Vulcan Infrastructure & Power Inc.

Current report

If we are unable to complete the PIPE Transaction, we may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, which could materially and adversely affect our financial condition and our ability to continue as a going concern.

Current report

On July 19, 2026, we entered into subscription agreements for the PIPE Transaction, which is expected to provide us with aggregate gross proceeds of approximately$39.4 million. Subject to closing of the PIPE Transaction, we intend to use the net proceeds from the PIPE Transaction to redeem the remaining approximately $33.1 million in aggregate principal amount of our outstanding Senior Notes, with any remaining net proceeds to be used for general corporate purposes, including funding the predevelopment of our operations located in Dresden, New York and Columbus, Mississippi.

Current report

The PIPE Transaction has not closed, and we have not received any proceeds from the PIPE Transaction. The closing of the PIPE Transaction is subject to the satisfaction or waiver of a number of conditions, including Nasdaq listing approval for the PIPE Shares, MIG Conversion Shares and MIG Warrant Shares, execution and delivery of the investor rights agreements and other ancillary agreements, delivery of the security agreements, subsidiary guaranties and other collateral documents relating to the MIG Convertible Note, and our receipt of aggregate gross proceeds of not less than $30.0 million. In addition, although our stockholders holding a majority of the voting power of our then-outstanding capital stock approved the PIPE Issuance on July 19, 2026, such approval will not become effective until at least 20 calendar days after our Definitive Information Statement on Schedule 14C is first sent or given to our stockholders after we file it with the SEC. Certain of these conditions are outside our control, and we cannot assure you that they will be satisfied or waived in a timely manner or at all.

Current report

Each subscription agreement may be terminated prior to closing by mutual written consent of the respective parties thereto, in certain circumstances involving an uncured material breach as provided therein, or if the PIPE Transaction has not closed by October 10, 2026, subject to certain exceptions. The Senior Notes mature on October 31, 2026. Accordingly, if the PIPE Transaction is not completed by October 10, 2026, or is otherwise materially delayed, we would have limited time to obtain alternative financing, negotiate an extension or restructuring of the Senior Notes, dispose of assets or pursue other alternatives before the Senior Notes become due.

Current report

Our existing liquidity and projected operating cash flows may not be sufficient to repay the Senior Notes at maturity. There can be no assurance that alternative financing or restructuring transactions would be available when needed or on terms acceptable to us. Any alternative financing could involve the issuance of additional equity or equity-linked securities on highly dilutive terms, the incurrence of additional secured indebtedness, the sale of material assets or other terms unfavorable to us and our stockholders. If we are unable to complete the PIPE Transaction or otherwise obtain sufficient financing or take other actions to satisfy the Senior Notes when due, we could default on our obligations, be required to pursue a restructuring or seek protection under applicable bankruptcy laws. Any such event could materially and adversely affect our business, financial condition, results of operations, prospects and the value of our securities.

Current report

If completed, the PIPE Transaction would result in substantial dilution to our existing stockholders and would provide certain investors with significant governance and other rights that may influence the management and strategic direction of the Company.

Current report

Upon the closing of the PIPE Transaction, we will issue to the PIPE Investors an aggregate of 17,146,190 PIPE Shares. We will also issue to MIG the $10.0 million MIG Convertible Note that will be convertible, following receipt of required regulatory approvals pursuant to the MIG subscription agreement, into shares of our Class A common stock at an initial conversion price of $2.1375 per share, and the MIG Warrant to purchase 1,754,386 shares of Class A common stock at an initial exercise price of $1.71 per share. Because interest under the MIG Convertible Note will be paid in kind and added to its outstanding principal amount of the MIG Convertible Note, the number of shares issuable upon conversion will increase over time. The issuance of the PIPE Shares and any shares issued upon conversion of the MIG Convertible Note, exercise of the MIG Warrant or pursuant to other certain sponsor incentive arrangements contemplated by the investor rights agreements to be entered into in connection with the closing of the PIPE Transaction will substantially dilute the voting power and economic interests of our existing stockholders.

