For Mergers & Acquisitions

The deal-stage diligence layer for software-driven transactions.

Third party involvement in breaches doubled to 30% in 2025, and a single supply chain compromise now costs $4.91M and takes 267 days to contain. Acquirers buy the codebase, the dependencies, and the unpatched CVEs that come with it. Sellers carry every undisclosed risk into reps and warranties. TripleScan turns the software supply chain into an evidence-backed diligence artifact for both sides of the table.

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Per supply chain incident

$4.91M

Cost of a third party compromise — second costliest breach vector.
IBM 2025

Time to contain

267 days

Supply chain breaches take longer to identify and contain than any other vector.
IBM 2025

Breaches with third party

30%

Third party involvement doubled year over year, with 75% targeting software vendors.
Verizon DBIR 2025

Inherited security debt

252 days

Average time to fix a flaw, with 70% of critical security debt sitting in third party code.
Veracode 2025

The Diligence Gap

Every modern deal runs thirteen diligence streams.
The code itself is the one without an owner.

Buy-side teams already pay for QofE, legal, tax, IT, cyber, regulatory, and a dozen other workstreams. The application source code (where 70% of critical security debt actually lives, per Veracode) is either skipped, self-attested by the seller, or handed to a single independent reviewer working from a snapshot. That gap is structural. TripleKey closes it.

The M&A Diligence Stack

Covered by existing advisors

Fragmented or skipped

TripleKey

QofE

Quality of Earnings

Financial advisor

Financial

Financial Diligence

Audit firm

Commercial

Commercial Diligence

Strategy firm

Legal

Legal Diligence

Outside counsel

Tax

Tax Diligence

Tax advisor

Operational

Operational Diligence

Internal / consultant

HR

HR Diligence

HR advisor

Regulatory

Specialist counsel

Insurance

Insurance Diligence

Broker

References

Customer Reference Calls

Deal team

IT

IT Diligence

IT consultant

Cybersecurity

Cybersecurity Diligence

Security firm

Code Review

Technology & Application Code

Single reviewer · point in time

TripleKey

Code Quality, Technical Debt, Ownership & Team Performance

Continuous · platform · portfolio comparable

The TripleKey Layer

Replace the lone code reviewer with a platform that runs through close, integration, and the next exit.

4 streams

in one platform

Independent code reviewers do thoughtful work, but the model itself does not fit modern software. Reviews happen on a snapshot, every consultant brings a different toolchain, findings ship as a static PDF, and pricing scales linearly with deal volume. TripleScan replaces that model with a single platform that scans continuously, produces comparable outputs across every target in a portfolio, and keeps running long after close.

01

Code Quality

Static analysis, dependency hygiene, dead code, complexity hotspots, and test coverage. Quantified, scored, and trended.

02

Technical Debt

Dollar-denominated remediation cost, broken into critical fixes versus long-term modernization. Maps directly into the integration plan.

03

Ownership & Provenance

Who wrote what, when, and from where. Surfaces single-developer dependencies, offshore contractor concentration, and abandoned modules.

04

Team Performance

Velocity, deployment frequency, mean time to remediation, and contributor distribution. The engineering KPIs the IC has been asking for and never had.

Three Diligence Motions

One scan engine. Three places it changes the deal.

TripleScan deploys the same way for every M&A motion: a read-only token, a few hours, and a board-ready output. What changes is who is asking and what they need to see.

01 / Buy-Side

Acquirer Diligence

PE Firms · Strategics · Corp Dev

Quantify software supply chain risk before you sign the LOI, then update the picture before close. Replace vendor questionnaires with forensic scan data the seller cannot edit.

Pre-LOI risk surface scan to inform valuation

Confirmatory diligence for the data room

Comparative scoring across competing targets

Remediation cost modeling for the integration plan

02 / Sell-Side

Exit Readiness

Founders · CFOs · Sponsors

Surface and remediate what an acquirer will find anyway. Walk into the data room with a clean SBOM, a defensible Tech Risk Score, and a story you control rather than one the buy-side dictates.

