8-K filed April 1, 2026, 7:59 PM ET ticker KEEL CIK 0001812477

other material confidence high sentiment neutral materiality 0.60

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

Machine-readable event card

schema_version: secwatch.filing_event.v1
accession: 0001213900-26-038080
form_type: 8-K
ticker: KEEL
cik: 0001812477
company_name: Keel Infrastructure Corp.
filed_at: 2026-04-01T23:59:59+00:00
discovered_at: 2026-05-14T18:02:32.969316+00:00
generated_at: 2026-05-15T08:00:26.823262+00:00
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event_type: other_material
sentiment: neutral
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: high
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Source-grounded claims

ee90dad303af074bb9735a12f4f169f1aa3eef2c

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.

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.

SEC 8-K Item 2.03/2.04 confidence 0.95 SEC evidence

2f9626e59983090e2c9fa2a86cb1cf17c97a2b0b

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

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

cd89c2e82ffad0f9c8f9f412331c42eb5b2b6d54

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).

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

SEC 8-K Item 5.03/5.05/5.06 confidence 0.9 SEC evidence

6388dd6d87ca0100a95810d95de7577c53c70d8b

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

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 ").

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

84522d760d7a497411878417cf0e510f38d5e08a

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).

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 ”).

SEC 8-K Item 1.01/1.02 confidence 0.9 SEC evidence

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

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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 ”).

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

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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 ”).

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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 ”).

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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 ”).

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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 ”).

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Source: SEC EDGAR

accession 0001213900-26-038080

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