Prospectus summary
Prospectus summary
This summary highlights information contained elsewhere in this prospectus and does not contain all information that may be important to an investor before deciding to invest in our ordinary shares. This prospectus should be read carefully in its entirety, including “Risk factors,” “Management’s discussion and analysis of financial condition and results of operations,” and “Business,” as well as our consolidated audited financial statements and the related notes included elsewhere in this prospectus.
Overview
Bending Spoons is built on the conviction that operational excellence enables efficient growth through acquisitions. We acquire digital businesses, implement deep transformations and ongoing optimizations to sustainably expand earnings, and reinvest in additional acquisitions, thereby continuing the compounding cycle. We have executed this Playbook for more than a decade and, to date, have not sold a material business. Our performance is driven by our Platform — comprising our people, proprietary technologies, and proprietary data — and reflects our intense focus on achieving exceptional talent density, cultural strength, and technical capabilities.
Below, we describe our three-step Playbook in greater detail:
•
Step 1 — Acquire. We acquire a business whose core products are digital. We prioritize businesses that we believe we can improve significantly, that have large revenue bases, and whose trajectories we can forecast with reasonable confidence several years into the future, a process that involves factoring in the risk of disruption from advances in AI. Our evaluation is analytical and rigorous, and we are disciplined on price.
•
Step 2 — Transform and optimize. We strive to envision the most successful version of the acquired business, and work to close the gap between its current state and that vision as quickly and completely as possible. The transformation is typically deep and entails reorganizing teams, overhauling technology, redesigning user interfaces, accelerating product development, and enhancing marketing and monetization. AI is often both a central component of our vision for the acquired business and a key tool in implementing the transformation. Through these efforts, we seek to increase revenue and reduce costs to drive a sustainable expansion in earnings. We then optimize the business as part of our broader portfolio on an ongoing basis.
•
Step 3 — Reinvest. We reinvest our earnings, along with contributions from newly acquired and improved businesses and prudent levels of incremental debt, to fund additional acquisitions, thereby continuing the compounding cycle. We may also opportunistically raise incremental equity to accelerate growth.
Our people, proprietary technologies, and proprietary data constitute the Platform that supports our acquisitions, transformations, and ongoing optimizations. We have been building this Platform since our founding in 2013 and consider it our primary source of competitive advantage, one that we believe will continue to strengthen as we grow.
•
People. We have a talent-dense team of Spooners7 who embrace a culture emphasizing truth-seeking and extreme ownership — traits we consider critical drivers of business performance. In 2025, we received around 800,000 job applications to become a Spooner and, consistent with our focus on talent density, hired 286 individuals, representing less than 0.04% of applications received. We allocate Spooners flexibly across our portfolio, deploying resources to areas of opportunity and reducing them where appropriate. For example, we may assemble a task force to transform a newly acquired business, expand an engineering team to accelerate a product initiative, or scale back an organization by redeploying Spooners once a period of intensive change has concluded.
•
Proprietary technologies. We have engineered, and continue to refine, numerous technologies that enable us to do more and better work with fewer resources. Examples include a data infrastructure, a user lifetime value predictor, and a product experimentation toolkit. Our technologies are purpose-built for our needs and are integrated with one another, making their deployment across acquired businesses easier and allowing them to deliver superior impact, more rapidly. As a result, most of our businesses adopt nearly all of our proprietary technologies. We began embedding AI within our We define “Spooners” as team members who have successfully completed the rigorous and selective application process to join our core team. Spooners are allocated flexibly across the organization and may be transferred between businesses on short notice. They are held to particularly demanding performance standards.
proprietary technologies in 2019 and continue to expand its use. As we harness AI’s advances, we expect our proprietary technologies to become more effective in supporting the execution of our Playbook.
