Algorhythm acquires 99.99% of SMCB; acquired entity has going concern doubts

Algorhythm Holdings, Inc.

SMCB reported net loss of $890K for FY ended March 2025, revenue $2.653M, gross loss $28K.
Audited statement reveals accumulated deficit of $1.445M, working capital deficit of $1.351M.
Independent auditor notes substantial doubt about SMCB's ability to continue as a going concern.
SMCB has $1.64M related party note payable; total liabilities $2.626M exceed assets $1.195M.
Acquisition closed May 2, 2025; SemiCab Holdings (80% owned by Algorhythm) now holds 99.99%.

item 9.01

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