As filed with the Securities and Exchange Commission on January 15, 2025 Registration No. 333-282559 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLUNA HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7374 14-1462255 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Num ...

As filed with the Securities and Exchange Commission on December 16, 2024 Registration No. 333-282559 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLUNA HOLDINGS, INC. (I.R.S. Employer Identification Number) 325 Washington Avenue Extension Albany, New York 12205 (516) 216-9257 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) (Sta ...

Revenue Growth - Year-to-date revenue for 2024 reached $29.7 million, a $18.8 million increase or 172% compared to $10.9 million in 2023[2][8] - Third quarter revenue increased by 30% to $7.5 million, up from $5.8 million in the same quarter of 2023[8][13] Financial Performance - Adjusted EBITDA for year-to-date 2024 is $3.5 million, an increase of $8.0 million compared to a loss of $4.5 million in 2023[8] - Unrestricted cash increased by 38% from the end of 2023, reaching $8.8 million[8] Development and Expansion - The development pipeline has expanded to over 2.6 GW, with 1.2 GW currently in active Term Sheet negotiations[5][19] - Project Dorothy 2 has secured $30 million in funding for a 48 MW expansion, with groundbreaking held on August 28, 2024[8] - Project Rosa has signed term sheets for power and land for a new 187 MW data center, marking a significant step in expansion efforts[8][19] Strategic Focus - Soluna's digital infrastructure is strategically co-located with renewable energy sources to support high-performance computing applications[3][18] - The company is focused on transforming surplus renewable energy into scalable computing resources, positioning itself as a leader in renewable computing[4][18] Funding and Investment - Soluna Cloud secured $13.75 million in total funding, with an additional $1.25 million raised to enhance AI offerings[8][19]

Financial Performance - Cryptocurrency mining revenue for Q3 2024 was $2,811,000, a 57.3% increase from $1,786,000 in Q3 2023[33] - Total revenue for the nine months ended September 30, 2024, reached $29,749,000, compared to $10,948,000 for the same period in 2023, representing a 171.5% increase[33] - Operating loss for Q3 2024 was $9,016,000, compared to a loss of $3,736,000 in Q3 2023, indicating a worsening of 141.5%[33] - Net loss attributable to Soluna Holdings, Inc. for Q3 2024 was $7,190,000, compared to $6,662,000 in Q3 2023, reflecting a 7.9% increase in losses[33] - Net loss for the nine months ended September 30, 2024, was $19,782,000, an improvement from a net loss of $22,705,000 in the same period of 2023[43] - The company reported a basic and diluted loss per share of $1.29 for Q3 2024, compared to a loss of $5.96 per share in Q3 2023[33] Assets and Liabilities - Total current assets increased to $18,515,000 as of September 30, 2024, up from $14,284,000 at the end of 2023, a growth of 29.5%[30] - Total assets rose to $97,349,000 as of September 30, 2024, compared to $91,276,000 at the end of 2023, marking a 6.5% increase[31] - Total liabilities increased to $45,754,000 as of September 30, 2024, up from $37,917,000 at the end of 2023, a rise of 20.5%[31] - Cash and restricted cash totaled $10,747,000 as of September 30, 2024, compared to $9,367,000 at the end of 2023, an increase of 14.7%[30] - The total accumulated deficit as of December 31, 2023, was $250,970,000, reflecting the cumulative losses over the years[37] Equity and