•
Proprietary data. Across more than 50 acquisitions and subsequent operations, we have accumulated extensive data. Sources include our product experimentation toolkit (3,000 experiments run in 2025) and our data infrastructure (3.8 billion data points processed per day on average in Q1 2026). This data supports faster and more informed decision-making in both acquisitions and operations. As AI advances and our ability to leverage complex data at scale improves, the value of our data may increase.
Since our founding, we have endeavored to be at the cutting edge of relevant technology. AI is no exception: For years, we have been leveraging it to enhance products, optimize marketing and monetization, and improve productivity. Many of our proprietary technologies incorporate AI. Our team of Spooners includes hundreds of talented and motivated software engineers, data scientists, and AI research engineers. We estimate that the share of pull requests8 authored or coauthored by AI increased from less than 10% in Q1 2025 to more than 90% by the end of Q1 2026, with around 70% authored by AI alone. Revenue per full-time equivalent Spooner9 was $1.12 million in 2023, $1.64 million in 2024, $2.57 million in 2025, and $0.97 million in Q1 2026, with AI being one of the catalysts of productivity gains.
In our view, AI is the most transformative technology of our time, and companies that adapt effectively may realize enormous benefits. Supported by our Platform, Bending Spoons has an opportunity to be among these companies. We believe that, through progress in AI, we will expand our advantage in product development, marketing, and monetization capabilities. We also believe our productivity advantage will widen and the scalability of our acquisition and transformation model will improve. Finally, as many companies lack diversification and may not be well equipped to leverage AI, certain owners’ willingness to sell could increase, contributing to lower valuation levels and more attractive acquisition targets.
The Platform-powered execution of our Playbook has delivered financial performance we regard as strong. Revenue reached $1.31 billion in 2025, with a compounded annual growth rate of 84% in 2023 through 2025. In the same year, operating income as a percentage of revenue was 21% and Adjusted Operating Income Margin10 was 47%. In 2023 through 2025, the compounded annual growth rate was not meaningful for diluted earnings (loss) per share and was 82% for Adjusted Earnings per Share.11 We are still early in our journey. We see a significant opportunity to continue compounding capital at attractive rates of return within an addressable market that we estimate includes more than 1,000 businesses generating nearly $400 billion in aggregate annual revenue in 2025.
A “pull request” is a formal proposal to add, modify, or remove code in a shared software repository. It allows other contributors to review, discuss, and approve the proposed changes before they are merged into the repository.
“Revenue per full-time equivalent Spooner” for a given quarter is defined as the revenue for that quarter divided by the number of full-time equivalent Spooners at the end of the quarter. “Revenue per full-time equivalent Spooner” for a given twelve-month period is defined as the revenue for that period divided by the average number of full-time equivalent Spooners at the end of each quarter within that period.
As defined in Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures — Adjusted Operating Income and Adjusted Operating Income Margin.
As defined in Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures — Adjusted Earnings per Share.
Acquisition track record
Since our founding in 2013, acquisitions have been our capital allocation priority. We have completed more than 50 to date.
The pace of our acquisition activity has varied over time. 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. Looking ahead, we believe our acquisition activity will follow a similar pattern: several acquisitions per year on average, with some years being more active than others due to factors such as prevailing valuations, availability of capital, and operational capacity.
We have consistently scaled the capital invested in acquisitions. The aggregate enterprise value of acquisitions was $194 million in 2023, $876 million in 2024, $1.92 billion in 2025, and $2.01 billion in Q1 2026. For acquisitions closed from 2023 through Q1 2026, we generally applied internal-rate-of-return hurdles of 65% on a levered basis and 25% on an unlevered basis.12 Driven by these investments, revenue was $387 million in 2023, $671 million in 2024, $1.31 billion in 2025, and $601 million in Q1 2026, with year-over-year growth of 73% in 2024, 95% in 2025, and 132% in Q1 2026, and a compounded annual These thresholds reflect the return criteria applied by our Business Acquisitions team in nearly all acquisitions completed during the period. 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.
growth rate of 84% in 2023 through 2025. The following graph presents revenue by annual acquisition cohort for the periods shown and illustrates how acquisitions have been instrumental to our growth.
