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Algorhythm Holdings, Inc. (RIME) common shares were reported as beneficially owned following a September 15, 2026 asset purchase and restricted-share grant.
Through its wholly owned subsidiary Azure Holdings, LLC, the issuer acquired substantially all of Azure Energy, LLC’s assets for consideration consisting entirely of 4,076,312 common shares and 22,038 Series B preferred shares, equal in value to $23,000,000. Azure Energy is reported as owning 4,076,312 common shares, or 19.99%. The preferred shares are convertible into common stock only upon stockholder approval and are excluded from reported beneficial ownership.
The issuer also granted 2,119,542 restricted shares to Andrew Little Thompson, Azure Energy’s Managing Partner, as an inducement grant under Nasdaq Listing Rule 5635(c)(4). Of these, 1,059,771 vested on September 15, 2026, and 1,059,771 vest on September 15, 2027.
Thompson and Kevin S. Tangen each own 50% of Azure Energy and disclaim beneficial ownership of Azure-held shares except to the extent of any pecuniary interest.
Key Figures
Asset purchase consideration:$23,000,000Azure Energy common shares:4,076,312 sharesSeries B preferred shares:22,038 shares+5 more
8 metrics
Asset purchase consideration$23,000,000Value of consideration consisting entirely of common and Series B preferred shares
Azure Energy common shares4,076,312 sharesReported as beneficially owned
Series B preferred shares22,038 sharesConvertible into common stock only upon stockholder approval
Azure Energy reported ownership19.99%Issuer common shares
Andrew Little Thompson reported beneficial ownership6,195,854 sharesMay be deemed beneficially owned
Andrew Little Thompson reported ownership30.38%May be deemed beneficially owned
Restricted-share grant2,119,542 sharesGranted to Andrew Little Thompson
Common shares outstanding20,391,757 sharesAs of September 15, 2026
Key Terms
beneficial ownership, inducement grant, pecuniary interest, convertible into Common Stock, +1 more
5 terms
beneficial ownershipregulatory
"Amount beneficially owned"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
inducement grantregulatory
"as an inducement grant under Nasdaq Listing Rule 5635(c)(4)"
An inducement grant is a stock-based reward given to a new hire—often options or restricted shares—used as a recruiting “signing bonus” to encourage someone to join a company and stay long enough to add value. Investors care because these grants can dilute existing shareholdings, change executive incentives and increase reported compensation costs, so they signal both management priorities and potential impacts on shareholder value.
pecuniary interestfinancial
"except to the extent of his pecuniary interest, if any, therein"
convertible into Common Stockfinancial
"convertible into Common Stock only upon stockholder approval"
shared dispositive powerregulatory
"Shared Dispositive Power 4,076,312.00"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What consideration did Azure Energy receive in the RIME asset purchase?
The consideration for substantially all of Azure Energy’s assets consisted entirely of 4,076,312 common shares and 22,038 Series B preferred shares, equal in value to $23,000,000. The preferred shares are convertible into common stock only upon stockholder approval.
How many RIME shares may Andrew Little Thompson be deemed to own?
Andrew Little Thompson may be deemed to beneficially own 6,195,854 shares, or 30.38%. The reported amount includes 2,119,542 shares he directly owns and 4,076,312 shares owned by Azure Energy. He disclaims beneficial ownership of Azure Energy’s shares except to the extent of any pecuniary interest.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Algorhythm Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
829322403
(CUSIP Number)
09/15/2026
(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):
829322403
1
Names of Reporting Persons
AZURE ENERGY, 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
4,076,312.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,076,312.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,076,312.00
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)
20.0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: Shares beneficially owned do not include 22,038 shares of Series B preferred stock that is convertible into common stock only upon stockholder approval. Percentage based on 20,391,757 shares of common stock outstanding as of September 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
829322403
1
Names of Reporting Persons
THOMPSON ANDREW LITTLE
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
2,119,542.00
6
Shared Voting Power
4,076,312.00
7
Sole Dispositive Power
2,119,542.00
8
Shared Dispositive Power
4,076,312.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
6,195,854.00
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)
30.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Shares beneficially owned include (i) 2,119,542 shares of common stock of Issuer directly owned by Reporting Person, and (ii) 4,076,312 shares of common stock of Issuer owned by Azure Energy, LLC ("Azure") but do not include 22,038 shares of Series B preferred stock owned by Azure that is convertible into common stock only upon stockholder approval. Reporting Person is the Managing Partner and owns 50% of Azure. Reporting Person disclaims beneficial ownership of Azure shares except to the extent of his pecuniary interest, if any, therein. Percentage based on 20,391,757 shares of common stock outstanding as of September 15, 2026.
