Auddia Inc.

10/07/2026 | Press release | Distributed by Public on 10/08/2026 01:34

CEO Letter to Shareholders

Fellow Shareholders,

This past year has been the most transformative in Auddia's history as we worked towards completing the proposed merger with Thramann Holdings and transition into a public AI-native operating company across several major verticals. My conviction to the core thesis underlying the merger has grown exponentially over the past year as the use of AI has become an invaluable asset for the work I do every day and I see firsthand the power of the technology for building and operating companies.

Although we are rescheduling the shareholder meeting as previously communicated, I want to be clear that the Board, the Special Committee, and myself, along with the management team, continue to believe that the merger continues to represent the best opportunity for maximizing shareholder value. With 89% of the shareholders who voted on the merger supporting the transaction, our shareholders appear to be similarly aligned.

The reason we cancelled the shareholder meeting is because a merger requires a higher number of shareholders to affirmatively vote than is required for most other shareholder voting items. We were not able to directly contact enough shareholders to discuss with them the heightened need to take the action of voting. To ensure we secure enough votes at the rescheduled meeting, our goal is to include a newly invigorated shareholder base, as well as interested potential strategic partners and fundamental long term investors, as shareholders of record for our next vote.

To support that objective, I am providing an update on the most compelling developments I see driving value to the merger. Although I touch on all the subsidiaries, my focus is on the continuing emergence of LT350 as a compelling solution to the growing community resistance threatening the deployment of datacenters and, in turn, the position of AI leadership currently held by our country.

Auddia's Transformation Into a Multi Subsidiary AI-Native Operating Company

Throughout 2026, we have consistently executed against a clear strategy to create McCarthy Finney (MCFN) as a public, AI-native operating company with subsidiaries positioned in high value, high growth markets.

At the parent company level we have established the governance, capital markets strategy, and cross subsidiary framework required to support the combined organization, to include preparing for integration into the MCFN operating system post-merger.

Auddia has completed its transition from a B2C subscription model to a B2B model that is seeing artists pay a subscription for guaranteed plays on the streams of mainstream AM/FM radio stations, while securing high value data and fan relationships to expand their careers. This transition has demonstrated the first quarter over quarter revenue growth in the company's history. The traction Auddia is seeing with the Discovr platform has led to our first label partnership and is opening doors to multiple strategic discussions.

Influence Healthcare is currently negotiating a definitive lease agreement to secure access to its first hospital. This hospital has four operating rooms and as previously announced Influence Healthcare expects to generate early and meaningful revenue from this facility as it proves out its innovative value-based care business model.

The most significant developments since announcement of the merger agreement have been with LT350 and its emergence on the national scene as a compelling solution to almost all of the pain points the datacenter space is feeling as communities push back due to concerns about electricity rates, water consumption, and land use. I believe LT350 represents the most unique and compelling opportunity within the AI infrastructure space today and I am using this letter to tell our shareholders why.

LT350: A Category Defining Solution for Distributed Datacenters

Since July of this year, LT350 has been gaining increasing media visibility and interest from a growing list of prospective strategic partners as a differentiated approach to AI infrastructure solves the main resistance points plaguing standard AI infrastructure deployments. This is happening at a time when the industry is transitioning from the training of models to the use of models, known as inference. As models get used, datacenters need to get closer to where the compute is used so delays are minimized. The question becomes, where can these datacenters be deployed to remain competitive on the international stage while simultaneously not upending communities.

