VIP

A $67 million enterprise value on 104 energized megawatts and no signed tenant

VIP · Vulcan Infrastructure and Power Inc. · Equity Research Report · as of August 17, 2026

Price $1.84 Market
Market cap $65.5M Estimate
Enterprise value ~$67M Estimate
Shares out 18,429,902 Filed
Pricing basis Aug 14, 2026 close Market

Framing

  1. Substantial doubt about the ability to continue as a going concern is disclosed in the FY2025 10-K and in both 2026 quarterly reports. In the June quarter management states that projected cash flows are not sufficient to meet existing debt obligations and that this raises substantial doubt, and then that the doubt has been alleviated counting the proceeds of a financing that has not closed. Both halves are the disclosure. Filed
  2. The $39.4M PIPE announced July 20, 2026 is signed but not closed, and the window now has both ends. The definitive information statement was mailed on or about August 17, so the stockholder consent cannot be effective before on or about September 6, 2026; the outside termination date is October 10, 2026; and $33.1M of senior notes mature on 31 October. About five weeks. Filed
  3. There is no AI/HPC revenue and no AI/HPC customer. Power and capacity sales into the New York grid were 90% of Q1 2026 revenue. Filed
  4. The share price has kept falling. From $2.84 on 23 July to $2.10 on 31 July, $2.16 on 3 August, a low of $1.65 on 10 August and $1.84 on 14 August. Against that close the shares sit 7.6% above the $1.71 the PIPE investors paid, down from 26.3% on 3 August and 43% at the 24 July close. Market

01Snapshot

Key figures, each tagged by provenance. Balance sheet items are as of June 30, 2026 unless stated. Market figures are struck on the August 14 close, the last completed session before this stamp, which predates the Regulation FD disclosures of August 17 and not the quarterly report of August 14.

MetricValueBasis
Share price$1.84Market Aug 14, 2026 close, the last completed session
Market capitalization, current$33.9MEstimate 15,696,508 Class A plus 2,733,394 Class B, 18,429,902 as-converted, at $1.84. The company publishes $33.9mm on the same inputs
Market capitalization, pro forma$65.5MEstimate 35,576,092 post-PIPE at $1.84. The company publishes ~$65.5mm on ~35.6mm shares
Class A shares outstanding15,696,508Filed 10-Q cover page, as of Aug 12, 2026
Class B shares outstanding2,733,394Filed 10-Q, at Jun 30 and on the cover at Aug 11, 2026. Was carried as 2,680,031, which is what Atlas holds rather than what is outstanding
Revenue, Q2 2026$3.4MFiled 10-Q, Aug 14, 2026. Down 74% year on year
Revenue, Q1 2026$20.8MFiled 10-Q, May 2026
Revenue, FY2025$58.8MFiled 10-K, Mar 2026
Segment gross profit, Q2 2026($4.8M)Filed 10-Q, Aug 14, 2026. Was $1.0M positive a year earlier
Net loss, Q2 2026($9.9M)Filed 10-Q, Aug 14, 2026. $(0.58) per share
Net loss, Q1 2026($4.6M)Filed 10-Q, May 2026
Adjusted EBITDA, Q2 2026($6.7M)Filed 10-Q, Aug 14, 2026. Was $0.4M positive
Operating cash flow, Q2 2026($4.3M)Filed 10-Q, Aug 14, 2026. Q1 was ($11.4M)
Cash and equivalents$3.2MFiled 10-Q, Jun 30, 2026. Was $19.6M at Dec 31, 2025
Digital assets held$6.0MFiled 10-Q, Jun 30, 2026. Reported with cash as $9.2M combined
Total debt, principal$36.9MFiled 10-Q, Jun 30, 2026: $33.1M of 8.50% notes plus $3.7M of 2030 notes
Net debt$27.7MFiled 10-Q, Jun 30, 2026, total debt less cash and digital assets
Total stockholders' equity($57.5M)Filed 10-Q, Jun 30, 2026. Accumulated deficit $398.9M
Energized capacity104 MWFiled Press release, Jul 20, 2026
Development pipeline654 MWFiled Press release, Jul 20, 2026
Capacity under AI/HPC contract0 MWOpen No agreement announced in any filing or release
Beta3.02Market Jul 31, 2026
Analyst assumption

Zero contracted megawatts is not a company disclosure but the absence of one. The company's own valuation comparison defines its peer group as issuers with no currently active high performance computing colocation customer contract, which places it in that cohort by its own construction.

02Business model

Vulcan operates a 106 MW natural gas fired plant at Dresden, New York, on Seneca Lake in Yates County, converted from coal in 2016 and 2017. It sells power into the NYISO grid and runs bitcoin miners behind the meter. A hosting and self-mining site operates at Underwood, North Dakota. Columbus, Mississippi is greenfield powered land, with 40 MW expected to energize in Q1 2027 and a request lodged with the Tennessee Valley Authority to study a further 250 MW.

Across New York and North Dakota the company reported 111.5 MW of active self-mining, hosting and power generation as of Q1 2026, running roughly 2.7 exahash per second of combined mining capacity. Filed Q1 2026 release, May 18, 2026.

The intended model

The July 20, 2026 release reframes the company as a power and infrastructure platform focused on acquiring, developing and operating energized sites that support artificial intelligence and high performance computing data centers, as well as local electricity grids.

The underlying logic is sound and drives the whole sector. AI data centers are bottlenecked by electricity already connected to the grid rather than by chips or buildings, and interconnecting a new large load can take three to seven years. A company holding permitted, energized capacity holds the scarce input. Bitcoin miners assembled exactly that asset between 2018 and 2024.

Correction to a widely repeated claim. Several aggregators covering the 24 July ticker change stated that Vulcan has exited historical bitcoin mining operations. That is not accurate as of the last primary disclosure. The 20 July release describes an ongoing strategic transition away from mining, not a completed exit. Q1 2026 recorded $1.8M of mining revenue and $0.4M of hosting revenue, and the new convertible note is secured by a first priority lien on approximately 6,258 miners the company still owns at Dresden and Underwood. Mining is shrinking, not gone.

03Revenue streams

The mix inverted over eighteen months. Each stream shown with its share of the Q1 2026 total.

Revenue lineQ1 2025Q1 2026Change% of Q1 2026
Power and capacity, grid sales$9.2M$18.7M+103%90%
Cryptocurrency self-mining$4.2M$1.8M(57%)9%
Datacenter hosting$5.8M$0.4M(93%)2%
Total revenue$19.2M$20.8M+8%100%
AI and HPC$0$0n/a0%

Filed Q1 2026 results release and Form 10-Q, May 2026. Q1 2025 power figure derived from the disclosed $9.5M year over year increase. Estimate

The company has already become a merchant power producer. Nine dollars in ten come from selling electricity into the New York grid. That is a real, cash-generating business, but it is commodity-linked, seasonal, and not the business the market is currently valuing.

The bitcoin businesses are being wound down. Self-mining produced 28 bitcoin in Q1 2026 against 112 a year earlier. Hosting has all but disappeared.

04Industry & market backdrop

Vulcan is entering the late middle of a sector-wide migration rather than the start of one. Through 2025 and 2026 miners converted power assets into long duration AI leases at scale, and the pattern is consistent: a miner with permitted capacity signs a ten to twenty year lease, the contracted revenue dwarfs the market capitalization, and the equity re-rates sharply.

CompanyCounterpartyScaleReported contract value
TeraWulf (WULF)Anthropic, 20 year lease, Hawesville KY~401 MW~$19B over initial term
Cipher (CIFR)Amazon Web Services (15 yr) and Fluidstack~300 MW~$5.5B and ~$7B
Applied Digital (APLD)CoreWeave, 15 year leases, North Dakota~400 MW~$11B
IRENMicrosoft AI cloud partnership4.5 GW pipelineMulti-billion

Market Compiled from sector reporting, February to July 2026. Values are as reported by the companies. Contracted revenue over 15 to 20 year terms is not comparable to annual revenue and is not risk-adjusted.

What the market pays for

Sector price discovery through 2026 converged on a clear conclusion: raw capacity alone no longer re-rates a stock. The market prices contracted backlog, meaning signed megawatts, delivery timelines, and the credit quality of the tenant. Companies that closed hyperscaler deals first captured the multiple; companies still marketing capacity did not.

Vulcan sits in the second group, with energized capacity and a pipeline but no signed tenant, no delivery timeline, and no counterparty credit to point at. The company benchmarks itself against peers explicitly defined as having no active HPC colocation customer contract, which is the cohort it belongs to.

Late July 2026: spending and sentiment separated. Hyperscaler capex guidance rose rather than fell, with aggregate 2026 spending across the top five tracked near $700B to $750B and Alphabet lifting the top end of its forecast to roughly $205B. The market reaction was the opposite of what the number implied: Alphabet fell about 7%, with Amazon, Meta and Microsoft declining alongside it amid scrutiny of infrastructure investment producing uncertain returns. More money is chasing powered capacity while the market pays less for exposure to the companies supplying it.

