SecProbe.io

<DOCUMENT>
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 September 29, 2025

John Belizaire
Chief Executive Officer
Soluna Holdings, Inc
325 Washington Ave Extension
Albany, NY 12205

 Re: Soluna Holdings, Inc
 Registration Statement on Form S-3
 Filed September 26, 2025
 File No. 333-290546
Dear John Belizaire:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Sonia Bednarowski at 202-551-3666 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Ave Extension
Albany, NY 12205

 Re: Soluna Holdings, Inc.
 Registration Statement on Form S-3
 Filed April 18, 2025
 File No. 333-286638
Dear John Belizaire:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact David Gessert at 202-551-2326 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 April
25, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Soluna
 Holdings, Inc. (the "Company")

 Registration
 Statement on Form S-3 (File No. 333-286638)

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the "Registration Statement") be declared effective by the Securities and Exchange Commission at 4:05 p.m.
Eastern Time on April 29, 2025, or as soon as practicable thereafter, or at such later time as the Company or its counsel may
request via telephone call to the staff.

 Please
call Daniel L. Forman of Lowenstein Sandler LLP at (212) 419-5904 to confirm the effectiveness of the Registration Statement or with
any questions.

 Very
 truly yours,

 SOLUNA
 HOLDINGS, INC.

 By:
 /s/
 John Belizaire

 Name:
 John
 Belizaire

 Title:
 Chief
 Executive Officer

CORRESP
1
filename1.htm

February
3, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Soluna
    Holdings, Inc. (the “Company”)

    Registration
    Statement on Form S-1 (File No. 333-282559)

Ladies
and Gentlemen:

In
accordance with Rule 461 under the Securities Act of 1933, as amended, the Company hereby requests that the above-referenced Registration
Statement (the “Registration Statement”) be declared effective by the Securities and Exchange Commission at 4:05 p.m. Eastern
Time on February 5, 2025, or as soon as practicable thereafter, or at such later time as the Company or its counsel may request
via telephone call to the staff.

Please
call Daniel Forman of Lowenstein Sandler LLP at (212) 419-5904 to confirm the effectiveness of the Registration Statement or with any
questions.

    Very
    truly yours,

    SOLUNA
    HOLDINGS, INC.

    By:
    /s/
    John Belizaire

    Name:
    John
    Belizaire

    Title:
    Chief
    Executive Officer

CORRESP
1
filename1.htm

    Daniel
    L. Forman

    Partner

    1251
    Avenue of the Americas

    New
    York, New York 10020

                                                         T:
    (212) 419-5904

    E:dforman@lowenstein.com

January
28, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jessica Livingston, David Lin

    Re:
    Soluna
    Holdings, Inc.

    Amendment
    No. 3 to the Registration Statement on Form S-1

    Filed
    January 15, 2025

    File
    No. 333-282559

Ladies
and Gentlemen:

On
behalf of Soluna Holdings, Inc. (the “Company”), we are submitting this letter to the Securities and Exchange Commission
(the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated January 27, 2025 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 3
to the Registration Statement on Form S-1 filed on January 15, 2025 (the “Registration Statement”). Capitalized terms
used but not defined in this letter have the meaning given in the Registration Statement.

To
assist your review, we have reproduced the text of the Staff’s comment in italics below, followed by the response on behalf of
the Company.

Amendment
No. 3 to Registration Statement on Form S-1

General

    1.
    Please
    tell us whether FINRA will evaluate the compensation to be paid to member broker-dealer firms in the transactions described in the
    registration statement and the status of its evaluation in that respect. If you believe that FINRA is not required to evaluate the
    compensation to be paid to its members in such transactions, please tell us the basis of this conclusion.

Response
to Comment 1:

The
Company respectfully advises the Staff that it believes that FINRA is not required to evaluate the compensation paid to any member broker-dealer
firms in connection with the transactions described in the Registration Statement.

 FINRA Rule 5110

FINRA
Rule 5110(a)(2) states that “all public offerings in which a member participates must be filed with FINRA for review,
except as exempted from the filing requirement under paragraph (h).” (emphasis added). FINRA Rule 5110(j)(18) defines a public
offering as “any primary or secondary offering of securities made in whole or in part in the United States pursuant to a registration
statement, offering circular or similar offering document including exchange offers, rights offerings, and offerings of securities made
pursuant to a merger or acquisition except for: (A) securities exempt from registration with the SEC pursuant to the provisions of Sections
4(a)(1), 4(a)(2) or 4(a)(5) of the Securities Act; (B) securities exempt from registration with the SEC pursuant to Rule 504 of SEC Regulation
D if the securities are restricted securities under Securities Act Rule 144(a)(3) or Rule 506 of SEC Regulation D; (C) securities exempt
from registration with the SEC pursuant to Securities Act Rule 144A or SEC Regulation S; or (D) securities which are defined as “exempted
securities” in Section 3(a)(12) of the Exchange Act.” FINRA Rule 5110(j)(16) notes that a member is deemed to be “participating”
in a public offering if it (i) is involved in the preparation of the offering documents or other documents, (ii) is involved in the distribution
of the offering, (ii) furnishes customer or broker lists for solicitation, or (iv) provides advisory or consulting services to the issuer
related to the offering.

The
Company respectfully advises the Staff that neither Northland Securities, Inc. (“Northland”) nor Univest Securities, LLC
(“Univest”) are participating in or receiving any compensation in connection with any public offering pursuant to the Registration
Statement. For purposes of clarity, the Investor is not a member broker-dealer firm registered with FINRA.

Northland
is entitled to a 3% cash fee upon the issuance and sale by the Company of the SEPA shares to the Investor. The Company will issue the
SEPA shares in a private placement transaction in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities
Act and/or Rule 506(b) of Regulation D promulgated thereunder. Further, Northland will not be acting as an underwriter or placement agent
in connection with the distribution of the securities by the Selling Holders.

Based
on the foregoing, and because the offering for which Northland acted as placement agent (the issuance of the SEPA shares to the Investor)
is not a “public offering” as defined by FINRA Rule 5110(j)(18), FINRA is not required to evaluate the compensation payable
to Northland under FINRA Rule 5110. In addition, Northland is not “participating” in the public offering pursuant
to the Registration Statement, because it has not and will not do any of the activities delineated under FINRA Rule 5110(j)(16)
in connection with the resale of the securities by the Selling Holders. All of Northland’s services in connection with the SEPA
are complete.

Further,
Univest is not participating in any public offering of securities and will not receive any compensation in connection with the resale
of the securities by any of the Selling Holders pursuant to the Registration Statement (including the resale of the Release Shares that
were issued to it in a private placement transaction in reliance upon the exemption from registration provided by Section 4(a)(2) of
the Securities Act).

 FINRA Rule 5123

 The Company also considered whether
there was a notification or filing requirement under FINRA Rule 5123 in connection with the transactions described in the Registration
Statement and, in particular, the private placement transaction between the Company and the Investor for which Northland served as placement
agent. FINRA Rule 5123(a) requires a filing with FINRA when a member firm sells a security in a non-public offering in reliance on an
available exemption from registration under the Securities Act. FINRA Rule 5123(b), however, provides several exemptions to such filing
requirement, including if the private placement is made only to institutional accounts, as defined in FINRA Rule 4512(c). In connection
with discussions with Northland, it is the Company’s understanding that the Investor qualifies as an institutional account, as
defined in FINRA Rule 4512(c), and therefore, no filing or notification is required under FINRA Rule 5123.

We
hope that the foregoing has been responsive to the Staff’s comment. If you have any questions or comments about this letter or
need any further information, please do not hesitate to call Daniel Forman of Lowenstein Sandler LLP at (212) 419-5904.

    Very
    truly yours,

    /s/
    Daniel L. Forman

    Daniel
    L. Forman

    cc:
    John
                                            Belizaire, Soluna Holdings, Inc.

    Steven
    Siesser, Lowenstein Sandler LLP

January 27, 2025
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
Re:Soluna Holdings, Inc.
Amendment No. 3 to Registration Statement on Form S-1
Filed January 15, 2025
File No. 333-282559
Dear John Belizaire:
            We have reviewed your amended registration statement and have the following
comment.
            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.
Amendment No. 3 to Registration Statement on Form S-1
General
1.Please tell us whether FINRA will evaluate the compensation to be paid to member
broker-dealer firms in the transactions described in the registration statement and the
status of its evaluation in that respect. If you believe that FINRA is not required to
evaluate the compensation to be paid to its members in such transactions, please tell
us the basis of this conclusion.

January 27, 2025
Page 2
            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:Daniel L. Forman

CORRESP
1
filename1.htm

    Daniel
    L. Forman

    Partner

    1251
    Avenue of the Americas

    New
    York, New York 10020

    T:
    (212) 419-5904

    E:dforman@lowenstein.com

January
15, 2025

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jessica Livingston, David Lin

    Re:
    Soluna
    Holdings, Inc.

    Amendment
    No. 2 to the Registration Statement on Form S-1

    Filed
    December 16, 2024

    File
    No. 333-282559

Ladies
and Gentlemen:

On
behalf of Soluna Holdings, Inc. (the “Company”), we are submitting this letter to the Securities and Exchange Commission
(the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated January 14, 2025 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 2
to the Registration Statement on Form S-1 filed on December 16, 2024. In connection with such responses, the Company is concurrently
filing an Amendment No. 3 to the Registration Statement (the “Amended Registration Statement”). Capitalized terms
used but not defined in this letter have the meaning given in the Amended Registration Statement.

To
assist your review, we have reproduced the text of the Staff’s comments in italics below, followed by responses on behalf of the
Company.

Amendment
No. 2 to Registration Statement on Form S-1 filed December 16, 2024

General

    1.
    We
    note that you are registering, among others, the resale of 140,000 shares of common stock issuable upon the exercise of the warrants
    (the “Warrants”) issued to the Series B Holder on October 1, 2024, pursuant to the waiver it granted the company in connection
    with the SEPA. Please file as exhibits to the registration statement (i) the Waiver Agreement, dated October 1, 2024, between the
    Company and the Series B Holder, as referenced in your response to prior comment 3, and (ii) the form of Warrant and any associated
    warrant agreement, or tell us why you are not required to do so.

Response
to Comment 1:

The
Company respectfully acknowledge the Staff’s comment and has filed the Waiver Agreement, dated October 1, 2024, between the Company
and the Series B Holder and (ii) the form of Warrant as exhibits 10.120 and 4.21, respectively, to the Amended Registration Statement.

    2.
    We
    note your disclosure that, “Northland Securities, Inc. acted as placement agent in connection with the SEPA and is entitled
    to receive a 6% commission on all funds received by the Company under the SEPA.” Please tell us how you considered providing
    related disclosure on the prospectus cover page. Also please tell us whether Northland Securities will act as a placement agent for
    the SEPA shares going forward. Furthermore, please file any written agreement or document memorializing the terms of your arrangement
    with the placement agent as an exhibit to the registration statement if required by Item 601 of Regulation S-K.

Response
to Comment 2:

The
Company respectfully acknowledges the Staff’s comment. Northland Securities, Inc. (“Northland”) will not act
as placement agent for the SEPA shares going forward, and all of its services in connection with the SEPA are complete. The Company will
pay Northland the fee upon the issuance and sale by the Company of the shares to the Investor and such fee is paid irrespective of when
the shares are sold by the Investor pursuant to the registration statement. As Northland will not be acting as an underwriter or placement
agent in connection with the distribution of the securities by the Selling Holders, no disclosure was included on the cover page of the
prospectus.

Because
Northland is not acting as an underwriter or placement agent pursuant to which the securities being registered are to be distributed,
the Company’s engagement letter with Northland is not required to be filed pursuant to Item 601(b)(1) of Regulation S-K. Furthermore,
the Company respectfully advises the Staff that the Company does not believe that the engagement letter is a material agreement under
Item 601(b)(10) of Regulation S-K. The engagement letter is an ordinary course engagement agreement pursuant to which Northland is serving
as the Company’s placement agent in connection with equity and debt financings of the Company and its subsidiaries.

We
hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or comments about this letter or
need any further information, please do not hesitate to call Daniel Forman of Lowenstein Sandler LLP at (212) 419-5904.

    Very
    truly yours,

    /s/
    Daniel L. Forman

    Daniel
    L. Forman

    cc:
    John
    Belizaire, Soluna Holdings, Inc.

