Keel Infrastructure Corp.

Bitfarms Ltd. is a North American digital and energy infrastructure company undergoing a strategic transformation from its legacy Bitcoin Mining operations to focus on High-Performance Computing (HPC) and Artificial Intelligence (AI) data center development and operations. The company was founded in 2017 and is publicly traded on the Nasdaq and TSX under the ticker symbol "BITF" [Item 1, Company Overview]. On or about April 1, 2026, Bitfarms expects to complete its U.S. Redomiciliation, becoming Keel Infrastructure Corp. and trading under the ticker symbol "KEEL" [Item 1, Company Overview]. The company's mission is to deliver the infrastructure and energy required to support HPC and AI workloads [Item 1, Company Overview].

The core business model is evolving. Historically, Bitfarms generated revenue primarily from Bitcoin Mining, operating ASIC miners and contributing hashrate to Mining Pools under Full Pay Per Share (FPPS) arrangements, with fees paid daily in Bitcoin [Item 1, Lines of Business and Business Model]. During the fiscal year ended December 31, 2025, one Mining Pool operator accounted for 88% of total revenue [Item 1, Lines of Business and Business Model]. The company is now developing data centers designed to support HPC and AI workloads, intending to lease capacity to hyperscalers, cloud service providers, AI companies, and enterprises under long-term contracts [Item 1, Lines of Business and Business Model]. As of December 31, 2025, this HPC Infrastructure line of business had not yet generated revenue, with initial data center revenue anticipated to begin in 2027 [Item 1, Lines of Business and Business Model].

As of December 31, 2025, Bitfarms operated 113,649 ASIC miners with a total hashrate of 14.8 EH/s [Item 1, Lines of Business and Business Model]. The company does not plan to invest incremental capital in expanding hashrate and expects Bitcoin Mining to wind down progressively as HPC data center construction begins across its Infrastructure Assets [Item 1, Lines of Business and Business Model]. The Bitcoin Mining business also includes revenue, expenses, and capital expenditures associated with the operation of its power generation facilities in Pennsylvania [Item 1, Lines of Business and Business Model].

The company's Infrastructure Assets include owned and operated power generation facilities with collocated Bitcoin Mining data centers, established grid interconnections within the PJM Interconnection wholesale electricity market in Pennsylvania, and 100% renewable hydroelectric capacity in Canada and Washington state [Item 1, Company Overview]. This portfolio represents a 2.2 GW power capacity pipeline, comprising 648 MW of secured capacity and 1,513 MW of planned capacity in development, located across its U.S. Sites and Québec Sites [Item 1, Company Overview]. The U.S. Sites include Panther Creek, Sharon, Moses Lake, and Scrubgrass [Item 1, HPC Infrastructure Portfolio]. The Québec Sites include Farnham, Saint-Hyacinthe, Cowansville, Baie-Comeau, Magog, Bunker, Sherbrooke Leger, Sherbrooke, and Garlock [Item 1, HPC Infrastructure Portfolio].

For the fiscal year ended December 31, 2025, total revenue from continuing operations was $229.276 million ¹, an increase of 72% from $133.274 million ² in FY 2024 [Item 7, Consolidated Financial & Operational Results]. This increase was mainly due to a $78.0 million ³ increase in Bitcoin Mining revenue, driven by a higher average Bitcoin price of $100,942 ⁴ in FY 2025 compared to $63,715 ⁵ in FY 2024, and an increase in Bitfarms' average hashrate [Item 7, Revenues from continuing operations]. The company mined 2,008 Bitcoin ⁶ in FY 2025, a 1% increase from 1,992 Bitcoin ⁷ in FY 2024 [Item 7, Total Bitcoin earned]. Cost of revenues for FY 2025 was $248.180 million ⁸, resulting in a gross loss of $18.904 million ⁹ and a gross margin of (8)% ¹⁰ [Item 7, Consolidated Financial & Operational Results]. Operating loss for FY 2025 was $149.600 million ¹¹, with an operating margin of (65)% ¹² [Item 7, Consolidated Financial & Operational Results]. Net loss for FY 2025 was $284.544 million ¹³, and diluted EPS was ($0.52) ¹⁴ [Item 7, Consolidated Financial & Operational Results]. As of December 31, 2025, cash was $573.462 million ¹⁵, and total debt (current and long-term debt) was $669.469 million ¹⁶ ($97.022 million ¹⁷ current portion and $572.447 million ¹⁸ long-term) [Item 8, Consolidated Balance Sheets]. Net debt, calculated as total debt minus cash, was $96.007 million ¹⁹. Free cash flow is not explicitly provided in the filing.

