Auddia (AUUD) outlines Thramann reverse recap and $12M equity financing

Rhea-AI Filing Summary

Auddia Inc. filed an 8-K providing detailed financial information for its planned business combination with Thramann Holdings. The filing includes unaudited combined and consolidated financials for Thramann, which is pre-revenue and recorded net losses of $245,509 in Q1 2026 and $105,721 in Q1 2025, raising going concern doubts.

Thramann’s assets were $2.8 million as of March 31, 2026, largely driven by $2.8 million of intangible assets tied to patents and software, funded by consideration payable of $1.8 million. The filing also presents unaudited pro forma combined financials showing the merger will be accounted for as a reverse recapitalization, with Thramann as the accounting acquirer.

Pro forma data illustrate a planned $12.0 million equity financing for Auddia and issuance of $3.5 million of Pubco notes to Thramann’s owner. Auddia shareholders are expected to own about 20% of the combined company at closing, with the remainder held primarily by Jeff Thramann, subject to net cash and other adjustments.

Insights

Equity capital markets analyst

Filing adds detailed merger and pro forma visibility but confirms a loss-making, pre-revenue platform.

The filing clarifies that the Auddia–Thramann merger will be treated as a reverse recapitalization, making Thramann the accounting acquirer. Pro forma balance sheets incorporate a planned $12.0 million equity raise and $3.5 million in Pubco notes to Thramann’s owner, alongside new preferred stock.

Thramann brings $2.8 million of intangible assets and operating platforms across AI travel, physician-led care, and solar-powered AI infrastructure, but remains pre-revenue and loss-making, with going concern language. The combined pro forma statements show continued operating losses in Q1 2026 and 2025, even after adjustments.

Ownership will heavily favor Thramann’s current owner, with Auddia shareholders expected to hold roughly 20% at closing. Future company filings describing closing status, final financing terms, and any changes to ownership percentages will be important to interpret the completed capital structure and risk profile.

8-K Event Classification

Item 9.01 — Financial Statements and Exhibits

1 item

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Thramann total assets: $2,786,743 Thramann net loss Q1 2026: $245,509 Consideration payable for patents: $1,765,465 +5 more

8 metrics

Thramann total assets $2,786,743 As of March 31, 2026 balance sheet

Thramann net loss Q1 2026 $245,509 Three months ended March 31, 2026

Consideration payable for patents $1,765,465 Remaining payments due as of March 31, 2026

Thramann intangible assets $2,774,743 Net intangible assets as of March 31, 2026

Planned equity financing $12.0 million Pro forma equity raise assumed for merger closing

Pubco notes to Thramann owner $3.5 million Principal amount in merger consideration

Pro forma combined Q1 2026 net loss $3,027,062 Auddia and Thramann unaudited pro forma combined

Pro forma equity value $10,451,259 Total pro forma equity value after merger

Key Terms

reverse recapitalization, consideration payable, going concern, ASC 606, +2 more

6 terms

reverse recapitalization financial

"The Merger is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP"

A reverse recapitalization is a way for a privately held company to become publicly traded by taking control of an existing public company and swapping ownership rather than going through a traditional public offering. For investors it matters because it can quickly change who controls a company and reshape its share structure and value — like a homeowner swapping houses and keys rather than building a new one — so it can create sudden shifts in stock supply, dilution and market expectations.

consideration payable financial

"As of March 31, 2026 and December 31, 2025, the remaining payments due amounted to $1,765,465 and $75,000, respectively, and were recorded as consideration payable"

going concern financial

"These conditions provide doubt about the entity’s ability to continue as a going concern"

A going concern is a business that is expected to continue its operations and meet its obligations for the foreseeable future, rather than shutting down or selling off assets. This assumption matters to investors because it indicates stability and ongoing profitability, making the business a more reliable investment. Think of it as believing a restaurant will stay open and serve customers, rather than closing down suddenly.

ASC 606 financial

"Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers"

A U.S. accounting standard that sets consistent rules for when and how companies record revenue from contracts with customers, focusing on the transfer of promised goods or services. It matters to investors because it affects the timing and amount of reported sales and profit—like deciding whether a contractor can count payment when a job starts, progresses, or finishes—so it improves comparability and helps assess a company's true economic performance.

pro forma condensed combined financial information financial

"The following summary Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026"

Business Combination Agreement financial

"other information relating to Auddia and Thramann Holdings included in this proxy statement/prospectus, including the Business Combination Agreement"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Understanding 8-K Material Events →

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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): 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

Exhibit 99.1

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 AND 2025

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2026 and 2025

TABLE OF CONTENTS

		Page
Financial Statements:
Combined and Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		2
Combined and Consolidated Statements of Operations for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		3
Combined and Consolidated Statements of Changes in Members’ Equity for the Three Months Ended March 31, 2026 and 2025 (unaudited)		4
Combined and Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025 (Unaudited)		5
Notes to Combined Financial Statements		6

1

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED AND CONSOLIDATED BALANCE SHEETS

		March 31, 2026				December 31, 2025
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	12,000			$	15,204
Total Current Assets			12,000				15,204
NONCURRENT ASSETS:
Intangible assets, net			2,774,743				1,052,464
Total Noncurrent Assets			2,774,743				1,052,464
TOTAL ASSETS		$	2,786,743			$	1,067,668
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Consideration payable		$	450,000			$	75,000
Accrued expenses			376,443				219,824
Total Current Liabilities			826,443				294,824
NONCURRENT LIABILITIES
Consideration payable, net of current			1,315,465				–
Total Non-current Liabilities			1,315,465				–
TOTAL LIABILITIES			2,141,908				294,824
MEMBERS' EQUITY
Members' equity			644,835				772,844
Total Members' Equity			644,835				772,844
TOTAL LIABILITIES AND MEMBERS' EQUITY		$	2,786,743			$	1,067,668

See Accompanying Notes to Financial Statements.