I believe the answer lies in what LT350 is building. A new category of AI infrastructure that deploys widely distributed mini datacenters as solar canopies in the airspace of existing parking lots. Each canopy integrates the following capabilities through prefabricated modular cartridges attached to the canopy:

  • GPU compute: modular compute capacity configured for AI inference and other high density workloads

  • Power infrastructure: electrical distribution, inverter systems, and controls designed for datacenter grade operation

  • Battery storage: energy storage intended to support load management, resilience, and integration with the grid

  • Cooling: zero water liquid cooling systems designed for a high density GPU cartridge environment

  • Microgrid controls: software and equipment intended to coordinate utility power, storage, generation, and compute demand

  • Fiber connectivity: diverse network routes designed to connect distributed sites with customers, cloud environments, and other LT350 locations

  • Cloud orchestration: a management layer intended to provision workloads, monitor performance, and coordinate capacity across a distributed fleet

This architecture directly addresses the community resistance pain points that are slowing hyperscale datacenter expansion, i.e., land use, noise, water consumption, power availability, and multiyear permitting delays.

National Media Coverage

Because of LT350's unique positioning, the company has been featured across multiple media outlets over the past weeks:

  • Fox Business News (Varney & Co.)

  • Bloomberg News Network

  • Fox 17 Nashville (twice)

  • Cheddar

  • Multiple print outlets

This coverage has elevated LT350 into the national conversation around AI infrastructure, distributed compute, and datacenter alternatives.

Strategic Partner Engagement

The media attention has simultaneously accelerated multiple strategic partnership discussions with fiber optic network providers and distributed real estate property owners consisting of REITs, convenience store gas stations, quick service restaurants, and big box retail brands along with others. By engaging as strategic partners, the opportunity LT350 is discussing is deploying canopies in the parking lots of real estate partners to drive new revenue to both the fiber provider and the parking lot owner as LT350 aims to leverage a national network of fiber and distributed real estate sites to attract colocation and managed services contracts from GPU access buyers in need of distributed datacenter space.

In addition to entering discussions with strategic partners to present a national network of readily deployable distributed datacenter sites to GPU access buyers, LT350 is also entering into discussions with end users of AI compute for applications such as healthcare, financial services, government, defense, and critical infrastructure where both the security of data and continuity of services is mission critical. As previously reported, LT350 has an LOI in place to install the first canopy at a hospital in the Dallas MSA. Progress is being made on the design and engineering of the pilot which is expected to be deployed next year. With data and AI compute rising to the level of national security and international competitiveness, the LT350 solution attracted the attention of former Secretary of Defense Mark Esper, who we recently announced as a member of the LT350 board. We expect Secretary Esper's expertise will help the company position the LT350 distributed canopy solution as a leading platform for architecting highly secure and resilient datacenter solutions for critical infrastructure.

The Structural Advantage: LT350 Owns the Parking Lot Opportunity

Fundamental investors tend to look for a structural advantage often described as an unfair competitive advantage. This is something competitors cannot replicate.

I believe LT350's intellectual property creates a powerful, differentiated position around the deployment of datacenter grade infrastructure by focusing on the airspace above existing parking lots. This canopy based approach can provide meaningful advantages in site availability, proximity to enterprise activity, energy integration, deployment speed, and capital efficiency.

This differentiation is why I believe LT350 is receiving such strong interest. The company is not competing with other datacenter developers for the best locations, it is redefining where datacenters can exist and it is pursuing that opportunity behind the moat of its portfolio of 14 issued patents.

LT350's GTM Strategy: Securing Large GPU Access Contracts

LT350 is pursuing the multiyear GPU access contracts being signed today by:

  • Hyperscalers

  • Neoclouds

  • Foundation model developers

  • Large enterprise AI buyers

The contracts being signed and reported publicly are frequently of significant size, carry long terms and are often non-cancellable. Many are being signed now for delivery of the bulk of contracted GPUs in 2028 and beyond. This fits well with the commercialization timeline of LT350.

LT350 is in the process of pursuing these contracts through a strategy of creating a consortium of real estate and fiber optic partners to present what I expect to be the largest national footprint of available sites for distributed AI datacenter deployments. The company is currently in multiple discussions with potential partners as interest in the opportunity to generate meaningful new revenue from a parking lot asset that currently generates no revenue is significant. If successfully executed, this repeatable canopy, fiber, and real estate partnership model could support rapid expansion across multiple markets.

