EX-99.3 10 auddia_ex9903.htm UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.3

 

 

 

 

Thramann Holding LLC AND SUBSIDIARIES

 

COMBINED FINANCIAL STATEMENTS

 

NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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THRAMANN HOLDINGS LLC AND SUBSIDIARIES

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

TABLE OF CONTENTS

 

Financial Statements:  
   
Combined Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024 3
   
Combined Statements of Operations for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 4
   
Combined Statements of Changes in Members’ Equity for the Nine Ended September 30, 2025 and 2024 (Unaudited) 5
   
Combined Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024 (Unaudited) 6
   
Notes to Combined Financial Statements (Unaudited) 7

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED BALANCE SHEETS

 

 

  

September 30,

2025
(Unaudited)

  

December 31,

2024
 

 
ASSETS          
           
CURRENT ASSETS:          
Cash and cash equivalents  $16,605   $20,900 
Total Current Assets   16,605    20,900 
           
NONCURRENT ASSETS:          
Intangible assets, net   1,088,075    1,194,913 
Total Noncurrent Assets   

1,088,075

    1,194,913 
           
TOTAL ASSETS  $1,104,680   $1,215,813 
           
LIABILITIES AND MEMBERS' EQUITY          
           
CURRENT LIABILITIES          
Consideration payable  $187,500   $525,000 
Related party payable       23,090 
Accrued expenses   78,031    28,884 
Total Current Liabilities   265,531    576,974 
           
Total Liabilities   265,531    576,974 
           
MEMBERS' EQUITY          
Members' equity   839,149    638,839 
Total Members' Equity   839,149    638,839 
           
TOTAL LIABILITIES AND MEMBERS' EQUITY  $1,104,680   $1,215,813 

 

 

See Accompanying Notes to Financial Statements.

 

 

 

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THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF OPERATIONS

 

   For the Nine Months Ended 
   September 30,
2025
   September 30,
2024
 
    (Unaudited)    (Unaudited) 
Operating expenses:          
General and Administrative  $120,499   $162,320 
Amortization Expense   106,838    66,136 
Transaction Costs   50,443     
Total operating expenses   277,780    228,456 
Operating income (loss)   (277,780)   (228,456)
           
Net income (loss)  $(277,780)  $(228,456)

 

 

See Accompanying Notes to Financial Statements.

 

 

 

 

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THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CHANGES IN MEMBERS' EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025 AND 2024

(UNAUDITED)

   

      
Balance, December 31, 2023  $207,884 
Contributions   687,201 
Net loss   (228,456)
Balance, September 30, 2024  $666,629 
     
Balance, December 31, 2024  $638,839 
Contributions   479,590 
Distributions   (1,500)
Net loss   (277,780)
Balance, September 30, 2025  $839,149 

 

 

See Accompanying Notes to Financial Statements.

 

 

 

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THRAMANN HOLDINGS LLC AND SUBSIDIARIES

COMBINED STATEMENTS OF CASH FLOWS

 

   For the Nine Months Ended 
   September 30,
2025
   September 30,
2024
 
    (Unaudited)    (Unaudited) 
CASH FLOW FROM OPERATING ACTIVITIES:          
Net loss  $(277,780)  $(228,456)
Adjustments to reconcile net loss to cash (used in) operating activities:          
Amortization   106,838    66,136 
Changes in operating assets and liabilities          
Consideration payable   (337,500)   (151,109)
Accrued expenses   26,057    7,886 
Net Cash (Used in) Operating Activities   (482,385)   (305,543)
           
CASH FLOW FROM INVESTING ACTIVITIES:          
Purchase of intangible assets      (379,383)
Net Cash Provided by Investing Activities      (379,383)
           
CASH FLOW FROM FINANCING ACTIVITIES:          
Member contributions   479,590    687,201 
Member distributions   (1,500)    
Net Cash Provided by Financing Activities   478,090    687,201 
           
NET INCREASE (DECREASE) IN CASH   (4,295)   2,275 
           
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD   20,900    19,606 
           
CASH AND CASH EQUIVALENTS AT END OF PERIOD  $16,605   $21,881 
           
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION          
Cash paid for:          
Interest  $   $ 
Income taxes  $   $ 
           
NONCASH TRANSACTIONS          
Acquisition of patent  $   $1,000,000 

 

 

See Accompanying Notes to Financial Statements.