2

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Three Months Ended
		March 31, 2025				March 31, 2026
Operating expenses:
General and Administrative		$	18,539			$	70,110
Amortization Expense			80,685				35,611
Transaction Costs			146,285				–
Total operating expenses			245,509				105,721
Operating income (loss)			(245,509	)			(105,721	)
Net income (loss)		$	(245,509	)		$	(105,721	)

See Accompanying Notes to Financial Statements.

3

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

Balance, December 31, 2024		$	638,839
Contributions			303,090
Net loss			(105,721	)
Balance, March 31, 2025		$	836,208
Balance, December 31, 2025		$	772,844
Contributions			117,500
Net loss			(245,509	)
Balance, March 31, 2026		$	644,835

See Accompanying Notes to Financial Statements.

4

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Three Months Ended
		March 31, 2026				March 31, 2025
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss		$	(245,509	)		$	(105,721	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Amortization			80,685				35,611
Changes in operating assets and liabilities
Accrued expenses			156,620				(15,631	)
Net Cash (Used in) Operating Activities			(8,204	)			(85,741	)
CASH FLOW FROM FINANCING ACTIVITIES:
Member contributions			117,500				303,090
Consideration payable			(112,500	)			(225,000	)
Net Cash Provided by Financing Activities			5,000				78,090
NET INCREASE (DECREASE) IN CASH			(3,204	)			(7,651	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			15,204				20,900
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	12,000			$	13,249
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest		$	–			$	–
Income taxes		$	–			$	–
NONCASH TRANSACTIONS
Acquisition of patent with the assumption of consideration payable		$	1,802,964			$	–

See Accompanying Notes to Financial Statements.

5

Thramann Holdings LLC AND SUBSIDIARIES

NOTES TO unaudited COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2026 and 2025

Note 1 - Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

Principal Business Activity

Thramann Holdings (“the Company”) is a single member Colorado LLC formed in 2005 as part of a wealth management strategy to transfer a percentage of the equity interests Jeff Thramann held Lanx, ProNerve, and U.S. Radiosurgery, three private companies he had founded. Before the transfer could be consummated, all three entities were sold for a combined total of $223M and the founder’s equity position was liquidated. Thramann Holdings was maintained as a single member Colorado LLC in good standing as it was thought the entity might prove useful in the future.

On September 16, 2025, Thramann Holdings entered into a Contribution Agreement to receive 100% ownership of three single member Colorado LLCs founded and fully owned by Jeff Thramann. The entities contributed to Thramann Holdings were LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC. The purpose of the transfer was to prepare Thramann Holdings for a proposed business combination with Auddia (Nasdaq: AUUD).

Aside from serving as a holding company for LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC, Thramann Holdings has not, and does not, conduct any business.

On February 17, 2026, Auddia, acting upon the recommendation of its special committee of independent directors, entered into a definitive merger agreement for a business combination between Auddia and the Company

Auddia shareholders are expected to own approximately 20% of the combined company at closing.  Approximately 80% of the combined company is expected to be owned at closing by Jeff Thramann. The consideration payable to Mr. Thramann by the combined company will be a combination of (i) convertible preferred stock and (ii) non-convertible debt.

The exact percentage of the combined company that shareholders will own after completion of the merger is subject to adjustment based on Auddia’s net cash at the time of closing. The closing of the merger will be conditioned on Auddia having at least $12 million net cash on hand at closing in order to provide cash runway to fund the combined company to key future business milestones.

Voyex, LLC (“Voyex”) is a single member limited liability company (LLC) organized under the laws of the state of Colorado.  Voyex is an AI-native digital travel agency that is leveraging agentic AI, an integrated fintech platform, and private aviation resources to optimize the travel experience for customers. Voyex addresses air traveler flight delays and cancellation disruptions through FlightFix, an application Voyex is building that aims to track flight itineraries in real time while using AI to predict delays and cancellations, and to communicate with passengers about alternative flight options. Voyex is aiming to build an MVP that includes incorporating AI models to predict travel delays, chatbots to communicate with customers, and the development of an AI agent and integrated fintech platform to evolve into handling the complete rebooking process.

Influence Healthcare, LLC (“Influence Healthcare”) is a single member LLC organized under the laws of the state of Colorado. The core mission of Influence Healthcare is to empower physicians to manage entire care episodes, recognizing their unique qualifications and direct involvement in patient outcomes. Influence Healthcare contracts directly with payers and partners with physicians, hospitals, ambulatory surgical centers, and digital health vendors to deliver bundled care services. Influence Healthcare’s model prioritizes physician-led decision-making and care coordination, aiming to deliver high-quality outcomes at lower costs.

6

LT350, LLC (“LT350”) is a single member LLC organized under the laws of the state of Colorado. LT350 is a single member LLC organized under the laws of the state of Colorado. LT350 is a platform infrastructure company leveraging a proprietary solar parking lot canopy that integrates modular plug & play cartridges into the ceiling of the canopies to reinvent large and rapidly growing market verticals. Its cloud infrastructure cartridges house the servers and GPUs needed to deploy distributed AI data centers to support AI training and inference, battery storage cartridges house batteries to lower the power costs of AI data centers and provide grid services to local utilities, smart invertor cartridges deploy solar energy to the GPUs and batteries in the canopies or to the grid, EV charging cartridges house the components to charge EVs.  LT350’s operations are centered on innovation in clean energy deployment, targeting both commercial and municipal clients seeking reliable and environmentally conscious charging technologies.

