← Run the Numbers
Run the Numbers
Bending Spoons S1: How Italy's Software Acquirer Built a $20B Empire From the Discount Rack
00:35:55
Loading summary
Transcript1 lines
- [00:00]
A
I cannot believe I get to do an S1 breakdown on this company. This is the Constellation Software equivalent of the software bargain bin. Today we're going to do the bending spoons I.P.O. s one breakdown. And if you haven't heard of Bending spoons, this is the most fascinating conglomerate of companies that you may have thought they were dead. They're not. Aol, cockroach of the Internet and many, many more. So let's get into it. Is this thing on? Yesterday's price is not today's price. 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? The kind of note taking psychos or the personal tagging system that Charlie from It's Always Sunny in Philadelphia would have dug? What if I told you that an Italian holding company owned Vimeo 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, and not the Patrick Swayze movie, Bending Spoons is what happens when you take Henry Singleton at Teledyne and Tom Murphy at Capital Cities and give them 4 billion in term loans and point them at the discount rack of the software industry. Everything must go. Most companies spend years trying to find product market fit. Pmf Bending spoons. They decided to outsource that part because that part has a ton of luck involved. It's hard. They are going public on the NASDAQ under the ticker BSP and they are reportedly chasing a $20 billion valuation. Eight months ago a Goldman LED round priced them at 11.7 billion. Two years ago they're worth 2.8 billion. Oh my goodness. So strap in because the numbers are going to look incredible right up until you ask the only question that really matters here. How much of this did they build and how much of this did they buy? What does Bending Spoons do? They buy software companies and they run them better than the people who originally built them did. So this is from their S1. Bending spoons is built on the conviction that operational excellence enables efficient growth through acquisitions. We acquire digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings and reinvest in additional acquisitions, thereby continuing the compounding cycle. So the magic lies in this three step loop that they call the Playbook. Kind of sounds like Ray Dalio's principles. So number one acquire Buy a digital business with a large revenue base in a future you can forecast few years out you including the risk that AI eats it. Also be disciplined on price. 2. Transform and optimize, gut and rebuild it. Reorganize the teams, read fire a lot of people, rewrite the tech, redesign the product and squeeze monetization I. E. Raise prices. 3. Reinvest, take those earnings, add some new acquisitions and quote prudent levels of incremental debt and go buy the next one. Repeat until you own the Internet's attic. So so founded in Copenhagen in 2013 and headquartered in Milan. Since they've completed more than 50 acquisitions, the current portfolio reads like a list of brands you assumed may have been buried next to Buzzfeed. So AOL that was in January of 2026 the email, news and search portal that my Aunt pam still uses. Brightcove February of 2025 they do enterprise video hosting. Eventbrite I bet you bought a ticket through them. March 2026 they do event ticketing Evernote I used to be a huge Evernote fanboy. January of 2023 the note taking app with 200 million lifetime accounts. I hate a cumulative metric like that. How many do they have today? Harvest July 2025 Time tracking and invoicing Komoot March 2025 Outdoor route planning so for like cyclists and hikers. Ravini June 2021 AI photo enhancement Streamyard I've definitely used that. April 2024 Live streaming for creators Vimeo November 2025 Video hosting and we transferred. July 2024 the send a big old file tool. So In March of 2026, the portfolio served over 500 million monthly active users, or as the kids say, mouse. And more than 9 million monthly paying customers, which is a big step up from December of 2023. Back then, those numbers are just 111 million and 3 million. So the user base bear with me roughly 5x in two years. And yet none of that was from a single product going viral, but rather a shopping spree. So who's behind this rebuilding? Well, in 2025, Benning Spoons received around 800,000 job applications and hired 286 people. That's more than the greater Boston area. My goodness, that is a 0.04% acceptance rate. So Harvard's acceptance rate is roughly a hundred times more forgiving than that. And the people they keep the Spooners, also my nickname at middle school Summer sleepaway camp operate under a doctrine they call uncompromising excellence from the rest. 1 It is uncommon for companies to part ways with team members who are performing adequately, no matter whether stronger contributors are available. By contrast, we proactively make and act on such determinations, even when doing so is difficult. We are committed to producing substantial support to departing members. In Italian, they would say they fire your ass and cut you a check on the way