Pre-marketing scan to identify red flags early

Remediation roadmap before the bake-off begins

Tech Risk Score trend line to demonstrate momentum

Defensible artifacts for reps and warranties negotiation

03 / Post-Close

Integration & 100-Day Plan

Newco CISOs · PE Operating Partners

The day after close, the risk is yours. Stand up daily monitoring across acquired codebases, set baseline scores, and track remediation progress against the value creation plan.

Day-one baseline across every acquired application

Continuous monitoring through the integration period

Quarterly board-ready reporting on tech risk posture

Audit-ready evidence for the next exit cycle

Three Diligence Motions

One scan engine. Three places it changes the deal.

TripleScan deploys the same way for every M&A motion: a read-only token, a few hours, and a board-ready output. What changes is who is asking and what they need to see.

Artifact 01

Software Bill of Materials

Complete dependency tree across every acquired codebase. CycloneDX or SPDX format, ready for the data room and downstream BAA review.

Artifact 02

Tech Risk Score

0 to 100 composite score with trend line. The single board-ready number that travels from diligence committee through post-close reporting.

Artifact 03

CVE Exposure Inventory

Critical and high vulnerabilities by application, with CVSS scoring, exploit availability, and remediation guidance for the integration team.

Artifact 04

License Conflict Report

Copyleft, commercial, and incompatible license detection. Flags the GPL contamination that could turn proprietary IP into open-source obligations.

Artifact 05

Contributor Risk Analysis

Code provenance: who wrote what, when, and from where. Surfaces offshore contractor exposure, single-developer dependencies, and suspicious commit patterns.

Artifact 06

Executive Diligence Memo

Plain-language synthesis for IC, board, and lender review. Translates the technical findings into deal terms, valuation impact, and remediation cost.

Three Diligence Motions

One scan engine. Three places it changes the deal.

TripleScan deploys the same way for every M&A motion: a read-only token, a few hours, and a board-ready output. What changes is who is asking and what they need to see.

Pre-LOI

Risk Surface Scan

Initial codebase scan to inform valuation, structure protection clauses, and decide whether to proceed at signed price.

Read-only repo access via token

First scan complete in 24 to 72 hours

Initial Tech Risk Score and CVE summary

Red flag review with the deal team

LOI to Close

Confirmatory Diligence

Full scan refresh feeds the formal diligence package, the QofE-adjacent technical memo, and the reps and warranties negotiation.

Complete SBOM and license analysis

Contributor and provenance review

Remediation cost estimate for IC

Data room ready artifacts

Post-Close · 100 Days

Continuous Monitoring

Daily scans become the operating layer for the integration plan and the next board cycle. The diligence artifact becomes a live dashboard.

Daily TripleScan run on every acquired repo

Quarterly board-ready risk reporting

Remediation progress against value plan

Audit-ready evidence for next exit cycle

The Ownership Lifecycle

One platform across every fund stage. The diligence artifact becomes the operating system, then the next sponsor's pre-LOI starting point.

Every other advisor on the deal restarts at zero on the next transaction: new auditor, new lawyer, new code reviewer, new toolchain, new PDF. TripleScan runs continuously through sourcing, diligence, integration, the full hold period, bolt-ons, and the exit, with the same data model carried forward into the next sponsor's diligence room.

01

Sourcing

02

LOI & Diligence

03

Sign & Close

04

100-Day Plan

05

Hold & Bolt-Ons

06

Exit Prep

07

Sale & Handoff

At Sourcing

Pre-LOI risk surface scan informs IC valuation.

During Diligence

Full SBOM and license audit feeds the data room.

At Close

Tech Risk Score baseline captured at signing.

100 Days In

Daily monitoring drives the value creation plan.

Through Hold

Quarterly board packs, LP letters, bolt-on diligence.

Exit Prep

Multi-year score trend becomes the exit story.

Next Sponsor

Buyer's diligence team picks up the same data model.

The Exit Side

Years of clean scan history, not a deal-room PDF.

The current sponsor walks into the data room with a multi-year Tech Risk Score trend, daily scan logs, and remediation evidence. Reps and warranties signed against data, not narrative. The exit memo writes itself.

The Next Sponsor

Pre-LOI starts with verified data, not a fresh scan.

The next sponsor's deal team picks up the existing TripleScan instance, runs comparison scans against the seller's history, and validates claims in days. Diligence cost falls. Conviction at IC rises.

