Auddia announces non-binding letter of intent for business combination

Auddia Inc. (NASDAQ: AUUD) announced its board approved a non-binding letter of intent for a business combination with Thramann Holdings, LLC, a privately held holding company that controls three AI companies.

Under the proposed terms, Holdings' equity holders would receive an 80% ownership interest in the combined company, with Auddia shareholders owning 20%. The transaction would result in Auddia becoming a public holding company trading under a new name and ticker symbol.

Thramann Holdings controls LT350, Influence Healthcare, and Voyex. LT350 operates as a distributed AI data center company with nine issued patents on solar parking lot canopies. Influence Healthcare provides value-based care using AI and blockchain technology. Voyex develops AI solutions for flight delays and cancellations.

The business combination represents a related party transaction, as Jeff Thramann serves as founder, chairman, and CEO of Auddia and is also the founder and majority shareholder of Holdings. To address conflicts of interest, Auddia's board formed a Special Committee of Independent Directors in July 2025, represented by independent counsel. Thramann did not participate in the committee's deliberations and was recused from the board vote approving the letter of intent.

The parties agreed to a 30-day exclusivity period to negotiate a definitive agreement. Closing conditions include board and stockholder approvals, regulatory approvals, and Auddia raising at least $10 million in additional capital.

Following completion, the holding company's board would initially consist of Auddia's current directors. Thramann would continue as CEO of the public holding company, while John Mahoney would remain CFO overseeing finances of all subsidiaries.

The company stated there are no assurances the parties will enter into a definitive agreement or that the transaction will be completed.

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