Solos Technology Ltd. v. Meta Platforms, Inc. — Entry #41: MOTION of Appellant Daitona Carter to take judicial notice, to correct or supplement
Case: Solos Technology Ltd. v. Meta Platforms, Inc. cafc · 26-1721
filed April 22, 2026
What this document is
Docket entry #41 · filed August 19, 2026
MOTION of Appellant Daitona Carter to take judicial notice, to correct or supplement. Service: 08/19/2026 by email. [1187301] [26-1721] [Daitona Carter] [Entered: 08/19/2026 01:45 AM]
Who is involved
- DAITONA CARTER
- ESSILORLUXOTTICA USA, INC.
- LUXOTTICA OF AMERICA, INC.
- META PLATFORMS TECHNOLOGIES, LLC
- META PLATFORMS, INC.
- OAKLEY, INC.
- SOLOS TECHNOLOGY LTD.
Why we have it
We follow this case because it names a company we track, although that company is not a party:
- CoreWeave: its name “CoreWeave” appears in a filing in this case.
…Billion Meta-Core the documented $35.2 Billion Meta-CoreWeave infrastructure deal. Mandatory Disclosure…
A free copy from the RECAP archive of federal court filings (mirrored at the Internet Archive), retrieved September 29, 2026. Federal court filings are public records.
Document text
247 page(s), 613,742 characters, converted from the PDF's text layer · plain text.
Full text
Case: 26-1721 Document: 41 Page: 1 Filed: 08/19/2026
Appeal from the United States District Court for the District of
Masschusetts
in 1:26cv–1034–ADB
Judge Allison D. Burroughs
CORRECTED MOTION FOR JUDICIAL NOTICE
AND TO SUPPLEMENT THE RECORD
August 19, 2026 DAITONA CARTER
Movant-Appellant Pro Se
2 Massachusetts Ave NE
General Delivery, Main
Post Office
Washington, DC 20002
legal@daitonacarter.com
Case: 26-1721 Document: 41 Page: 2 Filed: 08/19/2026
Pursuant to Federal Rule of Evidence 201, Federal Rule of Appellate
Procedure 27, and this Court’s inherent supervisory authority over the integrity of
its judicial proceedings, Movant-Appellant Daitona Carter (“Carter”) respectfully
moves this Court to take judicial notice of—and supplement the appellate record
with—subsequent public records, administrative filings, and parallel tribunal
proceedings that have occurred since the filing of the initial notice of appeal.
These post-judgment developments directly implicate the core jurisdictional
issues, standing, equitable estoppel, and the multi-forum closed loop maintained by
Appellees. In support thereof, Movant states as follows:
I. INTRODUCTION AND GROUNDS FOR RELIEF
1. The Need to Prevent Judicial Miscarriage: While this appeal has been
pending to review the district court's summary text-order denials of
intervention under Federal Rule of Civil Procedure 24(a)(2), a synchronized
sequence of corporate restructurings, multi-forum patent challenges, and
executive agency filings has unfolded between June and August 2026.
2. Post-Judgment Judicial Notice: Under Federal Rule of Evidence 201(b), a
federal appellate court may judicially notice a fact that is not subject to
reasonable dispute because it can be accurately and readily determined from
sources whose accuracy cannot reasonably be questioned, including official
government agency records (such as USPTO/PTAB dockets, SEC filings,
and Department of Defense procurement releases).
Case: 26-1721 Document: 41 Page: 3 Filed: 08/19/2026
3. Relevance to Current Appeal: These subsequent records are not introduced
to re-litigate the merits below, but to expose the ongoing administrative
contradictions and the breach of the duty of candor highlighted in the Reply
Brief—specifically demonstrating how Appellees are utilizing the PTAB and
corporate restructurings to "wash" title while blocking Movant’s
participation across every available forum.
II. CHRONOLOGICAL INDEX OF SUBSEQUENT PUBLIC &
ADMINISTRATIVE EVENTS
Movant respectfully requests that this Court take official notice of the following
verifiable timeline of events occurring between June and August 2026:
· June 8, 2026: Exactly one month following the closure of lower court
proceedings on May 8, Bending Spoons S.p.A. initiates its public market
positioning by filing its Form F-1 registration statement with the U.S.
Securities and Exchange Commission (SEC) relating to its proposed initial
public offering. This 2026 market transition directly operationalizes an
unbroken capital track tracing back to the entity's December 29, 2023, SEC
Form D filing, which finalized a $30,373,394 exempt equity offering
managed exclusively by Meta’s primary investment banking advisor, Allen
& Company LLC, as the designated sales commission recipient.
· July 6–11, 2026 (Sun Valley Strategic Briefings & Interlocking Board
Oversight): At the closed-door Allen & Company Sun Valley Conference,
senior executives from Meta, EssilorLuxottica, and Bending Spoons S.p.A.
Case: 26-1721 Document: 41 Page: 4 Filed: 08/19/2026
convene parallel to Bending Spoons’ Wall Street debut. SEC regulatory
disclosures from this window establish that Allen & Company—the primary
investment bank underwriter for Bending Spoons’ July 1 IPO, the broker-
dealer for its historical December 2023 Form D financing, and lead advisor
to Meta—maintains interlocking structural control over the transferred
architectures via an Allen & Company Managing Director who actively
holds a seat on the Board of Directors of Bending Spoons S.p.A. This
advisory matrix operates under Meta’s restructured executive leadership,
which includes President and Vice Chairman Dina Powell McCormick, an
elite corporate and former national security strategist positioned at the head
of Meta’s artificial intelligence and hardware portfolios concurrent with the
active tracking of Movant's military-grade prototypes and defense industrial
base infrastructure.
· June 18, 2026 (Commencement of Parallel IPR Track): Corporate
defendants Meta Platforms, Inc. and Luxottica Retail North America Inc.
(erroneously sued as Luxottica America) initiate their administrative assault
by filing an initial Inter Partes Review (IPR) petition before the Patent Trial
and Appeal Board (PTAB), attempting to execute an executive-forum end-
run around active judicial review:
· Case No. IPR2026-00376: Launched jointly by Luxottica and Meta
Platforms, Inc., targeting U.S. Patent No. 12,216,339.
· June 18, 2026: Solos's sister spin-off entity (established post-Evernote
acquisition) repurchases $18 million in shares from Kopin Corporation,
Case: 26-1721 Document: 41 Page: 5 Filed: 08/19/2026
securing structural control over the precise display hardware and micro-
display architecture utilized in the disputed smart-glasses technology.
· June 30, 2026 (Eight Days Post-Movant's Opening Brief Deadline): The
SEC declares Bending Spoons S.p.A.’s registration statement effective,
formalizing the corporate restructuring and asset positioning while the entity
maintains exclusive control over the stolen proprietary work product and
business records housed within the Evernote application.
· July 1, 2026: Bending Spoons S.p.A. officially completes its initial public
offering and begins trading on the Nasdaq Global Select Market under the
ticker symbol BSP, maintaining continuous custody, possession, and control
of the material electronic evidence subject to Movant’s pending protective
order request.
· July 6–11, 2026 (Sun Valley Strategic Briefings & Interlocking Board
Oversight): At the closed-door Allen & Company Sun Valley Conference,
senior executives from Meta, EssilorLuxottica, and Bending Spoons S.p.A.
convene parallel to Bending Spoons’ Wall Street debut. SEC regulatory
disclosures from this window establish that Allen & Company—the primary
investment bank underwriter for Bending Spoons’ July 1 IPO and lead
advisor to Meta—maintains interlocking structural control over the
transferred architectures via an Allen & Company Managing Director who
actively holds a seat on the Board of Directors of Bending Spoons S.p.A.
This advisory matrix operates under Meta’s restructured executive
leadership, which includes President and Vice Chairman Dina Powell
Case: 26-1721 Document: 41 Page: 6 Filed: 08/19/2026
McCormick, an elite corporate and former national security strategist
positioned at the head of Meta’s artificial intelligence and hardware
portfolios concurrent with the active tracking of Movant's military-grade
prototypes and defense industrial base infrastructure.
· July 7, 2026 (Parallel Proceeding Identification): Formal identification
and tracking of parallel administrative activities concerning the patents-in-
suit, highlighting conflicting, irreconcilable representations made by
Appellees across separate tribunals.
· July 14, 2026 (DOD Contract & IBAS Milestones): Kopin Corporation
(NASDAQ: KOPN) officially announces the clearance of three critical
manufacturing milestones under the Department of Defense's Industrial Base
Analysis and Sustainment (IBAS) initiative—exceeding 150,000 nits of
brightness and advancing the Soldier Borne Mission Command (SBMC)
tactical headset integration tied directly to the disputed smart-glasses
architecture.
· July 18, 2026 (Admitted Corporate Nexus to Defendants): Public
corporate disclosures verified via the official professional record of Raoul
Baccanelli, Global Partnerships Director at Bending Spoons S.p.A., establish
a direct commercial and technical nexus between the newly public entity and
corporate defendants Meta and Luxottica. The disclosure explicitly
documents Bending Spoons’ active role in developing media formats and
interactive user-interface architectures for Ray-Ban’s (Luxottica/Meta) latest
collection—authenticating the immediate, cross-proxy commercial
Case: 26-1721 Document: 41 Page: 7 Filed: 08/19/2026
deployment of the disputed technology during the active pendency of this
appeal.
· July 20, 2026 (Related-Proceeding Filing Attempt): Movant attempts to
file notices and disclosures in parallel PTAB Case No. IPR2026-00376 to
formally notify the Board of active Federal Circuit appeal proceedings and
the attendant breach of 37 C.F.R. § 42.11, testing the boundaries of non-
party standing.
· July 30, 2026 (Appellee Response Fixed): Appellee Solos finalizes its
appellate merits position, maintaining its boilerplate assertion of a "factual
void" while actively concealing the true breadth of its concurrent
administrative and corporate maneuvers.
· August 1, 2026 (Statutory FOIA Expedited Processing & Status
Inquiry): Submission of formal expedited Freedom of Information Act
(FOIA) requests and subsequent 10-day status inquiries to the U.S. Army
Materiel Command (AMC) and the Defense Logistics Agency (DLA) under
5 U.S.C. § 552 and 32 C.F.R. § 286.8. These requests target DFARS
252.227-7017 Technical Data Rights Assertions and contract signature
blocks linked to the EagleEye and Soldier Borne Mission Command
(SBMC) programs, establishing an administrative record of active efforts to
secure underlying defense procurement documentation required to protect
Movant's due process rights in CAFC Appeal No. 2026-1721.
· August 3, 2026 (Director Petition): A USPTO Director-level oversight
petition is formally invoked to challenge administrative gatekeeping and
Case: 26-1721 Document: 41 Page: 8 Filed: 08/19/2026
examine the systemic exclusion of senior priority inventors from inter partes
review proceedings.