Basis of Accounting

The accompanying combined and consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Principles of Combination and Consolidation

The combined and consolidated financial statements referred to as Thramann Holdings LLC includes the accounts of LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC (collectively, the Company) all of which are related through common ownership and control. Intercompany balances and transactions have been eliminated in the combination.

Cash and Cash Equivalents

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less.

Estimates

The preparation of combined and consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined and consolidated financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Software Development Costs

Financial accounting standards board (“FASB”) Accounting Standards Codification (“ASC”) 350-40 Internal use software, specifies that capitalization of internally developed software occurring during the application development stage. Once a project has reached application development, direct incremental, internal and external costs are capitalized until the software is substantially complete and ready to be placed into service. The costs are amortized over their expected usefulness of life of five years.

Research and development costs that do not qualify as capitalized software costs are expensed as incurred.

Long lived assets, such as patents, Software development costs, and other software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the asset. On March 31, 2026 and December 31, 2025, the Company concluded that there has been no indication of impairment to the carrying value of its long-lived assets. As such, no impairment has been recorded.

7

Patents

We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis over 7 to 20 years, which represents the estimated useful lives of the patents. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.

Revenue Recognition

Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority.

Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.

Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided.

Income Taxes

The Companies are single-member limited liability companies and are recognized as partnerships for federal and state income tax purposes. As partnerships, items of income, gains, losses, deductions, and credits are passed through to the member each year and reported on the member’s respective tax returns; accordingly, no provision for federal or state income taxes has been recorded in these combined and consolidated financial statements.

The Companies are subject to examination by federal and state tax authorities for all open tax years. Management believes that any potential liability for income taxes, including related interest and penalties, would not have a material impact on the combined and consolidated financial statements.

The Companies apply the provisions of ASC 740, Income Taxes, in evaluating uncertain tax positions. Management has analyzed the Companies’ tax positions and has determined that there are no uncertain tax positions that require recognition or disclosure in the combined and consolidated financial statements.

Utilization of net operating loss carryforwards and other tax attributes may be subject to limitations under federal and state tax law, including changes in ownership or other restrictions, which could affect the timing and amount of future tax benefits.

8

Transaction Costs

The Company has incurred costs of $146,285 and $0 for the three months ended March 31, 2026 and 2025, respectively, for contemplating a merger with Auddia, Inc.

Note 2 -- Going Concern

The Company recognized operating losses of $245,509 and $105,721 for the three months ended March 31, 2026 and 2025, respectively. The Company is also pre-revenue and has no income generation. These conditions provide doubt about the entity’s ability to continue as a going concern. Historically, the Company’s member has provided the necessary support to fund the operations and activities of the Company.

The Company’s future operations are ultimately dependent upon the market acceptance of the Company’s services and future revenues generated as well as its ability to manage its cash outflows from operations. If the Company does not achieve expected revenue levels or is unable to manage its cash outflows from operations, the Company will be required to obtain additional financing from its current member or other sources. In the event the Company requires additional financing, there can be no guarantee that the Company will successfully obtain the additional equity or debt financing in amounts and with terms acceptable to the Company.

Note 3 – Intangible Assets

Intangible assets, net, consisted of the following as of:

		Life (in years)		March 31, 2026				December 31, 2025
Patents		7-20		$	3,092,152			$	1,289,187
Software		5			33,444				33,444
Subtotal					3,125,596				1,322,631
Less: Accumulated Amortization					(350,853	)			(270,167	)
Total intangible assets, net				$	2,774,743			$	1,052,464

Future estimated amortization expense of intangibles as of March 31, 2026 is as follows:

Period Ended March 31,		Amount
2026		$	203,178
2027			270,904
2028			270,904
2029			270,904
2030			270,904
Thereafter			1,487,949
Total intangible assets, net		$	2,774,743

Total amortization was $80,685 and $35,611 for the three months ended March 31, 2026 and 2025, respectively.

9

Note 4 – Accrued Expenses

Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the combined and consolidated balance sheets. Accrued expenses consist of estimated legal and consulting fees.

Note 5 – Consideration Payable

On May 9, 2024, the Company entered into a patent purchase agreement in the amount of $1,000,000 upfront commitment and three separate milestone payment commitments totaling $1,840,464 in exchange for reaching certain milestone events. As of March 31, 2025, $300,000 of the upfront commitment was due. Management concluded that, due to uncertainty and timing surrounding FDA application and approval as of March 31, 2025, the probability of the milestone commitments could not be reasonably determined and, accordingly, no accrual was recorded.

In February 2026, the Company amended the patent purchase agreement to remove the milestones contingencies and obligate the Company fully for patent purchase agreement for a remaining amount of $1,802,965. In exchange, the Company would make quarterly payments of $112,500 until the commitment is paid in full.

As of March 31, 2026 and December 31, 2025, the remaining payments due amounted to $1,765,465 and $75,000, respectively, and were recorded as consideration payable on the combined and consolidated balance sheet. The corresponding amounts were recorded as an intangible asset on the balance sheet. The consideration payable does not bear interest.

Future maturities of this consideration payable:

Period Ended March 31,		Amount
2026		$	337,500
2027			450,000
2028			450,000
2029			450,000
2030			77,965
Total intangible assets, net		$	1,765,465

Note 6 – Equity

Voyex, LLC, Influence Healthcare, LLC, and LT 350, LLC are single member LLCs with one owner of the member’s equity of each entity. The sole member’s equity consists of capital contributions and the cumulative effect of net income or loss and distributions. No shares of stock are issued, and there are no other equity holders. The sole member has full control over the operations and financial decisions of the Company.

During the three months ended March 31, 2026, member equity consisted of $117,500 in contributions. During the three months ended March 31, 2025, member equity consisted of $303,090 in contributions.

