Keel Infrastructure Corp. (KEEL) SEC Filings & Earnings Calls

Execution risk in HPC infrastructure pivot; legacy Bitcoin mining wind-down may continue to pressure near-term financials.

“Revenue down 50% YoY; operating loss of $141M; negative adjusted EBITDA.”

Strategic transition execution risk

“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” · word for word

Bitcoin price volatility

“the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the profitability of our operations” · word for word

Financing risk for HPC buildout

“the capital-intensive nature of constructing data centers and our potential inability to secure financing for such efforts” · word for word

Customer concentration risk

“our dependence on significant customers for our data centers, and the risk of customer default or failure to make timely payments” · word for word

Increased leverage and potential dilution from convertible notes.

“Notes are senior unsecured obligations; conversion could dilute existing shareholders.”

Increased leverage and potential dilution from convertible notes.

“Notes are convertible into equity, potentially diluting existing shareholders.”

Potential dilution from convertible notes conversion

“convertible senior notes due 2032 may be converted into equity, diluting existing shareholders”

Strategic transformation risk: pivot from Bitcoin mining to HPC/AI infrastructure may not yield expected returns; ongoing operating losses and negative EBITDA.

“Operating loss of $98 million, adjusted EBITDA negative $17 million, revenue decline of 23% YoY.”

Bitcoin price volatility: $197M in unencumbered Bitcoin exposes balance sheet to crypto market fluctuations.

“Unencumbered Bitcoin of $197 million; sold 269 Bitcoin for $20 million during period.”

Strategic Transformation Execution Risk

“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” · word for word

Bitcoin Price Volatility

“the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the profitability of our operations” · word for word

Capital Intensity and Financing Risk

“the capital-intensive nature of constructing data centers and our potential inability to secure financing for such efforts” · word for word

Customer Concentration Risk

“our dependence on significant customers for our data centers, and the risk of customer default or failure to make timely payments” · word for word

Key person retention risk is low as all three officers signed new agreements with standard non-compete and severance. No departure or performance issues disclosed.

“No departure or performance change mentioned; agreements are routine post-redomiciliation.”

Increased leverage from $588M convertible debt assumption.

“Keel became a co-obligor under the Note Indenture... US$588 million aggregate principal amount of convertible senior notes.” · word for word

Potential dilution from convertible notes and equity plan assumptions.

“Issued unregistered shares... assumed each outstanding incentive award thereunder.”

No HPC data center revenue or leases signed

“As of December 31, 2025, this line of business had not yet generated revenue. ... As of the date of this Annual Report, we have not yet entered into any HPC data center lease agreements.” · word for word

Significant loss from continuing operations

“For the year ended December 31, 2025, we had a loss from continuing operations of $208.5 million.” · word for word

Québec regulatory hostility to crypto mining

“On February 18, 2026, the Government of Québec published Decree 88-2026, instructing the Régie to treat cryptocurrency Mining as having lower strategic and economic value than traditional data centers, and directing that the applicable tariff (“Tarif CB”) be increased to match the current punitive tariff rate. The following day, Hydro-Québec filed a request ” · word for word

Customer concentration in Bitcoin mining

“During the fiscal year ended December 31, 2025, one Mining Pool operator accounted for 88% of our total revenue.” · word for word

Execution risk in HPC data center development

“Our executive management team has limited or no experience in the digital infrastructure space, and we have expanded our team to include additional professionals, including external consultants, with such experience, but there is no guarantee that such efforts will be successful.” · word for word

Restatement of prior period financials may cause comparability issues.

“Restated unaudited consolidated interim financial statements... prepared in accordance with US GAAP.”

Operating loss of $150M and loss from continuing ops of $209M due to impairment and fair value changes.

“Operating loss of $150 million... Loss from continuing operations of $209 million.”

Bitcoin price decline impacted fair value of digital assets.

“Change in fair value of digital assets, primarily due to a decline in Bitcoin prices.” · word for word

Execution risk of redomiciliation and rebranding; potential tax and regulatory hurdles.

“Failure to obtain court approval, unanticipated tax consequences, delayed benefits.”

Redomiciliation requires two-thirds shareholder approval; failure could disrupt strategic plans.

“Arrangement Resolution requires approval by at least two-thirds of the votes cast at the Meeting.” · word for word

Redomiciliation requires two-thirds shareholder approval; failure could disrupt strategic plans.

“Arrangement Resolution requires approval by at least two-thirds of the votes cast at the Meeting.” · word for word

Transaction subject to shareholder vote and regulatory approvals; may not close as planned.

“Arrangement subject to approval by Bitfarms Canada Shareholders and CEMAC customary approval”

Execution risk in pivot from Bitcoin mining to HPC/AI data center infrastructure; shareholder approval and regulatory approvals required for redomiciliation.

“Redomiciliation subject to shareholder, stock exchange, and court approvals.”

Execution risk on reinvestment into HPC/AI infrastructure.

“Reinvestment of proceeds into North American HPC/AI energy infrastructure may not occur on economic basis or timeline.”

Sustained operating losses and negative gross margins

“Operating loss $29.0M in Q3 2025; gross loss $2.9M”

High leverage from warrant liabilities and debt

“Warrant liabilities $29.1M, long-term debt $50.8M”

Potential dilution from warrant exercise; debt servicing cost.

“Warrants for 2.2M shares at $5.69, expiring 2030.”