{"url_path":"/sec/gree/8-k/2026-07-20/item-8-01","section_key":"item-8-01","section_title":"Item 8.01 Other Events.**","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":986,"has_tables":true,"body_markdown":"**Item 8.01. Other Events.**\n\n \n\nOn July 20, 2026, the Company\nissued a press release announcing the PIPE Transaction, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and\nincorporated herein by reference.\n\n** **\n\n**No Offer to Sell or Solicit**\n\n** **\n\nThis Current Report on Form\n8-K is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any of the securities\ndescribed herein, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale\nwould be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.\n\n \n\n**No Notice of Redemption**\n\n \n\nThis Current Report on Form\n8-K does not constitute a notice of redemption with respect to the Company’s outstanding Senior Notes under the indenture and supplemental\nindenture governing the Senior Notes and does not create any obligation on the part of the Company to redeem any of the Senior Notes or\nto issue any notice of redemption. Any redemption of the Senior Notes, if effected, will be made only in accordance with, and subject\nto the terms and conditions of, the indenture and supplemental indenture governing the Senior Notes, including the applicable notice requirements\nand satisfaction of any conditions precedent to such redemption.\n\n \n\n**Additional Information about the PIPE Transaction\nand Where to Find It**\n\n \n\nIn connection with the PIPE\nTransaction, the Company will file with the SEC the Information Statement, which will contain the information with respect to the PIPE\nTransaction required by Schedule 14C promulgated under the Exchange Act and will describe the PIPE Transaction. When completed, the Information\nStatement will be mailed to the Company’s stockholders. This Current Report on Form 8-K is not intended to be, and is not, a substitute\nfor the Information Statement or for any other document that the Company may file with the SEC in connection with the proposed transaction.\nTHE COMPANY’S STOCKHOLDERS ARE URGED TO CAREFULLY READ ALL RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, INCLUDING THE INFORMATION\nSTATEMENT, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS THERETO AND ANY OTHER RELEVANT DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH\nTHE PIPE TRANSACTION, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE PIPE TRANSACTION.\n\n \n\n \n\n \n\n \n\nThe Company’s stockholders\nmay obtain copies of these documents and other documents filed by the Company with the SEC free of charge through the website maintained\nby the SEC at www.sec.gov or from the Company’s website, www.greenidge.com, under the heading “Investors.”\n\n \n\nNEITHER THE SEC NOR ANY STATE\nSECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE PIPE TRANSACTION DESCRIBED IN THIS CURRENT REPORT ON FORM 8-K, PASSED UPON\nTHE MERITS OR FAIRNESS OF THE TRANSACTION OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS CURRENT REPORT ON FORM 8-K.\nANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.\n\n \n\n**Cautionary Note Regarding Forward-Looking Statements**\n\n \n\nThis Current Report on Form\n8-K, including Exhibit 99.1 attached hereto, includes certain statements that may constitute “forward-looking statements”\nwithin the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical\nfact are forward-looking statements for purposes of federal and state securities laws. These forward-looking statements involve uncertainties\nthat could significantly affect the Company’s financial or operating results. These forward-looking statements may be identified\nby terms such as “anticipate,” “believe,” “continue,” “foresee,” “expect,”\n“intend,” “plan,” “may,” “will,” “would,” “could,” and “should,”\nand the negative of these terms or other similar expressions. Forward-looking statements are based on current beliefs and assumptions\nthat are subject to risks and uncertainties and are not guarantees of future performance. Forward-looking statements in this Current Report\non Form 8-K include, among other things, statements regarding the Company’s AI/HPC transition, the PIPE Transaction described herein,\nincluding the proposed timing and steps contemplated in respect of the PIPE Transaction and approvals with respect thereto, and the use\nof proceeds from the PIPE Transaction, as well as the business plan, business strategy and operations of the Company in the future. In\naddition, all statements that address operating performance and future performance, events or developments that are expected or anticipated\nto occur in the future are forward-looking statements. Forward-looking statements are subject to a number of risks, uncertainties and\nassumptions. Matters and factors that could cause actual results to differ materially from those expressed or implied in such forward-looking\nstatements include but are not limited to the matters and factors described in Part I, Item 1A. “Risk Factors” of the Company’s\nAnnual Report on Form 10-K for the year ended December 31, 2025, as may be amended from time to time, its subsequently filed Quarterly\nReports on Form 10-Q and its other filings with the SEC. Consequently, all of the forward-looking statements made in this Current Report\non Form 8-K are qualified by the information contained under this caption. No assurance can be given that these are all of the factors\nthat could cause actual results to vary materially from the forward-looking statements in this Current Report on Form 8-K. Undue reliance\nshould not be placed on these forward-looking statements. No assurances can be given that any of the events anticipated by the forward-looking\nstatements will transpire or occur, or if any of them do occur, the actual results, performance, or achievements of the Company could\ndiffer materially from the results expressed in, or implied by, any forward-looking statements. All forward-looking statements speak only\nas of the date of this Current Report on Form 8-K and, unless otherwise required by U.S. federal securities laws, the Company does not\nassume any duty to update or revise any forward-looking statements included in this Current Report on Form 8-K, whether as a result of\nnew information, the occurrence of future events, uncertainties or otherwise, after the date hereof."}