The offering totaled 57,971,015 ordinary shares, split between 34,398,640 shares sold by the company and 23,572,375 shares sold by existing shareholders (the Selling Shareholders). At the $29.00 offering price, the combined offering size was $1,681,159,435, consisting of $953,917,285.50 of proceeds before expenses to the company and $653,691,424.22 of proceeds before expenses to the Selling Shareholders. The per-share underwriting discount and commission was $1.26875, for aggregate underwriting discounts of $73,550,725.28. The company will not receive any proceeds from shares sold by the Selling Shareholders. After the offering, 324,978,625 ordinary shares were expected to be outstanding (or 330,222,651 if the underwriters' option is exercised in full), meaning the primary and secondary shares sold represented roughly 18 percent of post-offering ordinary shares outstanding.
The underwriters were granted a 30-day option to purchase up to an additional 5,244,026 ordinary shares from the company and up to an additional 3,451,626 ordinary shares from the Selling Shareholders to cover over-allotments. If exercised in full, net proceeds to the company would rise from an estimated $933 million to $1,079 million. The 424B4 prospectus does not disclose whether this over-allotment option was ultimately exercised.
The company estimated net proceeds to itself of approximately $933 million after underwriting discounts and offering expenses. It stated it intends to use the net proceeds for general corporate purposes and to invest in new acquisitions, but specified it did not have binding agreements for any material acquisition at the time of the prospectus. The company said it would have broad discretion over the specific application of proceeds and has not declared or paid cash dividends, with no dividends anticipated in the foreseeable future.
The underwriting syndicate, in order of allocated shares per the underwriting agreement, was led by Goldman Sachs International (11,594,203 shares) and J.P. Morgan Securities LLC (11,594,203 shares) as Global Leads and Joint Bookrunning Managers, together with Allen & Company LLC (9,710,145 shares), also a Global Lead. The remaining joint bookrunning managers and their allocated shares were Wells Fargo Securities, LLC (3,623,188), BofA Securities, Inc. (3,478,261), Jefferies LLC (3,478,261), Evercore Group L.L.C. (2,898,551), BNP Paribas Securities Corp. (2,898,551), Mizuho Securities USA LLC (2,898,551), SG Americas Securities, LLC (2,898,551), Credit Agricole Securities (USA) Inc. (869,565), Intesa Sanpaolo S.p.A. (869,565), UniCredit Capital Markets LLC (869,565), and Banca Akros S.p.A./Gruppo Banco BPM (289,855), totaling 57,971,015 shares. Underwriters proposed to offer shares to the public at the IPO price and to certain dealers at a concession of up to $0.76125 per share, with any reselling dealers able to extend a further discount of up to $0.25375 per share.
Because this was an initial public offering with no prior public market for the shares, there is no prior closing price against which to measure a premium or discount; the $29.00 IPO price was set through negotiation between the company and the underwriters. The prospectus discloses that investors purchasing in the offering would face immediate dilution of $34.44 per share (or $34.16 per share if the underwriters' option is exercised in full), based on a pro forma as further adjusted net tangible book value of $(5.44) per share as of March 31, 2026, versus the $29.00 offering price. Actual net tangible book value per share as of March 31, 2026 was $(7.30), reflecting the company's leveraged balance sheet prior to the offering; the IPO increased net tangible book value per share by $1.86 for existing shareholders.
The company disclosed its legal advisors in the prospectus: Latham & Watkins LLP passed upon the validity of the ordinary shares and certain other matters of Italian and U.S. federal law for the company, Milbank LLP passed upon certain matters of U.S. federal law for the underwriters, and Legance Avvocati Associati passed upon certain matters of Italian law for the underwriters. The company's financial statements for 2023, 2024, and 2025 were audited by Deloitte & Touche S.p.A.
The company also registered its ordinary shares for listing under Section 12(b) of the Exchange Act via a Form 8-A12B filed July 1, 2026, confirming the Nasdaq Stock Market LLC as the listing exchange. No separate pricing 8-K or free-writing prospectus pricing term sheet was identified; as a foreign private issuer, Bending Spoons reports ongoing corporate events via Form 6-K rather than Form 8-K. A 6-K filed July 28, 2026 disclosed a subsequent, separate debt financing (a new EUR 500 million term loan facility, part of EUR 1.49 billion in new and expanded credit facilities since the beginning of the second quarter of 2026) for general corporate purposes and acquisitions, but this is a distinct financing event from the IPO itself and does not alter or confirm the equity offering's final terms or over-allotment outcome.