{ "schema": "dv.newco-diligence-package.v3", "candidate_id": "DV-SPINOUT-PROOF-001", "working_name": "ProofLayer Product NewCo", "generated_from": "dv.newco-candidate.v3", "generated_at": "2026-09-22T22:06:44.303Z", "one_page_opportunity_brief": { "problem": "Software delivery becomes hard to trust when teams cannot show durable evidence of what was checked, what regressed, what was preserved, and what changed between releases.", "target_market": "Release verification and release-evidence infrastructure — initial segment: Product teams, agencies, software vendors, and regulated operations teams", "customer": "Team or organization paying for release verification, governance, or delivery evidence", "dv_advantage": "DV already owns ProofLayer™ — Beta 0.95 plus retained engines including Verification & Release Passport Layer™, Audit & Governance Layer™, Workflow Engine & State Machine™, File Upload & Evidence Capture™.", "mvp": [ "One supported connected runner or delivery environment", "Release Passport", "Verification checks", "Evidence attachment", "Regression memory", "Preservation checks", "ProofDelta / change-delta record", "Shareable review surface" ], "external_capital_status": "Not yet sized — size from proof-cell evidence", "external_capital_uses": [ "Connected runner / repository integrations", "Security and enterprise integration review", "Commercial pilot acquisition", "Infrastructure / reliability", "Customer onboarding and support" ], "first_revenue_path": "Paid software-team pilot for release verification and remediation evidence", "traction_state": "product_proof", "next_capital_gate": "Commercial proof-cell completion", "investor_next_action": "Review the public package, then request protected diligence only if the investor can contribute relevant software-team distribution, enterprise integration/security access, or commercial-pilot reach." }, "technical_architecture_summary": { "retained_dv_layer": [ "Verification & Release Passport Layer™", "Audit & Governance Layer™", "Workflow Engine & State Machine™", "File Upload & Evidence Capture™", "Generalized release-evidence patterns and cross-product improvements", "Underlying genome lineage and reusable operating methods" ], "newco_layer": [ "ProofLayer NewCo brand / market identity if formed", "NewCo-specific packaging and go-to-market materials", "Field-specific runner adapters or commercial integrations where contractually designated", "NewCo customer contracts and operating P&L", "NewCo-specific product configuration and datasets created for the commercial field, subject to third-party rights" ], "external_or_customer_layer": [ "Commercial pilot cohort", "Security review for the selected environment" ], "authoritative_systems": [ "ProofLayer verification record", "The selected source repository / runner for the pilot", "Human release authority for the pilot team" ], "data_and_control_boundaries": [ "DV retains generalized platform engines, reusable schemas, methods, and non-customer-specific improvements unless an explicit signed agreement assigns otherwise.", "The NewCo owns or controls the market-specific business assets documented for the vehicle; it does not automatically own the retained DV platform core.", "Investment in the NewCo does not by itself transfer DV Labs parent IP, unrelated products, future descendants, or the entire reusable verification estate.", "Customer credentials, repositories, code, and security-sensitive metadata stay bounded to the selected pilot architecture and are not assumed to become DV or NewCo-owned assets." ], "architecture_open_questions": [ "Which runner / repository environment is the first supported production path?", "Which customer data must be processed, retained, or avoided?", "What isolation, credential, logging, and deletion controls does the first buyer require?", "Which runner adapters become NewCo-specific versus generalized retained DV adapters?" ] }, "capital_use_schedule": [ { "window": "pre-formation", "release_condition": "Public package reviewed; no final investment terms implied.", "uses": [ "Diligence", "Pilot design", "Counsel scoping if a serious transaction exists" ], "amount_status": "Transaction-specific; not publicly sized" }, { "window": "0-30", "release_condition": "Advance only when the smallest complete connected verification path works reliably.", "uses": [ "Connected runner / repository integrations", "Security and enterprise integration review", "Infrastructure / reliability" ], "amount_status": "Size only from implementation estimate / actual proof-cell budget" }, { "window": "31-60", "release_condition": "Advance only when real buyers produce paid evidence and the support model is observable.", "uses": [ "Commercial pilot acquisition", "Customer onboarding and support" ], "amount_status": "Size from pilot acquisition and onboarding plan" }, { "window": "61-90", "release_condition": "Advance only when demand, delivery, and early economics support an independent commercial motion.", "uses": [ "Repeatability testing", "Economics measurement", "Next-capital package" ], "amount_status": "Use observed pilot costs; do not extrapolate unsupported economics" }, { "window": "post-proof", "release_condition": "Do not size or release a larger capital stage until connected-runner reliability, paid pilot demand, support burden, and early unit-economics inputs are