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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date
of Report (Date of earliest event reported): |
May
2, 2025 |
|
| ALGORHYTHM
HOLDINGS, INC. |
| (Exact
Name of Registrant as Specified in Charter) |
| Delaware |
|
001-41405 |
|
95-3795478 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
| 6301
NW 5th Way, Suite 2900 |
|
|
| Fort
Lauderdale, FL |
|
33309 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
| Registrant’s
Telephone Number, Including Area Code: |
|
(954)
596-1000 |
Not
Applicable
(Former
Name or Former Address, if Changed Since Last Report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions (see General Instruction A.2. below):
| ☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.01 per share |
|
RIME |
|
The
Nasdaq Stock Market LLC
(The
Nasdaq Capital Market) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
EXPLANATORY
NOTE
On
May 8, 2025, Algorhythm Holdings, Inc., a Delaware corporation (the “Company”), filed a Current Report on Form 8-K (the “Original
Form 8-K”) with the Securities and Exchange Commission to report that it and its subsidiary, SemiCab Holdings, LLC, a Nevada limited
liability, entered into that certain Equity Purchase Agreement, dated May 2, 2025 (the “Closing Date”) with SemiCab Inc.,
a Delaware corporation, pursuant to which SemiCab Holdings purchased 9,999 shares of the issued and outstanding equity shares, Rs. 10
par value, of SMCB Solutions Private Limited, an Indian company (“SMCB”), representing 99.99% of the issued and outstanding
equity shares of SMCB. The transactions contemplated therein were consummated on the Closing Date. This Current Report on Form 8-K/A
(this “Form 8-K/A”) amends the Original Form 8-K to include the required financial statements and pro forma financial information
with respect to SMCB.
Section
9 – Financial Statements and Exhibits
| Item
9.01 | Financial
Statements and Exhibits. |
| |
(a) |
Financial Statements
of Businesses or Funds Acquired. |
The
audited balance sheets of SMCB as of March 31, 2025 and 2024 and the audited statements of operations, shareholders’ equity
and cash flows of SMCB for the years ended March 31, 2025 and 2024, and the notes related thereto, are filed as Exhibit 99.2 to this
Form 8-K/A and incorporated by reference herein.
| |
(b) |
Pro Forma
Financial Information. |
The
unaudited pro forma condensed combined balance sheet of SMCB as of March 31, 2025, the unaudited pro forma condensed combined statement
of operations of SMCB for the three-month period ended March 31, 2025, and the unaudited pro forma condensed combined statement of operations
of SMCB for the year ended December 31, 2024, and the notes related thereto, are filed as Exhibit 99.3 to this Form 8-K/A and incorporated
by reference herein.
| Exhibit
No. |
|
Description |
| 10.1* |
|
Equity Purchase Agreement, dated May 2, 2025, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC and SemiCab, Inc. |
| |
|
|
| 10.2* |
|
Promissory Note, dated May 2, 2025, issued by Algorhythm Holdings, Inc. in favor of SemiCab, Inc. |
| |
|
|
| 10.3* |
|
Amended and Restated Limited Liability Company Agreement of SemiCab Holdings, LLC, dated May 2, 2025, by and among Algorhythm Holdings, Inc., SemiCab Holdings, LLC, Ajesh Kapoor and Vivek Sehgal. |
| |
|
|
| 23.1 |
|
Consent of Berkowitz Pollack Brant, Advisors + CPAs |
| |
|
|
| 99.1* |
|
Press Release issued May 5, 2025 |
| |
|
|
| 99.2 |
|
Audited
balance sheets of SMCB as of March 31, 2025 and 2024 and audited statements of operations, shareholders’ equity and cash flows
of SMCB for the years ended March 31, 2025 and 2024, and the notes related thereto |
| |
|
|
| 99.3 |
|
Unaudited pro forma condensed combined balance sheet as of March 31, 2025, unaudited pro forma condensed combined statement of operations for the three-month period ended March 31, 2025, and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2024, and the notes related thereto |
| |
|
|
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document) |
*
Previously filed
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| Date:
October 3, 2025 |
ALGORHYTHM
HOLDINGS, INC. |
| |
|
|
| |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
