UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
12b-25
SEC
File Number: 001-41405
CUSIP
Number: 829322502
NOTIFICATION
OF LATE FILING
| (Check
one): |
☒
Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR |
| |
For
Period Ended: December 31, 2025 |
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|
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☐
Transition Report on Form 10-K |
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|
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☐
Transition Report on Form 20-F |
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|
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☐
Transition Report on Form 11-K |
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|
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☐
Transition Report on Form 10-Q |
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|
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For
the Transition Period Ended: |
Nothing
in this form shall be construed to imply that the Commission
has
verified any information contained herein.
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
| |
Algorhythm
Holdings, Inc. |
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Full
Name of Registrant |
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|
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Former
Name if Applicable |
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6301
NW 5th Way, Suite 2900 |
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Address
of Principal Executive Office (Street and Number) |
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Fort
Lauderdale, FL 33309 |
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City,
State and Zip Code |
PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
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(a) |
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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| ☒ |
(b) |
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11–K, Form N-CEN or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly
report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on of before
the fifth calendar day following the prescribed due date; and |
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|
|
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(c) |
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
Algorhythm
Holdings, Inc. (the “Company”) is unable to file within the prescribed time period, without unreasonable effort or expense,
its Annual Report on Form 10-K for the year ended December 31, 2025. In accordance with Rule 12b-25 of the Securities Exchange Act of
1934, the Company will file its Form 10-K no later than the fifteenth calendar day following the prescribed due date.
PART
IV
OTHER
INFORMATION
| (1) |
Name
and telephone number of person to contact in regard to this notification. |
| |
Alex
Andre |
|
954 |
|
800-0425
|
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(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
| (2) |
Have
all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s). ☒ Yes ☐ No |
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|
| (3) |
Is
it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof? ☐ Yes ☒ No |
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
| Algorhythm
Holdings, Inc. |
| (Name
of Registrant as Specified in Charter) |
has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date:
April 1, 2026 |
By: |
/s/
Alex Andre |
| |
Name: |
Alex
Andre |
| |
Title: |
Chief
Financial Officer and General Counsel |
