Capital · Strategy · Technology
How a new class of tech acquirers is capitalizing on the venture model’s most persistent blind spot and building something the industry hasn’t seen at this scale before
9 min read · Bending Spoons, Curious, Constellation Software
In October 2025, a 12-year-old company based in Milan raised $710 million in a single equity round at an $11.7 billion valuation. Within 48 hours, it announced the acquisition of AOL. Months earlier: Vimeo. Before that: Evernote, WeTransfer, Meetup, Splice. By March 2026, it had acquired Eventbrite.
This is Bending Spoons. Until very recently, most people in institutional finance had not heard of it.
The company has 708 employees generating an estimated $1.2 billion in annual revenue. That is roughly $1.7 million in revenue per employee — a ratio that most software companies, fattened by venture-era headcount and spending norms, will never approach. EBITDA margins sit near 50%. Goldman Sachs and JPMorgan arranged a $2.8 billion institutional debt package. S&P assigned a BBB- credit rating. The company began with $40,000 in seed capital eleven years ago.
The headline number is striking. What it represents is more instructive: the validation, at institutional scale, of a model that the technology industry has been quietly reinventing for thirty years — and which is now attracting the kind of capital that reshapes entire markets.
The Problem With the Power Law
The venture capital model is built around a mathematically elegant premise: most investments fail, a small number succeed modestly, and a handful generate returns that cover everything. For this to work, the handful has to be very large indeed — hence the obsession with unicorns, with hypergrowth, with companies that can plausibly reach $1 billion in valuation and beyond.
This framing creates a blind spot that the industry rarely examines with the honesty it deserves.
For every company that achieves a VC-scale exit, hundreds of others build products that genuinely work. Real customers. Real recurring revenue. Real defensible niches. Products that people depend on and would notice — and miss — if they disappeared. These companies are simply not growing at 80% year-over-year, which means the institutional capital that created them has quietly lost interest.
What happens to them? In most cases, slow decay. Founders run payroll from diminishing cash reserves while privately acknowledging that the original exit scenario is no longer realistic. Investors stop attending board meetings. Products stagnate as the engineering team atrophies. Eventually the company either shuts down, sells in a distressed fire sale, or gets acqui-hired by a larger company that wants the team more than the product it spent years building.
“The venture power law, in which 80% of companies ‘fail,’ produces many great businesses — even if they’re not unicorns.”
— Andrew Dumont, Founder & CEO, Curious
Andrew Dumont, who leads Curious, a Seattle-based acquirer targeting these exact companies, calls them “venture zombies.” His firm evaluated more than 500 companies before closing five acquisitions. That sourcing ratio is not a failure of deal flow — it is evidence of an enormous, deeply underserved market.
The Mechanics of Fix-and-Hold
The phrase sounds simple. The operational execution is considerably more demanding than it appears.
When Bending Spoons acquires a company, it deploys what it calls the Spoon Engine — a centralized infrastructure layer providing shared authentication, payment processing, analytics, and AI tooling across all products in the portfolio. Every new acquisition is plugged in immediately, eliminating the redundant systems that most standalone software companies maintain at significant ongoing cost. The shared layer delivers AI-driven features — photo enhancement through Remini, auto-captioning, personalization at scale — without per-product R&D investment. Organizational leverage compounds with every acquisition.
On the commercial side, the playbook is consistent: rationalize pricing, sharpen monetization, reduce headcount in non-core functions, and allow the existing user base to carry the revenue recovery. The Evernote acquisition is the most visible example. The productivity platform arrived at Bending Spoons with accumulated organizational complexity and years of product decisions that had diluted its core utility. Headcount was reduced substantially. Pricing was restructured. Users complained publicly — and loudly. Revenue recovered.
This is not a comfortable model. It involves real disruptions to real people attached to real products. But it is honest about what it is: an operational turnaround, not a product reinvention. That distinction matters for evaluating it fairly.
Sources: Sacra, TechCrunch, company announcements.
The value creation arithmetic is structural rather than speculative. Bending Spoons has historically acquired companies at roughly 3x revenue. When those businesses are folded into a platform operating at a significantly higher group-level multiple, equity value is created before operational improvements even begin to compound. CEO Luca Ferrari has emphasized adjusted EBITDA — rather than net income — as the company’s primary performance measure, since acquisition-driven amortization and one-time restructuring charges make GAAP earnings systematically misleading for this type of business.
