Keel Infrastructure Corp 10-Q for FY2026 Q1
Keel Infrastructure Corp. (KEEL)
About this 10-Q
Keel Infrastructure Corp filed this 10-Q on May 11, 2026, covering the quarter ended March 31, 2026 (FY2026 Q1).
Headline figures
Quarter ended March 31, 2026, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $36.99M
- down 22.4% from $47.65M a year earlier
- Net loss
- $145.35M
- compared with a net loss of $55.55M a year earlier
- Diluted EPS
- -$0.24
- compared with -$0.11 a year earlier
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the quarterly period ended
or
For the transition period from __________ to __________
Commission File Number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip code)
(Registrant’s telephone number, including area code)
Bitfarms Ltd.
110 Yonge Street, Suite 1601
Toronto, Ontario, Canada M5C 1T4
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol(s) | Name of each exchange on which registered | ||
Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. ☒
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files). ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☐ | ☒ | |||
| Non-accelerated Filer | ☐ | Smaller Reporting Company | |||
| Emerging Growth Company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
Number
of shares of the registrant’s common stock outstanding on May 8, 2026:
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
| TABLE OF CONTENT |
| Page | ||
| PART I - FINANCIAL INFORMATION | ||
| Item 1. | Financial Statements (Unaudited) | 1 |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 2 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 26 |
| PART II - OTHER INFORMATION | ||
| Item 1. | Legal Proceedings | 27 |
| Item 1A. | Risk Factors | 27 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosures | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 28 |
| Signatures | 29 |
i
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
GENERAL MATTERS
In this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (referred to herein as this “Quarterly Report”) “we”, “us”, “our”, and the “Company” refer to Keel Infrastructure Corp., a Delaware corporation (“Keel”) and its consolidated subsidiaries, including Bitfarms Ltd., a corporation existing under the laws of the Province of Ontario (“Bitfarms”) unless the context requires otherwise.
Effective as of 12:01 a.m. (Eastern Daylight Time) on April 1, 2026, Keel became the ultimate parent company of Bitfarms 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’ previously announced intention to redomicile from Canada to the United States (the “U.S. Redomiciliation Transaction”). Pursuant to the Arrangement, Keel indirectly acquired all of the issued and outstanding common shares in the capital of Bitfarms, and in exchange, holders of the common shares of Bitfarms received one share of common stock of Keel per common share of Bitfarms. The issuance of shares of common stock of Keel pursuant to the Arrangement was exempt from registration under Section 3(a)(10) of the Securities Act of 1933, as amended (the “Securities Act”).
The common shares of Bitfarms were listed on the Nasdaq Stock Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”) and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the U.S. Redomiciliation Transaction. Keel is the successor issuer to Bitfarms pursuant to Rule 12g-3(a) under the Exchange Act, and the common stock of Keel is therefore deemed to be registered under Section 12(b) of the Exchange Act. Keel reported this succession on a Form 8-K filed on April 1, 2026 in accordance with Rule 12g-3(f) under the Exchange Act. While Bitfarms was a foreign private issuer, Keel is a U.S. domestic issuer.
This Quarterly Report on Form 10-Q is filed by Keel as successor issuer to Bitfarms, but it relates to the quarter ended March 31, 2026 which ended prior to the closing of the U.S. Redomiciliation Transaction. References in this report to the “Annual Report” refer to Bitfarms’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 31, 2026, for which Keel is the successor issuer.
Words importing the singular, where the context requires, include the plural and vice versa and words importing any gender include all genders.
Keel and the associated Keel logo are registered trademarks of Keel Infrastructure Corp. or its subsidiaries. All other trademarks and brand names used herein are the property of their respective owners.
Unless we indicate otherwise: (i) all dollar amounts are expressed in U.S. dollars; and (ii) all references to “USD” or “$” are to U.S. dollars and all references to “CAD” are to Canadian dollars.
Note that use of the word “including” in this Quarterly Report means “including, without limitation.”
Unless we indicate otherwise, all information in this Quarterly Report is stated as of May 8, 2026.
ii
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally are identified by words such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,” “potential,” “opportunity,” “predict,” “forecast,” “target,” “seek,” “could,” “would” and similar expressions, or the negatives thereof. All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such statements are based on management’s current expectations and are subject to a number of factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. These risks and uncertainties include, but are not limited to, the following risks, uncertainties, and other factors:
| ● | our limited operating history and history of operating losses, which make it difficult to evaluate our business and prospects; |
| ● | our evolving business model and strategy, including our strategic transformation from Bitcoin mining to digital infrastructure, including high-performance computing (“HPC”), which may not be successful; |
| ● | our dependence on reliable and economical sources of power, including regulated electricity rates in Québec (Canada), Pennsylvania and Washington State (United States); |
| ● | our reliance on a limited number of third-party suppliers and manufacturers, including those in foreign jurisdictions, exposing us to supply chain disruptions, trade restrictions, and tariff risks; |
| ● | delays, cost overruns, and other risks associated with the continued development of our existing and planned facilities; |
| ● | intense competition from other pivoting Bitcoin mining companies and established data center operators, some of which may have greater resources and experience; |
| ● | the potential inadequacy of our insurance coverage to protect against all losses; |
| ● | our increased focus on developing data centers dedicated to HPC and AI workloads may not become profitable and will divert resources from our Bitcoin mining operations; |
| ● | the capital-intensive nature of constructing data centers and our potential inability to secure financing for such efforts; |
iii
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| FORM 10-Q FOR THE THREE MONTHS ENDED MARCH 31, 2026 |
| ● | significant competition for suitable data center sites and regulatory constraints that could adversely impact our development pipeline; |
| ● | our dependence on significant customers for our data centers, and the risk of customer default or failure to make timely payments; |
| ● | the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin mining, which may negatively impact our expansion efforts; |
| ● | the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the profitability of our operations; |
| ● | extensive environmental, energy, and climate-related regulation that could result in significant additional costs or liabilities; |
| ● | political uncertainty in the U.S. and internationally, including potential regulatory and policy changes affecting the cryptocurrency and data center industries; and |
| ● | cybersecurity threats and hacking attacks that could compromise our systems and data. |
There can be no assurance that actual results or business conditions will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors, including those described in Part I, Item 1A, “Risk Factors” in our Annual Report and our subsequent filings with the U.S. Securities and Exchange Commission.
You should read this Quarterly Report with the understanding that our actual future results, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as required by applicable law, we do not assume any obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
iv
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| PART I - FINANCIAL INFORMATION |
ITEM 1. FINANCIAL STATEMENTS
1
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| CONDENSED CONSOLIDATED BALANCE SHEETS |
| (Expressed in thousands of U.S. dollars - unaudited) |
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Assets | ||||||||
| Current | ||||||||
| Cash | ||||||||
| Accounts receivable, net | ||||||||
| Digital assets | ||||||||
| Digital assets - restricted | ||||||||
| Other assets | ||||||||
| Rights to renewable energy credits and waste tax credits | ||||||||
| Assets held for sale | ||||||||
| Short-term prepaid deposits | ||||||||
| Inventories | ||||||||
| Derivative assets | ||||||||
| Total current assets | ||||||||
| Non-current | ||||||||
| Restricted cash | ||||||||
| Rights to waste tax credits | ||||||||
| Property, plant and equipment, net | ||||||||
| Operating lease right-of-use assets, net | ||||||||
| Finance lease right-of-use assets, net | ||||||||
| Long-term deposits and equipment prepayments | ||||||||
| Intangible assets, net | ||||||||
| Long-term derivative assets | ||||||||
| Other non-current assets | ||||||||
| Total assets | ||||||||
| Liabilities | ||||||||
| Current | ||||||||
| Accounts payable and accrued expenses | ||||||||
| Current portion of long-term debt | ||||||||
| Current portion of operating lease liabilities | ||||||||
| Current portion of finance lease liabilities | ||||||||
| Derivative liabilities | ||||||||
| Total current liabilities | ||||||||
| Non-current | ||||||||
| Long-term debt | ||||||||
| Operating lease liabilities | ||||||||
| Finance lease liabilities | ||||||||
| Deferred tax liability | ||||||||
| Other non-current liabilities | ||||||||
| Total liabilities | ||||||||
| Commitments and contingencies (Note 20) | ||||||||
| Stockholders’ equity | ||||||||
| Additional paid-in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total stockholders’ equity | ||||||||
| Total liabilities and stockholders’ equity | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements
F-1
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS |
| (Expressed in thousands of U.S. dollars, except per share amounts - unaudited) |
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Revenues | ||||||||
| Cost of revenues | ( | ) | ( | ) | ||||
| Gross (loss) profit | ( | ) | ||||||
| Operating expenses | ||||||||
| General and administrative expenses | ( | ) | ( | ) | ||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||
| Realized (loss) gain on sale of digital assets | ( | ) | ||||||
| (Loss) gain on disposition of property, plant and equipment and deposits | ( | ) | ||||||
| Impairment of long-lived assets | ( | ) | ||||||
| Operating loss | ( | ) | ( | ) | ||||
| Interest income | ||||||||
| Interest expense | ( | ) | ( | ) | ||||
| Loss on derivative assets and liabilities | ( | ) | ( | ) | ||||
| Loss on extinguishment of long-term debt | ( | ) | ||||||
| Other expenses | ( | ) | ( | ) | ||||
| Total other expenses | ( | ) | ( | ) | ||||
| Loss before taxes from continuing operations | ( | ) | ( | ) | ||||
| Income tax benefit (expense) | ( | ) | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Net loss | ( | ) | ( | ) | ||||
| Loss per common share | ||||||||
| Basic and diluted loss per share from continuing operations | ( | ) | ( | ) | ||||
| Basic and diluted loss per share from discontinued operations | ( | ) | ( | ) | ||||
| Basic and diluted loss per share | ( | ) | ( | ) | ||||
| Weighted average number of common shares outstanding | ||||||||
| Basic and diluted | ||||||||
See accompanying notes to the unaudited condensed consolidated financial statements
F-2
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY |
| (Expressed in thousands of U.S. dollars, except number of shares - unaudited) |
Number of shares | Common stock | Additional paid-in capital | Accumulated deficit | Total stockholders’ equity | ||||||||||||||||
| Balance as of January 1, 2026 | ( | ) | ||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Settlement of restricted share units | ( | ) | ||||||||||||||||||
| Exercise of stock options | ( | ) | ||||||||||||||||||
| Balance as of March 31, 2026 | ( | ) | ||||||||||||||||||
| Balance as of January 1, 2025 | ( | ) | ||||||||||||||||||
| Net loss | — | ( | ) | ( | ) | |||||||||||||||
| Stock-based compensation | — | |||||||||||||||||||
| Issuance of replacement stock-based compensation | — | |||||||||||||||||||
| Issuance of common shares | ||||||||||||||||||||
| Issuance of equity warrants | — | |||||||||||||||||||
| Balance as of March 31, 2025 | ( | ) | ||||||||||||||||||
Should be read in conjunction with the notes to the unaudited condensed consolidated financial statements
F-3
| KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.) |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Expressed in thousands of U.S. dollars - unaudited) |
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash flows used in operating activities | ||||||||
| Net loss | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Impairment of long-lived assets | ||||||||
| Total other expenses | ||||||||
| Digital assets earned and hosting revenue received in Bitcoin | ( | ) | ( | ) | ||||
| Stock-based compensation | ||||||||
| Renewable energy credits earned | ( | ) | ||||||
| Gain on disposition of assets | ( | ) | ( | ) | ||||
| Digital assets exchanged for services | ||||||||
| Realized gain (loss) on sale of digital assets | ( | ) | ||||||
| Other | ||||||||
| Change in fair value of digital assets | ||||||||
| Interest income received | ||||||||
| Interest expenses paid | ( | ) | ( | ) | ||||
| Income taxes received (paid) | ( | ) | ||||||
| Proceeds from disposition of renewable energy and waste tax credits | ||||||||
| Changes in non-cash working capital components | ( | ) | ||||||
| Net change in cash related to operating activities | ( | ) | ( | ) | ||||
| Cash flows used in investing activities | ||||||||
| Proceeds from sale of digital assets | ||||||||
| Purchase of property, plant and equipment and intangible assets | ( | ) | ( | ) | ||||
| Proceeds from sale of property, plant and equipment and assets held for sale | ||||||||
| Purchase of marketable securities | ( | ) | ( | ) | ||||
| Proceeds from disposition of marketable securities | ||||||||
| Purchase of derivative assets and liabilities | ( | ) | ||||||
| Settlement of derivative assets and liabilities | ||||||||
| Equipment and construction prepayments | ( | ) | ( | ) | ||||
| Proceeds from disposal of business | ||||||||
| Acquisition of business | ( | ) | ||||||
| Net change in cash related to investing activities | ( | ) | ( | ) | ||||
| Cash flows (used in) from financing activities | ||||||||
| Repayment of long-term debt | ( | ) | ( | ) | ||||
| Repayment of finance lease liabilities | ( | ) | ( | ) | ||||
| Issuance of common shares and warrants | ||||||||
| Exercise of stock options and warrants | ||||||||
| Net change in cash related to financing activities | ( | ) | ||||||
| Net decrease in cash and restricted cash | ( | ) | ( | ) | ||||
| Cash and restricted cash, beginning of the period | ||||||||
| Exchange rates differences on currency translation | ( | ) | ||||||
| Cash and restricted cash, end of the period | ||||||||
| Cash flows from (used in) discontinued operations | ( | ) | ||||||
See accompanying notes to the unaudited condensed consolidated financial statements
F-4
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 1: ORGANIZATION
Keel Infrastructure Corp. (“Keel” or the “Company”) is a North American digital and energy infrastructure company that develops data centers and energy infrastructure to lease for high-performance computing (“HPC”) and artificial intelligence (“AI”) workloads. The Company, founded in 2017 and previously known as Bitfarms Ltd., finalized its redomiciliation from Canada to the United States (the “U.S. Redomiciliation Transaction”) and adopted the name Keel Infrastructure Corp. on April 1, 2026.
Keel currently maintains its legacy Bitcoin Mining operations in the United States and Canada. As part of these operations, the Company owns and operates data centers housing specialized computers (referred to as “Miners”) designed for validating transactions on the Bitcoin Blockchain (referred to as “Mining”). Keel generally operates its Miners 24 hours per day to produce computational power (measured in hashrate) used to perform hashing calculations. The Company sells this hashrate to Mining Pool operators under a formula-derived rate commonly known in the industry as Full Pay Per Share (“FPPS”). Under FPPS, Mining Pool operators compensate Mining companies for their hashrate based on the expected value of the revenue that would be generated by that hashrate over a given period, regardless of the Mining Pool’s actual results during that period. This compensation may be paid in cryptocurrency, U.S. dollar, or another currency. Keel receives payments from Mining Pool operators in Bitcoin (as defined herein) on a daily basis and accumulates the Bitcoin it receives or exchanges it for U.S. dollar through reputable and established cryptocurrency trading platforms.