· August 4, 2026: Release of the United States Senate Committee on Finance
investigative report (led by Senator Ron Wyden) exposing systemic
institutional blind spots, opaque capital transfers, and corporate money-
laundering pathways utilized by major financial institutions and private
equity networks—including Apollo Global Management-linked channels—
to obscure asset origins and shelter transferred technologies. This
administrative and financial record directly parallels the methods used to
extract, insulate, and relocate Movant's intellectual property and digital
evidence across corporate proxies (including Yahoo, AOL,
Evernote/Bending Spoons architectures, and Meetup.com infrastructure).
· August 7, 2026 (Multiplication of IPRs): Administrative invalidity
challenges formally multiply across the PTAB docket, demonstrating that
corporate defendants Meta and Luxottica are aggressively deploying a multi-
front assault on patent validity in an executive forum while Appellee Solos
seeks to clear title in court. This calculated multiplication incorporates the
following concurrent administrative proceedings:
o Case No. IPR2026-00412: Launched symmetrically by Luxottica of
America Inc., et al., targeting U.S. Patent No. 11,082,055.
o Case No. IPR2026-00420: Launched symmetrically by Meta
Platforms, Inc., et al, targeting the identical U.S. Patent No.
11,082,055.
Case: 26-1721 Document: 41 Page: 9 Filed: 08/19/2026
· August 12, 2026 (Institutional Underwriter and Compliance Council
Matrix): Public corporate department disclosures and professional records
published by Paul Hastings LLP (New York) verify an established, systemic
transactional relationship with underwriter gatekeeper Allen & Company
LLC. The firm's documented history executing major debt offerings, capital
restructuring, and SEC compliance pipelines mirrors the exact structural
machinery deployed to transition Bending Spoons S.p.A. into public markets
while parallel patent disputes multiply. This record establishes that the
primary legal actors executing administrative tracks before the PTAB and
the banking advisors financing the successor entities operate within an
interlocking, highly coordinated corporate network.
· August 13, 2026 (Emergency USPTO Director Amended Supplemental
Filing): Following a 10:29 AM EST administrative update by the PTAB
Trial Division re-routing Movant’s August 3 Director-level petition down to
an internal Board review under 37 C.F.R. § 41.3(a), Movant submits an
Emergency Amended Supplemental Submission to the USPTO Director
pursuant to 37 C.F.R. § 1.181. This filing exposes an un-deadlined
administrative vacuum and requests the immediate invocation of absolute
supervisory authority under United States v. Arthrex, Inc. to issue a
compulsory blanket stay over all three active dockets (IPR2026-00376,
IPR2026-00412, and IPR2026-00420), halting an ongoing fraud involving
the concealment of active title litigation in CAFC Appeal No. 26-1721.
Case: 26-1721 Document: 41 Page: 10 Filed: 08/19/2026
· August 13, 2026 (Mandamus and Emergency Appearance Filings):
Filing of emergency mandamus actions, entry of appearance demands, and
stay/termination requests seeking to compel judicial recognition of Movant's
constitutional and statutory rights under 35 U.S.C. § 256.
III. LEGAL STANDARD FOR JUDICIAL NOTICE ON APPEAL
Appellate courts routinely take judicial notice of public records, judicial
dockets, and administrative filings from sister tribunals or executive agencies when
those documents are relevant to matters of standing, mootness, bad faith, or
judicial integrity. See United States v. Berrojo, 628 F.2d 368, 369 (5th Cir. 1980);
St. Louis Baptist Temple, Inc. v. FDIC, 605 F.2d 1169, 1172 (10th Cir. 1979)
(noting federal courts may take notice of proceedings in other courts if those
proceedings have a direct relation to the matters at issue).
Furthermore, under the Supreme Court's mandate in Precision Instrument
Mfg. Co. v. Automotive Maintenance Machinery Co., 324 U.S. 806 (1945), when
the integrity of the judicial process is compromised by parties using court
machinery to effectuate un-adversarial or unclean title cleanups, appellate tribunals
possess inherent equitable power to inspect the broader administrative and public
record.
IV. CONCLUSION
For the foregoing reasons, Movant-Appellant Daitona Carter respectfully
requests that this Court grant this motion, take judicial notice of the
aforementioned post-judgment administrative and public records, and incorporate
Case: 26-1721 Document: 41 Page: 11 Filed: 08/19/2026
these foundational references into the record in aid of a comprehensive, equitable
review of the district court's denial of mandatory intervention.
V. PRAYER FOR RELIEF
WHEREFORE, Movant-Appellant Daitona Carter respectfully requests
that this Court enter an Order:
1. Granting this Motion for Judicial Notice pursuant to Federal Rule of
Evidence 201, taking official notice of the post-judgment public, corporate,
SEC, and administrative tribunal records detailed herein;
2. Supplementing the appellate record in CAFC Appeal No. 26-1721 with the
enumerated chronological index of subsequent proceedings and corporate
restructurings occurring between June and August 2026;
3. Recognizing the active multi-forum coordination, parallel Patent Trial and
Appeal Board (PTAB) proceedings (IPR2026-00376, IPR2026-00412, and
IPR2026-00420), and executive agency developments as they bear directly
upon the questions of standing, equitable estoppel, judicial integrity, and the
prevention of an ongoing miscarriage of justice; and
4. Granting such other and further relief as this Court deems just, equitable,
and proper under its inherent supervisory authority.
Dated: August 19, 2026 Respectfully submitted,
/s/ Daitona Carter
Daitona Carter
Movant-Appellant Pro Se
legal@daitonacarter.com
Case: 26-1721 Document: 41 Page: 12 Filed: 08/19/2026
MOVANT’S INDEX OF EXHIBITS
· Exhibit A (Excerpts): Bending Spoons S.p.A. Form F-1 SEC Registration
Statement (Filed June 8, 2026). Includes Cover Page, Table of Contents, and
Corporate Restructuring Summary excerpts. Full text available via SEC
EDGAR.
· Exhibit B (Excerpts): PTAB Case No. IPR2026-00376, Inter Partes Review
Petition filed jointly by Luxottica of America Inc. and Meta Platforms, Inc.
(June 18, 2026). Includes electronic filing stamp, caption page, and
Mandatory Disclosures section.
· Exhibit C: Corporate Transaction Record / Public Announcement
documenting Solos's sister spin-off's $18 Million share repurchase from
Kopin Corporation (June 18, 2026).
· Exhibit D: SEC Notice of Effectiveness, declaring Bending Spoons S.p.A.’s
registration statement effective (June 30, 2026).
· Exhibit E: Nasdaq Public Market Listing Confirmation for Bending Spoons
S.p.A. under ticker symbol BSP (July 1, 2026).
· Exhibit F: Certified Record Tracking parallel administrative activities
concerning the patents-in-suit (July 7, 2026).
· Exhibit G: Kopin Corporation Official Press Release regarding DOD
Contract & IBAS manufacturing milestones (July 14, 2026).
· Exhibit H: Movant’s Attempted / Rejected Notice of Related Proceedings
and Disclosures in PTAB Case No. IPR2026-00376 (July 20, 2026).
Case: 26-1721 Document: 41 Page: 13 Filed: 08/19/2026
· Exhibit I (Excerpts): Appellee Solos's Appellate Merits Brief filed in
CAFC Appeal No. 2026-1721 (July 30, 2026). Includes Cover, Factual
Summary, and Signature blocks.
· Exhibit J: Expedited FOIA Requests and 10-Day Status Inquiries submitted
to the U.S. Army Materiel Command (AMC) and Defense Logistics Agency
(DLA) (August 1, 2026).
· Exhibit K: Movant’s USPTO Director-Level Petition for Supervisory
Review under 37 C.F.R. § 1.181 (August 3, 2026).
· Exhibit L (Excerpts): United States Senate Committee on Finance
Investigative Report (Led by Senator Ron Wyden) regarding corporate asset
insulation and capital transfers (August 4, 2026). Includes Cover Page,
Executive Summary, and specific pages detailing opaque financial pathways.
Full text available publicly at: senate.gov
· Exhibit M (Excerpts): PTAB Case No. IPR2026-00412 and Case No.
IPR2026-00420 Parallel Symmetrical Inter Partes Review Petitions filed by
Luxottica and Meta (August 7, 2026). Includes official PTAB electronic
filing stamps, caption pages, and the parallel Mandatory Disclosures
sections.
· Exhibit N: Movant's Emergency Amended Supplemental Statement to the
USPTO Director under 37 C.F.R. § 1.181 (August 13, 2026).
· Exhibit O (Excerpts): Emergency Mandamus Actions, Entry of
Appearance Demands, and Stay/Termination Requests seeking to compel
judicial recognition of Movant's constitutional and statutory rights under 35
Case: 26-1721 Document: 41 Page: 14 Filed: 08/19/2026
U.S.C. § 256 (August 13, 2026). Includes official filing captions, signature
blocks, and targeted text fragments establishing the active emergency record.
· Exhibit P: Certified Public Record and Screenshot of Official Professional
Discourse from Raoul Baccanelli, Global Partnerships Director at Bending
Spoons S.p.A. (July 2026), documenting direct technical and commercial
integration with Defendant Luxottica’s Ray-Ban product architecture.
· Exhibit Q: Official Corporate Disclosure and Executive Announcement,
Meta Platforms, Inc. (January 12, 2026), documenting the appointment and
strategic role of President and Vice Chairman Dina Powell McCormick.
· Exhibit R (Excerpts): SEC Form D Notice of Exempt Offering of
Securities (Dated December 29, 2023), confirming Bending Spoons' initial
$30.3 Million equity track and $3.75 Million sales commission pipeline to
Allen & Company LLC, paired with June/July 2026 SEC F-1 underwriting
disclosures and interlocking board configurations.
· Exhibit S (Excerpts): Official Corporate Department Professional Records
and Transactional Portfolios, Paul Hastings LLP (New York), documenting
an established Underwriter-to-Underwriter's Counsel structural relationship
and shared capital execution pipeline with underwriter gatekeeper Allen &
Company LLC.
Case: 26-1721 Document: 41 Page: 15 Filed: 08/19/2026
Case: 26-1721 Document: 41 Page: 16 Filed: 08/19/2026
*F-1 1 tm2613674-7_f1.htm F-1
TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on June 8, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Bending Spoons S.p.A.
(Exact Name of Registrant as Specified in its Charter)
Not Applicable
(Translation of Registrant’s Name into English)
Republic of Italy 7370 Not Applicable
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Via Nino Bonnet 10
20154 Milan
Italy
+39 02 81284093
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Bending Spoons US Inc.
c/o Corporate Creations Network Inc.
1521 Concord Pike, Suite 201
Wilmington, DE 19803
United States of America
+1 (866) 761-1444
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Jeffrey H. Lawlis Rod Miller
Ian D. Schuman David Dixter
M. Ryan Benedict Milbank LLP
Jennifer M. Gascoyne 55 Hudson Yards
Latham & Watkins (London) LLP New York, NY 10001
99 Bishopsgate United States of
London EC2M 3XF America
United Kingdom +1 (212) 530-5000
Tel: +44.20.7710.1000
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933. Emerging growth
company ☐
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not
to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the
Securities Act. ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance
with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the U.S.
Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after
April 5, 2012.
Case: 26-1721 Document: 41 Page: 17 Filed: 08/19/2026
TABLE OF CONTENTS
is effective. This prospectus is not an offer to sell these securities, and neither we nor the Selling Shareholders are soliciting an offer to buy these securities in any state where the offer or
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission
(Subject to Completion) Dated , 2026
PRELIMINARY PROSPECTUS
ordinary shares
Bending Spoons S.p.A.
Ordinary shares
This is the initial public offering of Bending Spoons S.p.A. We are offering of our ordinary shares, with no par value, and certain
of our existing shareholders (the “Selling Shareholders”) are offering of our ordinary shares. We will not receive any proceeds
from the sale of ordinary shares by the Selling Shareholders. Prior to this offering, there has been no public market for our ordinary
shares. We currently expect the initial public offering price to be between $ and $ per ordinary share.
We have applied to list our ordinary shares on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “BSP.”
Following the completion of this offering, we will have two classes of shares outstanding: ordinary shares and class A shares. Each
ordinary share will be entitled to one vote per share and will not be convertible into any other shares. Each class A share will be
entitled to five votes per share and will be convertible at any time into one ordinary share upon request of the holder. In addition, our
class A shares will automatically convert into ordinary shares upon certain events. For additional information, see Description of
share capital and bylaws. After giving effect to the sale of ordinary shares in this offering, Matteo Danieli, Luca Ferrari, Francesco
Patarnello, and Luca Querella will beneficially own our class A shares and will be able to exercise % of the total voting power of
our issued and outstanding share capital immediately following the completion of this offering (or approximately % if the
underwriters’ option to purchase additional ordinary shares is exercised in full).
Investing in our ordinary shares involves risks. See Risk factors beginning on page 18.
We are a “foreign private issuer” under applicable U.S. Securities and Exchange Commission rules and will be eligible for reduced
public company disclosure requirements. See Prospectus summary — Implications of being a “foreign private issuer.”
Price $ per ordinary share
Proceeds,
Proceeds, before
Underwriting before expenses, to
discounts and expenses, to the Selling
Price to public commissions1 us Shareholders
Per ordinary share $ $ $ $
Total $ $ $ $
1 See Underwriting (conflicts of interest) for additional information regarding underwriting compensation.
To the extent that the underwriters sell more than ordinary shares, the underwriters have the option to purchase up to an
additional ordinary shares from us and an additional ordinary shares from the Selling Shareholders, each at the initial
public offering price, less underwriting discounts and commissions.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
The underwriters expect to deliver the ordinary shares to purchasers against payment on , 2026.
Global Leads and Joint Bookrunning Managers
Goldman Sachs International* J.P. Morgan* Allen & Company LLC
Joint Bookrunning Managers
sale is not permitted.
Wells Fargo Securities BofA Securities Jefferies Evercore ISI
BNP PARIBAS Mizuho Societe Generale
Crédit Agricole CIB IMI — Intesa Sanpaolo UniCredit
Banca Akros — Gruppo Banco BPM
*listed in alphabetical order
Prospectus dated , 2026
Case: 26-1721 Document: 41 Page: 18 Filed: 08/19/2026
TABLE OF CONTENTS
Case: 26-1721 Document: 41 Page: 19 Filed: 08/19/2026
TABLE OF CONTENTS
Table of contents
Letter from the team ii
Selected definitions vi
Presentation of financial information vii
Note regarding forward-looking statements ix
Prospectus summary 1
The offering 12
Summary consolidated financial data 14
Risk factors 18
Market and industry data 61
Use of proceeds 62
Dividend policy 63
Capitalization 64
Dilution 65
Management’s discussion and analysis of financial condition and results of operations 67
Business 101
Management 132
Unaudited pro forma condensed combined financial information 140
Principal and selling shareholders 154
Certain relationships and related party transactions 156
Description of share capital and bylaws 159
Shares eligible for future sale 176
Taxation 178
Underwriting (conflicts of interest) 191
Expenses of the offering 198
Legal matters 199
Experts 200
Enforcement of civil liabilities 201
Where you can find more information 202
Index to consolidated financial statements F-1
For investors outside the U.S.: Neither we nor the Selling Shareholders nor the underwriters have done anything that would
permit this offering or possession or distribution of this prospectus in any jurisdiction, other than the U.S., where action for that
purpose is required. Persons outside the U.S. who come into possession of this prospectus must inform themselves about, and
observe any restrictions relating to, the offering of the ordinary shares and the distribution of this prospectus outside the U.S.
Neither we nor the Selling Shareholders nor the underwriters have authorized anyone to provide you with any information or to
make any representations other than those contained in this prospectus, in any amendment or supplement to this prospectus, or
in any free writing prospectus we have prepared. Neither we nor the Selling Shareholders nor the underwriters take responsibility
for any other information others may give you. Neither we nor the Selling Shareholders nor the underwriters can provide
assurance as to the reliability of any such information. Neither we nor the Selling Shareholders nor the underwriters are making
an offer to sell, or seeking offers to buy, these securities in any jurisdiction where the offer or sale is not permitted. The
information contained in this prospectus is accurate only as of the date on the cover page of this prospectus, regardless of the
time of delivery of this prospectus or the sale of ordinary shares. Our business, financial condition, results of operations, and
prospects may have changed since the date on the cover page of this prospectus.
i
Case: 26-1721 Document: 41 Page: 20 Filed: 08/19/2026
TABLE OF CONTENTS
Presentation of financial information
Historical consolidated financial information
The historical consolidated financial statements, the summary historical consolidated financial data, and the other financial
information included elsewhere in this prospectus have been prepared in U.S. dollars in accordance with GAAP. This historical
financial information does not give effect to this offering. This prospectus includes our audited consolidated financial statements
as of December 31, 2023, 2024, and 2025, and for the years ended December 31, 2023, 2024, and 2025, and our unaudited
condensed consolidated financial statements as of March 31, 2026, and for the three months ended March 31, 2025 and 2026.
On November 24, 2025, we acquired Vimeo, Inc. This prospectus includes the audited financial statements of Vimeo, Inc. as of
and for the years ended December 31, 2023 and 2024, and its condensed financial statements (unaudited) as of and for the nine
months ended September 30, 2024 and 2025, both of which have been prepared in accordance with GAAP.
On January 2, 2026, we acquired AOL Holdco I LLC. This prospectus includes the audited combined financial statements as of
and for the years ended December 31, 2024 and 2025, which are presented under the name of AOL Holdco II LLC. These
combined financial statements have been prepared on a carve-out basis and reflect the underlying operating activities, financial
position, and results of operations of the acquired business, including the entities and operations held by AOL Holdco I LLC and
its subsidiaries. The financial statements therefore capture the full scope of the acquired business, notwithstanding the legal
entity referenced in their title. These combined financial statements have been used as the basis for the pro forma financial
information.
In addition to the significant acquisitions of AOL Holdco I LLC and Vimeo, Inc. described above, we have completed several other
acquisitions in the periods presented. In 2023, we acquired Evernote Corporation. In 2024, we acquired Issuu, Inc., Community
Matters Holdings, Inc. (then ultimate parent company of Meetup LLC), StreamYard Top Corp Inc. (then ultimate parent company
of StreamYard, Inc.), The Creative Productivity Group B.V. (then ultimate parent company of Wetransfer B.V.), and certain assets
from IAC Inc. In 2025, we acquired Brightcove Inc., Iridesco, LLC (doing business as Harvest), komoot GmbH, Loomly Holdco,
Inc., and MileIQ Inc. In 2026, we acquired Eventbrite, Inc. and tractive GmbH. Due to the recent completion of the acquisition of
tractive GmbH, which occurred on May 18, 2026, none of our operational statistics and financial information included in this
prospectus include information from tractive GmbH.
The acquisitions completed during 2025 and 2026, other than the acquisitions of AOL Holdco I LLC and Vimeo, Inc. described
above, whether taken into consideration individually or as a group of related businesses, are not “significant” for purposes of
Rule 3-05 of Regulation S-X. Therefore, we are not required to, and have elected not to, provide separate historical financial
information in this prospectus relating to these acquisitions.
The numerical figures (including financial information, totals, and percentages) presented in this prospectus have been rounded
for ease of presentation, and totals and percentages have been calculated using the underlying figures prior to rounding. As a
result, totals in tables or elsewhere may not equal the arithmetic sum of the rounded figures that precede them, and percentages
may not correspond precisely to the rounded figures shown or add up to 100%.
Except where the context otherwise requires or where otherwise indicated, the information in this prospectus reflects the 1-for-2
reverse stock split approved by the shareholder meeting held on May 28, 2026, and effective on May 29, 2026, which was
preceded by a 10-for-1 stock split approved by the shareholder meeting held on April 23, 2026, and effective on April 28, 2026.
Unaudited pro forma condensed combined financial information
The unaudited pro forma condensed combined financial information includes the unaudited pro forma condensed combined
income statement for the year ended December 31, 2025, and for the three months ended March 31, 2026, to illustrate the effect
of each of the acquisitions of AOL Holdco I LLC, Eventbrite, Inc., and Vimeo, Inc., and certain financing agreements, as if
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Prospectus summary
This summary highlights information contained elsewhere in this prospectus and does not contain all information that may be
important to an investor before deciding to invest in our ordinary shares. This prospectus should be read carefully in its
entirety, including “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” and
“Business,” as well as our consolidated audited financial statements and the related notes included elsewhere in this
prospectus.
Overview
Bending Spoons is built on the conviction that operational excellence enables efficient growth through acquisitions. We acquire
digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings, and reinvest in
additional acquisitions, thereby continuing the compounding cycle. We have executed this Playbook for more than a decade and,
to date, have not sold a material business. Our performance is driven by our Platform — comprising our people, proprietary
technologies, and proprietary data — and reflects our intense focus on achieving exceptional talent density, cultural strength, and
technical capabilities.
Below, we describe our three-step Playbook in greater detail:
• Step 1 — Acquire. We acquire a business whose core products are digital. We prioritize businesses that we believe we can
improve significantly, that have large revenue bases, and whose trajectories we can forecast with reasonable confidence
several years into the future, a process that involves factoring in the risk of disruption from advances in AI. Our evaluation is
analytical and rigorous, and we are disciplined on price.
• Step 2 — Transform and optimize. We strive to envision the most successful version of the acquired business, and work
to close the gap between its current state and that vision as quickly and completely as possible. The transformation is
typically deep and entails reorganizing teams, overhauling technology, redesigning user interfaces, accelerating product
development, and enhancing marketing and monetization. AI is often both a central component of our vision for the acquired
business and a key tool in implementing the transformation. Through these efforts, we seek to increase revenue and reduce
costs to drive a sustainable expansion in earnings. We then optimize the business as part of our broader portfolio on an
ongoing basis.
