Auddia merges with Thramann Holdings; Auddia shareholders to own ~20% of combined entity

AUDDIA INC.

Thramann had zero revenue and net losses of $485,885 in 2025; its auditor cites substantial doubt as a going concern.
Definitive merger agreement: Auddia shareholders get ~20% of the combined company; Jeff Thramann gets ~80%.
Closing contingent on Auddia having at least $12 million net cash on hand.
Consideration includes convertible preferred stock and non-convertible debt for Thramann.
Auddia to become a public holding company under a new name and ticker symbol.

item 9.01

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