M&A & PE Technical Due Diligence

"What are we actually buying?"

Independent codebase intelligence for buyers and operators. A continuous read of the target's stack — code, commits, tickets, roadmaps, ownership, data. It surfaces what's actually in the system before you sign. It stays live across the merged stack after you close.

Get a Read → Two weeks · Fixed price · Read-only · No target meetings

One conversation. No pitch deck. We'll tell you if we can't help.

Why now

Six months after close, you discover what wasn't disclosed.

Standard tech DD interviews the target's CTO for three days and produces a PDF. The CTO presents the architecture they aspire to, not the one they have. The questions that determine deal math — key person risk, undisclosed technical debt, AI exposure, roadmap drift — get good-sounding answers, not evidence.

Each of these is a deal-math problem if discovered pre-close, and a value-creation problem if discovered post-close. Independent codebase intelligence answers them on the deal clock.

What the read covers

Six dimensions of the target's stack — correlated.

01

Decision Archaeology

The discipline behind the read. Code, commits, tickets, PRDs, roadmaps, ownership, tests and data — correlated together, over time. The output is the sequence of decisions that shaped the system, not a snapshot of what's there today.

02

Cost-to-Replicate & Tech Debt Quantification

What would it cost to rebuild this technology today, and what is the existing tech debt costing every quarter in velocity? Quantified by domain, in dollars and time. Not "high" or "moderate" — a defensible number your IC can act on.

03

IP & Open-Source Risk

Every declared and undeclared third-party dependency. Open-source licensing exposure including copyleft contamination and AGPL risks. Source code is processed in isolated environments under data-room confidentiality.

04

Knowledge Concentration & Key Person Risk

Who actually maintains the critical systems, by commit — not by org chart. Where the hero problem lives. The map of who holds the keys and what breaks the day they walk out. The signal post-close retention plans need.

05

Architecture Scalability & Roadmap Drift

Can the system the target actually has support the growth thesis the deal is priced on? Where has what was promised drifted from what was built over the last twelve months? The deal-math gap surfaced before close.

06

AI Footprint & Compliance

Which models run where, on what data, making which decisions. EU AI Act exposure, board-reporting readiness, SOC 2/GDPR/PCI gaps surfaced from the code itself — not from a compliance questionnaire.

What you keep

The signed read. Plus a continuous intelligence layer.

The signed read is what your investment committee sees and what your operating partners act on. The continuous intelligence layer is what stays live across the merged stack — in your reporting, in your developers' IDEs, in your PM tools, via MCP to whatever LLM you already use — so the next decision after close doesn't require another engagement.

Security & Vulnerabilities

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

Open-Source & Licensing

Every declared and undeclared dependency. GPL contamination, AGPL risks, copyleft exposure. Full license audit of the target's package tree.

Compliance Gaps

GDPR, SOC 2, PCI, EU AI Act exposure, 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, business rule and eligibility calculation traced from the requirement to the code that implements it. Mapped to the target's domains, not the repo tree.

Intelligence Layer

Everything we discover is captured in a fully queryable layer that stays live. Architecture, domain glossary, ownership maps, decision records — queryable in plain English, source-traced to the commit.

What you receive

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
  • Executive briefing — board-ready, one signed document
  • Risk map ranked, mapped to business domains
  • Tech debt quantification — in dollars, by domain
  • Key person risk map — who holds the keys, what breaks
  • Architecture dependency view — the system you're actually buying
  • AI footprint — board-reporting and EU AI Act readiness
  • Strategic options — with effort, timeline and trade-offs
  • Continuous intelligence layer — stays live across the merged stack

The intelligence layer is yours to keep. It's the foundation for the first 100 days of value creation, and for the next decision after that, without another engagement.

Timeline

Two weeks. Built for the deal clock.

Week 0 · Connect

Read-only access

NDA execution, isolated environment configuration, read-only access to the target's codebase, commits, tickets, roadmaps and ownership signals. One 30-minute call. No disruption to the target's operations.

Week 1 · Read

Precision, correlation, business decomposition

Deterministic static analysis surfaces what's there. Multi-source temporal correlation ties it together. Every finding gets mapped to the target's domains, sub-domains and features. Industry benchmarking applied.

Week 2 · Deliver

Signed read + intelligence layer

The signed Five Stories for the investment committee. The continuous intelligence layer live in your stack, ready to carry into the first 100 days and beyond.

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

Deal economics

The math is simple.

A multi-million-dollar platform rewrite discovered post-close changes the deal math fundamentally. The read takes two weeks, costs a fraction of what one surprise costs you, and produces an intelligence layer that pays its own way across the next four quarters.

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

Acquirer questions, answered

Before you sign, and after you close.

What does a technical assessment for an acquisition actually cover?

The questions the deal turns on, read from the target's code rather than its pitch: the real architecture versus the diagram, what you actually own (IP and open-source exposure), where critical knowledge is concentrated, how much technical debt you're inheriting and what it will cost, and what it would take to replicate the asset. Each finding is evidence traceable to the commit, formatted for the investment committee.

How do you surface cost surprises before close?

The expensive surprises — a re-platform the seller didn't mention, a license you can't ship, a system one departing engineer holds in their head — live in the code and commit history, not the data room. Because we read those directly instead of interviewing the team, we surface them while you can still price them in or walk, not six months after close.

Is this just a code review, and does it continue after close?

A code review is the baseline; the read goes further, correlating code with commits, tickets and ownership to answer the deal questions a review can't. And the intelligence layer stays live after close: the same read that informed the deal becomes the basis for integration and the first 100 days. See also how to evaluate an acquired codebase.

What we lead with

We lead with the read. Independent. Defensible. Yours. We deliver the map. Whether we ride along comes next.

What you do with the read is your call. If you want a partner on integration, value creation or modernization after close — that's a different conversation, and we can have it. The independence of the diligence stays intact regardless.

Don't close without a read.

Two weeks. Fixed price. Read-only. No meetings with the target's team. One conversation to start — we'll tell you if we can't help.

Get a Read

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