Keel Infrastructure Corp. 8-K

What Happened

• On April 1, 2026, Keel Infrastructure Corp. completed a U.S. redomiciliation and filed an 8‑K reporting several material actions. Keel became a co‑obligor under a Supplemental Indenture to the Note Indenture governing Bitfarms Canada’s US$588 million aggregate principal amount of convertible senior notes (issued Oct. 2025). The notes carry a 1.375% annual interest rate, payable semi‑annually, and mature on January 15, 2031.
• The Keel board approved indemnification agreements for directors and officers (Delaware‑law standard), adopted amended governance documents (Amended & Restated Certificate of Incorporation and Bylaws), carried over Bitfarms Canada’s board and executive officers to Keel, and assumed existing equity incentive plans and outstanding awards. Keel also assumed and will continue Bitfarms Canada’s normal course issuer bid (NCIB).

Key Details

• Date of report and actions: April 1, 2026.
• Debt assumed: US$588,000,000 in convertible senior notes (1.375% interest; maturity Jan 15, 2031).
• Equity plans assumed/amended: Bitfarms Canada 2021 LTIP, 2025 LTIP (amended to issue Keel Common Stock), and Stronghold Omnibus Incentive Plan; outstanding awards were assumed.
• NCIB continuation: up to 49,943,031 shares (period originally July 28, 2025–July 27, 2026) will be continued by Keel under the previously announced terms.

Why It Matters

• Debt and obligations: Becoming a co‑obligor on $588M of convertible notes is a material change to Keel’s capital structure—investors should note the size, low coupon (1.375%), and 2031 maturity when assessing Keel’s financing obligations and potential dilution if notes convert.
• Governance and people: Directors and officers of Bitfarms Canada became Keel directors/officers, and Keel adopted Delaware indemnification protections and new charter documents—these are standard for a U.S.‑domiciled public company but can affect shareholder remedies and corporate governance.
• Shareholder impact: Keel assumed outstanding equity awards and the NCIB, which could support share price through buybacks and preserves existing employee/incentive programs. The company also issued a press release on April 1, 2026 announcing the completion of the Arrangement.