| Item 1. | |
| (a) | Name of issuer:
Algorhythm Holdings, Inc. |
| (b) | Address of issuer's principal executive offices:
800 Corporate Drive, Suite 216, FORT LAUDERDALE, FLORIDA, 33334. |
| Item 2. | |
| (a) | Name of person filing:
This Schedule 13G is being filed by Azure Energy, LLC, a Delaware limited liability company ("Azure"), Andrew Little Thompson, an individual, and Kevin S. Tangen, an individual. |
| (b) | Address or principal business office or, if none, residence:
(1) Azure Energy, LLC
2459 Wilkinson Boulevard
Suite 120-C
Charlotte, NC 28208
(2) Andrew Little Thompson
Algorhythm Holdings, Inc.
800 Corporate Drive, Suite 216
Fort Lauderdale, FL 33334
(3) Kevin S. Tangen
Azure Energy, LLC
2459 Wilkinson Boulevard
Suite 120-C
Charlotte, NC 28208
|
| (c) | Citizenship:
Azure Energy, LLC is a Delaware limited liability company. Andrew Little Thompson and Kevin S. Tangen are citizens of the United States. |
| (d) | Title of class of securities:
Common Stock, par value $0.01 per share |
| (e) | CUSIP No.:
|
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC as Buyer ("Azure Holdings"), entered into an Asset Purchase Agreement with Azure Energy, LLC as Seller ("Azure") pursuant to which Azure Holdings acquired substantially all of Azure's assets for consideration consisting entirely of 4,076,312 shares of Common Stock and 22,038 shares of Series B Preferred Stock of Issuer, equal in value to $23,000,000. The Series B Preferred Stock is convertible into Common Stock only upon approval by Issuer's stockholders and, accordingly, is not included in the beneficial ownership reported herein.
Also on September 15, 2026, Issuer granted Mr. Thompson 2,119,542 restricted shares of Common Stock as an inducement grant under Nasdaq Listing Rule 5635(c)(4), of which 1,059,771 shares vested on the grant date and 1,059,771 shares vest on September 15, 2027.
Mr. Thompson owns 50% and is the Managing Partner of Azure and may be deemed to share voting and dispositive power over the shares held by Azure with Kevin S. Tangen, who also owns 50% of Azure. Mr. Thompson and Mr. Tangen each disclaim beneficial ownership of the shares held by Azure except to the extent of their pecuniary interest, if any, therein.
|
| (b) | Percent of class:
(i) Azure is the beneficial owner of 19.99% of Issuer's shares.
(ii) Mr. Thompson may be deemed to be the beneficial owner of 30.38% of Issuer's shares but disclaims beneficial ownership of shares held by Azure except to the extent of his pecuniary interest, if any, therein.
(iii) Mr. Tangen may be deemed to be the beneficial owner of 19.99% of Issuer's shares but disclaims beneficial ownership of shares held by Azure except to the extent of his pecuniary interest, if any, therein.
Percentages are based on 20,391,757 shares of common stock outstanding as of September 15, 2026. |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
(1) Azure 4,076,312
(2) Mr. Thompson 2,119,542
(3) Mr. Tangen 0
|
| | (ii) Shared power to vote or to direct the vote:
(1) Azure 0
(2) Mr. Thompson 4,076,312
(3) Mr. Tangen 4,076,312
|
| | (iii) Sole power to dispose or to direct the disposition of:
(1) Azure 4,076,312
(2) Mr. Thompson 2,119,542
(3) Mr. Tangen 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
(1) Azure 0
(2) Mr. Thompson 4,076,312
(3) Mr. Tangen 4,076,312
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| |
Not Applicable
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
The Reporting Persons may be deemed a group for purposes of Section 13(d)(3) of the Act. Each Reporting Person disclaims membership in a group except as expressly stated herein. See Exhibit 99.1. |
| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)