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⚠ The Retrospectives Stay Inside the CompanyModerate threat

Bending Spoons (BSP) — threat to the moat

The company grades its own acquisitions against its pre-closing assumptions and has never published a single result.

The company says its business acquisitions team conducts retrospectives on all transactions, assessing post-closing outcomes and comparing them with pre-closing assumptions1. That is exactly the right practice, and no result of it has ever been published.

What the filings disclose per businessBusinesses named as main businesses10, more than 80% of revenueRevenue disclosed per business0 of 10Profit disclosed per business0 of 10Stub-period contributions disclosed8 businesses or blocksAcquisition retrospectives published0 of more than 50 dealsBending Spoons Form 424B4, Business and Note 5
One segment, and no scoreboard.

What an outside reader gets instead is a single aggregate claim: internal-rate-of-return hurdles of 65% on a levered basis and 25% on an unlevered basis for acquisitions completed in 2023 through the first quarter of 20262. There is no per-deal return, no vintage breakdown and no statement of how many deals missed.

The structural reason is the reporting model. Bending Spoons operates as a single operating and reportable segment3, so no business has its own revenue or profit line. The only per-business figures in the filings are the purchase-accounting stub periods from the acquisition date to the year end, and two user counts.

The disclosure gap also runs the other way: the company says increased public visibility and disclosure regarding its business could provide competitors with additional insights4. That is a real tension for a firm whose advantage is a method, and it is an argument for publishing less rather than more. It does mean the single-segment presentation is likely to persist into the first 20-F.

So the central claim of the company cannot be checked from the outside. The nearest available proxy is the group's own operating cash flow, $457.1 million in the twelve months to June 20265, set against the roughly $5.0 billion of enterprise value committed since 20236. Until the first 20-F arrives, that ratio is all an investor has to test a 25% unlevered hurdle with.

References
  1. ReportedThe company says its business acquisitions team conducts retrospectives on all transactions, assessing post-closing outcomes and comparing them with pre-closing assumptions.
    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. ReportedWhat an outside reader gets instead is a single aggregate claim: internal-rate-of-return hurdles of 65% on a levered basis and 25% on an unlevered basis for acquisitions completed in 2023 through the first quarter of 2026.
    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. ReportedBending Spoons operates as a single operating and reportable segment, so no business has its own revenue or profit line.
    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 ↗
  4. ReportedThe disclosure gap also runs the other way: the company says increased public visibility and disclosure regarding its business could provide competitors with additional insights.
    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 - Item 3.D risk factors and the notes on legal proceedings. — FY2023-Q1 2026 · publ. 1 July 2026 · source ↗
  5. Moat Explorer calcThe nearest available proxy is the group's own operating cash flow, $457.1 million in the twelve months to June 2026, set against the roughly $5.0 billion of enterprise value committed since 2023.