Stock - The company’s additional paid-in capital increased to $308,947,000 as of September 30, 2024, up from $291,276,000 at the end of 2023, a growth of 6.1%[30] - For the year ended December 31, 2023, the total equity increased to $53,359,000, up from $46,272,000 at the beginning of the year, reflecting a growth of approximately 15.5%[36] - The Company issued secured convertible notes totaling $16.3 million, convertible into 1,776,073 shares at a price of $9.18 per share[88] - The Company has 4,953,545 shares of Series A Preferred Stock and 62,500 shares of Series B Preferred Stock outstanding as of September 30, 2024[121] - The conversion price for Series B Preferred Stock was reduced to $5.00, subject to stockholder approval, from an initial price of $135.25 per share[122] Cash Flow and Financing Activities - Cash used in operating activities for the nine months ended September 30, 2024, was $3,412,000, an improvement from $4,404,000 in 2023[43] - The company reported a net cash provided by financing activities of $12,943,000 for the nine months ended September 30, 2024[43] - The company had approximately $8.8 million in cash on hand as of September 30, 2024, and is seeking additional capital raising activities, including a Standby Equity Purchase Agreement for up to $25 million[54] Operational Changes and Projects - Project Sophie has transitioned from proprietary Bitcoin mining to hosting customers' Bitcoin mining operations, with all 25 MW now performing data hosting services[47] - The company is committed to leveraging its modular data centers and renewable energy partnerships to support the growing demands of Bitcoin mining and AI[50] - The company divested specific mining assets at its Wenatchee, Washington facility in September 2022 and ceased management of operational contracts in August 2024[47] Legal and Regulatory Matters - The Company has been named in a legal proceeding regarding the Malta Rocket Fuel Area Superfund Site, with the EPA seeking approximately $358,000 plus interest for response costs[140] - NYDIG filed a complaint against the Company regarding a series of loans, with a potential judgment amount of approximately $10.3 million for principal, interest, and penalties[141] - In September 2023, Atlas Technology Group LLC filed a complaint against the company, alleging breach of a co-location services agreement, seeking approximately $464 thousand in pre-paid fees and at least $7.9 million in additional damages[145] Stock-Based Compensation - Stock-based compensation for the nine months ended September 30, 2023, totaled $602,000, reflecting the company's ongoing investment in employee incentives[37] - Total stock-based compensation for the nine months ended September 30, 2024, was $3,286,000, slightly down from $3,709,000 in 2023[43] - The Company awarded 542,896 restricted stock awards under the 2021 Plan, valued at $3.96 per share[172] Segment Performance - ComputeCo has three reportable segments: Cryptocurrency Mining, Data Center Hosting, and High-Performance Computing Services, with the latter being a new business line initiated in Q3 2024[207] - The new High-Performance Computing services utilize NVIDIA H100 GPUs and are powered by 100% carbon-free renewable energy sources[207] Future Commitments and Contributions - The Company committed to a capital contribution of up to approximately $26.3 million to DVSL, with $8.1 million contributed prior to August 5, 2022[184] - The Company closed financing for the Dorothy 2 project with a capital contribution of up to $29.98 million from Spring Lane Capital[202]

