Form 8-K

8-K — Keel Infrastructure Corp.

Accession: 0001213900-26-065506

Filed: 2026-06-05

Period: 2026-06-04

CIK: 0001812477

SIC: 6199 (FINANCE SERVICES)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0293748-8k_keelinfra.htm (Primary)

EX-99.1 — PRESS RELEASE, DATED JUNE 5, 2026, ANNOUNCING PRICING OF KEEL INFRASTRUCTURE CORP.'S 1.250% CONVERTIBLE SENIOR NOTES DUE 2032 (ea029374801ex99-1.htm)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 4, 2026

Keel Infrastructure Corp.

(Exact name of registrant as specified in its

charter)

Delaware

001-40370

41-4266374

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer

Identification No.)

120 Broadway, Suite 1075, New York, New York

10004

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including

area code: (929)-264-5151

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

KEEL

Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2

of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 8.01. Other Events.

On June 5, 2026, Keel Infrastructure

Corp. (the “Company”) issued a press release announcing the pricing of its offering of $400 million aggregate principal amount

of 1.250% convertible senior notes due 2032 (the “Notes”). The Company also granted the initial purchasers of the Notes an

option to purchase, for a 13-day period beginning on and including the date on which the Notes are first issued, up to an additional $58

million aggregate principal amount of Notes. The offering amount was increased from the previously announced offering size of $350 million

(or $408 million if the initial purchasers exercise their option to purchase the option in full).

The Company also announced

its intention to use a portion of the net proceeds of the offering to fund the cost of entering into certain capped call transactions

and the remaining net proceeds for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing

letters of credit related to expanding and/or accelerating data center development projects. While the Company’s existing liquidity

is expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing, the proceeds from this offering are expected

to improve the Company’s flexibility to make value-add investments across the Company’s current developments.

A copy of this press release

is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number

Description

99.1*

Press Release, dated June 5, 2026, announcing pricing of Keel Infrastructure Corp.’s 1.250% convertible senior notes due 2032.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith

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 hereunto duly authorized.

Keel Infrastructure Corp.

(Registrant)

Date: June 5, 2026

By:

/s/ Jonathan Mir

Jonathan Mir

Chief Financial Officer

EX-99.1 — PRESS RELEASE, DATED JUNE 5, 2026, ANNOUNCING PRICING OF KEEL INFRASTRUCTURE CORP.'S 1.250% CONVERTIBLE SENIOR NOTES DUE 2032

EX-99.1

Filename: ea029374801ex99-1.htm · Sequence: 2

Exhibit 99.1

Keel Infrastructure Announces Pricing of Upsized

$400 Million of Convertible Senior Notes

NEW YORK, June 5, 2026 – Keel Infrastructure

Corp. (NASDAQ/TSX: KEEL), a North American digital and energy infrastructure company (“Keel” or the “Company”), today

announced that it has priced its offering of $400 million aggregate principal amount of 1.250% convertible senior notes due 2032 (the

“Convertible Notes”). Keel has also granted the initial purchasers of the Convertible Notes an option to purchase, for a 13-day

period beginning on and including the date on which the Convertible Notes are first issued, up to an additional $58 million aggregate

principal amount of the Convertible Notes. The aggregate principal amount of the offering was increased from the previously announced

offering size of $350 million (or $408 million if the initial purchasers exercise their option to purchase the option in full). The payment

obligations under the notes will be fully and unconditionally guaranteed, on a senior unsecured basis, by Bitfarms Ltd., a wholly owned

subsidiary of Keel. The offering is expected to close, subject to market and other closing conditions on or about June 9, 2026.

Description of the Notes

The Convertible Notes will be senior unsecured

obligations of the Company and will accrue interest at a rate of 1.250% per annum, payable semi-annually in arrears on January 15 and

July 15 of each year, beginning on January 15, 2027. The Convertible Notes will mature on January 15, 2032, unless earlier repurchased,

redeemed or converted in accordance with their terms. Prior to October 15, 2031, the Convertible Notes will be convertible only upon satisfaction

of certain conditions and during certain periods, and thereafter, the Convertible Notes will be convertible at the option of holders at

any time until the close of business on the second scheduled trading day immediately preceding the maturity date.

The Convertible Notes will have an initial conversion

rate of 134.9073 shares of common stock per $1,000 principal amount of Convertible Notes, equivalent to an initial conversion price of

approximately $7.41 per share of common stock. The initial conversion rate represents a premium of approximately 25% to the last reported

sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026. The conversion rate and conversion price will be subject

to adjustment in certain circumstances. In addition, if certain corporate events occur or the Company delivers a notice of redemption,

the Company will, in certain circumstances, increase the conversion rate for any Convertible Notes converted in connection with such corporate

event or notice or redemption. The Company may settle conversions of the Convertible Notes in cash, common stock or a combination of cash

and common stock, at the Company's election.

