Run the Numbers
00:29:16 · CJ Gustafson
Loyalty here is habit and brand affinity. It is not paper. It is not a contract. Number five, foreign private issuer status. So Bending 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 fans, 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 cofounders keep control through that dual class structure. Class a shares carry five votes each and are held by CEO Luca Ferrari, Matteo Donnelli, Francesco Patronello, and Luca Quarela. Ordinary shares what you would get, get one vote. 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 Mylaw junior who sits on it. He's actually the chairman of Booking Holdings and its former CFO. We like that. If you wanna signal that someone who has actually run public company finance and scale looked at this thing and was willing to put his name on the cover, there it is. The rest of the board includes coalition CEO Joshua Moda and a mix of operators and academics. The syndicate here is 14 banks deep. It's led by Goldman lead left, then they got JPMorgan and stop with European houses like UniCredit, Intesa Sanpaolo, and BNP Paribas. A roll up with a continental bench. 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 it's a sum of the parts. You'd value Evernote like a sticky productivity SaaS business.
00:31:29 · CJ Gustafson
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 Burke here by slapping one multiple on it. Nobody should value this on one 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 20,000,000,000. So against 4,360,000,000 of debt and 741,000,000 of cash, that is about 23,600,000,000 of enterprise value. So on that basis, if you took their 2025 revenue of 1.31, that would be 18 x for revenue. If you took their TTM revenue of 1.6, it would be 15 x. If you wanna look at this on an adjusted EBITDA basis, maybe we should have been doing that all along, the CEO's guided to 1,400,000,000 of adjusted EBITDA in 2026, up from a reported 700,000,000 in 2025, which pencils to roughly 14 to 17 x EBITDA. Here's where you have to decide what you're buying. At 14 to 17 x forward adjusted, I said adjusted EBITDA, you're paying a premium roll up multiple. Constellation Software is the gold standard of software acquires 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 Bending Spoons is 13% organic growth, a 100% effective tax rate last year. 4,400,000,000 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 20,000,000,000 is a bet that the operating machine is real. Evernote says, yeah. That AI keeps widening the productivity edge. 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.
00:33:41 · CJ Gustafson
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 it's very Milan. Number two, they acquire constantly and the s one 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 05/18/2026. By the time this trades, there will probably be another logo. Three, 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 400,000,000,000 in aggregate annual revenue. So looking at businesses generating between 50 and 500,000,000 in revenue, and Ferrari's framing the entire discount rack of the digital economy as inventory. Number four, they're listing alongside the heavyweight. So Bending Spoons is filing into the same window as SpaceX and a parade of trillion dollar adjacent names. A $20,000,000,000 European roll up is going to have to fight for attention in the summer or the rockets are getting all the oxygen. And Drake out, 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 an intro by Fat Joe. Artwork by Meg D'Alessandro. 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'll take like two seconds, and our algorithm overlords love it. Drink water, call your mom, and have a great day. Peace.