It is my pleasure to invite you to a special meeting of stockholders, which we refer to as the special meeting, of Eventbrite, Inc., a Delaware corporation, which we refer to as Eventbrite, to be held online at      Pacific Time on      , 2026 at www.virtualshareholdermeeting.com/EB2026SM. I hope that you will be able to attend.

At the special meeting, you will be asked to consider and vote on a proposal to adopt the Agreement and Plan of Merger (as it may be amended from time to time), dated as of December 1, 2025, which we refer to as the merger agreement, by and among Eventbrite, Bending Spoons US Inc., a Delaware corporation and a wholly-owned subsidiary of Bending Spoons S.p.A., which we refer to as Bending Spoons, and Everest Merger Sub Inc., a wholly-owned subsidiary of Bending Spoons, which we refer to as Merger Sub. Pursuant to the terms of the merger agreement, Merger Sub will merge with and into Eventbrite, with Eventbrite surviving the merger as a wholly-owned subsidiary of Bending Spoons, which we refer to as the merger. You also will be asked to consider and vote on (i) a proposal to approve, by means of a non-binding, advisory vote, compensation that will or may become payable to the named executive officers of Eventbrite in connection with the merger and (ii) a proposal to approve one or more adjournments of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the then-scheduled date and time of the special meeting.

If the merger is completed, you will be entitled to receive $4.50 in cash, without interest (which we refer to as the merger consideration), for each share that you own of (i) Eventbrite Class A common stock, par value $0.00001 (which we refer to as Class A common stock) and (ii) Eventbrite Class B common stock, par value $0.00001 (which we refer to as Class B common stock, and together with Class A common stock, as company common stock, and we refer to shares of company common stock as shares or Eventbrite shares) (in each case, other than dissenting shares, and certain shares to be canceled or converted pursuant to the merger agreement), which represents a premium of (i) approximately 81% to the closing stock price of $2.49 per share of Class A common stock on November 28, 2025; (ii) approximately 77% to the volume weighted average stock price of $2.54 per share of Class A common stock during the one-month trading period ended November 28, 2025; (iii) approximately 9% over the 52-week high trading price of $4.12 per share of Class A common stock for the period ended November 28, 2025; and (iv) approximately 149% over the 52-week low trading price of $1.81 per share of Class A common stock for the period ended November 28, 2025.

The receipt of cash in exchange for your shares pursuant to the merger will generally be a taxable transaction for United States federal income tax purposes. For a more complete description, see the section entitled “Proposal 1: Adoption of the Merger Agreement - The Merger - U.S. Federal Income Tax Considerations” beginning on page 56 of the accompanying proxy statement.

The Eventbrite Board of Directors, after considering the reasons more fully described in this proxy statement and after consultation with independent legal and financial advisors, unanimously determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Eventbrite and its stockholders, and adopted, approved and declared advisable the execution, delivery and performance of the merger agreement, the merger and the other transactions contemplated by the merger agreement. The Eventbrite Board of Directors recommends that you vote:

The enclosed proxy statement provides detailed information about the special meeting, the merger agreement and the merger. A copy of the merger agreement is attached as Annex A to the proxy statement. The proxy statement also describes the actions and determinations of the Eventbrite Board of Directors in connection with its evaluation of the merger agreement and the merger. We encourage you to read the proxy statement and its annexes, including the merger agreement, carefully and in their entirety. You may also obtain more information about Eventbrite from documents that we file with the U.S. Securities and Exchange Commission, which we refer to as the SEC, from time to time.

Whether or not you plan to attend the special meeting, please complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone. If you attend the special meeting and vote during the special meeting, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your broker, bank or other nominee of record how to vote in accordance with the voting instruction form you will receive from your broker, bank or other nominee of record.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the merger unless the proposal to adopt the merger agreement is approved by the affirmative vote of a majority of the voting power of the shares outstanding and entitled to vote thereon. The failure of any stockholder to vote at the special meeting, to submit a signed proxy card or to grant a proxy electronically over the Internet or by telephone will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement. If you hold your shares in “street name,” the failure to instruct your broker, bank or other nominee of record on how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the merger agreement.

If you have any questions or need assistance voting your shares, please contact Okapi Partners LLC, our proxy solicitor, by calling (855) 208-8903 toll-free.

On behalf of the Eventbrite Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the SEC nor any state securities regulatory agency has approved or disapproved of the transactions described in this document, including the merger, or determined if the information contained in this document is accurate or adequate. Any representation to the contrary is a criminal offense.

The accompanying proxy statement is dated     , 2026 and, together with the enclosed form of proxy card, is first being mailed to Eventbrite stockholders on or about     , 2026.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders, which we refer to as the special meeting, of Eventbrite, Inc., which we refer to as Eventbrite, will be held:

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, WE URGE YOU TO VOTE YOUR SHARES VIA THE TOLL-FREE TELEPHONE NUMBER OR OVER THE INTERNET AS DESCRIBED IN THE PROXY MATERIALS. YOU MAY ALSO SIGN, DATE AND MAIL THE PROXY CARD IN THE PREPAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before the special meeting. If your shares are held in the name of a broker, bank or other nominee of record, please follow the instructions on the voting instruction card furnished to you by such broker, bank or other nominee of record, which is considered the stockholder of record, in order to vote. As a beneficial owner, you have the right to direct your broker, bank or other nominee of record on how to vote the shares in your account. Your broker, bank or other nominee of record cannot vote on any of the proposals, including the proposal to adopt the merger agreement, without your instructions.

If you fail to return your proxy card, to grant your proxy electronically over the Internet or by telephone, or to vote at the special meeting, your shares will not be counted for purposes of determining whether a quorum is present at the special meeting. If you are a stockholder of record, voting at the special meeting will revoke any proxy that you previously submitted. If you hold your shares through a broker, bank or other nominee of record, you must obtain from the record holder a valid proxy issued in your name in order to vote at the special meeting.

We encourage you to read the accompanying proxy statement, including all documents incorporated by reference into the accompanying proxy statement, and annexes to the accompanying proxy statement, carefully and in their entirety. If you have any questions concerning the merger, the special meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares, please contact our proxy solicitor:

The following questions and answers are intended to address some commonly asked questions regarding the merger, the merger agreement and the special meeting. These questions and answers may not address all questions that may be important to you as an Eventbrite stockholder. We encourage you to read carefully the more detailed information contained elsewhere in this proxy statement, the annexes to this proxy statement (including the merger agreement), and the documents we incorporate by reference in this proxy statement. You may obtain the documents and information incorporated by reference in this proxy statement without charge by following the instructions under the section entitled “Where You Can Find More Information” beginning on page 96. The merger agreement is attached as Annex A to this proxy statement.

This proxy statement, and the documents to which we refer you in this proxy statement, as well as information included in oral statements or other written statements made or to be made by us or on our behalf, contain “forward-looking statements” and involve substantial risks and uncertainties. All statements other than statements of historical fact could be deemed forward-looking, including, but not limited to, estimates and statements regarding the expected timing, completion and effects of the merger or other statements related to the proposed merger or any other transactions contemplated by the merger agreement. These forward-looking statements are based on Eventbrite’s current expectations, estimates and projections regarding, among other things, the expected date of closing of the merger and the potential benefits thereof, its business and industry, management’s beliefs and certain assumptions made by Eventbrite, all of which are subject to change. In some cases, forward-looking statements can be identified by terms such as “may,” “will,” “appears,” “shall,” “should,” “expects,” “plans,” “anticipates,” “could,” “would,” “intends,” “target,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential” or “continue,” or the negatives of these words or other similar terms or expressions that concern Eventbrite’s expectations, strategy, plans or intentions. By their nature, forward-looking statements address matters that involve risks and uncertainties because they relate to future events and depend upon future circumstances that may or may not occur, such as the consummation of the merger and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements.

Important risk factors that may cause such a difference include, but are not limited to:

While the list of risk factors presented here is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted risk factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in actual results as compared with results anticipated in the forward-looking statements could include, among other things, business disruption, operational issues, financial loss, legal liability to third parties and similar risks, any of which could have a material impact on Eventbrite’s financial condition, results of operations, credit rating or liquidity. All the forward-looking statements set forth in this proxy statement speak only as of the date on which they are made, and Eventbrite does not undertake to and specifically disclaims any obligation to publicly provide revisions or updates to any of such forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities laws or any other applicable laws.

All of the forward-looking statements we make in this proxy statement are qualified by the information contained or incorporated by reference herein, including, but not limited to, (i) the information contained under this heading and (ii) the information contained in our consolidated financial statements (or any of the notes thereto) included in our most recent filing on Form 10-K and subsequent periodic and interim report filings (see the section entitled “Where You Can Find More Information” beginning on page 96).

Eventbrite stockholders are advised, however, to consult any future disclosures we make on related subjects as may be detailed in our other filings made from time to time with the SEC.

The enclosed proxy is solicited on behalf of the Eventbrite Board for use at the special meeting of stockholders or at any adjournments or postponements thereof.

We will hold the special meeting online on   , 2026 at    Pacific Time, at www.virtualshareholdermeeting.com/EB2026SM.

At the special meeting, we will ask our stockholders of record as of the close of business on the record date to consider and vote on the following proposals:

Only stockholders of record as of the close of business on   , 2026 are entitled to notice of the special meeting and to vote at the special meeting or at any adjournments or postponements thereof. A list of stockholders entitled to vote at the special meeting will be available in Eventbrite’s corporate headquarters located at 95 Third Street, 2nd Floor, San Francisco, CA 94103, during regular business hours for a period of at least ten (10) days before the special meeting and at the place of the special meeting during the special meeting.

A majority in voting power of shares issued and outstanding and entitled to vote at the special meeting, represented in person (including virtually) or by proxy, constitutes a quorum at the special meeting. As of the close of business on   , 2026, there were    shares of Class A common stock issued, of which    shares are outstanding and entitled to vote, and    shares of Class B common stock issued, of which    shares are outstanding and entitled to vote. If you submit a properly executed proxy by mail, telephone or the Internet, you will be considered a part of the quorum. In addition, abstentions will be counted for purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum. If a quorum is not present, the special meeting will be adjourned until a quorum is obtained, subject to the terms of the merger agreement. The affirmative vote of a majority of the voting power of the shares entitled to vote which are present, in person (including virtually) or by proxy, at the special meeting or the chairman of the special meeting may adjourn the special meeting, subject to the terms of the merger agreement.

The affirmative vote of a majority of the voting power of the shares outstanding and entitled to vote thereon, provided a quorum is present, is required to approve the merger proposal. This means that the proposal will be approved if the voting power of shares voted “FOR” that proposal is greater than fifty percent (50%) of the total voting power of the votes that can be cast in respect of our outstanding shares. Abstentions and broker non-votes will have the same effect as a vote “AGAINST” the merger proposal.

The affirmative vote of a majority of the voting power of the shares entitled to vote which are present, in person (including virtually) or by proxy, and voting at the special meeting, provided a quorum is present, is required to approve, by means of a non-binding, advisory vote, the merger-related compensation proposal. This means that the proposal will be approved if the voting power of shares voted “FOR” that proposal is greater than fifty percent (50%) of the total voting power of shares entitled to vote which are present, in person (including virtually) or by proxy, and vote at the special meeting, provided a quorum is present. Abstentions and broker non-votes will not have any effect on the merger-related compensation proposal.

The affirmative vote of a majority of the voting power of the shares entitled to vote which are present, in person (including virtually) or by proxy, at the special meeting, provided a quorum is present, is required to approve the adjournment proposal. This means that the proposal will be approved if the voting power of shares voted “FOR” that

proposal is greater than fifty percent (50%) of the total voting power of shares entitled to vote which are present, in person (including virtually) or by proxy, at the special meeting, whether or not a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the adjournment proposal. Broker non-votes will not have any effect on the adjournment proposal.

Broker non-votes are shares held by a broker, bank or other nominee of record that are present in person (including virtually) or represented by proxy at the special meeting, but with respect to which such broker, bank or other nominee is not instructed by the beneficial owner of such shares on how to vote on a particular proposal and such broker, bank or other nominee does not have discretionary voting power on such proposal. Because brokers, banks and other nominee holders of record do not have discretionary voting authority with respect to any of the three proposals, if a beneficial owner of shares held in “street name” does not give voting instructions to his, her or its broker, bank or other nominee of record with respect to any of the proposals, then such beneficial owner’s shares will not be present in person (including virtually) or represented by proxy at the special meeting. If there are any broker non-votes, then such broker non-votes will be counted as a vote “AGAINST” the merger proposal, but will have no effect on the merger-related compensation proposal and the adjournment proposal.

As of the close of business on the record date, Eventbrite directors and executive officers beneficially owned and were entitled to vote, in the aggregate,    shares of Class A common stock and    shares of Class B common stock (in each case, excluding any shares that would be delivered upon exercise or conversion of stock options or other equity-based awards), which collectively represented approximately   % of the voting power of the outstanding shares as of the close of business on the record date. It is expected that Eventbrite’s directors and executive officers will vote their shares “FOR” the merger proposal, “FOR” the merger-related compensation proposal and “FOR” the adjournment proposal.

Additionally, certain stockholders of Eventbrite, including Julia Hartz, Kevin Hartz and their respective trusts and holding entities, have agreed to vote, or cause to be voted, all of their shares of company common stock in favor of the adoption and approval of the merger agreement and the merger and other transactions contemplated thereby, pursuant to the voting and support agreement with Bending Spoons. As of the close of business on December 15, 2025, the supporting stockholders collectively held approximately 3.9% of the issued and outstanding shares of Class A common stock and approximately 71.0% of the issued and outstanding shares of Class B common stock, which collectively accounted for approximately 50.9% of the voting power of the issued and outstanding shares of company common stock. See the section entitled “Proposal 1: Adoption of the Merger Agreement - The Voting and Support Agreement” beginning on page 82.

If your shares are registered in your name with our transfer agent, American Stock Transfer & Trust Company, you may cause your shares to be voted by returning a signed proxy card, or you may vote at the special meeting. Additionally, you may submit electronically over the Internet or by phone a proxy authorizing the voting of your shares by following the instructions on your proxy card. You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to submit a proxy electronically over the Internet or by telephone. Based on your proxy card(s) or proxy(ies) provided over the Internet or by telephone, the proxy holders will vote your shares according to your directions.

If you plan to attend the special meeting and wish to vote therein, you may vote your shares online at www.virtualshareholdermeeting.com/EB2026SM. To do so, you will need the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials. If your shares are registered in your name, you are encouraged to vote by proxy even if you plan to attend the special meeting. If you attend the special meeting and vote, your vote will revoke any proxy previously submitted by you.

Voting instructions are included on your proxy card. All shares represented by properly executed proxies received by   , 2026 and in time for the special meeting will be voted at the special meeting in accordance with the instructions of the stockholder. Properly executed proxies that do not contain voting instructions will be voted (i) “FOR” the merger proposal, (ii) “FOR” the merger-related compensation proposal and (iii) “FOR” the adjournment proposal. No proxy that is specifically marked against the merger proposal will be voted in favor of the merger-related compensation, unless it is specifically marked “FOR” the approval of such proposal.

If your shares are held in “street name” through a broker, bank or other nominee of record, you may vote through your broker, bank or other nominee of record by completing and returning the voting form provided by such broker, bank or other nominee of record, or by the Internet or telephone through such broker, bank or other nominee of record if such a service is provided. To vote via the Internet or telephone through your broker, bank or other nominee of record, you should follow the instructions on the voting form provided by such broker, bank or other nominee. Under applicable stock exchange rules, brokers, banks or other nominees of record have the discretion to vote your shares on discretionary matters if you fail to instruct your broker, bank or other nominee of record on how to vote your shares with respect to such matters. The merger proposal, merger-related compensation proposal and the adjournment proposal are non-discretionary matters, and brokers, banks and other nominees of record therefore cannot vote on these proposals without your instructions. If you do not return your broker’s, bank’s or other nominee’s voting form, do not vote via the Internet or by telephone through your broker, bank or other nominee of record, if applicable, or do not attend the special meeting and vote with a proxy from your broker, bank or other nominee of record, such actions will have the same effect as if you voted “AGAINST” the merger proposal but will not have any effect on the adjournment proposal or the merger-related compensation proposal.

