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)​

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:

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.

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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 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 sale is not permitted.

(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

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

Joint Bookrunning Managers

*listed in alphabetical order

Prospectus dated                 , 2026

 

Table of contents

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

 

Letter from the team

Origins

It’s the middle of the night on August 2, 2010, in Lombok, Indonesia. The three of us — Francesco Patarnello, Matteo Danieli, and Luca Ferrari — are exhausted from long days of backpacking on this trip to mark our graduation in engineering. We should have passed out hours ago, but that’s not happening. We’ve just decided to start a company together. And we’re too fired up to sleep.

Two months later, Evertale is up and running. The idea is to create a smartphone app that uses AI to automatically generate a user’s diary. We go on to raise a million dollars, recruit a scrappy team of ten, launch the product, and try to grow it. We work ourselves to the bone, to little avail. By mid-2013, we have essentially no revenue, barely four months of runway in the bank, and a hard truth to reckon with: Evertale is a failure.

That failure is painful, humbling — and galvanizing. It leaves us wiser for our many mistakes and hungry to build again, to build better. We liquidate Evertale and use the leftover $40,000 to start a new company alongside Luca Querella and Tomasz Greber, two Evertale standouts. We vow that product-market fit, Evertale’s Achilles’ heel, won’t be an issue again.

Enter Bending Spoons

As we analyzed our experience during the Evertale years, two insights emerged:

•

Luck plays a big role in finding product-market fit. We’d observed phenomenal entrepreneurs fail in their ventures and less remarkable ones succeed. Even accepting that our own judgment was flawed in some cases, it was apparent that luck mattered a great deal at the early stages of a business. This implied that many successful businesses were likely being run suboptimally, such that a more skilled operator could improve them.

​

•

Luck is irrelevant when pursuing operational excellence. Developing world-class skills is about talent and dedication coupled with effective feedback loops. After three years of hard work and lots of lessons learned, we’d gotten much better at operating a digital business. Too bad our skills were being wasted on products nobody wanted.

​

Based on these insights, and to prevent our future success from depending on luck more than necessary, we devised the following strategy for Bending Spoons:

•

Build the perfect operating machine. We would put our hearts and minds into becoming the best possible operators of digital businesses. The better our operating machine became, the more a digital business would gain as part of Bending Spoons versus as a standalone entity.

​

•

Compound capital through acquisitions. Operational excellence would unlock an opportunity to grow efficiently through acquisitions. We would, in effect, be outsourcing the search for product-market fit, while directing all of our energy toward excelling at everything else.

​

Our Playbook would be simple: acquire digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings, and reinvest in additional acquisitions, thereby continuing the compounding cycle.

By executing this Playbook, we would come to own and operate many different businesses, each with its respective products. From the outset, we decided to treat the operating machine itself as our most important product, and to direct our greatest efforts toward building it. We were convinced that if we succeeded there, everything else would follow.

 

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The name

We chose to call the company “Bending Spoons,” a nod to the fictional concept of bending spoons with the mind. We loved (and still love) the name, as it served as a metaphor for a few ideas dear to us:

•

Attempting the seemingly impossible. Our determination to aim high didn’t stem from arrogance or naivety (if we’d ever suffered any delusions of infallibility, Evertale quickly set us straight). Rather, it stemmed from the conviction that our lives would be best lived by pursuing bold objectives.

​

•

The power of the mind. We viewed imagination, logic, and rationality as some of the most precious tools at our disposal as we tackled the hard problems that inevitably arise on an ambitious journey. To bend spoons, we’d need to push the mind to its limit.

​

•

The paramount importance of effort. The metaphor of bending spoons with the mind evoked relentless dedication — a singularity and intensity of focus that we considered a prerequisite for any extraordinary achievement.

​

Finally, we liked the silliness of Bending Spoons as a company name. We were about to attempt to create a world-class company with $40,000, a team of five, and a track record that read 0 for 1. A touch of irony seemed appropriate.

Thirteen years seeking perfection

In 2013, we had little idea of how to build a good operating machine, much less a perfect one.

Since then, we’ve developed Bending Spoons from first principles and through trial and error, confident that each iteration would move us closer to that Platonic ideal. Along the way, we learned about Henry Singleton at Teledyne and Tom Murphy at Capital Cities, whose examples were inspiring and instructive. In recent years, we studied Broadcom, Danaher, and TransDigm, each of which demonstrated how excellence in operating businesses can generate attractive financial outcomes through acquisitions.

Our Playbook (acquire, transform and optimize, then reinvest) has stayed essentially the same since 2013. What has evolved significantly is our understanding of what it takes to execute it well. Effective execution comes down to three things: people, proprietary technologies, and proprietary data. This prospectus describes in detail how these elements — which together form what we call our Platform — improve the quality of our acquisition decisions and help us sustainably expand the earnings of the businesses we acquire. We’ve been developing this Platform since our founding and see it as our primary source of competitive advantage, one that we believe will continue to strengthen as we grow.

Enabled by our Platform, we’ve conducted our acquisitions while applying internal-rate-of-return hurdles we regard as compelling: 65% on a levered basis and 25% on an unlevered basis for acquisitions completed in 2023 through Q1 2026.1 Despite the increase in capital deployed in acquisitions ($2.01 billion in Q1 2026 compared with $194 million in all of 2023), our return hurdles have remained stable during this period. Still, it’s plausible that we’ll have to lower them as we scale further. We’re comfortable with this scenario, as there’s plenty of room for returns to fall before we’d find them unattractive. Accordingly, we expect to allocate almost all available capital to acquisitions for many years to come. Then, like Singleton and Murphy, perhaps our best acquisition opportunity will be the shares of our own company.

1

These thresholds reflect the return criteria applied by our Business Acquisitions team in nearly all acquisitions completed during the period. For each acquisition, the unlevered internal rate of return was calculated based on the estimated free cash flow directly attributable to the acquired business over the five years following the expected closing date, together with a terminal value at the end of that period. The terminal value was calculated using different methodologies over time. The current approach — applied to the most recent acquisitions — calculates terminal value based on the estimated growth for years six through ten and a weighted-average cost of capital. The earlier acquisitions instead relied on a multiple of enterprise value to EBITDA at year five. The levered internal rate of return was calculated on a similar basis, but also included the impact of hypothetical acquisition financing. We raise debt and equity at the level of Bending Spoons as a whole, so allocating financing to a particular acquisition requires making assumptions. In particular, acquisition financing assumed debt equal to the lower of 85% of the enterprise value of the acquisition, and the maximum amount of debt that the acquired business’s projected free cash flow could fully repay within five years of closing. The assumed cost of such debt was in line with the terms available to us at the time of the acquisition.

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Reimagining acquired businesses

Applying those return hurdles wouldn’t have been achievable with merely superficial post-acquisition interventions. We typically reimagine an acquired business from scratch, aiming to maximize its performance with a long-term view. The ensuing transformations demand great effort from the people in our Platform — the Spooners2 — and from those who join us through acquisitions. They also rely on our proprietary technologies and the insights derived from our proprietary data.

At Remini, we rewrote the codebase in full, developed dedicated tooling, redesigned user experience and monetization, and delivered powerful new features. At Evernote, we rearchitected the organization, modernized the technology, accelerated product development, and rethought marketing and monetization. At StreamYard, we transitioned to a leaner organization, upgraded audio and video quality, introduced advanced functionality, and enhanced marketing and monetization. Across these businesses, our transformations resulted in significant revenue growth, cost reduction, and earnings expansion. There are numerous other such examples.

We continue to optimize Remini, Evernote, StreamYard, and the other businesses that have been part of our portfolio for years. Additionally, much of our current focus is on transforming those more recently acquired, including AOL, Eventbrite, and Vimeo.

AI before it was cool

Back in 2010, we used AI to underpin Evertale’s key product features. Our conviction in AI’s potential didn’t move the needle for that startup, but it has proven valuable at Bending Spoons.

From the outset, this conviction motivated us to create the conditions needed to capitalize on AI’s advances: We’ve constructed our team of Spooners with an obsession for exceptional talent density, technological excellence, and a deeply rooted culture of high performance. In 2025, we received approximately 800,000 job applications and hired 286 individuals, strengthening a team already comprising hundreds of selectively recruited and highly motivated software engineers, data scientists, and AI research engineers.

Supported by these foundations, we’ve used AI for several years to enhance products, optimize marketing and monetization, and improve productivity, including by embedding it in our proprietary technologies. The share of pull requests3 authored or coauthored by AI at Bending Spoons grew from less than 10% in Q1 2025 to more than 90% by the end of Q1 2026, with around 70% authored by AI alone. In part helped by progress in AI, revenue per full-time equivalent Spooner4 increased from $1.12 million in 2023 to $2.57 million in 2025, and was $0.97 million in Q1 2026.

Given its recent acceleration, AI could soon redefine what an optimally run business looks like. We believe we’re well positioned to be at the forefront of that transition, thanks to the foundations we’ve laid. As many businesses struggle to adapt, our ability to expand the earnings of an acquired business may improve. And as AI enables us to accomplish more with fewer people, the scalability of our acquisition and transformation model should improve as well. Finally, an environment of greater uncertainty could provide opportunities for us to acquire businesses at more favorable valuations.

Unusually great

As a public company, we hope to enjoy the support of investors who share our vision and embrace our approach, just as we did as a private company. We’ve written this letter with that goal in mind.

2

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.

​

3

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.

​

4

“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.

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iv

 

At Bending Spoons, we implement many practices that are unusual, and we expect to adopt new ones where beneficial. The following are a few examples of practices we consider important to our success, and that not every investor will embrace:

•

Prioritizing talent over experience. We’ve consistently hired high-potential students and new graduates, and swiftly placed them in positions of major responsibility. Today, nearly all of our businesses and functions are led by people in their twenties or thirties, most of whom had little or no work experience prior to joining Bending Spoons. This practice requires patience and investment in coaching, but we believe it leads to higher performance in the long run.

​

•

Favoring returns over organic revenue growth. An acquisition target’s projected organic growth is embedded in our assumptions and influences the price we’re willing to pay. But we ultimately make investment decisions based on expected returns, regardless of the organic growth profile and assuming we’ll never sell the acquired business. We believe our returns-centric approach is the optimal way to compound capital.

​

•

Bringing established businesses back to startup mode. When we acquire a business, we typically restructure it significantly, often transitioning to a much smaller, more talent-dense organization. We also eliminate as many rules and processes as is feasible, while promoting greater individual responsibility and accountability. The goal is to accelerate the pace of innovation while achieving outstanding cost efficiency.

​

Outlook and resolution

When we started Bending Spoons, we had around $40,000 in seed capital and paid $10,000 for our first acquisition. Thirteen years later, we’re pursuing acquisitions in the billions of dollars. In March 2026, our businesses served over 500 million monthly active users5 and more than 9 million monthly paying customers.6 Revenue grew from $387 million in 2023 to $1.31 billion in 2025, implying a CAGR of 84% over the period.

As we transform AOL, Eventbrite, and Vimeo, and continue to optimize our other businesses, 2026 is shaping up to be strong. However, our focus remains on maximizing our prospects not for next quarter or even next year, but for the long run.

We see a vast opportunity ahead. We’ve identified more than 1,000 digital businesses (both private and public) that could be attractive acquisition targets in the future, representing nearly $400 billion in aggregate estimated annual revenue in 2025. With AI as a potentially powerful tailwind, we believe we’re well positioned to grow for years to come.

We’re proud of what we’ve accomplished since 2013, and are grateful for the opportunity to do so alongside such remarkable colleagues. We’re committed to developing Bending Spoons into an all-time great company, and we appreciate every investor who chooses to join us along the way.

Letter done, back to building.

On behalf of the Bending Spoons team: Luca Ferrari, co-founder and chief executive officer.

5

“Monthly active users” represents the users who interacted with our products during a given calendar month. Interaction is measured based on activity observed through our internal systems and may include opening an application, visiting a website, or otherwise engaging with the product’s features. We calculate the number of monthly active users for each product in our portfolio based on product-level data and then aggregate these figures across our portfolio. Because the same user may interact with multiple products, with each product associating interactions to a separate user identifier, or may interact with the same product through multiple user identifiers, and because we do not have a reliable method of de-duplication, the aggregated monthly active user figure may count the same user more than once. As such, our reported number of monthly active users is intended to provide an indication of the scale of our portfolio rather than a precise count of distinct users.

​

6

“Monthly paying customers” represents the customers that generated revenue during a given calendar month, whether through a one-time transaction or by having an active subscription during that month. We calculate the number of monthly paying customers for each product in our portfolio based on product-level data and then aggregate these figures across our portfolio. Because the same customer may purchase across multiple products, with each product associating transactions to a separate customer identifier, or may transact within the same product through multiple customer identifiers, and because we do not have a reliable method of de-duplication, the aggregated monthly paying customer figure may count the same customer more than once. As such, our reported number of monthly paying customers is intended to provide an indication of the scale of our portfolio rather than a precise count of distinct customers.

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v

 

Selected definitions

In addition to the terms defined elsewhere in this prospectus, the following terms have the meanings set out below:

•

“$,” “dollars,” and “USD” mean U.S. dollars.

​

•

“€,” “euros,” and “EUR” mean European Economic and Monetary Union euros.

​

•

“AI” means artificial intelligence.

​

•

“Bending Spoons,” “we,” “us,” “our,” “our company,” and “our business” refer to Bending Spoons S.p.A., together with its consolidated subsidiaries as a consolidated entity, except where the context otherwise requires or where otherwise indicated.

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•

“Bylaws” means our amended and restated bylaws approved by the shareholder meeting held on April 23, 2026, subject to and effective upon the effective date of this registration statement.

​

•

“E.U.” means the European Union.

​

•

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

​

•

“FINRA” means Financial Industry Regulatory Authority, Inc.

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•

“GAAP” means accounting principles generally accepted in the United States of America.

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•

“Italy” means the Republic of Italy.

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•

“SEC” means the U.S. Securities and Exchange Commission.

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•

“SOX” means the Sarbanes-Oxley Act of 2002.

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•

“Securities Act” means the Securities Act of 1933, as amended.

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•

“U.K.” means the United Kingdom.

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•

“U.S.” means the United States of America.

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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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they had taken place on January 1, 2025, with respect to the income statement. See Unaudited pro forma condensed combined financial information for more information.

Non-GAAP financial measures

Certain parts of this prospectus contain non-GAAP financial measures. These are presented for supplemental informational purposes only, are not a substitute for GAAP financial information, and may differ from similarly titled or defined measures used by other companies.

We define the following non-GAAP financial measures:

•

Adjusted Operating Income for a given period is defined as operating income for that period, adjusted to exclude amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, and other items that management does not consider indicative of core or ongoing operating performance.

​

•

Adjusted Operating Income Margin for a given period is defined as Adjusted Operating Income divided by revenue for that period.

​

•

Adjusted Net Income for a given period is defined as net income (loss) for that period, adjusted to exclude, net of the related income tax effect, amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, and other items that management does not consider indicative of core or ongoing operating performance.

​

•

Adjusted Net Income Margin for a given period is defined as Adjusted Net Income divided by revenue for that period.

​

•

Adjusted Earnings per Share for a given period is defined as diluted earnings (loss) per share for that period, adjusted to exclude, net of the related income tax effect and the portion attributable to non-controlling interests, the per-share impact of amortization and impairment of acquired intangible assets, transaction-related expense, reorganization-related expense, and other items that management does not consider indicative of core or ongoing operating performance. The effect of dilution is excluded from diluted earnings (loss) per share when a net loss is reported for the period, while Adjusted Earnings per Share reflects the effect of such dilution.

​

These non-GAAP financial measures are used by our management, and may be found helpful by investors, to support the evaluation of our operating efficiency, profitability, and compounding efficiency, as well as to improve period-to-period comparability, particularly during periods in which acquisition and transformation activities were especially intensive. These non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or place undue reliance on them.

Similarly titled or defined non-GAAP financial measures may be used by different companies for different purposes and may be calculated differently to reflect their respective circumstances. Investors should therefore exercise caution when comparing our non-GAAP financial measures to those of other companies.

For additional information regarding our non-GAAP financial measures, and for a reconciliation of each such non-GAAP financial measure to its most directly comparable GAAP financial measure, see Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures.

 

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Note regarding forward-looking statements

This prospectus contains forward-looking statements that relate to our current expectations and views of future events as of the date on which the statements are made in this prospectus. These statements relate to events that involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements.

In some cases, these 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 are subject to risks, uncertainties, and assumptions, some of which are beyond our control. In addition, forward-looking statements reflect our current views with respect to future events and are not a guarantee of future performance. Actual outcomes may differ materially from those contemplated by these forward-looking statements due to, among other things, the risks described under Risk factors and elsewhere in this prospectus, including the following:

•

Our growth strategy includes acquisitions, which could be difficult to identify, pose integration challenges, divert leadership attention, 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

​

•

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

​

 

ix

 

•

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

​

Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. Investors should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus is a part completely and with the understanding that our actual future results or performance may be materially different from what we expect.

