Amended Statement of Ownership (sc 13g/a)
February 16 2023 - 6:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
UNDER
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment
No. 2) *
Soluna
Holdings, Inc.
(Name
of Issuer)
Common
Stock
(Title
of Class of Securities)
583543103
(CUSIP
Number)
December
31, 2022
(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)
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover
page.
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
2 of 8 |
| 1 |
NAME
OF REPORTING PERSONS
Brookstone
Partners IAC, Inc. |
| 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
New
York |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
0
|
| 6 |
SHARED
VOTING POWER
3,750,000
shares
|
| 7 |
SOLE
DISPOSITIVE POWER
0
|
| 8 |
SHARED
DISPOSITIVE POWER
3,750,000
shares
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000
shares |
| 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)
20.1%*
|
| 12 |
TYPE
OF REPORTING PERSON (See Instructions)
IA;
CO |
| * |
Percentage
reported is based on 18,694,206 shares of Common Stock outstanding as of December 31, 2022 as provided by the Issuer. |
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
3 of 8 |
| 1 |
NAME
OF REPORTING PERSONS
Brookstone
Partners Acquisition XXIV, 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
|
| 6 |
SHARED
VOTING POWER
3,750,000
shares
|
| 7 |
SOLE
DISPOSITIVE POWER
0
|
| 8 |
SHARED
DISPOSITIVE POWER
3,750,000
shares
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,750,000
shares |
| 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)
20.1%*
|
| 12 |
TYPE
OF REPORTING PERSON (See Instructions)
OO
|
| * |
Percentage
reported is based on 18,694,206 shares of Common Stock outstanding as of December 31, 2022 as provided by the Issuer. |
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
4 of 8 |
| 1 |
NAME
OF REPORTING PERSONS
Matthew
E. Lipman |
| 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
USA |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
141,495
shares
|
| 6 |
SHARED
VOTING POWER
3,750,000
shares
|
| 7 |
SOLE
DISPOSITIVE POWER
141,495
shares
|
| 8 |
SHARED
DISPOSITIVE POWER
3,750,000
shares
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,891,495
shares |
| 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)
20.8%*
|
| 12 |
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
| * |
Percentage
reported is based on 18,694,206 shares of Common Stock outstanding as of December 31, 2022 as provided by the Issuer. |
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
5 of 8 |
| 1 |
NAME
OF REPORTING PERSONS
Michael
Toporek |
| 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
USA |
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH |
5 |
SOLE
VOTING POWER
194,634
shares
|
| 6 |
SHARED
VOTING POWER
3,750,000
shares
|
| 7 |
SOLE
DISPOSITIVE POWER
194,634
shares
|
| 8 |
SHARED
DISPOSITIVE POWER
3,750,000
shares
|
| 9 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,944,634
shares |
| 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)
21.1%*
|
| 12 |
TYPE
OF REPORTING PERSON (See Instructions)
IN
|
| * |
Percentage
reported is based on 18,694,206 shares of Common Stock outstanding as of December 31, 2022 as provided by the Issuer. |
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
6 of 8 |
| Item 1 (a). |
Name of Issuer: |
Soluna Holdings, Inc. |
| Item
1 (b). | Address
of Issuer’s Principal Executive Offices: |
325
Washington Avenue Extension
Albany,
NY 12205
| Item 2
(a). |
Name of Person Filing:
|
Brookstone
Partners IAC, Inc. (“Brookstone IAC”)
Brookstone
Partners Acquisition XXIV, LLC (“Brookstone XXIV”)
Matthew
E. Lipman
Michael
Toporek
Each
of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” This Schedule
13G is being filed jointly by the Reporting Persons pursuant to an agreement of joint filing, a copy of which was filed with the Reporting
Persons’ initial statement on Schedule 13G.
Brookstone
IAC is the Manager of Brookstone XXIV and may be deemed to beneficially own the 3,750,000 shares of Common Stock owned directly by Brookstone
XXIV. Matthew E. Lipman is Secretary of Brookstone IAC and Michael Toporek is President of Brookstone IAC and are deemed to share voting
and dispositive power with respect to the shares of Common Stock owned directly by Brookstone XXIV. The filing of this statement shall
not be construed as an admission that any of the Reporting Persons is the beneficial owner of any securities covered by the statement
other than the securities directly owned by such person.
| Item
2 (b). | Address
of Principal Business Office or, if none, Residence: |
The
address of the principal business office of each of the Reporting Persons is 232 Madison Avenue, Suite 600, New York, New York 10016.
Brookstone
IAC is a New York corporation.
Brookstone
XXIV is a Delaware limited liability company.
Each
of Matthew E. Lipman and Michael Toporek is a citizen of the United States of America.
| Item 2
(d). |
Title of Class of Securities:
Common Stock, par value $0.001 per share. |
| Item 2
(e). |
CUSIP Number: 583543103 |
| 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: Not applicable. |
| |
(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 |
| |
(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 association 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); |
| |
(k) |
☐ |
Group,
in accordance with §240.13d-1(b)(1)(ii)(K). |
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
7 of 8 |
(a)
Amount beneficially owned:
As
of December 31, 2022, (i) Brookstone XXIV directly owned 3,750,000 shares; (ii) Brookstone IAC may be deemed to beneficially own 3,750,000
shares by virtue of its shared voting and investment power over the shares directly owned by Brookstone XXIV; (iii) Mr. Lipman may be
deemed to beneficially own 3,891,495 shares, including (a) 14,100 shares directly owned; (b) 15,170 restricted stock units, which vested
and were settled into shares of common stock on January 23, 2023; (c) vested options to purchase 112,225 shares and (d) 3,750,000 shares
indirectly owned by virtue of his position as a control person of Brookstone IAC; and (iv) Mr. Toporek may be deemed to beneficially
own 3,944,634 shares, including (a) 20,467 shares directly owned, (b) vested options to purchase 174,167 shares and (c) 3,750,000 shares
indirectly owned by virtue of his position as a control person of Brookstone IAC.
(b)
Percent of class: 20.1% for each of Brookstone IAC and Brookstone XXIV; 20.8% for Mr. Lipman; 21.1% for Mr. Toporek.
(c)
For information on voting and dispositive power with respect to the above listed shares, see Items 5, 6, 7, and 8 on the Cover Pages.
| Item
5. | Ownership
of Five Percent or Less of a Class |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
Not
applicable.
| Item
6. | Ownership
of More than Five 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.
Not
applicable.
| CUSIP
NO. 583543103 |
|
Schedule
13G |
|
Page
8 of 8 |
SIGNATURE
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Dated
this _15th_ day of February, 2023
| |
Brookstone
Partners IAC, Inc. |
| |
|
| |
By:
|
/s/Matthew
E. Lipman |
| |
Name:
|
Matthew
E. Lipman |
| |
Title:
|
Secretary |
| |
Brookstone
Partners Acquisition XXIV, LLC |
| |
|
| |
By:
|
/s/Matthew
E. Lipman |
| |
Name: |
Matthew
E. Lipman |
| |
Title:
|
Manager |
| |
/s/Matthew
E. Lipman |
| |
Matthew
E. Lipman |
| |
/s/Michael
Toporek |
| |
Michael
Toporek |
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