| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
(Country) | 2. Date of Event Requiring Statement
(Month/Day/Year) 07/01/2026 | 3. Issuer Name and Ticker or Trading Symbol
Bending Spoons S.p.A. [ BSP ] | |||||||||||||||
| 3a. Foreign Trading Symbol
| 5. If Amendment, Date of Original Filed
(Month/Day/Year) | ||||||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Ordinary Shares | 1,053,700 | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Stock Option | (1) | 06/30/2036 | Ordinary Shares | 223,700 | $0.0599 | D | |
| Stock Option | (1) | 06/30/2036 | Ordinary Shares | 37,935 | $0.3575 | D | |
| Stock Option | (1) | 06/30/2036 | Ordinary Shares | 60,600 | $0.5921 | D | |
| Stock Option | (2) | 06/30/2036 | Ordinary Shares | 75,700 | $0.1297 | D | |
| Stock Option | (3) | 06/30/2036 | Ordinary Shares | 85,295 | $0.312 | D | |
| Stock Option | (4) | 06/30/2036 | Ordinary Shares | 55,395 | $1.216 | D | |
| Explanation of Responses: |
| 1. The stock option is fully vested and exercisable. |
| 2. The stock option is fully vested and exercisable as to 68,000 of the underlying shares, and the remaining shares will vest in 11 substantially equal monthly installments thereafter beginning on August 1, 2026. |
| 3. The stock option is fully vested and exercisable as to 80,415 of the underlying shares, and the remaining shares will vest in 17 substantially equal monthly installments thereafter beginning on August 1, 2026. |
| 4. The stock option is fully vested and exercisable as to 32,315 of the underlying shares, and the remaining shares will vest in five substantially equal monthly installments thereafter beginning on August 1, 2026. |
| Remarks: |
| Exhibit 24 - Power of Attorney. |
| /s/ Ignacio Pereira, Attorney-in-Fact | 07/01/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
| * Form 3: SEC 1473 (03-26) | ||