Filing Details
- Accession Number:
- 0001104659-25-015287
- Form Type:
- 13D Filing
- Publication Date:
- 2025-02-18 19:00:00
- Filed By:
- Regalia Ventures, LLC
- Company:
- Algorhythm Holdings Inc. (OTCMKTS:RIME)
- Filing Date:
- 2025-02-19
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Regalia Ventures, LLC | 0 | 0 | 0 | 0 | 0 | 0% |
| Jay B. Foreman | 254 | 0 | 254 | 0 | 254 | 0.01% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 001)
|
Algorhythm Holdings, Inc. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
829322403 (CUSIP Number) |
Jay B. Foreman 301 Yamato Road, Suite 4200 Boca Raton, FL, 33431 (561) 997-8901 Michael Rosenthal 150 N. Riverside Plaza, Suite 3000 Chicago, IL, 60606 (312) 819-1900 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 829322403 |
| 1 |
Name of reporting person
Regalia Ventures, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
 (a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
|
| CUSIP No. | 829322403 |
| 1 |
Name of reporting person
Jay B. Foreman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
254.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.01 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
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.
SCHEDULE 13D
|
| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share |
| (b) | Name of Issuer:
Algorhythm Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6301 NW 5th Way, STE 2900, Fort Lauderdale,
FLORIDA
, 33309. |
| Item 5. | Interest in Securities of the Issuer |
| (e) | 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. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities 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. | |
| Item 7. | Material to be Filed as Exhibits. |
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 |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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