    Moat Explorer calculation from figures reported in Bending Spoons' Form 424B4 prospectus, its Q2 2026 Form 6-K exhibits and the market data cited beside them ($ thousands unless stated). Revenue growth: 671,053 / 387,067 - 1 = 73.4%; 1,306,404 / 671,053 - 1 = 94.7%; 2,800,000 / 1,306,404 - 1 = 114% on the FY2026 guidance midpoint (2,780,000 + 2,820,000) / 2 = 2,800,000; Adjusted Operating Income guidance midpoint (1,460,000 + 1,510,000) / 2 = 1,485,000. Trailing twelve months to 30 June 2026: revenue 1,306,404 + 1,305,476 - 570,046 = 2,041,834; net income (204) + 204,433 - (46,953) = 251,182; operating cash flow 290,600 + 254,240 - 87,733 = 457,107; net margin 251,182 / 2,041,834 = 12.3%. Revenue by type, trailing twelve months: subscription 1,213,194 + 1,047,991 - 521,571 = 1,739,614; advertising 67,253 + 158,811 - 35,791 = 190,273; other 25,958 + 98,674 - 12,684 = 111,948; sum 2,041,835. Subscription share 1,739,614 / 2,041,834 = 85.2%. Q2 2026 revenue mix: subscription 540,790 / 704,155 = 76.8%; advertising 88,637 / 704,155 = 12.6%; other 74,728 / 704,155 = 10.6%. Q2 growth by line: 540,790 / 282,138 - 1 = 91.7%; 88,637 / 19,285 - 1 = 359.6%; 74,728 / 9,676 - 1 = 672.1%. FY2025 by line: 1,213,194 / 616,418 - 1 = 96.8%; 67,253 / 52,690 - 1 = 27.6%; 25,958 / 1,945 = 13.3 times. Gross margin: 236,518 / 387,067 = 61.1%; 428,851 / 671,053 = 63.9%; 857,270 / 1,306,404 = 65.6%; 463,621 / 704,155 = 65.8%; 871,825 / 1,305,476 = 66.8%. Operating margin: 84,267 / 387,067 = 21.8%; 127,352 / 671,053 = 19.0%; 277,851 / 1,306,404 = 21.3%; 240,251 / 704,155 = 34.1%. General and administrative expense 326,953 / 1,306,404 = 25.0% of 2025 revenue. Costs excluded from Adjusted Operating Income in 2025: 150,532 + 85,466 + 78,607 + 20,790 = 335,395, which is also 613,247 - 277,851 = 335,396. The same four lines across 2023, 2024 and 2025: (13,514 + 848 + 33,809) + (51,792 + 31,952 + 85,947) + (78,607 + 85,466 + 150,532) = 48,171 + 169,691 + 314,605 = 532,467. Interest: 142,601 / 32,605 = 4.4 times; 108,970 / 35,733 - 1 = 205%; 142,601 / 277,851 = 51.3% of 2025 operating income; interest paid 161,153 / 254,240 = 63.4% of H1 2026 operating cash flow. Research and development 58,204 / 19,398 = 3.0 times; sales and marketing 72,679 / 30,696 = 2.4 times. Balance sheet at 30 June 2026: total debt 794,141 + 4,086,939 = 4,881,080 (415,260 + 2,255,622 = 2,670,882 at 31 December 2025); net debt 4,881,080 - 792,950 = 4,088,130; net debt / equity 4,088,130 / 1,258,412 = 3.25 times; goodwill and intangibles 4,146,212 + 2,156,607 = 6,302,819, which is 6,302,819 / 8,055,399 = 78.2% of assets; tangible book 1,258,412 - 6,302,819 = (5,044,407); goodwill 4,146,212 / 163,863 = 25.3 times the 31 December 2023 balance. Free cash flow H1 2026 254,240 - 3,969 = 250,271. Deferred revenue 583,265 / 450,499 - 1 = 29.5%. Net cash inside the two enterprise deals: Airtable equity value about 2,250 less enterprise value 1,285 = about 965 of net cash; Miro 1,790 less 1,355 = about 435; the two together 965 + 435 = about 1,400, against combined equity value 2,250 + 1,790 = about 4,040. Valuation and rail arithmetic: market value 28,289 / pro-forma FY2025 net income 22.374 = about 1,264 times earnings; store commission of 22 to 45 against Q1 2026 gross profit of 408,204 = 5.4% to 11.0%; store