Note 7 – Commitments and Contingencies

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, there are no such matters and therefore the ultimate resolution of these matters is not expected to have a material adverse effect on the Company's financial position, results of operations or liquidity.

The Company did not have any lease obligations as of March 31, 2026 and December 31, 2025, that resulted in a lease liability or right-of-use-asset.

10

Note 8 – Segment Reporting

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company at the subsidiary level to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has three operating segments with some general and administrative expenses held at the holding company level. To evaluate each reportable segment, the CODM uses operating expenses as a measure of profit and loss.

Segment Assets		March 31, 2026				December 31, 2025
LT350		$	207,518			$	209,789
Influence Healthcare			2,571,709				845,182
Voyex			7,516				12,697
Total Assets		$	2,786,743			$	1,067,668
Segment Operating Expense			March 31, 2026				March 31, 2025
LT350		$	5,813			$	12,650
Influence Healthcare			84,175				52,505
Voyex			15,328				40,566
Thramann Holdings			140,193				–
Total Operating Expense		$	245,509			$	105,721

Note 9 – Subsequent Events

Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued on May 15, 2026. Based upon this review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

11

Exhibit 99.2

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026, and the summary Unaudited Pro Forma Condensed Combined Statements of Operations for the periods ended March 31, 2026 and 2025, respectively, present the combination of (a) the financial information of McCarthy Finney, a Delaware corporation (“Pubco,” or “McCarthy Finney”), Thramann Holdco Corp., a Delaware corporation (“Thramann Holdings”), Thramann Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Thramann Holdings (“Thramann Merger Sub”) and Auddia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Auddia (“Auddia Merger Sub”) and (b) the assumed offering and related adjustments described in the accompanying notes to the Unaudited Pro Forma Condensed Combined Financial Information, and have been prepared in accordance with Article 11 of Regulation S-X.

The summary Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026 combines the historical balance sheet of Auddia and Thramann Holdings on a pro forma basis as if the Business Combination and S-1 Financing, summarized below, had been consummated on March 31, 2026. The summary Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026 and 2025, respectively, combine the historical statements of operations of Auddia and Thramann Holdings for such period on a pro forma basis as if the transaction, summarized below, had been consummated on January 1, 2026 and 2025, the beginning of the earliest period presented:

	·	All issued and outstanding common stock of Auddia will be converted into the right to receive Pubco common stock;
	·	All issued and outstanding preferred stock of Auddia will be converted into the right to receive Pubco preferred stock;
	·	All equity interests of Thramann Holdings will be converted into the right to receive (x) Pubco special preferred stock and (y) $3.5 million principal amount of Pubco notes.

The summary unaudited pro forma condensed combined financial information is based on and should be read in conjunction with the historical financial statements of each of Auddia and Thramann Holdings and the notes thereto, which are included elsewhere in this proxy/registration statement, as well as the disclosures contained in the sections titled “Auddia Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Thramann Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

1

Summary Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026:

Auddia Inc. and Thramann Holdings LLC

Unaudited Pro Forma Condensed Combined Detailed Balance Sheet

March 31, 2026

		As of March 31, 2026
		Historical																				Transaction Adjustment								Proforma
		Auddia Inc. (Historical)				(A) Equity Financing				Auddia Inc. Subtotal including (A) Equity Financing				Thramann Holdings				Combined including (A) Equity Financing				Preferred Stock & Warrant Holder Redemptions (B)				Merger acquisition adjustments (C)				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents		$	1,413,387				11,034,994			$	12,448,381			$	12,000			$	12,460,381				(71,767	)			–			$	12,388,614
Accounts receivable, net			96				–				96				–				96				–				–				96
Prepaid assets			93,169				–				93,169				–				93,169				–				–				93,169
Other current assets			10,039				–				10,039				–				10,039				–				–				10,039
Total current assets			1,516,691				11,034,994				12,551,685				12,000				12,563,685				(71,767	)			–				12,491,918
Noncurrent assets:			–
Property and equipment, net of accumulated depreciation			5,767				–				5,767				–				5,767				–				–				5,767
Intangible assets, net of accumulated amortization			33,075				–				33,075				2,774,743				2,807,818				–				–				2,807,818
Software development costs, net of accumulated amortization			1,673,853				–				1,673,853				–				1,673,853				–				–				1,673,853
Operating lease right of use asset			36,514				–				36,514				–				36,514				–				–				36,514
Deferred offering costs			233,728				–				233,728				–				233,728				–				–				233,728
Total noncurrent assets			1,982,937				–				1,982,937				2,774,743				4,757,680				–				–				4,757,680
Total Assets			3,499,628				11,034,994				14,534,622				2,786,743				17,321,365				(71,767	)			–				17,249,598
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities			602,163				–				602,163				376,443				978,606				–				500,000				1,478,606
Consideration payable			–				–				–				450,000				450,000				–				–				450,000
Note payable			15,130				–				15,130				–				15,130				–				3,500,000				3,515,130
Current portion of operating lease liability			41,303				–				41,303				–				41,303				–				–				41,303
Total current liabilities			658,596				–				658,596				826,443				1,485,039				–				4,000,000				5,485,039
Non-current liabilities:
Consideration payable, net of current			–				–				–				1,315,465				1,315,465				–				–				1,315,465
Non-current operating lease liability			3,658				–				3,658				–				3,658				–				–				3,658
Total non-current liabilities			3,658				–				3,658				1,315,465				1,319,123				–				–				1,319,123
Total liabilities			662,254				–				662,254				2,141,908				2,804,162				–				4,000,000				6,804,162
Shareholders' Equity
New Pubco Preferred Stock - $1,000 stated value - Thramann			–				–				–				–				–				–				5,143,711				5,143,711
New Pubco Common stock - $0.001 par value - Auddia			–				–				–				–				–				–				1,373,708				1,373,708
Series C Preferred stock - $0.001 par value, 750 shares issued and outstanding as of December 31, 2025			1				–				1				–				1				(1	)			–				–
Common stock - $0.001 par value, 100,000,000 authorized and 500,914 shares issued and outstanding as of March 31, 2026			501				5,085				5,586				–				5,586				217				(5,803	)			–
Additional paid-in capital			102,432,091				11,029,909				113,462,000				644,835				114,106,835				(71,983	)			(110,106,835	)			3,928,017
Accumulated deficit			(99,595,219	)			–				(99,595,219	)			–				(99,595,219	)			–				99,595,219				–
Total equity			2,837,374				11,034,994				13,872,368				644,835				14,517,203				(71,767	)			(4,000,000	)			10,445,436
Total equity and liabilities		$	3,499,628			$	11,034,994			$	14,534,622			$	2,786,743			$	17,321,365			$	(71,767	)		$	–			$	17,249,598

