Risk Assessment for M&A (Mergers and Acquisitions) in cybersecurity is critical to the broader M&A due diligence process. It involves systematically and independently evaluating a target company's cybersecurity posture, controls, vulnerabilities, and potential liabilities before an acquisition or merger. The primary goal is to identify, quantify, and understand the financial, operational, reputational, and legal consequences that could arise from the target's cyber risks, ultimately influencing deal valuation, terms, and post-merger integration planning. This assessment moves beyond traditional financial and legal due diligence to ensure the acquiring entity isn't inheriting unforeseen and potentially catastrophic cybersecurity debt.

ThreatNG significantly enhances cybersecurity Risk Assessment for M&A by providing a rapid, objective, and continuous external "cyber health check" of the target company. It offers an attacker a precise view of their digital footprint, revealing hidden liabilities and integration challenges directly relevant to the risk assessment.

1. External Discovery: ThreatNG performs purely external, unauthenticated discovery using no connectors. This is crucial for M&A risk assessment, as it rapidly identifies the target's external-facing digital assets, including shadow IT or forgotten systems that might not be in their internal inventories, mimicking an adversary's reconnaissance.

• Example: ThreatNG can quickly map all public-facing IPs, domains, subdomains, and associated web applications belonging to the target company. It might uncover forgotten testing servers, old development sites, or misconfigured cloud instances not documented internally, revealing potential unassessed risks for the acquiring entity.

2. External Assessment: ThreatNG quantifies the target's external cyber risk posture through various assessment ratings, directly informing the M&A risk assessment and deal valuation:

• Cyber Risk Exposure: Provides an overall risk score. ThreatNG assesses the target's "overall cyber risk exposure" based on externally visible parameters like certificates, subdomain headers, vulnerabilities, and sensitive ports. This is crucial for understanding the potential security debt being acquired.

• Breach & Ransomware Susceptibility: This indicator identifies the likelihood of a major incident. ThreatNG determines the target's "Breach & Ransomware Susceptibility" based on their external attack surface and digital risk intelligence, including dark web presence (compromised credentials, ransomware events, and gang activity). This indicates if the acquisition brings a high risk of immediate disruption.

• Data Leak Susceptibility: Assesses the risk of sensitive data exposure. ThreatNG identifies the target's "Data Leak Susceptibility" by finding exposed credentials, sensitive files in public cloud storage, or inadvertently committed code secrets.

• Supply Chain & Third-Party Exposure: Crucial for assessing the target's vendors. ThreatNG evaluates the target's "Supply Chain & Third-Party Exposure" by enumerating vendor technologies, technology stack, and cloud/SaaS exposure. This highlights risks from their critical vendors (which become your Nth parties) that could cascade to the acquiring entity.

• Brand Damage Susceptibility: ThreatNG assesses the target's "Brand Damage Susceptibility" by monitoring for existing brand impersonations, negative news, or relevant ESG violations. This indicates potential reputational liabilities that could impact the merged entity's value and influence M&A terms.

• ESG Exposure: ThreatNG explicitly evaluates "environmental, social, and governance (ESG) violations" through its external findings. These can indicate broader governance and compliance risks relevant to M&A.

3. Reporting: ThreatNG provides clear, actionable reports essential for M&A teams and decision-makers to inform deal terms, valuation, and integration plans:

• Prioritized Report: This report highlights critical external vulnerabilities or hidden assets of the target company as high-priority risks, allowing dealmakers to factor these into valuation or post-acquisition integration plans.

• Security Ratings Report: This report provides an objective, high-level security score for the target, giving a quick, independent assessment of their posture. ThreatNG can also show a U.S. SEC Filings report (via DarCache 8K) for publicly traded targets, providing additional financial risk context relevant to breaches.

• External GRC Assessment Mappings: This provides "a continuous, outside-in evaluation of an organization's Governance, Risk, and Compliance (GRC) posture" and maps findings directly to relevant GRC frameworks. It directly supports compliance risk assessment for M&A.

4. Continuous Monitoring: ThreatNG monitors external attack surface, digital risk, and security ratings. This extends M&A risk assessment beyond a snapshot, providing ongoing risk validation before and after the deal.

• Example: After the initial M&A risk assessment, ThreatNG can continuously monitor the target's external posture up to the closing date and beyond. This ensures no new critical vulnerabilities emerge or existing ones worsen, which could derail the deal or become an immediate post-acquisition issue that impacts the risk profile.

5. Investigation Modules: ThreatNG's investigation modules allow deep dives into specific external risk areas of the target:

• Sensitive Code Exposure: This type of exposure pinpoints hardcoded credentials, API keys, or proprietary code exposed in the target's public repositories. These represent significant intellectual property or access risks that heavily influence risk assessment.

• Cloud and SaaS Exposure: Identifies the target's sanctioned and unsanctioned cloud services and SaaS applications, assessing for misconfigurations (e.g., open cloud buckets) or insecure API endpoints. This is vital for understanding their cloud footprint and potential data liabilities.

• Dark Web Presence: Monitors for mentions of the target company, associated ransomware events, or compromised credentials on the dark web, indicating existing or imminent breaches that could impact the acquisition risk.

6. Intelligence Repositories (DarCache): ThreatNG's DarCache provides comprehensive external context and threat intelligence to inform M&A risk assessment and prediction:

• DarCache Vulnerability (NVD, EPSS, KEV, PoC Exploits): Informs on the real-world exploitability and likelihood of vulnerabilities found on the target's external assets. If ThreatNG identifies a KEV on a target's system, it flags a known, actively exploited weakness that needs immediate attention and heavily impacts risk assessment.

• DarCache 8K: Provides context from their SEC Form 8-Ks for publicly traded targets, revealing publicly declared cybersecurity incidents or other material events influencing their risk profile.

• DarCache ESG: Discovers "environmental, social, and governance (ESG) violations" that can impact the target's reputation and lead to regulatory fines. These violations are directly relevant to overall M&A risk assessment.

Complementary Solutions: ThreatNG's external insights create powerful synergies with M&A platforms, GRC tools, and cyber insurance processes:

• M&A Due Diligence Platforms: ThreatNG's objective is to provide external cybersecurity assessment data that can be directly integrated into specialized M&A due diligence platforms, providing a critical cybersecurity risk component to the overall deal assessment.

• GRC (Governance, Risk, and Compliance) Platforms: ThreatNG's findings on the target's external compliance gaps (e.g., exposed PII in misconfigured cloud storage, lack of proper email authentication) can be fed into GRC systems to inform post-acquisition compliance remediation plans, which is a key part of M&A risk mitigation.

• Cyber Insurance Underwriters: ThreatNG's detailed security ratings and vulnerability insights for a target company can be leveraged by cyber insurance providers to assess risk more accurately and potentially adjust policy terms before or after an acquisition, leading to better-informed underwriting decisions.