out. So one more thing before we get to the stats. In more than a decade and 50 plus deals, they've actually never sold a business. Yeah, they've never sold a business. So the model actually assumes they never will. Every acquisition is underwritten as if they'll hold it forever. All right, let's do a metrics rundown before we get into how the software sausage factory is financed. So revenue FY 2025 fiscal year 1.3 billion. That was up 95% year over year, up from 671 million in 2024 and then up from 387 million in 2023. That's an 84% two year CAGR. Q1 of 2026 did 601 million, up 132% year over year. Organic revenue growth FY 2025, 13%. So if you strip out the acquisitions, that's what the underlying portfolio actually grew was it was 7% in 2024. So they went from 7% to 13%. So roughly 82% of the 95% growth points in FY2025 were bought, not built. Trailing 12 month revenue. If you give them a little more credit here through March of 2026, it's 1.6 billion gross margin, 66%. So this is, if you smash them all together, it's 66% in 2025, 68% in Q1 of 2026. So it is climbing every year. It was 61% in 2023. Honestly, it's not that stellar. For a group of software companies only have a 60% gross margin, you'd expect it to be higher. But I have to keep reminding myself it's not just like simply software companies. It's a portfolio of assets here, subscription revenue. So where, where does that revenue come from? And, and what is the makeup of it? 84% of Q1 2026 revenue was subscription, 12% was advertising, 4% was others. It was 95% in 2023, 92% in 2024 and 93% subscription in 2025. So the recurring revenue mix barely moves inside any single business. But it does move at the portfolio level because they keep bolting on new ones. So it look additional businesses like AOL that are not solely subscription revenue. Net revenue retention, it was 94% in Q1 of 2026, 93, 91, 95. If you go back the last three years, more on this later. Okay, so 94% net revenue retention, that's not gross, it's net net income. And FY 2025, basically zero. It was negative. If we're being pedantic, it was 200 negative. 200K, down from 89 million in 2024 and 161 million in 2023. Those were positive numbers. Number. So adjusted net income FY 2025, 376 million. So that is up from 229 million 96 million in the prior two years. And please hold that big old gap in your noggin for a second here. Cash on hand, 741 million. Total debt 4.4 billion. Net debts around 3.6 billion. They got a lot of debt interest expense on that debt. FY 2025, 143 million. That grew 337% year over year. So Q1 alone, they paid interest expense of 93 million. Okay, here's something that's great. Revenue per employee or Spooner 2. 57 million per employee in 2025, up from 1.12 million in 2023. This is one of those incredible numbers that you'll see in software when you do it right, that you have leverage in your operating model. And it's core to honestly this company's entire thesis. Target valuation, big number. Well, I guess it's not as big as SpaceX and OpenAI and Anthropic, who are also crowding up IPO airwaves. 20 billion. And raising a reported 1.5 billion to do more acquisitions. The growth here is mostly bought, so revenue grew 95% in 2025. And like I said, pump the brakes before you tattoo that on your forearm. Because organic growth was 13%. They define organic the honest way, which I respect. They said this year's revenue over what the same business did last year pre acquisition revenue included was 13%. So of the 95, roughly 82 came from wiring money to sellers, and 13% came from the businesses they already had in house when they started. 13% on a portfolio this size, it's okay. Yeah, Buying growth is their entire model. So I'm not going to clutch pearls about acquired revenue at an acquisition company. Gives me more pauses. What's living inside that 13? Because Brightcove revenue went down last year as subscribers left Splice, shrank the year before, and Evernote grew revenue while losing subscribers in some years because they raised revenue per user faster than the users walked out the door. Hey the thanks for listening. We'll be right back after a word from our sponsors. Here's a growth tax that nobody talks about Every new pricing model you ship creates a nightmare for your finance team. Usage based pricing. Now you're tracking usage against commitments product bundles. Now you're untangling what to recognize and when for every line item. Mid cycle upgrades. Good luck manually reallocating revenue. The pricing strategies that drive growth are the same ones that break your your finance process right rev turns that irony into a competitive advantage. Your product team can ship new pricing without asking finance for permission, and your sales team can close deals without worrying about downstream chaos. But I've seen too many companies where sales are celebrating a huge quarter while finance is still trying to figure out how to recognize half of it. It's actually me. So here's a good place to start. Wrightrev built a free tool@calculator.wrightrev.com it scores your RevRec process, shows what's exposing you to risk, and tells you exactly