Use of Proceeds

The Company intends to use a portion of the net

proceeds from this offering to fund the cost of entering into the capped call transactions described below and the remaining net proceeds

for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing letters of credit related

to expanding and/or accelerating data center development projects. While the Company’s existing liquidity is expected to be sufficient

to develop Panther Creek, Sharon, and Moses Lake through leasing, the proceeds from this offering are expected to improve the Company’s

flexibility to make value-add investments across the Company’s current developments.

If the initial purchasers exercise their option

to purchase additional notes, then the Company expects to use a portion of the net proceeds from the sale of the additional notes to enter

into additional capped call transactions and the remaining net proceeds for general corporate purposes.

Although the Company intends to spend the net

proceeds from the offering as set forth above, management will have broad discretion to apply the net proceeds, and the actual use of

proceeds may vary significantly from the amounts and expectations above and will depend on a number of factors.

Capped Call Transactions

In connection with the pricing of the Convertible

Notes, the Company entered into privately negotiated capped call transactions with one or more of the initial purchasers of the Convertible

Notes, their respective affiliates, and/or other financial institutions (the "capped call counterparties"). The capped call

transactions will cover, subject to anti-dilution adjustments substantially similar to those applicable to the Convertible Notes, the

number of shares of common stock initially underlying the Convertible Notes, assuming the initial purchasers do not exercise their option

to purchase additional notes. If the initial purchasers of the Convertible Notes exercise their option to purchase additional Convertible

Notes, the Company intends to use a portion of the net proceeds from the sale of the additional Convertible Notes to fund the cost of

entering into additional capped call transactions with the remaining net proceeds used for general corporate purposes.

The capped call transactions are expected generally

to reduce potential dilution upon conversion of any Convertible Notes and/or offset any cash payments the Company could be required to

make in excess of the principal amount of any converted Convertible Notes upon conversion thereof, as the case may be, with such reduction

and/or offset subject to a cap. The cap price of the capped call transactions is initially $11.86 per share of common stock, which represents

a premium of 100% to the last reported sale price of $5.93 per share of common stock on the Nasdaq on June 4, 2026, and will be subject

to customary anti-dilution adjustments under the terms of the capped call transactions.

In connection with establishing their initial

hedges of the capped call transactions, the Company expects the capped call counterparties or their respective affiliates to purchase

shares of common stock and/or enter into various derivative transactions with respect to the common stock concurrently with or shortly

after the pricing of the Convertible Notes, and such capped call counterparties or their respective affiliates may unwind these various

derivative transactions and purchase our common stock in open market transactions shortly after the pricing of the Convertible Notes.

This activity could increase (or reduce the size of any decrease in) the market price of the common stock or the Convertible Notes at

that time. In addition, the capped call counterparties or their respective affiliates may modify their hedge positions by entering into

or unwinding various derivatives with respect to the common stock and/or purchasing or selling common stock or other securities of the

Company in secondary market transactions following the pricing of the Convertible Notes and prior to the maturity of the Convertible Notes

(and are likely to do so during any observation period related to a conversion of the Convertible Notes or if the capped call transactions

are otherwise terminated). This activity could also cause or avoid an increase or decrease in the market price of the common stock or

the Convertible Notes, which could affect the ability of holders of the Convertible Notes to convert the Convertible Notes and, to the

extent the activity occurs during any observation period related to a conversion of the Convertible Notes, it could affect the number

of shares of common stock, if any, and value of the consideration that holders of the Convertible Notes will receive upon conversion of

such Convertible Notes.

The Convertible Notes and the common stock issuable

upon the conversion thereof have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities

Act”) or registered under any state securities laws, or qualified by a prospectus in any province or territory of Canada. The Convertible

Notes and the common stock may not be offered, sold, or delivered, directly or indirectly, in the United States absent registration under

the Securities Act or an applicable exemption from registration under the Securities Act. The Convertible Notes will be offered only to

“qualified institutional buyers” (as defined in Rule 144A under the Securities Act). Offers and sales in Canada will be made

only pursuant to exemptions from the prospectus requirements of applicable Canadian provincial and territorial securities laws.

The offering of the Convertible Notes is subject

to certain conditions including, but not limited to, the receipt of all necessary approvals, including the approval of the Toronto Stock

Exchange and Nasdaq, and there can be no assurance as to whether, when, or on what terms the offering may be completed. The Convertible

Notes issued in connection with the offering and the common stock issuable upon the conversion of the Convertible Notes will be subject

to a statutory hold period in accordance with applicable securities legislation. The Company is relying on the exemption under Section

602.1 of the Toronto Stock Exchange’s Company Manual (the “TSX manual”) available to Eligible Interlisted Issuers (as

defined in the TSX manual) in respect of the offering.

This press release is neither an offer to sell,

nor is it a solicitation of an offer to buy the Convertible Notes or any other securities and shall not constitute an offer to sell or

solicitation of an offer to buy, or a sale of, the Convertible Notes or any other securities in any jurisdiction in which such offer,

solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

About Keel Infrastructure Corp.

Keel Infrastructure is a North American digital

infrastructure and energy company that develops and owns data centers and energy infrastructure for high-performance computing workloads,

including AI. With a pipeline of 2.2 gigawatts and established grid interconnections already in place, Keel delivers scalable infrastructure

solutions in high-demand power markets across Pennsylvania and Washington in the United States, and Québec in Canada. Keel is headquartered

in New York City and trades under the ticker symbol "KEEL" on Nasdaq and TSX.

On April 1, 2026, Keel became the ultimate parent

company of Bitfarms Ltd. and its subsidiaries (“Bitfarms”) pursuant to a statutory plan of arrangement (the “Arrangement”)

as part of Bitfarms' previously announced intention to redomicile from Canada to the United States and rebrand to Keel Infrastructure.

Pursuant to the Arrangement, Keel indirectly acquired all 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.

Forward-Looking Statements

This news release contains certain “forward-looking

information” and “forward-looking statements” (collectively, “forward-looking information”) that are based

on expectations, estimates, and projections as at the date of this news release and are covered by safe harbors under Canadian and U.S.

securities laws. The statements and information in this release regarding the offering of Convertible Notes, the capped call transactions,

and the use of proceeds, among others, are forward-looking information.

Any statements that involve discussions with

respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not

always using phrases such as “expects” or “does not expect”, “is expected”, “anticipates”

or “does not anticipate”, “plans”, “budget”, “scheduled”, “forecasts”, “estimates”,

“positioning”, “prospects”, “believes”, “on track” or “intends” or variations

of such words and phrases or stating that certain actions, events or results “may” or “could”, “would”,

“might” or “will” be taken to occur or be achieved) are not statements of historical fact and may be forward-looking

information.

This forward-looking information is based on

assumptions and estimates of management of Keel at the time they were made, and involves known and unknown risks, uncertainties, and other

factors which may cause the actual results, performance, or achievements of Keel to be materially different from any future results, performance,

or achievements expressed or implied by such forward-looking information. Such factors, risks, and uncertainties include, among others:

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 high-performance computing (“HPC”)

infrastructure, 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 Bitcoin mining companies and established HPC 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 HPC and AI data centers

may not become profitable and may divert resources from our Bitcoin mining operations; the capital-intensive nature of constructing HPC

data centers and our potential inability to secure financing for such efforts; significant competition for suitable data center sites

and regulatory constraints that could adversely impact our development pipeline; our dependence on significant customers for our HPC 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; periodic Bitcoin halving events that reduce mining rewards and

could render our mining operations unprofitable; increases in cryptocurrency network difficulty and global computing power that could

reduce our mining revenues; our reliance on a single third-party mining pool operator, subjecting us to concentration risk; fraud or failure

of Bitcoin exchanges, custodians, and other trading venues that could adversely impact Bitcoin prices and our business; our requirement

to obtain and comply with numerous government permits and approvals across multiple jurisdictions; 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; cybersecurity threats and hacking

attacks that could compromise our systems and data; the need for additional capital in the future, with no assurance that financing will

be available on acceptable terms; risks that our hedging activities may not be effective and could result in significant losses; counterparty

risk with respect to the capped call transactions entered into in connection with the convertible notes; potential dilution to shareholders

from future issuances of capital stock, conversion of convertible notes, or exercise of options and warrants; and risks related to the

U.S. Redomiciliation Transaction, including the possibility that anticipated benefits may not be realized. For further information concerning

these and other risks and uncertainties, refer to Keel’s filings with the U.S. Securities and Exchange Commission (“SEC”)

at www.sec.gov and under its profile at www.sedarplus.ca, including the Company’s Annual Report on Form 10-K for the fiscal year

ended December 31, 2025, and subsequent filings with the SEC. There may be other factors that cause results not to be as anticipated,

estimated, or intended, including factors that are currently unknown to or deemed immaterial by Keel. There can be no assurance that such

statements will prove to be accurate as actual results, and future events could differ materially from those anticipated in such statements.

Accordingly, readers should not place undue reliance on any forward-looking information. Keel does not undertake any obligation to revise

or update any forward-looking information other than as required by law. Trading in the securities of the Company should be considered

highly speculative. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information

contained herein. Neither Nasdaq, the Toronto Stock Exchange, or any other securities exchange or regulatory authority accepts responsibility

for the adequacy or accuracy of this release.

Investor Relations Contact:

Laine Yonker

ir@keelinfra.com

Media Contact:

Tara Goldstein

media@keelinfra.com

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-Number 230

-Section 425

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