 

x

 

​

​

1

 

​

2

 

​

3

 

​

4

 

​

5

 

6

 

​

7

 

​

8

 

​

9

 

10

 

11

 

12

 

​

13

 

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Thousands, except per-share data

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

2026

​

​

Revenue

​

​

​

$

387,067

​

​

​

​

$

671,053

​

​

​

​

$

1,306,404

​

​

​

​

$

258,946

​

​

​

​

$

601,321

​

​

​

Cost of revenue

​

​

​

$

150,550

​

​

​

​

$

242,202

​

​

​

​

$

449,134

​

​

​

​

$

93,503

​

​

​

​

$

193,117

​

​

​

Gross profit

​

​

​

$

236,518

​

​

​

​

$

428,851

​

​

​

​

$

857,270

​

​

​

​

$

165,443

​

​

​

​

$

408,204

​

​

​

Research and development expense

​

​

​

$

51,792

​

​

​

​

$

92,557

​

​

​

​

$

120,737

​

​

​

​

$

43,759

​

​

​

​

$

94,396

​

​

​

Sales and marketing expense

​

​

​

$

42,636

​

​

​

​

$

79,191

​

​

​

​

$

131,728

​

​

​

​

$

37,318

​

​

​

​

$

58,551

​

​

​

General and administrative expense

​

​

​

$

57,823

​

​

​

​

$

129,752

​

​

​

​

$

326,953

​

​

​

​

$

88,979

​

​

​

​

$

135,085

​

​

​

Operating income (loss)

​

​

​

$

84,267

​

​

​

​

$

127,352

​

​

​

​

$

277,851

​

​

​

​

$

(4,615)

​

​

​

​

$

120,171

​

​

​

Interest expense

​

​

​

$

17,173

​

​

​

​

$

32,605

​

​

​

​

$

142,601

​

​

​

​

$

19,316

​

​

​

​

$

93,184

​

​

​

Other expense (income)

​

​

​

$

9,585

​

​

​

​

$

(10,090)

​

​

​

​

$

24,072

​

​

​

​

$

3,989

​

​

​

​

$

(49,344)

​

​

​

Income (loss) before tax

​

​

​

$

57,509

​

​

​

​

$

104,837

​

​

​

​

$

111,178

​

​

​

​

$

(27,919)

​

​

​

​

$

76,331

​

​

​

Income tax expense (benefit)

​

​

​

$

(103,134)

​

​

​

​

$

15,840

​

​

​

​

$

111,382

​

​

​

​

$

84,286

​

​

​

​

$

48,866

​

​

​

Net income (loss)

​

​

​

$

160,643

​

​

​

​

$

88,997

​

​

​

​

$

(204)

​

​

​

​

$

(112,205)

​

​

​

​

$

27,465

​

​

​

Net income (loss) attributable to non-controlling interests

​

​

​

$

(130)

​

​

​

​

$

(516)

​

​

​

​

$

(68)

​

​

​

​

$

(37)

​

​

​

​

$

—

​

​

​

Net income (loss) attributable to Bending Spoons shareholders

​

​

​

$

160,773

​

​

​

​

$

89,513

​

​

​

​

$

(137)

​

​

​

​

$

(112,169)

​

​

​

​

$

27,465

​

​

​

Earnings (loss) per share attributable to Bending Spoons shareholders:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

​

$

0.32

​

​

​

​

$

0.16

​

​

​

​

$

(0.00)

​

​

​

​

$

(0.19)

​

​

​

​

$

0.05

​

​

​

Diluted

​

​

​

$

0.31

​

​

​

​

$

0.15

​

​

​

​

$

(0.00)

​

​

​

​

$

(0.19)

​

​

​

​

$

0.04

​

​

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Thousands

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

20261

​

​

Net cash from operating activities1

​

​

​

$

59,154

​

​

​

​

$

204,895

​

​

​

​

$

290,600

​

​

​

​

$

21,350

​

​

​

​

$

75,654

​

​

​

Net cash from investing activities1

​

​

​

$

(170,294)

​

​

​

​

$

(889,654)

​

​

​

​

$

(1,851,874)

​

​

​

​

$

(485,746)

​

​

​

​

$

(1,647,942)

​

​

​

Net cash from financing activities

​

​

​

$

110,664

​

​

​

​

$

664,044

​

​

​

​

$

1,935,932

​

​

​

​

$

778,439

​

​

​

​

$

1,741,160

​

​

​

Effect of exchange rate changes on cash and cash equivalents1

​

​

​

$

3,643

​

​

​

​

$

(29,623)

​

​

​

​

$

16,562

​

​

​

​

$

11,559

​

​

​

​

$

(9,993)

​

​

​

Net increase (decrease) in cash, cash equivalents, and restricted cash1

​

​

​

$

3,167

​

​

​

​

$

(50,338)

​

​

​

​

$

391,220

​

​

​

​

$

325,602

​

​

​

​

$

158,879

​

​

​

Cash, cash equivalents, and restricted cash at beginning of period

​

​

​

$

285,896

​

​

​

​

$

289,063

​

​

​

​

$

238,723

​

​

​

​

$

238,723

​

​

​

​

$

629,944

​

​

​

Cash, cash equivalents, and restricted cash at end of period1

​

​

​

$

289,063

​

​

​

​

$

238,723

​

​

​

​

$

629,944

​

​

​

​

$

564,325

​

​

​

​

$

788,823

​

​

​

14

 

​

​

​

​

As of March 31, 2026

​

​

Thousands

​

​

Actual

​

​

As adjusted1

​

​

Total current assets

​

​

​

$

1,236,144

​

​

​

​

$

​

​

​

​

Total assets

​

​

​

$

6,982,872

​

​

​

​

$

​

​

​

​

Total liabilities

​

​

​

$

5,920,182

​

​

​

​

$

​

​

​

​

Total shareholders’ equity

​

​

​

$

1,062,690

​

​

​

​

$

​

​

​

​

Total liabilities and shareholders’ equity

​

​

​

$

6,982,872

​

​

​

​

$

​

​

​

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Thousands, except percentages and per-share data

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

2026

​

​

Adjusted Operating Income

​

​

​

$

137,441

​

​

​

​

$

299,481

​

​

​

​

$

613,247

​

​

​

​

$

95,030

​

​

​

​

$

308,011

​

​

​

Adjusted Operating Income Margin

​

​

​

​

36%

​

​

​

​

​

45%

​

​

​

​

​

47%

​

​

​

​

​

37%

​

​

​

​

​

51%

​

​

​

Adjusted Net Income

​

​

​

$

95,856

​

​

​

​

$

229,364

​

​

​

​

$

375,592

​

​

​

​

$

48,502

​

​

​

​

$

205,977

​

​

​

Adjusted Net Income Margin

​

​

​

​

25%

​

​

​

​

​

34%

​

​

​

​

​

29%

​

​

​

​

​

19%

​

​

​

​

​

34%

​

​

​

Adjusted Earnings Per Share

​

​

​

$

0.18

​

​

​

​

$

0.38

​

​

​

​

$

0.60

​

​

​

​

$

0.08

​

​

​

​

$

0.32

​

​

15

 

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Thousands, except percentages

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

2026

​

​

Operating income (loss)

​

​

​

$

84,267

​

​

​

​

$

127,352

​

​

​

​

$

277,851

​

​

​

​

$

(4,615)

​

​

​

​

$

120,171

​

​

​

Amortization and impairment of acquired intangible assets

​

​

​

$

33,809

​

​

​

​

$

85,947

​

​

​

​

$

150,532

​

​

​

​

$

29,719

​

​

​

​

$

69,162

​

​

​

Transaction-related expense

​

​

​

$

848

​

​

​

​

$

31,952

​

​

​

​

$

85,466

​

​

​

​

$

25,405

​

​

​

​

$

37,893

​

​

​

Reorganization-related expense

​

​

​

$

13,514

​

​

​

​

$

51,792

​

​

​

​

$

78,607

​

​

​

​

$

44,610

​

​

​

​

$

75,759

​

​

​

Other items not indicative of core or ongoing operating performance

​

​

​

$

5,003

​

​

​

​

$

2,438

​

​

​

​

$

20,790

​

​

​

​

$

(90)

​

​

​

​

$

5,026

​

​

​

Adjusted Operating Income

​

​

​

$

137,441

​

​

​

​

$

299,481

​

​

​

​

$

613,247

​

​

​

​

$

95,030

​

​

​

​

$

308,011

​

​

​

Operating income (loss) as a percentage of revenue

​

​

​

​

22%

​

​

​

​

​

19%

​

​

​

​

​

21%

​

​

​

​

​

(2)%

​

​

​

​

​

20%

​

​

​

Adjusted Operating Income Margin

​

​

​

​

36%

​

​

​

​

​

45%

​

​

​

​

​

47%

​

​

​

​

​

37%

​

​

​

​

​

51%

​

​

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Thousands, except percentages

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

2026

​

​

Net income (loss)

​

​

​

$

160,643

​

​

​

​

$

88,997

​

​

​

​

$

(204)

​

​

​

​

$

(112,205)

​

​

​

​

$

27,465

​

​

​

Amortization and impairment of acquired intangible assets

​

​

​

$

33,809

​

​

​

​

$

85,947

​

​

​

​

$

150,532

​

​

​

​

$

29,719

​

​

​

​

$

69,162

​

​

​

Transaction-related expense

​

​

​

$

848

​

​

​

​

$

31,952

​

​

​

​

$

85,466

​

​

​

​

$

25,405

​

​

​

​

$

37,893

​

​

​

Reorganization-related expense

​

​

​

$

13,514

​

​

​

​

$

51,792

​

​

​

​

$

78,607

​

​

​

​

$

44,610

​

​

​

​

$

75,759

​

​

​

Other items not indicative of core or ongoing operating performance

​

​

​

$

(98,069)

​

​

​

​

$

18,872

​

​

​

​

$

151,084

​

​

​

​

$

87,834

​

​

​

​

$

5,026

​

​

​

Income tax effect

​

​

​

$

(14,889)

​

​

​

​

$

(48,196)

​

​

​

​

$

(89,892)

​

​

​

​

$

(26,860)

​

​

​

​

$

(9,328)

​

​

​

Adjusted Net Income

​

​

​

$

95,856

​

​

​

​

$

229,364

​

​

​

​

$

375,592

​

​

​

​

$

48,502

​

​

​

​

$

205,977

​

​

​

Net income (loss) as a percentage of revenue

​

​

​

​

42%

​

​

​

​

​

13%

​

​

​

​

​

(0)%

​

​

​

​

​

(43)%

​

​

​

​

​

5%

​

​

​

Adjusted Net Income Margin

​

​

​

​

25%

​

​

​

​

​

34%

​

​

​

​

​

29%

​

​

​

​

​

19%

​

​

​

​

​

34%

​

​

16

 

​

​

​

​

Year ended December 31,

​

​

Three months ended March 31,

​

​

Per-share

​

​

2023

​

​

2024

​

​

2025

​

​

2025

​

​

2026

​

​

Diluted earnings (loss) per share

​

​

​

$

0.31

​

​

​

​

$

0.15

​

​

​

​

$

(0.00)

​

​

​

​

$

(0.19)

​

​

​

​

$

0.04

​

​

​

Effect of dilution excluded from diluted earnings (loss) per share

​

​

​

$

—

​

​

​

​

$

—

​

​

​

​

$

0.00

​

​

​

​

$

0.01

​

​

​

​

$

—

​

​

​

Amortization and impairment of acquired intangible assets

​

​

​

$

0.06

​

​

​

​

$

0.14

​

​

​

​

$

0.24

​

​

​

​

$

0.05

​

​

​

​

$

0.11

​

​

​

Transaction-related expense

​

​

​

$

0.00

​

​

​

​

$

0.05

​

​

​

​

$

0.14

​

​

​

​

$

0.04

​

​

​

​

$

0.06

​

​

​

Reorganization-related expense

​

​

​

$

0.03

​

​

​

​

$

0.09

​

​

​

​

$

0.13

​

​

​

​

$

0.07

​

​

​

​

$

0.12

​

​

​

Other items not indicative of core or ongoing operating performance

​

​

​

$

(0.19)

​

​

​

​

$

0.03

​

​

​

​

$

0.24

​

​

​

​

$

0.14

​

​

​

​

$

0.01

​

​

​

Income tax effect

​

​

​

$

(0.03)

​

​

​

​

$

(0.08)

​

​

​

​

$

(0.14)

​

​

​

​

$

(0.04)

​

​

​

​

$

(0.01)

​

​

​

Adjusted Earnings per Share

​

​

​

$

0.18

​

​

​

​

$

0.38

​

​

​

​

$

0.60

​

​

​

​

$

0.08

​

​

​

​

$

0.32

​

​

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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:

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A product experiences quality issues, persistent bugs, outages, service interruptions, or poor performance

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Customers or users have negative experiences with billing, refunds, renewals, or customer support

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•

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

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•

We are perceived to have misled customers or users in advertising, purchase option presentation, or changes in pricing, subscription plans, or billing models

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•

We suffer a data privacy or security incident

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•

We fail to comply with applicable law, regulation, or platform rules

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•

A product is removed from, restricted on, or downgraded within a mobile application store, search engine, or other distribution channel

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•

We face claims or allegations relating to intellectual property infringement or violations of privacy or data protection laws

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•

User-generated content uploaded to one of our products violates a third party’s rights, is unlawful, or is otherwise questionable or harmful

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•

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

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•

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

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•

Limitations on the protection and enforcement of intellectual property rights across jurisdictions

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•

Increased difficulties of integrating acquisitions across jurisdictions

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•

Restrictions on the ability of our foreign subsidiaries to repatriate profits or otherwise remit earnings, and exposure to currency controls or other governmental actions

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•

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

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•

Expropriation of assets, nationalization, or other governmental actions, including the risk of renegotiation or modification of existing agreements with government authorities

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•

Diminished ability to enforce contractual rights or obtain effective legal remedies in foreign jurisdictions

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•

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.

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•

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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or we may introduce changes that are not favorably received by customers or users. In addition, we may invest in product development initiatives that do not achieve the expected results, do not generate an adequate return on investment, or require us to rework or abandon prior efforts.

We seek to build products by attempting to understand customer and user needs and delivering improvements at a high standard of quality. Our product designers, product managers, and engineers gather inputs through user research, surveys, and analysis of customer support interactions, including AI-enabled tools that summarize and categorize user feedback. However, these inputs may be incomplete, misleading, biased, or not representative of broader customer or user preferences, and we may misinterpret or incorrectly value certain signals. In addition, while we use experimentation to test assumptions and prioritize work, experiments may not be predictive of real-world outcomes at scale, may produce false positives or false negatives, or may lead us to pursue initiatives that do not translate into durable engagement, retention, or revenue. We also invest heavily in instrumentation and proprietary data technologies to inform product decisions, but the availability, accuracy, and interpretability of data may be limited, and data-driven decision-making may not yield the desired outcomes, particularly where customer or user behavior is difficult to predict or rapidly changes. These practices may not be sufficient to ensure that we identify the most impactful opportunities, accurately predict customer or user behavior, or successfully deliver improvements on the timelines we expect. We may prioritize the wrong initiatives, misjudge customer or user demand, or fail to achieve expected performance improvements, monetization outcomes, or adoption.

Our ability to execute effectively may be constrained by a number of factors, including limited engineering and product capacity relative to the breadth of our portfolio, dependencies on third-party technologies, components, and services, and the need to maintain performance, reliability, and security while continuing to ship improvements. As we expand our product portfolio through acquisitions, we may need to modernize or rebuild acquired products that include outdated hardware, legacy codebases, architectural constraints, undocumented dependencies, technical debt, or complex supply chain or manufacturing requirements. These issues can increase development complexity, slow delivery timelines, reduce iteration speed, and increase the risk of defects or degraded performance when changes are implemented.

We may also need to modify or limit product functionality, data practices, personalization, or certain features or hardware components to address evolving legal and regulatory requirements, platform rules, or industry practices, which could reduce product effectiveness, increase costs of compliance, development, supply chain, and logistics, or delay releases. Further, changes in how customers or users perceive the value of certain features, including AI-enabled functionality, may affect adoption, conversion, and willingness to pay, and we may misjudge what improvements will drive sustainable usage or revenue.

If we are unable to successfully develop, improve, and monetize our products and technologies, or to execute our product roadmap at the pace or quality required, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We may be unable to successfully market our products

A significant portion of our customer and user acquisition depends on our ability to market our products through third-party platforms, including search engines, mobile application stores, AI agents, and social media channels. Many customers or users find our products organically through these platforms or word of mouth. We also rely on paid advertising and other marketing channels offered by these platforms.

Our visibility and prominence on these platforms are influenced by factors largely outside of our control, including changes to ranking algorithms, search methodologies, recommendation systems, advertising policies, pricing models, and user interface design. Search engines, mobile application stores, and social media channels frequently update their algorithms, product display formats, rules or guidelines, and AI-driven search experiences may provide direct answers or alternative recommendations that reduce traffic to our products, limit how prominently they are displayed, or inaccurately describe them. These changes could reduce organic traffic, increase our dependence on paid advertising channels, or negatively affect growth or conversion rates.

Competition for customer and user attention on these platforms is intense. Among other strategies, we may perform search engine or app store optimization, which involves applying methods and strategies to improve visibility and ranking for search queries for which our products may be relevant. However, competitors may devote greater resources to search engine and app store optimization, paid advertising, influencer marketing, or other promotional strategies, which could reduce our relative

 

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visibility. In addition, platform operators may prioritize their own products or those of preferred partners, or modify their policies or technical requirements in ways that may disadvantage us.

Our marketing efforts are also affected by broader changes in the online advertising ecosystem. The phasing out of third-party cookies and other tracking technologies, increasing adoption of privacy-enhancing tools, and platform-level restrictions on data access may reduce our ability to measure campaign performance, target prospective customers or users effectively, or optimize marketing spend. As a result, our customer or user acquisition costs may increase and the return on our marketing investments may decline. Online advertising marketing channels may continue to rapidly change or grow more competitive, and we may choose to continue to use these or new platforms, which may reduce the predictability and efficiency of our customer or user acquisition efforts. In the future, existing or new providers of AI products or technologies may replace search engines, mobile application stores, and social media platforms, and we may not be able to respond effectively to events of this nature.

If we are unable to cost-effectively market our products through online marketing channels, or adapt to changes in third-party platform dynamics, discovery mechanisms, advertising technologies, or the online advertising ecosystem, we may experience reduced traffic and customer or user growth, higher customer or user acquisition costs, and our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We may be unable to effectively adapt or optimize our pricing, subscription plans, or billing models

We monetize our products primarily through subscriptions, but also through advertising and other methods, such as one-off purchases or transaction-based fees. Subscription fees are important to our business model and profitability, and a significant portion of our revenue depends on customers purchasing and renewing their subscriptions. There are several factors that could affect our ability to increase or maintain pricing and subscription plans, and to convert users to paid subscription plans. Purchases or renewals of subscriptions to one or more of our products may decline or fluctuate for reasons such as dissatisfaction with such products or their customer support, a customer no longer having a need for such products, a belief that a competitor’s product is better, including where competing products are perceived as more innovative, higher quality, more secure, or offered at lower prices, or increased price sensitivity due to broader economic conditions or recent pricing changes. In addition, some of our products are offered with free trial subscription plans, and we may not be able to convert users into paid subscription plans or continue to realize the benefits of this business model.

We may from time to time significantly change a product’s monetization strategy or billing model. Before making such changes, we may conduct experimentation. The results of these tests may be inaccurate, or we may fail to interpret them correctly. These tests and related data-driven models may not accurately predict customer or user behavior or long-term outcomes, and we may fail to anticipate indirect effects, leading to monetization decisions that negatively impact revenue, retention, or growth. In addition, optimizing marketing and monetization strategies may include price increases, changes to subscription tiers or plans, bundling strategies, or billing terms, which may result in higher churn, reduced conversion rates, or adverse public perception, including if customers believe that pricing changes are inconsistent with the value delivered.

