Auddia Announces Non-binding Letter of Intent for Business Combination and Restructuring

Core Viewpoint - Auddia Inc. is restructuring into a holding company focused on leveraging AI and web3 efficiencies to enhance its portfolio companies, with a proposed business combination with Thramann Holdings, LLC [1][3]. Group 1: Business Combination Details - Auddia's Board has approved a non-binding letter of intent for a business combination with Thramann Holdings, which controls three early-stage AI-native companies [1][2]. - The proposed terms indicate that Holdings' equity holders will receive an 80% ownership interest in the combined company, while Auddia equity holders will own 20% [4]. - The business combination is a related party transaction, with Jeff Thramann being the founder and majority shareholder of Holdings [6]. Group 2: Leadership and Management - Following the business combination, Auddia's current board will initially oversee the new holding company, with Jeff Thramann continuing as CEO and John Mahoney as CFO [5]. - Auddia's leadership has formed a Special Committee of Independent Directors to address potential conflicts of interest related to the transaction [6]. Group 3: Financial and Operational Conditions - The closing of the business combination is contingent upon Auddia raising at least $10 million in additional capital to support ongoing operations [7]. - The parties have agreed to a 30-day exclusivity period to negotiate a definitive business combination agreement, which will include customary closing conditions [7]. Group 4: Portfolio Companies - Thramann Holdings controls LT350, Influence Healthcare, and Voyex, which are focused on AI applications in various sectors [2][10]. - LT350 has developed a solar parking lot canopy that can transform parking lots into distributed AI data centers, while Influence Healthcare leverages AI and blockchain for value-based care [11][12].