Algorhythm Holdings Inc美股招股说明书(2026-06-04版)

Up to 10,000,000 Shares of Common Stock This prospectus relates to the resale of up to 10,000,000 shares of the common stock, par value $0.01 per share (the “commonstock”), of Algorhythm Holdings, Inc., a Delaware corporation (the “Company”, the “registrant,” “we,” “our” or “us”), by StreetervilleCapital, LLC, a Utah limited liability company (“Streeterville” or the “Selling Stockholder”), issuable under that certain SecuritiesPurchase Agreement, dated as of August 21, 2025, between us and Streeterville (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 principal amount 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”). To date, we have entered into four Pre-Paid Purchases with Streeterville for an aggregate principal amount of $19,500,000which, inclusive of original issue discount and other expenses, amounts to $21,285,000 of aggregate obligations owed to Streetervilleunder the Securities Purchase Agreement. We have repaid aggregate obligations of $10,229,000 as a result of Streeterville electing toexercise its right to purchase a total of 12,077,557 shares of our common stock under the Securities Purchase Agreement. We currentlyhave approximately $701,000 of aggregate obligations owed to Streeterville under the first Pre-Paid Purchase that we entered into withStreeterville on August 21, 2025 (the “First Pre-Paid Purchase”) and approximately $10,355,000 of aggregate obligations owed toStreeterville under the fourth Pre-Paid Purchase that we entered into with Streeterville on February 17, 2026 (the “Fourth Pre-PaidPurchase”). All obligations outstanding under the second Pre-Paid Purchase that we entered into with Streeterville on November 13,2025 (the “Second Pre-Paid Purchase”) and the third Pre-Paid Purchase that we entered into with Streeterville on December 19, 2025(the “Third Pre-Paid Purchase”) have been repaid in full. In the event Streeterville purchases from us any of the Purchase Shares being registered for resale pursuant to the registrationstatement of which this prospectus is a part, the outstanding balance of the Pre-Paid Purchases will be reduced by the aggregatepurchase price payable to us by Streeterville for the Purchase Shares. The price per share for the Purchase Shares will fluctuate basedon the trading price of our common stock during the applicable measuring period. The number of shares of common stock that we mayissue to Streeterville is subject to certain conditions and limitations, including a limitation that Streeterville cannot beneficially own inexcess of 9.99% of our outstanding shares of common stock and a restriction that we cannot issue shares of common stock toStreeterville in violation of Nasdaq Listing Rule5635(d). The number of shares of common stock that may be acquired by Streetervillepursuant to the Securities Purchase Agreement is not currently known and is subject to the satisfaction of certain conditions and otherlimitations, including the conditions and limitations described 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 May 21, 2026 was $0.6841 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 4 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. TABLE OF CONTENTS