The SEC and DOJ are now prosecuting AI-washing. Diligence caught up in 2025 — did your process? →
20% of dealmakers walked away over AI concerns last year →

Know what you're buying.
Before you wire.

Assay is the AI-substantiation and key-person screen you can run on the seller's machine, in days — before spending $100k on a full audit. Every finding cited to the file and commit that proves it.

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 LOI-stage screen — proportionate to a $2–7M deal
Daysnot the weeks a consulting engagement takes
100%of findings cited to evidence a reviewer can open
What a screen examines

Seven questions that decide deals. Answered from the repo itself.

AI-claims substantiation

The deck says "AI-powered." Assay scans the target's own prose for AI claims, then checks whether the codebase contains the model SDKs, inference calls, and data paths that would make them true — and flags claims substantiated only by test mocks, where fake integrations hide.

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

Key-person risk

Authorship concentration from the full commit history: truck factor, dominant-author share, and the specific critical files owned by a single person — before that person takes the earn-out and leaves. Buyers already price this: key-person risk drives a 0.5–1.5x multiple reduction.

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

License contamination

Copyleft obligations hiding in a proprietary codebase — AGPL, GPL, and LGPL signals ranked by the worst family present, with fixture noise annotated so a test file never manufactures a red flag.

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

Secret exposure

Live credentials committed to the repository — cloud keys, private-key blocks, high-entropy tokens — with every hit redacted in the memo and classified by whether it sits in production code or a test fixture. You learn what leaked without the memo re-leaking it.

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

Code quality

Whether tests and CI exist at all, and which files are simultaneously high-churn and single-owned — the maintenance cliff your engineering lead meets on day one. Capped at medium severity on purpose: a commoditized signal should never outrank a leaked credential.

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

Dependency risk & SBOM

The lockfile resolved offline into the full transitive set — copyleft that arrives through the graph, packages matching a dated advisory snapshot, and a CycloneDX bill of materials counsel can hand to an underwriter. A dependency whose licence we can't resolve is reported unresolved, never assumed permissive.

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 backup retention, ingress open to the internet, single replicas, base images past their support window. Capped at high severity, because infrastructure-as-code declares intent — not what is actually deployed.

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

A memo you can put in front of an investment committee.

Most tech DD is opinion with a logo on it. Assay's findings are generated under an evidence discipline enforced in code — a claim either traces to something checkable in the repo, or it never enters the memo.

Allow-listed evidence

Findings can only cite verifiable evidence — commits, files, manifests, matched lines. The engine throws rather than assert an unsourced risk. Vibes are not an admissible source.

Absence is a gap, never a clean bill

A check that didn't run is reported as UNKNOWN — listed in the memo's gaps section. No comforting sentence enters the memo without a finding behind it.

Typed confidence, deterministic grade

Every finding carries an explicit 0–1 confidence, and the deal recommendation maps deterministically from severity. Same repo, same memo — reproducible under scrutiny.

Read the full discipline — including what we deliberately refuse to claim — on the method page.

New

A memo that names its revision — and proves it wasn't edited.

Diligence artifacts get forwarded, quoted, and argued about months later. Every Assay run now carries the exact commit it examined and a cryptographic seal over each finding, so what your IC reads is provably what the engine produced.

Sealed & reproducible

Re-run at the same revision and the seals come back byte-identical, on any machine. An edited memo fails verification. That is a different kind of artifact from a consultancy PDF.

Delta re-screen at close

The target keeps committing between LOI and close. Re-screen and see exactly what changed — code dumped in, a copyleft dependency added, a signal gone. A disappeared signal is reported as no longer detected, never as fixed.

Benchmarked, or silent

Metrics are positioned against comparable prior screens in the same size class — and below 20 comparable screens the benchmark reports itself as not assessed. Unknown is never dressed up as average.

For sellers

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

Assay Ready points this same battery at your own codebase months before a process starts, and returns a remediation punch-list instead of a deal recommendation — so findings get fixed on your timeline rather than priced into someone's offer. Nothing is softened: it's the identical engine, with the identical thresholds.

See Assay Ready

Why now

The market already prices what you haven't verified.

AI-washing moved from marketing sin to enforcement target — SEC v. Presto Automation, DOJ charges against Nate Inc., Builder.ai's $450M collapse. Buyers are responding with 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-generated — "what did we buy?" is getting worse, fastTechCrunch, Mar 2025

The full case for screening 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's engine is zero-dependency and makes no network calls — it can run where the code already lives, which is why sellers say yes faster.

Scoped access

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

Automated pass, human judgment

The engine extracts the evidence; a senior reviewer decides what it means for your deal thesis. The tool is leverage, not the product.

The memo

Findings ranked by deal impact, each cited, each with confidence — plus the explicit list of what was not assessed and the questions to ask 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. If a screen isn't the right instrument, we'll say so.

Book a screen