fee 15% to 30% against processor fees of 5% or less = three to six times. Per-unit arithmetic: trailing revenue 2,041,834 / 9,000 thousand paying customers = about $227 a year each; other revenue 74,728 / 25,958 = 2.9 times all of 2025; advertising expense at 6% of 2025 revenue 1,306,404 x 0.06 = about 78,384. Customer and per-unit arithmetic: a customer below 1% of Q2 2026 revenue of 704,155 is below 7,042, so under $7.0 million a quarter. Market value at $44.17 on 20 October 2026: 330,222,651 + 310,240,685 = 640,463,336 shares; 640,463,336 x 44.17 = $28,289 million. Trailing price-to-earnings 28,289 / 251.2 = 112.6; price-to-sales 28,289 / 2,041.8 = 13.9; enterprise value 28,289 + 4,088 = 32,377; 32,377 / 1,485 = 21.8 times guided Adjusted Operating Income; forward price-to-sales 28,289 / 2,800 = 10.1. Price against the 52-week high 44.17 / 59.50 - 1 = -25.8%; against the offering price 44.17 / 29.00 - 1 = +52.3%. Shares after the Berkshire placement 640,463,336 + 10,000,000 = 650,463,336. Berkshire's July tranche 600 / 29.00 = about 20.7 million shares, plus 10.0 million at $33.00 = about 30.7 million. New investors paid 29.00 / 1.00 = 29 times the $1.00 average price of the pre-offering equity. Votes: 310,240,685 x 5 = 1,551,203,425 against 1,551,203,425 + 324,978,625 = 1,876,182,050 total votes = 82.68%; equity 310,240,685 / 635,219,310 = 48.84%. Luca Querella's holding 310,240,685 - 234,315,380 = 75,925,305 class A shares, 75,925,305 x 5 / 1,876,182,050 = 20.2% of the votes. Geography: 201,424 / 387,067 = 52.0%; 347,942 / 671,053 = 51.9%; 642,140 / 1,306,404 = 49.2%; 434,864 / 704,155 = 61.8%; Italy 23,637 / 1,306,404 = 1.8%; revenue outside the United States in Q2 2026 704,155 - 434,864 = 269,291, 38.2%. Payment rails in Q1 2026: 0.75 x 0.33 = 24.8% of revenue through the Apple App Store or Google Play Store, 601,321 x 0.248 = about $149 million, on which a 15% to 30% fee is $22 million to $45 million; 0.75 x 0.67 = 50.3% through payment processors. Acquisitions: aggregate enterprise value 194 + 876 + 1,920 + 2,010 = $5,000 million for 2023, 2024, 2025 and Q1 2026. AOL contributed 65,500 / 141,800 = 46.2% pre-tax margin in Q1 2026 and 156 / 294 = 53.1% over six months; its FY2025 carve-out operating margin 333,610 / 633,365 = 52.7%, United States share 620,393 / 633,365 = 98.0%, purchase price 1,454,432 / 633,365 = 2.3 times carve-out revenue. Miro 1,355 / 600 = 2.3 times annual recurring revenue; Airtable 1,285 / 480 = 2.7 times; the two together 480 + 600 = about $1,080 million of annual recurring revenue. Tractive 896 - 115 = $781 million payable at closing. Pro-forma FY2025 interest 368,113 / 508,758 = 72.3% of operating income and net margin 22,374 / 2,608,496 = 0.9%. Cumulative net income attributable 2023 to 2025: 160,773 + 89,513 - 137 = 250,149. More acquisition arithmetic: average enterprise value per completed acquisition 194 / 1 = 194 (2023), 876 / 5 = 175 (2024), 1,920 / 6 = 320 (2025), 2,010 / 2 = 1,005 (Q1 2026); acquisitions closed in 2026 to 20 October = 4 (AOL, Eventbrite, Tractive, Airtable), with Miro agreed and expected to close in Q4; Airtable plus Miro enterprise value 1,285 + 1,355 = 2,640, against 480 + 600 = 1,080 of annual recurring revenue, which is more than the 671 of revenue Bending Spoons earned in