    Steven
    Siesser, Lowenstein Sandler LLP

January 14, 2025
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
Re:Soluna Holdings, Inc.
Amendment No. 2 to Registration Statement on Form S-1
Filed December 16, 2024
File No. 333-282559
Dear John Belizaire:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our December 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-1
General
1.We note that you are registering, among others, the resale of 140,000 shares of
common stock issuable upon the exercise of the warrants (the “Warrants”) issued to
the Series B Holder on October 1, 2024, pursuant to the waiver it granted the
company in connection with the SEPA. Please file as exhibits to the registration
statement (i) the Waiver Agreement, dated October 1, 2024, between the Company
and the Series B Holder, as referenced in your response to prior comment 3, and (ii)
the form of Warrant and any associated warrant agreement, or tell us why you are not
required to do so.

January 14, 2025
Page 2
Plan of Distribution, page 11
2.We note your disclosure that, "Northland Securities, Inc. acted as placement agent in
connection with the SEPA and is entitled to receive a 6% commission on all funds
received by the Company under the SEPA." Please tell us how you considered
providing related disclosure on the prospectus cover page. Also please tell us whether
Northland Securities will act as a placement agent for the SEPA shares going forward.
Furthermore, please file any written agreement or document memorializing the terms
of your arrangement with the placement agent as an exhibit to the registration
statement if required by Item 601 of Regulation S-K.
            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:Daniel L. Forman

CORRESP
1
filename1.htm

    Daniel L. Forman

    Partner

    1251 Avenue of the Americas

    New York, New York 10020

    T: (212) 419-5904

    E:dforman@lowenstein.com

December
16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

Attention:
Jessica Livingston, David Lin

    Re:
    Soluna
    Holdings, Inc.

    Amendment
    No. 1 to the Registration Statement on Form S-1

    Filed
    November 12, 2024

    File
    No. 333-282559

Ladies
and Gentlemen:

On
behalf of Soluna Holdings, Inc. (the “Company”), we are submitting this letter to the Securities and Exchange Commission
(the “SEC”) via EDGAR in response to the comment letter from the staff of the SEC (the “Staff”),
dated December 5, 2024 (the “Comment Letter”), pertaining to the Company’s above-referenced Amendment No. 1
to the Registration Statement on Form S-1 filed on November 12, 2024. In connection with such responses, the Company is concurrently
filing an Amendment No. 2 to the Registration Statement (the “Amended Registration Statement”). Capitalized terms
used but not defined in this letter have the meaning given in the Amended Registration Statement.

To
assist your review, we have reproduced the text of the Staff’s comments in italics below, followed by responses on behalf of the
Company.

Amendment
No. 1 to Registration Statement on Form S-1 filed November 12, 2024

General

 1. We
                                            note your response to prior comment 1 and revised offering size. As we continue to evaluate
                                            your response, please provide us with a more detailed legal and factual analysis of your
                                            basis for determining that it is appropriate to characterize the transaction as a secondary
                                            offering under Securities Act Rule 415(a)(1)(i), including an analysis of each of the factors
                                            material to this determination. In responding, please consider the guidance provided in Compliance
                                            Disclosure Interpretations, Securities Act Rules, Question 612.09.

Response
to Comment 1:

The
Company respectfully acknowledges the Staff’s comment and for the reasons discussed below, the Company submits that the offering
contemplated by the Amended Registration Statement is a valid secondary offering by or on behalf of the selling stockholders that may
be registered for sale on a continuous basis pursuant to Rule 415(a)(1)(i) under the Securities Act of 1933, as amended (the “Securities
Act”). The offering is not the type of transaction about which the Staff has historically raised concerns under Rule 415, and
a careful consideration of all of the factors articulated in Question 612.09 (the “Interpretation”) of the Staff’s
Compliance & Disclosure Interpretations (the “CDIs”) for Securities Act Rules supports a conclusion that the offering
does not amount to a distribution by the selling stockholders on behalf of the Company.

  A.
  Background

On
August 12, 2024, the Company entered into (i) a Standby Equity Purchase Agreement (the “SEPA”) and (ii) a Registration
Rights Agreement (the “Registration Rights Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited company
(the “Investor”). Upon the terms and subject to the conditions and limitations set forth in the SEPA, the Investor
has committed to purchase up to an aggregate of $25.0 million of shares (the “Shares”) of common stock of the Company,
par value $0.001 per share (the “Common Stock”), at the Company’s request from time to time during
a 24-month period commencing on August 12, 2024. Pursuant to the Registration Rights Agreement, the Company agreed to register the Shares
for resale by the Investor. The Company is filing the Amended Registration Statement pursuant to the Registration Rights Agreement.

On
November 15, 2024, at a Special Meeting of Stockholders and pursuant to the rules of the Nasdaq Capital Market, the Company obtained
stockholder approval to issue to the Investor, pursuant to the SEPA, shares of Common Stock that exceed 19.99% of the shares of Common
Stock outstanding immediately prior to the execution of the SEPA.

The
Investor is an institutional investor that invests in a wide range of companies and industries. Prior to entering into the SEPA, the
Investor did not own any securities of the Company and was not affiliated with the Company or any of its officers, directors or any other
greater than 5% holder of the Company’s outstanding shares of Common Stock. The Shares will be issued by the Company pursuant to
the exemption from registration provided by Section 4(a)(2) of the Securities Act. In the SEPA, the Investor represented to the Company
that it is an “Accredited Investor” as defined in Rule 501(a)(3) of Regulation D. In addition, the Investor made representations
and warranties in the SEPA regarding its investment intent, including representations that it is purchasing the Shares for its own account,
for investment purposes and not for the purpose of effecting any distribution of the Shares in violation of the Securities Act.

  B.
  Rule 415 Analysis

In
1983, the SEC adopted Rule 415 under the Securities Act to permit the registration of offerings to be made on a delayed or continuous
basis. Rule 415 specifies certain conditions that must be met by an issuer in order to avail itself of the Rule. In relevant part, Rule
415 provides:

“(a)
Securities may be registered for an offering to be made on a continuous or delayed basis in the future, Provided, That:

(1)
The registration statement pertains only to:

(i)
Securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the
registrant or a person of which the registrant is a subsidiary;…[or]

(x)
Securities registered (or qualified to be registered) on Form S-3 or Form F-3 (§ 239.13 or § 239.33 of this chapter), or on
Form N-2 (§§ 239.14 and 274.11a-1 of this chapter) pursuant to General Instruction A.2 of that form, which are to be offered
and sold on an immediate, continuous or delayed basis by or on behalf of the registrant, a majority-owned subsidiary of the registrant
or a person of which the registrant is a majority-owned subsidiary ….”

Under
Rule 415(a)(1)(i), an issuer may register shares to be sold on a delayed or continuous basis by selling stockholders in a bona fide secondary
offering without restriction.

In
the event that an offering registered in reliance on Rule 415(a)(1)(i) is deemed to be an offering that is “by or on behalf of
the registrant” as specified in Rule 415(a)(1)(x), Rule 415 contains additional limitations. Rule 415(a)(4) provides that:

“In
the case of a registration statement pertaining to an at the market offering of equity securities by or on behalf of the registrant,
the offering must come within paragraph (a)(1)(x) of this section. As used in this paragraph, the term ‘at the market offering’
means an offering of equity securities into an existing trading market for outstanding shares of the same class at other than a fixed
price.”

As
a result, if an offering which purports to be a secondary offering is characterized as an offering “by or on behalf of the registrant,”
Rule 415 is only available to register an “at the market offering” if the registrant is eligible to use Form S-3 or Form
F-3 to register a primary offering.

The
Staff has previously recognized the delicacy with which the analysis of a particular transaction must be undertaken. In the Interpretation,
the Staff has set forth a detailed analysis of the relevant factors that should be examined. The Interpretation provides that:

“It
is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are actually
underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the
seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf
of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 ‘public float’ test for
a primary offering, or because Rule 415 (a)(l)(i) is available for secondary offerings, but primary offerings must meet the requirements
of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is really on behalf of the issuer
is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the
selling shareholders have held the shares, the circumstances under which they received them, their relationship to the issuer, the amount
of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances
it appears that the seller is acting as a conduit for the issuer” (emphasis added).

Each
of the relevant factors listed in the Interpretation is discussed below in the context of the Amended Registration Statement. In the
Company’s view, based on a proper consideration of all of those factors, the Staff should conclude that the Amended Registration
Statement relates to a valid secondary offering.

 1. The length of time that the Investor will hold the Shares.

The
Shares may be sold by the Company to the Investor at the Company’s request from time to time during the 24-month period that began
in August of 2024 when the SEPA was executed. In this regard, CDI Question 139.13 of the CDIs for Securities Act Sections provides that
no minimum holding period is required, and the SEC will permit a company to register the resale of the underlying securities prior to
exercise of a put right, where the Company has “completed the private transaction of all of the securities it is registering”
through an equity line transaction and the investor is at market risk at the time of filing of the resale registration statement. As
in all equity line transactions, the Investor has accepted the market risk of its investment from the date of entering into the SEPA,
including market risk related to the shares of Common Stock that the Company may choose, in its sole discretion, to put to the Investor
pursuant to the terms of the SEPA.

2.
The circumstances under which the Investor will receive the Shares.

The
Investor will receive the Shares offered in the Amended Registration Statement pursuant to the privately negotiated transaction between
the Company and Investor completed at arm’s length prior to the initial filing of the Registration Statement. Although the Investor
is required by the Staff to include disclosure that it is an “underwriter” with regard to its resales under the Amended Registration
Statement, the Company respectfully notes that the transaction has characteristics more closely associated with a traditional investment
transaction than with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price
at which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation
for its selling efforts and for bearing market risk. Pursuant to the SEPA, however, the Investor will purchase any shares of Common Stock
put to it by the Company at a slight discount to the market price for the Common Stock. The Investor is required to take the Shares put
to it by the Company under the SEPA (subject to a 9.99% beneficial ownership blocker), and there is no agreement or arrangement regarding
the price at which the Investor will resell such Shares to the public pursuant to the Amended Registration Statement. In addition, the
Investor will purchase the Shares for investment purposes and specifically represented that it is not acquiring the Shares for the purpose
or with the intent of effecting a distribution in violation of the Securities Act. There is no evidence to suggest that those representations
were false.

Also,
there is no evidence that a distribution would occur if the Amended Registration Statement were to be declared effective. Rule 100(b)
of Regulation M defines the term “distribution” as:

“[A]n
offering of securities, whether or not subject to registration under the Securities Act, that is distinguished from ordinary trading
transactions by the magnitude of the offering and the presence of special selling efforts and selling methods (emphasis added).”

Special
selling efforts and selling methods must be employed before an offering can constitute a distribution. Here, there is no evidence that
any special selling efforts or selling methods have taken or would take place if all of the Shares covered by the Amended Registration
Statement were registered. The Company has no reason to believe that the Investor will conduct any road shows or take any other actions
to condition the market for its shares of Common Stock.

Further,
the existence of the Registration Rights Agreement does not alter the conclusion that the Investor will purchase the Shares for investment
and not with the intent to effect a distribution in violation of the Securities Act. Although the Investor bargained for registration
rights, registration rights, in and of themselves, do not evidence an intention on the part of the Investor to effect a distribution
in violation of the Securities Act.

3.
The relationship of the Investor to the Company.

The
Investor is not an affiliate of the Company, a broker-dealer or an affiliate of a broker-dealer. The only relationship between the Investor
and the Company is the relationship established through the SEPA and the transactions contemplated thereby. The Investor has agreed to
acquire the Company’s securities for investment purposes, and is at market risk for all Shares purchased as part of its investment.
The Investor will receive all proceeds from the sale of Shares pursuant to the Amended Registration Statement and, in contrast to the
economic terms of an underwritten offering, the proceeds of the sale by the Company to the Investor are not dependent on the price at
which the Investor ultimately sells the Shares pursuant to the Amended Registration Statement. In addition, the Investor will not receive
a commission or any other remuneration from the Company if and when the Shares are sold to the Investor under the SEPA. The Investor
will retain all proceeds from the resale of Shares pursuant to the Amended Registration Statement, and the Company will not obtain any
direct or indirect benefit from any amounts received from those sales.

The
Company also notes that even if the Investor was an affiliate of the Company, pursuant to Question 212.15 of the CDIs for Securities
Act Rules, the Staff has acknowledged that “aside from parents and subsidiaries, affiliates of issuers are not necessarily treated
as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings which are deemed to be genuine
secondaries.”