Structural constraints on the asset

New York is a difficult jurisdiction in which to grow gas generation. The Climate Leadership and Community Protection Act constrains fossil generation, and the renewed air permit locks in declining emissions. Grid interconnection queues bind everywhere, including at Mississippi, where a 250 MW load study request is a request rather than an allocation. Hyperscaler uptime standards are also operationally distinct from mining: downtime costs hash in one and breaches a contract in the other, so converting a mining site to tier 3 or tier 4 service levels is a capital and engineering undertaking rather than a relabeling.

05Competitive position

Named peers on comparable metrics. Vulcan is among the smallest and least contracted names in its cohort.

AxisPositionAssessment
Scale104 MW energized; 654 MW pipeline; ~32 employeesWeak. IREN alone has a 4.5 GW pipeline. Vulcan's entire pipeline is smaller than a single peer contract.
Contracted backlogNoneWeak. This is the metric the sector is priced on.
Ownership and permittingOwns its sites outright; settled New York Title V air permit; behind-the-meter power sourceDifferentiated. Owned, energized, permitted land is the scarce asset, and being a generator rather than only a consumer is unusual.
SponsorshipMachine (~700 MW under development), Atlas (~$18.1B AUM, ~5 GW merchant generation), Conversant (~$2.8B AUM)Materially upgraded as of July 2026, and arguably the largest single change to the investment case.

The company's chosen peer set for valuation is MARA, Bitdeer (BTDR), Fermi (FRMI), KEEL, HIVE and New Era Energy & Digital (NUAI), the un-contracted cohort. The contracted cohort of WULF, CIFR, APLD, IREN and CORZ trades on a different basis and is not a fair comparison today, though it is the group Vulcan would need to join for the bull case to work.

One structural advantage is genuine. Vulcan generates its own power rather than only consuming purchased power, earning grid revenue while retaining the ability to serve behind-the-meter load. Where interconnection is the binding constraint, owning the generator rather than queuing for someone else's matters, at 106 MW of scale.

06Financial performance

MetricFY2023FY2025Q1 2026Q2 2026
Total revenue$70.4M$58.8M$20.8M$3.4M
GAAP net income (loss)($29.0M)$5.3M($4.6M)($9.9M)
Segment gross profitn/an/a$3.7M($4.8M)
EBITDAn/an/a($1.8M)($8.5M)
Adjusted EBITDA$0.2Mn/a($1.0M)($6.7M)
Operating cash flown/an/a($11.4M)($4.3M)
Adjusted free cash flown/an/a($9.8M)($2.7M)

Filed FY2023 and FY2025 results releases; Q1 2026 release and Form 10-Q, May 2026; Q2 2026 release and Form 10-Q, August 14, 2026. Segment gross profit for Q1 2026 is the six-month figure of $(1.1M) less the second quarter, which is the only basis on which the two quarters are comparable.

FY2025's positive net income was not earned from operations. It was substantially produced by one-time gains, including a $10.5M gain on the December 2025 sale of South Carolina land and 60 MW of power rights for $18.0M cash plus up to $18.0M contingent, a $4.2M sale of most Mississippi assets, and gains from debt restructuring. Filed FY2025 10-K, March 2026.

Q1 2026 showed the underlying business without those gains: an adjusted EBITDA loss of $1.0M and $11.4M of cash consumed in operations, nearly double the $5.7M consumed in Q1 2025 even as revenue grew. The company was liquidating assets to fund an operating deficit.

Q2 2026 is a different order of result and it is the first quarter this report has seen at the trough of the seasonal cycle. Revenue fell 74% to $3.4M as datacenter hosting all but vanished, down 94% to $390k, and power and capacity fell 49% to $1.3M. Segment gross profit turned negative, at $(4.8M) against $1.0M positive a year earlier, so the revenue that remains no longer covers the cost of producing it. Cash consumed in operations was $4.3M, and cash and equivalents fell to $3.2M from $19.6M at the year end, with a further $6.0M of digital assets. Filed

Seasonality is the reading that makes the two quarters compatible, and the half-year split proves it rather than asserting it. Six-month power and capacity revenue was $20.0M against a second quarter of $1.3M, which puts roughly $18.7M in the first quarter. This is a winter business reporting a summer quarter. The company also attributes part of the half to non-recurring costs from the November 2025 electrical switchgear failure, adding back $2.1M of switchgear repairs and $1.7M of contract pricing settlements across the six months. Neither reading makes a negative gross profit good; both are needed to size it.

Going concern, and the June quarter states it both ways. Management states that projected operating cash flows are not sufficient to meet existing debt obligations and that the potential inability to meet that obligation raises substantial doubt as to the ability to continue as a going concern. It then states that, counting existing cash and cash equivalents, digital assets, cash generated from operations and the proceeds of the PIPE transaction expected to be received upon closing, the Company believes this substantial doubt has been alleviated.

Both halves are the disclosure and quoting either alone misleads. The conditions that raise the doubt are unchanged; what removes it is a financing that is signed, unclosed, and conditioned on a stockholder consent that cannot be effective before roughly 6 September. Under ASC 205-40 the initial evaluation excludes management plans not yet implemented, which is the test the first half reports, and the mitigating effect is then assessed separately, which is the second. A summary that carries only the alleviation reads as a company out of danger, and one that carries only the doubt reads as a company whose own management disagrees. Filed

07Capital structure & dilution

Shares, notes, the July PIPE, warrants and convertibles. Balance sheet as of June 30, 2026 unless stated.

ItemAmountNote
Cash and equivalents$3.2MAgainst $4.3M of operating cash burn in the quarter, and $19.6M at Dec 31, 2025
Digital assets held$6.0MReported with cash as $9.2M combined
Total assets$39.3MAgainst total liabilities of $96.8M
8.50% senior notes due Oct 2026$33.1M$33,138,350, after a further ~$3.6M exchanged during the second quarter
10.00% senior notes due Jun 2030$3.7M$3,740,000. Carried here as ~$3.8M until this filing
Total debt, principal$36.9M$39.5M carrying value under GAAP. The 8.50% notes are 90% of the principal
Net debt$27.7MTotal debt less cash and digital assets, at June 30, 2026
Total stockholders' equity($57.5M)Accumulated deficit $398.9M
Coal ash pond remediation liability$17.3MWork required to be completed by November 2028

The July 2026 PIPE

The transaction is closer to a negotiated change of control than a simple capital raise.

InvestorShares at $1.71CashOther consideration
MIG, Machine Investment Group affiliate2,923,976$15.0M$10M 10% PIK convertible note plus warrant for 1,754,386 shares at $1.71
Atlas GREE Investment Holdco2,923,976$5.0MExisting large shareholder
Conversant PIF Aggregator A LP3,479,532$5.95Mn/a
Other investors, including CEO, CFO, President, a director7,818,706$13.37Mn/a
Total17,146,190$39,320,000The issuer describes the raise as $39.4 million; the agreements sum to $39.32M. Both are carried

Filed Form 8-K filed July 20, 2026, event date July 19, 2026.

Dilution

ChannelSharesTimingNote
Baseline, as-converted Aug 12, 202618,429,902Confirmed15,696,508 Class A plus 2,733,394 Class B, from the 10-Q cover page Filed
Pre-deal total at the record date18,133,942At Jul 17, 202615,400,548 Class A plus 2,733,394 Class B. The company prices its own prior capital structure on 18.1mm Filed
Executive RSUsincluded aboveVested Jul 23, 2026Issued in July and therefore inside the August 12 count, not additive to it Filed
PIPE shares at $1.71+17,146,190At closing~48.5% of pro forma Filed
MIG convertible note at $2.1375+4,678,362Post approvalsGrows monthly as 10% PIK compounds into principal Filed
MIG warrant at $1.71+1,754,3863 year term9.99% beneficial ownership cap until approvals Filed
Equity incentive plan increase+2,500,00020 days post 14CPool rises from 2,583,111 to 5,083,111 Filed
Sponsor incentive sharesUndefinedOngoingFees and promote payable in cash or stock; quantum not disclosed Filed
Atlas Equity Interest Payment AgreementOngoingQuarterlyMost recent 114,199 shares on Jul 6, 2026 at $1.42 to settle $161,820 Filed
Pro forma outstanding35,576,092At closingBefore conversion, warrant, plan or shelf. The company publishes ~35.6mm on the same basis Filed
Fully diluted, identified~42,000,000Post approvalsExcludes shelf, sponsor incentive and PIK accretion Estimate

The company quantifies the dilution itself and this report no longer needs to derive it. On 15,400,548 Class A outstanding at the July 17 record date, the June quarter report states that the 17,146,190 PIPE Shares would increase the Class A count by approximately 111%, with a further 4,678,362 shares issuable on conversion of the $10.0 million note and 1,754,386 on exercise of the warrant. The conversion figure reproduces exactly as 10,000,000 divided by 2.1375, which is the control on it. Filed

An existing holder's economic stake is roughly halved. In exchange the company eliminates the debt that was about to force a restructuring and acquires sponsors with infrastructure capability. Whether that is a good trade is the central judgment in this name.