Our ability to sustain our subscription plans and pricing may also depend on our reputation for quality and innovation, and on continuing to deliver reliable, secure, and high-quality improvements, technologies and features in connection with our products. We are subject to pricing pressure from competing products, including free or lower-priced alternatives. If we fail to innovate or keep pace with evolving industry standards or if rising costs for cloud services or third-party technologies increase the cost to deliver our products, the perceived value of our products may decline and our pricing power may weaken.

Furthermore, platform, legal, contractual, industry, and regulatory changes may limit our ability to optimize prices, subscription plans, billing models, auto-renewals, or promotions. For example, requirements regarding simpler or more prominently featured cancellation mechanisms, or opt-in for changes in pricing, subscription plans, or billing models could increase churn and hinder our ability to maintain existing subscriptions.

More generally, our inability to increase or maintain pricing and subscription plans, to convert users to paid subscription plans, or to adjust our offerings and value proposition to support our subscription plans and their pricing, could materially and adversely affect our business, results of operations, financial condition, and prospects.

 

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We may be unable to compete for advertisements and our relationships with advertising networks may be negatively impacted

We generate advertising revenue by selling advertising space across a number of our products, both directly to advertisers and through intermediaries such as media agencies and programmatic networks. Our ability to maintain or grow advertising revenue depends on our ability to attract and retain customers or users, sustain engagement and usage, and compete effectively for advertising demand.

The digital advertising market is highly competitive and subject to significant volatility. Advertising revenue may be materially and adversely affected by factors beyond our control, including changes in advertiser demand, budget reductions, shifts in marketing spend across channels, changes in the pricing and availability of advertising inventory, seasonality, broader economic conditions, and increased competition for advertising spend. If we are unable to compete effectively for advertising spend, or if the perceived effectiveness of advertising in our products declines, our advertising revenue could decrease.

In addition, our advertising revenue also depends in part on third-party advertising networks, exchanges, measurement providers, and other intermediaries. These third parties may change their terms, policies, pricing, technical requirements, or allocation of advertising demand, or may limit, suspend, or terminate our access to their services. In addition, advertising partners may impose requirements relating to brand safety, content policies, privacy practices, data usage, or customer or user consent, and any failure, perceived failure, or allegation of non-compliance could result in reduced demand, lower pricing, withheld payments, account suspension, or termination of our relationships.

Furthermore, platform, legal, contractual, industry, and regulatory changes, such as restrictions on cookies and other tracking technologies, limitations on access to device identifiers, and requirements for user consent, may reduce the ability of advertisers to target or measure advertising effectiveness and may decrease advertising demand or pricing.

Any decline in advertising revenue, or disruption in our relationships with advertising networks or other intermediaries, could materially and adversely affect our business, results of operations, financial condition, and prospects.

A significant portion of our products depend on mobile application stores and other third-party platforms for their distribution, marketing, and collection of payments

A significant portion of our products depend on mobile application stores, such as the Apple App Store and Google Play Store, and other third-party platforms for their distribution, marketing, and collection of payments. These platforms influence the visibility, discoverability, and monetization of some of our products and may be critical channels through which customers and users download these products, see advertisements, purchase subscriptions, and make other in-app purchases. Our success depends in part on the overall mobile application ecosystem, including user demand for mobile applications, the effectiveness of mobile application store distribution, and the ability to monetize and acquire users for our mobile applications.

Mobile application stores and other third-party platforms have broad discretion to change their terms, policies, guidelines, and practices, including those relating to application reviews and rankings, search and recommendation algorithms, pricing, payment processing, commissions and fees, refund practices, advertising policies, privacy requirements, our ability to target users or measure the effectiveness of our marketing and product changes, and customer or user consent mechanisms. They may also interpret, enforce, or modify these terms or policies in ways that are inconsistent, unpredictable, or unfavorable to us. In addition, these third parties may limit, prohibit, suspend, remove, or otherwise interfere with one or more of our products or features, including by delaying approvals, restricting functionality, requiring modifications, or removing our products from their platforms. They may require us to provide information and data, change our practices, or implement specific features, disclosures, or policies as a condition to continued distribution or monetization on their platforms. Responding to such requests, inquiries, or enforcement actions, or implementing required changes, could be costly, time consuming, and could delay product releases or negatively affect product performance. Furthermore, these third parties may give preferential treatment to competitive products.

Any such changes or actions could disrupt or discontinue our access to the Apple App Store, Google Play, or other significant third-party platforms, reduce the discoverability or distribution of our products, disrupt advertising revenue, payment processing or subscriptions, increase costs, reduce margins, and negatively affect customer or user acquisition or retention.

 

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In addition, because we generally do not have the ability to negotiate platform terms and must adapt our products and business practices to comply with platform requirements, we may be unable to mitigate the impact of adverse platform actions or policy changes.

As a result, our business, results of operations, financial condition, and prospects could be materially and adversely affected by changes impacting or actions taken by mobile application stores and other third-party platforms.

A significant portion of our products depend on third-party payment processors

A significant portion of our products rely on payment processing services provided by third parties such as Adyen, PayPal, and Stripe to process transactions and collect payments from customers. These providers are critical to our ability to monetize our products, including through subscriptions and other digital purchases.

Third-party payment processors may increase fees or other charges, modify their terms of service, interpret or enforce their policies in a manner unfavorable to us, or impose new requirements that increase our compliance costs or operational complexity. They may also delay, suspend, or restrict our ability to process payments or access funds, including by imposing reserves, significant guarantees, payment holds, rolling delays, transaction limits, or enhanced monitoring, which could negatively affect our liquidity and user experience. In addition, payment processors may limit or prohibit certain transactions, products, pricing models, or jurisdictions, or require us to make changes to our billing flows, refund practices, fraud prevention controls, or customer onboarding processes. Payment processing is also subject to risks of fraud, chargebacks, refunds, disputes, and errors, which may increase our costs and reduce our revenue.

If any third-party payment processor experiences disruptions, performance degradation, outages, service interruptions, or other operational failures, our ability to collect payments could be disrupted. In addition, if we are unable to maintain our relationships with payment processors on commercially reasonable terms, or if we are required to transition to alternative providers, we may incur significant costs, experience delays, or suffer interruptions in our ability to collect payments.

As a result, our business, results of operations, financial condition, and prospects could be materially and adversely affected by changes impacting or actions taken by third-party payment processors.

We rely on third-party cloud infrastructure and other technology service providers to operate our products and business

In addition to third-party platforms such as mobile application stores and third-party payment processors, we rely on hardware, software, and other technology infrastructure for our products and operations (collectively, “Technology Infrastructure”). We depend on third parties for critical parts of our Technology Infrastructure. In particular, we depend on cloud service providers such as Amazon Web Services and Google Cloud for computing, storage, networking, and other technology services that are critical to our products and operations. As a result, our ability to operate our business depends on the availability, performance, reliability, and capacity of these cloud service providers. We may be unable to efficiently provision, adapt, or scale computing, storage, networking, or other infrastructure resources to meet actual demand and support our growth, products, and integrations. As a result, we may experience unexpected capacity limitations, and our products and our operations may experience degraded performance or interruptions.

Some of our products rely on additional third parties to provide key services, such as hosting, video processing and transcoding, content delivery networks, customer support, software development, and AI technologies. Our ability to continue to use our Technology Infrastructure at the scale we need may be dependent on access to specific third-party service providers. We have experienced service interruptions in the past, including in connection with the release of new software versions or bug fixes, and we may experience similar interruptions in the future. If any of these third-party service providers experience disruptions, outages, performance degradation, or other service interruptions, our products may become unavailable or experience reduced performance. Even brief interruptions or delays may negatively affect customer or user experience, engagement, and conversion or renewal rate, and significant or prolonged outages could result in loss of customers or users and affect our ability to attract new customers or users. Depending on the severity and nature of any disruption, we may also face data security incidents, including incidents that may require notification to affected individuals, regulators, or other stakeholders, and could expose us to liability.

 

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Technology Infrastructure third-party service providers generally have discretion to change and interpret their terms of service and other policies, including at contract renewal, and may take actions that are unfavorable to us. These service providers may increase pricing, impose additional fees or charges, change service levels or support practices, alter technical requirements, restrict how we process data on their systems, discontinue or limit access to certain services, or terminate or seek to terminate our contractual relationships. Hosting and infrastructure costs are also expected to increase as our customer and user base grows. In addition, our infrastructure costs may be variable, difficult to predict, and sensitive to changes in usage patterns, product mix, and third-party pricing or technical requirements, and we may be unable to manage these costs effectively as we scale. If our access to Amazon Web Services, Google Cloud, AI technology, or other key technology service providers were limited or terminated, or if we were unable to secure alternative providers on favorable terms or in a timely manner, we could experience significant interruptions in our operations and ability to deliver our products to customers and users. Any transition to alternative technology service providers could require substantial technical changes to our products, technologies, and systems and could be costly, time-consuming, and operationally risky, and we may be unable to fully offset any resulting losses through service credits or other contractual remedies. If we lose the right to use, renew, or continue to access such services, we may be required to transition to alternative technologies on an accelerated timeline, which could be costly and disruptive.

Because our strategy includes acquiring and integrating products and businesses, as our product portfolio grows, our reliance on a broader set of Technology Infrastructure third-party service providers may increase operational complexity and make it more difficult to scale reliably and cost effectively. In addition, we may need to consolidate, migrate, or re-architect the Technology Infrastructure of acquired products, including moving workloads between cloud providers, consolidating accounts and environments, transitioning content delivery networks, modifying hosting and storage configurations, or replacing third-party service providers. These migrations and consolidations are complex and operationally risky, and may result in service disruptions, degraded performance, increased latency, data loss or corruption, unexpected cost increases, security or compliance issues, or delays in product development and integration efforts. We may also be required to maintain duplicative infrastructure or vendor relationships for extended periods, which could increase costs and operational complexity, and we may be unable to execute these transitions effectively or on the timelines we expect.

If we do not effectively respond to disruptions, upgrade our Technology Infrastructure as needed, or continually develop it to accommodate evolving demands, our business, results of operations, financial condition, prospects, and reputation could be materially and adversely affected.

Our business also depends on our customers and users’ ability to access and use the internet and internet-enabled devices. Internet access, internet-enabled devices, and operating systems are provided by companies with significant market power, any of whom could take actions that degrade, disrupt, or increase the costs for us to provide, or customers and users to access, our products. In addition, changes in laws, regulations, or practices affecting the growth, popularity, or use of the internet, including those relating to net neutrality, could decrease demand for, or usage of, our products, increase our costs, and materially and adversely affect our business, results of operations, financial condition, and prospects.

We and our third-party service providers have been and may be subject to data breaches and other cybersecurity incidents, including cyberattacks and ransomware

We and some of our Technology Infrastructure third-party service providers collect, transmit, host, store, and otherwise process a large amount of data relating to customers, users, team members, candidates, business partners, and others, including information and data that constitutes “personal data,” “personal information,” “personally identifiable information,” or similar terms under applicable law (collectively, “Personal Information”), as well as intellectual property and proprietary business information (collectively, including Personal Information, “Confidential Information”). This Confidential Information may include trade secrets, and customer and user contact information, device identifiers, usage data, geolocation data, payment and subscription information, and support records. Our success depends in part on our ability to collect, transmit, host, store, and otherwise process Confidential Information. In addition, any actual or perceived failure to protect Confidential Information could harm our business, and we may collect, transmit, host, store, and process Confidential Information in jurisdictions different from where it was collected.

There has been an increasing number of cyberattacks in recent years, and the number and complexity of these threats continue to increase over time. We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of Confidential Information and our Technology Infrastructure, and that may disrupt our operations, degrade

 

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product performance, and result in service interruptions. Because some of our products are integrated with our customers or users’ systems or operations, any circumvention or failure of our cybersecurity measures could also compromise the confidentiality, integrity, and availability of our customers or users’ own Technology Infrastructure and Confidential Information. We and our Technology Infrastructure third-party service providers have experienced and may continue to experience actual or perceived security incidents, including related to hacking, phishing, malware, ransomware, social engineering, unauthorized access to or disclosure of data, denial-of-service attacks, business email compromise, deepfakes, or other cyberattacks. These risks may also result from human error, insider threats, system misconfiguration, bugs, or other vulnerabilities in Technology Infrastructure, or failures of security controls or processes. Moreover, our disaster recovery systems and those of our Technology Infrastructure third-party service providers may not function as intended or may fail to adequately protect our critical business information in the event of a significant interruption, which could result in security breaches, loss of data or functionality, or other similar adverse impacts. For example, in April 2026, one of our third-party analytics vendors experienced a security incident that compromised certain Vimeo customer and user data, and we took steps to investigate, contain, and remediate the incident, and to notify regulators as well as customers and users whose data was potentially impacted. Further, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities or inadequate security measures, which has exposed us and may continue to expose us to significant risks.

Cybersecurity incidents affecting our Technology Infrastructure third-party service providers could disrupt our business or result in unauthorized access to, or disclosure or loss of Confidential Information. We may have limited ability to control, monitor, or remediate security incidents affecting our Technology Infrastructure third-party service providers, and our contractual protections may be insufficient to fully protect us from harm. In addition, our and our Technology Infrastructure third-party service providers’ remote working arrangements may increase cybersecurity risks, including due to the challenges associated with managing remote computing assets and security vulnerabilities that are present in many public or home networks. Moreover, the integration of AI in our or any Technology Infrastructure third-party service providers’ operations or products is expected to pose new or unknown cybersecurity risks.

Techniques used to obtain unauthorized access to Technology Infrastructure, sabotage systems, or disable or degrade services change frequently, and may be large-scale, automated, and difficult to detect. These techniques are often not recognized until launched against a target. Malicious actors are becoming increasingly sophisticated, including through the use of AI technologies, and may be able to circumvent security controls, evade detection, or remove forensic evidence. We regularly identify security vulnerabilities in our Technology Infrastructure, and we may be unable to remediate all vulnerabilities in a timely manner, or at all, and our mitigating measures may not be implemented before a vulnerability is exploited, including where customers or users fail to timely apply updates, and vulnerabilities may remain undiscovered or persist even after mitigation measures are implemented. Further, there can be no assurance that our cybersecurity risk management program, including our policies, controls, and procedures, will be fully implemented, complied with, or effective in protecting Confidential Information or our Technology Infrastructure. As a result, we may be unable to prevent, detect, investigate, remediate, or recover from cybersecurity incidents in a timely manner, or at all.

In addition, third parties have attempted (and, in some cases, succeeded) and may continue to attempt to exploit (or succeed in exploiting) our products, technologies, or brands to defraud others, including through impersonation, account compromise, fraudulent payment activity, or other misuse, which could result in customer or user harm and damage to our reputation.

While to date no incidents have had a material impact, material incidents may occur in the future. Any past or future cybersecurity incident, whether actual or perceived, could expose us to significant liabilities and costs, including regulatory investigations or enforcement actions, compulsory audits, fines or penalties, litigation (including class actions), remediation and recovery costs, fraud losses, increased insurance premiums, and reputational harm. We may also face contractual disputes, indemnity obligations, and termination or non-renewal by customers or partners, and any limitations of liability in our contracts may not be enforceable or sufficient to protect us from all liabilities. We have been, and may in the future be, required to notify regulators, customers, users, team members, or other stakeholders under applicable breach notification and data protection laws in multiple jurisdictions, including in the E.U., the U.K., and the U.S. Any required notifications could be costly, could lead to negative publicity, and could cause customers or users to lose confidence in our products or security measures. In addition, mitigating the risk of cybersecurity incidents has resulted, and could in the future result, in additional operating and capital costs in Technology Infrastructure, personnel, monitoring, and other investments, and these costs may increase over time. Any liabilities or costs incurred in relation to a cybersecurity incident may not be covered by insurance and insurance policies may not be available to us in the future on economically reasonable terms, or at all.

 

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If we are unable to prevent or effectively respond to cybersecurity incidents, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

Our ability to maintain customer or user satisfaction depends in part on the quality of our customer support, including support provided by third-party service providers

Our ability to attract and retain customers and users depends in part on the quality of our customer support, including assisting customers and users in using our products, responding to legal, privacy or security-related matters, and resolving performance and reliability problems. If we fail to provide effective customer support, customer and user satisfaction could decline, our reputation could be harmed, and customer and user churn could increase.

As our customer and user base evolves, customer support demand may increase or fluctuate significantly, including following product changes, outages, security incidents, or monetization changes. We may be unable to hire, develop, and retain sufficient team members to support or scale our support systems effectively, particularly if growth exceeds our forecasts. In addition, providing support globally at scale across time zones and in multiple languages may require additional resources and could increase complexity, expenses, and legal risks. Increased support demand without corresponding revenue increases could also increase our costs.

We also rely in part on third-party service providers to support customer support operations, and we may have limited control over their personnel, training, processes, and service levels. If these providers fail to meet our standards, experience disruptions, increase costs, or terminate their relationship with us, customer support quality could decline.

In addition, we use AI-enabled tools to support customer support operations. AI tools may generate inaccurate, incomplete, or inconsistent responses, including in ways that negatively affect user experiences or result in improper handling of billing, refunds, account access, privacy, or security-related matters, and may increase regulatory, legal, or reputational risks. If we are unable to effectively manage these risks, our customer support operations and customer and user satisfaction could be materially and adversely affected.

If we fail to maintain effective customer support at scale, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We may be unable to effectively leverage or develop sales capabilities to attract and retain enterprise customers, and to expand usage of our products within our customer base

Our ability to grow our business depends in part on our ability to attract new enterprise customers, retain existing enterprise customers, and increase adoption and usage of our products within our customer base. Historically, we have not relied on a significant outbound sales force, and our ability to drive enterprise growth may depend on our ability to build and scale our sales organization and implement an effective sales strategy. If we are unable to develop and leverage sales capabilities successfully, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We may encounter challenges in developing our sales force and sales strategy, including hiring, training, and retaining qualified sales personnel, developing effective sales processes and management systems, investing in supporting functions such as customer success, onboarding, implementation, and support, and coordinating effectively across our commercial, product, and legal and compliance functions. We may also be unsuccessful in achieving broader market acceptance of our products among enterprise customers, including those with established vendor relationships or internal preferences for competing solutions.

In addition, some of our enterprise offerings have extended and complex sales cycles, which can be resource-intensive, and unpredictable. Prospective enterprise customers may require significant time and resources to evaluate our products, complete security, compliance, procurement, or legal reviews, negotiate commercial terms, or conduct pilots or trials before making purchasing decisions. These factors may increase our costs, delay revenue recognition, reduce our ability to forecast results, and make it more difficult to achieve efficient growth.

