Soluna Holdings Inc美股招股说明书(2026-04-20版)

Up to 26,512,815 Shares of Common Stock This prospectus relates to the offer and resale, from time to time, by the selling holder identified in this prospectus (the “SellingHolder”), or its permitted transferees, of up to 26,512,815 shares of common stock, par value $0.001 (“Common Stock”), of SolunaHoldings, Inc., a Nevada corporation (the “Company,” “We,” or “Us”). These shares of Common Stock consist of 26,512,815 shares ofCommon Stock that we may, at our discretion, elect to issue and sell to YA II PN, Ltd. (the “Investor”) from time to time after the dateof this prospectus, pursuant to the Standby Equity Purchase Agreement, dated as of August 12, 2024, entered into by and between theCompany and the Investor (the “SEPA”). Please see “The Standby Equity Purchase Agreement” for more information regarding the SEPA. As of April 1, 2026, we have issued3,000,000 shares of Common Stock under the SEPA. This prospectus covers an additional 26,512,815 shares that may be issued underthe SEPA. The shares of Common Stock that may be sold by the Selling Holder and the shares of Common Stock that may be issued by us arecollectively referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by theSelling Holder of the Offered Securities. We will bear all costs, expenses and fees in connection with the registration of Offered Securities. The Selling Holder will bear allcommissions and discounts, if any, attributable to their respective sales of Offered Securities. We are registering certain shares of ourCommon Stock for sale by the Selling Holder pursuant to various registration rights agreements with the Selling Holder. See thesection of this prospectus entitled “Selling Holder” for more information. The Investor is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “SecuritiesAct”), and any profits on the sales of shares of our Common Stock by the Investor and any discounts, commissions, or concessionsreceived by the Investor are deemed to be underwriting discounts and commissions under the Securities Act. The Selling Holder may offer and sell the Offered Securities from time to time. The Selling Holder may offer and sell the OfferedSecurities in a number of different ways and at varying prices. If any underwriters, dealers or agents are involved in the sale of any ofthe securities, their names and any applicable purchase price, fee, commission or discount arrangement between or among them will beset forth, or will be calculable from the information set forth in a post-effective amendment to the registration statement of which thisprospectus forms a part. See the sections of this prospectus titled “About this Prospectus” and “Plan of Distribution” for moreinformation. No securities may be sold without delivery of this prospectus and any applicable prospectus supplement describing themethod and terms of the offering of such securities. We will file a prospectus supplement or post-effective amendment, as applicable,with any information regarding any permitted transferees of the Selling Holder when such transferees become identifiable. You shouldcarefully read this prospectus and any applicable prospectus supplement before you invest in our securities. Our Common Stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “SLNH.” On April 13, 2026, the lastreported sale price of our Common Stock as reported on Nasdaq was $0.9259 per share. You should read this prospectus, together with additional information described under the heading “Where You Can Find MoreInformation,” 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, you shouldconsider carefully the risks and uncertainties described in the section captioned “Risk Factors” beginning on page 9 of thisprospectus, and in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 filed with the Securities andExchange Commission (“SEC”) on March 30, 2026 and the other filings we make with the SEC from time to time, which areincorporated by reference herein in their entirety, together with other information in this prospectus and the informationincorporated by reference herein. Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if thisprospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is April 17, 2026. TABLE OF CONTENTS PROSPECTUS SUMMARY2THE OFFERING4THE STANDBY EQUITY PURCHASE AGREEMENT5RISK FACTORS9CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS10SELLING HOLDER11USE OF PROCEEDS12PLAN OF DISTRIBUTION13DESCRIPTION OF SECURITIES14LEGAL MATTERS18EXPERTS19WHERE YOU CAN FIND MORE INFORMATION20INCORPORATION OF CERTAIN INFORMATION BY REFERENCE21ii ABOUT THIS PROSPECTUS This