Bending Spoons收购逻辑：2.3-2.7x ARR定价与8%研发占比

Bending Spoons is worth about $34 billion. It buys B2B companies at 2.3x to 2.7x ARR.

Since August it has paid 2.7x ARR for Airtable and 2.3x for Miro. That is $1.08 billion of ARR for $2.64 billion of enterprise value, signed 37 days apart. Its own stock trades at roughly 8x to 10x revenue with both deals included. A dollar of Airtable’s revenue is worth about four times as much inside Bending Spoons as it was to Airtable’s own shareholders.

The company has been public for a little over 100 days. In that time it reported its first quarter, closed Airtable on September 4, and signed Miro on September 10. Moody’s and S&P both upgraded it, and on October 2 it closed another $1.25 billion and €395 million of term loans.

Last Friday, CEO Luca Ferrari told Bloomberg that falling software valuations are a buying opportunity and that AI now writes at least 90% of the company’s code.

In August we wrote that Airtable’s 2.7x ARR was the market price. Five weeks later Miro sold to the same buyer at 2.3x. If you run a company at $300M to $800M in ARR growing under 25%, or sit on the board of one, this is the buyer that is at least likely to call. Even if they only do a handful of deals a year in the end. Less than 10.

The Q2 numbers, reported August 13:

• Revenue of $704M, up 126% But almost all inorganic.
• Organic growth of 3%, down from 6% in Q1
• GAAP operating income of $240M, a 34% margin. Adjusted operating income of $381M, a 54% margin
• Net income of $177M after $109M of interest expense
• Net debt of $4.09B and 2.4x leverage at June 30, before the IPO proceeds
• FY26 guide of $2.78B to $2.82B in revenue and $1.46B to $1.51B in adjusted operating income

#1. Revenue grew 126%. Organic growth was 3%, down from 6% a quarter earlier.

Nearly all of the $393M in added revenue came from six acquisitions: AOL, Eventbrite, Harvest, MileIQ, Tractive, and Vimeo. Tractive and WeTransfer contributed the most organic growth. Remini and Splice declined. AOL, Eventbrite, and Vimeo together grew in the low single digits.

Ferrari said on the call that organic growth is an output of where the capital goes and that the company does not optimize for it. He will buy a business that is growing fast, growing slowly, flat, or occasionally shrinking, as long as the return clears the hurdle. The metric he compounds is earnings per share. Adjusted EPS grew 167% while the diluted share count grew 3%.

Q2 revenue beat consensus, and adjusted EPS came in at $0.46 against a $0.27 estimate. The full-year revenue guide landed below the $2.9B consensus, and the stock fell 16% the next day, from $48.98 to $40.92.

At about $38 the equity is worth roughly $24 billion. Add net debt, and my rough math puts enterprise value at 7x to 8x pro forma revenue with Airtable and Miro included. Bending Spoons paid 2.7x for Airtable, which was growing more than 20%, and 2.3x for Miro.

• Public investors are paying about three times as much for a dollar of Airtable’s revenue inside Bending Spoons as any bidder would pay Airtable’s own shareholders.
• Airtable’s 20%+ growth is also about seven times the portfolio’s organic rate.

#2. R&D is 8% of revenue. About 60 people run Vimeo.

In Q2, Bending Spoons spent $58M on R&D, $73M on sales and marketing, and $92M on G&A. That is 8.3%, 10.3%, and 13.1% of revenue. Total operating expenses were 32% of revenue, and that figure includes $50M of reorganization costs.

HubSpot spent 43.6% of revenue on sales and marketing and 24.8% on R&D in the same quarter. Datadog spent 27.8% and 42.6%. Each puts about 70% of revenue into the two lines combined. Bending Spoons puts in 18.6%.

The core team is nearly 700 people, whom the company calls Spooners. Revenue per Spooner passed $4M on an annualized basis in Q2. Total headcount, including people who stay on at acquired businesses, is higher.

About 60 Spooners worked on Vimeo in Q2, roughly the same number that worked on the Evernote transformation in 2023. Vimeo is about four times Evernote’s size by revenue and more complicated technically.

The rest of the margin comes from reorganizations. Q2 carried $51M of reorganization expense, including separation packages at AOL, Eventbrite, Tractive, and Vimeo. At Tractive, the plan was to cut around 160 of roughly 300 jobs.

• Airtable had 935 employees when it signed. The entire Bending Spoons core team is smaller than that.

Today we’re laying off a large part of the Airtable team.

This is not a reflection of their work but a reflection of our deep belief that small teams ship more and better.

For Airtable, better is about to look like:

– A new Core team shipping your top requests monthly (already…

— Federico Simionato (@fedesimio) October 12, 2026

#3. Miro sold at 2.3x ARR, five weeks after Airtable at 2.7x. A 25% hurdle rate gets you to both prices.

Miro’s enterprise value is $1.355B, on about $600M of ARR, nearly 90% of it from business and enterprise customers. It serves more than 250,000 organizations, has nearly 4 million paying users, and has over 750 customers above $100K in ARR. It was valued at $17.5B in early 2022. Airtable went for $1.285B on about $480M of ARR.

Together that is $1.08B of ARR for $2.64B of enterprise value, signed 37 days apart. The equity checks total about $4.0B, because the two companies held roughly $1.4B of net cash between them.

Ferrari told analysts the company underwrites deals to a 25% unlevered IRR and a 65% levered IRR. At the portfolio’s 54% adjusted operating margin, a 25% return supports a price of about 2.2x ARR.

• Miro: $600M of ARR at a 54% margin produces about $324M a year. That is a 24% yield on $1.355B.
• Airtable: the same assumption yields about 20%, with 20%+ growth on top.

That is my arithmetic and their margin, applied to businesses they have not finished reorganizing. It still explains why two very different companies cleared within 0.4 turns of each other. Neither price moved much for Airtable’s faster growth or for Miro’s $17.5B last round.

Ferrari also explained why enterprise B2B is in the buy box now. About half of revenue already comes from businesses. He said enterprise software was priced too high for a buyer who makes money from free cash flow, and that prices have become more reasonable. If valuations stay near these levels, he said, the company will probably do more of these deals. The target list from the IPO prospectus has more than 1,000 companies on it, with nearly $400B of combined 2025 revenue.

Sellers were paid dollar for dollar for their cash and 2.3x to 2.7x for the business. Airtable’s roughly $965M of net cash was 43% of its equity value.

#4. Lenders upsized the dollar loan for Miro by 67%. The stock was 44% off its high.

On September 25, Bending Spoons priced a $1.25B add-on to its dollar term loan B, against a $750M target. A €395M add-on to the euro term loan B priced the same day, against a target of $250M equivalent. Both are due 2031. That week Moody’s upgraded the company to Ba3 from B1 and S&P to BB- from B+. The loans closed October 2.

The stock closed at $33.07 on October 6, down 16% in a month and 44% below the August high.

Miro is funded with those term loans, plus $295M of newly issued shares that Miro’s selling shareholders agreed to take out of their proceeds. Bending Spoons sold no stock to the public at $33.

Q2 interest expense was $109M, up from $36M a year earlier, on $4.88B of long-term debt. That is 45% of GAAP operating income, before any borrowing for Miro. $794M of that debt matures within twelve months of June 30.

The 2.4x leverage ratio needs a careful read. The EBITDA in the denominator is pro forma for acquisitions. It credits reorganization savings as if they had been in place for the full twelve months, and it includes certain savings that are expected but not yet achieved.

The stock ended the week about 31% above the IPO price and 35% below the high.