Terms attached to the financing

Board control transfers at closing: the board is reconstituted to ten directors with Atlas nominating four, then shrinks to eight after regulatory approvals with MIG and Atlas jointly controlling nominations and a two member Capital Committee. Two current directors resign at closing. The transaction was approved by written consent of a majority of voting power on 19 July rather than by shareholder vote, so other shareholders receive a Schedule 14C information statement after the fact. The convertible note is secured by a first priority lien on approximately 6,258 miners plus a pledge of the entity owning the Mississippi land and a deed of trust over it. If regulatory approvals are not obtained by March 31, 2027 the note must be redeemed at 130% of principal plus interest. A $10M minimum liquidity covenant applies until approvals are obtained, and the company cannot issue equity without MIG's consent over the same period. Sponsor incentive arrangements entitle MIG and Atlas to project level acquisition fees and promote incentives, payable in cash or stock, subject to independent director approval.

Correction. This report said the Regulatory Approvals were not specified and asked for them to be verified in the Schedule 14C. They were specified on August 5, 2026. Both the preliminary and the definitive information statement identify them as (i) an application to the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and (ii) an application to the New York State Public Service Commission under the New York Public Service Law. The reading carried here, “Section 203 approval, possibly with New York elements”, was correct in both limbs, and it stopped being an inference twelve days before this report said it was one. The pre-registered falsification test on this point is settled and did not trigger. Filed

What is still not disclosed is the timetable. Section 203 and NYPSC proceedings for a change of control at a generator run to their own schedules and both admit intervention, and Vulcan has a documented history of intervenor opposition in New York. The March 31, 2027 backstop, and the 130% redemption that follows a miss, are unchanged by knowing which regulators must act.

Executive equity awards, July 2026

On July 19, 2026, the same day the PIPE agreements were signed and the stockholder consent obtained, the Compensation Committee approved one-time RSU awards citing contributions to the strategic transformation. The awards were granted 20 July and vested in full on 23 July.

ExecutiveRSUsValue at 23 Jul, $2.84Value at 31 Jul, $2.10
Jordan Kovler, CEO125,000$355,000$262,500
Dale Irwin, President50,000$142,000$105,000
Christian Mulvihill, CFO35,000$99,400$73,500
Total210,000$596,400$441,000

Filed Form 8-K, July 23, 2026, Item 5.02.

The awards carry no performance or continued service condition, so a three day vest is effectively an immediate grant. They were issued under the Third Amended and Restated 2021 Equity Incentive Plan, existing authorized capacity rather than the expanded Fourth plan awaiting the consent. This is the second such award in 2026: in March, following the South Carolina sale, the same three executives received $100,000 Special Bonuses, roughly half in RSUs vesting within seven days. The same three executives were also buyers in the PIPE at $1.71.

The ownership register

The register is unusually simple: one control group, continuously on Schedule 13D since March 2021, and almost nothing else. Ten beneficial-ownership statements have been filed against this issuer, five under the older SC form types and five under the current SCHEDULE spellings, and every one of the five current filings is an amendment by the same group.

FiledStatementShares, as converted% of Class AEvent
Jan 28, 2025Schedule 13D/A no. 13,551,82027.4%Filed Event date Jan 24, 2025
Jul 7, 2025Schedule 13D/A no. 23,774,71124.2%Filed Event date Jul 2, 2025
Jan 12, 2026Schedule 13D/A no. 33,956,31725.0%Filed Event date Jan 8, 2026
Jul 8, 2026Schedule 13D/A no. 44,185,38123.1%Filed Event date Jul 6, 2026
Jul 20, 2026Schedule 13D/A no. 54,185,38223.1%Filed Event date Jul 19, 2026, the subscription agreement

The reporting persons are Atlas Capital Resources (A9) LP, Atlas Capital Resources (A9-Parallel) LP, Atlas Capital Resources (P) LP, GGH Bridge Investment LP, Atlas Capital GP LP, Atlas Capital Resources GP LLC, Andrew M. Bursky and Timothy J. Fazio. All eight report the same aggregate on a shared basis, with no sole voting or dispositive power anywhere in the group. The percentages assume conversion of the 2,680,031 Class B shares the group holds and are struck against 15,286,349 Class A outstanding at June 30, 2026.

The holding has risen in every amendment, 3,551,820 shares to 4,185,382, while the percentage has fallen from 27.4% to 23.1%. Both moves have the same cause, and it is the Equity Interest Payment Agreement described above: interest owed to Atlas is settled in Class A shares rather than cash, so the group accretes stock quarterly while the count it is measured against grows faster. This is dilution that pays one holder in the instrument being diluted.

The register carries no passive institutional presence at all. Two Schedule 13G statements exist, both from 2021 and 2022 and neither amended since, so on the record as filed there is no institution above 5% and the disclosed register is Atlas and nobody else. What the 20 July amendment adds is the board consequence set out under the financing above, and it is stated in the amendment itself rather than only in the company's own account of it.

Forms 4 filed 24 July show sell-to-cover transactions at $2.45, with Kovler disposing of 35,721 shares leaving 325,406 held directly, and Irwin 21,154 leaving 202,476. Both state these satisfied tax withholding on vesting and were not discretionary sales, and that characterization appears accurate. The vesting schedule is the more notable feature: the grants were worth $596,400 on the day they vested and $441,000 six sessions later.

08Valuation

Multiples shown with their basis and pricing date. No target price is issued.

Conventional tools do not apply. There are no earnings to capitalize, since the reported figures are asset sale gains; no free cash flow to discount; and no contracted revenue to model. The sector convention, and the company's own framework, is enterprise value per megawatt.

In the 20 July release Vulcan presented itself at approximately $415k of enterprise value per megawatt on 144 MW of immediate and near term powered capacity, and $91k per megawatt on the 654 MW pipeline, against a peer median near $993k. The footnotes state the calculation used market capitalization as of the 17 July close of $1.71 and net debt of $27.7M, and it used the pre-PIPE share count. Both inputs have since changed. The company has now restruck the same presentation itself, on the same 14 August close this report uses, and publishes a current enterprise value of $61.6M against $33.9M of equity, at roughly $0.4M per megawatt on 144 MW and $0.1M per megawatt on the 654 MW pipeline, against a peer average it puts at $2.0M per megawatt. Those are the issuer’s own peer selections, furnished under Regulation FD rather than filed. Estimate

BasisAs presented, 17 JulCurrent at $1.84, 14 AugPro forma at $1.84, 14 Aug
Share price$1.71$1.84$1.84
Shares, as-converted18.1M18.4M35.6M
Market capitalization~$31.0M$33.9M$65.5M
Net debt$27.7M$27.7M~$1.3M
Enterprise value~$58.6M$61.6M~$67M
TEV per MW on 144 MW~$415k~$428k~$464k
TEV per MW on 654 MW pipeline~$91k~$94k~$102k
Analyst assumption

Pro forma net debt is no longer this report’s estimate. The company publishes it, and it publishes two figures for it. On the deck’s own capital structure slide, pro forma cash and digital assets are ~$12.4M against total debt of $13.7M with the MIG note outstanding, giving net debt of ~$1.3M, or total debt of $3.7M with the note converted, giving net cash of ~$8.7M. This table carries the first, because the note converts at $2.1375 against a $1.84 close and is therefore out of the money, which the deck itself states.

The issuer’s own pro forma column mixes the two bases and the reader should know which. It is headed “as converted” and removes the $10M note from debt, but the ~35.6mm pro forma share count behind its $65.5M of equity value excludes the ~4.7mm shares that conversion would create, and its ~2% net loan-to-value reconciles only to the not-converted figures. Counted consistently as converted, the pro forma equity would sit on roughly 40.3M shares. Neither presentation is wrong; they are two different pro formas and the labels do not separate them.

The discount to the peer median is therefore 53% on the near term pro forma basis rather than the 58% advertised, a narrowing of roughly 5 percentage points against the figure the company published, and the gap has been reopening steadily as the share price falls: at the 24 July close of $2.45 the figure was roughly $600k per megawatt, at the 3 August close of $2.16 roughly $530k, and at the 14 August close of $1.84 roughly $464k. The 48% this sentence previously carried had been left behind by its own repricing, belonging to a $515k per megawatt struck on 31 July rather than to the $530k stated beside it. A multiple that improves because the equity is being sold is not the same signal as a multiple that is low because the market has overlooked something.