all of 2024. Adjusted against reported operating income: 137,441 / 84,267 = 1.63 times (2023) and 613,247 / 277,851 = 2.21 times (2025). Cumulative revenue 2023 to 2025: 387,067 + 671,053 + 1,306,404 = 2,364,524. Interest 142,601 / 32,605 = 4.4 times. Customer tenure split, Q1 2026: 48% at five years or more less 28% at ten years or more = 20% between five and ten years, and 100% - 48% = 52% under five years. Conversion: WeTransfer 1,000,000 / 58,000,000 = 1.7%, Brightcove 1,700 / 15,000 = 11.3%, and 58,000,000 / 15,000 = about 3,900 times the user base. Mobile application stores as a share of gross accounts receivable 95% - 47% = 48 points lower over two years. Deferred revenue 583,265 / 2,041,834 = 28.6% of trailing revenue. Addressable revenue outside North America and Europe about 400 - 315 - 77 = $8 billion. People: 2,284 / 405 = 5.6 times the end-2023 headcount; Spooners 621 / 2,284 = 27.2%; hires 286 / 800,000 = 0.036% of applications; Evernote 60 / 341 - 1 = -82.4%; StreamYard 44 / 154 - 1 = -71.4%; Evernote's annual personal price 130 / 70 - 1 = +86%. Addressable market already owned 1,306 / 400,000 = 0.3%. A 10% euro move 18,821 / 1,306,404 = 1.4% of 2025 revenue - market value, share and vote counts, balance sheet, cash flow and guidance arithmetic. — 2023-2026 · publ. October 2026 · source ↗
    Method: Arithmetic on figures reported in Bending Spoons' Form 424B4 prospectus, its Q2 2026 Form 6-K exhibits 99.1 and 99.2 and the cited market data; the operands are shown in the source line.
  6. Moat Explorer calcThe nearest available proxy is the group's own operating cash flow, $457.1 million in the twelve months to June 2026, set against the roughly $5.0 billion of enterprise value committed since 2023.
    Moat Explorer calculation from figures reported in Bending Spoons' Form 424B4 prospectus, its Q2 2026 Form 6-K exhibits and the market data cited beside them ($ thousands unless stated). Revenue growth: 671,053 / 387,067 - 1 = 73.4%; 1,306,404 / 671,053 - 1 = 94.7%; 2,800,000 / 1,306,404 - 1 = 114% on the FY2026 guidance midpoint (2,780,000 + 2,820,000) / 2 = 2,800,000; Adjusted Operating Income guidance midpoint (1,460,000 + 1,510,000) / 2 = 1,485,000. Trailing twelve months to 30 June 2026: revenue 1,306,404 + 1,305,476 - 570,046 = 2,041,834; net income (204) + 204,433 - (46,953) = 251,182; operating cash flow 290,600 + 254,240 - 87,733 = 457,107; net margin 251,182 / 2,041,834 = 12.3%. Revenue by type, trailing twelve months: subscription 1,213,194 + 1,047,991 - 521,571 = 1,739,614; advertising 67,253 + 158,811 - 35,791 = 190,273; other 25,958 + 98,674 - 12,684 = 111,948; sum 2,041,835. Subscription share 1,739,614 / 2,041,834 = 85.2%. Q2 2026 revenue mix: subscription 540,790 / 704,155 = 76.8%; advertising 88,637 / 704,155 = 12.6%; other 74,728 / 704,155 = 10.6%. Q2 growth by line: 540,790 / 282,138 - 1 = 91.7%; 88,637 / 19,285 - 1 = 359.6%; 74,728 / 9,676 - 1 = 672.1%. FY2025 by line: 1,213,194 / 616,418 - 1 = 96.8%; 67,253 / 52,690 - 1 = 27.6%; 25,958 / 1,945 = 13.3 times. Gross margin: 236,518 / 387,067 = 61.1%; 428,851 / 671,053 = 63.9%; 857,270 / 1,306,404 = 65.6%; 463,621 / 704,155 = 65.8%; 871,825 / 1,305,476 = 66.8%. Operating margin: 84,267 / 387,067 = 21.8%; 127,352 / 671,053 = 19.0%; 277,851 / 1,306,404 = 21.3%; 