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

	(A)	Reflects $12.0 million of equity financing to be raised by Auddia Inc. needed in order to consummate business combination. Assuming 5.085 million shares issued at $2.36 per share. Reported net of issuance costs.
	(B)	Includes Series C Preferred Stock and Warrant Holder Redemptions
	(C)	Represents recapitalization of Auddia's historical equity and accumulated deficit and the New Pubco preferred and common stock to be issued and transaction costs.

2

Summary Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2026:

Auddia Inc. and Thramann Holdings LLC

Unaudited Pro Forma Condensed Combined Detailed Statement of Operations

As of March 31, 2026

		As of March 31, 2026												Pro Forma Adjustments								As of March 31, 2026
		Auddia Inc.				Thramann Holdings LLC				Combined (Historical)				Transaction Costs (other) (AA)				Total Pro Forma Adjustments				Pro Forma Combined
Revenue		$	–			$	–			$	–			$	–			$	–			$	–
Operating expenses
Direct cost of services			55,164				–				55,164				–				–				55,164
Sales and marketing			450,446				–				450,446				–				–				450,446
Research and development			284,984				–				284,984				–				–				284,984
General and administrative			789,075				18,539				807,614				–				–				807,614
Restructuring			472,689				–				472,689				–				–				472,689
Depreciation and amortization			236,096				80,685				316,781				–				–				316,781
Transaction costs			–				146,285				146,285				500,000				500,000				646,285
Total operating expenses			2,288,454				245,509				2,533,963				500,000				500,000				3,033,963
Loss from operations			(2,288,454	)			(245,509	)			(2,533,963	)			(500,000	)			(500,000	)			(3,033,963	)
Other income (expense):
Interest expense			6,901				–				6,901				–				–				6,901
Total other income (expense)			6,901				–				6,901				–				–				6,901
Net loss before income taxes			(2,281,553	)			(245,509	)			(2,527,062	)			(500,000	)			(500,000	)			(3,027,062	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(2,281,553	)		$	(245,509	)		$	(2,527,062	)		$	(500,000	)		$	(500,000	)		$	(3,027,062	)

Net loss per share attributable to common shareholders
Basic and diluted		$	(5.09	)		$	–
Weighted average common shares outstanding
Basic and diluted			448,084				–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(AA) Represents estimated transaction costs.

3

Summary Unaudited Pro Forma Condensed Combined Statement of Operations for the Three Months Ended March 31, 2025:

Auddia Inc. and Thramann Holdings LLC

Unaudited Pro Forma Condensed Combined Detailed Statement of Operations

For the Period Ended March 31, 2025

		For the Period Ended March 31, 2025												Pro Forma Adjustments								For the Period Ended March 31, 2025
		Auddia Inc.				Thramann Holdings LLC				Combined (Historical)				Transaction Costs (other) BB				Total Pro Forma Adjustments				Pro Forma Combined
Revenue		$	–			$	–			$	–							$	–			$	–
Operating expenses
Direct cost of services			55,571				–				55,571				–				–				55,571
Sales and marketing			235,441				–				235,441				–				–				235,441
Research and development			396,703				–				396,703				–				–				396,703
General and administrative			630,891				70,110				701,001				–				–				701,001
Depreciation and amortization			432,407				35,611				468,018				–				–				468,018
Transaction costs			–				–				–				500,000				500,000				500,000
Total operating expenses			1,751,013				105,721				1,856,734				500,000				500,000				2,356,734
Loss from operations			(1,751,013	)			(105,721	)			(1,856,734	)			(500,000	)			(500,000	)			(2,356,734	)
Other expense:
Interest expense			(1,552	)			–				(1,552	)			–				–				(1,552	)
Change in fair value of warrants			–				–				–				–				–				–
Total other expense			(1,552	)			–				(1,552	)							–				(1,552	)
Net loss before income taxes			(1,752,565	)			(105,721	)			(1,858,286	)			(500,000	)			(500,000	)			(2,358,286	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(1,752,565	)		$	(105,721	)		$	(1,858,286	)		$	(500,000	)		$	(500,000	)		$	(2,358,286	)

Net loss per share attributable to common shareholders
Basic and diluted		$	(29.69	)		$	–
Weighted average common shares outstanding
Basic and diluted			59,037				–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(BB) Represents estimated transaction costs.

4

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Basis of Presentation and Business Combination

The following unaudited pro forma combined condensed consolidated financial statements are based on the separate historical financial statements of Auddia and Thramann Holdings and give effect to the Business Combination, including pro forma assumptions and adjustments related to the Merger, as described in the accompanying notes to the unaudited pro forma combined condensed financial statements. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026, is presented as if the Merger had occurred on March 31, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations for the three months ended March 31, 2026 and 2025, respectively, gives effect to the Merger, as if it had been completed on January 1, 2026 and 2025. The historical financial information has been adjusted on a pro forma basis to reflect factually supportable items that are directly attributable to the Merger and, with respect to the Condensed Combined Statement of Operations only, expected to have a continuing impact on consolidated results of operations.

