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Due Diligence

iGaming M&A Due Diligence Checklist 2026

Complete financial, legal, regulatory, technical, and operational due diligence checklist for iGaming M&A. Use this to prepare for buyer scrutiny or to conduct seller due diligence. 60+ items covering all major risk categories.

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Financial Due Diligence (12 Items)

Regulatory & Licensing Due Diligence (10 Items)

Technical & Platform Due Diligence (10 Items)

Commercial & Player Base Due Diligence (10 Items)

Legal & Corporate Due Diligence (8 Items)

Operational Due Diligence (8 Items)

The Most Commonly Missed DD Items:

Player concentration risk (top 10% of players representing 40%+ of GGR). Bonus trend analysis (bonus spend creeping up as percentage of GGR). Payment processor dependency (single processor handling 60%+ of deposits). Related-party transactions (founder owns affiliate sending traffic, or owns sportsbook providing feeds). Regulatory compliance history (pending license review not disclosed until late in DD).

Prepare these items well in advance. When a buyer asks for them, you want to respond with clean documentation, not scrambling to gather data.

How to Use This Checklist

If you are a seller: Go through this checklist and prepare documentation for every item before you enter a sale process. The items you don't have ready are the ones that will kill your deal or force price renegotiation. A buyer will ask for everything — better to have it ready.

If you are a buyer: Use this as your baseline DD request. Tailor it to your specific needs (if you're not concerned about geographic diversification, skip that item; if platform scalability is critical, add more detail). The items where a seller can't produce clean documentation are red flags.

If you are an advisor: Use this to ensure you're not missing anything. Run through each category, ask the operator what they have and what they don't, and identify the biggest gaps.

Why DD Breaks Down: Common Patterns

In our experience, due diligence fails for three reasons:

Missing or incomplete documentation: A seller can't produce player cohort retention curves because they don't have analytics infrastructure. A buyer spends 3 weeks requesting this, then walks away. Better to identify this gap 6 months before entering a sale and build the analytics.

Misaligned expectations on key metrics: The seller claims 45% NGR margin and 25% Day-30 retention. The buyer's team stress-tests the data and concludes actual sustainable metrics are 40% margin and 18% retention. Suddenly the EBITDA is lower, and they want to renegotiate price down 20–30%.

Regulatory or compliance issues discovered late: In Week 8 of DD, a buyer discovers that your AML/KYC procedures don't meet the acquiring company's standards. The buyer now wants to reduce valuation to account for cost of remediation. Your deal is at risk.

The solution: prepare for DD as if you're going to sell today. Address gaps. Prepare documentation. Validate your financial assumptions with data. When a buyer asks, you respond with clean, professional documentation. That signals you know your business and there are no surprises.

60+ DD Items Tracked
8–12 wks Typical DD Process
40% Deals Failing in DD

Note: Working with an advisor? Contact us at contact@bulletapex.com for guidance on any of these items or a guided DD review where we validate your preparedness and identify gaps before a buyer does.

Common Questions About iGaming Due Diligence

How long does due diligence typically take?
8–12 weeks is standard. Financial DD (validating 3 years of numbers) takes 4–6 weeks. Legal/regulatory DD (contract review, license audit) takes 3–4 weeks. Operational DD (management interviews, vendor validation) takes 2–3 weeks. Overlapping these reduces timeline, but don't rush. A thorough DD process catches issues early and prevents post-closing disputes.
What is a "rep and warranty"?
A representation and warranty (rep and warranty) is a statement by the seller that a fact is true. Example: "The seller represents and warrants that all gaming licenses are current and valid." If that's false and discovered post-closing, the buyer can claim a breach. Rep and warranty insurance protects sellers from post-closing claims. It's standard in M&A.
What happens if DD reveals a problem?
Depends on the severity. Minor issues (a small regulatory fine) might just reduce valuation slightly. Major issues (pending license loss, significant compliance failures, player concentration risk) might kill the deal or force major restructuring. The best approach: disclose issues early so you can negotiate price accordingly rather than have them discovered late and kill the deal entirely.
Do I need to prepare this entire checklist?
Not necessarily for every item. Some items are jurisdiction-specific (GDPR if you operate in EU, but not if you don't). Some are size-specific (multi-jurisdictional analysis if you operate in 5 countries, but not if you operate in 1). Start with the items that apply to your business, then expand. Having 80% of this checklist ready is far better than 0%.
What's the most important DD item?
Financial integrity. Player cohort retention curves, bonus trends, EBITDA normalisation assumptions. If a buyer can't validate your numbers, everything else doesn't matter. You could have a perfect license, flawless compliance, and amazing product — but if your EBITDA is questionable, you won't close. Spend time on financial data architecture and historical analysis.

Prepare for Due Diligence Before It Starts.

A comprehensive DD checklist is your roadmap to a smooth M&A process. We help operators validate their preparedness, identify gaps, and get ready for buyer scrutiny. Let us review your readiness.

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