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SCHEDULE 13D/A 0001104659-21-107284 0001877714 XXXXXXXX LIVE 3 Common Stock 02/18/2025 false 0000923601 829322403 Algorhythm Holdings, Inc. 6301 NW 5th Way, STE 2900 Fort Lauderdale FL 33309 Lloyd Feldman 514-664-1244 730, rue Wellington Montreal A8 H3C 1T4 0001877714 N Stingray Group Inc. OO N Z4 0.00 2722.00 0.00 2722.00 2722.00 N 0.1 CO 0001877716 N Eric Boyko OO N Z4 0.00 2722.00 0.00 2722.00 2722.00 N 0.1 IN Common Stock Algorhythm Holdings, Inc. 6301 NW 5th Way, STE 2900 Fort Lauderdale FL 33309 Stingray Group Inc. 730 Rue Wellington, Montreal, Quebec, H3C 1T4 Music streaming and broadcasting. No No Corporation organized under the Canada Business Corporations Act. This Amendment No. 3 (this "Amendment") relates to the shares of Common Stock, par value $0.01 per share (the "Common Stock") of Algorhythm Holdings, Inc. (the "Issuer"), and amends and supplements the initial Statement on Schedule 13D, filed on August 18, 2021 (the "Statement", as amended by an Amendment No. 1 filed on May 26, 2022, and as further amended by an Amendment No. 2 filed on November 24, 2023). This Amendment is filed by Stingray Group Inc., a corporation incorporated under the laws of Canada and governed by the Canada Business Corporations Act ("Stingray"), and Eric Boyko, an individual ("Boyko", and together with Stingray, the "Reporting Persons"). The Statement, as so amended by this Amendment, is referred to herein as the "Schedule 13D". The joint filing agreement of the Reporting Persons is attached hereto as Exhibit A. On February 18, 2025, pursuant to a Stock Repurchase Agreement entered into between Stingray and the Issuer as of December 3, 2024, Stingray sold to the Issuer 5,494 shares of Common Stock for a price per share equal to $0.26, payable by way of an issuance by the Issuer of a promissory note to Stingray. The Reporting Persons intend to review their investments in the Issuer on a continuing basis and may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. 2,722 shares of common stock representing 0.1% of the Issuer's issued and outstanding shares. 2,722 As of February 18, 2025, Stingray beneficially owned approximately 0.1% of the Issuer's outstanding shares of Common Stock. The foregoing percentage is based on 2,381,799 shares of Common Stock outstanding, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025 and after taking into account a 1-for-200 reverse stock split of the Issuer's outstanding shares of Common Stock as reported in such Form 8-K. As of May 31, 2024, Boyko controlled, indirectly or directly, approximately 70.78% of the combined voting power of Stingray's outstanding shares. As a result, Boyko may be deemed to share beneficial ownership of the shares of Common Stock. The filing of this Schedule 13D shall not be deemed to constitute an admission by Boyko that he is the beneficial owner of any of the securities reported herein for purposes of Section 13(d) of Act or for any other purpose, and such beneficial ownership is expressly disclaimed. February 18, 2025 The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. On February 19, 2025, the Reporting Persons entered into a Joint Filing Agreement pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, a copy of which is attached to this Schedule 13D as Exhibit A. Joint Filing Agreement to be added as Exhibit A. Stingray Group Inc. /s/ Eric Boyko President and Chief Executive Officer 02/19/2025 Eric Boyko /s/ Eric Boyko Eric Boyko 02/19/2025