SCHEDULE 13G: Investment Funds Disclose 9.99% Stake in Soluna Holdings, Confirming Standby Equity Purchase Agreement

Multiple investment entities, including YA II PN, Ltd., have disclosed a collective 9.99% beneficial ownership in Soluna Holdings, Inc., stemming from a previously established Standby Equity Purchase Agreement.

Summary

• YA II PN, Ltd. and its affiliates, including YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, and Mark Angelo, collectively reported beneficial ownership of 1,059,641 shares of Soluna Holdings, Inc. Common Stock.
• This represents 9.99% of the outstanding class of Soluna Holdings, Inc. Common Stock.
• The ownership is primarily due to a Standby Equity Purchase Agreement (SEPA) entered into on August 12, 2024, where Soluna Holdings has the option to sell up to $25 million of its Common Stock to YA II PN, Ltd.
• Under the SEPA, YA II PN, Ltd. is obligated to purchase these shares, subject to terms and conditions.
• A key condition of the SEPA prevents the issuance and sale of shares if it would cause YA II PN, Ltd. and its affiliates to exceed 9.99% beneficial ownership of Soluna Holdings' outstanding Common Stock.

Sentiment

Score: 5

Explanation: Neutral. This is a factual disclosure of beneficial ownership and a financing agreement. It doesn't inherently convey positive or negative sentiment about the company's performance, but rather confirms a funding mechanism.

Risks

• The 9.99% beneficial ownership cap under the Standby Equity Purchase Agreement (SEPA) limits the extent to which YA II PN, Ltd. can acquire additional shares, potentially capping future funding from this specific agreement if the company's share count increases significantly.

Future Outlook

The Standby Equity Purchase Agreement provides Soluna Holdings, Inc. with an option to sell up to $25 million of its Common Stock to YA II PN, Ltd. in the future, subject to the terms and conditions of the agreement, including a 9.99% beneficial ownership cap.

Industry Context

This filing indicates a significant investment by institutional funds in Soluna Holdings, Inc., a company likely operating in a capital-intensive sector given the nature of the Standby Equity Purchase Agreement. Such agreements are common financing tools for companies seeking flexible access to capital, particularly in growth-oriented or volatile industries.

Related Party Transactions

• YA II PN, Ltd. is beneficially owned by YA Global Investments II (U.S.), LP (YA Feeder).
• Yorkville Advisors Global, LP (YA Advisor) is the investment manager to YA II PN, Ltd.
• Yorkville Advisors Global II, LLC (YA Advisor GP) is the general partner to the YA Advisor.
• YAII GP, LP (YA GP) is the general partner to the YA Feeder.
• YAII GP II, LLC (Yorkville GP) is the general partner to the YA GP.
• Mark Angelo makes investment decisions on behalf of YA II PN, Ltd.
• YAII GP, LP is the general partner of SC-Sigma Global Partners, LP (SC-Sigma), which is an investor in YA II PN, Ltd.
• All listed reporting persons (YA II PN, Ltd., YA Global Investments II (U.S.), LP, Yorkville Advisors Global, LP, Yorkville Advisors Global II, LLC, YAII GP, LP, YAII GP II, LLC, Mark Angelo, SC-Sigma Global Partners, LP) are deemed affiliates of each other for the purpose of this filing.

Stakeholder Impact

• Shareholders: Potential for dilution if Soluna Holdings, Inc. exercises its option to sell additional shares under the Standby Equity Purchase Agreement.
• Company (Soluna Holdings, Inc.): Gains access to a flexible capital source of up to $25 million, which can support operations or strategic initiatives.

Next Steps

• Soluna Holdings, Inc. may exercise its option to sell additional Common Stock to YA II PN, Ltd. under the Standby Equity Purchase Agreement, up to the $25 million limit and subject to the 9.99% ownership cap.

Key Dates

Keywords

Soluna Holdings Inc., YA II PN Ltd., Schedule 13G, Beneficial Ownership, Common Stock, Standby Equity Purchase Agreement, SEPA, Investment, Equity Financing, Yorkville Advisors, Mark Angelo