Merger

The Merger is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP because Thramann Holdings has been determined to be the accounting acquirer under FASB’s ASC 805, Business Combinations. Under this method of accounting, Auddia will be treated as the “acquired” company for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Thramann Holdings will become the historical financial statements of the newly merged company, and Auddia assets, liabilities and results of operations will be consolidated with Thramann Holdings beginning on the acquisition date. For accounting purposes, the financial statements of McCarthy Finney will represent a continuation of the financial statements of Thramann Holdings with the Merger being treated as the equivalent of Thramann Holdings issuing stock for the net assets of Auddia, accompanied by a recapitalization. The net assets of Auddia will be stated at historical values. Operations prior to the Merger will be presented as those of Thramann Holdings in future reports of McCarthy Finney. This determination is primarily based on the evaluation of the following facts and circumstances taken into consideration:

	·	Pre-business combination shareholders of Thramann Holdings will own a relatively larger portion in McCarthy Finney compared to the ownership to be held by the pre-business combination stockholders of Auddia;
	·	Thramann Holdings has the right to appoint a majority of McCarthy Finney directors; and
	·	The operations of Thramann Holdings prior to the transaction will comprise the only ongoing operations of McCarthy Finney.

Under the reverse recapitalization model, the business combination will be treated as Thramann Holdings issuing equity for the net assets of Auddia.

The Unaudited Pro Forma Condensed Combined Statement of Operations does not include the effects of the costs associated with any integration or restructuring activities resulting from the Business Combination. However, the Unaudited Pro Forma Condensed Consolidated Balance Sheet includes a pro forma adjustment to reduce cash and stockholders’ equity to reflect the payment of certain anticipated Business Combination costs.

The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Auddia and Thramann Holdings, adjusted to give effect to the Merger and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2026 combines the adjusted balance sheet of Auddia with the historical Condensed Consolidated Balance Sheet of Thramann Holdings on a pro forma basis as if the Acquisition Merger and the other events contemplated by the Business Combination Agreement, summarized below, had been consummated on March 31, 2026.

5

The Unaudited Pro Forma Condensed Combined Statements of Operations for the three months ended March 31, 2026 and 2025, respectively, combines the historical unaudited statements of operations of Auddia for the years ended March 31, 2026 and 2025, respectively, with the historical Unaudited Condensed Consolidated Statement of Operations of Thramann Holdings for the periods, giving effect to the transaction as if the Merger and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2026 and 2025 respectively.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

	·	The historical unaudited financial statements of Auddia for the periods ended March 31, 2026 and 2025, respectively;
	·	The historical audited financial statements of Thramann Holdings as of and for the years ended December 31, 2025 and 2024, respectively; and
	·	other information relating to Auddia and Thramann Holdings included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof set forth thereof and the financial and operational condition of Auddia and Thramann Holdings (see “Auddia Management’s Discussion and Analysis of Financial Condition and Results of Operation” and “Thramann Holdings Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

The pro forma adjustments reflecting the consummation of the Business Combination are based on certain currently available information and certain assumptions and methodologies that management believes is reasonable under the circumstances. The unaudited condensed combined pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all the significant effects of the Business Combination based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and financial position would have been had the Business Combination taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of McCarthy Finney. The unaudited pro forma combined condensed financial information should be read in conjunction with the historical financial statements and notes thereto of Auddia and Thramann Holdings.

The unaudited pro forma condensed combined information contained herein assumes that Auddia’s stockholders approve the Business Combination.

The total number of shares outstanding as of March 31, 2026, giving effect to the Business Combination on a pro forma unaudited as adjusted basis for the Auddia common stockholders is 5,802,182.

6

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Balance Sheet

(including Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet)

