X0202 SCHEDULE 13G/A 0001769419 XXXXXXXX LIVE 3 Common Stock, par value $0.01 per share 03/31/2026 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 283412.00 0.00 283412.00 283412.00 N 1.9 OO This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3 to Statement on Schedule 13G (this ''Amendment No. 3''), such shares and percentage (i) are based on 14,651,665 shares of common stock, par value $0.01 per share, of the issuer (the ''Common Stock''), outstanding as of March 27, 2026, as disclosed in the issuer's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the U.S. Securities and Exchange Commission (the ''SEC'') on April 2, 2026 (the ''Form 10-K'') and (ii) give full effect to the exercise of the Series A common stock purchase warrants of the issuer (the ''Warrants'') directly held by the reporting person. Ionic Management, LLC a DE 0.00 283412.00 0.00 283412.00 283412.00 N 1.9 OO This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person. Brendan O'Neil a X1 0.00 283412.00 0.00 283412.00 283412.00 N 1.9 IN This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person. Keith Coulston a X1 0.00 283412.00 0.00 283412.00 283412.00 N 1.9 IN This constitutes an exit filing for the reporting person. As more fully described in Item 4 of this Amendment No. 3, such shares and percentage (i) are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K and (ii) give full effect to the exercise of the Warrants indirectly held by the reporting person. 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") and Amendment No. 2 to the Schedule 13G filed by the Reporting Persons with the SEC on August 13, 2025 (the ''Amendment No. 2'' and, together with Amendment No. 1, the ''Amendments''), pursuant to which such Reporting Persons have agreed to file this Amendment No. 3 and all subsequent amendments to the Schedule 13G and the Amendments jointly in accordance with the provisions of Rule 13d-1(k) of the Act. The filing of this Amendment No. 3 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. 3 amends and supplements the Schedule 13G and the Amendments. The purpose of this Amendment No. 3 is to update the beneficial ownership information on the cover pages and in Item 4 in each of the Schedule 13G and the Amendments, including to indicate that each of the Reporting Persons has ceased to be the beneficial owner of more than five percent of the outstanding shares of Common Stock, and to amend Item 5 of the Schedule 13G and the Amendments accordingly. This Amendment No. 3 constitutes an exit filing for each of the Reporting Persons. 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. 3 and is incorporated herein by reference for each such Reporting Person. The ownership percentages reported are based on 14,651,665 shares of Common Stock outstanding as of March 27, 2026, as disclosed in the Form 10-K. Ionic holds Warrants exercisable for up to 283,412 shares of Common Stock. Consequently, Ionic is the beneficial owner of 283,412 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. (A) Ionic: 1.90 % (B) Ionic Management: 1.90 % (C) Mr. Coulston: 1.90 % (D) Mr. O'Neil: 1.90 % (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 283,412.00 (B) Ionic Management: 283,412.00 (C) Mr. Coulston: 283,412.00 (D) Mr. O'Neil: 283,412.00 (A) Ionic: 0.00 (B) Ionic Management: 0.00 (C) Mr. Coulston: 0.00 (D) Mr. O'Neil: 0.00 (A) Ionic: 283,412.00 (B) Ionic Management: 283,412.00 (C) Mr. Coulston: 283,412.00 (D) Mr. O'Neil: 283,412.00 N 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/ Keith Coulston 05/12/2026 Ionic Management, LLC /s/ Keith Coulston 05/12/2026 Brendan O'Neil /s/ Brendan O'Neil 05/12/2026 Keith Coulston /s/ Keith Coulston 05/12/2026 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).