November 1, 2024

John Belizaire
Chief Executive Officer
Soluna Holdings, Inc.
325 Washington Avenue Extension
Albany, New York 12205

        Re: Soluna Holdings, Inc.
            Registration Statement on Form S-1
            Filed October 9, 2024
            File No. 333-282559
Dear John Belizaire:

       We have conducted a limited review of your registration statement and
have the
following comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Registration Statement on Form S-1
General

1.     Given the size of the offering relative to the number of common shares
outstanding
       and held by non-affiliates, please provide us with a detailed legal and
factual analysis
       explaining your basis for determining that this is a secondary offering
that is eligible
       to be made under Securities Act Rule 415(a)(1)(i) and not a primary
offering. For
       guidance, please refer to Securities Act Rules Compliance and Disclosure
       Interpretation 612.09.
2.     We note your statement in the sixth paragraph on page 11 that the
"Selling Holders
       and any broker-dealers or agents that are involved in selling the Common
Stock may
       be deemed to be 'underwriters' within the meaning of the Securities Act
in connection
       with such sales." We also note that you have entered into the Standby
Equity Purchase
       Agreement ("SEPA") and are registering the shares that will be issued
for resale.
 November 1, 2024
Page 2

       Since this appears to be a private equity line financing, please revise
your registration
       statement to identify the Investor as an underwriter for the resale of
those shares, or
       advise otherwise. At a minimum, this disclosure should appear on the
prospectus
       cover page and in the plan of distribution section. For guidance, please
refer to
       Securities Act Sections Compliance and Disclosure Interpretation 139.13.
3.     We note your cover page disclosure that the prospectus relates to the
offer and sale by
       the Selling Holders identified in the prospectus or their "permitted
transferees." Please
       tell us how your disclosure will identify any permitted transferees of
the Investor and
       name them as underwriters for the resale of the equity line shares.
4.     We note that you are registering for resale up to "2,000,000 shares of
Common Stock
       (including 5,938 shares that have been issued as a consent fee on the
Investor
       commitment fee) that we may issue (emphasis added) to a Selling Holder
as a consent
       fee in connection with the SEPA" (see, e.g., the cover page and page 3).
It appears
       that at the time of filing this registration statement, not all of such
2,000,000 shares
       being registered for resale had been issued to this Selling Holder.
Please provide us
       with your analysis regarding whether this Selling Holder is irrevocably
bound to
       purchase all of the 2,000,000 shares being registered for resale subject
only to the
       filing or effectiveness of the registration statement or other
conditions outside their
       control. For guidance, please refer to Securities Act Sections
Compliance and
       Disclosure Interpretation 134.01.
5.     In an appropriate section of the prospectus, please disclose the
material terms of the
       consent fee agreement or arrangement with the relevant Selling Holder,
as referenced
       in the preceding comment. Expand your disclosure to explain how this
agreement or
       arrangement works. Please file any documents memorializing the same as
an exhibit
       to the registration statement or tell us why you are not required to do
so.
Cover Page

6.     Refer to your disclosure on the cover page that you are registering the
resale of an
       additional 2,000,000 shares of Common Stock that you may issue to "a
Selling
       Holder" and 308,642 shares of Common Stock issued to "another Selling
Holder."
       Please revise your prospectus throughout, including the "Selling
Holders" section, to
       clarify the respective identities of these Selling Holders.
Selling Holders, page 9

7.     In the first paragraph on page 9, your disclosure indicates that up to
an aggregate
       22,308,642 shares of your common stock are issuable upon additional
advances under
       the SEPA. Please revise to reconcile with your disclosures elsewhere
(e.g., the cover
       page and page 3), which appear to indicate that up to an aggregate of
20,000,000
       shares are issuable to the Investor pursuant to the terms of the SEPA.
8.     We note your disclosure in the fourth paragraph on page 9 that "[e]xcept
as set forth
       below, the Selling Holders has [sic] not held any position or office, or
have otherwise
       had a material relationship, with us or any of our subsidiaries within
the past three
       years other than as a result of the ownership of our shares of Common
Stock or other
       securities." Please revise this section to provide clear disclosure
responsive to Item
       507 of Regulation S-K, including the nature of any position, office, or
other material
 November 1, 2024
Page 3

       relationship which any Selling Holder has had within the past three
years with you or
       any of your predecessors or affiliates.
9.     To the extent not currently disclosed, for each Selling Holder, briefly
describe the
       transactions from which they originally received their shares, including
the exemption
       from registration for the initial transaction and the date of the
transaction. Disclose the
       material terms of each transaction, including the number of shares
purchased in each
       transaction and the consideration paid (e.g., price paid per share), if
any. As
       appropriate, file as exhibits to your registration statement any
material agreements
       regarding these transactions, or tell us why you are not required to do
so.
10.    We note your disclosure on page 11 that, "Univest Securities, one of the
Selling
       Holders, is a broker-dealer which is a member firm of FINRA and receives
such
       shares via provision of services unrelated to the SEPA." Please revise
to identify all
       Selling Holders who are registered broker-dealers or affiliates of
broker-dealers.
       Additionally, tell us if the broker-dealer(s) received the securities to
be resold as
       underwriting compensation. Please note that a registration statement
registering the
       resale of shares being offered by broker-dealers must identify the
broker-dealers as
       underwriters if the shares were not issued as underwriting compensation.
With respect
       to any Selling Holder that is an affiliate of a broker-dealer, disclose
this status and
       state, if true, that: (i) the seller purchased the securities in the
ordinary course of
       business; and (ii) at the time of purchase of the securities you are
registering for
       resale, the seller had no agreements or understandings, directly or
indirectly, with any
       person to distribute the securities. If you are unable to make these
statements in the
       prospectus, please disclose that such Selling Holder is an underwriter.
11.    It appears from your Selling Holders table on page 9 that there are a
total of four
       Selling Holders in this offering. However, your disclosure elsewhere
appears to
       indicate that there are a total of three Selling Holders (see, e.g., the
cover page and
       page 3). Please revise to clarify or reconcile your disclosure, as
appropriate.
12.    Please revise your next amendment to fill in the extensive blanks and
incomplete
       information in the Selling Holders table and related footnotes.


        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
 November 1, 2024
Page 4

       Please contact Jessica Livingston at 202-551-3448 or David Lin at
202-551-3552 with
any questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Crypto
Assets
cc:   Joseph P. Galda