SCHEDULE 13G/A 0001769419 XXXXXXXX LIVE 2 Common Stock, par value $0.01 per share 06/30/2025 0000923601 Algorhythm Holdings, Inc. 829322502 6301 NW 5th Way, Suite 2900 Fort Lauderdale FL 33309 Rule 13d-1(c) Ionic Ventures, LLC a CA 0.00 279086.00 0.00 279086.00 279086.00 N 9.9 OO 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''). Ionic Management, LLC a DE 0.00 279086.00 0.00 279086.00 279086.00 N 9.9 OO 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. Brendan O'Neil a X1 0.00 279086.00 0.00 279086.00 279086.00 N 9.9 IN 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. Keith Coulston a X1 0.00 279086.00 0.00 279086.00 279086.00 N 9.9 IN 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. Algorhythm Holdings, Inc. 6301 NW 5th Way, Suite 2900, Fort Lauderdale, FL 33309 (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. The principal business address of each of the Reporting Persons is 3053 Fillmore St, Suite 256, San Francisco, CA 94123. 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. Y 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. 9.9 % (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 279,086.00 (B) Ionic Management: 279,086.00 (C) Mr. Coulston: 279,086.00 (D) Mr. O'Neil: 279,086.00 (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 279,086.00 (B) Ionic Management: 279,086.00 (C) Mr. Coulston: 279,086.00 (D) Mr. O'Neil: 279,086.00 Y Y Y N See Exhibit 1 filed with the Schedule 13G. Y N 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. Ionic Ventures, LLC /s/ Ionic Ventures, LLC 08/13/2025 Ionic Management, LLC /s/ Ionic Management, LLC 08/13/2025 Brendan O'Neil /s/ Brendan O'Neil 08/13/2025 Keith Coulston /s/ Keith Coulston 08/13/2025 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).