Form 8-K

8-K — AUDDIA INC.

Accession: 0001683168-26-006594

Filed: 2026-08-19

Period: 2026-08-19

CIK: 0001554818

SIC: 7374 (SERVICES-COMPUTER PROCESSING & DATA PREPARATION)

Item: Financial Statements and Exhibits

Documents

8-K — auddia_8k.htm (Primary)

EX-99.1 — UNAUDITED COMBINED FINANCIAL STATEMENTS OF THRAMANN HOLDINGS, LLC (auddia_ex9901.htm)

EX-99.2 — UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF AUDDIA INC. AND THRAMANN HOLDINGS, LLC (auddia_ex9902.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: auddia_8k.htm · Sequence: 1

Auddia Inc. Form 8-K

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0001554818

2026-08-19

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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)

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

EX-99.1 — UNAUDITED COMBINED FINANCIAL STATEMENTS OF THRAMANN HOLDINGS, LLC

EX-99.1

Filename: auddia_ex9901.htm · Sequence: 2

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

Combined and Consolidated Statements of Operations for the Six Months Ended June 30, 2026 and 2025 (Unaudited)

Combined and Consolidated Statements of Changes in Members’ Equity for the Six Months Ended June 30, 2026 and 2025 (Unaudited)

Combined and Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2026 and 2025 (Unaudited)

Notes to

Combined and Consolidated Financial Statements (Unaudited)

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.

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.

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.

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.

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.

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.

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.

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

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.

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.

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.

EX-99.2 — UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION OF AUDDIA INC. AND THRAMANN HOLDINGS, LLC

EX-99.2

Filename: auddia_ex9902.htm · Sequence: 3

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”).

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

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

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

Notes payable

–

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

Non-current operating lease liability

–

Total non-current liabilities

–

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

New Pubco Common stock - $0.001 par value - Auddia

–

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.

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

Pro Forma Adjustments

For the Six Months Ended June 30, 2026

Auddia Inc.

Thramann Holdings LLC

Combined

(Historical)

Transaction Costs (other)

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

500,000

689,995

Total operating expenses

5,320,016

422,498

5,742,514

500,000

56,242,514

Loss from operations

(5,312,432 )

(422,498 )

(5,734,930 )

(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 )

(6,179,317 )

Provision for income taxes

–

Net loss

$ (5,256,819 )

$ (422,498 )

$ (5,679,317 )

$ (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.

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

Pro Forma Adjustments

For the Six Months Ended June 30, 2025

Auddia Inc.

Thramann Holdings LLC

Combined

(Historical)

Transaction Costs (other)

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

Total operating expenses

3,318,220

160,812

3,479,032

500,000

3,979,032

Loss from operations

(3,318,220 )

(160,812 )

(3,479,032 )

(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 )

(3,982,030 )

Provision for income taxes

–

Net loss

$ (3,321,218 )

$ (160,812 )

$ (3,482,030 )

$ (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.

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.”

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.

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.

The following summarizes the pro forma shares of McCarthy Finney issued

and outstanding immediately after the Merger:

Number

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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The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

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Local phone number for entity.

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No definition available.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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Title of a 12(b) registered security.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name of the Exchange on which a security is registered.

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Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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Trading symbol of an instrument as listed on an exchange.

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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