If you are a stockholder of record, you may change your vote or revoke your proxy at any time before it is voted at the special meeting by:

Please note that to be effective, your new proxy card, Internet or telephonic voting instructions or written notice of revocation must be received by our Corporate Secretary by 8:59 p.m., Pacific Time, on   , 2026 and, in the case of Internet or telephonic voting instructions, must be received before 8:59 p.m., Pacific Time, on   , 2026.

If you have submitted a proxy, your appearance at the special meeting, in the absence of voting therein or submitting an additional proxy or revocation, will not have the effect of revoking your prior proxy.

If you hold your shares in “street name,” you should contact your broker, bank or other nominee of record for instructions regarding how to change your vote. You may also vote at the special meeting if you obtain a valid proxy from your broker, bank or other nominee of record. Any adjournment of the special meeting for the purpose of soliciting additional proxies will allow Eventbrite stockholders who have already sent in their proxies to revoke them at any time prior to their use at the special meeting, as adjourned.

The Eventbrite Board, after considering the unanimous recommendation of the Special Committee and various factors described under the section entitled “Proposal 1: Adoption of the Merger Agreement - The Merger - Recommendation of the Eventbrite Board of Directors” beginning on page 38, unanimously (i) determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Eventbrite and its stockholders; (ii) adopted, approved and declared advisable the execution, delivery and performance of the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) approved, authorized and declared advisable the consummation by Eventbrite of the transactions contemplated by the merger agreement; (iv) resolved to recommend that Eventbrite stockholders vote in favor of the adoption and approval of the merger agreement, the merger and other transactions contemplated by the merger agreement; and (v) resolved to submit the merger agreement to Eventbrite stockholders for adoption at a duly held meeting of such stockholders.

The Eventbrite Board of Directors unanimously recommends that you vote (i) “FOR” the merger proposal, (ii) “FOR” the merger-related compensation proposal and (iii) “FOR” the adjournment proposal.

All votes will be tabulated by an independent representative appointed by the Eventbrite Board, who will act as the inspector of election appointed for the special meeting and will separately tabulate affirmative and negative votes, abstentions and broker non-votes.

The expense of soliciting proxies in the enclosed form will be borne by Eventbrite. We have retained Okapi Partners LLC, a proxy solicitation firm, to solicit proxies in connection with the special meeting at a cost of approximately $11,500 and an additional success fee of $10,000 if the merger proposal is approved by our stockholders having the requisite voting power, plus expenses. We have also agreed to indemnify Okapi Partners LLC against losses arising out of its provision of these services as requested by Eventbrite. In addition, we may reimburse brokers, banks and other custodians, nominees and fiduciaries representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by certain of our directors, officers and employees, personally or by telephone, facsimile or other means of communication, but no additional compensation will be paid to such individuals for such solicitations or related services.

Assuming timely satisfaction of necessary closing conditions, including the approval of the merger proposal by our stockholders having the requisite voting power, we anticipate that the merger will be consummated during the first half of 2026.

Eventbrite stockholders as of the close of business on the record date may attend the special meeting online at www.virtualshareholdermeeting.com/EB2026SM.

If you hold your shares in street name and wish to vote your shares at the special meeting, you must obtain a valid proxy from your broker, bank or similar institution of record, granting you authorization to vote your shares at the special meeting. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from such broker, bank and/or other holder of record.

The use of cameras, sound recording equipment, communication devices or any other similar equipment is prohibited at the special meeting without the express written permission of Eventbrite.

Even if you plan to attend the special meeting, we encourage you to complete, sign, date and return the enclosed proxy card or vote electronically over the Internet or via telephone to ensure that your shares will be represented at the special meeting. If you attend the special meeting and vote therein, your vote by ballot will revoke any proxy previously submitted by you. If you hold your shares in “street name,” because you are not the stockholder of record, you may not vote your shares at the special meeting unless you follow the procedures set forth above.

If you need assistance in completing your proxy card or have questions regarding Eventbrite’s special meeting, please contact Okapi Partners LLC by mail at 1212 Avenue of the Americas, 17th Floor, New York, NY 10036 or via email at info@okapipartners.com. Stockholders may call toll-free at (855) 208-8903 and banks and brokers may call collect at (212) 297-0720.

If the merger proposal is approved by Eventbrite stockholders having the requisite voting power, stockholders and beneficial owners of shares held either in voting trust or by a nominee on behalf of such person who do not vote (whether in person (including virtually) or by proxy) in favor of the adoption of the merger agreement and who properly exercise and perfect their demand for appraisal of their shares will be entitled to appraisal rights in connection with the merger under Section 262 of the DGCL. This means that such stockholders and beneficial owners of shares would be entitled to have such shares appraised by the Delaware court and to receive payment in cash of the “fair value” of such shares, exclusive of any elements of value arising from the accomplishment or expectation of the merger, together with interest

to be paid upon the amount determined to be fair value, if any, as determined by the court. Such stockholders and beneficial owners of shares who wish to seek appraisal of their shares are in any case encouraged to seek the advice of legal counsel with respect to the exercise of appraisal rights due to the complexity of the appraisal process.

Such stockholders and beneficial owners of shares considering seeking appraisal should be aware that the fair value of their shares as determined pursuant to Section 262 of the DGCL could be more than, the same as or less than $4.50 per share consideration that would have been payable pursuant to the merger agreement if they did not seek appraisal of their shares.

To exercise your appraisal rights, you must submit a written demand for appraisal to Eventbrite before the vote is taken on the merger proposal, you must not submit a blank proxy or otherwise vote in favor of the merger proposal and you must continue to hold the shares of record through the effective time. Your failure to follow the procedures specified under the DGCL will result in the loss of your appraisal rights. The DGCL requirements for exercising appraisal rights are described in further detail in this proxy statement, and the relevant section of the DGCL regarding appraisal rights is reproduced and attached as Annex D to this proxy statement. Such stockholders and beneficial owners of shares should refer to the discussion under the section entitled “Appraisal Rights” beginning on page 89 and the DGCL requirements for exercising appraisal rights reproduced and attached as Annex D to this proxy statement.

Eventbrite’s mission is to bring the world together through live experiences. Since inception, we have been at the center of the experience economy, helping transform the way people discover and organize events. Our two-sided marketplace connects millions of creators and consumers every month to share their passions, artistry, and causes through live experiences. Creators use our highly-scalable self-service ticketing and marketing tools to plan, promote, and sell tickets to their events and event seekers use our website and mobile application to discover and purchase tickets to experiences they love.

Eventbrite’s corporate headquarters is located at 95 Third Street, 2nd Floor, San Francisco, California 94103.

Eventbrite is a corporation organized in the State of Delaware. Its Class A common stock is currently listed on the NYSE under the symbol “EB.”

Additional information about Eventbrite and its subsidiaries is included in documents incorporated by reference in this proxy statement (see the section entitled “Where You Can Find More Information” beginning on page 96) and on its website: www.eventbrite.com. The information provided or accessible through Eventbrite’s website is not part of, or incorporated by reference in, this proxy statement.

Bending Spoons is a Delaware corporation and an indirect wholly-owned subsidiary of Bending Spoons S.p.A., a privately held company based in Milan, Italy. Bending Spoons is a holding company and does not conduct any operations other than providing administrative services for the benefit of the subsidiaries it holds.

Together, Bending Spoons S.p.A. and its direct and indirect subsidiaries, including Bending Spoons, are collectively referred to as the Bending Spoons group. The Bending Spoons group acquired and continues to operate numerous digital technology businesses, including Vimeo, Brightcove, Evernote, komoot, Meetup, Remini, and WeTransfer. More than 400 million people use the Bending Spoons group’s products each month. The Bending Spoons group has a proven ability to attract and retain best-in-class talent globally and is a highly sought-after workplace. Great Place to Work has named Bending Spoons S.p.A. the Best Workplace in Italy in its size category four (4) times since 2019, including ranking first in 2025, and Bending Spoons S.p.A. has had two (2) top 10 finishes across all of Europe. The Bending Spoons group is backed by highly respected institutional investors, including Baillie Gifford, Cox Enterprises, Durable Capital Partners, Fidelity Management & Research Company and T. Rowe Price Investment Management. Bending Spoons S.p.A.’s principal executive offices are located at Via Nino Bonnet, 10, 20154 Milano MI, Italy. Additional information about the Bending Spoons group is included on the website: www.bendingspoons.com. None of the information provided or accessible through the Bending Spoons group’s website is part of, or incorporated by reference in, this proxy statement.

Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Bending Spoons, formed on November 26, 2025, solely for the purpose of engaging in the merger and the other transactions as contemplated under the merger agreement. Upon completion of the merger, Merger Sub will cease to exist.

This discussion of the merger is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should read the entire merger agreement carefully as it is the legal document that governs the merger.

Upon the terms and subject to the conditions of the merger agreement and in accordance with the applicable provisions of the DGCL, on the closing date and at the effective time, Merger Sub will merge with and into Eventbrite, with Eventbrite continuing as the surviving corporation and a wholly-owned subsidiary of Bending Spoons. Eventbrite expects to delist its Class A common stock from the NYSE as promptly as practicable after the effective time and de-register its Class A common stock under the Exchange Act as promptly as practicable after such delisting. Thereafter, Eventbrite would no longer be a publicly traded company. If the merger is completed, you will not own any shares of the common stock of the surviving corporation, and instead will only be entitled to receive the merger consideration payable in accordance with the merger agreement, as described under the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Merger Consideration” beginning on page 61.

The effective time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as Eventbrite and Bending Spoons may agree and specify in the certificate of merger).

If the merger agreement is not adopted by Eventbrite stockholders having the requisite voting power or if the merger is not completed for any other reason, Eventbrite stockholders will not receive any payment for their shares. Instead, Eventbrite will remain a public company, Class A common stock will continue to be listed and traded on the NYSE and registered under the Exchange Act and Eventbrite will continue to file periodic reports with the SEC.

Furthermore, if the merger is not consummated, and depending on the circumstances that caused the merger not to be consummated, it is likely that the price of one (1) share of Class A common stock will decline, potentially significantly. If that were to occur, it is uncertain when, if ever, the price of one (1) share of Class A common stock would return to the price at which it trades as of the date of this proxy statement.

Accordingly, if the merger is not consummated, there can be no assurance as to the effect of these risks and opportunities on the future value of your shares. If the merger is not consummated, the Eventbrite Board will continue to evaluate and review Eventbrite’s business operations, properties and capitalization, among other things, make such changes as are deemed appropriate and continue to seek to enhance stockholder value. If the merger agreement is not adopted by Eventbrite stockholders having the requisite voting power or if the merger is not consummated for any other reason, there can be no assurance that any other transaction acceptable to Eventbrite or its stockholders will be offered or that Eventbrite’s business, prospects or results of operations will not be adversely impacted.

Under certain specified circumstances, Eventbrite will be required to pay Bending Spoons a termination fee upon the termination of the merger agreement, as described under the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Termination of the Merger Agreement - Termination Fees” beginning on page 80.

As part of Eventbrite’s strategic planning process, the Eventbrite Board regularly reviews and discusses with Eventbrite senior management Eventbrite’s performance, business strategy and competitive position in the industries in which it operates, as well as overall industry conditions, and how they may affect Eventbrite’s strategic goals and plans. In addition, the Eventbrite Board and Eventbrite senior management regularly review and evaluate Eventbrite’s then current business plan and the potential risks and benefits of continuing to execute on its standalone business plans as a publicly traded company, as well as various strategic alternatives, including acquisitions, dispositions, major commercial partnerships and other strategic transactions, as part of ongoing efforts to strengthen Eventbrite’s overall business and enhance stockholder value. All dates and times discussed in this “Background of the Merger” are reflective of Pacific Time.

On July 11, 2024, Luca Ferrari, Co-Founder, Chairman of the Board of Directors and Chief Executive Officer of Bending Spoons S.p.A., met Julia Hartz, Chief Executive Officer, Co-Founder and Executive Chair of Eventbrite at the 2024 Sun Valley conference hosted by Allen & Company. Mr. Ferrari provided an overview of Bending Spoons’ approach to acquisitions, and Ms. Hartz discussed Eventbrite’s business. No potential strategic collaboration or business combination was discussed.

On June 19, 2025, members of Eventbrite senior management met with representatives of Counterparty A for a regularly scheduled post-earnings update session on Eventbrite’s business as part of Eventbrite’s ongoing dialogue with Counterparty A. There were no discussions regarding a potential transaction at this time.

On June 23, 2025, representatives of Counterparty A followed up with a short data request list for members of Eventbrite senior management, who subsequently responded and remained in contact with representatives of Counterparty A over the course of the ensuing weeks.

Also on June 23, 2025, representatives of Counterparty B reached out to Ms. Hartz via email to preview the possibility of exploring a potential transaction involving Eventbrite and Counterparty B. On June 25, 2025, Ms. Hartz simply responded that she would like an introduction.

On July 11, 2025, Mr. Ferrari met with Ms. Hartz and Kevin Hartz at the 2025 Sun Valley conference hosted by Allen & Company. Mr. Ferrari raised with Ms. Hartz the potential of a strategic collaboration or business combination between Bending Spoons and Eventbrite. No price or other terms were discussed, and Ms. Hartz simply acknowledged Mr. Ferrari’s interest.

On July 16, 2025, Mr. Ferrari contacted Ms. Hartz via email to follow up on their discussion at the 2025 Sun Valley conference. Mr. Ferrari’s email did not propose a price or other transaction terms but outlined several points regarding a potential collaboration in the event that an agreement regarding an acquisition of Eventbrite by Bending Spoons could be reached, including: (i) a potential opportunity for Ms. Hartz to “roll over” some or all of her sale proceeds into Bending Spoons S.p.A. equity (which we refer to as Bending Spoons equity), and (ii) a potential opportunity for Ms. Hartz to remain as Chief Executive Officer of Eventbrite for a fixed period of time following the closing of a potential transaction, with a senior Bending Spoons leader working closely with Ms. Hartz, but with Bending Spoons retaining final decision-making authority on certain material matters.

After receiving this message, Ms. Hartz responded via email on July 17, 2025 by thanking Mr. Ferrari for his correspondence and indicating that it raised certain questions, including with respect to the scope of changes post-closing, integration of Bending Spoons S.p.A. personnel and areas in which decision rights would shift, noting that she would welcome the chance to better understand Mr. Ferrari’s perspective on these topics. Ms. Hartz mentioned that she had reached out to a director of Bending Spoons S.p.A. (as suggested by Mr. Ferrari) to learn about the Bending Spoons S.p.A. model and working relationship. She did not otherwise engage in additional discussions or communications with Mr. Ferrari before receiving the August 22, 2025 non-binding indication of interest described below (aside from receiving an email from Mr. Ferrari on August 20, 2025 and thanking him for his interest on that same day, in each case, as described below).

On July 24, 2025, Ms. Hartz provided a monthly email update to the Eventbrite Board, which referenced, among other things, Eventbrite’s initial conversation with Bending Spoons and preliminary inquiries from other potential interested counterparties, including Counterparty A.

Prior to August 20, 2025, a director of Bending Spoons S.p.A. spoke to Ms. Hartz regarding Bending Spoons’ interest in pursuing a potential transaction with Eventbrite. Ms. Hartz commented that she and the Eventbrite Board would appreciate some clarity on the process if the Eventbrite Board decided to engage with Bending Spoons on a potential transaction.

