Just a few weeks ago, the collaboration platform Miro (profitable, with around $600 million in annual recurring revenue and $435 million in net cash) agreed to be acquired by Bending Spoons at an enterprise value of $1.355 billion. Including cash, the deal implies an equity value of roughly $1.79 billion – close to 90% below Miro’s $17.5 billion valuation in 2022.
Miro was not running out of money. That is what makes the deal particularly interesting from a VC and M&A perspective: Miro’s management and investors chose an exit rather than asking private investors or public markets to validate an old valuation. Some peope say, the company was stuck.
From my conversations with VCs and founders across DACH and CEE, I know of dozens of similar cases (mostly at a smaller scale, but same rational). Founders are considering (or have already decided) to sell sooner rather than later, simply because the peak valuations of 2021 and 2022 are no longer achievable.
And this simple facts help explain what is happening: Public SaaS multiples have fallen sharply, with the BVP Cloud Index dropping from around 28x revenue in late 2021 to 6.3x by June 2026. At the same time, AI is increasing the pressure, as we are all witnessing.
This is what I call the hidden M&A wave, and it will become increasingly common across European tech: quiet, rarely announced with fanfare, and driven by neither desperation nor enthusiasm.
The liquidation preference trap
There is another standard mechanism in VC that is reinforcing the trend – the good old liquidaiton preference. Where referred investors are paid first, preferences stack across rounds and new money in a down round often ranks senior.
Consider a company that raised EUR 10 million at Seed, EUR 25 million in Series A and now needs EUR 20 million in a down-round Series B. With 1x preferences and the new round senior, the preference stack reaches EUR 55 million. Sell for EUR 45 million and the Series B and Series A investors can absorb the entire consideration. The business did not fail, but common shareholders, including the founders – may receive nothing.
Boards must therefore compare shareholder outcomes, not enterprise values. The real calculation includes the probability of reaching the next milestone, the capital and years required, and the proceeds each class receives.
Cooley reported that down rounds represented 19.9% of its Q3 2025 financings; 95% of deals carried a 1x preference. Another round can still be right, but it can also postpone the same decision while adding dilution, seniority and execution risk.
Bending Spoons
Bending Spoons is the clearest European expression of this market. Its IPO prospectus says it sourced more than 2,500 acquisition opportunities in 2025 (also we have been in touch with them several times over the last 1,5 years), analysed about 200 in depth and completed six.
Miro, which I mentioned at the beginning of this article, is not an isolated case. Airtable was acquired by Bending Spoons at an enterprise value of $1.285 billion after being valued at $11.7 billion in 2021. Vimeo, once valued by the public markets at more than $8 billion, was acquired for around $1.38 billion. Eventbrite, whose market value once exceeded $2 billion, was acquired for approximately $500 million. These were recognised products with meaningful revenue and loyal users – not broken assets.
The model is systematic: buy established digital businesses, centralise technology and monetisation, remove the venture-era cost structure and underwrite future cash generation rather than the seller's last financing price.
Bending Spoons increased revenue per full-time employee from $1.12 million in 2023 to $2.57 million in 2025. It has built a public company around the valuation gap venture-backed boards now confront.
The 2021 learning
One clear lesson from the funding boom of 2021 is that founders now assess “their realistic” exit waterfall before an offer arrives.
They consider what strategic buyers may value and how AI could affect their business. Crucially, they start while there is still enough runway to create competition. All the while their early investors compare a potential sale with another funding round, factoring in costs, dilution, time and the probability of success.
Selling is not an admission of failure, just as raising another round is not proof of conviction. Both are capital-allocation decisions. By the time the hidden M&A wave becomes visible and measurable, the decisive work will already have happened behind closed doors.
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