L1 Capital Global Opportunities Master Fund, Ltd. filed an amended Schedule 13G reporting its beneficial ownership in Algorhythm Holdings, Inc. common stock. The fund reports beneficial ownership of 142,905 securities, including 142,905 warrants to purchase common shares, with sole voting and dispositive power over this amount.
This position represents 4.99% of Algorhythm’s common stock, based on 2,721,778 shares outstanding as of November 17, 2025, as disclosed in the company’s Form 10-Q. An additional 140,507 warrants are not counted because they are subject to a 4.99% beneficial ownership limitation.
David Feldman and Joel Arber, as directors of the fund, may be deemed to beneficially own these securities under SEC rules, but both expressly disclaim beneficial ownership for all other purposes. The filing also certifies that the securities are not held to change or influence control of Algorhythm.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Algorhythm Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
829322502
(CUSIP Number)
12/31/2025
(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)
SCHEDULE 13G
CUSIP No.
829322502
1
Names of Reporting Persons
L1 Capital Global Opportunities Master Fund, Ltd.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
142,905.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
142,905.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
142,905.00
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)
4.99 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Algorhythm Holdings, Inc.
(b)
Address of issuer's principal executive offices:
6301 NW 5th Way, Ste 2900, Fort Lauderdale, FL 33309
Item 2.
(a)
Name of person filing:
L1 Capital Global Opportunities Master Fund, Ltd.
(b)
Address or principal business office or, if none, residence:
161A Shedden Road, 1 Artillery Court
PO Box 10085
Grand Cayman, Cayman Islands KY1-1001
(c)
Citizenship:
Cayman Islands
(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:
142,905
This amendment refers to a Schedule 13G/A filed with the Securities and Exchange Commission on February 14, 2025, covering 264,400 shares of the Issuer's Common Stock purchased on December 17, 2024. The amounts in Row (5), (7) and (9) includes 142,905 Warrants to purchase shares of Common Stock. Does not include 140,507 Warrants to purchase shares of Common Stock, which are subject to a 4.99% beneficial ownership limitation. The percentage set forth on Row (11) of the cover page for the reporting person is based on 2,721,778 shares of Common Stock outstanding as of November 17, 2025, based on the Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 19, 2025.
David Feldman and Joel Arber are the Directors of L1 Capital Global Opportunities Master Fund, Ltd. As such, L1 Capital Global Opportunities Master Fund, Ltd., Mr. Feldman, and Mr. Arber may be deemed to beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) the issuer's securities described herein. To the extent Mr. Feldman and Mr. Arber are deemed to beneficially own such securities, Mr. Feldman and Mr. Arber disclaim beneficial ownership of these securities for all other purposes.
(b)
Percent of class:
4.99 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
142,905
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
142,905
(iv) Shared power to dispose or to direct the disposition of:
0
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.
Not Applicable
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.
What stake did L1 Capital report in Algorhythm Holdings (RIME)?
L1 Capital Global Opportunities Master Fund reported beneficial ownership of 142,905 Algorhythm securities, representing 4.99% of the common stock. This percentage is based on 2,721,778 shares of common stock outstanding as of November 17, 2025, from Algorhythm’s Form 10-Q.
How many Algorhythm (RIME) warrants does L1 Capital hold?
L1 Capital’s reported 142,905 beneficially owned securities include 142,905 warrants to purchase Algorhythm common stock. The filing also notes a further 140,507 warrants exist but are excluded from beneficial ownership calculations due to a 4.99% ownership limitation.
Why is L1 Capital’s Algorhythm ownership capped at 4.99%?
The filing states that 140,507 additional warrants are not included because they are subject to a 4.99% beneficial ownership limitation. This cap prevents L1 Capital from being deemed to own more than 4.99% of Algorhythm’s outstanding common stock at any time.
What voting and dispositive power does L1 Capital have over Algorhythm shares?
L1 Capital reports sole power to vote and dispose of 142,905 Algorhythm securities. It reports zero shared voting power and zero shared dispositive power, indicating all control over these reported securities resides solely with the fund, not jointly with other parties.
How is the 4.99% ownership in Algorhythm (RIME) calculated?
The 4.99% figure is based on 2,721,778 Algorhythm common shares outstanding as of November 17, 2025. This share count comes from Algorhythm’s Form 10-Q filed November 19, 2025, and is used as the denominator in L1 Capital’s Schedule 13G calculation.
Do David Feldman and Joel Arber personally own Algorhythm (RIME) shares?
David Feldman and Joel Arber are directors of L1 Capital’s fund and may be deemed beneficial owners under SEC rules. However, the filing states they disclaim beneficial ownership of the Algorhythm securities for all other purposes, limiting personal ownership claims.