• Step 3 — Reinvest. We reinvest our earnings, along with contributions from newly acquired and improved businesses and
prudent levels of incremental debt, to fund additional acquisitions, thereby continuing the compounding cycle. We may also
opportunistically raise incremental equity to accelerate growth.
Our people, proprietary technologies, and proprietary data constitute the Platform that supports our acquisitions, transformations,
and ongoing optimizations. We have been building this Platform since our founding in 2013 and consider it our primary source of
competitive advantage, one that we believe will continue to strengthen as we grow.
• People. We have a talent-dense team of Spooners7 who embrace a culture emphasizing truth-seeking and extreme
ownership — traits we consider critical drivers of business performance. In 2025, we received around 800,000 job
applications to become a Spooner and, consistent with our focus on talent density, hired 286 individuals, representing less
than 0.04% of applications received. We allocate Spooners flexibly across our portfolio, deploying resources to areas of
opportunity and reducing them where appropriate. For example, we may assemble a task force to transform a newly
acquired business, expand an engineering team to accelerate a product initiative, or scale back an organization by
redeploying Spooners once a period of intensive change has concluded.
• Proprietary technologies. We have engineered, and continue to refine, numerous technologies that enable us to do more
and better work with fewer resources. Examples include a data infrastructure, a user lifetime value predictor, and a product
experimentation toolkit. Our technologies are purpose-built for our needs and are integrated with one another, making their
deployment across acquired businesses easier and allowing them to deliver superior impact, more rapidly. As a result, most
of our businesses adopt nearly all of our proprietary technologies. We began embedding AI within our
7
We define “Spooners” as team members who have successfully completed the rigorous and selective application process to join our core team. Spooners are
allocated flexibly across the organization and may be transferred between businesses on short notice. They are held to particularly demanding performance
standards.
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proprietary technologies in 2019 and continue to expand its use. As we harness AI’s advances, we expect our proprietary
technologies to become more effective in supporting the execution of our Playbook.
• Proprietary data. Across more than 50 acquisitions and subsequent operations, we have accumulated extensive data.
Sources include our product experimentation toolkit (3,000 experiments run in 2025) and our data infrastructure (3.8 billion
data points processed per day on average in Q1 2026). This data supports faster and more informed decision-making in
both acquisitions and operations. As AI advances and our ability to leverage complex data at scale improves, the value of
our data may increase.
Since our founding, we have endeavored to be at the cutting edge of relevant technology. AI is no exception: For years, we have
been leveraging it to enhance products, optimize marketing and monetization, and improve productivity. Many of our proprietary
technologies incorporate AI. Our team of Spooners includes hundreds of talented and motivated software engineers, data
scientists, and AI research engineers. We estimate that the share of pull requests8 authored or coauthored by AI increased from
less than 10% in Q1 2025 to more than 90% by the end of Q1 2026, with around 70% authored by AI alone. Revenue per full-
time equivalent Spooner9 was $1.12 million in 2023, $1.64 million in 2024, $2.57 million in 2025, and $0.97 million in Q1 2026,
with AI being one of the catalysts of productivity gains.
In our view, AI is the most transformative technology of our time, and companies that adapt effectively may realize enormous
benefits. Supported by our Platform, Bending Spoons has an opportunity to be among these companies. We believe that, through
progress in AI, we will expand our advantage in product development, marketing, and monetization capabilities. We also believe
our productivity advantage will widen and the scalability of our acquisition and transformation model will improve. Finally, as many
companies lack diversification and may not be well equipped to leverage AI, certain owners’ willingness to sell could increase,
contributing to lower valuation levels and more attractive acquisition targets.
The Platform-powered execution of our Playbook has delivered financial performance we regard as strong. Revenue reached
$1.31 billion in 2025, with a compounded annual growth rate of 84% in 2023 through 2025. In the same year, operating income
as a percentage of revenue was 21% and Adjusted Operating Income Margin10 was 47%. In 2023 through 2025, the
compounded annual growth rate was not meaningful for diluted earnings (loss) per share and was 82% for Adjusted Earnings per
Share.11
We are still early in our journey. We see a significant opportunity to continue compounding capital at attractive rates of return
within an addressable market that we estimate includes more than 1,000 businesses generating nearly $400 billion in aggregate
annual revenue in 2025.
8
A “pull request” is a formal proposal to add, modify, or remove code in a shared software repository. It allows other contributors to review, discuss, and approve the
proposed changes before they are merged into the repository.
9
“Revenue per full-time equivalent Spooner” for a given quarter is defined as the revenue for that quarter divided by the number of full-time equivalent Spooners at
the end of the quarter. “Revenue per full-time equivalent Spooner” for a given twelve-month period is defined as the revenue for that period divided by the average
number of full-time equivalent Spooners at the end of each quarter within that period.
10
As defined in Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures — Adjusted Operating
Income and Adjusted Operating Income Margin.
11
As defined in Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures — Adjusted Earnings per
Share.
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Businesses generating similar levels of revenue can have significantly different numbers of monthly active users and monthly
paying customers. For example, WeTransfer, which caters to professionals, small enterprises, and their audiences, had 58 million
monthly active users and 1 million monthly paying customers in March 2026. By contrast, Brightcove, which focuses on large
enterprises, had approximately 15,000 monthly active users and 1,700 monthly paying customers during the same period.
Businesses
In Q1 2026, our main businesses were, in alphabetical order, AOL, Brightcove, Eventbrite, Evernote, Harvest, komoot, Remini,
StreamYard, Vimeo, and WeTransfer. In aggregate, these businesses accounted for more than 80% of our revenue for the
period.
Below, we describe each of these businesses:
• AOL. Acquired in January 2026, AOL operates an email service, news portal, and search engine catering to a consumer
audience.
• Brightcove. Acquired in February 2025, Brightcove provides video hosting, management, and streaming solutions for
enterprises.
• Eventbrite. Acquired in March 2026, Eventbrite delivers event creation, ticketing, and discovery services for organizers and
attendees.
• Evernote. Acquired in January 2023, Evernote is a productivity suite that supports note-taking and knowledge management
for individuals and teams.
• Harvest. Acquired in July 2025, Harvest offers time-tracking and invoicing software for freelancers and professional services
firms.
• Komoot. Acquired in March 2025, komoot provides route planning and navigation tools supported by community-generated
content for outdoor activities.
• Remini. Acquired in June 2021, Remini is a consumer-focused image and video enhancement and generation application.
• StreamYard. Acquired in April 2024, StreamYard provides video recording and multi-destination live-streaming tools for
creators and businesses.
• Vimeo. Acquired in November 2025, Vimeo serves consumers and enterprises with video hosting, management, and
streaming solutions.
• WeTransfer. Acquired in July 2024, WeTransfer enables digital file storage and distribution for individuals and businesses.
In May 2026, we completed the acquisition of Tractive, which delivers solutions for monitoring the location and health of pets.
Given how recently the acquisition was completed, the data presented in this prospectus does not include Tractive.
We envision our portfolio expanding as we continue to execute our acquisition-driven strategy. Consequently, businesses that
currently contribute significantly to our overall revenue may become less central over time, particularly as our acquisition targets
tend to become progressively larger. The following chart illustrates how the relative contribution of businesses generating 100%
of our revenue in Q1 2024 declined to 24% by Q1 2026 as we completed new acquisitions. This is despite the revenue from
those businesses growing in absolute terms over the same period.
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manual analysis to identify those with the potential to be attractive based on factors such as revenue scale, headquarters
location, product offering, and revenue model.
Each of the identified businesses satisfies all of the following criteria:
• Estimated annual revenue between $50 million and $5 billion. As per our study, of the more than 1,000 identified
businesses, 347 generated estimated annual revenue between $50 million and $100 million, 476 generated between
$100 million and $500 million, 114 generated between $500 million and $1 billion, and 94 generated between $1 billion and
$5 billion. While the selected revenue range reflects the scale of businesses we are currently prioritizing, we expect over
time to pursue businesses with annual revenue exceeding $5 billion.
• Headquarters located in Europe or North America. 240 of the identified businesses are located in Europe and generated
$77 billion in aggregate estimated annual revenue. 791 are located in North America and generated $315 billion in
aggregate estimated annual revenue. Our geographic focus on Europe and North America reflects our greater familiarity
with these regions, rather than limitations of our model.
• A product offering and revenue model that our Platform is well suited to address today. We excluded businesses
generating a significant portion of their revenue from sources such as IT services, instead favoring businesses that rely on
self-serve subscriptions, sales-led subscriptions, or advertising. Many of the identified businesses generate revenue from
more than one of these sources.
Risks
Our business is subject to numerous risks that an investor should consider before making an investment decision. These risks
are more fully described elsewhere in this prospectus (in particular under Risk factors) and include, among others, the following:
• Our growth strategy includes acquisitions, which could be difficult to identify, pose integration challenges, divert leadership
attention, require additional financing, and materially and adversely affect our business
• We may be unable to raise capital when needed or on acceptable terms
• We may not effectively identify, or selling parties may omit to disclose, material matters in connection with acquisitions
• Our business depends in part on our ability to develop and use AI effectively, and AI may expose us to risks
• We may be unable to attract, develop, or retain talent at the scale required by our business, labor costs may increase, and
we may suffer workforce disruptions
• Our leadership team may depart at any time
• Our company culture has contributed to our success, and we may not be able to maintain this culture as we grow
• Reorganizations and restructurings may disrupt our operations and harm our reputation
• We may suffer damage to our reputation or brands, including the reputation of any of our products
• We are subject to direct investment and national security review regimes, including the Committee on Foreign Investment in
the United States and the Italian Golden Power framework
• We are subject to complex and evolving consumer protection, subscription, advertising, and payments-related laws and
industry requirements
• We are subject to antitrust and competition laws and regulatory regimes
• We are subject to complex and evolving privacy, data protection, cybersecurity, and other data laws
• We are subject to complex and evolving intermediary liability and content moderation laws and regulations
• We are subject to new and evolving laws and regulations relating to the use of AI technologies
• We are subject to anti-corruption, anti-bribery, anti-money laundering, export controls, and economic and trade sanctions
laws
• We are, and may in the future become, subject to litigation, regulatory inquiries, and other claims
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• Our existing and any future indebtedness may affect our business and may restrict our operating flexibility
• We are subject to interest rate risk resulting from general economic conditions and policies of government and regulatory
agencies
• Currency exchange rate fluctuations may materially and adversely affect our results of operations and profitability
• We have incurred in the past, and may in the future incur, impairment charges related to our intangible assets
• We have identified material weaknesses in our internal control over financial reporting, and we may not be able to remediate
these material weaknesses or otherwise maintain effective internal control over financial reporting
• The price of our ordinary shares may be volatile, and investors may lose all or part of their investment
• Our dual-class share structure may adversely affect the value and trading market of our ordinary shares
• Matteo Danieli, Luca Ferrari, Francesco Patarnello, and Luca Querella will have considerable influence over important
corporate matters due to their ownership of class A shares
• We will be a foreign private issuer and, as a result, we will be subject to reporting obligations that are less extensive and less
frequent than those of a U.S. domestic public company
Corporate information
Bending Spoons ApS was founded in 2013 in Copenhagen, Denmark. We relocated our headquarters to Milan, Italy, through a
multi-step cross-border merger, pursuant to which Bending Spoons S.r.l., an Italian limited liability company (società a
responsabilità limitata), became the surviving entity in 2015. In 2017, Bending Spoons S.r.l. was transformed into Bending
Spoons S.p.A., an Italian joint stock company (società per azioni). The company’s duration currently ends on December 31,
2100, and a shareholder meeting may extend this term. Bending Spoons S.p.A. is primarily a holding company, as our operations
are conducted mainly through our subsidiaries.
