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This week, Bending Spoons filed to go public on the Nasdaq under BSP. The headline numbers will carry the coverage. Revenue of $1.31B in 2025, up from $387M in 2023. 500M monthly active users, up from 111M. 9M paying customers. Net revenue retention in the mid-90s for a largely B2C base. 83% of new customers acquired organically, with advertising at just 3% of revenue. An 8-year revenue-weighted subscriber tenure.

A sticky-subscriber machine, disclosed cleanly. It is also the wrong story.

Those metrics are not one customer base. They are 50+ acquisitions — AOL, Evernote, Vimeo, Eventbrite — aggregated with no portfolio-level deduplication. The 8-year tenure conditions on survival; measure only the customers still here and the number inflates itself. Underneath sits $4.36B of debt and a promise never to sell.

So the question the F-1 raises is not whether the metrics are good. It is whether anyone outside Milan can actually underwrite them.

For most of the past two years, the story has been that nobody buys software anymore — they buy distressed software. Private equity learned the playbook decades ago: acquire, cut, harvest. But PE eventually sells. The model needs an exit.

This week, a company that refuses to exit filed to go public. Bending Spoons, listing on the Nasdaq under BSP.

It is not a company anyone has a clean mental model for. A Milan-based firm, founded in 2013, that has bought 50+ digital businesses — AOL, Evernote, Vimeo, Eventbrite, WeTransfer, most recently a GPS pet tracker — and claims it has never sold a material one. It borrowed $4.36B to do it. Revenue went from $387M in 2023 to $1.31B in 2025. A $112M net loss last year flipped to $27.5M of net income in Q1 2026. Last October, Cox, T. Rowe Price, and Baillie Gifford marked it at $11B.

And that is exactly why it matters. Bending Spoons is not a software IPO. It is a permanent-hold PE firm asking the public market to price a portfolio of other people's customers — 500M users across dozens of products, with no way to see through to any single one.

So let's dig into the numbers.

Bending Spoons started in 2013 in Milan, about as far from Silicon Valley as a software story can begin. The early years were unremarkable — a studio building and acquiring consumer mobile apps, the best known being Remini, an AI photo enhancer that briefly topped the App Store. The cash those apps threw off funded the real strategy.

Around 2022, the company changed category. It stopped buying apps and started buying brands the internet had given up on. Evernote in 2022. WeTransfer, Brightcove, Komoot, StreamYard, Harvest. Then the 2025 sprint: Eventbrite, AOL, and Vimeo in rapid succession, followed by pet tracker Tractive in March 2026. Fifty-plus acquisitions to date, funded by $4.36B of borrowing and a $710M round at $11B.

The model is private equity with one rule removed: Bending Spoons says it does not sell. Every acquisition is a permanent hold. The IPO is the exit — for shareholders, not portfolio.

Every F-1 risk section is boilerplate. This one has a few lines that are not.

Start with the founders. Bending Spoons has no employment agreements with CEO Luca Ferrari or acquisitions chief Francesco Patarnello. Either can walk at any time. For a company whose entire model is one team's judgment about what to buy and what to cut, that is not a footnote.

Then the diligence admission. The filing says selling parties provide limited information, that Bending Spoons may not confirm its accuracy, and — in its own words — may decide it is commercially reasonable to carry out no diligence at all. Fifty-plus acquisitions, $4.36B of debt, and a stated willingness to buy blind when the price is right.

The quieter one matters most: historical performance "may have benefited" from cost optimizations in acquired businesses, and future profitability may differ if similar opportunities run out. Translation — the margin story depends on a continuous supply of bloated targets to cut. The playbook needs fresh patients.

Add the contagion risk the company names itself: one product's stumble bleeds into the whole portfolio, because everything now carries the Bending Spoons name.

These are not generic risks. They are the model, disclosed.

Most S-1s pitch a market for their product. Bending Spoons pitches a market for other people's products.

The filing puts numbers on it: more than 1,000 digital businesses, private and public, generating nearly $400 billion in aggregate 2025 revenue, identified through internal analysis and PitchBook data. The supply side is moving too — the pipeline is at an all-time high, and the company evaluated 200+ targets in depth last year while closing six.

