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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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Algorhythm Holdings, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
829322403 (CUSIP Number) |
Lloyd Feldman 730, rue Wellington, Montreal, A8, H3C 1T4 514-664-1244 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/18/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 829322403 |
| 1 |
Name of reporting person
Stingray Group Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 829322403 |
| 1 |
Name of reporting person
Eric Boyko | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CANADA (FEDERAL LEVEL)
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
2,722.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Algorhythm Holdings, Inc. |
| (c) | Address of Issuer's Principal Executive Offices:
6301 NW 5th Way, STE 2900, Fort Lauderdale,
FLORIDA
, 33309. |
| Item 2. | Identity and Background |
| (a) | Stingray Group Inc. |
| (b) | 730 Rue Wellington, Montreal, Quebec, H3C 1T4 |
| (c) | Music streaming and broadcasting. |
| (d) | No |
| (e) | No |
| (f) | Corporation organized under the Canada Business Corporations Act. |
| Item 3. | Source and Amount of Funds or Other Consideration |
This Amendment No. 3 (this "Amendment") relates to the shares of Common Stock, par value $0.01 per share (the "Common Stock") of Algorhythm Holdings, Inc. (the "Issuer"), and amends and supplements the initial Statement on Schedule 13D, filed on August 18, 2021 (the "Statement", as amended by an Amendment No. 1 filed on May 26, 2022, and as further amended by an Amendment No. 2 filed on November 24, 2023). This Amendment is filed by Stingray Group Inc., a corporation incorporated under the laws of Canada and governed by the Canada Business Corporations Act ("Stingray"), and Eric Boyko, an individual ("Boyko", and together with Stingray, the "Reporting Persons"). The Statement, as so amended by this Amendment, is referred to herein as the "Schedule 13D". The joint filing agreement of the Reporting Persons is attached hereto as Exhibit A. | |
| Item 4. | Purpose of Transaction |
On February 18, 2025, pursuant to a Stock Repurchase Agreement entered into between Stingray and the Issuer as of December 3, 2024, Stingray sold to the Issuer 5,494 shares of Common Stock for a price per share equal to $0.26, payable by way of an issuance by the Issuer of a promissory note to Stingray.
The Reporting Persons intend to review their investments in the Issuer on a continuing basis and may in the future take actions with respect to their investment in the Issuer as they deem appropriate, including changing their current intentions, with respect to any or all matters required to be disclosed in this Schedule 13D. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 2,722 shares of common stock representing 0.1% of the Issuer's issued and outstanding shares. |
| (b) | 2,722 |
| (c) | As of February 18, 2025, Stingray beneficially owned approximately 0.1% of the Issuer's outstanding shares of Common Stock. The foregoing percentage is based on 2,381,799 shares of Common Stock outstanding, as reported in the Issuer's Current Report on Form 8-K filed with the Securities and Exchange Commission on February 6, 2025 and after taking into account a 1-for-200 reverse stock split of the Issuer's outstanding shares of Common Stock as reported in such Form 8-K. As of May 31, 2024, Boyko controlled, indirectly or directly, approximately 70.78% of the combined voting power of Stingray's outstanding shares. As a result, Boyko may be deemed to share beneficial ownership of the shares of Common Stock. The filing of this Schedule 13D shall not be deemed to constitute an admission by Boyko that he is the beneficial owner of any of the securities reported herein for purposes of Section 13(d) of Act or for any other purpose, and such beneficial ownership is expressly disclaimed. |
| (e) | February 18, 2025 |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
The information set forth in Item 4 above is hereby incorporated by reference into this Item 6. On February 19, 2025, the Reporting Persons entered into a Joint Filing Agreement pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, a copy of which is attached to this Schedule 13D as Exhibit A. | |
| Item 7. | Material to be Filed as Exhibits. |
Joint Filing Agreement to be added as Exhibit A. |
| 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.
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