For Legal & General Counsel

Sign reps and warranties you can actually defend.

136 major third party breaches in 2025 affected 719 named companies and an estimated 26,000 additional downstream victims who were never publicly identified — an average of 5.28 downstream victims per breach, the highest level on record (Black Kite 2026). Healthcare M&A increasingly carries explicit warranties on software supply chain, vulnerability disclosure, and HIPAA-adjacent dependency management. Without forensic visibility, those clauses are signed on faith. With TripleScan, they are signed against evidence.

Software supply chain reps backed by a live SBOM at signing.

Vulnerability disclosure warranties evidenced by a complete CVE inventory.

BAA dependency obligations mapped to every package touching PHI.

Open-source license compliance with copyleft and commercial conflicts surfaced before signing.

R&W insurance applications answered with scan data instead of narrative.

Sponsor Perspective

"We treat TripleScan output like we treat a Quality of Earnings report. It is part of our standard diligence package on every healthcare software target."

Healthcare-Focused PE Sponsor

Middle Market · 2025

In Practice

Where the scan changes the deal outcome.

Four representative scenarios where TripleScan has shifted valuation, accelerated close, or protected an acquirer from a post-close surprise.

Buy-Side · Pre-LOI

The hidden CVE that re-priced the deal.

A Series B EHR-adjacent target presented a clean SOC 2 and HITRUST certification. The TripleScan baseline surfaced 47 critical and high CVEs across the dependency tree, including a 4-year-old unpatched library powering the integration layer. With median time to exploit now under 5 days and 60% of breaches involving known, patched vulnerabilities, the buyer treated this as a material risk.

Outcome

Buyer negotiated a $2.4M holdback against documented remediation milestones rather than walking away.

Sell-Side · Exit Prep

From 38 to 81 in nine months.

A founder-led healthcare workflow company ran TripleScan eighteen months before a planned process. Initial Tech Risk Score of 38 became the project plan; remediation tracked monthly.

Outcome

Walked into the data room with a Tech Risk Score of 81 and a clean trend chart. Closed at the top of the guidance range.

Buy-Side · Confirmatory

The license trap that almost killed enterprise IP.

Confirmatory diligence on a clinical decision support acquisition flagged a copyleft GPL dependency embedded in the proprietary engine. Without TripleScan, the contamination would have surfaced in a customer audit two quarters post-close.

Outcome

Acquirer required pre-close library replacement as a condition of signing. IP integrity preserved.

Post-Close · 100-Day

Day-one baseline across four acquired apps.

A sponsor-backed platform completed three bolt-on acquisitions in a single year. Each newco team received a TripleScan baseline within 14 days of close and continuous monitoring through integration.

Outcome

Composite portfolio Tech Risk Score reported quarterly to the LP base. No post-close security surprises across the cohort.

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The deal-stage diligence layer for software-driven transactions.

Every modern deal runs thirteen diligence streams. The code itself is the one without an owner.

Replace the lone code reviewer with a platform that runs through close, integration, and the next exit.

Code Quality

Technical Debt

Ownership & Provenance

Team Performance

One scan engine. Three places it changes the deal.

Acquirer Diligence

Exit Readiness

Integration & 100-Day Plan

One scan engine. Three places it changes the deal.

Software Bill of Materials

Tech Risk Score

CVE Exposure Inventory

License Conflict Report

Contributor Risk Analysis

Executive Diligence Memo

One scan engine. Three places it changes the deal.

Risk Surface Scan

Confirmatory Diligence

Continuous Monitoring

One platform across every fund stage. The diligence artifact becomes the operating system, then the next sponsor's pre-LOI starting point.

Years of clean scan history, not a deal-room PDF.

Pre-LOI starts with verified data, not a fresh scan.

Sign reps and warranties you can actually defend.

"We treat TripleScan output like we treat a Quality of Earnings report. It is part of our standard diligence package on every healthcare software target."

Where the scan changes the deal outcome.

The hidden CVE that re-priced the deal.

From 38 to 81 in nine months.

The license trap that almost killed enterprise IP.

Day-one baseline across four acquired apps.

Bring forensic visibility to your next deal.

Every modern deal runs thirteen diligence streams.
The code itself is the one without an owner.