Bending Spoons IPO: S1 Breakdown

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What if I told you that AOL was still around, and doing… well?

What if I told you that Evernote still had a cult following?

What if I told you that an Italian holding company owned Vimeo and Streamyard and Eventbrite, and the whole thing is run by a guy whose last name is Ferrari?

Enter Bending Spoons.

This is the S1 breakdown on perhaps the most fascinating collection of digital companies the world has ever assembled under one roof. If you've read The Outsiders (the William Thorndike business book, not the Patrick Swayze movie), Bending Spoons is what happens when you take Henry Singleton at Teledyne and Tom Murphy at Capital Cities, give them $4 billion in term loans, and point them at the discount rack of the interweb.

Most companies spend years trying to find product-market fit. Bending Spoons decided to outsource that part. Because that part has a TON of luck involved.

They specialize in rebuilding legacy tech and then rethinking their monetization strategy.

The company (conglomerate? holding company? island of misfit toys?) is going public on the Nasdaq under the ticker BSP, reportedly chasing a $20 billion valuation. Eight months ago a Goldman-led round priced them at $11.7 billion. Two years ago they were worth $2.8 billion. So strap in, because the numbers are going to look incredible right up until you ask the only question that matters: how much of this did they build, and how much did they buy?

Apple | Spotify | YouTube

TL;DR: Bending Spoons buys software companies and runs them better than the people who originally built them.

The magic lies in a three-step loop they call the Playbook:

Founded in Copenhagen in 2013, headquartered in Milan since, they've completed more than 50 acquisitions. The current portfolio reads like a list of brands you assumed had been buried next to Buzzfeed:

In March 2026 the portfolio served over 500 million monthly active users and more than 9 million monthly paying customers. Which is a big step up from December 2023, when those numbers were just 111 million and 3 million.

The user base roughly 5x'd in two years. And yet none of that was a single product going viral, but rather a shopping spree.

So who's behind this rebuilding? In 2025, Bending Spoons received around 800,000 job applications and hired 286 people. That's 0.04%. Harvard's acceptance rate is roughly a hundred times more forgiving. And the people they keep, the Spooners (also my nickname at summer sleep away camp), operate under a doctrine they call "uncompromising excellence":

In the polite Italian phrasing, they will fire your ass and cut you a check on the way out.

One more thing before we get to the stats. In more than a decade and 50-plus deals, they have never sold a business. In fact, the model assumes they never will. Every acquisition is underwritten as if they’ll hold it forever.

A metrics rundown before we get into how the software sausage factory is financed.

Revenue grew 95% in 2025. Pump the brakes before you tattoo that on your forearm.

Organic growth was 13%.

Bending Spoons defines organic growth as this year's revenue over what the same businesses did last year, pre-acquisition revenue included. So of the 95 points of growth, roughly 82 came from wiring money to sellers and 13 came from the businesses they already owned getting better after making changes to tech and team.

Buying growth is the basis of their model, so I'm not going to clutch pearls about acquired revenue at an acquisition company. What gives me pause is what's living inside the 13.

Brightcove revenue went down last year as subscribers left. Evernote grew revenue while losing subscribers in some years, because they raised revenue per user faster than users walked out the door.

A good chunk of the organic line is price hikes and monetization squeezes pressed onto a base that's slowly leaking, rather than a bustling turnstile of new humans showing up.

Net retention validates this as well.

You're buying a 13%-organic growth company that touts a 95% in-organic growth headline. The number that resonates most probably says a lot about both you and the company.

Net income went down three years in a row while revenue tripled. Whoopsie daisies.

GAAP net income: $161M (2023), $89M (2024), negative $0.2M (2025). The company's preferred number, Adjusted Net Income, went the other way: $96M, $229M, $376M. A beautiful dance when you see it.

Here's what they add back to get from a GAAP operating income of $278M to an Adjusted Operating Income of $613M in 2025:

That's $335 million of adjustments, more than the $278M of operating income they actually reported. So the add-backs are bigger than the profit.