Terms and definitions
In these financial statements, the terms below have the following definitions:
| Term | Definition | |||
| 1 | Blockchain Verification and Validation Equipment (primarily Miners and Mining-related equipment) | |||
| 2 | Megawatt | |||
| 3 | Bitcoin | |||
| 4 | Canadian dollars | |||
| 5 | United States dollars |
F-5
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation and principles of consolidation
These unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries. The Company also consolidates certain variable interest entities (“VIEs”) for which the Company is the primary beneficiary, generally as a result of having the power to direct the activities that most significantly affect the VIE’s economic performance and holding variable interests that convey to the Company the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIEs. Subsidiaries that are not considered VIEs are consolidated if the Company owns, directly or indirectly, a controlling interest in the entities. The Company performs an assessment at inception and regularly reevaluates whether the entity is a VIE and whether the Company continues to be the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation.
The unaudited condensed consolidated financial statements are presented in USD and have been prepared in accordance with the accounting principles generally accepted in the United States of America (“U.S. GAAP”) and regulations of the U.S. Securities and Exchange Commission (the “SEC”) applicable to interim financial information, which permit the omission of certain information to the extent it has not changed materially since the latest audited annual financial statements.
In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting of only normal recurring adjustments, necessary for a fair statement of its unaudited condensed consolidated balance sheet as of March 31, 2026 and its results of operations for the three months ended March 31, 2026 and 2025 and cash flows for the three months ended March 31, 2026, and 2025. The consolidated balance sheet as of December 31, 2025, was derived from 2025 audited annual financial statements but does not contain all of the footnote disclosures from the annual financial statements.
These unaudited condensed consolidated financial statements should be read in conjunction with the annual consolidated financial statements and related notes thereto contained in the Company’s most recent Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 31, 2026 (the “Annual Report”).
Additionally, since there are no differences between net income (loss) and comprehensive income (loss), all references to comprehensive income (loss) have been excluded from the unaudited condensed consolidated financial statements.
Use of estimates
The preparation of unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires Management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated balance sheets and the reported amounts of revenue and expenses during the reporting periods. Actual results may differ materially from those estimates. The most significant accounting estimates inherent in the preparation of the Company’s unaudited condensed consolidated financial statements include revenue recognition; measurement of digital assets; determination of the useful lives, residual values, depreciation method and recoverability of long-lived assets; impairment analysis of property, plant and equipment; allocating the fair value of purchase consideration to assets acquired and liabilities assumed in business combinations and measurement of financial instruments.
F-6
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 2: SIGNIFICANT ACCOUNTING POLICIES (Continued)
Adopted accounting pronouncements
In July 2025, the FASB issued ASU 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”). ASU 2025-05 provides an optional practical expedient when applying the guidance related to the estimate of expected credit losses for current accounts receivable and current contract assets resulting from transactions arising from contracts with customers. The Company adopted ASU 2025-05 effective January 1, 2026 and had elected to apply the practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets. The adoption of ASU 2025-05 did not have a material impact on the Company’s consolidated financial statements.
In November 2024, the FASB issued ASU 2024-04, Debt—Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments (“ASU 2024-04”). ASU 2024-04 clarifies the accounting for induced conversions of convertible debt instruments and improves the consistency of accounting for settlements of convertible debt that occur at terms different from those specified in the original contract. The Company adopted ASU 2024-04 effective January 1, 2026. The adoption of the ASU 2024-04 did not have a material impact on the Company’s consolidated financial statements.
Recently issued accounting pronouncements not yet adopted
For recently issued accounting pronouncements not yet adopted, refer to the Company’s audited annual consolidated financial statements in the Annual Report.
NOTE 3: BUSINESS COMBINATION
On
March 14, 2025 (the “Acquisition Date”), the Company acquired
As
a result of the business combination, the pre-existing hosting agreements between the Company and Stronghold were effectively settled.
A gain of $
Stronghold is a vertically integrated power generation and data center company focused on environmental remediation and reclamation services in Pennsylvania, United States. The Stronghold transaction is aligned with the Company’s strategic objectives to diversify its operations and expand its presence in the United States through vertical integration of power generation and energy arbitrage capabilities.
F-7
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 3: BUSINESS COMBINATION (Continued)
Details of the final purchase price allocation and the fair value of the net assets acquired on March 14, 2025 are as follows:
| As of March 14, | ||||
| 2025 | ||||
| Purchase consideration | ||||
| Cash paid through repayment of debts | ||||
| Reimbursement of Stronghold’s acquisition-related costs | ||||
| Fair value of shares issued | ||||
| Fair value of warrants issued | ||||
| Fair value of replacement stock-based compensation | ||||
| Settlement of Refundable Hosting Deposits | ||||
| Fair value of consideration transferred | ||||
| Net identifiable assets acquired | ||||
| Cash | ||||
| Accounts receivable | ||||
| Short-term prepaid deposits | ||||
| Other assets (current) | ||||
| Rights to renewable energy credits and waste tax credits | ||||
| Inventories | ||||
| Property, plant and equipment | ||||
| Intangible assets | ||||
| Operating and finance lease right-of-use assets | ||||
| Other non-current assets | ||||
| Accounts payable and accrued expenses | ( | ) | ||
| Current portion of long-term debt | ( | ) | ||
| Current portion of operating and finance lease liabilities | ( | ) | ||
| Long-term debt | ( | ) | ||
| Non-current operating and finance lease liabilities | ( | ) | ||
| Other non-current liabilities | ( | ) | ||
| Total net identifiable assets acquired | ||||
Total
acquisition-related costs that were not directly attributable to the issuance of shares amounted to $
The following table presents the supplemental cash flow information:
| Year ended December 31, | ||||
| 2025 | ||||
| Cash outflow, net of cash acquired | ||||
| Cash consideration | ||||
| Less: cash balances acquired | ( | ) | ||
| Net cash outflow related to investing activities | ||||
F-8
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 4: RIGHTS TO RENEWABLE ENERGY CREDITS (“RECS”) AND WASTE TAX CREDITS (“WTCS”)
| As of March 31, | As of December 31, | |||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| RECs | WTCs | Total | RECs | WTCs | Total | |||||||||||||||||||
| Balance as of January 1, | ||||||||||||||||||||||||
| Additions related to business combination | ||||||||||||||||||||||||
| Additions during the period | ||||||||||||||||||||||||
| Less: sale of credits to third parties | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Balance as of period end | ||||||||||||||||||||||||
| Less: current portion | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Non-current portion | ||||||||||||||||||||||||
NOTE 5: DIGITAL ASSETS
Bitcoin transactions and the corresponding values for the three months ended March 31, 2026 and 2025 were as follows:
| Three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Quantity | Value ($) | Quantity | Value ($) | |||||||||||||
| Balance of digital assets including restricted digital assets as of January 1, | ||||||||||||||||
| Bitcoin earned* | ||||||||||||||||
| Bitcoin earned from discontinued operations | ||||||||||||||||
| Hosting revenue received in Bitcoin | ||||||||||||||||
| Change in Bitcoin earned, not received | ( | ) | ( | ) | ||||||||||||
| Bitcoin exchanged for cash | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Bitcoin exchanged for goods and services | ( | ) | ( | ) | ||||||||||||
| Realized gain (loss) on disposition of digital | ( | ) | ||||||||||||||
| Change in fair value of digital assets | ( | ) | ( | ) | ||||||||||||
| Balance of digital assets excluding restricted digital assets as of March 31, | ||||||||||||||||
| Less: Restricted digital assets as of March 31,** | ( | ) | ( | ) | ||||||||||||
| Balance of digital assets excluding restricted digital assets as of March 31, | ||||||||||||||||
| * |
| ** |
F-9
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 6: DERIVATIVE ASSETS AND LIABILITIES
Bitcoin option and selling contracts
The Company purchased Bitcoin option contracts that provide it with the right, but not the obligation, to sell digital assets at a fixed price. The Company also entered into contracts and earned premiums by agreeing to sell Bitcoin if the Bitcoin price reached specific targets.
On
March 16, 2026, Reliz Ltd., the operating entity of BlockFills, a Chicago-based cryptocurrency brokerage, trading platform, and liquidity
provider, filed voluntary petitions for relief under Chapter 11 restructuring proceedings of the United States Bankruptcy Code. Prior
to March 16, 2026, in connection with its Bitcoin option and selling contracts, the Company closed all outstanding contracts with BlockFills.
During the three months ended March 31, 2026, the Company recorded a credit loss expense for the $
Bitcoin redemption options
Starting in November 2024, the Company entered into purchase orders of Miners with a supplier which allows the Company to pay for the Miners in cash, Bitcoin or a combination of both. The right to redeem the Bitcoin (“Bitcoin Redemption Option”) meets the definition of an embedded derivative. As of December 31, 2025, the Company no longer held any Bitcoin Redemption Options.
Capped call transactions
In
October 2025, in connection with the Convertible Notes, the Company entered into capped call transactions, with a cap price of $
The following table summarizes the derivatives and reconciles the fair value measurement, which are classified within Level 2 of the fair value hierarchy:
| As of March 31, | As of December 31, | |||||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||||||
| Capped call transactions | Bitcoin option and selling contracts | Capped call transactions | Bitcoin redemption options | Bitcoin option and selling contracts | ||||||||||||||||||||||||
| Derivative Assets | Derivative Assets | Derivative Liabilities | Derivative Assets | Derivative Assets | Derivative Assets | Derivative Liabilities | ||||||||||||||||||||||
| Balance as of January 1, | ( | ) | ( | ) | ||||||||||||||||||||||||
| Initial recognition | ||||||||||||||||||||||||||||
| Purchases | ||||||||||||||||||||||||||||
| Settlement | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||
| Remeasurement recognized in statement of operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Balance as of period end | ( | ) | ||||||||||||||||||||||||||
| Total derivative assets | ||||||||||||||||||||||||||||
| Total long-term derivative assets | ||||||||||||||||||||||||||||
| Total derivative liabilities | ( | ) | ||||||||||||||||||||||||||
F-10
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 6: DERIVATIVE ASSETS AND LIABILITIES (Continued)
The following gain (loss) on derivatives is recognized in the unaudited condensed consolidated statements of operations:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Gain (loss) on Bitcoin options and selling contracts | ||||||||
| Unrealized change in fair value of outstanding contracts | ( | ) | ( | ) | ||||
| Realized gain on settled contracts | ||||||||
| ( | ) | |||||||
| Gain (loss) on Bitcoin redemption options | ||||||||
| Unrealized change in fair value | ( | ) | ||||||
| Realized gain on settled options | ||||||||
| ( | ) | |||||||
| Loss on Capped call transactions | ||||||||
| Unrealized change in fair value | ( | ) | ||||||
| Loss on derivative assets and liabilities | ( | ) | ( | ) | ||||
Refer to Note 15 for more details of derivative instruments.
NOTE 7: RESTRICTED CASH
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Restricted cash as covenant for the Credit Facility | ||||||||
| Restricted cash as collateral for the letters of credit | ||||||||
In February 2026,
the Credit Facility was fully repaid and the cash balance of $
In March 2026, the Company issued two letters
of credit requiring a total of $
F-11
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 8: ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS
Miners and Mining electrical components
As of March 31, 2026 and December 31, 2025, the Company determined it had surplus Miners and Mining electrical equipment that met the criteria as “assets held for sale” under ASC 360-10-45 as of the respective balance sheet dates. These assets were measured at the lower of their carrying amount and fair value less costs to sell at the time of the classification. These surplus assets are not determined to be discontinued operations as their planned sale did not represent a strategic shift on the Company’s operations and financial results.
The fair value of these assets were determined using the market approach, which is based on recent sales prices for similar Miners and equipment. Such fair value measurements are a non-recurring Level 3 measurement under the fair value hierarchy. The key assumption used by Management to determine fair value is the most recent amount contracted with a third party for a comparable Miner or equipment sold.
Assets of disposal group classified as held for sale
In addition to surplus Miners and equipment, the Company classified assets in Paraguay which met the criteria as “assets held for sale” during the year ended December 31, 2025, which have been classified as discontinued operations as detailed in this note. The Paraguay disposal group included the Paso Pe Bitcoin data center which met the “held for sale” criteria during the third quarter of 2025.
The following table provides the components of the assets or disposal groups that either met the criteria of “assets held for sale” as of March 31, 2026 or December 31, 2025.
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Miners | ||||||||
| Mining electrical components | ||||||||
| Assets of disposal group classified as held for sale: | ||||||||
| Other assets | ||||||||
| Inventories - electronic and networking components | ||||||||
| Property, plant and equipment | ||||||||
| Long-term deposits and equipment prepayments | ||||||||
| Refundable deposits - security deposits for energy | ||||||||
F-12
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 8: ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Continued)
Discontinued operations
In 2025, the Company began a significant transformation of its corporate strategy, exiting its Latin American Bitcoin Mining operations in Paraguay and Argentina to fully concentrate on the U.S. and Canadian HPC infrastructure markets. As a result of these strategic decisions, the Company classified certain of its Latin American asset groups as “held for sale” and its operations as discontinued operations. As discussed below, the Argentina asset group was abandoned, and therefore its assets were not classified as “held for sale”.
The combined results of the Company’s Argentina and Paraguay operations for the three months ended March 31, 2026 and 2025 are presented below:
| Three months ended March 31, | ||||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| Argentina | Paraguay | Total | Argentina | Paraguay | Total | |||||||||||||||||||
| Revenues* | ||||||||||||||||||||||||
| Cost of revenues | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ||||||||||||||||||||
| Operating expenses | ||||||||||||||||||||||||
| General and administrative expenses | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on disposition of property, plant and equipment and deposits | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Impairment of long-lived assets | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Operating (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Interest income | ||||||||||||||||||||||||
| Interest expense | ( | ) | ( | ) | ||||||||||||||||||||
| Other (expense) income | ( | ) | ||||||||||||||||||||||
| Total other (expense) income | ( | ) | ||||||||||||||||||||||
| Loss before income taxes | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Income tax (expense) recovery | ( | ) | ( | ) | ( | ) | ||||||||||||||||||
| Loss after income tax | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gain on disposition of Yguazu Bitcoin data center | ||||||||||||||||||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| * |
F-13
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 8: ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Continued)
Discontinued operations (Continued)
The net cash flows incurred by Argentina’s and Paraguay’s operations are, as follows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Net change in cash related to operating activities | ( | ) | ||||||
| Net change in cash related to investing activities | ( | ) | ||||||
| Net change in cash related to financing activities | ( | ) | ( | ) | ||||
| Net change in cash generated by the discontinued operations | ( | ) | ||||||
i. Argentina’s operations as discontinued operations
During the second quarter of 2025, the Company’s energy supplier halted the supply of electricity to the Company’s Rio Cuarto, Argentina Bitcoin data center. Following this event, on August 11, 2025, the Company determined that it would discontinue and abandon its operations in Rio Cuarto, Argentina. The Company negotiated to eliminate its asset retirement obligation and reduced the reserved power to a minimum. As of September 30, 2025, the Company’s Argentina operations were abandoned and classified as a discontinued operation. As these operations represent an asset group that was abandoned, it is not classified as “held for sale” of a disposal group. Notwithstanding, commencing in the second quarter of 2025, the Company also identified certain electrical equipment and BVVE that could be sold separately and not abandoned.