 

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If we are unable to effectively develop and scale our outbound sales capabilities, attract and retain enterprise customers, or expand usage of our products within our customer base, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

Dependence on a limited number of top-performing products could increase volatility and adversely affect our results

A meaningful portion of our revenue has historically been derived from a limited number of top-performing products. As a result, our business and financial performance may be disproportionately affected by the performance of a small number of products, and we may not be able to successfully expand and diversify our revenue sources beyond them.

The performance of individual products can be volatile and may fluctuate significantly from period to period due to factors that are difficult to predict or outside of our control, including adverse developments affecting a particular product, category, or ecosystem, changes in platform featuring, pricing, ranking, search algorithms, policies, and enforcement practices, competitive entries, shifts in customer or user preferences, seasonality, and product changes or updates that do not perform as expected. In addition, if one or more of our leading products underperforms, experiences reduced engagement, renewal rates, or conversion, or is otherwise unable to sustain or improve its historical monetization levels, our revenue and margins could fluctuate materially. The size and diversification of our portfolio may not sufficiently mitigate these risks.

Revenue concentration risk may be further affected by changes in our product portfolio over time, including as a result of acquisitions. Acquired businesses may perform below our expectations, or we may be unable to sustain or improve the performance of acquired businesses following integration.

If we fail to maintain a diversified and successful portfolio, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We generally do not have long-term agreements with our customers

Our customers can generally cancel their subscriptions at any time without penalty, with the cancellation typically becoming effective at the end of the current term. Term duration is typically one year or shorter. As our customers are not typically bound by long-term contractual commitments, we face continuous pressure to provide high-quality products and frequent feature updates to retain recurring payments. Moreover, our visibility into future revenue may be limited compared to companies with a majority or all of their revenue derived from multi-year, non-cancellable contracts.

We may experience software or hardware defects and other similar problems with our products or technology infrastructure

We may experience software or hardware defects, outages, performance degradation, development delays, data losses, or other technical problems, including issues introduced through updates, new feature releases, integrations, migrations, or changes in Technology Infrastructure third-party services on which we rely. Software or hardware that we develop internally or procure from third parties may contain technical problems. These technical problems may result in diminished performance, service disruptions, product malfunctions, security incidents, or, in severe cases, permanently disabled products that could disrupt operations, product performance, or our cybersecurity. Such software, hardware, and Technology Infrastructure may not be sufficient to address technological advances, regulatory requirements, changing market conditions or other developments.

Because our products operate at scale and evolve rapidly, technical issues may emerge unexpectedly, and we may be unable to resolve them quickly without introducing additional defects or disruptions. Such issues may not be identified during development or testing and may only become apparent after deployment or at scale.

In addition, we have grown and expect to continue to grow through acquisitions, and acquired products may contain legacy code or hardware, technical debt, undocumented dependencies, or infrastructure or architectural constraints that increase the likelihood or severity of defects, outages, or performance issues, particularly during integration efforts, migrations, or major changes to product functionality.

 

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Any such issues could damage our reputation, reduce customer or user engagement, lower revenue, impact the stability or accuracy of our customer or user metrics or other estimates, allow third parties to manipulate or exploit our software or hardware, and expose us to claims for damages. Any liabilities or costs incurred in relation to the above may not be covered by insurance and insurance policies may not be available to us in the future on economically reasonable terms, or at all.

If we are unable to prevent, detect, and remediate software or hardware defects and other technical issues effectively, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We may be subject to the terms of open-source software licenses

We use open-source software in our products and Technology Infrastructure and expect to continue to use open-source software in the future. The terms of many open-source licenses to which we are subject have only been interpreted in a limited number of court decisions, or have not been interpreted by courts at all, and there is a risk that open-source software licenses could be construed in ways that impose unanticipated conditions or restrictions on our ability to operate, commercialize, or protect our technology. In addition, under some open-source software licenses, if we combine our proprietary software with open-source software in a certain manner, third parties may claim ownership of, a license to, or demand the release of, the open-source software derivative works that we developed using such software, which could include our proprietary source code. Such third parties may also seek to enforce the terms of the applicable open-source software license through litigation which, if successful, could require us to make our proprietary source code freely available, purchase a costly license, or cease offering the implicated products unless and until we can re-engineer them to avoid infringement. This re-engineering process could require significant additional research and development resources, and we may not be able to complete it successfully. In addition to risks related to open-source software license requirements, use of certain open-source software may pose greater risks than use of third-party commercial software, since open-source licensors generally do not provide warranties or controls on the origin and accuracy of the software. Further, we may have incorporated or used open-source software in a manner that is inconsistent with applicable license terms or our internal policies, and we cannot assure that our processes for identifying, tracking, and managing open-source software usage are or will be effective. Any of these risks could be difficult to eliminate or manage.

We may also contribute code to open-source projects from time to time, and any such contributions are generally publicly available, which may limit or eliminate our ability to protect intellectual property rights in that software and could allow competitors to use or incorporate it. Similarly, we may be subject to third-party intellectual property claims as a user of or contributor to open-source software.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.

We rely on third parties to manufacture and distribute our hardware products, and we may suffer disruptions affecting hardware components, manufacturing, logistics, or inventory management

Tractive depends on hardware devices and related accessories that require sourcing, manufacturing, warehousing, logistics, and distribution operations that differ from those associated with our purely software products. We rely on third-party suppliers, manufacturers, logistics providers, and other partners to source components, manufacture hardware products, manage inventory, and fulfill orders. We may have limited visibility into, or control over, the operations and practices of these third parties.

Our ability to deliver hardware products in a timely and cost-effective manner depends on our ability to accurately forecast demand and manage inventory levels. Demand for hardware products may fluctuate significantly. If we underestimate demand, we may experience product shortages, delayed shipments, lost sales, or customer dissatisfaction. If we overestimate demand, we may experience excess inventory, increased warehousing costs, inventory write-downs or write-offs, or discounting pressures. In addition, our hardware operations may be adversely affected by component shortages, supplier concentration, manufacturing defects, quality control issues, transportation delays, or other disruptions affecting supply chains or manufacturing operations. We may also experience increased costs or delays in identifying or qualifying alternative suppliers or manufacturers.

 

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If we are unable to effectively manage the sourcing, manufacturing, logistics, distribution, or inventory of our hardware products, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

Our frequent reassessment of organizational structure and resource allocation may materially and adversely affect our business

Following an acquisition, or in response to changes in our business, we reallocate team members across businesses and platform teams, at times making significant changes. We may be unable to effectively manage organizational changes and resource allocations, which could result in declines in customer or user satisfaction, increases in costs, difficulties in introducing new products or enhancing existing products, reputational harm, difficulties in attracting or retaining talent, loss of customers or users, or operational difficulties in executing sales strategies, any of which could materially and adversely affect our business, results of operations, financial condition, and prospects.

Our insurance policies may not be sufficient to cover all claims

We maintain various insurance policies intended to protect against certain operational and other risks, including risks relating to cybersecurity incidents, operational failures, litigation, and other liabilities. However, insurance coverage, by its nature, is subject to exclusions, deductibles, coverage conditions, limitations, and policy limits. Our insurance may not cover all claims that may arise, coverage may be disputed by insurers, and the amounts payable under our policies may be insufficient to cover all possible losses or liabilities.

In addition, the cost of insurance is likely to increase in the future, and the availability of coverage may decrease, influenced by the evolving risk landscape in the technology sector or broader economic conditions. We may be unable to maintain our current insurance coverage on commercially reasonable terms or at all, and as our business expands and evolves, we may be required to pay higher premiums, accept higher deductibles or more restrictive terms, or obtain less coverage than we desire.

In the event of a significant loss or liability that is not fully covered by our insurance policies, or if coverage is disputed by insurers, we may be exposed to significant financial losses. Moreover, significant uninsured losses could damage our reputation among customers, users, business partners, lenders, and investors. It could also lead to increased scrutiny from regulators and other stakeholders.

Any actual or potential insufficiency or inadequacy of insurance coverage and related financial exposure could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We have experienced rapid growth, may continue to grow in the future, and may not be able to effectively manage growth, change, or the scope and complexity of our business

We have experienced rapid growth in recent periods, and may continue to grow in the future, including through international acquisitions of products, technologies, or businesses, and diversification across regions, segments, and business models. As our business has expanded and may continue to expand, the scope and complexity of our operations have increased rapidly and may continue to increase. This has placed and is expected to continue to place a significant strain on our managerial, administrative, operational, and financial resources. Our ability to manage growth effectively will depend on, among other things, our ability to scale our organizational structure, systems and infrastructure, controls, and processes, integrate new businesses or technologies, and recruit, retain, and develop talent.

If we are unable to effectively manage the allocation of limited resources in our organization or the risks that we may encounter in expanding our operations as we grow and expand across new businesses, products, technologies, regions, segments, or business models, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We have a limited operating history at our current scale, and our historical, operating, and financial results may not be indicative of future performance, which makes it difficult to predict our future business prospects and financial performance

We have a limited history of operating at our current scale and scope and, consequently, it is impracticable to forecast our future results based upon historical data. Investors should not rely on our past results of operations as indicators of future

 

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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:

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Research and development, including new applications and technologies such as AI

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Our Technology Infrastructure, including systems architecture, scalability, availability, performance, and security

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Acquisitions or strategic investments, and the integration of any such acquisitions

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New products, user experiences, and features, including AI-powered products or features

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Productivity improvements, including through enhanced expertise, processes, and company culture

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Employer branding, recruiting capabilities, and access to talent

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Product brand awareness, marketing, and communications activities

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Sales capabilities

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Global expansion and diversification across regions, segments, and business models

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Our general and administrative organization and the legal, information technology, and accounting teams and processes associated with being a public company

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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.

 

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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 voting rights upon an event of default are notified under the Golden Power Legislation, pursuant to the security documents. However, the impact of such case law on future decisions of the Golden Power Authority or other Italian courts cannot be fully assessed as of the date of this registration statement. The scope and interpretation of the Golden Power Legislation are subject to evolving regulatory practice and judicial developments. Our ability to pursue certain transactions and corporate resolutions affecting our ownership structure or governance rights, including acquisitions and financings, have been, and may be subject to, notification obligations and mandatory review periods under the Golden Power Legislation.

Past transactions and corporate resolutions have been, and similar future transactions may be, subject to foreign direct investment or national security review regimes and result in notification requirements, waiting periods, information requests, and reviews by one or more government authorities in Italy, the U.S., and other jurisdictions. These processes can be time-consuming, costly, and unpredictable, may delay or prevent the completion of a transaction, and may require us to modify transaction terms, accept behavioral or structural remedies (including divestitures or operational restrictions), implement mitigation measures, or abandon a proposed transaction. Increased scrutiny may also reduce the willingness of potential selling parties, lenders, or investors to engage with us, increase execution risk and deal uncertainty, and divert leadership time and resources. Authorities may also investigate or challenge our conduct or transactions even after completion. In addition, certain transactions may be subject to review by multiple government authorities in different jurisdictions, which may impose differing, inconsistent, or conflicting requirements and may further increase the cost and complexity of conducting our business.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to complex and evolving consumer protection, subscription, advertising, and payments-related laws and industry requirements

We are subject to a broad range of consumer protection laws, regulations, and industry requirements globally, including those relating to marketing practices, including pricing disclosures, billing, refunds, free trials, subscriptions, and automatic renewals. Many of our products use monetization strategies with subscription models that automatically renew unless canceled, and we often provide free or discounted trial periods. For example, in the U.S., the Restore Online Shoppers Confidence Act and analogous state laws regulate such offers. In the E.U., the Consumer Rights Directive imposes specific requirements on pre-contractual information and the right of withdrawal for consumers, while the Unfair Commercial Practices Directive provides

 

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a horizontal framework prohibiting misleading and aggressive commercial practices. In Italy, the Legislative Decree No. 206 of September 6, 2005, also known as the Italian Consumer Code, applies. Similarly, in the U.K., the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 govern these practices, and under the Digital Markets, Competition and Consumers Act 2024, new provisions regarding pre-contractual information, reminder notices, and cancellation periods for subscription contracts are due to come into effect. Laws, regulations, and enforcement priorities in this area continue to evolve, and regulators and private plaintiffs have increased scrutiny of subscription flows, cancellation mechanisms, disclosures, and claims relating to “dark patterns,” misleading interfaces, or unfair or deceptive practices.

Changes in laws, regulations, or industry practices could make it more difficult to implement automatic renewals or free trials, could require more friction in customer or user flows, and could reduce conversion or renewal rates. For example, requirements to obtain express opt-in consent for the automatic renewal of subscriptions could reduce the rate of subscription renewals. Similarly, third-party platform providers or payment processors and card networks may also impose operational, compliance, and security requirements, and effectively regulate subscriptions, billings, refunds, and automatic renewals. Failure to comply with such third parties’ rules and policies could materially and adversely affect our monetization strategies.

We are also subject to laws, regulatory, and industry requirements relating to advertising, including rules governing marketing claims, endorsements, influencer marketing, targeting practices, and disclosures, as well as requirements that may apply to advertising directed to minors.

If we fail, or are alleged to have failed, to comply with applicable advertising, consumer protection, or subscription and autorenewal laws, regulations, and industry requirements, we could be subject to investigations, enforcement actions, civil penalties, damages, restitution, injunctions, litigation (including class actions), and reputational harm, and we may be required to modify our monetization strategies and marketing practices, including pricing disclosures, billing, refunds, free trials, subscription flows and plans, automatic renewals, paywalls, and cancellation processes. Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to antitrust and competition laws and regulatory regimes

We are subject to antitrust and competition laws and regulations in multiple jurisdictions, including laws governing acquisitions, mergers, and other business conduct. Competition and other government authorities have intensified their scrutiny of acquisitions and business practices in the technology sector, including transactions involving digital platforms and AI-related businesses, and this heightened scrutiny may continue.

Past acquisitions have been, and future acquisitions and other activities may be, subject to notification requirements, waiting periods, information requests, and reviews by one or more competition authorities. These processes can be time-consuming, costly, and unpredictable, may delay or prevent the completion of a transaction, and may require us to modify transaction terms, accept behavioral or structural remedies (including divestitures or operational restrictions), or abandon a proposed transaction. Increased scrutiny may also reduce the willingness of potential selling parties, lenders, or investors to engage with us, increase execution risk and deal uncertainty, and divert leadership time and resources. Competition authorities may investigate or challenge our conduct or transactions even after completion, including through requests for information or enforcement actions. In addition, certain transactions may be subject to review by multiple competition authorities in different jurisdictions, which may impose differing, inconsistent, or conflicting requirements or outcomes and may further increase the cost and complexity of conducting our business.

If we are found to have violated antitrust or competition laws or regulations (or any measures imposed by government authorities under such laws or regulations), we could be subject to significant fines, damages (including treble damages in certain jurisdictions), civil or criminal penalties, injunctions restricting our activities, requirements to divest assets or discontinue certain transactions, restrictions on our ability to operate certain businesses or process certain data, and reputational harm. In addition, the relevant transaction or resolution can be declared null and void. Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to complex and evolving privacy, data protection, cybersecurity, and other data laws

In connection with the operation of our business, we collect, use, store, disclose, transfer, and otherwise process Personal Information relating to customers, users, team members, candidates, business partners, and others. We also depend on a

 

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number of third-party service providers which process Personal Information on our behalf or on behalf of our customers. We are therefore subject to a variety of data protection, privacy, and cybersecurity laws, regulations, standards, and contractual obligations globally that are complex, rapidly evolving, and may differ significantly across jurisdictions, including the E.U. General Data Protection Regulation (“E.U. GDPR”), the U.K. General Data Protection Regulation (“U.K. GDPR”), the California Consumer Privacy Act (“CCPA”) and other U.S. state comprehensive data privacy laws, and industry requirements. These requirements impose significant obligations relating to transparency, consent, retention, security safeguards, cross-border transfers, vendor management, and data subject rights. This leads to increased compliance costs and operational risks, as well as potential customer or user confusion, and exposes us to significant potential liabilities, including regulatory enforcement actions and penalties, customer or user claims, and orders to change our data processing activities. The implementation of these laws and regulations requires continuous updates to our products, Technology Infrastructure, data processing activities, terms and conditions, and privacy policies, and investments in technical and organizational measures designed to safeguard the rights and freedoms of data subjects. Such investment may result in significant costs to our business and may require us to modify certain of our practices. As a result, we may not always be fully and technically compliant with such laws and regulations.

Laws and regulatory scrutiny relating to behavioral advertising, direct marketing, cookies, and other tracking technologies continue to evolve, and technical changes by platforms, browsers, or operating systems may reduce our ability to measure performance, personalize experiences, or market effectively. Numerous class-action suits under federal and state laws have been filed recently against companies that use third-party tracking technologies, alleging violations of consumer protection laws and invasions of privacy due to lack of adequate notice or consent prior to use of such technologies. In the E.U. and the U.K., informed consent is required for the placement of certain cookies and other tracking technologies on a device and for direct marketing. The E.U. GDPR and the U.K. GDPR impose conditions on obtaining valid consent for cookies and tracking technologies, including a prohibition on pre-checked consents and a requirement to obtain separate consents for each type of cookie and similar tracking technology. Recent European court and regulatory decisions are driving increased attention to cookies and similar tracking technologies. Moreover, our use of cookies and other tracking technologies has exposed us and may continue to expose us to risk of claims under a number of laws in the U.S., including the Video Privacy Protection Act (“VPPA”), the Electronic Communications Privacy Act (“ECPA”), and the California Invasion of Privacy Act (“CIPA”), and we have been subject to VPPA, ECPA, and CIPA claims related to some of our websites. In a recent trend, some content publishers have been subject to litigation over alleged violations of the VPPA in connection with advertising provided by third parties. As a result, we may have to develop alternative means to analyze our customer or users’ behavior, customize their experience, or efficiently advertise to them if they block cookies or other tracking technologies, or if additional barriers to collecting data via cookies or other tracking technologies are introduced via laws, regulations, or providers of platforms, devices or web browsers. The regulation of the use of these cookies and other tracking technologies and advertising practices or a loss in our ability to make effective use of such technologies could adversely affect us.

