SecProbe.io

November 1, 2024
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
Re:Soluna Holdings, Inc.
Registration Statement on Form S-1
Filed October 9, 2024
File No. 333-282559
Dear John Belizaire:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
General
1.Given the size of the offering relative to the number of common shares outstanding
and held by non-affiliates, please provide us with a detailed legal and factual analysis
explaining your basis for determining that this is a secondary offering that is eligible
to be made under Securities Act Rule 415(a)(1)(i) and not a primary offering. For
guidance, please refer to Securities Act Rules Compliance and Disclosure
Interpretation 612.09.
We note your statement in the sixth paragraph on page 11 that the "Selling Holders
and any broker-dealers or agents that are involved in selling the Common Stock may
be deemed to be 'underwriters' within the meaning of the Securities Act in connection
with such sales." We also note that you have entered into the Standby Equity Purchase
Agreement ("SEPA") and are registering the shares that will be issued for resale. 2.

November 1, 2024
Page 2
Since this appears to be a private equity line financing, please revise your registration
statement to identify the Investor as an underwriter for the resale of those shares, or
advise otherwise. At a minimum, this disclosure should appear on the prospectus
cover page and in the plan of distribution section. For guidance, please refer to
Securities Act Sections Compliance and Disclosure Interpretation 139.13.
3.We note your cover page disclosure that the prospectus relates to the offer and sale by
the Selling Holders identified in the prospectus or their "permitted transferees." Please
tell us how your disclosure will identify any permitted transferees of the Investor and
name them as underwriters for the resale of the equity line shares.
4.We note that you are registering for resale up to "2,000,000 shares of Common Stock
(including 5,938 shares that have been issued as a consent fee on the Investor
commitment fee) that we may issue (emphasis added) to a Selling Holder as a consent
fee in connection with the SEPA" (see, e.g., the cover page and page 3). It appears
that at the time of filing this registration statement, not all of such 2,000,000 shares
being registered for resale had been issued to this Selling Holder. Please provide us
with your analysis regarding whether this Selling Holder is irrevocably bound to
purchase all of the 2,000,000 shares being registered for resale subject only to the
filing or effectiveness of the registration statement or other conditions outside their
control. For guidance, please refer to Securities Act Sections Compliance and
Disclosure Interpretation 134.01.
5.In an appropriate section of the prospectus, please disclose the material terms of the
consent fee agreement or arrangement with the relevant Selling Holder, as referenced
in the preceding comment. Expand your disclosure to explain how this agreement or
arrangement works. Please file any documents memorializing the same as an exhibit
to the registration statement or tell us why you are not required to do so.
Cover Page
6.Refer to your disclosure on the cover page that you are registering the resale of an
additional 2,000,000 shares of Common Stock that you may issue to "a Selling
Holder" and 308,642 shares of Common Stock issued to "another Selling Holder."
Please revise your prospectus throughout, including the "Selling Holders" section, to
clarify the respective identities of these Selling Holders.
Selling Holders, page 9
7.In the first paragraph on page 9, your disclosure indicates that up to an aggregate
22,308,642 shares of your common stock are issuable upon additional advances under
the SEPA. Please revise to reconcile with your disclosures elsewhere (e.g., the cover
page and page 3), which appear to indicate that up to an aggregate of 20,000,000
shares are issuable to the Investor pursuant to the terms of the SEPA.
We note your disclosure in the fourth paragraph on page 9 that "[e]xcept as set forth
below, the Selling Holders has [sic] not held any position or office, or have otherwise
had a material relationship, with us or any of our subsidiaries within the past three
years other than as a result of the ownership of our shares of Common Stock or other
securities." Please revise this section to provide clear disclosure responsive to Item
507 of Regulation S-K, including the nature of any position, office, or other material 8.

November 1, 2024
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relationship which any Selling Holder has had within the past three years with you or
any of your predecessors or affiliates.
9.To the extent not currently disclosed, for each Selling Holder, briefly describe the
transactions from which they originally received their shares, including the exemption
from registration for the initial transaction and the date of the transaction. Disclose the
material terms of each transaction, including the number of shares purchased in each
transaction and the consideration paid (e.g., price paid per share), if any. As
appropriate, file as exhibits to your registration statement any material agreements
regarding these transactions, or tell us why you are not required to do so.
10.We note your disclosure on page 11 that, "Univest Securities, one of the Selling
Holders, is a broker-dealer which is a member firm of FINRA and receives such
shares via provision of services unrelated to the SEPA." Please revise to identify all
Selling Holders who are registered broker-dealers or affiliates of broker-dealers.
Additionally, tell us if the broker-dealer(s) received the securities to be resold as
underwriting compensation. Please note that a registration statement registering the
resale of shares being offered by broker-dealers must identify the broker-dealers as
underwriters if the shares were not issued as underwriting compensation. With respect
to any Selling Holder that is an affiliate of a broker-dealer, disclose this status and
state, if true, that: (i) the seller purchased the securities in the ordinary course of
business; and (ii) at the time of purchase of the securities you are registering for
resale, the seller had no agreements or understandings, directly or indirectly, with any
person to distribute the securities. If you are unable to make these statements in the
prospectus, please disclose that such Selling Holder is an underwriter.
11.It appears from your Selling Holders table on page 9 that there are a total of four
Selling Holders in this offering. However, your disclosure elsewhere appears to
indicate that there are a total of three Selling Holders (see, e.g., the cover page and
page 3). Please revise to clarify or reconcile your disclosure, as appropriate.
12.Please revise your next amendment to fill in the extensive blanks and incomplete
information in the Selling Holders table and related footnotes.

            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

November 1, 2024
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            Please contact Jessica Livingston at 202-551-3448 or David Lin at 202-551-3552 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Joseph P. Galda