Greenidge Generation Holdings Inc.
A power-generation and digital-infrastructure company that runs a natural-gas plant on the shores of Seneca Lake in Dresden, New York. That same plant, originally built as a coal-fired station in 1937, has powered the company's own bitcoin-mining operations alongside feeding electricity to the local grid. The company went public in 2021 through a merger with Support.com, and recently rebranded from Greenidge to Vulcan Infrastructure and Power as it shifts toward powering AI and high-performance computing sites.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5.
| Holder | Schedule | % of class | Shares | Filed |
|---|---|---|---|---|
| Atlas Capital GP LP | 13D/AActivist | 23.1% | 4.19M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Atlas Capital Resources GP LLC | 13D/AActivist | 23.1% | 4.19M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Andrew M. Bursky | 13D/AActivist | 23.1% | 4.19M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Timothy J. Fazio | 13D/AActivist | 23.1% | 4.19M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Atlas Capital Resources (A9) LP | 13D/AActivist | 16.1% | 2.91M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Atlas Capital Resources (A9-Parallel) LP | 13D/AActivist | 5.8% | 1.05M | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| GGH Bridge Investment LP | 13D/AActivist | 0.7% | 119.0K | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||
| Atlas Capital Resources (P) LP | 13D/AActivist | 0.6% | 106.6K | Jul 20, 2026 |
Item 4 of the Original Schedule 13D is hereby amended and supplemented with the following: On July 19, 2026, Atlas GREE Investment Holdco LLC, a Delaware limited liability company and an affiliate of the Reporting Persons ("Purchaser"), entered into a subscription agreement (the "Subscription Agreement") with the Issuer, pursuant to which Purchaser has agreed to purchase, 2,923,976 shares (the "Shares") of the Issuer's Class A Common Stock, par value $0.0001 per share (the "Class A Common Stock"), at a price per share of $1.71, for an aggregate purchase price of $5,000,000, in a private placement (the "Private Placement"). The closing of the Private Placement is subject to the satisfaction or waiver of certain customary conditions. In connection with the closing of the Private Placement, pursuant to an Investor Rights Agreement to be entered into between the Issuer and Purchaser (or its permitted assigns) (the "Investor Rights Agreement"), the Issuer's board of directors (the "Board") will be reconstituted to consist of ten (10) members, including four (4) directors nominated by Purchaser, and following the receipt of certain regulatory approvals, the size of the Board will be reduced to eight (8) members, including one (1) director nominated by Purchaser and one (1) independent director identified by Purchaser (subject to the consent of the Issuer and another investor). Pursuant to the Investor Rights Agreement, following the Issuer's 2027 annual meeting of stockholders, if Purchaser and its affiliates collectively beneficially own at least 7.5% of the outstanding Class A Common Stock on a fully diluted basis, Purchaser will have the right to nominate two (2) directors and if such ownership is less than 7.5% but at least 5.0%, Purchaser will have the right to nominate one (1) director. In addition, the Investor Rights Agreement will provide Purchaser with certain other rights so long as it maintains certain share ownership thresholds, including the right to have an Atlas director serve on the capital committee of the Board, the right to appoint a non-voting Board observer, a right to purchase its pro rata share of issuances of equity or securities convertible or exchangeable for equity of the Issuer (subject to certain exceptions), and customary registration rights. Under the Investor Rights Agreement Purchaser will also be entitled to project-level acquisition fees and/or promote incentives, to be paid in the form of cash or shares of Class A Common Stock, for certain post-closing services provided to the Issuer, subject to arm's-length terms and required approvals. The foregoing description of the Private Placement, Subscription Agreement and Investor Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Subscription Agreement, which is filed as Exhibit 99.3 to this Amendment No. 5 and the form of Investor Rights Agreement, which is filed as Exhibit 99.4 to this Amendment No. 5. | ||||