For
the reasons set forth above, the Company submits that the Investor’s relationship to the Company as an investor that assumes market
risk with respect to the Shares it acquires under the SEPA does not support a conclusion that it is acting on behalf of the Company.

4.
The number of shares involved.

Pursuant
to the Amended Registration Statement, the Company is seeking to register an aggregate of 3,000,000 shares of Common Stock that may be
issued pursuant to SEPA (not including the 59,382 shares of Common Stock issued to the Investor as consideration for its irrevocable
commitment to purchase shares of Common Stock pursuant to the SEPA)1. The number of Shares involved in the offering does
not support a conclusion that the Investor is acting on behalf of the

December 5, 2024
John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
Re:Soluna Holdings, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed November 12, 2024
File No. 333-282559
Dear John Belizaire:
            We have reviewed your amended 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. Unless we note
otherwise, any references to prior comments are to comments in our November 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1
General
1.We note your response to prior comment 1 and revised offering size. As we continue
to evaluate your response, please provide us with a more detailed legal and factual
analysis of your basis for determining that it is appropriate to characterize the
transaction as a secondary offering under Securities Act Rule 415(a)(1)(i), including
an analysis of each of the factors material to this determination. In responding, please
consider the guidance provided in Compliance Disclosure Interpretations, Securities
Act Rules, Question 612.09.
We note your response to prior comment 2 and partially reissue. Since this appears to
be a private equity line financing, please revise to more specifically name YA II PN,
Ltd., the equity line investor (the “Investor”), as an underwriter for the resale of the 2.

December 5, 2024
Page 2
equity line shares, or advise. At a minimum, this disclosure should appear on the
prospectus cover page and in the plan of distribution section.
3.Refer to your response to prior comment 4 and related revisions. We note that as a
"consent fee" to your Selling Holder, Chuntao Zhou (the Series B Holder), you are
obligated to issue an amount of shares equal to 10% of those issued under the Standby
Equity Purchase Agreement ("SEPA") and your supplemental response that, "The
shares 'to be issued' are a variable consent fee  (emphasis added) and are issued as the
SEPA is drawn upon." Please note that in order for the private placement of the shares
to be complete and the selling shareholder to be at market risk, (i) the per share
purchase price must be fixed and cannot be subject to adjustment based on the market
price of the common stock and (ii) the selling shareholder must be irrevocably bound
to purchase a set number of securities at the time of the filing of the resale registration
statement. For guidance, refer to Questions 139.06 and 139.11 of the Securities Act
Sections Compliance and Disclosure Interpretations. Given the "variable consent fee"
with respect to the shares "to be issued" to this Selling Holder, the per share purchase
price appears undetermined. As such, this Selling Holder does not appear to be
irrevocably bound to purchase a set number of securities for a set purchase price that
is not market-based or to be at market risk with respect to its investment. Accordingly,
please remove from the registration statement any shares which you had not issued to
this Selling Holder prior to October 9, 2024, which is the filing date of your initial
registration statement. Alternatively, please provide us with a detailed legal analysis
of why this private placement was completed prior to your attempt to register the
resale of such shares and whether the closing of this private placement will occur
within a short time after the effectiveness of your registration statement, as
contemplated by Question 139.11 of the Securities Act Sections Compliance and
Disclosure Interpretations.
Cover Page
4.We note your response to prior comment 6 and reissue in part. Please revise
the definition of "Series B Holder" on the cover page to identify the Series B Holder
by name (i.e., Chuntao Zhou).
5.Refer to your disclosure in the last sentence of the second paragraph on the cover page
that "[s]uch Selling Holders and any permitted transferee  are deemed to be an
'underwriter' within the meaning of Section 2(a)(11) of the Securities Act of 1933..."
(emphasis added). Please address the following points in your next amendment or
response letter, as applicable:
•Revise the phrase "[s]uch Selling Holders" to read "the Selling Holders" to avoid
the possible interpretation that certain specified Selling Holders, rather than all the
Selling Holders, are deemed to be “underwriters,” consistent with your disclosure
elsewhere (page 11, paragraph 6) that "[t]he Selling Holders...are deemed to be
‘underwriters’...," or advise otherwise.
•It appears you may have concluded that any permitted transferee of the Selling
Holders, including but not limited to the Investor, is deemed to be an
“underwriter.” Please supplementally clarify whether this is the case. We may
have further comments based upon your response and any revisions.

December 5, 2024
Page 3
6.In the fifth-to-last paragraph on the cover page, you state that “[i]f any underwriters,
dealers or agents are involved in the sale of any of the [Selling Holders’] securities,
their names and any applicable purchase price, fee, commission or discount
arrangement...will be set forth...in any applicable prospectus supplement.” Please
confirm your understanding that the retention by a Selling Holder of an underwriter
would constitute a material change to your plan of distribution requiring a post-
effective amendment, and revise your disclosure throughout accordingly. Refer to
your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.
7.In the same paragraph noted above, we note your revised disclosure in response to
prior comment 3 that you “will supplement this prospectus with any information
regarding any permitted transferees of the Selling Holders when such transferees
become identifiable.” Please address the following points:
•It appears that a post-effective amendment could be required in certain
circumstances. Please revise to clarify in the above-referenced disclosure that you
will file a prospectus supplement or post-effective amendment, as necessary. For
guidance, refer to Question 220.04 of the Securities Act Rules Compliance and
Disclosure Interpretations.
•Furthermore, please confirm that you will file a post-effective amendment to
identify any permitted transferees of the Investor  and name them as underwriters
for the resale of the equity line shares before such transferees use this prospectus,
and revise your disclosure accordingly.
Selling Holders, page 9
8.We note your response to prior comment 7 and partially reissue. In the first paragraph
on page 9, you state that this prospectus covers the resale of “up to an aggregate
11,308,642 shares of your common stock issuable to the Investor and the Series B
Holders in connection with advances under the SEPA ” (emphasis added). Please
reconcile with your disclosure elsewhere (e.g., the cover page) that this prospectus
covers the resale of up to 11,000,000 shares issuable pursuant to the terms of the
SEPA (consisting of 10,000,000 shares and 1,000,000 shares issuable to the Investor
and the Series B Holder, respectively) and 308,642 shares issued to “two other Selling
Holders...in connection with prior investment banking activities unrelated to the
SEPA” (emphasis added). Please also revise the first paragraph on page 9 to more
specifically identify the “remaining Selling Holders” who received their shares in
connection with prior investment banking services unrelated to the SEPA, as your
disclosure references.
We note your response to prior comment 9. Please address the following points in
your next amendment or response letter, as applicable:
Revise your prospectus to clearly describe the material terms of the transactions
from which each of Univest Securities, LLC ("Univest") and Bradley Richmond,
your Selling Holders, originally received their shares being registered for resale,
including the exemption from registration for the initial transaction and the date
thereof. To the extent either/both of Univest and Mr. Richmond received their
resale shares pursuant to the General Release Agreement filed as Exhibit 10.119
to the registration statement, as your response appears to indicate, explain how the •9.

December 5, 2024
Page 4
number of shares received was calculated pursuant to the terms thereof.
•Given that Mr. Richmond does not appear to be a party to the General Release
Agreement in his individual capacity, please describe any further transactions
taking place that gave Mr. Richmond ownership of his resale shares, or advise
otherwise, and file any related agreements as exhibits to your registration
statement, if required by Item 601 of Regulation S-K.
•Disclose the date the “5,938 consent shares of common stock” were issued to the
Series B Holder in relation to the SEPA, as referenced in footnote 9 to the Selling
Holders table on page 9, and the exemption from registration for the transaction.
Plan of Distribution, page 11
10.We note your response to prior comment 10 states that the “shares issued to Univest
Securities and Brad Richmond were not issued as underwriting compensation. The
issuance of such shares is intended to settle obligations for other transactions that have
closed in excess of a year ago.” In addition, in third paragraph on page 11, you state
that “Univest and Mr. Richmond received shares offered under this prospectus as
compensation [sic] investment banking services provided to the Company. As such
(emphasis added), Univest and Mr. Richmond are deemed an ‘underwriter’ under the
Securities Act.” Please revise your disclosure throughout to clearly state whether: (i)
the shares issued to Univest and Mr. Richmond were issued as compensation for
underwriting/investment banking services; and (ii) Univest and Mr. Richmond are
underwriters. With a view towards revised disclosure, please also tell us in reasonable
detail the nature of the company’s payment obligations to Univest and/or Mr.
Richmond for which the issuance of such shares is intended to settle. In this regard,
please advise whether such share issuance is intended to settle payment obligations for
previous underwriting or investment banking services provided by Univest and/or Mr.
Richmond to the company. Please also revise to clarify whether Mr. Richmond is a
registered broker-dealer or an affiliate of a broker dealer.
Exhibits
11.We refer to your filing fee table filed as Exhibit 107 to your registration statement.
Please address the following points in your next amendment or response letter, as
applicable:
•We note that in this amendment, the aggregate amount of common shares being
offered does not reconcile with the amount reflected in your fee table. Please
reconcile these amounts, including in any subsequent amendments to your filing
going forward.
•We note your reference that the registration fee was calculated pursuant to Rule
457(b). If you are relying on Rule 457(b) under the Securities Act to offset some
or all of the filing fee due on this registration statement, please include a table
disclosing any fee offset claims and sources, or advise. See Instruction 3.B to the
“Calculation of Filing Fee Tables” on Form S-1.

December 5, 2024
Page 5
            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

CORRESP
1
filename1.htm

J.P.
Galda & Co.

Attorneys-at-Law

40
Montgomery Avenue, LTW 220

Ardmore,
Pennsylvania 19003

Telephone
(215) 815-1534

  November 12, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
DC 20549

    Attention:

    Jessica
    Livingston, Staff Attorney

    David
    Lin, Staff Attorney

Re:
Soluna Holdings, Inc.

Registration
Statement on Form S-1 Filed October 9, 2024

File
No. 333-282559

Ms.
Livingston and Mr. Lin:

Today
Soluna Holdings, Inc. (the “Company”) has filed Amendment No. 1 to its Registration Statement on Form S-1 to respond to the
staff’s letter of comments dated November 1, 2024 (the “Comment Letter”). This letter provides the Company’s
responses to the Comment Letter.

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.

  Response: For the reasons discussed
  below, we respectfully submit that the offering contemplated by the Registration Statement is a valid secondary offering by or on behalf
  of the selling stockholders that may be registered for sale on a continuous basis pursuant to Rule 415(a)(1)(i) under the Securities
  Act. The Company acknowledges the large number of shares of common stock registered; however, the Company does not believe that the
  number of shares being registered alone warrants re-characterizing a valid secondary offering as a primary offering. Pursuant to C&DI;
  612.09, the number of shares being offered is only one of several factors to be considered in evaluating whether, under all the circumstances,
  a purported secondary offering is instead an indirect primary offering.

In
considering the number of shares outstanding, we call to your attention that there are a large number of shares of common stock which
are very likely to enter the public float in the near term. The convertible notes currently outstanding are convertible into approximately
520,456 shares. These notes are subject to redemption on four days’ notice pursuant to the Master Consent Agreement. So long as
the market price at the date of notice is above ____ (the conversion price) we expect that these conversions will take place. In
addition there are 1,049,295 warrants currently exercisable at $0.01 per share which are expected to be exercised in connection with
the prepayment of the convertible notes as the holders exit their positions in the Company. An additional 200,000 penny warrants are
held by the Series B Holder - 60,000 of which are exercisable currently and an additional 140,000 will become exercisable
following stockholder approval at the meeting to be held on November 15, 2025.

The
number of shares is not the sole factor to be considered. We note that the staff has also considered the following mitigating circumstances:

 a. The
                                            circumstances under which the Investor is receiving the shares (i.e., a committed private
                                            placement);

 b. The
                                            Investor’s relationship to the Company (i.e., an arms’-length, commercial counterparty
                                            purchasing shares pursuant to a sophisticated legal agreement that was negotiated by qualified,
                                            independent legal counsel and reviewed by the Company’s auditor); and

 c. How
                                            long the Investor will have held the shares (e.g., unlike an at-the-market offering, this
                                            is a committed offering that is not dependent on the Investor selling the shares into the
                                            market at the same time as it purchases them, and it has represented that it does not currently
                                            have any plan of distribution in place with the Company or any other third party).