where to focus before it bites you in the rear. Probably explains why your last close took so long. Check it out at calculator.wrightrev.com, all right, without the Boston accent. Calculator.wrightrev.com I got news for you. The ERP category is finally getting disrupted. And if you haven't heard of RILLA yet, please pay attention. It's the AI native ERP built specifically to replace netsuite and it's already won over hundreds of finance teams this Their mission is to make these zero day close a reality. And they're actually doing it. We're talking teams closing the books at 1:35pm on the first day of the month. Companies like Windsurf, Mercor and hundreds of others run their entire finance stack on Reallo, Revenue recognition, Close management, Multi entity, Native Stripe and Salesforce integrations. Woo. Everything a scaling company needs. They've got 5.0 star 50 wow 50 stars on G2. They're backed by A16Z and Sequoia. Heard of them and CPA LED implementations that get you live in 45 days. That is simply unheard of in the ERP space. If your books aren't running as fast as your business, check out Rillet. Book a demo@rillit.com cj that is R-I l l e t.com cj that's me. Maybe the first thought you had when you started a tech company wasn't about scenario modeling or Runway management or the fine print of an S1. I love a good idea. That's not where the magic happens. It's more fun to build something new, Design your quarter, zip or network with VCs. But what if you got your financials right early, long before your investors started asking? There's no limit to how far you can go and how many headaches you could stave off. Now that's where EY comes in. EY has been a part of Silicon Valley since, well, it was just a valley. And it's helped some of the most successful names in tech go from startup to exit to mega cap. You build the next big thing. And with the teams across strategy, tax audit and transactions, EY will help you build your next big thing. Right? Learn more@ey.com techstartups that's ey.com techstartups a good chunk of the organic line is price hikes and monetization squeezes pressed onto a base of customers who've been there for a while that is slowly leaking, rather than this bustling turnstile of new humans who are showing up. And the net retention number that I mentioned validates that as well because their blended NRR sits in the low 90s, which means the existing base shrinks a bit every single year before new logos try to plug that hole by business, the spread is wide. So Evernote is 99%, AOL is 95%, Streamyard's 91% and Romini is 87%. And keep in mind, many of these companies are consumer or prosumer facing with little expansion potential other than price hikes. Right. You can't like sell more Evernote licenses to one person, like you only need one. And the contracts are largely month to month subscriptions through app stores or on credit cards. So retention becomes even more important when it's structurally harder to upsell and cross sell. So you're buying a 13% organic growth company that touts a 95% inorganic growth headline. Which, it depends which number resonates with you. Right. Which person are you? It probably says more about you and the company. Okay, so this is truly a house of adjustments. Their net income went down three years in a row while revenue tripled. Yeah, and that's not a typo. So cap net income was 161 million in 2023, 89 million in 2024, negative 0.2 million or 200k in 2025. So the company's preferred number is actually adjusted net income. And that went the other way. It always does, right? It always addressed the other way. 96,229,376,000,000 most recently. So you got to really work out that quandary in your head. Here's what they add back to get from a GAAP operating income of 278 million to an adjusted operating income of 613 million in 2025. How do you get there? Amortization, impairment of acquired intangibles. Zap out 151 million transaction related expenses kill 85 million. Reorganization related expenses kill another 79 million other items not indicative of core performance. What could be in there? Woo. 21 million. That is 335 million of adjustments which is more than the 278 million of operating income they actually reported. So get this, the add backs are bigger than the profit. Love it when they do that. Now some of this is defensible. Amortization of acquired intangibles is truly a non cash accounting artifact of buying companies. And at a serial acquirer it's permanently elevated. It's, it's absolutely their favorite line item. You can tell it's the same like how adjusted EBITDA was every leveraged buyout's favorite line item in 2007. So if you're going to own a roll up, you have to be at peace with adding back amortization or you will never see the cash. The reorganization line is where I would slow down. So quote reorganization related expenses is the cost of firing the people at the companies they buy. It was 79 million in 2025 and more strikingly 76 million in Q1 of 2026 alone. Which is is about a quarter of that quarter's entire adjusted operating income. So remember the playbooks, the principles. Step two is the