Welcome to our dedicated page for Bitfarms SEC filings (Ticker: BITF), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
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., a Delaware corporation, has become the new parent of Bitfarms Ltd. through a 1-for-1 share exchange as part of a U.S. redomiciliation plan. Former Bitfarms shareholders received one share of Keel common stock for each Bitfarms share, in a transaction exempt from registration under Section 3(a)(10) of the Securities Act.
Keel will succeed Bitfarms as the listed entity, with its common stock trading on Nasdaq and the TSX under the symbol “KEEL” beginning April 6, 2026, when Bitfarms shares are delisted. Keel also became co‑obligor on Bitfarms’ US$588 million 1.375% convertible senior notes due January 15, 2031, and will report as a U.S. domestic registrant.
The board and executive team largely carry over from Bitfarms, and Keel assumed several existing long-term incentive plans, amending them so awards settle in Keel common stock. Keel’s new charter authorizes up to 1.5 billion common shares and 120 million preferred shares, includes various Delaware-style anti‑takeover and governance provisions, and expands indemnification protections for directors and officers.
Bitfarms Ltd. files its annual report and details a major strategic pivot from pure Bitcoin mining toward high‑performance computing (HPC) and AI data center infrastructure. The company plans a U.S. redomiciliation into Delaware‑based Keel Infrastructure Corp., with each Bitfarms share exchanging for one Keel common share.
Bitfarms positions itself as a North American digital and energy infrastructure platform, built on a 2.2 GW power capacity pipeline, including 648 MW of secured gross data center capacity and 1,513 MW of additional identified capacity across U.S. and Québec sites. These assets are being repurposed from mining toward HPC data centers targeting hyperscalers, cloud providers, and AI firms, with initial data center revenue anticipated in 2027.
Bitcoin mining remains a legacy cash‑generation business: as of December 31, 2025, Bitfarms operated 113,649 ASIC miners delivering 14.8 EH/s, with one mining pool representing 88% of 2025 revenue. For 2025, the company reported a loss from continuing operations of $208.5 million and highlights significant regulatory and power‑cost risks, especially in Québec and PJM markets. As of March 30, 2026, Bitfarms reports approximately $520 million in liquidity and has issued $588 million of 1.375% Convertible Senior Notes due 2031 to help fund its HPC build‑out.
Bitfarms Ltd. is transitioning to U.S. domestic issuer status and U.S. GAAP reporting, restating all 2025 interim results and preparing its annual report on Form 10-K under U.S. rules. The company generated Q1 2025 revenue of $66,620 thousand, up from $50,317 thousand a year earlier, but reported a net loss of $55,553 thousand versus prior net income of $2,653 thousand.
The loss reflects higher energy and hosting costs, derivative losses, and an impairment charge of $18,824 thousand, including $17,504 thousand tied to its Argentina asset group. Bitfarms completed the stock-for-stock acquisition of Stronghold Digital Mining with total consideration of $144,695 thousand and sold its Yguazu, Paraguay data center for total consideration of $63,272 thousand, recognizing a gain of $5,237 thousand. At March 31, 2025, the company held digital assets valued at $123,232 thousand, total assets of $771,703 thousand and stockholders’ equity of $661,434 thousand, with 553,644,380 common shares outstanding.
Bitfarms reported fiscal 2025 results showing rapid growth but deep losses as it pivoted from Bitcoin mining to high-performance computing (HPC) infrastructure. Revenue from continuing operations rose to $229.3 million, up about 72% from 2024, driven by its North American digital infrastructure portfolio.
Despite this growth, Bitfarms posted a net loss of $284.5 million, sharply higher than the prior year, with a continuing-operations loss of $208.5 million and a gross loss of $18.9 million. Adjusted EBITDA from continuing operations was positive at $28.9 million, reflecting underlying cash profitability after excluding non-cash and one-time items.
As of March 27, 2026, the company held about $520 million in liquidity, including $359 million in cash and $161 million in unencumbered Bitcoin, and is advancing a 2.2 GW North American development pipeline. Shareholders approved a U.S. redomiciliation and rebrand to Keel Infrastructure, with Keel shares expected to trade on Nasdaq and TSX under “KEEL” following closing.
