KEEL Filings — Keel Infrastructure Corp. - FilingSpy
KEEL
Keel Infrastructure Corp.
A North American infrastructure company that owns and develops data centers and power assets, building energy-secured sites for artificial intelligence and high-performance computing workloads. It grew out of Bitfarms, a Bitcoin mining firm founded in 2017 in Canada that ran on cheap hydroelectric power in Québec. The old name came from the idea of "farms" growing digital "bits," and when it pivoted to AI infrastructure it renamed itself "Keel" to signal its role as the stable foundation supporting other systems.
CUSIP: 486917107TechnologyUS1 holder
Apr 1, 2026 — Created from BITFARMS LTD in a merger (1:1)
Bitfarms posts a $86.8M gross loss as it halts U.S. mining and accelerates depreciation for its HPC pivot.
The pivot from Bitcoin mining to HPC infrastructure is now reshaping the income statement. fell 36% to $30.4 million and swung to negative 285% as the company recorded $57.7 million in on mining assets it is retiring. The company is burning cash to build a business that has yet to produce a dollar of HPC revenue.
Key takeaways
fell 36% to $30.4 million, driven by a 36% decline in Bitcoin earned and a lower average Bitcoin price of $72,020.
Cost of revenues rose 81% to $117.2 million, producing a gross loss of $86.8 million, as the company took $57.7 million in non-cash on sites where mining ceased for the HPC transition.
General and administrative expenses rose 62% to $31.3 million, reflecting $6.4 million in higher and $2.6 million in professional fees tied to the U.S. redomiciliation.
A $77.0 million non-cash gain on derivative assets, mainly from capped call transactions, and $444.5 million in net proceeds from a new convertible notes offering strengthened the balance sheet, pushing cash to $768.9 million.
The company ceased U.S. Bitcoin mining in June 2026 and is advancing a 2.2 GW power capacity pipeline, though no HPC has been recognized.
The company held 2,261 Bitcoin valued at $132.4 million as of June 30, 2026, exposing it to price volatility; a hypothetical 10% price move would change quarterly by $2.6 million.
What changed
The company still has not secured a customer contract or generated its first dollar of HPC , a milestone flagged in the prior two filings.
The Québec Decree 88-2026 tariff risk, flagged in the FY2025 10-K, remains unresolved and is not mentioned as having materially changed this quarter.
The putative class action lawsuit, flagged in the FY2025 10-K, is still pending with no disclosed resolution or escalation.
What to watch
Whether the company secures a customer contract or generates its first dollar of HPC , confirming the pivot is more than capital expenditure.
The outcome of Québec's Decree 88-2026 and its effect on the cost and viability of the company's remaining Bitcoin mining operations.
Progress on the design and deployment of facilities for next-generation GPUs, a key execution risk for the HPC strategy.
The resolution or escalation of the putative class action lawsuit regarding prior business disclosures.
Section summaries
Management's Discussion and Analysis
Revenue fell 50% YoY to $30.4M on lower Bitcoin price and output, while a $57.7M jump in depreciation drove a $86.8M gross loss.
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Total dropped 50% to $30.4M in Q2 2026, driven by a 36% decline in Bitcoin earned (354 vs. 556) and a lower average Bitcoin price ($72,020 vs. $97,942).
The company's cash position rose to $768.9 million from $398.4 million last quarter, driven by a new convertible notes offering, reversing the cash decline noted in Q1.
Cost of revenues surged 81% to $117.2M, primarily due to a $57.7M increase in from at sites where mining ceased for the HPC transition.
General and administrative expenses rose 62% to $31.3M, reflecting $6.4M in higher and $2.6M in professional fees tied to the U.S. redomiciliation.
A $77.0M non-cash gain on derivative assets, mainly from , and $444.5M in net proceeds from a new convertible notes offering significantly strengthened liquidity.
increased to $841.3M as of June 30, 2026, up from $678.4M at year-end 2025, largely due to the convertible notes issuance and repayment of the Macquarie .
The company is executing a strategic pivot to HPC/AI data centers, ceasing U.S. Bitcoin mining in June 2026 and advancing a 2.2 GW power capacity pipeline, though no HPC has been recognized yet.
For a description of our material pending legal proceedings, refer to Note 21 - Commitments and Contingencies included in our notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, which is incorporated herein by reference…
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For a description of our material pending legal proceedings, refer to Note 21 - Commitments and Contingencies included in our notes to our unaudited condensed consolidated financial statements included elsewhere in this Quarterly Report, which is incorporated herein by reference.
We are not presently a party to any other legal or regulatory proceedings that, in the opinion of our management based on information currently available, if determined adversely to us, would individually or taken together have a material adverse effect on our business, financial condition, or results of operations. However, we are subject to regulatory oversight by numerous federal, state, provincial, local, and other regulators and we are, and we may become, subject to various legal proceedings, inquiries, investigations, and demand letters that arise in the course of our business, any of which may result in judgments, settlements, fines, penalties, injunctions or other relief. Such matters are subject to many uncertainties and outcomes that are not predictable.
There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report. We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price o…
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There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report. We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition, or results of operations.