Algorhythm Holdings (NASDAQ: RIME) details SMCB deal with new financials

Rhea-AI Filing Summary

Algorhythm Holdings, Inc. filed an amended current report to add detailed financial information for its recently acquired Indian subsidiary, SMCB Solutions Private Limited. Through its subsidiary SemiCab Holdings, LLC, the company completed an Equity Purchase Agreement on May 2, 2025, buying 9,999 equity shares of SMCB with Rs. 10 par value, representing 99.99% of SMCB’s outstanding equity. The amendment supplies audited balance sheets and audited statements of operations, shareholders’ equity and cash flows for SMCB for the years ended March 31, 2025 and 2024, along with unaudited pro forma combined financial statements showing how SMCB would affect Algorhythm’s results. These exhibits give investors a clearer picture of the acquired business and how it fits into Algorhythm’s consolidated financials.

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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.

(d) Exhibits.

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

FAQ

What did Algorhythm Holdings (RIME) change in this Form 8-K/A?

Algorhythm Holdings, Inc. amended a prior current report to add the required historical financial statements of SMCB Solutions Private Limited and unaudited pro forma combined financial information reflecting the acquisition.

What company did Algorhythm Holdings acquire through SemiCab Holdings?

The company, through its subsidiary SemiCab Holdings, LLC, acquired SMCB Solutions Private Limited, an Indian company, by purchasing its issued and outstanding equity shares.

How much of SMCB did Algorhythm Holdings acquire?

SemiCab Holdings purchased 9,999 equity shares of SMCB Solutions Private Limited with Rs. 10 par value, representing 99.99% of SMCB’s issued and outstanding equity shares.

When was the SMCB acquisition by Algorhythm Holdings completed?

The Equity Purchase Agreement is dated May 2, 2025, which is also the closing date on which the acquisition of SMCB Solutions Private Limited was consummated.

What financial statements for SMCB are now available to Algorhythm Holdings investors?

The filing includes audited balance sheets of SMCB as of March 31, 2025 and 2024, and audited statements of operations, shareholders’ equity and cash flows for the years ended March 31, 2025 and 2024, plus related notes.

What pro forma information did Algorhythm Holdings provide for the SMCB deal?

The company filed an unaudited pro forma condensed combined balance sheet as of March 31, 2025, an unaudited pro forma condensed combined statement of operations for the three-month period ended March 31, 2025, and for the year ended December 31, 2024, with related notes.

Which key agreements related to the SMCB acquisition are listed as exhibits?

Exhibits include the Equity Purchase Agreement dated May 2, 2025, a Promissory Note issued by Algorhythm Holdings, Inc. in favor of SemiCab, Inc., and the Amended and Restated Limited Liability Company Agreement of SemiCab Holdings, LLC, along with a press release and the SMCB financial statements.