Latest / The Startup Exit Podcast with Fexingo: IPOs, Acquisitions, and Founder Liquidity Events / How Bending Spoons Founders Structured Their 18 Billion IPO Exit
Transcript
- Lucas: Bending Spoons went public yesterday, and the stock surged 40% on day one. That's the kind of pop every founder dreams about — but what actually happened to the founders' own shares? That's the part that usually stays behind the curtain. Luna: Right, we talk a lot about the IPO price and the pop, but the founders are usually sitting on a very different set of numbers. Lucas: Exactly. And the Bending Spoons case is especially interesting because the founder, Luca Ferrari, gave an interview yesterday where he said their goal was 'minimizing luck.' That's a weird phrase for a guy whose stock just went up forty percent in a day. But when you unpack the liquidity structure, it starts to make sense. Luna: What do you mean by 'liquidity structure' in this case? They didn't just sell everything on day one, right? Lucas: No, they definitely did not. According to the S-1 and the post ipo disclosures, the founding team and early employees sold about 15% of their holdings in the IPO itself — that's the secondary component. The rest is locked up for staggered periods: six months for some, twelve months for others, and a chunk with performance-based earnouts tied to revenue targets over the next two years. Luna: So they're basically hedging their bets. They take some chips off the table now, but they keep a big stake to benefit if the company keeps growing post ipo. Lucas: Precisely. And the 'minimizing luck' comment is about exactly that. If you sell everything on day one, you're betting that the peak is now. If you hold everything, you're betting the company will keep outperforming. The Bending Spoons structure tries to remove both extremes — you take a meaningful, but not total, amount of liquidity at the IPO, and you give yourself multiple shots at future upside. Luna: It reminds me of something we talked about a few episodes back — structured liquidity tiers. This is a real-world application of that. Lucas: It is. And the numbers are big enough to matter. The IPO valued Bending Spoons at around $18 billion. If the founders collectively owned, say, 40% of the company before the IPO — that's roughly $7.2 billion in paper wealth. Selling 15% in the IPO gives them about $1.1 billion in cash, but they still have $6 billion tied up in stock that they can only sell gradually. Luna: That's a lot of concentration risk. One bad quarter and that $6 billion could shrink fast. Lucas: Exactly. And that's where the lockup tiers come in. The six-month tranche lets them sell another chunk relatively soon, but the twelve-month tranche and the earnout tranche mean they're locked in for a while. The earnout is especially clever — it's tied to revenue targets, so if the company hits those targets, the stock price is likely higher, and they get to sell at a better price. If they don't hit the targets, the earnout shares might never vest. Luna: So it aligns incentives with long-term performance, not just the IPO pop. That's the opposite of a lot of the spac era deals we saw a few years ago, where founders cashed out huge amounts upfront. Lucas: Right. And that's partly why Bending Spoons has been able to attract long-term institutional investors — the founders are putting their money where their mouth is. But there's also a tax angle here. By selling some shares in the IPO, they lock in the long-term capital gains rate on that sale, assuming they've held the shares for more than a year. If they sell later, they might face a higher rate depending on tax law changes. Luna: That's a good point. We've talked about tax strategies in past episodes, but the timing of the sale matters a lot. Selling in the IPO means you know the tax rate today. Lucas: And the Bending Spoons founders likely used a pre ipo tax planning technique called 'gifting' or 'trusts' to move some shares to family members before the IPO, lowering the overall tax hit. We've covered that in episode 80, but it's worth noting that in this case, the structure was probably set up months before the IPO. Luna: So the takeaway for founders listening is: the IPO pop is exciting, but the real work is in the liquidity planning that happens before. Bending Spoons seems to have done that well. Lucas: Absolutely. And speaking of planning — if these conversations are useful for what you're building or running, that's genuinely the reason we keep the show ad-free. If today's episode was worth a coffee to you, that's the link: buy me a coffee dot com slash fexingo. No pressure, just a small way to keep this going. Luna: Yeah, we really appreciate that. It helps us stay independent and focused on the stories that matter for founders. Lucas: So back to Bending Spoons. One other data point that stood out to me: the stock's first-day pop came in a broader market that's been rallying hard for tech. Look at Meta — up almost 13% in the last five days. Palantir up 17%. So the IPO window is wide open right now, and Bending Spoons is riding that wave. Luna: But that also means the market might be pricing in a lot of optimism. If the macro environment shifts, those lockup periods could become painful. Lucas: Exactly. And that's the risk the founders are taking with their remaining stake. They're essentially saying, 'We believe in the business enough to hold most of our shares for at least a year.' That's a strong signal, but it's also a bet on the market staying strong. Luna: Let's talk about that earnout structure a bit more. How does it actually work in practice? Lucas: So the earnout shares are tied to specific annual recurring revenue targets — I've seen reports that the targets are around $500 million in ARR within two years. If the company hits that, the shares vest and the founders can sell them. If not, the shares are forfeited or converted into a smaller amount. It's a way to keep the team focused on growth even after going public. Luna: That's a lot of pressure. But it also means the market knows exactly what milestones to watch. Transparency can be a good thing. Lucas: It can. And in Bending Spoons' case, the transparency extends to their financials. They disclosed in the prospectus that they've been profitable for the last three years — which is rare for a tech company growing this fast. That profitability gives them more flexibility in how they structure the earnout. Luna: So the earnout isn't just a carrot — it's also a signal to investors that the company has a clear path to hitting those numbers. Lucas: Right. And the founders are putting their own compensation at risk if they don't deliver. That's a level of alignment that doesn't exist in every IPO. Luna: I want to loop back to the 'minimizing luck' idea. How much of the Bending Spoons outcome is actually skill versus luck? The market timing, the app boom, the AI tailwinds... Lucas: It's a fair question. Ferrari himself acknowledged that luck plays a role — timing the market, having the right product at the right time. But the structure they built is designed to reduce the downside of bad luck. If the market turns, they've already taken some cash off the table. If it stays strong, they participate in the upside. That's minimizing luck through planning. Luna: It's almost like a financial hedge against your own company's stock. Most founders can't do that without selling, but Bending Spoons found a way. Lucas: And it's worth noting that not every founder can replicate this. Bending Spoons had a strong negotiating position because they were profitable and had multiple underwriters competing for the business. A weaker company might not get the same flexibility on lockup terms or earnout structures. Luna: So the lesson isn't just 'copy Bending Spoons' — it's 'understand your leverage and negotiate the best liquidity structure you can.' Lucas: Exactly. And for founders who are earlier in the process, the time to start thinking about this is now — not two weeks before the IPO. The tax planning, the trust structures, the secondary sale negotiations — all of that takes months. Luna: We've seen a lot of episodes covering specific tools like tender offers, stock lending, and earnout traps. This episode really ties them together into a coherent strategy. Lucas: That was the idea. Bending Spoons is a great case study because it's recent, it's large, and the founders were unusually open about their philosophy. If you're a founder planning an exit, I'd recommend reading the full Ferrari interview — the one where he talks about minimizing luck. It's a good reminder that the IPO is just one day, but the liquidity plan lasts years. Luna: And with that, we'll leave you to think about your own exit strategy. Thanks for listening. Lucas: Thanks, Luna. See you next time.