Soluna Holdings Inc美股招股说明书(2025-11-17版)

Up to 3,500,000 Shares of Common Stock This prospectus relates to the resale of up to 3,500,000 shares of Soluna Holdings, Inc.’s (the “Company,” “we,” “our” or“us”) common stock, par value $0.001 per share (“common stock”), by the selling stockholder listed in this prospectus (the “SellingStockholder”). The shares of common stock registered for resale pursuant to this prospectus consist of (i) 1,000,000 shares (the“Common Shares”) of our common stock issued to the Selling Stockholder on April 29, 2025, and (ii) up to 2,500,000 shares (the“Conversion Shares,” and together with the Common Shares, the “Shares”) of our common stock underlying the secured promissory The Common Shares and the Note were, and the Conversion Shares when issued will be, issued to the Selling Stockholder ina private placement offering, as described herein (collectively, the “Private Placements”). For additional information about the Private The Selling Stockholder may, from time to time, sell, transfer or otherwise dispose of any or all of the Shares or interests inthe Shares on any stock exchange, market or trading facility on which the Shares are traded or in private transactions. Thesedispositions may be at fixed prices, at prevailing market prices at the time of sale, at prices related to the prevailing market price, atvarying prices determined at the time of sale, or at negotiated prices. See “Plan of Distribution” in this prospectus for moreinformation. We will not receive any proceeds from the resale or other disposition of the Shares by the Selling Stockholder. See “Useof Proceeds” beginning on page 11 and “Plan of Distribution” beginning on page 12 of this prospectus for more information. Althoughwe have been advised by the Selling Stockholder that the Selling Stockholder is purchasing the Shares for its own account, for 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 14, 2025 on Nasdaq was $1.67. 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 SEC on March 31, 2025 and our other filingswe make with the SEC from time to time, which are incorporated by reference herein in their entirety, together with other 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 15, 2025. TABLE OF CONTENTS 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 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 Stockholder, 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 assume Neither we, nor the Selling Stockholder, are offering to sell or seeking offers to purchase the Shares in any jurisdiction wherethe offer or sale is not permitted. We have not done anything that would permit this offering or possession or distribution of thisprospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United PROSPECTUS SUMMARY The following summary highlights some information from this prospectus. It is not complete and does not contain all of theinformation that you should consider before making an investment decision. You should read this entire prospectus, including the“Risk Factors” section on page 8 and the disclosures to which that section refers you, the financial statements and related notes and Corporate Overview Our mission is to make renewable energy a global superpower using computing as a catalyst. We develop and operate digital infrastructure that taps into a growing global opportunity: the convergence of renewableenergy and High-Performance Computing (“HPC”). We call this modelRenewable Computing™. Across the world, vast amounts of clean energy