AUUD AUDDIA INC.
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.
Actionable Insight
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.
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
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 | ||||
|---|---|---|---|---|---|
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Jun 4, 2026
5d ago
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Press Release
| $1.48 $1.31 | ▼ −11.49% | ▼ −8.89% | $1.29 (−12.84%) |
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Jun 1, 2026
8d ago
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Press Release
| $1.40 $1.31 | ▼ −6.43% | ▼ −6.57% | $1.29 (−7.86%) |
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May 20, 2026
20d ago
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425
| $1.60 $1.49 | ▼ −6.88% | ▼ −7.32% | $1.29 (−19.38%) |
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May 8, 2026
4w ago
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8-K
| $1.23 $1.31 | ▲ +6.50% | ▲ +6.64% | $1.29 (+4.88%) |
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Apr 29, 2026
5w ago
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8-K
| $1.75 $1.75 | · 0.00% | ▼ −0.22% | $1.29 (−26.29%) |
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Apr 29, 2026
5w ago
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Press Release
| $1.69 $1.75 | ▲ +3.55% | ▲ +2.53% | $1.29 (−23.67%) |
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Apr 27, 2026
6w ago
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Press Release
| $1.73 $1.71 | ▲ +1.16% | ▲ +1.15% | $1.29 (+25.43%) |
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Apr 27, 2026
6w ago
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8-K
| $1.50 $1.73 | ▲ +15.33% | ▲ +15.82% | $1.29 (−14.00%) |
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Apr 27, 2026
6w ago
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424B4
| $1.50 $1.73 | ▼ −15.33% | ▼ −15.82% | $1.29 (+14.00%) |
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Apr 24, 2026
6w ago
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Press Release
| $1.83 $1.50 | ▲ +18.03% | ▲ +18.20% | $1.29 (+29.51%) |
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