On August 20, 2025, Mr. Ferrari contacted Ms. Hartz via email, indicating that he would prepare and share a short letter outlining a process for a potential transaction, along with a proposed purchase price range with respect to a potential transaction. Ms. Hartz responded by simply thanking Mr. Ferrari for his interest.

On August 22, 2025, the Eventbrite Board received a non-binding indication of interest from Bending Spoons S.p.A. (which we refer to as the August 22 indication of interest), proposing to acquire one hundred percent (100%) of the outstanding, fully diluted equity of Eventbrite, for a purchase price in the range of $4.10 to $4.60 per share in cash. The August 22 indication of interest provided that the purchase price would be funded through a combination of available cash and existing credit facilities, and the proposed transaction would not be subject to any financing

condition. The August 22 indication of interest also contemplated that a customary voting and support agreement would be executed by Ms. Hartz and Kevin Hartz. In the August 22 indication of interest, Bending Spoons S.p.A. stated that it would follow up with a list of preliminary due diligence questions and intended to provide an update to the proposal within a week after receiving all of Eventbrite’s responses. The August 22 indication of interest did not reference the July 16, 2025 email from Mr. Ferrari to Ms. Hartz or otherwise reference or include a discussion related to a potential role for Ms. Hartz following the closing of any potential transaction or an opportunity for Ms. Hartz to be able to “roll over” any of her sale proceeds to acquire Bending Spoons equity.

On August 25, 2025, the Eventbrite Board held an informal update meeting, with members of Eventbrite’s senior management present. The Eventbrite Board discussed the August 22 indication of interest received from Bending Spoons S.p.A. and the potential timeline, due diligence process (on a non-exclusive basis) and engagement of advisors (including outside legal counsel and a financial advisor). The Eventbrite Board also discussed the status of discussions and due diligence process with Counterparty A.

On August 26, 2025, Mr. Ferrari reached out to Ms. Hartz with a preliminary list of information requests, noting that Bending Spoons would be able to revert quickly with a more specific purchase price after receipt of the information requested.

Also on August 26, 2025, representatives of Counterparty B followed up with Ms. Hartz and requested an introductory meeting. Ms. Hartz responded to schedule the meeting, but this did not take place until November 11, 2025.

On September 9, 2025, Ms. Hartz provided an agenda update to the Eventbrite Board ahead of its upcoming quarterly meeting on September 10, 2025 through September 11, 2025, noting that representatives of Skadden, Arps, Slate, Meagher & Flom LLP, Eventbrite’s outside legal counsel (which we refer to as Skadden), and Allen & Company, Eventbrite’s financial advisor, would be joining the meeting for a discussion on strategic options for Eventbrite.

On September 10, 2025 and September 11, 2025, the Eventbrite Board held its regularly scheduled quarterly meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. At the meeting, Ms. Hartz provided a detailed update on her conversations to date with Bending Spoons regarding its interest in a potential acquisition of Eventbrite, including the conversation with Mr. Ferrari at the 2025 Sun Valley conference and a detailed description of the July 16, 2025 email from Mr. Ferrari to Ms. Hartz, including Mr. Ferrari’s reference to a potential rollover opportunity whereby Ms. Hartz could use a portion of her sale proceeds to acquire Bending Spoons equity and a potential post-closing role for Ms. Hartz in the event of a transaction. Ms. Hartz emphasized for the Eventbrite Board that her sole focus throughout these discussions had been, and would continue to be, on doing what was right for Eventbrite and its public stockholders. Ms. Hartz noted that, at this time, she had not formed a personal view as to whether engaging with Bending Spoons, or any other potential counterparty, was the right course of action for Eventbrite. Ms. Hartz stated her firm belief that such decision should be made by the full Eventbrite Board, and the Eventbrite Board should deliberate and decide on the best path forward for Eventbrite and its stockholders. Ms. Hartz assured the Eventbrite Board that, if the Eventbrite Board ultimately decided to explore a potential transaction, Ms. Hartz would not make any commitment to any particular counterparty or engage in any discussions regarding a potential post-closing role for her or equity rollover, unless and until the Eventbrite Board specifically authorized such discussions or actions. Ms. Hartz reiterated that, should the Eventbrite Board choose to pursue a potential transaction, her intention would be to achieve the best value reasonably available for all public stockholders and to act solely in their best interests throughout the process. Allen & Company discussed its qualifications to act as financial advisor to Eventbrite, provided an overview of Bending Spoons’ business, acquisition history and approach to acquisitions, discussed a number of other strategic and financial buyers that potentially could be interested in pursuing a transaction with Eventbrite, and provided a description of Allen & Company’s material relationships with Bending Spoons during the approximate prior two (2)-year period. Afterwards, representatives of Skadden provided an overview to the Eventbrite Board of its fiduciary duties in considering Bending Spoons’ proposal and in considering whether to commence a process to explore potential strategic alternatives. Representatives of Skadden also advised the Eventbrite Board on its consideration of a potential conflict of interest involving Ms. Hartz, or an appearance of a conflict of interest, should her interests diverge from those of the public stockholders, or should, in the course of discussions, Ms. Hartz entertain a proposal from Bending Spoons or another counterparty whereby Ms. Hartz might receive a non-pro rata benefit not shared with or made available to other stockholders of Eventbrite. The Eventbrite Board discussed the possibility that while Ms. Hartz had assured the Eventbrite Board that she was not

entertaining any such proposal at this time and had provided assurances to the Eventbrite Board that she would not do so unless authorized by the Eventbrite Board, those circumstances could change, and in such event, it could be prudent for the Eventbrite Board to form a fully empowered special committee of the Eventbrite Board as an additional procedural safeguard.

On September 16, 2025, Allen & Company provided to the Eventbrite Board for discussion certain information relating to Allen & Company’s material relationships with the Bending Spoons group during the approximate prior two (2)-year period and agreed to continue to suspend its ongoing advisory work for the Bending Spoons group in light of the Bending Spoons group’s interest in a potential transaction with Eventbrite.

On September 17, 2025, the Eventbrite Board held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. The Eventbrite Board discussed the status of the due diligence process and proceeding with the high-level due diligence requests from Bending Spoons. The Eventbrite Board then resolved to establish a transaction committee (which we refer to as the Transaction Committee) in connection with the Eventbrite Board’s consideration of a potential transaction for the purpose of providing active oversight of any process involving the Eventbrite Board’s consideration of any potential transaction. The Transaction Committee was authorized and empowered to, among other things, (i) determine the process to be followed by the Eventbrite Board to explore and consider any potential transaction; (ii) consult with Eventbrite’s management team and legal and financial advisors; (iii) determine whether or not to contact other potentially interested counterparties; (iv) provide oversight over the negotiation of any definitive agreement; (v) take any and all actions it deems necessary, appropriate or advisable to review and evaluate, together with Eventbrite’s legal and financial advisors, any such potential transaction; and (vi) submit its recommendations with respect to a potential transaction to the Eventbrite Board for consideration.

On September 18, 2025, in accordance with the Eventbrite Board’s directives, a representative of Allen & Company contacted a representative of Bending Spoons to (i) express the Eventbrite Board’s support for providing high-level due diligence information to Bending Spoons, (ii) suggest a management presentation be scheduled in approximately two (2) weeks, and (iii) provide a draft confidentiality agreement for execution prior to Bending Spoons receiving such information. The representative of Allen & Company noted that Bending Spoons should not contact Ms. Hartz directly regarding a potential transaction and all correspondence regarding a potential transaction should be communicated through representatives of Allen & Company or Skadden or Eventbrite’s general counsel.

On September 24, 2025, Eventbrite and Bending Spoons S.p.A. entered into a confidentiality agreement. The agreement contained a provision that Bending Spoons would not, without Eventbrite’s prior written consent, discuss any compensation, equity rollover or involvement from and after the consummation of a transaction with any director, officer or other employee of Eventbrite.

On October 1, 2025, members of Eventbrite senior management delivered a management presentation to Bending Spoons regarding Eventbrite’s operations, growth initiatives and opportunities, historical and projected metrics and financial information. Representatives of Allen & Company also attended this management presentation.

Between October 3, 2025 and October 8, 2025, Eventbrite provided Bending Spoons initial access to documents in response to Bending Spoons’ high-level due diligence requests.

On October 3, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden present. The Transaction Committee discussed updates with respect to the potential transaction with Bending Spoons, including the positive feedback received from Bending Spoons in response to the materials provided to date, and Bending Spoons’ historical interest in Eventbrite. The Transaction Committee also referenced an upcoming meeting between certain members of Eventbrite senior management and Counterparty A and further planned contact with Counterparty B.

On October 10, 2025, Bending Spoons S.p.A. delivered an updated non-binding indication of interest to Eventbrite (which we refer to as the October 10 indication of interest), with a proposed purchase price of $4.40 per share. As with the August 22 indication of interest, the October 10 indication of interest did not propose or reference any role for Ms. Hartz following the closing of any transaction or offer or reference any opportunity for Ms. Hartz to “roll over” some or all of her sale proceeds into Bending Spoons equity.

On October 11, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden present. The Transaction Committee discussed the October 10 indication

of interest, timing for next steps, and responses to the due diligence requests received from Bending Spoons. Ms. Hartz noted that Allen & Company had assisted in preparing a targeted list of potential buyers and strategic partners. It was noted that both potential strategic and financial buyers would be considered, including Counterparty A.

On October 15, 2025, the Eventbrite Board held a meeting, with members of Eventbrite’s senior management and representatives of Skadden present. The Eventbrite Board discussed Eventbrite’s long-range plan, taking into account underlying assumptions and certain considerations regarding Eventbrite’s financial projections.

On October 17, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden present. Ms. Hartz provided an update on the current status and timing of a potential transaction with Bending Spoons in connection with a discussion of the October 10 indication of interest. The Transaction Committee discussed updates to Eventbrite’s long-range plan. The Transaction Committee also confirmed that Allen & Company would be authorized to commence Eventbrite’s outreach process to other potential counterparties.

On October 20, 2025, the Eventbrite Board held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. Allen & Company provided an overview of selected terms of the October 10 indication of interest, including the proposed price per share offered therein and the expected outstanding commercial and other due diligence to be conducted by Bending Spoons and its advisors, and discussed with the Eventbrite Board certain preliminary financial information relating to Eventbrite. The Eventbrite Board discussed the October 10 indication of interest and, specifically, the proposed price per share offered therein. A consensus was reached that, while Bending Spoons historically had been disciplined on price, there could potentially be an opportunity to persuade Bending Spoons to increase its proposed price per share if Eventbrite made a counterproposal, indicating Eventbrite’s seriousness in potentially engaging in a transaction but at a significantly higher price than what Bending Spoons had proposed. The Eventbrite Board authorized the submission of a counterproposal with a revised proposed purchase price of $5.15 per share. The Eventbrite Board also agreed that, in support of achieving a higher price from Bending Spoons, the long-range plan could be shared with Bending Spoons. The Eventbrite Board also discussed that Allen & Company would commence outreach on behalf of Eventbrite to the previously identified potentially interested counterparties.

On October 21, 2025, in accordance with the Eventbrite Board’s directives, representatives of Allen & Company relayed Eventbrite’s counterproposal to representatives of Bending Spoons for a purchase price of $5.15 per share in cash for all outstanding Eventbrite shares.

Later on that same day, Mr. Ferrari spoke to a representative of Allen & Company and noted that, (i) while there may have been some room to increase Bending Spoons’ proposed price per share, Bending Spoons would remain disciplined on price, (ii) Bending Spoons’ proposed price per share offered a significant premium to the then-current Eventbrite share price, and (iii) Bending Spoons would not entertain a potential transaction at or near a price of $5.15 per share. A representative of Allen & Company encouraged Bending Spoons to review Eventbrite’s long-range plan and other incremental due diligence information in evaluating a potential increase in Bending Spoons’ proposed price per share.

From October 23, 2025 through October 25, 2025, Eventbrite provided Bending Spoons access to Eventbrite’s long-range plan and other relevant due diligence information. Eventbrite also began assembling a virtual data room to facilitate the due diligence process.

Between October 23, 2025 and November 9, 2025, in accordance with the Eventbrite Board’s directives, Allen & Company contacted thirteen (13) potential strategic buyers (including Counterparty C) and nine (9) potential financial buyers (including continuing prior conversations with Counterparty A and Counterparty B) regarding a potential acquisition of Eventbrite.

Between October 23, 2025 and November 19, 2025, in accordance with the directives of the Eventbrite Board, Allen & Company held introductory calls and meetings with several counterparties (including Counterparty A, Counterparty B and Counterparty C). During this period, Eventbrite entered into confidentiality agreements regarding a potential transaction with seven (7) counterparties (including Counterparty A and Counterparty C) and provided virtual data room access to six (6) counterparties (including Counterparty A and Counterparty C).

On October 30, 2025, in response to Eventbrite’s counterproposal, Eventbrite received a further revised, non-binding indication of interest (which we refer to as the October 30 indication of interest) (which again did not propose or reference any role for Ms. Hartz following the closing of any transaction or offer or reference an opportunity

for Ms. Hartz to “roll over” some or all of her sale proceeds to acquire Bending Spoons equity), along with accompanying transaction process materials and due diligence request lists, from Bending Spoons S.p.A. and its outside legal counsel, Simpson Thacher & Bartlett LLP, which we refer to as Simpson Thacher. Bending Spoons had increased its purchase price to $4.50 per share and indicated its desire to complete confirmatory due diligence and move quickly towards the signing of an acquisition agreement and announcement thereof.

On October 31, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. Allen & Company provided an overview of the October 30 indication of interest. The Transaction Committee discussed various considerations regarding the proposed purchase price contained therein and likelihood of Bending Spoons improving its offer. The Transaction Committee agreed that, to obtain the highest value for Eventbrite, continuation with a competitive process would be required. Allen & Company provided an update on Eventbrite’s current outreach process to prospective counterparties (including strategic and financial buyers), and the potential interest from Counterparty A and another financial buyer. A consensus was developed to continue to engage with Bending Spoons based on the October 30 indication of interest. The Transaction Committee also determined to accelerate engagement with other interested counterparties to ensure a competitive process.

On November 3, 2025, Eventbrite provided virtual data room access to Bending Spoons and Simpson Thacher. During the following days, representatives of Bending Spoons and Eventbrite, together with their respective advisors, engaged in numerous discussions regarding due diligence matters and exchanged relevant Eventbrite information. As part of this process, Eventbrite made additional documents available to Bending Spoons and its advisors on a rolling basis.

On November 5, 2025, representatives of Counterparty A provided an update to representatives of Allen & Company following Counterparty A’s review of the initial virtual data room materials provided by Eventbrite, expressing uncertainty as to whether Counterparty A could submit a bid at a meaningful premium to Eventbrite’s then-current stock price. Representatives of Counterparty A did not provide, request or reference any specific purchase price. Following this update, Counterparty A withdrew from the process on November 6, 2025.

On November 6, 2025, in accordance with the Transaction Committee’s directives, representatives of Allen & Company contacted representatives of Counterparty B and held an introductory call the following day on November 7, 2025.

On November 7, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. Allen & Company provided a status update on the transaction process timeline with Bending Spoons, and an update on Eventbrite’s outreach process to potential strategic and financial buyers. The Transaction Committee discussed that an indication on value would need to be received from other counterparties in short order to provide a competitive alternative to Bending Spoons’ proposal, and due diligence and negotiations with representatives of Bending Spoons and its advisors would be prioritized.

