Auddia Inc. (AUUD) charts merger that leaves investors with minority stake

Rhea-AI Filing Summary

Auddia Inc. (AUUD) filed an 8‑K providing historical financials for Thramann Holdings LLC and detailed unaudited pro forma financials for the planned business combination to be effected through McCarthy Finney. Thramann will be the accounting acquirer in a reverse recapitalization under ASC 805.

Thramann is pre‑revenue and reported a net loss of $422,498 for the six months ended June 30, 2026, with a going‑concern warning. Total assets were $2.72 million, largely intangible assets and a patent bought via $1.79 million non‑interest‑bearing consideration payable. Auddia and affiliates have provided up to $1.4 million in 8% bridge notes to Thramann entities.

The merger is structured so Auddia shareholders are expected to own about 20% of the combined company at closing and entities affiliated with Jeff Thramann about 80%, subject to Auddia’s net cash. Auddia plans a $2.55 million equity financing, and closing requires at least $12 million net cash. On a pro forma basis at June 30, 2026, the combined company shows $11.9 million cash, equity of $9.5 million and a pro forma net loss of $6.18 million for the first half of 2026.

Positive

• None.

Negative

• Going‑concern risk: Thramann Holdings is pre‑revenue, incurred a $422,498 loss in six months and explicitly discloses substantial doubt about its ability to continue as a going concern.
• Significant pro forma losses: The combined Auddia/Thramann entity shows a pro forma net loss of $6,179,317 for the six months ended June 30, 2026, indicating a heavily loss‑making platform post‑merger.
• Dilution and control shift: After the merger, Auddia shareholders are expected to own about 20% of the combined company, with approximately 80% owned by Jeff Thramann, materially diluting current AUUD holders’ economic and voting interest.
• Leverage and funding dependence: Thramann and affiliates have up to $1,400,000 in 8% bridge notes from Auddia, and the patent acquisition adds $1,790,465 non‑interest‑bearing consideration payable, increasing obligations ahead of revenue.
• Financing and cash condition: The deal assumes Auddia raises $2.55 million in equity and requires at least $12 million net cash at closing, highlighting execution risk around external financing and cash preservation.

Filing Explained

Bridge funding of $920,728 was drawn, but the illustrative post-merger cash of $11.9 million remains below the $12 million closing condition.

The merger remains described as expected rather than completed; if completed, Auddia common would convert into Pubco common while Thramann equity would receive special preferred stock and $3.5 million of Pubco notes. The illustrative post-merger balance sheet shows $11,883,526 of cash, below the stated $12 million closing condition.

The bridge notes provide maximum aggregate availability of $1.4 million, but $920,728 had been funded by the filing date. The disclosure therefore establishes a partly drawn financing arrangement, not receipt of the full available amount.

The next resolution is shareholder approval and satisfaction of the $12 million net-cash condition; the filing also states that final pro forma adjustments may differ materially from these assumptions.

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, or exhibit attachments filed with this report.

Key Figures

Thramann total assets: $2,719,028 Thramann net loss: $422,498 Intangible assets, net: $2,707,584 +5 more

8 metrics

Thramann total assets $2,719,028 Thramann Holdings combined and consolidated balance sheet as of June 30, 2026

Thramann net loss $422,498 Six months ended June 30, 2026 combined and consolidated statement of operations

Intangible assets, net $2,707,584 Thramann Holdings balance sheet as of June 30, 2026

Patent consideration payable $1,790,465 Remaining obligation under amended patent purchase agreement as of June 30, 2026

Bridge notes maximum principal $1,400,000 Aggregate principal availability under July 2026 promissory notes from Auddia at 8% interest

Equity financing assumption $2,550,000 Pro forma adjustment (A) for Auddia equity raised at $2.36 per share

Pro forma cash balance $11,883,526 Auddia & Thramann unaudited pro forma condensed combined balance sheet as of June 30, 2026

Pro forma net loss $6,179,317 Pro forma combined statement of operations for six months ended June 30, 2026

Key Terms

reverse recapitalization, pro forma condensed combined financial information, agentic AI, 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.

pro forma condensed combined financial information financial

"The following summary Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026"

agentic AI technical

"Voyex is an AI-native digital travel agency that is leveraging agentic AI, an integrated fintech platform"

Agentic AI refers to computer systems that can make their own decisions and take actions without needing someone to tell them what to do each time. It's like giving a robot a degree of independence to solve problems or achieve goals on its own, which matters because it could change how we work and interact with technology in everyday life.

