Results of Operations and Financial Condition. On August 10, 2026, Keel Infrastructure Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act…

President — Ganesh Aiyer: The company appointed a senior executive (President) from an external organization (Digital Realty Trust), which is a new hire rather than a departure.

Changes in Registrant’s Certifying Accountant. Approval of the New Independent Registered Public Accounting Firm On June 11, 2026, the Audit Committee of the Board of Directors (the “Audit Committee”) of Keel Infrastructure Corp. (the “Company”) approved PricewaterhouseCoopers LLP (United States) (“PwC USA”) as the Company’s new independent registered public accounting firm for the fiscal year ending December 31, 2026. During the fiscal years ended December 31, 2025 and December 31, 2024, and…

Entry Into a Material Definitive Agreement. Indenture and Convertible Notes On June 9, 2026, Keel Infrastructure Corp. (the “Company”) issued $458,000,000 aggregate principal amount of its 1.250% Convertible Senior Notes due 2032 (the “Notes”). The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of June 9, 2026, among the Company, Bitfarms Ltd., as guarantor (the “Guarantor”), and Computershare Trust Company, N.A., as trustee (the “Trustee”). Pursu…

Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in

The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of Common Stock that may be issued upon conversion of the Notes will…

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 a…

Other Events. On June 4, 2026, Keel Infrastructure Corp. (the “Company”) issued a press release announcing that it intends to offer $350 million aggregate principal amount of convertible senior notes due 2032 (the “Notes”). 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.

Results of Operations and Financial Condition. On May 11, 2026, Keel Infrastructure Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of…

CFO — Jonathan Mir: The filing discloses the execution of new employment agreements and compensation terms for existing officers following a redomiciliation, rather than a departure or change in personnel.

Other Events. (1) Description of Keel Capital Stock Description of Keel Capital Stock The following summary description of the Keel capital stock is based on the provisions of each of the Certificate and the Bylaws and the applicable provisions of the Delaware General Corporation Law (“ DGCL ”). This information may not be complete in all respects and is qualified entirely by reference to the provisions of the Certificate, the Bylaws and the DGCL. General Keel’s authorized capital stock consi…

Unregistered Sales of Equity Securities. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this

Entry into a Material Definitive Agreement. Assumption of Debt On April 1, 2026, Keel became a co-obligor under the Note Indenture, dated as of October 21, 2025 by and among Bitfarms Canada, Computershare Trust Company, N.A. as trustee and Computershare Trust Company of Canada as Canadian co-trustee (the “ Indenture ”) pursuant to a supplemental indenture to such Indenture dated as of April 1, 2026 (the “ Supplemental Indenture ”). The Indenture governs the terms of Bitfarms Canada’s US$588 m…

Material Modification to the Rights of Security Holders. The information set forth in the Introductory Note and

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under the heading “Assumption of Debt” under

Changes in Control of Registrant. The information set forth in the Introductory Note of this Current Report on Form 8-K is incorporated by reference into this

Director: The filing discloses the automatic succession of directors and officers from Bitfarms Canada to Keel Infrastructure Corp. as a result of a corporate redomiciliation transaction, rather than a voluntary departure or new appointment.