The
number of shares being registered was not based upon an expectation that all such shares would be issued and represented a commercial
term in the SEPA. In light of the Company’s current expectation of its usage of the SEPA, we have reduced the number of shares
registered to 10,000,000.

2. 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.

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.

  Response:
  The requested revisions have been made.

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.

  Response: The
  requested revisions have been made. We have noted that any permitted transferees will be identified in a prospectus supplement.

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.

  Response: The shares
  “to be issued” are a variable consent fee and are issued as the SEPA is drawn upon. The Series B Holder makes no investment
  decision with respect to this, and is automatic as the SEPA is drawn upon.

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.

  Response: The
  requested disclosure has been included within the amended prospectus.

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.

  Response: The requested
  revisions have been made.

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.

  Response: The
  requested revisions have been made. Note that the number of shares to be registered under the SEPA has been reduced to 10,000,000.

8. 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 relationship which any
                                            Selling Holder has had within the past three years with you or any of your predecessors or
                                            affiliates.

  Response: We
  have removed the reference to the exception as there is none.

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.

  Response: The
  requested agreements have been filed with the amended prospectus. Please note that the price per share paid is irrelevant as the agreement
  was meant to end the relationships between the Company and each respective Selling Holder.

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.

  Response: The requested
  revisions have been made. Note that the shares issued to Univest Securities and Brad Richmond were not issued as underwriting compensation.
  The issuance of such shares is intended to settle obligations for other transactions that have closed in excess of a year ago.

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.

  Response: The
  requested revisions have been made.

12. Please
                                            revise your next amendment to fill in the extensive blanks and incomplete information in
                                            the Selling Holders table and related footnotes.

  Response: The
  Selling Holders table and related footnotes have been updated.

  Very truly yours,

  J.P. Galda & Co.

  By:

  Joseph P. Galda

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
Page 3
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
Page 4
            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

CORRESP
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SOLUNA
HOLDINGS, INC.

325
Washington Avenue Extension

Albany,
New York 12205

February
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

ATTN:
Alexandra Barone

  Re:
  Soluna Holdings, Inc.

  Registration Statement on Form S-3

  File Number 333-262594

  Request for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Soluna Holdings, Inc. (the “Registrant”) hereby requests acceleration
of the registration statement on Form S-3 (File No. 333-262594) to February 15, 2022, or as soon as practicable thereafter.

In
connection with this request, the Registrant acknowledges that:

 • should
                                            the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                            pursuant to delegated authority, declare the filing effective, it does not foreclose the
                                            Commission from taking any action with respect to the filing;

 • the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the Registrant from its full responsibility for the
                                            adequacy and accuracy of the disclosure in the filing; and

 • the
                                            Registrant may not assert this action as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

Please
contact our legal counsel, Penny Somer-Greif, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (410) 862-1141, if you have
any questions concerning this request.

  Very
truly yours,

  Soluna
Holdings, Inc.

  By:
  /s/
Michael Toporek

  Name:
  Michael
Toporek

  Title:
  Chief
Executive Officer

CORRESP
1
filename1.htm

SOLUNA
HOLDINGS, INC.

325
Washington Avenue Extension

Albany,
New York 12205

February
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

ATTN:
Alexandra Barone

  Re:
  Soluna Holdings, Inc.

  Registration Statement on Form S-3

  File Number 333-262594

  Request for Acceleration of Effectiveness

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Soluna Holdings, Inc. (the “Registrant”) hereby requests acceleration
of the registration statement on Form S-3 (File No. 333-262594) to 4:00 p.m., Eastern Time, on February 14, 2022, or as soon as practicable
thereafter.

In
connection with this request, the Registrant acknowledges that:

 • should
                                            the Securities and Exchange Commission (the “Commission”) or the staff, acting
                                            pursuant to delegated authority, declare the filing effective, it does not foreclose the
                                            Commission from taking any action with respect to the filing;

 • the
                                            action of the Commission or the staff, acting pursuant to delegated authority, in declaring
                                            the filing effective, does not relieve the Registrant from its full responsibility for the
                                            adequacy and accuracy of the disclosure in the filing; and

 • the
                                            Registrant may not assert this action as a defense in any proceeding initiated by the Commission
                                            or any person under the federal securities laws of the United States.

Please
contact our legal counsel, Penny Somer-Greif, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (410) 862-1141, if you have
any questions concerning this request.

  Very truly yours,

  Soluna Holdings, Inc.

  By:
  /s/ Michael Toporek

  Name:
  Michael Toporek

  Title:
  Chief Executive Officer

CORRESP
1
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SOLUNA
HOLDINGS, INC.

325
Washington Avenue Extension

Albany,
New York 12205

February
11, 2022

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F. Street, N.E.

Washington,
D.C. 20549

ATTN:
Alexandra Barone

  Re:
  Soluna Holdings, Inc.

  Registration Statement on Form S-3

  File Number 333-262594

  Withdrawal of Acceleration Request

Ladies
and Gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on February 11, 2022, in which we requested acceleration of the effective date
of the above-referenced Registration Statement for Tuesday, February 15, 2022. Soluna Holdings, Inc. is no longer requesting that such
Registration Statement be declared effective at the previously-requested date and we hereby formally withdraw such request for acceleration
of the effective date.

  Very
truly yours,

  Soluna
Holdings, Inc.

  By:
  /s/
Michael Toporek

  Name:
  Michael
Toporek

  Title:
  Chief
Executive Officer

United States securities and exchange commission logo
February 10, 2022
Michael Toporek
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205
Re:Soluna Holdings, Inc.
Registration Statement on Form S-3
Filed February 9, 2022
File No. 333-262594
Dear Mr. Toporek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  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.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Penny Somer-Greif, Esq.

CORRESP
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Soluna
Holdings, Inc.

325
Washington Avenue Extension

Albany,
NY 12205

December
14, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington
D.C. 20549

    RE:
    Soluna Holdings, Inc.

    File No. 333-261427

    Registration Statement on Form S-3

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the “Act”), Soluna Holdings,
Inc. (the “Registrant”) hereby requests that the United States Securities and Exchange Commission (the “Commission”)
take appropriate action to accelerate the effective date of the above-referenced registration statement (the “Registration Statement”)
so as to become effective on Thursday, December 16, 2021, at 5:00 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed sale and resale of the securities specified in the Registration Statement by the Company and
the selling stockholders from time to time as set forth therein.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060, or in his absence, Angela Gomes at (617) 338-2957. We also respectfully request that a copy of the written
order from the Commission verifying the effective date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

Sincerely,

    Soluna Holdings, Inc.

    By:
    /s/
    Michael Toporek

    Michael Toporek

    Chief Executive Officer

    cc:
    Jessica Thomas, Soluna Holdings, Inc.

    David E. Danovitch, Sullivan & Worcester LLP

    Angela Gomes, Sullivan & Worcester LLP

United States securities and exchange commission logo
December 6, 2021
Jessica Thomas
Chief Financial Officer
Soluna Holdings, Inc
325 Washington Avenue Extension
Albany, NY 12206
Re:Soluna Holdings, Inc
Registration Statement on Form S-3
Filed November 30, 2021
File No. 333-261427
Dear Ms. Thomas:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Priscilla Dao, Staff Attorney, at (202) 551-5997 or Jan Woo, Legal Branch
Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Angela Gomes

United States securities and exchange commission logo
October 7, 2021
Jessica L. Thomas
Chief Financial Officer and Secretary
MECHANICAL TECHNOLOGY INC
325 Washington Avenue Extension
Albany, New York 12205
Re:MECHANICAL TECHNOLOGY INC
Preliminary Proxy Statement on Schedule 14A
Filed August 30, 2021
File No. 001-40261
Dear Ms. Thomas:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

CORRESP
1
filename1.htm

Jessica L. Thomas, CFO

325 Washington Ave Ext,

Albany, NY 12205

+1-800-342-2203

+1-518-218-2511

jthomas@mtiinstruments.com

September 24, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

    Re:
    Mechanical Technology, Incorporated (the “Company”)

    Response to Securities and Exchange Commission (“SEC”) Comment Letter

    Dated September 10, 2021

    Preliminary Proxy Statement on Schedule 14A

    Filed August 30, 2021

    File No. 001-40261

Ladies and Gentlemen:

The Company has today filed its revised preliminary proxy statement
on Schedule 14A. This letter is in response to the comments set forth in your letter to the Company dated September 10, 2021. For
your convenience, the comments set forth in your letter are set forth below, followed by the Company’s responses.

The Termination Consideration and the Merger Consideration,
page 54

 1. Regarding the acquisition of SCI, please respond to the following comments:

 · We reference the disclosure that SCI does not constitute the acquisition of a “business” yet you state that
SCI’s assets and liabilities will be recorded at fair values with any excess recorded as goodwill. Revise to clearly describe
your accounting for the acquisition under ASC 805, including how you concluded that it is an asset acquisition or business acquisition.

Based on further analysis and review of the applicable
accounting guidance, the Company has determined that the acquisition will be treated as an asset acquisition under ASC 805. Please
see pages  47 and 54-55 of the revised proxy statement for a description of how the Company made this determination and how it will
account for the acquisition.

325 Washington Avenue Extension | T:518.218.2550 F:518.218.2506
| www.mtiinstruments.com

 · If it is determined that this is a business acquisition, please explain how you considered the requirements in the Instructions
to Item 14 of Schedule 14A, including Rule 3-05 and Article 11 of Regulation S-X for historical financial statements of SCI and
pro forma financial information for the acquisition.

As discussed above, the Company has determined that
the Merger does not constitute a business acquisition for purposes of SEC rules and regulations, including Rule 3-05 and Article
11 of Regulation S-X. We note that, consistent with such determination, page 54 of the Proxy Statement provides that “therefore
historical and pro forma financial statements with respect to HEL or SCI and the Merger have not been included in this Proxy Statement.”

 · If you determined that this is the acquisition of assets please clearly disclose the specific assets acquired, how these
were valued and why you would have goodwill in the acquisition of assets.

The Company has revised the proxy statement in accordance
with the Staff’s comment. Please see pages 47 and 54 of the revised proxy statement. As the Company has determined that the
Merger will constitute an asset acquisition, it will not record goodwill in its accounting for the Merger.

 · Explain how you are accounting for Termination Consideration paid to HEL.

The Company has revised the proxy statement in accordance
with the Staff’s comment. Please see page 54 of the revised proxy statement.

 2. We reference the disclosure that the Merger Consideration is contingent upon HEL delivering certain pipeline business opportunities
following the Merger. Clarify how you calculated the fair value of the contingent consideration:

The Company has revised the proxy statement in accordance
with the Staff’s comment. Please see pages 54-55 of the revised proxy statement.

*         *         *         *         *

We believe that the above is responsive to your comments. If
we can be of assistance in facilitating the staff’s review, please contact the undersigned at (518) 218-2511 or jthomas@mtiinstruments.com.

