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.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

AUDDIA INC. entered into Agreement and Plan of Merger with McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, and Thramann Holdings, LLC (effective 2026-02-17).

Action: entry
Agreement: merger
Counterparty: McCarthy Finney, Inc., Auddia Merger Sub, Inc., Thramann Merger Sub LLC, and Thramann Holdings, LLC
Effective: 2026-02-17

Exact text from the filing

On February 17, 2026, Auddia Inc., a Delaware corporation (“Auddia”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among Auddia, McCarthy Finney, Inc., a Delaware corporation (“Holdco”), Auddia Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco (“Auddia Merger Sub”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thramann Merger Sub” and together with Auddia Merger Sub, the “Merger Subs”), and Thramann Holdings, LLC, a Colorado limited liability company (“Thramann”)

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Source: SEC EDGAR

accession 0001683168-26-001114

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