Announcement • Apr 29
Thramann Holdings, LLC completed the acquisition of Auddia Inc. (NasdaqCM:AUUD) in a reverse merger transaction.
Thramann Holdings, LLC entered into a non-binding letter of intent to acquire Auddia Inc. (NasdaqCM:AUUD) in a reverse merger transaction on August 5, 2025. Thramann Holdings, LLC entered into an agreement and plan of merger to acquire Auddia Inc. (NasdaqCM:AUUD) in a reverse merger transaction on February 17, 2026. Under the proposed terms, Auddia shareholders are expected to own 20% of McCarthy Finney at closing with 80% of the combined company expected to be owned at closing by Jeff Thramann. Auddia will become a fully owned subsidiary and each of the three Thramann Holdings entities will also be fully owned by McCarthy Finney. Auddia will be renamed McCarthy Finney and trade under its new MCFN ticker. Upon termination of the agreement under specified circumstances, Auddia may be required to pay Thramann a termination fee of $600,000. Following closing of the business combination, Auddia’s current board members are expected to continue as members of the board of the combined company. Jeff Thramann will remain as Chief Executive Officer of McCarthy Finney and John Mahoney will remain as Chief Financial Officer.
The parties have agreed to a 30-day exclusivity period to negotiate a definitive business combination agreement, which will include customary closing conditions such as board approvals, Auddia stockholders approval, regulatory approvals, effectiveness of a registration statement relating to the issuance of Auddia common stock in the business combination, Auddia’s net cash at closing being at least equal to $12 million, the Lock-Up Agreement continuing to be in full force and effect, and continued listing of the combined company’s common stock on Nasdaq. Closing will also be conditioned on Auddia raising at least $10 million of additional capital to fund ongoing business operations of Auddia and the combined business. On September 3, 2025, the parties agreed to a 45-day extension of the exclusivity period (which will now expire on October 18, 2025) under the LOI. On October 17, 2025, the parties agreed to an additional extension of the exclusivity period until 30 days after the Securities and Exchange Commission is no longer operating under its Operations Plan Under a Lapse in Appropriations and Government Shutdown (which commenced on October 1, 2025). On December 12, 2025, the parties agreed to an additional extension of the exclusivity period (which will now expire on January 16, 2026). On February 2, 2026, the parties agreed to an additional extension of the exclusivity period (which will now expire on February 16, 2026). Auddia expects that the special committee’s process for consideration of the proposed business combination will be completed on or before February 16, 2026. As of February 17, 2026, the transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2026.
Houlihan Capital, LLC acted as fairness opinion provider for the special committee and board of Auddia Inc. Jennifer L. Porter and Laura U. Gulick of Goodwin Procter LLP acted as legal advisor for Auddia Inc. Andrew Pillsbury of Kelley Drye & Warren LLP acted as legal advisor for Thramann Holdings, LLC.
Thramann Holdings, LLC completed the acquisition of Auddia Inc. (NasdaqCM:AUUD) in a reverse merger transaction on April 29, 2026.
