(2026-06-08) Bending Spoons F-1

Bending Spoons has filed to go public. Excerpts from their F-1 (S-1 for foreign companies):

Origins

Evertale is up and running. The idea is to create a smartphone app that uses AI to automatically generate a user’s diary

By mid-2013, we have essentially no revenue, barely four months of runway in the bank, and a hard truth to reckon with: Evertale is a failure.

We liquidate Evertale and use the leftover $40,000 to start a new company alongside Luca Querella and Tomasz Greber, two Evertale standouts. We vow that product-market fit, Evertale’s Achilles’ heel, won’t be an issue again

Enter Bending Spoons

As we analyzed our experience during the Evertale years, two insights emerged: Luck plays a big role in finding product-market fit. We’d observed phenomenal entrepreneurs fail in their ventures and less remarkable ones succeed. Even accepting that our own judgment was flawed in some cases, it was apparent that luck mattered a great deal at the early stages of a business. This implied that many successful businesses were likely being run suboptimally, such that a more skilled operator could improve them. Luck is irrelevant when pursuing operational excellence. Developing world-class skills is about talent and dedication coupled with effective feedback loops. After three years of hard work and lots of lessons learned, we’d gotten much better at operating a digital business. Too bad our skills were being wasted on products nobody wanted.

Based on these insights, and to prevent our future success from depending on luck more than necessary, we devised the following strategy for Bending Spoons: Build the perfect operating machine. We would put our hearts and minds into becoming the best possible operators of digital businesses. The better our operating machine became, the more a digital business would gain as part of Bending Spoons versus as a standalone entity. Compound capital through acquisitions. Operational excellence would unlock an opportunity to grow efficiently through acquisitions. We would, in effect, be outsourcing the search for product-market fit, while directing all of our energy toward excelling at everything else

Our Playbook would be simple: acquire digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings, and reinvest in additional acquisitions, thereby continuing the compounding cycle.

The name

We chose to call the company “Bending Spoons,” a nod to the fictional concept of bending spoons with the mind. We loved (and still love) the name, as it served as a metaphor for a few ideas dear to us

Thirteen years seeking perfection

we learned about Henry Singleton at Teledyne and Tom Murphy at Capital Cities, whose examples were inspiring and instructive. In recent years, we studied Broadcom, Danaher, and TransDigm, each of which demonstrated how excellence in operating businesses can generate attractive financial outcomes through acquisitions

Effective execution comes down to three things: people, proprietary technologies, and proprietary data

we’ve conducted our acquisitions while applying internal-rate-of-return hurdles we regard as compelling: 65% on a levered basis and 25% on an unlevered basis for acquisitions completed in 2023 through Q1 2026

For each acquisition, the unlevered internal rate of return was calculated based on the estimated free cash flow directly attributable to the acquired business over the five years following the expected closing date, together with a terminal value at the end of that period. The terminal value was calculated using different methodologies over time. The current approach — applied to the most recent acquisitions — calculates terminal value based on the estimated growth for years six through ten and a weighted-average cost of capital. The earlier acquisitions instead relied on a multiple of enterprise value to EBITDA at year five. The levered internal rate of return was calculated on a similar basis, but also included the impact of hypothetical acquisition financing. We raise debt and equity at the level of Bending Spoons as a whole, so allocating financing to a particular acquisition requires making assumptions. In particular, acquisition financing assumed debt equal to the lower of 85% of the enterprise value of the acquisition, and the maximum amount of debt that the acquired business’s projected free cash flow could fully repay within five years of closing. The assumed cost of such debt was in line with the terms available to us at the time of the acquisition.

Reimagining acquired businesses

Applying those return hurdles wouldn’t have been achievable with merely superficial post-acquisition interventions

we’ve used AI for several years to enhance products, optimize marketing and monetization, and improve productivity, including by embedding it in our proprietary technologies. The share of pull requests authored or coauthored by AI at Bending Spoons grew from less than 10% in Q1 2025 to more than 90% by the end of Q1 2026, with around 70% authored by AI alone. In part helped by progress in AI, revenue per full-time equivalent Spooner (revenue per employee) increased from $1.12 million in 2023 to $2.57 million in 2025, and was $0.97 million in Q1 2026

a few examples of practices we consider important to our success, and that not every investor will embrace:

Prioritizing talent over experience. We’ve consistently hired high-potential students and new graduates, and swiftly placed them in positions of major responsibility

Favoring returns over organic revenue growth. An acquisition target’s projected organic growth is embedded in our assumptions and influences the price we’re willing to pay. But we ultimately make investment decisions based on expected returns, regardless of the organic growth profile and assuming we’ll never sell the acquired business. We believe our returns-centric approach is the optimal way to compound capital.

Bringing established businesses back to startup mode. When we acquire a business, we typically restructure it significantly, often transitioning to a much smaller, more talent-dense organization. We also eliminate as many rules and processes as is feasible, while promoting greater individual responsibility and accountability. (team agency?)