Our principal executive office is located at Via Nino Bonnet 10, 20154 Milan, Italy. The telephone number at this address is +39
02 81284093. Our website address is www.bendingspoons.com. The information contained on, or that can be accessed through,
our website is not a part of this prospectus, the inclusion of our website address is an inactive textual reference only, and
investors should not rely on such information in deciding whether to purchase our ordinary shares. Our agent for service of
process in the U.S. is Bending Spoons US Inc.
The following diagram illustrates our corporate structure as of the date of this prospectus.
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Implications of being a “foreign private issuer”
Upon completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status.
As long as we qualify as a foreign private issuer under the Exchange Act, we will be exempt from certain provisions of the
Exchange Act that are applicable to U.S. domestic public companies, including the following:
• The sections of the Exchange Act regulating the solicitation of proxies, consents, and authorizations in respect of a security
registered under the Exchange Act
• The sections of the Exchange Act imposing liability for insiders who profit from trades made in a short period of time
• The rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q containing unaudited
financial and other specific information, or current reports on Form 8-K, upon the occurrence of specified significant events
Foreign private issuers are also exempt from certain more stringent executive compensation disclosure rules.
In addition, as a foreign private issuer, we intend to rely on and comply with certain home country governance requirements and
exemptions thereunder rather than complying with Nasdaq corporate governance standards. See Risk factors — As a foreign
private issuer, we are permitted to and we intend to rely on exemptions from certain of the Nasdaq corporate governance
requirements, Risk factors — We may lose our foreign private issuer status in the future, which could result in significant
additional costs and expenses, and Management — Foreign private issuer status.
Trademarks, service marks, trade names, and logos
We have proprietary rights to certain trademarks used in this prospectus that are important to our business, some of which are
registered under applicable intellectual property laws. This prospectus contains additional trademarks, service marks, trade
names, and logos of others, which are the property of their respective owners. All trademarks, service marks, trade names, and
logos appearing in this prospectus are, to our knowledge, the property of their respective owners. We do not intend our use or
display of other companies’ trademarks, service marks, trade names, or logos to imply a relationship with, or endorsement or
sponsorship of us by, any other companies.
Solely for convenience, the trademarks, service marks, trade names, and logos referred to in this prospectus are without the ®
and ™ symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent under
applicable law, our rights or the rights of the applicable licensors to these trademarks, service marks, trade names, and logos.
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The offering
Ordinary shares offered by us ordinary shares.
Ordinary shares offered by the Selling ordinary shares.
Shareholders
Ordinary shares to be outstanding after ordinary shares (or ordinary shares if the underwriters exercise
this offering their option to purchase additional ordinary shares from us and the Selling
Shareholders in full).
Class A shares to be outstanding after class A shares.
this offering
Option to purchase additional ordinary We and the Selling Shareholders have granted the underwriters an option to
shares purchase up to additional ordinary shares from us and an additional
ordinary shares from the Selling Shareholders within 30 days of the date of this
prospectus to cover over-allotments.
Use of proceeds We estimate that the net proceeds to us from this offering will be approximately
$ million (or $ million if the underwriters exercise their option to purchase
additional ordinary shares from us in full), assuming an initial public offering
price of $ per ordinary share, which is the midpoint of the price range set
forth on the cover page of this prospectus, after deducting the estimated
underwriting discounts and commissions and estimated offering expenses
payable by us. We will not receive any proceeds from the sale of ordinary
shares by the Selling Shareholders.
We intend to use the net proceeds of this offering for general corporate
purposes and to invest in new acquisitions. However, we do not have binding
agreements for any material acquisition at this time. See Use of proceeds for a
more complete description of the intended use of proceeds from this offering.
Conflicts of interest Allen & Company LLC, one of the underwriters in this offering, and its
associated persons, including Leah Schwartz, a member of our board of
directors, beneficially own 25,960 of our class X-2 shares and 1,509,380 of our
class X-1 shares. Because Allen & Company LLC is an underwriter in this
offering and because an associated person of Allen & Company LLC, Leah
Schwartz, is both a managing director of Allen & Company LLC and a member
of our board of directors, Allen & Company LLC may be deemed to have a
“conflict of interest” under Rule 5121 of FINRA.
Accordingly, this offering will be conducted in accordance with the applicable
provisions of Rule 5121, which requires, among other things, that a “qualified
independent underwriter” as defined by Rule 5121 has participated in the
preparation of, and has exercised the usual standards of “due diligence” with
respect to, the registration statement and this prospectus. J.P. Morgan
Securities LLC has agreed to act as qualified independent underwriter within the
meaning of Rule 5121 for this offering and to undertake the legal responsibilities
and liabilities of an underwriter under the Securities Act, specifically including
those inherent in Section 11 of the Securities Act. J.P. Morgan Securities LLC
will not receive any additional fees for serving as qualified independent
underwriter in connection with this offering. We have
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agreed to indemnify J.P. Morgan Securities LLC against liabilities incurred in
connection with acting as qualified independent underwriter, including liabilities
under the Securities Act. Pursuant to Rule 5121, Allen & Company LLC will not
confirm sales of our ordinary shares to any account over which it exercises
discretionary authority without the prior written approval of the account holder.
See Underwriting (conflicts of interest).
Voting rights Following the completion of this offering, we will have two classes of shares
outstanding: ordinary shares and class A shares. Each ordinary share will be
entitled to one vote per share and will not be convertible into any other shares.
Each class A share will be entitled to five votes per share and will be convertible
at any time into one ordinary share upon request of the holder. In addition, our
class A shares will automatically convert into ordinary shares upon certain
events. Holders of our ordinary shares and class A shares will generally vote
together as a single class, unless otherwise required by our Bylaws or
applicable law. For additional information, see Description of share capital and
bylaws.
Dividend policy We do not anticipate paying any cash dividends on our ordinary shares in the
foreseeable future. We currently intend to retain all available funds and any
future earnings to fund the development and expansion of our business. Any
determination to pay dividends in the future will be at the discretion of our board
of directors and must be approved by a shareholder meeting, subject to our
Bylaws and applicable law, and will depend on a number of factors, including
our financial condition, results of operations, capital requirements, contractual
restrictions, general business conditions, and other factors that our board of
directors may deem relevant. See Dividend policy.
Risk factors See Risk factors and the other information included in this prospectus for a
discussion of factors investors should consider before deciding to invest in our
ordinary shares.
Listing We have applied to list our ordinary shares on Nasdaq under the symbol “BSP.”
The number of our ordinary shares and class A shares outstanding after this offering is based on ordinary shares and
class A shares outstanding as of , 2026, and excludes:
• ordinary shares issuable upon exercise of stock options outstanding as of , 2026, under our Stock Option Plans
(as described in Management — Equity compensation), with a weighted average exercise price of $ per share
• ordinary shares reserved for future issuance under the 2026 Equity Compensation Plan (as described in
Management — Equity compensation), as well as any shares that become issuable pursuant to the 2026 Equity
Compensation Plan
• ordinary shares issuable upon exercise of warrants (as described in Management — Warrants) outstanding as of
, 2026, with an exercise price of $ per share
Unless otherwise indicated, all information contained in this prospectus assumes:
• The filing and effectiveness of our Bylaws, which will occur prior to the completion of this offering
• No exercise by the underwriters of their option to purchase additional ordinary shares in this offering
• An initial public offering price of $ per ordinary share, which is the midpoint of the price range set forth on the cover page
of this prospectus
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Risk factors
Investors should carefully consider the risks and uncertainties described below and the other information in this prospectus
(including “Note regarding forward-looking statements”) before deciding to invest in our ordinary shares. There may also be
additional risks and uncertainties not presently known to us or that we currently deem immaterial. If any of these risks and
uncertainties occur, our business, results of operations, financial condition, prospects, and reputation could be materially and
adversely affected. In that event, the trading price and value of our ordinary shares could decline, and investors could lose all
or part of their investment.
Risks relating to our business and industry
Our growth strategy includes acquisitions, which could be difficult to identify, pose
integration challenges, divert leadership attention, require additional financing, and
materially and adversely affect our business
We acquire and transform digital businesses, and we expect acquisitions to remain our priority for the foreseeable future.
Identifying suitable acquisition opportunities can be challenging, time consuming, and competitive, and we may not be able to
source, evaluate, or complete acquisitions at the pace or on the terms we expect. The total addressable market for business
acquisitions that we believe could fit within our acquisition strategy is based on our internal analysis and it may prove to be
smaller than we expect. We may face intensified competition from strategic acquirers and financial sponsors, which may increase
purchase prices or reduce the number of attractive acquisition opportunities available. Our inability to complete acquisitions at a
sufficiently high rate and at appropriate prices, and to make appropriate investments that support our long-term strategy, could
materially and adversely affect our business, results of operations, and financial condition.
Any acquisition or investment may divert leadership’s attention from day-to-day operations, require significant time and resources
for diligence and negotiation, and result in expenses that we may incur whether or not a transaction closes. Our use of cash to
pay for acquisitions limits other potential uses of our cash and may deplete our cash reserves or require us to seek additional
financing. We may incur write-offs, impairment charges, amortization expenses, or other expenses related to goodwill and other
intangible assets we record.
Even when we complete an acquisition, integrating the acquired business and its technology, data, teams, and operations can be
complex and may not proceed as planned. The changes we implement following an acquisition may be significant and may
include overhauling technologies, integrating proprietary technologies, rewriting portions of the software, redesigning user
interfaces, accelerating product development, optimizing marketing and monetization, and restructuring the organization. This
process may be more costly or take longer than expected. It may introduce defects, performance issues, or downtime that can
adversely impact revenue and profitability or harm customer or user satisfaction, retention, and ratings. Differences in
technologies, open-source license use, or third-party dependencies can complicate the integration process. Contracts with key
vendors, including licensors, payment providers, or other third parties may be non-assignable or require renegotiation on less
favorable terms. Our historical performance may have benefited from cost optimization measures implemented in the acquired
businesses, and our future profitability may differ if similar opportunities for cost optimizations are not available. We may also be
unable to integrate and retain our key team members or those from an acquired business, or to integrate or transfer technology
systems effectively. Moreover, different laws, regulations, and practices with respect to employment relationships, work councils,
and labor unions may make it more difficult to restructure the organization of an acquired business for long-term success in
certain jurisdictions.
