Generate Strategic Credit Master Fund I-B, L.P. and three affiliated entities jointly filed a Schedule 13G reporting shared beneficial ownership of 3,345,829 shares of Soluna Holdings, Inc. common stock, representing 9.99% of the class on a post-exercise basis. The shares are issuable upon exercise of warrants held by Generate Master Fund; a beneficial ownership limitation of 9.99% caps additional issuance and excludes 654,171 shares from this filing. The reporting group is organized in Delaware and states the filing is not an admission of beneficial ownership under Sections 13(d)/(g).
Positive
Transparent disclosure of a significant position (3,345,829 shares) and the relationships among reporting entities
Clear statement that the positions arise from exercisable warrants and the existence of a Beneficial Ownership Limitation (9.99%)
Negative
Potential dilution from exercise of 3,345,829 warrants, which could increase outstanding shares if exercised up to the 9.99% cap
Limited immediate control asserted by filers, but shared voting/dispositive power over a near-10% economic stake could still influence outcomes
Insights
TL;DR: A single investment group discloses a near-10% economic stake via exercisable warrants, which could affect float and voting if exercised.
The filing shows 3,345,829 shares issuable upon exercise of warrants held by Generate Strategic Credit Master Fund I-B, L.P., equal to 9.99% of outstanding common stock based on 30,145,958 shares reported as of August 8, 2025. The stated Beneficial Ownership Limitation prevents exercising into a larger percentage, and the group expressly disclaims beneficial ownership admission. For investors, this clarifies potential dilution from warrant exercise and identifies a concentrated position held across related entities.
TL;DR: Related entities jointly report shared voting/dispositive power over warrants converting to a near-10% stake; governance influence may be limited by the ownership cap.
The Schedule 13G is a passive ownership filing by affiliated Reporting Persons, each showing shared voting and dispositive power for 3,345,829 shares. The joint filing and explicit disclaimer under Rule 13d-4 indicate the group does not assert control. The 9.99% Beneficial Ownership Limitation and the fact that these are warrant-derived shares suggest limited immediate governance impact unless exercises occur within the cap.
FAQ
What stake does Generate Strategic Credit Master Fund I-B, L.P. hold in Soluna Holdings (SLNHP)?
The Reporting Persons disclose shared beneficial ownership of 3,345,829 shares, representing 9.99% of Soluna's common stock on a post-exercise basis.
Are the reported shares actual shares or issuable upon exercise of warrants?
The shares are issuable upon exercise of warrants held by Generate Master Fund and are presently exercisable.
Why does the filing exclude 654,171 shares from the reported amount?
Those shares are excluded due to a Beneficial Ownership Limitation of 9.99%, which caps the number of shares that may be issued upon exercise for reporting purposes.
Do the reporting persons claim they control Soluna Holdings?
No; the filing includes an explicit disclaimer that the Schedule 13G shall not be construed as an admission of beneficial ownership for purposes of Sections 13(d)/(g).
When was this Schedule 13G filed?
The signature dates on the filing are September 18, 2025.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Soluna Holdings, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per share
(Title of Class of Securities)
583543301
(CUSIP Number)
09/12/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
583543301
1
Names of Reporting Persons
Generate Strategic Credit Master Fund I-B, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,345,829.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,345,829.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
583543301
1
Names of Reporting Persons
Generate Strategic Credit Fund GP, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,345,829.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,345,829.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
583543301
1
Names of Reporting Persons
GCP Holdings I, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,345,829.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,345,829.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
583543301
1
Names of Reporting Persons
Generate Capital, PBC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
3,345,829.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
3,345,829.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,345,829.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
9.99 %
12
Type of Reporting Person (See Instructions)
CO
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Soluna Holdings, Inc.
(b)
Address of issuer's principal executive offices:
325 Washington Avenue Extension Albany, NY 12205
Item 2.
(a)
Name of person filing:
This Schedule 13G is being jointly filed, pursuant to a Joint Filing Agreement attached hereto as Exhibit 99.1, by the following entities, all of whom are together referred to herein as the "Reporting Persons":
(i) Generate Strategic Credit Master Fund I-B, L.P., a Delaware limited partnership ("Generate Master Fund");
(ii) Generate Strategic Credit Fund GP, L.P., a Delaware limited partnership ("Generate GP");
(iii) GCP Holdings I, LLC, a Delaware limited liability company ("GCP Holdings"); and
(iv) Generate Capital, PBC, a Delaware corporation ("Generate Capital").
Generate Master Fund is the record holder of the shares reported herein. Generate GP is the general partner of Generate Master Fund, GCP Holdings is the general partner of Generate GP and Generate Capital is the sole member of GCP Holdings. As a result of these relationships, each of these entities may be deemed to have or share beneficial ownership of the securities held of record by Generate Master Fund.
Information with respect to each Reporting Person is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information furnished by another Reporting Person. Pursuant to Rule 13d-4 of the Act, the Reporting Persons expressly declare that the filing of this schedule shall not be construed as an admission that any such person is, for the purposes of Section 13(d) and/or Section 13(g) of the Act or otherwise, the beneficial owner of any securities covered by this schedule held by any other person, and such beneficial ownership is expressly disclaimed.
(b)
Address or principal business office or, if none, residence:
The address of each of the Reporting Persons is:
c/o Generate Capital, PBC
560 Davis St., Suite 250
San Francisco, CA 94111
(c)
Citizenship:
Each of the Reporting Persons is an entity organized in Delaware.
(d)
Title of class of securities:
Common Stock, par value $0.001 per share
(e)
CUSIP No.:
583543301
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
The information required by Item 4 is set forth in Rows (5) - (11) of the cover page for each Reporting Person hereto and is incorporated herein by reference for each such Reporting Person. The shares reported herein includes 3,345,829 shares of common stock of the Issuer ("Common Stock") which may be purchased by exercising warrants ("Warrants") of the Issuer held by Generate Master Fund that are presently exercisable.
(b)
Percent of class:
The Warrants are subject to a beneficial ownership limitation of 9.99% of the number of shares of Common Stock outstanding immediately after giving effect to the issuance of the shares of Common Stock upon exercise of the Warrants (the "Beneficial Ownership Limitation"). As such, the amount reported herein does not include 654,171 shares of Common Stock, which are subject to the Beneficial Ownership Limitation.
The percentage set forth in Row 11 of the cover page is based on 30,145,958 shares of Common Stock outstanding as of August 8, 2025, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 14, 2025, and 3,345,829 shares of Common Stock issuable upon exercise of the Warrants, which due to the Beneficial Ownership Limitation is the maximum number of shares of Common Stock that would be issued upon exercise of the Warrants.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Each Reporting Person may have been deemed to have had sole power to vote or to direct the vote of 0 shares of Common Stock.
(ii) Shared power to vote or to direct the vote:
Each Reporting Person may have been deemed to have had shared power to vote or to direct the vote of 3,345,829 shares of Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
Each Reporting Person may have been deemed to have had sole power to dispose or to direct the disposition of 0 shares of Common Stock.
(iv) Shared power to dispose or to direct the disposition of:
Each Reporting Person may have been deemed to have had shared power to dispose or to direct the disposition of 3,345,829 shares of Common Stock.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