 

 

 

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Thramann Holdings LLC AND SUBSIDIARIES

NOTES TO COMBINED FINANCIAL STATEMENTS

(UNAUDITED)

 

Note 1 – Description of Business, Basis of Presentation and Summary of Significant Accounting Policies

 

Principal Business Activity

 

Thramann Holdings (“the Company”) is a single member Colorado LLC formed in 2005 as part of a wealth management strategy to transfer a percentage of the equity interests Jeff Thramann held Lanx, ProNerve, and U.S. Radiosurgery, three private companies he had founded. Before the transfer could be consummated, all three entities were sold for a combined total of $223M and the founder’s equity position was liquidated. Thramann Holdings was maintained as a single member Colorado LLC in good standing as it was thought the entity might prove useful in the future.

 

On September 16, 2025, Thramann Holdings entered into a Contribution Agreement to receive 100% ownership of three single member Colorado LLCs founded and fully owned by Jeff Thramann. The entities contributed to Thramann Holdings were LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC. The purpose of the transfer was to prepare Thramann Holdings for a proposed business combination with Auddia (Nasdaq: AUUD) as described in Note 10.

 

Aside from serving as a holding company for LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC, Thramann Holdings has not, and does not, conduct any business.

 

Voyex, LLC (“Voyex”) is a single member limited liability company (LLC) organized under the laws of the state of Colorado.  Voyex is an AI-native digital travel agency that is leveraging agentic AI, an integrated fintech platform, and private aviation resources to optimize the travel experience for customers. Voyex addresses air traveler flight delays and cancellation disruptions through FlightFix, an application Voyex is building that aims to track flight itineraries in real time while using AI to predict delays and cancellations, and to communicate with passengers about alternative flight options. Voyex is aiming to build an MVP that includes incorporating AI models to predict travel delays, chatbots to communicate with customers, and the development of an AI agent and integrated fintech platform to evolve into handling the complete rebooking process.

 

Influence Healthcare, LLC (“Influence Healthcare”) is a single member LLC organized under the laws of the state of Colorado. The core mission of Influence Healthcare is to empower physicians to manage entire care episodes, recognizing their unique qualifications and direct involvement in patient outcomes. Influence Healthcare contracts directly with payers and partners with physicians, hospitals, ambulatory surgical centers, and digital health vendors to deliver bundled care services. Influence Healthcare’s model prioritizes physician-led decision-making and care coordination, aiming to deliver high-quality outcomes at lower costs.

 

LT350, LLC (“LT350”) is a single member LLC organized under the laws of the state of Colorado. LT350 is a single member LLC organized under the laws of the state of Colorado. LT350 is a platform infrastructure company leveraging a proprietary solar parking lot canopy that integrates modular plug & play cartridges into the ceiling of the canopies to reinvent large and rapidly growing market verticals. Its cloud infrastructure cartridges house the servers and GPUs needed to deploy distributed AI data centers to support AI training and inference, battery storage cartridges house batteries to lower the power costs of AI data centers and provide grid services to local utilities, smart invertor cartridges deploy solar energy to the GPUs and batteries in the canopies or to the grid, EV charging cartridges house the components to charge EVs.  LT350’s operations are centered on innovation in clean energy deployment, targeting both commercial and municipal clients seeking reliable and environmentally conscious charging technologies.

 

Basis of Accounting

 

The accompanying combined financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

 

 

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Principles of Combination

 

The combined financial statements referred to as Thramann Holdings LLC includes the accounts of LT350, LLC, Influence Healthcare, LLC, and Voyex, LLC (collectively, the Company) all of which are related through common ownership and control. Intercompany balances and transactions have been eliminated in the combination.

 

Cash and Cash Equivalents

 

Cash and cash equivalents include all cash balances and highly liquid investments with an original maturity of three months or less.

 

Estimates

 

The preparation of combined financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the combined financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Software Development Costs

 

Financial accounting standards board (“FASB”) Accounting Standards Codification (“ASC”) 350-40 Internal use software, specifies that capitalization of internally developed software occurring during the application development stage. Once a project has reached application development, direct incremental, internal and external costs are capitalized until the software is substantially complete and ready to be placed into service. The costs are amortized over their expected usefulness of life of five years.

 

Research and development costs that do not qualify as capitalized software costs are expensed as incurred.

 

Long lived assets, such as patents, Software development costs, and other software, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset. Fair value is determined based on discounted cash flows or appraised values, depending on the nature of the asset. On December 31, 2024 and 2023, the Company concluded that there has been no indication of impairment to the carrying value of its long-lived assets. As such, no impairment has been recorded.

 

Patents

 

We capitalize external costs, such as filing fees and associated attorney fees, incurred to obtain issued patents and patent license rights. We expense costs associated with maintaining and defending patents subsequent to their issuance in the period incurred. We amortize capitalized patent costs for internally generated patents on a straight-line basis over 8 to 20 years, which represents the estimated useful lives of the patents. We assess the potential impairment to all capitalized net patent costs when events or changes in circumstances indicate that the carrying amount of our patent portfolio may not be recoverable.

