Auddia enters reverse merger with CEO-owned Thramann; Thramann holders to get ~80% of combined company

AUDDIA INC.

Each Auddia common share converts into one Holdco common share; Thramann holders receive ~80% economic interest including $3.5M in non-convertible notes.
Jeff Thramann, Auddia CEO and sole owner of Thramann, is counterparty; special committee approved the related-party transaction.
Closing conditions include Auddia stockholder approval, net cash >= $12M, and Nasdaq listing; termination fee $600K.
Holdco will issue Special Preferred Stock with $20.5M liquidation preference and conversion rights; $3.5M Holdco Notes at 8% interest with 2-year maturity.
Post-merger, current Auddia board and CEO Jeff Thramann to continue; 180-day lock-up agreement for Thramann shares.

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