Commercial Due Diligence
Deal Certainty in the AI Value Chain, Stripped of Phantom Demand.
- Ex-MBB Principals
- Named Sector Authorities
- Buy-Side & Sell-Side
- 2–8 Week Engagements
A thesis rarely fails on headline growth. It fails on an unproven assumption inherited from the seller's model. Demand that was contracted turns out to be indicative. A moat that looked structural turns out to be a temporary head start. A labour pool the build plan depends on was never accurately quantified.
We test those assumptions against primary evidence and report a position your deal team can act on: proceed, reprice, condition, or walk.
Our Approach: Five Workstreams, One Position
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Market Sizing & Dynamics
We size the total market and the addressable share within it, by segment and geography. Management's assumptions are pressure-tested against a bottom-up model built from primary and third-party data, with structural headwinds named rather than assumed away.
Deliverable Market model and sizing memo. -
Revenue Quality & Forecast Validation
Contracted revenue is strictly separated from the pipeline, and the counterparty behind it is vetted for credit quality, concentration, and customer churn impact. Topline and margin assumptions are tested against capacity, absorption, and pricing limits.
Deliverable Revenue quality assessment and forecast bridge. -
Competitive Position
We map the competitive set as it exists in reality, rather than as the Information Memorandum describes it. We analyse capability differentiation against genuine alternatives, share shift by segment, and what it actually costs an enterprise customer to leave.
Deliverable Competitive map and share-shift analysis. -
Replicability & Dependency
We evaluate whether the operating engine is proprietary or easily reproducible. Where a constraint is claimed — a permit, an interconnection queue position, a specialised labour pool, or deep integration — we verify it holds, test supplier dependency, and identify what would break it.
Deliverable Replicability assessment and dependency map. -
AI Displacement Risk & Upside
We pressure-test whether AI-native entrants, agentic tooling, or in-house build capabilities threaten the target's position over the hold period. Assessed against what enterprise buyers are actually adopting, not what software vendors are announcing.
Deliverable Displacement risk and expansion assessment.
Engagements: Fixed Scope, Fixed Timeline
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Buy-Side Red-Flag Diagnostic
Surfaces lethal risks before a sponsor commits to full-scale advisor engagements. The most efficient way to find out the deal isn't there.
- Timeline
- 2 weeks
- Deliverable
- Red-flag memo and live leadership readout.
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Foundational Chokepoint Sprint
A bounded diagnostic answering a single decisive pre-deal question: moat strength, capacity constraint, or share trajectory. Structured to land cleanly inside an investment committee window.
- Timeline
- 2–3 weeks
- Deliverable
- Decision memo, quantitative model, and executive presentation.
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Pre-Deal Replicability & Dependency Sprint
Pressure-tests whether a target's commercial engine, operating model, or workforce base is genuinely proprietary or straightforwardly replicated. Commissioned where the thesis rests on a single claimed advantage.
- Timeline
- 3–4 weeks
- Deliverable
- Replicability assessment and competitive displacement map.
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Vendor Assist
For sellers ahead of a process. We review and revise the business plan and the assumptions beneath the projections until they are robust enough to withstand buy-side diligence, identifying what needs fixing before the asset goes to market.
- Timeline
- 3–4 weeks
- Deliverable
- Revised commercial plan and readiness assessment.
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Vendor Due Diligence (VDD)
For sellers and their advisors preparing to launch a formal transaction process. We assess the business as a buyer would, building a defensible commercial fact base, market sizing, and competitive position that can be shared with prospective bidders.
- Timeline
- 4–6 weeks
- Deliverable
- Vendor fact base, supporting models, and presentation deck.
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Full Commercial Due Diligence
The complete five-workstream set, delivered against an investment committee date.
- Timeline
- 6–8 weeks
- Deliverable
- Full report, supporting models, client-ready deck, and live readout.
What the Investment Committee Gets
A Thesis Tested, Not Restated: An independent view of whether the growth case holds, built from what customers and operators actually say rather than what management has projected.
Revenue You Can Underwrite: A clear breakdown of which revenue streams are structural, which are at risk, and exactly what drives retention over the hold period.
The Evidenced Value-Creation Case: Expansion routes and positioning advantages the seller has not priced in — allowing a sponsor to bid with conviction.
Position Without Flattery: An unvarnished view of where the target genuinely sits against competitors, exposing lost ground that management may have obscured.
The Constraint That Decides It: Whether the advantage the price assumes is real, and what it would take to break.
A Document Written for a Decision: Structured explicitly for an investment committee memorandum, not for a data room.
Institutional Quality & Execution
Named principals lead every mandate and sign every deliverable, written directly into your engagement letter. Each project carries the joint signature of an ex-MBB strategist and a deep domain authority who has operated inside the sector.
Conflicts are cleared and our pre-assembled bench is active within 24 hours of instruction, with deployment capacity held rather than sourced. Scope, fee, timeline, and deliverable are agreed before work begins; primary research, modelling, and the executive presentation are included, with no hourly billing.