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.

Article 11 of Regulation S-X regulatory

"have been prepared in accordance with Article 11 of Regulation S-X"

going concern financial

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

Going concern is the accounting assumption that a company will keep operating and meeting its obligations for the foreseeable future. The phrase matters most when a company or its auditors disclose substantial doubt about it, a formal warning that the business may not have enough resources to continue without raising money, restructuring, or selling assets. That language in a filing or press release signals elevated financial risk.

FAQ

What business combination is Auddia Inc. (AUUD) pursuing with Thramann Holdings?

Auddia plans a merger where Thramann Holdings becomes the accounting acquirer in a reverse recapitalization through McCarthy Finney. Auddia’s assets and liabilities will be consolidated into Thramann’s historical financials, creating a combined company reflecting both businesses’ ongoing operations.

How will ownership of AUUD change after the Thramann merger?

At closing, Auddia shareholders are expected to own about 20% of the combined company, while entities affiliated with Jeff Thramann are expected to own about 80%. The exact percentages will adjust based on Auddia’s net cash at closing.

What going‑concern risks are disclosed for Thramann in the AUUD filing?

Thramann is pre‑revenue, with operating losses of $422,498 for the six months ended June 30, 2026, and no income generation. These factors lead management to state there is substantial doubt about Thramann’s ability to continue as a going concern absent additional funding.

What bridge financing has Auddia (AUUD) provided to Thramann entities?

In July 2026, Auddia agreed to provide up to $1,400,000 in 8% promissory notes across Thramann entities, funded in tranches. As of the filing date, approximately $920,728 had been funded, supporting operations ahead of the proposed merger closing.

What are the key pro forma financials for the combined Auddia and Thramann company?

On a pro forma basis as of June 30, 2026, the combined company shows $11,883,526 in cash, total equity of $9,508,240, and 6,883,690 shares outstanding, implying a $1.38 pro forma book value per share and a six‑month pro forma net loss of $6,179,317.

What conditions must Auddia (AUUD) meet for the Thramann merger to close?

Closing is conditioned on Auddia having at least $12 million net cash at closing, intended to fund key milestones. Auddia also plans a $2.55 million equity financing, assumed in the pro forma statements at $2.36 per share, net of issuance costs.

How large is Thramann Holdings’ patent obligation disclosed in the AUUD 8‑K?

Thramann amended a patent purchase agreement, leaving $1,790,465 due, payable in $112,500 quarterly installments. This remaining amount is recorded as consideration payable and capitalized as an intangible asset, increasing the company’s non‑current liabilities.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/19/2026 - 04:16 PM Accepted by SEC EDGAR 08/19/2026 - 04:15 PM Learn about SEC filing dates

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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): August 19, 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 June 30, 2026 and December 31, 2025 and for the six months ended June 30, 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 June 30, 2026, and for the six months ended June 30, 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 June 30, 2026 and December 31, 2025 and for the six months ended June 30, 2026 and 2025.
99.2		Unaudited pro forma combined financial information of Auddia Inc. and Thramann Holdings, LLC as of June 30, 2026, and for the six months ended June 30, 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.
August 19, 2026	By:	/s/ John E. Mahoney
		John E. Mahoney
		Chief Financial Officer

3

Exhibit 99.1

Thramann Holding LLC AND SUBSIDIARIES

COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 2026 AND 2025

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2026

TABLE OF CONTENTS

Financial Statements:
Combined and Consolidated Balance Sheets as of June 30, 2026 (Unaudited) and December 31, 2025	3
Combined and Consolidated Statements of Operations for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	4
Combined and Consolidated Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	5
Combined and Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)	6
Notes to Combined and Consolidated Financial Statements (Unaudited)	7

2

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED AND CONSOLIDATED BALANCE SHEETS

		June 30, 2026				December 31, 2025
		(Unaudited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents		$	11,444			$	15,204
Total Current Assets			11,444				15,204
NONCURRENT ASSETS:
Intangible assets, net			2,707,584				1,052,464
Total Noncurrent Assets			2,707,584				1,052,464
TOTAL ASSETS		$	2,719,028			$	1,067,668
LIABILITIES AND MEMBERS' EQUITY
CURRENT LIABILITIES
Consideration payable		$	550,000			$	75,000
Related party payable			–				–
Accrued expenses			423,584				219,824
Total Current Liabilities			973,584				294,824
NONCURRENT LIABILITIES
Consideration payable, net of current			1,240,465				–
Total Non-current Liabilities			1,240,465				–
TOTAL LIABILITIES			2,214,049				294,824
MEMBERS' EQUITY
Members' equity			504,979				772,844
Total Members' Equity			504,979				772,844
TOTAL LIABILITIES AND MEMBERS' EQUITY		$	2,719,028			$	1,067,668

See Accompanying Notes to Financial Statements.

