Weekly News Digest #24

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Bending Spoons: Europe’s Software Roll-Up Goes Public

Bending Spoons (NASDAQ: BSP), an Italy-based technology holding company, filed its F-1 registration statement with the U.S. Securities and Exchange Commission on Jun 8, 2026, targeting a listing on the Nasdaq Global Select Market. The company is seeking to raise $1.5B in primary capital at a target equity valuation of approximately $20B, with roughly 20% of the post-IPO share capital placed into the public float. The capital structure following the offering will comprise ordinary shares (one vote per share) held by public investors and Class A shares (five votes per share) held exclusively by the four co-founders, a dual-class structure that concentrates governance authority within the founding team. To optimize the share count ahead of the listing, the company executed a 10-for-1 stock split in Apr’26, followed by a 1-for-2 reverse split in May’26. Proceeds will be directed toward general corporate purposes and future acquisitions, with no dividend payments planned in the foreseeable future.

The offering is led by Goldman Sachs International, J.P. Morgan, and Allen & Company LLC as Global Leads, with Wells Fargo Securities, BofA Securities, Jefferies, and Evercore ISI as additional Joint Bookrunners, and a European co-manager syndicate including BNP Paribas, UniCredit, and Intesa Sanpaolo.

Bending Spoons enters the public market with a $20B target market cap, approximately $3.57B in net debt, and an implied enterprise value of ~$23.57B. The offering prices at 18.0x FY2025 GAAP revenue and 14.7x the trailing twelve-month base of $1.6B revenue through Mar’26. The more consequential question, however, sits on the EBITDA line. At 33.7x on FY2025 adj. EBITDA of $700m, the valuation is built around a forward projection: management guides adj. EBITDA to double to $1.4B in FY2026, for a forward multiple of 16.8x. That step-change is premised on cost synergies from Vimeo, AOL, and Eventbrite, ~$3.38B deployed across three transactions between Nov’25 and Mar’26.

Founded in 2013 by Luca Ferrari, Matteo Danieli, Luca Querella, Tomasz Greber, and Francesco Patarnello, Bending Spoons has grown into one of Europe’s most active digital businesses consolidators, having completed over 50 acquisitions to date. The company’s model is built around a three-step compounding cycle:

• Acquire: The company targets established digital platforms with self-serve subscription or advertising monetization, prioritizing assets with predictable revenue streams within a $50m to $5B annual revenue band, while accounting for potential AI-driven disruption to the target’s business model.
• Transform and Optimize: Following the acquisition, the organization is simplified through significant headcount reductions, codebase overhauls, and subscription price increases, with the goal to shift the asset toward a lean, high-margin operating profile.
• Reinvest: Cash flows generated from the optimized portfolio, combined with debt facilities, fund the next acquisition cycle, continuing the compounding loop.

Between 2023 and Q1’26, the company applied strict internal rate-of-return thresholds to every deal, requiring a 65% hurdle rate on a levered basis and a 25% hurdle rate on an unlevered basis.

Bending Spoons’ acquisition history has a gaming chapter. In late 2019, the company launched Playond, a mobile gaming subscription service built around a catalog of approximately 60 premium indie titles, which was shut down in early 2020 following consumer backlash from players who had previously purchased those games individually. Since then, the company has directed its strategy exclusively toward subscription digital businesses, creator tools, and legacy internet utilities, with Remini and Evernote establishing the playbook in its earlier phase before capital deployment accelerated sharply into larger, more complex assets at the turn of 2026. Bending Spoons occupies a rare position in the technology landscape: a European-founded operator running a PE-style buy-and-optimize model at a scale more commonly associated with American software consolidators.

The three newest and largest additions, Vimeo, AOL, and Eventbrite, now drive the majority of consolidated revenue. Assets that accounted for 100% of revenue in Q1’24 contributed only 24% of revenue by Q1’26, reflecting the pace of capital deployment. Across the portfolio, subscription revenue retention held at 95% in FY2025 and 94% in Q1’26, supported by a revenue-weighted average subscriber tenure of 8.0 years. Subscriptions account for over 80% of total revenue, with North America generating 65% of Q1’26 revenue and no single customer exceeding 1% of the total. At the operational level, the portfolio has scaled from 111 million MAUs in Dec’23 to 500 million MAUs in Mar’26, with monthly paying customers growing from 3 million to 9 million over the same period.