Two caveats apply to the peer comparison. In the company's favor, the peer set is a like-for-like group of un-contracted developers, which is defensible. Against it, a peer median is not a target price: it reflects what the market currently pays for speculative megawatts, which is a function of AI capex sentiment and can compress sharply. Several of those peers are larger and better capitalized, and at least one carries its own going concern disclosure and securities litigation. A discount to a speculative peer group is not a margin of safety.

Screen data for this issuer is unreliable. A public quote page at the 31 July close displayed a P/E of 5.50 and EPS of $0.38, implying trailing net income near $6 million. Both are derived from FY2025 net income that was substantially one-time asset sale gains, the reported figure being $5.3M. It displayed shares outstanding of 13.22M, which conflicts with the 15,696,508 Class A plus 2,733,394 Class B on the Form 10-Q cover page and excludes the PIPE entirely; the figure appears closer to float, reported elsewhere near 12.1M. It displayed a 52 week range of $1.95 to $2.79, which cannot be a 52 week range given GREE closed at $2.94 on 22 July and $2.84 on 23 July, so the series appears to have reset at the ticker change. Beta of 3.02 is the one figure usable as shown.

Analyst coverage

FirmAnalystDateRatingTargetPrice at publicationBasis and disclosed conflict
B. Riley SecuritiesLucas PipesJul 12, 2024Buy$4.00$2.80Market Lowered from $5.00, rating maintained. Reported by an aggregator on August 4, 2026, not read from the note. Price at publication is the July 11, 2024 close. The firm acted as advisor to the company on the financing, disclosed in the release of July 20, 2026, so this is research from a transaction advisor rather than independent validation. Named on the issuer’s own coverage list, read August 4, 2026. Filed
Water Tower ResearchJohn RoyFeb 20, 2025None publishedNone published$1.10Market Initiation of coverage, announced by the firm on February 20, 2025 under the former name and symbol; price at publication is the February 19, 2025 close. Neither a rating nor a target accompanies it, and the firm’s own disclosure states that no mention of a security in its reports is a recommendation to buy, sell or hold, so those two cells record a settled absence rather than an unread note. That disclosure also describes an issuer-sponsored equity research firm, a subsidiary of alphaDIRECT Group LLC, and states that a fee of up to $15,000 a month has been paid for the sponsored material on its site by the client company. The conflict is therefore the model the firm operates under, and it would not appear on the disclosure page of any individual note. Vulcan discloses no engagement of its own: a full-text search of the complete index of 421 filings under Central Index Key 0001844971, run August 4, 2026, returns the firm’s name in none of them. Named on the issuer’s own coverage list, read August 4, 2026. Filed
Stifel NicolausNot establishedNov 15, 2022SellNone publishedNot establishedMarket Downgrade from Hold, no target attached, and the last dated action the firm has published on this issuer. It initiated at Hold with a $100.00 target on March 25, 2022, a figure struck before the 1-for-10 consolidation of May 2023 and not comparable to a price today. The 2022 downgrade also predates that consolidation, so no price at publication is shown against it. The issuer’s own coverage list, read August 4, 2026, names B. Riley Securities and Water Tower Research and does not name Stifel. Filed A covering house absent from that list has stopped publishing on the issuer, and nothing on the record here reads against it. What the firm discloses about this issuer is not established.
Weiss RatingsNot establishedJul 2, 2026SellNone publishedn/aMarket A quantitative rating service rather than a covering house: it publishes a letter grade and no target, so there is no publication price to state. Reiterated at successive reviews since September 27, 2025. A service of this kind does not appear on an issuer’s coverage list and would not be expected to, so its absence from the list read on August 4, 2026 is not evidence about whether it still publishes.

Price at publication is the close on the last trading day before the action. Those closes come from the series that holds this issuer’s record rather than from the venue’s own service, which returns only sessions since the July 2026 symbol change and reaches none of these dates. That series runs back to the predecessor’s listing and is adjusted for the 1-for-10 consolidation of May 2023, so it gives the price as traded for the two priced actions above, both of which postdate it, and an adjusted figure for the 2022 downgrade, which does not. That downgrade therefore carries no price at publication here: what the series displays for November 14, 2022 is not what the author of that note could see, and the two are not the same claim. Market

One firm has published a target and it is more than two years old. That date precedes the going concern disclosure, the exchange offer, the financing and the rebrand, so it is not a view formed on the current capital structure and is reported here as market data rather than as a current opinion. Against the 14 August close of $1.84 it implies 117% upside; against the $2.80 close before it was struck it implied 43%, and a service quoting it as a live figure computes a far larger number still against a stale price carried under the former symbol. No firm has published a dated action on this issuer since July 12, 2024 other than the quantitative service above, and the second firm the issuer names has published no number at all.

Three data providers publish a consensus for this issuer and the three disagree, read on August 4, 2026: a $4.00 median over three analysts, $2.25 over two, and $0.00 with a Sell rating over one. Each is that provider's own published figure and each is reported here as market data. None is averaged with the others, and none is reported alone, because doing so would assert a center the sources do not agree exists. They disagree both about the number and about how many contributors there are, and the honest reading is that no meaningful consensus is available rather than that it is any of the three figures. This document computes no center of its own and derives no target.

The coverage set used here is the issuer’s own list of covering firms, read on its investor relations site on August 4, 2026. Filed It names two: B. Riley Securities and Water Tower Research. Both are conflicted, and the two conflicts have separate sources rather than one shared cause. B. Riley acted as advisor to the company on the July financing, which the company disclosed in its own release of July 20, 2026. Water Tower Research is paid by the companies it covers: the firm describes itself as an issuer-sponsored research firm and states that a fee of up to $15,000 a month has been paid for the sponsored material on its site by the client company, so its conflict is the model it operates under rather than anything a note need disclose. What this rests on is the issuer’s list on one day and each firm’s own published account of itself. No note by either firm has been read, and a third firm appearing on a later reading would enlarge the set rather than unsettle what is said about these two.

Stifel Nicolaus is the one firm in the table that is neither paid by the issuer nor an advisor on its transactions, and it is the one the issuer no longer names. Its last action is the downgrade to Sell of November 15, 2022. Weiss Ratings is model-derived, and a service of that kind does not appear on an issuer’s coverage list, so its absence from the list is expected and carries no signal either way.

09Growth drivers

  1. The Dresden 60 MW interconnection. A proposed interconnection agreement was received from NYSEG for 60 MW of non-curtailable power. Non-curtailable matters, because AI tenants require firm supply. Converting this from proposed to executed is the nearest term concrete milestone. Filed Q1 2026 release, May 18, 2026.
  2. Mississippi. 40 MW anticipated to energize in Q1 2027, with a 250 MW TVA load study requested. The company has disclosed discussions with multiple parties regarding joint ventures, partnerships or an outright sale. The site is now pledged as collateral to MIG, which constrains a unilateral sale. Filed
  3. Sponsor-led acquisitions. Machine has roughly 700 MW under development and a pipeline above 1 GW; Atlas manages roughly 5 GW of merchant generation and has repositioned industrial properties into AI infrastructure before. The stated plan is to use Vulcan as a public acquisition vehicle for powered land. Filed
  4. A first AI/HPC tenant. The step change event. Nothing else re-rates the equity the way one signed lease would. Open
  5. Grid revenue growth. Power and capacity revenue doubled year over year and is the only line currently producing cash. Filed
Analyst assumption

The acquisition vehicle thesis assumes Vulcan can raise further capital on reasonable terms. Buying powered land at scale costs hundreds of millions. At a $74M market capitalization that implies large equity issuance, project level debt, or asset level partnerships. The MIG note's forced conversion trigger explicitly contemplates the company raising more than $75M in equity capital, which indicates the sponsors are planning for exactly this.

10Risks

Severity-ranked, most severe first.

PIPE closing risk Severe

Signed is not closed. Conditions include Nasdaq listing approval, execution of security documents, delivery of Mississippi collateral, and effectiveness of the stockholder consent. The outside date is October 10, 2026; the senior notes mature October 31, 2026, a 21 day buffer. If the PIPE fails the going concern scenario returns immediately, and the company has stated it cannot meet the maturity without restructuring.

Liquidity Severe

$7.1M of cash against $11.4M of quarterly operating burn as of the last reported quarter. Net debt rose from $25.2M at 31 March to $27.7M at 30 June.

Ongoing dilution Severe

Beyond the PIPE: the MIG convertible accrues 10% PIK interest compounding into principal, so the conversion share count grows over time; a 1,754,386 share warrant is outstanding; the equity plan expands by 2,500,000 shares; and the company has repeatedly settled debt and interest obligations in stock. The $200M shelf is currently throttled near $9.2M by the baby shelf rule, but that constraint lifts if non-affiliate float rises above $75M, so dilution capacity expands precisely when the stock performs well.