Now, some of this is defensible. Amortization of acquired intangibles is a non-cash accounting artifact of buying companies, and at a serial acquirer it's permanently elevated. It is absolutely their favorite line item, the way Adjusted EBITDA was every leveraged buyout's favorite line item in 2007. If you're going to own a roll-up, you have to be at peace with adding back amortization, or you'll never see the cash.

The reorganization line is where I'd slow. "Reorganization-related expense" is the cost of firing the people at the companies they buy. It was $79M in 2025 and, more strikingly, $76M in Q1 2026 alone, which is about a quarter of that quarter's entire Adjusted Operating Income.

Remember, the Playbook's step two is restructuring. Cutting Evernote from 341 people to 60 is less a one time event and what they do over and over again each time they buy a company. And they are in the business of buying companies. So when the recurring cost of running your business is being treated as a non-recurring add-back, I mean, okay play the course as it lies!

And then there's tax, which is why GAAP net income is such a mess. The Danish-founded, Milan-headquartered, multi-jurisdiction structure makes the tax line jump around like a Rasheed Wallace technical foul. Which is part of why they want you looking at the adjusted numbers in the first place.

I’m not a realtor, but this is a house of adjustments. If you want to live in it depends on how much of the cost of buying and gutting companies you're willing to call "non-recurring."

Once you get past the M&A, the operating model is clean and kind of beautiful.

Revenue is overwhelmingly subscriptions, and acquisition is overwhelmingly organic. Customers acquired through organic channels (word of mouth, non-paid search) accounted for 79% of revenue from new customers in 2025. They deliberately favor targets that don't lean on paid advertising, because ad-driven acquisition is volatile and they want revenue they can forecast. When you buy a brand like Evernote or AOL, the demand walks in the door for free out of two decades of habit (you can pry the AOL homepage from my auntie’s cold, dead hands).

Cost of revenue is mostly three things: amortization of acquired intangibles, cloud infrastructure (AWS and Google Cloud), and the toll they pay to get paid.

That last one is the App Store tax. In Q1 2026, 75% of revenue came through electronic payments, and a third of that ran through the Apple App Store or Google Play, where Apple and Google retain 15% to 30% of the transaction. By contrast, Adyen, PayPal, and Stripe charge 5% or less, and a wire transfer costs them under 0.1%. The filing more or less shrugs and admits customers convert better when the App Store is the default, so they'll keep paying the toll. You fish where the fish are.

Which raises the question I'd want answered on the roadshow: as Bending Spoons scales to a billion users, can it use that buying power to negotiate the App Store and processing fees down? That's real money. A few points off a 15-30% take across a growing subscription base is its own profit lever, and it's not as loud in the S1 as I'd expect.

The reason they can pull this efficiency off across ten unrelated apps is a stack of proprietary technology they deploy into every business they buy (fun names incoming):

Net net: The moment they acquire a company, Juno gives them a better checkout, Minerva gives them better pricing, and the experimentation suite gives them a thousand monetization tests they couldn't run before. While the companies are all standalones, they benefit from software infrastructure and monetization expertise that's been proven across other companies in the portfolio.

So on a like-for-like basis, once a business has been inside Bending Spoons for a year or two, is it actually better? Or does it just look better because they keep buying new toys?

Evernote provides the best supporting evidence that the playbook is legit. They acquired it in January 2023 and:

And Remini is a growth proof point. Acquired in 2021 and rebuilt from scratch, by 2025 it:

AI cuts in three directions at once.

First, it's their sharpest tool. Inside their own engineering org, the share of pull requests authored or co-authored by AI went from less than 10% in Q1 2025 to over 90% a year later, with roughly 70% written by AI alone. Revenue per Spooner more than doubled, from $1.12M to $2.57M in two years.

Second, it decides whether the things they buy survive. Some of the portfolio gets supercharged by AI: Remini is an AI app, and photo and video editing only get more valuable as the models improve. And yet, some of it sits directly in the blast radius: note-taking now competes with ChatGPT and Notion, and file transfer is a feature rather than a product.

Third, and this is the clever part, AI is also their deal pipeline. Their pitch is that as more owners watch AI threaten their business and realize they can't keep up, more of them will sell, valuations will come down, and the targets will get cheaper. So the same force that threatens the assets they already own also refills the shopping cart.

