| (1) |
Pursuant
to Rule 457(c) under the Securities Act of 1933, as amended (the “Securities Act”), and solely for the purpose of calculating
the registration fee, the proposed maximum offering price per share is the average of the high and low prices reported for the registrant’s
common stock, par value $0.001 per share (“Common Stock”), quoted on The Nasdaq Capital Market on October 22, 2025. |
| (3) |
Consists
of (i) 1,000,000 shares of Common Stock issued to the selling stockholder, and (ii) up to 2,500,000 shares of Common Stock underlying
the secured promissory note issued to the selling stockholder (f/k/a Green Cloud Holdings, LLC) on June 20, 2024, in a principal
amount equal to $12.5 million, pursuant to that certain Modification Agreement, dated March 21, 2025, by and between Soluna
AL CloudCo, LLC, Soluna Cloud, Inc., the registrant, and the selling stockholder. |