Certain acquisitions have included, and in the future may include, entering into transition service and other agreements, and we
may depend on the selling party satisfying its obligations under such agreements, including any indemnification obligations, as
part of one or more acquisitions. In addition, many of our acquisition agreements include, and in the future may include, purchase
price adjustment mechanisms, such as adjustments based on closing cash, indebtedness, net working capital, or other agreed
measures. These adjustments may be complex, involve significant judgment and estimation, and depend on financial information
that may be incomplete or subject to differing interpretations. Disputes may arise regarding the preparation of closing statements,
the application of accounting principles or methodologies, or the calculation of adjustment
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amounts, and we may be required to make additional payments to the selling party or may be unable to recover amounts we
believe are owed to us.
If we are unable to identify and complete attractive acquisitions, integrate them effectively, realize anticipated benefits on the
expected timeline, or retain customers or users and key team members, our business, results of operations, financial condition,
and prospects could be materially and adversely affected.
We may be unable to raise capital when needed or on acceptable terms
We may require additional capital to support our operations, growth strategy, and acquisitions, and we may be unable to obtain
new capital on terms acceptable to us or at all. Our ability to access the capital markets and other sources of financing may be
affected by factors outside our control, including macroeconomic conditions, interest rates, investor sentiment, and volatility in the
equity and debt markets. If we are unable to obtain additional financing when needed, we may be required to delay, reduce, or
cancel investments in product development, marketing, infrastructure, or acquisitions, which could materially and adversely affect
our business, results of operations, financial condition, and prospects. Furthermore, the issuance of additional equity may dilute
shareholder value, and any increases in our level of indebtedness resulting from acquisitions could materially and adversely
affect our business, results of operations, financial condition, and prospects.
We may not effectively identify, or selling parties may omit to disclose, material matters in
connection with acquisitions
When assessing an acquisition opportunity prior to completion, we and any of our legal and financial advisers rely on the limited
available resources, including information and data, that selling parties provide to us. We and our advisers may not be able to
confirm the completeness, genuineness, or accuracy of such information and data. As a result, we depend on the integrity and
accuracy of the information provided by selling parties and others who act on a selling party’s behalf. Moreover, we and our
advisers may not have sufficient time to fully evaluate such information even if it is available.
Risks and liabilities that acquired businesses or assets may present and that are difficult to discover prior to completion include:
• Technical debt
• Data quality or data provenance issues
• Inadequate content moderation, privacy, security, or age-appropriate measures and controls
• Non-compliance with mobile application stores or other platform rules
• Non-compliant refund or billing practices
• Violations or disputes related to breach of contract, privacy and data protection, intellectual property rights, consumer
protection, intermediary liability, labor, employment and benefits, tax, and other laws and regulations
We may be responsible for unexpected liabilities that were not discovered during diligence for past or future acquisitions. We may
also carry out analyses or due diligence processes that may not reveal or highlight all relevant facts that may be necessary or
helpful when we are evaluating acquisition opportunities, or we may believe that under the circumstances it is commercially
reasonable not to carry out any diligence. For example, we may fail to identify or assess opportunity costs or certain liabilities,
shortcomings, or other circumstances when we are determining the value of an acquisition opportunity. We will also make
subjective judgments about the results of operations, financial condition, and prospects of an acquisition target. If a due diligence
process fails to fully and correctly identify material risks and liabilities, or if we consider such material risks to be commercially
acceptable relative to the opportunity and we do not receive adequate recourse for such risks, we may not be able to recover our
losses from the selling party.
The value of an acquisition opportunity may also be affected by fraud, misrepresentation, or omission by the selling party, its
advisers, or other parties. Such fraud, misrepresentation, or omission may artificially inflate our valuation of the acquisition
opportunity, causing us to overpay or increasing the risk that the acquired business is subject to unforeseen compliance
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costs, litigation, or regulatory action after completion, which could materially and adversely affect our business, results of
operations, financial condition, and prospects.
Our efforts to limit these liabilities through any diligence, contractual indemnities, escrows, or insurance may not be enforceable,
collectible, or sufficient to offset potential liabilities. We may also have to litigate to recover losses. Any of the foregoing could
materially and adversely affect our business, financial condition, results of operations, prospects, and reputation.
Our business depends in part on our ability to develop and use AI effectively, and AI may
expose us to risks
Our ability to compete and succeed requires developments in our technology and productivity such as the successful
implementation of AI technologies throughout our business. Many of our products and proprietary technologies incorporate AI,
and we leverage AI extensively in our operations. We use models from several third-party service providers, including Anthropic,
Google, and OpenAI, accessing them either via the provider’s application programming interface or, where possible, by hosting
them on a Technology Infrastructure we control. In addition, we use open-source models and we have developed proprietary,
narrow-purpose models that are deployed across several of our products and technologies.
There are significant risks involved in using AI technologies, and no assurance can be provided that our use of AI technologies
will enhance our productivity, operations, or products, produce the intended results, or keep pace with our competitors. AI
technologies are developing rapidly and may continue to evolve in ways that are difficult to predict, including through
advancements in widely available AI third-party models and open-source models. These developments may change customer
and user expectations, as well as their demand for products and features, including those offered by us, and may increase
competitive pressures or reduce differentiation. We may not be able to keep pace with this technological change, and we may fail
to develop, enhance, or maintain products and features that meet evolving customer and user expectations regarding AI
technologies. If we are slower or less effective than other companies in developing and leveraging AI-based technologies and
products to meet the needs of customers or to improve operations or productivity, our competitive advantages may be eroded.
Furthermore, developing, integrating, and operating AI technologies may require significant expenditures and may involve
substantial technical complexity. We may incur significant costs and experience delays in developing new products, features, and
technology solutions, or enhancing our existing ones to adapt to changes in AI technologies, and we may not achieve a return on
investment or successfully capitalize on opportunities presented by demand for AI-enabled solutions. In addition, although AI
adoption may continue and could accelerate, the long-term trajectory of AI development and adoption is uncertain, and market
acceptance, understanding, and valuation of AI-integrated products and features may be unpredictable. If we misjudge the
perceived value of AI-enabled products or features, or if broader perceptions of AI change adversely, demand for our products
could decline.
AI technologies, including broadly available third-party models, are complex and may be subject to performance limitations or
unexpected behavior. If the AI technologies we use are deficient, inaccurate, biased, unreliable, or otherwise fail to perform as
intended, our products and operations could be negatively affected, including through reduced product quality, customer
dissatisfaction, operational inefficiencies, competitive harm, and harm to our brand and reputation. Among other AI technologies,
we incorporate generative AI technologies that can produce and output new content, including software code, data, and
information, into our products, tools, and internal operations. There is a risk that generative AI technologies could produce
inaccurate, misleading, or other unexpected results or behaviors, such as hallucinatory behavior that can generate irrelevant or
incorrect results. While we take measures designed to ensure the accuracy of such AI-generated content, those measures may
not be sufficient or successful and, in some cases, we may need to rely on customers or users to report such inaccuracies.
The development and use of AI also raise significant legal, regulatory, and contractual risks (see — Risks relating to legal and
regulatory matters — We are subject to new and evolving laws and regulations relating to the use of AI technologies). AI
models are trained using one or more data sets and may rely on third-party data, content, software, or other inputs. If the design,
training, testing, or use of AI models involves incomplete, inadequate, or biased data, or if data or other inputs are used without
sufficient rights or in violation of any applicable restrictions, we could be exposed to claims or liability related to intellectual
property infringement or misappropriation, privacy, data protection, publicity, consumer protection, or other rights, as well as
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breach of contract, regulatory enforcement, or other legal claims. In addition, errors or perceived errors in AI outputs, or outcomes
that are controversial, misleading, discriminatory, or otherwise unacceptable to customers, users, regulators, or the public, could
result in increased scrutiny, reduced adoption of our products, or other adverse impacts. Concerns relating to the responsible use
of AI technologies by our customers or users, including uses that are perceived as harmful, inappropriate, or controversial, could
also result in reputational harm and may increase the risk of legal claims or regulatory enforcement. These risks may be
heightened to the extent that our AI-enabled products process or generate content at scale. For example, public disclosures or
perceived changes relating to AI, such as references to AI in a product’s terms of service, has triggered and in the future may
trigger negative customer reaction and media coverage, increased scrutiny, or reputational harm even if the product’s underlying
functionalities or operations are not materially changing.
As AI technologies and the applicable legal and regulatory framework are rapidly developing and highly complex, it may not be
possible to predict or identify all of the risks that may arise in connection with our current or future use of AI technologies. If any of
the foregoing risks materialize, our business, results of operations, financial condition, and prospects could be materially and
adversely affected.
We may be unable to attract, develop, or retain talent at the scale required by our
business, labor costs may increase, and we may suffer workforce disruptions
Our success depends on our ability to attract, develop, and retain highly skilled personnel. The process of hiring individuals with
the combination of skills and attributes required to implement our strategy can be difficult and time consuming, and we face
intense competition for this talent from well-established companies as well as smaller or emerging companies, many of which
have greater resources, more recognized brands, and the ability to offer cash or equity compensation that may be more attractive
than ours. In addition, we may find it difficult to recruit talent who are willing to relocate to, or regularly work from, the locations
where we operate.
Our business model requires maintaining a lean organizational structure with effective collaboration across teams and high talent
density. Our strategy includes acquiring businesses and implementing deep changes, which requires allocating talent to acquired
businesses and integrating and motivating team members from acquired businesses. As we scale, the challenge of hiring,
developing, and retaining increasing numbers of team members without compromising talent quality may increase, and attrition
could rise as competition for talent intensifies. Loss of key team members, failure to retain key team members from acquired
businesses, or prolonged vacancies in specialized roles could materially and adversely affect operations, product development,
product quality, reliability, user experience, customer support, innovation, and integration efforts.
To remain competitive, attract and retain talent, and support our growth we expect to expand hiring into new jurisdictions and
continue relying on remote teams, contractors, authorized staffing agencies, and employer-of-record arrangements. This may
increase complexity and risk relating to labor, social security, immigration, tax, and benefits administration, information security
and access controls, confidentiality, and intellectual property assignment and ownership.
In addition, compensation pressures in our industry may increase our operating costs. Higher salary benchmarks, increased
competition for talent, and the need to provide equity, benefits, or other incentives to attract and retain talent could elevate
expenses and reduce margins. Labor laws and practices in the jurisdictions where we operate may further increase costs, impose
procedural requirements, or reduce workforce flexibility. In certain jurisdictions, team members may be represented by work
councils or may be subject to collective bargaining arrangements, and team members may seek additional representation in the
future, which could increase costs and operational complexity. Moreover, in Italy and certain other jurisdictions, membership in a
union is information that employees need not disclose to employers, potentially making our future ability to address labor
organizing issues among our team more difficult. While we have not experienced such disruptions in the past, we may experience
work stoppages, strikes, or other labor disruptions, including among key third-party contractors and service providers.