As filed with the Securities and Exchange Commission on November 12, 2024 Registration No. 333-282559 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SOLUNA HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7374 14-1462255 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Nu ...

As filed with the Securities and Exchange Commission on October 8, 2024 SOLUNA HOLDINGS, INC. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Nevada 7374 14-1462255 (I.R.S. Employer Identification Number) 325 Washington Avenue ...

Financial Performance - Cryptocurrency mining revenue for Q2 2024 reached $4.484 million, a significant increase from $0.915 million in Q2 2023, representing a growth of 388%[33] - Total revenue for the first half of 2024 was $22.224 million, compared to $5.150 million in the same period of 2023, marking a year-over-year increase of 331%[33] - Operating loss for Q2 2024 was $3.675 million, an improvement from a loss of $7.074 million in Q2 2023[33] - Net loss attributable to Soluna Holdings, Inc. for Q2 2024 was $10.873 million, compared to a loss of $8.775 million in Q2 2023[33] - The company reported a basic and diluted loss per share of $2.97 for Q2 2024, compared to $9.54 for Q2 2023[33] - The net loss for the six months ended June 30, 2024, was $11.689 million, compared to a net loss of $16.689 million for the same period in 2023, indicating a 30% improvement in losses year-over-year[41] - The net loss for the three months ended September 30, 2023, was $6.702 million, with stock-based compensation expenses amounting to $602,000[37] Assets and Liabilities - Total current assets increased to $27.480 million as of June 30, 2024, up from $14.284 million at the end of 2023, reflecting an increase of 92%[30] - Total assets as of June 30, 2024, were $98.675 million, compared to $91.276 million at the end of 2023, indicating a growth of 8%[31] - The company’s total liabilities rose to $48.742 million as of June 30, 2024, compared to $37.917 million at the end of 2023, an increase of 28%[31] - The total accounts receivable increased to $3,434 thousand as of June 30, 2024, compared to $2,948 thousand as of December 31, 2023, with a provision for credit loss of approximately $244 thousand due to a borrower's financial difficulties[73] Cash Flow and Reserves - Cash reserves increased to $9.558 million as of June 30, 2024, up from $6.368 million at the end of 2023, representing a growth of 50%[30] - The company reported total cash and restricted cash of $12.509 million at the end of June 30, 2024, up from $10.244 million at the end of June 30, 2023, reflecting a 12.4% increase[41] - Operating cash flow for the six months ended June 30, 2024, resulted in a net cash used of $3.473 million, slightly better than the $3.836 million used in the same period of 2023[41] Stock and Equity - As of June 30, 2023, the company reported a total of 1,230,650 common shares outstanding, with an accumulated deficit of $237.606 million[37] - The company issued 113,502 shares in a securities purchase offering, raising $770,000 during the second quarter of 2023[37] - The company reported a total of 2,546,361 common shares outstanding as of December 31, 2023, following a reverse stock split at a ratio of 1-for-25 effective October 13, 2023[37] - The Company had approximately $2.7 million in note conversions and $4.0 million in revaluation losses related to fair value assessments of convertible debt for the three months ended June 30, 2024[100] Strategic Initiatives - The company formed two new wholly-owned subsidiaries, Soluna Cloud, Inc. and Soluna Energy, Inc., in 2024 to expand its cloud and renewable energy services[45] - The company continues to focus on transforming surplus renewable energy into computing resources, supporting applications like Bitcoin mining and AI[46] - The Company entered into an agreement with Hewlett Packard Enterprise for datacenter and cloud services valued at $34.0 million, with an initial pre-payment of $10.3 million[48] - The Company anticipates significant amortization expenses for intangible assets, with $9,488 thousand expected in 2025, highlighting future financial impacts[90] Legal and Regulatory Matters - The Company is involved in legal proceedings related to an EPA Demand Letter, with potential costs estimated at approximately $358,000[159] - NYDIG filed a Motion for Summary Judgment against the Company for approximately $10.3 million for principal, interest, and penalties related to the MEFA[201] - The Court dismissed three of the four counts in the complaint filed by Atlas against the Company, with one count remaining[164] Tax and Deferred Tax - The effective income tax rate for the three months ended June 30, 2024, was 7.1%, compared to 4.5% for the same period in 2023, reflecting changes in valuation allowance and estimated taxable income[91] - The company recorded a deferred tax liability of approximately $10.9 million related to the strategic contract pipeline, which will be amortized over the asset's life[92] - The company has a full valuation allowance for deferred tax assets totaling $37.2 million as of June 30, 2024, indicating ongoing evaluation of realizability[94] Impairments and Write-offs - The Company performed an impairment analysis and determined that approximately $2.4 million of equipment and leasehold improvements associated with Project Marie were impaired as of December 31, 2022[202] - The Company fully impaired its equity investment in HEL, writing it down from $750 thousand to $0 as of December 31, 2022[178] Future Outlook - The Company believes the closure of Project Marie does not represent a strategic shift, as it intends to continue operations through data hosting and proprietary mining arrangements[205] - The Company anticipates that capital contributions from Spring Lane Capital, up to $35 million, will help develop green data centers co-located with renewable energy assets[208]

