Technical Due Diligence Services
Fact-based risk assessment, delivered in 4 weeks or less. A technical due diligence assessment from Sphere gives you a clear, unbiased picture of the target’s code quality, architecture, infrastructure, security, and AI readiness – along with what it will cost to operate, scale, or integrate post-deal.
Organizations around the world trust us
What Is Technical Due Diligence?
Technical due diligence is a deep review of a company’s technology before a deal closes. It covers the codebase, system architecture, infrastructure, security, data systems, and the engineering team behind it all. The goal is simple: give the buyer an honest, fact-based picture of the target’s technology. What’s solid. What’s fragile. What will cost money after close. And whether the tech can actually support the growth plan behind the deal.
It’s typically commissioned by PE firms, corporate acquirers, and venture investors — anyone making a significant capital decision where technology is core to the value.
Why Technical Due Diligence Matters Before a Deal
Hidden risk changes the price
Technical debt, compliance gaps, and infrastructure fragility don’t show up in financial statements. Without a tech due diligence assessment, these costs surface post-close – when leverage is gone and remediation is urgent. A thorough assessment quantifies remediation cost upfront, giving you hard numbers for valuation adjustment or earn-out negotiation.
Current performance is not future performance
A product that handles today’s load may collapse under post-acquisition growth targets. Scalability testing against projected demand reveals breaking points before they become production incidents – and before they become your problem.
Integration fails when it’s based on assumptions
Post-merger integration timelines slip when technical teams discover stack incompatibilities after close. IT due diligence services that map the target’s technology against your own infrastructure produce a concrete integration roadmap: timelines, dependencies, cost, and staffing needs.
What a Technical Due Diligence Assessment Covers
Every engagement is scoped to the deal. These are the core assessment areas where Sphere helps companies: code quality and technical debt, architecture and scalability, infrastructure and DevOps, security and compliance, AI/ML and data systems, and the team, process, and product maturity behind the product.
1. Code Quality & Technical Debt
The full picture of what the codebase will cost to maintain and what it will cost to fix. This assessment covers coding standards, test coverage, documentation quality, dependency health, and error handling. Technical debt is quantified in hours and dollars – not vague risk ratings.
2. Architecture & Scalability
Whether the system can support post-acquisition growth – or will break under it. The review covers software architecture patterns, module dependencies, data flow, and integration points. Scalability is tested against projected load: resource utilization, database performance, caching strategies, and horizontal scaling readiness.
3. Infrastructure & DevOps
The operational backbone: how reliable it is, how much it costs, and how hard it will be to migrate or merge. This covers CI/CD pipelines, deployment automation, monitoring and alerting, Infrastructure as Code practices, environment parity, and disaster recovery. The output is a realistic cost-of-ownership model for the infrastructure post-deal.
4. Security & Compliance
The target’s vulnerability surface and how it measures against the compliance frameworks that matter to your deal – SOC 2, GDPR, HIPAA, PCI-DSS. The assessment covers authentication, encryption, input validation, penetration testing results, and known attack vectors. Each finding is classified by severity with a remediation roadmap and cost.
5. AI, ML & Data Systems
For targets with AI/ML components, the assessment evaluates model quality, training pipelines, data governance, labeling processes, model versioning, and monitoring infrastructure. The question is not just ‘does it work’ but ‘can it scale, evolve, and defend its position.
5. Team, Process & Product Maturity
Whether the people and processes behind the product can deliver what the deal thesis requires. This covers engineering team structure, skill distribution, key-person dependencies, agile maturity, release cadence, and the gap between current product state and the stated roadmap. Usability and accessibility (ADA/WCAG) are evaluated where relevant. The answer: can this team execute post-close, or does the acquirer need to rebuild?
The Technical Due Diligence Checklist for Investors & Acquirers
How a Tech Due Diligence Engagement Works
Due diligence is time-sensitive and confidential. Every Sphere engagement operates under NDA, with access controls appropriate to the deal stage. Most assessments complete in 4 weeks or less.
Week 1 – Scope and objectives
The engagement starts with your deal team: investment thesis, key risk areas, target profile, and deliverable format. Available documentation is reviewed. Assessment parameters are locked.
Week 1–2 – Focus areas defined
Based on the deal profile, assessment areas are prioritized: code, architecture, infrastructure, security, AI/ML, team, product – or all of the above. Scope is tailored to the target’s complexity and stage.
Week 2–3 – Hands-on assessment
The technical review runs: codebase analysis, infrastructure evaluation, security testing, architecture stress-testing, and team interviews. All work is performed under NDA with strict data handling protocols.
Week 3–4 – Report delivery
Findings are delivered in an audience-tailored report organized by risk severity. Each issue includes business impact, remediation effort, cost estimate, and recommended priority. The report is written for your deal team, board, or investment committee – not for engineers.
Post-close – 100-day plan and execution support
A structured integration plan is delivered alongside the report. Key specialists are reserved for post-acquisition execution – the same team that assessed the target helps remediate findings, with minimal onboarding.
Who Needs a Tech Due Diligence
If technology is part of the value you’re acquiring, funding, or betting on — you need an independent technical assessment before you commit capital.
Private Equity Firms
Evaluating a software-driven or tech-enabled portfolio company before acquisition. You need to know whether the technology justifies the valuation, where post-acquisition investment is required, and what the realistic 100-day execution plan looks like.
Venture Capital & Growth Equity Investors
Assessing a startup or scale-up before a Series B+ round or growth investment. You need clarity on whether the product architecture can support the next growth phase, how mature the engineering team is, and whether the technical runway matches the business plan.
Lenders & Debt Providers
Extending credit to technology companies or tech-enabled businesses. You need assurance that the borrower’s core technology is stable, maintainable, and not hiding liabilities that could impair the company’s ability to service debt.
Corporate M&A Teams
Acquiring a competitor, a complementary product, or a technology capability. You need to understand integration complexity, tech stack compatibility, hidden technical debt, and whether the target’s engineering org can operate within your standards and governance.
Holding Companies & Family Offices
Managing a diversified portfolio that includes tech-enabled businesses. You need periodic technical health checks and pre-acquisition diligence to protect long-term asset value — especially when you don’t have in-house technical leadership to evaluate targets independently.
Founders & CEOs Preparing to Sell
Getting your technology house in order before going to market. A sell-side TDD identifies what buyers will flag, gives you time to remediate critical issues, and helps you present a clean, defensible technical profile that protects your valuation.
Why Companies Choose Sphere for
Technology Due Diligence
Sphere has delivered technical due diligence consulting for SaaS acquisitions, fintech platforms, IoT companies, and AI-driven products across the US, EU, and Middle East. Here is what clients value most.
Engineers Who’ve Built What They Audit
Our TDD teams are practicing software architects, cloud engineers, data specialists, and cybersecurity experts — not consultants reading from a checklist. They’ve designed and shipped production systems across the same stacks they’re evaluating. That hands-on depth means they catch risks that surface-level reviewers miss: subtle architecture decisions that limit scale, infrastructure patterns that inflate cost, or team structures that can’t support the roadmap.
Reports Written for Deal Teams, Not Engineers
Every finding maps to financial impact. Technical debt becomes a dollar figure. Security gaps become remediation timelines with cost estimates. Architecture limitations become post-acquisition investment requirements. Your deal team, legal counsel, and board get a document they can act on — not a 60-page code review they need someone to translate.
No Conflict of Interest
Sphere operates as a fully independent third party. We don’t compete with your targets, don’t resell their technology, and don’t have a portfolio that creates bias. We also handle proprietary codebases under strict confidentiality — your target’s IP stays protected throughout the process. An in-house team auditing a competitor can’t offer the same separation.
Deal-Cycle Speed
TDD that drags past the deal timeline is TDD that doesn’t get used. Sphere scopes and delivers assessments within 4 weeks — including architecture review, code quality analysis, infrastructure audit, cybersecurity evaluation, and a prioritized 100-day plan. We staff dedicated teams from day one so the engagement moves at the pace your transaction requires.
From Diligence Straight Into Execution
Most TDD firms hand you a report and walk away. Sphere reserves key specialists from the assessment team to support post-acquisition execution — integration planning, technical remediation, team scaling, and modernization. There’s no handoff gap, no re-learning curve, and no lead time to get started on the 100-day plan.
Full-Stack Coverage in a Single Engagement
Most TDD providers audit code and stop there. Sphere fields multidisciplinary teams — software architects, cloud and infrastructure engineers, AI/ML specialists, data engineers, cybersecurity experts, and ERP professionals — within the same engagement. Architecture, codebase, infrastructure, data pipelines, AI maturity, security posture, and team capability all get assessed together, by one team, in one timeline.
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Lee Ebreo
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VP of Engineering at Prominence Advisors
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VP of Engineering at Credit Ninja
These things would not have been achievable if we did not build our own in-house system and if we did not partner with Sphere to help us achieve our goals.
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VP of Engineering at Prominence Advisors
Our experience with Sphere and their team has been and continues to be fantastic. We keep throwing new projects at them, and they keep knocking them out of the park (including the rescue of a project that was previously bungled by another vendor).
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