3

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF OPERATIONS

		For the Six Months Ended
		June 30, 2026				June 30, 2025
Operating expenses:
General and Administrative		$	47,157			$	89,589
Amortization Expense			185,346				71,223
Transaction Costs			189,995				–
Total operating expenses			422,498				160,812
Operating income (loss)			(422,498	)			(160,812	)
Net income (loss)		$	(422,498	)		$	(160,812	)

See Accompanying Notes to Financial Statements.

4

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

Balance, December 31, 2024		$	638,839
Contributions			458,591
Net loss			(160,812	)
Balance, June 30, 2025		$	936,618
Balance, December 31, 2025		$	772,844
Contributions			161,010
Distributions			(6,377	)
Net loss			(422,498	)
Balance, June 30, 2026		$	504,979

See Accompanying Notes to Financial Statements.

5

THRAMANN HOLDINGS LLC AND SUBSIDIARIES

UNAUDITED COMBINED AND CONSOLIDATED STATEMENTS OF CASH FLOWS

		For the Six Months Ended
		June 30, 2026				June 30, 2025
CASH FLOW FROM OPERATING ACTIVITIES:
Net loss		$	(422,498	)		$	(160,812	)
Adjustments to reconcile net loss to cash (used in) operating activities:
Amortization			185,346				71,223
Changes in operating assets and liabilities
Accrued expenses			203,759				(34,441	)
Net Cash (Used in) Operating Activities			(33,393	)			(124,030	)
CASH FLOW FROM FINANCING ACTIVITIES:
Member contributions			161,010				458,591
Member distributions			(6,377	)			–
Consideration payable			(125,000	)			(337,500	)
Net Cash Provided by Financing Activities			29,633				121,091
NET INCREASE (DECREASE) IN CASH			(3,760	)			(2,939	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD			15,204				20,900
CASH AND CASH EQUIVALENTS AT END OF PERIOD		$	11,444			$	17,961
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid for:
Interest		$	–			$	–
Income taxes		$	–			$	–
NONCASH TRANSACTIONS
Acquisition of patent with the assumption of consideration payable		$	1,840,464			$	–

See Accompanying Notes to Financial Statements.

6

Thramann Holdings LLC AND SUBSIDIARIES

NOTES TO UNAUDITED COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED JUNE 30, 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.

7

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 June 30, 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.

8

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.

Transaction Costs

The Company has incurred costs of $189,995 and $0 for the six months ended June 30, 2026 and 2025, respectively, for contemplating a merger with Auddia, Inc.

9

Note 2 -- Going Concern

The Company recognized operating losses of $422,498 and $160,812 for the six months ended June 30, 2026 and 2025, respectively. The Company is also pre-revenue and has no income generation. These conditions provide substantial doubt about the entity’s ability to continue as a going concern. In July 2026, Thramann Holdings and certain affiliated entities received interim bridge funding from Auddia Inc. to support ongoing operations.

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)		June 30, 2026				December 31, 2025
Patents		7-20		$	3,129,652			$	1,289,187
Software		5			33,444				33,444
Subtotal					3,163,096				1,322,631
Less: Accumulated Amortization					(455,512	)			(270,167	)
Total intangible assets, net				$	2,707,584			$	1,052,464

Future estimated amortization expense of intangibles as of June 30, 2026 is as follows:

Period Ended June 30,		Amount
2026		$	185,346
2027			370,692
2028			370,692
2029			370,692
2030			370,692
Thereafter			1,039,470
Total intangible assets, net		$	2,707,584

Total amortization was $185,346 and $71,223 for the six months ended June 30, 2026 and 2025, respectively.

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.

10

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 June 30, 2025, $300,000 of the upfront commitment was due. Management concluded that, due to uncertainty and timing surrounding FDA application and approval as of June 30, 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 $1,790,465. In exchange, the Company would make quarterly payments of $112,500 until the commitment is paid in full.

