UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-40370

Keel Infrastructure Corp.

(Exact name of registrant as specified in its charter)

Delaware		41-4266374
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

120 Broadway, Suite 1375, New York, NY 10004

(Address of principal executive offices) (Zip code)

(929) 264-5151

(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
Common Stock, $0.001 par value per share		KEEL		The Nasdaq Stock Market LLC

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. ☒ Yes ☐ No

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). ☒ Yes ☐ No

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	☐	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 ☒ No

Number of shares of the registrant’s common stock outstanding on May 8, 2026: 603,828,651

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

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.

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.

KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

	Page
Unaudited Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2026 and December 31, 2025	F-1
Condensed Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025	F-2
Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2026 and 2025	F-3
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026 and 2025	F-4
Notes to the Condensed Consolidated Financial Statements (unaudited)	F-5

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		357,277			573,462
Accounts receivable, net		5,357			5,471
Digital assets		168,481			174,726
Digital assets - restricted		—			5,559
Other assets		2,460			2,825
Rights to renewable energy credits and waste tax credits		10,807			18,478
Assets held for sale		14,054			28,664
Short-term prepaid deposits		6,800			6,317
Inventories		10,410			8,676
Derivative assets		—			2,287
Total current assets		575,646			826,465
Non-current
Restricted cash		41,075			57,500
Rights to waste tax credits		954			—
Property, plant and equipment, net		348,604			358,333
Operating lease right-of-use assets, net		10,623			11,103
Finance lease right-of-use assets, net		2,043			2,127
Long-term deposits and equipment prepayments		81,381			31,033
Intangible assets, net		3,025			2,983
Long-term derivative assets		1,760			5,200
Other non-current assets		1,600			1,600
Total assets		1,066,711			1,296,344
Liabilities
Current
Accounts payable and accrued expenses		53,909			46,443
Current portion of long-term debt		4,242			97,022
Current portion of operating lease liabilities		1,491			1,490
Current portion of finance lease liabilities		302			235
Derivative liabilities		—			2,922
Total current liabilities		59,944			148,112
Non-current
Long-term debt		573,203			572,447
Operating lease liabilities		9,996			10,606
Finance lease liabilities		1,736			1,978
Deferred tax liability		65			65
Other non-current liabilities		2,632			2,761
Total liabilities		647,576			735,969

Commitments and contingencies (Note 20)

Stockholders’ equity
Common stock - no par value; Authorized – unlimited number of shares; Issued and outstanding – 602,851,137 and 601,579,999 shares		1,066,009			1,064,572
Additional paid-in capital		110,960			108,284
Accumulated deficit		(757,834	)		(612,481	)
Total stockholders’ equity		419,135			560,375
Total liabilities and stockholders’ equity		1,066,711			1,296,344

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		36,992			47,651
Cost of revenues		(63,297	)		(47,375	)
Gross (loss) profit		(26,305	)		276

Operating expenses
General and administrative expenses		(26,837	)		(17,618	)
Change in fair value of digital assets		(41,449	)		(23,033	)
Realized (loss) gain on sale of digital assets		(1,810	)		4,977
(Loss) gain on disposition of property, plant and equipment and deposits		(1	)		557
Impairment of long-lived assets		(1,986	)		—
Operating loss		(98,388	)		(34,841	)

Interest income		3,723			802
Interest expense		(3,600	)		(185	)
Loss on derivative assets and liabilities		(1,564	)		(3,714	)
Loss on extinguishment of long-term debt		(21,596	)		—
Other expenses		(6,152	)		(213	)
Total other expenses		(29,189	)		(3,310	)
Loss before taxes from continuing operations		(127,577	)		(38,151	)

Income tax benefit (expense)		3			(222	)
Loss from continuing operations		(127,574	)		(38,373	)
Loss from discontinued operations		(17,779	)		(17,180	)
Net loss		(145,353	)		(55,553	)
Loss per common share
Basic and diluted loss per share from continuing operations		(0.21	)		(0.08	)
Basic and diluted loss per share from discontinued operations		(0.03	)		(0.03	)
Basic and diluted loss per share		(0.24	)		(0.11	)
Weighted average number of common shares outstanding
Basic and diluted		602,578,453			500,163,441

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		601,579,999		1,064,572		108,284			(612,481	)		560,375
Net loss		—		—		—			(145,353	)		(145,353	)
Stock-based compensation		—		—		3,664			—			3,664
Settlement of restricted share units		932,275		744		(744	)		—			—
Exercise of stock options		338,863		693		(244	)		—			449
Balance as of March 31, 2026		602,851,137		1,066,009		110,960			(757,834	)		419,135

Balance as of January 1, 2025		479,332,885		837,764		101,319			(327,937	)		611,146
Net loss		—		—		—			(55,553	)		(55,553	)
Stock-based compensation		—		—		4,268			—			4,268
Issuance of replacement stock-based compensation		—		—		232			—			232
Issuance of common shares		74,311,252		89,864		—			—			89,864
Issuance of equity warrants		—		—		11,477			—			11,477
Balance as of March 31, 2025		553,644,137		927,628		117,296			(383,490	)		661,434

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		(145,353	)		(55,553	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		27,694			28,364
Impairment of long-lived assets		15,603			18,824
Total other expenses		29,083			2,975
Digital assets earned and hosting revenue received in Bitcoin		(35,708	)		(64,418	)
Stock-based compensation		3,664			4,268
Renewable energy credits earned		(1,881	)		—
Gain on disposition of assets		(318	)		(5,586	)
Digital assets exchanged for services		—			5,179
Realized gain (loss) on sale of digital assets		1,810			(4,977	)
Other		571			835
Change in fair value of digital assets		41,449			23,033
Interest income received		2,726			411
Interest expenses paid		(3,582	)		(646	)
Income taxes received (paid)		7			(78	)
Proceeds from disposition of renewable energy and waste tax credits		8,598			—
Changes in non-cash working capital components		(9,050	)		28,528
Net change in cash related to operating activities		(64,687	)		(18,841	)

Cash flows used in investing activities
Proceeds from sale of digital assets		4,373			37,263
Purchase of property, plant and equipment and intangible assets		(10,325	)		(43,337	)
Proceeds from sale of property, plant and equipment and assets held for sale		1,543			2,139
Purchase of marketable securities		(967	)		(6,540	)
Proceeds from disposition of marketable securities		989			6,931
Purchase of derivative assets and liabilities		—			(30,055	)
Settlement of derivative assets and liabilities		1,396			28,472
Equipment and construction prepayments		(51,847	)		(4,481	)
Proceeds from disposal of business		—			32,038
Acquisition of business		—			(48,084	)
Net change in cash related to investing activities		(54,838	)		(25,654	)

Cash flows (used in) from financing activities
Repayment of long-term debt		(113,466	)		(15	)
Repayment of finance lease liabilities		(109	)		(25	)
Issuance of common shares and warrants		—			23,608
Exercise of stock options and warrants		449			—
Net change in cash related to financing activities		(113,126	)		23,568

Net decrease in cash and restricted cash		(232,651	)		(20,927	)
Cash and restricted cash, beginning of the period		630,962			59,542
Exchange rates differences on currency translation		41			(69	)
Cash and restricted cash, end of the period		398,352			38,546
Cash flows from (used in) discontinued operations

SEC Form 10-Q filed by Keel Infrastructure Corp.