We make telephone calls and send text messages to customers and users in connection with some of our products. Actual or perceived improper calls or text messages may subject us to potential risks, including liabilities or claims relating to laws such as the Telephone Consumer Protection Act (the “TCPA”) in the U.S., which imposes significant restrictions on the ability to make telephone calls or send text messages without the prior consent of the person being contacted. U.S. federal or state regulatory authorities and private litigants may claim that our calling or text messaging practices, including our notices or forms to collect consents, are not adequate or violate applicable law. We also send marketing messages via email and are subject to the Controlling the Assault of Non-Solicited Pornography and Marketing Act of 2003 (the “CAN-SPAM Act”) in the U.S. The CAN-SPAM Act imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs), and any violations could result in the FTC seeking civil penalties against us.

In addition, certain of our products and technologies collect or process geolocation data, including precise or inferred location information, which may be subject to heightened regulatory scrutiny and additional requirements.

There has also been an increase in class actions filed under laws such as the Illinois Biometric Information Privacy Act (“BIPA”), and we have been subject to BIPA claims. Claims under BIPA and similar biometric laws in other U.S. states, allege that biometric identifiers or biometric information (for example, face templates, facial recognition data, voiceprints, fingerprints, or iris scans) have been collected, used, or disclosed without the required notices, consents, retention schedules, or security safeguards. These laws may provide for a private right of action and statutory damages on a per-violation basis and often

 

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impose stringent requirements. If one or more of our products, technologies, team members, third-party service providers, or customers or users were alleged or determined to have violated any biometric privacy law, we could be subject to enforcement actions, litigation, fines, penalties, adverse publicity, and loss of customers or users. Class actions for breaches of privacy laws are also increasing in Europe, driven by Directive (EU) 2020/1828 on representative actions and by recent CJEU case law, which has lowered the threshold for data subjects to seek compensation for non-material damage, thereby creating an additional incentive for collective redress in the data privacy sector.

Regulators are increasingly scrutinizing companies that process minors’ Personal Information or provide digital products that are used by minors. For example, in the U.S., laws, regulations, and legally binding codes, such as the Children’s Online Privacy Protection Act, California’s Age-Appropriate Design Code, the CCPA, and other U.S. privacy laws impose heightened obligations on companies that process minors’ Personal Information or provide online services used by minors. In Europe, the E.U. GDPR and the U.K. GDPR, as well as the E.U. Digital Services Act (“DSA”), the U.K. Online Safety Act, and the U.K. Age-Appropriate Design Code impose similar requirements. These requirements apply to some of our products and may include restrictions on advertising or profiling, enhanced transparency and user protection obligations, requirements to obtain certain consents, limitations on the collection, use, retention, or sharing of minors’ Personal Information, age assurance or age verification measures, and expanded rights for minors and their parents or guardians. These regimes are evolving and may be subject to legal challenges, differing interpretations, and changing enforcement priorities, which may increase compliance costs and operational complexity. Some obligations may apply broadly, including to products that do not intentionally target minors and in some cases where “children” may be defined as individuals under the age of 18. Some of our products are likely to be used by individuals under the age of 18. If we fail to accurately anticipate the application, interpretation, or expansion of these requirements, we could be subject to regulatory investigations or enforcement actions, data processing restrictions, litigation, fines and penalties, adverse publicity, and loss of customers or users.

Some of our products also subject us to payment card industry rules and standards, including the Payment Card Industry Data Security Standard, as well as contractual requirements imposed by payment processors, card networks, and other payment ecosystem participants. These requirements may change over time and may require us to implement and maintain additional security controls, monitoring, and documentation. Any failure, or alleged failure, to comply with such requirements could result in fines, penalties, increased transaction fees, contractual liability, reputational harm, and restrictions on our ability to accept or process payment card transactions.

Privacy and data protection laws and regulations are in some cases relatively new and their interpretation and application are uncertain, and we cannot ensure that our privacy policies, data processing agreements, and other statements regarding our data practices will be sufficient to protect us from claims, proceedings, liability, or negative media coverage relating to privacy, data protection, or cybersecurity. In addition, although we endeavor to comply with our privacy policies and ensure that our third-party service providers comply with our data processing agreements, as applicable, we may at times fail to do so or be alleged to have failed to do so.

We have in the past received, and may in the future receive, complaints or notifications from third parties, including regulators, asking about our compliance or alleging that we have violated applicable privacy, data protection, and cybersecurity laws and regulations. Any concerns about our privacy, data protection, and cybersecurity practices, even if unfounded, could damage our reputation and adversely affect our business. Non-compliance, or perceived non-compliance, with these laws and regulations has in the past led, and may in the future lead, to regulatory investigations, enforcement or other legal actions, and proceedings against us by supervisory authorities, government entities, consumers, data subjects, or others. We have been subject to claims, proceedings, and settlements, and we may in the future be subject to substantial regulatory fines, or other penalties, or orders to cease or change our data processing activities in a manner that would be adverse to our business, require us to incur substantial costs, or lead to reputational harm.

We may also become subject to new laws that regulate data beyond Personal Information. For example, the E.U. Data Act imposes certain data and cloud service interoperability and switching obligations to enable users to switch between cloud service providers without undue delay or cost, as well as certain requirements concerning cross-border international transfers of, and governmental access to, data other than Personal Information outside the E.U. Depending on how this and any similar laws are implemented and interpreted, we may have to adapt our business practices, contractual arrangements, and products to comply with such obligations, and applicable obligations may impact our ability to retain customers and users.

 

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Further, through the acquisition of businesses and products we may inherit legacy data practices, consents, disclosures, or technical implementations that do not meet our standards or do not comply with current legal or regulatory requirements. For example, we may discover, after the completion of an acquisition, that disclosures were incomplete, consents were missing or not properly recorded, data was combined or repurposed in ways that are not permitted, or technical controls were inadequate. Remediation can be costly and time consuming and may require deleting or limiting data, changing products or features, or reducing personalization, analytics, measurement, or marketing practices, which could reduce conversion, engagement, and revenue.

Privacy concerns and restrictions may therefore reduce the effectiveness of our product, customer and user acquisition, and monetization strategies. Any failure, or perceived failure, by us or our third-party service providers to comply with applicable privacy, data protection, or cybersecurity requirements has resulted in and could in the future result in complaints, investigations, compulsory audits, enforcement actions, litigation (including class actions), fines, penalties, orders to change or cease certain practices, distraction to our leadership and technical personnel, increase in our costs of doing business, reduced demand for our products, and loss of customer or user trust, any of which could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to complex and evolving intermediary liability and content moderation laws and regulations

Some of our products enable customers and users to upload, publish, stream, share, or otherwise make available content such as videos, comments, documents, and other content (“User Content”). We cannot review all User Content before it is posted or distributed, and some User Content will inevitably violate laws, regulations, or third-party rights, including intellectual property rights, privacy and publicity rights, or laws relating to defamation, harassment, hate speech, misinformation, online safety, or other unlawful or harmful content. We may be required to investigate, respond to, and defend claims relating to User Content, and we could incur significant costs by doing so. If we are found liable, or if regulators determine that we have failed to meet applicable obligations, we could be subject to investigations, damages, fines, penalties, injunctions, orders to remove or restrict content, product limitations, or other remedies, and our reputation could be harmed.

Our approach to content moderation creates additional risk, including the design and enforcement of terms of service, community guidelines, acceptable use policies, the handling of notices and takedown requests, and decisions to remove or restrict content or accounts. We may face claims that we acted improperly by removing content, restricting accounts, or enforcing policies inconsistently, and we may also face claims that we failed to remove content sufficiently quickly or at all. Individuals, advocacy groups, regulators, and other stakeholders may pressure us to remove or restrict certain content or accounts, while others may criticize us for doing so, which can result in negative publicity and could reduce customer or user trust and engagement.

The legal frameworks governing liability for User Content and content moderation decisions are evolving and differ significantly across jurisdictions. In the U.S., Section 230 of the Communications Decency Act has historically limited liability for certain third-party content and provided protections for certain content moderation decisions. However, there have been, and may continue to be, legislative, regulatory, and judicial efforts at the federal and state levels to narrow, reinterpret, modify, or eliminate these protections for certain categories of content or conduct. If the scope of Section 230 protections is reduced, we could face increased litigation risk and higher compliance and operating costs in the U.S., including for moderation decisions and for content posted by customers and users.

Outside the U.S., comparable protections may be more limited or uncertain, and many jurisdictions impose affirmative obligations on online services regarding illegal or harmful content, user reporting mechanisms, cooperation with law enforcement, transparency requirements, and the speed with which certain categories of content must be addressed. In the E.U., the DSA imposes significant compliance obligations on intermediary services, including requirements relating to terms and conditions, notice and content reporting procedures, transparency reporting, and other governance and risk-management measures. Compliance with the DSA may require us to modify our products and internal processes, expand moderation and trust and safety operations, and incur substantial costs. In addition, while the DSA is an E.U. regulation, it is enforced through authorities in each E.U. country and may be applied in practice with differing approaches across jurisdictions, which may increase uncertainty and compliance burdens. Certain E.U. countries also have, or may adopt, national laws addressing illegal or harmful online content and related enforcement processes, such as Germany’s Network Enforcement Act, which may

 

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impose additional or different obligations and increase our compliance costs and operational complexity. In the U.K., the Online Safety Act also imposes significant and evolving obligations on certain online services, including requirements relating to illegal and harmful content, risk assessments, reporting and enforcement processes, and child safety measures, and may expose us to substantial fines, increased regulatory scrutiny, and potential restrictions on our products if we fail to comply. Moreover, these frameworks, and similar laws and regulations globally, may require age assurance or age-gating measures for certain products, features, or content, which could be costly to implement, may reduce customer and user engagement or growth, and may expose us to enforcement risk if implemented incorrectly or inconsistently.

In addition, our ability to limit liability for copyright infringement based on User Content may depend on compliance with the safe harbor provisions of the U.S. Digital Millennium Copyright Act of 1998 (“DMCA”) and similar laws. We may not be shielded from copyright infringement lawsuits or related liability for hosting User Content. Even if we ultimately succeed in demonstrating that the DMCA limits our liability, defending such claims can be costly and time-consuming, and we may be required to remove content, restrict accounts, or modify products or processes. There has been recent proposed U.S. federal legislation seeking to hold digital product and platform providers liable for certain User Content and, if the DMCA or similar safe harbor regimes are amended, narrowed, or interpreted in ways that are unfavorable to us, we could face increased compliance costs and increased risk of liability. We are also subject to evolving laws in the E.U. and other jurisdictions relating to online copyright enforcement. For example, the E.U. Copyright Directive expanded potential intermediary liability for certain copyright-infringing content and may require that we obtain authorizations from rights holders or implement measures designed to prevent the availability of certain copyrighted content. Implementing these requirements may require significant investment in content identification and enforcement tools, changes to products, and increased compliance costs, and may expose us to additional liability if we are alleged to have failed to satisfy applicable obligations. Similar content-related legislation and regulations in other jurisdictions may require us to change our products or business practices, restrict access to certain features or services in particular geographies, or otherwise impact our operations.

In addition, some jurisdictions have enacted or may enact laws that impose strict timelines for removing certain categories of content, provide for significant penalties for non-compliance, or authorize government or regulatory authorities to restrict access to services. We have been, and may in the future be, subject to temporary restrictions or access limitations in certain jurisdictions based on content hosted on our products. Even a single piece of content may lead to governmental scrutiny, enforcement action, litigation, or reputational harm.

These evolving compliance requirements may affect how we operate, design, and offer our products, including how we manage user reports, moderation processes, transparency obligations, and age-related safeguards. Any failure, or perceived failure, to effectively manage these risks or comply with evolving intermediary liability and content moderation laws and regulations (in particular, if such laws and regulations become more restrictive), could result in investigations, enforcement actions, fines, litigation, reputational harm, or restrictions on our products or operations, any of which could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to new and evolving laws and regulations relating to the use of AI technologies

We use AI technologies to improve our internal operations and products and may increasingly incorporate AI technologies more deeply into our products and operations. The legal and regulatory landscape governing AI technologies is rapidly evolving and remains uncertain across jurisdictions. Legislators and regulators in the E.U., the U.K., the U.S. (including at the state level), and other jurisdictions have proposed, enacted, or are considering laws, regulations, and guidance that may regulate the development, deployment, transparency, and use of AI technologies, including with respect to disclosures to customers or users, risk management obligations, and documentation and monitoring requirements. These frameworks may be inconsistent or conflicting across jurisdictions, and we may be required to modify our products, data processing activities, or operations in certain jurisdictions, which could increase costs, reduce functionality, delay product launches, limit our ability to use certain AI technologies, or otherwise adversely affect our business. For example, California enacted several new laws in 2024 that regulate use of AI technologies and provide consumers with additional protections around companies’ use of AI technologies, such as requiring companies to disclose certain uses of generative AI. Other U.S. states have also passed AI-focused legislation, such as Colorado’s Artificial Intelligence Act, which will require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination, and Utah’s Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions.

 

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In the E.U., the Artificial Intelligence Act (“E.U. AI Act”), which entered into force in August 2024, establishes a comprehensive, risk-based governance framework for AI in the E.U. The E.U. AI Act includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, accuracy, general purpose AI and foundation models, and imposes fines for breaches of up to 7% of worldwide annual revenue. These frameworks may impose significant compliance obligations and may be interpreted or enforced in ways that restrict our ability to develop, use, or commercialize AI technologies, including in connection with products that rely on AI as a core feature. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely predict the impact future laws, regulations, or standards, or the market perception of their requirements, may have on our business or how we will respond to these laws or regulations.

It is also possible that more new laws, regulations, or industry standards will be adopted, or that existing laws and regulations such as privacy, consumer protection, intellectual property, and competition laws may be applied, interpreted, or enforced in ways that would limit our ability to use AI technologies for our business, or require us to change the way we use AI technologies in a manner that negatively affects the way in which we use AI technologies and the performance of our products and business. For example, certain data protection and privacy laws extend rights to individuals (such as the right to delete certain Personal Information) and regulate automated decision making, which may restrict our use of AI technologies. Regulators may also seek remedies that could materially affect our business, including restrictions on certain practices or requirements to delete data or outputs. Further, the creation, use, or distribution of AI-generated content, or the use of content to train AI models, raises novel and unsettled questions relating to intellectual property ownership and rights, which may expose us to disputes or litigation and may limit how we develop or offer AI-enabled features. As our industry continues to evolve, our business conduct and transactions, including acquisitions, partnerships, or commercial arrangements involving AI technologies, may be subject to enhanced regulatory review or enforcement risk, which could delay, limit, or prevent certain initiatives or increase compliance costs.

Any failure, or perceived failure, to effectively manage these risks or comply with evolving laws and regulations governing AI technologies could result in investigations, enforcement actions, fines, litigation, reputational harm, or restrictions on our products or operations, any of which could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to anti-corruption, anti-bribery, anti-money laundering, export controls, and economic and trade sanctions laws

We are subject to anti-corruption, anti-bribery, anti-money laundering, export controls, and economic and trade sanctions laws and regulations in the jurisdictions in which we operate, including those administered by the United Nations, the E.U., E.U. countries, the U.K., the U.S., and other governmental or intergovernmental authorities. These laws and regulations are complex, frequently changing, and may apply broadly to our global operations, including cross-border transactions, payment flows, and dealings with customers, users, service providers, business partners, and others. For example, we are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act 2010 (“U.K. Bribery Act”), the U.S. PATRIOT Act, and the laws of other countries in which we conduct activities or offer our products.

The FCPA prohibits us and our directors, officers, team members, agents, and business partners acting on our behalf from corruptly offering, authorizing, or providing anything of value to a “foreign official” for the purposes of influencing official decisions or otherwise securing an improper advantage to obtain or retain business. The FCPA further requires companies listed on U.S. stock exchanges to make and keep books and records that accurately reflect transactions and dispositions of assets and to maintain a system of internal accounting controls. The U.K. Bribery Act prohibits “commercial bribery” of private parties, in addition to bribery involving domestic or foreign officials, the acceptance of bribes, as well as the giving of bribes, and “facilitation payments,” meaning generally low level payments designed to secure or expedite routine governmental actions or other conduct to which persons are already under obligations to perform. The U.K. Bribery Act also creates a corporate offense of the failure to prevent bribery by our directors, officers, team members, and other third parties acting on our behalf, to which it is a defense to maintain “adequate procedures” designed to prevent such acts of bribery.

In Italy, we are subject to the Italian Legislative Decree No. 231 of June 8, 2001 (“Decree 231”), which may expose us to monetary penalties and other sanctions in connection with certain criminal offenses committed by, among others, our directors, officers, or team members. Under the Decree 231, a defense may be available if a company can demonstrate, among other

 

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things, that it has adopted and properly implemented an organization, management, and control model aimed at effectively preventing the commission of the relevant criminal offenses prior to the unlawful conduct (a “Model 231”). We have a Model 231 and have appointed a supervisory body that oversees its functioning and observance, monitors the implementation of preventive measures, and reports regularly to our board of directors. However, the adoption of Model 231 does not by itself exclude the applicability of penalties and other sanctions under the Decree 231. In the event an offense results in administrative liability for the company under the Decree 231, a court will evaluate the Model 231 and its actual implementation. If we are found liable under the Decree 231, we could be subject to significant monetary penalties and other sanctions, including interdictory measures, confiscation of the price or profits deriving from the offense, and publication of the judgment, as well as reputational harm and loss of trust by our customers or users.

We are also subject to economic and trade sanctions and export control laws and regulations, including those administered by the E.U., the U.K., the U.S. Department of the Treasury’s Office of Foreign Assets Control, the U.S. Department of Commerce, the U.S. Department of State, and other government authorities (collectively, “Trade Controls”). These Trade Controls prohibit or restrict dealings with, and may require us to implement controls relating to, certain countries, regions, governments, or persons. Compliance with Trade Controls may be particularly challenging because they are subject to frequent changes and may be interpreted or enforced differently across jurisdictions. Changes in geopolitical conditions or government policies may increase the scope or severity of these restrictions, delay or hinder our cross-border operations, increase compliance costs, or in some cases prevent us from conducting certain business activities altogether. For example, while most of our products are designated EAR99 under the U.S. Export Administration Regulations, certain products are classified under Export Control Classification Numbers 5D992, 5D002, and 5E002, which are subject to heightened export control restrictions and may become further restricted in the future. Furthermore, we operate in jurisdictions that present elevated risks from a Trade Controls perspective. For example, our digital products are offered in Russia and Belarus. As a result, we may occasionally interact with, or receive inquiries or fines from, regulatory bodies located in these jurisdictions, which may raise issues under U.S., U.K., E.U., or other sanctions, or under other relevant laws. We believe that we operate within the structures of applicable Trade Controls. However, we cannot predict the nature, scope, or effect of future regulatory requirements to which our operations might become subject. Our global operations and business increase our exposure to these risks. We may interact, directly or indirectly, with third parties that could be subject to Trade Controls, or that may engage in improper conduct, including customers, users, service providers, business partners, and other third parties. We also cannot predict the manner in which existing laws might be administered or interpreted. In addition, as we acquire businesses and integrate new teams, technologies, and operations, we may inherit legacy practices, controls, or compliance gaps that do not meet our standards or current legal requirements, which could increase our risk of non-compliance.

