Algorhythm Holdings, Inc. reporting persons — Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston — beneficially own 279,086 shares of common stock, equal to 9.9% of the class based on 2,514,571 shares outstanding as of May 14, 2025. The reported amount reflects the issuer's 1-for-200 reverse stock split and arises because warrants exercisable for up to 283,412 shares trigger a 9.99% beneficial ownership limitation (the "Blocker"), causing 279,086 of the issuable shares to be treated as beneficially owned.
The filing shows the Reporting Persons have shared voting and dispositive power over the 279,086 shares, with Ionic Management functioning as manager, and confirms the Reporting Persons have executed a joint filing agreement to file this amendment.
Positive
Reporting group beneficially owns 279,086 shares, representing 9.9% of the outstanding common stock based on 2,514,571 shares
Warrants exist for up to 283,412 shares, providing clear disclosure of potential convertible interest
Shared voting and dispositive power is disclosed and the Reporting Persons filed under a joint filing agreement
Negative
Warrant exercise is constrained by a 9.99% "Blocker", limiting the ability to convert warrants into a larger equity stake
No sole voting or dispositive power is reported for any single Reporting Person, indicating control is shared rather than clearly centralized
Insights
TL;DR: Reporting group discloses a material 9.9% stake driven by warrants and a 9.99% ownership blocker; ownership is shared through managers.
The Schedule 13G/A documents that Ionic Ventures, Ionic Management, Brendan O'Neil and Keith Coulston collectively beneficially own 279,086 shares, representing 9.9% of Algorhythm's common stock on the disclosed outstanding share base of 2,514,571. That count is influenced by a 1-for-200 reverse split and by warrants exercisable for up to 283,412 shares constrained by a 9.99% blocker. The report lists no sole voting or dispositive power and instead records shared voting and disposition authority through Ionic Management, which is typical for affiliated investment structures.
TL;DR: Governance shows concentrated, shared control among related entities and managers; warrants create capped potential ownership under a 9.99% limitation.
The filing identifies a joint filing group and confirms a joint filing agreement governs disclosure. The Reporting Persons collectively exercise shared voting and dispositive power over the 279,086 shares via Ionic Management, with Brendan O'Neil and Keith Coulston named as managers with shared authority. The presence of warrants exercisable for 283,412 shares but subject to a 9.99% blocker is explicitly noted, meaning potential exercise is administratively limited and the current beneficial ownership figure reflects that limitation.
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)
06/30/2025
(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
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
279,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
279,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
279,086.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The number of shares of the issuer's common stock, par value $0.01 per share (the ''Common Stock''), outstanding and beneficially owned by the reporting person disclosed in this Amendment No. 2 to Statement on Schedule 13G (this ''Amendment No. 2'') give effect to the 1-for-200 reverse split of the outstanding shares of Common Stock effected by the issuer on February 10, 2025 (the ''Reverse Stock Split''). As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 2,514,571 shares of Common Stock outstanding as of May 14, 2025, as disclosed in the issuer's Quarterly Report on Form 10-Q for the period ended March 31, 2025, as filed with the U.S. Securities and Exchange Commission (the ''SEC'') on May 15, 2025 (the "Form 10-Q''), and do not give full effect to the exercise of the Series A common stock purchase warrants of the issuer (the "Warrants'') directly owned by the reporting person, further exercise of which is subject to a 9.99% beneficial ownership limitation provision (the ''Blocker'').
SCHEDULE 13G
CUSIP No.
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
279,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
279,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
279,086.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The number of shares of Common Stock outstanding and beneficially owned by the reporting person disclosed in this Amendment No. 2 give effect to the Reverse Stock Split. As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 2,514,571 shares of Common Stock outstanding as of May 14, 2025, as disclosed in the Form 10-Q, and do not give full effect to the exercise of the Warrants indirectly owned by the reporting person, further exercise of which is subject to a Blocker.
SCHEDULE 13G
CUSIP No.
