[D] Auddia Inc. Warrants SEC Filing

Rhea-AI Filing Summary

Jianzhi Education Technology Group Company Limited (NASDAQ: JZ) announced, via a Form 6-K filing, that it has regained compliance with Nasdaq Listing Rule 5550(a)(2), which requires a minimum bid price of US$1.00 for listed securities on the Capital Market.

The company originally received a deficiency notice on January 15 2025 after its American depositary shares (ADSs) closed below US$1.00 for 30 consecutive business days. Under Nasdaq Listing Rule 5810(c)(3)(A), Jianzhi was granted a 180-day cure period ending July 14 2025. According to the new Compliance Notice dated July 14 2025, the ADSs traded at or above US$1.00 for 18 consecutive business days from June 16 to July 11 2025, satisfying the 10-day requirement and closing the matter.

The filing removes the immediate risk of delisting, preserves exchange liquidity benefits, and signals market confidence sufficient to lift the share price back above the threshold without a reverse split or other corporate action. No additional financial data, earnings information, or major corporate transactions were disclosed in this report.

Positive

• Regained compliance with Nasdaq minimum bid price rule, removing immediate delisting threat.
• 18 consecutive trading days at or above US$1.00 indicates sustained market support.
• Compliance achieved within the 180-day cure period, avoiding costly corporate actions such as a reverse stock split.

Negative

• The company had previously fallen below the US$1.00 bid price, signaling past share-price weakness.

Insights

Financial Analyst

TL;DR: Compliance restored; delisting risk removed; modestly positive for investor confidence, no fundamental data provided.

Nasdaq compliance eliminates the short-term threat of involuntary delisting and associated liquidity loss. Achieving the US$1.00 threshold organically—18 days above the mark—implies improved market sentiment or trading dynamics without share consolidation. While positive for perception and index eligibility, the filing supplies no revenue or profitability metrics, so fundamental valuation remains unaddressed. Impact is therefore limited to capital-market mechanics rather than operating performance.

Corporate Governance Expert

TL;DR: Governance milestone met; rule-based compliance regained; oversight mechanisms functioning.

The board and management satisfied Nasdaq’s cure period within the stipulated 180 days, reflecting effective monitoring of listing standards and timely communication with shareholders. Closing the deficiency without restructuring actions preserves equity structure. However, prior non-compliance highlights historical volatility that will require ongoing oversight.

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001554818

Clip Interactive, LLC

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

AUDDIA INC.

Jurisdiction of Incorporation/Organization

DELAWARE

Year of Incorporation/Organization

	Over Five Years Ago
X	Within Last Five Years (Specify Year)	2021
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
AUDDIA INC.
Street Address 1		Street Address 2
1680 38TH STREET		SUITE 130
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
BOULDER	COLORADO	80301	303-219-9771

3. Related Persons

Last Name	First Name	Middle Name
Thramann	Jeffrey	John
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lawless	Michael	Thomas
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Mahoney	John	Edward
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Deitsch	Stephen
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Birch	Thomas	Carl
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hanlon	Timothy	J
Street Address 1	Street Address 2
1680 38th Street	Suite 130
City	State/Province/Country	ZIP/PostalCode
Boulder	COLORADO	80301

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

X Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
X	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale	2025-06-30				First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? Yes X No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
X	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
X	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$750,000	USD	or Indefinite
Total Amount Sold	$750,000	USD
Total Remaining to be Sold	$0	USD	or Indefinite

Clarification of Response (if Necessary):

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

2

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
AUDDIA INC.	/s/ John Mahoney	John Mahoney	CFO	2025-07-15

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.

FAQ

Why did Jianzhi Education (JZ) file this Form 6-K?

To notify investors that the company has regained compliance with Nasdaq’s minimum bid price requirement.

What Nasdaq rule was at risk for JZ?

Nasdaq Listing Rule 5550(a)(2), which mandates a minimum US$1.00 closing bid price.

How long did JZ need its share price above US$1.00?

At least 10 consecutive business days; the ADSs met this for 18 days (June 16–July 11 2025).

Does compliance mean JZ is safe from delisting?

Yes, the immediate delisting risk is removed, but the company must continue to meet Nasdaq standards going forward.

Were any financial results disclosed in this filing?

No. The filing focuses solely on listing compliance and contains no earnings or revenue data.