Control has shifted Moderate

Minority public shareholders now sit alongside sponsors holding board nomination rights, rights of first offer on future financings, a security interest in the assets, and consent rights over equity issuance. Interests are broadly aligned but not identically aligned.

Compensation practice Moderate

Twice in 2026 the Compensation Committee approved transaction-linked equity awards to the same three executives with vesting periods of three and seven days, structures that transfer value on grant rather than incentivizing future performance. Both were disclosed and approved. With the board about to be reconstituted under sponsor control, and sponsor incentive fees payable in cash or stock, how executive and sponsor compensation is set going forward warrants attention.

Environmental and permitting Moderate

The Title V permit was settled in November 2025 after a four year dispute, with the appeal discontinued February 2026. The settlement is genuine de-risking but requires a 44% reduction in permitted greenhouse gas emissions and a 25% reduction in actual emissions by 2030. Coal ash remediation of $17.3M must be completed by November 2028. Seneca Lake Guardian, the Committee to Preserve the Finger Lakes and the Sierra Club have opposed persistently.

Sector sentiment decoupled from sector spending Moderate

Aggregate 2026 hyperscaler capex is tracked near $700B to $750B and rising, yet the market punished the raise, with Alphabet falling about 7% and the complex selling off alongside. Demand for powered land is strengthening while willingness to pay for AI infrastructure exposure weakens. For a holder of un-contracted megawatts those forces point in opposite directions.

Rates are no longer a symmetric risk Moderate

On 29 July the Fed held at 3.50% to 3.75% on a 9 to 3 vote with all three dissenters wanting a hike, the first time since September 2016 that three officials dissented in the same direction. Markets price two 25bp increases in 2026. For a negative cash flow micro cap with a beta of 3.02, and for a strategy requiring project level debt, the rate path has turned one-directional against the story.

Execution gap Moderate

A company of roughly 32 employees with no AI/HPC operating history proposes to deliver hyperscaler grade colocation. The skills required are not the skills it has.

Volatility and liquidity Low

The stock moved from $1.71 on 17 July to $2.94 on 22 July and back to $2.10 on 31 July, a round trip of ten trading days, and from the 23 July close of $2.84 to the 31 July close it fell 26.1%. It closed at $2.16 on 3 August. Reported beta is 3.02. The 31 July session itself closed 1.9% lower. Volume on 31 July of 266,810 shares ran at roughly 3.7x the 71,320 share average, so the decline is occurring on meaningful turnover rather than a thin tape. Small float, thin coverage.

The decline did not stop at the round trip. Over the eight sessions to 14 August the stock fell further, to $1.65 on 10 August, and closed $1.84 on 14 August, the last completed session before this stamp. That is 14.8% below the 3 August basis this report previously carried and 7.6% above the $1.71 the PIPE investors paid in July. The premium the July financing established has very nearly gone. Every session in the series was checked against a second source and all seventeen agree to the cent. Market

11Bull / base / bear

Each case with its preconditions: what must be true, not what might be. No price targets are attached, because with no contracted revenue and a capital structure in flux any figure would imply false precision.

Bear

The PIPE fails to close by 10 October, whether through collateral delivery, listing approval or a party walking. The 31 October maturity arrives with $7M of cash and the company's own disclosure that it cannot pay, and restructuring follows with equity largely or entirely impaired. Alternatively the PIPE closes but regulatory approvals are not obtained by March 31, 2027, triggering redemption of the MIG note at 130% of principal, a cash call near $14M. Or AI capex sentiment turns and un-contracted megawatts reprice downward across the sector, with VIP compressing hardest. Or no tenant signs at all: emissions caps limit behind-the-meter expansion, the TVA study returns unfavourably, and the company remains a 106 MW merchant gas plant carrying an AI valuation that deflates toward its generation worth.

Requires: any one of financing failure, approval delay, sector derating, or continued absence of a tenant.

Base

The PIPE closes, the balance sheet is repaired and the existential question is answered, which is itself a material change from the position in May 2026. No AI/HPC contract is signed within twelve months. Development continues through studies, interconnection work and site plans, while revenue stays roughly $75M to $85M annualized and almost entirely from power sales. Adjusted EBITDA hovers near breakeven and development spending is funded by further equity issuance. The equity trades as an option on the sponsors' ability to source deals, with high volatility around each announcement and little fundamental anchor. Mississippi is monetized through a joint venture or partial sale rather than developed alone, providing capital but ceding upside.

Requires: PIPE closes; no tenant; power revenue holds; further equity issuance absorbed.

Bull

The PIPE closes cleanly before October, the $33M maturity is redeemed, and going concern doubt is formally removed at the Q3 10-Q. The NYSEG 60 MW interconnection agreement is executed, giving Dresden firm non-curtailable power an AI tenant can underwrite. A first colocation or lease agreement is signed, even a modest 30 to 60 MW deal, moving Vulcan from the un-contracted peer group toward the contracted one where TEV/MW multiples are several times higher. Machine and Atlas use Vulcan as intended, as a public roll-up vehicle acquiring powered land with sponsor-sourced deal flow. Grid revenue continues to grow and covers corporate overhead so the company is not burning cash while it develops.

Requires: PIPE closes; interconnection executed; a creditworthy tenant signs; sponsors deploy capital accretively.

12Research summary

A month ago this was a company with negative book equity, a going concern warning, and a debt maturity it had publicly stated it could not meet. It now has a signed $39.4M financing from credible infrastructure sponsors, a new name, a strategy aimed at the most in-demand asset class in the market, and a dated path to closing the financing. That is a material improvement and should not be dismissed as a rebrand. It also now has a quarter in which segment gross profit turned negative and cash fell to $3.2M, so the improvement is in the capital structure rather than in the business.

Three constraints remain in view. First, the fix is signed rather than done: the outside date sits three weeks before the maturity it is meant to retire, and until closing is confirmed the going concern disclosure stands as written. As of 1 August the Schedule 14C that must precede closing had not been filed.

Second, the speculative move has fully unwound and then some. Sophisticated buyers, including the CEO, CFO and President, paid $1.71 on 17 July. The stock ran to $2.94 on 22 July, fell 13.7% on 24 July, drifted to $2.10 by 31 July and $2.16 on 3 August, and closed at $1.84 on 14 August. It now sits 7.6% above the insider price, against 26.3% on 3 August and 72% at the 22 July peak close. The June quarter landed on 14 August, after that close, so the decline to it was not a response to the results. The most plausible reading remains that a rebrand-driven move round-tripped and that the market is now pricing the closing risk in front of the maturity. Estimate

Third, there is still no customer. Sector price discovery through 2026 has been unambiguous: the market pays for contracted backlog, not capacity. Vulcan has 104 energized megawatts, a 654 MW pipeline, and zero signed AI/HPC megawatts, and its own peer group is defined by that absence. Everything the bull case requires runs through a lease that does not yet exist.

The position being underwritten here is a management and sponsor team rather than an operating business. A permitted 106 MW generator with owned land is clearly worth something. The open question is whether Machine, Atlas and Conversant can convert a small upstate New York power plant into a scaled infrastructure platform faster than dilution erodes what existing shareholders own of it. That question will stay open for several quarters.

What would change the analysis

WhenEvent
OverdueSchedule 14C information statement. Not filed as of 1 August, twelve days after the 8-K. The consent cannot go effective until 20 days after furnishing, and the PIPE cannot close until the consent is effective.
Due Aug 14, 2026Q2 2026 results and Form 10-Q, on the 45-day statutory deadline for a June quarter rather than an estimated date. Watch whether the going concern disclosure repeats, the operating burn trend, and any interconnection update.
Sep 15, 2026Class B automatic conversion. Atlas's supervote expires by charter, and controlled company status lapses.
By Oct 10, 2026PIPE closing outside date. An 8-K confirming closing removes the solvency question; silence approaching this date is the loudest available warning.
Oct 31, 20268.50% senior notes mature, $33.1M. The notes trade separately as GREEL, so their price is a live public opinion on whether the company pays.
Q1 2027Mississippi 40 MW energization target. First test of whether development guidance is reliable.
By Mar 31, 2027Regulatory approvals deadline. Missing it triggers redemption of the MIG note at 130% of principal.
Any timeA signed AI/HPC lease or colocation agreement. Judge any announcement on megawatts, term length, counterparty credit quality and delivery date, in that order.

13Null categories

Requested categories with nothing to report, stated explicitly rather than omitted.