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
279,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
279,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
279,086.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The number of shares of Common Stock outstanding and beneficially owned by the reporting person disclosed in this Amendment No. 2 give effect to the Reverse Stock Split. As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 2,514,571 shares of Common Stock outstanding as of May 14, 2025, as disclosed in the Form 10-Q, and do not give full effect to the exercise of the Warrants indirectly owned by the reporting person, further exercise of which is subject to a Blocker.
SCHEDULE 13G
CUSIP No.
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
279,086.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
279,086.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
279,086.00
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)
9.9 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The number of shares of Common Stock outstanding and beneficially owned by the reporting person disclosed in this Amendment No. 2 give effect to the Reverse Stock Split. As more fully described in Item 4 of this Amendment No. 2, such shares and percentage are based on 2,514,571 shares of Common Stock outstanding as of May 14, 2025, as disclosed in the Form 10-Q, and do not give full effect to the exercise of the Warrants indirectly owned by the reporting person, further exercise of which is subject to a Blocker.
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"), pursuant to which such Reporting Persons have agreed to file this Amendment No. 2 and all subsequent amendments to the Schedule 13G and Amendment No. 1 jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
The filing of this Amendment No. 2 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. 2 amends and supplements the Schedule 13G and Amendment No. 1. The purpose of this Amendment No. 2 is to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and Amendment No 1.
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. 2 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 2,514,571 shares of Common Stock outstanding as of May 14, 2025, as disclosed in the Form 10-Q.
Ionic holds Warrants exercisable for up to 283,412 shares of Common Stock, of which 279,086 shares of Common Stock issuable upon exercise of the Warrants may be deemed beneficially owned by Ionic as a result of the triggering of the Blocker in the Warrants, which prohibits Ionic from exercising the Warrants for shares of Common Stock if, as a result of such exercise, the holder thereof, together with its affiliates and any persons acting as a group together with such holder or any of such affiliates, would beneficially own more than 9.99% of the total number of shares of Common Stock then issued and outstanding immediately after giving effect to any such exercise.
Consequently, Ionic is the beneficial owner of 279,086 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:
9.9 %
(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: 279,086.00
(B) Ionic Management: 279,086.00
(C) Mr. Coulston: 279,086.00
(D) Mr. O'Neil: 279,086.00
(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: 279,086.00
(B) Ionic Management: 279,086.00
(C) Mr. Coulston: 279,086.00
(D) Mr. O'Neil: 279,086.00
Item 5.
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/ Ionic Ventures, LLC
Name/Title:
Keith Coulston, Manager of Ionic Management, LLC, Manager of Ionic Ventures, LLC
Date:
08/13/2025
Ionic Management, LLC
Signature:
/s/ Ionic Management, LLC
Name/Title:
Keith Coulston, Manager
Date:
08/13/2025
Brendan O'Neil
Signature:
/s/ Brendan O'Neil
Name/Title:
Brendan O'Neil
Date:
08/13/2025
Keith Coulston
Signature:
/s/ Keith Coulston
Name/Title:
Keith Coulston
Date:
08/13/2025
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).
How many Algorhythm (RIME) shares does the reporting group beneficially own?
The reporting group beneficially owns 279,086 shares, which equals 9.9% of the common stock based on 2,514,571 shares outstanding as of May 14, 2025.
Who are the Reporting Persons in the Schedule 13G/A for RIME?
The Reporting Persons are Ionic Ventures LLC, Ionic Management LLC, Brendan O'Neil and Keith Coulston.
Do the Reporting Persons have voting control over the disclosed shares?
They report 0 sole voting power and 279,086 shared voting power; voting and dispositive authority are shared through Ionic Management.
What role do warrants play in the reported ownership for RIME?
Ionic holds warrants exercisable for up to 283,412 shares; because of a 9.99% beneficial ownership limitation (Blocker), 279,086 of the issuable shares are treated as beneficially owned.
Does the filing indicate an intent to change control of Algorhythm (RIME)?
Item 10 certification states the securities were not acquired for the purpose of changing or influencing control of the issuer.
