The SEC and DOJ now charge AI-washing. Check the AI before you buy it →
20% of dealmakers walked away over AI concerns last year →

Know what you're buying.
Before you wire.

You'll know whether the AI in the deck is in the code. You'll know who would take the system with them if they left. You'll know in days, while the LOI still gives you room to act, and before you spend $100k on a full audit.

assay target-repo --for "BuyerCo"

Technical Diligence Memo — target-repo

Prepared for: BuyerCo · asserted findings: 2 · categories not assessed: 1
DEAL RECOMMENDATION: DILIGENCE-REQUIRED
CRITICALAI claims unsubstantiated — no model integration foundconfidence 70%
README.md:3 "AI-powered scoring"0 model SDK imports0 inference references in src/
HIGHTruck factor is 1 — knowledge concentrated in one personconfidence 80%
84% of lines: one author12 critical files solely ownedgit log, 1,204 commits
GAPDependency vulnerabilities: not assessed — UNKNOWN, not clean. An un-run check is reported as a gap, never as safety.
$15kfixed fee for an LOI-stage screen, sized for a $2–7M deal
Daysfrom access to a cited memo, where a consultancy takes weeks
100%of findings cited to evidence a reviewer can open
What a screen examines

Seven questions that decide a deal. Answered from the target's own code.

AI-Claims Substantiation

The deck says "AI-powered." Assay finds every AI claim in the target's own README, docs and copy, then looks for the model SDKs, inference calls and data paths that would make each one true. A claim backed only by a test mock gets its own flag, because that is where a fake integration hides.

claims found: 7production substantiation: 0test-only mocks: 2

Key-Person Risk

Assay reads the full commit history for the truck factor, the number of people who could leave before nobody can maintain the code, and names the critical files only one person has ever changed. You see it before that person takes the earn-out and leaves. Buyers already price it at a 0.5–1.5x reduction in the multiple.

truck factor: 1dominant author: 84%solely-owned critical files: 12

License Contamination

A codebase sold as proprietary can carry copyleft obligations that change what you're buying. Assay finds the AGPL, GPL and LGPL signals and ranks the target by the worst family present. A license string inside a test fixture is annotated and never raises a red flag on its own.

LICENSE: AGPL-3.0vendor/util.js: SPDX GPL-3.0worst family: AGPL → critical

Secret Exposure

Cloud keys, private-key blocks and tokens committed to the repository, each one redacted in the memo and marked as production code or test fixture. You learn what leaked without the memo leaking it again.

AKIAIOSFODN… (redacted)deploy/id_rsa:1class: live-credential

Code Quality

Whether tests and CI exist at all, and which files change constantly while one person writes nearly all of them. That is the maintenance cliff your engineering lead meets on day one. The finding stops at medium severity on purpose, so missing tests never outrank a leaked credential.

test files: 0 / 94 sourceCI config: none foundhotspot: core.js, 84% one owner

Dependency Risk & SBOM

Assay reads the lockfile offline and lists every package that ships, including the ones nobody chose directly. You see copyleft that arrives through the dependency tree, packages matching a dated advisory snapshot, and a CycloneDX bill of materials your counsel can hand to an underwriter. A license Assay can't resolve is reported as unresolved and treated as unknown.

packages resolved: 1,284transitive AGPL: 1 → criticaladvisories dated 2026-07-01

Infrastructure Posture

Read from the target's own Terraform, Kubernetes and Docker files: databases with no declared backups, ingress open to the internet, single replicas, base images past their support window. Findings stop at high severity, because those files record what someone intended and the running system may differ.

aws_db_instance.primary: publicbackup_retention_period: absentFROM node:16 → unsupported
Why it holds up

A memo your investment committee can check.

Most technical diligence is opinion with a logo on it. In an Assay memo, every claim points at something in the repository your own engineer can open: a file, a line, a commit.

Evidence You Can Open

A finding can cite only what a reviewer can check: commits, files, manifests, matched lines. Asked to assert a risk with no source, the engine stops with an error.

Gaps Stay Visible

A check that didn't run is listed as UNKNOWN in the memo's gaps section, where you can see it, so a skipped check never reads as a clean one.

Same Repo, Same Memo

Every finding carries a confidence between 0 and 1, and the deal recommendation follows from severity by fixed rules. Screen the same repository twice and you get the same memo.

The method page has the full discipline, including what Assay refuses to claim.

New

A memo that names its commit. And proves nobody edited it.

Diligence memos get forwarded, quoted and argued over months later. Every Assay run carries the exact commit it examined and a cryptographic seal over each finding, so what your investment committee reads is what the engine wrote.

Sealed and Reproducible

Re-run at the same revision and the seals come back byte-identical, on any machine. An edited memo fails verification. A consultancy PDF can't do that.

Re-Screen at Close

The target keeps committing between LOI and close. Re-screen and see what changed: code dumped in, a copyleft dependency added, a signal gone. A signal that disappears is reported as no longer detected, and you decide whether it was fixed.

Benchmarked or Silent

Each metric is placed against earlier screens of targets the same size. Until 20 comparable screens exist, the benchmark reports itself as not assessed rather than dressing up unknown as average.

For sellers

Preparing to be acquired? Run the buyer's engine first.

Assay Ready runs the same checks on your own codebase months before a sale process starts. You get a punch-list of what to fix instead of a deal recommendation, so each finding is closed on your schedule rather than priced into someone's offer. The engine and its thresholds are the ones a buyer runs.

See Assay Ready

Why now

The market already prices what you haven't verified.

AI-washing is now an enforcement target. The SEC charged Presto Automation, the DOJ charged Nate Inc., and Builder.ai's $450M collapse came after its AI claims met reality. Buyers are answering in their spreadsheets.

10–20%of enterprise value deducted for AI model-provenance gapsValutico, 2026 buyer's framework
20%of strategic dealmakers walked away from a deal over AI concerns in the past yearValutico, 2026
~25%of YC's W25 batch have codebases that are ~95% AI-generatedTechCrunch, Mar 2025

Why Screen Early →

How an engagement runs

LOI to memo in days. Under NDA, on the seller's machine.

Sellers hate shipping their source to a stranger's cloud. Assay installs nothing and makes no network calls, so it runs where the code already lives and the seller never has to send it anywhere.

Scoped Access

Read-only access to the repository under NDA, or the engine runs on the seller's own hardware. We never need production systems or customer data.

Evidence, Then Judgment

The engine pulls the evidence. A senior reviewer decides what it means for your deal thesis, and that judgment is what you're paying for.

The Memo

Findings ranked by what they do to the deal, each cited, each with its confidence. It ends with the list of what was not assessed and the questions to put to management.

Pricing

Fixed fees, scoped to the deal stage.

Screen

$15,000
fixed fee · LOI stage
  • Key-person and bus-factor analysis
  • License-contamination screen
  • Secret-exposure scan, redacted findings
  • Cited memo delivered in days
See What's Included

Screen + AI-claims verification

$25–35k
scoped to the target's AI surface
  • Everything in Screen
  • Substantiation of the target's AI claims
  • Model, data-rights, and margin reality check
  • Follow-up session with your deal team
Book a Screen

Three weeks from close is the wrong time to find out.

Tell us about the deal and when your LOI expires. If a screen isn't the right instrument, we'll say so.

Book a Screen