As of March 31, 2026

		As of March 31, 2026
		Historical																				Transaction Adjustment								Proforma
		Auddia Inc. (Historical)				(A) Equity Financing				Auddia Inc. Subtotal including (A) Equity Financing				Thramann Holdings				Combined including (A) Equity Financing				Preferred Stock & Warrant Holder Redemptions (B)				Merger acquisition adjustments (C)				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents		$	1,413,387				11,034,994			$	12,448,381			$	12,000			$	12,460,381				(71,767	)			–			$	12,388,614
Accounts receivable, net			96				–				96				–				96				–				–				96
Prepaid assets			93,169				–				93,169				–				93,169				–				–				93,169
Other current assets			10,039				–				10,039				–				10,039				–				–				10,039
Total current assets			1,516,691				11,034,994				12,551,685				12,000				12,563,685				(71,767	)			–				12,491,918
Noncurrent assets:			–
Property and equipment, net of accumulated depreciation			5,767				–				5,767				–				5,767				–				–				5,767
Intangible assets, net of accumulated amortization			33,075				–				33,075				2,774,743				2,807,818				–				–				2,807,818
Software development costs, net of accumulated amortization			1,673,853				–				1,673,853				–				1,673,853				–				–				1,673,853
Operating lease right of use asset			36,514				–				36,514				–				36,514				–				–				36,514
Goodwill			–				–				–				–				–				–				–				–
Deferred offering costs			233,728				–				233,728				–				233,728				–				–				233,728
Total noncurrent assets			1,982,937				–				1,982,937				2,774,743				4,757,680				–				–				4,757,680
Total Assets			3,499,628				11,034,994				14,534,622				2,786,743				17,321,365				(71,767	)			–				17,249,598
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities			602,163				–				602,163				376,443				978,606				–				500,000				1,478,606
Consideration payable			–				–				–				450,000				450,000				–				–				450,000
Note payable			15,130				–				15,130				–				15,130				–				3,500,000				3,515,130
Current portion of operating lease liability			41,303				–				41,303				–				41,303				–				–				41,303
Stock awards liability			–				–				–				–				–				–				–				–
Total current liabilities			658,596				–				658,596				826,443				1,485,039				–				4,000,000				5,485,039
Non-current liabilities:
Consideration payable, net of current			–				–				–				1,315,465				1,315,465				–				–				1,315,465
Non-current operating lease liability			3,658				–				3,658				–				3,658				–				–				3,658
Total non-current liabilities			3,658				–				3,658				1,315,465				1,319,123				–				–				1,319,123
Total liabilities		$	662,254			$	–			$	662,254			$	2,141,908			$	2,804,162			$	–			$	4,000,000			$	6,804,162
Shareholders' Equity
New Pubco Preferred Stock - $1,000 stated value - Thramann			–				–				–				–				–				–				5,143,711				5,143,711
New Pubco Common stock - $0.001 par value - Auddia			–				–				–								–				–				1,373,708				1,373,708
Series C Preferred stock - $0.001 par value, 750 shares issued and outstanding as of December 31, 2025			1				–				1				–				1				(1	)			–				–
Common stock - $0.001 par value, 100,000,000 authorized and 500,914 shares issued and outstanding as of March 31, 2026			501				5,085				5,586				–				5,586				217				(5,803	)			–
Additional paid-in capital			102,432,091				11,029,909				113,462,000				644,835				114,106,835				(71,983	)			(110,106,835	)			3,928,017
Accumulated deficit			(99,595,219	)			–				(99,595,219	)			–				(99,595,219	)			–				99,595,219				–
Total equity			2,837,374				11,034,994				13,872,368				644,835				14,517,203				(71,767	)			(4,000,000	)			10,445,436
Total equity and liabilities		$	3,499,628			$	11,034,994			$	14,534,622			$	2,786,743			$	17,321,365			$	(71,767	)		$	–			$	17,249,598

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

	(A)	Reflects $12.0 million of equity financing to be raised by Auddia Inc. needed in order to consummate business combination. Assuming 5.085 million shares issued at $2.36 per share. Reported net of issuance costs.
	(B)	Includes Series C Preferred Stock and Warrant Holder Redemptions
	(C)	Represents recapitalization of Auddia's historical equity and accumulated deficit and the New Pubco preferred and common stock to be issued and transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

7

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations

(including Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations)

For the Three Months Ended March 31, 2026

		As of March 31, 2026												Pro Forma Adjustments								As of March 31, 2026
		Auddia Inc.				Thramann Holdings LLC				Combined (Historical)				Transaction Costs (other) (AA)				Total Pro Forma Adjustments				Pro Forma Combined
Revenue		$	–			$	–			$	–			$	–			$	–			$	–
Operating expenses
Direct cost of services			55,164				–				55,164				–				–				55,164
Sales and marketing			450,446				–				450,446				–				–				450,446
Research and development			284,984				–				284,984				–				–				284,984
General and administrative			789,075				18,539				807,614				–				–				807,614
Restructuring			472,689				–				472,689				–				–				472,689
Depreciation and amortization			236,096				80,685				316,781				–				–				316,781
Transaction costs			–				146,285				146,285				500,000				500,000				646,285
Total operating expenses			2,288,454				245,509				2,533,963				500,000				500,000				3,033,963
Loss from operations			(2,288,454	)			(245,509	)			(2,533,963	)			(500,000	)			(500,000	)			(3,033,963	)
Other income (expense):
Interest expense			6,901				–				6,901				–				–				6,901
Total other income (expense)			6,901				–				6,901				–				–				6,901
Net loss before income taxes			(2,281,553	)			(245,509	)			(2,527,062	)			(500,000	)			(500,000	)			(3,027,062	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(2,281,553	)		$	(245,509	)		$	(2,527,062	)		$	(500,000	)		$	(500,000	)		$	(3,027,062	)

Net loss per share attributable to common shareholders
Basic and diluted		$	(5.09	)		$	–
Weighted average common shares outstanding
Basic and diluted			448,084				–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(AA) Represents estimated transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

8

Unaudited Pro Forma Condensed Combined Statement of Operations

(including Adjustments to Unaudited Pro Forma Condensed Combined Statements of Operations)

For the Three Months Ended March 31, 2025

		For the Period Ended March 31, 2025												Pro Forma Adjustments								For the Period Ended March 31, 2025
		Auddia Inc.				Thramann Holdings LLC				Combined (Historical)				Transaction Costs (other) BB				Total Pro Forma Adjustments				Pro Forma Combined
Revenue		$	–			$	–			$	–							$	–			$	–
Operating expenses
Direct cost of services			55,571				–				55,571				–				–				55,571
Sales and marketing			235,441				–				235,441				–				–				235,441
Research and development			396,703				–				396,703				–				–				396,703
General and administrative			630,891				70,110				701,001				–				–				701,001
Depreciation and amortization			432,407				35,611				468,018				–				–				468,018
Transaction costs			–				–				–				500,000				500,000				500,000
Total operating expenses			1,751,013				105,721				1,856,734				500,000				500,000				2,356,734
Loss from operations			(1,751,013	)			(105,721	)			(1,856,734	)			(500,000	)			(500,000	)			(2,356,734	)
Other expense:
Interest expense			(1,552	)			–				(1,552	)			–				–				(1,552	)
Total other expense			(1,552	)			–				(1,552	)			–				–				(1,552	)
Net loss before income taxes			(1,752,565	)			(105,721	)			(1,858,286	)			(500,000	)			(500,000	)			(2,358,286	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(1,752,565	)		$	(105,721	)		$	(1,858,286	)		$	(500,000	)		$	(500,000	)		$	(2,358,286	)

Net loss per share attributable to common shareholders
Basic and diluted		$	(29.69	)		$	–
Weighted average common shares outstanding
Basic and diluted			59,037				–

The pro forma adjustments included in the unaudited pro forma condensed combined statement of operations are as follows:

(BB) Represents estimated transaction costs.