If we are unable to effectively manage these risks, our business, results of operations, financial condition, and prospects could be
materially and adversely affected.
Our leadership team may depart at any time
Our success depends in significant part on the continued service of our leadership team, including our co-founder and chief
executive officer, Luca Ferrari, and our co-founder and head of business acquisitions, Francesco Patarnello. Each member of
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our leadership team has significant expertise and plays an important role in executing our strategy, including identifying and
evaluating acquisition opportunities, leading transformations, and driving product and operational performance. We heavily rely
on their continued service, performance, contribution to core areas, and efficient execution of our business. We have not entered
into employment agreements with Luca Ferrari or Francesco Patarnello and they may terminate their relationship with us at any
time. We may be unable to replace such individuals in a timely manner, on acceptable terms, or at all. The loss of any member of
our leadership team could disrupt our operations, delay or prevent the achievement of our business objectives, and materially
and adversely affect our business, results of operations, financial condition, prospects, and reputation.
Our company culture has contributed to our success, and we may not be able to maintain
this culture as we grow
We believe our company culture has been an important contributor to our success. Our culture is designed to support our ability
to appeal to highly talented, driven, and collaborative talent, operate efficiently, and execute our strategy, including integrating and
transforming acquired businesses.
As we continue to grow, including through acquisitions, we may find it increasingly difficult to maintain aspects of our culture
across a larger and more geographically dispersed organization and across teams with different backgrounds and expectations.
Growth may increase organizational complexity and communication challenges, slow decision-making, reduce accountability, or
create misalignment across teams. In addition, integrating new team members from acquired businesses may require significant
leadership attention and may create cultural friction or reduce cohesion, which could negatively affect productivity, collaboration,
and execution.
If we are unable to preserve and reinforce the elements of our culture that have contributed to our success, we may experience
higher turnover from our talent, difficulty attracting and retaining talent, reduced operational effectiveness, and challenges
executing our business strategy, any of which could materially and adversely affect our business, results of operations, financial
condition, prospects, and reputation.
Reorganizations and restructurings may disrupt our operations and harm our reputation
In the past, we have frequently implemented, and we expect to continue to implement, at least with each acquisition, workforce
reductions, restructurings, or other forms of reorganizations to streamline operations, integrate acquisitions, increase innovation,
agility, and speed of execution, and reduce costs.
Reorganizations can result in the loss of institutional knowledge and can disrupt operations, product roadmaps, and release
schedules, and make it more difficult to maintain consistent engineering, security, and quality standards across our products and
businesses. These actions are difficult to implement, and may also divert leadership attention, reduce productivity, and require
additional recruiting, onboarding, and training to address critical gaps. In addition, reorganizations may involve significant costs,
including severance, benefits, retention or transition costs, professional fees, and other related expenses.
Reorganizations may also negatively affect the morale of our team members and may impair our ability to attract, retain, and
motivate key talent, including within acquired businesses. They may influence how our brand is perceived by customers, users,
business partners, and prospective candidates, and could result in adverse media coverage or other reputational harm. In
addition, reputational harm associated with reorganizations could materially and adversely affect our acquisition strategy.
Potential acquisition targets or selling parties may be reluctant to engage with us if they believe an acquisition could negatively
affect their brand, workforce, culture, or reputation, which could limit our ability to pursue or complete acquisitions on attractive
terms or at all.
We have in the past faced and may in the future face employment-related claims, disputes, or regulatory scrutiny in connection
with reorganizations, including allegations of wrongful termination, discrimination, work-related injuries, retaliation, wage-and-hour
violations, or failures to comply with severance, notice, or consultation obligations such as work council or collective procedures.
These matters could result in investigations, litigation, settlements, penalties, and additional costs. If we do not manage workforce
reductions and reorganizations effectively, our business, results of operations, financial condition, prospects, and reputation could
be materially and adversely affected.
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We may suffer damage to our reputation or brands, including the reputation of any of our
products
The reputation of our business and our products is important to our success. Maintaining and enhancing our brands helps us
attract and retain customers and users, supports our pricing and subscription plans, and contributes to the long-term value of our
product portfolio.
Our brands and reputation could be harmed in many ways, including if:
• A product experiences quality issues, persistent bugs, outages, service interruptions, or poor performance
• Customers or users have negative experiences with billing, refunds, renewals, or customer support
• We implement changes that are perceived negatively by customers, users, team members, or the public, such as
reorganizations, price increases, or changes to product features or monetization strategies
• We are perceived to have misled customers or users in advertising, purchase option presentation, or changes in pricing,
subscription plans, or billing models
• We suffer a data privacy or security incident
• We fail to comply with applicable law, regulation, or platform rules
• A product is removed from, restricted on, or downgraded within a mobile application store, search engine, or other
distribution channel
• We face claims or allegations relating to intellectual property infringement or violations of privacy or data protection laws
• User-generated content uploaded to one of our products violates a third party’s rights, is unlawful, or is otherwise
questionable or harmful
• We are subject to unfavorable media coverage, social media attention, or online reviews, including in connection with
acquisitions, integrations, reorganizations, restructurings, or other efforts to streamline operations
Because some of our products operate under the Bending Spoons brand name or are known to have been acquired by Bending
Spoons, harm to the reputation of one product can adversely affect the perception and performance of our other products. For
example, negative reviews, media coverage, ratings, or search engine or mobile application store placement affecting a single
product may influence how customers or users view us, our developer pages, cross-promotions, and new releases, reduce trust
in our broader portfolio, and lead to increased scrutiny of our other products by customers, users, platforms, regulators, or other
third parties. In addition, certain actions or decisions such as reorganizations may receive disproportionate attention and online
discourse relative to other aspects of our business, which may amplify reputational harm. As our portfolio grows and our products
reach more customers and users across different categories, markets, and regions, the likelihood that an incident affecting one
product could have broader effects may increase.
In addition, industry standards and customer and user expectations may continue to evolve, including with respect to product
quality, user experience, privacy, security, accessibility, and customer support. If we do not meet these evolving expectations, or if
competitors deliver superior experiences, the strength of our brands may decline. Moreover, third parties using similar names or
branding, or the distribution of unauthorized imitations, copies, or modified versions of our products, may also harm our reputation
and brand value.
Our employer brand is also important to our business. If our reputation is harmed, we may experience increased difficulty
attracting, retaining, and motivating talent. Damage to our reputation or brands could also negatively affect our relationships with
lenders, business partners, and investors, and our ability to execute our business strategy.
If our reputation or the value of our brands is harmed or declines, whether due to events affecting the Bending Spoons brand, a
single product, or our portfolio as a whole, our business, results of operations, financial condition, and prospects could be
materially and adversely affected.
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We operate internationally and are subject to risks associated with the legislative,
regulatory, judicial, accounting, political, and economic conditions in the markets and
territories in which we operate
Our headquarters are in Italy, we operate internationally, our products are offered globally, and we expect to continue to expand
our international presence. We may become subject to various laws and regulations as we expand into new markets, introduce
new products, features, or technologies, or acquire businesses or products. Operating across multiple jurisdictions increases the
complexity of our business and exposes us to risks that may differ from those faced by companies with more limited geographic
operations. Risks associated with our international operations include, among others:
• Political instability, adverse changes in diplomatic relations, and unfavorable economic and business conditions in the
markets in which we operate or into which we may expand
• More restrictive, inconsistent, or otherwise unfavorable laws and regulations, including evolving regulation of AI and digital
products, which could increase compliance costs, require changes to our products or operations, or limit or prohibit certain
offerings in particular jurisdictions
• The need to comply with differing, and sometimes conflicting, legal and regulatory standards relating to consumer protection,
privacy and data protection, payment processing, content or product restrictions, and other aspects of our products and
operations
• Limitations on the protection and enforcement of intellectual property rights across jurisdictions
• Increased difficulties of integrating acquisitions across jurisdictions
• Restrictions on the ability of our foreign subsidiaries to repatriate profits or otherwise remit earnings, and exposure to
currency controls or other governmental actions
• Adverse tax consequences arising from the complexity of operating across multiple jurisdictions and from changes in, or
new interpretations of, tax laws, regulations, treaties, or enforcement practices
• Expropriation of assets, nationalization, or other governmental actions, including the risk of renegotiation or modification of
existing agreements with government authorities
• Diminished ability to enforce contractual rights or obtain effective legal remedies in foreign jurisdictions
• Lower levels of internet access, credit card usage, or consumer spending in certain markets compared to the E.U., the U.K.,
and the U.S.
• Difficulties managing operations and adapting to customer and user needs due to distance, language, and cultural
differences, including differences in local business practices and customs, and challenges in maintaining effective
management, operational, financial reporting, and internal control systems across jurisdictions
Due to the size and scale of our operations and the factors described above, we may not be able to anticipate or address these
risks in a timely manner or at all. If we are unable to effectively manage the risks associated with our international operations, our
business, results of operations, financial condition, and prospects could be materially and adversely affected.
We are subject to risks related to adverse global economic and geopolitical conditions as
well as natural disasters
Our business is subject to risks associated with global political and economic conditions. The purchase and use of our products
are often discretionary and may require a significant commitment of resources. Demand for our products may fluctuate with
market conditions. As a result, adverse global economic conditions could reduce consumer and business spending and
negatively affect demand for our products. Macroeconomic uncertainty may be driven by factors such as reduced consumer
confidence, fears of recession, unemployment levels, inflation, rising interest rates, the availability and cost of consumer credit,
and changes in tax rates. In addition, perceived or actual instability in banking and financial markets, regulatory uncertainty, and
changes in trade policies and restrictions (including tariffs, trade controls, and other barriers) may increase costs and contribute to
market volatility. These conditions could lead to reduced demand, pricing pressure, slower growth
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across our product portfolio, and, for certain offerings, longer or less predictable sales cycles. Economic deterioration may also
impair collections on accounts receivable and adversely affect our liquidity.
Geopolitical instability and conflicts may further increase volatility and disrupt global economic conditions, including through
sanctions, retaliatory measures, and disruptions to international commerce. These conditions may also disrupt global supply
chains and logistics, including the manufacturing, transportation, customs clearance, or availability of components for our
hardware products, which could increase costs, delay deliveries, or reduce product availability. In addition, we have team
members and operations in regions that have experienced geopolitical instability or armed conflict, including Israel and Ukraine,
and we may be materially and adversely affected by any escalation of conflict, war, terrorist attacks, or related disruptions in
those regions or elsewhere. We may also be materially and adversely affected by natural disasters, global health crises, and
other catastrophic events beyond our control, including earthquakes, hurricanes, floods, fires, power outages, impacts on power
cost, cyberattacks, telecommunications failures, pandemics, and epidemics. Climate change could increase the frequency or
severity of certain events. These circumstances or incidents could disrupt our operations, damage or disrupt our technology
infrastructure, delay product development, cause service interruptions, result in reputational harm, or lead to data security
incidents or loss of critical data. Advances in AI are still unknown and could increase such risks, including cyberattacks, terrorism,
disruption to labor markets, criminal misuse, autonomous warfare, and catastrophic accidents.