Also on November 7, 2025, representatives of Bending Spoons spoke with representatives of Allen & Company to align on transaction timing, and Bending Spoons indicated its goal of signing by the end of November 2025. In connection with this timeline, representatives of Bending Spoons disclosed that Bending Spoons was planning to launch a term loan on December 1, 2025 and wanted to announce the acquisition of Eventbrite beforehand.

On November 10, 2025, representatives of Skadden held an introductory call with representatives of Simpson Thacher to discuss the transaction process and the status of initial drafts of the key agreements.

On November 11, 2025, in accordance with the Eventbrite Board’s directives, representatives of Allen & Company provided Eventbrite’s process letter to five (5) potential counterparties (including Counterparty C) that were actively engaged in the process at the time, requesting indication of interest submissions by November 18, 2025.

Also on November 11, 2025, Ms. Hartz met with representatives of Counterparty B to discuss Eventbrite’s business.

Between November 13, 2025 and November 21, 2025, Eventbrite held management presentations and follow-up due diligence discussions with multiple potential counterparties, including Counterparty C.

On November 14, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. Allen & Company provided an update on the transaction timeline and due diligence process with Bending Spoons, followed by an update on Eventbrite’s broader outreach process to potential strategic and financial buyers, noting that several counterparties were actively considering

the proposed transaction and virtual data room access had been provided to those parties that had signed confidentiality agreements with Eventbrite. A representative of Skadden then provided a status update and next steps for the initial draft of the merger agreement. The Transaction Committee discussed key negotiation points and asked about further indications from Bending Spoons on purchase price. Allen & Company noted that Bending Spoons had not revisited its proposed purchase price in the October 30 indication of interest. The Transaction Committee also discussed the target signing date of November 30, 2025 proposed by Bending Spoons, and planned to revisit this timing during the week of November 17, 2025, once there was more certainty regarding other counterparties’ interest in pursuing a potential transaction with Eventbrite. Afterwards, the Transaction Committee authorized Skadden to share the initial draft of the merger agreement with Simpson Thacher. Following the meeting, representatives of Skadden sent an initial draft of the merger agreement to representatives of Simpson Thacher.

Also on November 14, 2025, representatives of Counterparty B indicated to representatives of Allen & Company that Counterparty B did not have sufficient capital to fund an acquisition or the ability to meet the potential transaction timing. Counterparty B withdrew from the process on November 14, 2025.

On November 18, 2025, Counterparty C submitted a non-binding indication of interest to the Eventbrite Board, proposing to acquire one hundred percent (100%) of the outstanding shares of Eventbrite at a price of $4.25 per share in cash. According to such indication of interest, Counterparty C would finance the merger consideration with a combination of balance sheet cash, equity capital and third-party debt financing. Counterparty C also indicated that it would require additional confirmatory due diligence prior to signing an acquisition agreement. Along with its non-binding indication of interest, Counterparty C also included a document outlining additional background information on Counterparty C and its perspective on a potential transaction with Eventbrite.

On November 19, 2025, the Transaction Committee held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. Allen & Company provided the latest status update on Eventbrite’s outreach process to potential counterparties, noting that, in addition to Bending Spoons, of the five (5) counterparties that had remained active in considering the proposed transaction and received Eventbrite’s process letter on November 11, 2025, only Counterparty C had delivered an indication of interest, and the other counterparties had declined or did not provide any indication of interest by the deadline of November 18, 2025. The Transaction Committee discussed Counterparty C’s proposal, including its all-cash proposal of $4.25 per share, its plan to finance the proposed transaction and the additional confirmatory due diligence required, as well as Counterparty C’s likely desire to enter into an exclusivity arrangement with Eventbrite. Allen & Company noted that, in conversations with Counterparty C, Counterparty C indicated that it had worked to provide a high-value proposal and, as such, it was questionable whether Counterparty C would increase its proposed purchase price materially, if at all. After further discussion, the Transaction Committee agreed to prioritize the transaction process with Bending Spoons, since Bending Spoons offered the highest price and most certainty from a financing perspective, while also encouraging Counterparty C to increase its proposed purchase price.

On November 20, 2025, in accordance with the Transaction Committee’s directives, representatives of Allen & Company contacted representatives of Bending Spoons to align on general signing timing, noting Bending Spoons’ stated interest in announcing the potential transaction before its anticipated term loan marketing was expected to commence at the beginning of December 2025.

Also on November 20, 2025, representatives of Skadden sent an initial draft of a voting and support agreement to be entered into between Bending Spoons and certain Eventbrite stockholders, including Ms. Hartz, Mr. Hartz and their respective trusts and holding entities, to representatives of Simpson Thacher. On that same day, representatives of Skadden and Simpson Thacher had a meeting to discuss the initial draft of the merger agreement and related documents. Representatives of Simpson Thacher expressed Bending Spoons’ desire for the parties to sign expeditiously, with a potential target date of November 30, 2025.

Additionally, on November 20, 2025, a representative of Sullivan & Cromwell LLP, Ms. Hartz’s outside legal counsel, which we refer to as S&C, contacted a representative of Skadden to discuss the proposed transaction.

On November 21, 2025, in accordance with the Transaction Committee’s directives, representatives of Allen & Company contacted representatives of Counterparty C regarding its indication of interest, noting that Counterparty C would need to increase its proposed purchase price for its proposal to be competitive.

Between November 21, 2025 and November 24, 2025, representatives of Simpson Thacher contacted representatives of Skadden to preview that Bending Spoons was considering making a proposal to Ms. Hartz,

potentially regarding an opportunity for her to “roll over” a portion of her equity interests in Eventbrite into Bending Spoons equity in connection with the merger. Representatives of Simpson Thacher also indicated that Bending Spoons was working towards a target signing date of November 30, 2025, with the desired timing being driven by the anticipated launch of Bending Spoons’ contemplated term loan marketing process, for which Bending Spoons desired to include disclosure of the signing of the merger agreement by Eventbrite and Bending Spoons.

On November 22, 2025, representatives of Simpson Thacher sent a revised draft of the merger agreement to representatives of Skadden.

On November 25, 2025, representatives of Counterparty C informed representatives of Allen & Company that Counterparty C had determined not to increase its proposal or provide a revised indication of interest and Counterparty C subsequently withdrew from the process. Following this discussion, Eventbrite was no longer engaged in active conversations with any other counterparty regarding a potential acquisition of Eventbrite or other strategic transaction, aside from Bending Spoons.

Also on November 25, 2025, representatives of Skadden and Simpson Thacher had a call during which representatives of Simpson Thacher indicated that representatives of Bending Spoons would like to make a proposal to Ms. Hartz in connection with the proposed transaction. Afterwards, representatives of Skadden and S&C had a call to discuss the conversation with representatives of Simpson Thacher regarding such potential proposal from Bending Spoons.

Following these discussions, on that same day, in anticipation of potentially forming a fully empowered special committee, depending on discussions that might be authorized by the Eventbrite Board to occur between Ms. Hartz and Bending Spoons, Eventbrite’s Associate General Counsel sent each member of the Transaction Committee a director independence questionnaire to confirm independence for purposes of becoming a member of the Special Committee, with respect to Ms. Hartz, Bending Spoons S.p.A. and each of their respective affiliates. Each of the members of the Transaction Committee completed and returned the completed director independence questionnaire by November 26, 2025, indicating that each member of the Transaction Committee was independent from both Ms. Hartz and Bending Spoons S.p.A. and their respective affiliates.

On November 26, 2025, representatives of Skadden, Simpson Thacher and S&C had a call to discuss a proposal from Bending Spoons for Ms. Hartz. The proposal provided that, among other things, Ms. Hartz would have the opportunity to invest in Bending Spoons S.p.A. with after-tax proceeds received in respect of her Eventbrite equity interests, at a valuation for Bending Spoons S.p.A. based on its most recent financing round. In addition, under such proposal, Ms. Hartz’s outstanding Eventbrite equity awards would be treated in a manner consistent with that negotiated by Eventbrite and Bending Spoons and applicable to the equity awards held by Eventbrite employees generally (inclusive of the cancellation of underwater stock options for no consideration).

Later on November 26, 2025, the Eventbrite Board held a meeting, with members of Eventbrite’s senior management and representatives of Skadden present. The Eventbrite Board considered the fact that at this stage in the process Bending Spoons was the only counterparty that continued to express interest and actively pursue a potential transaction with Eventbrite. A representative of Skadden provided the Eventbrite Board with an update on the status of discussions with Bending Spoons, including its proposal for Ms. Hartz. The Eventbrite Board then went into an executive session with only independent directors and representatives from Skadden in attendance. The Eventbrite Board discussed that, to date, Ms. Hartz had not engaged in any discussions with any representatives of Bending Spoons regarding any special treatment for her in connection with the transaction (other than the email correspondence sent by Mr. Ferrari to Ms. Hartz on July 16, 2025, the substance of which had not been discussed by Ms. Hartz and any representative of Bending Spoons between July 16, 2025 and November 26, 2025), and Ms. Hartz had not made any determination as to whether she would be interested in Bending Spoons’ proposal or the terms thereof. In light of Bending Spoons’ request for a discussion with Ms. Hartz regarding Bending Spoons’ proposal for Ms. Hartz and to facilitate advancing the transaction with Bending Spoons that it viewed as an attractive transaction and potentially the best outcome for Eventbrite’s public stockholders, the Transaction Committee unanimously authorized Ms. Hartz to begin discussions with Bending Spoons in her personal capacity. The Eventbrite Board also determined that, given the interests held by Ms. Hartz in Eventbrite and Ms. Hartz’s desire to engage with Bending Spoons in her personal capacity regarding her treatment under the proposed transaction, it was prudent and in the best interests of Eventbrite to establish and appoint a special committee of the Eventbrite Board (which we refer to as the Special Committee) and to reconstitute the Transaction Committee for that purpose.

During this meeting on November 26, 2025, the Eventbrite Board unanimously approved the formation of the Special Committee with the full and exclusive power, authority and discretion of the Eventbrite Board regarding the potential transaction to, among other things, (i) evaluate alternatives to such potential transaction, including alternative acquirors and external opportunities; (ii) establish, approve, modify, monitor and direct the process for the negotiation, review and evaluation of such potential transaction and any alternative transactions; (iii) propose and negotiate terms with respect to such potential transaction; (iv) determine whether such potential transaction is advisable and fair to, and in the best interests of, Eventbrite and its stockholders; (v) reject or approve such potential transaction; and (vi) take such other actions as the Special Committee may deem to be necessary or appropriate for the Special Committee to discharge its duties.

On that same day on November 26, 2025, representatives of Skadden sent a revised draft of the merger agreement to representatives of Simpson Thacher.

On November 27, 2025, the Special Committee engaged Richards, Layton & Finger, P.A., as its outside counsel, which we refer to as RLF.

On that same day on November 27, 2025, Ms. Hartz and Mr. Ferrari had a call, with Eventbrite’s General Counsel and a representative of Allen & Company present, regarding Bending Spoons’ post-closing plans for Eventbrite and contemplated approach during an initial period post-closing, as well as certain product and business ideas to drive future growth after the closing of the merger. No proposals or references to any potential equity rollover or investment opportunity for Ms. Hartz were discussed on this call.

Also on November 27, 2025, representatives of Simpson Thacher and S&C had a call to discuss Ms. Hartz’s response to the Bending Spoons’ proposal that representatives of Skadden, Simpson Thacher and S&C had discussed during a call held on November 26, 2025, as discussed above. During this discussion on November 27, 2025, a representative of S&C explained that Ms. Hartz wanted to roll over her out-of-the-money options to purchase shares of Eventbrite (which we refer to as Ms. Hartz’s Eventbrite stock options) into options to purchase shares of Bending Spoons S.p.A. in a tax favorable manner, with the remainder of her outstanding Eventbrite equity awards treated in a manner commensurate with that applicable to other outstanding Eventbrite equity awards held by Eventbrite’s employees generally.

On November 28, 2025, representatives of Simpson Thacher and S&C had further discussions regarding the mechanics potentially required to implement a rollover of Ms. Hartz’s Eventbrite stock options, per her proposal from the previous day.

Also on November 28, 2025, the Special Committee held two (2) meetings, with members of Skadden, Allen & Company and RLF present at each meeting. Representatives of Skadden provided an update on the transaction status, including discussions involving Ms. Hartz and Bending Spoons between their respective outside counsel.

On that same day, representatives of Simpson Thacher sent a revised draft of the voting and support agreement to representatives of Skadden. Over the next few days, representatives of Skadden, Simpson Thacher and S&C negotiated the terms of the voting and support agreement.

On November 29, 2025, representatives of Simpson Thacher and S&C had additional discussions regarding the treatment of Ms. Hartz’s Eventbrite stock options. A representative of Simpson Thacher explained that Bending Spoons was not amenable to a tax favorable rollover of Ms. Hartz’s outstanding Eventbrite stock options as she had proposed, but was willing to agree to a cashout of such awards (all of which were underwater based on the proposed purchase price of $4.50 per share) based on a Black-Scholes valuation. Later on that same day, Ms. Hartz and representatives of Bending Spoons, Simpson Thacher and S&C continued to discuss the feasibility of a rollover of Ms. Hartz’s Eventbrite stock options and/or other Eventbrite equity interests on a tax favorable basis. A representative of S&C also contacted representatives of RLF and formally requested, on behalf of Ms. Hartz, reimbursement of fees and expenses incurred by Ms. Hartz’s legal and tax advisors in connection with the merger (which we refer to as Ms. Hartz’s expense reimbursement).

Also on November 29, 2025, representatives of Simpson Thacher sent a revised draft of the merger agreement to representatives of Skadden. Over the next few days, representatives of Skadden and Simpson Thacher negotiated the terms of the merger agreement and related documentation.

Additionally on November 29, 2025, the Special Committee held three (3) meetings, with representatives of Skadden present for two (2) of the meetings, and representatives of Allen & Company and RLF present for all three (3) meetings. At

these meetings, the Special Committee was provided with updates on the transaction status, including ongoing discussions involving Bending Spoons and Ms. Hartz between their respective outside counsel. Allen & Company also provided for the Eventbrite Board and the Special Committee updated information regarding its material investment banking relationships with Eventbrite and Bending Spoons during the approximate prior two (2)-year period, which updated information was consistent with Allen & Company’s prior material relationships disclosure to the Eventbrite Board. During the third (3^rd) meeting, the Special Committee expressed its support for providing Ms. Hartz’s requested expense reimbursement (up to a specified maximum aggregate amount) in furtherance of reaching a definitive agreement on the potential transaction, and representatives of RLF subsequently conveyed to representatives of S&C that the Special Committee was prepared to approve Ms. Hartz’s expense reimbursement request.

In addition to the meetings on November 29, 2025, the Special Committee also convened two (2) meetings on November 30, 2025 and two (2) additional meetings on December 1, 2025, with representatives of Skadden, Allen & Company and RLF present at each meeting. The Special Committee was informed of the latest developments in the negotiations by representatives of Skadden and Allen & Company, actively discussed such developments, and evaluated the proposed transaction to determine whether it was in the best interests of Eventbrite and its stockholders.

On November 30, 2025, a representative of S&C communicated to a representative of Simpson Thacher that Ms. Hartz would accept Bending Spoons’ proposed cashout of her Eventbrite stock options based on a Black-Scholes valuation (which was consistent with the same treatment offered by Bending Spoons to all holders of underwater Eventbrite stock options) and would forego her request for a tax favorable rollover of any of her Eventbrite equity interests so long as Bending Spoons agreed that all outstanding Eventbrite performance stock units would be cashed out assuming achievement of applicable performance metrics at “target” levels of performance (or actual for completed performance periods, if greater). Bending Spoons indicated that it was amenable to the treatment of the outstanding Eventbrite performance stock units as proposed by Ms. Hartz, and together with representatives of S&C, Ms. Hartz reviewed the terms of a reinvestment letter (which we refer to as the reinvestment letter) sent by representatives of Simpson Thacher to representatives of S&C on November 30, 2025, that would govern the terms of Ms. Hartz’s after-tax investment opportunity in Bending Spoons S.p.A. as previously discussed by the parties.