restructuring. Cutting Evernote from 341 people to 60 is less a one time event. And what they do over and over and over and over again when they buy a company, it's the business model. Yes, it's one time, but it's what they do one time over and over again. So when the recurring cost of running your business is being treated as a non recurring add back. The CFO's years should, yeah, they should perk up. And then there's the tax. Which is why GAAP net income is such a mess. In 2023, a 103 million tax benefit flattened the bottom line. In 2025 the effective tax rate ran near 100% of pre tax income of 111 million because net income of basically nothing. The Danish founded Milan headquartered multi jurisdiction structure. I would hate to do taxes for this company. Makes the tax line jump around like a Rasheed Wallace technical file. Get out Ball. Don't lie baby. Taxes don't lie either. Sometimes they do, which is part of why they want you looking at the adjusted numbers in the first place. This is a house of adjustments and whether 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. How do they make money? Well, once you get past the M and A, the operating model is clean and it's kind of beautiful. So revenue is overwhelmingly subscriptions and acquisition is overwhelmingly organic. And that is acquisition of customers. So 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. Why? 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 and out of two decades of habit. Cost of revenue is mostly three things. You got amortization of acquired intangibles. You got cloud infrastructure, which is aws, and Google Cloud, and the tolls they pay to get paid. This part's really important. This is the App Store tax. So in Q1 of 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 retained 15 to 30% of the transaction. By contrast, Adyen, PayPal and Stripe charge 5% or less, and a wire transfer costs them like nothing. The filing more or less shrugs, and it admits that customers convert better when the App Store is the default. So hey, we'll keep on paying that toll. Which raises the question I'd want answered on the road show. So as Bed and Spoon scales to a billion users, can it use that buying power to negotiate the App Store and processing fees down? That's real money if you can do it. A few points off a 15% to 30% take rate across a growing subscription base is its own profit lever. And it's not really talked about as loudly in the S1 as I'd expect. Improve that gross margin, get past that mid 60% point. And the reason they can pull this off across 10 unrelated apps is the stack of proprietary technology they deploy into every business they buy. So fun names incoming here, folks. Pico, Lumen and Abacus the shared data infrastructure processing 3.8 billion data points a day. Minerva an AI model that estimates customer lifetime value in real time, feeding market and pricing Juno the payments and checkout systems the thing that lets them rip out a new acquisition's billing stack and plug in their own optimized one. Janus and Orion the Experimentation toolkit running hundreds of concurrent A B tests. So 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 standalone, yes, like you don't like try to cross sell Evernote and Eventbrite. They do benefit from software infrastructure and monetization expertise that's been proven across the companies in the portfolio. Hey, thanks for listening. We'll be right back after a word from our sponsors. SaaS and AI spend is heating up, and most finance and procurement teams are already searching for shade. Uber burned through its entire 2026 AI budget in four months. ServiceNow did the exact same thing. Your vendors are counting on you to sweat through your next renewal and pay more than you should. Cool down your SaaS and AI spend this summer with SpendHound. Through June 12th, qualifying companies that sign up get $500 just for getting started. Teams using SpendHound reduce software and AI spend by up to 30% using real pricing benchmarks from over 1,200 companies across 10,000 AI and SaaS vendors. So when your next renewal hits, you're not taking the heat. You know exactly what fair pricing looks like and what you should negotiate for. Spenhout also includes on demand procurement experts who build negotiation strategies, review contracts, and ghostwrite emails on your behalf. That means you can stop getting burned by the tools you need and cut the ones that you don't before that auto renewal torches your budget. Rated number one on G2 and SaaS Spend Management, SpendHound is free forever. The team's up to 1,000 employees and only $10,000 per year for enterprise teams with $150,000 in savings guaranteed. Don't let your vendors and your enjoy your summer budget more than you do. Sign up by June 12th and get $500. How's that for a hot deal? Go to spendhound.com cj that's spendhound.com cj the CFO role has evolved faster than the tools built to support it. Most finance teams are still running infrastructure designed for a job that no longer exists. The reporting, the reconciling, the close that bleeds into the next month or quarter. That's not finance. That's overhead with a really crappy title. And the cost isn't just your time, it's everything your best people aren't doing while they're buried in it. Agentic finance shouldn't multiply your output, it should eliminate the work that was never worth doing in the first place. That's why I run mostly media on Brex, an intelligent finance platform with AI powered agents that capture expenses, automatically, enforce policy before the spend happens, and close your books in minutes instead of weeks. 