Outlook and resolution

When we started Bending Spoons, we had around $40,000 in seed capital and paid $10,000 for our first acquisition. Thirteen years later, we’re pursuing acquisitions in the billions of dollars

In March 2026, our businesses served over 500 million monthly active users and more than 9 million monthly paying customers. (1.8% paying)

We see a vast opportunity ahead. We’ve identified more than 1,000 digital businesses (both private and public) that could be attractive acquisition targets in the future, representing nearly $400 billion in aggregate estimated annual revenue in 2025

Across more than 50 acquisitions and subsequent operations

We closed one acquisition in 2023, five in 2024, six in 2025, and two in Q1 2026. 2017 was the only year in which we completed more than ten acquisitions, and there have been two years with no acquisitions, the most recent of which was 2020. In that year, we chose to devote a substantial portion of our resources to the pro bono development of a contact-tracing application in support of the Italian government’s response to the COVID-19 pandemic.

In Q1 2026, our main businesses were, in alphabetical order, AOL, Brightcove, Eventbrite, Evernote, Harvest, komoot, Remini, StreamYard, Vimeo, and WeTransfer. In aggregate, these businesses accounted for more than 80% of our revenue for the period.

In Q1 2026, 84% of our revenue was from subscriptions, 12% from advertising, and 4% from other sources. Subscriptions accounted for 95% of our revenue in 2023, 92% in 2024, and 93% in 2025, with advertising contributing nearly all of the remainder in each of those periods

Net revenue retention (NRR) was 93% in 2023, 91% in 2024, 95% in 2025, and 94% in Q1 2026. Net revenue retention differs by business: Averaged across Q1 2023 through Q1 2026, it was 95% for AOL, 99% for Evernote, 87% for Remini, and 91% for StreamYard. A business’s net revenue retention can fluctuate significantly over time, often as a result of monetization initiatives.

Customers acquired through organic channels accounted for 79% of revenue from new customers in 2023, 76% in 2024, 79% in 2025, and 83% in Q1 2026, with the remainder coming from customers acquired through paid advertising or direct sales and other go-to-market initiatives

Risks

Our ability to maintain customer or user satisfaction depends in part on the quality of our customer support, including support provided by third-party service providers

Our ability to attract and retain customers and users depends in part on the quality of our customer support, including assisting customers and users in using our products, responding to legal, privacy or security-related matters, and resolving performance and reliability problems. If we fail to provide effective customer support, customer satisfaction could decline, our reputation could be harmed, and customer and user churn could increase. As our customer and user base evolves, customer support demand may

In addition, we use AI-enabled tools to support customer support operations (chatbot). AI tools may generate inaccurate, incomplete, or inconsistent responses, including in ways that negatively affect user experiences or result in improper handling of billing, refunds, account access, privacy, or security-related matters, and may increase regulatory, legal, or reputational risks. If we are unable to effectively manage these risks, our customer support operations and customer and user satisfaction could be materially and adversely affected.

We may be unable to effectively leverage or develop sales capabilities to attract and retain enterprise customers, and to expand usage of our products within our customer base

Historically, we have not relied on a significant outbound sales force, and our ability to drive enterprise growth may depend on our ability to build and scale our sales organization and implement an effective sales strategy

Claims of U.S. civil liabilities may not be enforceable against us

We are incorporated under Italian law. Our executive officers and a significant portion of our board of directors reside outside the U.S. As a result, it may not be possible for investors to effect service of process within the U.S. upon such persons or to enforce judgments obtained in courts in the U.S. against them or us, including judgments predicated upon the civil liability provisions of the U.S. federal securities laws.

We will be a foreign private issuer and, as a result, we will be subject to reporting obligations that are less extensive and less frequent than those of a U.S. domestic public company

Management’s discussion and analysis of financial condition and results of operations

Business

Case studies

Remini

We acquired Remini in June 2021. At the time, Remini was a mobile application offering AI-based photo editing functionality, primarily focused on enhancing blurry or low-resolution images

The Remini acquisition was structured as an asset transaction, and no team transferred with the business. We initially allocated approximately 30 full-time equivalent Spooners to it. This team embodied the core elements of how we operate, including high talent density, a lean and flat organizational structure, and a culture that emphasizes truth-seeking and extreme ownership. Over time, as technological advances in the industry enabled increasingly compelling user experiences, we concluded that Remini’s opportunity set was expanding. Accordingly, we scaled headcount quickly, reaching a peak of 64 average full-time equivalent Spooners in 2024. As incremental opportunities later began to exhibit diminishing returns and higher-priority needs emerged elsewhere in the portfolio, we redeployed resources to other businesses, with Remini’s team declining to approximately 20 full-time equivalent Spooners at the end of 2025.

We were convinced that Remini had significant untapped potential, but that incremental product improvements would not suffice to realize it. Consistent with this view, we completely redesigned the application, centering it on the photo enhancement features that already accounted for nearly all user engagement. As part of the redesign, we eliminated all non-core functionality, such as the ability to color black-and-white photos or remove scratches and blemishes. This decision, informed by extensive analysis, made the user experience more intuitive and, together with other improvements, resulted in stronger product performance. For example, user retention over 60 days from install increased by 36%, and the number of photos processed and saved per user over the same period increased by 46%.

