Algorhythm Holdings, Inc. Amendment No. 3 updates ownership for Ionic Ventures, Ionic Management, Brendan O'Neil and Keith Coulston. The filing states each Reporting Person is the beneficial owner of 283,412 shares, representing 1.90% of the class based on 14,651,665 shares outstanding as of March 27, 2026. The amount "gives full effect to the exercise of the Series A common stock purchase warrants" held directly or indirectly by the Reporting Persons. The filing is described as an exit filing, indicating the Reporting Persons have ceased to be beneficial owners of more than five percent of Common Stock.
Positive
None.
Negative
None.
Insights
Amendment updates ownership and records a post-exercise position below 5%.
The amendment lists Ionic Ventures, Ionic Management, Brendan O'Neil, and Keith Coulston as beneficial owners of 283,412 shares each, reflecting exercise of Series A warrants and using the issuer's stated outstanding share count as of March 27, 2026. The filing is explicit that this is an "exit filing" from prior >5% ownership.
Governance watchers should note the shared voting and dispositive power structure: voting and disposition are reported as shared among the entities and managers. Subsequent filings would show any further transfers or changes in shared power.
Filing applies Rule 13d conventions and updates cover-page percentages.
The cover and Item 4 tie the ownership percentages to the issuer's Form 10-K outstanding share count and state that Rule 13d-3 attributions make managers potentially deemed beneficial owners of the Shares. The filing references a Joint Filing Agreement filed previously as Exhibit 1.
Reportable mechanics: the Shares arise from exercised Warrants; the amendment clarifies percent ownership and power allocations but does not state any cash-flow treatment beyond exercise effect. Timing references are anchored to March 27, 2026.
Key Figures
Shares beneficially owned:283,412 sharesPercent of class:1.90%Shares outstanding used:14,651,665 shares+1 more
4 metrics
Shares beneficially owned283,412 sharesReported per Reporting Person, post-warrant exercise
Percent of class1.90%Percent of Common Stock based on outstanding shares as of <date>March 27, 2026</date>
Shares outstanding used14,651,665 sharesOutstanding Common Stock as of <date>March 27, 2026</date> from Form 10-K
CUSIP829322502Algorhythm Common Stock CUSIP listed on cover
Key Terms
exit filing, beneficially owned, Series A common stock purchase warrants, Rule 13d-3, +1 more
5 terms
exit filingregulatory
"This Amendment No. 3 constitutes an exit filing for each of the Reporting Persons."
beneficially ownedregulatory
"Consequently, Ionic is the beneficial owner of 283,412 shares of Common Stock (the "Shares")."
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Series A common stock purchase warrantsfinancial
"gives full effect to the exercise of the Series A common stock purchase warrants of the issuer (the "Warrants")."
Rule 13d-3regulatory
"By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares"
Rule 13d-3 defines who is treated as the beneficial owner of a company’s shares for U.S. securities disclosure rules — essentially anyone who has the power to vote or direct how shares are voted, or the power to buy or sell them, even if they don’t hold the certificates. For investors this matters because crossing certain ownership thresholds triggers public filing and disclosure obligations and signals potential control or influence, much like having the keys to a car implies you can drive it even if it’s registered to someone else.
Joint Filing Agreementlegal
"The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1"
What did Algorhythm Holdings' Amendment No. 3 report for RIME?
It reports that Ionic and related reporting persons now beneficially own 283,412 shares each, or 1.90% of Common Stock. The percentage is calculated using 14,651,665 shares outstanding as of March 27, 2026, and reflects warrant exercises.
Why does the filing call this an "exit filing" for Ionic and the managers?
Because each Reporting Person has ceased to be the beneficial owner of more than five percent of the class. The amendment updates cover-page percentages to show holdings at 1.90%, below the five percent reporting threshold.
How were the reported shares of 283,412 generated?
The filing states the figure "gives full effect to the exercise of the Series A common stock purchase warrants" held directly or indirectly by the Reporting Persons. It attributes the exercise as the source of the Shares.
What voting and disposition powers are reported for the holders?
Each Reporting Person reports 0 sole voting/dispositive power and 283,412 shared voting and shared dispositive power. The managers of Ionic Management have shared authority to vote and dispose of the Shares.
What outstanding share count does the amendment use to compute percentages for RIME?
The amendment uses 14,651,665 shares of Common Stock outstanding as of March 27, 2026, a figure disclosed in the issuer's Form 10-K filed April 2, 2026, which the amendment cites for its percentage calculations.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
Algorhythm Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
829322502
(CUSIP Number)
03/31/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
829322502
1
Names of Reporting Persons
Ionic Ventures, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
283,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
283,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
283,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3 to Statement on Schedule 13G (this ''Amendment No. 3''), such shares and percentage (i) are based on 14,651,665 shares of common stock, par value $0.01 per share, of the issuer (the ''Common Stock''), outstanding as of March 27, 2026, as disclosed in the issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on April 2, 2026 (the ''Form 10-K'') and (ii) give full effect to the exercise of the Series A common stock purchase warrants of the issuer (the ''Warrants'') directly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
829322502
1
Names of Reporting Persons
Ionic Management, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
283,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
283,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
283,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
829322502
1
Names of Reporting Persons
Brendan O'Neil
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
283,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
283,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
283,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person.
