This filing formalizes the pro forma financials for the Thramann reverse-merger deal. The 20% ownership carveout for existing AUUD holders means massive dilution. The deal is still subject to shareholder approval and the $12M cash condition. Monitor for the shareholder vote date and whether the $12M equity raise is successfully completed. No revenue path is visible — the combined entity is speculative.
Price Chart
Executive Summary
This 425 filing includes unaudited pro forma combined financial statements for Auddia Inc. and Thramann Holdings LLC in connection with their proposed reverse-merger business combination. Auddia's existing common equity is being rolled into a new Pubco (McCarthy Finney) that will be controlled ~80% by Jeff Thramann, with Auddia common stockholders receiving ~20% of the combined entity. The merger is conditioned on Auddia having at least $12M net cash at close, which the pro formas assume via a $12M equity raise at $2.36/share. Both entities are pre-revenue and loss-making, and Thramann Holdings carries a going-concern qualification, making the combined entity a speculative blank-check-style rollup with no revenue track record.
Key Financial Metrics
Key Facts
- Auddia shareholders will own ~20% of the combined company; Jeff Thramann will own ~80% and receive convertible preferred stock plus $3.5M in notes.
- Pro forma equity value post-merger is $10.45M (5,802,182 shares at $1.80 book value).
- Merger requires Auddia to have at least $12M net cash at close; pro formas assume a $12M equity raise at $2.36/share (5.085M new shares).
- Neither Auddia ($0 revenue) nor Thramann Holdings ($0 revenue) have any revenue; both are pre-revenue with operating losses.
- Thramann Holdings has a going-concern qualification in its own financial statements.
Financial Impact
Pro forma combined entity post-merger has $12.4M cash and a book value per share of $1.80, with zero revenue and continued operating losses (~$3M/quarter pro forma).
Risk Factors
- Auddia shareholders face ~80% ownership dilution if the merger closes.
- The combined entity has zero revenue and a going-concern risk — no path to revenue discussed.
- The $12M cash condition may not be met if the equity offering fails.
- Thramann's subsidiaries (AI travel, healthcare bundling, solar canopies) are pre-revenue concept-stage businesses.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 425 Filing (Primary) | 0001683168-26-004181 |
| Document: auddia_ex9901.htm | 0001683168-26-004181 |
| Document: auddia_8k.htm | 0001683168-26-004181 |
| Document: 0001683168-26-004181-index-headers.html | 0001683168-26-004181 |
| Document: 0001683168-26-004181-index.html | 0001683168-26-004181 |
| Document: 0001683168-26-004181.txt | 0001683168-26-004181 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 22, 2026 5d ago | 8-K | $0.9516 | awaiting T+60 | — | $0.8850 (−7.00%) |
Oct 6, 2026 21d ago | 425 | $1.15 | awaiting T+60 | — | $0.8850 (−23.04%) |
Oct 6, 2026 21d ago | 8-K | $1.15 | awaiting T+60 | — | $0.8850 (+23.04%) |
Sep 24, 2026 4w ago | 8-K | $1.28 | awaiting T+60 | — | $0.8850 (−30.86%) |
Sep 24, 2026 4w ago | 425 | $1.28 | awaiting T+60 | — | $0.8850 (−30.86%) |
Sep 24, 2026 4w ago | Press Release | $1.28 | awaiting T+60 | — | $0.8850 (−30.86%) |
Sep 11, 2026 6w ago | 425 | $1.02 | awaiting T+60 | — | $0.8850 (−13.24%) |
Aug 17, 2026 10w ago | Press Release | $0.9701 | awaiting T+60 | — | $0.8850 (−8.77%) |
Jul 23, 2026 13w ago | 8-K | $1.07 $1.01 | ▼ −5.61% | ▼ −9.34% | $0.8850 (−17.29%) |
Jun 4, 2026 20w ago | Press Release | $1.48 $0.9657 | ▼ −34.75% | ▼ −36.63% | $0.8850 (−40.20%) |
US Market Status
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