6-K
Keel Infrastructure Corp. (KEEL)
UNITED STATES
SECURITIESAND EXCHANGE COMMISSION
Washington,D.C. 20549
FORM 6-K
REPORTOF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDERTHE SECURITIES EXCHANGE ACT OF 1934
Forthe month of January 2026
CommissionFile Number: 001-40370
BITFARMS LTD.
(Translation of registrant’s name into English)
110Yonge Street, Suite 1601, Toronto, Ontario, Canada M5C 1T4
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☐ Form 40-F ☒
DOCUMENTSINCLUDED AS PART OF THIS FORM 6-K
See the Exhibits listed below.
| Exhibits | |
|---|---|
| Exhibit No. | Description |
| 99.1 | Press release dated January 2, 2026 |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| BITFARMS LTD. | ||
|---|---|---|
| By: | /s/<br> Ben Gagnon | |
| Name: | Ben<br>Gagnon | |
| Title: | Chief<br>Executive Officer |
Date: January 2, 2026
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Exhibit 99.1

Bitfarms Announces Complete Exit from Latamwith Sale of its Paso Pe Site for up to $30M
-Rebalances energy assets portfolio to 100% North American-
-Bitfarms to reinvest capital in North American HPC/AI energy infrastructure-
Toronto, Ontario and New York, New York (January2, 2026) - Bitfarms Ltd. (NASDAQ/TSX: BITF), a North American energy and digital infrastructure company, today announced that it has entered into a definitive share purchase agreement (“SPA”) to sell its 70 MW site in Paso Pe, Paraguay to the Sympatheia Power Fund (SPF), a crypto infrastructure fund managed by Singapore-based Hawksburn Capital. The transaction is expected to close within 60 days of this release and completes Bitfarms’ exit from Latin America. The closing of the transaction is subject to the satisfaction or waiver of customary closing conditions.
Bitfarms CEO Ben Gagnon stated, “I’m pleased to announce the strategic sale of our Paso Pe site and decisive rebalancing of our energy portfolio to 100% North American. This transaction brings forward an estimated two to three years of anticipated free cash flows from operations to be reinvested into our North American HPC/AI energy infrastructure in 2026, where we believe we will be able to generate much stronger returns on our invested capital with HPC/AI. The sale of Paso Pe is the culmination of a series of transactions to completely exit Latam, and refocus the company, its management team and capital on 100% North American power and infrastructure for HPC/AI.”
SPF representative Josh Murchie said, “This transaction accelerates SPF’s regional expansion plan, and our priority is an uninterrupted, seamless transition from day one — maintaining continuity at Paso Pe as we move into the next phase of growth.”
Terms
Under the terms of the SPA, the Buyer will acquire from Bitfarms and its affiliates the shares of the single purpose subsidiary that holds all the operating assets related to its Paso Pe, Paraguay, Bitcoin mining site (the “project shares”). The proposed transaction values the operating site at up to $30 million, with Bitfarms expected to receive:
| ● | $9 million in cash upon closing of this transaction,<br>expected in Q1 2026 (including a $1 million non-refundable deposit, which has been paid by the buyer); |
|---|---|
| ● | Up to $21 million over 10 months following closing based on certain payment milestones. |
| --- | --- |
Transaction Benefits
| ● | Rebalances energy assets portfolio to 100% North American; |
|---|---|
| ● | Improves liquidity profile with accelerated monetization of operation and short-term financing guaranteed<br>by the operation; |
| --- | --- |
| ● | Updated energy portfolio consists of: |
| --- | --- |
| o | 341 MW energized capacity; |
| --- | --- |
| o | 430 MW under Active Development, 100% based in the U.S.; and |
| --- | --- |
| o | 2.1 GW total multi-year pipeline in North America, ~90% based in the U.S. |
| --- | --- |
About Bitfarms Ltd.
Bitfarms is a North American energy and digital infrastructure company that builds and operates vertically integrated, state-of-the-art data centers and energy infrastructure for high-performance computing and Bitcoin mining.
Bitfarms’ 2.1 GW North American energy portfolio, comprised of energized, under development, and pipeline MW, is clustered in data center hotspots with robust access to power and fiber infrastructure.
Bitfarms was founded in 2017 and is a proven leader in digital infrastructure with operations throughout the Americas. Bitfarms is headquartered in New York, NY and Toronto, ON and traded on the Nasdaq and Toronto Stock Exchange.