The Downstream Version
What Bending Spoons executes at the $50 million to $1.5 billion acquisition range, Curious is attempting at the $500,000 to $5 million ARR level. The companies look meaningfully different from the outside; the underlying logic is identical.
Curious has $16 million in seed capital, five acquisitions completed — Convox, BuildFire, UserVoice among them — and operates with the sensibility of a hands-on operator rather than a platform consolidator. Dumont’s stated mission of building “a long-term home for venture-abandoned startups” is not marketing positioning. It is a deliberate rejection of the financial engineering mindset that defines the larger end of this market.
The turnaround economics at this scale are direct and immediate. Centralize administrative functions — sales, marketing, finance, customer support — across the portfolio. Push margins to 20–30% almost immediately. Redeploy the resulting cash to fund the next acquisition. “Our whole model is to buy these companies, make them profitable and use those earnings to grow the business,” Dumont explained in a recent interview. The model is self-financing at small enough scale that a multi-billion-dollar debt facility is unnecessary. Dumont’s plan to acquire 50–75 companies over five years is not an ambitious stretch — it is a disciplined program applied to a deep and consistently replenishing market.
The Thirty-Year Proof
Neither company invented this model. Mark Leonard founded Constellation Software in 1995 with a thesis that has since been validated more thoroughly than almost any other in technology investing: acquire niche vertical market software businesses serving unsexy verticals — municipal governments, veterinary practices, marina operators — hold them indefinitely, and reinvest all cash flows into more acquisitions.
Over $10 billion in annual revenue in FY2024. Return on invested capital consistently above 20%. Revenue compounded at approximately 23–24% annually over the past five years. Hundreds of acquisitions executed across multiple economic cycles, without a single business ever sold. Share count stable for years. Mark Leonard takes no salary and has never sold a share of his own stock.
The structural difference between Constellation and traditional PE roll-ups is the same difference that Bending Spoons and Curious are claiming for themselves: the absence of an exit horizon. Constellation doesn’t manage to a sale. It manages to compound. Acquired businesses retain operational autonomy. Capital is redeployed relentlessly. Topicus, Constellation’s European spin-out focused on continental vertical market software, deployed over €700 million in capital in 2025 alone — nearly matching its entire deployment from 2021 through 2024 combined. The template is maturing, and capital is following.
For investors evaluating Bending Spoons and Curious, Constellation’s track record is the most important piece of evidence available. It provides thirty years of acquisitions across economic cycles, without a single exit, generating superior returns. The model works. The only question for newer entrants is whether they can execute it with comparable discipline — and whether the markets they’re targeting offer comparable compounding characteristics.
| Dimension | Constellation | Bending Spoons | Curious |
|---|---|---|---|
| Founded | 1995 | 2013 | 2023 |
| Target profile | Vertical B2B SaaS, $2–50M ARR | Consumer & prosumer apps, $50M–$1.5B | Venture-stalled SaaS, $1–5M ARR |
| Hold period | Permanent | Permanent | Permanent |
| Operating model | Decentralised autonomy, 6 groups | Centralised platform (Spoon Engine) | Shared functions, preserved identity |
| Capital structure | Cash-flow funded, no debt | $1.2B equity + $2.8B institutional debt | $16M equity seed, self-financing |
| Scale | $10.07B revenue, FY2024 | ~$1.2B revenue, FY2025 est. | 5 acquisitions, undisclosed revenue |
| ROIC / Margin | >20% ROIC | ~50% EBITDA margin | 20–30% target post-acquisition |
Why This Particular Moment
Patient capital has always existed. What has changed is the structural environment that makes it so much more available — and so much more necessary — right now.
The 2018–2022 venture vintage is aging into distress. Companies funded during that cycle at historically elevated valuations face a narrowing set of paths: achieve VC-required growth rates (which most cannot sustain), accept punitive down-round terms, or find a strategic buyer. The “hold forever” acquirer represents a fourth option — and increasingly, the most attractive one for founders who built real products and want to see them survive rather than be quietly wound down in an LP update no one reads.
AI is tightening the operational flywheel at the same time. The marginal cost of running a mid-sized software product continues to decline as automation handles customer support, marketing content, and routine engineering tasks. Bending Spoons’ Spoon Engine already distributes AI capabilities across its entire portfolio without per-product R&D investment. This structural advantage improves with every acquisition and every year, compounding in ways that traditional standalone SaaS businesses simply cannot replicate at equivalent cost.
