Tech due diligence and exit readiness, in one audit.
Tech due diligence is an independent read on the software behind a deal: its risk, its security and AI exposure, and whether the inherited system is worth saving or rebuilding. Our audit is one artifact with three doorways. A buy-side acquirer gets diligence before signing. A seller gets exit readiness before going to market. An owner gets a salvage-or-rebuild call. It runs in about one to two weeks, with findings tied to the deal.
01 / One artifact, three doorways
The same audit answers the buyer, the seller, and the owner, because they are asking the same question about the same code.
You do not have an engineer in the room you can trust, and the software is now tied to the deal. A buy-side acquirer needs to know what they are inheriting before the money moves. A seller needs to remove the surprises a buyer will find anyway. An owner needs to know whether to fix, replace, or walk. We run one software audit and point it at your question. The deliverables are the same set of facts, framed for the doorway you came in through.
Why the swing is real money
Technology findings routinely adjust valuations by 3 to 12% of enterprise value in $2M to $20M-revenue deals. On a typical lower-middle-market target, that is real money that moves toward whoever holds the credible read. The point of the audit is to make sure that read is yours, before someone else's version sets the price.
Who buys these businesses
Search funds, holdcos, and independent sponsors buy durable SMBs, most often services businesses. Typical targets run about 30 to 40 employees at roughly $16M purchase prices. One acquirer is not one engagement. It is a portfolio, deal after deal, and the same audit runs on each.
02 / What each doorway gets
Same engine, framed for who is asking. The findings do not change; the report and the timeline do.
| Doorway | What they are deciding | What the audit gives them |
|---|---|---|
| Owner | Fix the inherited system, replace it, or walk away. | A salvage-or-rebuild call, a remediation plan, and a number for the return. |
| Buy-side acquirer | Whether to sign, at what price, and what the first 100 days cost. | A risk, security, and AI-exposure map, quantified findings, and scope tied to the 100-day plan. |
| Seller | Whether to go to market or clean up first. | An exit-readiness read that removes the surprises a buyer would price against you. |
Not sure which doorway is yours? Score the risk yourself first, or start a conversation.
03 / What we deliver
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01
A risk, security, and AI-exposure map.
- Where the system is fragile: architecture, data handling, dependencies, and single points of failure.
- The security holes, mapped against a real framework, so readiness is a fact and not a hope.
- The specific failure modes AI introduces. Roughly 45% of AI-generated code ships with at least one OWASP Top-10 vulnerability, per Veracode's 2025 review, so we look for what the machine tends to leave behind.
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02
A salvage-or-rebuild call on the inherited system.
- Keep it, keep part of it, or start over, with the reasoning shown so you can check it.
- An honest read on key-person risk, since roughly a third of lower-middle-market companies carry critical system knowledge in one person's head.
- A view of what it would cost to fix versus replace, before you commit to either.
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03
Scope, quantified findings, and a remediation plan.
- Findings quantified and tied to the 100-day plan, so each risk has a cost and a sequence.
- A scope for the work worth doing, sized and prioritized against the deal timeline.
- A remediation plan you own, whether we do the work or someone else does.
04 / The second act
Diligence tells you what you are buying. The Engine is who runs it once the deal closes.
Most acquired SMBs never had an engineering team. The critical system sits in one person's head, or with a vendor who has moved on. Once the deal closes, our embedded Engine becomes the engineering team the business never had. The people who read the code during diligence stay on to run it, so nothing gets re-learned from scratch and the 100-day plan has hands behind it.
From remediation to running
The remediation plan from the audit is the first backlog. If the call was rebuild rather than salvage, the rescue path takes over the system from the previous developer and stabilizes it before rebuilding. Either way the client owns the repo, source code, infrastructure, docs, prompts, evals, and deployment from day one. There is no lock-in, on the deal or after it.
05 / The compliance a deal asks for
The trigger that pays is a customer, insurer, or acquirer asking, never a legal deadline.
You do not need a compliance program because a law is coming. EU high-risk AI duties were deferred to December 2027 and August 2028, and Colorado repealed its AI Act before it took effect. The thing that moves a deal is a buyer, an enterprise customer, or an insurer asking to see your posture. We read the system against a real framework so that when the question comes, the answer is on paper. If a SOC 2 readiness gap sits between you and the deal, we name it and price the fix.
What that looks like in a deal
- A buyer's technical reviewer asks how AI decisions are governed. You have the evals and the answer.
- An insurer wants proof the system is built to standard. You have the map, not a promise.
- An enterprise customer conditions a renewal on a security review. It is already done.
See the full picture in what tech due diligence finds, and how the audit rolls into a build under our guarantees.
06 / How it runs
Short enough to fit a diligence window, thorough enough to stand behind.
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01
Day 0
Scope and access
We agree what is in the read and get access to the code, infrastructure, and the person who built it. Fixed price, quoted up front.
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02
~1 to 2 weeks
The read
One senior engineer maps the risk, security, and AI exposure, and forms the salvage-or-rebuild call, with reasoning documented as we go.
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03
End of window
The verdict
A written report: the map, the call, quantified findings tied to the 100-day plan, and a remediation plan. Yours to keep either way.
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04
Post-close
The second act
If you go ahead, the embedded team picks up the remediation plan and runs the system. The audit fee credits to the work.
07 / Common questions
What does buy-side tech due diligence cover?
It covers what you are inheriting before the money moves: a risk, security, and AI-exposure map, a salvage-or-rebuild call on the system, key-person risk, and quantified findings tied to your 100-day plan. Technology findings routinely adjust valuations by 3 to 12% of enterprise value in $2M to $20M-revenue deals, so the read exists to make sure that number moves in your favor, on paper, before you sign.
How is sell-side exit readiness different from buy-side diligence?
Same audit, different timing and purpose. Sell-side exit readiness runs before you go to market and removes the surprises a buyer would otherwise find and price against you. You get the same map and salvage-or-rebuild call, plus a remediation plan you can act on first, so the software is a clean story rather than a discount lever in the buyer's hands.
How long does the audit take and does it fit a diligence deadline?
About one to two weeks from access to written verdict, which fits inside most diligence windows. The price is fixed and quoted up front. If you proceed with remediation or a build, the audit fee credits to that work, so you pay for the read once. For a faster self-serve start, run our tech due diligence scorecard first.
What happens after the deal closes?
The remediation plan becomes the first backlog and our embedded Engine becomes the engineering team the acquired business never had. The people who read the code during diligence stay on to run it, so nothing is re-learned. If the call was rebuild rather than fix, the rescue path takes the system over from the previous developer and stabilizes it first.
Do you assess AI and compliance risk?
Yes. We map the security holes and the specific failure modes AI introduces; roughly 45% of AI-generated code ships with at least one OWASP Top-10 vulnerability, per Veracode's 2025 review. On compliance, we read the system against a real framework so you are ready when a customer, insurer, or acquirer asks. We do not sell regulatory urgency; the trigger that pays is the question in the deal, not a legal deadline.
Do you work with acquirers doing multiple deals?
Yes. Search funds, holdcos, and independent sponsors are a portfolio relationship, not a single engagement. The same audit runs on each target, with a consistent risk map and 100-day framing across the book. Typical targets are about 30 to 40 employees at roughly $16M purchase prices, so the read is calibrated to lower-middle-market services businesses rather than venture-scale software.
Last updated June 2026 · Talk with Felipe
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