Also on November 30, 2025, the Eventbrite Board subsequently held a meeting, with members of Eventbrite’s senior management and representatives of Skadden and Allen & Company present. The Eventbrite Board discussed updates on various workstreams underway with respect to the proposed transaction. A representative of Skadden summarized the status of negotiations between Ms. Hartz and representatives of Bending Spoons, and the Eventbrite Board discussed timing for signing.

On December 1, 2025, the Eventbrite Board held a meeting, with members of Eventbrite’s senior management and representatives of Skadden, Allen & Company and RLF present. Representatives of Skadden provided an update on the proposed transaction, noting that the negotiations of the definitive merger agreement and related documentation were substantively complete, but the documents had not been fully signed off by all parties. Representatives of Skadden also noted that Ms. Hartz and Bending Spoons were in alignment that Ms. Hartz would have an opportunity to make an investment in Bending Spoons S.p.A. with the after-tax proceeds received for her Eventbrite equity interests as a result of the consummation of the potential transaction at a valuation for Bending Spoons S.p.A. based on its most recent financing round, but she would not otherwise be entitled to “roll over” any equity in Eventbrite in a tax-favorable manner, would not have any role in Eventbrite, Bending Spoons or any of their respective affiliates after the closing of the merger and would not otherwise receive any non-pro rata benefit arising out of or in connection with the merger not shared by or made available to other Eventbrite public stockholders (other than the expense reimbursement described above). Allen & Company provided an overview of the background of the merger throughout the past several weeks, including a summary of the negotiations with Bending Spoons and prior outreach to additional potential counterparties. Allen & Company also reviewed with the Eventbrite Board a summary of the financial terms of the proposed transaction and Allen & Company’s financial analysis of the $4.50 per share cash consideration provided for in the merger agreement. Representatives of Skadden also presented a detailed overview of the merger agreement and related documentation for the proposed transaction.

Following the conclusion of the Eventbrite Board meeting, also on December 1, 2025, the Special Committee met in an executive session, with representatives of RLF present, to discuss the proposed transaction terms, including those negotiated between Ms. Hartz and Bending Spoons and their respective outside counsel.

Later that evening on December 1, 2025, the Eventbrite Board held another meeting, with members of Eventbrite’s senior management and representatives of Skadden, Allen & Company and RLF present. Representatives from Skadden

provided an update that the definitive merger agreement and all related signing documentation had been fully finalized by all parties, and there had been no material changes to such documentation since the prior meeting of the Eventbrite Board. After discussion and at the request of the Eventbrite Board, Allen & Company rendered an oral opinion, confirmed by delivery of a written opinion, dated December 1, 2025, to the Eventbrite Board to the effect that, as of such date and based on and subject to the various assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken as set forth in such opinion, the merger consideration to be received by holders of Eventbrite shares (other than, as applicable, holders of Eventbrite shares who execute a voting and support agreement in connection with the merger, Bending Spoons S.p.A., Bending Spoons, Merger Sub, and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The Special Committee then had a separate session with representatives of RLF and unanimously (i) determined that the terms of the merger agreement, the voting and support agreement, the reinvestment letter and the merger and the other transactions contemplated by the merger agreement and such other agreements, are fair to and in the best interests of Eventbrite and the Eventbrite stockholders; (ii) approved and declared it advisable that Eventbrite enters into the merger agreement and the transactions contemplated by the merger agreement; (iii) recommended that the Eventbrite Board declares it advisable that Eventbrite enters into the merger agreement and the transactions contemplated by the merger agreement; (iv) recommended that the Eventbrite Board authorize, approve, and adopt the merger agreement and the transactions contemplated by the merger agreement; (v) deemed it advisable and in the best interest of Eventbrite and the Eventbrite stockholders to authorize, approve, and adopt the voting and support agreement, the reinvestment letter, the expense reimbursement, and the transactions contemplated by each of the foregoing; and (vi) determined that the voting and support agreement, the reinvestment letter, the expense reimbursement, and the transactions contemplated by each of the foregoing are authorized, approved, and adopted in all respects.

The Eventbrite Board, members of Eventbrite’s senior management and representatives of Skadden, Allen & Company and RLF reconvened the meeting of the Eventbrite Board. A representative of the Special Committee noted that the Special Committee had convened and unanimously recommended that the Eventbrite Board approve the proposed transaction. After additional discussions, the Eventbrite Board, having carefully reviewed and considered the merger agreement, the voting and support agreement, the merger and the other transactions contemplated by the merger agreement, among other related matters, unanimously (i) determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement, are fair to and in the best interests of Eventbrite and the Eventbrite stockholders; (ii) adopted, approved and declared advisable the execution, delivery and performance of the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) approved, authorized and declared advisable the consummation by Eventbrite of the merger and the other transactions contemplated by the merger agreement; (iv) resolved to recommend that Eventbrite stockholders vote in favor of the adoption and approval of the merger agreement, the merger and other transactions contemplated by the merger agreement; and (v) resolved to submit the merger agreement to Eventbrite stockholders for adoption at a duly held meeting of such stockholders.

Following the Eventbrite Board meeting on the evening of December 1, 2025, Eventbrite, Bending Spoons and Merger Sub executed the merger agreement, and Bending Spoons and certain Eventbrite stockholders executed the voting and support agreement.

Prior to the market opening on December 2, 2025, Bending Spoons S.p.A. and Eventbrite issued a joint press release announcing the signing of the merger agreement, and Eventbrite filed a Current Report on Form 8-K announcing its entry into the merger agreement.

Recommendation of the Eventbrite Board of Directors to Adopt the Merger Agreement, thereby Approving the Transactions Contemplated by the Merger Agreement.

On December 1, 2025, the Eventbrite Board, after considering the unanimous recommendation of the Special Committee and various factors described below, unanimously (i) determined that the terms of the merger agreement, the merger and the other transactions contemplated by the merger agreement are fair to and in the best interests of Eventbrite and its stockholders; (ii) adopted, approved and declared advisable the execution, delivery and performance of the merger agreement, the merger and the other transactions contemplated by the merger agreement; (iii) approved, authorized and declared advisable the consummation by Eventbrite of the transactions contemplated by the merger

agreement; (iv) resolved to recommend that Eventbrite stockholders vote in favor of the adoption and approval of the merger agreement, the merger and other transactions contemplated by the merger agreement; and (v) resolved to submit the merger agreement to Eventbrite stockholders for adoption at a duly held meeting of such stockholders.

The Eventbrite Board of Directors unanimously recommends that you vote “FOR” the proposal to adopt the merger agreement, thereby approving the transactions contemplated by the merger agreement, including the merger.

In recommending that Eventbrite’s stockholders vote in favor of the merger proposal, the Eventbrite Board considered a number of potentially positive factors, including, but not limited to, the following (which factors are not necessarily presented in order of relative importance):

The Eventbrite Board also considered and balanced against the potentially positive factors a number of uncertainties, risks and other potentially negative factors in its deliberations concerning the merger and the other transactions contemplated by the merger agreement, including, but not limited to, the following (not necessarily in order of relative importance):

After taking into account all of the factors set forth above, as well as others, the Eventbrite Board concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the merger were outweighed by the potential benefits of the merger to Eventbrite’s stockholders.

The foregoing discussion of factors considered by the Eventbrite Board is not intended to be exhaustive, but summarizes the material factors considered by the Eventbrite Board. In light of the variety of factors considered in connection with its evaluation of the merger agreement and the merger, the Eventbrite Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determinations and recommendations. Moreover, each member of the Eventbrite Board applied his or her own personal business judgment to the process and may have given different weight to different factors. The Eventbrite Board did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Eventbrite Board based its recommendations on the totality of the information presented, including discussions with Eventbrite senior management and legal and financial advisors. It should be noted that this explanation of the reasoning of the Eventbrite Board and certain information presented in this section is forward-looking in nature and should be read in light of the factors set forth in the section entitled “Forward-Looking Statements” beginning on page 20.

Eventbrite has engaged Allen & Company as Eventbrite’s financial advisor in connection with the merger. As part of this engagement, Eventbrite requested that Allen & Company render an opinion to the Eventbrite Board regarding the fairness, from a financial point of view, of the merger consideration to be received by holders of Eventbrite shares pursuant to the merger agreement. On December 1, 2025, at a meeting of the Eventbrite Board held to evaluate the merger, Allen & Company rendered an oral opinion, which was confirmed by delivery of a written opinion dated December 1, 2025, to the Eventbrite Board to the effect that, as of that date and based on and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken described in its opinion, the merger consideration to be received by holders of Eventbrite shares (other than, as applicable, holders of Eventbrite shares who execute a voting and support agreement in connection with the merger, Bending Spoons S.p.A., Bending Spoons, Merger Sub, and their respective affiliates) pursuant to the merger agreement was fair, from a financial point of view, to such holders.

The full text of Allen & Company’s written opinion, dated December 1, 2025, which describes the assumptions made, procedures followed, matters considered and qualifications and limitations on the review undertaken, is attached to this proxy statement as Annex C and is incorporated by reference herein in its entirety. The description of Allen & Company’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Allen & Company’s opinion. Allen & Company’s opinion and advisory services were intended for the benefit and use of the Eventbrite Board or committee thereof (in their capacity as such) in connection with an evaluation of the merger consideration from a financial point of view and did not address any other terms, aspects or implications of the merger. Allen & Company’s opinion did not constitute a recommendation as to the course of action that Eventbrite (or the Eventbrite Board or any committee thereof) should pursue in connection with the merger or otherwise address the merits of the underlying decision by Eventbrite to engage in the merger, including in comparison to other strategies or transactions that might be available to Eventbrite or which Eventbrite might engage in or consider. Allen & Company’s opinion does not constitute advice or a recommendation to any securityholder or other person as to how to vote or act on any matter relating to the merger or otherwise.

Allen & Company’s opinion reflected and gave effect to Allen & Company’s general familiarity with Eventbrite and the industry in which Eventbrite operates as well as information that Allen & Company received during the course of its assignment, including information provided by the management of Eventbrite in the course of discussions relating to the merger as more fully described below. In arriving at its opinion, Allen & Company neither conducted a physical inspection of the properties or facilities of Eventbrite or any other entity nor made or obtained any evaluations or appraisals of the assets or liabilities (contingent, accrued, derivative, off-balance sheet or otherwise) of Eventbrite or any other entity, or conducted any analysis concerning the solvency or fair value of Eventbrite, Bending Spoons S.p.A., Bending Spoons, Merger Sub or any other entity. Allen & Company did not investigate, and expressed no opinion or view regarding any actual or potential litigation, proceedings or claims involving or impacting Eventbrite or any other entity and Allen & Company assumed, with Eventbrite’s consent, that there would be no developments with respect to any such matters that would be meaningful in any respect to its analyses or opinion.

In arriving at its opinion, Allen & Company, among other things:

In rendering its opinion, Allen & Company relied upon and assumed, with Eventbrite’s consent and without independent verification, the accuracy and completeness of all of the financial, legal, regulatory, tax, accounting and other information available to Allen & Company from public sources, provided to or discussed with Allen & Company by the management and other representatives of Eventbrite or otherwise reviewed by Allen & Company. With respect to the financial forecasts, estimates and other financial and operating data relating to Eventbrite that Allen & Company was directed to utilize for purposes of its analyses and opinion, Allen & Company was advised by the management of Eventbrite and Allen & Company assumed, at Eventbrite’s direction, that such financial forecasts, estimates and other financial and operating data were reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management as to, and were an appropriate basis upon which to evaluate, the future financial and operating performance of Eventbrite and the other matters covered thereby. Allen & Company expressed no opinion or view as to any financial forecasts, estimates or other financial or operating data or the assumptions on which they were based.

Allen & Company relied, at Eventbrite’s direction, upon the assessments of the management of Eventbrite as to, among other things, (i) the potential impact on Eventbrite of certain market, competitive, technological, seasonal, macroeconomic, geopolitical and other conditions, trends and developments in and prospects for, and governmental, regulatory and legislative policies and matters relating to or otherwise affecting, the event management and ticketing industry, (ii) the potential impact of artificial intelligence on Eventbrite’s business, (iii) Eventbrite’s owned or licensed technology, intellectual property and proprietary rights, and associated risks, and (iv) existing and future agreements and arrangements involving, and the ability to attract, retain and/or replace, key employees, event creators, consumers,

advertisers, third-party distribution partners, third-party payment or other providers and other commercial relationships. With Eventbrite’s consent, Allen & Company assumed that there would be no developments with respect to any such matters that would have an adverse effect on Eventbrite or the merger or that otherwise would be meaningful in any respect to its analyses or opinion.

Further, Allen & Company’s opinion was necessarily based on economic, monetary, market and other conditions as in effect on, and the information made available to Allen & Company as of, the date of its opinion. It should be understood that subsequent developments may affect the conclusion expressed in Allen & Company’s opinion and that Allen & Company assumed no responsibility for advising any person of any change in any matter affecting Allen & Company’s opinion or for updating or revising its opinion based on circumstances or events occurring after the date of such opinion. As the Eventbrite Board was aware, the credit, financial and stock markets, the industry in which Eventbrite operates and the securities of Eventbrite have experienced and may continue to experience volatility and disruptions and Allen & Company expressed no opinion or view as to any potential effects of such volatility or disruptions on Eventbrite or the merger.

Allen & Company assumed, with Eventbrite’s consent, that the merger would be consummated in accordance with its terms and in compliance with all applicable laws, documents and other requirements, without waiver, modification or amendment of any material term, condition or agreement, and that, in the course of obtaining the necessary governmental, regulatory or third party approvals, consents, releases, waivers, decrees and agreements for the merger, no delay, limitation, restriction or condition, including any divestiture or other requirements or remedies, amendments or modifications, would be imposed or occur that would have an adverse effect on Eventbrite or the merger or that otherwise would be meaningful in any respect to Allen & Company’s analyses or opinion. In addition, Allen & Company assumed, with Eventbrite’s consent, that the final executed merger agreement would not differ from the execution version reviewed by Allen & Company in any respect meaningful to its analyses or opinion.

Allen & Company’s opinion was limited to the fairness, from a financial point of view and as of the date of such opinion, of the merger consideration (to the extent expressly specified in such opinion), treating shares of Class A common stock and Class B common stock as a single class of economically equivalent securities without regard to individual circumstances of specific holders of Eventbrite shares (whether by virtue of control, voting or consent, liquidity, contractual arrangements or otherwise) that may distinguish such holders or the securities of Eventbrite held by such holders, and Allen & Company’s opinion did not in any way address proportionate allocation or relative fairness among such holders, holders of any other securities of Eventbrite or otherwise. Allen & Company’s opinion also did not address any other terms, aspects or implications of the merger, including, without limitation, the form or structure of the merger, any voting and support agreement or any other agreements, arrangements or understandings entered into in connection with, related to or contemplated by the merger or otherwise. Allen & Company expressed no opinion or view as to the fairness, financial or otherwise, of the amount, nature or any other aspect of any compensation or other consideration payable to any officers, directors or employees of any party to the merger or any related entities, or any class of such persons or any other party, relative to the merger consideration or otherwise. Allen & Company did not express any opinion or view as to the prices at which Eventbrite shares or any other securities of Eventbrite may trade or otherwise be transferable at any time, including following announcement or consummation of the merger. In addition, Allen & Company expressed no opinion or view with respect to accounting, tax, regulatory, legal or similar matters, including, without limitation, as to tax or other consequences of the merger or otherwise or changes in, or the impact of, accounting standards, tax and other laws, regulations and governmental and legislative policies affecting Eventbrite or the merger, and Allen & Company relied, at Eventbrite’s direction, upon the assessments of representatives of Eventbrite as to such matters. Allen & Company’s opinion did not constitute a recommendation as to the course of action that Eventbrite (or the Eventbrite Board or any committee thereof) should pursue in connection with the merger or otherwise address the merits of the underlying decision by Eventbrite to engage in the merger, including in comparison to other strategies or transactions that might be available to Eventbrite or which Eventbrite might engage in or consider.

