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Filings for Bitfarms Ltd., now Keel Infrastructure Corp., document the company's transition from a Canadian foreign private issuer to a U.S.-domiciled domestic SEC filer and its public reporting as a digital infrastructure and energy company. The record includes Form 6-K reports, Form 8-K material-event disclosures, operating and financial results, shareholder voting materials, and redomiciliation-related corporate actions.
Keel Infrastructure's filings also cover common-stock registration, governance matters, executive employment agreements, material agreements, capital-structure disclosures, and securities listed on Nasdaq under the KEEL symbol. These documents provide formal disclosure around the company's data-center and energy-infrastructure business, reporting obligations, share repurchase activity, and corporate-status history.
Keel Infrastructure Corp. is raising capital through an offering of $400 million aggregate principal amount of 1.250% convertible senior notes due 2032, upsized from a previously announced $350 million deal. Initial purchasers also have a 13‑day option to buy up to an additional $58 million of notes.
The notes carry a 1.250% annual coupon, payable semi‑annually, and mature on January 15, 2032. They are initially convertible at 134.9073 shares per $1,000 of notes, implying a conversion price of about $7.41, a 25% premium to the $5.93 share price on June 4, 2026. Keel may settle conversions in cash, stock, or both.
Keel plans to use part of the net proceeds to fund capped call transactions with a cap price of $11.86 per share, a 100% premium to the same reference price, to help limit potential dilution or excess cash payments upon conversion. Remaining proceeds are earmarked for general corporate purposes, including deposits for long‑lead equipment and collateral for letters of credit tied to expanding or accelerating data center development projects.
Keel Infrastructure Corp. plans a private offering of $350 million aggregate principal amount of convertible senior notes due 2032, subject to market and required exchange approvals. Initial purchasers are expected to receive a 13‑day option to buy up to an additional $58 million of notes.
The notes will be senior unsecured obligations of Keel, fully and unconditionally guaranteed on a senior unsecured basis by Bitfarms Ltd. They will accrue interest payable semi‑annually and will be convertible into cash, Keel common stock, or a combination, at Keel’s election, with specific terms set at pricing.
Keel intends to use part of the net proceeds to enter into capped call transactions designed to limit dilution or higher cash outlay on conversion, with the remainder earmarked for general corporate purposes, including deposits and collateral for data center development projects.
Keel Infrastructure Corp. Schedule 13G: Jane Street Group, LLC and its subsidiaries report beneficial ownership of 30,542,386 shares, representing 5.1% of the common stock. The filing attributes shared voting and dispositive power over these shares to Jane Street entities.
Jane Street Group and affiliated entities reported shared beneficial ownership of common shares of Keel Infrastructure Corp. The filing lists 23,067,671 shares held with shared voting and dispositive power, representing 3.8% of the class.
The cover shows related subsidiaries and per-entity breakdowns: Jane Street Capital, LLC 9,808,713 shares (1.6%), Jane Street Global Trading, LLC 13,200,360 shares (2.2%), and Jane Street Options, LLC 58,598 shares (0.0%). Signatures by an authorized signatory are dated 05/11/2026.
Keel Infrastructure Corp., successor to Bitfarms, reported significantly weaker results for the quarter ended March 31, 2026. Revenue was $36,992,000, down 22% from $47,651,000 a year earlier, while cost of revenues rose to $63,297,000, leading to a gross loss of $26,305,000 and a gross margin of -71%.
Operating loss widened to $98,388,000 from $34,841,000, reflecting higher general and administrative expenses, larger fair value losses on digital assets, and an impairment of long‑lived assets. Net loss increased to $145,353,000 from $55,553,000, including losses from discontinued operations.
Keel reported EBITDA of -$100,006,000 versus -$20,320,000 and a negative EBITDA margin of -270%. Adjusted EBITDA fell to -$16,710,000 from $6,903,000, as digital asset volatility, debt extinguishment, and other non‑recurring costs weighed on results. Despite this, management highlighted approximately $533,000,000 of liquidity as of May 8, 2026, including $336,000,000 in cash and $197,000,000 in unencumbered Bitcoin, to fund development at its Panther Creek, Sharon, and Moses Lake projects.
Keel Infrastructure Corp. filed a Form S-3 shelf registration to permit offers and sales from time to time of common stock, preferred stock, depositary shares, warrants, subscription rights, purchase contracts and purchase units.
The prospectus states net proceeds will be used for general corporate purposes. It discloses Keel's authorized capital (1,500,000,000 shares common; 120,000,000 shares preferred) and an infrastructure pipeline of 2.2 GW power capacity comprising 648 MW secured and 1,513 MW planned. The filing also summarizes corporate governance provisions and indemnification arrangements.
Gagnon Benjamin reported acquisition or exercise transactions in this Form 4 filing.
Keel Infrastructure Corp. reported that Chief Executive Officer Benjamin Gagnon received a grant of 1,665,300 restricted stock units (RSUs) on April 2, 2026. Each RSU represents a contingent right to receive one share of common stock or equivalent cash at the company’s election.
The RSUs vest yearly in three equal installments, beginning on April 2, 2027. This is a non-cash equity compensation award that, if and as it vests and is settled in shares, will increase Gagnon’s ownership in the company over time.
Ammann Marc-Andre reported acquisition or exercise transactions in this Form 4 filing.
Keel Infrastructure Corp.’s Principal Accounting Officer, Marc-Andre Ammann, received a grant of 267,638 restricted stock units (RSUs) tied to the company’s common stock. Each RSU represents a contingent right to receive one share of common stock or an equivalent cash value at the company’s election.
The RSUs vest yearly in three equal installments starting April 2, 2027, creating a multi-year incentive that links compensation to future company performance. Following this grant, Ammann beneficially owns 267,638 RSUs directly, with no additional derivative positions shown in this filing.
WILSON LIAM DANIEL reported acquisition or exercise transactions in this Form 4 filing.
Keel Infrastructure Corp.’s Chief Operating Officer, Wilson Liam Daniel, received a grant of 743,438 restricted stock units (RSUs) on April 2, 2026. Each RSU represents a contingent right to receive one share of common stock or an equivalent cash value at the company’s election.
The RSUs vest yearly in three equal installments starting April 2, 2027, aligning his compensation with longer-term company performance. Following this grant, his reported holdings from this award total 743,438 underlying shares of common stock.