Know what you’re buying, before you sign and after you close.
Independent diligence for mid-market deals, covering the full technology picture — and the part most firms skip: we test whether the AI story is real and whether AI threatens the target’s revenue model. Every finding is tied to a deal consequence.
Full-scope coverage · tap a topic to see the matching services
Scope is set by the objective of the deal. Timelines are indicative and depend on target complexity and access.
Fast, low-cost reads before you commit to a letter of intent.
Is the AI story supporting the multiple real, and is AI a threat to the target’s revenue model?
Verdict memo: AI reality rating and disruption exposure
Are there technology issues that kill the deal or move the price?
Go / caution / stop memo with deal implications
Full-depth workstreams that test the investment thesis and size what you are inheriting.
Does the technology support the investment thesis, and what are we inheriting?
Scored assessment, findings mapped to deal impact, remediation cost ranges
Can the platform carry the growth plan without unplanned capex?
Scalability assessment, tech-debt and capex estimate
What exposure needs indemnities, escrow or R&W flags?
Security posture rating and inputs for SPA protections
Does the target clearly own its core IP?
IP chain-of-title and open-source licence findings
What AI liabilities are we taking on, and are they priced or covered?
AI risk register mapped to EU AI Act, NIST AI RMF and sector rules
Who is critical to the thesis, and what retention structure is needed?
Leadership assessment and retention recommendations
Is technology spend normalized in EBITDA, and what is forward capex?
Spend benchmark and normalization inputs for the QoE
Turn diligence findings into an owned plan, a clean integration and EBITDA upside.
What must be fixed by Day 100?
Prioritized remediation plan with costs and owners
How do we capture synergies or exit the TSA quickly?
Target architecture, Day 1 readiness, TSA exit plan
Where can AI improve EBITDA during the hold?
Ranked AI initiatives with EBITDA impact
Keep AI risk under control across the portfolio, and be ready when a buyer’s diligence arrives.
Is AI risk under control across the portfolio, and will it hold up at exit?
Quarterly AI-risk scorecard per portfolio company
What will a buyer’s diligence find, and what should be fixed first?
Seller-side technology and AI readiness report
A proprietary rating separates real AI capability from marketing. A disruption assessment tests whether AI threatens the target’s own revenue model.
Every finding is classified as walk-away, price, SPA protection, Day-100 fix or value-creation lever, with a cost range.
Effort follows the investment question: validating the thesis, finding repricing risk, sizing post-close investment, planning integration or building the value-creation plan.
Targets are benchmarked against $50M–$500M peers, not Fortune 500 standards, so findings stay proportionate to the thesis.
The person who scopes the engagement does the work.
Technology and AI findings are written to feed the financial, legal, HR, commercial and insurance workstreams.
| Technology & AI finding | Feeds into | How it’s used |
|---|---|---|
| Technology cost and capitalized R&D | Financial diligence / QoE | EBITDA normalization, forward capex |
| Data, privacy and IP ownership | Legal diligence | SPA representations, indemnities, escrow |
| Key-person and team dependencies | HR and management diligence | Retention packages, earn-out structure |
| AI disruption exposure | Commercial diligence | Revenue durability, market position |
| Cyber and AI governance risk | R&W insurance and legal | Underwriting disclosures, exclusions |
Engaged through Heuristicworks Consulting LLC as the technology and AI workstream within your broader diligence team.
A fixed fee per engagement, set after a short scoping step. Fees depend on the number of products and platforms, engineering team size, modules in scope, depth of review and timeline.
Used for penetration testing and automated code and open-source scanning where the scope requires it.
NDA-ready. Findings go only to the engaging party.
The practitioner who scopes the engagement does the work.
A short scoping step sets the modules, depth and timeline. Everything shared is covered by NDA, and findings go only to the engaging party.
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