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Technical Due Diligence

Know what you’re actually acquiring, before the deal closes.

Deals get evaluated on financials and market position — but the technology underneath often gets a fraction of the scrutiny. We give investors and acquirers an independent, technical read on architecture, technical debt, security, and whether a target’s AI claims hold up, before you sign.

The Problem

Technical risk that surfaces after close is expensive risk.

A codebase riddled with undocumented shortcuts, a security posture that’s never been tested, an “AI-powered” product that’s mostly manual work behind a demo, key-person dependency on one engineer who might not stay past the acquisition — these are the kinds of findings that change a valuation, and they rarely show up in a data room on their own.

What We Do

Six areas of technical risk, evaluated before you sign.

Codebase & Architecture Review

Assessing whether the underlying architecture can actually scale, and how much of what you’re buying is load-bearing versus fragile.

Technical Debt Assessment

Quantifying the shortcuts, workarounds, and deferred maintenance that will show up as cost after close.

Security & Compliance Posture

Reviewing security practices, access controls, and compliance gaps before they become your liability.

AI/ML System Validation

Testing whether AI or ML claims in the pitch hold up under real scrutiny — what’s actually a model, and what’s a human in the loop.

Team & Process Assessment

Evaluating engineering team structure, key-person risk, and whether the people who built it are likely to stay.

IP & Vendor Lock-in Review

Surfacing vendor dependencies, licensing risk, and IP ownership questions that affect what you can actually do with what you’re buying.

How We Get There

Four steps to a findings report you can act on.

01

Scoping & NDA

Defining scope against your deal timeline and signing the confidentiality terms that let the target’s team speak freely.

02

Document & Code Review

Working through architecture docs, repositories, infrastructure, and security records provided in the data room.

03

Technical Interviews

Structured conversations with the target’s engineering and technical leadership to test what the documentation doesn’t show.

04

Findings Report & Risk Rating

A findings report rating each risk area, written for the deal team — not just the engineers — with a clear view on what changes the deal terms.

Closing the deal and need ongoing technical leadership afterward? See Fractional CTO. Evaluating whether an internal AI initiative is worth pursuing, not an acquisition? See AI Strategy.

Frequently asked questions

Answers to common technical due diligence questions

How long does an engagement take?

Most diligence engagements run one to three weeks depending on deal timeline and the size of the target’s technical footprint. We scope against your closing date, not a fixed template.

Do you need source code access, or can this be done from interviews alone?

Code and infrastructure access produces a more reliable report, but we’ve run credible engagements from documentation and structured interviews when access is restricted. We’re upfront about which conclusions require deeper access versus which we can support with confidence either way.

Is this specific to AI/software companies, or general technical due diligence?

General technical due diligence is the core offering; AI/ML system validation is where we add the most differentiated value, since that’s where claims are hardest for a generalist reviewer to verify.

Who is the report written for?

The deal team — typically investors, board members, or acquisition leads — not just engineers. Findings are rated by risk and translated into what they mean for valuation and deal terms.

Can you do this under a tight closing timeline?

Yes, within reason. Tell us your closing date during scoping and we’ll tell you honestly what depth of review is possible in that window, rather than promising a timeline we can’t hit.