    Sincerely,

    Jessica L. Thomas

    CFO

United States securities and exchange commission logo
September 10, 2021
Jessica L. Thomas
Chief Financial Officer and Secretary
MECHANICAL TECHNOLOGY INC
325 Washington Avenue Extension
Albany, New York 12205
Re:MECHANICAL TECHNOLOGY INC
Preliminary Proxy Statement on Schedule 14A
Filed August 30, 2021
File No. 001-40261
Dear Ms. Thomas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A, Filed August 30, 2021
The Termination Consideration and the Merger Consideration, page 54
1.Regarding the acquisition of SCI, please respond to the following comments:

•We reference the disclosure that SCI does not constitute the acquisition of a
“business” yet you state that SCI’s assets and liabilities will be recorded at fair values
with any excess recorded as goodwill.  Revise to clearly describe your accounting for
the acquisition under ASC 805, including how you concluded that it is an asset
acquisition or business acquisition;
•If it is determined that this is a business acquisition, please explain how you
considered the requirements in the Instructions to Item 14 of Schedule 14A, including
Rule 3-05 and Article 11 of Regulation S-X for historical financial statements of SCI
and pro forma financial information for the acquisition;
•If you determined that this is the acquisition of assets please clearly disclose the

 FirstName LastNameJessica L. Thomas
 Comapany NameMECHANICAL TECHNOLOGY INC
 September 10, 2021 Page 2
 FirstName LastName
Jessica L. Thomas
MECHANICAL TECHNOLOGY INC
September 10, 2021
Page 2
specific assets acquired, how these were valued and why you would have goodwill in
the acquisition of assets; and
•Explain how you are accounting for Termination Consideration paid to HEL.
2.We reference the disclosure that the Merger Consideration is contingent upon HEL
delivering certain pipeline business opportunities following the Merger.   Clarify how you
calculated the fair value of the contingent consideration.
            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.
            You may contact Kristin Lochhead at 202-551-3664 or Brian Cascio at 202-551-3676 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Margaret Schwartz at 202-551-7153 or Celeste Murphy at 202-551-3257 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

CORRESP
1
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VIA
EDGAR

August
16, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 2054

    Re:
    Mechanical
    Technology, Incorporated

    File
        No. 333-257300

    Registration
    Statement on Form S-1/A

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Univest Securities, LLC, acting as representative of the underwriters, hereby joins Mechanical Technology, Incorporated in requesting
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective on August 18, 2021,
at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 13,
2021, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

Very
truly yours,

Univest
Securities, LLC

By:
/s/ Edric Yi Guo

Name:
Edric Yi Guo

Title:
Head of Investment Banking

CORRESP
1
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MECHANICAL
TECHNOLOGY, INCORPORATED

325
Washington Avenue Extension

Albany,
NY 12205

August
16, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Mechanical Technology, Incorporated

    File No. 333-257300

    Registration Statement on Form S-1/A

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Mechanical Technology, Incorporated (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on August 18, 2021, at 4:15 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at (212) 660-3060. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

    Very truly
    yours,

    Mechanical
    Technology, Incorporated

    By:
    /s/
    Jessica L. Thomas

    Jessica L. Thomas

    Chief Financial Officer

United States securities and exchange commission logo
June 29, 2021
Michael Toporek Toporek
Chief Executive Officer
Mechanical Technology Inc
325 Washington Avenue Extension
Albany, NY 12206
Re:Mechanical Technology Inc
Registration Statement on Form S-1
Filed June 22, 2021
File No. 333-257300
Dear Mr. Toporek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Tom Kluck at 202-551-3233 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David E. Danovitch

CORRESP
1
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VIA
EDGAR

April
22, 2021

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, NE

Washington,
D.C. 20549

Attn:
Mr. Jeffrey Gabor

    Re:
    Mechanical
    Technology, Incorporated

    Registration
        Statement on Form S-1, as amended

    File
    No. 333-254064

Dear
Mr. Gabor:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Univest Securities, LLC, acting as representative of the underwriters, hereby joins Mechanical Technology, Incorporated in requesting
acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at 4:30 pm, Eastern
Time, on Monday April 26, 2021, or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated April 12,
2021, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

Very
truly yours,

Univest
Securities, LLC

By:
/s/ Edric Yi Guo

Name:
Edric Yi Guo

Title:
Head of Investment Banking

CORRESP
1
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MECHANICAL
TECHNOLOGY, INCORPORATED

325
Washington Avenue Extension

Albany,
NY 12205

April
22, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

100
F St., NE

Washington,
D.C. 20549

    RE:
    Mechanical Technology, Incorporated

    File No. 333-254064

    Registration Statement on Form S-1

Ladies
and Gentlemen:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Mechanical Technology, Incorporated (the “Registrant”)
hereby requests that the United States Securities and Exchange Commission (the “Commission”) take appropriate action to accelerate
the effective date of the above-referenced registration statement (the “Registration Statement”) so as to become effective
on April 26, 2021, at 4:30 p.m. Eastern Time, or as soon thereafter as practicable.

The
Registrant understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Registrant is aware of its responsibilities under the Act and the Securities Exchange Act of 1934,
as amended, as they relate to the proposed public offering of the securities specified in the Registration Statement.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, Sullivan & Worcester LLP, by calling David
Danovitch at 212-660-3060. We also respectfully request that a copy of the written order from the Commission verifying the effective
date and time of the Registration Statement be sent to Mr. Danovitch via email at ddanovitch@sullivanlaw.com.

    Very truly yours,

    Mechanical Technology,
    Incorporated

    By:
    /s/ Michael
    Toporek

    Michael Toporek

    Chief Executive Officer

United States securities and exchange commission logo
March 17, 2021
Michael Toporek
Chief Executive Officer
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12206
Re:Mechanical Technology, Incorporated
Registration Statement on Form S-1
Filed March 10, 2021
File No. 333-254064
Dear Mr. Toporek:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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.
            Please contact Jeffrey Gabor at 202-551-2544 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       David E. Danovitch, Esq.

United States securities and exchange commission logo
January 6, 2021
Jessica L. Thomas
Chief Financial Officer
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12205
Re:Mechanical Technology, Incorporated
Registration Statement on Form 10
Filed September 30, 2020
File No. 000-06890
Dear Ms. Thomas:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

CORRESP
1
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   Prepared by EDGARX.com

Jessica L. Thomas, CFO

325
Washington Ave Ext,

Albany, NY 12205

+1-800-342-2203

+1-518-218-2511

jthomas@mtiinstruments.com

December 22, 2020

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

Re: Mechanical Technology, Incorporated

      Response to SEC
Comment Letter

      Dated December 8, 2020

      Amendment No. 1 to Registration Statement on Form 10

      Filed November 25, 2020

      File No. 000-06890

Ladies and Gentlemen:

This letter is in response to your comments in letter dated December 8, 2020. For your convenience, the comments set forth in your letter are
set forth below, followed by the Company’s responses.

Financial Statements for the Three and Nine Months Ended September 30, 2020

Note 1. Nature of Operations, page F-6

1.  	Please refer to our prior comment 3. Based upon your net income for the year ended December 31, 2019, it appears that your acquisition of Giga Watt is significant to your financial statements. Please respond to the following:

i.   Revise to clearly describe your accounting for the acquisition under ASC 805, including whether it is an asset acquisition or business acquisition. Additionally, it remains unclear why an acquisition that you indicate will provide the cornerstone of your new cryptocurrency mining operation is comprised only of leasehold improvements.
Please adequately explain.

a.   As described in the Registration Statement, EcoChain, Inc. acquired certain assets of Giga Watt, Inc. (“Giga Watt”) from Giga Watt’s Chapter 11 Trustee in Giga Watt’s bankruptcy case in the United States
Bankruptcy Court Eastern District of Washington. As EcoChain did not obtain control of Giga Watt or its cryptocurrency mining business, this transaction was not a
business combination as defined in ASC 805 but rather solely an acquisition of assets. EcoChain did not continue GigaWatt’s prior business or integrate such prior business with its own business, but rather used the assets so purchased to start its own,
new cryptocurrency mining business. In particular, the fair value of the Giga Watt assets EcoChain acquired was allocated to the leasehold improvements that allowed EcoChain to establish the base of its cryptocurrency

325 Washington Avenue Extension | T:518.218.2550 F:518.218.2506 | www.mtiinstruments.com

infrastructure and quickly begin its own cryptocurrency mining operations. Among other things, EcoChain did not acquire any of Giga
Watt’s liabilities, purchase any of its accounts receivable, or allocate any of the purchase price of such assets to goodwill or to Giga Watt’s
intellectual property assets (the latter of which was acquired solely as a defensive measure, as discussed further in paragraph (iv) below). As a result, pursuant to ASC 805-10-55-5A, the assets that EcoChain acquired from Giga Watt is not
considered a “business” as “substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group
of similar identifiable assets.” Therefore, this transaction did not constitute a “business combination” as defined in ASC 805-10-20.

In our next (post-effective) amendment to the Registration Statement, we intend to add the following new second sentence of the third paragraph of page F-6: “EcoChain purchased these assets from Giga Watt’s Chapter 11 Trustee in its bankruptcy case in the United States Bankruptcy Court Eastern
District of Washington. Company management did not consider the assets EcoChain purchased from Giga Watt to constitute a “business” as substantially all of
the fair value of the gross assets acquired is concentrated in a group of similar identifiable assets. Therefore, management did not consider the acquisition of such assets to be a “business combination” as defined under ASC 805.

b.  With respect to your comment regarding the assets acquired from Giga Watt forming the cornerstone of the Company’s new cryptocurrency mining operation but being comprised solely of leasehold improvements, we note that, in
addition to the acquisition of the leasehold improvements, EcoChain also entered into three separate lease assignment agreements that provided EcoChain the necessary space to establish its own cryptocurrency mining operation. The leasehold improvements, along with the lease agreements themselves, are what management considered to form the “cornerstone” of
its new operations as it allowed EcoChain to set up the baseline infrastructure to establish its own cryptocurrency mining operation
quickly and efficiently.

ii.  We also noted your disclosure on page F-8 that you are assuming certain contractual obligations of Giga Watt related to existing leases and utility power supply as part of the
acquisition. Please tell us how you have recorded these obligations as part of your purchase accounting.

a.  The Company recorded a right of use asset and the related liability with respect to the existing leases as required by ASC 842.

b.  We did not record the utility power supply as an obligation because the relevant agreement provides the Company the right to cancel the agreement and hence the power supply company’s provision of utility services at any
time, with no prior notice, no penalties, and without any further obligation upon providing notice of termination. As there was and is no commitment on the Company’s part with respect to the utility power supply, we do not consider this an
obligation and did not record it as such.

iii. Explain how you recorded the intellectual property and other property acquired as part of your purchase accounting.

a.  As discussed above, we did not consider EcoChain’s purchase of the Giga Watt assets a business combination as defined in ASC 805, and the entire purchase price was allocated to the leasehold improvements. We determined
there was no value deemed pertaining to the intellectual property of Giga Watt. While EcoChain did purchase certain intellectual property of Giga Watt pursuant to the “Intellectual Property Assignment Agreement” filed as exhibit 10.35 to the Registration
Statement, this was done solely for completeness and out of defense for the brand. Management further determined that the Giga Watt, Inc. brand was impaired due to the bankruptcy process and thus the acquired intellectual property was held and was
assigned no value. For the “other property” acquired through this purchase of assets, see our response in Section (ii) above.

iv. Lastly, tell us how you concluded you did not need to provide audited financial statements of the acquiree under Rule 8-04 of Regulation S-X. In doing so, provide us with the results of your significance tests. If significant,
please note that it would also be necessary to provide pro forma information pursuant to Rule 8-05 of Regulation S-X.

a.  Rule 8-04 of Regulation S-X governs the financial statements of businesses acquired or to be acquired that must be provided in
Securities and Exchange Commission filings. As discussed above, we did not deem EcoChain’s acquisition of the Giga Watt assets to be an acquisition of a business and, therefore, do not consider such acquisition to be a business combination as defined in ASC 805.
Therefore, we do not believe that Rule 8-04 of Regulation S-X is applicable to the Giga Watt transaction.

*      *      *      *      *

We believe that the registration statement is responsive to your comments. If we can be of assistance in facilitating the staff’s review,
please contact the undersigned at (518) 218-2511 or jthomas@mtiinstruments.com.