 

 

 

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Revenue Recognition

 

Revenue will be measured according to Accounting Standards Codification (“ASC”) 606, Revenue – Revenue from Contracts with Customers, and will be recognized based on consideration specified in a contract with a customer and will exclude any sales incentives and amounts collected on behalf of third parties. The Company will recognize revenue when it satisfies a performance obligation by transferring control over a service or product to a customer. To achieve this core principle, the Company applies the following five steps: (1) Identify the contract with a client; (2) Identify the performance obligations in the contract; (3) Determine the transaction price; (4) Allocate the transaction price to performance obligations in the contract; and (5) Recognize revenues when or as the company satisfies a performance obligation. The Company will report revenues net of any tax assessed by a governmental authority that is both imposed on, and concurrent with, a specific revenue-producing transaction between a seller and a customer in the accompanying statements of operations. Collected taxes, if applicable, will be recorded within other current liabilities until remitted to the relevant taxing authority.

 

Subscriber revenue will consist primarily of subscription fees and other ancillary subscription-based revenues. Revenue will be recognized on a straight-line basis when the performance obligations to provide each service for the period have been satisfied, which is over time as our subscription services are continuously available and can be consumed by customers at any time. There is no revenue recognized for unpaid trial subscriptions.

 

Customers may pay for the services in advance of the performance obligation and therefore these prepayments will be recorded as deferred revenue. The deferred revenue will be recognized as revenue in the accompanying statements of operations as the services are provided.

 

Income Taxes

 

The Companies are single-member limited liability companies and are recognized as partnerships for federal and state income tax purposes. As partnerships, items of income, gains, losses, deductions, and credits are passed through to the member each year and reported on the member’s respective tax returns; accordingly, no provision for federal or state income taxes has been recorded in these combined financial statements.

 

The Companies are subject to examination by federal and state tax authorities for all open tax years. Management believes that any potential liability for income taxes, including related interest and penalties, would not have a material impact on the combined financial statements.

 

The Companies apply the provisions of ASC 740, Income Taxes, in evaluating uncertain tax positions. Management has analyzed the Companies’ tax positions and has determined that there are no uncertain tax positions that require recognition or disclosure in the combined financial statements.

 

Utilization of net operating loss carryforwards and other tax attributes may be subject to limitations under federal and state tax law, including changes in ownership or other restrictions, which could affect the timing and amount of future tax benefits.

 

Transaction Costs

 

The Company has incurred costs of $50,443 for the nine months ended 2025 for contemplating a merger with Auddia, Inc.

 

Note 2 – Going Concern

 

The Company recognized operating losses of $277,780 and $228,456 for the nine months ended September 30, 2025 and 2024, respectively. The Company is also pre-revenue and has no income generation. These conditions provide doubt about the entity’s ability to continue as a going concern. Historically, the Company’s member has provided the necessary support to fund the operations and activities of the Company.

 

 

 

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The Company’s future operations are ultimately dependent upon the market acceptance of the Company’s services and future revenues generated as well as its ability to manage its cash outflows from operations. If the Company does not achieve expected revenue levels or is unable to manage its cash outflows from operations, the Company will be required to obtain additional financing from its current member or other sources. In the event the Company requires additional financing, there can be no guarantee that the Company will successfully obtain the additional equity or debt financing in amounts and with terms acceptable to the Company.

 

Note 3 – Intangible Assets

 

Intangible assets, net, consisted of the following as of:

 

       September 30, 
   Life (in years)   2025   2024 
Patents  8-20   $1,289,187   $1,289,187 
Software  5    33,444    33,444 
Subtotal        1,322,631    1,322,631 
Less: Accumulated Amortization        (234,556)   (127,718)
Total intangible assets, net       $1,088,075   $1,194,913 

 

Future estimated amortization expense of intangibles as of September 30, 2025 is as follows:

 

Period Ended December 31,  Amount 
Remainder of 2025  $33,552 
2026   134,208 
2027   134,208 
2028   134,208 
2029   134,208 
Thereafter   517,691 
Total intangible assets, net  $1,088,075 

 

The Company had capitalized software development costs of $33,444 as of September 30, 2025 and December 31, 2024, respectively which are included in the accompanying combined balance sheets. Total amortization was $106,838 and $66,136 for the periods ended September 30, 2025 and 2024, respectively.

 

Note 4 – Accrued Expenses

 

Accrued expenses represent obligations for goods and services received that have not yet been invoiced or paid as of the reporting date. These liabilities are recorded when incurred in accordance with the accrual basis of accounting and are classified as current liabilities on the combined balance sheets. Accrued expenses consist of estimated legal and consulting fees.

