Business Context and Reporting Period
Company: Keel Infrastructure Corp.
Filing Type: Form 8-K (Current Report)
Date of Report: June 9, 2026
Principal Event: Entry into a Material Definitive Agreement for the issuance of Convertible Senior Notes.
Key Financial Metrics and Transaction Details
| Metric | Value |
|---|---|
| Notes Issued | $458,000,000 aggregate principal amount |
| Note Type | 1.250% Convertible Senior Notes due 2032 |
| Interest Rate | 1.250% per annum (payable semi-annually) |
| Maturity Date | January 15, 2032 |
| Initial Conversion Price | Approximately $7.41 per share |
| Initial Conversion Rate | 134.9073 shares per $1,000 principal |
| Guarantor | Bitfarms Ltd. (Senior, unsecured basis) |
| Capped Call Cost | Approximately $41.7 million |
| Capped Call Cap Price | $11.86 per share |
Material Changes and Transaction Structure
- Debt Issuance: The Company issued $458 million in notes, which includes the full exercise of an option by initial purchasers to purchase an additional $58 million.
- Ranking: The Notes are senior unsecured obligations, ranking equal to existing 1.375% convertible senior notes due 2031 and effectively junior to secured indebtedness.
- Conversion Terms: Holders may convert notes only upon certain events before October 15, 2031. On or after that date, conversion is permitted at any time until the second trading day preceding maturity.
- Settlement: The Company may settle conversions in cash, shares, or a combination thereof.
- Hedging: The Company entered into capped call transactions to reduce potential dilution and offset cash payments upon conversion, subject to a cap price of $11.86 per share.
Guidance, Risks, and Contingencies
- Redemption Rights: The Company may redeem notes on or after July 20, 2029, if the stock price is at least 130% of the conversion price for 20 trading days within a 30-day period.
- Fundamental Change Repurchase: Upon a "Fundamental Change" (e.g., business combination), noteholders may require the Company to repurchase notes at principal plus accrued interest.
- Events of Default: Includes payment defaults, failure to convert, bankruptcy, and defaults on other indebtedness exceeding $25 million.
- Forward-Looking Statements: The filing contains projections subject to risks and uncertainties that may cause actual results to differ materially.
Investor Verification Checklist
- Verify the full text of the Indenture (Exhibit 4.1) for specific covenants and default triggers.
- Confirm the impact of the $41.7 million capped call cost on immediate cash flow and future earnings.
- Review the potential dilution impact of up to 77,234,372 shares of Common Stock issuable upon conversion.
- Assess the creditworthiness of Bitfarms Ltd. as the guarantor of the payment obligations.
- Monitor the stock price relative to the $7.41 conversion price and $11.86 cap price to evaluate redemption and conversion likelihood.