   Sincerely,

		/s/ Jessica L. Thomas

   Jessica L. Thomas

   CFO

United States securities and exchange commission logo
December 8, 2020
Jessica L. Thomas
Chief Financial Officer
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12205
Re:Mechanical Technology, Incorporated
Amendment No. 1 to Registration Statement on Form 10
Filed November 25, 2020
File No. 000-06890
Dear Ms. Thomas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Amendment to Form 10-12G filed November 25, 2020
Financial Statements for the Three and Nine Month Periods Ended September 30, 2020
Note 1. Nature of Operations, page F-6
1.Please refer to our prior comment 3. Based upon your net income for the year ended
December 31, 2019, it appears that your acquisition of Giga Watt is significant to your
financial statements.  Please respond to the following:
•Revise to clearly describe your accounting for the acquisition under ASC 805,
including whether it is an asset acquisition or business acquisition. Additionally, it
remains unclear why an acquisition that you indicate will provide the cornerstone of
your new cryptocurrency mining operation is comprised only of leasehold
improvements. Please adequately explain.
•We also noted your disclosure on page F-8 that you are assuming certain contractual
obligations of Giga Watt related to existing leases and utility power supply as part of

 FirstName LastNameJessica L. Thomas
 Comapany NameMechanical Technology, Incorporated
 December 8, 2020 Page 2
 FirstName LastName
Jessica L. Thomas
Mechanical Technology, Incorporated
December 8, 2020
Page 2
the acquisition. Please tell us how you have recorded these obligations as part of your
purchase accounting.
•Explain how you recorded the intellectual property and other property acquired as
part of your purchase accounting.
•Lastly, tell us how you concluded you did not need to provide audited financial
statements of the acquiree under Rule 8-04 of Regulation S-X. In doing so, provide
us with the results of your significance tests. If significant, please note that it would
also be necessary to provide pro forma information pursuant to Rule 8-05 of
Regulation S-X.
            You may contact Julie Sherman at 202-551-3640 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters. Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

United States securities and exchange commission logo
November 18, 2020
Jessica L. Thomas
Chief Financial Officer
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12205
Re:Mechanical Technology, Incorporated
Registration Statement on Form 10
Filed September 30, 2020
File No. 000-06890
Dear Ms. Thomas:
            We issued comments to you on the above captioned filing on October 27, 2020.  As of
the date of this letter, these comments remain outstanding and unresolved.  We expect you to
provide a complete, substantive response to these comments, or withdraw the filing, prior to
November 29, 2020 when this registration statement would become effective by operation of
law.
            If you do not respond, we will, consistent with our obligations under the federal securities
laws, decide how we will seek to resolve material outstanding comments and complete our
review of your filing and your disclosure.  Among other things, we may decide to release
publicly, through the agency's EDGAR system, all correspondence, including this letter, relating
to the review of your filings, consistent with the staff's decision to publicly release comment and
response letters relating to disclosure filings it has reviewed.
            Please contact Jeffrey Gabor at (202) 551-2544 or Joseph McCann, Legal Branch Chief,
at (202) 551-6262 with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

United States securities and exchange commission logo
October 27, 2020
Jessica L. Thomas
Chief Financial Officer
Mechanical Technology, Incorporated
325 Washington Avenue Extension
Albany, NY 12205
Re:Mechanical Technology, Incorporated
Registration Statement on Form 10
Filed September 30, 2020
File No. 000-06890
Dear Ms. Thomas:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to these
comments, we may have additional comments.
Form 10-12G filed September 30, 2020
Financial Statements for the Three and Six Months Ended June 30, 2020
Condensed Consolidated Statements of Operations (Unaudited), page F-3
1.We see that in the three months ended June 30, 2020 you recognized $50,000 of
cryptocurrency revenue with no related cost of sales. Please describe your basis under
ASC 606 for recognizing revenue from the cryptocurrency transactions and tell us how
you are accounting for and reporting the related costs of realizing this revenue.
Condensed Consolidated Statements of Changes in Equity, page F-4
2.Please revise to provide year-to-date periods with subtotals for the comparative prior
interim period, i.e. a reconciliation covering each period for which an income statement is
presented. Refer to Rule 8-03(a)(5) of Regulation S-X.

 FirstName LastNameJessica L. Thomas
 Comapany NameMechanical Technology, Incorporated
 October 27, 2020 Page 2
 FirstName LastName
Jessica L. Thomas
Mechanical Technology, Incorporated
October 27, 2020
Page 2
Note 1. Nature of Operations, page F-6
3.We see from your disclosure that on May 21, 2020 EcoChain closed its acquisition of the
intellectual property of Giga Watt, Inc. and certain other property and rights of GigaWatt
associated with GigaWatt's operation of a crypto-mining operation located in Washington
State and those acquired assets will form the cornerstone of your new cryptocurrency
mining operation. Please revise to disclose the total purchase price and clearly describe
your accounting for the acquisition under ASC 805.
Note 9. Related Party Transactions
Soluna Transactions, page F-11
4.We note that the Operating and Management Agreement requires, among other things,
that Soluna provide developmental and operational services, as directed by EcoChain,
with respect to the cryptocurrency mining facility in exchange for EcoChain's payment to
Soluna of a one-time management fee of $65,000 and profit-based success payments in
the event EcoChain achieves explicit profitability thresholds. Please revise your disclosure
to provide the terms and amounts of these profit based success payments.
Financial Statements for the Years Ended December 31, 2019 and 2018
Independent Auditors Report, page F-16
5.We note that the opinion from Wojeski & Company CPAs, P.C. references auditing
standards generally accepted in the United States of America and does not conform to the
format required by PCAOB AS 3101. Please amend the filing to include financial
statements that are audited in accordance with the standards of the Public Company
Accounting Oversight Board and a report of your independent auditors that full complies
with the guidance in PCAOB AS 3101.06 through .10 and Article 2 of Regulation S-X.
This includes the title, “Report of Independent Registered Public Accounting Firm”, the
opinion included as part of the first section of the report, appropriate references to being
registered with the PCAOB and its standards and a statement containing the year they
began serving consecutively as auditor. Refer to PCAOB Release No. 2017-001.
Note 2. Accounting Policies
Revenue Recognition, Accounts Receivable and Allowance for Doubtful Accounts, page F-23
6.Please expand your accounting policy to address how you determine the transaction price
for your major contract types, including your assessment of variable consideration and the
application of constraint. Explain more fully the nature of the products and services
transferred, and provide us your analysis supporting your conclusion that your product and
services revenues can be combined. Tell us why disaggregated disclosure by nature of
activity, region, product type or other relevant category is not required under ASC 606-10-
50-5 and 55-89 through 55-91.

 FirstName LastNameJessica L. Thomas
 Comapany NameMechanical Technology, Incorporated
 October 27, 2020 Page 3
 FirstName LastName
Jessica L. Thomas
Mechanical Technology, Incorporated
October 27, 2020
Page 3
Accounting Updates Not Yet Effective, page F-26
7.Please revise to disclose the expected effect of the adoption of ASU 2018-18,
Collaborative Arrangements on your financial statements, or tell us why such disclosure is
not required.
Note 11. Stock Based Compensation, page F-32
8.Please revise to remove the impact of stock-based compensation expense on basic and
diluted EPS as it represents a non-GAAP measure that is prohibited from the footnotes to
your financial statements under Item 10(e)(1)(ii)(C) of Regulation S-K.
General
9.Please be advised that your registration statement will become effective
automatically sixty days after filing, pursuant to Section 12(g)(1) of the Securities
Exchange Act of 1934.  Upon effectiveness, you will become subject to the reporting
requirements of the Securities Exchange Act of 1934, even if we have not cleared your
comments.  If you do not wish to incur those obligations until all of the following issues
are resolved, you may wish to consider withdrawing your registration statement and
submitting a new registration statement when you are in a position to revise your
document.
            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.
            You may contact Julie Sherman at 202-551-3640 or Kevin Kuhar at 202-551-3662 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Jeffrey Gabor at 202-551-2544 or Joe McCann at 202-551-6262 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:       Penny Somer-Greif, Esq.

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    O   L   S   H   A   N

1325 AVENUE OF THE AMERICAS ● NEW YORK, NEW YORK 10019

TELEPHONE: 212.451.2300 ● FACSIMILE: 212.451.2222

EMAIL:  RBERENBLAT@OLSHANLAW.COM

DIRECT DIAL:  212.451.2296

March 7, 2018

By Email AND
EDGAR

Christina Chalk

Senior Special Counsel

Office of Mergers & Acquisitions

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Mechanical Technology, Incorporated

PRE 14A filed January 17, 2018

File No. 0-06890

Schedule 13E-3 filed January 17, 2018

Filed by Brookstone Partners Acquisition XXIV LLC et al.

File No. 5-03199

Dear Ms. Chalk:

We serve as counsel to Mechanical Technology,
Incorporated and Brookstone Partners Acquisition XXIV LLC (the “Filing Parties”) in connection with the above referenced
Schedule 14A and Schedule 13E-3 (the “Filings”) filed with the Securities and Exchange Commission on January 17, 2018.
On behalf of the Filing Parties, the Filing Parties hereby withdraw the Filings.

    Very truly yours,

    /s/ Ron S. Berenblat

    Ron S. Berenblat

cc: Jeffrey Spindler, Esq.

    O L S H A N   F R O M E   W O L O S K Y   L L P
    WWW.OLSHANLAW.COM

February 15 , 2018

Via Email

Jeffrey S. Spindler
Olshan Frome Wolosky LLP
1325 Avenue of the Americas
New York, NY 10019

Re: Mechanical Technology , Inc.
PRE  14A filed January 17, 2018
File No. 0-06890

Schedule 13E -3 filed Janu ary 17, 2018
Filed  by Brookstone Partners Acquisition XXIV LLC  et al.
File No.   5-03199

Dear M r. Spindler :

We have limited our review of your proxy statement and Schedule 13E -3 to those issues
we have addressed in the  comments  below .  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to this letter within ten business days by amending your filing s, by
providing the requested information, or by advising us when you will provide the requested
response.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your re sponse.

After reviewing any amendment to your filing s and the information you provide in
response to these  comments, we may have  additional comments.

Schedule 14A  – General

1. We note that the amount the Company intends to pay for fractional shares is based on a
formula which will not be capable of being calculated until after the last trading day prior
to the Effective Date, which is a date after the shareholder vote to approve the Rule 13e -3
transaction.   Please advise why you believe a description  of the Cash C onsideration in
this manner is consistent with the requirements of Rule 13e -3(e) and Items 1, 4 and 8 of
Schedule 13E -3.  Refer to Items 1001, 1004 and 1014 of Regulation M -A, including
clauses (i) and (ii) to Instruction 2 to Item 1014.

Jeffrey S. Spindler, Esq.
Olshan Frome Wolosky LLP
February 15, 2018
Page 2

 2. In responding to the above  comment, please also address the disclosure on page 7
indicating that the Company’s common stock has historical ly had limited trading volume
and liquidity.

3. Clearly s tate in the letter to shareholders  and prominently at the forepa rt as well as  later
in the proxy statement  that shareholders voting on the Reverse Stock Split will not kn ow
at the time of the vote the Cash C onsideration to be paid for shares cashed out in the
Split .  Similarly, state that when the filing persons on the  Schedule 13E -3 assessed the
fairness of the going private Reverse Stock Split, they did so without knowing the Cash
Consideration amount.

Questions and Answers about the Reverse Stock Split and the Special Meeting – If the Reverse
Stock Split is approved  by the stockholders, can the Board determine not to proceed with the
Rever se Stock Split?, page 15

4. Here and elsewhere in the proxy statement where you discuss the possibility that the
Company may elect not to proceed with the Reverse Stock Split even if it is approved by
shareholders, discuss the factors that would cause you to abandon the Split.

Background of the Reverse Stock Split, page 20

5. Refer to the disclosure at the top of page 22 in the proxy statement.  Describe the “other
strategic initiatives” the Company considered to enhance stockholder value before
determining to proceed with the Reverse Stock Spli t.  See Item 1013(b) of Regulat ion
M-A. If these are the alternatives listed on page 27, reference the discussion there.

6. See our last comment.  In the last paragraph on page 22 of the proxy statement, describe
the “contemplated and attempted alternatives ” that were rejected in favor of this Reverse
Stock Split.   See Item 1013(b) of Regulation M -A.  If these are the alternatives listed  on
page 27, reference the disclosure there.

7. Expand to address the role of Brookstone, either in initiating or structuring this going
private transacti on.  Your disclosure should help explain how Brookstone took part in and
will benefit from this transaction in a manner other than strictly through its proportional
share ownership in the Company, such that it is deemed a filer on the Schedule 13E -3.

8. Specifically address the reasons for the timing of the going private transaction (from the
perspective of both the Company and Brookstone).

Fairness of the Reverse Stock Split – Substantive Fairness Discussion, page 23

9. Provide support for your statement tha t “the Company does not believe the current stock
price will materially appreciate or decrease at any time during the foreseeable future.”   In
this regard, we note that the Company’s share price has fluctuated between $.66 - $1.59
over the last twelve mont hs.

Jeffrey S. Spindler, Esq.
Olshan Frome Wolosky LLP
February 15, 2018
Page 3

 10. See our comment above.  Clarify  here that in assessing the substantive fairness of the
Reverse Stock Split, the Board did not know the final Cash Consideration to be paid in
the Reverse Stock Split.

Procedural Fairness Discussion, page 24

11. In assess ing procedural fairness, address how the Board determined that it is procedurally
fair that shareholders are being asked to vote on the Reverse Stock Split without knowing
the amount of the Cash Consideration cashed out holders would receive in the Split.

Fairness Determination by Brookstone XXIV, page 28

12. In addition to addressing fairness, Brookstone (as a filer on the Schedule 13E -3) must
also explain what alternatives it considered, as well as the reasons for the timing of this
going private transacti on from its own perspective .  Please address here or in an
appropriate section of the proxy statement.

Incorporation by Reference, page 63

13. It does not appear that either Schedule 14A or Schedule 13E -3 allow you to “forward
incorporate by reference” to filings the Company may make in future.  Please revise the
language to the contrary on page 64.

