Auddia Announces Signing of Definitive Merger Agreement for Business Combination

manilatimes.net · Feb 18, 2026 · Collected from GDELT

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Auddia proposes to merge with Thramann Holdings and restructure into a holding company called McCarthy Finney with ticker symbol changing to MCFN Auddia shareholders to own approximately 20% of MCFN at closingCompany estimates base case DCF valuation of McCarthy Finney to be $250 million BOULDER, Colo., Feb. 18, 2026 (GLOBE NEWSWIRE) -- Auddia Inc. (NASDAQ: AUUD) (NASDAQ: AUUDW) ("Auddia” or the "Company”), today announced that in a follow up to the business combination LOI previously announced in August 2025, the Company’s board, acting upon the recommendation of its special committee of independent directors, has approved a definitive merger agreement for a business combination between Auddia and Thramann Holdings, LLC ("Thramann Holdings”).Thramann Holdings is a privately held holding company that controls LT350, Influence Healthcare, and Voyex, three early stage AI-native companies founded by Jeff Thramann. Dr. Thramann is a serial entrepreneur and inventor named on over 130 U.S. and international patents. He has taken Auddia and Aclarion, Inc. public, sold Lanx and US Radiosurgery to public companies, sold ProNerve and American Physicians to private equity, and sold Denver CyberKnife to a private company. Thramann is the founder of each of these companies except Aclarion. Get the latest news delivered to your inbox Sign up for The Manila Times newsletters By signing up with an email address, I acknowledge that I have read and agree to the Terms of Service and Privacy Policy. "As an innovator, I have spent the past 15 years securing patents in the AI infrastructure space, immersing myself in both the development and use of AI models, and developing blockchain and digital currency strategies aimed at empowering the value drivers of industries to reinvent their markets,” said Jeff Thramann, founder, Chairman, and CEO of Auddia. "I believe there is an incredible opportunity for a company at the juncture of AI and web3 to harness these technologies to build significant value across numerous verticals.”Upon closing of the transaction, Auddia will be renamed McCarthy Finney and trade under its new MCFN ticker. Auddia will become a fully owned subsidiary and each of the three Thramann Holdings entities will also be fully owned by McCarthy Finney. Jeff Thramann will remain as CEO of McCarthy Finney and John Mahoney will remain as CFO. Auddia’s current board members are expected to continue as members of the board of the combined company. Auddia shareholders are expected to own 20% of McCarthy Finney at closing with 80% of the combined company expected to be owned at closing by Jeff Thramann. The closing of the merger will be conditioned on Auddia having at least $12 million cash on hand at closing in order to provide cash runway to fund McCarthy Finney to key future business milestones.Based on a discounted cash flow analysis of McCarthy Finney’s forward looking 10-year pro forma completed by management, the Company estimates the base case valuation of McCarthy Finney to be $250 million. Financial statements and other detailed financial disclosures about McCarthy Finney and its portfolio companies will be included in the relevant materials that Auddia intends to file with the Securities and Exchange Commission (the "SEC”), including a registration statement on Form S-4. The transaction has been unanimously approved by the board of directors of both companies and is expected to close in the second quarter of 2026, subject to customary closing conditions, including approvals by the Auddia stockholders, the effectiveness of the S-4 registration statement to be filed with the SEC to register the shares of McCarthy Finney stock to be issued in connection with the merger, and the continued listing of the combined company’s common stock on Nasdaq. In connection with the approval of the merger agreement, Houlihan Capital provided a fairness opinion to Auddia’s special committee and board of directors. About Thramann Holdings, LLC Thramann Holdings is a single member Colorado LLC, owned and managed by Jeff Thramann that was formed to facilitate the merger transaction. Thramann Holdings fully owns LT350, Influence Healthcare, and Voyex, three early stage AI native operating companies. LT350 is a distributed AI data center company with 13 issued and 3 pending patents on a proprietary solar parking lot canopy infrastructure platform that integrates modular battery storage and GPU cartridges into the ceiling of the canopy to turn any parking lot into an AI data center. The Company aims to build the most secure, lowest latency, cost effective, and rapidly deployed network of distributed AI data centers at the edge by leveraging the use of underutilized parking lot space while strengthening the existing power infrastructure of local utilities. Influence Healthcare is a healthtech company leveraging AI, blockchain, and vertical integration to empower surgeons to drive adoption of value based care (VBC) to the surgical specialties. The Company’s mission is to leverage technology and value based enterprises (VBEs) to build an alternative healthcare system that eliminates the corporate practice of medicine, minimizes administrative waste, and enhances the autonomy and pay of health care providers to empower them to improve quality and return the patient physician relationship to the center of medicine.Voyex is a travel services platform that leverages agentic AI, an integrated fintech platform, and utilization of charter and private jet aircraft to significantly improve the travel experience. The Company aims is to alleviate the leading pain points for travelers of lengthy flight delays and cancellations. About Auddia Inc.Auddia, through its proprietary AI platform for audio, is reinventing not only how consumers engage with AM/FM radio, podcasts, and other audio content but also how artists and labels promote their music and gain access to mainstream radio audiences. Auddia’s Discovr Radio is the first music-promotion platform to deliver artists guaranteed exposure to radio listeners. Auddia’s flagship audio superapp, called faidr, delivers multiple industry firsts, including:Ad-free listening on any AM/FM music stationContent skipping across any AM/FM music stationOne-touch skipping of entire podcast ad breaksIntegrated artist discovery experiences For more information, visit www.auddia.com.Cautionary Note on Forward-Looking StatementsCertain statements in this communication, other than purely historical information, may constitute "forward-looking statements” within the meaning of the federal securities laws, including for purposes of the "safe harbor” provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann Holdings, and the proposed merger between Auddia and Thramann Holdings (the "Proposed Transaction”) and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia’s and Thramann Holdings’ management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived benefits or opportunities of the Proposed Transaction; the combined company’s listing on Nasdaq after the closing of the Proposed Transaction; expectations regarding the structure, timing and completion of the financing needed to close the Proposed Transaction, including investment amounts from investors, timing of closing of the Proposed Transaction, expected proceed, expectations regarding the use of proceeds, and impact on ownership structure; the anticipated timing of the closing; the expected executive officers and directors of the combined company; each company’s and the combined company’s expected cash position at the closing and cash runway of the combined company following the proposed merger and any additional financing; the future operations of the combined company, including research and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any products and services of the combined company; the cash balance of the combined entity at closing; expectations related to the anticipated timing of the closing of the Proposed Transaction (the "Closing”); the expectations regarding the ownership structure of the combined company; the expected trading of the combined company’s stock on Nasdaq under the ticker symbol "MCFN” after the Closing; and other statements that are not historical fact. All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "opportunity,” "potential,” "milestones,” "pipeline,” "can,” "goal,” "strategy,” "target,” "anticipate,” "achieve,” "believe,” "contemplate,” "continue,” "could,” "estimate,” "expect,” "intends,” "may,” "plan,” "possible,” "project,” "should,” "will,” "would” and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann Holdings, or the Proposed Transaction will be those that have been anticipated.These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia’