Algorhythm Holdings, Inc.

Company at a glance

• Algorhythm Holdings, Inc. is an AI-enabled technology company focused on the growth and development of its SemiCab business.
• SemiCab is an AI-enabled logistics and distribution platform that coordinates shippers, transportation providers, and carriers to address global supply chain challenges.
• SemiCab is operated through the subsidiary SemiCab Holdings, LLC.
• The company previously owned Singing Machine (home karaoke products) and sold that business on August 1, 2025.

SemiCab platform (technology and capabilities)

• Platform: Cloud-based, network-level collaborative transportation platform designed to predict and optimize millions of loads and hundreds of thousands of trucks.
• Data and integrations: Uses real-time data via API-based load tendering and pre-built integrations with transportation management systems (TMS), warehouse management systems (WMS), and electronic logging devices (ELD).
• Capabilities: Machine-learning predictions and predictive optimization to enable fully loaded round trips by pooling demand and supply across shippers, regions, and timeframes to identify return legs and cross-lane flows that traditional planning can miss.
• Value proposition: Aims to improve unit economics and capital efficiency for customers through scalable, network-level optimization and by reducing labor, infrastructure, and overhead.

Services and offerings

• Managed Services (India)
  • Direct, bid-based transportation services focused on full truckload and over-the-road transport for retailers, suppliers, manufacturers, and other shippers.
  • Revenue is recognized after loads are executed and delivered.
• SaaS-Based Services (Apex; US and other markets)
  • Subscription access for shippers, carriers, and 3PLs to optimize lanes, bidding, and execution.
  • Supports multi-party freight networks, integration with existing systems via open APIs, and provides data analytics and benchmarking to improve yield per lane.
  • Enables customers to create branded logistics operating systems using SemiCab’s AI, dashboards, and APIs.

Market and customers

• Geography: India is the primary market for the managed services model; the US and Europe are targets for SaaS subscriptions.
• Customer focus: Managed services primarily serve large, fast-moving consumer goods companies in India. US and European targets include 3PLs, carriers, and shippers of consumer products.
• Operational metric: The SemiCab platform has enabled individual operators to manage more than 2,000 loads annually.

Corporate actions and recent transactions

• Reverse stock split and authorized shares
  • 1-for-200 reverse stock split effective February 10, 2025.
  • Authorized common shares increased from 100,000,000 to 800,000,000.
• Acquisition of SMCB
  • On May 2, 2025, SemiCab Holdings purchased 99.99% of SMCB for $1,750,000.
  • Algorhythm Holdings purchased 20% of SemiCab Holdings for 119,742 shares.
  • Promissory note for the SMCB portion: $1,750,000 principal; $1,500,000 due on the first anniversary and $250,000 due at 18 months; interest at 6% per year.
• Sale of Singing Machine
  • August 1, 2025: Stingray Music USA purchased substantially all assets of Singing Machine for $500,000. A transitional services agreement followed.

Streeterville financing (August 21, 2025) and Pre-Paid Purchases

• Entered a securities purchase agreement to issue Pre-Paid Purchases (up to $20,000,000) and to issue 95,694 Commitment Shares. Terms include original issue discounts, 9% interest, and collateral arrangements (security agreement, IP security agreement).
• Placement agent: New placement agent agreement with Univest, with an 8% placement fee.
• Pre-Paid Purchase summaries:
  • PP #1
    • Principal: $4,390,000
    • Original issue discount (OID): $360,000
    • Expenses: $30,000
    • Interest: 9%
    • Maturity: three years
    • Principal outstanding around $1,085,000 as of December 11, 2025
  • PP #2
    • Principal: $5,450,000
    • OID: $450,000
    • Interest: 9%
    • Maturity: three years
    • Secured by cash in a Deposit Account Control Agreement (DACA); $4,500,000 placed in the DACA account
    • Repaid in full on December 11, 2025
    • RIME Holdings guaranteed the PP2 obligations
  • PP #3
    • Principal: $1,090,000
    • OID: $90,000
    • Interest: 9%
    • Maturity: three years
    • Repaid in full on December 23, 2025
  • PP #4
    • Principal: $10,355,000
    • OID: $855,000
    • Interest: 9%
    • Maturity: three years
    • Secured similarly to PP2 with funds in the DACA account
    • Outstanding principal not repaid as of the report
• As of March 27, 2026
  • Total outstanding Pre-Paid Purchases: $21,285,000
  • Total repayments: $9,845,000
  • Outstanding balances: PP1 = $1,085,000; PP4 = $10,355,000
• Univest fees: 8% of gross proceeds; $50,000 fee for the latest agreement; additional 8% fee on funds released from the DACA account.

Financial snapshot (selected figures)

• Employees: 49 total (as of March 27, 2026) — 46 full-time, 3 part-time.
• Net loss attributable to common stockholders:
  • 2025: $15,900,000
  • 2024: $23,257,000
• Accumulated deficits:
  • As of December 31, 2025: $65,072,000
  • As of December 31, 2024: $49,172,000
• Cash used in operating activities:
  • 2025: $7,309,000
  • 2024: $3,985,000
• Going concern: The audit report expresses substantial doubt about the company’s ability to continue as a going concern.

Other details and risks

• The company is actively developing and expanding the SemiCab platform, with ongoing work to add functionality, improve automation, reduce costs, and increase reliability in transportation execution and billing.
• The company has a history of operating losses and requires external capital to fund operations and growth. It has pursued various financing arrangements described above.
• Identified risks include capital markets access, regulatory compliance, data security, intellectual property, and the ability to attract and retain qualified personnel.