Top-line revenue grew at an 84% CAGR from FY2023 through FY2025, predominantly from adding new assets to the portfolio each year, while existing businesses contributed through new customer acquisition, illustrated by Remini’s approximately 9x revenue growth since its Jun’21 acquisition. Portfolio-wide net revenue retention ranged from 91% to 95% across the period, indicating broadly stable rather than expanding existing subscriber cohorts. The margin trajectory is the more telling signal: despite absorbing successive acquisitions, each carrying its own restructuring costs and overhead burden, EBIT margins held within that 19–22% corridor every year. The intangible asset base supports the same conclusion: the goodwill balance reached $2.42B by Dec 31, 2025, a direct reflection of the pace of acquisitions, while impairment charges totaled approximately $2.4m across the three-year period, relating to a single unit disposed of in FY2025. A clean impairment record alongside stable margins points to acquired businesses holding their value after closing.

We will continue to monitor Bending Spoons’ pricing and early trading performance following its Nasdaq debut, as well as the company’s progress toward its $1.4B FY2026 adj. EBITDA target, and whether its operational compression playbook proves scalable on assets as large and structurally complex as Vimeo, AOL, and Eventbrite.

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MERGERS & ACQUISITIONS

France-based video games publisher PULLUP Entertainment (PAR: ALPUL) has divested its entire stake in France-based PC & Console narrative games developer Douze Dixièmes to the studio’s founding partners for an undisclosed sum, with puzzle-platformer Shady Part of Me and metroidvania platformer MIO: Memories in Orbit continuing to be published by Focus Entertainment Publishing, PULLUP’s subsidiary. PULLUP originally acquired Douze Dixièmes in Oct’21; the sale follows the earlier divestiture of Streum On Studio in Dec’24. For FY2025/26, PULLUP reported revenue of ~$326m (€281.4m), down ~28% YoY from a record ~$452m (€390m) the prior year driven by Warhammer 40,000: Space Marine 2, with a net loss of ~$15m (€12.9m) against a net profit of ~$22.5m (€19.4m) a year earlier. PULLUP retains Focus Entertainment, Dotemu, and four development studios: Dovetail Games, Deck13, Blackmill Games, and Carpool Studio.

Japan-based romance games publisher Voltage (TSE: 3639) has acquired Japan-based game developer and anime studio OperaHouse for an undisclosed sum, with share transfer scheduled for Jul 1, 2026. Founded in 2002, OperaHouse develops and publishes romance-focused visual novels for PC, consoles (Nintendo Switch), and mobile devices, with titles including The Villainess Is Adored by the Prince of the Neighbor Kingdom and I★CHU: Chibi Edition, as well as TV and Flash animation works. The acquisition is intended to strengthen Voltage’s consumer game development capabilities through OperaHouse’s proprietary novel game engine and animation production expertise, expand distribution in Asian markets, and enable collaboration with external IPs. According to the TSE Timely Disclosure filing, the consideration is less than 15% of Voltage’s most recent consolidated net assets.

VENTURE FINANCING

France-based trading card games platform CardNexus has raised ~$4.1m (€3.5m) in a pre-Seed round led by Piton Capital, with participation from Motier, FSJ, OPRTRS, Kima Ventures, Aquiti, and a group of TCG content creators. Founded in Bordeaux in 2025 by Tristan Foureur (CEO), Gaultier Romon (CTO), and Julie Le Soymier (CPO), CardNexus operates a multi-game TCG marketplace and community platform enabling players to manage collections, trade cards, and engage across multiple titles. Proceeds will fund team expansion and accelerate development of marketplace and community features.

UK-based games development software company Breaking Change has raised a funding package of over $1.34m (£1m), comprising ~$986k (£735k) in equity and a grant of an undisclosed amount from Innovate UK Growth Catalyst. The equity raise was led by the Development Bank of Wales via its Wales Flexible Investment Fund $470k (£350k) and Haatch $382k (£285k), with the remaining $134k (£100k) from Saola Ventures and games-industry angel Dr. Tomas Rawlings. Proceeds will fund pilot projects with game studios ahead of wider market adoption. Breaking Change develops a platform that helps studios model, simulate, and maintain complex in-game systems, with the goal of reducing technical debt and iteration time in production pipelines.

