Keel Infrastructure Corp. (KEEL) - Q2 2026 10-Q Summary
Business Context and Reporting Period
This report covers the quarter ended June 30, 2026. Keel Infrastructure Corp. (formerly Bitfarms Ltd.) completed a U.S. redomiciliation transaction on April 1, 2026, becoming a Delaware corporation while retaining Bitfarms as a subsidiary. The company is strategically pivoting from Bitcoin mining to High-Performance Computing (HPC) and Artificial Intelligence (AI) infrastructure. Effective June 29, 2026, the company ceased all Bitcoin mining operations in the United States (Washington State, Panther Creek, Scrubgrass, and Sharon sites) to convert these facilities for HPC use. Legacy mining operations continue in Canada.
Key Financial Metrics
| Metric (in thousands, except per share) | Q2 2026 | Q2 2025 | YTD Q2 2026 | YTD Q2 2025 |
|---|---|---|---|---|
| Revenues | $30,430 | $60,908 | $67,422 | $108,559 |
| Cost of Revenues | $(117,183) | $(64,794) | $(180,480) | $(112,169) |
| Gross Loss | $(86,753) | $(3,886) | $(113,058) | $(3,610) |
| Net Loss | $(64,995) | $(5,501) | $(210,348) | $(61,054) |
| Diluted EPS (Continuing Ops) | $(0.11) | $0.02 | $(0.32) | $(0.05) |
| Cash and Restricted Cash | $768,893 | $110,439 | $768,893 | $110,439 |
| Long-Term Debt (Net) | $1,019,075 | $572,447 | $1,019,075 | $572,447 |
| Bitcoin Holdings | 2,261 BTC ($132.4M) | 1,176 BTC ($126.0M) | 2,261 BTC ($132.4M) | 1,176 BTC ($126.0M) |
Material Changes vs. Prior Period
- Revenue Decline: Revenues dropped 50% in Q2 2026 compared to Q2 2025, primarily due to a lower average Bitcoin price ($72,020 vs. $97,942), higher network difficulty, and the shutdown of U.S. mining sites.
- Accelerated Depreciation: Cost of revenues increased significantly due to $63.0 million in accelerated depreciation expense resulting from the revision of useful lives for assets at U.S. sites being converted to HPC.
- Derivative Gains: A non-operating gain of $77.0 million on capped call transactions (related to 2025 Convertible Notes) offset operating losses, driven by an increase in the company's stock price.
- Debt Restructuring: The company fully repaid its Macquarie Credit Facility ($116.9 million) in February 2026, incurring a $21.6 million loss on extinguishment. In June 2026, it issued $458.0 million in new 2026 Convertible Notes.
- Discontinued Operations: The company completed the sale of its Paraguay operations (Paso Pe data center) for $13.0 million and sold its Argentina subsidiary for $0.1 million.
Guidance, Outlook, and Risks
- Strategic Pivot: Management is focused on converting U.S. sites (Washington, Pennsylvania) and Quebec sites into HPC data centers. No HPC revenue has been recognized yet as of June 30, 2026.
- Liquidity: The company holds $715.5 million in cash and $132.4 million in Bitcoin. Management believes existing resources are sufficient for the next 12 months, though capital intensity will increase with HPC construction.
- Risks:
- Execution Risk: Delays in HPC development or failure to secure customers could impact future profitability.
- Bitcoin Volatility: Continued reliance on Bitcoin mining in Canada exposes the company to price volatility and network difficulty changes.
- Regulatory/Tariffs: Potential U.S. tariffs on imported mining equipment and changing energy regulations pose risks to costs and operations.
- Legal: A pending class-action lawsuit regarding alleged false statements (filed May 2025) remains unresolved.
Investor Verification Checklist
- HPC Conversion Timeline: Verify the specific milestones and expected revenue commencement dates for the Washington and Pennsylvania HPC sites.
- Energy Contracts: Confirm the status of long-term power purchase agreements for the new HPC facilities, particularly in Quebec and Pennsylvania.
- Bitcoin Treasury Strategy: Review the "Bitcoin 2.1" program details to understand the hedging strategy and potential dilution from selling future production.
- Debt Covenants: Assess the impact of the new 2026 Convertible Notes on future cash flow and potential dilution upon conversion.
- Legal Exposure: Monitor the status of the In re: Bitfarms Securities Litigation class action.