Revenue Growth - Cryptocurrency mining revenue increased to $6,396,000 for Q1 2024, up 129% from $2,796,000 in Q1 2023[33] - Data hosting revenue surged to $5,278,000 in Q1 2024, compared to $286,000 in Q1 2023, representing a growth of 1,748%[33] - Total revenue for Q1 2024 reached $12,549,000, a significant increase of 307% from $3,082,000 in Q1 2023[33] Operating Performance - Operating income for Q1 2024 was $407,000, a turnaround from an operating loss of $7,012,000 in Q1 2023[33] - Net loss attributable to Soluna Holdings, Inc. narrowed to $5,254,000 in Q1 2024 from $7,062,000 in Q1 2023[33] - Basic and diluted loss per share improved to $2.62 in Q1 2024, compared to $10.30 in Q1 2023[33] Financial Position - Total current assets increased to $16,996,000 as of March 31, 2024, up from $14,284,000 at the end of 2023[30] - Total liabilities rose to $41,786,000 as of March 31, 2024, compared to $37,917,000 at the end of 2023[31] - Total stockholders' equity decreased to $48,851,000 as of March 31, 2024, down from $53,359,000 at the end of 2023[31] Cash Flow and Liquidity - The company reported a cash balance of $8,438,000 as of March 31, 2024, an increase from $6,368,000 at the end of 2023[30] - Cash and restricted cash at the end of the period increased to $11,394,000 from $5,046,000, marking a 126.5% increase year-over-year[41] - The company reported net cash provided by operating activities of $3,850,000 for the three months ended March 31, 2024, compared to net cash used in operating activities of $3,053,000 in the same period of 2023[41] Stock and Equity - The company issued 87,144 shares in a securities purchase offering, raising $439,000 during Q1 2023[36] - The total amount of common stock increased to $286,799,000 by September 30, 2023, up from $280,010,000 at the end of Q2 2023, reflecting a 2.8% increase[37] - The company has reserved a total of 3,194,141 common shares for future issuance as of March 31, 2024, including 2,165,010 outstanding warrants[131] Debt and Financing - The company has an outstanding principal balance of approximately $9.2 million and accrued interest and penalties of approximately $1.2 million related to the NYDIG loan[49] - The company entered into a $2.05 million Term Loan with an interest rate of 15%, with debt service payments beginning after the In-Service Date[120] - The NYDIG financing total outstanding debt was $9.2 million as of February 13, 2024, with a penalty fee of approximately $1.0 million applied to repossessed collateralized assets[118] Legal and Regulatory Matters - The company is involved in legal proceedings related to a complaint filed by NYDIG against a subsidiary, with ongoing litigation regarding loan agreements and collateral[141] - Atlas Technology Group filed a complaint against Soluna MC for breach of contract, seeking the return of pre-paid fees of approximately $464 thousand and additional damages of not less than $7.9 million[143] Strategic Initiatives - The company is exploring various financing strategies, including stock issuances and debt borrowings, to support its operations and growth[50] - The Company plans to concentrate its personnel and capital on the Dorothy Facility following the shutdown of the Marie facility[172] Project Performance - For the three months ended March 31, 2024, Project Marie reported total revenue of $3,000, a significant decrease from $1,045,000 for the same period in 2023, reflecting a decline in cryptocurrency mining and data hosting revenues[178] - The impairment analysis for Project Marie identified approximately $2.4 million of equipment and leasehold improvements as impaired as of December 31, 2022, due to the closure of operations[173] Management Changes - The company appointed John Tunison as Chief Financial Officer effective April 8, 2024, indicating a strategic move to strengthen its financial leadership[201]

Blockchain and Cryptocurrency Growth - The company anticipates continued growth in blockchain and cryptocurrency usage, which is critical for its operations[32] - The upcoming Bitcoin halving event in April 2024 may impact profitability and network difficulty, affecting the company's mining operations[32] Infrastructure and Efficiency - The company is focused on expanding its data center infrastructure to enhance operational capacity and efficiency[34] - The company reported a significant increase in hashrate, measuring computational power at 1 Exahash (EH/s), indicating improved mining efficiency[19] - The company aims to maintain a Power Usage Effectiveness (PUE) ratio that optimizes energy consumption in its data centers[28] - The company is committed to improving energy efficiency in Bitcoin mining, measured in joules per hash[24] - The company is leveraging grid demand response services to stabilize power supply during peak demand periods[21] Technological Advancements - The company is exploring new technologies in Artificial Intelligence (AI) to enhance operational capabilities and efficiency[12] Risk Management - The company is actively managing risks associated with economic conditions and regulatory changes that could impact its business[32] Customer Engagement - The company is focused on attracting and retaining hosted customers for its hosting operations to drive revenue growth[32]

