Bending Spoons announces proposed offering of senior secured notes

MILAN, Oct. 27, 2026 (GLOBE NEWSWIRE) -- Bending Spoons S.p.A. (“Bending Spoons”) today announced the proposed offerings of $1.5 billion (approximate equivalent) senior secured notes, subject to market and other conditions. The offerings are composed of $1 billion aggregate principal amount of U.S. dollar-denominated senior secured notes and $500 million (approximate equivalent) of euro-denominated senior secured notes (together, the “Notes”), both due in 2032.

The U.S. dollar-denominated Notes are proposed to be issued by Bending Spoons US Inc., a Delaware corporation, while the euro-denominated Notes are proposed to be issued by Bending Spoons Operations S.p.A., a joint stock company (società per azioni) organized under the laws of Italy. Each issuer is an indirect wholly owned subsidiary of Bending Spoons. Bending Spoons will not issue or guarantee the Notes.

The net proceeds from the offerings are intended to fund future acquisitions, to pay costs, fees, expenses, and taxes in connection with the offerings, and for other general corporate purposes. The interest rates, issue prices, and other terms of the Notes will be determined at pricing. There can be no assurance that the offerings will be completed on the terms described or at all.

This press release is being issued pursuant to Rule 135c under the Securities Act of 1933, as amended (the “Securities Act”). It does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities.

The Notes are being offered only to persons reasonably believed to be qualified institutional buyers in reliance on Rule 144A under the Securities Act, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The Notes and the related guarantees have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.

Forward-Looking Statements
This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release are forward-looking statements. Forward-looking statements include statements about the proposed offering, including the expected use of proceeds. In some cases, forward-looking statements can be identified by words or phrases such as “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “anticipate,” “aim,” “intend,” “plan,” “believe,” “estimate,” “potential,” “continue,” “foresee,” “forecast,” “in our view,” “probably,” “likely,” or other similar expressions.

Forward-looking statements reflect our current expectations and are based on assumptions and information available as of the date of this press release. Actual results and events may differ materially from those expressed or implied by such forward-looking statements due to a variety of risks and uncertainties, some of which are beyond our control. These include the risks and uncertainties described in the sections Risk factors and Management’s discussion and analysis of financial condition and results of operations in our registration statement on Form F-1, which is on file with the U.S. Securities and Exchange Commission and is available on our investor relations website at investors.bendingspoons.com and on the U.S. Securities and Exchange Commission website at www.sec.gov.

Readers are cautioned not to place undue reliance on forward-looking statements. Except as required by applicable law, we assume no obligation to update any forward-looking statements.

Contacts
Investors: investor-relations@bendingspoons.com
Media: press@bendingspoons.com