M&A Due Diligence

Technical due diligence that actually protects the deal.

Most tech DD is a consultant talking to the CTO for three days. We analyze the code itself -- every commit, every dependency, every decision trace.

The problem with traditional tech DD

You're relying on the CTO's version of reality.

Traditional technical due diligence relies on interviews, self-reported documentation, and surface-level code reviews. The CTO presents the architecture they aspire to, not the one they have.

This leaves you exposed to:

Companies are discovering post-acquisition what they should have known pre-close.

What our diligence covers

Six dimensions of technical risk

01

Code Archaeology

We excavate the system layer by layer — code, commits, tickets, deployment history. Every layer preserves the assumptions and constraints of its moment. We trace how decisions were made, which ones were intentional, and which were accidents that calcified into convention.

02

Cost-to-Replicate Analysis

What would it cost to rebuild this technology from scratch today? We break down total code volume normalized to person-years of effort, custom code vs. open-source ratio, programming language complexity, and poor code ratios.

03

IP & Open-Source Risk

We identify every declared and undeclared third-party dependency. We flag open-source licensing exposure including copyleft contamination and AGPL risks. Source code is processed in isolated environments with full confidentiality.

04

Knowledge Concentration

We analyze git history to identify which developers hold unique expertise over critical subsystems. A bus factor of one on a revenue-critical module is a material risk. We quantify this across every major component.

05

Architecture Scalability

Can the current architecture support the growth thesis? We map the actual system topology, not the aspirational diagram, and identify bottlenecks, single points of failure, and modules that need restructuring at specific scale thresholds.

06

Security & Compliance

We identify latent vulnerabilities, GDPR risk, export compliance issues, and undisclosed dependencies. Code Property Graph analysis identifies business logic flaws that traditional scanners miss.

What we discover

Everything that's hiding in the code.

Our tooling doesn't just scan for bugs. It maps the entire technical landscape — across your domains, subsystems, features, and service infrastructure.

Security & Vulnerabilities

Latent vulnerabilities, inherited exploits, business logic flaws that traditional scanners miss. Code Property Graph analysis across the full codebase.

Open-Source & Licensing

Every declared and undeclared dependency. GPL contamination, AGPL risks, copyleft exposure. Full license audit of your entire package tree.

Compliance Gaps

GDPR risk, SOC2 exposure, export compliance issues, audit trail gaps, and permission model weaknesses — surfaced from the code, not from a questionnaire.

Product Drift

The gap between what was specified (PRDs), what was planned (tickets), and what was actually built (code). Where stated intent diverged from implementation.

Business Logic Mapping

Every domain concept, company rule, and eligibility calculation — traced from the business requirement through to the code that implements it. Across every service.

Searchable Knowledge Base

Everything we discover is captured in a fully queryable knowledge graph and documented knowledge base. Architecture, domain glossary, decision records — searchable and persistent.

What you get

The Five Stories

Formatted for investment committee consumption. Each story answers one question the deal team needs resolved.

  • 01

    Architecture Story

    Is the system what they say it is?

  • 02

    Knowledge Story

    Does the team's expertise survive the transition?

  • 03

    Risk Story

    What costs are hiding in the code?

  • 04

    Velocity Story

    Is engineering time going to the roadmap — or to maintenance nobody decided to fund?

  • 05

    Investment Story

    Is the roadmap being executed — or is engineering investment drifting from the plan?

Plus supporting deliverables
  • Risk map with prioritized findings
  • Compliance readiness by framework
  • Strategic options with effort, timeline & trade-offs
  • Remediation roadmap with milestones
  • Per-project risk heat map
  • Package dependency & license audit
  • Key person dependency map
  • Searchable knowledge base

The knowledge base we build is yours to keep — and the foundation for what becomes possible after the engagement ends.

Timeline & process

Two weeks. Built for deal speed.

WEEK 0

Access Setup

Read-only access, NDA execution, isolated environment configuration. No disruption to the target's operations.

WEEK 1

Automated Analysis

Full codebase scan, knowledge graph construction, dependency mapping, and industry benchmarking.

WEEK 2

Synthesis & Briefing

Consultant review, story synthesis, executive briefing. Deliverables formatted for investment committee.

Designed for deal timelines. We operate under data room restrictions, air-gapped environments, and accelerated schedules.

Deal economics

The math is simple.

A $5M platform rewrite discovered post-close changes the deal math fundamentally. Our engagement takes two weeks and costs a fraction of what a surprise costs you.

The question is not whether you can afford the diligence. It is whether you can afford the surprise.

What We Are Not

We don't write code, manage your engineering team, or sell you a transformation roadmap. Our only interest is an accurate picture — which is exactly why you can trust it. What happens next is your decision, made with the right information for the first time.

Don't close without knowing what's in the code.

Two weeks. One investment. Complete technical clarity before you sign.

Schedule a Call

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