{"url_path":"/sec/gree/8-k/2026-07-20/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","accession_number":"0001193805-26-000990","cik":"0001844971","ticker":"GREE","issuer_name":"Vulcan Infrastructure & Power Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1844971/0001193805-26-000990-index.html","primary_entity_key":"0001844971","primary_entity_name":"Vulcan Infrastructure & Power Inc."},"word_count":244,"has_tables":true,"body_markdown":"** **\n\n**Item 3.02. Unregistered Sales of Equity Securities.**\n\n \n\nThe information contained\nin Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 3.02. The PIPE Shares, Sponsor Incentive\nShares, MIG Convertible Note, MIG Conversion Shares, MIG Warrant and MIG Warrant Shares are being offered and sold by the Company in reliance\nupon an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), afforded\nby Section 4(a)(2) thereof and/or Regulation D promulgated thereunder. Each of MIG, Atlas and the Other Investors represented that they\nare “accredited investors” as defined in Rule 501(a) under the Securities Act.\n\n \n\nAs of the date of this Current\nReport on Form 8-K, the Company has not issued any PIPE Shares, any Sponsor Incentive Shares, the MIG Convertible Note, any MIG Conversion\nShares, the MIG Warrant or any MIG Warrant Shares. Subject to the satisfaction or waiver of the applicable closing conditions, the Company\nexpects to issue the PIPE Shares, MIG Convertible Note and MIG Warrant at the closing of the PIPE Transaction. The MIG Conversion Shares\nwill be issued only upon conversion of the MIG Convertible Note in accordance with its terms, the MIG Warrant Shares will be issued only\nupon exercise of the MIG Warrant in accordance with its terms, and the Sponsor Incentive Shares will be issued only if and when earned\nand issued pursuant to the Sponsor Incentive under the applicable Investor Rights Agreement."}