We maintain internal controls, policies, training, procedures, and other measures designed to promote compliance with anti-corruption, anti-money laundering, Trade Controls, and other similar laws and regulations. Despite our compliance efforts and activities, there can be no assurance that our compliance measures will be effective in preventing or detecting all violations, including violations by our team members, agents, service providers, business partners, or other parties acting on our behalf, and we may be held responsible. Our products are offered globally, including in certain countries that are generally perceived to present a higher risk for corruption. Actual or alleged violations, or even the appearance of non-compliance with these laws and regulations, could result in whistleblower complaints, investigations, litigation, and prosecution or other enforcement actions, which could lead to disclosures, sanctions, settlements, disgorgement of profits, significant fines, damages, other civil and criminal penalties, including imprisonment, or injunctions, suspension or debarment from contracting with certain persons, the loss of export privileges, reputational harm, adverse media coverage, and other collateral consequences. Responding to any litigation, prosecution, subpoena, investigation, or other enforcement action may divert leadership attention and resources, and cause significant defense compliance, and other legal and investigatory costs. Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We may not be able to maintain, protect, or enforce our intellectual property rights

Our success depends in part on our ability to protect the intellectual property rights underlying our proprietary information, products, and technologies. We attempt to protect our intellectual property under trademark, copyright, patent, and trade secret laws, as well as design and database rights, through a combination of intellectual property registrations, assignment and nondisclosure agreements with team members and third parties, other contractual restrictions, technological measures, and other methods. These measures may only offer limited protection and are constantly evolving to meet the expanding needs of the business. Despite our efforts to protect our intellectual property rights, we cannot assure that they will be sufficient to

 

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prevent, deter, or enable us to enforce against infringement, misappropriation, dilution, or other unauthorized use. Unauthorized parties may copy aspects of our products, technologies, marketing materials, and brand features, or obtain and use our trade secrets and other Confidential Information, including to create businesses or products that compete with ours.

We rely on trademarks and other brand protections to protect names, logos, and other marks associated with our business and products. We hold several trademark registrations and pending trademark applications in the U.S., E.U., and other jurisdictions which include material word marks and logos of AOL, Bending Spoons, Brightcove, Eventbrite, Evernote, Harvest, komoot, Meetup, Remini, Splice, StreamYard, Vimeo, and WeTransfer. In addition, as of December 31, 2025, we had registered domain names for approximately 1,350 websites that we use or hold for use in our business, including domain names for Bending Spoons and the above products. Others may oppose our trademark applications, challenge our use of our marks, claim superior rights, or register confusingly similar marks, domain names or social media handles. If we are unable to protect our marks, we may be required to rebrand our business or one or more products, or limit our use of certain marks, which could reduce brand recognition, increase costs, confuse customers and users, and adversely affect our growth.

As of December 31, 2025, we owned 225 issued U.S. patents, 15 U.S. patent applications, 56 issued non-U.S. patents, and 7 non-U.S. patent applications. Our issued U.S. patents, and any patents that may issue from our pending U.S. patent applications, are scheduled to expire at dates ranging between 2026 and 2039, subject to any patent term adjustments or extensions. Our issued E.U. patents are scheduled to expire at dates ranging between 2034 and 2037, subject to any patent term adjustments or extensions. Obtaining, maintaining, and enforcing patents is expensive and uncertain, and software-based patents may be difficult to protect or enforce. The scope of our patent protection could be influenced by changes in legal precedent and patent office interpretations. Our patents and applications may be challenged, narrowed, invalidated, or circumvented, and competitors may independently develop similar or superior technology. There is no guarantee that any pending patent applications we may file will result in issued patents with the desired scope of protection, particularly in jurisdictions of strategic importance, or that any patents we obtain will provide meaningful protection or a competitive advantage. In addition, in certain jurisdictions, there may be limitations on the remedies available for patent infringement, including limitations on damages, which could reduce the value of our patent rights.

We depend on copyright protection, registered design rights in the E.U., and database rights for elements of our business, products, and related content, including software code, datasets, user interfaces, audiovisual works, designs, icons, written materials, and other creative assets. The scope, validity, ownership, and enforceability of such rights may be uncertain. Protection may be limited by statutory exceptions, compulsory licensing regimes, limitations on protectability (including originality or functionality requirements), or evolving legal standards. In addition, in certain jurisdictions, registration may be required to obtain or enforce certain rights or remedies, and available remedies for infringement may be limited. Third parties may copy, reproduce, distribute, or create derivative works based on such elements without authorization.

We also rely on confidentiality and invention assignment agreements with our team members, service providers, customers, and other third parties to protect trade secrets and proprietary know-how, but these agreements may be breached or difficult to enforce, and trade secret laws do not prevent independent development by third parties. In addition, we may not have sufficient remedies in the event that any such agreements are breached.

Because our strategy includes acquiring businesses and assets, we face additional intellectual property risks in connection with acquisitions and integrations. Acquired businesses or assets may include legacy code or hardware, third-party dependencies, open-source components, content libraries, trademarks, or other intellectual property rights that are subject to unclear ownership, incomplete documentation, restrictions on use, or infringement claims, including due to historical development practices or missing assignments. These issues may impair our ability to operate, improve, monetize, or integrate acquired businesses or assets, or may require us to rebrand or redesign products or technologies and incur significant costs.

Moreover, the legal framework governing intellectual property rights in AI technologies is evolving and uncertain, including with respect to the use of protected materials to train AI models, ownership and protectability of AI-generated outputs, and the scope and enforceability of AI-related patents. These uncertainties may limit our ability to protect certain AI-enabled features or products, increase the risk of disputes, or require us to change our development practices. In addition, our use of AI tools in our product development and engineering processes may make it more difficult to assert ownership rights over certain aspects of our technology or outputs. Further, given the long history of development of AI technologies, other parties may

 

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have, or in the future may obtain, patents or other proprietary rights that could prevent, limit, or interfere with our ability to develop, use, or commercialize certain AI technologies or features.

Policing unauthorized use of our intellectual property rights can be difficult, costly, and time-consuming, and may not always be effective. We may be required to spend significant resources to monitor and enforce our intellectual property rights, and we may not have sufficient resources to effectively do so. While we may pursue enforcement actions, such as takedown requests or litigation, these efforts may not succeed and may divert leadership attention and resources. In addition, alleged infringers may bring counterclaims challenging the validity, enforceability, or scope of our intellectual property rights. If any such counterclaims are successful, we could lose valuable intellectual property rights. Moreover, intellectual property protection may be unavailable, limited, or difficult to enforce in certain jurisdictions, and we may be unable to effectively enforce our intellectual property and contractual rights in key jurisdictions. Further, from time to time, we may consider the sale or licensing of portions of our intellectual property portfolio, and any such efforts could be complex, may not be successful, and could increase the risk of disputes or claims.

If we are unable to maintain, protect, and enforce our intellectual property rights, our business, results of operations, financial condition, and prospects could be materially and adversely affected.

We are, and may in the future become, party to intellectual property-related disputes

Companies in the technology industry are subject to frequent litigation based on allegations of infringement, misappropriation, or other violations of intellectual property rights. We are, and may in the future become, subject to claims that we infringe, misappropriate, or otherwise violate the intellectual property or proprietary rights of third parties, including with respect to patents, trademarks, copyrights, trade secrets, and other rights. Such claims may arise in connection with the development, operation, marketing, or distribution of our products and technologies, including in connection with acquisitions, integrations, and our use of third-party software, content, and services. Moreover, they may involve claims from “non-practicing entities” that own patents and other intellectual property rights that often attempt to assert claims in order to extract value from technology companies, and given that these patent holding companies or other adverse intellectual property rights holders typically have no relevant product revenue, any issued or pending patents and other intellectual property rights of our own may provide little or no deterrence to these rights holders in bringing intellectual property rights claims against us. Even if we believe such claims are without merit, they may be time-consuming and costly to defend, divert leadership attention, and harm our reputation.

If any such claim is successful, we could be required to pay substantial damages or settlements, enter into royalty or licensing arrangements, or cease using certain technologies, content, or branding. We may be required to redesign products or features, remove or modify functionality, discontinue certain offerings, or rebrand one or more products. Any required licenses may not be available on commercially reasonable terms, or at all, and we may be unable to develop or obtain alternatives in a timely manner. In addition, intellectual property disputes may result in injunctions or other restrictions that limit our ability to operate, commercialize, or expand our products and technologies.

Some agreements with customers may include contractual obligations to indemnify them against claims that our products infringe the intellectual property rights of third parties. The results of any intellectual property litigation to which we might become a party, or for which we are required to provide indemnification, may force us to cease the offering or use of products or technologies, make substantial payments for costs or damages, obtain a license to sell or use the relevant technology (which may not be available on reasonable terms), or redesign those products or technologies to avoid infringement. We may be required to make substantial payments or undertake any of the foregoing actions as a result of any obligation to indemnify our customers for such claims.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are, and may in the future become, subject to litigation, regulatory inquiries, and other claims

We are, and may in the future become, subject to claims, lawsuits, investigations, subpoenas, regulatory inquiries, enforcement actions, arbitration proceedings, and other disputes arising in or outside the ordinary course of our business, including in

 

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connection with our products, acquisitions, commercial relationships, labor matters, intellectual property, privacy and data protection, consumer protection, advertising, monetization strategies, cybersecurity incidents, and other regulatory compliance obligations.

Acquisitions of publicly traded companies may expose us and acquisition targets to shareholder litigation, appraisal demands, regulatory scrutiny, and other claims challenging the transactions, the adequacy of disclosures, the process followed by the targets’ board of directors, or the consideration paid, which could delay or prevent completion of a transaction, increase costs, or result in other adverse outcomes. Even after an acquisition is announced or completed, third parties may challenge the transaction or bring through litigation or regulatory proceedings. As a public company, we may also be subject to shareholder derivative lawsuits, securities class actions, and other claims related to our disclosures, governance, or securities offerings.

Regardless of the merits or ultimate outcome, such matters can be costly, time consuming, and disruptive, could divert leadership attention and resources from our business, and lead to attempts by others to pursue similar claims. The costs of litigation and related proceedings are difficult to predict and may vary significantly from period to period. An adverse outcome could result in substantial damages, settlement payments, fines, penalties, sanctions, or other remedies. These matters could also result in reputational harm, consent decrees, or orders requiring us to change our business practices, limit certain products, or modify our operations. In addition, because litigation and regulatory proceedings are inherently uncertain, we may from time to time decide to settle disputes, even where we believe we have meritorious defenses, which could involve significant costs or other obligations.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

We are subject to evolving trends relating to sustainability and corporate responsibility

The focus from lawmakers, regulators, investors, team members, customers, users, and other stakeholders concerning sustainability and corporate responsibility, specifically related to environmental, social, and governance matters is evolving in the E.U., the U.K., the U.S., and the rest of the world. Investors may use these non-financial performance factors to guide their investment strategies and, in some cases, may choose not to invest in us if they believe our policies and actions relating to corporate responsibility are inadequate. Further, there is particular focus on concerns relating to AI and its impact on the environment, including the power-intensive nature of the industry, potential impacts to the climate, high consumption of water, and reliance on critical minerals and rare elements. We may experience heightened scrutiny from our stakeholders and potential investors around these issues.

We expect to be subject to various laws, regulations, and other requirements with respect to environmental, social, and governance topics in the future, such as the E.U.’s Corporate Sustainability Reporting Directive. Compliance with such requirements may require us to implement or change policies, provide additional disclosures, or dedicate significant time and resources. Failure to comply with such requirements could subject us to significant liability, including fines and penalties, or result in negative perception of our business.

Additionally, we may choose to change our approach regarding sustainability and corporate responsibility, which may be difficult or costly to implement, and may not have the desired effect. If our competitors’ sustainability or corporate responsibility performance is perceived to be better than ours, potential or current investors may elect to invest with our competitors instead. Our business may face increased scrutiny related to these activities and our related disclosures, including from the investment community. A failure to achieve progress or manage the dynamic public sentiment and legal and policy landscape in these areas on a timely basis or at all, could materially and adversely affect our business, results of operations, financial condition, prospects, and reputation.

Risks relating to financial, accounting, and tax matters

Our existing and any future indebtedness may affect our business and may restrict our operating flexibility

We have incurred indebtedness and expect to incur additional indebtedness in the future, which may increase our vulnerability to adverse economic, financial, and industry conditions and limit our ability to plan for or react to changes in our business or the markets in which we operate.

 

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Servicing our indebtedness requires significant cash, and our ability to make scheduled and other mandatory payments of principal and interest, fund capital expenditures, and pursue acquisitions or other strategic initiatives depends on our ability to generate sufficient cash from operations and, when necessary, access additional sources of liquidity. Our ability to generate cash depends on many factors, including our ability to develop and improve our products, successfully integrate and operate acquired businesses, maintain and grow our customer and user base, and manage operating costs. It is also subject to global and local economic conditions, competitive dynamics, regulatory developments, and other factors beyond our control. As a result, we may not generate sufficient cash flow from operations to meet our debt service obligations or other liquidity needs.

In addition, our debt instruments contain covenants, including covenants related to maintaining certain financial ratios, and other restrictions that may limit our ability to, among other things, incur additional debt, pay dividends, make other distributions, or repurchase or redeem our ordinary shares, make investments, sell assets (including equity interests in certain subsidiaries), incur liens, enter into sale and leaseback transactions, engage in transactions with affiliates, enter into agreements restricting our subsidiaries’ ability to pay dividends, or consolidate, merge, or sell or otherwise dispose of all or substantially all of our assets. These restrictions could limit our operating flexibility and our ability to execute our business strategy. See Management’s discussion and analysis of financial condition and results of operations — Financial condition. For example, dividends from Bending Spoons Operations S.p.A. are permitted only if certain conditions are met, including that the aggregate amount of such distributions remains within agreed thresholds. However, our ability to comply with these covenants and restrictions may be affected by events beyond our control. If we breach any of these covenants, we could be in default under our debt instruments. In the event of a default, our lenders could take certain actions, including terminating all applicable commitments to extend further credit thereunder and accelerating the repayment of all outstanding indebtedness. If our debt were to be accelerated, we may not have sufficient cash or liquid assets to repay our debt, and we may be forced to seek additional financing, refinance our indebtedness, or take other actions that could be costly, disruptive, or not available on acceptable terms, or at all.

We may also need to refinance all or a portion of our indebtedness on or before maturity, which may require us to pay a premium. We may be unable to refinance our debt in a timely manner on commercially reasonable terms, or at all. Any inability to refinance our debt, or to do so on terms we consider acceptable, could require us to reduce expenditures, delay or forgo acquisitions or other initiatives, dispose of assets, or take other actions that could harm our business.

Our existing debt, any future indebtedness, and any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.

We are subject to interest rate risk resulting from general economic conditions and policies of government and regulatory agencies

Our interest expense is exposed to changes in benchmark interest rates, which may be highly sensitive to factors beyond our control, including general economic conditions and the monetary policies of government and regulatory agencies, including the European Central Bank and the U.S. Federal Reserve.

If interest rates increase, our debt service obligations on the unhedged portion of our floating-rate debt would increase even if the principal amount outstanding remains the same, which could reduce our net income, cash flows, and liquidity. Higher financing costs could also limit our operating flexibility, reduce the funds available to invest in our business, and increase the cost of refinancing existing debt or obtaining additional financing on acceptable terms. Because our strategy includes acquiring businesses, increased interest rates and tighter financing conditions could make acquisitions more expensive, reduce the availability of debt financing, or adversely affect the returns we expect to achieve from acquisitions and other investments.

To manage these risks, we have utilized, and may in the future utilize, financial derivatives or interest rate hedging transactions. However, such measures may not fully, if at all, mitigate the impact of interest rate fluctuations and may introduce additional costs or counterparty risks. Furthermore, market conditions or regulatory restrictions in certain jurisdictions may limit our ability to effectively hedge our interest rate exposures, thereby increasing the potential impact of interest rate volatility on our financial performance.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.

 

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Key business metrics and other estimates are subject to inherent challenges in measurement and to change as our business evolves

Our business decisions are heavily reliant on accurately tracking and, in some cases, predicting various metrics. These key metrics are calculated using internal company data and have not been validated by an independent third-party. While these numbers are based on what we currently believe to be reasonable estimates for the applicable period of measurement, there are inherent challenges in such measurements. If we fail to maintain an effective analytics platform, our key metrics calculations may be inaccurate, and we may not be able to identify those inaccuracies. For example, the monitoring and forecasting of the engagement and purchasing behavior of customers or users exposed to different experiences impacts our decisions regarding customer or user acquisition, product offering, and monetization. However, bugs or other errors may affect the accuracy of such metrics, and the forecasting models are not guaranteed to provide dependable projections. Furthermore, even minor prediction errors can lead to significant differences in business outcomes. Despite our efforts, we may fail to maintain effective processes and systems, and our key metrics may be inaccurate and we may fail to identify such inaccuracies in a timely manner, or at all, which could materially and adversely affect our business, results of operations, financial condition, and prospects.

We may have exposure to greater than anticipated tax liabilities

We are subject to complex tax laws in the many jurisdictions in which we operate, which are often subject to uncertain interpretation. Our interpretation and application of these laws and regulations, as well as compliance with specific tax filing requirements, payment obligations, and transfer pricing regulations, require significant judgment and the use of assumptions and estimates. Our effective tax rate and tax filings reflect our interpretation of such tax laws. As a result, we are exposed to the risk that tax authorities in any of these jurisdictions could disagree with our interpretations of the applicable tax laws or our tax calculation methodologies, including the classification of our revenues, the pricing of our intercompany transactions, or the determinations of the jurisdictions to which profits are attributed. In the event of such challenges, we could face prolonged tax proceedings, which may result in additional taxes, interest, and penalties.

Furthermore, our effective tax rate (which depends on the location of earnings among the different jurisdictions in which we operate) could materially increase as a result of changes in generally accepted accounting principles, tax law, tax treaties, or the interpretation thereof. For example, the base erosion and profit shifting (“BEPS”) initiative undertaken by the Organization for Economic Co-operation and Development (“OECD”), which contemplates changes to numerous international tax principles, as well as national tax incentives, may have adverse consequences on our tax liabilities, including with respect to country-by-country reporting, permanent establishment rules, transfer pricing rules, tax treaties, and taxation of the digital economy. The OECD BEPS initiative, which continues to evolve, focuses on two pillars. Pillar One is focused on the profit allocation of large multinational enterprises (with revenue in excess of €20 billion and profitability of at least 10%) among taxing jurisdictions based on a market-based concept rather than the historical “permanent establishment” concept. Pillar Two Global Anti-Base Erosion (“GloBE”) is focused on developing a global minimum tax rate of at least 15% applicable to in-scope multinational enterprises (with revenue in excess of €750 million). As of 2026, GloBE rules have been enacted in certain jurisdictions in which we operate, including the E.U. pursuant to the Council Directive (EU) 2022/2523, as implemented in Italy by the Legislative Decree No. 209/2023, effective from fiscal years beginning from December 31, 2023. However, Pillar Two remains subject to ongoing international political discussions and amendments. The OECD recently finalized a “side-by-side” approach, under which certain multinational enterprises may be exempt from certain Pillar Two rules.

Additionally, we have substantial operations in the U.S. subject to U.S. income tax, and U.S. tax laws have changed significantly in recent years, including as a result of the enactment of the Tax Cuts and Jobs Act, the Coronavirus Aid, Relief and Economic Security Act, the Inflation Reduction Act, and most recently, the One Big Beautiful Bill Act. Moreover, changes to withholding tax rules, or how they apply to us, may impact our ability to repatriate profits from our operating subsidiaries in various jurisdictions. Our tax liability may also increase significantly if we are required to pay additional taxes (including “minimum” taxes, value added tax (“VAT”), other indirect taxes, and employment taxes) in any jurisdiction as a result of our growth.

Italy has historically implemented a number of domestic provisions, including those implementing E.U. anti-abuse directives and the OECD BEPS initiative. Italian tax authorities are increasingly scrutinizing multinational groups based on these provisions, including by utilizing exchange of information instruments in force with foreign tax authorities. The combination of the above factors may lead to an increased likelihood of tax audits with respect to, among other things, tax residence, permanent

 

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establishment, transfer pricing, controlled foreign company legislation, taxation of dividends and capital gains derived from interests held in companies located in low-tax jurisdictions, withholding tax application on cross-border payments, and anti-hybrid mismatches. In any such case, depending on the specific circumstances, tax audits or litigation with the Italian tax authorities could result in prolonged tax proceedings and potentially in significant tax liabilities, fines, or penalties.

In addition, we may be exposed to tax risks in connection with our acquisitions, including risks relating to any restructuring measures that we may implement. We may also inherit tax liabilities in connection with an acquisition, either because we consider such tax liabilities to be commercially acceptable relative to the acquisition opportunity or because such tax liabilities were not identified during the due diligence process. Although we may seek to mitigate acquisition-related tax risks through contractual protections, including indemnity provisions, such protections may be inadequate or insufficient, and we may not be able to recover our losses from a selling party.

We have assigned stock options and other equity-based grants to eligible team members under our equity compensation plans. The tax treatment of these arrangements is complex and subject to differing interpretations by tax authorities across jurisdictions. The characterization of equity compensation for income tax and social security purposes — including the timing and amount of any taxable event, the classification of income, and applicable withholding and reporting obligations —  depends on numerous factors, such as plan terms, the nature of the grants, the relationship between exercise price and fair value of the underlying shares at the relevant dates, and applicable law. Tax authorities may determine that our equity compensation arrangements give rise to taxable income or social security obligations at a time or in an amount different from our determinations. If any such challenge were successful, we could be required to pay additional taxes, social security contributions, interest, and penalties. Such liabilities could be substantial and require adjustments to our withholding, reporting, or compliance practices, which could increase administrative costs and affect the attractiveness of our equity compensation arrangements.

Any changes in tax laws or regulations, or in their interpretation by the relevant authorities, the outcome of any tax audits, or changes to our taxation as a result of any expansion or modification of our network, operations, or corporate structure, could materially and adversely affect our business, results of operations, financial condition, and prospects.

Currency exchange rate fluctuations may materially and adversely affect our results of operations and profitability

We report our consolidated financial results in both euros and U.S. dollars. As our revenues are in many cases collected in the currency of the country of the customer or user, significant fluctuations in exchange rates can result in substantial variations in the euro or U.S. dollar value of these revenues. This introduces volatility into our financial results and may lead to increased fluctuations in our reported financial performance. Furthermore, our operating expenses, which are incurred in various currencies, will never be perfectly matched with our revenues in those currencies. This misalignment leads to exchange rate risk, where a depreciation of the revenue currency relative to the expense currency could negatively impact our profitability. We also have outstanding debt obligations denominated in euros and U.S. dollars.

To manage these risks, we have in the past utilized, and may in the future utilize, financial derivatives or currency hedging transactions. However, such measures may not fully, if at all, mitigate the impact of exchange rate fluctuations and may introduce additional costs or counterparty risks. Furthermore, market conditions or regulatory restrictions in certain jurisdictions may limit our ability to effectively hedge our currency exposures, thereby increasing the potential impact of exchange rate volatility on our financial performance.

As we continue to expand our operations, our exposure to the effects of fluctuations in currency exchange rates may increase, and our business, results of operations, financial condition, and prospects could be materially and adversely affected.

Our historical financial information may not be comparable across periods

Our scope of consolidation has changed significantly over the periods presented, including as a result of acquisitions. Therefore, our historical financial information is not directly comparable across the three financial years and the three months ended March 31, 2025 and 2026. The results of acquired businesses are included in our financial statements only from their

 

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respective acquisition dates, and the effects of subsequent transformation and optimization initiatives are reflected in periods following the acquisitions. These effects may vary significantly depending on the size, timing, and nature of each acquisition.

Our unaudited pro forma condensed combined financial information does not reflect our actual results of operations or financial condition and is not representative of our future results

The unaudited pro forma condensed combined financial information included in this prospectus was prepared to comply with Article 11 of Regulation S-X. The unaudited pro forma condensed combined financial information is derived from our consolidated financial statements and the historical financial statements of AOL Holdco II LLC, Eventbrite, Inc., and Vimeo, Inc., as well as assumptions that require significant judgment. The unaudited pro forma condensed combined financial information has significant limitations. For example, not all acquired businesses are included in a pro-forma manner. The unaudited pro forma condensed combined financial information is presented solely for compliance purposes, is not intended to provide a simulation of our results, differs materially from our actual results, and should not be relied upon as indicative of our future results of operations or financial condition.

We have incurred in the past, and may in the future incur, impairment charges related to our intangible assets

We acquire other companies and intangible assets, which results in recording goodwill and other intangible assets in our consolidated financial statements. We assess goodwill and other intangible assets for impairment at least once a year. In the past, we have recorded, and may again in the future be required to record, significant impairment charges in our consolidated financial statements during the period in which any impairment of our goodwill or other intangible assets is determined, which would materially and adversely affect our results of operations.

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

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal control over financial reporting is necessary to provide reliable financial reporting in a timely manner and in compliance with the financial reporting requirements applicable to an SEC registrant. Prior to this offering, we operated as a private company and, accordingly, were not required to design or maintain internal control over financial reporting commensurate with the requirements applicable to public companies.

We have identified material weaknesses in our internal control over financial reporting in accordance with the requirements of Internal Control — Integrated Framework (2013 Framework) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). These material weaknesses primarily arise due to an absence of clearly defined structures, authorities, and accountability, as well as limited experience with SEC reporting and a lack of sufficient SOX and GAAP expertise. In addition, as a private company, we had not formally designed and implemented a comprehensive set of control activities, including appropriate segregation of duties and information technology general controls. Our acquisition-driven strategy and the ongoing integration of newly acquired businesses increases the complexity of our accounting and reporting processes and has required prompt alignment of accounting, reporting, and information technology practices, which has contributed to these material weaknesses. As a result, we have not yet fully implemented components of the COSO framework, resulting in material weaknesses either individually or in the aggregate, in the control environment, risk assessment, control activities, information and communication, and monitoring. For example, with respect to control activities, in addition to lack of segregation of duties and ineffective information technology general controls, we have material weaknesses relating to inadequate design and implementation and ultimate operating effectiveness of our manual and automated control activities, including management review controls and controls over journal entries across all financial statements and disclosures, as well as lack of controls on business integration of acquired businesses. These material weaknesses could result in a misstatement of one or more account balances or disclosures and could lead to a material misstatement in our annual or interim consolidated financial statements that would not be prevented or detected on a timely basis. If we are unable to maintain effective internal

 

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control over financial reporting, we may be unable to accurately report our financial results, meet our reporting obligations in a timely manner, or prevent fraud, and we could be subject to regulatory scrutiny, investigations, enforcement actions, restatements, reputational harm, litigation, and a loss of investor confidence, any of which could materially and adversely affect our business, results of operations, financial condition, and prospects.

We have begun implementing measures designed to improve our internal control over financial reporting and remediate these material weaknesses. Our remediation efforts include, among other things, enhancing our governance structure, strengthening our accounting and finance organization to support appropriate segregation of duties and increased public-company reporting requirements, implementing information technology general controls, establishing controls to identify, assess, and respond to risks of material misstatement, enhancing controls over non-routine, unusual, or complex transactions, and designing and implementing controls and procedures to support the timely and effective integration of newly acquired or newly consolidated businesses.

While we are in the process of implementing these remediation measures, our efforts may not be sufficient to remediate these material weaknesses in a timely manner, or at all, and may not help to avoid potential future material weaknesses. In particular, our growth strategy and anticipated future acquisitions pose additional challenges and complexities on how we design and operate internal control over financial reporting as we integrate newly acquired businesses. Therefore, the existing material weaknesses identified may remain unremediated in the future while additional and future material weaknesses may arise.

In addition, neither we nor an independent registered public accounting firm have performed an evaluation of our internal control over financial reporting in accordance with SOX. Had we or our independent registered public accounting firm performed an evaluation of our internal control over financial reporting in accordance with SOX, additional material weaknesses may have been identified.

If we are not able to remediate these material weaknesses, or if we identify additional material weaknesses in the future or otherwise fail to develop and maintain an effective system of internal control over financial reporting, we may not be able to produce timely and accurate financial statements, which may subject us to material and adverse regulatory consequences, as well as negatively affect investor confidence in us and, as a result, materially and adversely affect the price of our securities and our ability to access capital markets.

Our customers may fail to pay the amounts owed to us, or to pay such amounts in a timely manner

We could encounter significant delays or defaults in payments owed to us by our largest customers, and we may need to extend our payment terms or restructure the receivables owed to us, which could have an adverse effect on our financial condition, including impacting the timing of revenue recognition. Any deterioration in the financial condition of our largest customers will increase the risk of uncollectible receivables.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.

Risks relating to this offering and ownership of our ordinary shares

The price of our ordinary shares may be volatile, and investors may lose all or part of their investment

The market price of our ordinary shares may be volatile and could fluctuate significantly in response to many factors, including those described elsewhere in this prospectus as well as the following:

•

Actual or anticipated fluctuations in our revenue, operating results, cash flows, and financial condition

​

•

Changes in the performance of, or customer or user engagement with, a limited number of our products

​

•

Changes in platform rules, ranking, or distribution practices of mobile application stores, search engines, AI agents, or other third-party platforms on which we rely

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•

Changes in expectations or recommendations by securities research analysts, or the absence of analyst coverage

​

•

Changes in general market, industry, or macroeconomic conditions, including interest rates, inflation, recession concerns, or volatility in the equity markets

​

•

Announcements regarding acquisitions, integrations, strategic transactions, or changes to our acquisition strategy

​

•

Announcements by us or our competitors regarding product launches, feature changes, pricing or subscription model changes, or monetization strategies

​

•

Actual or perceived changes in laws or regulations applicable to our business

​

•

Actual or threatened litigation, regulatory inquiries, or enforcement actions

​

•

The trading volume and liquidity of our ordinary shares, including as a result of a limited public float

​

•

Any adverse publicity about us, our brands, our products, or our industry

​

•

Sales of our ordinary shares by existing shareholders, or the perception that such sales may occur, including following the expiration of lock-up or other transfer restrictions

​

These and other factors could cause the market price and trading volume of our ordinary shares to change suddenly and substantially, and investors may not be able to sell their ordinary shares at or above the initial public offering price, or at all. In addition, the stock markets have from time to time experienced significant price and volume fluctuations that have affected the market prices of equity securities of many companies, including companies in the technology industry, and these fluctuations may be unrelated to the operating performance of those companies. In the past, following periods of volatility in the market price of a company’s securities, securities class action litigation has often been instituted against that company. If we become involved in such litigation, regardless of the merit or ultimate results of such litigation, it could result in substantial costs and divert leadership attention and resources.

Any of the foregoing could materially and adversely affect our business, results of operations, financial condition, and prospects.

Investors will experience immediate and substantial dilution in the net tangible book value of the ordinary shares they purchase in this offering, and any future issuances of ordinary shares or other equity-based securities may result in additional dilution

The initial public offering price of our ordinary shares is substantially higher than the net tangible book value per ordinary share immediately after this offering. Therefore, if investors purchase our ordinary shares in this offering, they will suffer immediate dilution of $      per ordinary share (or $      per ordinary share if the underwriters exercise in full their option to purchase additional ordinary shares from us and the Selling Shareholders in full) in net tangible book value after giving effect to the sale of ordinary shares in this offering at an assumed 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. If outstanding options to purchase our ordinary shares are exercised or we issue additional ordinary shares in the future, investors will experience additional dilution. See Dilution.

In addition, we have in the past issued, and may in the future issue additional ordinary shares or securities convertible into, or exercisable for, ordinary shares, including in connection with acquisitions, financings, equity compensation plans, or other strategic initiatives. To the extent we issue additional ordinary shares or equity-based securities, investors purchasing ordinary shares in this offering may experience further dilution, and the market price of our ordinary shares could decline. If we raise additional capital through debt or the issuance of equity or equity-based securities, the terms of such loans or securities may include preferences, rights, or privileges that are senior to those of holders of our ordinary shares. Any issuance of additional debt, ordinary shares, or equity-based securities, or the perception that such issuances may occur, could adversely affect the market price of our ordinary shares, and holders of our ordinary shares may not agree with our financing plans or the terms of such financings.

 

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Our dual-class share structure may adversely affect the value and trading market of our ordinary shares

Our share capital has a dual-class structure. Holders of class A shares are entitled to five votes per share, and holders of ordinary shares are entitled to one vote per share. See Description of share capital and bylaws for additional information about our dual-class share structure.

We cannot predict whether our dual-class structure will result in a lower or more volatile market price for our ordinary shares or in adverse publicity or other adverse consequences. For example, certain index providers have restricted, and may in the future restrict, the inclusion of companies with multiple-class share structures in certain indexes. As a result, our dual-class structure may make us ineligible for inclusion in some indexes, and mutual funds, exchange-traded funds, and other investment vehicles that seek to track such indexes may be unable to invest in our ordinary shares. Any exclusion from indexes, or similar investment limitations, could reduce demand for our ordinary shares. Any of the foregoing could materially and adversely affect the market price and trading market for 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

Matteo Danieli, Luca Ferrari, Francesco Patarnello, and Luca Querella collectively exercise a significant majority of the voting power with respect to our outstanding shares because of their ownership of all our class A shares. Upon completion of this offering, Matteo Danieli, Luca Ferrari, Francesco Patarnello, and Luca Querella will hold, in the aggregate, approximately    % of the total voting power (or    % if the underwriters exercise in full their option to purchase additional ordinary shares from us and the Selling Shareholders).

As a result, the holders of our class A shares will be able to control, or significantly influence, the outcome of matters submitted to our shareholders for approval, including the election and removal of directors and the approval of significant corporate transactions, including a merger, consolidation, or sale of all or substantially all of our assets. This concentrated voting control could delay, deter, or prevent a change of control transaction that other shareholders may view as beneficial, including transactions that could otherwise result in a premium to holders of our ordinary shares. Conversely, this concentrated voting control could enable the holders of our class A shares to cause us to enter into a transaction that other shareholders do not support.

The holders of our class A shares will be able to control or significantly influence our corporate governance and strategic direction. The interests of the holders of our class A shares may not always be aligned with the interests of holders of our ordinary shares, including with respect to decisions relating to our business strategy, capital allocation, or potential acquisition opportunities.

Allen & Company LLC, one of the underwriters in this offering, could be deemed to have an interest in this offering beyond customary underwriting discounts and commissions

Allen & Company LLC, one of the underwriters in this offering, and its associated persons, may be deemed to have a “conflict of interest” under Rule 5121 of FINRA. This could expose us to certain risks in connection with this offering.

Rule 5121 requires that no sale be made to discretionary accounts by underwriters having a conflict of interest without the prior written approval of the account holder, and that a “qualified independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and the prospectus for the offering and exercise the usual standard of due diligence in connection with the offering documents, in addition to pricing the offering. J.P. Morgan Securities LLC is serving as the qualified independent underwriter in this offering.

Although J.P. Morgan Securities LLC has, in its capacity as qualified independent underwriter, participated in due diligence and reviewed and participated in the preparation of the registration statement of which this prospectus forms a part, and, although Allen & Company LLC will not confirm sales of the shares to any account over which it exercises discretionary authority

 

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without the prior written approval of the account holder, we cannot assure that these measures will adequately address any potential conflicts of interest. See Underwriting (conflicts of interest).

We do not intend to pay dividends in the foreseeable future

We have not declared or paid any cash dividends on our share capital in any of the financial periods included in this prospectus. We currently intend to retain all available funds and any future earnings for use in the operation and growth of our business and do not anticipate paying any dividends in the foreseeable future.

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 results of operations, cash flow, financial condition, capital requirements, contractual restrictions (including under any current or future indebtedness), and the amount of distributions, if any, received by us from our subsidiaries. As a result, investors in our ordinary shares may not receive any return on their investment unless they sell their ordinary shares for a price greater than that which they paid.

The rights of our shareholders may differ from the rights typically offered to shareholders of U.S. companies

We are incorporated as a joint stock company (società per azioni) under Italian law. The rights of holders of our ordinary shares are governed by Italian law, including the Italian Civil Code and other applicable Italian laws and regulations, as well as our Bylaws. These rights may differ in certain respects from the rights of shareholders of companies incorporated in the U.S.