That works as long as Bending Spoons is always the buyer and never the bought. If you never have to sell, you never have to catalyze a final price. But at the same time, as a public company, the market will weigh you daily.

So the playbook seems real. I was underwhelmed by the revenue growth but pleasantly surprised by the cost savings. The open question is less “can they fix a business”, and more “will the businesses they own exist in their current forms in ten years?”

Operating cash flow doesn't fund the acquisitions. Debt and equity do.

In aggregate, from 2023 through Q1 2026 they put roughly $4.6 billion to work buying companies, against a few hundred million a year of internally generated cash.

In 2025, Bending Spoons threw off $291M of operating cash and spent $1.85 billion on investing, almost entirely acquisitions. The +$1.5B gap was plugged with $1.94B of financing. In Q1 2026 they deployed another $1.65B and raised $1.74B to do it.

The cost of all that leverage is now compounding faster than the business. Interest expense grew 337% in 2025 (to $143M) and 382% in Q1 2026 (to $93M), against revenue growth of 95% and 132%. In 2025, interest ate 51% of operating income. In Q1 2026 it ate 78%. Annualize that Q1 interest run rate and you're looking at roughly $370M of interest a year.

On the equity side, the capital came from a tight cap table. The largest outside holder is Galileo Quattordici S.à r.l., a Luxembourg vehicle, alongside Baillie Gifford, and a long tail of co-founders and early backers. Goldman led the $710M raise at $11.7B last October.

The four co-founders keep control through a dual-class structure. Class A shares carry five votes each and are held by CEO Luca Ferrari, Matteo Danieli, Francesco Patarnello, and Luca Querella. Ordinary shares (what you'd buy) get one vote. Same setup as most founder-led tech IPOs: public investors get the economics, the founders keep control of the wheel.

Listing on Nasdaq Global Select Market as BSP. Syndicate is 14 banks deep, led by Goldman and JPMorgan, and notably stocked with European houses like UniCredit, Intesa Sanpaolo, and BNP Paribas.

Valuing Bending Spoons is hard for the reason every conglomerate is hard: it's a sum of parts. You'd value Evernote like a sticky productivity SaaS business, AOL like a melting but cash-generative portal, Remini like a volatile consumer app, and the whole thing like a leveraged compounder. Nobody values Berkshire by slapping one multiple on it, and nobody should value this on one multiple either.

But we do know…

The reported valuation target is roughly $20 billion. Against $4.36B of debt and $741M of cash, that's about $23.6B of enterprise value. On that basis:

Here's where you have to decide what you're buying:

What you're actually pricing at $20 billion is a bet that the operating machine is real (Evernote says yes), that AI keeps widening the productivity edge (the pull-request data says maybe), and that the next 50 acquisitions are as good as the first 50 (before the interest expense catches the earnings). That's a bet on Luca Ferrari being Henry Singleton.

1. The financial statements are shaded grey, not banker blue: A small thing, but the whole filing uses this understated greyish shading on the financial line items instead of the standard navy every Goldman deck has used since 1985. Very Milan. Very "we have a design sensibility and you will feel it." I respect it.

2. They acquire constantly, and the S1 is already stale: The portfolio list in the filing doesn't even capture everything. They picked up Tractive, the Austrian pet-tracking company, on May 18, 2026. By the time this trades, there will probs be another logo.

3. Their TAM pitch is a thousand more of these: Management estimates an addressable market of more than 1,000 businesses between $50M and $500M in revenue generating nearly $400 billion in aggregate annual revenue. From Ferrari's view, the entire discount rack of the digital economy is potential inventory.

4. They're listing alongside the heavyweights: Bending Spoons is filing into the same window as SpaceX and a parade of trillion-dollar AI names. A $20B European roll-up is going to have to fight for attention in a summer where the rockets are getting all the oxygen.

Disclosures: None of this is investment advice. I write these at my kitchen table while Walter snores on my foot. Do your own homework. This is for information and entertainment purposes only.

Wishing you an acquisition pipeline as deep as their job applicant pool, and a balance sheet that compounds faster than its interest expense,

CJ