We maintain business continuity and disaster recovery strategies and certain insurance coverage, but these measures may not
be sufficient to prevent or mitigate all adverse effects of such events. If any of these risks materialize, our business, results of
operations, financial condition, and prospects could be materially and adversely affected.
Operating as a public company may increase our costs, divert leadership attention, and
expose us to additional risks
As a public company, we will be subject to increased legal, regulatory, reporting, and corporate governance requirements,
including under U.S. securities laws and the rules of the SEC and Nasdaq. Compliance with these obligations requires significant
time and attention from our leadership and other team members and may divert resources away from executing our business
priorities, including our growth and acquisition strategy.
Operating as a public company also increases our administrative, accounting, legal, and infrastructure costs, including costs
associated with financial reporting, internal controls, investor relations, public disclosures, audit and advisory services, director
and officer insurance, and maintaining governance and compliance programs. These costs may be significant and may increase
over time, including as regulatory requirements evolve or as our business grows in size and complexity.
In addition, we may be subject to increased scrutiny from regulators, lenders, investors, analysts, the media, and other
stakeholders, and we may face an increased risk of litigation, including securities class actions, shareholder derivative actions,
and other claims relating to our public disclosures, governance practices, or share price volatility. Defending such matters,
regardless of outcome, may be costly, time consuming, and disruptive, and could divert leadership attention.
Our status as a public company may also make us a more attractive target for competitors seeking to recruit or poach our team
members and make it more difficult to attract, retain, and motivate talent. Increased public visibility and disclosure regarding our
strategy, operations, and financial performance may also provide competitors with additional insights into our business, which
could intensify competition.
If we are unable to effectively manage these requirements, costs, and risks, our business, results of operations, financial
condition, and prospects could be materially and adversely affected.
Our pre-acquisition forecasts may prove materially inaccurate
Our strategy depends in part on our ability to evaluate acquisition targets and forecast their future performance and value-
creation potential. In assessing acquisition opportunities, we consider high-level criteria such as size, predictability of cash flows
over several years, and our perceived margin for improvement through product, technology, monetization, and operational
changes. We also analyze the available data, set detailed assumptions, and assess the expected return profile of an acquisition
across different price points and probability-weighted scenarios, including on a risk-adjusted basis.
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Despite these efforts, our pre-acquisition forecasts and assumptions may be incorrect, incomplete, or based on information that is
limited, inaccurate, or difficult to verify. Our valuation process involves making subjective judgments about the acquisition target’s
future revenue, retention, engagement, pricing power, costs, margins, and growth trajectory, as well as the feasibility and timing of
the improvements we expect to implement. Generating these forecasts is particularly difficult in our industry, which is rapidly
evolving and subject to changes in technology, platform policies, competitive dynamics, customer and user preferences,
macroeconomic conditions, and regulatory requirements.
Our forecasts also depend on assumptions about the effectiveness, speed, and cost of the changes we intend to implement
following an acquisition. These efforts may take longer or cost more than expected, or fail to generate the expected benefits. If we
misjudge growth potential, underestimate competitive pressures, or fail to achieve other anticipated improvements, the returns on
an acquisition may be lower than expected.
If our pre-acquisition forecasts are materially inaccurate, we may overpay for an acquisition, fail to achieve expected returns,
incur unexpected costs, be required to record impairments or other charges, or divert significant leadership time and resources
from other opportunities, any of which could materially and adversely affect our business, results of operations, financial
condition, and prospects.
We face significant competition and are subject to a rapidly evolving technological
landscape
The industry and the markets in which we operate are highly competitive, rapidly evolving, and subject to continuous
technological changes and shifting customer demands and needs. We compete with a wide range of companies, including well-
established companies with significantly greater financial, technical, marketing, sales, data, distribution, and other resources, as
well as smaller or emerging companies that may be able to innovate more quickly, offer differentiated products, features, or
business models, or operate from jurisdictions with less developed regulatory frameworks or less consistent enforcement.
To remain competitive in the markets in which we operate, we invest in the optimization and development of our businesses. The
process of optimizing or developing new technologies, products, and features is complex, and it may include, among other things,
the use of the latest advancements in data processing, AI, cloud-based technologies, and other tools to differentiate our features,
products, and technologies. Differences in distribution channel rules, device penetration, payment methods, and customer or user
preferences across markets mean competitive dynamics may vary significantly by country, increasing operational complexity.
Our competition may intensify if new or existing competitors expand or lower the price of their offerings, make them available for
free, or launch more attractive products or features, better technologies, or user experiences. Technology platform operators may
also launch, expand, bundle, or favor their own products. To compete effectively, we may be required to increase our spending on
product development, customer support, and marketing activities, and to reduce prices or introduce new features more quickly
than planned, any of which could increase our costs and reduce our margins. If we cannot differentiate our products, offer high-
quality user experiences, or adapt to changing customer or user preferences, our growth and profitability could be materially and
adversely affected. If customers or users do not find our products to be compelling, or if other existing or new products are
perceived by our customers or users to be better, our business, results of operations, financial condition, and prospects could be
materially and adversely affected.
We also face competition for opportunities that fit within our acquisition strategy from financial sponsors, strategic acquirers, and
a potential target’s management, and such competition may intensify, which could increase purchase prices or limit our ability to
source new opportunities on favorable terms.
We may be unable to execute product development, improvement, and innovation
effectively
Our business depends in part on our ability to identify, prioritize, and execute product and technology improvements that enhance
user experiences, drive engagement and retention, and support monetization. The process of developing, improving, and
maintaining digital products and related technologies is complex, resource intensive, and subject to significant uncertainty. We
may be unsuccessful in designing, launching, or scaling new features, pricing models, product experiences, or hardware,
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performance, and they should consider and evaluate our prospects in light of the risks and uncertainties frequently encountered
by growing companies in rapidly evolving industries. These risks and uncertainties include challenges in accurate financial
planning as a result of limited historical data relevant to the current scale and scope of our business, the uncertainties in
forecasting the incremental performance that future acquisitions may contribute, and the uncertainties resulting from recent
acquisitions and having had relatively limited time to integrate them.
We are not certain whether we will be able to sustain or increase our revenue or whether we will attain sufficient revenue to
maintain profitability in the future. It is possible that our costs and expenses will increase in future periods. In particular, we intend
to continue to make significant investments to grow our business in such areas as:
• Research and development, including new applications and technologies such as AI
• Our Technology Infrastructure, including systems architecture, scalability, availability, performance, and security
• Acquisitions or strategic investments, and the integration of any such acquisitions
• New products, user experiences, and features, including AI-powered products or features
• Productivity improvements, including through enhanced expertise, processes, and company culture
• Employer branding, recruiting capabilities, and access to talent
• Product brand awareness, marketing, and communications activities
• Sales capabilities
• Global expansion and diversification across regions, segments, and business models
• Our general and administrative organization and the legal, information technology, and accounting teams and processes
associated with being a public company
Even if such investments increase our revenue, any such increase may not be enough to offset our increased operating
expenses, and we may not be able to maintain profitability, and our business, results of operations, and financial condition could
be materially and adversely affected.
Risks relating to legal and regulatory matters
We are subject to direct investment and national security review regimes, including the
Committee on Foreign Investment in the United States and the Italian Golden Power
framework
We are subject to foreign direct investment and national security review regimes in multiple jurisdictions that may apply to
corporate resolutions, acquisitions, financings, and other transactions based on factors such as the nature of our or the
acquisition target’s activities or assets, including access to sensitive data, critical technologies, communications infrastructure, or
other services deemed strategic.
For example, following the completion of our acquisition of AOL Holdco I LLC in January 2026, we submitted a voluntary notice to
the Committee on Foreign Investment in the United States (“CFIUS”) in March 2026. That filing is on file with CFIUS and is
currently undergoing the review process. We expect that the CFIUS review process could take several months. We cannot
predict the scope, duration, or outcome of CFIUS’s review. We cannot rule out the possibility that CFIUS may require mitigation,
which could impose material conditions or restrictions on the ownership, operation, governance, or integration of AOL, or delay or
prevent planned initiatives, increase our costs, or otherwise adversely affect us. In an extreme case, CFIUS can recommend that
the President of the United States require divestiture or unwind the transactions, which we do not expect.
In April 2026, we received questions from the unit within the U.S. Treasury Department that inquires about foreign investment
transactions that are not voluntarily filed with CFIUS in connection with our acquisition of Eventbrite, Inc., which closed in March
2026. We have responded to the Treasury Department’s questions about the transaction. The Treasury Department may request
that we make a formal voluntary CFIUS filing with respect to the Eventbrite transaction. Any such CFIUS filing would be subject to
the same review process and risks as those described in connection with the AOL Holdco I LLC filing.
37
Case: 26-1721 Document: 41 Page: 39 Filed: 08/19/2026
TABLE OF CONTENTS
Under the Italian Law Decree No. 21 of March 15, 2012 (as converted into law and amended from time to time, the “Golden
Power Legislation”), notifications may be required and the Italian Presidency of the Council of Ministers (“Golden Power
Authority”) may review, impose conditions on, restrict, or prohibit (i) the acquisition of interests, including through the enforcement
of security interests, in companies with assets or relationships in strategic sectors (including the defense and national security,
energy, transport, communications, healthcare, critical technologies, and financial or personal data processing sectors), and
(ii) corporate resolutions, acts, or transactions approved by companies holding assets and relationships in strategic sectors that
result in a change in ownership, control, possession, availability, intended use, or purpose of such assets or relationships,
including the transfer of voting or other governance rights to secured creditors and, where they produce the effects described
above, the granting, issuance, or extension of security interests over shares or strategic assets. The Golden Power Legislation
may also apply to intra-group resolutions, acts, or transactions that produce the effects described above. In particular, under the
Golden Power Legislation, acquisitions of controlling interests in strategic companies operating in the energy, transport,
communications, healthcare, financial, and agri-food sectors by investors located within the E.U. or the European Economic Area,
and acquisitions of interests representing at least 10% of the voting rights or share capital (where the value of the investment is at
least €1 million) in strategic companies operating in any sector of relevance under the Golden Power Legislation by investors
located outside the E.U. or the European Economic Area, as well as subsequent acquisitions that result in the thresholds of 15%,
20%, 25%, or 50% being exceeded, are subject to notification to the Golden Power Authority, which may exercise its powers to
prohibit the transaction or impose conditions or other measures. In the defense and national security sector, the notification
threshold is exceeded upon the acquisition of more than 3% of the voting rights or share capital, irrespective of the nationality of
the investor.
According to recent case law of the Italian Supreme Administrative Court (Consiglio di Stato), outside the defense and national
security sectors, the creation or extension of a pledge that leaves voting and administrative rights with the pledgor until the
occurrence of an event of default does not, in itself, trigger a notification under the Golden Power Legislation, on the condition
that any subsequent enforcement or transfer of votiShowing the first 150,000 of 613,742 characters. Full text.