As these partnerships are secured, Auddia will be updating investors through announcements.

I believe LT350 is well positioned to capture a large percentage of future contracts because the modular canopy and cartridge platform may:

  • Resolve the community resistance bottleneck

  • Deploy faster than traditional datacenters

  • Locate compute closer to enterprise workflows

  • Match mini datacenter deployments to available grid infrastructure

  • Serve as a grid resource to capture curtailment at the circuit level

  • Support the grid by islanding during peak grid stress

  • Leverage national fiber partners for routing diversity and redundancy

This combination offers what I believe is the most attractive distributed datacenter opportunity to meet the compute needs of GPU access buyers.

Valuation Perspective: Public GPU Access Contracts & LT350's Premium Positioning

To provide shareholders with context on the market, listed below are several recent GPU access contracts that have been publicly disclosed through filings, earnings calls, or press releases. These contracts illustrate the scale of demand and the pricing trajectory for GPU reservations. They represent the same contracts LT350 is targeting with its GTM strategy.

  • Akamai announced an $11.6 billion, seven year AI infrastructure agreement with Anthropic, with expansion potential of up to $9 billion, bringing the total commitment to nearly $20 billion

  • Nscale disclosed a $3.5 billion agreement with Figure AI for access to 100,000 GPUs

  • Nebius guided to multiyear GPU access pricing moving from $12 million per MW earlier in the year to $20 million per MW over the summer with negotiations on future rates escalating into the $30 million or more per MW range

  • Applied Digital disclosed a $5.2 billion multiyear GPU hosting agreement

I believe these transactions and many others clearly demonstrate that buyers of AI compute are making significant long duration commitments to secure compute capacity to service the demand they are seeing for their models. LT350 has not yet secured contracts of comparable scale, and its ability to do so will depend on successful technical validation, deployment execution, partnerships, financing, and continued growth in demand for distributed inference capacity.

That said, the prices of current contracts do not reflect the premium pricing LT350 is expected to secure. Being more widely distributed and closer to customers typically results in premium pricing. I believe LT350 is optimally positioned to win outsized market share of this premium market segment.

Datacenter Cost Structure: Why LT350's Economics Are Fundamentally Different

Recent CRE industry data shows that AI ready datacenter construction costs have risen sharply, now ranging from $15 to $35 million per MW, with some high demand markets exceeding $40 million per MW.

Against this backdrop, LT350's economics are fundamentally different. Because LT350 does not need to acquire land, build infrastructure to a site, or construct a building, its patented canopy architecture is expected to deliver AI ready datacenter infrastructure at approximately $3 million per MW.

Deployment timelines are also expected to be significantly shorter because minimal permitting is required to deploy a canopy structure in a parking lot. Instead of constructing a building, LT350 installs footers for the structural columns and assembles the steel canopy structure. This is expected to be completed in weeks, similar to standard solar canopy projects today.

LT350 also expects to save significantly on onsite labor as cartridges are prefabricated and arrive at the site for plug & play attachment to the canopy structure. This is expected to further speed up deployments while significantly lowering onsite labor costs.

Taken together, the above comps show the market is assigning substantial value to GPU dense infrastructure platforms, even when they rely on traditional datacenter economics and centralized architectures. LT350 offers a structurally different model that expects to deliver a lower cost per MW, higher pricing power per MW, wider deployability, and a defensible IP moat around one of the most abundant real estate classes in the country, parking lots.

As AI shifts from training to inference, we believe LT350's proximity driven deployments, patented canopy design, and lower cost structure position the company to capture a significant number of the large, multiyear inference contracts that are now defining the landscape for AI infrastructure.

This is currently the most compelling opportunity we are aligning the merger vote around.

Looking Ahead

In the coming weeks, we expect to provide additional information on LT350's strategic progress, announce partnerships as agreements are executed, establish a new record date for the rescheduled shareholder meeting, and continue working toward completion of the proposed merger. Our objective is to ensure that shareholders can evaluate the transaction with a clear understanding of the combined company, the progress achieved to date, and the opportunities and execution requirements still ahead.

