Auddia Announces Merger to Form McCarthy Finney Holding

Auddia ( (AUUD) ) just unveiled an announcement.

On February 17, 2026, Auddia Inc. signed a definitive merger agreement with Thramann Holdings, a single-member Colorado holding company owned by Auddia’s CEO Jeff Thramann, to combine under a new Delaware holding company, McCarthy Finney, Inc. Auddia and Thramann will each become wholly owned subsidiaries of McCarthy Finney, with Auddia shareholders receiving one McCarthy Finney common share for each Auddia share and Thramann owners receiving a mix of special preferred stock and $3.5 million in unsecured notes.

Post-transaction, Auddia shareholders are expected to own about 20% of McCarthy Finney and former Thramann holders about 80% on an economic basis, subject to adjustment depending on Auddia’s closing net cash, which must be at least $12 million. Thramann’s special preferred stock will rank senior to common stock, carry voting and board designation rights, a liquidation preference of at least $20.5 million, and flexible conversion and redemption features that give Thramann significant economic and governance influence over the combined company.

The boards of both Auddia and Thramann unanimously approved the merger, with Auddia’s independent special committee deeming the deal fair in the context of its related-party nature and supported by a fairness opinion from Houlihan Capital. Governance continuity is planned, with Auddia’s four directors expected to serve on the McCarthy Finney board and Jeff Thramann and John Mahoney remaining CEO and CFO, while Auddia’s executives and directors have entered support agreements to vote in favor of the deal and Thramann has agreed to a 180-day lock-up on his McCarthy Finney stock.

Auddia estimates, based on a management-prepared discounted cash flow analysis of McCarthy Finney’s 10-year forward pro forma, a base-case valuation of $250 million for the combined company. The merger, announced publicly on February 18, 2026, is targeted to close in the second quarter of 2026, subject to Auddia shareholder approval, SEC effectiveness of a Form S-4, minimum cash and Nasdaq listing conditions, positioning McCarthy Finney as a diversified, AI-focused holding company spanning distributed AI data centers, healthtech value-based care, and AI-driven travel services.

More about Auddia

Auddia Inc. is a Boulder, Colorado-based audio technology company that uses a proprietary AI platform to reshape how consumers engage with AM/FM radio, podcasts and other audio content, while offering artists and labels new promotion channels. Its flagship “faidr” superapp provides ad-free listening on AM/FM music stations, content and ad-break skipping, and integrated artist discovery, aiming to modernize radio consumption and music promotion.

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