14. Refer to Item 13(b)(2) of Schedule 14A.  Please confirm in the proxy statement that you
are delivering the documents incorporated by reference with this proxy statement
pursuant to this Item.

We remind you that the company and its management and other filing persons on the
Schedule 13E -3 are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

Please contact me at 202-551-3263  with any questions.

Sincerely,

 /s/ Christina Chalk

 Christina Chalk
Senior Special Counsel
Office of Mergers & Acquisitions

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[Mechanical Technology, Incorporated letterhead]

May 8, 2017

Securities and Exchange
Commission

100 F Street, N.E.

Washington, D.C.  20549

		Re:

Request
for Acceleration of Effectiveness

Mechanical
Technology, Incorporated

Registration Statement on Form S-1

File
No. 333-217351 (the “Registration Statement”)

Ladies
and Gentlemen:

In accordance with Rule 461 of
the General Rules and Regulations under the Securities Act of 1933, as amended
(the “Securities Act”), Mechanical Technology, Incorporated hereby requests
that the effectiveness for the above-captioned Registration Statement filed
under the Securities Act be accelerated to 12:00 p.m., Eastern Standard Time,
on May 10, 2017, or as soon thereafter as practicable.

Very truly yours,

MECHANICAL TECHNOLOGY, INCORPORATED

By:

		/s/ Frederick
W. Jones

Frederick W. Jones

Chief Executive Officer, Chief
Financial

Officer and Secretary

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[Baker, Donelson Letterhead]

May 5, 2017

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

ATTN:  Caleb French, Esq.

Re:       Mechanical
Technology, Incorporated

Registration Statement
on Form S-1

Originally Filed
April 18, 2017

File No. 333- 217351

Dear Mr. French:

On behalf of Mechanical
Technology, Incorporated (the “Company”), we have filed today Pre-Effective
Amendment No. 1 (the “Amendment”) to the Company’s Registration Statement on
Form S-1 referenced above (the “Registration Statement”).

We have revised the
incorporation of the Company’s proxy statement for its 2017 annual meeting of
stockholders in accordance with the staff’s comment.  Please see page 12 of the
Amendment.

Further, you asked for an
explanation as to the necessity to include the reference to Section 630 of the
New York Business Corporation Law with respect to the non-assessable portion of
the legal opinion filed as Exhibit 5.1 to the Registration Statement.  The
following explanation has been provided to us for inclusion herein by Couch
White, LLP, local counsel to the Company, who issued the legal opinion filed
with the Registration Statement:

Section 630(a) of the New York Business
Corporation Law provides that “[t]he ten largest shareholders” of every New
York corporation, “no shares of which are listed on a national securities
exchange or regularly quoted in an over-the-counter market by one or more
members of a national or an affiliated securities association,
shall jointly and severally be personally liable for all debts, wages or
salaries due and owing to any of [the corporation’s] laborers, servants or
employees other than contractors, for services performed by them for such
corporation.”  New York Business Corporation Law §630(b) provides that “wages
or salaries” means “all compensation and benefits payable by an employer to or
for the account of the employee for personal services rendered by such
employee.”

U.S.
Securities and Exchange Commission

May 5, 2017

Page 2
of 2

            In the legal opinion of Couch White, LLP filed
with the Registration Statement, Section 630 of the New York Business
Corporation Law is excepted from the Firm’s opinion with regard to the
non-assessability the Company’s common stock.  This is required in light of the
traditional view that “nonassessable” stock is stock that does not subject its
holder to an obligation to make further payment to or on behalf of the
corporation, whether pursuant to statute or charter.  In the instant situation,
in the event that the Company’s common stock was either deemed by New York
State to not be “regularly quoted” on the OTC Markets, where the stock is
currently quoted, or ceases entirely to be so quoted at a later date,
then-current holders of the shares covered by the Registration Statement  (the
“Shares”) may be one of the largest ten shareholders of the Company and
therefore viewed by New York as statutorily subject to and personally liable
for the Company’s obligations to its “laborers, servants or employees” pursuant
to Section 630 of the New York Business Corporation Law.  Couch White, LLP’s
legal opinion recognizes this possibility and properly excepts such contingent
shareholder liability for an obligation of the Company from the
“non-assessability” opinion with regard to the Shares.

*                      *                      *                      *                      *

If we can be of further assistance
in facilitating the staff’s review, please contact the undersigned at (410) 862-1141
or psomergreif@bakerdonelson.com.

Sincerely,

/s/
Penny Somer-Greif

Penny Somer-Greif

cc:        Lisa Brennan

            Frederick W.
Jones

            Mechanical Technology, Incorporated

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
October 15, 2007
 VIA U.S. MAIL AND FACSIMILE (518.533.2201)

 Ms. Cynthia A. Scheuer Chief Financial Officer Mechanical Technology Incorporated 431 New Karner Road Albany, New York 12205
 Re: Mechanical Technology Incorporated
  Form 10-K for the fiscal year ended December 31, 2006
File No. 000-06890

Dear Ms. Scheuer:
  We have completed our review of your Form  10-K and related filings and have no further
comments at this time.

         S i n c e r e l y ,                     M a r t i n  F .  J a m e s          Senior Assistant Chief Accountant

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October 12, 2007

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, D.C. 20549

Attn: Kate Tillan, Assistant Chief Accountant

            Re:

            Mechanical Technology Incorporated

            Form 10-K for the fiscal year ended December 31, 2006

            Filed March 16, 2007

            File No. 000-06890

Dear Ms. Tillan:

Mechanical Technology Incorporated, a New York corporation (the “Company” or “MTI”), hereby submits responses to the staff’s follow-up comment letter addressed to Cynthia A. Scheuer, Vice President, Chief Financial Officer and Secretary of the Company, dated October 4, 2007 (“Follow-up Comment Letter #1”).

The following are MTI’s responses to the comments in Follow-up Comment Letter #1:

Annual Report on Form 10-K for the Year Ended December 31, 2006

Consolidated Financial Statements, page F-1

Note 10. Shareholders’ Equity, page F-21

Plug Power Shares, page F-22

            1.

            Please refer to prior comment 1. Please tell us why you calculated the loss on derivative using the intrinsic value upon exercise compared to the fair value of the derivative liability as of March 31, 2005. Discuss why you did not subsequently reflect the liability at fair value after March 31, 2005.

The Company recorded the derivative liability at fair value after March 31, 2005 (as well as since its issuance date) and we believe that the fair value of the derivative liability upon its

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: Kate Tillan

October 12, 2007

Page 2

exercise date consisted only of its intrinsic value. The fair value of an option includes two components, its time value and its intrinsic value. When notification of exercise of the option was made, the holder of the option in essence forfeited the time value of the option, but retained the intrinsic value of the option. As a result, the derivative’s fair value just prior to settlement only consisted of intrinsic value.

            2.

            Further, explain why you calculated a gain of $9,635,000 on the sale of the shares to Fletcher based upon their fair value of $7.13 per share on the date of exercise given that you sold those shares at $0.7226 per share and not for fair value.

Upon exercise of the derivative by Fletcher, the Company was required to deliver 1,799,791 shares of Plug Power common stock. We reflected a gain on the sale of the security upon delivery to Fletcher at its fair value upon exercise of the derivative. We concur with the staff’s view that as a result of the derivative, effectively the Company realized a value of $0.7226 from the combination of the derivative and the fair value of the stock. However, we believe that this difference in value was already attributed to the value of the derivative, a separate freestanding derivative distinct from the underlying shares. We also considered whether or not the “delivery” of those shares upon exercise should affect its presentation in the income statement; specifically, whether the fact that the contract required physical delivery of the shares should alter that gain on sale upon their delivery to
extinguish the associated derivative liability. For example, if the contract allowed for cash settlement, the Company could have decided to sell shares of Plug Power and recognized a realized gain on those shares and utilized the cash to extinguish the liability.

As a result, we concluded that the form of settlement should not determine the accounting presentation, but rather the release of the unrealized gain on the security from accumulated other comprehensive income should be recognized as gain on sale, with appropriate disclosure. The Company valued the derivative immediately prior to exercise at its fair value (see response to Question 1 above) and then, once exercised, the remaining derivative liability required removal from the balance sheet. In order to accomplish this, an entry to the income statement was necessary related to the transaction triggering the derivative’s exercise – the sale of securities. As such, this entry was recorded as a gain on the sale of securities available for sale.

Effectively, the value of the derivative immediately prior to exercise was treated as a component of the calculation for the gain or loss on the sale of the Plug Power shares. The $9,635,000 gain on the sale of shares was developed as follows:

            Cash received from Fletcher for shares purchased

            $    1,300,529

            (dr)

            Value of derivative removed from balance sheet

            $  11,531,981

            (dr)

            Cost basis of shares sold

            $    3,197,865

            (cr)

            Calculated gain

            $    9,634,645

            (cr)

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: Kate Tillan

October 12, 2007

Page 3

3.         Please provide us with the journal entries you booked to reflect the exercise of the investment right.

The following journal entries were recorded by the Company to account for the derivative exercise. These entries were reviewed by the PwC national office, and PwC concurred with both the final accounting treatment and its related entries.

            a.

            Entry to true-up the fair value of the derivative immediately prior to its exercise using the intrinsic value method:

            Loss on derivative

            $  7,172,463

            (dr)

            Derivative liability

            $  7,172,463

            (cr)

            b.

            Entry to remove the derivative liability from the balance sheet due to its exercise. The Company’s obligation under the Investment Right was satisfied upon its exercise. In order to remove the derivative liability from the balance sheet, an entry to the income statement was recorded related to the transaction triggering the derivative’s exercise – the sale of securities. The entry further records the cash proceeds from the exercise of the Investment Right, removal of the cost basis from restricted securities available for sale, removal of fair market value adjustments related to the securities sold to Fletcher from both asset and equity accounts and the resulting net gain on the sale of securities available for sale:

            Cash

            $  1,300,529

            (dr)

            Restricted securities-cost basis

            $  3,197,865

            (cr)

            SCOSE- unrealized gain on securities available for sale

            $  9,634,645

            (dr)

            Restricted securities available for sale- FMV adjustment

            $  9,634,645

            (cr)

            Derivative liability

            $  11,531,981

            (dr)

            Realized gain on securities available for sale

            $  9,634,645

            (cr)

In connection with our responses to the staff’s comments, we acknowledge and understand that the Company and its management are responsible for the adequacy and accuracy of disclosure in the filing; that staff comments or changes to disclosure in response to staff comments do not bar the Commission from taking any action with respect to the filing; and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn: Kate Tillan

October 12, 2007

Page 4

We trust that the foregoing is responsive to the Staff’s comments. Should you have any questions, please feel free to contact the undersigned at (518) 533-2240.

            Very truly yours,

  /S/ CYNTHIA A. SCHEUER

            Cynthia A. Scheuer

            Vice President, Chief Financial Officer and Secretary

            cc:

            Peng K. Lim

            Knute J. Salhus, Esq.

            Michael Winter, PwC

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
October 4, 2007
 VIA U.S. MAIL AND FACSIMILE (518.533.2201)

 Ms. Cynthia A. Scheuer Chief Financial Officer Mechanical Technology Incorporated 431 New Karner Road Albany, New York 12205
 Re: Mechanical Technology Incorporated
  Form 10-K for the fiscal year ended December 31, 2006
  Filed March 16, 2007
File No. 000-06890

Dear Ms. Scheuer:

We have reviewed your response letter dated September 26, 2007 and filing and have the
following comments.  In our comments, we ask y ou to provide us with information so we may
better understand your disclosure.  After reviewing this information, we may raise additional comments.
Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Ms. Cynthia A. Scheuer
Mechanical Technology Incorporated October 4, 2007 Page 2
 Form 10-K for the Fiscal Year Ended December 31, 2006

Consolidated Financial Statements, page F-1

Note 10.  Shareholders’ Equity, page F-21

Plug Power Shares, page F-22
 1. Please refer to prior comment 1.  Please tell us why you calculated th e loss on derivative
using the intrinsic value upon exercise compar ed to the fair value of the derivative
liability as of March 31, 2005.  Discuss why you did not subsequently reflect the liability at fair value after March 31, 2005.
 2. Further, explain why you calculated a gain  of $9,635,000 on the sale of the shares to
Fletcher based upon their fair value of $7.13 per share on the date of exercise given that
you sold those shares at $0.7226 per share and not for fair value.