Impairment on Argentina asset group in the first quarter of 2025
During the first quarter of 2025, due to indicators of impairment that included the decline of the Company’s market capitalization and Bitcoin price, the Company performed recoverability tests for operating Bitcoin data centers in Canada, United States, Paraguay and Argentina. The Company also experienced an increase in gas prices which affected the Company’s cost of energy in Argentina.
In
performing a recoverability test, the Company calculated the sum of the estimated undiscounted future cash flows from continued use and
eventual disposition for the Argentina asset group, and determined it was lower than its carrying amount, therefore the Argentina asset
group was not recoverable, and an impairment loss in the amount of $
To measure the impairment loss, fair value was determined using an income approach under ASC 820 based on a discounted cash flow model incorporating management’s estimates of future cash flows, expected Bitcoin prices, projected operating expenses, and a market-based discount rate. Due to the use of significant unobservable inputs, the fair value measurement was classified within Level 3 of the fair value hierarchy.
On May 8, 2026, the Company entered into a definitive share purchase agreement for the sale of its wholly-owned Argentina subsidiary, Backbone Hosting Solutions SAU (“Backbone Argentina”). Refer to Note 21 for more details.
F-14
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 8: ASSETS HELD FOR SALE AND DISCONTINUED OPERATIONS (Continued)
Discontinued operations (Continued)
ii. Paraguay’s operations as discontinued operations and assets held for sale
During the first quarter of 2025, the Company finalized the sale of its Yguazu Bitcoin data center in Paraguay. Subsequently, during the third quarter of 2025, the Company determined that the Paso Pe Bitcoin data center met the criteria to be classified as “held for sale”, and that all operations in Paraguay should be classified as discontinued operations as the Company makes a strategic shift towards HPC data center projects in North America.
Sale of the Yguazu Bitcoin Data Center
On
March 17, 2025, the Company completed the sale of its 200 MW Bitcoin data center under development in Yguazu, Paraguay to HIVE Digital
Technologies Ltd. (“HIVE”) pursuant to a January 24, 2025 share purchase agreement. The transaction involved the sale
of the Company’s
| As of March 17 | ||||
| 2025 | ||||
| Consideration | ||||
| Advance received in January 2025 upon signing the LOI | ||||
| Cash received upon closing | ||||
| Receivable over 6 equal monthly payments following the closing date* | ||||
| Other costs assumed by HIVE | ||||
| Total consideration received | ||||
| Net assets transferred | ||||
| Current assets | ||||
| Property, plant and equipment | ||||
| Intangible asset | ||||
| Long-term deposits and equipment prepayments | ||||
| Security deposit for energy | ||||
| Total net assets transferred | ||||
| Gain on disposal of subsidiary | ||||
| * |
Sale of the Paso Pe Bitcoin data center
In January 2026, a definitive purchase agreement
was signed for the sale of the Paso Pe Bitcoin data center. The sale of the Paso Pe Bitcoin data center was completed on April 21, 2026
for total proceeds of approximately $
During
the three months ended March 31, 2026, the Company used the most recent agreed upon selling price to estimate the fair value less
costs to sell of the Paso Pe Bitcoin data center and recognized a further impairment loss of $
F-15
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 9: PROPERTY, PLANT AND EQUIPMENT, NET
As of March 31, 2026 and December 31, 2025, property, plant and equipment (“PPE”) consisted of the following:
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| BVVE | ||||||||
| Land | ||||||||
| Buildings | ||||||||
| Energy Infrastructure | ||||||||
| Machinery and Equipment | ||||||||
| Leasehold improvements | ||||||||
| Vehicles | ||||||||
| Accumulated Depreciation | ( |
) | ( |
) | ||||
| Carrying amount | ||||||||
Assets not subject to depreciation
As of March 31, 2026, property, plant and equipment that are not
yet placed into service amounted to $
NOTE 10: LONG-TERM DEPOSITS, EQUIPMENT PREPAYMENTS AND OTHER
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Other BVVE and electrical components | ||||||||
| Cash deposits on construction work and materials* | ||||||||
| Equipment and construction prepayments | ||||||||
| Insurance prepaids, security deposits for energy and rent | ||||||||
| Deferred transaction fees - undrawn tranche of the credit facility | ||||||||
| * |
NOTE 11: ACCOUNTS PAYABLE AND ACCRUED EXPENSES
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Accounts payable | ||||||||
| Accrued expenses | ||||||||
| Government remittances payable | ||||||||
F-16
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 12: LONG-TERM DEBT
The Company’s long-term debt is as follows:
| As of March 31, | As of December 31, | |||||||
| 2026 | 2025 | |||||||
| Building financing | ||||||||
| Equipment financing | ||||||||
| Credit Facility | ||||||||
| Unamortized transaction costs - Credit Facility | ( | ) | ||||||
| Convertible Notes | ||||||||
| Unamortized debt discount - Convertible Notes | ( | ) | ( | ) | ||||
| Total long-term debt, net of transaction cost and debt discount | ||||||||
| Current portion of long-term debt | ( | ) | ( | ) | ||||
| Non-current portion of long-term debt | ||||||||
Movement in long-term debt is as follows:
| As of March 31, | As of December 31 | |||||||
| 2026 | 2025 | |||||||
| Balance as of January 1, | ||||||||
| Issuance of long-term debt | ||||||||
| Addition from business combination | ||||||||
| Repayments | ( | ) | ( | ) | ||||
| Interest on long-term debt | ||||||||
| Transaction costs and debt discount | ( | ) | ||||||
| Amortization of transaction costs and debt discount | ||||||||
| Loss on extinguishment of long-term debt | ||||||||
| Foreign exchange | ( | ) | ||||||
| Balance as of period end | ||||||||
Credit Facility
In
April 2025, the Company signed a credit facility for up to $
An
initial $
An
additional $
F-17
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 12: LONG-TERM DEBT (Continued)
Credit Facility (Continued)
In October 2025, the Company converted the entirety
of the loan into a $
In
February 2026, the Credit Facility was fully repaid for a total of $
Convertible Senior Notes
In
October 2025, the Company issued $
Prior
to October 15, 2030, the Convertible Notes may be converted only upon the occurrence of certain events, including: (i) during specified
periods when the market price of the Company’s common shares exceeds
Upon
conversion, the Company may settle the obligation in cash, common shares, or a combination of both, at its discretion. The initial conversion
rate is
F-18
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 12: LONG-TERM DEBT (Continued)
Convertible Senior Notes (Continued)
The Convertible Notes are not redeemable prior
to October 20, 2028, except upon the occurrence of certain changes in laws governing Canadian withholding taxes. On or after October 20,
2028, the Company may redeem the Convertible Notes, in whole or in part, for cash if the last reported sale price of its common shares
has been at least
Transaction costs of $
As of March 31, 2026, none of the conditions permitting the holders of the Convertible Notes to convert their notes early or to require the Company to repurchase the Convertible Notes for cash have been met. Accordingly, the Convertible Notes are classified as long-term debt.
NOTE 13: STOCKHOLDERS’ EQUITY
Common shares
Bitfarms’ authorized share
capital consists of an unlimited number of common shares without par value and are fully paid. Each share entitles the holder to
The following table details the movement in number of common shares:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Outstanding, January 1, | ||||||
| Issuance through at-the market equity offering program | ||||||
| Issuance through business combination | ||||||
| Exercise of Options | ||||||
| Settlement of restricted share units | ||||||
| Outstanding, March 31, | ||||||
Corporate Share Buyback Program
On
July 22, 2025, the Company announced that the TSX had approved a normal course issuer bid (“NCIB”), under which the Company
may repurchase up to
F-19
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 13: STOCKHOLDERS’ EQUITY (Continued)
Equity warrants
Details of the outstanding number of Warrants are as follows:
| Three months ended March 31, | ||||||||||||
| 2026 | 2025 | |||||||||||
| Number of Warrants | Weighted Average Exercise Price (USD) | Number of Warrants | Weighted Average Exercise Price (USD) | |||||||||
| Outstanding, January 1, | ||||||||||||
| Granted | ||||||||||||
| Outstanding, March 31, | ||||||||||||
The weighted average contractual life of the warrants
as of March 31, 2026, was
On March 14, 2025, the Company issued
The Company evaluates its warrants to determine whether they are within the scope of ASC 480-10 or ASC 815-40. The Company concluded that the warrants are not within the scope of ASC 480-10 and meet the criteria for equity classification under ASC 815-40 as they are indexed to the Company’s own stock and are exercisable for a fixed number of common shares. The warrants are settled on a gross physical basis, and the Company is not required to net cash settle the instruments under any circumstances. Accordingly, the warrants are classified in equity and are not subsequently remeasured.
In April 2025,
in connection with the Credit Facility, the Company granted Macquarie
In October 2025,
in connection with the Credit Facility with Macquarie (see Note 12 for more details), the Company granted Macquarie
The Black-Scholes option-pricing model utilized the following weighted-average inputs to determine the fair values of the warrants granted during the year ended December 31, 2025:
| Dividend yield (%) | % | |||
| Expected share price volatility (%)* | % | |||
| Risk-free interest rate (%) | % | |||
| Expected life of warrants (years) | ||||
| Share price (USD) | $ | |||
| Exercise price (USD) | $ | |||
| Fair value of warrants (USD) | $ | |||
| Number of warrants issued | ||||
| * |
F-20
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 14: STOCK-BASED COMPENSATION
Stock-based compensation expense is recognized within general and administrative
expenses in the unaudited condensed consolidated statements of operations.
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Options | ||||||
| RSUs | ||||||
| PSUs | ||||||
| Share awards | ||||||
Long-Term Incentive Plan (“2025 LTIP”)
The 2025 LTIP
Plan was adopted in July 2025 and provides the Company the ability to grant various share-based compensation such as, but not limited
to, Options, RSUs and PSUs. The 2025 LTIP is a
Options
Under 2025 LTIP
During the three
months ended March 31, 2026, the Board approved Options grants to purchase
Under 2021 LTIP
During the three
months ended March 31, 2025, the Board approved Options grants to purchase
F-21
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 14: STOCK-BASED COMPENSATION (Continued)
Options (Continued)
Details of the outstanding Options are as follows:
| Three months ended March 31, | ||||||||||||||||
| 2026 | 2025 | |||||||||||||||
| Number of Options | Weighted Average Exercise Price ($CAD) | Number of Options | Weighted Average Exercise Price ($CAD) | |||||||||||||
| Outstanding, January 1, | ||||||||||||||||
| Granted | ||||||||||||||||
| Exercised | ( | ) | ||||||||||||||
| Forfeited | ( | ) | ( | ) | ||||||||||||
| Expired | ( | ) | ( | ) | ||||||||||||
| Outstanding, March 31, | ||||||||||||||||
| Exercisable, March 31, | ||||||||||||||||
The weighted-average inputs used to value the Options grants using the Black-Scholes model are as follows:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Dividend yield (%) | ||||||
| Expected share price volatility (%)* | % | % | ||||
| Risk-free interest rate (%) | % | % | ||||
| Expected life of Options (years) | ||||||
| * |
RSUs
Details of the RSUs are as follows:
| Three months ended March 31, | ||||||||||||
| 2026 | 2025 | |||||||||||
| Number of RSUs | Weighted Average Grant Price ($CAD) | Number of RSUs | Weighted Average Grant Price ($CAD) | |||||||||
| Outstanding, January 1, | ||||||||||||
| Granted | ||||||||||||
| Settled | ( | ) | ||||||||||
| Forfeited | ( | ) | ||||||||||
| Outstanding, March 31, | ||||||||||||
Under the 2025 LTIP
During the three months ended March 31, 2026, no RSUs were granted.
F-22
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 14: STOCK-BASED COMPENSATION (Continued)
RSUs (Continued)
Under the 2021 LTIP
During the three
months ended March 31, 2025, the Board approved the grant of
PSUs
Details of the PSUs are as follows:
| Three months ended March 31, | ||||||
| 2026 | ||||||
| Number of PSUs | Weighted Average Grant Price ($CAD) | |||||
| Outstanding, January 1, | ||||||
| Outstanding, March 31, | ||||||
PSUs vest in a single tranche at the end of the
performance cycle, contingent upon the attainment of certain corporate objectives. Upon vesting, each PSU converts into
Share awards
During the three months ended
March 31, 2025, following the Stronghold transaction, the Company entered into a stock award agreement as well as a consulting agreement
with a former executive of Stronghold and granted
F-23
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 15: FINANCIAL INSTRUMENTS
a. Measurement categories and fair value
The following table presents the fair values of the Company’s financial instruments and their level within the fair value hierarchy:
| As of March 31, | As of December 31, | ||||||||||
| Measurement | 2026 | 2025 | |||||||||
| Financial assets at amortized cost | |||||||||||
| Cash | Level 1 | ||||||||||
| Restricted cash | Level 1 | ||||||||||
| Accounts receivable, net | Level 2 | ||||||||||
| Other receivables | Level 2 | ||||||||||
| Security deposits for energy | Level 2 | ||||||||||
| Other refundable deposits | Level 3 | ||||||||||
| Financial assets at fair value through profit and loss | |||||||||||
| Derivative assets | Level 2 | ||||||||||
| Total fair value of financial assets | |||||||||||
| Financial liabilities at amortized cost | |||||||||||
| Accounts payable and accrued expenses | Level 2 | ||||||||||
| Long-term debt* | Level 2 | ||||||||||
| Financial liabilities at fair value through profit and loss | |||||||||||
| Derivative liabilities | Level 2 | ||||||||||
| Total fair value of financial liabilities | |||||||||||
| Net fair value | ( | ) | ( | ) | |||||||
| * |
There were no transfers between Level 1, 2 or 3 of the fair value hierarchy three months ended March 31, 2026 and 2025.
