Business Context and Reporting Period
This Form 6-K filing by Bitfarms Ltd. (not Keel Infrastructure Corp.) covers the month of October 2025, specifically dated October 10, 2025. The report details an amendment to a private debt facility with Macquarie Equipment Capital, Inc. intended to finance the development of a data center campus in Panther Creek, Pennsylvania.
Key Financial Metrics and Debt Structure
- Total Facility Size: Up to $300 million.
- Immediate Drawdown: An additional $50 million tranche is to be drawn subject to closing conditions.
- Equity Component: Macquarie will receive warrants to purchase $10 million worth of shares at a strike price equal to a 25% premium over the trailing 5-day volume-weighted average price (subject to a floor).
- Liquidity Requirements: The company must maintain a minimum cash balance of $50 million while the facility is outstanding.
- Collateral Structure: The amendment limits borrowers and guarantors to certain project-specific subsidiaries, releasing other U.S. and Canadian subsidiaries from previous guarantees and pledges.
Material Changes Versus Prior Period
The primary material change is the restructuring of the Loan Agreement to isolate risk to project-specific subsidiaries rather than the broader corporate entity. Additionally, the filing introduces a new equity kicker (warrants) for the lender and establishes a mechanism requiring the deposit of additional cash if the average Bitcoin price drops below specific thresholds.
Guidance, Outlook, and Risks
- Use of Proceeds: Funds are designated for the Panther Creek data center project, subject to milestone achievements.
- Covenants: The agreement includes standard restrictions on dispositions, dividends, debt incurrence, liens, and material business changes.
- Market Risk: The facility includes a Bitcoin price contingency requiring additional cash deposits if prices fall, which creates a liquidity risk tied to cryptocurrency market volatility.
- Future Funding: Additional tranches beyond the initial $50 million draw are subject to specific conditions and Macquarie's consent.
Investor Verification Checklist
- Verify the specific Bitcoin price thresholds that trigger mandatory cash deposits.
- Confirm the exact closing conditions required to draw the initial $50 million tranche.
- Review the specific milestones required to access future funding tranches under the $300 million facility.
- Assess the impact of the warrant issuance on existing shareholder dilution.
- Confirm which specific subsidiaries remain as guarantors versus those released from liability.