{"filing":{"accession_number":"0001193805-26-000990","cik":"0001844971","ticker":"GREEL","company_name":"Vulcan Infrastructure \u0026 Power Inc.","form":"8-K","filing_date":"2026-07-20","report_date":null,"primary_document":"e665662_8k-vulcan.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1844971/000119380526000990/e665662_8k-vulcan.htm"},"events":[{"id":18876,"run_id":16979,"accession_number":"0001193805-26-000990","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.9,"summary":"Vulcan Infrastructure \u0026 Power Inc. completed a $39.4 million PIPE transaction consisting of $29.4 million in Class A common stock issued at $1.71 per share to institutional and insider investors (Machine Investment Group, Atlas Holdings, Conversant Capital), plus a $10 million convertible note and warrants. The company will use proceeds to redeem approximately $33 million of outstanding senior notes due October 2026.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17816,"accession_number":"0001193805-26-000990","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a PIPE transaction involving the issuance of approximately 17.1 million shares of Class A common stock at $1.71 per share, plus a $10 million convertible note and warrants, for aggregate proceeds of $39.4 million. While this is technically a \"material definitive agreement\" under Item 1.01, the core economic event is a substantial dilutive equity issuance to raise capital. The company explicitly states it will use proceeds to redeem $33 million of outstanding debt, positioning this as a capital raise and refinancing. The dilutive nature—new shares issued at market price to external investors—and the scale (17.1M shares plus conversion and warrant shares) make dilutive_issuance the most precise classification, though ma_activity could apply if the transaction is viewed as a change-of-control event given the board reconstitution and investor rights granted to MIG and Atlas.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17819,"accession_number":"0001193805-26-000990","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities under Section 4(a)(2) and Regulation D, including $29.4 million of Class A common stock at $1.71/share, a $10 million convertible note convertible at $2.13/share, and warrants. This is a classic private placement (PIPE) by accredited investors (Machine Investment Group, Atlas Holdings, Conversant Capital, and insiders) that will dilute existing shareholders. The filing explicitly references incorporation of Item 1.01 details and describes the securities as being offered in reliance on exemptions from Securities Act registration requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""},{"id":17823,"accession_number":"0001193805-26-000990","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a $39.4 million strategic investment consisting of $29.4 million in Class A common stock issuance at $1.71 per share and $10 million in 10% secured convertible notes convertible at $2.13 per share, plus warrants. This is a dilutive equity issuance by a publicly traded company raising capital through a PIPE-like transaction with institutional investors (Machine Investment Group, Atlas Holdings, Conversant Capital). The proceeds are earmarked to redeem approximately $33 million of senior notes due October 2026, strengthening the balance sheet while diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18877,"run_id":16979,"accession_number":"0001193805-26-000990","anchor_item_number":"2.03","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"The company issued $10 million principal amount of 10% secured convertible notes to Machine Investment Group, convertible into Class A common stock at $2.13 per share with a three-year warrant, creating a new direct financial obligation on the balance sheet.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17817,"accession_number":"0001193805-26-000990","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation: a $10 million principal amount of 10% secured convertible notes issued to Machine Investment Group, convertible into Class A common stock at $2.13 per share with a three-year warrant. This is a new debt issuance, distinct from the concurrent equity raise ($29.4 million in common stock). The convertible note structure creates a direct financial obligation on the balance sheet, making debt_issuance the primary event type, though the filing also references use of proceeds to redeem existing senior notes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18878,"run_id":16979,"accession_number":"0001193805-26-000990","anchor_item_number":"5.07","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"summary":"Stockholders approved by written consent on July 19, 2026, the issuance of PIPE shares, convertible notes, warrants, and sponsor incentive shares under Nasdaq Rule 5635(b), and the adoption of a new equity plan under Nasdaq Rule 5635(c).","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17822,"accession_number":"0001193805-26-000990","item_number":"5.07","item_title":"Submission of Matters to a Vote","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses stockholder consent results obtained on July 19, 2026, approving two material matters: (i) issuance of PIPE shares, convertible notes, warrants, and sponsor incentive shares under Nasdaq Rule 5635(b), and (ii) adoption of a new equity plan under Nasdaq Rule 5635(c). The filing explicitly states the Stockholder Consent was received from holders of a majority voting power and describes the specific matters approved, which is the core disclosure required under Item 5.07 for shareholder vote results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":18879,"run_id":16979,"accession_number":"0001193805-26-000990","anchor_item_number":"5.03","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"summary":"The company changed its name from Greenidge Generation Holdings, Inc. to Vulcan Infrastructure and Power Inc. and amended its Certificate of Incorporation and Bylaws to reflect the new corporate name.","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20","form":"8-K","submitted_at":null,"items":[{"id":17821,"accession_number":"0001193805-26-000990","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure centers on routine corporate governance amendments: a name change from \"Greenidge Generation Holdings, Inc.\" to \"Vulcan Infrastructure and Power Inc.