SOLUNA HOLDINGS, INC.
325 Washington Avenue Extension
Albany, New York 12205
February 11, 2022
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F. Street, N.E.
Washington, D.C. 20549
ATTN: Alexandra Barone
| Re: | Soluna Holdings, Inc. | |
| Registration Statement on Form S-3 | ||
| File Number 333-262594 | ||
| Request for Acceleration of Effectiveness |
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended, Soluna Holdings, Inc. (the “Registrant”) hereby requests acceleration of the registration statement on Form S-3 (File No. 333-262594) to February 15, 2022, or as soon as practicable thereafter.
In connection with this request, the Registrant acknowledges that:
| • | should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; |
| • | the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and |
| • | the Registrant may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Please contact our legal counsel, Penny Somer-Greif, of Baker, Donelson, Bearman, Caldwell & Berkowitz, PC, at (410) 862-1141, if you have any questions concerning this request.
| Very truly yours, | ||
| Soluna Holdings, Inc. | ||
| By: | /s/ Michael Toporek | |
| Name: | Michael Toporek | |
| Title: | Chief Executive Officer | |
