AUDDIA INC.

DEFM14A 1 auddia_defm14a.htm DEFINITIVE PROXY RELATING TO MERGER Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under Rule 14a-12 AUDDIA INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☐ No fee required. ☒ Fee previously paid with preliminary materials. ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. PROPOSED MERGER YOUR VOTE IS VERY IMPORTANT To the Stockholders of Auddia Inc., You are cordially invited to attend a special meeting of the stockholders of Auddia Inc. (also referred to as “Auddia,” “we” or “us”) to be held virtually on September 23, 2026, at 11:30 a.m. Eastern Time, at www.virtualshareholdermeeting.com/AUUD2026SM. Only stockholders who held shares of Auddia’s common stock at the close of business on August 3, 2026, the record date for the special meeting, will be entitled to receive notice of, and to vote at, the special meeting and any adjournments or postponements of the special meeting. At the special meeting, we will ask you to vote on a proposal to approve and adopt the Agreement and Plan of Merger that we entered into on February 17, 2026 with McCarthy Finney, Inc., a Delaware corporation (“Holdco,” or “McCarthy Finney”), Thramann Holdings, LLC., a Colorado limited liability company (“Thramann Holdings”), Thramann Merger Sub LLC, a Colorado limited liability company and wholly owned subsidiary of Holdco (“Thramann Merger Sub”) and Auddia Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Holdco (“Auddia Merger Sub”) (as amended from time to time, the “Merger Agreement”). The Merger Agreement provides (i) Thramann Merger Sub will merge with and into Thramann Holdings (the “Thramann Merger”), with Thramann Holdings surviving the Thramann Merger as a direct wholly owned subsidiary of Holdco, and (ii) Auddia Merger Sub will merge with and into Auddia (the “Auddia Merger” and, together with the Thramann Merger, the “Mergers” or “Business Combination”), with Auddia surviving the Auddia Merger as a direct wholly owned subsidiary of Holdco. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Auddia Merger (the “Auddia Merger Effective Time”), (i) each share of common stock of Auddia, par value $0.001 per share (“Auddia Common Stock”), issued and outstanding immediately prior to the Auddia Merger Effective Time other than Dissenting Shares (as defined below) will be canceled and converted into the right to receive one share of common stock of Holdco, par value $0.001 per share (“Holdco Common Stock”) (the “Common Merger Consideration”), and (ii) each share of Auddia’s Series C Preferred Stock, par value $0.001 per share, (collectively, the “Auddia Preferred Stock”) issued and outstanding immediately prior to the Auddia Merger Effective Time, shall be converted into the right to receive one fully paid and nonassessable share of Series C preferred stock, par value $0.001 per share, of Holdco (“Holdco Series C Preferred Stock”) (the “Preferred Merger Consideration”). For more information, see the section of the accompanying proxy statement/prospectus entitled “ The Transactions – Merger Consideration and Adjustment ”. Subject to the terms and conditions of the Merger Agreement, at the effective time of the Thramann Merger (the “Thramann Merger Effective Time”), each issued and outstanding membership interest of Thramann Holdings (“Thramann Membership Interest”) (other than any Excluded Shares (as defined below)) will be converted into and become exchangeable for the right to receive (i) a number of shares of Holdco Special Preferred Stock (as defined below) as determined based on a ratio calculated in accordance with the Merger Agreement and as further described below (the “Thramann Preferred Stock Consideration”) and (ii) an aggregate principal amount of Holdco Notes (as defined below) equal to $3.5 million, as determined based on a ratio calculated in accordance with the Merger Agreement and as further described below (the “ Thramann Notes Consideration ”, and, together with the Thramann Preferred Stock Consideration, the “ Thramann Merger Consideration ,” and, together with the Auddia Merger Consideration, as applicable, the “Holdco Merger Consideration ”). i Immediately after the Business Combination, Auddia securityholders as of immediately prior to the Business Combination are expected to own approximately 20% of the economic interests of Holdco and Jeffrey Thramann, sole member of Thramann Holdings and President, Chief Executive Officer and Chairperson of the Board of Auddia, will control 80% of the voting power of Holdco equity, including for the election of directors of Holdco. After the completion of the Business Combination, Mr. Thramann will own approximately 100% of the outstanding shares of Holdco’s Special Preferred Stock, par value $0.001 per share which votes together as a single class with Holdco Common Stock. As a result, Holdco will be a “controlled company” within the meaning of the rules of The Nasdaq Stock Market LLC (“Nasdaq”) and may elect not to comply with certain corporate governance standards. While Holdco does not presently intend to rely on these exemptions, Holdco may opt to utilize these exemptions in the future as long as it remains a controlled company. Holdco intends to apply to have Holdco Common Stock listed on the Nasdaq Capital Market under the symbol “MCFN.” At the special meeting, Auddia’s stockholders will be asked to consider and vote upon the following proposals: Proposal No. 1 - The Business Combination Proposal - to consider and vote upon a proposal to approve the Business Combination described in this proxy statement/prospectus, including (a) adopting the Merger Agreement, a copy of which is attached to the accompanying proxy statement/prospectus as Annex A , which, among other things, provides for the Thramann Merger and the Auddia Merger resulting in each of Thramann Holdings and Auddia surviving as a direct, wholly-owned subsidiary of Holdco, and (b) approving the other transactions contemplated by the Merger Agreement and related agreements described in this proxy statement/prospectus; Proposal No. 2 - The Holdco Organizational Document Advisory Proposal - to consider and vote upon, on a non-binding advisory basis, the following proposals to approve the material differences between the Auddia Charter and the Holdco Charter, attached hereto as Exhibit 3.2 and Annex B to this proxy statement/prospectus, respectively, to be in effect upon consummation of the Business Combination: (A) Officer Exculpation – approve the limitation of liability of certain officers of Holdco as permitted by recent amendments to Delaware law. Proposal No. 3 - The Equity Incentive Plan Proposal - to consider and vote on a proposal to approve and adopt the 2026 Equity Incentive Plan established to be effective after the Closing; Proposal No. 4 - Auditor Ratification Proposal - to ratify the appointment of Haynie & Company as our independent registered public accounting firm for the fiscal year ending December 31, 2026; Proposal No. 5 - The Adjournment Proposal - to consider and vote upon a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of one or more proposals at the special