In addition to assets and liabilities that are measured at fair value on a recurring basis, the Company also measures certain assets and liabilities at fair value on a non-recurring basis. The Company’s long-lived assets, including intangible assets, operating lease right-of-use assets, and property, plant and equipment, are measured at fair value when there is an indication of impairment and the carrying amount exceeds the asset’s projected undiscounted cash flows. These assets are measured at fair value only when an impairment loss is recognized.
The carrying amounts of cash, restricted cash, accounts receivable, net, other receivables, security deposits for energy, other refundable deposits, and accounts payable and accrued expenses presented in the table above are a reasonable approximation of their fair value due to their short-term maturity or they are valued using the income approach valuation technique.
F-24
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 15: FINANCIAL INSTRUMENTS (Continued)
a. Measurement categories and fair value (Continued)
Derivative assets and liabilities
The fair value of derivatives is categorized as Level 2 as applicable, in the fair value hierarchy and is presented under derivative assets and liabilities in the unaudited condensed consolidated balance sheets when there is an outstanding contract at period end. The derivatives are measured at fair values on a recurring basis. Refer to Note 6 for more details.
i. Bitcoin option and selling contracts (derivatives)
Fair value of derivative financial instruments generally reflects the estimated amounts that the Company would receive or pay, taking into consideration the counterparty credit risk or the Company’s credit risk at each reporting date. The Company uses market data such as Bitcoin option futures to estimate the fair value of option contracts at each reporting date. Refer to Note 6 for more details.
Bitcoin Redemption Options (embedded derivatives)
The purchase order agreements explained in Note 6 provide the Company with the option to redeem the Bitcoin Pledged at a market price determined when the Bitcoin was first pledged (“Agreed Bitcoin Price”).
The right to redeem the Bitcoin Pledged meets the definition of an embedded derivative as the derivative that is embedded in the non-financial contract is not closely related to the economic characteristics and risks of the host non-financial contract. The fair value of the embedded derivative is determined using a combination of the Monte Carlo simulation model to simulate future Bitcoin prices based on probability factors and the Black-Scholes Model to estimate the value of each Bitcoin Redemption Option.
At each reporting date, the fair value is determined by multiplying the number of redeemable Bitcoin pledged by the present value of the difference between the Agreed Bitcoin Price and the simulated spot price of Bitcoin while considering the likelihood of exercising the quarterly installments. Change in fair value is recognized in Other expenses.
ii. Capped call transactions (derivatives assets)
In October 2025, the Company entered into capped
call transactions in connection with the issuance of Convertible Notes. The fair value of the capped call transactions is determined using
an option pricing model that incorporates observable market inputs, including the Company’s share price, expected volatility, risk-free
interest rate, expected term and contractual terms of the instruments. As the valuation primarily incorporates observable inputs, the
fair value measurement is classified within Level 2 of the fair value hierarchy. The most significant input in the model is the Company’s
share price and expected volatility. Due to the decline in the share price, there was a loss of $
F-25
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 16: LOSS PER SHARE
The following table presents the computation of basic and diluted loss per share from continuing operations:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| From continuing operations: | ||||||
| Numerator: | ||||||
| Loss from continuing operations | ( | ) | ( | ) | ||
| Effect of Convertible Notes | ||||||
| Numerator for diluted loss per share | ( | ) | ( | ) | ||
| Denominator: | ||||||
| Denominator for basic loss per share - weighted average shares outstanding | ||||||
| Dilutive impact of Convertible Notes | ||||||
| Denominator for diluted loss per share - weighted average shares outstanding | ||||||
| Loss from continuing operations per common share attributable to common shareholders: | ||||||
| Basic | ( | ) | ( | ) | ||
| Diluted | ( | ) | ( | ) | ||
The following table presents the computation of basic and diluted loss per share from discontinued operations:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| From discontinued operations | ||||||
| Numerator: | ||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||
| Effect of Convertible Notes | ||||||
| Numerator for diluted loss per share | ( | ) | ( | ) | ||
| Denominator: | ||||||
| Denominator for basic loss per share - weighted average shares outstanding | ||||||
| Dilutive impact of Convertible Notes | ||||||
| Denominator for diluted loss per share - weighted average shares outstanding | ||||||
| Loss from discontinued operations per common share attributable to common shareholders: | ||||||
| Basic | ( | ) | ( | ) | ||
| Diluted | ( | ) | ( | ) | ||
F-26
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 16: LOSS PER SHARE (Continued)
Earnings per share
For the three months ended March 31, 2026 and 2025 potentially dilutive securities were excluded from the calculation of diluted loss per share due to their anti-dilutive effect.
The following table presents additional potentially dilutive securities that were excluded from the calculation of diluted loss per share as their inclusion would be anti-dilutive:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Options | ||||||
| Warrants | ||||||
| RSUs | ||||||
| PSUs | ||||||
| Convertible note shares | ||||||
NOTE 17: SEGMENT AND GEOGRAPHICAL INFORMATION
Reportable segment
The Company has aggregated all of its Cryptocurrency
Mining operating segments into a operating segment, which is the Company’s only reportable segment, Cryptocurrency Mining. The
Chief Operating Decision Maker (“CODM”) manages segment performance and resource allocation based upon net income (loss).
Revenues
Revenues by country are as follows:
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| North America | ||||||
| United States | ||||||
| Canada | ||||||
| Total | ||||||
Revenues are presented based on the geographical contribution of computational power used for hashing calculations (measured by hashrate) or sales to external customers.
F-27
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 17: SEGMENT AND GEOGRAPHICAL INFORMATION (Continued)
Property, Plant and Equipment and other non-current assets
The carrying amount of property, plant and equipment and other non-current assets (excluding financial assets, intangible assets and deferred tax assets) by country is as follows:
| As of March 31, | As of December 31, | |||||||||||||||||||||||
| 2026 | 2025 | |||||||||||||||||||||||
| PPE | Other | Total non-current assets | PPE | Other | Total non-current assets | |||||||||||||||||||
| North America | ||||||||||||||||||||||||
| United States | ||||||||||||||||||||||||
| Canada | ||||||||||||||||||||||||
| Total | ||||||||||||||||||||||||
NOTE 18: ADDITIONAL DETAILS TO THE STATEMENTS OF OPERATIONS
Disaggregated revenues
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cryptocurrency Mining | ||||||||
| Cryptocurrency Hosting | ||||||||
| Electrical services | ||||||||
| Energy sales | ||||||||
F-28
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 18: ADDITIONAL DETAILS TO THE STATEMENTS OF OPERATIONS (Continued)
Cost of revenues
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Energy expenses | ( | ) | ( | ) | ||
| Depreciation and amortization | ( | ) | ( | ) | ||
| Hosting expenses | ( | ) | ||||
| Infrastructure expenses | ( | ) | ( | ) | ||
| Electrical components and salaries | ( | ) | ( | ) | ||
| ( | ) | ( | ) | |||
Inventories
During the three months ended March 31, 2026,
the cost of electrical component inventory and waste, limestone and fuel oil recognized as an expense and included in cost of revenues
was $
Energy costs are net of RECs and WTCs
During the three months ended March 31, 2026,
RECs amounted to $
General and administrative expenses
| Three months ended March 31, | ||||||
| 2026 | 2025 | |||||
| Salaries and wages | ( | ) | ( | ) | ||
| Stock-based compensation | ( | ) | ( | ) | ||
| Professional services | ( | ) | ( | ) | ||
| Insurance, duties and other | ( | ) | ( | ) | ||
| Travel, motor vehicle and meals | ( | ) | ( | ) | ||
| Telecom hosting and telecommunications | ( | ) | ( | ) | ||
| Advertising and promotion | ( | ) | ( | ) | ||
| ( | ) | ( | ) | |||
Other expenses
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Credit loss expense on derivatives receivable | ( | ) | ||||||
| Amortization of transaction costs and debt discount | ( | ) | ||||||
| Loss on exchange rates | ( | ) | ( | ) | ||||
| Other financial expenses | ( | ) | ( | ) | ||||
| ( | ) | ( | ) | |||||
F-29
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 19: ADDITIONAL DETAILS TO THE STATEMENTS OF CASH FLOW
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Changes in non-cash working capital components: | ||||||||
| (Increase) decrease in accounts receivable, net | ( |
) | ||||||
| (Increase) decrease in other current assets | ( |
) | ||||||
| Increase in inventories | ( |
) | ( |
) | ||||
| (Increase) Decrease in deposits | ( |
) | ||||||
| Decrease in assets held for sale | ( |
) | ||||||
| (Decrease) increase in accounts payable and accrued expenses | ( |
) | ||||||
| (Decrease) increase in operating lease liabilities | ( |
) | ||||||
| Decrease in taxes payable | ( |
) | ( |
) | ||||
| (Decrease) increase in other non-current liabilities | ( |
) | ||||||
| ( |
) | |||||||
| Significant non-cash transactions: | ||||||||
| Issuance of common shares, warrants and RSUs in connection with the acquisition of Stronghold | ||||||||
| Equipment prepayments realized as additions to PPE | ||||||||
| Addition of ROU assets and related lease liabilities | ||||||||
| Purchase of PPE financed by short-term credit | ||||||||
| Computational power revenue and its related service expense | ||||||||
| Depreciation and amortization* | ||||||||
| Property, plant and equipment, net | ||||||||
| Finance lease right-of-use assets | ||||||||
| Intangible assets, net | ||||||||
| * |
The following table provides a reconciliation of cash and restricted cash reported within the unaudited condensed consolidated balance sheets that sum to the total of the same amounts shown in the unaudited condensed consolidated statements of cash flows:
| Three months ended March 31, | ||||||||
| 2026 | 2025 | |||||||
| Cash | ||||||||
| Restricted cash | ||||||||
| Total cash and restricted cash | ||||||||
As of March 31, 2026, restricted cash represents letters of credit contractually required by an electric service arrangement. Refer to Note 20 for more details.
F-30
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 20: COMMITMENTS AND CONTINGENCIES
Contingent Liability
As the Company continues to periodically import products into the United States, it is subject to review by the CBP regarding the classification and origin of such imports. Refer to Note 25 of the consolidated financial statements in the Annual Report for more details regarding the Company’s Miners imported in 2021. There were no Miners imported into the United States in 2022, 2023 or during the three months ended March 31, 2026; and for 2024 and 2025, the Company has not received any assessment or communication of a potential assessment.
Furthermore, the Company took several steps to ensure compliance with CBP rules and regulations by sourcing non-Chinese origin equipment including, but not limited to, the specifications of which non-Chinese production facilities could be supplied under our purchase agreements with Bitmain Development PTE. Ltd., in person factory inspections by the Company’s employees to verify production, and the collection of various importation documents that confer non-Chinese origin. While the Company has addressed certain concerns related to previous importations, additional assessments may be made by the CBP in connection with other importations.
The
Company imported
In
March 2026, the U.S. Supreme Court IEEPA Tariff Ruling determined that certain tariffs previously imposed under the International Emergency
Economic Powers Act were not lawful. Based on currently available guidance, the tariff rate for imports of Chinese origin is expected
to be approximately
At this time, while the Company believes it has taken the appropriate steps to reduce the risk of potential exposure, the Company is unable to predict the outcome of any future assessments or to reasonably estimate the amount, if any, that may be payable in connection with these matters. The facts surrounding each importation may vary and the Company reserves the right and may challenge any assessments.
Letters of Credit
In March 2026, the Company
entered into an agreement with a utility provider to supply high-voltage electricity to a large-scale, energy-intensive facility to its
Panther Creek property in Pennsylvania, United States. The utility provider is responsible for providing electrical power and, if necessary,
designing and constructing essential infrastructure such as transmission links and substations. As part of the arrangement, the Company
issued a letter of credit in the amount of $
The
Company entered into an agreement for the sale and delivery of electricity to its Sharon property in Pennsylvania, United States, over
a
F-31
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 20: COMMITMENTS AND CONTINGENCIES (Continued)
Lawsuits
Class Action Lawsuit
On May 9, 2025, and as amended on October 21, 2025, a purported shareholder filed a putative class action complaint in the United States District Court for the Eastern District of New York, in a case now titled In re: Bitfarms Securities Litigation, case no 1:25-cv-02630. Co-Lead Plaintiffs Zhao Jun, Gong Lanfang, Michael Pearl, Kazim Khan, and Michael Lawarre sued Bitfarms Ltd., Benjamin Gagnon, Jeffrey Lucas and Geoffrey Morphy alleging violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5, promulgated thereunder. The lawsuit alleges that the Company, its current CEO, its former CFO and its former CEO made materially false and/or misleading statements regarding the Company’s business, operations and internal controls over financial reporting. The Plaintiff seeks class certification, unspecified damages plus interest and attorney and expert witness fees and other costs on behalf of a purported class consisting of all persons and entities (subject to specified exceptions) that purchased or otherwise acquired Company common stock from March 21, 2023 and December 9, 2024. The lawsuit was filed by Pomerantz Law Firm. The Company cannot predict the duration or outcome of this lawsuit at this time. As a result, the Company is unable to estimate the reasonably possible loss or range of reasonably possible loss arising from this lawsuit and no provision was recognized as of March 31, 2026. The Company intends to vigorously defend itself in this matter.
Commitments
The Company is committed to purchase the following property, plant and equipment as of March 31, 2026:
| 2026 | 2027 | |||||||
| HPC data center projects | ||||||||
Commitment for HPC Data Center Projects
As of March 31, 2026, the Company has entered into agreements with
suppliers for the purchase and construction of property, plant and equipment related to its HPC infrastructure projects. These agreements
encompass a range of services, including but not limited to engineering, project management support, procurement and manufacturing, site
management, and factory acceptance testing. The aggregate future payment commitments under these arrangements amount to approximately
$
F-32
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Expressed in thousands of U.S. dollars, except data relating to number of PPE, shares, warrants, options and digital assets - unaudited)
NOTE 21: SUBSEQUENT EVENTS
Redomiciliation
On April 1, 2026, the Company completed the
U.S. Redomiciliation Transaction from Canada to the United States pursuant to a
statutory plan of arrangement (the “Arrangement”). Upon completion of the U.S. Redomiciliation Transaction, the ultimate
parent company of Bitfarms is a new corporation formed under the laws of the State of Delaware that is operating under the name Keel
Infrastructure Corp. (“Keel”). To effect the U.S. Redomiciliation Transaction, each outstanding common
share of Bitfarms was exchanged for
Sale of Paso Pe Bitcoin data center
On April 21, 2026, the Company completed the sale
of Paso Pe Bitcoin data center pursuant to a January 2026 definitive share purchase agreement. The transaction involved the sale of the
Company’s
Purchase Commitment for HPC Data Center Projects
On May 3 2026, the Company entered into a purchase
commitment totaling $
Sale of Argentina Subsidiary
On May 8, 2026, the Company entered into a definitive share purchase agreement for the sale of Backbone Argentina.