As of June 30, 2026 and December 31, 2025, the remaining payments due amounted to $1,790,465 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 June 30,		Amount
2026		$	325,000
2027			450,000
2028			450,000
2029			450,000
2030			115,465
Total intangible assets, net		$	1,790,465

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 six months ended June 30, 2026, member equity consisted of $161,010 in contributions and $6,377 in distributions. During the six months ended June 30, 2025, member equity consisted of $458,591 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 June 30, 2026 and December 31, 2025, that resulted in a lease liability or right-of-use-asset.

11

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		June 30, 2026				December 31, 2025
LT350		$	195,922			$	209,789
Influence Healthcare			2,511,364				845,182
Voyex			11,742				12,697
Total Assets		$	2,719,028			$	1,067,668
Segment Operating Expense			June 30, 2026				June 30, 2025
LT350		$	14,447			$	22,512
Influence Healthcare			188,586				85,643
Voyex			29,470				52,657
Thramann Holdings			189,995				–
Total Operating Expense		$	422,498			$	160,812

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 August [14], 2026. Based upon this review, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

In July 2026, Thramann Holdings and certain affiliated entities entered into promissory note agreements with Auddia Inc. The notes were executed on July 17, 2026, and funding occurred beginning on July 21, 2026. The financing arrangements included notes with maximum aggregate principal availability of approximately $1,400,000 across the affiliated entities, bearing interest at 8% annually. The maximum amount to be funded by Auddia under each of the Bridge Notes is up to (i) $360,000 for Thramann Holdings, (ii) $400,000 for LT350; (iii) $590,000 for Influence Healthcare; and (iv) $50,000 for Voyex. Amounts will be funded in tranches as mutually agreed to by the parties. As of the date of this filing, the aggregate funded amount was $920,728.

12

Exhibit 99.2

SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2026, and the summary Unaudited Pro Forma Condensed Combined Statements of Operations for the periods ended June 30, 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 June 30, 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 June 30, 2026. The summary Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 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, 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 in the Company’s other filings with the SEC., 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”).

