Keel Infrastructure Corp. dismissed PricewaterhouseCoopers LLP (Canada) as its auditor.
“On June 11, 2026, in connection with the engagement of PwC USA, the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (Canada) (“PwC Canada”) as the Company’s independent registered public accounting firm.”
Auditor Changes
Keel Infrastructure Corp. engaged PricewaterhouseCoopers LLP (United States) as its auditor.
“Dismissal of Independent Registered Public Accounting Firm On June 11, 2026, in connection with the engagement of PwC USA, the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (Canada) (“PwC Canada”) as the Company’s”
Equity Issuances
Keel Infrastructure Corp. issued a maximum of 77,234,372 shares of Common Stock of convertible note to initial purchasers for $458,000,000 aggregate principal amount.
“On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”).”
Debt Financings
Keel Infrastructure Corp. incurred convertible notes of $458,000,000 aggregate principal amount with Computershare Trust Company, N.A. at 1.250% per annum maturing January 15, 2032.
“On June 9, 2026, Keel Infrastructure Corp. (the "Company") issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the "Notes").”
Material Agreements
Keel Infrastructure Corp. entered into Indenture with Computershare Trust Company, N.A. valued at $458,000,000 aggregate principal amount (effective 2026-06-09).
“On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 9, 2026, among the Company, Bitfarms Ltd., as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”).”
Earnings Releases
Keel Infrastructure Corp. reported quarter ended March 31, 2026 results: revenue $37 million.
“Q1 2026 Financial Highlights from Continuing Legacy Operations* ● Revenue of $37 million, down 23% year over year. ● General and administrative expenses of $27 million, compared to $18 million in Q1 2025. The difference was largely due to an increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, and sale of the Paso Pe site that was completed on April 21, 2026. ● Operating loss of $98 million, including non-cash depreciation of $28 million, compared to an operating loss of $35 million in Q1 2025, which included $18 million of non-cash depreciation. Y/Y change primarily reflects a $41 million loss related to change in fair value of digital assets in Q1 2026, compared to a loss of $23 million in Q1 2025. ● Loss from continuing operations of $128 million, or a $0.21 loss per basic and diluted share, compared to a loss of $38 million, or a $0.08 loss per basic and diluted share, in Q1 2025.”
Governance Changes
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”
Governance Changes
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”
Debt Financings
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.”
Material Agreements
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 ”).”
M&A Transactions
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 ").”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.