Business Context and Reporting Period
This Form 8-K, dated April 1, 2026, reports the completion of the U.S. Redomiciliation Transaction by Keel Infrastructure Corp. (formerly Bitfarms Ltd.). Effective April 1, 2026, Keel, a Delaware corporation, became the ultimate parent company of Bitfarms Ltd. (Ontario) and its subsidiaries via a statutory plan of arrangement. Keel is now a domestic registrant under the Exchange Act, replacing Bitfarms Canada as the successor issuer. The company's common stock began trading on the Nasdaq and TSX under the symbol "KEEL" on April 6, 2026.
Key Financial Metrics
The filing does not provide specific revenue, profit, cash flow, or margin data for the reporting period. However, it discloses the following debt and capital structure details:
- Debt Assumption: Keel became a co-obligor for US$588 million aggregate principal amount of convertible senior notes issued in October 2025.
- Note Terms: Interest rate of 1.375% per annum, payable semi-annually, maturing on January 15, 2031.
- Capital Stock: Authorized capital includes 1.5 billion shares of common stock ($0.001 par value) and 120 million shares of Class A preferred stock ($0.001 par value).
- Share Exchange: Former Bitfarms Canada shareholders received one share of Keel Common Stock for each Bitfarms Canada Common Share held.
Material Changes Versus Prior Period
The primary material change is the legal and operational shift from a Canadian corporation to a Delaware corporation. Key changes include:
- Reporting Status: Transition from a foreign private issuer to a domestic registrant under U.S. periodic and current reporting requirements.
- Debt Structure: Keel formally assumed the obligations of the US$588 million convertible senior notes via a Supplemental Indenture.
- Corporate Governance: Adoption of a new Amended and Restated Certificate of Incorporation and Bylaws under Delaware law, replacing Ontario corporate statutes.
- Equity Plans: Assumption of Bitfarms Canada's 2021 and 2025 Long-term Incentive Plans and Stronghold's Omnibus Incentive Plan, with amendments to ensure awards are settled in Keel Common Stock.
Guidance, Outlook, and Risks
Management Commentary and Outlook:
- Keel intends to continue Bitfarms Canada's dividend practices, subject to board discretion and financial commitments.
- The company will continue the Normal Course Issuer Bid (NCIB) to purchase up to 49,943,031 shares for cancellation through July 27, 2026.
- Authorized preferred stock may be utilized for future capital-raising strategies to support growth.
- Anti-Takeover Provisions: New Delaware law provisions, including Section 203, undesignated preferred stock, and advance notice bylaws, may deter hostile takeovers or changes in control.
- Forward-Looking Statements: The filing includes standard disclaimers that actual results may differ materially from projections due to market conditions and other risks.
- Indemnification: New indemnification agreements limit director and officer liability to the fullest extent permitted by Delaware law, which may discourage shareholder litigation.
Investor Verification Checklist
- Verify the trading symbol "KEEL" on Nasdaq and TSX starting April 6, 2026.
- Confirm the terms of the US$588 million convertible senior notes (1.375% interest, 2031 maturity) in the Supplemental Indenture (Exhibit 4.1).
- Review the Amended and Restated Certificate of Incorporation (Exhibit 3.1) for specific anti-takeover provisions and preferred stock rights.
- Check the status of the Normal Course Issuer Bid (NCIB) for share repurchase activity.
- Examine the amended equity incentive plans (Exhibits 10.1-10.6) to understand dilution risks from future awards.