Bending Spoons's IPO filing shows 2025 revenue of $1.3bn up 95%, but organic growth of only 13% means roughly 82 of those 95 points came from acquisitions.
Adjusted net income of $376m contrasts with GAAP net income near zero, as add-backs of $335m and recurring job cuts drive the gap, host CJ Gustafson argues.
With about $4.4bn of debt and interest expense consuming 51% of operating income, the $20bn valuation hinges on the acquisition model holding up as deals scale.
Bending Spoons' $20 Billion IPO Rests on Bought Growth
Bending Spoons is a serial buyer of discounted software, now heading to a roughly $20bn IPO. Its growth is overwhelmingly bought, and its profit depends on large adjustments, steady job cuts and price rises. With heavy debt and disclosed control weaknesses, the bull case rests on the operating model holding as acquisitions scale.
Takeaways
Most growth is purchased, not organic. Fiscal 2025 revenue reached $1.3bn, up 95%, but organic growth was 13%, so roughly 82 points came from acquisitions. Net revenue retention sits in the low nineties, so the base shrinks yearly unless price rises refill it.
Adjusted profit hides near-zero GAAP earnings. GAAP net income was about negative $200,000 in 2025 against $376m adjusted. Add-backs of $335m exceed GAAP operating income of $278m, including $79m of reorganization costs that the host says recur because job cuts are part of the model.
Debt and interest absorb half of operating income. The company carries about $4.4bn of debt against $741m of cash, funded by repeated term loans. Interest expense rose to $143m in 2025 and consumed 51% of operating income.
Cutting staff and raising prices drives the model. The playbook is to buy digital businesses, transform them, and reinvest cash in more deals, never selling. Evernote's team fell from 341 people to 60. Revenue per employee reached $2.57m in 2025, up from $1.12m in 2023.
Filing flags weak controls and concentrated control. The filing discloses multiple material weaknesses in internal controls, and the unaudited first-quarter statements were restated. Four cofounders led by CEO Luca Ferrari hold dual-class shares, and the company reports as a foreign private issuer.
The $20bn valuation rests on execution. The target compares with $11.7bn eight months ago and $2.8bn two years before that. Enterprise value near $23.6bn is about 18 times 2025 revenue and 14 to 17 times forward adjusted EBITDA guided at $1.4bn. Constellation trades richer.
Scale and a deep pipeline support the bull case. The portfolio has over 500m monthly active users and 9m paying customers. First-quarter 2026 revenue was $601m, up 132%. The pitch is that AI threats push software owners to sell at lower valuations, refilling the pipeline.
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