Auddia (NASDAQ: AUUD) extends LOI exclusivity in Thramann merger talks

Rhea-AI Filing Summary

Auddia Inc. updated its plans for a potential business combination with Thramann Holdings, LLC. On December 12, 2025, the parties agreed to extend their exclusivity period for negotiating a definitive business combination agreement, and this exclusivity will now expire on January 16, 2026.

The non-binding letter of intent outlines a structure in which Auddia would become a public holding company trading under a new name and ticker symbol, with both Auddia and the portfolio companies of Thramann Holdings becoming subsidiaries. Any transaction would require a definitive agreement and customary closing conditions, including board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for Auddia common stock to be issued in the combination, and continued listing of the combined company’s common stock on Nasdaq.

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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): December 12, 2025

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	Nasdaq Stock Market
Common Stock Warrants	AUUDW	Nasdaq Stock Market

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 8.01. Other Events.

As previously disclosed, on August 5, 2025, the Company issued a press release announcing that it had entered into a non-binding letter of intent (“LOI”) for a proposed business combination between the Company and Thramann Holdings, LLC (“Holdings”). The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.

The parties agreed to a 30-day exclusivity period (expiring September 3, 2025) to negotiate a definitive business combination agreement, which will include customary closing conditions such as board and stockholder approvals, regulatory approvals, effectiveness of a registration statement relating to the issuance of Auddia common stock in the business combination and continued listing of the combined company’s common stock on Nasdaq.

On September 3, 2025, the parties agreed to a 45-day extension of the exclusivity period (which expired 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.

On December 12, 2025, the parties agreed to an additional extension of the exclusivity period (which will now expire on January 16, 2026).

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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.
December 15, 2025	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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FAQ

What did Auddia Inc. (AUUD) disclose about its agreement with Thramann Holdings?

Auddia Inc. disclosed that on December 12, 2025 it agreed with Thramann Holdings, LLC to extend the exclusivity period under their non-binding letter of intent for a proposed business combination.

When does the extended exclusivity period between Auddia and Thramann Holdings end?

The exclusivity period for negotiating a definitive business combination agreement between Auddia and Thramann Holdings has been extended to expire on January 16, 2026.

What business combination structure is contemplated in Auddias LOI with Thramann Holdings?

The non-binding LOI contemplates a business combination where Auddia becomes a public holding company trading under a new name and ticker symbol, and the portfolio companies of Thramann Holdings together with Auddia become subsidiaries of that public holding company.

What approvals and conditions are required before Auddias proposed deal with Thramann Holdings can close?

Any transaction would require a definitive agreement and customary closing conditions, including board and stockholder approvals, regulatory approvals, effectiveness of a registration statement for the issuance of Auddia common stock in the business combination, and continued Nasdaq listing of the combined companys common stock.

Is the letter of intent between Auddia and Thramann Holdings binding?

No. The document is described as a non-binding letter of intent, meaning the proposed business combination terms remain subject to negotiation and execution of a definitive agreement.