Hyperscale Data, Inc. Files SC 13D/A Amendment

TL;DR

Hyperscale Data (formerly BitNile) filed a 13D/A for Algorhythm Holdings (formerly Singing Machine) - ownership change incoming.

AI Summary

On September 20, 2024, Hyperscale Data, Inc. filed an SC 13D/A amendment. This filing involves a group including AULT LENDING, LLC, HENRY C. W. NISSER, JAMES M. TURNER, KENNETH S. CRAGUN, and MILTON C. AULT, III. The filing pertains to Algorhythm Holdings, Inc., formerly known as Singing Machine Co Inc.

Why It Matters

This filing indicates a significant change in beneficial ownership for Algorhythm Holdings, Inc., potentially signaling strategic shifts or new investment activities by the reporting group.

Risk Assessment

Risk Level: medium — SC 13D/A filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Hyperscale Data, Inc. (company) — Filer of the SC 13D/A
• Algorhythm Holdings, Inc. (company) — Subject company of the filing
• AULT LENDING, LLC (company) — Member of the reporting group
• HENRY C. W. NISSER (person) — Member of the reporting group
• JAMES M. TURNER (person) — Member of the reporting group
• KENNETH S. CRAGUN (person) — Member of the reporting group
• MILTON C. AULT, III (person) — Member of the reporting group
• Singing Machine Co Inc (company) — Former name of Algorhythm Holdings, Inc.
• BitNile Holdings, Inc. (company) — Former name of Hyperscale Data, Inc.

FAQ

Key Financial Figures

• $0.01 — Inc. (Name of Issuer) Common Stock, $0.01 par value (Title of Class of Securiti
• $90,547.95 — nding’s aggregate expenditures by $90,547.95. Consequently, as of the date of this A
• $9,553,925.75 — lt Lending has expended an aggregate of $9,553,925.75 for the purchase of the Shares. Item

Filing Documents

• z919242sc13da8.htm (SC 13D/A) — 140KB
• 0001214659-24-016610.txt ( ) — 142KB

Security and Issuer

Item 1. Security and Issuer .

of the Schedule 13D is hereby amended

Item 1 of the Schedule 13D is hereby amended and restated in its entirety as follows: This statement relates to the Common Stock, $0.01 par value per share (the “ Shares ”), of Algorhythm Holdings, Inc. (formerly, The Singing Machine Company, Inc.), a Delaware corporation (the “ Issuer ”). The address of the principal executive offices of the Issuer is 6301 NW 5 th Way, Suite 2900, Fort Lauderdale, FL 33309.

Identity and Background

Item 2. Identity and Background.

of the Schedule 13D is hereby amended

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: (a) This statement is filed by: (i) Hyperscale Data, Inc. (formerly, Ault Alliance, Inc.), a Delaware corporation (“ Hyperscale Data ”), with respect to the Shares beneficially owned by it through its subsidiary Ault Lending, LLC; (ii) Ault Lending, LLC, a California limited liability company (“ Ault Lending ”), with respect to the Shares directly and beneficially owned by it; (iii) Milton C. Ault, III, Founder and Executive Chairman of Hyperscale Data and the former Executive Chairman of the Issuer; (iv) Kenneth S. Cragun, Chief Financial Officer of Hyperscale Data and a former member of the Board of Directors of the Issuer; (v) Henry C. W. Nisser, President and General Counsel of Hyperscale Data and a former member of the Board of Directors of the Issuer; and (vi) James M. Turner, Deputy General Counsel and Vice President of Legal Affairs of Hyperscale Data and a former member of the Board of Directors of the Issuer. Each of the foregoing is referred to as a “ Reporting Person ” and collectively as the “ Reporting Persons .” Set forth on Schedule A annexed hereto (“ Schedule A ”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Hyperscale Data. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein, none of the persons listed in Schedule A beneficially owns any securities of the Issuer or is a party to any contract, agreement or understanding required to be disclosed herein. Set forth on Schedule B annexed hereto (“ Schedule B ”) is the name and present principal occupation or employment, principal business address and citizenship of the executive officers and directors of Ault Lending. To the best of the Reporting Persons’ knowledge, except as otherwi

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration .

of the Schedule 13D is hereby amended

Item 3 of the Schedule 13D is hereby amended and restated in its entirety as follows: The Shares purchased by Ault Lending were purchased with working capital in open market purchases. The Shares transacted by Ault Lending as reported on this Amendment No. 8 decreased Ault Lending’s aggregate expenditures by $90,547.95. Consequently, as of the date of this Amendment No. 8, Ault Lending has expended an aggregate of $9,553,925.75 for the purchase of the Shares.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer .

of the Schedule 13D is hereby amended

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows: The aggregate percentage of Shares reported owned by each Reporting Person herein is based upon 9,736,850 Shares outstanding, which is the total number of Shares outstanding as of August 16, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024. A. Hyperscale Data (a) As of the date hereof, Hyperscale Data may be deemed to beneficially own 1,667,092 Shares, consisting of Shares held by Ault Lending. Hyperscale Data may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of its relationship with such entity described in Item 2. Percentage: 17.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,667,092 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,667,092 9 (c) Hyperscale Data has not entered into any transactions in the Shares during the past sixty days. B. Ault Lending (a) As of the date hereof, Ault Lending beneficially owns 1,667,092 Shares held directly by it. Percentage: 17.1% (b) 1. Sole power to vote or direct vote: 0 2. Shared power to vote or direct vote: 1,667,092 3. Sole power to dispose or direct the disposition: 0 4. Shared power to dispose or direct the disposition: 1,667,092 (c) Other than as previously disclosed on the Schedule 13D and the transactions set forth in Schedule C attached hereto, which are both incorporated by reference, Ault Lending has not entered into any transactions in the Shares during the past sixty days. All of such transactions were effected in the open market. C. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 1,667,092 Shares, consisting of Shares held by Ault Lending. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Aul

SIGNATURES

SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: September 20, 2024 HYPERSCALE DATA, INC. /s/ MILTON C. AULT, III MILTON C. AULT, III By: /s/ MILTON C. AULT, III Name: Milton C. Ault, III Title: Executive Chairman AULT LENDING, LLC /s/ KENNETH S. CRAGUN KENNETH S. CRAGUN By: /s/ DAVID J. KATZOFF Name: David J. Katzoff Title: Manager /s/ HENRY C.W. NISSER Henry C. W. Nisser /s/ JAMES M. TURNER JAMES M. TURNER 12 SCHEDULE A Officers and Directors of Hyperscale Data, Inc. Name and Position Principal Occupation Principal Milton C. Ault, III Executive Chairman Executive Chairman of Hyperscale Data, Inc. c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 USA William B. Horne Chief Executive Officer and Director Chief Executive Officer of Hyperscale Data, Inc. c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 USA Henry C.W. Nisser President, General Counsel and Director President and General Counsel of Hyperscale Data, Inc. c/o Hyperscale Data, Inc. 422 E. 42 nd Street, 50th Floor, Suite 5000, New York, NY 10168 Sweden Kenneth S. Cragun Chief Financial Officer Chief Financial Officer of Hyperscale Data, Inc. c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 USA Jeffrey A. Bentz Independent Director Independent Executive Consultant c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 USA Robert O. Smith Independent Director Independent Executive Consultant c/o Hyperscale Data, Inc. 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141 USA Moti Rosenberg Independent Director Independent Consultant c/o Hyperscale Data, Inc. 11411 S

View Full Filing

View this SC 13D/A filing on SEC EDGAR