1

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Balance Sheet

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

As of June 30, 2026

		As of June 30, 2026
		Historical																																Transaction Adjustment								Proforma
		Auddia Inc. (Historical)				(A) Equity Financing				(B) Notes to Thramann Holdings				Auddia Inc. Subtotal including (A) Equity Financing				Thramann Holdings				(B) Notes From Auddia				Thramann Holdings Subtotal including (B) Notes				Combined including (A) Equity Financing				Preferred Stock & Warrant Holder Redemptions (C)				Merger acquisition adjustments (D)				Pro Forma Combined
Assets
Current assets:
Cash and cash equivalents		$	9,558,190				2,550,000				(1,400,000	)		$	10,708,190			$	11,444			$	1,275,000			$	1,286,444			$	11,994,634				(111,108	)			–			$	11,883,526
Accounts receivable, net			398				–				–				398				–				–				–				398				–				–				398
Prepaid assets			116,677				–				–				116,677				–				–				–				116,677				–				–				116,677
Notes receivable			–				–				1,400,000				1,400,000				–				–				–				1,400,000				–				–				1,400,000
Other current assets			10,039				–				–				10,039				–				–				–				10,039				–				–				10,039
Total current assets			9,685,304				2,550,000				–				12,235,304				11,444				1,275,000				1,286,444				13,521,748				(111,108	)			–				13,410,640
Noncurrent assets:
Property and equipment, net of accumulated depreciation			4,865				–				–				4,865				–				–				–				4,865				–				–				4,865
Intangible assets, net of accumulated amortization			34,319				–				–				34,319				2,707,584				–				2,707,584				2,741,903				–				–				2,741,903
Software development costs, net of accumulated amortization			1,666,505				–				–				1,666,505				–				–				–				1,666,505				–				–				1,666,505
Operating lease right of use asset			28,457				–				–				28,457				–				–				–				28,457				–				–				28,457
Goodwill			–				–				–				–				–				–				–				–				–				–				–
Deferred offering costs			123,772				–				–				123,772				–				–				–				123,772				–				–				123,772
Total noncurrent assets			1,857,918				–				–				1,857,918				2,707,584				–				2,707,584				4,565,502				–				–				4,565,502
Total Assets		$	11,543,222				2,550,000				–			$	14,093,222			$	2,719,028			$	1,275,000			$	3,994,028			$	18,087,250				(111,108	)			–			$	17,976,142
Liabilities and Shareholders' Equity
Current liabilities:
Accounts payable and accrued liabilities		$	818,427				–				–			$	818,427			$	423,584			$	–			$	423,584			$	1,242,011				–				500,000			$	1,742,011
Consideration payable			–				–				–				–				550,000				–				550,000				550,000				–				–				550,000
Notes payable			–				–				–				–				–				1,400,000				1,400,000				1,400,000				–				3,500,000				4,900,000
Current portion of operating lease liability			35,426				–				–				35,426				–				–				–				35,426				–				–				35,426
Stock awards liability			–				–				–				–				–				–				–				–				–				–				–
Total current liabilities			853,853				–				–				853,853				973,584				1,400,000				2,373,584				3,227,437				–				4,000,000				7,227,437
Non-current liabilities:
Deferred tax liability			–				–				–				–				–				–				–				–				–				–				–
Consideration payable, net of current			–				–				–				–				1,240,465				–				1,240,465				1,240,465				–				–				1,240,465
Non-current operating lease liability			–				–								–				–				–				–				–				–				–				–
Total non-current liabilities			–				–				–				–				1,240,465				–				1,240,465				1,240,465				–				–				1,240,465
Total liabilities			853,853				–				–				853,853				2,214,049				1,400,000				3,614,049				4,467,902				–				4,000,000				8,467,902
Shareholders' Equity
New Pubco Preferred Stock - $1,000 stated value - Thramann			–				–				–				–				–				–				–				–				–				4,444,872				4,444,872
New Pubco Common stock - $0.001 par value - Auddia			–				–				–				–				–				–				–				–				–				1,174,476				1,174,476
Series C Preferred stock - $0.001 par value, 0 shares issued and outstanding as of June 30, 2026			–				–				–				–				–				–				–				–				–				–				–
Common stock - $0.001 par value, 100,000,000 authorized and 5,803,182 shares issued and outstanding as of June 30, 2026			5,803				1,081				–				6,884				–				–				–				6,884				–				(6,884	)			–
Additional paid-in capital			113,254,051				2,548,919				–				115,802,970				504,979				(125,000	)			379,979				116,182,949				(111,108	)			(112,182,949	)			3,888,892
Accumulated deficit			(102,570,485	)			–				–				(102,570,485	)			–				–				–				(102,570,485	)			–				102,570,485				–
Total equity			10,689,369				2,550,000				–				13,239,369				504,979				(125,000	)			379,979				13,619,348				(111,108	)			(4,000,000	)			9,508,240
Total equity and liabilities		$	11,543,222				2,550,000				–			$	14,093,222			$	2,719,028			$	1,275,000			$	3,994,028			$	18,087,250				(111,108	)			–			$	17,976,142

Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet

The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet are as follows:

(A)	Reflects $2.55 million of equity financing to be raised by Auddia Inc. needed in order to consummate business combination. Assuming 1.081 million shares issued at $2.36 per share. Reported net of issuance costs.
(B)	Interim bridge funding advanced by Auddia to Thramann Holdings and its subsidiaries is presented within each company’s historical columns, consistent with the treatment described in the Company’s Form 8-K filed July 17, 2026.
(C)	Includes Series C Preferred Stock and Warrant Holder Redemptions
(D)	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

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations

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

For the Six Months Ended June 30, 2026

		For the Six Months Ended June 30, 2026												Pro Forma Adjustments								For the Six Months Ended June 30, 2026
		Auddia Inc.				Thramann Holdings LLC				Combined (Historical)				Transaction Costs (other) AA				Total Pro Forma Adjustments				Pro Forma Combined
Revenue		$	7,584			$	–			$	7,584			$	–			$	–			$	7,584
Operating expenses
Direct cost of services			121,111				–				121,111				–				–				121,111
Sales and marketing			907,411				–				907,411				–				–				907,411
Research and development			690,935				–				690,935				–				–				690,935
General and administrative			2,198,332				47,157				2,245,489				–				–				2,245,489
Restructuring			904,730				–				904,730				–				–				904,730
Depreciation and amortization			497,497				185,346				682,843				–				–				682,843
Transaction costs			–				189,995				189,995				500,000				500,000				689,995
Total operating expenses			5,320,016				422,498				5,742,514				500,000				500,000				56,242,514
Loss from operations			(5,312,432	)			(422,498	)			(5,734,930	)			(500,000	)			(500,000	)			(6,234,930	)
Other income (expense):
Interest Income (expense)			55,613				–				55,613				–				–				55,613
Total other income (expense)			55,613				–				55,613				–				–				55,613
Net loss before income taxes			(5,256,819	)			(422,498	)			(5,679,317	)			(500,000	)			(500,000	)			(6,179,317	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(5,256,819	)		$	(422,498	)		$	(5,679,317	)		$	(500,000	)		$	(500,000	)		$	(6,179,317	)
Net loss per share attributable to common shareholders
Basic and diluted		$	(2.26	)		$	–
Weighted average common shares outstanding
Basic and diluted			2,323,380				–

