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The Other BiddersNarrow moat

Bending Spoons (BSP) — moat facet

The private equity firms that used to buy these businesses paid too much and stopped, which is a large part of why a Milanese company now sets the price.

Bending Spoons' real competition sets the price of its returns. The filing says the rival bidders have typically been financial sponsors, although strategic acquirers have also participated1, and that it may face intensified competition from strategic acquirers and financial sponsors, which may increase purchase prices2.

The auction, as the company describes itOpportunities analysed in depth, 2025about 200Acquisitions completed6Typical rival bidderfinancial sponsorsWhat decides the outcomeprice and reputation as a trustworthy bidderOffer policyunwilling to increase it significantlyTimes outbid, per the companynone in several yearsForm 424B4, Business; the outbid claim is Bending Spoons own statement to CNBC
Thirty-three analysed for every one bought.

The outside account of why those bidders have retreated is worth reading alongside it. CNBC reports that before Bending Spoons' recent move into enterprise software, some of the leading acquirers in the space over the past decade were Thoma Bravo and Vista Equity Partners, and that Bending Spoons is using a different playbook because it is not looking for eventual exits3. Nick Mehta, the former Gainsight chief executive, said private equity firms planning the same thing got their nose bloodied4 after paying much higher prices.

The difference in method is also described from outside. Mizuho's Lloyd Walmsley said there are not many firms that do what these do in terms of the depth of operations and the willingness to make substantial product changes5, and that it is not typical of traditional private equity to make anywhere near this level of change6.

Bending Spoons' own competitive weapons in an auction are price and certainty. It presents what it considers a compelling offer upfront and is generally unwilling to increase it significantly thereafter7, and it declines opportunities with attractive expected returns when better ones are likely to appear soon8.

The advisory rosters show how conventional these processes have become. For Airtable, Bending Spoons used Willkie Farr, EY and both Goldman Sachs and J.P. Morgan, against Latham & Watkins and AXOM Partners for the seller9; for Miro it used Latham & Watkins, EY, BNP Paribas and J.P. Morgan, against Goodwin Procter and Morgan Stanley10. These are banked auctions, not quiet approaches, which is the clearest sign that the company is now bidding in public.

The claim that it has not been outbid in several years11 is the company's own, and it is the one to test. The check is the ratio of deals analysed to deals closed: about 200 analysed and six completed in 202512. A rising number analysed against a falling number closed would be what losing auctions looks like from outside.

Moat trajectory: Holding steady

Sponsors retreated after poor returns; the company expects competition to return.

The number that tests this moat
Reported
Acquisition opportunities analysed in depth, per year
About 200 in 2025, of which 6 closed

The auction hit rate; more analysis for fewer closings is what losing bids look like from outside.