observed.", "uses": [ "Evidence-based sizing of the next external capital requirement", "Formation-ready legal / governance documentation", "Larger pilot cohort or sales motion", "Additional runner integrations", "Potential strategic NewCo investment process" ], "amount_status": "Not yet sized — size from proof-cell evidence" } ], "launch_roadmap": [ { "window": "0-30", "objective": "Working connected product", "outputs": [ "One reliable connected runner or repository path", "Release Passport generated from a real release flow", "Verification and preservation evidence", "Shareable review surface" ], "proof_required": [ "Runner completes the defined critical path", "Evidence record resolves to the underlying release", "Repeat run does not corrupt prior evidence" ], "advance_gate": "Advance only when the smallest complete connected verification path works reliably." }, { "window": "31-60", "objective": "Paid evidence", "outputs": [ "Commercial pilot batch", "At least one paid pilot, contract, or other concrete buyer commitment", "Measured onboarding time", "Measured support burden" ], "proof_required": [ "Buyer willingness to pay", "Repeat release usage during pilot", "Known implementation/support workload" ], "advance_gate": "Advance only when real buyers produce paid evidence and the support model is observable." }, { "window": "61-90", "objective": "Repeatability decision", "outputs": [ "Repeat verification usage across accounts or releases", "Observed infrastructure inputs", "Observed acquisition and onboarding inputs", "Documented next-capital decision" ], "proof_required": [ "Repeated use beyond a single demonstration", "Early acquisition, infrastructure, and support cost inputs", "Evidence that another customer can be onboarded without rebuilding the product" ], "advance_gate": "Advance only when demand, delivery, and early economics support an independent commercial motion." } ], "proof_checklist": [ { "id": "P1", "item": "Existing product / technical base", "status": "existing", "evidence": [ "https://dvlabs.app/portfolio", "https://dvlabs.app/genome", "https://dvlabs.app/newco" ], "gate": "Confirm retained DV product/capability exists before new capital is allocated." }, { "id": "P2", "item": "Connected MVP", "status": "required", "evidence": [ "Connected runner proof" ], "gate": "Must exist before commercial pilot expansion." }, { "id": "P3", "item": "Paid buyer evidence", "status": "required", "evidence": [ "Paid commercial pilot evidence" ], "gate": "Required before sizing a larger commercial capital stage." }, { "id": "P4", "item": "Unit economics inputs", "status": "required", "evidence": [ "Customer acquisition cost: unknown", "Infrastructure cost per verified release: unknown", "Onboarding / integration labor: unknown", "Gross margin: unknown", "Retention / expansion: unknown" ], "gate": "Required before margin, CAC, payback, or LTV claims are used in financing decisions." }, { "id": "P5", "item": "Final legal / licensing structure", "status": "required", "evidence": [], "gate": "Required before final investment, equity, governance, or IP-transfer documents." }, { "id": "P6", "item": "Historical financial traction", "status": "not_claimed", "evidence": [ "No paid ProofLayer customer count is asserted.", "No ARR or MRR is asserted.", "No gross margin is asserted.", "No CAC, LTV, payback period, retention rate, or expansion rate is asserted.", "No connected commercial runner is asserted as complete until a proof artifact verifies it." ], "gate": "Do not infer unsupported performance from product maturity or technical proof." } ], "risk_register": [ { "id": "R1", "category": "market", "risk": "Teams may view release evidence as a feature of existing DevOps tooling rather than a standalone budget line.", "evidence_needed": "Paid pilot conversion and buyer interviews tied to an actual budget owner.", "mitigation_or_gate": "Keep the wedge narrow and advance only if standalone willingness to pay appears." }, { "id": "R2", "category": "technical", "risk": "Runner / repository environments can vary enough to make integration expensive or brittle.", "evidence_needed": "Connected runner reliability and implementation effort across multiple pilot environments.", "mitigation_or_gate": "Support one bounded environment first; expand adapters only after repeatability." }, { "id": "R3", "category": "security", "risk": "Customer code, credentials, logs, and release metadata can create material security requirements.", "evidence_needed": "Pilot architecture review and buyer security requirements.", "mitigation_or_gate": "Minimize data access, use scoped credentials, document boundaries, and do not claim certifications not actually held." }, { "id": "R4", "category": "commercial", "risk": "Pricing and packaging are not yet validated by a standalone paid ProofLayer cohort.", "evidence_needed": "Paid pilot pricing acceptance and expansion behavior.", "mitigation_or_gate": "Treat pricing as a pilot hypothesis until observed." }, { "id": "R5", "category": "operating", "risk": "Customer-specific integration and support could consume enough labor to weaken software economics.", "evidence_needed": "Onboarding/support hours per account and repeat integration patterns.", "mitigation_or_gate": "Track support burden explicitly and stop expansion if the product remains bespoke." }, { "id": "R6", "category": "legal", "risk": "Final