The agreement includes the transfer of all
assets and liabilities of Backbone Argentina, which previously operated the Company’s Bitcoin mining data center in Rio
Cuarto, Argentina. The total cash consideration to be received at closing is $
As of March 31, 2026, Backbone Argentina asset group subject to the
proposed sale agreement had a carrying value of $
F-33
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW
1. Introduction
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) for Keel Infrastructure Corp. (together with its subsidiaries, “we”, “our”, the “Company” or “Keel”) should be read in conjunction with our unaudited condensed consolidated financial statements and its accompanying notes for the three months ended March 31, 2026 (the “Q1 2026 Financial Statements”) included elsewhere in this Quarterly Report on Form 10-Q (referred to herein as this “Quarterly Report”) and with our audited annual consolidated financial statements and its accompanying notes for the year ended December 31, 2025 (the “2025 Annual Financial Statements”) included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”). This discussion contains forward-looking statements that involve risks and uncertainties. Our actual business, financial condition, and results of operations could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly under “Item 1A. Risk Factors” of Part II. See also “Cautionary Statement Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future.
Our Financial Statements and this MD&A are reported in thousands of U.S. dollars and U.S. dollars, respectively, except where otherwise noted.
In this MD&A, the following terms shall have the following definitions:
| Term | Definition | |
| Q1 2026 | Three months ended March 31, 2026 | |
| Q1 2025 | Three months ended March 31, 2025 |
2. Company Overview
We are a North American digital and energy infrastructure company that develops data centers and energy infrastructure to lease for HPC and AI workloads. We have a portfolio of Infrastructure Assets, which represents a 2.2 GW power capacity pipeline, that includes owned and operated power generation facilities with collocated Bitcoin Mining data centers, established grid interconnections within the wholesale electricity market administered by PJM Interconnection in Pennsylvania, and approximately 100% renewable hydroelectric energy provided by Hydro-Québec in Québec, Canada and by Grant County Public Utility District in Washington State, United States. We are developing our Infrastructure Assets to enable HPC data center operations, with the intention of leasing capacity to hyperscalers, cloud service providers, AI companies, and enterprises under long-term contracts, and expect to continue such development in the coming years.
We maintain our legacy Bitcoin Mining operations to maximize the value of those assets. These Bitcoin Mining operations primarily comprise selling computational power that performs hashing calculations for the purpose of cryptocurrency mining in the United States, Canada and Paraguay, with operations in Paraguay concluding following the sale of our final site there on April 21, 2026. Refer to Note 8 and 21 of the Q1 2026 Financial Statements for disclosures related to discontinued operations in Paraguay and Argentina.
2
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
3. Factors Affecting our Performance
Ability to Secure Low-Cost Electricity
HPC and Bitcoin Mining data centers consume large amounts of energy, primarily as a result of the computation and cooling aspects of our operations. Additional energy can represent a significant portion of total operating expenses for energy-intensive compute operations like HPC and Bitcoin Mining. Given the recent and potential future growth in energy demand, largely due to global data center development and broader electrification initiatives, we believe that access to reliable, low-cost energy will become increasingly important for both HPC data centers and Bitcoin Mining operations.
Certain governments and regulators are increasingly focused on the energy and environmental impact of data centers used for HPC and Bitcoin Mining. This has led, and could lead, to new governmental measures regulating, restricting or prohibiting the use of electricity for Bitcoin Mining and HPC, or could result in increased power costs for these types of operations.
We currently maintain a portfolio of competitively priced electrical power. However, there is no guarantee that we will be able to negotiate additional power agreements on similar terms, or at all. The price we pay for electricity depends on numerous factors including sources of generation, regulatory environment, electricity market structure, commodity prices, transmission cost allocation, instantaneous supply/demand balances, counterparty consumption and procurement methods. These factors may be subject to change over time and result in increased power costs. In addition, developments in the United States, including actions by the current U.S. administration, signal a policy shift away from supporting renewable energy which could result in fewer such projects being constructed and lead to increases in electricity prices as demand increases. There have also been legislative proposals and other legal developments targeting renewable energy and large electrical loads in certain states. Any reductions or modifications to, or the elimination of laws, programs or incentives that provide electricity to Bitcoin Mining or HPC operations, support renewable energy, or result in the implementation of more arduous requirements for renewable energy projects, could potentially limit the availability of, and increase the costs we incur for, electricity in the United States and Canada.
Competitive Environment
We expect increasing global adoption of HPC and AI use cases as existing industries incorporate AI and other compute-intensive processes and as new industries emerge. We anticipate that the use of AI will expand to a broader set of enterprises that will utilize AI to drive internal efficiencies and implement AI into their products and services. As more non-AI-native organizations across a broader spectrum of industries run training and inference workloads on their own proprietary models, and as new industries with additional HPC and AI workload demands emerge, we believe we will be well-positioned to capture those workloads at our facilities given our utility relationships and power procurement capabilities, our behind-the meter power generation experience, and our experience with grid-management and flexible load operations, among other factors. Successful acquisitions of new customers will depend on our ability to provide sufficient, cost-competitive high-uptime supply for HPC and AI compute demands, demand from end-users of AI-enabled products and services, demand from end-users for HPC workloads, our overall pricing relative to competition, and the location and efficiency of our HPC data centers. If AI and other compute-intensive use cases are not broadly adopted by enterprises to the extent we expect, or if new use cases do not emerge, our market opportunity may be smaller than we expect.
3
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
3. Factors Affecting our Performance (Continued)
Competitive Environment (Continued)
We compete with a variety of Bitcoin Mining companies globally, including individual hobbyists, Mining Pools and public and private companies. We also compete with HPC data center operators, which include large and well-funded companies. We believe that, even if the price of Bitcoin decreases, the Bitcoin Mining market will continue to draw new Mining companies, potentially increasing the scale and sophistication of competition in the Bitcoin Mining industry, which could result in an increase to the global hashrate, leading to a reduction in the percentage share of the fixed Bitcoin network rewards that Bitcoin Mining companies, including Keel, would earn. We believe that the digital infrastructure sector will continue to draw companies with significant resources to dedicate to growing their HPC data center business as well as expertise in the industry, which could make it more difficult for us to be competitive, including in attracting and retaining customers.
Expansion into HPC Data Center Development and Operations
A key factor affecting our performance is our ability to expand into HPC data center development and operation. We are leveraging our existing development and operational expertise to develop HPC data centers that support specialized workloads for enterprise and hyperscale customers and other next-generation, energy-intensive use cases. Success in this area depends on various factors, including our ability to secure and retain customers, manage capital efficiently, develop future sites, and compete effectively in emerging technology markets. While this expansion may increase operating and capital costs and expose us to execution and market risks, management believes our experience in power origination, development, and management in large-scale digital infrastructure development position us to capture long-term growth opportunities in the evolving data center landscape.
Market Value of Bitcoin
We primarily derive our revenues from Bitcoin Mining. We earn Bitcoin in exchange for computational power used for hashing calculations that we sell to Mining Pool operators. We currently liquidate Bitcoin earned into fiat currencies such as U.S. dollars or Canadian dollars as needed. Because the compensation received for computational power used for hashing calculations is paid in Bitcoin, our operating and financial results are tied to fluctuations in the value of Bitcoin. In addition, positive or negative changes in the global hashrate impact Mining difficulty and therefore the quantity of Bitcoin earned from our computational power used for hashing calculations, and as a result, materially affect our revenue and margins.
In a declining Bitcoin price environment, the Bitcoin Mining protocol may provide natural downside protection for low-cost Bitcoin Miners through an adjustment to the number of Bitcoin Mined. For example, when the Bitcoin price falls, the ability for higher cost Mining companies to pay their operating costs may be impacted, which in turn may lead to higher cost Mining companies switching off their operations (for example, if their marginal cost of power makes it unprofitable to continue Mining, they may exit the network). As a result, in such circumstances the global hashrate may fall, and remaining low-cost Mining companies may benefit from an increased percentage share of the fixed Bitcoin network rewards. Conversely, in a rising Bitcoin price environment, additional Mining-related equipment may be deployed by Mining companies, leading to increased global hashrate in the overall network.
4
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
I. OVERVIEW (Continued)
3. Factors Affecting our Performance (Continued)
Market Value Bitcoin (Continued)
While the total supply of Bitcoin is capped at 21 million, the price of Bitcoin fluctuates because of the dynamic nature of the market for Bitcoin. The market for Bitcoin is rapidly changing and subject to global regulatory, tax, political, environmental, cybersecurity, and market factors beyond our control. For a discussion of other factors that could lead to material adverse changes in the market value of Bitcoin, which could in turn result in substantial damage to or even the failure of our Bitcoin business, see “Item 1A. Risk Factors—Risks Related to Our Business and Operations” in our Annual Report.
Furthermore, the rewards for each Bitcoin mined are subject to “halving” adjustments at predetermined intervals. At the inception of Bitcoin, the reward for Mining each block was set at 50 Bitcoin and this was cut in half to 25 Bitcoin on November 28, 2012 at block 210,000, cut in half to 12.5 Bitcoin on July 9, 2016 at block 420,000, cut in half to 6.25 Bitcoin on May 11, 2020 at block 630,000, and cut in half again to 3.125 Bitcoin on April 19, 2024 at block 840,000. The next two halving events for Bitcoin are expected to take place in 2028 at block 1,050,000 (when the reward will reduce to 1.5625 Bitcoin), and in 2032 at block 1,260,000 (when the reward will reduce to 0.78125 Bitcoin).
Efficiency of Miners and Ability to Procure Data Center Equipment
As global Mining capacity increases, we would need to correspondingly increase our total hashrate capacity in order to maintain our proportionate share of Bitcoin network rewards to maintain the same amount of Bitcoin Mining revenue. Our Bitcoin Mining operations currently utilize the Bitmain S21 XP Miners, S21 Pro Miners, S21 Miners and T21 Miners. To remain cost competitive compared to other Mining industry participants, in addition to targeting cost effective sources of energy and operating efficient data center infrastructure, we would need to maintain an energy efficient Mining fleet, which would require capital outlays to purchase new Miners in order to make periodic upgrades to our existing Mining fleet.
As we plan to operate our facilities to support HPC and AI uses, our future performance and success will depend in part on our ability to procure latest-generation electrical, cooling, networking, and other equipment required to operate HPC data centers.
From time-to-time, disruption in global supply chains may result in shortages of advanced Mining-related equipment and HPC and AI infrastructure components that meet our standards of quality and efficiency.
5
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS
1. Production and Mining Operations1
Key Performance Indicators for HPC Data Center Projects
The following table presents our key performance indicators as of March 31, 2026 and 2025:
| As of March 31, | ||||||||||||
| 2026 | 2025 | % Change | ||||||||||
| Current Energized Capacity (MW) | 341 | 323 | 6 | % | ||||||||
| Secured Growth Capacity (MW) | 430 | 70 | 514 | % | ||||||||
| Secured Gross Data Center Capacity (MW)* | 648 | 393 | 65 | % | ||||||||
| Identified Additional Gross Data Center Capacity (MW) | 1,513 | — | 100 | % | ||||||||
| Total Pipeline (MW) | 2,161 | 393 | 450 | % | ||||||||
| * | The current energized capacity at the Panther Creek and Scrubgrass site of 60 MW and 63 MW, respectively, are not under an energy service agreement. The capacity is therefore excluded from Secured Gross Data Center Capacity. |
Current Energized Capacity
Current Energized Capacity represents the gross power capacity provided by utilities being used at our U.S. Sites and Québec Sites.
Secured Growth Capacity
Secured Growth Capacity represents gross power capacity that is not currently available on site but for which we have executed an electric supply agreement with a utility, whereby the utility agrees to provide that power capacity at a specified future date.
Secured Gross Data Center Capacity
Secured Gross Data Center Capacity represents the total amount of gross power capacity that is subject to electric supply agreements with utilities, including both power capacity currently available on site and power capacity that utilities have agreed to deliver at a future date.
Identified Additional Gross Data Center Capacity
Gross power capacity that has not been contracted under an electric supply agreement but is currently being evaluated at the U.S. Sites and Quebec Sites. This includes capacity that is currently under utility load studies as well as potential on-site, behind-the-meter natural gas power generation at Scrubgrass.
Total Pipeline
Total Pipeline represents the sum of Secured Gross Data Center Capacity and Identified Additional Gross Capacity. This measure encompasses both committed capacity and early-stage opportunities under evaluation. Management monitors the total pipeline to understand the full spectrum of current and potential future growth and to prioritize development efforts aligned with strategic objectives.
| 1 | Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, which met the criteria to be classified as held for sale as we make a strategic shift towards HPC data center projects in North America. |
II. RESULTS OF OPERATIONS (Continued)
1. Production and Mining Operations1 (Continued)
Key Performance Indicators for Legacy Mining Operations
In addition to our financial results and U.S. GAAP financial measures, we use certain key performance indicators to evaluate our business, identify trends, and make strategic decisions.
The following table presents our key performance indicators for the three months ended March 31, 2026 and 2025:
| Three months ended March 31, | ||||||||||||
| 2026 | 2025 | 2026 v. 2025 | ||||||||||
| % Change | ||||||||||||
| Total Bitcoin earned through Bitcoin Mining | 388 | 492 | (21 | )% | ||||||||
| Bitcoin received through hosting revenue1 | 7 | 6 | 17 | % | ||||||||
| Cost per kWh | $ | 0.058 | $ | 0.047 | 24 | % | ||||||
| Average Watts/Average TH efficiency* | 18 | 18 | — | % | ||||||||
| Installed Watts/TH efficiency | 18 | 19 | (2 | )% | ||||||||
| * | Average Watts represents the average energy consumption of deployed Miners |
Total Bitcoin earned
Total Bitcoin earned represents the aggregate number of Bitcoin received in exchange from its computational power used for hashing calculations during the period. This metric is a key indicator of our operational performance and Mining productivity, as it reflects uptime, fleet efficiency, network difficulty, and deployed hashrate.
During Q1 2026, we earned 388 Bitcoin, compared to 492 Bitcoin earned during Q1 2025, representing a decrease of 21% from the prior period as a result of a 27% higher average Network Difficulty, partially offset by an increase in hashrate from our expansions and upgrades to our Miner fleet with higher efficiency Miners.
