Soluna Holdings Inc美股招股说明书(2025-11-12版)

2,000,000 Common Warrants to Purchase Up to 2,000,000 Shares of Common Stock2,000,000 Pre-Funded Warrants to Purchase Up to 2,000,000 Shares of Common StockUp to 4,000,000 Shares of Common Stock Underlying the Common Warrants and the Pre-Funded Warrants This prospectus relates to the resale of (i) 2,000,000 common warrants (the “Common Warrants”) to purchase up to 2,000,000shares of common stock (the “Common Warrant Shares”) of Soluna Holdings, Inc. (the “Company,” “we,” “our” or “us”), par value$0.001 per share (the “common stock”), (ii) 2,000,000 pre-funded warrants (the “Pre-Funded Warrants” and together with theCommon Warrants, the “Warrants”) to purchase up to 2,000,000 shares of common stock (the “Pre-Funded Warrant Shares” andtogether with the Common Warrant Shares, the “Warrant Shares”), and (iii) up to 4,000,000 Warrant Shares (together with theWarrants, the “Securities”), by the selling securityholder listed in this prospectus (the “Selling Securityholder”). The Warrants wereissued to the Selling Securityholder in connection with that certain Credit and Guaranty Agreement, dated September 12, 2025 (the“Credit Agreement”), by and among Soluna DVSL ComputeCo, LLC, Soluna DVSL II ComputeCo, LLC, Soluna KK I ComputeCo,LLC (collectively, the “Borrowers”), Generate Lending, LLC, as administrative agent and collateral agent (the “Agent”), and GenerateStrategic Credit Master Fund I-A, L.P. (the “Lender”) in a private placement offering (the “Private Placement”). For additionalinformation about the Private Placement, see “Private Placement.” The Selling Securityholder may, from time to time, sell, transfer or otherwise dispose of any or all of the Securities on anystock exchange, market or trading facility on which the Securities are traded or in private transactions. These dispositions may be atfixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determinedat the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for more information. We will not receive anyproceeds from the resale or other disposition of the Securities by the Selling Securityholder. See “Use of Proceeds” beginning on page13 and “Plan of Distribution” beginning on page 14 of this prospectus for more information. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SLNH”. The last reported sale pricefor our common stock on November 11, 2025 on Nasdaq was $2.37. You should read this prospectus, together with the additional information described under the headings “Incorporation ofCertain Information by Reference” and “Where You Can Find More Information,” carefully before you invest in any of our securities. An investment in our securities involves a high degree of risk. Before deciding whether to invest in our securities, youshould consider carefully the risks and uncertainties described in the section captioned “Risk Factors” contained in our AnnualReport on Form 10-K for the fiscal year ended December 31, 2024, filed with the Securities and Exchange Commission, or theSEC, on March 31, 2025 and our other filings we make with the SEC from time to time, which are incorporated by referenceherein in their entirety, together with other information in this prospectus and the information incorporated by referenceherein. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined ifthis prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 5, 2025. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING7PRIVATE PLACEMENT8RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS10SELLING SECURITYHOLDER11USE OF PROCEEDS13PLAN OF DISTRIBUTION14DESCRIPTION OF SECURITIES16LEGAL MATTERS22EXPERTS22WHERE YOU CAN FIND MORE INFORMATION22INCORPORATION OF CERTAIN INFORMATION BY REFERENCE23i ABOUT THIS PROSPECTUS This prospectus forms part of a registration statement that we filed with the SEC, and that includes exhibits that provide moredetail with respect to the matters discussed in this prospectus. You should read this prospectus and the related exhibits filed with theSEC, together with the additional information described under the headings “Where You Can Find More Information” and“Incorporation of Certain Information by Reference” before making your investment decision. You should rely only on the information provided in this prospectus or in a prospectus supplement or any free writingprospectuses or amendments thereto. Neither we, nor the Selling Securityholder, have authorized anyone else to provide you withdifferent information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assumethat the information in this prospectus is accurate only as of the date hereof. Our business, financial