What Happens in a Technical Due Diligence for Series B

Technical due diligence at Series B is not a code review. It's a risk assessment. The question isn't "is this code good?" — it's "what will it cost the next investor to scale this, fix what's broken, and make it defensible?"

What Series B Due Diligence Actually Examines

Architecture and scalability.

• Can the current architecture support 10x current load?
• What are the known bottlenecks and what's the remediation plan?
• Are service boundaries defined and enforced?

Technical debt quantification.

• What percentage of the codebase is actively maintained vs. inherited and untouched?
• What is the code churn rate?
• Are there known debt clusters that block specific roadmap items?

AI-generated code governance.

• What percentage of the codebase is AI-generated?
• Is there a human review process for AI-generated code?
• Has the codebase been audited for AI-generated security vulnerabilities?

Team and knowledge ownership.

• Can every module be attributed to a human who understands it?
• What happens if the two most senior engineers leave?
• Is there documentation sufficient for a new senior engineer to become productive in under 60 days?

Operational maturity.

• Is there monitoring, alerting, and on-call rotation?
• Are there runbooks for the three most common incident types?
• What is the mean time to recovery for production incidents?

How to Prepare

6 months before your raise.

• Commission an independent architecture review.
• Document technical ownership for every major system component.
• Establish an AI code governance policy.
• Fix monitoring, alerting, and runbook gaps.

3 months before your raise.

• Run a mock due diligence with an independent technical advisor.
• Produce a written technical risk register with remediation plans and timelines.
• Ensure highest-risk debt items have named owners and active plans.

At due diligence.

• Lead with the risk register.
• Frame debt as managed rather than hidden.
• Have your CTO present, not just your slides.

FAQ

Do VCs actually look at the code?

Experienced technical investors either have technical partners or hire outside firms. Assume the code will be reviewed by someone senior.

Can a high-AI-generated codebase fail due diligence?

Yes, if there's no governance model. The question isn't the percentage — it's whether there is human oversight and validation.

What's the most common reason Series B tech due diligence fails?

Operational immaturity: no monitoring, no alerting, no incident history. This signals that the team doesn't know what's happening in its own system.