Soluna Holdings Inc美股招股说明书(2026-04-22版)

1,350,000 Common Warrants 1 to Purchase Up to 1,350,000 Shares of Common Stock650,000 Common Warrants 2 to Purchase Up to 650,000 Shares of Common Stock700,000 Pre-Funded Warrants to Purchase Up to 700,000 Shares of Common StockUp to 2,700,000 Shares of Common Stock Underlying the Common Warrants 1, the Common Warrants 2 and the Pre-FundedWarrants This prospectus relates to the resale of (i) 1,350,000 common warrants (the “Common Warrants 1”) to purchase up to1,350,000 shares of common stock (the “Common Warrants 1 Shares”) of Soluna Holdings, Inc. (the “Company,” “we,” “our” or“us”), par value $0.001 per share (the “common stock”), (ii) 650,000 common warrants (the “Common Warrants 2” and together withthe Common Warrants 1, the “Common Warrants”) to purchase up 650,000 shares of common stock (together with the CommonWarrants 1 Shares, the “Common Warrant Shares”), (iii) 700,000 pre-funded warrants (the “Pre-Funded Warrants” and together withthe Common Warrants, the “Warrants”) to purchase up to 700,000 shares of common stock (the “Pre-Funded Warrant Shares” andtogether with the Common Warrant Shares, the “Warrant Shares”), and (iv) up to 2,000,000 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 Consent and Amendment No. 1 to the Credit Agreement andAmendment No. 1 to the Pledge Agreement (the “Amendment”), dated April 1, 2026, by and among Soluna DVSL ComputeCo, LLC,Soluna DVSL II ComputeCo, LLC, Soluna KK I ComputeCo, LLC (collectively, the “Existing Borrowers”), Soluna DV Wind Holdco,LLC (the “Tranche C Borrower” and together with the Existing Borrowers, the “Borrowers”), Generate Lending, LLC, asadministrative agent and collateral agent (the “Agent”), and Generate Strategic Credit Master Fund I-A, L.P. (the “Lender”) in aprivateplacement offering(the“Private Placement”).For additional information about the Private Placement,see“PrivatePlacement.” 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. However, upon any exercise of theWarrants by payment of cash, we will receive the exercise price of such Warrants. Our registration of the Securities covered by thisprospectus does not mean that the Selling Securityholder will offer or sell any of the Securities. See “Use of Proceeds” beginning onpage 10 and “Plan of Distribution” beginning on page 11 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 April 13, 2026 on Nasdaq was $0.9259. 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, 2025, filed with the Securities and Exchange Commission, or theSEC, on March 30, 2026 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 April 21, 2026. TABLE OF CONTENTS PageABOUT THIS PROSPECTUS1PROSPECTUS SUMMARY2THE OFFERING4PRIVATE PLACEMENT5RISK FACTORS6CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS7SELLING SECURITYHOLDER8USE OF PROCEEDS10PLAN OF DISTRIBUTION11DESCRIPTION OF SECURITIES13LEGAL MATTERS19EXPERTS19WHERE YOU CAN FIND MORE INFORMATION19INCORPORATION OF CERTAIN INFORMATION BY REFERENCE20i 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. Y