Read the footnote, though. The study "has not been reviewed by PitchBook analysts and may be inconsistent with PitchBook's methodology." This is a self-graded TAM. No third-party validation, and the risk section concedes the market may prove smaller than expected.

The more interesting claim is that AI expands the opportunity from both ends. On the demand side, AI lets Bending Spoons do more with fewer Spooners — it has passed on deals before due to capacity constraints, and that ceiling may lift. On the supply side, the filing argues that undiversified businesses unable to capitalize on AI will face disruption, increasing owners' willingness to sell at lower valuations.

Most software companies sell one product. Bending Spoons sells none of its own — its product is the Platform that sits underneath fifty acquired ones.

The portfolio is the visible layer: AOL, Brightcove, Eventbrite, Evernote, Harvest, komoot, Remini, StreamYard, Vimeo, WeTransfer — ten businesses generating 80%+ of revenue, spanning email, video, ticketing, notes, time tracking, hiking maps, and photo enhancement. There is no thematic logic connecting them. That is the point.

The actual product is what gets installed after the deal closes: a data infrastructure processing 3.8 billion data points per day, Minerva — an AI lifetime-value predictor built since 2019 — and an experimentation toolkit that ran 3,000 tests in 2025. Most acquired businesses adopt nearly all of it. Strip out the brand, swap in the machinery.

The same logic applies to people. 800,000 applications in 2025, 286 hires — under 0.04% — allocated like capital across the portfolio, task-forced into a new acquisition and redeployed when the transformation ends.

Then there's the AI claim worth watching: 90%+ of pull requests now AI-authored or co-authored, with 70% written by AI alone, and revenue per Spooner up from $1.12M to $2.57M in two years. The pitch is that the Platform compounds while the portfolio is interchangeable. The products are inventory. The factory is the moat.

Bending Spoons' business model has two engines, and the second one is what makes it a compounder instead of a collector.

The first is subscriptions. 93% of 2025 revenue, auto-renewing, terms from one week to a few years, with no customer above 1% of revenue. NRR of 95% in 2025 — sub-100, but unusually durable for B2C: 48% of subscription revenue comes from customers with five-plus years of tenure, 28% from ten-plus. Advertising (AOL, Remini, WeTransfer) and Eventbrite's ticketing take fill the rest. And 83% of new-customer revenue arrives organically, with ad spend cut from 9% of revenue to 3% in three years. The portfolio funds itself.

The second engine is the reinvestment loop. Cash from operations — $59M in 2023 to $291M in 2025 — plus debt, recycled into the next deal. Aggregate enterprise value acquired: $194M in 2023, $876M in 2024, $1.92B in 2025, $2.01B in Q1 2026 alone. The deals are underwritten to a 65% levered IRR hurdle, financed by term loans at a leverage ratio of 2.24 against a 4.00 covenant.

The number that proves it: Adjusted Operating Income Margin went from 36% to 47% while revenue tripled. Buy, cut, harvest, redeploy.

Luca Ferrari — Co-Founder and Chief Executive Officer

Luca Ferrari has served as CEO and board member since June 2013. Before Bending Spoons, he was an associate at McKinsey from 2010 to 2012 and co-founded Evertale, an AI-based self-writing diary app — meaning his first startup was an AI product fifteen years before the current wave. He holds engineering degrees from the Technical University of Denmark and the University of Padua, each with honors. The filing discloses he has no employment agreement and may leave at any time.

Francesco Patarnello — Co-Founder and Head of Business Acquisitions
Patarnello co-founded the company and has run business acquisitions since 2013 — the function underwriting every deal against a 65% levered IRR hurdle. He was CEO of Evertale before this. Also no employment agreement.

Francesco Mancone — Chief Technology Officer and Enrico Martinelli — Co-CFO complete the pattern: both promoted from within (2019 and 2015 hires), both rotated through data science and engineering before taking the seat. Martinelli came up through the AI function — a CFO with a software engineering degree.

Bending Spoons' cap table reads more like a family business than a venture story. The founders kept control for a decade by barely raising — $549M of primary equity in the company's entire history, 99% of it since 2023. Average annual dilution from issuance since then: 6.1%. From equity compensation: 1.5%. In Q1 2026, dilution was 0.4%. The filing states the logic plainly — the company views its cost of equity as high and prefers debt.

