Eventbrite disclosed it is facing a class action lawsuit related to its planned merger with Bending Spoons. The litigation challenges the voting power of key supporting stockholders, which could impact the required shareholder approval for the transaction scheduled for a vote on February 27, 2026.
Key Details
- Core Allegation: A lawsuit filed on January 12, 2026, claims that a Voting and Support Agreement with major stockholders (including CEO Julia Hartz and Kevin Hartz) constituted a "Transfer" that automatically converted their super-voting Class B shares (10 votes/share) into Class A shares (1 vote/share).
- Voting Impact: If the plaintiffs' interpretation is correct, the collective voting power of these supporting stockholders would be reduced to approximately 7.65% as of the record date, significantly altering the voting landscape for the merger approval.
- Contingency Plan: Eventbrite will proceed with the shareholder meeting on February 27, 2026. However, if the merger vote is approved under the company's interpretation but fails under the plaintiff's, the transaction will not close until the Delaware Court of Chancery has ruled on the complaint.