Source: Bending Spoons Form 424B4 prospectus ↗
References
  1. ReportedThe filing says the rival bidders have typically been financial sponsors, although strategic acquirers have also participated, and that it may face intensified competition from strategic acquirers and financial sponsors, which may increase purchase prices.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the letter from the team and the Business section on the Playbook, return hurdles and acquisition criteria. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  2. ReportedThe filing says the rival bidders have typically been financial sponsors, although strategic acquirers have also participated, and that it may face intensified competition from strategic acquirers and financial sponsors, which may increase purchase prices.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the letter from the team and the Business section on the Playbook, return hurdles and acquisition criteria. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  3. ReportedCNBC reports that before Bending Spoons' recent move into enterprise software, some of the leading acquirers in the space over the past decade were Thoma Bravo and Vista Equity Partners, and that Bending Spoons is using a different playbook because it is not looking for eventual exits.
    CNBC, Bending Spoons wants to revive software castoffs, and Berkshire is investing - the company's statement that it had not been outbid for a target in several years, the comparison with Thoma Bravo and Vista Equity Partners, Luca Ferrari on enterprise software valuations and on the share of revenue from professional businesses, the Evernote price history and Mizuho's and Nick Mehta's comments. — October 2026 · publ. 17 October 2026 · source ↗
  4. ReportedNick Mehta, the former Gainsight chief executive, said private equity firms planning the same thing got their nose bloodied after paying much higher prices.
    CNBC, Bending Spoons wants to revive software castoffs, and Berkshire is investing - the company's statement that it had not been outbid for a target in several years, the comparison with Thoma Bravo and Vista Equity Partners, Luca Ferrari on enterprise software valuations and on the share of revenue from professional businesses, the Evernote price history and Mizuho's and Nick Mehta's comments. — October 2026 · publ. 17 October 2026 · source ↗
  5. ReportedMizuho's Lloyd Walmsley said there are not many firms that do what these do in terms of the depth of operations and the willingness to make substantial product changes, and that it is not typical of traditional private equity to make anywhere near this level of change.
    CNBC, Bending Spoons wants to revive software castoffs, and Berkshire is investing - the company's statement that it had not been outbid for a target in several years, the comparison with Thoma Bravo and Vista Equity Partners, Luca Ferrari on enterprise software valuations and on the share of revenue from professional businesses, the Evernote price history and Mizuho's and Nick Mehta's comments. — October 2026 · publ. 17 October 2026 · source ↗
  6. ReportedMizuho's Lloyd Walmsley said there are not many firms that do what these do in terms of the depth of operations and the willingness to make substantial product changes, and that it is not typical of traditional private equity to make anywhere near this level of change.
    CNBC, Bending Spoons wants to revive software castoffs, and Berkshire is investing - the company's statement that it had not been outbid for a target in several years, the comparison with Thoma Bravo and Vista Equity Partners, Luca Ferrari on enterprise software valuations and on the share of revenue from professional businesses, the Evernote price history and Mizuho's and Nick Mehta's comments. — October 2026 · publ. 17 October 2026 · source ↗
  7. ReportedIt presents what it considers a compelling offer upfront and is generally unwilling to increase it significantly thereafter, and it declines opportunities with attractive expected returns when better ones are likely to appear soon.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the letter from the team and the Business section on the Playbook, return hurdles and acquisition criteria. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  8. ReportedIt presents what it considers a compelling offer upfront and is generally unwilling to increase it significantly thereafter, and it declines opportunities with attractive expected returns when better ones are likely to appear soon.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the letter from the team and the Business section on the Playbook, return hurdles and acquisition criteria. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  9. ReportedFor Airtable, Bending Spoons used Willkie Farr, EY and both Goldman Sachs and J.P. Morgan, against Latham & Watkins and AXOM Partners for the seller; for Miro it used Latham & Watkins, EY, BNP Paribas and J.P. Morgan, against Goodwin Procter and Morgan Stanley.
    Bending Spoons press release, Form 6-K exhibit 99.1: definitive agreement to acquire Airtable at an enterprise value of $1.285 billion, with annual recurring revenue of approximately $480 million and more than 500,000 organisations using the platform. — August 2026 · publ. 4 August 2026 · source ↗
  10. ReportedFor Airtable, Bending Spoons used Willkie Farr, EY and both Goldman Sachs and J.P. Morgan, against Latham & Watkins and AXOM Partners for the seller; for Miro it used Latham & Watkins, EY, BNP Paribas and J.P. Morgan, against Goodwin Procter and Morgan Stanley.
    Bending Spoons press release, Form 6-K exhibit 99.1: definitive agreement to acquire Miro at an enterprise value of $1.355 billion, with annual recurring revenue of around $600 million, 250,000 organisations and nearly 4 million paying users, expected to close in the fourth quarter of 2026. — September 2026 · publ. 10 September 2026 · source ↗
  11. ReportedThe claim that it has not been outbid in several years is the company's own, and it is the one to test.
    CNBC, Bending Spoons wants to revive software castoffs, and Berkshire is investing - the company's statement that it had not been outbid for a target in several years, the comparison with Thoma Bravo and Vista Equity Partners, Luca Ferrari on enterprise software valuations and on the share of revenue from professional businesses, the Evernote price history and Mizuho's and Nick Mehta's comments. — October 2026 · publ. 17 October 2026 · source ↗
  12. ReportedThe check is the ratio of deals analysed to deals closed: about 200 analysed and six completed in 2025.
    Bending Spoons S.p.A. Form 424B4, the final initial-public-offering prospectus dated 30 June 2026 - the master document, covering the business, the Playbook, the Platform, the audited financial statements for 2023-2025, the Q1 2026 interim, the acquisitions, customers, risk factors and legal proceedings - the audited consolidated financial statements, the Q1 2026 interim and the MD&A on results of operations and tax. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
Sources
Generated October 20, 2026