Keel Infrastructure Completes U.S. Redomiciliation, Assumes $588M Debt, Establishes New Governance

summarizeSummary

Keel Infrastructure Corp. (formerly Bitfarms Ltd.) finalized its U.S. redomiciliation and rebranding, becoming a Delaware corporation and assuming its existing $588 million convertible notes, while establishing new corporate governance.

check_boxKey Events

• U.S. Redomiciliation Completed

  Bitfarms Ltd. officially rebranded as Keel Infrastructure Corp. and completed its redomiciliation from Canada to the U.S., becoming a Delaware corporation. This follows shareholder approval on March 20, 2026.

• Debt Assumption

  Keel Infrastructure Corp. formally assumed liability for Bitfarms' existing US$588 million aggregate principal amount of convertible senior notes, which were issued in October 2025.

• New Corporate Governance

  The company adopted an Amended and Restated Certificate of Incorporation and Bylaws, outlining its capital structure, voting rights, and anti-takeover provisions, including authorization for 1.5 billion common shares and 120 million preferred shares.

• NCIB Continuation

  Keel Infrastructure Corp. will continue the previously established Normal Course Issuer Bid (NCIB) to repurchase up to 49,943,031 shares for cancellation, active until July 27, 2026.

auto_awesomeAnalysis

This 8-K marks the formal completion of the company's previously announced U.S. redomiciliation and rebranding from Bitfarms Ltd. to Keel Infrastructure Corp. As a Delaware corporation, Keel Infrastructure has assumed the existing $588 million aggregate principal amount of convertible senior notes, a significant financial obligation. The new corporate structure includes a substantial authorized share capital (1.5 billion common shares), which, while common for Delaware corporations, represents considerable headroom for future equity issuance. The filing also details new bylaws and anti-takeover provisions typical for a U.S. domestic registrant. This transition, approved by shareholders on March 20, 2026, positions the company as a U.S. entity for reporting and capital market purposes, aligning with its strategic pivot to HPC/AI infrastructure.