In connection with its opinion, Allen & Company performed a variety of financial and comparative analyses, including those described below. The summary of the analyses below and certain factors considered is not a comprehensive description of all analyses undertaken or factors considered by Allen & Company. The preparation of a financial opinion or analysis is a complex process involving various determinations as to the most appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances and, therefore, a financial opinion and analyses are not readily susceptible to summary description. Allen & Company arrived at its opinion based on the results of all analyses undertaken and assessed as a whole, and did not draw, in

isolation, conclusions from or with regard to any one factor or method of analysis. Accordingly, Allen & Company believes that the analyses and factors summarized below must be considered as a whole and in context. Allen & Company further believes that selecting portions of the analyses and factors or focusing on information presented in tabular format, without considering all analyses and factors or the narrative description of the analyses and factors, could create a misleading or incomplete view of the processes underlying Allen & Company’s analyses and opinion.

In performing its financial analyses, Allen & Company considered industry performance, general business and economic, market and financial conditions and other matters existing as of the date of its opinion, many of which are beyond the control of Eventbrite. No company, business or transaction reviewed is identical or directly comparable to Eventbrite, its businesses or the merger and an evaluation of these analyses is not entirely mathematical; rather, the analyses involve complex considerations and judgments concerning financial and operating characteristics and other factors that could affect the public trading, acquisition or other values of the companies, businesses or transactions reviewed. The assumptions and estimates of the future performance of Eventbrite in or underlying Allen & Company’s analyses and the implied reference ranges derived from any particular analysis are not necessarily indicative of actual values or actual future results, which may be significantly more or less favorable than those estimates or those suggested by such analyses. These analyses were prepared solely as part of Allen & Company’s analysis of the fairness, from a financial point of view, of the merger consideration and were provided to the Eventbrite Board in connection with the delivery of Allen & Company’s opinion. The analyses do not purport to be appraisals or to reflect the prices at which a company might actually be sold or the prices at which any securities have traded or may trade at any time in the future. Accordingly, the assumptions and estimates used in, and the reference ranges resulting from, any particular analysis described below are inherently subject to substantial uncertainty and should not be taken as the views of Allen & Company regarding the actual value of Eventbrite.

Allen & Company did not recommend that any specific consideration constituted the only appropriate consideration in the merger. The type and amount of consideration payable in the merger were determined through negotiations between Eventbrite and Bending Spoons, rather than by any financial advisor, and were approved by the Eventbrite Board. The decision to enter into the merger agreement was solely that of the Eventbrite Board. Allen & Company’s opinion and analyses were only one of many factors considered by the Eventbrite Board in its evaluation of the merger and the merger consideration and should not be viewed as determinative of the views of the Eventbrite Board or management with respect to the merger or the consideration payable in the merger.

The summary of the financial analyses described in this section “—Financial Analyses” is a summary of the material financial analyses provided by Allen & Company in connection with its opinion, dated December 1, 2025, to the Eventbrite Board. The summary set forth below is not a comprehensive description of all analyses undertaken by Allen & Company in connection with its opinion, nor does the order of the analyses in the summary below indicate that any analysis was given greater weight than any other analysis. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses performed by Allen & Company, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses performed by Allen & Company. Considering the data set forth in the tables below without considering the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the financial analyses performed by Allen & Company. Future results may differ from those described and such differences may be material. For purposes of the financial analyses described below, the term “Adjusted EBITDA” means earnings before interest, taxes, depreciation and amortization, excluding the impact of stock-based compensation expense and adjusted for certain one-time non-recurring items, as applicable.

Selected Public Companies Analysis. Allen & Company reviewed certain publicly available financial and stock market information relating to Eventbrite and the following eleven (11) selected publicly traded companies with operations in the ticketing, event management and technology industries that Allen & Company considered generally relevant for purposes of its analysis (which we refer to collectively as the selected companies):

Allen & Company reviewed, among other information, enterprise values, calculated as implied equity values based on closing stock prices on November 28, 2025, plus total debt and non-controlling interests (as applicable) and less cash and cash equivalents (net of accounts payable to creators and funds receivable, as applicable), unconsolidated assets and the estimated present value of Federal net operating losses (as applicable), as a multiple of calendar year 2026 and calendar year 2027 estimated Adjusted EBITDA. Financial and other data of the selected companies were based on publicly available Wall Street research analysts’ estimates, public filings and other publicly available information. Financial and other data of Eventbrite was based on financial forecasts, public filings and other information provided by the management of Eventbrite.

The overall low to high calendar year 2026 and calendar year 2027 estimated Adjusted EBITDA multiples observed in the selected companies were 4.6x to 13.7x (with a median of 9.6x) and 3.6x to 12.2x (with a median of 7.3x), respectively. Allen & Company applied selected ranges of calendar year 2026 and calendar year 2027 estimated Adjusted EBITDA multiples of 10.0x to 13.0x and 9.0x to 11.5x, respectively, derived from the selected companies to corresponding data of Eventbrite based on financial forecasts and other information provided by Eventbrite management. This analysis indicated the following approximate implied equity value per share reference ranges for Eventbrite, as compared to the merger consideration:

Selected Precedent Transactions Analysis. Using publicly available information, Allen & Company reviewed financial data relating to the following eight (8) selected transactions involving target companies with operations in the ticketing, event management and technology industries that Allen & Company considered generally relevant for purposes of its analysis (which we refer to collectively as the selected transactions):

Allen & Company reviewed, among other information and to the extent publicly available, transaction values of the selected transactions, calculated as the enterprise values implied for the target companies involved in the selected transactions based on the consideration paid or payable in the selected transactions, as a multiple of next 12 months estimated Adjusted EBITDA of the target company as of the last trading day prior to the announcement date of such applicable transaction (or, in the case of a transaction involving market rumors, the unaffected stock price date). Financial and other data for the selected transactions were based on publicly available Wall Street research analysts’

estimates, public filings and other publicly available information. Financial and other data of Eventbrite was based on financial forecasts, public filings and other information provided by the management of Eventbrite.

The overall low to high next 12 months estimated Adjusted EBITDA multiples observed for the selected transactions were 8.2x to 20.3x (with a median of 13.1x). Allen & Company applied a selected range of next 12 months estimated Adjusted EBITDA multiples of 14.0x to 18.0x derived from the selected transactions to the next 12 months (as of September 30, 2025) estimated Adjusted EBITDA of Eventbrite based on financial forecasts and other information provided by Eventbrite management. This analysis indicated the following approximate implied equity value per share reference range for Eventbrite, as compared to the merger consideration:

Discounted Cash Flow Analysis. Allen & Company performed a discounted cash flow analysis of Eventbrite by calculating, based on financial forecasts and other information provided by Eventbrite management, the estimated present value of the standalone unlevered, after-tax free cash flows that Eventbrite was forecasted to generate during the fiscal years ending December 31, 2025 through December 31, 2035. For purposes of this analysis, Eventbrite’s Federal net operating losses were taken into account and stock-based compensation was treated as a cash expense. Implied terminal values of Eventbrite were derived by applying to Eventbrite’s normalized unlevered, after-tax free cash flow for the fiscal year ending December 31, 2035 a selected range of perpetuity growth rates of 2.0% to 3.0%. The present values (as of September 30, 2025) of the cash flows and terminal values were then calculated using a selected range of discount rates of 11.0% to 13.0%. This analysis indicated the following approximate implied equity value per share reference range for Eventbrite, as compared to the merger consideration:

Allen & Company observed certain additional information that was not considered as part of its financial analyses for its opinion but was noted for informational reference only, including the following:

Eventbrite has agreed to pay Allen & Company for its financial advisory services to Eventbrite in connection with the merger an aggregate cash fee of approximately $20 million, of which a portion was payable upon delivery of Allen & Company’s opinion and approximately $17 million is payable contingent upon consummation of the merger. Eventbrite also has agreed to reimburse Allen & Company’s expenses and to indemnify Allen & Company and related parties against certain liabilities, including liabilities under the federal securities laws, arising out of its engagement.

Eventbrite selected Allen & Company as Eventbrite’s financial advisor in connection with the merger based on, among other things, Allen & Company’s reputation, experience and familiarity with Eventbrite’s business and industry. Allen & Company, as part of its investment banking business, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, private placements and related financings, negotiated underwritings, secondary distributions of listed and unlisted securities, and valuations for corporate and other purposes. As the Eventbrite Board was aware, although as of, and during the approximately two (2)-year period prior to, the date of its opinion Allen & Company had not provided investment banking services to Eventbrite unrelated to the merger for which Allen & Company received compensation, Allen & Company in the future may provide such services to Eventbrite and/or its affiliates for which Allen & Company would expect to receive compensation. As the Eventbrite Board also was aware, although Allen & Company is not providing investment banking services to Bending Spoons or

Bending Spoons S.p.A. during the pendency of the merger, Allen & Company in the past has provided investment banking services to Bending Spoons S.p.A. and in the future expects to provide such services to Bending Spoons S.p.A. and/or its affiliates, including, during the approximately two (2)-year period prior to the date of its opinion, having acted or acting as a strategic and financial advisor to, and as a placement agent for certain equity financings of, Bending Spoons S.p.A., for which services during such two (2)-year period Allen & Company received aggregate fees of approximately $4.45 million. Additionally, as the Eventbrite Board was aware, a managing director of Allen & Company (who is not a member of the financial advisory team assisting Eventbrite in connection with the merger) is a member of the board of directors of Bending Spoons S.p.A. In the ordinary course, Allen & Company as a broker-dealer and certain related entities, directors and officers at any time may invest, hold long or short positions and trade, either on a discretionary or non-discretionary basis, for their own or beneficiaries’ accounts or for those of Allen & Company’s clients, in the debt and equity securities (or related derivative securities) of Eventbrite, Bending Spoons S.p.A. and/or their respective affiliates. As the Eventbrite Board was aware, Allen & Company and/or certain of its affiliates and employees hold certain equity securities (and warrants to purchase equity securities) of Bending Spoons S.p.A. As of November 29, 2025, Allen & Company and/or certain of its affiliates and employees held certain equity securities (and warrants to purchase equity securities) of Bending Spoons S.p.A. representing, based on information provided by Bending Spoons S.p.A., approximately 1.14% of the outstanding fully diluted equity securities of Bending Spoons S.p.A. as of such date (assuming the vesting of all unvested warrants held by Allen & Company). The issuance of Allen & Company’s opinion was approved by Allen & Company’s opinion committee.

As part of its strategic and financial planning, Eventbrite prepares financial forecasts that Eventbrite senior management updates periodically. In connection with the merger, Eventbrite senior management updated non-public financial forecasts as to the potential future performance of Eventbrite for fiscal years 2025 through 2035, which we refer to as the long-range plan. Eventbrite senior management provided the long-range plan to the Eventbrite Board in connection with its evaluation of the merger, and to Eventbrite’s advisors, including Eventbrite’s financial advisor, Allen & Company, for its use and reliance in connection with its financial analyses and opinion as more fully described above under “Proposal 1: Adoption of the Merger Agreement - The Merger - Opinion of Eventbrite’s Financial Advisor.” Portions of the long-range plan for fiscal years 2025 through 2035 also were provided to Bending Spoons in connection with discussions regarding the merger.

Eventbrite does not normally publicly disclose its long-range plans or projections as to future revenue, earnings or other results, due to, among other reasons, the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates, including, among other reasons, the difficulty of predicting general economic and market conditions. The long-range plan was not prepared with a view to public disclosure and is included in this proxy statement only because such information was made available as described above. The long-range plan was not prepared with a view to compliance with generally accepted accounting principles as applied in the United States, which we refer to as GAAP, the published guidelines of the SEC regarding projections and forward-looking statements or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. The prospective financial information included in this proxy statement has been prepared by, and is the responsibility of, Eventbrite senior management.

Although a summary of the long-range plan is presented with numerical specificity, the long-range plan reflects numerous assumptions and estimates regarding future events made by Eventbrite senior management, including with respect to demand for Eventbrite’s ticketing, advertising and related services, working capital assumptions, capital expenditure levels for applicable periods and other matters, many of which are difficult to predict and subject to significant economic and competitive uncertainties beyond Eventbrite’s control, that Eventbrite senior management believed in good faith were reasonable when the long-range plan was prepared, taking into account relevant information available to senior management at the time. However, this information is not fact and should not be relied upon as necessarily indicative of actual future results. Important factors that may affect actual results and cause the long-range plan not to be achieved include general economic and financial conditions, industry performance, accuracy of certain accounting assumptions, changes in actual or projected cash flows, competitive pressures and other factors described or referenced under the section entitled “Forward-Looking Statements” beginning on page 20. In addition, the long-range plan does not take into account any circumstances or events occurring after the date that it was prepared or take into account any effects of the merger. As a result, there can be no assurance that the long-range plan will or would be realized, in whole or in part, and actual results may be materially better or worse than those contained in the long-range plan.

Neither Eventbrite or Bending Spoons nor any of their respective affiliates, officers, directors, advisors or other representatives make any representation or warranties to readers of this proxy statement concerning the ultimate performance of Eventbrite or the surviving company or otherwise compared to the long-range plan. Eventbrite is including this long-range plan in this proxy statement solely because it was among the financial information made available to the Eventbrite Board, Eventbrite’s financial advisor and Bending Spoons as described above, and not to influence your decision on how to vote on any proposal.

The long-range plan should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding Eventbrite contained in our public filings with the SEC. The long-range plan contains contents that constitute forward-looking statements. For information on factors that may cause Eventbrite’s future results to materially vary, see the section entitled “Forward-Looking Statements” beginning on page 20.

Except to the extent required by applicable federal securities laws, we do not intend, and expressly disclaim any responsibility, to update or otherwise revise the long-range plan to reflect circumstances existing after the date on which Eventbrite prepared the long-range plan or to reflect the occurrence of future events or changes in general economic or industry conditions, even in the event that any of the assumptions underlying the long-range plan are shown to no longer be appropriate.

Certain of the measures included in the long-range plan may be considered non-GAAP financial measures, including Adjusted EBITDA and Unlevered Free Cash Flow. The non-GAAP financial measures used in the long-range plan were relied upon by the Eventbrite Board in connection with its evaluation of the merger, and at the direction of the Eventbrite Board, by Allen & Company for purposes of the financial advisor’s financial analyses and opinion delivered to the Eventbrite Board. The SEC rules which would otherwise require a reconciliation of a non-GAAP financial measure to a GAAP financial measure do not apply to non-GAAP financial measures included in disclosures relating to a proposed business combination such as the merger if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of non-GAAP financial measures were not relied upon by the Eventbrite Board or Allen & Company in connection with the merger. Accordingly, Eventbrite has not provided a reconciliation of the non-GAAP financial measures included in the long-range plan to the relevant GAAP financial measures. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information presented in compliance with GAAP, and non-GAAP financial measures as used by Eventbrite may not be comparable to similarly titled metrics used by other companies. The long-range plan does not include any expenses related to the proposed transactions contemplated by the merger agreement.

When considering the recommendation of the Eventbrite Board that you vote to approve the proposal to adopt the merger agreement, you should be aware that our non-employee directors and executive officers may have interests in the merger that are different from, or in addition to, your interests as a stockholder. The Eventbrite Board was aware of and considered these interests to the extent such interests existed at the time, among other matters, in evaluating and overseeing the negotiation of the merger agreement, in approving the merger agreement and the merger and in recommending that the merger agreement be adopted by the stockholders of Eventbrite.

