Soluna Holdings Inc美股招股说明书(2026-04-01版)

Up to $500,000,000 Common Stock On April 29, 2025, we entered into a certain At the Market Offering Agreement, or Sales Agreement, with H.C. Wainwright &Co., LLC, or Wainwright, relating to shares of our common stock, par value $0.001 per share (“common stock”), offered by thisprospectus. In accordance with the terms of the Sales Agreement, we may offer and sell shares of our common stock having anaggregate offering price of up to $500,000,000 from time to time through Wainwright. Our common stock is listed on the Nasdaq Capital Market under the symbol “SLNH”. The last reported sale price of ourcommon stock on March 6, 2026 on the Nasdaq Capital Market was $0.77. Sales of our common stock, if any, under this prospectus may be made in sales deemed to be “at the market offerings” asdefined in Rule 415 promulgated under the Securities Act of 1933, as amended, or the Securities Act, including sales made directly onor through the Nasdaq Capital Market, the existing trading market for our common stock, or any other existing trading market in theUnited States for our common stock, sales made to or through a market maker other than on an exchange or otherwise, directly toWainwright as principal, in negotiated transactions at market prices prevailing at the time of sale or at prices related to such prevailingmarket prices if authorized by us in writing, and/or in any other method permitted by law. Wainwright is not required to sell anyspecific number or dollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with itsnormal trading and sales practices, on mutually agreed terms between Wainwright and us. There is no arrangement for funds to bereceived in any escrow, trust or similar arrangement. The compensation to Wainwright for sales of common stock sold pursuant to the Sales Agreement will be equal to 3.0% ofthe gross proceeds of any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stockon our behalf, Wainwright will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation ofWainwright will be deemed to be underwriting commissions or discounts. We have also agreed to provide indemnification andcontribution to Wainwright with respect to certain liabilities, including liabilities under the Securities Act or the Exchange Act of 1934,as amended, or the Exchange Act. See the section titled “Plan of Distribution” on page S-12 of this prospectus. This offering pursuantto this prospectus will terminate upon the earlier of (a) the sale of shares of our common stock pursuant to this prospectus having anaggregate sales price of $500,000,000, or (b) the termination by us or Wainwright of the Sales Agreement pursuant to its terms. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-8 of this prospectus, and undersimilar headings in the other documents that are incorporated by reference into this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminaloffense. H.C. Wainwright & Co. The date of this prospectus is March 30, 2026 TABLE OF CONTENTS ABOUT THIS PROSPECTUSS-1CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTSS-2PROSPECTUS SUMMARYS-3THE OFFERINGS-7RISK FACTORSS-8USE OF PROCEEDSS-10DIVIDEND POLICYS-11PLAN OF DISTRIBUTIONS-12LEGAL MATTERSS-13EXPERTSS-14WHERE YOU CAN FIND MORE INFORMATIONS-15INCORPORATION OF DOCUMENTS BY REFERENCES-16S-ii ABOUT THIS PROSPECTUS This prospectus is part of a shelf registration statement that we filed with the U.S. Securities and Exchange Commission, orthe SEC, utilizing a “shelf” registration process. This prospectus relates to the offer and sale by us pursuant to the Sales Agreement ofcommon stock having an aggregate offering price of $500,000,000 from time to time at prices and on terms to be determined bymarket conditions at the time of the offering. The $500,000,000 of shares of our common stock that may be sold under this prospectusare included in the $1,000,000,000 of shares of common stock that may be sold under the registration statement. We provide information to you about this offering of shares of our common stock in two separate documents that are boundtogether: (1) this prospectus, which describes the specific details regarding this offering; and (2) the accompanying base prospectus,which provides general information, some of which may not apply to this offering. Generally, when we refer to this “prospectus,” weare referring to both documents combined.. To the extent there is a conflict between the information contained in this prospectus andthe information contained in any document incorporated by reference that was filed with the SEC before the date of this prospectus,you should rely on the information