The institutional capital markets are arriving — and their arrival is itself a signal. Goldman Sachs and JPMorgan do not structure $2.8 billion debt packages for businesses without credible, audited cash flow visibility. S&P’s investment-grade-adjacent rating reflects a judgment about business quality, not just deal terms. The category is no longer being treated as experimental. It is being underwritten as an asset class.
Finally, founder psychology is shifting in ways that matter. A generation of entrepreneurs who spent years building real products has watched the VC model produce structural misalignments — between product decisions and investor incentives, between sustainable growth and fund cycle timelines, between what founders want to build and what their cap tables want to see at the next board meeting. The appeal of a buyer who will hold indefinitely, actually invest in the product, and measure success in decades rather than fund cycles is genuine. It is a response to observed reality, not a marketing pitch.
The Tension Worth Naming
It would be dishonest to describe this model without naming its costs clearly.
The Evernote and Vimeo integrations involved significant layoffs. The AOL acquisition will require its own restructuring. Price increases across the Bending Spoons portfolio have been aggressive enough to generate sustained user backlash on multiple products. Total restructuring costs at the company in 2025 were estimated at €190 million — including €80 million attributable to Vimeo alone. These are not rounding errors.
The claim that this model is fundamentally different from private equity is partially accurate and partially rhetorical. The permanent hold period does change incentive structures in important and meaningful ways. But cost optimization at the portfolio level looks similar regardless of who owns the assets. The disruption to employees, to users, and to the communities built around these products is real — and dismissing it as the unavoidable price of efficiency is the kind of analytical sleight-of-hand that should be named when it appears.
The more interesting distinction is between the model at institutional scale — Bending Spoons with its $2.8 billion debt facility, its Spoon Engine, its 13-company portfolio generating $1 billion in EBITDA — and the model at the human level, where Andrew Dumont is personally showing up to a $1 million ARR software product that has been forgotten by its investors and trying, deliberately, to make it viable again. Both are executing the same structural insight. The cultural DNA and the human costs embedded in each approach are worth distinguishing. Conflating them misses something important about what this category is actually building, and for whom.
What Comes Next
Three things seem reasonably certain from here.
This category will institutionalize further and faster than most people expect. The returns are demonstrable across three decades and multiple economic cycles. The supply of targets is substantial and self-replenishing. Patient capital compounds. Expect larger vehicles, more sophisticated structured debt, and potentially public market vehicles — Topicus is the obvious template — to emerge over the next five years. The multiple arbitrage between acquisition price and group trading multiple will compress as the strategy attracts more capital, but the operational compounding advantage of the best platform operators will persist and widen.
AI will shift the basis of competition from cost reduction to growth enablement. As operating costs continue to decline, differentiation among platform acquirers will move toward genuine product improvement capability. The operators who can grow their acquired products — not merely run them efficiently — will command meaningfully better acquisition multiples and achieve significantly better long-term outcomes. This is where the model evolves from financial engineering into something more durable and more interesting: genuine platform advantage compounding across a portfolio of products over decades.
The venture capital industry will adapt without disappearing. Investors will continue funding the next potential OpenAI, as they should. But the acknowledgment that most companies require different capital — patient, operational, aligned with sustainability rather than exponential growth — is becoming explicit in ways it has not been before. Secondary markets, continuation vehicles, structured liquidity solutions: all of these are proliferating in response to the same structural gap. The “fix-and-hold” acquirer is one node in a broader ecosystem learning to monetize the long tail of software that the power law was never designed to support.
The underlying observation is simple. Three decades of venture investment have produced an enormous amount of genuine value locked inside products that the original capital structure can no longer support. There are real users, real workflows, real communities attached to these products. The operators who figure out how to extract, preserve, and compound that value — with discipline, at scale, and with some minimum of consideration for the humans on both sides of every transaction — will build some of the most durable companies of the decade ahead.
Bending Spoons is valued at $11.7 billion. The market has made its judgment: this works. The only question remaining is who figures it out before the window narrows.
Sources: Sacra (Bending Spoons deep dive, October 2025); TechCrunch / Yahoo Finance (Curious / Andrew Dumont interviews, November 2025); Newnex; AInvest; Latticework; KoalaGains / Hated Moats; GeekWire; S&P Global. Financial figures are estimates from secondary sources and should be verified before reliance.
This article is analytical commentary, not investment advice. The author holds no financial position in any company mentioned.
Jia Group Capital
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