From $17.5 Billion to $1.79 Billion: Who Gets Paid When Miro Sells

On September 10, Bending Spoons agreed to acquire Miro, the collaboration software company, in an all-cash transaction at an enterprise value of $1.355 billion, or about $1.79 billion in equity value once Miro's cash is added. In January 2022, Miro raised $400 million at a valuation of $17.5 billion. The company has grown considerably since then, to around $600 million in annual recurring revenue. The gap between the two prices is not the story of a business that failed. It is a story about how valuations get set, and about who receives what when the number comes down.

What was announced

Bending Spoons, the Milan-based software acquirer that listed on Nasdaq in July, will buy 100 percent of Miro's shares for cash. Both boards approved the agreement, and closing is expected in the fourth quarter of 2026, subject to regulatory approvals. Certain Miro shareholders have agreed to put $295 million of their proceeds back into newly issued Bending Spoons stock, so part of the seller group will keep exposure to the combined business rather than walk away entirely.

Miro is a substantial company. It serves roughly 4 million paying users across 250,000 organizations, with nearly 90 percent of recurring revenue coming from business and enterprise customers and more than 750 accounts each paying over $100,000 a year.

The transaction follows a pattern. Five weeks earlier, Bending Spoons agreed to buy Airtable, another collaboration platform from the same funding vintage, at an enterprise value of $1.285 billion and an equity value of about $2.25 billion, against a peak private valuation above $11 billion. That deal closed on September 4. Two of the best-funded software companies of 2021 have now sold to the same buyer at a fraction of their last private marks.

Two prices, one business

Divide Miro's enterprise value by its recurring revenue and the multiple is about 2.3 times ARR. Airtable's works out to roughly 2.7 times. For context, the median publicly traded software company was valued at about four to five times forward revenue in mid-2026, and the measure touched 3.6 times in February, a ten-year low. Bending Spoons is paying a discount to public comparables, which is normal for a private company, but the multiple is not unusual for mature software in the current market.

The 2022 number was different in kind. Miro's $17.5 billion valuation was the price implied by a $400 million primary financing, which bought the new investors a stake of roughly 2.3 percent. Nobody paid $17.5 billion for Miro. A group of investors paid $400 million for a small piece, with protections attached, at a moment when public software traded at multiples that no longer exist. The headline valuation was arithmetic: the price of a thin slice, multiplied out to 100 percent.

That distinction matters for any owner who has raised outside capital. A financing round sets the price of the marginal share, usually a preferred share with downside protection. A sale sets the price of the whole company, with no protection for anyone. An owner who treats the first as a floor for the second will be disappointed at the negotiating table.

Enterprise value, equity value, and the cash in the bank

The announcement quotes two figures, and the difference between them is worth understanding. Enterprise value is what the buyer pays for the operating business. Equity value is what shareholders actually receive: enterprise value plus the company's net cash, or minus its net debt. Miro's equity value of $1.79 billion is $435 million above its enterprise value, which means Miro holds roughly that much cash with little or no debt. Shareholders receive it at closing, dollar for dollar.

The Airtable numbers make the point more sharply. Its equity value of $2.25 billion sat nearly $1 billion above its enterprise value of $1.285 billion. Close to 43 percent of what Airtable's shareholders received was their own cash, returned. The buyer paid a multiple on the business and paid par for the balance sheet.

For a private owner, the lesson is practical. Cash left in the company comes back at closing, but it does not earn a multiple. Owners who accumulate cash inside the business ahead of a sale are not raising their price; they are deferring a distribution.

Who gets paid, and in what order

A 90 percent drop in the headline valuation does not mean every shareholder takes a 90 percent loss. Venture-backed companies distribute sale proceeds through a liquidation waterfall: preferred shareholders are paid according to the terms of their stock before common shareholders, typically founders and employees, receive anything.

Miro raised approximately $476 million across four rounds. Standard venture preferred stock carries a one-times, non-participating liquidation preference, meaning each investor receives the greater of its money back or its share of the proceeds as if it had converted to common stock, but not both. Miro's actual terms are not public, so what follows is illustrative.

Apply that standard structure to the Series C. Those investors put in $400 million for about 2.3 percent of the company. At an equity value of $1.79 billion, 2.3 percent is worth roughly $41 million. Faced with a choice between $41 million and $400 million, they would take the preference and recover their capital, four and a half years later, with no gain. That $400 million comes off the top. Earlier investors bought at far lower valuations, so their converted stakes are worth more than their preferences, and they would convert. The remaining $1.39 billion or so would be shared among earlier investors, founders, and employees.

In Miro's case the preference stack is small relative to the equity value, so common holders still do well. The arithmetic looks very different for a company that raised, say, $150 million and sells for $180 million. There, the preferences absorb almost everything, and the people who built the business can receive close to nothing despite a headline that sounds like success. The order of payment, not the sale price, decides that outcome.

The $295 million reinvestment adds one more layer. Some shareholders are converting part of their cash into Bending Spoons stock, which has risen from a $29 offering price in July to the low $50s. That is a bet on the acquirer, with lockups and market risk attached, negotiated by those specific holders rather than spread across the cap table.

What the buyer is telling the market

Bending Spoons describes its model plainly: acquire digital businesses, reorganize the teams, overhaul the technology, improve monetization, and hold indefinitely. It says it has never sold a business it acquired. Its portfolio includes Evernote, Vimeo, WeTransfer, Eventbrite, AOL, and now Airtable.

For owners of software and technology-enabled businesses, this buyer type is worth understanding. It is not a private equity fund with a five-year clock, and it is not a strategic acquirer paying for product fit. It is an operator that pays cash, moves quickly (Airtable went from announcement to close in one month), and prices businesses on the cash flow it believes it can create after taking over. That sets a clearing price for mature software at about 2 to 3 times recurring revenue, and it will draw more sellers out of the backlog of 2021-era companies waiting for a market that is not coming back.

What this means for owners

The last round's valuation is a ceiling on expectations, not a floor on price. Any owner who raised money in 2021 or early 2022 is carrying a number set by a thin slice at a peak. Buyers will price the company on revenue, growth, margin, and comparable transactions today. Miro and Airtable are now among those comparables.

Know your waterfall before you know your price. The question is not what the company is worth but what each class of shareholder receives at several plausible exit values. That model should exist before a buyer appears, because it shapes which offers are worth taking.

Net cash is returned, not multiplied. Separate enterprise value from equity value in every offer. A buyer's headline figure may be either one, and the difference can be a large share of the proceeds.

Reinvestment terms are part of the price. If a portion of proceeds goes into the acquirer's stock, the value of the deal depends on that stock, the lockup period, and the tax treatment of the rollover. Those terms deserve the same scrutiny as the cash.

What to watch next

Closing is expected in the fourth quarter. Watch whether Bending Spoons announces a third target and whether other operator-acquirers begin competing for the same assets. The larger signal is the backlog: many companies raised capital at 2021 prices and have spent four years growing into valuations they may never reach. Two have now transacted at reset prices within five weeks. More will follow, and how their proceeds are split will tell owners more about the market than any headline multiple.