Proposed Auddia (NASDAQ: AUUD)–Thramann Holdings merger talks extended

Rhea-AI Filing Summary

Auddia Inc. extended its exclusivity period under a non-binding letter of intent for a proposed business combination with Thramann Holdings, LLC. The exclusivity now runs through February 16, 2026, allowing more time to finalize definitive transaction documents.

The contemplated deal would restructure Auddia into an AI native public holding company, with both Auddia’s and Thramann Holdings’ portfolio companies becoming subsidiaries trading under a new name and ticker. The latest extension is intended to let the special committee’s fairness opinion provider update its analysis, and the company expects the committee’s review process to be completed on or before February 16, 2026.

Insights

M&A and corporate governance analyst

Auddia prolongs LOI exclusivity as it refines terms and fairness analysis for a potential AI-focused holding company merger.

Auddia Inc. and Thramann Holdings, LLC have again extended their exclusivity period under a non-binding letter of intent, now through February 16, 2026. The contemplated transaction would create an AI native public holding company, with both parties’ portfolio businesses becoming subsidiaries under a new name and ticker.

A special committee of independent directors is overseeing the process, including obtaining a fairness opinion. The latest extension is specifically tied to giving the fairness opinion provider time to update its work as definitive documents are negotiated, suggesting deal terms and valuation inputs have evolved over time.

The company states it continues to make progress toward executing definitive agreements and expects the special committee’s consideration of the proposed business combination to finish on or before February 16, 2026. Actual outcomes remain contingent on final terms, approvals, and whether a definitive agreement is ultimately signed.

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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): February 2, 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	Nasdaq Stock Market
Common Stock Warrants	AUUDW	Nasdaq Stock Market

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

Emerging growth company  ☒

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

Item 8.01. Other Events.

As previously disclosed, on July 9, 2025, the Company issued a press release announcing that its board had formed a special committee of independent members to evaluate a business combination opportunity to restructure the Company into an AI native holding company that delivers enhanced AI capabilities to its portfolio companies.

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

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

The parties have subsequently agreed to several extensions of the exclusivity period under the LOI.

On February 2, 2026, the parties agreed to an additional extension of the exclusivity period (which will now expire on February 16, 2026).

The Company continues to make progress in its merger discussions as it works toward execution of definitive documents. The most recent extension was entered into in order to permit the special committee's fairness opinion provider to update its analysis given the time required for the parties to negotiate the definitive transaction documents.

The Company expects that the special committee’s process for consideration of the proposed business combination will be completed on or before February 16, 2026.

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SIGNATURES

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

	AUDDIA INC.
February 2, 2026	By:	/s/ John E. Mahoney
		Name: John E. Mahoney
		Title: Chief Financial Officer

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FAQ

What did Auddia (AUUD) announce about its proposed merger with Thramann Holdings?

Auddia announced another extension of its exclusivity period with Thramann Holdings, LLC for a proposed business combination. The extension allows further negotiation of definitive merger documents and completion of the special committee’s review, including an updated fairness opinion on the contemplated AI-focused holding company structure.

When does Auddia’s exclusivity period with Thramann Holdings now expire?

The exclusivity period between Auddia and Thramann Holdings, LLC now expires on February 16, 2026. This updated deadline follows several earlier extensions and is intended to provide enough time to finalize definitive transaction documents and complete the special committee’s consideration of the proposed business combination.

What corporate structure is envisioned in Auddia’s potential deal with Thramann Holdings?

The contemplated transaction would restructure Auddia into an AI native public holding company trading under a new name and ticker. Following the business combination, the portfolio companies of Thramann Holdings and Auddia would become subsidiaries of this public holding company, consolidating their AI-focused operations.

Why did Auddia and Thramann Holdings extend their LOI exclusivity again?

They extended the LOI exclusivity to give the special committee’s fairness opinion provider time to update its analysis. The update is needed because negotiating definitive transaction documents has taken time, and valuation and structural details for the proposed business combination continue to be refined by the parties.

What role does Auddia’s special committee play in the proposed Thramann merger?

Auddia’s board formed a special committee of independent members to evaluate the proposed business combination with Thramann Holdings. The committee oversees negotiations, considers a fairness opinion, and is expected to complete its process for reviewing the transaction on or before February 16, 2026, subject to final developments.

Is Auddia’s letter of intent with Thramann Holdings binding at this stage?

The letter of intent between Auddia and Thramann Holdings is explicitly described as non-binding. It outlines terms for a potential business combination and grants a time-limited exclusivity period, but completion of any transaction would still require definitive agreements, approvals, and satisfaction of customary closing conditions.