Algorhythm Holdings Inc美股招股说明书(2025-11-10版)

This prospectus relates to the resale of up to 10,095,694 shares of our common stock, par value $0.01 per share (the “commonstock”), by Streeterville Capital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”), consisting of: (i)95,694 shares of our common stock issued to Streeterville as a commitment fee for the pre-paid purchase facility established under thatcertain Securities Purchase Agreement, dated as of August 21, 2025, between Algorhythm Holdings, Inc. (the “Company”, the“registrant,” “we,” “our” or “us”) and Streeterville (the “Securities Purchase Agreement”), and (ii) up to 10,000,000 additional sharesof our common stock that may be issued to Streeterville under the Securities Purchase Agreement. Under the Securities Purchase Agreement, we may issue and sell to Streeterville shares of our common stock in one or morepre-paid purchases (each, a “Pre-Paid Purchase” and collectively, the “Pre-Paid Purchases”) for an aggregate purchase price of up to$20,000,000. Upon the terms and subject to the conditions of each Pre-Paid Purchase, following the funding of each Pre-PaidPurchase, Streeterville, in its sole discretion, has the right, but not the obligation, to purchase from us, and we will issue toStreeterville, shares of our common stock in satisfaction of all or a portion of the outstanding balance of the Pre-Paid Purchases, butnot exceeding the outstanding balance of the Pre-Paid Purchases (the “Purchase Shares”). Any purchase of the 10,000,000 PurchaseShares registered for resale pursuant to the registration statement of which this prospectus is a part will reduce the outstanding balanceof the Pre-Paid Purchases at a price per share that will fluctuate based on the trading price of our common stock during the applicablemeasuring period. The number of shares of common stock that may be issued to Streeterville is subject to certain conditions andlimitations, including a limitation that Streeterville cannot beneficially own in excess of 9.99% of our outstanding shares of commonstock and a restriction that we cannot issue shares of common stock to Streeterville in violation of Nasdaq Listing Rule5635(d). Thenumber of shares of common stock that may be acquired by Streeterville pursuant to the Securities Purchase Agreement is notcurrently known and is subject to satisfaction of certain conditions and other limitations, including the conditions and limitationsdescribed above. We will not receive any proceeds from the sale or other disposition of shares by Streeterville. Streeterville will bear allcommissions and discounts, if any, attributable to the sale or other disposition of the shares. We will bear all costs, expenses and feesincurred in connection with the registration of Streeterville’s shares. The distribution of the shares of common stock offered hereby may be effected in one or more transactions that may takeplace in ordinary brokers’ transactions, privately negotiated transactions or through sales to one or more dealers for resale of suchsecurities as principals. Our common stock is listed on The Nasdaq Capital Market under the symbol “RIME.” The last reported sale price of ourcommon stock on The Nasdaq Capital Market on November 7, 2025 was $2.048 per share. Investing in our common stock involves a high degree of risk, including the risk of losing your entire investment. See“Risk Factors” beginning on page 9 of this prospectus for a discussion of information that should be considered in connectionwith an investment in our common stock. Neither the Securities and Exchange Commission (“SEC”) nor any state securities commission has approved ordisapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus is November 10, 2025 TABLE OF CONTENTS ABOUT THIS PROSPECTUSiiMARKET DATAiiPROSPECTUS SUMMARY1SUMMARY OF THE OFFERING8RISK FACTORS9SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS31USE OF PROCEEDS31SELLING STOCKHOLDER31SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK33PLAN OF DISTRIBUTION33DIVIDEND POLICY34MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS35BUSINESS44MANAGEMENT46EXECUTIVE COMPENSATION51PRINCIPAL STOCKHOLDERS55CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS56DESCRIPTION OF CAPITAL STOCK58EXPERTS60LEGAL MATTERS60WHERE YOU CAN FIND MORE INFORMATION61INDEX TO FINANCIAL STATEMENTSF-1 You should rely only on the information contained in this prospectus or any prospectus supplement or amendment.Neither we nor Streeterville have authorized any other person to provide you with information that is different from, or addsto, that contained in this prospectus. If anyone provides you with different or inconsistent information, you should not rely onit. Neither we nor Streeterville take responsibility for, and can provide no assurance as to the reliability of, any otherinformation that others m