This has been a year of significant operational and strategic progress. Auddia's transition from a B2C subscription model to a B2B model with the launch of Discovr Radio is showing early promising results, and LT350 has added an important new dimension to the merger and to our view of the combined company's long-term potential. At the same time, we recognize that realizing that potential will require disciplined execution, successful technical and commercial validation, access to additional capital, and continued support from our shareholders and partners. We remain focused on those priorities and on completing the merger from a position that reflects the opportunity before us.

Thank you for your continued support and engagement. We look forward to sharing more updates soon.

Sincerely,

Jeffrey J. Thramann

Chairman & Chief Executive Officer

Auddia Inc.

Cautionary Note on Forward-Looking Statements

Certain statements in this communication, other than purely historical information, may constitute "forward-looking statements" within the meaning of the federal securities laws, including for purposes of the "safe harbor" provisions under the Private Securities Litigation Reform Act of 1995, concerning Auddia, Thramann Holdings, LT350 and the proposed merger between Auddia and Thramann Holdings (the "Proposed Transaction") and other matters. These forward-looking statements include, but are not limited to, express or implied statements relating to Auddia's and Thramann Holdings' management expectations, hopes, beliefs, intentions or strategies regarding the future including, without limitation, statements regarding: the structure, timing and completion of the proposed merger by and between Auddia and Thramann Holdings, and the expected effects, perceived benefits or opportunities of the Proposed Transaction; the future operations of the combined company, including research and development activities; the nature, strategy and focus of the combined company; the development and commercial potential and potential benefits of any products and services of the combined company; and other statements that are not historical fact.

All statements other than statements of historical fact contained in this communication are forward-looking statements. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "opportunity," "potential," "milestones," "pipeline," "can," "goal," "strategy," "target," "anticipate," "achieve," "believe," "contemplate," "continue," "could," "estimate," "expect," "intends," "may," "plan," "possible," "project," "should," "will," "would" and similar expressions (including the negatives of these terms or variations of them) may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These forward-looking statements are made based on current expectations, estimates, forecasts, and projections, as well as the beliefs and assumptions of management, concerning future developments and their potential effects. There can be no assurance that future developments affecting Auddia, Thramann Holdings, LT350 or the Proposed Transaction will be those that have been anticipated.

These forward-looking statements involve a number of risks and uncertainties, some of which are beyond Auddia's or Thramann Holdings' control, or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the risk that the conditions to the Closing or consummation of the Proposed Transaction are not satisfied, including the failure to timely obtain approval of the proposed merger from Auddia's stockholders the risk that the required financing is not obtained in a timely manner, if at all; uncertainties as to the timing of the consummation of the Proposed Transaction; risks related to Auddia's continued listing on Nasdaq until closing of the Proposed Transaction and the combined company's ability to remain listed following the Closing; uncertainties regarding the impact any delay in the Closing would have on the anticipated cash resources of the combined company, and other events and unanticipated spending and costs that could reduce the combined company's cash resources; the occurrence of any event, change or other circumstance or condition that could give rise to the termination of the merger agreement; the effect of the announcement or pendency of the merger on Auddia's or Thramann Holdings' business relationships, operating results and business generally; costs related to the merger; the risk that as a result of adjustments to the exchange ratio, Auddia's or Thramann Holdings' stockholders could own more or less of the combined company than is currently anticipated; risks related to the market price of Auddia's common stock relative to the value suggested by the exchange ratio; risks related to the inability of the combined company to obtain sufficient additional capital to continue to advance the development of its products and services; costs of the Proposed Transaction and unexpected costs, charges or expenses resulting from the Proposed Transaction; potential adverse reactions or changes to business relationships, operating results, and business generally, resulting from the announcement or completion of the Proposed Transaction.

Actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties. These and other risks and uncertainties are more fully described in periodic filings with the SEC, including the factors described in the section titled "Risk Factors" in Auddia's Annual Report on Form 10-K for the year ended December 31, 2025, which was originally filed with the SEC on March 6, 2026, subsequent Quarterly Reports on Form 10-Q filed with the SEC, and in other filings that Auddia makes and will make with the SEC in connection with the Proposed Transaction, including the Form S-4 and Proxy Statement described below, as well as discussions of potential risks, uncertainties, and other important factors included in other filings by Auddia from time to time. Should one or more of these risks or uncertainties materialize, or should any of Auddia's or Thramann Holdings' assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Nothing in this communication should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements in this communication, which speak only as of the date they are made and are qualified in their entirety by reference to the cautionary statements herein. Neither Auddia nor Thramann Holdings undertakes or accepts any duty to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any such statements are based, except as required by law. This communication does not purport to summarize all of the conditions, risks and other attributes of an investment in Auddia or Thramann Holdings.

No Offer or Solicitation

This communication and the information contained herein is not intended to and does not constitute (i) a solicitation of a proxy, consent or approval with respect to any securities or in respect of the proposed transaction or (ii) an offer to sell or the solicitation of an offer to subscribe for or buy or an invitation to purchase or subscribe for any securities pursuant to the proposed transaction or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law, or an exemption therefrom. Subject to certain exceptions to be approved by the relevant regulators or certain facts to be ascertained, the public offer will not be made directly or indirectly, in or into any jurisdiction where to do so would constitute a violation of the laws of such jurisdiction, or by use of the mails or by any means or instrumentality (including without limitation, facsimile transmission, telephone and the internet) of interstate or foreign commerce, or any facility of a national securities exchange, of any such jurisdiction.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES OR DETERMINED IF THIS COMMUNICATION IS TRUTHFUL OR COMPLETE.

Important Additional Information about the Proposed Transaction Will be Filed with the SEC

This communication relates to the proposed merger involving Auddia and Thramann Holdings and may be deemed to be solicitation material in respect of the proposed merger. In connection with the proposed Transaction, Auddia intends to file relevant materials with the SEC, including a registration statement on Form S-4 (the "Form S-4") that will contain a proxy statement (the "Proxy Statement") and prospectus. This communication is not a substitute for the Form S-4, the Proxy Statement or for any other document that Auddia may file with the SEC and/or send to Auddia's stockholders in connection with the proposed merger. AUDDIA URGES, BEFORE MAKING ANY VOTING DECISION, INVESTORS AND STOCKHOLDERS TO READ THE FORM S-4, THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT AUDDIA, THRAMANN HOLDINGS, THE PROPOSED TRANSACTION AND RELATED MATTERS.

Investors and stockholders will be able to obtain free copies of the Form S-4, the Proxy Statement and other documents filed by Auddia with the SEC (when they become available) through the website maintained by the SEC at www.sec.gov. Copies of documents filed by Auddia with the SEC will also be available free of charge on Auddia's website at www.auddia.com or by contacting Auddia Investor Relations at investors.auddiainc.com/contact. In addition, investors and stockholders should note that Auddia communicates with investors and the public through its investor-relations website at investors.auddiainc.com.

Participants in the Solicitation

Auddia, Thramann Holdings, and their respective directors and certain of their executive officers and other members of management may be deemed to be participants in the solicitation of proxies from Auddia's stockholders in connection with the proposed transaction under the rules of the SEC. Information about Auddia's directors and executive officers, including a description of their interests in Auddia, is included in Auddia's most recent Annual Report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 6, 2026. Additional information regarding the persons who may be deemed participants in the proxy solicitations, including about the directors and executive officers of Thramann Holdings, and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the Form S-4, the Proxy Statement and other relevant materials to be filed with the SEC when they become available. These documents can be obtained free of charge from the sources indicated above.

Auddia Inc. published this content on October 07, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on October 08, 2026 at 07:34 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]