+ there are lots of schema changes in D365FO
Business wise challenges could span:
1) Is everything going to be upgraded, if yes, easy, if not then a list must be prepared
2) Any functionality which is mapped to existing customization and it's data impact
3) Why and need to bring entire DB, could keep AX2012 for historical reporting and only bring in balances at ledger and subledger level
Technical level focus areas:
1) new ways of implementing relationships which is on table than at EDT
2) Would the DB upgrade be perfect consider everything needs to be in extension
3) High dependency on code being available in extension world and with same schema