Thramann Holdings, LLC Publishes 2025 Audited Financials and Announces Transformative Merger with Auddia Inc.

Key Highlights from the 2025 Audited Financial Statements

• Financial Position:
  • Total assets as of December 31, 2025, stood at \$1,067,668, a decrease from \$1,215,813 in 2024.
  • Intangible assets (primarily patents and software) make up the vast majority of assets, totaling \$1,052,464 (net) in 2025.
  • Cash and cash equivalents declined to \$15,204 from \$20,900 at year-end 2024, reflecting ongoing operational cash burn.
• Operating Results and Going Concern Warning:
  • The company reported operating losses of \$485,885 in 2025 and \$324,746 in 2024, and has no operating revenues.
  • The auditor issued a “substantial doubt about the Company’s ability to continue as a going concern” warning, citing recurring losses, pre-revenue status, and dependency on member funding to continue operations.
  • Negative operating cash flows were \$602,496 in 2025 and \$718,117 in 2024. The company has relied on capital contributions from its sole member to fund operations.
• Segment Details:
  • Thramann Holdings, LLC is a holding company with three operating subsidiaries:
    • Voyex, LLC: Focused on AI-native digital travel solutions, including an agentic AI-powered platform for flight disruption management (FlightFix).
    • Influence Healthcare, LLC: Aims to empower physicians to manage care episodes and deliver bundled care services, prioritizing physician-led models to lower costs and improve outcomes.
    • LT350, LLC: Develops proprietary solar parking lot canopies integrating modular cartridges for distributed AI data centers, battery storage, smart inverters, and EV charging infrastructure.
  • Segment assets and expenses are broken down for each subsidiary, but none have generated revenue to date.
• Patent Purchase Commitments:
  • In May 2024, Thramann Holdings entered into a \$1,000,000 patent purchase agreement, with \$75,000 still payable as of December 31, 2025.
  • The agreement includes contingent milestone payments totaling up to \$1,840,464, dependent on future FDA-related milestones. No accrual has been recorded for these milestones due to uncertainty regarding achievement and timing.
• Capital Structure and Equity:
  • The company is structured as a single-member LLC, with all capital provided by founder Jeff Thramann.
  • In 2025, the member contributed \$621,390 (including a \$23,090 in-kind contribution), and there were \$1,500 in distributions.
• Transaction Costs:
  • The company incurred \$175,263 in 2025 related to the proposed business combination with Auddia Inc.

Major Price-Sensitive Development: Merger with Auddia Inc.

Investors should pay close attention to the following:

• Definitive Merger Agreement Signed:
  • On February 17, 2026, Thramann Holdings and Auddia Inc. (Nasdaq: AUUD) entered into a definitive merger agreement.
  • The transaction will create a new public holding company, with Auddia shareholders owning approximately 20% and Jeff Thramann (sole owner of Thramann Holdings) controlling approximately 80% of the combined entity at closing.
  • The consideration to Thramann will consist of a mix of convertible preferred stock and non-convertible debt, aligning his interests with the future performance of the business.
  • The exact post-merger share allocation is subject to adjustment based on Auddia’s net cash at closing. Auddia must have at least \$12 million in net cash at closing for the transaction to proceed, ensuring sufficient runway for the combined company to pursue its business plan and milestones.
  • This merger represents a reverse merger/recapitalization and will result in a significant change in control and future business direction for Auddia shareholders.
• Strategic Rationale:
  • This transaction will bring Auddia’s existing businesses together with Thramann’s portfolio companies, aiming to leverage innovation in digital travel, healthcare, and renewable energy/AI infrastructure.
  • The transaction is expected to result in a more diversified company, with exposure to high-growth, AI-driven markets and new revenue opportunities.
  • Integration risk, execution of future business plans, and realization of projected synergies are key areas for investor scrutiny.
• Potential Share Price Impact:
  • This merger is a material corporate event and could significantly impact the valuation and future prospects of Auddia Inc. shares.
  • Shareholders should carefully monitor updates regarding regulatory approvals, the final capital structure, and the timing of the transaction close.
  • The public company will trade under a new name and ticker symbol following consummation of the merger.

Other Noteworthy Items for Investors

• No Revenue To Date: Thramann Holdings and its subsidiaries are pre-revenue and rely on external capital to fund operations. The future value of the combined business will depend on successful commercialization of its technology and services.
• Patent Milestone Liabilities: Investors should note the additional \$1.84 million in potential milestone liabilities under the patent acquisition, which could become due if milestones are met.
• No Material Legal or Lease Commitments: The company has no open legal proceedings or lease liabilities as of year-end 2025.

Conclusion

The merger between Thramann Holdings and Auddia Inc. is a transformative event that will materially impact Auddia’s business, ownership structure, and strategic direction. The going concern warning and lack of revenue at Thramann Holdings highlight the speculative nature of this transaction, but the potential for future growth in AI, healthcare, and energy makes this a high-stakes development for investors. Ongoing capital needs, integration risks, and achievement of business milestones will be critical to future value creation.

Disclaimer

This article is for informational purposes only and does not constitute investment advice. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions. The forward-looking statements in this summary are subject to risks and uncertainties, including regulatory approvals, market acceptance, and the ability to execute on business plans.

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