As a result, our shareholders may have different rights and protections than shareholders of U.S. companies, including with respect to matters such as shareholder actions, derivative proceedings, fiduciary duties, disclosure obligations, and other corporate governance matters.

Claims of U.S. civil liabilities may not be enforceable against us

We are incorporated under Italian law. Our executive officers and a significant portion of our board of directors reside outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon such persons or to enforce judgments obtained in courts in the U.S. against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

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

Upon the completion of this offering, we will report under the Exchange Act as a non-U.S. company with foreign private issuer status. Because we qualify as a foreign private issuer, we are 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, or 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

​

In addition, foreign private issuers are not required to file their annual report on Form 20-F until four months after the end of each fiscal year, while U.S. domestic issuers that are accelerated filers are required to file their annual report on Form 10-K within 75 days after the end of each fiscal year, and U.S. domestic issuers that are large accelerated filers are required to file their

 

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annual report on Form 10-K within 60 days after the end of each fiscal year. Foreign private issuers are also exempt from Regulation FD, which prohibits selective disclosures of material information.

As a result, investors may not have access to the same level of information as they would if we were a domestic public company, and they may not have the same protections afforded to shareholders of a company that is not a foreign private issuer.

As a foreign private issuer, we are permitted to and we intend to rely on exemptions from certain of the Nasdaq corporate governance requirements

As a foreign private issuer, we are permitted to follow home country corporate governance practices rather than certain Nasdaq corporate governance requirements, provided that we disclose the requirements we do not follow and describe the home country practices we follow instead. We intend to rely on these foreign private issuer exemptions with respect to each of the following Nasdaq rules:

•

The quorum requirements applicable to the meetings of shareholders

​

•

The requirement that independent directors regularly meet in executive sessions where only independent directors are present

​

•

The requirement that we establish a compensation committee and a nomination committee comprised solely of independent directors

​

•

The shareholder approval requirements for the issuance of securities in connection with certain events

​

We may in the future elect to rely on exemptions with respect to additional matters.

As a result, our shareholders may not have the same protections afforded to shareholders of companies that are subject to all Nasdaq corporate governance requirements.

We may lose our foreign private issuer status in the future, which could result in significant additional costs and expenses

The determination of foreign private issuer status is made annually on the last business day of an issuer’s most recently completed second fiscal quarter and, accordingly, the next determination will be made with respect to us on June 30, 2027. In the future, we would lose our foreign private issuer status if (i) more than 50% of our outstanding voting securities are owned by U.S. residents and (ii) a majority of our directors or executive officers are U.S. citizens or residents, or we fail to meet additional requirements necessary to avoid loss of foreign private issuer status.

If we lose our foreign private issuer status, we would be required to file with the SEC periodic reports and registration statements on domestic issuer forms, which are more detailed and extensive than the forms applicable to a foreign private issuer. We would also be required to comply with federal proxy requirements, and our officers, directors, and more than 10% shareholders would become subject to the short-swing profit recovery provisions of Section 16 of the Exchange Act. In addition, we would no longer be eligible to rely on certain exemptions from Nasdaq corporate governance requirements.

As a listed public company in the U.S. that is not a foreign private issuer, we would incur significant additional legal, accounting, and other expenses.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively

Our leadership will have broad discretion in the application of the net proceeds from this offering and may use the proceeds in ways that do not improve our results of operations or enhance the value of our ordinary shares. We intend to use the net proceeds from 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. Our use of these proceeds may differ substantially from our current plans. We may not be able to apply these funds effectively, which could result in financial losses that could adversely

 

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affect our business and cause the price of our ordinary shares to decline. Pending their use, we may invest the net proceeds from this offering in a manner that does not produce income or that loses value.

If we do not apply the net proceeds effectively, our business, results of operations, financial condition, prospects, and the market price of our ordinary shares could be materially and adversely affected.

U.S. Holders of our ordinary shares may suffer adverse U.S. tax consequences if we are treated as a passive foreign investment company

We would be a passive foreign investment company (“PFIC”), for any taxable year if, after the application of certain look-through rules, either: (i) 75% or more of our gross income for such year is “passive income” as defined in the relevant provisions of the Internal Revenue Code of 1986, as amended (“Code”), or (ii) 50% or more of the value of our assets (generally determined on the basis of a quarterly average) during such year is attributable to assets that produce or are held for the production of passive income. For these purposes, cash and other assets readily convertible into cash or that do or could generate passive income generally are categorized as passive assets, and the value of goodwill is an active asset under the PFIC rules to the extent attributable to activities that produce active income. Passive income generally includes, among other things, rents, dividends, interest, royalties, and other investment income and gains, with exceptions. In addition, for purposes of these tests, we will be treated as owning a proportionate share of the assets and earning a proportionate share of the income of any other corporation of which we own, directly or indirectly, at least 25% (by value) of the stock.

Based on the current and anticipated composition of our income, assets (including their expected value), and operations, we do not expect to be treated as a PFIC for the current taxable year. However, whether we are treated as a PFIC is a factual determination that is made on an annual basis after the close of each taxable year. This determination will depend on, among other things, the ownership and the composition of our income and assets, as well as the value of our assets from time to time. The value of our assets for purposes of the PFIC determination will generally be determined by reference to the market price of our ordinary shares, which could fluctuate significantly. Moreover, the application of the PFIC rules is unclear in certain respects. In addition, the U.S. Internal Revenue Service or a court may disagree with our determinations, including the manner in which we determine the value of our assets and the percentage of our assets that are passive assets under the PFIC rules. Therefore, there can be no assurance that we will not be classified as a PFIC for the current taxable year or for any future taxable year.

Adverse U.S. federal income tax consequences could apply to a U.S. Holder if we are treated as a PFIC for any taxable year during which such U.S. Holder holds our ordinary shares. U.S. Holders should consult their tax advisors about the potential application of the PFIC rules to their investment in our ordinary shares. “U.S. Holder” means a beneficial owner of our ordinary shares that, for U.S. federal income tax purposes, is or is treated as any of the following: (i) an individual who is a citizen or resident of the U.S., (ii) a corporation created or organized in or under the laws of the U.S., any state, or the District of Columbia, (iii) an estate whose income is subject to U.S. federal income taxation regardless of its source, or (iv) a trust that (a) is subject to the primary supervision of a court within the U.S. and the control of one or more U.S. persons, or (b) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. For additional information, see Taxation — Material U.S. federal income tax considerations — PFIC considerations.

Bending Spoons S.p.A. is primarily a holding company and may depend on its subsidiaries for cash to fund its operations

Bending Spoons S.p.A. is primarily a holding company that also provides services to its subsidiaries, for which it is remunerated, and has no material operations of its own. In addition, it has historically benefited from equity injections that have further strengthened its balance sheet. Accordingly, dividend distributions from its subsidiaries have not been necessary to fund its operations to date. However, going forward, its principal source of cash flow may be distributions and other payments from its subsidiaries. As a result, our ability to fund and conduct the operations of Bending Spoons S.p.A., service its debt, and make distributions to its shareholders, if any, may depend on the ability of each of its subsidiaries to generate cash and make upstream distributions to other subsidiaries or Bending Spoons S.p.A.

The ability of each of our subsidiaries to make distributions or other payments to other subsidiaries or Bending Spoons S.p.A. may be restricted or limited by a variety of factors, including applicable corporate and other laws and regulations, contractual

 

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restrictions (including restrictions in any existing or future debt instruments), tax considerations, and other limitations, as well as their results of operations, cash flows, working capital needs, and capital expenditure requirements. For example, see Our existing and any future indebtedness may affect our business and may restrict our operating flexibility. In addition, our ability to repatriate funds may be affected by currency liquidity restrictions, monetary or exchange controls, or other legal or regulatory constraints.

Each of our subsidiaries is a separate legal entity and, although it is directly or indirectly wholly owned and controlled by Bending Spoons S.p.A., it has no obligation to make funds available to other subsidiaries or Bending Spoons S.p.A., whether in the form of loans, dividends, or otherwise. To the extent the ability of any of our subsidiaries to distribute dividends or other payments to other subsidiaries or Bending Spoons S.p.A. is limited in any way, our ability to fund and conduct our business, service our debt, and pay any dividends could be materially and adversely affected.

Financial analysts may not publish research or reports about our business, or may issue unfavorable commentary or downgrade our ordinary shares

The trading market for our ordinary shares will be influenced by the research, reports, and commentary that financial analysts publish about us and our business. Analysts’ estimates and recommendations are based on their own assumptions and methodologies, which may differ from our expectations, and we do not have control over the content or timing of their publications.

Given our business model, including our acquisition strategy and the fact that our results may be affected by factors that are difficult to forecast or compare across periods or companies, analysts may have difficulty evaluating our business, which could contribute to differences in expectations, increased volatility, or a lack of consistent coverage. If our financial results or other operating metrics fall short of analysts’ estimates or investor expectations, or if one or more analysts downgrade our ordinary shares, issue unfavorable commentary, reduce or withdraw coverage, or fail to initiate coverage, we could lose visibility in the financial markets, and the market price and trading volume of our ordinary shares could decline.

There has been no prior public market for our ordinary shares, and an active trading market may not develop or be sustained

Prior to this offering, there has been no public trading market for our ordinary shares. An active trading market may not develop following the completion of this offering and the listing of the shares or, if developed, may not be sustained. If an active trading market does not develop or is not sustained, holders of our ordinary shares may have difficulty selling their shares at a time or price that they deem appropriate, or at all. An inactive market may also impair the value of our ordinary shares, our ability to raise capital, and our ability to pursue additional acquisitions by using our shares as consideration.

The initial public offering price will be determined through negotiations between us and the underwriters and may not be indicative of the market price of our ordinary shares after this offering. The market price of our ordinary shares may decline below the initial public offering price.

As a result of being a public company, we are obligated to develop and maintain proper and effective internal controls over financial reporting

Upon becoming a publicly traded company, we will be required to comply with the SEC’s rules implementing Sections 302 and 404 of SOX, which will require leadership to certify financial and other information in our annual reports and provide an annual management report on the effectiveness of control over financial reporting as of the end of the fiscal year that coincides with the filing of our second annual report with the SEC. This assessment will need to include disclosure of any material weaknesses identified by our leadership in our internal control over financial reporting. In addition, our independent registered public accounting firm will be required to attest to the effectiveness of our internal control over financial reporting in our first annual report required to be filed with the SEC.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. In addition, changes in accounting principles or interpretations could also challenge our internal controls and require that we establish new business processes, systems, and controls to accommodate such changes. Additionally, if

 

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these new systems, controls or standards and the associated process changes do not give rise to the benefits that we expect or do not operate as intended, it could materially and adversely affect our financial reporting systems and processes, our ability to produce timely and accurate financial reports, or the effectiveness of internal control over financial reporting. Moreover, our business may be harmed if we experience problems with any new systems and controls that result in delays in their implementation or increased costs to correct any post-implementation issues that may arise.

There may be material weaknesses or significant deficiencies in our internal control over financial reporting in the future. Any failure to maintain internal control over financial reporting could severely inhibit our ability to accurately report our financial condition or results of operations. If we are unable to conclude that our internal control over financial reporting is effective and identify material weaknesses, or if our independent registered public accounting firm determines we have a material weakness or significant deficiency in our internal control over financial reporting, we could lose investor confidence in the accuracy and completeness of our financial reports, the market price of our ordinary shares could decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities. Failure to remedy any material weakness in our internal control over financial reporting, or to implement or maintain other effective control systems required of public companies, could also restrict our future access to the capital markets.

The growth and expansion of our business places a continuous, significant strain on our operational and financial resources. Our internal controls and procedures may not be adequate to support the further growth of our operations. As we continue to grow, we may not be able to successfully implement requisite improvements to these systems, controls, and processes in a timely or efficient manner, whether as a result of the growth of our business or otherwise, and may result in our inability to accurately forecast our revenue and expenses, or to prevent certain losses. In addition, our systems and processes may not prevent or detect all errors, omissions, or fraud. Moreover, the failure of our systems and processes could undermine our ability to provide accurate, timely, and reliable reports on our financial condition and results of operations and could impact the effectiveness of our internal control over financial reporting.

 

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Market and industry data

Within this prospectus, we reference estimates regarding our industry, which we believe to be reasonable. We have obtained these estimates through internal analysis and based on data from third-party sources, including PitchBook Data, Inc. (“PitchBook”), a Morningstar company, which is a third-party provider of private and public capital market data as well as other publicly available data.

We have not commissioned any of the third-party data. Our estimates have not been reviewed by PitchBook analysts and may be inconsistent with PitchBook’s methodology. Additionally, such estimates are subject to uncertainty and risks due to a variety of factors, including those described in Note regarding forward-looking statements, Risk factors, and elsewhere in this prospectus.

 

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Use of proceeds

We estimate that the net proceeds to us from this offering will be approximately $          million, assuming an initial public offering price per ordinary share of $          , 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 expenses of the offering that are payable by us (or approximately $          million if the underwriters exercise their option to purchase additional ordinary shares from us in full).

We will not receive any proceeds from the sale of ordinary shares by the Selling Shareholders.

Each $1.00 increase or decrease in the assumed initial public offering price per ordinary share would increase or decrease our net proceeds, after deducting the estimated underwriting discounts and commissions and expenses, by $          , assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same. Each 1,000,000 increase or decrease in the number of ordinary shares offered by us would increase or decrease our net proceeds, after deducting the estimated underwriting discounts and commissions and expenses, by approximately $         million, assuming no change in the assumed initial public offering price per ordinary share. Expenses of this offering will be paid by us.

The principal purposes of this offering are to create a public market for our ordinary shares, facilitate access to the public equity markets, increase our visibility in the marketplace, and to obtain additional capital. 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.

The expected use of the net proceeds from this offering reflects our current intentions based on our present plans and business conditions, which may change as those plans and conditions evolve. We cannot predict with certainty all of the specific uses for the net proceeds of this offering or the amounts that we will ultimately allocate to each use described above. As a result, we will have broad discretion in how the net proceeds are applied, and investors will be relying on our judgment in determining the use of those proceeds.

 

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Dividend policy

We have not declared or paid any cash dividends on our share capital in any of the financial periods included in this prospectus. 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. We will reevaluate our dividend policy on a regular basis following the offering and may determine to pay dividends in the future.

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. Any profits or share premium we declare as dividends will not be available to be reinvested in our operations. See Description of share capital and bylaws — Bylaws — Dividends.

Moreover, Bending Spoons S.p.A. is primarily a holding company that also provides services to its subsidiaries, for which it is remunerated, and has no material operations of its own. In addition, it has historically benefited from equity injections that have further strengthened its balance sheet. Accordingly, dividend distributions from its subsidiaries have not been necessary to fund its operations to date. However, going forward, its principal source of cash flow may be distributions and other payments from its subsidiaries. As a result, our ability to make dividend payments, if any, may depend on the ability of each of our subsidiaries to generate cash and make upstream distributions to other subsidiaries or Bending Spoons S.p.A. The ability of certain of our subsidiaries to pay dividends is currently restricted by the terms of our debt agreements and other instruments and may be further restricted by any future indebtedness we incur. See Management’s discussion and analysis of financial condition and results of operations — Financial condition, Risk factors — Bending Spoons S.p.A. is primarily a holding company and may depend on its subsidiaries for cash to fund its operations and Risk factors — Our existing and any future indebtedness may affect our business and may restrict our operating flexibility.

 

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Capitalization

The table below sets forth our cash and cash equivalents and capitalization as of March 31, 2026:

•

On an actual basis

​

•

On an as-adjusted basis to reflect the issuance and sale of          ordinary shares by us in this offering at the assumed 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 underwriting discounts and commissions, as well as estimated offering expenses payable by us

​

Investors should read this table in conjunction with our audited financial statements included in this prospectus as well as Use of proceeds and Management’s discussion and analysis of financial condition and results of operations. There have been no significant adjustments to our capitalization since March 31, 2026.

1

A $1.00 increase or decrease in the assumed 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, would increase or decrease the as-adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity, and total capitalization by approximately $      million, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions. An increase or decrease of 1,000,000 in the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, would increase or decrease the as adjusted amount of each of cash and cash equivalents, share premium, total shareholders’ equity, and total capitalization by approximately $      million, assuming no change in the assumed 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, and after deducting the estimated underwriting discounts and commissions.

​

The number of our ordinary shares and class A shares to be 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.

​

 

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Dilution

The interests of investors who purchase our ordinary shares will be diluted to the extent of the difference between the initial public offering price per ordinary share and the as-adjusted net tangible book value per ordinary share immediately following the completion of this offering.

At March 31, 2026, we had a net tangible book value of $         million, corresponding to a net tangible book value of $         per ordinary share. Net tangible book value per ordinary share represents the amount of total assets less total liabilities, excluding goodwill and intangible assets, net, divided by the total number of ordinary shares outstanding.

After giving effect to the sale by us of          ordinary shares in this offering at the assumed 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, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us, our as-adjusted net tangible book value at March 31, 2026, would have been approximately $         million, representing $         per ordinary share. This represents an immediate increase in net tangible book value of $         per ordinary share to existing shareholders and an immediate dilution in net tangible book value of $         per ordinary share to new investors purchasing ordinary shares in this offering at the assumed initial public offering price. Dilution in net tangible book value per ordinary share to new investors is determined by subtracting as-adjusted net tangible book value per ordinary share after this offering from the assumed initial public offering price per ordinary share paid by new investors.

The following table illustrates this dilution to new investors purchasing ordinary shares in the offering.

If the underwriters exercise their option to purchase additional ordinary shares from us in full, our as‑adjusted net tangible book value after this offering would be $       per ordinary share, representing an immediate increase in as-adjusted net tangible book value of $       per ordinary share to existing shareholders and immediate dilution of $       per ordinary share in as-adjusted net tangible book value per ordinary share to new investors purchasing ordinary shares in this offering, based on an assumed 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.

Each $1.00 increase or decrease in the assumed 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, would increase or decrease the as-adjusted net tangible book value after this offering by $       per ordinary share and the dilution to new investors in the offering by $       per ordinary share, assuming that the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same.

The following table summarizes, on an as-adjusted basis, as of March 31, 2026, the total number of ordinary shares purchased from us, the total consideration paid to us, and the average price per ordinary share paid by the existing shareholders and by new investors purchasing ordinary shares in this offering.