Cost per kWh
Cost per kWh represents the average electricity price incurred to power our Mining operations. This metric allows users to assess our operational energy efficiency. Power cost is a key driver of Mining profitability.
During Q1 2026 the cost per kWh was $0.058 compared to $0.047 in Q1 2025. The 24% increase is mainly due to higher cost in the United States due to higher generation costs and the acquisition of Stronghold, late in the first quarter of 2025.
| 1 | Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, which met the criteria to be classified as held for sale as we make a strategic shift towards HPC data center projects in North America. |
6
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
1. Production and Mining Operations1 (Continued)
Key Performance Indicators for Legacy Mining Operations (Continued)
Average Watts/Average TH
Average watts/Average TH measures the energy efficiency of our active Mining fleet by calculating the average power consumption in watts required to generate one TH per second of computational capacity. Lower Watts/TH indicates greater fleet efficiency, which directly impacts operating costs and Mining margins.
Ending energy efficiency remained stable at 18 Watts/TH as of March 31, 2026, compared to March 31, 2025. This stability was supported by the average efficiency also holding constant at 18 average Watts/TH across both periods.
| 1 | Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, which met the criteria to be classified as held for sale as we make a strategic shift towards HPC data center projects in North America. |
8
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance
Consolidated Financial & Operational Results
| Three months ended March 31, | ||||||||||||||||
| (U.S.$ in thousands except where indicated) | 2026 | 2025 | $ Change | % Change | ||||||||||||
| Revenues | 36,992 | 47,651 | (10,659 | ) | (22 | )% | ||||||||||
| Cost of revenues | (63,297 | ) | (47,375 | ) | (15,922 | ) | 34 | % | ||||||||
| Gross (loss) profit | (26,305 | ) | 276 | (26,581 | ) | nm | ||||||||||
| Gross margin | (71 | )% | 1 | % | — | — | ||||||||||
| Operating expenses | ||||||||||||||||
| General and administrative expenses | (26,837 | ) | (17,618 | ) | (9,219 | ) | 52 | % | ||||||||
| Change in fair value of digital assets | (41,449 | ) | (23,033 | ) | (18,416 | ) | 80 | % | ||||||||
| Realized (loss) gain on sale of digital assets | (1,810 | ) | 4,977 | (6,787 | ) | (136 | )% | |||||||||
| (Loss) gain on disposition of property, plant and equipment and deposits | (1 | ) | 557 | (558 | ) | (100 | )% | |||||||||
| Impairment of long-lived assets | (1,986 | ) | — | (1,986 | ) | (100 | )% | |||||||||
| Operating loss | (98,388 | ) | (34,841 | ) | (63,547 | ) | 182 | % | ||||||||
| Operating margin | (266 | )% | (73 | )% | — | — | ||||||||||
| Interest income | 3,723 | 802 | 2,921 | 364 | % | |||||||||||
| Interest expense | (3,600 | ) | (185 | ) | (3,415 | ) | nm | |||||||||
| Loss on derivative assets and liabilities | (1,564 | ) | (3,714 | ) | 2,150 | (58 | )% | |||||||||
| Loss on extinguishment of long-term debt | (21,596 | ) | — | (21,596 | ) | (100 | )% | |||||||||
| Other expenses | (6,152 | ) | (213 | ) | (5,939 | ) | nm | |||||||||
| Total other expenses | (29,189 | ) | (3,310 | ) | (25,879 | ) | 782 | % | ||||||||
| Loss before taxes from continuing operations | (127,577 | ) | (38,151 | ) | (89,426 | ) | 234 | % | ||||||||
| Income tax benefit (expense) | 3 | (222 | ) | 225 | 101 | % | ||||||||||
| Loss from continuing operations | (127,574 | ) | (38,373 | ) | (89,201 | ) | 232 | % | ||||||||
| Loss from discontinued operations (1) | (17,779 | ) | (17,180 | ) | (599 | ) | 3 | % | ||||||||
| Net loss | (145,353 | ) | (55,553 | ) | (89,800 | ) | 162 | % | ||||||||
nm: not meaningful
The financial performance discussed below for continuing operations does not include our Argentina and Paraguay operations.
| 1 | Excluding discontinued operations in Rio Cuarto, Argentina, which have been abandoned due to the halting of the energy supply since May 12, 2025 and economic uncertainty in the region, and in Paso Pe, Paraguay, which met the criteria to be classified as held for sale as we make a strategic shift towards HPC data center projects in North America. |
9
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
A. Revenues from continuing operations
Q1 2026 v. Q1 2025
Revenues were $37.0 million in Q1 2026 compared to $47.7 million in Q1 2025. The decrease of $10.7 million, or 22% is mainly due to a $16.0 million decrease in Bitcoin Mining revenue resulting from the decrease in average Bitcoin price and a higher Network Difficulty. During Q1 2026, we mined 388 Bitcoins with an average Bitcoin price of $75,840, compared to 492 Bitcoins with an average Bitcoin price of $92,138 in Q1 2025. In addition, following the acquisition of Stronghold, late in the first quarter of 2025, we recorded Energy Sales for only 17 days during Q1 2025, compared to 90 days in Q1 2026, resulting in a $5.6 million increase in Energy Sales.
We earned our revenues during Q1 2026 from our North American operations. Canada and the United States accounted for 48% and 52% of total revenues, respectively, compared to 61% and 39% in Q1 2025, respectively.
In Q1 2026, revenues from our operations in Canada decreased by $11.5 million compared to Q1 2025 due to the decrease in average Bitcoin price and the increase in Network Difficulty. Revenues from our operations in the United States increased by $0.8 million compared to Q1 2025 due to the $5.6 million increase in the sale of energy in the United States, partially offset by the factors explained above.
10
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
B. Cost of Revenues from continuing operations
Q1 2026 v. Q1 2025
Our cost of revenues was $63.3 million for Q1 2026, compared to $47.4 million for Q1 2025. The higher cost of revenues was largely due to a $9.2 million, or 50%, increase in non-cash depreciation and amortization expenses as we added new Miners and energy infrastructure in 2025 and electrical infrastructure as well as accelerated depreciation started during the fourth quarter of 2025 as we initiated a strategic transition from Bitcoin Mining operations to HPC; and a $9.6 million, or 223%, increase in infrastructure expenses. Infrastructure expenses increased by $11.0 million in relation to the operating expenses at the Panther Creek and Scrubgrass power plants following the acquisition of Stronghold, towards the end of the first quarter of 2025. The Stronghold infrastructure expenses in Q1 2026 consisted of $3.6 million of labor costs and other employee benefits, $3.9 million of plant maintenance costs and $3.8 million of other operating expenses.
Energy expenses in Q1 2026 increased by $5.1 million, or 32%, largely due to a $6.6 million increase in electricity costs, partially offset by $3.3 million of electricity credits received through the sale of energy. In addition, fuel expenses increased by $1.9 million for the Panther Creek and Scrubgrass power plants following the acquisition of Stronghold, towards the end of Q1 2025, partially offset by renewable energy credits (“RECs”) and waste tax credits (“WTCs”) of $1.1 million and $0.8 million, respectively, in Q1 2026.
The increase was partially offset by a $7.7 million decrease in hosting expense, resulting from our Miners no longer being hosted by Stronghold subsequent to the acquisition in Q1 2025.
C. General & Administrative Expenses from continuing operations
Q1 2026 v. Q1 2025
For Q1 2026, our G&A expenses were $26.8 million, compared to $17.6 million in Q1 2025. The increase in G&A expenses of $9.2 million, or 52%, was largely due to a $6.8 million increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, and sale of Paso Pe Bitcoin data center that was completed on April 21, 2026.
Salaries and wages increased by $3.3 million due to (i) the increase in our overall headcount in Q1 2026 compared to Q1 2025 to support the expansion in the United States as well as merit and market-based adjustments and cost of living salary increases and (ii) the salaries paid to Stronghold employees following the acquisition, towards the end of Q1 2025.
The increase was partially offset by a $1.4 million decrease in stock-based compensation due to no restricted stock units (“RSUs”) granted in Q1 2026 compared to the RSUs granted in Q1 2025 in association with the Stronghold acquisition, with the majority of Q1 2025 RSUs already being fully vested.
11
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
2. Financial Performance (Continued)
D. Total other expenses from continuing operations
Q1 2026 v. Q1 2025
Interest expense was $3.6 million in Q1 2026, compared to $0.2 million for Q1 2025. This increase was primarily attributable to the interest incurred on both the Macquarie credit facility (the “Credit Facility”) and the $588,000 aggregate principal amount of convertible senior notes (the “Convertible Notes”), which were issued in the second and fourth quarters of 2025, respectively. During Q1 2026, the Credit Facility was fully repaid for a total of $117.0 million, including interest, principal and additional base return fees, and was no longer required to have restricted cash. We recorded a total $21.6 million loss related to the termination of the Credit Facility, which included $19.9 million from the extinguishment itself and $1.7 million in transaction costs recorded in long-term deposits and other related fees. These amounts are presented within Loss on extinguishment of long-term debt in the Q1 2026 Financial Statements.
Interest income was $3.7 million for Q1 2026, compared to $0.8 million for Q1 2025. The increase was due to our higher average cash balance during Q1 2026 compared to Q1 2025.
Our other expenses were $6.2 million in Q1 2026, compared to $0.2 million in Q1 2025. The $5.9 million unfavorable change was largely due to (i) the $4.2 million provision for receivables relating to our receivable position of Bitcoin options and selling contracts held in BlockFills, which filed for bankruptcy during Q1 2026; and (ii) a $1.6 million unfavorable change in amortization of transaction costs and debt discount related to the Credit Facility and the Convertible Notes.
E. Discontinued Operations
In 2025, we began a significant transformation in our corporate strategy, pivoting away from our Latin American Bitcoin Mining operations to concentrate on the North America HPC infrastructure market. As a result of these strategic decisions, we classified certain of our Latin American assets as “held for sale” and their operations as discontinued operations.
i. Argentina’s operations as discontinued operations
During the second quarter of 2025, our energy supplier halted the supply of electricity to our Rio Cuarto, Argentina Bitcoin data center. Following this event, on August 11, 2025, we determined that we would discontinue and abandon our operations in Rio Cuarto, Argentina. We negotiated to eliminate our asset retirement obligation and reduced the reserved power to a minimum. As of September 30, 2025, our Argentina operations were abandoned and classified as a discontinued operation.
Sale of Argentina Subsidiary
On May 8, 2026, the Company entered into a definitive share purchase agreement for the sale of Backbone Argentina.
The agreement includes the transfer of all assets and liabilities of Backbone Argentina, which previously operated the Company’s Bitcoin mining data center in Rio Cuarto, Argentina. The total cash consideration to be received at closing is $0.4 million. Closing remains subject to the satisfaction of conditions precedent and is expected during the second quarter of 2026.
12
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
E. Discontinued Operations (Continued)
i. Argentina’s operations as discontinued operations (Continued)
Sale of Argentina Subsidiary (Continued)
As of March 31, 2026, Backbone Argentina asset group subject to the proposed sale agreement had a carrying value of $1.7 million in total assets (excluding cash) and $2.0 million in total liabilities recorded on the Company’s consolidated balance sheet. The impact of this transaction will be determined and recognized in the Company’s consolidated financial statements for the quarter ending June 30, 2026.
2. Financial Performance (Continued)
ii. Paraguay’s operations as discontinued operations and assets held for sale
During the first quarter of 2025, we finalized the sale of our Yguazu Bitcoin data center in Paraguay. During the third quarter of 2025, we determined that the Paso Pe Bitcoin data center met the criteria to be classified as held for sale, and all operations in Paraguay were classified as discontinued operations as we make a strategic shift towards HPC infrastructure projects in North America. The sale of the Paso Pe Bitcoin data center operations is anticipated to close within twelve months of the date the Bitcoin data center was classified as “held for sale”.
Refer to Note 8 - Assets Held for Sale and Discontinued Operations to the Q1 2026 Financial Statements for more information on the results of Argentina’s and Paraguay’s operations and the impairment loss of our Paraguay and Argentina asset groups.
During the three months ended March 31, 2026, discontinued operations in Paraguay resulted in a net loss of $13.5 million, which is largely explained by an impairment loss of $12.8 million related to the Paraguay asset group, reflecting the write-down to fair value less costs to sell during Q1 2026.
On April 21, 2026, the Company completed the sale of Paso Pe Bitcoin data center pursuant to a January 2026 definitive share purchase agreement. The transaction involved the sale of the Company’s 100% ownership stake in the Company’s subsidiary, D&N Ingeniería S.A. The total agreed purchase price is approximately $13.0 million, which was fully received as of April 21, 2026.
F. Change in fair value of digital assets
Q1 2026 v. Q1 2025
In Q1 2026, a $41.4 million loss on the change in fair value of digital assets was recognized, compared to $23.0 million in Q1 2025, primarily due to a further decline in Bitcoin prices.
G. Realized gain (loss) on sale of digital assets from continuing operations
Q1 2026 v. Q1 2025
In Q1 2026, the realized loss on disposition of digital assets amounted to $1.8 million, compared to a $5.0 million gain for Q1 2025 as a result of a lower Bitcoin average selling price, partially offset by a lower quantity of Bitcoin sold.