Year-over-year, revenues from continuing operations increased by $96.0 million ²⁰, or 72% ²¹, from FY 2024 to FY 2025 [Item 7, Revenues from continuing operations]. Cost of revenues increased by $98.994 million ²², or 66% ²³, from FY 2024 to FY 2025 [Item 7, Consolidated Financial & Operational Results]. Gross loss increased by $2.992 million ²⁴, or 19% ²⁵, from FY 2024 to FY 2025 [Item 7, Consolidated Financial & Operational Results]. Operating loss increased by $121.586 million ²⁶, or 434% ²⁷, from FY 2024 to FY 2025 [Item 7, Consolidated Financial & Operational Results]. The geographical mix of revenue from continuing operations shifted, with the United States accounting for 51% ²⁸ of total revenues in FY 2025, up from 12% ²⁹ in FY 2024, while Canada decreased from 88% ³⁰ to 49% ³¹ [Item 7, Revenues from continuing operations].

Significant operational developments during the period included the acquisition of Stronghold Digital Mining, Inc. on March 14, 2025, which added two established sites in Pennsylvania with potential for large-scale HPC data centers and contributed to a 1.4 EH/s ³² increase in hashrate [Item 1, Strategic Transformation; Item 7, Revenues from continuing operations]. The company also exited Latin American operations, discontinuing all operations in Argentina and agreeing to divest all operations in Argentina and Paraguay for up to $108 million ³³ of expected proceeds [Item 1, Strategic Transformation]. A commitment of $129 million ³⁴ was made for critical equipment and building materials through a turnkey agreement with Vertiv Group at Moses Lake, the company's first HPC data center development project [Item 1, Strategic Transformation]. At Panther Creek, 350 MW ³⁵ of contracted firm power capacity was secured, and nearly 320 acres ³⁶ of contiguous land were assembled [Item 1, Strategic Transformation]. In October 2025, the company acquired the Sharon property in Pennsylvania for $38.7 million ³⁷ [Item 7, Company Overview].

Management anticipates initial data center revenue generation to begin in 2027 [Item 1, Lines of Business and Business Model]. The company's strategic transformation involves reallocating its Infrastructure Assets from Bitcoin Mining to HPC data centers, with the intention of leasing capacity to hyperscalers, cloud service providers, AI companies, and enterprises under long-term contracts [Item 1, Lines of Business and Business Model]. These contracts are expected to deliver higher cash flows per megawatt and greater revenue predictability than Bitcoin Mining [Item 1, Lines of Business and Business Model]. The company plans to operate its Bitcoin Mining assets to the extent they remain profitable and until they are decommissioned to facilitate HPC data center construction [Item 1, Lines of Business and Business Model].

A major growth vector is the development of HPC data centers designed to support HPC and AI workloads [Item 1, Lines of Business and Business Model]. The company is designing substantially all of its HPC data centers to support NVIDIA’s next-generation Vera Rubin GPUs, which are anticipated to deliver much higher energy density than NVIDIA’s current-generation Blackwell architecture [Item 1, Our Strategy]. Moses Lake is specifically designed for NVIDIA GB300 GPUs [Item 1, Our Strategy]. The company aims to capture lease demand in 2027 for Vera Rubin-ready capacity by proactively designing ahead of the anticipated hardware cycle [Item 1, Our Strategy]. The 2.2 GW power capacity pipeline, comprising 648 MW ³⁸ of secured capacity and 1,513 MW ³⁹ of planned capacity in development across U.S. Sites and Québec Sites, is intended to be allocated substantially to HPC data centers [Item 1, HPC Infrastructure Portfolio].

The operational outlook includes a focus on infrastructure development and ownership, avoiding competition in commoditized compute markets [Item 1, Our Strategy]. The company intends to de-risk projects by securing power and obtaining reasonably firm estimates for permit approvals before engaging in commercial discussions with potential tenants [Item 1, Our Strategy]. This approach is expected to enhance the ability to negotiate favorable rates and terms under multi-year agreements with creditworthy counterparties [Item 1, Our Strategy]. The company is building capabilities for HPC data centers by recruiting specialized expertise and partnering with industry-leading firms such as ASG, CBRE, Consertus, Corgan, Gensler, Langan, Syska Hennessy Group, Turner Construction Company, Vertiv, and WWT [Item 1, Building the Capabilities to Execute].

Planned capital allocation includes funding HPC data center development through permitting, leasing, and construction [Item 1, Financing Strategy]. The company's current financing framework includes project-level and/or parent-level debt financing, such as the Macquarie Credit Facility which provided up to $300.0 million ⁴⁰ for HPC data center development at Panther Creek [Item 1, Financing Strategy]. Equity-linked financing, such as the $588 million ⁴¹ of 1.375% Convertible Senior Notes due January 15, 2031, issued in October 2025, with approximately $569 million ⁴² of net proceeds, is also a component [Item 1, Financing Strategy]. The company expects to finance the construction phase of development with a combination of project- and/or parent-level debt and equity-linked sources [Item 1, Financing Strategy]. As of March 30, 2026, the company has approximately $520 million ⁴³ in liquidity, comprising cash and Bitcoin, which is believed to be sufficient to fund operations, including development of HPC data centers through permitting and leasing at Washington, Sharon, and Panther Creek sites without additional external financing [Item 1, Financial Capacity].