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

(AA) Represents estimated transaction costs.

3

Auddia & Thramann Holdings

Unaudited Pro Forma Condensed Combined Statement of Operations

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

For the Six Months Ended June 30, 2025

		For the Six Months Ended June 30, 2025												Pro Forma Adjustments								For the Six Months Ended June 30, 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			114,136				–				114,136				–				–				114,136
Sales and marketing			420,598				–				420,598				–				–				420,598
Research and development			633,118				–				633,118				–				–				633,118
General and administrative			1,360,333				89,589				1,449,922				–				–				1,449,922
Depreciation and amortization			790,035				71,223				861,258				–				–				861,258
Transaction costs			–				–				–				500,000				500,000				500,000
Total operating expenses			3,318,220				160,812				3,479,032				500,000				500,000				3,979,032
Loss from operations			(3,318,220	)			(160,812	)			(3,479,032	)			(500,000	)			(500,000	)			(3,979,032	)
Other expense:
Interest expense			(2,998	)			–				(2,998	)			–				–				(2,998	)
Change in fair value of warrants			–				–				–				–				–				–
Total other expense			(2,998	)			–				(2,998	)			–				–				(2,998	)
Net loss before income taxes			(3,321,218	)			(160,812	)			(3,482,030	)			(500,000	)			(500,000	)			(3,982,030	)
Provision for income taxes			–				–				–				–				–				–
Net loss		$	(3,321,218	)		$	(160,812	)		$	(3,482,030	)		$	(500,000	)		$	(500,000	)		$	(3,982,030	)
Net loss per share attributable to common shareholders
Basic and diluted		$	(51.83	)		$	–
Weighted average common shares outstanding
Basic and diluted			64,084				–

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

(BB) Represents estimated transaction costs.

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.

4

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 June 30, 2026, is presented as if the Merger had occurred on June 30, 2026. The Unaudited Pro Forma Condensed Combined Statement of Operations for the six months ended June 30, 2026 and 2025, respectively, gives effect to the Merger, as if it had been completed on January 1, 2026 and 2025, respectively. 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 members 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; and
	·	The historical financial statements of Thramann Holdings will become the historical financial statements of McCarthy Finney. After the merger, the ongoing operations of both Thramann Holdings and Auddia will be reflected together in McCarthy Finney’s consolidated financial statements. Auddia’s assets, liabilities, and operating activities will continue as part of the combined company from the closing date forward. This presentation aligns with the pro forma financial information included in this filing and reflects the continuation of both companies’ operations within the combined entity.”

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 as well as the interim bridge funding from Auddia to Thramann Holdings.

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.”

5

The Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 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 June 30, 2026.

The Unaudited Pro Forma Condensed Combined Statements of Operations for the six months ended June 30, 2026 and 2025, respectively, combines the historical unaudited statements of operations of Auddia for the six months ended ended June 30, 2026 and 2025, respectively, with the historical Unaudited Condensed Consolidated Statement of Operations of Thramann Holdings for the same respective 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 included in the Company’s other filings with the SEC.

	·	The historical audited financial statements of Auddia for the years ended December 31, 2025 and 2024, 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 the Company’s other filings with the SEC., 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 June 30, 2026, giving effect to the Business Combination on a pro forma unaudited as adjusted basis for the Auddia common stockholders is 6,883,690.

6

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.

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

		Number of Shares				% Ownership
Auddia stockholders - common			6,883,690				100%
Total			6,883,690				100%
Total Pro Forma Equity Value		$	9,508,240
Pro Forma Book Value Per Share		$	1.38

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.

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Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 UNAUDITED COMBINED FINANCIAL STATEMENTS OF THRAMANN HOLDINGS, LLC 111.4 KB
• EX-99.2 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF AUDDIA INC. AND THRAMANN H 206.1 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