Technical due diligence for software companies
For people buying, selling, financing or running a software company. I look at the software and the people behind it, and put a dollar figure on each problem I find.
Tell me about the deal and I'll send you 10 questions for the seller within one business day, each with what a bad answer usually costs. It's free, and I don't need to see any code.
Why a dollar figure?
If you're buying a software company, you probably can't read its code. A friend who takes a look and says it seems fine gives you nothing to negotiate with, and a score out of ten doesn't either. A cost does.
$160,000The numbers add up fast. On a $16M deal, 1% of the price is $160,000.
$20,000+And if the software kills the deal after the LOI, the accounting and legal work you've already paid for is gone, often $20,000 or more.
Pre-LOI Review · Page 1Example| Problem | Fix cost | For your lawyer | ||
|---|---|---|---|---|
| Payments library upgrade | $40k | – | $60k | Closing condition |
| Founder handover | $60k | – | $90k | Handover period |
| Backup and restore | $15k | – | $25k | Escrow |
| Secrets in the code | $10k | – | $15k | Indemnity |
| Total fix bill | $125k | – | $190k | |
For each problem
I also look at AI in two ways: whether AI could make the product easy to copy, and, if the product already uses AI, what could go wrong with it.
I won't tell you what to offer or how much to cut. I tell you what things cost, and you and your advisors decide.
How it works
It takes about an hour of your time.
You fill in a one-page brief about the deal: what the software does, how big the deal is, where the LOI stands and what worries you.
The seller sends documents they already have, plus their dependency files, and spends an hour on a call with me. Before the LOI I don't need access to the code.
I send you a short memo. Each problem comes with a fix cost and a suggestion for your lawyer. Then we go through it on a 30-minute call, and your investors or lender are welcome to join.
Reviews for buyers
Fees are fixed. The clock starts when I have everything I need and stops while we wait on the seller. I only review web-based SaaS.
Before you sign the LOI · 3 to 5 business days
fixed price $4,500
After the LOI · 10 business days
from $15,000
Sellers and owners
If you or your client plan to sell a software company, I can look at the software first, the way a buyer's review would. You get time to fix or disclose issues before they turn into a price cut.
Advisors and brokers: ask me for the 5 questions a buyer's review will ask about your client's software. It's free, and I'll reply within one business day. hi@harmala.co
Once you own the company, I can help fix what the review found, under a separate contract. You're never obliged to hire me for it.
Independence
My fees are fixed and I don't take success fees, so I'm paid the same whether the deal goes ahead or not. Fix costs are based on published market rates, never my own prices. If you want help with the fixes later, that's a separate contract after closing, and you can hire anyone.
About
I've spent 18 years building SaaS and fintech products, from multi-tenant platforms to embedded payments. I led cloud architecture at a fintech that was later acquired, and today I'm co-founder and CTO of a SaaS company. I know how this kind of software gets built, and where it tends to break.
Hablo español: también trabajo con fondos de búsqueda en Latinoamérica y España.
I do every review myself and sign it.
Armando Borge
Send me the basics. You'll hear back within one business day.