SCHEDULE 13G
CUSIP Number(s):
829322502
1
Names of Reporting Persons
Keith Coulston
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
283,412.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
283,412.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
283,412.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Algorhythm Holdings, Inc.
(b)
Address of issuer's principal executive offices:
6301 NW 5th Way, Suite 2900, Fort Lauderdale, FL 33309
Item 2.
(a)
Name of person filing:
(i) Ionic Ventures LLC, a California limited liability company ("Ionic");
(ii) Ionic Management, LLC, a Delaware limited liability company ("Ionic Management");
(iii) Brendan O'Neil ("Mr. O'Neil"); and
(iv) Keith Coulston ("Mr. Coulston").
The foregoing persons are hereinafter collectively referred to as the "Reporting Persons". Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party. The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed as Exhibit 1 to the Statement on Schedule 13G, filed by the Reporting Persons with the SEC on December 10, 2024 (the "Schedule 13G"), as amended by Amendment No. 1 to the Schedule 13G filed by the Reporting Persons with the SEC on February 4, 2025 (the "Amendment No. 1") and Amendment No. 2 to the Schedule 13G filed by the Reporting Persons with the SEC on August 13, 2025 (the ''Amendment No. 2'' and, together with Amendment No. 1, the ''Amendments''), pursuant to which such Reporting Persons have agreed to file this Amendment No. 3 and all subsequent amendments to the Schedule 13G and the Amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 3 should not be construed in and of itself as an admission by any Reporting Person as to beneficial ownership of the shares of Common Stock reported herein.
(b)
Address or principal business office or, if none, residence:
The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123.
(c)
Citizenship:
Ionic is a limited liability company organized under the laws of the State of California. Ionic Management is a limited liability company organized under the laws of the State of Delaware. Each of Mr. O'Neil and Mr. Coulston is a citizen of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP No.:
829322502
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);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Item 4.
Ownership
(a)
Amount beneficially owned:
This Amendment No. 3 amends and supplements the Schedule 13G and the Amendments. The purpose of this Amendment No. 3 is to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, and to amend Item 5 of the Schedule 13G and the Amendments accordingly. This Amendment No. 3 constitutes an exit filing for each of the Reporting Persons. The information required by this item with respect to each Reporting Person is set forth in Rows 5 through 9 and 11 of the cover pages to this Amendment No. 3 and is incorporated herein by reference for each such Reporting Person.
The ownership percentages reported are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K. Ionic holds Warrants exercisable for up to 283,412 shares of Common Stock.
Consequently, Ionic is the beneficial owner of 283,412 shares of Common Stock (the "Shares"). Ionic has the power to dispose of and the power to vote the Shares beneficially owned by it, which power may be exercised by its manager, Ionic Management. Each of the managers of Ionic Management, Mr. O'Neil and Mr. Coulston, has shared power to vote and/or dispose of the Shares beneficially owned by Ionic and Ionic Management. Neither Mr. O'Neil nor Mr. Coulston directly owns the Shares. By reason of the provisions of Rule 13d-3 of the Act, each of Mr. O'Neil and Mr. Coulston may be deemed to beneficially own the Shares which are beneficially owned by each of Ionic and Ionic Management, and Ionic Management may be deemed to beneficially own the Shares which are beneficially owned by Ionic.
(b)
Percent of class:
(A) Ionic: 1.90 %
(B) Ionic Management: 1.90 %
(C) Mr. Coulston: 1.90 %
(D) Mr. O'Neil: 1.90 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Ionic: 0.00
(B) Ionic Management: 0.00
(C) Mr. Coulston: 0.00
(D) Mr. O'Neil: 0.00
(ii) Shared power to vote or to direct the vote:
(A) Ionic: 283,412.00
(B) Ionic Management: 283,412.00
(C) Mr. Coulston: 283,412.00
(D) Mr. O'Neil: 283,412.00
(iii) Sole power to dispose or to direct the disposition of:
(A) Ionic: 0.00
(B) Ionic Management: 0.00
(C) Mr. Coulston: 0.00
(D) Mr. O'Neil: 0.00
(iv) Shared power to dispose or to direct the disposition of:
(A) Ionic: 283,412.00
(B) Ionic Management: 283,412.00
(C) Mr. Coulston: 283,412.00
(D) Mr. O'Neil: 283,412.00
Item 5.
Ownership of 5 Percent or Less of a Class.
Ownership of 5 percent or less of a class
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) 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.
See Exhibit 1 filed with the Schedule 13G.
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
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.
Ionic Ventures, LLC
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston, Manager of Ionic Management, LLC, Manager of Ionic Ventures, LLC
Date:
05/12/2026
Ionic Management, LLC
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston, Manager
Date:
05/12/2026
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
05/12/2026
Keith Coulston
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston
Date:
05/12/2026
Comments accompanying signature: LIST OF EXHIBITS Exhibit No. 1 - Joint Filing Agreement, dated February 4, 2025 (incorporated by reference to Exhibit 1 to the Schedule 13G filed by the Reporting Persons with the SEC on February 4, 2025).
