Keel Infrastructure Corp. (KEEL): M&A transaction — Bitfarms completes redomicile to Delaware; now Keel Infrastructure Corp. (KEEL)

Keel Infrastructure Corp.

Effective April 1, 2026, Bitfarms Ltd. redomiciled from Ontario to Delaware; Keel Infrastructure Corp. is the successor issuer.
Keel assumed Bitfarms Canada's $588M 1.375% convertible senior notes due 2031 as co-obligor.
Keel assumed the NCIB to repurchase up to 49,943,031 shares through July 27, 2026.
Keel Common Stock will trade on Nasdaq and TSX under symbol KEEL starting April 6, 2026.
Directors and executive officers of Bitfarms Canada remain; board committees unchanged.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.03 item 5.01 item 5.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.95

Keel Infrastructure Corp. incurred convertible notes of US$588 million aggregate principal amount with Computershare Trust Company, N.A. at 1.375% per annum maturing January 15, 2031.

Instrument: convertible notes
Principal: US$588 million aggregate principal amount
Counterparty: Computershare Trust Company, N.A.
Rate: 1.375% per annum
Maturity: January 15, 2031
Event: incurrence

Exact text from the filing

the Indenture governs the terms of Bitfarms Canada’s US$588 million aggregate principal amount of convertible senior notes, which were issued in October 2025. These notes bear interest at a rate of 1.375% per annum, payable semi-annually in arrears, and mature on January 15, 2031.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Keel Infrastructure Corp.: Adopted Bylaws effective as of February 5, 2026 (effective 2026-02-05).

Change: bylaw amendment
Effective: 2026-02-05

Exact text from the filing

In addition, Keel adopted Bylaws effective as of February 5, 2026

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Keel Infrastructure Corp.: Amended and Restated Certificate of Incorporation filed on March 31, 2026 in connection with U.S. Redomiciliation Transaction (effective 2026-03-31).

Change: charter amendment
Effective: 2026-03-31

Exact text from the filing

In connection with the U.S. Redomiciliation Transaction, Keel filed an Amended and Restated Certificate of Incorporation on March 31, 2026

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Keel Infrastructure Corp. completed an acquisition involving Bitfarms Canada (closed 2026-04-01).

Action: acquisition
Counterparty: Bitfarms Canada
Closing: 2026-04-01

Exact text from the filing

Effective as of 12:01 a.m. (Eastern Daylight Time) on April 1, 2026, Keel Infrastructure Corp., a Delaware corporation (" Keel "), became the ultimate parent company of Bitfarms Ltd., a corporation existing under the laws of the Province of Ontario (" Bitfarms Canada "), and its subsidiaries pursuant to a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the " Arrangement ") as part of Bitfarms Canada’s previously announced intention to redomicile from Canada to the United States (the " U.S. Redomiciliation Transaction ").

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Keel Infrastructure Corp. entered into Supplemental Indenture with Computershare Trust Company, N.A. and Computershare Trust Company of Canada valued at US$588 million (effective 2026-04-01).

Action: entry
Agreement: notes offering
Counterparty: Computershare Trust Company, N.A. and Computershare Trust Company of Canada
Value: US$588 million
Effective: 2026-04-01

Exact text from the filing

Keel became a co-obligor under the Note Indenture, dated as of October 21, 2025 by and among Bitfarms Canada, Computershare Trust Company, N.A. as trustee and Computershare Trust Company of Canada as Canadian co-trustee (the “ Indenture ”) pursuant to a supplemental indenture to such Indenture dated as of April 1, 2026 (the “ Supplemental Indenture ”).

View on SEC.gov

37 debt financings filed in the last 30 days. Browse all debt financings →

Keel Infrastructure Corp. filing history →

Source: SEC EDGAR

accession 0001213900-26-038080

view filing index on sec.gov

view primary document

Machine-readable: JSON · Markdown · Plain text

This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice. See methodology for how this pipeline works.