13
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
3. Selected Quarterly Information from Continuing Operations1
Set forth below is unaudited supplemental quarterly financial information that reflects material retrospective adjustments to our consolidated statements of operations as a result of the transition to U.S. GAAP and is intended to assist investors in evaluating our results of operations on a consistent basis across periods. This data should be read in conjunction with our unaudited condensed consolidated financial statements and audited consolidated financial statements and related notes for the relevant period. These quarterly operating results are not necessarily indicative of our operating results for a full year or any future periods.
| (U.S. $ in thousands except earnings per share) | Q1 2026 | Q4 2025 | Q3 2025 | Q2 2025 | Q1 2025 | Q4 2024 | Q3 2024 | Q2 2024 | ||||||||||||||||||||||||
| Revenues | 36,992 | 52,748 | 67,969 | 60,908 | 47,651 | 37,752 | 27,072 | 31,425 | ||||||||||||||||||||||||
| (Loss) income from continuing operations, net | (127,574 | ) | (171,210 | ) | (12,127 | ) | 13,196 | (38,373 | ) | 41,561 | (26,412 | ) | (21,541 | ) | ||||||||||||||||||
| Basic (loss) earnings per share from continuing operations | (0.21 | ) | (0.31 | ) | (0.02 | ) | 0.02 | (0.08 | ) | 0.09 | (0.06 | ) | (0.05 | ) | ||||||||||||||||||
| Diluted (loss) earnings per share from continuing operations | (0.21 | ) | (0.31 | ) | (0.02 | ) | 0.02 | (0.08 | ) | 0.09 | (0.06 | ) | (0.05 | ) | ||||||||||||||||||
Although the Bitcoin Mining industry experiences volatility, Bitcoin prices are not generally subject to seasonality or seasonal effects. Seasonal fluctuations in energy supply, however, may impact our operations. We had operations in Québec, Canada, where power was sourced from Hydro-Québec, Hydro-Magog, Hydro-Sherbrooke and the City of Baie-Comeau. We also had operations in Washington State, United States, that were powered by the Grant County Power Utility District, as well as operations in Pennsylvania, United States, that were powered by Stronghold and the PJM Interconnection Merchant Market. Among other phenomena, changing weather in Québec (Canada), Washington State and Pennsylvania (United States) may impact seasonal electricity needs and costs. Periods of extreme cold or extreme hot weather may contribute to service interruptions in Bitcoin Mining operations. Changes to supply and/or demand of electricity may result in curtailment of electricity to our Bitcoin Mining operations.
| 1 | This data excludes the discontinued operations in Río Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider GMSA, halted the supply of electricity to the Company’s Rio Cuarto Bitcoin data center with energized capacity of 58 MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, as of September 30, 2025, the Paso Pe BTC data center met the criteria to be classified as “held for sale”, and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC data center projects in North America. |
14
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios
Non-GAAP financial measures from continuing operations1
In addition to our results determined in accordance with U.S. GAAP, we utilize a number of non-GAAP financial measures and ratios in assessing operating performance, including “EBITDA”, “EBITDA margin”, “Adjusted EBITDA” and “Adjusted EBITDA margin”. Non-GAAP measures and ratios may exclude the impact of certain items and are used internally when analyzing operating performance. The definitions of the non-GAAP measures referenced herein, and the reasons the Board and Management use such non-GAAP measures, are set forth below.
These measures are provided as additional information to supplement U.S. GAAP measures by providing further understanding of our results of operations from Management’s perspective. Accordingly, they should not be considered in isolation nor as a substitute for analysis of our financial information reported under U.S. GAAP. Furthermore, because our calculation of these non-GAAP financial measures may differ from other companies, our presentation of these measures may not be comparable to similarly-titled measures of other companies.
The definitions and the data in the non-GAAP section exclude the discontinued operations in Rio Cuarto, Argentina and in Paraguay.
| 1 | This data excludes the discontinued operations in Río Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider GMSA, halted the supply of electricity to the Company’s Rio Cuarto Bitcoin data center with energized capacity of 58 MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, as of September 30, 2025, the Paso Pe BTC data center met the criteria to be classified as “held for sale”, and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC data center projects in North America. |
15
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios (Continued)
A. Reconciliation of Consolidated Net (loss) income from continuing operations to EBITDA and Adjusted EBITDA from Continuing Operations
EBITDA is defined as net income (loss) from continuing operations adjusted to exclude: (i) interest expense; (ii) interest income; (iii) income tax expense; and (iv) depreciation and amortization. EBITDA Margin is defined as the percentage obtained when dividing EBITDA by Revenues. EBITDA and EBITDA Margin are used to:
| ● | Assess profitability before the impact of different financing methods, income taxes, depreciation of capital assets and amortization of intangible assets; |
| ● | Provide the users of the MD&A with additional information to assist them in understanding components of our financial results, including a more complete understanding of factors and trends affecting our performance; and |
| ● | Facilitate comparisons of cash operating performance excluding the impact of charges and credits associated with financing our operations and growth from period to period and to assist Management in preparing annual operating budgets and forecasts. |
Adjusted EBITDA is defined as EBITDA adjusted to exclude: (i) stock-based compensation; (ii) realized gain and loss on disposition of digital assets; (iii) change in fair value of digital assets; (iv) impairment of long-lived assets; (v) gain on settlement of Refundable Hosting Deposits, disposition of marketable securities, gains or losses on derivative assets and liabilities ; (vi) loss on currency exchange; (vii) other expense (income); and (viii) other non-recurring items that do not reflect our core performance. Adjusted EBITDA Margin is defined as the percentage obtained when dividing Adjusted EBITDA by Revenues. Adjusted EBITDA and Adjusted EBITDA Margin are used to:
| ● | Assess profitability before the impact of all of the items in calculating EBITDA in addition to certain other non-cash expenses; |
| ● | Provide the users of the MD&A a consistent comparable metric for profitability of our core operations across time periods; and |
| ● | Facilitate comparisons of operating performance from period to period and to assist Management in preparing annual operating budgets and forecasts. |
16
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
II. RESULTS OF OPERATIONS (Continued)
4. Non-GAAP and Other Financial Measures and Ratios (Continued)
A. Reconciliation of Consolidated Net (loss) income from continuing operations to EBITDA and Adjusted EBITDA from Continuing Operations (Continued)
| Three months ended March 31, | ||||||||||||||||
| (U.S.$ in thousands except where indicated) | 2026 | 2025 | $ Change | % Change | ||||||||||||
| Revenues | 36,992 | 47,651 | (10,659 | ) | (22 | )% | ||||||||||
| Loss before taxes from continuing operations | (127,577 | ) | (38,151 | ) | (89,426 | ) | 234 | % | ||||||||
| Interest income | (3,723 | ) | (802 | ) | (2,921 | ) | 364 | % | ||||||||
| Interest expense | 3,600 | 185 | 3,415 | nm | ||||||||||||
| Depreciation and amortization | 27,694 | 18,448 | 9,246 | 50 | % | |||||||||||
| EBITDA | (100,006 | ) | (20,320 | ) | (79,686 | ) | 392 | % | ||||||||
| EBITDA margin | (270 | )% | (43 | )% | ||||||||||||
| Stock-based compensation | 2,706 | 4,126 | (1,420 | ) | (34 | )% | ||||||||||
| Realized loss (gain) on disposition of digital assets | 1,810 | (4,977 | ) | 6,787 | nm | |||||||||||
| Change in fair value of digital assets | 41,449 | 23,033 | 18,416 | 80 | % | |||||||||||
| Impairment of long-lived assets | 1,986 | — | 1,986 | 100 | % | |||||||||||
| Loss on derivative assets and liabilities | 1,564 | 3,714 | (2,150 | ) | (58 | )% | ||||||||||
| Loss on extinguishment of long-term debt | 21,596 | — | 21,596 | 100 | % | |||||||||||
| Costs not associated with ongoing operations (1) | 6,032 | 1,671 | 4,361 | 261 | % | |||||||||||
| Other expense (income) (2) | 6,153 | (344 | ) | 6,497 | nm | |||||||||||
| Adjusted EBITDA | (16,710 | ) | 6,903 | (23,613 | ) | (342 | )% | |||||||||
| Adjusted EBITDA margin | (45 | )% | 14 | % | ||||||||||||
nm: not meaningful
| 1 | Costs not associated with ongoing operations for Q1 2026 includes $5.0 million of professional fees related to the U.S. redomiciliation and $1.0 million related to the U.S. GAAP conversion. Costs not associated with ongoing operations for Q1 2025 include $1.6 million of professional fees related to the acquisition of Stronghold and $0.1 million related to the sale of the Yguazu Bitcoin Data Center. |
| 2 | Other expense for Q1 2026 includes $6.2 million of other financial expense included in Other expenses (income) of the Statement of Operations, of which $4.2 million is related to the provision for receivables, $1.6 million related to the amortization of the credit facility transaction costs and the $0.2 million loss on exchange rates. Other income for Q1 2025 includes a $0.6 million gain on disposal of PPE, a $0.1 million loss on exchange rates and $0.1 million of other financial expense included in Other expenses (income) of the Statement of Operations. |
17
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES
1. Overview
As discussed below, our current financing strategy involves (a) strategically selling the Bitcoin we earn and the Bitcoin we hold in treasury and (b) utilizing short-term debt, long-term debt and equity instruments to fund our expansion activities, operating expenses and debt service requirements. We may require additional funds to complete our 2026 growth plans as the cash flows generated from Mining activities are expected to decrease as sites are transitioned to HPC Data Centers.
2. Cash Flows
The following discussion on cash flows include the discontinued operations in Rio Cuarto, Argentina and in Paraguay. On May 12, 2025, our energy provider Generación Mediterránea S.A (“GMSA”), halted the supply of electricity to our Rio Cuarto Bitcoin data center with energized capacity of 58 MW. On August 11, 2025, three months after being informed that electricity supply was being halted and with no path forward to resume operations in the future, the decision was made to shut down the plant, which was abandoned by September 30, 2025. Additionally, as of September 30, 2025, the Paso Pe Bitcoin data center met the criteria to be classified as “held for sale”, and all operations in Paraguay were designated as discontinued operations as we make a strategic shift towards HPC infrastructure in North America. Subsequently, on April 21, 2026, we sold the Paso Pe Bitcoin data center.
Cash Flows used in Operating Activities
Q1 2026 v. Q1 2025
Cash flows used in operating activities increased by $45.8 million during Q1 2026 compared to Q1 2025. Our operating cash flows are negative as the proceeds from the Bitcoin sold from our Mining operations are classified within investing activities.
The increase in cash flows used in operating activities is driven by higher cash G&A expenses from continuing operations of $10.6 million. We incurred higher cash energy costs of $5.1 million from continuing operations during Q1 2025 due to higher electricity costs, and higher infrastructure expenses from continuing operations of $9.6 million in relation to the operating expenses at the Panther Creek and Scrubgrass power plants. In addition, during Q1 2026, we paid interest expense of $3.6 million, mainly attributable to the complete settlement of both interest and principal on the Credit Facility, compared to interest expense paid of $0.6 million during Q1 2025. Our working capital decreased by $37.6 million as explained in the Working Capital Section of this MD&A.
The increase was partially offset by net proceeds of $8.6 million received from the disposition of RECs and WTCs in Q1 2026, compared to nil in Q1 2025.
18
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
2. Cash Flows (Continued)
Cash Flows used in Investing Activities
Q1 2026 v. Q1 2025
Cash flows used in investing activities increased by $29.2 million in Q1 2026 compared to Q1 2025.
The increase in cash flows used in investing activities is driven primarily by (i) lower proceeds earned from the sale of digital assets of $32.9 million as a result of lower Bitcoin prices when selling 64 Bitcoin in Q1 2026 compared to higher Bitcoin prices when selling 428 Bitcoin in Q1 2025, (ii) higher equipment and construction prepayments for the HPC infrastructure projects of $47.4 million in Q1 2026, compared to Q1 2025, mainly driven by our focus on HPC development activities, and (iii) the benefit from $32.0 million in proceeds from the sale of the Yguazu Bitcoin data center during Q1 2025.
The increase was partially offset by the net addition of $8.8 million of PPE during Q1 2026, compared to $41.2 million for Q1 2025, as last year’s focus was investing in the acquisition of Miners and infrastructure build-out. Additionally, the acquisition of Stronghold included a $48.1 million cash payment in Q1 2025. The net cash flow impact from derivative assets and liabilities improved to $3.0 million, with net proceeds of $1.4 million received in Q1 2026, compared to net payments of $1.6 million made in Q1 2025.
Cash flows used in financing activities
Cash flows used in financing activities increased by $136.7 million from $23.6 million of cash generated for Q1 2025 to cash used of $113.1 million for Q1 2026.
Q1 2026
The cash used of $113.1 million for Q1 2026 is mainly due to the repayment of the Credit Facility.
Macquarie Loan
In April 2025, we signed the Credit Facility for up to $300.0 million with Macquarie. In October 2025, we converted the entirety of the Credit Facility into a $300.0 million project debt facility for the development of the Panther Creek property and secured at the project level with a parent company guarantee. During the year ended December 31, 2025, we drew the initial tranche of $50.0 million and the second tranche of $50.0 million for a total of $100.0 million drawn. In February 2026, the Credit Facility was fully repaid, for a total of $117.0 million, including interest, principal and additional base return fees.
19
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
2. Cash Flows (Continued)
Cash flows used in financing activities
Q1 2025
We raised $23.6 million of net proceeds from our 2024 ATM Program as discussed below.
At-The-Market Equity Offering Program
We commenced the 2024 ATM Program on March 11, 2024, by means of a prospectus supplement dated March 8, 2024 (“March Supplement”), to our short form base shelf prospectus dated November 10, 2023 (“Base Shelf”), and U.S. registration statement on Form F-10, which included a prospectus supplement related to the 2024 ATM Program.
We filed amended and restated prospectus supplements dated October 4, 2024, and December 17, 2024, providing disclosure regarding the Stronghold Transaction and amending and restating the March Supplement, to our existing $375.0 million Base Shelf, with both the Base Shelf and amended and restated prospectus supplement forming a part of our registration statement on Form F-10.
On October 7, 2025, the 2024 ATM Program was completed, as we issued a total of 165,091,099 common shares in exchange for gross proceeds of $375.0 million, receiving net proceeds of $363.2 million since the inception of the 2024 ATM Program.
3. Capital Resources
Our capital management objective is to provide financial resources that will enable us to maximize the return to our shareholders while optimizing our cost of capital and ensuring we have sufficient liquidity to fund our operating and growth activities. In order to achieve this objective, we monitor our capital structure and make adjustments as required in light of our funding requirements, changes in economic conditions, the cost of providing and the availability of financing, and the risks to which we are exposed. Our financing strategy is to maintain a flexible capital structure that optimizes the cost of capital at an acceptable level of risk, to preserve our ability to meet financial obligations as they come due, and to ensure we have sufficient financial resources to fund our organic and acquisitive growth.
Based on our current plans and business conditions, we believe that our existing cash and Bitcoin, together with cash generated from operations and our future investing and financing activities, will be sufficient to satisfy our anticipated cash requirements for the next 12 months and beyond. Our expansion into HPC/AI infrastructure development is expected to increase capital intensity and shift the timing of cash inflows relative to capital outlays.
20
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
3. Capital Resources (Continued)
In October 2025, we drew an additional $50.0 million from the Macquarie Credit Facility, bringing the total drawn to $100.0 million and completed an offering of $588.0 million aggregate principal amount of convertible senior notes which included an over allotment option by the initial purchasers to purchase $88.0 million aggregate amount of convertible senior notes. Net proceeds were approximately $569.1 million after transaction fees and approximately $69.1 million was used to fund a 125% capped call transaction. In February 2026, the Macquarie Credit Facility was fully repaid and the restricted cash balance of $57.5 million as of December 31, 2025 was no longer restricted.
On July 22, 2025, we announced that the TSX had approved a normal course issuer bid (“NCIB”), under which we may repurchase up to 49,943,031 of our common shares, representing approximately 10% of our public float as of July 14, 2025. Purchases under the NCIB commenced on July 28, 2025. All common shares purchased on the TSX or Nasdaq under the NCIB were cancelled. Following the U.S. Redomiciliation Transaction, Keel is continuing the NCIB under the same terms.
Developing and constructing data centers requires substantial up-front capital expenditures for land, substations, interconnection and specialized cooling systems, which may temporarily reduce liquidity. Although we expect to fund a portion of these expenditures through the strategic use of cash available, we may also supplement this source with external financing depending on market conditions and project timing.
We are likely to require additional capital to respond to technological advancements, competitive dynamics or technologies, business opportunities, challenges, acquisitions or unforeseen circumstances and, in either the short-term or long-term, may determine to engage in equity or debt financings. If we are unable to obtain adequate financing or financing on terms satisfactory to us when we require it, our ability to continue to grow or support our business and to respond to business challenges could be significantly limited. In particular, the ongoing impacts of inflation and fluctuations in interest rates, global conflicts and other macroeconomic factors, including the imposition and enforceability of tariffs or other changes in trade policies and related uncertainties, have resulted in, and may continue to result in, significant disruption and volatility in the global financial markets, reducing our ability to access capital. If we are unable to raise additional funds when or on the terms desired, our business, financial condition and results of operations could be adversely affected.
21
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
3. Capital Resources (Continued)
Digital Asset Management Program
We operate a digital asset management program under which we hold Bitcoin for its intrinsic value and as a source of liquidity. We maintain internal controls over the management of our digital assets and evaluate and enhance these controls as appropriate, on a quarterly basis.
Under this program, Management is authorized to sell Bitcoin from treasury at its discretion.
The following table presents the total Bitcoin sold and proceeds in Q1 2026, which was used to fund operations and expansion plans:
| Three months ended | ||||
| (U.S. $ in thousands except where indicated) | March 31, 2026 | |||
| Quantity of Bitcoin sold | 64 | |||
| Total proceeds | 4,373 | |||
The sale of Bitcoin as described above, while we continued to earn Bitcoin, resulted in total holdings of 2,469 BTC as of March 31, 2026, valued at approximately $168.5 million based on a Bitcoin price of approximately $68,200, as of March 31, 2026.
Bitcoin 2.1 program for digital assets management
During the third quarter of 2025, we implemented a new program, Bitcoin 2.1. Bitcoin 2.1 is a multi-strategy program that primarily sells both short and long dated out of the money calls on the Bitcoin in treasury and future Bitcoin production in order to offset Bitcoin production costs and potentially achieve higher revenues per Bitcoin sold. Bitcoin 2.1 is designed as a low-cost and low-risk funding mechanism for energy infrastructure investments and has no objective around Bitcoin accumulation. The Board authorized the risk management committee to deploy up to (i) 100% of our Bitcoin in treasury, plus (ii) three months of expected forward production calculated on a rolling basis, plus (iii) $10.0 million under Bitcoin 2.1 to be actively managed and participate in volatility-targeting strategies.
On March 16, 2026, Reliz Ltd., the operating entity of BlockFills, a Chicago-based cryptocurrency brokerage, trading platform, and liquidity provider, filed voluntary petitions for relief under Chapter 11 restructuring proceedings of the United States Bankruptcy Code. Prior to March 16, 2026, in connection with our Bitcoin option and selling contracts, we settled all outstanding contracts with BlockFills. During the three months ended March 31, 2026, we recognized a net gain of $1.9 million to close all positions and a credit loss expense for the $4.2 million receivable from BlockFills after closing the contracts.
22
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
III. LIQUIDITY AND CAPITAL RESOURCES (Continued)
4. Contractual Obligations
The following table presents the future principal capital payment of long-term debt and the future minimum lease payments required under non-cancellable leases as of March 31, 2026:
| 2026 | 2027 | 2028 | 2029 | 2030+ | Total | |||||||||||||||||||
| Long-term debt | 464 | 585 | 592 | 482 | 591,005 | 593,128 | ||||||||||||||||||
| Lease liabilities* | 2,504 | 3,758 | 3,769 | 3,673 | 13,337 | 27,041 | ||||||||||||||||||
| 2,968 | 4,343 | 4,361 | 4,155 | 604,342 | 620,169 | |||||||||||||||||||
| * | Minimum lease payments include $7.8 million of payments related to leases not yet commenced and $5.7 million of imputed interest. |
5. Lawsuits
Our lawsuits are summarized in Note 20 (Commitments and Contingencies) to the Q1 2026 Financial Statements.
6. Commitments
Our commitments are summarized in Note 20 (Commitments and Contingencies) to the Q1 2026 Financial Statements.
7. Contingent liability
Our contingent liability is summarized in Note 20 (Commitments and Contingencies) to the Q1 2026 Financial Statements.
8. Working Capital
| As of March 31, | As of December 31, | |||||||||||||||
| (U.S. $ in thousands except where indicated) | 2026 | 2025 | $ Change | % Change | ||||||||||||
| Total Current Assets | 575,646 | 826,465 | (250,819 | ) | (30 | )% | ||||||||||
| Total Current Liabilities | 59,944 | 148,112 | (88,168 | ) | (60 | )% | ||||||||||
| Working Capital | 515,702 | 678,353 | (162,651 | ) | (24 | )% | ||||||||||
We continue to place importance on maintaining sufficient liquidity to fund our HPC development activities. We also anticipate requiring additional funds to complete our 2026 and 2027 growth plans. As of March 31, 2026, we had working capital of $515.7 million, compared to $678.4 million as of December 31, 2025.
The decrease in working capital was largely due to our cash decreasing by $216.2 million as explained in the “Liquidity and Capital Resources” section above. Our digital assets decreased by $11.8 million, mainly due to a lower Bitcoin price as of March 31, 2026, partially offset by our Bitcoin balance increasing by 409. In addition, we had a $7.7 million decrease in RECs and WTCs derived from Stronghold’s refuse operations due to the timing of sales of credits to third parties. Additionally, assets held for sale decreased by $14.6 million mainly due to the impairment loss of $12.8 million related to the Paraguay asset group, reflecting the write-down to fair value less costs to sell during Q1 2026.
The decrease was partially offset by a $88.2 million decrease in current liabilities, mainly due to the full reimbursement of the Credit Facility with the principal amounting to $100.0 million during Q1 2026.
23
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
ITEM 2 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
IV. CRITICAL ACCOUNTING POLICIES AND ESTIMATES
We describe our most significant accounting policies in detail in Note 2 (Significant Accounting Policies) to our 2025 Annual Financial Statements (Part II, Item 8), included in the Annual Report. Management regularly evaluates its estimates and their underlying assumptions using historical experience and other factors it believes to be reasonable under the circumstances. The following select accounting policies and estimates are believed to be critical to understanding this MD&A, but are not limited to:
Estimation of useful lives of property, plant, and equipment
Property, plant and equipment are carried at cost, including directly attributable costs, less accumulated depreciation, accumulated impairment losses and any related investment grants, and include the initial estimate of the costs of dismantling and removing the item and restoring the site on which the item is located when a legal obligation exists at the time the asset is placed in service. We determine the estimated useful lives, residual values and related depreciation expense based on historical experience, anticipated usage, technological changes and replacements schedules. Determining useful lives requires judgment regarding the expected period over which the assets will provide economic benefits, and is subject to uncertainty, particularly in industries where assets may become obsolete due to technological innovation or changes in business strategy. Management periodically reviews these estimates and adjusts them when events or changes in circumstances indicate that the current estimated useful lives may no longer be appropriate, which would affect the timing and amount of depreciation expense, resulting in changes that could have a material impact on our financial results in future periods.
Impairment of long-lived assets
Our long-lived assets (including property, plant, and equipment, right-of-use assets and intangible assets with finite useful lives) are assessed for impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. When indicators of potential impairment are present, we prepare a projected undiscounted cash flow analysis for the respective asset or asset group, and if the sum of the undiscounted cash flow is less than the carrying amount of the asset or asset group, an impairment loss is recognized equal to the excess of the carrying amount over the fair value of the asset or asset group. Impairment losses are recognized in the consolidated statements of operations in the period in which the impairment is identified and are not reversed in subsequent periods.
Indicators of impairment may include significant declines in market demand, adverse changes in business or economic conditions, technological obsolescence, or a decision to significantly modify or dispose of an asset. These estimates require significant judgment and are sensitive to changes in assumptions regarding future revenues, operating costs and market conditions. Actual future outcomes could result in different conclusions that could materially affect the consolidated financial statements.
Measurement of financial instruments
We measure certain derivative financial instruments and assets at fair value either on a recurring or non-recurring basis depending on their nature. Derivative financial instruments reflect the estimated amounts that we would receive or pay, taking into consideration counterparty risk or our credit risk, and in the case of embedded derivatives, are determined using a combination of the Monte Carlo simulation model to simulate future prices based on probability factors and the Black-Scholes Model. Derivative financial instruments include, but are not limited, to Bitcoin option and selling contracts, Bitcoin redemption options and capped calls. Changes in fair value are recognized in Loss on derivative assets and liabilities, and may have a material impact on the amounts reported in our financial statements.
V. RECENT AND SUBSEQUENT EVENTS
Our recent and subsequent events are summarized in Note 21 to the Q1 2026 Financial Statements.
We are exposed to market risk in the ordinary course of our business. Market risk represents the risk of loss that may impact our financial position due to adverse changes in financial market prices and rates.
24
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
PART I - FINANCIAL INFORMATION
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Market value and price risk of Bitcoin
We hold a significant amount of Bitcoin, and therefore are exposed to the impact of market price changes in Bitcoin. The price of Bitcoin is volatile, and is impacted by factors such as global economic conditions, regulatory developments affecting digital assets, technological changes in the blockchain ecosystem, market liquidity and shifts in investor demand. Further, the rewards for each Bitcoin mined are subject to “halving” adjustments at predetermined intervals.
As of March 31, 2026, we held 2,469 Bitcoin with a fair value of $168.5 million, reflecting a fair value of a single Bitcoin of approximately $68,200. A decline in the market price of Bitcoin could reduce the value of our digital asset holdings and negatively affect our revenue and profitability and could also reduce the amount of cash available to us upon disposition of these holdings, which may adversely affect our liquidity. A 10% increase or decrease in the market price of Bitcoin over the course of the three months ended March 31, 2026, would have increased or decreased our revenue by $3.0 million for the quarter and would have had a material effect on our total revenue as at that date.
Impact of tariffs
Changes in government and economic policies, incentives, trade regulations, or tariffs may have a material adverse impact on hardware and equipment that we import, our business, prospects, operations and financial performance. In addition to those tariffs which have already come into effect, additional tariffs and trade restrictions may be suggested in the future, which, if they were to be enacted, could further impact our business. While the final scope, timing, and application of recently announced or proposed changes in U.S. trade policy remain uncertain, increases in tariffs on imported equipment, as well as the potential imposition of retaliatory tariffs by foreign jurisdictions, could materially increase our equipment and infrastructure costs or limit the availability of certain components, our ability to procure equipment on a timely basis or at cost-effective levels, which in turn may impact project timelines, capital expenditures, and operating margins. We continuously monitor developments in trade policy and may adjust our procurement strategies, sourcing arrangements, or deployment plans in response to such changes. Any such developments could negatively affect our overall financial performance.
Interest rate risk
We have limited exposure to interest rate risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes in the market interest rates on variable interest-bearing financial instruments. As of March 31, 2026, we do not use derivatives to mitigate interest rate exposures. We only hold cash and maintain our cash balance with major financial institutions that are insured by the Federal Deposit Insurance Corporation.
25
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
PART I - FINANCIAL INFORMATION
ITEM 4 - CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our Management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
Management, under the supervision of and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures and concluded that they were effective as of March 31, 2026.
A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that its objectives are met. Due to inherent limitations in all such systems, no evaluation of controls can provide absolute assurance that all control issues within a company have been detected. Accordingly, our disclosure controls and procedures are designed to provide reasonable, but not absolute, assurance that the objectives of our disclosure control system are met.
Changes in internal control over financial reporting
We did not identify any changes in our internal control over financial reporting, in connection with our evaluation required by Rules 13a-15(d) and 15d-15(d) of the Exchange Act, that occurred during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
26
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a description of our material pending legal proceedings, refer to Note 20 - Commitments and Contingencies included in our notes to our 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.
ITEM 1A. RISK FACTORS
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 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.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
During the three months ended March 31, 2026,
27
KEEL INFRASTRUCTURE
CORP. (formerly known as Bitfarms Ltd.)
PART II - OTHER INFORMATION
ITEM 6. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| * | Filed herewith |
| ** | Furnished herewith |
28
SIGNATURES
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.
| KEEL INFRASTRUCTURE CORP. | ||
| Date: May 11, 2026 | By: | /s/ Benjamin Gagnon |
| Benjamin Gagnon | ||
| Chief Executive Officer and Director | ||
| Date: May 11, 2026 | By: | /s/ Jonathan Mir |
| Jonathan Mir | ||
| Chief Financial Officer | ||
29
Exhibit 31.1
CERTIFICATION PURSUANT
TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Benjamin Gagnon, certify that:
| 1. | I have reviewed this Form 10-Q of Keel Infrastructure Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2026
| By: | /s/ Benjamin Gagnon | |
| Name: | Benjamin Gagnon | |
| Title: | Chief Executive Officer | |
| (Principal Executive Officer) |
Exhibit 31.2
CERTIFICATION PURSUANT
TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Jonathan Mir, certify that:
| 1. | I have reviewed this Form 10-Q of Keel Infrastructure Corp.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| (a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| (b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| (c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| (d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
| (a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| (b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: May 11, 2026
| By: | /s/ Jonathan Mir | |
| Name: | Jonathan Mir | |
| Title: | Chief Financial Officer | |
| (Principal Financial Officer) |
Exhibit 32.1
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on Form 10-Q of Keel Infrastructure Corp. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Benjamin Gagnon, Chief Executive Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 11, 2026 | By: | /s/ Benjamin Gagnon |
| Benjamin Gagnon | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) |
Exhibit 32.2
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report on From 10-Q of Keel Infrastructure Corp. (the “Company”) for the period ended March 31, 2026 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Jonathan Mir, Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:
| 1. | The Report of the Company fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
| Date: May 11, 2026 | By: | /s/ Jonathan Mir |
| Jonathan Mir | ||
| Chief Financial Officer | ||
| (Principal Financial Officer) |