As we have scaled our business and developed our Platform, operating efficiency has improved over time. Operating income was $84 million in 2023, $127 million in 2024, $278 million in 2025, and $120 million in Q1 2026, with year-over-year growth of 51% in 2024, 118% in 2025, and not meaningful in Q1 2026, and a compounded annual growth rate of 82% in 2023 through 2025. Operating income as a percentage of revenue was 22% in 2023, 19% in 2024, 21% in 2025, and 20% in Q1 2026. Adjusted Operating Income13 was $137 million in 2023, $299 million in 2024, $613 million in 2025, and $308 million in Q1 2026, with year-over-year growth of 118% in 2024, 105% in 2025, and 224% in Q1 2026, and a compounded annual growth rate of 111% in 2023 through 2025. Adjusted Operating Income Margin was 36% in 2023, 45% in 2024, 47% in 2025, and 51% in Q1 2026.
Acquiring, transforming, and optimizing businesses while making disciplined use of debt and incremental equity has led to the following per-share results: Diluted earnings (loss) per share was $0.31 in 2023, $0.15 in 2024, $(0.00) in 2025, and $0.04 As defined in Management’s discussion and analysis of financial condition and results of operations — Non-GAAP financial measures — Adjusted Operating Income and Adjusted Operating Income Margin.
in Q1 2026, with year-over-year growth being (51)% in 2024, and not meaningful in 2025 and Q1 2026. Adjusted Earnings per Share was $0.18 in 2023, $0.38 in 2024, $0.60 in 2025, and $0.32 in Q1 2026, with year-over-year growth of 110% in 2024, 57% in 2025, and 310% in Q1 2026, and a compounded annual growth rate of 82% in 2023 through 2025. The per-share figures reflect the stock split that was approved on April 23, 2026, and the reverse stock split that was approved on May 28, 2026. Dilution from equity financing was 8.9% in 2023, 8.1% in 2024, 2.5% in 2025, and 0.4% in Q1 2026. Dilution from equity compensation was 2.8% in 2023, 0.9% in 2024, 0.8% in 2025, and 0.5% in Q1 2026.
We believe that our addressable market is vast and that our Platform represents a durable source of competitive advantage. We also believe that progress in AI will further strengthen that advantage and improve the scalability of our acquisition and transformation model. As a result, we expect acquisitions to remain our capital allocation priority for the foreseeable future.
Current portfolio
We own and operate a diversified portfolio of digital businesses. In March 2026, our portfolio served over 500 million monthly active users14 and more than 9 million monthly paying customers.15 Monthly active users and monthly paying customers were 111 million and 3 million in December 2023, 290 million and 5 million in December 2024, and 389 million and 8 million in December 2025, respectively.
“Monthly active users” represents the users who interacted with our products during a given calendar month. Interaction is measured based on activity observed through our internal systems and may include opening an application, visiting a website, or otherwise engaging with the product’s features. We calculate the number of monthly active users for each product in our portfolio based on product-level data and then aggregate these figures across our portfolio. Because the same user may interact with multiple products, with each product associating interactions to a separate user identifier, or may interact with the same product through multiple user identifiers, and because we do not have a reliable method of de-duplication, the aggregated monthly active user figure may count the same user more than once. As such, our reported number of monthly active users is intended to provide an indication of the scale of our portfolio rather than a precise count of distinct users.
“Monthly paying customers” represents the customers that generated revenue during a given calendar month, whether through a one-time transaction or by having an active subscription during that month. We calculate the number of monthly paying customers for each product in our portfolio based on product-level data and then aggregate these figures across our portfolio. Because the same customer may purchase across multiple products, with each product associating transactions to a separate customer identifier, or may transact within the same product through multiple customer identifiers, and because we do not have a reliable method of de-duplication, the aggregated monthly paying customer figure may count the same customer more than once. As such, our reported number of monthly paying customers is intended to provide an indication of the scale of our portfolio rather than a precise count of distinct customers.