Current report

Based on 15,400,548 shares of Class A common stock outstanding as of July 17, 2026, which was the record date established by our Board for purposes of stockholder approval of the issuance of the PIPE Securities, the issuance of the 17,146,190 PIPE Shares would increase the number of outstanding shares of Class A common stock by approximately 111%. In addition, we may issue 4,678,362 additional shares of Class A common stock upon conversion of the $10.0 million principal amount of the MIG Convertible Note at the initial conversion price of $2.1375 per share (subject to increase as a result of PIK interest and adjustment as provided therein) and 1,754,386 additional shares of Class A common stock upon exercise of the MIG Warrant, subject to certain conditions on conversion or exercise as provided therein. On a pro forma basis after giving effect to the issuance of the PIPE Shares, the MIG Conversion Shares, the MIG Warrant Shares and the anticipated conversion of our outstanding Class B common stock (which is expected to occur on September 14, 2026), MIG would beneficially own approximately 22.4% of our outstanding Class A common stock and would have the greatest voting power among our stockholders.

Current report

In addition, upon the closing of the PIPE Transaction, we have agreed to reconstitute our Board such that it will consist of ten directors, consisting of four directors nominated by Atlas Holdco, two independent directors identified by MIG, one independent director identified by Atlas Holdco, our Chief Executive Officer and two independent directors identified by us, one of whom, subject to the terms of the Conversant subscription agreement, will be nominated by Conversant. On the date the regulatory approvals required by the MIG subscription agreement have been obtained, we have agreed to further reconstitute our Board such that it will consist of eight directors, consisting of one director nominated by MIG, one director nominated by Atlas Holdco, our Chief Executive Officer, two independent directors identified by MIG, one independent director identified by Atlas Holdco and two independent directors identified by us, one of whom, subject to the terms and conditions of the Conversant subscription agreement, will be nominated by Conversant. MIG, Atlas and Conversant will thereafter have continuing Board nomination rights subject to specified ownership thresholds and other conditions. MIG and Atlas will also have non-voting Board observer rights and, subject to applicable ownership thresholds, the right to designate one member each to a two-member Capital Committee of the Board.

Current report

The PIPE Investors will also receive pro rata participation rights in certain future issuances and certain registration rights. In addition, MIG and Atlas will have the right to receive certain project-level acquisition fees and/or promote incentives, which may be paid in cash or shares of our Class A common stock, in connection with services relating to identifying potential powered land acquisition opportunities and prospective tenants. Although any such arrangements must be on arm’s-length terms, consistent with market practice and approved by a majority of our independent and disinterested directors and, where applicable, our Audit Committee, they may create actual or perceived conflicts of interest.

Current report

The interests of these investors may differ from or conflict with the interests of our other stockholders. Their influence could affect, among other matters, the composition of our Board, financings, acquisitions, dispositions, investments and other strategic transactions. Their contractual participation and similar rights could also affect our ability to raise capital from other investors or the terms on which additional capital may be available.

Current report

In addition, the registration rights granted in connection with the PIPE Transaction may facilitate future resales of a substantial number of shares of our Class A common stock. Actual or anticipated sales of these shares, or the perception that substantial sales may occur, could adversely affect the market price of our Class A common stock and our ability to raise additional equity capital.

Current report

If the PIPE Transaction is completed, the MIG Convertible Note to be issued at closing will impose significant obligations and restrictions on us, and a failure to obtain required regulatory approvals could require us to redeem the MIG Convertible Note at a substantial premium.

Current report

At the closing of the PIPE Transaction, we will issue to MIG the MIG Convertible Note in the principal amount of $10.0 million. The MIG Convertible Note will accrue interest on its accreted principal amount, as increased from time to time by any capitalized PIK interest, at a rate of 10.0% per annum, payable in kind monthly by being added to its accreted principal amount, with such increased principal amount thereafter accruing additional interest on a compounded basis. Upon the occurrence and continuation of an event of default, the interest rate will automatically increase to 15.0% per annum. The MIG Convertible Note will mature on the third anniversary of its issuance, unless earlier converted, redeemed, repurchased or accelerated in accordance with its terms.

Current report

The MIG Convertible Note will be secured by a first-priority lien on the collateral pledged pursuant to a security agreement and other related security documents to be entered into in connection with the closing of the PIPE Transaction. The collateral initially will consist of all cryptocurrency mining equipment and related components owned by us and certain of our wholly owned subsidiaries, owned at the closing of the PIPE Transaction or thereafter acquired, including as of the date hereof, approximately 6,258 miners located at our facilities in Dresden, New York and Underwood, North Dakota, together with all proceeds, replacements, rents, profits and products thereof (excluding cryptocurrency mined by or on behalf of us and certain of our wholly owned subsidiaries). In addition, the obligations under the MIG Convertible Note are expected to be secured pursuant to a pledge agreement and a deed of trust with respect to our powered land located in Columbus, Mississippi, each to be executed and delivered at or after the closing of the PIPE Transaction as contemplated by the applicable transaction documents. If we default under the MIG Convertible Note, MIG could exercise remedies against this collateral, which could result in holders of our unsecured indebtedness or our equity securities recovering little or none of their investment.