Bitfarms Ltd. reports that shareholders have overwhelmingly approved a statutory plan of arrangement to redomicile the company from Canada to the United States and rebrand as Keel Infrastructure. At the special meeting, approximately 99.3% of votes cast supported the U.S. redomiciliation and related arrangement.
The meeting had participation from holders of 177,194,069 common shares, representing about 29.4% of shares outstanding as of February 13, 2026. Completion of the redomiciliation, expected on or about April 1, 2026, remains subject to court approvals and other conditions. Keel common stock is expected to trade on Nasdaq and the TSX under the ticker “KEEL” following completion, once all listing requirements are met.
Bitfarms Ltd. has scheduled the release of its fourth quarter 2025 financial results for March 31, 2026, before the market opens. Management will host a conference call the same day at 8:00 a.m. EST, with a live webcast and replay available through its investor site.
The company describes itself as a North American digital infrastructure and energy company focused on high-performance computing workloads, including artificial intelligence. It highlights a 2.1 GW North American energy portfolio across energized, under-development, and pipeline megawatts in established data center clusters.
Bitfarms Ltd. is asking shareholders to approve a plan to move its legal home from Canada to the United States. Shareholders of record as of February 13, 2026 can vote on an arrangement resolution at a special meeting scheduled for March 20, 2026.
The company highlights expected benefits from the U.S. redomiciliation, including better access to U.S. capital, possible inclusion in more stock indices, reduced regulatory and political risk, and closer alignment with U.S. shareholder and customer requirements. Bitfarms would also shift from foreign private issuer status to filing as a domestic SEC registrant.
Independent proxy advisory firms, including Institutional Shareholder Services, support the Board’s unanimous recommendation to vote for the redomiciliation. The arrangement resolution requires approval by at least two-thirds of votes cast, and Bitfarms provides phone and online resources to help shareholders submit proxies before the March 18, 2026 deadline.
Bitfarms Ltd. is expanding its leadership team to support a strategic shift toward high-performance computing and AI-focused digital infrastructure. The company has hired senior leaders in construction, power, HPC operations, permitting, marketing, and finance and strategy, many with decades of experience in hyperscale data centers and energy projects.
These executives will help guide U.S. domiciliation, large-scale HPC/AI data center development, permitting across multiple jurisdictions, and capital markets and partnership activities. Bitfarms describes itself as a North American digital infrastructure and energy company with a 2.1 GW energy portfolio spanning energized, under-development, and pipeline capacity for advanced computing applications.
Bitfarms Ltd. has filed an update about its plan to move its corporate domicile from Canada to the U.S. and rebrand as Keel Infrastructure, shifting fully to an infrastructure-first strategy for HPC/AI data centers across North America.
The company has called a special shareholder meeting for March 20, 2026, with shareholders of record as of February 13, 2026 eligible to vote. The board unanimously recommends voting FOR the arrangement resolution, which requires at least two-thirds of votes cast.
Bitfarms notes that leading independent proxy advisory firms, including ISS, have recommended that shareholders support the U.S. redomiciliation. The filing highlights expected benefits such as better access to U.S. capital markets, potential index inclusion, and closer alignment with U.S. regulatory and customer requirements, while cautioning that these outcomes are not guaranteed and are subject to various risks and approvals.
Bitfarms Ltd. filed an update highlighting that leading independent proxy advisory firms, including ISS, have recommended shareholders vote FOR a special resolution approving its U.S. redomiciliation. The resolution will be decided at a virtual special shareholder meeting scheduled for March 20, 2026.
The company presents the U.S. redomiciliation as a way to improve access to U.S. capital, increase potential index inclusion, reduce regulatory and political risk, and align with U.S. customer and shareholder expectations. It would also transition Bitfarms from a foreign private issuer to a domestic SEC filer as it advances its strategy to evolve from legacy Bitcoin mining toward a North American digital infrastructure and energy platform under the Keel Infrastructure brand.
The arrangement requires approval by at least two-thirds of votes cast. Shareholders of record as of the close of business on February 13, 2026 may vote, with a proxy voting deadline of 9:00 a.m. Eastern Time on March 18, 2026.