entity, license, IP, privacy, security, and investor terms are transaction-specific.", "evidence_needed": "Counsel-reviewed formation and license documents for the chosen vehicle and pilot environment.", "mitigation_or_gate": "Do not treat public NewCo materials as final transaction documents." } ], "ip_licensing_boundary": { "dv_retained_ip": [ "Verification & Release Passport Layer™", "Audit & Governance Layer™", "Workflow Engine & State Machine™", "File Upload & Evidence Capture™", "Generalized release-evidence patterns and cross-product improvements", "Underlying genome lineage and reusable operating methods" ], "newco_specific_ip": [ "ProofLayer NewCo brand / market identity if formed", "NewCo-specific packaging and go-to-market materials", "Field-specific runner adapters or commercial integrations where contractually designated", "NewCo customer contracts and operating P&L", "NewCo-specific product configuration and datasets created for the commercial field, subject to third-party rights" ], "operating_ownership": "The NewCo owns or controls the market-specific business assets documented for the vehicle; it does not automatically own the retained DV platform core.", "investor_participation": "Strategic capital into the operating NewCo after the proof-cell gate, with ProofLayer operating under a scoped DV platform license and transaction-specific governance.", "non_transfer_rule": "Investment in the NewCo does not by itself transfer DV Labs parent IP, unrelated products, future descendants, or the entire reusable verification estate.", "improvement_rule": "Generalized, non-confidential improvements may return to the retained DV estate; customer-confidential and NewCo-specific assets remain within their documented boundary.", "transaction_specific_items": [ "Equity percentage / valuation", "Board or observer rights", "Liquidation / preference rights", "Field of use / territory / term of DV platform license", "Revenue participation or license economics", "Tax structure", "Acquisition / change-of-control rights" ] }, "investor_qa": [ { "question": "What exists today?", "answer": "ProofLayer exists in the canonical DV project registry as an active Beta 0.95 product with release-evidence features including Release Passport, Regression Memory, Verification Records, Evidence Attachments, Preservation Checks, ProofDelta, and Change History.", "evidence_state": "supported" }, { "question": "What is the investor actually funding?", "answer": "External commercial and integration needs that DV does not already own: connected runner/repository integration, buyer security review, pilot acquisition, usage-dependent infrastructure, and independent onboarding/support capacity.", "evidence_state": "supported" }, { "question": "How much capital is required?", "answer": "Not yet responsibly sized. The current candidate deliberately leaves the amount open until the proof cell produces integration, acquisition, infrastructure, and support inputs.", "evidence_state": "unknown" }, { "question": "What is the first revenue path?", "answer": "Paid software-team pilot for release verification and remediation evidence", "evidence_state": "hypothesis" }, { "question": "What traction is already proven?", "answer": "Product/technical proof is supported. Paid customer count, ARR/MRR, gross margin, CAC, LTV, retention, and connected commercial runner completion are not claimed.", "evidence_state": "supported" }, { "question": "What does DV retain?", "answer": "Generalized verification, audit, workflow, evidence-capture, reusable schemas/methods, and non-customer-specific improvements remain retained DV platform IP unless explicitly assigned by signed agreement.", "evidence_state": "supported" }, { "question": "What would the NewCo own?", "answer": "Its documented brand/market identity, customer contracts, operating P&L, market-specific configuration, and contractually designated NewCo-specific integrations/datasets, subject to third-party rights.", "evidence_state": "hypothesis" }, { "question": "What investor structure is proposed?", "answer": "A strategic capital path into the operating NewCo after the proof-cell gate, with a scoped DV platform license. Equity, revenue participation, governance, and tax terms remain to be negotiated and documented.", "evidence_state": "hypothesis" }, { "question": "What proves the next capital stage?", "answer": "Reliable connected runner; At least one paid pilot, contract, or other concrete buyer commitment; Repeat verification usage; Measured onboarding and support burden; Observed infrastructure cost inputs; Counsel-reviewed entity / license path before final investment documents", "evidence_state": "supported" }, { "question": "What would cause DV to stop or avoid formation?", "answer": "No standalone willingness to pay; Integration remains bespoke across customers; Support burden prevents a repeatable software model; Security requirements cannot be met within the chosen architecture; The opportunity is better served as a DV product/license rather than a separate company", "evidence_state": "supported" } ], "data_room_manifest": [ { "id": "DR-01", "folder": "01_Opportunity", "label": "NewCoCandidate v3 canonical record", "access": "public", "status": "existing", "source_or_url": "/newco/prooflayer/diligence.json", "supports": [ "Canonical opportunity