Vibecoding is becoming a deal-breaker test for software acquisitions

To assess the competitive edge of acquisition targets, consulting firm Bain & Company is vibecoding replicas of their software. The AI-generated mock-ups are already shaping concrete buying decisions.

According to the Financial Times, the AI-generated replicas are meant to show potential buyers how hard it would be to reproduce a target company's technology. As the cost of building software drops fast, that question carries more weight. The mock-ups also help gauge how a product might evolve.

Bain says hundreds of rough prototypes have already been vibecoded as part of the firm's AI due diligence work. What started in 2023 as a job for a dedicated team of software engineers is now being used by rank-and-file consultants.

"It's kind of the difference between seeing something in 2D versus 3D," says Rebecca Burack, head of Bain's global private equity practice. The firm uses vibecoding "to show what a software company can and can't do, to understand where it fits in the value chain and to understand whether it is the actual code that is the defensible part of the business or something else," she said.

AI replicas are already influencing bidding processes

Public markets are already pricing in AI disruption. Enterprise software vendors like Salesforce and ServiceNow have lost more than a third of their value this year. In private markets, the total value of private equity-led tech, telecom, and media deals collapsed by 69 percent in the first quarter of 2026 compared with the final quarter of 2025, according to KPMG data.

Two Silicon Valley private equity executives told the FT they had slowed their dealmaking and stepped up scrutiny of AI risk in every target they looked at. "If it's in the question box, we're not going to touch it," one of them said. The second investor explained that a Bain-vibecoded recreation of an analytics platform had played a role in their firm's decision to drop out of the bidding.