Complete Diligence in Days, Not Weeks

Synthetica AI, Inc. is a Delaware corporation operating a cloud-hosted enterprise AI platform [9], currently party to a merger agreement with Apex Software Corporation [10] (closing targeted by June 30, 2026). This report reviews corporate formation and governance documents [25], capitalization records [27], financing documents [26], material contracts, intellectual property filings [21], litigation records [20], insurance policies [1], [2], [3], employment records [28], tax filings [33], and audited financial statements [6].

The following findings define the company’s current legal posture:

• Unresolvable capitalization uncertainty. Series A preferred shares appear as 0 [6], 4.5 million [8], or 15 million [7] outstanding across four sources, directly affecting every approval threshold for the merger.
• Critical documentation gaps. Bylaws, all Stock Purchase Agreements, the equity incentive plan, the stock ledger, the credit agreement, and stockholder consents for the February 2025 Series C financing [26] are among dozens of material documents not produced.
• Expired and at-risk contracts. The AWS enterprise agreement [17] expired December 2025. The JPMorgan Chase technology MSA [13] expired approximately February 2026. Three insurance policies expired February 15, 2026 with no evidence of renewal.
• Change-of-control consents. Four agreements require consent or notice for the merger [7]; none has been obtained [10].
• IP ownership gaps and active patent litigation. Two patents were filed before or days after incorporation without documented assignment [21], and NeuralPath Technologies has filed a patent suit in D. Del. [20] asserting a patent bearing the same number the company claims as its own.
• R&D tax credit discrepancies. The $4.8M credit on the filed return [33] is nearly double the $2.5M produced by the supporting Deloitte study [34].

The following table reconstructs key corporate, financing, and operational events. Events in bold present open diligence issues.

Dates reconstructed from [6], [7], [8], [10], [13], [17], [19], [23], [25], [27]

Good standing. A Good Standing Certificate dated January 31, 2026 confirms good standing in Delaware with all franchise taxes current. [35] The company is qualified as a foreign corporation in California, New York, Texas, Washington, Massachusetts, Colorado, and Illinois. [7]

Delaware file number discrepancy. The Good Standing Certificate references File No. 4524987 [35], while the Disclosure Schedules and CEO Certificate both reference File No. 5412891. [7], [8]

Probable UK subsidiary. The audited financials are styled as “Consolidated” and disclose a London lease [6]. No subsidiary formation documents, intercompany agreements, or entity details appear in the reviewed documents.

Source: [25 (A&R Certificate of Incorporation)]

Anti-dilution conflict. The charter [25] provides broad-based weighted average anti-dilution for Series A and B, but Series B additionally carries full ratchet protection for down-rounds below $5.50/share. The IRA [26] describes only broad-based weighted average for all series. Under Delaware law, the charter controls.

Sources: [7], [27], [6]

Preferred Stock: material inconsistency. Three mutually inconsistent positions exist. The equity statement [6] shows zero preferred shares at the January 1, 2024 opening balance. Yet the funding history in the Disclosure Schedules [7] confirms 15,000,000 Series A shares were issued in November 2021.

Discrepant figures shown in bold. Majority threshold per Section 4.5 of [25].

Sources: [13], [17], [19], [7], [30], [6], [11], [12], [14]

Insurance covenant noncompliance. The JPMorgan MSA [13] requires $10M cyber liability, $5M CGL per occurrence, $5M E&O, and $5M D&O. Current cyber coverage is $5M [3] and CGL is $1M per occurrence / $2M aggregate [2], both below contractual requirements.

Credit agreement not produced. The Disclosure Schedules [7] reference a $20M revolving credit facility with Silicon Valley Bank. The credit agreement itself, any amendments, compliance certificates, and current draw amounts were not included in the data room [30].