CategoryStatusBasis
DividendsNoneNone paid or declared. Negative stockholders' equity of $50.2M and unresolved going concern doubt make one implausible.
Share buybacksNoneNo program authorized. The MIG note's negative covenants and the $10M liquidity covenant make repurchases impractical.
Securities class actionNoneNo class action has been filed. Pomerantz, Glancy Prongay and Rosen announced investigations in 2022 and 2023 relating to the Support.com goodwill impairment period. No filed consolidated class action identified and none appears in current disclosures. Investigation announcements are not litigation.
AI and HPC revenueNoneRevenue from AI and HPC is $0. No customer contract announced in any filing or release.
Ownership registerCovered aboveAll 10 beneficial-ownership filings in the complete index were read on August 3, 2026, under both the SC and SCHEDULE form types. Set out in the capital structure section, section 07.
Index inclusionNoneThe issuer is not eligible for inclusion: market capitalization, negative equity and profitability screens exclude it from major indices.
Product pipelineNoneThe category does not apply to this business: infrastructure and merchant power with no product roadmap. Capacity milestones are the functional equivalent.
NT filingsNoneChecked against the complete index of 421 filings on August 12, 2026. One has been filed: a Form NT 10-K on March 27, 2024, for the year ended December 31, 2023, under the predecessor name. Its stated reason was changes to the revenue recognition policy and to the principal market used to measure the fair value of digital assets. None has been filed since, and none has ever been filed for a quarterly report.
Foreign private issuer formsNoneThe category does not apply: the issuer is a Delaware domestic filer, File No. 001-40808. Forms 6-K, 20-F, 40-F and the corresponding NT series cannot exist, so their absence carries no signal.

14Methodology & sources

Pricing basis is the August 14, 2026 close of $1.84, the last completed session before this stamp: 17 August was live when this file was built and had no close to strike against. Balance sheet figures are as of June 30, 2026 unless stated. The two market capitalizations are recomputed each from its own share count and never by scaling: 18,429,902 as-converted at $1.84 is $33,911,020, carried as $33.9M, and 35,576,092 post-PIPE at $1.84 is $65,460,009, carried as $65.5M. Market

The issuer independently confirms this basis, which is unusual and worth stating. Its investor presentation of 17 August prices its own pro forma capital structure at “$1.84 per share, the closing price of the Company’s Class A common stock on Nasdaq on August 14, 2026”, on 18.4mm shares outstanding as of August 12 and ~35.6mm pro forma, and publishes $33.9mm and ~$65.5mm of equity value. This report reached the same two figures from the 10-Q cover page before reading the deck. The 14 August close predates the Regulation FD disclosures of 17 August, so the price here has not been tested against the deck or the press release in it, though it does follow the quarterly report of that morning. Filed

Provenance tags

TagWhat it asserts
FiledStated in an SEC filing or company press release, cited by form and date. Also covers a dated official publication by a named non-SEC issuer, with the issuer named in the Source line: the FOMC statement and implementation note, the Federal Reserve calendar, NYSDEC permit records, and the New York Appellate Division order are carried on that basis. The company’s own investor relations coverage page is carried the same way, with the date it was read.
EstimateDerived or inferred here. The arithmetic is shown.
OpenExpected but unconfirmed. Nothing filed either way.
MarketPrice, volume, float and trading data, stamped with the close date. Also a third party’s published target or rating, attributed to the firm that issued it, and a research firm’s own published account of its coverage or of how it is paid, attributed to that firm and dated to the day it was read.

Facts and assumptions

ClaimStatusBasis
Name change effective Jul 20, 2026; ticker VIP from 24 JulFiledForm 8-K, Jul 20, 2026; release Jul 24, 2026
Going concern doubt disclosed; liquidity through Q3 2026 onlyFiledFY2025 10-K; Q1 2026 10-Q
$39.4M PIPE signed Jul 19, 2026, not yet closedFiledForm 8-K, Jul 20, 2026
17,146,190 PIPE shares at $1.71; outside date Oct 10, 2026FiledForm 8-K, Jul 20, 2026
210,000 RSUs granted 20 Jul, vested 23 Jul, to CEO, President, CFOFiledForm 8-K, Jul 23, 2026, Item 5.02
Class A 15,696,508 and Class B 2,733,394 outstanding at Aug 12, 2026FiledForm 10-Q cover page, Aug 14, 2026. The 2,680,031 previously carried as Class B outstanding is the Atlas group’s holding, not the class.
Insider sell-to-cover at $2.45 on 24 Jul: Kovler 35,721, Irwin 21,154FiledForms 4, Jul 24, 2026
104 MW energized, 654 MW pipelineFiledRelease, Jul 20, 2026. Company-defined, not independently verified.
Q1 2026 revenue $20.8M, net loss $4.6M, operating cash flow ($11.4M)FiledQ1 2026 release and 10-Q, May 2026
Closed $1.84 on Aug 14, 2026, the last completed sessionMarketMarket data, Aug 14, 2026 close, agreed to the cent across two independent sources over seventeen sessions
Title V permit settled Nov 2025 with 44% and 25% emissions reductionsFiledRelease Nov 7, 2025; appeal dismissed Feb 11, 2026
Fed held 3.50% to 3.75% on Jul 29, 2026, 9 to 3, all dissents favoring a hikeMarketFOMC statement, Jul 29, 2026
Schedule 14C not filed as of Aug 1, 2026OpenAbsence of filing on EDGAR at the as-of date
Pro forma 35,576,092 shares and ~$67M enterprise value at $1.84EstimateAssumes the PIPE closes as signed. The share count and the ~$1.3M of pro forma net debt behind it are now company-disclosed; the enterprise value is this report’s arithmetic on them.
Regulatory Approvals means a FERC application under Federal Power Act Section 203 and an application to the New York State Public Service CommissionFiledNamed in the Schedule 14C, preliminary (Aug 5, 2026) and definitive (Aug 17, 2026). Previously carried here as an inference.
The 26.1% drawdown reflects an unwinding speculative move, not new informationEstimateNo adverse disclosure accompanied it. Interpretation only.
Issuer’s coverage page names B. Riley Securities and Water Tower ResearchFiledInvestor relations coverage page, read Aug 4, 2026
Water Tower Research is an issuer-sponsored firm paid by the companies it coversMarketThe firm’s own published disclosure, read Aug 4, 2026
Vulcan discloses no engagement with Water Tower ResearchFiledFull-text search of the complete index of 421 filings under Central Index Key 0001844971, Aug 4, 2026
Prices at publication of $2.80 on Jul 11, 2024 and $1.10 on Feb 19, 2025MarketThe historical series holding this issuer’s record; both dates postdate the May 2023 consolidation
Screener share count of 13.22MMarketContradicted by filings. Conflicts with 18,429,902 as-converted and excludes the PIPE.
Claim that the company has exited bitcoin miningMarketContradicted by Q1 2026 mining revenue and the miner collateral pledge.

Sources

Primary. Form 8-K, July 20, 2026 (PIPE, name change, board, equity plan, stockholder consent); Form 8-K, July 23, 2026 (Item 5.02, executive RSU awards); Form 8-K, June 2026 (debt for equity exchanges); Form 8-K, March 11, 2026 (prior special bonus); Forms 4, July 22 and 24, 2026; Schedule 13D/A, July 8, 2026 and July 2026; Form 10-Q for the quarter ended March 31, 2026; Form 10-K for the year ended December 31, 2025; Forms S-3 (May 15, 2026), S-3/A (June 12, 2026) and 424B3 (July 2026), File No. 333-295953; DEF 14A (~April 30, 2026); company press releases dated 24 July, 20 July, 18 May, 9 April, 25 March, 11 March and March 5, 2026, and November 7, 2025; the company’s investor relations coverage page, read August 4, 2026.

Secondary. NYSDEC permit records; New York Appellate Division, Fourth Department, order of February 11, 2026; FOMC statement and implementation note of July 29, 2026 and the June 2026 dot plot; hyperscaler Q2 2026 earnings coverage; sector reporting on AI/HPC contracting, February to July 2026; Water Tower Research’s own disclosure and its initiation announcement of February 20, 2025, both read August 4, 2026. Market data as of the August 14, 2026 close, the last completed session before this stamp.

Not checked

The following were not examined and are gaps rather than clean findings: the indenture governing the 8.50% notes beyond the summary in the 10-Q; NYISO capacity auction results and forward power curves; intervenor filings in the NYSDEC docket beyond the settlement record; the FERC and NYPSC dockets themselves, now that both are named; the Form 8-K of July 23, 2026, Item 5.02; peer company filings underlying the contracted transactions cited in section 4; any state-level approvals bearing on the change of control; and the research notes themselves behind the coverage table in section 08, none of which has been read, so what each firm discloses inside its own note is not established.

15Document log

Newest first. The original build entry is never removed or rewritten.

August 17, 2026 Latest
Q2 2026 absorbed · 14C definitive · priced off Aug 14, 2026 close · $1.84 · $33.9M current, $65.5M pro forma
Correction

This report said the Regulatory Approvals were not specified and asked for them to be verified in the Schedule 14C. They were specified on August 5, 2026, in a filing already cited here for other things. Both the preliminary and the definitive information statement name an application to the Federal Energy Regulatory Commission under Section 203 of the Federal Power Act and an application to the New York State Public Service Commission under the New York Public Service Law. The reading carried here, “Section 203 approval, possibly with New York elements”, was right in both limbs and was carried as an unverified inference for twelve days after the company had verified it. The assumption box, the filed-versus-inferred register and the gaps list are all restated.

