Against Spoons-ification: The Case for Building Un-Acquirable Apps

By Rosalia Mazza

Some developers are designing apps consolidators cannot easily buy, turning un-acquirability into a deliberate promise to the users who rely on them.

Bending Spoons’ prospectus books the “customer base” of the apps it acquires as an asset and writes it down over time. As a journalist who has covered fintech and digital business for about nine years, I see that line as the clearest description of what might be called Spoons-ification: buying products whose users find it hard to leave, then managing their loyalty as a declining asset. The model now has a deliberate counterweight.

Developers can build apps that resist it, and some already do: through legal, financial and technical design, they are making their software hard or impossible to buy. Ownership is the strongest of these locks.

What Is Spoons-ification, and Why Might It Worry Users?

Bending Spoons describes its strategy plainly: acquire digital businesses, transform them and reinvest in further acquisitions. In the second quarter of 2026, revenue more than doubled, mainly through acquisitions, while organic growth was 3% and net debt stood at $4.09 billion.

Net revenue retention was 95% in 2025, meaning existing customers, taken together, spent less than a year earlier, so the customer base must be replenished with new deals. The prospectus lists “customer base” among the company’s intangible assets, and as of 31 December 2025 the company expected to write down a further $657 million of its value. No line measures the trust of the users who built the product’s reputation.

For users, the transformation can mean paying more for less. After the 2023 acquisition of Evernote, the annual Personal plan rose from $69.99 to $129.99. In July 2025, WeTransfer changed its terms in a way users read as permitting AI training on their files, and rewrote the clause after a backlash.

Florian Ederer, Allen & Kelli Questrom Professor of Markets, Public Policy and Law at Boston University Questrom School of Business, co-authored research on “killer acquisitions”, in which buyers acquire a company to eliminate a future competitor. He calls what consolidators do harvesting. A founder who still wants to grow the product has reasons not to fully exploit loyal users, whereas “a new owner with a shorter horizon has every reason to monetize the switching costs those users already face.”

What Is Poison-Pill Development?

In the boardroom, a poison pill is a takeover defence that a board can generally redeem at its discretion, so it mainly forces bidders to negotiate. Poison-pill development borrows the name, but the people who would profit from a sale cannot simply remove it.

It is the practice of designing an app so that it cannot be bought on a consolidator’s terms, with locks built into three layers: who controls the company, how its money flows, and how its technology is run. Users can check the commitment in a company’s constitution, its accounts or its code.

Ederer describes it as a commitment against future hold-up that is credible precisely because it is costly. Giving up the acquisition exit lowers the company’s value to outside investors and makes it harder to raise venture capital.

Table 1: Two Models for an App’s Future

How Do Legal, Financial and Technical Design Lock an App?

The strongest locks are legal. Ghost, the open-source publishing platform, was set up as a non-profit foundation whose constitution ensures it can never be bought or sold. It reinvests all of its revenue in the product and community, leaving a buyer little profit to extract.

In May 2026, the founder of Swiss cloud provider Infomaniak transferred majority voting rights to a public-interest foundation through special shares that can never be transferred. The foundation’s charter, whose principles can be strengthened but never weakened, states that customer data may be used only to deliver the service requested, and that any further use, including AI training, requires explicit consent. Because it is tied to the control structure, this works as a user-privacy bylaw that a new owner could not rewrite.

Technical locks are the most visible and the least binding. Mastodon runs across thousands of independently operated servers, and Plausible, a privacy-focused analytics tool, has pointed out that users could take its copyleft code if the company ever sold out.

These designs protect the software and its community, but they do not prevent a sale. HashiCorp moved its main products to a more restrictive licence in August 2023, and IBM still completed its acquisition in February 2025.

Table 2: Which Locks Actually Stop a Sale?

What Does Un-Acquirability Cost, and Will It Change the Market?

Danish foundation-owned companies show lower sales growth and accounting returns, but research also finds that they survive longer and carry less debt, with 60% reaching 50 years of age against 10% of comparable firms. Founders can pay a price too. David Tollemache, co-founder of Techdollar, acknowledges that the right acquirer can revive an underperforming product, but warns that “when selling is the primary route to liquidity, financial necessity can influence decisions that should be driven by the company’s long-term potential.”

Tommaso Valletti, professor of economics at Imperial College London and former Chief Competition Economist of the European Commission, does not see these structures changing the acquisition market “in any meaningful way”. The projects that choose them, he says, are mostly ones buyers were never very interested in, and because the structures make raising money much harder, the model is likely to stay small. For the communities involved, “the promise is real and worth having”, but he argues that protecting users after takeovers is a job for competition policy: easier data portability and switching, and closer scrutiny of buyers that make many acquisitions.

Ederer agrees that, in aggregate, these locks are too rare to matter for now. His research with Bruno Pellegrino documents that acquisitions, not IPOs, have become the dominant exit for venture-backed startups. Yet he sees a selection effect: the products that adopt these locks “tend to be the ones with exactly the loyal, community-heavy user bases that harvesters value most”.

He would not call them pro-competitive, because a steward-owned firm with market power can still exercise it, and he would not want competition policy to actively favour them. But he sees steward ownership as a sensible voluntary option, because it lets founders make a credible promise to users. For founders weighing that promise, the options look like this:

• Those who want to rule out a future sale can consider a legal lock, such as foundation ownership or non-transferable control shares.
• Those who also need outside capital can look at Infomaniak’s planned listing on the Swiss stock exchange, under which the foundation would keep 3% of the votes while investors buy into the company’s economic value.
• Copyleft licences and data portability can protect users if ownership changes, although they do not stop a company from being bought.
• Each option comes with costs worth weighing early: slower growth, a narrower pool of investors and less personal liquidity for founders.

Conclusion

For the developers who choose it, un-acquirability works as a deliberate badge, telling users that the product will continue to answer to them whatever offers arrive. European policymakers may soon make that choice easier. Germany published a framework for a legal form with permanently locked assets in February 2026, and in June the European Parliament’s rapporteur on EU Inc. proposed a voluntary steward-ownership option.

About the Author

Rosalia Mazza is the founder of the fintech publication The Bright Minded, and the fintech intelligence system Cantica. She’s a contributing writer to Espacio Media Incubator.