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Never SellingNarrow moat

Bending Spoons (BSP) — moat facet

Bending Spoons prices every business as though it will own it forever, which makes a shrinking business a fair purchase at the right price.

Most buyers of software businesses are buying to sell. Bending Spoons says it has never sold a material business, nor does it expect to do so frequently in the future1, and that when valuing acquisition opportunities it largely ignores exit value2, focusing instead on earning potential once the business is integrated into its Platform. It intends to hold and operate the businesses it acquires indefinitely3.

Thirteen years of one method2013$40,000 of seedcapital, $10,000first acquisition2017the only year with morethan ten acquisitions2020no acquisitions;a pro-bonocontact-tracing appQ1 2026$2.01bn of enterprisevalue in one quarterBending Spoons Form 424B4, letter from the team and Business
From ten thousand dollars to two billion a quarter.

Three reasons are given. It is unlikely to encounter potential acquirers who could reasonably expect to generate more value from one of its businesses than it does itself; transferring the people it calls Spooners to an acquirer would conflict with an implicit understanding and risk harming its culture; and its businesses are integrated into its Platform, so disentangling them would be costly and time-consuming4.

The practical consequence is in the acquisition arithmetic: Bending Spoons says it makes investment decisions based on expected returns regardless of the organic growth profile and assuming it will never sell the acquired business5. Remove the exit and a declining business bought cheaply enough is still a good purchase.

It also changes what the portfolio looks like over time. The businesses that generated 100% of revenue in the first quarter of 2024 had fallen to 24% of revenue by the first quarter of 20266, even though those businesses grew in absolute terms. Nothing left; the new arrivals were simply larger.

There is one small exception on the record and the company flags it in passing: 2024's other items included proceeds from the sale of a minor business7. The corporate frame is built for the long view in any case. Bending Spoons S.p.A. is primarily a holding company, with operations conducted mainly through subsidiaries, and its statutory duration currently ends on 31 December 21008.

That 24% is the figure to follow, because it measures how fast the company is being rebuilt by purchase. Should it keep falling, the older businesses are not really what shareholders own, whatever the retention statistics say about them.

Moat trajectory: Holding steady

No material business ever sold; portfolio renews by purchase.

The number that tests this moat
Reported
Share of Q1 2024 revenue still coming from the same businesses
24% by Q1 2026

How fast purchase is replacing what shareholders own; a further fall means the old businesses matter less each year.

Source: Bending Spoons Form 424B4 prospectus ↗
⚠ Threats to the moat
⚠ THREAT 01
Nothing Is Ever Marked to Market
Because nothing is ever sold and impairment is bundled with amortisation, a bad acquisition at Bending Spoons has no number to announce itself with.
References
  1. ReportedBending Spoons says it has never sold a material business, nor does it expect to do so frequently in the future, and that when valuing acquisition opportunities it largely ignores exit value, focusing instead on earning potential once the business is integrated into its Platform.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  2. ReportedBending Spoons says it has never sold a material business, nor does it expect to do so frequently in the future, and that when valuing acquisition opportunities it largely ignores exit value, focusing instead on earning potential once the business is integrated into its Platform.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  3. ReportedIt intends to hold and operate the businesses it acquires indefinitely.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  4. ReportedIt is unlikely to encounter potential acquirers who could reasonably expect to generate more value from one of its businesses than it does itself; transferring the people it calls Spooners to an acquirer would conflict with an implicit understanding and risk harming its culture; and its businesses are integrated into its Platform, so disentangling them would be costly and time-consuming.
    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 Business section on the Platform: people, hiring, compensation and culture. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  5. ReportedThe practical consequence is in the acquisition arithmetic: Bending Spoons says it makes investment decisions based on expected returns regardless of the organic growth profile and assuming it will never sell the acquired business.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  6. ReportedThe businesses that generated 100% of revenue in the first quarter of 2024 had fallen to 24% of revenue by the first quarter of 2026, even though those businesses grew in absolute terms.
    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 ↗
  7. ReportedThere is one small exception on the record and the company flags it in passing: 2024's other items included proceeds from the sale of a minor business.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  8. ReportedBending Spoons S.p.A. is primarily a holding company, with operations conducted mainly through subsidiaries, and its statutory duration currently ends on 31 December 2100.
    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 capital allocation, holding period and addressable market. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
Sources
Generated October 20, 2026