3. Please provide us with the journal entries you booked to reflect the exercise of the
investment right.

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3554 if you have any questions regardi ng comments on the financial statements and
related matters.  You may also contact Martin James; Senior Assistant Chief Accountant, at (202) 551-3604 with any other questions.           S i n c e r e l y ,             A n g e l a  C r a n e          B r a n c h  C h i e f

CORRESP
1
filename1.htm

September 26, 2007

U.S. Securities and Exchange Commission

Division of Corporation Finance

Mail Stop 6010

100 F Street, N.E.

Washington, D.C.  20549

Attn:  Kate Tillan, Assistant Chief Accountant

Re: Mechanical Technology Incorporated

            Form 10-K for the fiscal year ended December 31, 2006

            Filed March 16, 2007

            File No. 000-06890

Dear Ms. Tillan:

Mechanical Technology Incorporated, a New York corporation (the “Company” or “MTI”), hereby submits responses to the Staff’s comment letter addressed to Cynthia A. Scheuer, Vice President, Chief Financial Officer and Secretary, of the Company, dated September 19, 2007 (the “Comment Letter”).

The following are MTI’s responses to the comments in the Comment Letter:

Annual Report on Form 10-K for the Year Ended December 31, 2006

Consolidated Financial Statements, page F-1

Note 10.  Shareholders’ Equity, page F-21

Plug Power Shares, page F-22

            1.

            With a view towards disclosure, please tell us how you accounted for and calculated the amount of the loss on derivative of $7,173,000 and the gain on the sale of the Plug Power common shares of $9,635,000.  Please reconcile with the amounts shown on the  statement of operations for fiscal 2005 for loss on derivative and gain on sale of securities available for sale.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn:  Kate Tillan

September 26, 2007

Page 2

As described in the Company’s Accounting Policies on page F-8, the Company accounts for its derivative instruments and embedded derivative instruments in accordance with SFAS No. 133 and EITF 00-19.  The Plug Power Investment Right issued to Fletcher International qualified for treatment under SFAS 133 and its classification was the subject of a previous comment letter from the staff in 2005.

Prior to the exercise of this investment right by Fletcher on June 24, 2005, the fair value of this derivative was estimated on a quarterly basis using a Black-Scholes Option Pricing Model, with the associated valuation change recorded in the financial statement line “Gain (loss) on derivatives”.  Upon exercise, this derivative was valued using the intrinsic value method.

The following table rolls forward the value of the derivative from December 31, 2004, and summarizes how the loss on derivatives for 2005 on the Company’s 2006 Form 10-K was computed.

            Plug Power Investment Right fair value as of 12/31/04

            $ 1,125

            Q1 2005 loss on derivative valuation

            3,234 A

            Plug Power derivative liability at 3/31/05

            4,359

            Intrinsic value of derivative upon exercise

            11,532

            Less:  Derivative liability as of 3/31/05

            (4,359)

            Additional derivative valuation loss upon exercise of right

            7,173 B

            Derivative value as of 6/30/05 after exercise

            -0-

            Total FY 2005 derivative loss per 10-K (A+B)

            $10,407

The following reconciliation shows the calculation of the gain on available for sale of securities in connection with the exercise of the Plug Power Investment Right and a reconciliation of total gains on available for sale securities for 2005 to the Form 10-K.  Sales of Plug Power stock during 2005 include sales in connection with the Plug Power Investment Right exercise and other market sales.

            Fair value of 1,799,791 shares of Plug Power stock sold to Fletcher upon exercise of the Plug Power Investment Right

$12,833

            Cost basis of Plug Power stock involved in the exercise

            (3,198)

            Gain on sale of securities available for sale due to the exercise of the

Plug Power Investment Right

9,635

            Gain on market sales of available for sale securities

            490

            Total FY 2005 gain on available for sale securities per 10-K

            $10,125

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn:  Kate Tillan

September 26, 2007

Page 3

We acknowledge the Staff’s comment and in future filings we will add disclosure to specifically identify that the intrinsic value method was utilized to value the Plug Power Investment Right at its exercise date.

Note 15.  Derivatives, page F-32

            2.

            Please tell us and revise future filings to disclose the method and significant assumptions used to value the derivatives at inception and at each balance sheet date.  Please provide us with a reconciliation of your response to the amount reflected as a derivative liability of $0 and $3,664,000 as of December 31, 2005 and 2006.

As described in the Company’s Accounting Policies on page F-8, the Company accounts for its derivative instruments and embedded derivative instruments in accordance with SFAS No. 133.  The Company also follows EITF No. 00-19 for freestanding contracts that are settled in the Company’s own stock.  The Company uses a Black Scholes Pricing Model to value all of its derivatives.  As outlined in Question 1 above, the Plug Power Investment Right was exercised on June 24, 2005, so the Company had no derivatives outstanding as of December 31, 2005.

The Derivative Liability recorded on the balance sheet as of December 31, 2006 relates to freestanding warrants which were issued to investors as part of the Company’s December 2006 capital raise.

On the December 20, 2006 closing date for the capital raise, the Company attributed value to the derivatives of $3,845,000 which was calculated using the following assumptions the Black Scholes Pricing Model:

            Company stock price

            $1.96

            Exercise price of warrant

            $2.27

            Number of Company shares involved with warrants

            3,027,778

            Volatility (Company history, 5-years)

            80.57%

            Proxy risk free rate

            4.57%

            Dividend rate

            0.00%

            Contractual term (in days)

            1,826

As of December 31, 2006, the Company attributed value to the derivative of $3,664,000 using the following assumptions in the Black Scholes Pricing Model:

            Company stock price

            $1.89

            Exercise price of warrant

            $2.27

            Number of Company shares involved with warrant

            3,027,778

            Volatility (Company history, 5-years)

            80.34%

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn:  Kate Tillan

September 26, 2007

Page 4

            Proxy risk free rate

            4.70%

            Dividend rate

            0.00%

            Contractual term (in days)

            1,815

We acknowledge the Staff’s comment and in addition to the accounting policy disclosures for derivatives on page F-8 which describes our use of the Black-Scholes Option Pricing Model and types of assumptions used, we will add disclosures to specifically identify the actual assumptions used to value the derivatives at inception and at each balance sheet date in future filings.

Note 13.  Stock Based Compensation, page F-25

            3.

            With respect to footnote C, please tell us and disclose in future filings the interest rate used.  Per paragraph A25 of SFAS 123R, the risk-free interest rate is the implied yield currently available on U.S. Treasury zero-coupon issues with a remaining term equal to the expected term used as the assumption in the model.

The proxy risk free rates used to fair value MTI stock options granted during 2006 ranged between 4.60% and 5.08%, and were based on the U.S. Treasury zero-coupon yield with a similar term as the expected life of the options.  We acknowledge the Staff’s comment and will disclose sufficient range of rates used for the proxy risk free rate assumptions used in the model in future filings.

            4.

            You disclose that “APB Opinion No. 25 requires no recognition of compensation expense for most of the stock-based compensation arrangements provided by the Company, namely, broad-based employee option grants where the exercise price is equal to or not less than 85% of the market value at the date of grant.”  We note similar disclosure for the MTI Micro Option Plan on page F-30.  Please tell us how this policy is consistent with paragraph 10 of APB 25.  Cite the accounting literature you relied upon.

One MTI equity incentive plan and the MTI Micro Option Plan allow grants below market value, but not less than 85% of the market value at the date of grant.  In practice, MTI never issued any below market stock options from its plans and therefore never incurred any compensation cost under APB 25 paragraph 10.  MTI Micro did issue below market value stock options in 2004 and as a result calculated and recognized the appropriate APB 25 compensation charges associated with these grants during FY 2004 and FY 2005.  We acknowledge the Staff’s comment and in future filings we will remove both references to “or not less than 85% of the” from our Stock-Based Compensation footnote.

U.S. Securities and Exchange Commission

Division of Corporation Finance

Attn:  Kate Tillan

September 26, 2007

Page 5

In connection with our responses to the Staff’s comments, we acknowledge and understand that the Company and its management are responsible for the adequacy and accuracy of disclosure in the filing; that staff comments or changes to disclosure in response to staff comments does not bar the Commission from taking any action with respect to the filing; and that the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We trust that the foregoing is responsive to the Staff’s comments.  Should you have any questions, please feel free to contact the undersigned at (518) 533-2240.

            Very truly yours,

            /S/ CYNTHIA A. SCHEUER

            Cynthia A. Scheuer

Vice President, Chief Financial Officer and Secretary

            cc:

            Peng K. Lim

            Knute J. Salhus, Esq.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

Mail Stop 6010
September 19, 2007

VIA U.S. MAIL AND FACSIMILE (518.533.2201)

Ms. Cynthia A. Scheuer
Chief Financial Officer
Mechanical Technology Incorporated
431 New Karner Road
Albany, New York 12205

 Re: Mechanical Technology Incorporated
  Form 10-K for the fiscal year ended December 31, 2006
  Filed March 16, 2007
File No. 000-06890

Dear Ms. Scheuer:

We have reviewed your filing and have the following comments.  We have limited our
review to only your financial statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Wh ere indicated, we think you should revise your
document in response to these comments.  If you disagree, we will consider your explanation as
to why our comment is inapplicable or a revisi on is unnecessary.  Please be as detailed as
necessary in your explanation.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclo sure.  After reviewing this information, we
may raise additional comments.

Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requir ements and to enhance the overall disclosure in
your filings.  We look forward to working with  you in these respects.  We welcome any
questions you may have about our comments or on any other aspect of our review.  Feel free to
call us at the telephone numbers lis ted at the end of  this letter.

Ms. Cynthia A. Scheuer
Mechanical Technology Incorporated
September 19, 2007 Page 2

Form 10-K for the Fiscal Year Ended December 31, 2006

Consolidated Financial Statements, page F-1

Note 10.  Shareholders’ Equity, page F-21

Plug Power Shares, page F-22

1. With a view towards disclosure, please te ll us how you accounted for and calculated the
amount of the loss on derivative of $7,173,000 and the gain on the sale of the Plug Power common shares of $9,635,000.  Please reconc ile with the amounts shown on the
statement of operations for fiscal 2005 for loss on derivative and gain on sale of securities
available for sale.

Note 15.  Derivatives, page F-32

2. Please tell us and revise future filings to disclose the method and significant assumptions
used to value the derivatives at inception and at each balan ce sheet date.  Please provide
us with a reconciliation of your response to  the amount reflected as a derivative liability
of $0 and $3,664,000 as of December 31, 2005 and 2006.

Note 13.  Stock Based Compensation, page F-25

3. With respect to footnote C, please tell us and disclose in future filings the interest rate used.  Per paragraph A25 of SFAS 123R, the risk-free interest rate is the implied yield
currently available on U.S. Treasury zero-coupon  issues with a remaining term equal to
the expected term used as the assumption in the model.

4. You disclose that “APB Opinion No. 25 re quires no recognition of compensation expense
for most of the stock-based compensati on arrangements provided by the Company,
namely, broad-based employee option grants wher e the exercise price is equal to or not
less than 85% of the market va lue at the date of grant.”  We note similar disclosure for
the MTI Micro Option Plan on page F-30.  Pleas e tell us how this policy is consistent
with paragraph 10 of APB 25.  Cite the accounting literature you relied upon.

Ms. Cynthia A. Scheuer
Mechanical Technology Incorporated
September 19, 2007 Page 3

As appropriate, please respond to these comments  within 10 business days or tell us when
you will provide us with a response.  Please furn ish a letter that keys your responses to our
comments and provides any requested information.  De tailed letters greatly f acilitate our review.
Please understand that we may have additional co mments after reviewing your responses to our
comments.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to a company’s disclosure, they are responsible for the acc uracy and adequacy of
the disclosures they have made.

In connection with responding to our comment s, please provide, in writing, a statement
from the company acknowledging that:

⋅ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;

⋅ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and

⋅ the company may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal securities laws of the United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

You may contact Kate Tillan, Assistant Chie f Accountant, at (202)  551-3604 or me at
(202) 551-3554 if you have any questions regardi ng comments on the financial statements and
related matters.  You may also contact Martin James; Senior Assistant Chief Accountant, at (202) 551-3604 with any other questions.

        S i n c e r e l y ,

        A n g e l a  C r a n e
        B r a n c h  C h i e f

Ms. Cynthia A. Scheuer
Mechanical Technology Incorporated
September 19, 2007 Page 4