identity", "market/customer thesis", "capital uses", "proof gates" ] }, { "id": "DR-02", "folder": "01_Opportunity", "label": "One-page investor opportunity brief", "access": "public", "status": "existing", "source_or_url": "/newco/prooflayer-diligence", "supports": [ "Investor-facing summary", "next action" ] }, { "id": "DR-03", "folder": "02_Product_Proof", "label": "Canonical ProofLayer product record", "access": "public", "status": "existing", "source_or_url": "src/data/projects.ts", "supports": [ "Beta 0.95 product state", "problem", "features", "client categories" ] }, { "id": "DR-04", "folder": "02_Product_Proof", "label": "DV retained system registry", "access": "public", "status": "existing", "source_or_url": "/genome", "supports": [ "Retained engine names", "platform ancestry" ] }, { "id": "DR-05", "folder": "02_Product_Proof", "label": "Connected runner verification artifact", "access": "protected", "status": "planned", "supports": [ "Connected MVP", "runner reliability", "technical acceptance" ], "requested_from": "DV / NewCo technical operator" }, { "id": "DR-06", "folder": "03_Commercial_Proof", "label": "Pilot prospect / customer evidence", "access": "protected", "status": "planned", "supports": [ "Buyer need", "willingness to pay", "pilot pipeline" ], "requested_from": "NewCo commercial operator / strategic partner" }, { "id": "DR-07", "folder": "03_Commercial_Proof", "label": "Paid pilot contract or payment evidence", "access": "protected", "status": "planned", "supports": [ "Paid traction", "commercial validation" ], "requested_from": "NewCo commercial operator" }, { "id": "DR-08", "folder": "04_Economics", "label": "Pilot unit-economics worksheet", "access": "protected", "status": "planned", "supports": [ "Infrastructure cost", "support burden", "acquisition inputs", "gross-margin inputs" ], "requested_from": "NewCo finance / operator" }, { "id": "DR-09", "folder": "05_Technical", "label": "Detailed runner / integration architecture", "access": "protected", "status": "planned", "supports": [ "Security review", "integration boundary", "technical diligence" ], "requested_from": "DV / NewCo technical operator" }, { "id": "DR-10", "folder": "05_Technical", "label": "Security and data-flow review", "access": "protected", "status": "planned", "supports": [ "Credential handling", "data minimization", "buyer security review" ], "requested_from": "DV / customer security reviewer" }, { "id": "DR-11", "folder": "06_IP_Legal", "label": "Scoped DV platform license term sheet", "access": "transaction_specific", "status": "planned", "supports": [ "Field-of-use boundary", "improvement rule", "support obligations", "non-transfer rule" ], "requested_from": "DV + counsel" }, { "id": "DR-12", "folder": "06_IP_Legal", "label": "NewCo formation / governance documents", "access": "transaction_specific", "status": "planned", "supports": [ "Entity ownership", "investor rights", "governance", "tax structure" ], "requested_from": "Counsel" }, { "id": "DR-13", "folder": "07_Risk_and_Gates", "label": "Risk register and next-capital gate", "access": "public", "status": "existing", "source_or_url": "/newco/prooflayer/diligence.json", "supports": [ "Stop conditions", "evidence requirements", "capital release discipline" ] } ], "traction_statement": { "supported": [ "ProofLayer exists in the canonical DV project registry as an active product at Beta 0.95.", "The canonical registry describes Release Passport, Regression Memory, Verification Records, Evidence Attachments, Preservation Checks, ProofDelta, and Change History.", "ProofLayer is included among featured DV proof artifacts / portfolio systems.", "The NewCo v2 registry already defines ProofLayer Product NewCo as a product-NewCo candidate with a commercial-pilot formation trigger." ], "not_claimed": [ "No paid ProofLayer customer count is asserted.", "No ARR or MRR is asserted.", "No gross margin is asserted.", "No CAC, LTV, payback period, retention rate, or expansion rate is asserted.", "No connected commercial runner is asserted as complete until a proof artifact verifies it." ] }, "next_investor_action": { "action": "Request a scoped diligence review for ProofLayer Product NewCo", "purpose": "Determine whether the investor/strategic partner can materially accelerate the proof cell through commercial-pilot access, enterprise integration/security capability, or distribution—not simply provide undifferentiated capital.", "requested_material": [ "Investor / strategic partner organization and role", "Relevant software-team or enterprise distribution access", "Relevant DevTools / release / governance integration experience", "What evidence the investor needs beyond the public package", "Decision timing" ], "success_condition": "A qualified partner and DV agree on the narrow protected evidence packet needed to decide whether to structure a proof-cell investment / strategic NewCo pathway." }, "warnings": [ "External capital amount is intentionally unsized until proof-cell cost inputs are observed.", "Revenue model is not presented as validated commercial performance.", "Unit economics remain assumptions/unknowns and must not be represented as historical performance.", "Investor participation, governance, equity, tax, and license terms remain transaction-specific.", "Traction statement explicitly excludes unsupported revenue, customer, and performance claims." ] }