35,000 companies like OpenAI, Coinbase, Anthropic and Doordash already run on Brex. It's time to get Brex AF. Learn more at brex.com metrics I've seen a lot of FPA tools and a laugh is one of the few that gave me that aha moment. Within minutes I remember watching their founder shout out to Albert, connect my netsuite data and build me a full PNL live in minutes. Aleph is now trusted by hundreds of leading companies. I've had the CFOs from Turo 8, Sleep, Zapier and more on the Pod and every one of them is a huge advocate. I also just published my second annual CFO Tech Stack Report and Aleph has been on the podium both years including a number one finish in the 50 to $100 million segment. This year, instead of being just another planning tool, they built a real enterprise grade data foundation for finance implemented at startup speed with AI native workflows woven into its DNA. All your systems erp, CRM, hrs, ats, product usage and more powering one clean governed data layer that finance can actually trust. With AI moving as fast as it is, they're pushing even further. Mcp, custom AI chatbots, AI powered variance analysis and the list keeps growing. Try it with your own data at get a left.com run that is G E T A L E P H.com run tell them CJ sent you does this Playbook actually work? I'm so glad you asked cj. Well, here's the question I most wanted answered in the S1I on a like for like basis. Once a business has been inside bending spoons for a year or two, is it actually any better or does it just look better because they keep buying new toys? Well, Evernote is the cleanest evidence that the Playbook is legit. They acquired it in January of 2023. They cut the team from 341 people to 60, an 82% reduction in force. They flattened management from four layers to two. They tore the monolithic code base into microservices and moved it to an event driven model which dropped it infra expense as a percentage of revenue by 47% in 2025 versus 2022. Not bad. Grew product releases 50% in 2023, then doubled them in 2024 with a smaller team. Grew revenue, improved profitability and now posts the highest net revenue retention in the portfolio at 99%. So yeah, that worked. And then you got Remini. It's the growth proof point. They were acquired in 2021 and rebuilt from scratch and by 2025 it served more than 5x the monthly active users of its pre acquisition self. It generated more than 9x the revenue and grew average revenue per user 50% even as the user base grew fivefold. Oh and they hit six viral spikes as the team engineered on purpose using their own marketing screening tools. Oh AI. Forgot about AI. The engine under all of this is AI and it cuts in three directions at once. So first it's their sharpest tool for operating leverage because inside their own engineering org the share of pull requests authored or co authored by AI went from 10% in Q1 of 2025 to over 90% a year later, with roughly 70% written by AI alone and revenue per spooner more than doubled from 1.12 million to 2.57 million in two years. So that's how 286 new hires run a portfolio of serving a billion people. Second, it decides whether the things they buy survive. Some of the portfolio gets supercharged by AI. Rimini is an AI app and photo and video editing get more and more valuable as the models improve. But some of it sits directly in the blast radius. So note taking now competes with ChatGPT Notion. Tough comp set there. File transfer is a feature rather than a product. Third, and this is the clever part, AI is also their deal pipeline. Their picture said is more owners watch AI threaten their business and realize they can't keep up. More of them sell, valuations come down and the targets get cheaper. So the same force that threatens the assets they already own also kind of refills the shopping cart, which is funny. And that works as long as bending spoons is always the buyer and never the bot. If you never have to sell, you never have to catalyze a final price. In the meantime, the market will weigh you daily. So the playbook seems very real. I was underwhelmed by the revenue growth, but pleasantly surprised by the cost Savings. And the open question isn't whether they can fix a business, it's whether the business they can buy will still exist in their current form in five years. Let's talk about the debt engine they've got. It's pretty large, so operating cash flow doesn't fund the acquisitions debt and Equity do. In 2025, Bedding Spoons threw off $291 million of operating cash and spent $1.85 billion on investing, almost entirely acquisition. The $1.5 billion gap got plugged with $1.94 billion of financing. In Q1 of 2026, they