Please wait

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13D/A 0001493152-23-043228 0002002363 XXXXXXXX LIVE 001 Common Stock, par value $0.01 per share 02/18/2025 false 0000923601 829322403 Algorhythm Holdings, Inc. 6301 NW 5th Way STE 2900 Fort Lauderdale FL 33309 Jay B. Foreman (561) 997-8901 301 Yamato Road Suite 4200 Boca Raton FL 33431 Michael Rosenthal (312) 819-1900 150 N. Riverside Plaza Suite 3000 Chicago IL 60606 0002002363 N Regalia Ventures, LLC a OO N DE 0.00 0.00 0.00 0.00 0.00 N 0 OO 0001934411 N Jay B. Foreman a OO N X1 254.00 0.00 254.00 0.00 254.00 N 0.01 IN Based on 2,381,799 shares of the issuer's common stock outstanding as of February 10, 2025, as stated in the Issuer's Current Report on Form 8-K, filed with the SEC on February 6, 2025. Common Stock, par value $0.01 per share Algorhythm Holdings, Inc. 6301 NW 5th Way STE 2900 Fort Lauderdale FL 33309 As of February 18, 2025, the reporting persons are no longer the beneficial owners of more than five percent of the common stock of the Issuer. Pursuant to that certain Stock Repurchase Agreement (the "Repurchase Agreement"), dated as of November 1, 2024, by and between the Issuer and Regalia Ventures, LLC ("Regalia"), the Issuer agreed to repurchase 5,494 shares of common stock from Regalia (the "Regalia Shares"), taking into account the 1-for-200 reverse stock split effected by the Company on February 10, 2025. Pursuant to the terms of the Repurchase Agreement, the Company purchased the Regalia Shares as of February 18, 2025, in exchange for a promissory note with a principal amount of $472,527.43 (the "Promissory Note"). Such Promissory Note bears interest at 10% per annum, such interest payable monthly, and the principal and outstanding interest under such Promissory Note shall become due and payable on demand from Regalia. 1. Stock Repurchase Agreement, dated as of November 1, 2024. 2. https://www.sec.gov/Archives/edgar/data/923601/000149315223042523/ex10-1.htm 3. https://www.sec.gov/Archives/edgar/data/923601/000149315223043228/ex99-2.htm Regalia Ventures, LLC /s/ Jay B. Foreman Jay B. Foreman, Sole Member 02/19/2025 Jay B. Foreman /s/ Jay B. Foreman Jay B. Foreman, Sole Member 02/19/2025