0002004711 2026-07-27 2026-07-27 0002004711 1 2026-07-27 2026-07-27 0002004711 2 2026-07-27 2026-07-27 0002004711 3 2026-07-27 2026-07-27 0002004711 4 2026-07-27 2026-07-27 0002004711 5 2026-07-27 2026-07-27 0002004711 6 2026-07-27 2026-07-27 0002004711 7 2026-07-27 2026-07-27 0002004711 8 2026-07-27 2026-07-27 0002004711 9 2026-07-27 2026-07-27 0002004711 10 2026-07-27 2026-07-27 0002004711 11 2026-07-27 2026-07-27 0002004711 12 2026-07-27 2026-07-27 0002004711 13 2026-07-27 2026-07-27 0002004711 14 2026-07-27 2026-07-27 iso4217:USD pure shares S-8 S-8 EX-FILING FEES 0002004711 Bending Spoons S.p.A. N/A false false false false false false false false false false false false false false S-8 Bending Spoons S.p.A. Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2022 Share Option Regulations for the Employees of Bending Spoons S.p.A. true 1782380 0.32 570361.60 0.0001381 78.77 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2024 Share Option Regulations for the Employees of Bending Spoons Holdings S.p.A. true 1525195 0.26 396550.70 0.0001381 54.76 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2024 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Bending Spoons Holdings S.p.A. true 26060 0.35 9121.00 0.0001381 1.26 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2024 Share Option Regulations for the Employees of Bending Spoons Operations S.p.A. with U.K. Sub-Plan true 13053650 0.28 3655022.00 0.0001381 504.76 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2024 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Bending Spoons Operations S.p.A. true 369990 0.59 218294.10 0.0001381 30.15 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2024 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Bending Spoons Operations S.p.A. with Addendum for U.S. Beneficiaries true 1174155 0.69 810166.95 0.0001381 111.88 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A 2022 Share Option Regulations for the Employees of Splice Video Editor S.r.l. true 14528412 0.24 3486818.88 0.0001381 481.53 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2022 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Splice Video Editor S.r.l. true 34470 0.18 6204.60 0.0001381 0.86 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2023 Share Option Regulations for the Employees of AI Creativity S.r.l. true 2618915 0.22 576161.30 0.0001381 79.57 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2023 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of AI Creativity S.r.l. true 256045 0.33 84494.85 0.0001381 11.67 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2025 Share Option Regulations for the Employees of Wetransfer B.V. (Italian Branch) true 941805 0.19 178942.95 0.0001381 24.71 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2023 Stock Option Plan for the Employees, Contractors, and Directors of Alight Creative Inc. true 22700 0.10 2270.00 0.0001381 0.31 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. Warrants November 2024 Terms and Conditions with Addendum for U.S. Beneficiaries true 91730 1.22 111910.60 0.0001381 15.45 Equity Ordinary shares, with no par value, issuable under the Bending Spoons S.p.A. 2026 Equity Compensation Plan true 51000000 33.92 1729920000.00 0.0001381 238901.95 1740026319.53 240297.63 0.00 240297.63 (a) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the "Securities Act"), this registration statement (the "Registration Statement") shall also cover any additional shares of ordinary shares of Bending Spoons S.p.A. (the "Registrant"), no par value (the "ordinary shares") that become issuable under [the above-named plans], by reason of any share dividend, share split, recapitalization, or other similar transaction effected without receipt of consideration that results in an increase to the number of outstanding shares of common shares, as applicable. (b) Represents 1,782,380 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2022 Share Option Regulations for the Employees of Bending Spoons S.p.A.as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.32 per share. (a) See note 1(a) above. (b) Represents 1,525,195 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2024 Share Option Regulations for the Employees of Bending Spoons Holdings S.p.A. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.26 per share. (a) See note 1(a) above. (b) Represents 26,060 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2024 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Bending Spoons Holdings S.p.A. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.35 per share. (a) See note 1(a) above. (b) Represents 13,053,650 shares of Bending Spoons S.p.A. ordinary shares reserved for issuance under the 2024 Share Option Regulations for the Employees of Bending Spoons Operations S.p.A. with U.K. Sub-Plan as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.28 per share. (a) See note 1(a) above. (b) Represents 369,990 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2024 Share Option Regulations for Directors, Consultants, Collaborators, and Vendors of Bending Spoons Operations S.p.A. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.59 per share. (a) See note 1(a) above. (b) Represents 1,174,155 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2024 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Bending Spoons Operations S.p.A. with Addendum for U.S. Beneficiaries as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.69 per share. The underlying exercise prices for the options registered under this line item were originally denominated in Euros and have been converted into U.S. dollars using the European Central Bank (ECB) EUR/USD reference rate as of July 24, 2026, which was 1.1377. (a) See note 1(a) above. (b) Represents 14,528,412 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2022 Share Option Regulations for the Employees of Splice Video Editor S.r.l. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.24 per share. (a) See note 1(a) above. (b) Represents 34,470 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2022 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of Splice Video Editor S.r.l. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.18 per share. (a) See note 1(a) above. (b) Represents 2,618,915 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2023 Share Option Regulations for the Employees of AI Creativity S.r.l. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.22 per share. (a) See note 1(a) above. (b) Represents 256,045 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2023 Share Option Regulations for the Directors, Consultants, Collaborators, and Vendors of AI Creativity S.r.l. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.33 per share. (a) See note 1(a) above. (b) Represents 941,805 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2025 Share Option Regulations for the Employees of Wetransfer B.V. (Italian Branch) as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.19 per share. (a) See note 1(a) above. (b) Represents 22,700 shares of Bending Spoons S.p.A. ordinary shares issuable under the 2023 Stock Option Plan for the Employees, Contractors, and Directors of Alight Creative Inc. as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the weighted-average exercise price of the outstanding options or warrants registered under this line item, where such options or warrants were granted at multiple exercise prices across different tranches or grant dates, which is $0.10 per share. (a) See note 1(a) above. (b) Represents 91,730 shares of Bending Spoons S.p.A. ordinary shares issuable under the Warrants November 2024 Terms and Conditions with Addendum for U.S. Beneficiaries as of the date of this Registration Statement. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) under the Securities Act, based upon the fixed exercise price of the outstanding options or warrants registered under this line item, where all such outstanding options or warrants share a single exercise price, which is $1.22 per share. The underlying exercise price for the warrants registered under this line item was originally denominated in Euros and has been converted into U.S. dollars using the European Central Bank (ECB) EUR/USD reference rate as of July 24, 2026, which was 1.1377. (a) See note 1(a) above. (b) Represents 51,000,000 shares of Bending Spoons S.p.A. ordinary shares issuable under the Bending Spoons S.p.A. 2026 Equity Compensation Plan. (c) Estimated solely for purposes of calculating the registration fee pursuant to Rules 457(h) and 457(c) under the Securities Act, based upon the average of the high ($34.84) and low ($33.00) reported sale prices per ordinary share on the Nasdaq on July 24, 2026, a date within five business days prior to the filing date of this Registration Statement, which average price was $33.92. Because no awards have been granted under the 2026 Equity Compensation Plan as of the date of this Registration Statement, Rule 457(h)(1) requires that the proposed maximum offering price per unit be calculated pursuant to Rule 457(c), based on the market price of the underlying ordinary shares, which have traded on the Nasdaq since the completion of the Registrant's initial public offering on July 2, 2026.