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Auddia (AUUD) files 8-K attaching Thramann unaudited and pro forma statements

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
425

Rhea-AI Filing Summary

Auddia Inc. filed a Current Report disclosing the acquisition-related financial disclosures for Thramann Holdings, LLC and attached unaudited combined financial statements and pro forma combined financial information.

The filing states that unaudited combined financial statements of Thramann Holdings, LLC as of March 31, 2026 and December 31, 2025, and pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of March 31, 2026 are included as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated by reference. The report is provided under Item 9.01 (Financial Statements and Exhibits).

Positive

  • None.

Negative

  • None.

Insights

Provides foundational financial disclosure for a recent acquisition; no amounts disclosed here.

The filing attaches unaudited combined financial statements for Thramann Holdings, LLC and pro forma combined results with Auddia as Exhibits 99.1 and 99.2. These exhibits form the basis for assessing historical results and the combined balance sheet as of March 31, 2026.

Key dependencies include the contents of the exhibits and any adjustments in the pro forma schedules; subsequent filings may show audited adjustments, purchase price allocation, or transaction consideration that affect reported goodwill and net assets.

Neutral disclosure: supplies the financial schedules investors use to model the transaction.

Exhibit 99.2 is the unaudited pro forma combined financial information, which is necessary to evaluate combined period results for the three months ended March 31, 2026 and March 31, 2025. The pro forma schedules will show the accounting adjustments related to the acquisition.

Material financial impacts depend on figures inside the exhibits—purchase price allocation, transaction-related expenses, and any fair-value adjustments; those specifics are not in this summary and must be read in Exhibits 99.1 and 99.2.

Report date May 20, 2026 Date of this Form 8-K filing
Statement date March 31, 2026 As of date for combined financial statements and pro forma information
Prior balance date December 31, 2025 As of date for Thramann combined financial statements
Exhibit numbers Exhibit 99.1; Exhibit 99.2 Attached unaudited statements and pro forma schedules
Unaudited pro forma combined financial information financial
"Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of March 31, 2026"
Unaudited combined financial statements financial
"Unaudited combined financial statements of Thramann Holdings, LLC as of March 31, 2026 and December 31, 2025"
Incorporated by reference regulatory
"which are included in Exhibit 99.1 hereto and are incorporated herein by reference"

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): May 20, 2026

 

AUDDIA INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-40071   45-4257218

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

1680 38th Street, Suite 130    
Boulder, Colorado   80301
(Address of principal executive offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (303) 219-9771

 

Not Applicable

Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☒ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class Trading Symbol(s) Name of exchange on which registered
Common Stock AUUD The Nasdaq Stock Market LLC

  

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

   

 

 

Item 9.01. Financial Statements and Exhibits.

 

(a) Financial statements of businesses acquired.

 

Unaudited financial statements of Thramann Holdings, LLC and its combined and consolidated subsidiaries as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025, and the notes related thereto, which are included in Exhibit 99.1 hereto and are incorporated herein by reference.

 

(b) Pro forma financial information.

 

Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of March 31, 2026, and for the three months ended March 31, 2026 and 2025, and the notes related thereto, which are included in Exhibit 99.2 hereto and are incorporated herein by reference.

 

Exhibit
Number

  
Description
     
99.1   Unaudited combined financial statements of Thramann Holdings, LLC as of March 31, 2026 and December 31, 2025 and for the three months ended March 31, 2026 and 2025.
99.2   Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of March 31, 2026, and for the three months ended March 31, 2026 and 2025.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

 

 2 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

     
  AUDDIA INC.
     
May 20, 2026 By: /s/ John E. Mahoney
    John E. Mahoney
    Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 3 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Auddia Inc. (AUUD) disclose about Thramann Holdings in this 8-K?

The company disclosed unaudited combined financial statements and pro forma combined financial information. Exhibits 99.1 and 99.2 contain the March 31, 2026 and December 31, 2025 statements and pro forma schedules incorporated by reference.

Do the exhibits include audited financials for Thramann Holdings?

No, the filing describes the attached statements as unaudited. The exhibits are unaudited combined financial statements as of March 31, 2026 and December 31, 2025, and related notes.

What periods are covered by the pro forma combined information?

Pro forma combined information is presented as of March 31, 2026 and for the three months ended March 31, 2026 and March 31, 2025. The filing references these periods in Exhibit 99.2.

Where can I find purchase accounting impacts for the acquisition?

Purchase accounting adjustments and pro forma effects should be in Exhibit 99.2, the unaudited pro forma combined financial information. The 8-K itself references these exhibits but does not disclose the numeric adjustments directly.