The accompanying notes are an integral part of this unaudited pro forma condensed combined financial information.

9

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1. Basis of Presentation and Accounting Policies

The Acquisition Merger is expected to be accounted for as a reverse recapitalization in accordance with GAAP because Thramann Holdings has been determined to be the accounting acquirer under ASC 805. Under this method of accounting, Auddia will be treated as the “acquired” company for financial reporting purposes. Accordingly, the consolidated assets, liabilities and results of operations of Thramann Holdings will become the historical financial statements of the newly merged company and Auddia’s assets, liabilities and results of operations will be consolidated with Thramann Holdings beginning on the acquisition date. For accounting purposes, the financial statements of McCarthy Finney will represent a continuation of the financial statements of Thramann Holdings with the Merger being treated as the equivalent of Thramann Holdings issuing stock for the net assets of Auddia, accompanied by a recapitalization. The net assets of Auddia will be stated at historical values. Operations prior to the Merger will be presented as those of Thramann Holdings in future reports of McCarthy Finney. Earnings per share information has not been presented in the pro forma financial information because Thramann Holdings, the accounting acquirer, historically does not present earnings per share, and the pro forma financial statements follow the form and content of its historical financial statements in accordance with Article 11 of Regulation S-X. Auddia has also considered the provisions of ASC 805 and section 12100 of the SEC’s Financial Reporting Manual (the “FRM”) in making the statements that the transaction is intended to be accounted for as a reverse recapitalization and that Auddia believes Thramann Holdings is the accounting acquirer.

Upon consummation of the Merger, McCarthy Finney will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of McCarthy Finney.

Note 2. Adjustments to Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of McCarthy Finney upon consummation of the Merger in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Merger occurred on the dates indicated, and does not reflect adjustments for any anticipated synergies, operating efficiencies, tax savings or cost savings. Any cash proceeds remaining after the consummation of the Merger and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of McCarthy Finney following the completion of the Merger. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of this unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed.

The unaudited pro forma condensed combined financial information contained herein assumes that the Auddia stockholders approve the Business Combination.

10

The following summarizes the pro forma shares of McCarthy Finney issued and outstanding immediately after the Merger:

		Number of Shares				% Ownership
Auddia stockholders - common			5,802,182				100%
Total			5,802,182				100%
Total Pro Forma Equity Value		$	10,451,259
Pro Forma Book Value Per Share		$	1.80

If the actual facts are different than these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different and those changes could be material.

Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial statements are described in the accompanying notes. The unaudited pro forma condensed combined financial statements have been presented for illustrative purposes only and are not necessarily indicative of the operating results and financial position that would have been achieved had the Merger occurred on the dates indicated. Further, the unaudited pro forma condensed combined financial statements do not purport to project the future operating results or financial position of McCarthy Finney following the completion of the Merger. The unaudited pro forma adjustments represent Thramann Holdings management’s estimates based on information available as of the dates of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

11

FAQ

What does Auddia (AUUD) disclose about the Thramann merger structure?

Auddia describes a merger where Thramann Holdings is the accounting acquirer under ASC 805, treated as a reverse recapitalization. Auddia’s assets and liabilities are combined with Thramann’s, and Thramann’s operations become the historical results of the new public entity, McCarthy Finney.

How will ownership be split in the Auddia–Thramann combined company?

Auddia states its shareholders are expected to own approximately 20% of the combined company at closing, while about 80% is expected to be owned by Jeff Thramann. The exact percentages can adjust based on Auddia’s net cash position at closing and other agreed conditions.

What financing is assumed in Auddia’s pro forma merger financials?

The pro forma balance sheet assumes Auddia raises about $12.0 million of equity financing by issuing roughly 5.085 million shares at $2.36 per share. Thramann’s owner also receives $3.5 million principal amount of Pubco notes as part of the overall merger consideration structure.

What is Thramann Holdings’ recent financial performance before the merger?

Thramann Holdings is pre-revenue and recorded net losses of $245,509 for the three months ended March 31, 2026, and $105,721 for the same period in 2025. Its assets totalled $2,786,743 at March 31, 2026, primarily intangible assets from patents and software development activities.

Does Thramann Holdings raise going concern issues in this filing?

Yes. Thramann notes operating losses of $245,509 and $105,721 for the three months ended March 31, 2026 and 2025, and no revenue. These conditions raise doubt about its ability to continue as a going concern without continued member support or future revenues from its business platforms.

What key liabilities and obligations does Thramann contribute to the combined entity?

Thramann’s balance sheet includes consideration payable of $1,765,465 related to a patent purchase agreement, with scheduled payments through 2030. It also shows accrued expenses and total liabilities of $2,141,908 at March 31, 2026, alongside commitments and contingencies typical for early-stage operating companies.

How do the pro forma results describe profitability after the Auddia–Thramann merger?

The unaudited pro forma combined statements show a net loss of $3,027,062 for the three months ended March 31, 2026, and $2,358,286 for the same period in 2025. These figures include both companies’ historical operating expenses plus $500,000 of additional transaction cost adjustments in each period.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 UNAUDITED COMBINED FINANCIAL STATEMENTS 127.1 KB
• EX-99.2 SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 403.9 KB

Other Documents

• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB