The Company previously announced that it is actively evaluating a potential business combination with a leading company operating in the rapidly growing energy infrastructure market supporting data centers. The potential business combination, if completed, would result in the energy business becoming the Company’s principal operating business on a going forward basis.

In connection with its evaluation of the energy company, the Company is also evaluating strategic alternatives for its SemiCab business. These alternatives include the continued operation and development of SemiCab, the spin-off of SemiCab as a separate company, and a sale of SemiCab. No determination has been made regarding the ultimate disposition of SemiCab.

We are very pleased with all that we have accomplished growing SemiCab into a leading AI-powered technology platform utilized by a number of Fortune 500, multi-national enterprise customers in India," stated Gary Atkinson, Chief Executive Officer of Algorhythm Holdings, Inc. "We have grown SemiCab significantly in less than two years and see tremendous growth opportunities for it."

"With that said, in light of the new direction we are heading with our business, we are considering a variety of strategic alternatives for our SemiCab business," continued Atkinson. "We have received indications of interest from multiple parties concerning a potential purchase of SemiCab and are actively evaluating these opportunities. We believe that our SemiCab business and its AI technology platform have significant value and would be a highly desired addition to the right distribution and logistics company that wants to integrate the technology into its existing transportation network."

The Company emphasized that it has not entered into a binding definitive agreement with respect to the proposed acquisition of the energy company and has not made a final determination regarding any particular strategic alternative for SemiCab. There can be no assurance that the Company's strategic review or discussions regarding the energy company or SemiCab will result in the execution of a definitive agreement or the completion of any transaction.

Any potential transaction involving either business would be subject to the negotiation and execution of definitive agreements, completion of due diligence, receipt of applicable Board and shareholder approvals, compliance with applicable regulatory and Nasdaq requirements, satisfaction of any financing conditions, and compliance with customary closing conditions.

The Company does not intend to provide additional updates regarding the matters discussed herein unless and until it determines that further disclosure is appropriate or required by applicable securities laws.