IPO - Soluna Holdings, Inc

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Form Type: CORRESP

Filing Date: 2025-02-03

Corporate Action: Ipo

Type: New

Accession Number: 000149315225004667

Filing Summary: Soluna Holdings, Inc. has filed a request to declare its Registration Statement on Form S-1 effective by the SEC at 4:05 p.m. ET on February 5, 2025. This is a crucial step in the company’s initial public offering process. The correspondence is addressed to the SEC and requests timely effectiveness of the registration, also providing a contact number for further inquiries.

Document Link: View Document

Additional details:

Registration Statement File No: 333-282559


Contact Person Name: Daniel Forman


Contact Person Firm: Lowenstein Sandler LLP


Contact Person Phone: 212-419-5904


Ceo Name: John Belizaire


Form Type: CORRESP

Filing Date: 2024-11-12

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224044887

Filing Summary: Soluna Holdings, Inc. filed Amendment No. 1 to its Registration Statement on Form S-1 on November 12, 2024, in response to a comment letter from the SEC dated November 1, 2024. The amendment addresses various points raised by the SEC regarding the nature of the offering. The company argues that the offering is a secondary offering under Securities Act Rule 415(a)(1)(i) due to several factors, including the nature of the relationship with investors and the conditions under which they are acquiring shares. Notably, the company pointed out that a significant number of convertible notes and warrants are outstanding that could influence the market share availability. Additionally, the amendment clarifies the identification of Selling Holders, and that up to 2,000,000 shares are being registered as a consent fee in relation to a Standby Equity Purchase Agreement (SEPA). The disclosures surrounding the Selling Holders have been revised to ensure compliance with SEC regulations, and consistent terminology regarding the nature of these shares has been implemented. The total number of shares to be registered has been adjusted from 22 million to 10 million, reflecting further clarifications requested by the SEC.

Document Link: View Document

Additional details:

Legal Analysis: The offering is classified as a secondary offering under Securities Act Rule 415(a)(1)(i) rather than a primary offering due to multiple evaluative factors.


Number Of Shares Registered: 10,000,000


Selling Holders Identification: The updated prospectus clarifies the identities of Selling Holders and includes permitted transferees.


Material Terms Disclosure: Material terms of consent fee agreements with Selling Holders have been disclosed in the amended prospectus.


Underwriter Status: Selling Holders identified as broker-dealers must be recognized as underwriters if their securities were not issued as underwriting compensation.


Total Shares Issuable: Up to 22,308,642 shares can be issued upon additional advances under SEPA.


Transaction Disclosure: Requested agreements regarding transactions with Selling Holders have been filed as exhibits.


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