 

Note 5 – Related Party Payable

 

As of December 31,2024, the Company reflected transactions with Prasari LLC, a related party who paid for certain expenses of the Company during 2023. These expenses totaled $23,090 and were recorded as a related party payable on the accompanying combined balance sheet as of December 31, 2024. These expenses were paid during the nine months ended September 30, 2025 and the related party payable was reduced to $0 as of September 30, 2025.

 

 

 

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Note 6 – Consideration Payable

 

On May 9, 2024, the Company entered into a patent purchase agreement in the amount of $1,000,000. As of September 30, 2025 and December 31, 2024, the remaining payments due amounted to $187,500 and $525,000, respectively.

 

The patent purchase agreement has three potential future commitments in the amount of $1,840,464 in exchange for reaching certain milestone events defined in the agreement. Management concluded that, due to the uncertainty and timing surrounding FDA application and approval as of the balance sheet date, the probability could not be reasonably determined and, accordingly, no accrual was recorded.

 

Note 7 – Equity

 

Voyex, LLC, Influence Healthcare, LLC, and LT 350, LLC are single member LLCs with one owner of the member’s equity of each entity. The sole member’s equity consists of capital contributions and the cumulative effect of net income or loss and distributions. No shares of stock are issued, and there are no other equity holders. The sole member has full control over the operations and financial decisions of the Company.

 

During the nine months ended September 30, 2025, member equity consisted of $479,590 in contributions and $1,500 in distributions. During the nine months ended September 30, 2024, member equity consisted of $687,201 in contributions.

 

Note 8 – Commitments and Contingencies

 

The Company is subject to legal proceedings and claims that arise in the ordinary course of business. In the opinion of management, there are no such matters and therefore the ultimate resolution of these matters is not expected to have a material adverse effect on the Company's financial position, results of operations or liquidity.

 

The Company did not have any lease obligations as of September 30, 2025 and December 31, 2024, that resulted in a lease liability or right-of-use-asset.

 

Note 9 – Segment Reporting

 

ASC Topic 280, “Segment Reporting,” establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information is available that is regularly evaluated by the Company’s chief operating decision maker, or group, in deciding how to allocate resources and assess performance.

 

 

 

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The Company’s Chief Executive Officer has been identified as the chief operating decision maker (“CODM”), who reviews the operating results for the Company at the subsidiary level to make decisions about allocating resources and assessing financial performance. Accordingly, management has determined that the Company has three operating segments with some general and administrative expenses held at the holding company level. To evaluate each reportable segment, the CODM uses operating expenses as a measure of profit and loss.

 

Segment Assets     September 30, 2025       December 31, 2024  
LT350   $ 214,316     $ 233,669  
Influence Healthcare     874,836       967,006  
Voyex     15,528       15,138  
Total Assets   $ 1,104,680     $ 1,215,813  
                 
                 
Segment Operating Expense     September 30, 2025       September 30, 2024  
LT350   $ 34,916     $ 65,073  
Influence Healthcare     124,718       117,382  
Voyex     67,703       46,001  
Thramann Holdings     50,443        
Total Operating Expense   $ 277,780     $ 228,456  

 

Note 10 – Subsequent Events

 

Management evaluated subsequent events and transactions that occurred after the balance sheet date, up to the date that the financial statements were issued. Based upon this review, other than below, management did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

 

The Company entered into a non-binding letter of intent (“LOI”) for a proposed business combination between Thramann Holdings, LLC (“Holdings”) and Auddia, Inc. ("Auddia”) The LOI contemplates a business combination between Auddia and Holdings with Auddia becoming a public holding company trading under a new name and ticker symbol. The transaction would result in the portfolio companies of Holdings and Auddia becoming subsidiaries of the public holding company.

 

On February 17, 2026, Auddia, acting upon the recommendation of its special committee of independent directors, entered into a definitive merger agreement for a business combination between Auddia and the Company

 

Auddia shareholders are expected to own approximately 20% of the combined company at closing.  Approximately 80% of the combined company is expected to be owned at closing by Jeff Thramann. The consideration payable to Mr. Thramann by the combined company will be a combination of (i) convertible preferred stock and (ii) non-convertible debt.

 

The exact percentage of the combined company that shareholders will own after completion of the merger is subject to adjustment based on Auddia’s net cash at the time of closing. The closing of the merger will be conditioned on Auddia having at least $12 million net cash on hand at closing in order to provide cash runway to fund the combined company to key future business milestones.

 

For more information about the business combination transaction, please see Auddia's Current Report on Form 8-K filed with the SEC on February 17, 2026.

 

 

 

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