For Private Equity & M&A
Strip the Polish off the CIM.
M&A timelines are brutal and the Confidential Information Memorandum is built to be persuasive. askOdin compiles the CIM's claims and cross-examines them against the historical financials — returning an auditable, hash-anchored risk matrix instead of a faster read.
RUNE Protocol 63/948,559 · RAVEN Protocol 63/994,876 · Stateless orchestration
// The Audit Gap
The CIM is a sales document. Diligence has to treat it like one.
The banker wrote the CIM to clear the price. Every chart is true in isolation and the story is airtight on the page. The contradictions do not live inside the memorandum — they live between the CIM and the audited financials, the model, and the disclosures. That is exactly where a manual read, run against a brutal timeline, fragments.
// Compile, Then Cross-Examine
Two deterministic protocols, one auditable verdict.
// Step 01 — Extraction
RUNE compiles the claim, verbatim and citable.
The RUNE Protocol™ reads the CIM and compiles every material representation — growth, margin, retention, moat — into a structured logic graph. This is read-only, non-generative extraction. The engine catalogs what the seller asserts; it does not yet judge it.
Unlike a probabilistic LLM that paraphrases the deck back to you, RUNE preserves each claim as a discrete, source-anchored node — the unit a deterministic engine can later test.
CLAIM_01 "Revenue grew 41% YoY" // p.12
CLAIM_02 "Gross margin expanding to 68%" // p.18
CLAIM_03 "Broad, diversified customer base" // p.24
CLAIM_04 "Normalized NWC of $4.2M" // p.31
> 4 claims compiled to logic graph. Awaiting RAVEN.
// Step 02 — Cross-Examination
RAVEN tests each claim against the financials.
The RAVEN Protocol™ triangulates each compiled claim across the audited financials, the financial model, and the disclosure schedules. Where the documents disagree, the contradiction is preserved — not reconciled away — with provenance on both sides of the conflict.
This is cross-document triangulation, not search. RAVEN does not allege intent; it surfaces the mathematical signature of a divergence and leaves adjudication to the deal team and counsel.
The architectural mechanics of RAVEN's triangulation engine are protected under U.S. Provisional Patent No. 63/994,876 and are not publicly disclosed.
CLAIM_01 41% growth → model: 28% [DELTA]
CLAIM_02 68% margin → financials: 61% [DELTA]
CLAIM_03 diversified → top-3 = 71% rev [FLAG]
CLAIM_04 NWC $4.2M → reconciles [OK]
> Contradictions preserved. Provenance: dual-source.
// CIM Claim Reconciliation
The qualitative story, tested against the numbers.
A CIM sells in adjectives. Diligence settles in arithmetic. These are the reconciliations RAVEN runs against the historical record — each contradiction returned with provenance, not summarized away.
CLAIM 01
Growth Narrative vs. Booked Revenue
The CIM's headline growth story triangulated against the audited financials and the model. When the narrative outruns the bookings, the deal team sees the gap before the LOI — not after the first 100-day plan stalls.
CLAIM 02
Margin Story vs. Cost Disclosures
Claimed margin expansion cross-examined against the disclosed cost base and one-time items. Pull-forward bookings and non-recurring add-backs are preserved as citable contradictions, not smoothed into the thesis.
CLAIM 03
Customer Quality vs. Concentration
Diversification language checked against the contract schedules and the model. A ‘broad, sticky customer base’ that mathematically resolves to three logos is flagged at compile-time.
CLAIM 04
Working Capital vs. The Peg
CIM-stated normalized working capital validated against the trailing build and the balance sheet. A soft peg is a post-close purchase-price leak; RAVEN surfaces the divergence before the SPA mechanics lock.
The architectural mechanics of RAVEN's triangulation engine are protected under U.S. Provisional Patent No. 63/994,876 and are not publicly disclosed.
// The Deliverable
A hash-anchored risk matrix, not a faster summary.
The work resolves into a deliverable the IC can defend — ranked structural risk, every finding reconstructible to its source. Same data room, same matrix, same hash, every time.
CLAIM 01
Claim Extraction (RUNE Protocol)
Every material representation in the CIM — growth, margin, retention, TAM, competitive moat — is compiled into a structured logic graph. Read-only, non-generative extraction: the engine catalogs what the seller asserts, verbatim and citable.
CLAIM 02
Cross-Examination (RAVEN Protocol)
Each compiled claim is triangulated across the audited financials, the financial model, and the disclosure schedules. Where the documents disagree, the contradiction is preserved, not reconciled away — with provenance on both sides of the conflict.
CLAIM 03
Risk Matrix Output
Findings resolve into a ranked, hash-anchored risk matrix — red-flag contradictions at the top, soft divergences below, each tied to the exact source cell or paragraph. The deal team reads structural risk in minutes, not after a week of manual tie-out.
CLAIM 04
Defensible Audit Log™
The full verdict is written to a reconstructible, click-to-source record. Re-running the same data room returns an identical matrix and an identical hash — defensible to the IC, to counsel, and to the LP base months after close.
We do not compete; we consume. Keep your virtual data room, keep your QoE provider, keep the deal team — add the audit. askOdin sits underneath the workflow you already run and surfaces the contradictions a single-document read was never built to catch.
// OBJECTION HANDLING
CIM & M&A Diligence FAQ
Can askOdin produce a quality-of-earnings analysis, or does it just summarize the CIM?
It deterministically reconciles reported earnings against cash collection and disclosed costs, flagging non-recurring and add-back items as citable findings. It surfaces the quality-of-earnings signals; your deal team and QoE provider adjudicate.
Does it validate EBITDA add-backs and working-capital normalization?
Yes. The RAVEN Protocol triangulates claimed add-backs and the net-working-capital peg across the model, the financials, and the disclosures, flagging any line that does not reconcile to source — deterministic, not estimated.
Can it flag customer concentration and revenue quality across the data room?
Yes. Concentration and revenue-sustainability contradictions surface as cross-document findings tied to both source documents — not a probabilistic summary.
Does this work for a carve-out where financials are entangled with the parent?
The RAVEN Protocol is built for heterogeneous data rooms; it surfaces where carve-out financials fail to reconcile with parent-level disclosures, with provenance preserved. Complex carve-outs remain a human-adjudicated call on a defensible evidence base.
How is this different from a virtual data room’s AI or a RAG tool over the room?
Those retrieve and summarize within a document. askOdin triangulates across documents and preserves contradictions instead of reconciling them away. We do not compete; we consume — keep the room, add the audit.
Is our confidential deal-room data used to train models?
No. Stateless orchestration, ephemeral processing, and strict data sovereignty; deal data is processed in isolated, short-lived compute and never enters any training corpus.
Math does not change based on valuation.
Whether it is a bolt-on add-on or a platform buyout, the gaps between the CIM and the financials are the same shape — an outrun growth claim, a soft margin story, a concentration risk buried three documents deep. askOdin surfaces them deterministically, before the LOI.