240,251 / 704,155 = 34.1%. General and administrative expense 326,953 / 1,306,404 = 25.0% of 2025 revenue. Costs excluded from Adjusted Operating Income in 2025: 150,532 + 85,466 + 78,607 + 20,790 = 335,395, which is also 613,247 - 277,851 = 335,396. The same four lines across 2023, 2024 and 2025: (13,514 + 848 + 33,809) + (51,792 + 31,952 + 85,947) + (78,607 + 85,466 + 150,532) = 48,171 + 169,691 + 314,605 = 532,467. Interest: 142,601 / 32,605 = 4.4 times; 108,970 / 35,733 - 1 = 205%; 142,601 / 277,851 = 51.3% of 2025 operating income; interest paid 161,153 / 254,240 = 63.4% of H1 2026 operating cash flow. Research and development 58,204 / 19,398 = 3.0 times; sales and marketing 72,679 / 30,696 = 2.4 times. Balance sheet at 30 June 2026: total debt 794,141 + 4,086,939 = 4,881,080 (415,260 + 2,255,622 = 2,670,882 at 31 December 2025); net debt 4,881,080 - 792,950 = 4,088,130; net debt / equity 4,088,130 / 1,258,412 = 3.25 times; goodwill and intangibles 4,146,212 + 2,156,607 = 6,302,819, which is 6,302,819 / 8,055,399 = 78.2% of assets; tangible book 1,258,412 - 6,302,819 = (5,044,407); goodwill 4,146,212 / 163,863 = 25.3 times the 31 December 2023 balance. Free cash flow H1 2026 254,240 - 3,969 = 250,271. Deferred revenue 583,265 / 450,499 - 1 = 29.5%. Net cash inside the two enterprise deals: Airtable equity value about 2,250 less enterprise value 1,285 = about 965 of net cash; Miro 1,790 less 1,355 = about 435; the two together 965 + 435 = about 1,400, against combined equity value 2,250 + 1,790 = about 4,040. Valuation and rail arithmetic: market value 28,289 / pro-forma FY2025 net income 22.374 = about 1,264 times earnings; store commission of 22 to 45 against Q1 2026 gross profit of 408,204 = 5.4% to 11.0%; store fee 15% to 30% against processor fees of 5% or less = three to six times. Per-unit arithmetic: trailing revenue 2,041,834 / 9,000 thousand paying customers = about $227 a year each; other revenue 74,728 / 25,958 = 2.9 times all of 2025; advertising expense at 6% of 2025 revenue 1,306,404 x 0.06 = about 78,384. Customer and per-unit arithmetic: a customer below 1% of Q2 2026 revenue of 704,155 is below 7,042, so under $7.0 million a quarter. Market value at $44.17 on 20 October 2026: 330,222,651 + 310,240,685 = 640,463,336 shares; 640,463,336 x 44.17 = $28,289 million. Trailing price-to-earnings 28,289 / 251.2 = 112.6; price-to-sales 28,289 / 2,041.8 = 13.9; enterprise value 28,289 + 4,088 = 32,377; 32,377 / 1,485 = 21.8 times guided Adjusted Operating Income; forward price-to-sales 28,289 / 2,800 = 10.1. Price against the 52-week high 44.17 / 59.50 - 1 = -25.8%; against the offering price 44.17 / 29.00 - 1 = +52.3%. Shares after the Berkshire placement 640,463,336 + 10,000,000 = 650,463,336. Berkshire's July tranche 600 / 29.00 = about 20.7 million shares, plus 10.0 million at $33.00 = about 30.7 million. New investors paid 29.00 / 1.00 = 29 times the $1.00 average price of the pre-offering equity. Votes: 310,240,685 x 5 = 1,551,203,425 against 1,551,203,425 + 324,978,625 = 1,876,182,050 total votes = 82.68%; equity 310,240,685 / 635,219,310 = 48.84%. Luca Querella's holding 310,240,685 - 234,315,380 = 75,925,305 class A shares, 75,925,305 x 5 / 1,876,182,050 = 20.2% of the votes. Geography: 201,424 / 387,067 = 52.0%; 347,942 / 