To learn more about Bitfarms’ events, developments, and online communities:
www.bitfarms.com
http://x.com/Bitfarms_io
https://www.linkedin.com/company/bitfarms/
Sympatheia Power Fund (SPF)
For more information on SPF, visit www.sympatheia.co.
Glossary of Terms
| ● | MW or MWh = Megawatts or megawatt hour |
|---|---|
| ● | HPC/AI = High Performance Computing / Artificial Intelligence |
| --- | --- |
Forward-Looking Statements
This news release contains certain “forward-lookinginformation” and “forward-looking statements” (collectively, “forward-looking information”) that are basedon expectations, estimates and projections as at the date of this news release and are covered by safe harbors under Canadian and UnitedStates securities laws. The statements and information in this release regarding the sale of the Paso Pe, Paraguay Site, the merits ofthe rebalancing operations to North America, the reinvestment of the proceeds of the sale for growth and projected growth, the NorthAmerican energy and compute infrastructure strategy and other statements regarding future growth, plans and objectives of the Companyare forward-looking information.
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Any statements that involve discussions withrespect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but notalways 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 phrases or stating that certainactions, events or results “may” or “could”, “would”, “might” or “will” betaken to occur or be achieved) are not statements of historical fact and may be forward-looking information. This forward-looking informationis based on assumptions and estimates of management of Bitfarms at the time they were made, and involves known and unknown risks, uncertaintiesand other factors which may cause the actual results, performance, or achievements of Bitfarms to be materially different from any futureresults, performance or achievements expressed or implied by such forward-looking information. Such factors, risks and uncertainties include,among others: the inability to complete and the failure to receive payments owing pursuant to the sale of the Paso Pe, Paraguay Site onthe terms as announced or at all; the reinvestment of the proceeds of the sale may not occur on an economic basis; the anticipated rebalancingof operations to North America and from Bitcoin mining to digital infrastructure may occur on a timeline different than the expectationsof the Company, may not occur at all, and may have unanticipated costs for the Company; the anticipated benefits of the rebalancing ofoperations to North America and the North American energy and compute infrastructure strategy may not be realized or the realization ofsuch benefits may be delayed; an inability to apply the Company’s data centers to HPC/AI opportunities on a profitable basis; afailure to secure long-term contracts associated with HPC/AI customers on terms which are economic or at all; the construction and operationof new facilities may not occur as currently planned, or at all; expansion of existing facilities may not materialize as currently anticipated,or at all; the construction and operation of new facilities may not occur as currently planned, or at all; expansion of existing facilitiesmay not materialize as currently anticipated, or at all; failure of the equipment upgrades to be installed and operated as planned; theavailability of additional power may not occur as currently planned, or at all; expansion may not materialize as currently anticipated,or at all; the power purchase agreements and economics thereof may not be as advantageous as expected the risks of an increase in electricitycosts, cost of natural gas, changes in currency exchange rates, energy curtailment or regulatory changes in the energy regimes in thejurisdictions in which Bitfarms operates and the potential adverse impact on profitability; future capital needs and the ability to completecurrent and future financings, as well as capital market conditions in general; share dilution resulting from equity issuances; and theadoption or expansion of any regulation or law that will prevent Bitfarms from operating its business, or make it more costly to do so.For further information concerning these and other risks and uncertainties, refer to Bitfarms’ filings on www.sedarplus.ca (whichare also available on the website of the U.S. Securities and Exchange Commission (the “SEC”) at www.sec.gov), including theCompany’s annual information form for the year ended December 31, 2024, management’s discussion & analysis for the year-endedDecember 31, 2024 and the management’s discussion and analysis for the three and nine months ended September 30, 2025. Although Bitfarmshas attempted to identify important factors that could cause actual results to differ materially from those expressed in forward-lookingstatements, there may be other factors that cause results not to be as anticipated, estimated or intended, including factors that arecurrently unknown to or deemed immaterial by Bitfarms. There can be no assurance that such statements will prove to be accurate as actualresults, and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place unduereliance on any forward-looking information. Bitfarms does not undertake any obligation to revise or update any forward-looking informationother than as required by law. Trading in the securities of the Company should be considered highly speculative. No stock exchange, securitiescommission or other regulatory authority has approved or disapproved the information contained herein. Neither the Toronto Stock Exchange,Nasdaq, or any other securities exchange or regulatory authority accepts responsibility for the adequacy or accuracy of this release.
Investor Relations Contact:
Laine Yonker
investors@bitfarms.com
Media Contact:
Tara Goldstein
tgoldstein@bitfarms.com
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