SCHEDULE 13G
CUSIP Number(s):
829322403
1
Names of Reporting Persons
Kevin S. Tangen
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
4,076,312.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,076,312.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,076,312.00
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)
20.0 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Shares deemed beneficially owned include 4,076,312 shares of common stock of Issuer owned by Azure Energy, LLC ("Azure"), but do not include 22,038 shares of Series B preferred stock owned by Azure, which is convertible into common stock only upon stockholder approval. Reporting Person owns 50% of Azure but disclaims beneficial ownership of Azure shares except to the extent of his pecuniary interest, if any, therein. Percentage based on 20,391,757 shares outstanding as of September 15, 2026.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Algorhythm Holdings, Inc.
(b)
Address of issuer's principal executive offices:
800 Corporate Drive, Suite 216, FORT LAUDERDALE, FLORIDA, 33334.
Item 2.
(a)
Name of person filing:
This Schedule 13G is being filed by Azure Energy, LLC, a Delaware limited liability company ("Azure"), Andrew Little Thompson, an individual, and Kevin S. Tangen, an individual.
(b)
Address or principal business office or, if none, residence:
(1) Azure Energy, LLC
2459 Wilkinson Boulevard
Suite 120-C
Charlotte, NC 28208
(2) Andrew Little Thompson
Algorhythm Holdings, Inc.
800 Corporate Drive, Suite 216
Fort Lauderdale, FL 33334
(3) Kevin S. Tangen
Azure Energy, LLC
2459 Wilkinson Boulevard
Suite 120-C
Charlotte, NC 28208
(c)
Citizenship:
Azure Energy, LLC is a Delaware limited liability company. Andrew Little Thompson and Kevin S. Tangen are citizens of the United States.
(d)
Title of class of securities:
Common Stock, par value $0.01 per share
(e)
CUSIP Number(s):
829322403
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:
On September 15, 2026, Issuer, through its wholly owned subsidiary Azure Holdings, LLC as Buyer ("Azure Holdings"), entered into an Asset Purchase Agreement with Azure Energy, LLC as Seller ("Azure") pursuant to which Azure Holdings acquired substantially all of Azure's assets for consideration consisting entirely of 4,076,312 shares of Common Stock and 22,038 shares of Series B Preferred Stock of Issuer, equal in value to $23,000,000. The Series B Preferred Stock is convertible into Common Stock only upon approval by Issuer's stockholders and, accordingly, is not included in the beneficial ownership reported herein.
Also on September 15, 2026, Issuer granted Mr. Thompson 2,119,542 restricted shares of Common Stock as an inducement grant under Nasdaq Listing Rule 5635(c)(4), of which 1,059,771 shares vested on the grant date and 1,059,771 shares vest on September 15, 2027.
Mr. Thompson owns 50% and is the Managing Partner of Azure and may be deemed to share voting and dispositive power over the shares held by Azure with Kevin S. Tangen, who also owns 50% of Azure. Mr. Thompson and Mr. Tangen each disclaim beneficial ownership of the shares held by Azure except to the extent of their pecuniary interest, if any, therein.
(b)
Percent of class:
(i) Azure is the beneficial owner of 19.99% of Issuer's shares.
(ii) Mr. Thompson may be deemed to be the beneficial owner of 30.38% of Issuer's shares but disclaims beneficial ownership of shares held by Azure except to the extent of his pecuniary interest, if any, therein.
(iii) Mr. Tangen may be deemed to be the beneficial owner of 19.99% of Issuer's shares but disclaims beneficial ownership of shares held by Azure except to the extent of his pecuniary interest, if any, therein.
Percentages are based on 20,391,757 shares of common stock outstanding as of September 15, 2026.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(1) Azure 4,076,312
(2) Mr. Thompson 2,119,542
(3) Mr. Tangen 0
(ii) Shared power to vote or to direct the vote:
(1) Azure 0
(2) Mr. Thompson 4,076,312
(3) Mr. Tangen 4,076,312
(iii) Sole power to dispose or to direct the disposition of:
(1) Azure 4,076,312
(2) Mr. Thompson 2,119,542
(3) Mr. Tangen 0
(iv) Shared power to dispose or to direct the disposition of:
(1) Azure 0
(2) Mr. Thompson 4,076,312
(3) Mr. Tangen 4,076,312
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
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)(K), so indicate under Item 3(k) 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.
The Reporting Persons may be deemed a group for purposes of Section 13(d)(3) of the Act. Each Reporting Person disclaims membership in a group except as expressly stated herein. See Exhibit 99.1.
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.