The headline read “A $74 million enterprise value” while the masthead beside it read ~$76M. The repricing of 3 August moved the figure and did not move the headline, so the document stated one number two ways for a fortnight. The headline now carries the pro forma enterprise value of ~$67M struck on the same basis as everything else here.

Class B shares outstanding were carried as 2,680,031. That is what the Atlas group holds; the class outstanding is 2,733,394. The June quarter report states it directly, and the difference propagated into the as-converted count, the current market capitalization and the dilution table. Shares outstanding move 17,966,380 → 18,429,902, being 15,696,508 Class A and 2,733,394 Class B on the 10-Q cover page at August 12, 2026.

The discount to the peer median read 48%, which belonged to a superseded $515k per megawatt. It was left behind by the 3 August repricing, which moved the multiple beside it to $530k without moving the discount. On the 14 August basis it is 53% against $464k.

The 10.00% notes due 2030 were carried at ~$3.8M pro forma. The filed principal is $3,740,000.

The second quarter is established and it is materially worse than the quarter this report was built on. Total revenue $3.4M against $12.9M, down 74%, with datacenter hosting down 94% to $390k. Segment gross profit turned negative at $(4.8M) against $1.0M positive, a line this report had no prior version of: the revenue that remains no longer covers the cost of producing it. Net loss $(9.9M), $(0.58) per share. Cash and equivalents $3.2M against $19.6M at the year end, with $6.0M of digital assets beside it. Total stockholders’ deficit $(57.5M) and accumulated deficit $398.9M.

Seasonality is the reading that makes the two quarters compatible, and the half-year split proves it. Six-month power and capacity revenue of $20.0M against a second quarter of $1.3M puts roughly $18.7M in the first quarter. This is a winter business reporting its summer quarter. The company also attributes part of the half to the November 2025 electrical switchgear failure, adding back $2.1M of switchgear repairs and $1.7M of contract pricing settlements.

Going concern is now stated both ways and this report carries both halves. Management states that projected cash flows are not sufficient to meet existing debt obligations and that this raises substantial doubt, then that the doubt has been alleviated counting the proceeds of the PIPE expected on closing. The alleviation rests on a financing that has not closed and cannot close before roughly 6 September.

The PIPE window has both ends for the first time. The definitive information statement is being mailed on or about August 17, the consent cannot be effective for at least twenty calendar days after that, so the earliest closing is on or about September 6, 2026, against a 10 October outside date and a 31 October maturity.

Repriced to the 14 August close. $2.16 → $1.84, down 14.8%. Current market capitalization $38.8M → $33.9M and pro forma $76.3M → $65.5M, each recomputed from its own share count rather than scaled. Pro forma enterprise value ~$76M → ~$67M; near-term value per megawatt on 144 MW ~$530k → ~$464k; on the 654 MW pipeline ~$117k → ~$102k. The premium to the $1.71 financing price moves 26.3% → 7.6%. The issuer prices its own investor presentation off the same 14 August close and publishes the same two market capitalizations, which this report had already derived from the 10-Q cover page.

Pro forma net debt stops being an estimate. It was carried as ~$0M. The company publishes ~$1.3M with the MIG note outstanding and ~$8.7M of net cash with it converted, and this report carries the first because the note converts at $2.1375 against a $1.84 close and is out of the money.

Known gaps in this version. The Form 8-K of July 23, 2026, Item 5.02, is unread. The FERC and NYPSC dockets are named and not examined. The investor presentation is furnished under Regulation FD rather than filed, so its comparables and per-megawatt figures are the issuer’s own selections and are tagged as estimates. Beta of 3.02 and the 52-week range keep their earlier dates, which are stated in the basis column. The restricted-stock table valuing awards at the 23 and 31 July closes is a dated comparison of that week and is not revalued at a later price.

August 13, 2026
Q2 filing timing rebased to the statutory deadline · priced off Aug 3, 2026 close
Correction

The timeline row for Q2 2026 results and the Form 10-Q read "~Aug 12, 2026", an estimate, where a statutory deadline was computable. A Form 10-Q for a quarter ended June 30 is due 45 days after quarter end for an emerging growth company, which EDGAR states Vulcan is, so the date is August 14, 2026. Filed The catalyst calendar carries the same correction and the reasoning behind it.

Nothing was filed and no figure moved. The submissions index was read on August 13, 2026 and shows nothing since a Preliminary Information Statement on Schedule 14C on August 5. This entry records a change of basis, not of fact.

August 12, 2026
Priced off Aug 3, 2026 close · no figure moved

Correction, carried from the calendar. The Schedule 14C information statement was recorded as unfiled and overdue. A Preliminary Information Statement on Schedule 14C was filed August 5, 2026, giving notice of action by written consent of majority stockholders controlled by Atlas Capital Resources GP LLC, the consent dated July 19, 2026 against a July 17 record date.

The consent is obtained, which is a closing condition satisfied. It approves the PIPE issuance under Nasdaq Rule 5635(b) and the equity plan increase under 5635(c). Both were already carried here from the July 20 8-K; what is new is the record-date capitalization. There were 15,400,548 Class A and 2,733,394 Class B shares outstanding, so the PIPE’s 17,146,190 Class A shares exceed the entire Class A count outstanding, and the Majority Stockholders held approximately 23.1% of capital and 66.2% of the total voting power.

The twenty-day clock has not started. Effectiveness runs from the definitive statement, not the preliminary, and the definitive has not been filed. The Regulatory Approvals remain unspecified in both the 8-K and the statement.

The filing sweep reaches August 5, 2026 across 421 filings, against 420 to July 24 at the previous entry. Q2 2026 results have not been filed. No figure moves and the price was not restruck.

August 4, 2026
Priced off Aug 3, 2026 close · $2.16 · $76.3M pro forma cap
Correction

The July 23, 2026 close was stated at $4.05, and no session closed there. The close was $2.84, on 1,373,163 shares against a high of $3.36, and the highest close of the July move was $2.94 on 22 July. Two market data services read on August 4, 2026 return that close and that volume to the share, and the sessions either side rest on filings rather than on services: the 17 July close of $1.71 is the price the company’s own release of 20 July names as the close on the last trading day before the subscription agreements were signed, and the 24 July close of $2.45 is the price on the three Forms 4 filed that day. Every figure this document computed from the wrong close moves with it.

The 23 July close $4.05 → $2.84. The fall from that close to the 31 July close 48% → 26.1%. The fall on 24 July 39.5% → 13.7%. The premium to the $1.71 financing price at the peak 137% → 72%, struck now against the 22 July close of $2.94, which is where the move peaked. The 210,000 vested restricted stock units valued at the 23 July close $850,500 → $596,400, and the three awards inside that total $506,250 → $355,000, $202,500 → $142,000 and $141,750 → $99,400. The round trip from $1.71 to the peak and back to $2.10 ran ten trading days rather than the nine stated.

The restricted stock table stays a comparison struck at the 23 and 31 July closes and both column headings keep their dates: the wrong input inside it moves, the comparison does not. Nothing in the document disagreed with the wrong close, which is why it stood as long as it did. A figure that anchors four others propagates into all four, and each of them then checks out against it.

Repriced to the August 3, 2026 close. The basis moves July 31, 2026 → August 3, 2026 and the price $2.10 → $2.16, up 2.86%. Current market capitalization $37.7M → $38.8M and pro forma $74.2M → $76.3M, each recomputed from its own share count rather than scaled. Pro forma enterprise value ~$74M → ~$76M; near-term value per megawatt on 144 MW ~$515k → ~$530k; on the 654 MW pipeline ~$113k → ~$117k. The premium to the $1.71 financing price moves 22.8% → 26.3%. The complete submissions index under Central Index Key 0001844971 was read again on August 4, 2026: it holds 420 filings, the most recent dated July 24, 2026, so nothing has been filed since the previous entry.

The current market capitalization now shows the counts it is built from. Its basis read "17,966,380 as-converted", which stated the product without its inputs. It now reads 15,286,349 Class A plus 2,680,031 Class B, both from the Schedule 13D/A of June 30, 2026, so every input to the figure traces to a filing rather than to the figure itself.

