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SEC · EDGAR 财务披露·· 4 小时前精选AI 评分60

Bending Spoons完成对Miro的收购,前股东约2.95亿美元认购新发行股份

6-K - Bending Spoons S.p.A. (0002004711) (Filer)

AI 导读

Bending Spoons于2026年10月26日完成此前宣布的对RealTimeBoard, Inc.(d/b/a Miro)全部已发行及流通股份的收购。交割时,部分Miro前股东将约2.95亿美元出售所得投资于Bending Spoons新发行的约620万股普通股;该等股份通过私募配售发行,并豁免依据美国《证券法》注册。

推荐理由

材料披露了收购完成及前股东参与的私募配售,说明交易交割与部分出售所得再投资安排。

正文 · 原文

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of October 2026

Commission File Number: 001-43382

Bending Spoons

Bending Spoons S.p.A.

(Exact name of registrant as specified in its charter)

Via Nino Bonnet 10

20154 Milan

Italy

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

Information contained in this report on Form 6-K

On October 26, 2026, Bending Spoons S.p.A. completed its previously announced acquisition of all of the issued and outstanding shares of RealTimeBoard, Inc. (d/b/a Miro), a Delaware corporation (the “Company”).

At closing, certain former Company shareholders invested approximately $295 million of their proceeds in approximately 6.2 million newly issued ordinary shares of Bending Spoons. The shares were issued in a private placement exempt from registration under the U.S. Securities Act of 1933, as amended.

Incorporation by reference

Other than as indicated below, the information in this report on Form 6-K will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.

The information contained in this report on Form 6-K (excluding Exhibit 99.1) is hereby incorporated by reference into the registration statement on Form S-8 of Bending Spoons S.p.A. (File No. 333-297730).

EXHIBIT INDEX

Exhibit No.Description
99.1Bending Spoons completes the acquisition of Miro

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Bending Spoons S.p.A.

Date: October 26, 2026By: /s/ Luca Ferrari
Name: Luca Ferrari
Title: Chair of the board of directors, co-founder, and chief executive officer

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