671,053 = 51.9%; 642,140 / 1,306,404 = 49.2%; 434,864 / 704,155 = 61.8%; Italy 23,637 / 1,306,404 = 1.8%; revenue outside the United States in Q2 2026 704,155 - 434,864 = 269,291, 38.2%. Payment rails in Q1 2026: 0.75 x 0.33 = 24.8% of revenue through the Apple App Store or Google Play Store, 601,321 x 0.248 = about $149 million, on which a 15% to 30% fee is $22 million to $45 million; 0.75 x 0.67 = 50.3% through payment processors. Acquisitions: aggregate enterprise value 194 + 876 + 1,920 + 2,010 = $5,000 million for 2023, 2024, 2025 and Q1 2026. AOL contributed 65,500 / 141,800 = 46.2% pre-tax margin in Q1 2026 and 156 / 294 = 53.1% over six months; its FY2025 carve-out operating margin 333,610 / 633,365 = 52.7%, United States share 620,393 / 633,365 = 98.0%, purchase price 1,454,432 / 633,365 = 2.3 times carve-out revenue. Miro 1,355 / 600 = 2.3 times annual recurring revenue; Airtable 1,285 / 480 = 2.7 times; the two together 480 + 600 = about $1,080 million of annual recurring revenue. Tractive 896 - 115 = $781 million payable at closing. Pro-forma FY2025 interest 368,113 / 508,758 = 72.3% of operating income and net margin 22,374 / 2,608,496 = 0.9%. Cumulative net income attributable 2023 to 2025: 160,773 + 89,513 - 137 = 250,149. More acquisition arithmetic: average enterprise value per completed acquisition 194 / 1 = 194 (2023), 876 / 5 = 175 (2024), 1,920 / 6 = 320 (2025), 2,010 / 2 = 1,005 (Q1 2026); acquisitions closed in 2026 to 20 October = 4 (AOL, Eventbrite, Tractive, Airtable), with Miro agreed and expected to close in Q4; Airtable plus Miro enterprise value 1,285 + 1,355 = 2,640, against 480 + 600 = 1,080 of annual recurring revenue, which is more than the 671 of revenue Bending Spoons earned in all of 2024. Adjusted against reported operating income: 137,441 / 84,267 = 1.63 times (2023) and 613,247 / 277,851 = 2.21 times (2025). Cumulative revenue 2023 to 2025: 387,067 + 671,053 + 1,306,404 = 2,364,524. Interest 142,601 / 32,605 = 4.4 times. Customer tenure split, Q1 2026: 48% at five years or more less 28% at ten years or more = 20% between five and ten years, and 100% - 48% = 52% under five years. Conversion: WeTransfer 1,000,000 / 58,000,000 = 1.7%, Brightcove 1,700 / 15,000 = 11.3%, and 58,000,000 / 15,000 = about 3,900 times the user base. Mobile application stores as a share of gross accounts receivable 95% - 47% = 48 points lower over two years. Deferred revenue 583,265 / 2,041,834 = 28.6% of trailing revenue. Addressable revenue outside North America and Europe about 400 - 315 - 77 = $8 billion. People: 2,284 / 405 = 5.6 times the end-2023 headcount; Spooners 621 / 2,284 = 27.2%; hires 286 / 800,000 = 0.036% of applications; Evernote 60 / 341 - 1 = -82.4%; StreamYard 44 / 154 - 1 = -71.4%; Evernote's annual personal price 130 / 70 - 1 = +86%. Addressable market already owned 1,306 / 400,000 = 0.3%. A 10% euro move 18,821 / 1,306,404 = 1.4% of 2025 revenue - market value, share and vote counts, balance sheet, cash flow and guidance arithmetic. — 2023-2026 · publ. October 2026 · source ↗
    Method: Arithmetic on figures reported in Bending Spoons' Form 424B4 prospectus, its Q2 2026 Form 6-K exhibits 99.1 and 99.2 and the cited market data; the operands are shown in the source line.
Sources
Generated October 20, 2026