Keel Infrastructure Corp. (NASDAQ: KEEL), formerly known as Bitfarms Ltd., filed its quarterly report on Form 10-Q for the quarter ended June 30, 2026, with the SEC on August 10, 2026, disclosing its first full quarter as a U.S. domestic issuer following a corporate redomiciliation completed earlier in the year.

Key Highlights

  • Name change completed: The company formerly known as Bitfarms Ltd. now operates as Keel Infrastructure Corp., a Delaware corporation, following a U.S. Redomiciliation Transaction effective April 1, 2026.
  • Share count: 617,573,212 shares of common stock were outstanding as of August 7, 2026, according to the filing.
  • Share exchange ratio: Under the Arrangement, holders of Bitfarms common shares received one share of Keel common stock per common share of Bitfarms held.
  • Successor issuer status: Keel is the successor issuer to Bitfarms pursuant to Rule 12g-3(a) under the Exchange Act, and its common stock is deemed registered under Section 12(b) of the Exchange Act.
  • Filer classification: The company is classified as an accelerated filer and is not a smaller reporting company or emerging growth company.
  • Strategic shift disclosed: The filing notes the company's "strategic transformation from Bitcoin Mining to digital infrastructure, including high-performance computing," which the company characterizes as subject to risks and uncertainties.

Keel Infrastructure Corp. Reports First Quarter as U.S. Domestic Issuer After Redomiciliation from Canada

According to the filing, Keel Infrastructure Corp. became the ultimate parent company of Bitfarms Ltd. and its subsidiaries on April 1, 2026, pursuant to a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario). The transaction was described as part of Bitfarms' previously announced intention to redomicile from Canada to the United States. The issuance of Keel shares under the Arrangement "was exempt from registration under Section 3(a)(10) of the Securities Act of 1933," the filing states. Keel reported the succession on a Form 8-K filed April 1, 2026.

The filing also notes that in connection with an internal corporate reorganization completed on June 15, 2026, Bitfarms was renamed "Backbone Hosting Solutions Inc.," though the company states it continues to refer to this subsidiary as "Bitfarms" throughout the quarterly report for continuity. For accounting and financial reporting purposes, Bitfarms is treated as the accounting predecessor, and the condensed consolidated financial statements are presented as a continuation of Bitfarms' historical consolidated financial statements at historical carrying amounts.

The company disclosed that its business strategy is evolving, describing a transformation from Bitcoin mining toward digital infrastructure, including high-performance computing and AI workloads. The filing includes forward-looking statements, which the company cautions are subject to risks including its "limited operating history and history of operating losses," dependence on power sources, reliance on third-party suppliers, and uncertainty about whether its HPC and AI data center focus "may not become profitable." These statements are the company's own and are subject to its cautionary language included in the filing.

What Was Disclosed

Keel Infrastructure Corp. filed its Q2 2026 Form 10-Q covering the quarter ended June 30, 2026, disclosing its redomiciliation from Canada to the United States, a name change from Bitfarms Ltd., successor issuer status on Nasdaq, and 617,573,212 shares outstanding as of August 7, 2026.