\" and corresponding bylaw amendments to reflect the new name. While the company is simultaneously undertaking a material capital raise and debt redemption (disclosed elsewhere in the 8-K), the Item 5.03 section itself addresses only the mechanical amendments to the Certificate of Incorporation and Bylaws, which are administrative in nature and do not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":17816,"accession_number":"0001193805-26-000990","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"The filing discloses a PIPE transaction involving the issuance of approximately 17.1 million shares of Class A common stock at $1.71 per share, plus a $10 million convertible note and warrants, for aggregate proceeds of $39.4 million. While this is technically a \"material definitive agreement\" under Item 1.01, the core economic event is a substantial dilutive equity issuance to raise capital. The company explicitly states it will use proceeds to redeem $33 million of outstanding debt, positioning this as a capital raise and refinancing. The dilutive nature—new shares issued at market price to external investors—and the scale (17.1M shares plus conversion and warrant shares) make dilutive_issuance the most precise classification, though ma_activity could apply if the transaction is viewed as a change-of-control event given the board reconstitution and investor rights granted to MIG and Atlas.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17817,"accession_number":"0001193805-26-000990","item_number":"2.03","item_title":"Creation of a Direct Financial Obligation","event_type":"debt_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"reasoning":"Item 2.03 discloses creation of a direct financial obligation: a $10 million principal amount of 10% secured convertible notes issued to Machine Investment Group, convertible into Class A common stock at $2.13 per share with a three-year warrant. This is a new debt issuance, distinct from the concurrent equity raise ($29.4 million in common stock). The convertible note structure creates a direct financial obligation on the balance sheet, making debt_issuance the primary event type, though the filing also references use of proceeds to redeem existing senior notes.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17819,"accession_number":"0001193805-26-000990","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses unregistered sales of equity securities under Section 4(a)(2) and Regulation D, including $29.4 million of Class A common stock at $1.71/share, a $10 million convertible note convertible at $2.13/share, and warrants. This is a classic private placement (PIPE) by accredited investors (Machine Investment Group, Atlas Holdings, Conversant Capital, and insiders) that will dilute existing shareholders. The filing explicitly references incorporation of Item 1.01 details and describes the securities as being offered in reliance on exemptions from Securities Act registration requirements.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17820,"accession_number":"0001193805-26-000990","item_number":"5.02","item_title":"Departure of Directors or Certain","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.65,"reasoning":"The filing discloses a $39.4 million strategic investment consisting of $29.4 million in Class A common stock issuance at $1.71 per share plus $10 million in 10% secured convertible notes convertible at $2.13 per share with warrants. While the Item 5.02 section focuses on director departures and equity plan amendments, the core material transaction is a dilutive private placement (PIPE-like structure) to raise capital. The convertible notes and warrants create additional dilution potential. However, the filing also contains elements of debt refinancing (redeeming $33M of 8.50% senior notes) and strategic repositioning, making this a complex multi-faceted event where dilutive issuance is the most prominent equity-related disclosure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17821,"accession_number":"0001193805-26-000990","item_number":"5.03","item_title":"Amendments to Articles of Incorporation","event_type":"governance_other","event_domain":"governance","is_material":false,"confidence":0.75,"reasoning":"The Item 5.03 disclosure centers on routine corporate governance amendments: a name change from \"Greenidge Generation Holdings, Inc.\" to \"Vulcan Infrastructure and Power Inc.\" and corresponding bylaw amendments to reflect the new name. While the company is simultaneously undertaking a material capital raise and debt redemption (disclosed elsewhere in the 8-K), the Item 5.03 section itself addresses only the mechanical amendments to the Certificate of Incorporation and Bylaws, which are administrative in nature and do not independently affect investor assessment of the registrant's financial condition or operations.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17822,"accession_number":"0001193805-26-000990","item_number":"5.07","item_title":"Submission of Matters to a Vote","event_type":"shareholder_vote_results","event_domain":"governance","is_material":true,"confidence":0.95,"reasoning":"Item 5.07 discloses stockholder consent results obtained on July 19, 2026, approving two material matters: (i) issuance of PIPE shares, convertible notes, warrants, and sponsor incentive shares under Nasdaq Rule 5635(b), and (ii) adoption of a new equity plan under Nasdaq Rule 5635(c). The filing explicitly states the Stockholder Consent was received from holders of a majority voting power and describes the specific matters approved, which is the core disclosure required under Item 5.07 for shareholder vote results.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"},{"id":17823,"accession_number":"0001193805-26-000990","item_number":"8.01","item_title":"Other Events.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a $39.4 million strategic investment consisting of $29.4 million in Class A common stock issuance at $1.71 per share and $10 million in 10% secured convertible notes convertible at $2.13 per share, plus warrants. This is a dilutive equity issuance by a publicly traded company raising capital through a PIPE-like transaction with institutional investors (Machine Investment Group, Atlas Holdings, Conversant Capital). The proceeds are earmarked to redeem approximately $33 million of senior notes due October 2026, strengthening the balance sheet while diluting existing shareholders.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-20T21:19:00.288952+00:00","company_name":"Vulcan Infrastructure \u0026 Power Inc.","ticker":"GREEL","filing_date":"2026-07-20"}]}