The names arrived late and at scale. October 2025: $710M from Cox Enterprises, T. Rowe Price, and Baillie Gifford at an $11B valuation — crossover investors, not VCs, buying in twelve years after founding. The growth capital is the $4.36B of term loans, kept at a 2.24 leverage ratio against a 4.00 covenant.

So the question the cap table raises is the inverse of the usual one. There is no PE sponsor that needs an exit, no early VC fund hitting year ten. The $11B mark is eight months old and was set by investors who typically hold through IPOs. The question is not who needs out. It is whether public investors will pay above a price T. Rowe set with better information than they have.

Bending Spoons names its competition in two arenas, and the second one matters more.

The first is product-level: each of the ten main businesses fights its own war. Evernote against Notion, Vimeo against YouTube, WeTransfer against Dropbox, Eventbrite against Ticketmaster. Fifty fronts, no shared enemy. Diversification means no single competitor can kill the company — and no single victory moves it.

The second arena is the deal table, and here the names matter. Thoma Bravo's mid-market Discover funds — buying software in the same size range Bending Spoons hunts — have produced a 24.8% net IRR since inception, and that counts as elite. Its best fund ever returned 44.7%. Both run on five-year clocks: buy, fix, and then the asset must be sold, often into a soft market — Bain counts 29,000 companies worth $3.6 trillion sitting unsold in PE portfolios, half held five years or more.

Bending Spoons underwrites to a 65% levered IRR with no exit required and no fund clock. The bar is cleared not by selling better but by never selling. That is the arbitrage — and it survives only as long as Thoma Bravo, Francisco Partners, and Clearlake keep bidding with five-year clocks while Bending Spoons bids without one. Thoma Bravo just raised $34.4B across three funds. The capital hunting the same neglected software is at an all-time high, and every dollar compresses the entry multiples the 65% hurdle depends on.

So the competition is not Notion or YouTube. It is whether the arbitrage stays private. The IPO publishes the playbook, the hurdle rates, and the TAM list. The filing itself is an invitation to compete.

Bending Spoons' financials are the rare kind in software right now: hypergrowth and operating profit at the same time. Revenue grew to $1.31B in 2025, up 95%, with Q1 2026 at $601M — growing 132%. Operating income hit $278M, a 21% margin. Adjusted Operating Income Margin: 47%, rising to 51% in Q1.

The number that does not behave is the bottom line. Net income in 2025 was a $204K loss — effectively zero — on $111M of pre-tax income. The gap is a $111M tax bill and, above it, $142.6M of interest expense. The debt eats the profit before shareholders see it.

The pro formas show what was actually bought. With AOL, Vimeo, and Eventbrite included for all of 2025, revenue doubles to $2.61B — and pro forma net income is just $22.4M. AOL alone contributed $333.6M of operating income on $633M of revenue, a 53% margin. AOL is not a nostalgia purchase. It is the cash engine of the portfolio. Eventbrite and Vimeo, meanwhile, both arrived losing money — that's the inventory the playbook now has to fix.

And the financing tells you the cost of speed: the new term loans run up to SOFR plus 5.88% — north of 10%. So the question is not whether the machine grows. It is whether the businesses can be cut faster than the debt compounds.

Bending Spoons files one of the strangest records to reach the public market in years. A permanent-hold acquirer, 84% revenue CAGR, run by four Italian engineers who answer to no PE sponsor. The filing is also a test the model has never faced: a quarterly scoreboard.

The bull case is real. The Platform compounds, 47% adjusted margins, 83% organic acquisition, and AI making each transformation cheaper than the last.

But here is the verdict: this IPO asks public investors to price an information asymmetry they cannot close. The metrics are aggregated across fifty customer bases with no deduplication — the filing admits it has no reliable method. The tenure number conditions on survival. GAAP net income rounds to zero, and pro forma the combined business earned $22.4M on $2.61B of revenue. T. Rowe set the $11B mark eight months ago with diligence access you will never have.

The machine is impressive. The disclosure is not sufficient to underwrite it. At $11B, you are not investing in Bending Spoons. You are trusting it.

Anand Raghavan is the Chief Product Officer at Snorkel AI, the leading data-centric AI platform for enterprise. Before that he co-founded Armorblox, sold it to Cisco, and spent two and a half years launching AI products inside one of the world's largest technology companies. 

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