Individuals who served as executive officers of Eventbrite at any time during the period beginning on January 1, 2025 and ending on December 15, 2025 are the executive officers for purposes of the discussion below. Such executive officers include:

The potential payments and benefits to directors and executive officers in the narrative and tables below are, unless otherwise noted, based on the following facts and assumptions:

Accordingly, the amounts set forth in the narrative and tables below are estimates based on multiple assumptions that may or may not actually occur, including the assumptions described above. Some of the assumptions are based on events which may not occur or other contingencies and, as a result, the actual amounts received by a director or executive officer may differ materially from the amounts shown below. Certain of the amounts shown below have also been rounded to the nearest whole number.

Concurrently with the execution of the merger agreement, Ms. Hartz entered into a reinvestment letter with Bending Spoons S.p.A., pursuant to which she has an opportunity to invest a portion of the after-tax closing proceeds received as her merger consideration into Bending Spoons S.p.A., at a valuation based on Bending Spoons S.p.A.’s most recent financing round, following the consummation of the merger.

Our executive officers hold various types of compensatory awards with respect to company common stock. Our non-employee directors hold awards of Eventbrite RSUs (including deferred stock units), and each of our non-employee directors (except Ms. Manchón) also holds Eventbrite options. The merger agreement provides for the treatment set forth below with respect to the awards described below.

Stock Options. Each Eventbrite option granted under a Company Equity Plan that is outstanding and unexercised immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the total number of shares underlying the Eventbrite option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price of such Eventbrite option. Any Eventbrite option with an exercise price that is equal to or greater than the merger consideration will be cancelled and converted into the right to receive (without interest) a cash payment determined based on a Black-Scholes model.

Restricted Stock Units. Each Eventbrite RSU that is outstanding immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to (i) the total number of shares underlying such Eventbrite RSU, multiplied by (ii) the merger consideration.Performance-Based Restricted Stock Units. Each Eventbrite PSU that is outstanding immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to (i) the total number of shares underlying such Eventbrite PSU (with performance achievement assessed at target (or, with respect to any performance period that has been completed prior to the effective time, actual performance in accordance with the applicable Eventbrite PSU, if higher than target)) multiplied by (ii) the merger consideration.

Employee Stock Purchase Plan. The final offering period under the Eventbrite ESPP commenced on December 1, 2025, and will end on an exercise date that will be the earlier of (i) May 29, 2026 (the last business day on or before May 31, 2026), and (ii) no later than one (1) business day prior to the closing of the merger. On such exercise date, Eventbrite will apply each participant’s credited funds in their Eventbrite ESPP account to the purchase of whole shares, each of which will be cashed out for an amount equal to the merger consideration, and cause the remaining accumulated but unused payroll deductions to be distributed to the relevant participants without interest as promptly as practicable; provided, that, the maximum number of shares in connection with the final offering period will not exceed 200,000 shares, and in the event the offering is shortened, Eventbrite will make any pro rata adjustments that may be necessary to reflect such shortened offering.

Pursuant to the confidential disclosure schedules to the merger agreement, Eventbrite may implement certain strategies before the effective time to mitigate the amount of potential “excess parachute payments” for “disqualified individuals” (each as defined in Section 280G of the Code).

Following December 15, 2025 but as of the date of this proxy statement, the Compensation Committee of the Eventbrite Board has approved, and Eventbrite has implemented, the following actions to mitigate the potential “excess parachute payments” of its current executive officers, which we refer to as the 280G mitigation actions:

In connection with the accelerated vesting and payments described above, by December 19, 2025, Eventbrite and each current executive officer executed a 280G acknowledgement agreement (which we refer to as the 280G acknowledgement) providing that the executive officer will repay to Eventbrite the after-tax portion of the corresponding accelerated payments from the 280G mitigation actions if the applicable performance criteria under the bonus plan that would have otherwise been required for the accelerated bonus payout are not met or such executive officer’s employment with Eventbrite terminates prior to the date on which the applicable portion of such payments would have vested and been paid to such executive officer in the ordinary course and such termination of employment would have otherwise resulted in the forfeiture of the applicable portion of the applicable payments in accordance with their original terms. The 280G acknowledgement further provides that such repayment obligation will lapse upon the effective time.

For clarity, amounts reported in the Golden Parachute Compensation table below in the section entitled “Interests of the Non-Employee Directors and Executive Officers of Eventbrite in the Merger - Golden Parachute Compensation,” are inclusive of the value of the accelerated bonuses, but do not include the value of any remaining portion of the 2025 annual bonuses that may be paid based on actual performance.

Following the date of this proxy statement, Eventbrite may approve and implement further actions to mitigate any impact of Section 280G of the Code on Eventbrite or any disqualified individuals. The actions described in this “280G Mitigation Actions” section and any potential further mitigating actions with respect to 280G of the Code are intended to benefit the Company by preserving compensation-related corporate income tax deductions for the Company that otherwise might be disallowed through the operation of Section 280G of the Code and to mitigate or eliminate the amount of excise tax that may be payable by Eventbrite executives pursuant to Section 4999 of the Code in connection with Section 280G of the Code in certain circumstances.

The table below sets forth the estimated value of outstanding equity compensation awards held as of December 15, 2025 (and, in the case of Eventbrite options, values are calculated in accordance with the Black-Scholes model to be used for cash payments in respect of options, which uses an expected term of the options calculated from November 29, 2025) by non-employee directors and executive officers of Eventbrite based on the merger consideration of $4.50 per share of company common stock (without subtraction of applicable withholding taxes). Depending on when the merger is completed, certain outstanding equity awards shown in the table below may become vested in accordance with their terms without regard to the merger. To the extent that an executive officer’s awards were accelerated in connection with the 280G equity acceleration described under the heading above “Interests of the Non-Employee Directors and Executive Officers of Eventbrite in the Merger - 280G Mitigation Actions”, such awards are included in the table below because such acceleration was effective after December 15, 2025.

Each of our executive officers who is a current Eventbrite employee is party to an Executive Severance and Change in Control Agreement with Eventbrite pursuant to which he or she is eligible to receive severance payments and benefits, each of which we refer to as a severance agreement. Pursuant to the severance agreements, each of such executive officers is entitled to receive the following payments and benefits in the event the executive officer’s employment is involuntarily terminated in accordance with the assumptions set forth above (i.e., if such termination of employment occurs within three (3) months before or the twelve (12) months following the effective time), subject to the executive officer’s timely execution of a release of claims and compliance with applicable restrictive covenants:

For purposes of the severance agreements, an involuntary termination is deemed to occur if (i) Eventbrite terminates the employment of the executive officer other than for “cause,” “disability” or death or (ii) the executive officer resigns from their employment with “good reason” (each, as defined in the severance agreements).

The table below sets forth the estimated value of the severance payments and benefits that the executive officers of Eventbrite (other than Vivek Sagi and Julia Taylor, who are no longer Eventbrite employees) would be eligible to receive under his or her severance agreement using rates in effect as of December 15, 2025. The estimated amounts below do not include any amounts in respect of equity or equity-based awards held by our executive officers (which are addressed above), nor do they attempt to quantify any reductions in order to avoid any applicable “golden parachute” excise taxes under the Code.

Eventbrite will pay to its eligible service providers, including the executive officers, annual bonuses based on actual performance and in a manner consistent with past practice (except as otherwise set forth in the confidential disclosure schedules to the merger agreement) for the calendar year 2025 (which we refer to as the 2025 annual bonuses), at the time when annual bonuses have historically been paid to service providers of Eventbrite; provided, that, Eventbrite reserves the right to pay such annual bonuses immediately prior to the closing of the merger in the event they have not been paid prior to the closing of the merger, and provided further that certain annual bonuses were accelerated, as described under the heading “Interests of the Non-Employee Directors and Executive Officers of Eventbrite in the Merger - 280G Mitigation Actions.” Each executive officer’s target 2025 annual bonus is set forth below:

The information set forth in the table below is intended to comply with Item 402(t) of the SEC’s Regulation S-K, which requires disclosure of information about certain compensation for each named executive officer of Eventbrite that is based on, or otherwise relates to, the merger. For additional details regarding the terms of the payments and benefits described below, see the discussion under the caption “Interests of the Non-Employee Directors and Executive Officers of Eventbrite in the Merger” above. For purposes of this discussion, the “named executive officers” are the named executive officers listed in the 2025 proxy statement.

The amounts shown in the table below are estimates of the payments and benefits (on a pre-tax basis) that each of the Eventbrite named executive officers would receive based on multiple assumptions that may or may not actually occur or be accurate on the relevant date, including the assumptions described above under “Assumptions” and in the footnotes to the table, and do not reflect certain compensation actions that may occur before completion of the merger.

However, the amounts in the table do not include amounts that Eventbrite’s named executive officers were vested in as of December 15, 2025 (and, in the case of Eventbrite options, values are calculated in accordance with the Black-Scholes model to be used for cash payments in respect of options, which uses an expected term of the options calculated from November 29, 2025). In addition, these amounts do not attempt to forecast any additional equity award grants or issuances or forfeitures that may occur prior to the completion of the merger. To the extent an executive officer’s awards were accelerated in connection with the 280G equity acceleration described under the heading above “Interests of the Non-Employee Directors and Executive Officers of Eventbrite in the Merger - 280G Mitigation Actions”, such awards are included in the table below because such acceleration was effective after December 15, 2025. We assume the potential payments and benefits described in this section are not subject to a “cutback” to avoid the “golden parachute” excise tax that may be imposed under Section 4999 of the Code. As a result of the aforementioned assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts, if any, to be received by a named executive officer may materially differ from the amounts set forth below.

The merger is not conditioned on Bending Spoons’ ability to obtain financing. Bending Spoons has represented to Eventbrite that it has, and will have available to it, at the closing of the merger, unencumbered cash or cash equivalents that are in the aggregate sufficient to (i) consummate the transactions contemplated by the merger agreement in accordance with the terms thereof, (ii) pay any and all fees and expenses required to be paid at closing by Bending Spoons and Merger Sub in connection therewith and (iii) satisfy all of the other payment obligations of Bending Spoons and Merger Sub that are required to be satisfied at the closing in accordance with the terms and conditions set forth in the merger agreement. Bending Spoons expects to satisfy the foregoing payment obligations through the use of cash on hand and existing credit facilities.

The following discussion is a summary of the U.S. federal income tax considerations of the merger generally applicable to U.S. Holders and Non-U.S. Holders (each as defined below) who receive cash in exchange for their shares pursuant to the merger. This discussion is based upon the Internal Revenue Code of 1986, as amended, which we refer to as the Code, Treasury Regulations promulgated under the Code, rulings and judicial decisions, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations, possibly with retroactive effect. This discussion is limited to holders who hold their shares as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion assumes that the merger will be consummated in accordance with the merger agreement and as described in this proxy statement. We have not sought, and do not intend to seek, any ruling from the Internal Revenue Service, which we refer to as the IRS, or any opinion of counsel with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS.

This discussion does not address all of the tax consequences that may be relevant to holders in light of their particular facts and circumstances, nor does it address any consequences to holders subject to special rules under the U.S. federal income tax laws, such as:

This discussion does not address any U.S. federal tax consequences other than those pertaining to the income tax (such as estate, gift or other non-income tax consequences) or any state, local or non-U.S. income or non-income tax consequences, or the consequences of the Medicare tax on net investment income. If a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Partnerships holding shares and partners therein should consult their tax advisors regarding the consequences of the merger to their particular circumstances.

THIS DISCUSSION IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY. HOLDERS SHOULD CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES RELATING TO THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES AND ANY CONSEQUENCES ARISING UNDER ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

For purposes of this discussion, a “U.S. Holder” means a beneficial owner of shares that is, for U.S. federal income tax purposes:

The receipt of cash by a U.S. Holder in exchange for shares pursuant to the merger will be a taxable transaction for U.S. federal income tax purposes. In general, a U.S. Holder will recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the merger. A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will generally be capital gain or loss and will be long-term capital gain or loss if the U.S. Holder’s holding period in such shares exceeds one (1) year as of the effective date of the merger. Long-term capital gain recognized by certain non-corporate U.S. Holders is generally subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations. If a U.S. Holder acquired different blocks of shares at different times or different prices, such U.S. Holder must determine its tax basis and holding period separately for each block of shares.

For purposes of this discussion, the term “Non-U.S. Holder” means a beneficial owner of shares who is neither a U.S. Holder nor a partnership (or entity or arrangement treated as a partnership) for U.S. federal income tax purposes.

Any gain realized by a Non-U.S. Holder pursuant to the merger will generally not be subject to U.S. federal income tax unless:

Non-U.S. Holders should consult their tax advisors regarding potentially applicable income tax treaties that may provide for different rules.

EVENTBRITE STOCKHOLDERS SHOULD CONSULT THEIR TAX ADVISORS REGARDING THE TAX CONSEQUENCES OF THE MERGER TO THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY OF ANY STATE, LOCAL, NON-U.S. OR OTHER TAX LAWS.

Eventbrite and Bending Spoons have agreed to use their respective reasonable best efforts to take, or cause to be taken, all actions that are necessary, under the merger agreement and applicable law to consummate the merger and the other transactions contemplated by the merger agreement as promptly as practicable, including, among other things, using reasonable best efforts to obtain all necessary actions or nonactions, waivers, approvals, orders and authorizations from governmental entities (including those in connection with applicable competition and investment screening laws), subject to the limitations set forth in the merger agreement. Such approvals include approvals under the HSR Act and under any other applicable competition and investment screening laws, as required. Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained or obtained at all, or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions on the completion of the merger, including the acceptance of any operational restrictions or the requirement to divest assets. In furtherance thereof, Bending Spoons has agreed to effect certain divestitures and other dispositions and take other actions, including accepting certain restrictions on its

operations and assets, if necessary to obtain all approvals and authorizations under antitrust laws, in each case, subject to certain conditions as described in the merger agreement. For a more complete description, see the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Efforts to Complete the Merger,” beginning on page 72. These conditions or changes could result in the conditions to the closing of the merger not being satisfied.

Under the HSR Act and the rules promulgated thereunder, the merger cannot be completed until Eventbrite and Bending Spoons each file a notification and report form with the U.S. Federal Trade Commission, which we refer to as the FTC, and the Antitrust Division of the U.S. Department of Justice, which we refer to as the DOJ, and the applicable waiting period thereunder has expired or been terminated. Eventbrite and Bending Spoons filed their respective HSR Act notifications on December 31, 2025.

At any time before or after consummation of the merger, notwithstanding the expiration or termination of the applicable waiting period under the HSR Act or the equivalent under any other applicable competition and investment screening laws, as required, the Antitrust Division of the DOJ, the FTC or any other competition authority, as applicable, could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the merger, seeking divestiture of substantial assets of the parties or requiring the parties to license, or hold separate, assets or terminate existing relationships and contractual rights. In addition, at any time before or after the completion of the merger, and notwithstanding the expiration or termination of the applicable waiting period under the HSR Act, or the equivalent under any other applicable competition and investment screening laws, as required, if applicable, non-U.S. regulatory bodies and U.S. state attorneys general could take action under other applicable regulatory laws as they deem necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the merger or seeking divestiture of substantial assets of the parties. Private parties may also seek to take legal action under the antitrust laws under certain circumstances.

