Keel Infrastructure Corp. 8-K Filing

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 par value KEEL Nasdaq Stock Market
• $588 million — overns the terms of Bitfarms Canada's US$588 million aggregate principal amount of convertib

Filing Documents

• ea0284500-8k_keelinfra.htm (8-K) — 104KB
• ea028450001ex3-1.htm (EX-3.1) — 29KB
• ea028450001ex3-2.htm (EX-3.2) — 207KB
• ea028450001ex4-1.htm (EX-4.1) — 29KB
• ea028450001ex10-6.htm (EX-10.6) — 209KB
• ea028450001ex10-7.htm (EX-10.7) — 61KB
• ea028450001ex99-1.htm (EX-99.1) — 20KB
• ea028450001_ex99-1img1.jpg (GRAPHIC) — 10KB
• ea028450001_ex99-1img2.jpg (GRAPHIC) — 48KB
• 0001213900-26-038080.txt ( ) — 1083KB
• bitf-20260401.xsd (EX-101.SCH) — 3KB
• bitf-20260401_def.xml (EX-101.DEF) — 26KB
• bitf-20260401_lab.xml (EX-101.LAB) — 36KB
• bitf-20260401_pre.xml (EX-101.PRE) — 25KB
• ea0284500-8k_keelinfra_htm.xml (XML) — 5KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. Assumption of Debt On April 1, 2026, 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 "). 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. The foregoing description of the Supplemental Indenture is a general description only and is qualified in its entirety by reference to the Supplemental Indenture, which is filed as Exhibit 4.1 hereto, and incorporated herein by reference. 1 Indemnification Agreements Effective upon the consummation of the U.S. Redomiciliation Transaction, the board of directors of Keel (the " Keel Board ") approved the authority of Keel to enter into indemnification agreements (the " Indemnification Agreements ") with Keel and its subsidiaries' directors and officers. The Indemnification Agreements provide for indemnification of the directors and officers to the fullest extent permitted under Delaware law as it now exists or may in the future be amended, against all expenses, liabilities and loss incurred in connection with their service as a director or executive officer on behalf of Keel. In addition, the Indemnification Agreements provide that, to the fullest extent permitted by Delaware law, Keel shall pay the expenses, including attorneys' fees, incurred by a director or officer of Keel, in defending any action, suit or proceeding in advance of its final disposition; provided, that to the extent required by law, such payment of expenses in advance of the f

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under the heading "Assumption of Debt" under Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 3.02.

03 Material

Item 3.03 Material Modification to the Rights of Security Holders. The information set forth in the Introductory Note and Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

01 Changes

Item 5.01 Changes in Control of Registrant. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

02 Departure

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. Directors and Officers In connection with the completion of the U.S. Redomiciliation Transaction, the directors of Bitfarms Canada immediately prior to the completion of the U.S. Redomiciliation Transaction became the directors of Keel. Membership of the Keel Board and committees of the Keel Board following the completion of the U.S. Redomiciliation Transaction are as set forth in the first table below. The executive officers of Keel are set forth in the second table below. In connection with the U.S. Redomiciliation Transaction, the executive officers may enter into new employment agreements. Information regarding Keel's directors, officers and committees is included in Bitfarms Canada's 10-K filed with the SEC on March 31, 2026, under the headings "Directors, Executive Officers and Corporate Governance" and is incorporated herein by reference. 2 Director Name Board Audit Committee Compensation Committee Governance, Nomination, Safety, Sustainability and Technical Benjamin Gagnon x Edith M. Hofmeister *x x Brian Howlett, CPA x x *x Fanny Philip x *x x x Amy L. Freedman x *x Andrew J. Chang x x Wayne Duso x x * Chair Name Title Benjamin Gagnon Chief Executive Officer and Director Jonathan Mir Chief Financial Officer Liam Wilson Chief Operating Officer Rachel Silverstein EVP, General Counsel and Corporate Secretary Amended Equity Plans Upon the consummation of the U.S. Redomiciliation Transaction, Keel assumed (i) Bitfarms Canada's 2021 Long-term Incentive Plan, as amended on March 3, 2022, January 15, 2024 and April 16, 2024 (the " 2021 Plan "), (ii) Bitfarms Canada's 2025 Long-term Incentive Plan (the " 2025 Plan ") and (iii) Stronghold's Omnibus Incentive Plan, as amended on January 18, 2023, June 18, 2024 and March 14, 2025 (the " Stronghold Plan " and together with the 2021 Plan and

03 Amendments

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. In connection with the U.S. Redomiciliation Transaction, Keel filed an Amended and Restated Certificate of Incorporation on March 31, 2026, a copy of which is attached hereto as Exhibit 3.1 (the " Certificate ") and incorporated herein by reference. In addition, Keel adopted Bylaws effective as of February 5, 2026, a copy of which is attached hereto as Exhibit 3.2 (the " Bylaws "). The summary of the material terms of the Certificate and the Bylaws of Keel are described under the heading "Description of Keel Capital Stock" in the Management Information Circular and are incorporated into this Item 5.03 by reference. 3 Such descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the Certificate and the Bylaws, copies of which are attached hereto as Exhibits 3.1 and 3.2 hereto, respectively, each of which is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On April 1, 2026, Keel issued a press release announcing the completion of the Arrangement and the continuation of Bitfarms Canada's normal course issuer bid ("NCIB") by Keel. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information set forth in this Item 7.01 and in Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

01 Other Events

Item 8.01 Other Events. (1) Description of Keel Capital Stock Description of Keel Capital Stock The following summary description of the Keel capital stock is based on the provisions of each of the Certificate and the Bylaws and the applicable provisions of the Delaware General Corporation Law (" DGCL "). This information may not be complete in all respects and is qualified entirely by reference to the provisions of the Certificate, the Bylaws and the DGCL. General Keel's authorized capital stock consists of 1,500,000,000 shares of common stock, par value US$0.001 per share, and 120,000,000 shares of class A preferred stock, par value US$0.001 per share (the " Keel Preferred Stock "). Common Stock Voting Rights Each holder of Keel Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors. Holders of Keel Common Stock do not have cumulative voting rights in the election of directors. Accordingly, in an uncontested election, holders of a majority of the voting shares are able to elect all of the directors. Dividends Keel continues Bitfarms Canada's dividend practices. Subject to preferences that may be applicable to any then outstanding holders of Keel Preferred Stock, holders of Keel Common Stock are entitled to receive dividends, if any, as may be declared from time to time by the Keel Board out of legally available funds. Under the DGCL, the Keel Board may declare and pay a dividend to holders of Keel Common Stock out of surplus or, if there is no surplus (as defined and computed in accordance with the DGCL), out of net profits for the fiscal year in which the dividend is declared or the immediately preceding fiscal year, or both. Dividends may be paid in cash, in Keel Common Stock or in other property. Declaration and payment of any dividend is subject to the discretion of the Keel Board. Each quarter the Keel Board will review Keel's dividend in light of Keel's othe

Forward Looking Statements

Forward Looking Statements Certain statements and other information included in this Current Report constitute "forward-looking information" and "forward-looking statements" (collectively, "forward-looking information") that are based on expectations, estimates and projections as at the date of this Current Report and are covered by safe harbors under Canadian and United States securities laws. Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "prospects", "believes" or "intends" or variations of such words and p

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