Businesses generating similar levels of revenue can have significantly different numbers of monthly active users and monthly paying customers. For example, WeTransfer, which caters to professionals, small enterprises, and their audiences, had 58 million monthly active users and 1 million monthly paying customers in March 2026. By contrast, Brightcove, which focuses on large enterprises, had approximately 15,000 monthly active users and 1,700 monthly paying customers during the same period.
Businesses
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.
Below, we describe each of these businesses:
•
AOL. Acquired in January 2026, AOL operates an email service, news portal, and search engine catering to a consumer audience.
•
Brightcove. Acquired in February 2025, Brightcove provides video hosting, management, and streaming solutions for enterprises.
•
Eventbrite. Acquired in March 2026, Eventbrite delivers event creation, ticketing, and discovery services for organizers and attendees.
•
Evernote. Acquired in January 2023, Evernote is a productivity suite that supports note-taking and knowledge management for individuals and teams.
•
Harvest. Acquired in July 2025, Harvest offers time-tracking and invoicing software for freelancers and professional services firms.
•
Komoot. Acquired in March 2025, komoot provides route planning and navigation tools supported by community-generated content for outdoor activities.
•
Remini. Acquired in June 2021, Remini is a consumer-focused image and video enhancement and generation application.
•
StreamYard. Acquired in April 2024, StreamYard provides video recording and multi-destination live-streaming tools for creators and businesses.
•
Vimeo. Acquired in November 2025, Vimeo serves consumers and enterprises with video hosting, management, and streaming solutions.
•
WeTransfer. Acquired in July 2024, WeTransfer enables digital file storage and distribution for individuals and businesses.
In May 2026, we completed the acquisition of Tractive, which delivers solutions for monitoring the location and health of pets. Given how recently the acquisition was completed, the data presented in this prospectus does not include Tractive.
We envision our portfolio expanding as we continue to execute our acquisition-driven strategy. Consequently, businesses that currently contribute significantly to our overall revenue may become less central over time, particularly as our acquisition targets tend to become progressively larger. The following chart illustrates how the relative contribution of businesses generating 100% of our revenue in Q1 2024 declined to 24% by Q1 2026 as we completed new acquisitions. This is despite the revenue from those businesses growing in absolute terms over the same period.
Revenue sources
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. The breakdown of revenue by source tends to be relatively stable at the level of individual businesses. Therefore, changes at the portfolio level are primarily driven by new acquisitions.
Net revenue retention16 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.
In Q1 2026, 48% of our subscription revenue was generated from customers with a tenure of at least five years, including 28% from customers with a tenure of at least ten years. Revenue-weighted average subscriber tenure was 8.0 years.17 These retention and tenure levels reflect a combination of factors, the relative importance of which varies by business, including product positioning, customer engagement, and our efforts to improve performance. In our experience, subscribers “Net revenue retention” for a given quarter represents the subscription revenue generated in that quarter from customers acquired before the end of the same quarter in the prior calendar year, divided by the subscription revenue generated in the corresponding prior-year quarter. For example, net revenue retention for Q1 2026 is calculated as subscription revenue generated in Q1 2026 from customers acquired before the end of Q1 2025, divided by subscription revenue generated in Q1 2025. The calculation is based on all businesses owned at the end of Q1 2026, and includes their respective estimated customer acquisition and subscription revenue data for pre-acquisition periods. “Net revenue retention” for a given twelve-month period is defined as the average of the quarterly values for that period. For certain products, the date of customer acquisition may coincide with that customer’s first interaction with the product and precede the first transaction associated with that customer. Accordingly, net revenue retention is intended to provide an indication of subscription revenue growth from an existing customer base, excluding the impact of new customer acquisition during the period, rather than a measure of continuous revenue generation from a customer cohort.