Current report

If the required regulatory approvals under the MIG subscription agreement are not obtained on or before March 31, 2027, we will be required to redeem the MIG Convertible Note on March 31, 2027 at a price equal to 130% of its then-accreted principal amount, including any accrued and unpaid interest that will have been added to principal, plus all accrued and unpaid interest thereon through, but excluding, the redemption date. We may not have sufficient liquidity to satisfy this redemption obligation when due. The requirement to fund such a redemption could materially and adversely affect our liquidity, require us to obtain additional financing on unfavorable terms, cause us to delay or abandon strategic initiatives or result in a default under the MIG Convertible Note.

Current report

While any portion of the MIG Convertible Note remains outstanding, we and our subsidiaries will be subject to negative covenants restricting, among other things, the incurrence of additional indebtedness, the granting of additional liens on the collateral, the issuance of securities or indebtedness senior to the MIG Convertible Note, transfers or dispositions of collateral or ownership interests in subsidiaries that own collateral and material changes in the nature of our business. In addition, until the Regulatory Approvals are obtained, we generally will be prohibited from issuing or agreeing to issue equity or equity-linked securities without MIG’s prior written consent and will be required to maintain minimum liquidity of at least $10.0 million, calculated based on unrestricted and unencumbered cash, cash equivalents and bitcoin. These restrictions could materially limit our financial and operational flexibility, including our ability to obtain additional financing, make investments or respond to changing business conditions.

Current report

We expect to cease to qualify as a controlled company on September 14, 2026, as a result of the automatic conversion of all outstanding shares of our Class B common stock into shares of our Class A common stock. Upon ceasing to qualify as a controlled company, we will be required to comply with the audit committee requirements of Nasdaq Listing Rule 5605(c), including the requirement to have at least three independent audit committee members satisfying Rule 5605(c)(2)(A), without the benefit of any phase-in period under Rule 5615(c)(3). Accordingly, we intend to achieve compliance with the applicable audit committee independence and composition requirements on or prior to September 14, 2026, in advance of the expiration of the cure period. We are actively engaged in identifying and evaluating qualified independent director candidates to serve on our Audit Committee. There can be no assurance that we will be able to satisfy the applicable audit committee requirements by September 14, 2026 or otherwise within the applicable cure period.

Current report

We currently qualify as a “controlled company” under Nasdaq listing rules, but we expect to lose that status on September 14, 2026, which will subject us to additional corporate governance requirements that we may not be able to satisfy within the applicable transition periods.

Current report

Upon the automatic conversion of all outstanding shares of Class B common stock into shares of Class A common stock, which is expected to occur on September 14, 2026, the additional voting power attributable to the Class B common stock will be eliminated. As a result of such conversion, we expect that no individual, group or other entity will hold more than 50% of the voting power of our outstanding common stock for purposes of electing directors. Accordingly, upon such conversion, we expect to cease to qualify as a controlled company under Nasdaq rules, regardless of whether the PIPE Transaction is completed.

Current report

Upon ceasing to be a controlled company, we will no longer be eligible to rely on the exemptions from certain Nasdaq corporate governance requirements available to controlled companies. Nasdaq rules permit a company that ceases to be a controlled company to phase in compliance with certain of these requirements over specified transition periods. Specifically, we will be required to have at least one independent member on each of our compensation and nominating and corporate governance committees at the time we cease to be a controlled company, a majority of independent members on each such committee within 90 days thereafter and all independent members on each such committee within one year thereafter. In addition, we will be required to have a majority-independent Board within 12 months after ceasing to be a controlled company. Nasdaq rules do not provide a phase-in period for the applicable audit committee requirements, which we will be required to satisfy upon ceasing to be a controlled company.

Current report

If the PIPE Transaction is completed, even after we cease to qualify as a controlled company, Atlas Holdco, MIG and Conversant will have contractual rights relating to the composition of our Board, and Atlas Holdco and MIG will also have Board observer and other governance rights. The exercise of these rights may enable those investors to exert significant influence over our management and strategic direction, and their interests may differ from the interests of our other stockholders.

Previous report

We may not have sufficient resources to repay our Senior Notes upon their maturity in October 2026, and the incurrence of additional indebtedness, including the issuance of our New Notes, increases the risks we face in meeting our debt obligations.