Japan-based mobile games developer Nekonome has raised ~$687k (JPY 110m) in a Series A round via a third-party allotment from EX Innovation Fund, Mitsubishi UFJ Capital, and SMBC Venture Capital, bringing cumulative funding to ~$1.25m (JPY 200m). Nekonome develops the card game series Mesologia, which reached 200,000 downloads. Proceeds will fund the development and launch of the upcoming shogi title Kiou, as well as the global expansion of existing titles.

US-based PC games studio Onibi has raised an undisclosed amount in a Seed round led by SeaX Ventures, with participation from PixCapital. Proceeds will accelerate the development of Tomo: Endless Blue, a voxel monster-taming RPG, toward a full commercial launch and support an upcoming Alpha on Kickstarter. Founded in 2023 and led by Benjamin Devienne, a former Twitch head of research and Gameloft head of data science, Onibi is developing the game in partnership with a France-based studio, Mujina. The team brings development credits from Fortnite, League of Legends, Baldur’s Gate 3, Fall Guys, Grand Theft Auto, and World of Warcraft. Onibi previously raised $6.5m in a Seed round in Mar’24 from Sequoia Capital, Octopus Ventures, SeaX Ventures, PixCapital, and Financière Saint James for the project, then known as Jamland, which was later formally announced as Tomo: Endless Blue.

Türkiye-based mobile racing & simulation games developer Spektra Games has received an undisclosed investment from APY Ventures, deployed via the Yeni Nesil Teknoloji GSYF and İvedik GSYF funds. Founded in 2020 in Istanbul by CEO Kadir Danışman, Lead Env. Artist Doğukan Şen, and CTO Yusuf Demir, Spektra Games reports a combined portfolio exceeding 100 million downloads. Highway Racer Pro, launched globally in mid-2025, reached No. 1 in the racing game category in the US and 45+ countries, with over 10 million downloads. The studio plans to use the funding to accelerate global growth of Highway Racer Pro and scale production capabilities. Spektra previously raised $1.25m in Seed funding in 2023, led by Ludus Ventures and The Games Fund, and participated in the Meta Game On accelerator in early 2024. In Apr’26, the studio secured $10m in UA financing from Türkiye-based Leus Capital.

Singapore-based games developer Jin Universe Studios has raised an undisclosed amount of early-stage funding led by Arbitrum Gaming Ventures and BITKRAFT Ventures, with BITKRAFT having participated since the studio’s pre-seed round. The capital supports development of Aether Dawn, an anime-inspired cyberpunk hack-and-slash RPG with roguelite mechanics, planned for PC and mobile. Co-founded by Tack Wei Ho and Tack Jun Ho, the studio’s team has experience from Tencent (SEHK: 700), Hypergryph Network Technology, and Kuro Games, with credits including Hitori no Shita: The Hidden Ones, Arknights, and Wuthering Waves.

UA FINANCING

Serbia-based independent mobile games studio Two Desperados has received $20m in user acquisition financing from PvX Partners. Founded in 2011 and headquartered in Belgrade, Two Desperados is a mobile gaming studio in Southeastern Europe, with approximately 80 employees. The studio’s portfolio spans marble-shooter games Woka Woka and Viola’s Quest, and casual puzzle title NoNo Crossing (2023), with a combined 30 million downloads. According to AppMagic, the studio’s titles have generated ~$40.9m in lifetime IAP. The facility is structured as revenue-based financing, repaid from game revenues generated from scaled user acquisition, with no equity dilution.

PUBLIC OFFERINGS

US-based AI-driven mobile games developer and publisher Core AI Holdings (NASDAQ: CHAI) has raised ~$5.4m in a registered direct offering of 1,969,444 common shares and 3,975,000 pre-funded warrants to a new institutional investor, with D. Boral Capital acting as exclusive placement agent. The offering closed Jun 11, 2026, with proceeds designated for AI technology and infrastructure initiatives and general working capital. Core AI Holdings was formed in Oct’25 when mobile games developer Core Gaming, valued at $160m, reverse-merged into NASDAQ-listed enterprise mobile hardware company Siyata Mobile to inherit its exchange listing. The original Siyata Mobile telecom business was subsequently divested in Dec’25, leaving Core AI Holdings as a pure-play gaming and AI company. Through its Core Gaming subsidiary, the company develops and publishes AI-driven mobile games, with a portfolio spanning over 2,200 titles and 820 million cumulative downloads.