The following summary describes certain material provisions of the merger agreement. This summary is not complete and is qualified in its entirety by reference to the merger agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. We encourage you to read the merger agreement carefully in its entirety because this summary may not contain all the information about the merger agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the merger agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the merger agreement were made for purposes of the merger agreement and as of specific dates, were for the benefit of the parties to the merger agreement except as expressly stated therein and may be subject to important qualifications, limitations and supplemental information agreed to by Bending Spoons, Merger Sub and Eventbrite in connection with negotiating the terms of the merger agreement, including certain qualifications, limitations and supplemental information disclosed in the confidential disclosure schedules to the merger agreement. In addition, the representations and warranties were included in the merger agreement for the purpose of allocating contractual risk between Bending Spoons, Merger Sub and Eventbrite, and may be subject to standards of materiality applicable to such parties that differ from those generally applicable to investors. In reviewing the representations, warranties, covenants and agreements contained in the merger agreement or any description thereof in this summary, it is important to bear in mind that such representations, warranties, covenants and agreements or any descriptions were not intended by the parties to the merger agreement to be characterizations of the actual state of facts or condition of Bending Spoons, Merger Sub and Eventbrite or any of their respective affiliates or businesses except as expressly stated in the merger agreement. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the merger agreement. In addition, you should not rely on the covenants in the merger agreement as actual limitations on the respective businesses of Bending Spoons, Merger Sub and Eventbrite because the parties to the merger agreement may take certain actions that are either expressly permitted in the confidential disclosure schedules to the merger agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The terms of the merger agreement are described below, and the merger agreement is attached as Annex A hereto, with the intention of providing you with information regarding the terms of the merger agreement. Accordingly, the representations, warranties, covenants and other agreements in the merger agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding Eventbrite and our business. Please see the section entitled “Where You Can Find More Information” beginning on page 96.

Upon the terms and subject to the conditions of the merger agreement and in accordance with the applicable provisions of the DGCL, on the closing date and at the effective time, Merger Sub will merge with and into Eventbrite, with Eventbrite continuing as the surviving corporation and as a wholly-owned subsidiary of Bending Spoons. The merger will have the effects set forth in the merger agreement and the applicable provisions of the DGCL.

The closing of the merger will take place at 8:00 a.m., Pacific Time, on the third (3^rd) business day after the satisfaction or, to the extent not prohibited by applicable law, waiver of all of the applicable conditions set forth in the merger agreement (as described below under the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Conditions to the Closing of the Merger” beginning on page 76) (other than those conditions that by their terms are to be satisfied or waived at the closing of the merger, but subject to the fulfillment or, to the extent not prohibited by applicable law, waiver of those conditions at the closing), or another time or date as agreed to by Bending Spoons, Merger Sub and Eventbrite.

On the closing date, or on such date as Bending Spoons and Eventbrite may mutually agree, the parties will file a certificate of merger in customary form and substance with the Secretary of State of the State of Delaware in accordance with the relevant provisions of the DGCL and will make all other filings required under the DGCL to consummate the merger. The merger will become effective upon the filing of the certificate of merger, or at such later date and time as is agreed upon by the parties and specified in the certificate of merger.

At the effective time, the directors of Merger Sub immediately prior to the effective time or such other individuals designated by Bending Spoons as of the effective time will be appointed as the initial directors of the surviving corporation, each to hold office, from and after the effective time, in accordance with the certificate of incorporation and bylaws of the surviving corporation until their respective successors have been duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation. The officers of Eventbrite immediately prior to the effective time, from and after the effective time, will continue as the officers of the surviving corporation, each to hold office until their respective successors are duly elected, designated or qualified, or until their earlier death, resignation or removal in accordance with the certificate of incorporation and bylaws of the surviving corporation.

At the effective time, the certificate of incorporation and bylaws of the surviving corporation will be amended and restated in their entirety to be the certificate of incorporation and bylaws of Merger Sub as in effect immediately prior to the effective time, except that (i) references to Merger Sub will be automatically amended and become references to the surviving corporation, (ii) provisions of the certificate of incorporation relating to the incorporator of Merger Sub will be omitted and (iii) changes necessary in order to give full effect to the provisions described under the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Additional Agreements - Directors’ and Officers’ Indemnification and Insurance” beginning on page 75 will be made.

At the effective time and without any action on the part of Bending Spoons, Merger Sub, Eventbrite or the holders of any securities, each share issued and outstanding immediately prior to the effective time (other than dissenting shares and certain shares to be canceled or converted pursuant to the merger agreement), will automatically be converted into the right to receive $4.50 in cash, without interest, subject to any withholding of taxes required by applicable law. As of the effective time, all such shares will no longer be outstanding and will automatically be canceled and cease to exist, and will thereafter represent only the right to receive the merger consideration in accordance with the terms of the merger agreement.

If, during the period between the date of the merger agreement and the effective time, any change in the number of outstanding shares occurs as a result of any stock split, reverse stock split, stock dividend (including any dividend or distribution of equity interests convertible into or exchangeable for shares), recapitalization, reclassification, combination, exchange of shares or other similar event, the merger consideration and any other amounts payable pursuant to the merger agreement will be equitably adjusted, without duplication, to reflect such event and provide holders of shares the same economic effect as contemplated by the merger agreement prior to such event; provided, that, the foregoing will not be deemed to permit or authorize the taking of any action that is not otherwise authorized or permitted to be taken pursuant to the terms of the merger agreement (including, without limitation, the provisions relating to the conduct of Eventbrite’s and its subsidiaries’ businesses prior to the consummation of the merger).

Stock Options. Each Eventbrite option granted under a Company Equity Plan that is outstanding and unexercised immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to the product of (i) the total number of shares underlying the Eventbrite option multiplied by (ii) the excess, if any, of the merger consideration over the exercise price of such Eventbrite option. Any Eventbrite option with an exercise price that is equal to or greater than the merger consideration will be cancelled and converted into the right to receive (without interest) a cash payment determined based on a Black-Scholes model.

Restricted Stock Units. Each Eventbrite RSU that is outstanding immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to (i) the total number of shares underlying such Eventbrite RSU, multiplied by (ii) the merger consideration.

Performance-Based Restricted Stock Units. Each Eventbrite PSU that is outstanding immediately prior to the effective time (whether vested or unvested) will, at the effective time, be canceled and converted into the right to receive (without interest) an amount in cash equal to (i) the total number of shares underlying such Eventbrite PSU (with

performance achievement assessed at target (or, with respect to any performance period that has been completed prior to the effective time, actual performance in accordance with the applicable Eventbrite PSU, if higher than target)) multiplied by (ii) the merger consideration.

Employee Stock Purchase Plan. The final offering period under the Eventbrite ESPP commenced on December 1, 2025, and will end on an exercise date that will be the earlier of (i) May 29, 2026 (the last business day on or before May 31, 2026), and (ii) no later than one business day prior to the closing of the merger. On such exercise date, Eventbrite will apply each participant’s credited funds in their Eventbrite ESPP account to the purchase of whole shares, each of which will be cashed out for an amount equal to the merger consideration, and cause the remaining accumulated but unused payroll deductions to be distributed to the relevant participants without interest as promptly as practicable; provided, that, the maximum number of shares in connection with the final offering period will not exceed 200,000 shares, and in the event the offering is shortened, Eventbrite will make any pro rata adjustments that may be necessary to reflect such shortened offering.

Prior to the effective time, Bending Spoons will designate a nationally recognized bank or trust company to act as the paying agent (whose identity and terms of designation and appointment must be reasonably acceptable to Eventbrite) for the payment of the merger consideration to holders of Eventbrite shares, which we refer to as the paying agent. At or prior to the effective time, Bending Spoons will deposit, or cause to be deposited, with the paying agent, a cash amount which is equal to the aggregate merger consideration to which holders of shares will be entitled to at the effective time pursuant to the merger agreement, as described above under the section entitled “Proposal 1: Adoption of the Merger Agreement - Terms of the Merger Agreement - Merger Consideration - Class A Common Stock and Class B Common Stock” beginning on page 61, except that no deposits are required with respect to any dissenting shares.

No holder of non-certificated shares represented by book-entry (which we refer to as book-entry shares) will be required to deliver a certificate or, in the case of holders of such book-entry shares held through The Depository Trust Company, an executed letter of transmittal to the paying agent to receive the merger consideration that such holder is entitled to receive. Instead, each holder of record of one or more book-entry shares held through The Depository Trust Company whose shares were converted into the right to receive the merger consideration pursuant to the merger agreement will automatically, upon the effective time, be entitled to receive, and Bending Spoons will cause the paying agent to pay and deliver to The Depository Trust Company or its nominee as promptly as practicable after the effective time, in respect of each such book-entry share, a cash amount in immediately available funds equal to the merger consideration payable in respect of each such book-entry share (without interest and after giving effect to any required tax withholdings), and such book-entry shares will be canceled.

For book-entry shares not held through The Depository Trust Company, as soon as practicable after the effective time (and in no event later than three (3) business days after the effective time), the surviving corporation will cause the paying agent to mail to each person that was, immediately prior to the effective time, a holder of record of book-entry shares, whose shares were converted into the right to receive the merger consideration:

Upon delivery of a duly executed letter of transmittal to the paying agent, the holder of such book-entry shares so surrendered will be entitled to receive the merger consideration payable in respect of such book-entry shares pursuant to the terms of the merger agreement, and any such book-entry shares so surrendered will be canceled at the effective time.

If payment of the merger consideration is to be made to a person other than the person in whose name any surrendered book-entry share is registered, it will be a condition precedent of payment that a proper transfer instruction is presented for such book-entry share, and the person requesting such payment will have paid any transfer and other similar taxes required by reason of the payment of the merger consideration to a person other than the registered holder of the book-entry share so surrendered and will have established to the satisfaction of the surviving corporation that such taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the book-entry shares.

At the effective time, the stock transfer books of Eventbrite will be closed, and there will be no further registration of transfers of shares on the records of Eventbrite other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the effective time.

Any portion of the funds (including any interest received with respect thereto) made available to the paying agent that remains unclaimed by the holders of book-entry shares one (1) year after the effective time will be returned to the surviving corporation or an affiliate designated by the surviving corporation, upon demand, and any such holder who has not transferred its book-entry shares for the merger consideration prior to such time will thereafter look only to Bending Spoons and the surviving corporation (subject to abandoned property, escheat or other similar laws) for delivery of the merger consideration without interest and subject to any withholding of taxes required by applicable law, in respect of such holder’s surrender of their book-entry shares. Any portion of the merger consideration remaining unclaimed by the holders of book-entry shares immediately prior to such time as such amounts would otherwise escheat to, or become property of, any governmental entity will, to the extent permitted by applicable law, become the property of the surviving corporation or an affiliate designated by the surviving corporation, free and clear of any claim or interest of any person previously entitled thereto. None of Bending Spoons, Merger Sub, the surviving corporation, the paying agent or their respective affiliates will be liable to any holder of a book-entry share for merger consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

Each of Eventbrite, Bending Spoons, Merger Sub, the surviving corporation and the paying agent will be entitled to deduct and withhold from any amounts otherwise payable pursuant to the merger agreement such amounts as are required to be deducted and withheld with respect to the making of such payment under the Code or any other provision of applicable law. To the extent that amounts are so deducted or withheld and paid to the appropriate governmental entity in accordance with applicable law, such amounts will be treated as having been paid to the person in respect of which such deduction or withholding was made.

Any dissenting shares will not be converted into the right to receive the merger consideration. At the effective time, all dissenting shares will be canceled and cease to exist, and the holders of such dissenting shares will only be entitled to such rights as are granted by Section 262 of the DGCL. If any such holder fails to perfect or otherwise waives, withdraws or loses their right to appraisal under the DGCL or if a court of competent jurisdiction determines that such holder is not entitled to the relief provided by Section 262 of the DGCL, the right of the holder to be paid the fair value of such dissenting shares will cease and the dissenting shares will be deemed to have been converted, as of the effective time, into and will be exchangeable solely for the right to receive the merger consideration without interest and subject to any withholding of taxes required by applicable law, upon surrender of the book-entry shares that formerly evidenced such shares. Eventbrite has agreed to provide Bending Spoons prompt notice of any demands (and copies of any written demands) received by Eventbrite for appraisal of shares, any withdrawals (or attempted withdrawals) of any such demands and any other instruments served pursuant to the DGCL and received by Eventbrite relating to rights to be paid the fair value of dissenting shares, and Bending Spoons will have the right to participate in and direct all negotiations and proceedings with respect to such demands. Prior to the effective time, Eventbrite has agreed not to voluntarily make or offer any payment with respect to, or settle or compromise (or offer to settle or compromise), any such demands or agree to do any of the foregoing, in each case without the prior written consent of Bending Spoons.

The merger agreement contains a number of representations and warranties made by the parties thereto that are subject in some cases to exceptions and qualifications, including, without limitation, “materiality” and “material adverse effect” qualifications. Please see the definition of “material adverse effect” in this section beginning on page 65. The representations and warranties of Eventbrite in the merger agreement relate to, among other things:

The representations and warranties of Bending Spoons and Merger Sub in the merger agreement relate to, among other things:

Certain of the representations and warranties made by the parties are qualified as to “knowledge,” “materiality” or a “material adverse effect” as applicable. For purposes of the merger agreement, when referencing Eventbrite, a “material adverse effect,” means any change, event, state of facts, occurrence, effect or development that, individually or in the aggregate, (i) has had, or would reasonably be expected to have, a material adverse effect on the business, financial condition, assets or results of operations of Eventbrite and its subsidiaries, taken as a whole or (ii) prevents, or would reasonably be expected to prevent, the consummation of the transactions in accordance with the terms of the merger agreement, or materially impairs, or would reasonably be expected to materially impair, the ability of Eventbrite and its subsidiaries to enter into the merger agreement, perform its obligations thereunder or consummate the transactions in accordance with the terms thereof, and when referencing Bending Spoons, a “material adverse effect” means any change, event, development, condition, occurrence or effect that, individually or in the aggregate, has prevented or materially delayed or materially impaired, or would reasonably be expected to prevent or materially delay or materially impair, Bending Spoons’ or Merger Sub’s ability to consummate the transactions contemplated by the merger agreement in accordance with the terms and conditions set forth therein.

However, when referencing Eventbrite, adverse effects arising out of the following, alone or in combination, will not constitute or contribute to a material adverse effect:

However, any change, event, state of facts, occurrence, effect or development arising out of or referred to in any of the first five (5) bullets above may be taken into account in determining whether there has been or would reasonably be expected to be a material adverse effect to the extent it adversely affects the business of Eventbrite and its subsidiaries in a materially disproportionate manner in comparison to other participants in industries that are the same or substantially similar to the industries in which Eventbrite and its subsidiaries operate their businesses.

None of the representations and warranties contained in the merger agreement survive the consummation of the merger.

From the date of the merger agreement until the earlier of the effective time and the valid termination of the merger agreement, except (i) as set forth in the confidential disclosure schedules to the merger agreement or as otherwise expressly contemplated by any other provision of the merger agreement, (ii) as required by applicable law or (iii) with the prior written consent of Bending Spoons (such consent not to be unreasonably withheld, conditioned or delayed), Eventbrite will, and will cause each Eventbrite subsidiary to, use commercially reasonable efforts to conduct its operations in all material respects only in the ordinary course of business and to substantially preserve the goodwill and current relationships of Eventbrite and each of its subsidiaries with customers, suppliers, vendors, resellers, licensors, licensees, governmental entities and other persons with which Eventbrite or any of its subsidiaries has significant business relations.

In addition, except (i) as set forth in the confidential disclosure schedules to the merger agreement or as otherwise expressly contemplated by any other provision of the merger agreement, (ii) as required by applicable law or (iii) with the prior written consent of Bending Spoons (such consent not to be unreasonably withheld, conditioned or delayed), Eventbrite will not and will not permit any of its subsidiaries to, between the date of the merger agreement and the earlier of the effective time or the termination of the merger agreement, directly or indirectly, subject to certain exceptions, take any of the following actions: