Bitfarms Ltd — Capital/Financing Update 2026

Jun 5, 2026

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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. ☐

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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

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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

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