Previous report

As of March 31, 2026, prior to the completion of our Exchange Offer, we had $36.7 million of the Senior Notes and $2.3 million of the New Notes outstanding, all of which was unsecured. In connection with the Exchange Offer completed in the second quarter of 2026, we issued New Notes in an aggregate principal amount of approximately $1.5 million, all of which is also unsecured. Following the completion of the Exchange Offer, we had $35.2 million in aggregate principal amount of Senior Notes outstanding and $3.7 million in aggregate principal amount of New Notes outstanding. Given our current financial condition and liquidity position, we may not have sufficient resources to repay the Senior Notes, in whole or in part, upon their maturity on October 31, 2026, and our ability to earlier redeem or repurchase the Senior Notes, is uncertain. The indentures for the Senior Notes and the New Notes do not limit the amount of indebtedness that we or our subsidiaries may issue. As a result, we and our subsidiaries may be able to incur significant additional indebtedness, which would increase the risks associated with our debt obligations and could impair our ability to meet the repayment obligations under both the Senior Notes and the New Notes. If we incur any additional debt that is secured, the holders of that debt will be entitled to share in the proceeds distributed in connection with any enforcement against the collateral or an insolvency, liquidation, reorganization, dissolution, or other winding-up of the applicable obligor prior to applying any such proceeds to the Senior Notes and the New Notes.

Previous report

We are subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies or smaller reporting companies, and stockholders could receive less information than they might expect to receive from larger or more mature public companies.

Previous report

We qualify to publicly report on an ongoing basis as an “emerging growth company” (as defined in the JOBS Act) and a “smaller reporting company” (as defined in SEC rules) under the reporting rules set forth under the Exchange Act. For so long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other Exchange Act reporting companies that are not emerging growth companies, including but not limited to:

Previous report

•being permitted to include two, not three, years of audited financials in our Forms 10-K and other reduced financial disclosures;

Previous report

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. This means that an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period and so our financial statements may not be comparable to those of companies that comply with such new or revised accounting standards.

Previous report

We expect to take advantage of these reporting exemptions until we are no longer an emerging growth company or smaller reporting company. We can remain an emerging growth company for up to five years from our first sale of common stock pursuant to an effective Securities Act registration statement in 2021 (or September 15, 2026), although if the market value of our Class A common stock that is held by non-affiliates exceeds $700 million or more as of June 30, 2026, we would cease to be an emerging growth company as of the following December 31. We also qualify as a smaller reporting company until our public float, as of the last day of our second fiscal quarter, exceeds $250 million; because our common stock held by our directors, executive officers and Atlas and its affiliates are excluded from the calculation of public float, we anticipate qualifying as a smaller reporting company for the near future. Following the loss of our emerging growth company status, we will no longer be able to rely on accommodations available only to emerging growth companies, including the extended transition period for complying with new or revised accounting standards. Although we may remain eligible for certain scaled disclosure and other accommodations for so long as we continue to qualify as a smaller reporting company or otherwise qualify for such accommodations, if we cease to qualify as a smaller reporting company, become subject to additional requirements, or are otherwise unable to rely on applicable exemptions, our reporting, accounting, auditing and compliance obligations could increase, which could require additional management time and resources and increase our legal, accounting and other compliance costs. Any failure to satisfy such obligations when applicable could result in deficiencies in our SEC filings, delays in our reporting, regulatory scrutiny, loss of investor confidence, reputational harm and adverse effects on the market price of our Class A common stock.

Previous report

Because we will be subject to ongoing public reporting requirements that are less rigorous than Exchange Act rules for companies that are not emerging growth companies or smaller reporting companies, stockholders could receive less information than they might expect to receive from more mature or larger public companies, and the Class A common stock may experience less active trading or more price volatility as a result.

Previous report

Because we are a“controlled company” within the meaning of the Nasdaq listing rules, our stockholders may not have certain corporate governance protections that are available to stockholders of companies that are not controlled companies.

Previous report

Additionally, Atlas and its affiliates may have their interest in us diluted as a result of future equity issuances or their own actions in selling shares of our common stock, in each case, which could result in a loss of the “controlled company” exemption under the Nasdaq listing rules. We would then be required to comply with those provisions of the Nasdaq listing requirements.

Current report — wording carried from elsewhere

So long as more than 50% of the voting power for the election of our directors is held by an individual, a group or another company, we qualify as a “controlled company” within the meaning of Nasdaq’s corporate governance standards. As of August 12, 2026, Atlas and its affiliates controlled approximately 65.8% of the voting power of our outstanding capital stock.