deployed another 1.65 billion and raised 1.74 billion to do so. Across 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. The fuel is this stack of term loans. They tapped the term loan a market repeatedly. They added a 710 million facility in 2024, 925 and 350 in 2025. Two more and I think these are euros, 476 million tranches. Then a fresh 950 million and 300 million in January. I'm not even going to read the rest. These folks got a lot of debt, but they have a lot of capacity. Right? They have undrawn revolvers, which sounds like a weapon. So there's dry powder for the next deal. The cost of all that leverage is now compounding faster than the business. So I mentioned interest expense grew 337% in 2025. They paid 143 million. Just interest expense and and 382% year over year. If you look at Q1 of 2026, they paid 93 million in interest expense in the first quarter. And that was against revenue growth of 95% and 132. So 2025 interest ate 51% of operating income. Q1 of 2026, it ate 78% of operating income. Annualize that Q1 interest run rate and you're looking at roughly 370 million of interest a year. A number that grows every time they sign another term loan to fund another acquisition. Right. Double edged sword on the equity side, the capital came from a tight cap table. Actually, the largest outside holder is Galileo Quatro Luxembourg Vehicle alongside Bailey Gifford. I've heard of them. And a long tail of co founders and early backers. So Goldman led the 710 million raise at 11.7 billion last October. That put some cash in the balance sheet let's talk about some red flags here. So they told the SEC their accounting controls have material weaknesses, multiple material weaknesses. The filing cites an absence of clearly defined structures and accountability, limited SEC reporting experience, insufficient SOCs and GAAP expertise, lack of segregation of duties, and weak controls over journal entries across all financial statements. By the way, they explicitly say the acquisition driven strategy and constant integration of new businesses increased the complexity and contributed to the weaknesses. So their unaudited Q1 statements were filed as restated. So for like a company whose entire model is buying consolidating other companies in their books, they're saying we can't reliably consolidate the books. That isn't a small disclosure. So safe to say they won't be acquiring any accounting software soon. Maybe they should. Maybe they should. Next, potential red flag the pro forma combined numbers come with a confession. So to show you what the portfolio looks like with AOL Eventbrite and Vimeo fully baked in, they built unaudited pro forma combined financials. And they wrote out loud that this information does not reflect our actual results of operations or financial condition and is not representative of our future results. What? Number 3 App Store Dependency A meaningful slice of distribution, marketing and payment collection runs through Apple and Google who take that 15 to 30% vig and can change the rules whenever they like. Number four no long term customer contracts. They generally don't have them. This is a subscription business that mostly bills month to month and consumer to consumer. The 8 year average subscriber tenure is reassuring, but there's no contractual lock in holding it there. Loyalty here is habit and brand affinity. It is not papered. It is not a contract. Number five Foreign private issuer status. So bedding spoons will report as an fpi, which means less frequent and less extensive disclosure than a domestic US company, plus the ability to follow Italian home country governance instead of certain NASDAQ standards. For all our governance fins, if you take a step back, you're buying a foreign issuer with lighter reporting obligations and a founder control board. Oh, number six, they've never sold anything. I've said that before. But the model assumes permanent ownership of every asset, which is like elegant when the assets keep compounding, but it's also terrifying if a few of them turn out to be melting ice cubes. That AI accelerates so there's no exit value in the strategy, which means impairments, not divestitures. Or how a bad deal eventually like catalyzes. Is this a compounding machine or a spaceship of tech debt? The honest answer is you won't know for a few years and neither will they. Let's talk about their cap table. Who owns what? Well, the four co founders keep control through that dual class structure. Class A shares carry five boats each and are held by CEO Luca Ferrari, Matteo Danelli, Francesco Patrinello and Luca Quarrella. Ordinary shares what you would get get one boat. So same setup as most founder led tech IPOs. Public investors get the economics, but the founders keep the wheel. The board has a name that should matter to its audience. There's someone named Robert J. Milaw Jr. Who sits on it. He's actually the chairman of Booking holdings and it's former cfo. We like that. If you want to signal that someone who has actually run public company finance at scale looked at this thing and was willing to put his name on the COVID there it