Capacity and Projects - The company operates at a 75-megawatt capacity across two sites, Project Sophie and Project Dorothy, with over 2 Gigawatts in the long-term pipeline[201]. - Project Dorothy has a total capacity of 100 MW, with the initial 50 MW phase fully energized[221][222]. - The company has 216 MW in two new data center projects: Project Dorothy 2 (50 MW) and Project Kati (166 MW)[201]. - Project Sophie has deployed over 8,000 machines for hosting customers, filling 25 MW of capacity, and has signed new hosting term sheets for an additional 15 MW[220]. - The Kati Project is a new 166 MW modular data center co-located with a 300 MW wind farm, currently progressing through ERCOT interconnection studies[243]. - Project Dorothy 1A has achieved full capacity with approximately 7,700 Bitcoin miners deployed, resulting in an installed hashrate of 950 PH/s and consuming over 2,500 MWh of curtailed energy[239]. - Project Dorothy 1B has deployed over 7,920 Bitcoin miners, achieving an installed hashrate of 816 PH/s and consuming over 1,500 MWh of curtailed energy[240]. Revenue Streams - The company plans to host AI customers at its data centers in the future, expanding its revenue streams beyond cryptocurrency mining[205]. - Data hosting revenue increased by 307% to $4.011 million in Q3 2023 from $0.985 million in Q3 2022[250]. - Cryptocurrency mining revenue decreased by 67% to $1.786 million in Q3 2023 from $5.387 million in Q3 2022[250]. - The transition from proprietary mining to data hosting at Project Sophie contributed approximately $991 thousand in data hosting revenue in Q3 2023[256]. - The company anticipates future revenues will include block rewards, transaction fees, and hosting revenues from cryptocurrency mining customers[309]. Financial Performance - Operating loss improved by 91% to $(3.736) million in Q3 2023 compared to $(41.716) million in Q3 2022[250]. - Net loss attributable to Soluna Holdings, Inc. decreased by 88% to $(6.662) million in Q3 2023 from $(55.892) million in Q3 2022[250]. - The company reported a gain of approximately $7.8 million from the sale of its subsidiary, MTI Instruments, for about $9.4 million in cash[246]. - The company had a net loss from continuing operations of $22.7 million for the nine months ended September 30, 2023, compared to a net loss of $79.4 million for the same period in 2022[289]. - Adjusted EBITDA for the three months ended September 30, 2023, was $405 thousand, while for the nine months ended September 30, 2023, it was a loss of $4.5 million[288]. Expenses and Cost Management - General and administrative expenses for the nine months ended September 30, 2023, decreased by 27% to $11.219 million from $15.441 million in the same period of 2022[252]. - Cost of cryptocurrency mining revenue, exclusive of depreciation, decreased by 60% to $4.451 million in the nine months ended September 30, 2023, from $11.092 million in the same period of 2022[252]. - Cost of data hosting increased to approximately $2.2 million for Q3 2023, up from $1.1 million in Q3 2022, primarily due to Project Dorothy 1A costs[260]. - General and administrative expenses for Q3 2023 were approximately $2.7 million, a decrease of 52% from $5.7 million in Q3 2022, mainly due to reduced salaries and consulting fees[263]. - Salaries, benefits, and other employee expenses decreased by approximately $589 thousand in Q3 2023 compared to Q3 2022, reflecting a reduction in headcount and recruitment costs[264]. Capital and Financing - The company has secured $35 million in project-level financing for the Dorothy Project, with $12.5 million specifically allocated for its development[229]. - The NYDIG facility has a financing agreement of approximately $14.4 million for equipment financing, which has faced challenges due to cash flow issues[208]. - The company plans to fund growth through project-level capital raising and equity sales, contingent on successfully raising capital[291]. - The company generated approximately $22.8 million in net cash from financing activities during the nine months ended September 30, 2023, including $19.7 million from non-controlling interest contributions[299]. Operational Challenges - The company has experienced financial challenges, including a default on a secured note receivable of $193 thousand as of September 30, 2023[206]. - The company experienced a negative working capital position and insufficient revenue to generate net income, raising substantial doubt about its ability to continue as a going concern within one year[292]. - The shutdown of Project Marie operations in February 2023 caused a revenue decline of approximately $3.4 million[256]. - The company is actively monitoring macroeconomic factors such as inflation and interest rates that could adversely affect its operations and financial condition[294]. Market Conditions and Risks - The average price of Bitcoin increased by approximately 32% for Q3 2023 compared to Q3 2022, while it declined by approximately 17% for the nine months ended September 30, 2023 compared to the same period in 2022[255]. - Block rewards are currently fixed at 6.25 Bitcoin per block, expected to halve to 3.125 Bitcoin in April 2024, which may negatively impact revenues[310]. - The company is subject to risks related to the fluctuating valuations of cryptocurrency and general economic conditions[308]. - The company faces potential adverse impacts from pending legal proceedings and strategic alliances not achieving their objectives[308].