Every scenario below represents a deal where the buyer would have committed capital based on the seller's narrative. Our BLACK protocol surfaced the reality — in 72 hours, with zero system access.
Workflow automation platform · $90M proposed EV · 6x ARR
$2M escrow for OSS compliance. $500K succession reserve. Integration risk flagged before LOI. LOI finalized in 5 days instead of the typical 2–3 weeks. Estimated $1M in post-LOI remediation avoided entirely.
OSS exposure discovered during confirmatory diligence triggers escrow renegotiation. CTO departure post-close creates 4-month integration delay. Undocumented data architecture doubles migration cost. Total exposure: $4M+ and a deal re-trade.
Automation components manufacturer · $200M proposed EV · 9.1x EBITDA
$3M escrow for IP/OSS remediation. $500K succession reserve. Structural risks priced into the LOI before legal entanglement. Estimated $750K+ in post-LOI remediation and months of timeline drag avoided.
IP ownership dispute surfaces during legal review. Copyleft license in ERP base triggers mandatory code disclosure or $3M+ rewrite. Founder departure paralyzes supply chain. Deal collapses or reprices under duress post-LOI.
Compliance outsourcing firm · $108M proposed EV · 9x EBITDA
$2M escrow for IP chain resolution. $500K personnel reserve. $200K system hardening plan. Earnout clause tied to automation verification. Post-LOI diligence accelerated with validated posture baseline.
Original contractor resurfaces with IP claim post-close. Key consultants depart during integration. "Automated" platform requires manual intervention on every client engagement. Buyer discovers they acquired a services company, not a software company.
Billing & reconciliation platform · $180M proposed EV · 10x EBITDA
$2M escrow for OSS/DR remediation. $1M milestone earnout tied to SOC 2 and ML audit. AI premium stripped from valuation. IC approval shortened from 2 weeks to 4 days. Estimated $700K in diligence savings.
Buyer pays a $180M AI premium for a product that doesn't contain proprietary AI. First SOC 2 audit post-close reveals the gap. Integration team discovers no schema documentation — data migration becomes a 6-month, $2M+ project. LP confidence eroded.
E-commerce specialty retail · $95M proposed EV · 9.5x EBITDA
$2M escrow for logistics redundancy. $2M earnout tied to DR and vendor SLA implementation. $500K in projected post-close savings from vendor renegotiation and SaaS cleanup. Founder began posture improvements during LOI drafting.
3PL provider renegotiates terms post-acquisition — no backup in place. Holiday season outage with no DR plan costs $1M+ in lost revenue. Data migration fails because no one documented the schema. Buyer overpays for a narrative, not a platform.
Across every sector, the same categories of risk survive pitch decks, management presentations, and even preliminary diligence. We find them in 72 hours because we ask the questions no one else asks before the LOI.
Engagements are reserved for sponsors with active deal flow.
Following qualification, we align on a fixed protocol. No open-ended consulting. No hourly billing.
Schedule a CallDiagnostic capacity is limited. Prior qualification required.