is. The rest of the board includes coalition CEO Joshua Mota and a mix of operators in academics. The syndicate here is 14 banks deep. It's led by Goldman, lead left. Then they got JP Morgan and Stockbridge. European houses like UniCredit, Intesa San Paulo and BNP Parabas. A roll up with a Continental veg right on brand. How much is this thing worth? Valuing bending spoons is hard for the reason that every conglomerate is hard to value. It's the sum of the parts. You'd value Evernote like a sticky productivity SaaS business. You'd value AOL like a melting but cash generating portal, Rimini like a volatile consumer app and the whole thing like a leverage compounder. But nobody values Berkshire by slapping 1 multiple on it. Nobody should value this on 1 multiple either. But the parts you'd normally guess at are unusually visible here. We know the revenue is 84% subscription. We know blended NRR is 94%. We know organic growth is 13%. We know the adjusted operating margin is 47% climbing. So the sum of the parts is hard, but it's like not completely a black box. And the reported target is roughly 20 billion. So against 44.36 billion of debt and 741 million of cash, that is about 23.6 billion of enterprise value. So on that basis, if you took their 2025 revenue of 1.31, that would be 18x forward revenue. If you took their TTM revenue of 1.6, it would be 15x. If you wanted to look at this on an adjusted EBITDA basis, maybe we should have been doing that all along. The CEO is guided to 1.4 billion of adjusted EBITDA in 2026 up from a reported 700 million in 2025, which pencils to roughly 14 to 17x EBITDA. Here's where you have to decide what you're buying at 14 to 17x forward adjusted. I said adjusted EBITDA. You're paying a premium. Rollup multiple Constellation Software is the gold standard of software acquirers and the only true comparable public name. And it trades richer than that. So the bulls will tell you that bending spoons is actually cheap relative to the best in show competitor. The Bears would tell you that Constellation earns its multiple on decades and decades of never overpaying and never blowing up the balance sheet. And beding spoons is 13% organic growth, a 100% effective tax rate last year, 4.4 billion of fast growing debt material, weaknesses in its controls and a habit of adding back the cost of its own business model to get that EBITDA figure. Okay, so what you're actually pricing at 20 billion is a bet that the operating machine is real. Evernote says yeah that AI keeps widening the productivity edge. The the pull request data said maybe and that the next 50 acquisitions are as good as the first 50 before the interest expense catches the earnings. Right. That that's the cat and mouse game here. And it's also bet on Luca Ferrari being Henry Singleton. And Singleton was a real outlier. The base rate on this serial acquirer is the next Teledyne is not great, but it is also not impossible. Some miscellaneous stuff of note before we go. So the financial statements are shaded gray, not banker blue. Mind blowing. I know it's a small thing, but the whole filing uses this understated grayish shading on the financial line items instead of the standard Navy every Goldman deck has used since 1985. It's very Milan number two. They acquire constantly and the S1 is already stale. The portfolio list and the filing doesn't even capture everything. So they picked up tractive the Austrian pet tracking company on May 18, 2026. By the time this trades there will probably be another logo. 3 the TAM pitch is a thousand more of these thousand more of these companies. Management estimates an addressable market of more than 1,000 businesses generating nearly 400 billion in aggregate annual revenue. So looking at businesses generating between 50 and 500 million in revenue and Ferrari is framing the entire discount rack of the digital economy is inventory number four. They're listing alongside the heavyweight. So Ben and Spoons is filing into the same window as SpaceX and a parade of trillion dollar adjacent names a $20 billion European roll up is going to have to fight for attention in the summer or the Rockets are getting all the Oxygen and Drake albums. He tends to drop those in the summer Disclosures none of this is investment advice. Do not invest based on what I said I write these on my kitchen table while my dog Walter snores on my foot. Do your own homework. This is for information and entertainment purposes only. Wishing you an acquisition. Pipeline is deep as their job applicant pool and a balance sheet that compounds faster than its interest expense. Peace Run the Numbers is a mostly media production, yelling and intro by Fat Joe. Artwork by Meg Delesandro. Show is executive produced by Ben Hillman. Nothing said on this podcast is intended to be business or investment advice. It's the sole opinion of me, a guy who feeds his dog way too much ice cream and has a history of net operating losses. Lol. If you like this podcast hit subscribe and give us five stars. It will take like two seconds and our algorithm overlords love it. Drink water, call your mom and have a great day. Peace.