Management explicitly flagged several structural headwinds and execution risks to the growth plan. There is no assurance that Vera Rubin GPUs will ship on the anticipated timeline, that design assumptions will prove accurate, or that expected demand will materialize [Item 1, Our Strategy]. The increased focus on developing HPC and AI data centers may not become profitable and may divert resources from Bitcoin Mining operations [Item 1A, Summary of Risk Factors]. The capital-intensive nature of constructing HPC data centers and the potential inability to secure financing for such efforts are also risks [Item 1A, Summary of Risk Factors]. Significant competition for suitable data center sites and regulatory constraints could adversely impact the development pipeline [Item 1A, Summary of Risk Factors]. The company's dependence on significant customers for HPC data centers and the risk of customer default or failure to make timely payments are also concerns [Item 1A, Summary of Risk Factors].

Geographic, regulatory, and macro factors identified as constraints include the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin Mining, which may negatively impact expansion efforts [Item 1A, Summary of Risk Factors]. Political uncertainty in the U.S. and internationally, including potential regulatory and policy changes affecting the cryptocurrency and data center industries, is a risk [Item 1A, Summary of Risk Factors]. Specifically, in Québec, Decree 88-2026, published on February 18, 2026, instructs the Régie to treat cryptocurrency Mining as having lower strategic and economic value than traditional data centers, directing an increase in the applicable tariff (Tarif CB) to match the current punitive tariff rate [Item 1A, Risks Related to our Operations]. Hydro-Québec subsequently filed a request proposing drastic price increases, including a 166% to 193% ⁴⁴ increase in the power demand charge and up to a 199% ⁴⁵ increase in energy consumption rates [Item 1A, Risks Related to our Operations]. If these proposed tariff increases are implemented, cryptocurrency Mining operations in Québec will become economically unviable [Item 1A, Risks Related to our Operations]. In Washington State, Grant PUD approved a 10.6% ⁴⁶ rate increase for Schedule 17, effective April 1, 2026 [Item 1A, Risks Related to our Operations].

The company faces material risks across several domains. Macroeconomic risks include the high volatility of Bitcoin prices, which has significantly affected and will continue to affect profitability, and adverse global financial conditions and market volatility that could impact the ability to obtain financing and result in declines in asset values and share price [Item 1A, Summary of Risk Factors; Item 1A, Risks Related to Ownership of Our Common Shares]. Competitive risks stem from intense competition from other Bitcoin Mining companies and established HPC data center operators, some with greater resources and experience, as well as competition for suitable data center sites and engineering talent [Item 1A, Summary of Risk Factors; Item 1A, We operate in intensely competitive industries]. Regulatory and geopolitical risks include the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin Mining, which may negatively impact expansion efforts, and political uncertainty in the U.S. and internationally, including potential regulatory and policy changes [Item 1A, Summary of Risk Factors]. Specifically, in Québec, Decree 88-2026 and proposed tariff increases of 166% to 193% ⁴⁷ in power demand charges and up to 199% ⁴⁸ in energy consumption rates could render cryptocurrency Mining operations economically unviable [Item 1A, Risks Related to our Operations]. Operational risks include dependence on reliable and economical sources of power, reliance on a limited number of third-party suppliers and manufacturers exposing the company to supply chain disruptions, and delays or cost overruns associated with facility development [Item 1A, Summary of Risk Factors]. Cybersecurity threats and hacking attacks could compromise systems and data, leading to material adverse effects [Item 1A, Summary of Risk Factors]. The company also has a limited operating history and history of operating losses, with a loss from continuing operations of $208.5 million ⁴⁹ for the year ended December 31, 2025 [Item 1A, Risks Related to our Business].

Management's message to shareholders emphasizes a significant strategic transformation, pivoting away from historical Bitcoin Mining operations in the Americas to concentrate on the U.S. HPC data center market [Item 7, Company Overview]. This realignment is driven by growing demand for AI compute capacity and the volatility and operational challenges associated with Latin American jurisdictions [Item 7, Company Overview]. The company's mission is to deliver the infrastructure and energy required to support HPC and AI workloads [Item 1, Company Overview]. Management expects to complete the U.S. Redomiciliation on or about April 1, 2026, with the new entity, Keel Infrastructure Corp., trading under the ticker symbol "KEEL" on Nasdaq and TSX [Item 7, Company Overview]. Key strategic priorities for the period ahead include leveraging existing Infrastructure Assets, which represent a 2.2 GW ⁵⁰ power capacity pipeline, for HPC data center development [Item 7, Company Overview], securing long-term contracts with hyperscalers, cloud service providers, AI companies, and enterprises to deliver higher cash flows per megawatt and greater revenue predictability than Bitcoin Mining [Item 1, Lines of Business and Business Model], and designing HPC data centers to support next-generation GPU platforms like NVIDIA's Vera Rubin to capture future lease demand [Item 1, Our Strategy].