In 2023, we launched a set of new features that allow users to upload a small number of photos of themselves, which are then used by the underlying AI to generate photorealistic images. This launch triggered a viral spike that led Remini to temporarily rank first by free downloads on the Apple App Store in the U.S. and many other countries.

After experiencing Remini’s viral spike in 2023, we focused on building the capabilities required to systematically engineer such spikes and thereby drive repeated accelerations in user growth. By developing sophisticated market screening tools (including user sentiment analysis) together with a dedicated experimentation framework, we have triggered six additional viral spikes.

With respect to monetization, shortly after the acquisition closed, we refocused Remini from one-time and consumable purchases to subscriptions. Subscriptions accounted for 43% of total revenue in 2021, increased to 85% in 2023, and have maintained approximately that level thereafter.

Evernote

Since the acquisition, we have implemented extensive changes, reducing operating costs while accelerating the pace of innovation, overhauling the product and its underlying technology, and optimizing marketing and monetization. These efforts have driven revenue growth and improved profitability, and we expect Evernote to continue to grow in the coming years

The number of full-time equivalent team members dedicated to Evernote declined from 341 at the time of the acquisition to 60 (nearly all of whom were Spooners) at the end of 2024, a reduction of 82%. We brought management layers down from four to two, and removed many rules and processes in favor of greater individual responsibility — and corresponding accountability —  across the organization.

to appropriately staff the Harvest team following our acquisition of that business in July 2025, we redeployed approximately half of the team previously dedicated to Evernote, enabling us to execute the Harvest transformation quickly and effectively

We also dismantled Evernote’s monolithic system into microservices — that is, we transitioned it from a consolidated, difficult-to-navigate, and fragile architecture to a more modular, intuitive, and robust one. Moreover, we modernized Evernote’s client-server communication model, transitioning from a polling-based approach to an event-driven one. By delivering updates to clients as changes occur, rather than relying on frequent requests, we reduced unnecessary IT infrastructure load and related costs, improved server responsiveness, and mitigated data consistency issues when notes were edited across devices.

Year-over-year growth in new user registrations had been negative for several years: (23)% in 2021, (23)% in 2022, and (20)% in 2023. Combined with the product improvements described above, our marketing capabilities helped reverse this multi-year decline. New user registrations increased by 29% in 2024 and 20% in 2025.

One of the most consequential changes was allowing non-paying (freemium) users to access all features — many of which, such as task management and calendar integration, had previously been behind a paywall — while introducing usage limits on selected functionalities.

StreamYard

StreamYard provides video recording and multi-destination live-streaming tools for creators and businesses. We acquired StreamYard in April 2024

We reorganized the business, reducing the number of full-time equivalent team members dedicated to StreamYard from 154 at the time of acquisition to 44 (most of whom were Spooners) at the end of 2024, less than one year later, a reduction of 71%. In the process, we absorbed nearly all general and administrative activities into existing teams across Bending Spoons

We further improved the development experience by redesigning StreamYard’s rollback tools and processes. Together with strengthened monitoring, this reduced the need for lengthy pre-release cycles, shortening them from weeks prior to the acquisition to hours at the end of 2025. In turn, the shorter pre-release cycles enabled an acceleration in product development, which we discuss next.

One such gap concerned viewing formats. Live content is increasingly consumed in portrait mode, whereas at acquisition StreamYard focused primarily on landscape broadcasting. We introduced multi-aspect-ratio streaming, enabling users to automatically generate a portrait-optimized version of a livestream alongside the standard landscape format, without additional effort. Implementing this feature required rethinking layout logic and real-time rendering to support multiple synchronized outputs. In Q1 2026, 13% of subscribers leveraged this capability.

At the time of acquisition, a significant portion of paid advertising was unprofitable, while the profitable portion had further scaling potential. We paused advertising spend altogether and rebuilt the customer acquisition pipeline using our expertise and proprietary technologies. As a result, in 2025 compared to 2023 (the last full pre-acquisition year), we estimate that paid advertising generated 142% more new registered users, despite advertising spend being 11% lower.

Finally, in many cases, individual subscription plans were cannibalizing potential enterprise revenue. We implemented an automated system to detect business-like usage patterns, helping ensure that enterprise customers were assigned appropriate plans in accordance with StreamYard’s terms. Our monetization initiatives, including this more effective customer segmentation, resulted in average revenue per monthly active user being 64% higher in 2025 than in 2023.

The impact of AI

Divestitures

We have never sold a material business, nor do we expect to do so frequently in the future

Competition

In pursuing acquisitions, we compete with other bidders. These bidders have typically been financial sponsors, although strategic acquirers have also participated. Whether we acquire a target business depends primarily on the price we offer and our reputation as a trustworthy bidder

Each of our businesses competes for customers within its respective markets

Intellectual property

Management

Unaudited pro forma condensed combined financial information....