Analyst coverage is now a table, and the coverage set is the issuer’s own list. Section 08 sets out four actions with the analyst, the date, the rating, the target and the price at publication, which is the close on the last trading day before each action. Read on August 4, 2026 the issuer’s investor relations page names two covering firms, B. Riley Securities and Water Tower Research, and the second joins the table with John Roy against its initiation of February 20, 2025. That initiation carries no rating and no target, and the firm’s own disclosure states that no mention of a security in its reports is a recommendation, so those cells are a settled absence rather than an unread note. The same disclosure describes an issuer-sponsored firm paid by the companies it covers, up to $15,000 a month for the sponsored material on its site, which makes that conflict a business model rather than something a note discloses. Vulcan discloses no engagement of its own: a full-text search of the complete index of 420 filings under Central Index Key 0001844971 returns the firm’s name in none of them. Stifel Nicolaus is not on the issuer’s list and its last action stands at the downgrade of November 15, 2022, now recorded as coverage the firm has stopped publishing. Weiss Ratings is model-derived, and a service of that kind was never going to appear on an issuer’s list, so its absence there is not evidence. The B. Riley target of $4.00 remains the only published number. Three providers publish a consensus and disagree, at $4.00 over three analysts, $2.25 over two and $0.00 over one; all three are reported, none is averaged, and the reading recorded is that no meaningful consensus is available.

Two prices at publication move from Not established to a figure. The B. Riley target of July 12, 2024 was struck against the July 11, 2024 close of $2.80, and the Water Tower Research initiation against the February 19, 2025 close of $1.10. The earlier gap rested partly on a consolidation said to intervene; the last consolidation was the 1-for-10 of May 2023, which both actions postdate. The 2022 Stifel downgrade does not postdate it, so no price at publication is shown against that action and the reason recorded is now the right one.

Figures deliberately not restruck. Beta of 3.02 is a provider statistic and keeps its 31 July date. The restricted-stock table valuing awards at the 23 and 31 July closes is a dated comparison of that week's fall and is not revalued at a later price; the correction above moves the 23 July input inside it and leaves both column dates where they were. The 3 August close remains the pricing basis: on 4 August the price held $2.165 across reads at 12:24, 12:27 and 12:44, while volume reached 36,223 shares against 179,722 and 266,806 in the two completed sessions before it, and Nasdaq reported the market open, so that session had no close to price off.

Known gaps. The price service returns 499 sessions under the current symbol and seven under the former one, where it still shows a stale $2.84 and where a range or an average would be drawn from a week of trading. The former symbol is not used. What each covering firm discloses about this issuer inside its own note is not established, no note having been read; what is established is B. Riley’s advisory role, from the company’s own release, and Water Tower Research’s model, from that firm’s own disclosure. Whether Water Tower Research still covers the issuer is unestablished as well: the firm’s own list of covered companies, read August 4, 2026, runs to 83 names and does not include this one, while the issuer’s list, read the same day, does.

August 3, 2026
Priced off Jul 31, 2026 close · $2.10 · $74.2M pro forma cap
Correction

The claim that no notification of late filing had ever been made was false. A Form NT 10-K was filed on March 27, 2024 for the year ended December 31, 2023, under the predecessor name. Its stated reason was not administrative: changes to the revenue recognition policy and to the principal market used to measure the fair value of digital assets required further review before the audit could be finalised. The inference drawn from the supposed absence, that periodic reports have always been filed on time despite the going concern disclosure, does not survive it. What survives is narrower and is now what this document says: one late annual report in 2024, none since, and none ever for a quarterly report.

Revised against a sweep of the complete submissions index by Central Index Key, which reached August 3, 2026 and found nothing filed after 24 July. Pricing is unchanged: no session has closed since the 31 July close, so no figure has been restruck and only the as-of stamp moves, August 2, 2026 to August 3, 2026.

1. The ownership register is now set out in the capital structure section. All ten beneficial-ownership filings were read, and every one of the five most recent is an amendment by the same Atlas group, whose holding has risen from 3,551,820 shares to 4,185,382 across four amendments while its percentage has fallen from 27.4% to 23.1%. Both movements have one cause, the Equity Interest Payment Agreement, which settles interest owed to that holder in the stock everyone else is being diluted in.

2. Two Schedule 13G statements exist, from 2021 and 2022, neither amended since, so on the record as filed there is no passive institution above 5%.

Not changed: the section order, the pricing basis, the financing terms, the board reconstitution sequence, the dilution overlay, and the reading that the PIPE decides the equity story.

August 2, 2026
Priced off Jul 31, 2026 close · $2.10 · $74.2M pro forma cap
Correction

The $4.00 B. Riley Securities target was carried without its date. It was issued on July 12, 2024, when the firm lowered it from $5.00 and maintained a Buy rating. The target predates the going concern disclosure, the March exchange offer, the July financing and the rebrand, and is now reported with that date and that qualification.

The filing sweep was re-run on August 3, 2026 against Central Index Key 0001844971 rather than against the ticker, which matters here because the issuer renamed from Greenidge Generation Holdings and the symbol changed with it. The complete submissions index holds 420 filings between February 10, 2021 and July 24, 2026 and does not paginate, so every absence recorded above rests on the whole record. Ten of those filings are statements of beneficial ownership, five under the SC form types and five under the SCHEDULE spellings, and all ten were opened. Nothing has been filed after July 24, 2026. The Schedule 14C remains unfiled and the financing remains unclosed. One notification of late filing is on the index, a Form NT 10-K of March 27, 2024 for the 2023 annual report, and the null categories now record it. The pricing basis is the 31 July close and no session has closed since, so no figure was restruck.

Seven figures owed from an earlier rebuild are restored to the body. The pro forma share count is restated here as a pair, ~35.2M estimated then 35,322,570 filed, the estimate having survived only inside a quotation that is now removed. The pre-PIPE total of 18,176,380, roughly 18.18 million, is stated again as the sum of 17,966,380 as-converted and the 210,000 vested RSU shares. Trailing net income near $6 million is restored beside the P/E and EPS the screens derive from it, with the reported $5.3M alongside. The narrowing of the discount to the peer median is restored as roughly 10 percentage points rather than the earlier 24%, recomputed against the current $515k per megawatt rather than the $600k it was first written against. The premium to the financing price is restored with its date, 43% at the 24 July close. The 1.9% single-session decline on 31 July returns to the body rather than to the masthead strip.

One figure is superseded rather than restored. The characterisation of a sub-$100 million company is not reinstated: the file now states a current market capitalization of $37.7M and a pro forma figure of $74.2M, and a third, vaguer value for the same quantity would put two answers to one question back into the document.

Known gaps at this version: the nature of the Regulatory Approvals condition remains undisclosed, so the Federal Power Act Section 203 reading is still an inference; pro forma net debt near zero remains an estimate; and the Q2 and Q3 reporting dates remain cadence estimates, the company having confirmed neither.

August 1, 2026
Priced off Jul 31, 2026 close · $2.10 · $74.2M pro forma cap
Correction

The Form 8-K of July 23, 2026 was not captured at the original build. It discloses 210,000 restricted stock units granted to the CEO, President and CFO on 20 July, vesting 23 July. The award is now recorded in the capital structure section and in the dilution table, and a compensation practice risk has been added.

Price basis moved from the 24 July close of $2.45 to the 31 July close of $2.10. Enterprise value $86M → $74M; near-term TEV/MW $600k → $515k; pro forma share count refined from an estimate to 35,322,570 using exact figures from the Atlas Schedule 13D/A, which reports 15,286,349 Class A and 2,680,031 Class B outstanding at June 30, 2026.

A sweep across 8-K, 10-Q, 10-K, S-1, S-3, 424, 13D, Forms 3 and 4 and the NT series established that no NT filing has ever been made and that no company filing of any type has been made since 24 July. The Schedule 14C required before the PIPE can close remained unfiled at this date.

Valuation now notes that the discount to the peer median widens mechanically as the share price falls. Industry backdrop records that hyperscaler capex guidance rose while the sector sold off. Risks were extended to cover the hawkish 29 July FOMC hold and the compensation practice above. A caveat was added on unreliable screen data for this issuer.

Known gaps at this version: the nature of the Regulatory Approvals condition is undisclosed, so the Federal Power Act Section 203 reading remains an inference; pro forma net debt is estimated rather than filed; and two forward reporting dates are cadence estimates.

July 26, 2026 (original build)
Priced off Jul 24, 2026 close · $2.45 · $86M pro forma cap

Initial research report. Structure established at construction: business model, revenue streams, industry backdrop, competitive position, financial performance, the July financing, valuation, growth drivers, risks, bull, base and bear cases, and a summary, with a facts and assumptions ledger carried alongside.

Positions fixed at this version and still held: the dominant fact is the absence of a contracted AI/HPC tenant, at 104 MW energized against zero contracted; trailing price to earnings is an artifact of one-time asset sale gains and should not be used; the company's $415k per megawatt valuation comparison used a pre-PIPE share count and a stale price; and the widely syndicated claim that the company exited bitcoin mining is contradicted by its own filings.

Known gaps at this version: the Form 8-K of July 23, 2026 was not captured, so 210,000 executive restricted stock units were absent from the share count and from the governance discussion. Pro forma share count was an estimate rather than a filed figure.