Bending Spoons IPO: 90% AI-Written Code and a $20B Valuation
Since Publication - June 24th 2026
The amended F-1 filed June 22nd confirms the pricing terms. The offering is 57,971,015 shares at $26-$28 per share, 34.4M primary shares from the company, and 23.6M secondary shares from existing shareholders. Post-IPO shares outstanding will be 635,219,310.
At the midpoint of $27, market cap is ~$17.1B. At the top of the range at $28, ~$17.8B. Enterprise value at the top of the range is approximately $19B once net debt is included, which is broadly in line with the preliminary $20B target. The offering is not a significant repricing; it is pricing consistent with the original target.
It also confirms the leverage ratio at the end of Q1 2026 was 2.19x adjusted EBITDA, well below the 4.0x covenant maximum. Cash and cash equivalents totalled $741M. The founders retain 82.71% of total voting power after the offering.
Pricing expected before July 4th. Of the three conditions set in My View below, only one is clearly met; the debt picture is cleaner than initially presented at 2.19x leverage. The secondary component at 41% is higher than typical for a growth IPO, existing shareholders are selling 23.6M shares at $26-$28, pocketing ~$615 to $660M while the company receives proceeds only from its 34.4M primary shares. The valuation at 12-13x EV/EBITDA is priced roughly in line with Constellation Software, not at a discount to it. Two of the three conditions that would have changed my sit-out thesis are unmet, the conclusion in My View section below stands.
There was also a new disclosure that Bending Spoons acquired Tractive GmbH on May 18th 2026, a GPS pet tracker subscription service not included in the preliminary F-1. No financial data for Tractive is included in the prospectus due to the recent completion.
Bending Spoons ($BSP) is filing for a Nasdaq IPO, targeting a $20B valuation and a $1.5B raise. The company owns AOL, Evernote, Vimeo, Eventbrite, WeTransfer, Remini, StreamYard, Meetup, Brightcove, and Harvest. Goldman Sachs, JPMorgan, and Allen & Company are the lead underwriters.
You have probably never heard of Bending Spoons, but you have most likely used something it owns.
Q1 2026 revenue was $601.3M (+132% YoY), the company went from a net loss of $112.2M in Q1 2025 to a net profit of $27.5M in Q1 2026.
The F-1 was filed June 8th and the IPO is expected in July 2026. Bending Spoons is incorporated in Italy and lists as a foreign private issuer, filing an F-1 rather than the S-1 used by US domestic companies. This is a preliminary F-1, the share price, number of shares offered, and certain financial details remain blank pending the amended filing.
What Bending Spoons Actually Does
Bending Spoons does not create software, it buys software businesses that already have brand recognition and users, then rebuilds them from scratch.
The four founders (Luca Ferrari, Matteo Danieli, Francesco Patarnello, and Luca Querella), started the company in 2013 after a failed startup called Evertale (an AI-powered personal diary app). Their conclusion from that failure was that luck determines whether a product finds its market, but operational excellence is entirely within your control. Rather than keep betting on product-market fit, they decided to fix that problem entirely by acquiring businesses that had already found it.
Their playbook is three steps: Acquire a digital business with an existing user base. Implement what the F-1 calls a "deep transformation", rewrite the codebase, restructure the organisation, redesign monetisation. Reinvest the resulting cash flow into the next acquisition.
50+ acquisitions later, they serve 500M monthly active users and 9M paying customers. Revenue grew from $387M in 2023 to $1.31B in 2025, an 84% CAGR over two years. The TTM through March 31st 2026 hit $1.6B.
Management has identified more than 1,000 digital businesses across private and public sectors as potential future acquisition targets, representing ~$400B in aggregate estimated annual revenue. The current $1.6B revenue base is less than 0.4% of that identified pipeline. The acquisition machine has a long runway if the model continues to hold
The closest comparable company is not a SaaS company. It would be Constellation Software or TransDigm, businesses that compound capital through disciplined acquisition rather than product development. The F-1 says as much, citing Henry Singleton and Tom Murphy as the models. Both built extraordinary businesses through the same three-step cycle Bending Spoons describes (acquire, operate better, reinvest).
The AI Engine Inside the Acquisitions
AI-authored or co-authored pull requests (the code changes that engineers submit for review), went from under 10% of total pull requests in Q1 2025 to over 90% in Q1 2026. ~70% were written entirely by AI with no human author.