Keel Infrastructure Corp.
For the period ended Sep 30, 2026. Filed Nov 5, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Sep 30, 2026 · Filed Nov 5, 2026
KEEL$1.96+4.8%Stored close · as of Nov 9, 2026
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2026-06-30; filed 2026-08-10.
0001812477-26-000023
Item 1A. RISK FACTORSCurrent report: 10-Q
Period ended 2026-09-30; filed 2026-11-05.
0001812477-26-000040
Item 1A. RISK FACTORSThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 4 previous paragraphs and 28 current paragraphs.
2 unchanged; 2 reworded; 24 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 0 previous and 4 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (24)
Current report
The risk factors below supplement, and to the extent inconsistent, supersede the risk factors in the Annual Report, including those relating to our Bitcoin Mining operations in the United States and our Bitcoin holdings, which are no longer applicable as described below.
Current report
Growing public, community and political opposition to data center development, and resulting governmental action, could delay, restrict or prevent the development and operation of our data centers and materially adversely affect our business.
Current report
Our strategy depends on converting our Infrastructure Assets into data centers for HPC and AI workloads. Data centers have become the subject of intense public, community and political scrutiny regarding their consumption of electricity and water, their effect on grid reliability and consumer utility rates, noise, air quality, land use and the perceived limited local economic benefit relative to the resources consumed. Opposition has been organized by local residents, environmental, agricultural preservation and anti-growth groups and other interest groups, and political candidates have campaigned on platforms opposing data center development or calling for increased restrictions. In addition, growing public skepticism of AI, including concerns regarding its effect on employment, privacy and safety, may intensify opposition to infrastructure perceived as enabling AI, regardless of a site's local impacts.
Current report
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
Current report
Growing public, community and political opposition to data center development, and resulting governmental action, could delay, restrict or prevent the development and operation of our data centers and materially adversely affect our business.(Continued)
Current report
Opposition may also be directed at the power infrastructure supporting our sites, including our coal refuse power generation facilities, any on-site natural gas generation we develop at Scrubgrass, and new transmission lines and substations to be constructed by utilities to serve our sites. Any resulting delay in, or disruption of, power supply to our data centers could prevent us from meeting our obligations under future customer agreements. Opponents may also challenge permits and approvals in court, seek injunctions, conduct media campaigns and protests, or take direct action that disrupts construction or our customers' operations.
Current report
In response, governmental authorities have adopted or are considering moratoria, restrictive zoning, heightened permitting and environmental review requirements, water-use standards, reporting obligations and other measures that prohibit or significantly constrain data center development. For example, in 2026 the governors of New York and Texas implemented temporary moratoria on data center development, and the Governor of Pennsylvania, where our Panther Creek, Scrubgrass and Sharon sites are located, issued an executive order placing significant constraints on data center development in the Commonwealth. County and municipal authorities may adopt similar measures, and governments may also reduce or repeal property, sales and use tax abatements or exemptions, impose data center-specific taxes or levies, or adopt large-load tariffs and interconnection rules that allocate grid and capacity costs to large customers such as us.
Current report
In Canada, certain regulatory bodies and governments have taken steps to increase the cost of electricity for certain uses, including Bitcoin Mining and data center operations. In Québec, for example, the government adopted Orders-in-Council 88-2026 and 89-2026, directing the Régie de l'énergie to consider specific economic, social and environmental concerns, including a minimum rate floor, when setting new electricity rates for cryptocurrency Mining and data centers. Hydro-Québec subsequently filed a rate application with the Régie de l'énergie seeking approval of these new rates, including a proposed new rate for data centers and a modified rate for cryptocurrency Mining. While we are challenging both Orders-in-Council before the Superior Court of Québec and the Régie de l'énergie on the basis that they exceed the government's statutory authority and encroach on the Régie's exclusive jurisdiction to set just and reasonable electricity rates, there can be no assurance that our challenges will be successful. If the new rates are approved, the cost of electricity for our Québec sites could increase significantly, both for our remaining Bitcoin Mining operations and for any HPC and AI data centers we develop in Québec.
Current report
Any of these developments could cause us to delay, redesign, relocate or abandon projects, incur significant unrecoverable costs for land, power, engineering and equipment, lose prospective customers or financing, or be unable to satisfy development and delivery obligations under our utility and customer agreements. Even measures that do not apply directly to our sites could make our markets less attractive to prospective customers, reduce customer demand or delay customers' deployments. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations and growth prospects.
Current report
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
Current report
We have ceased Bitcoin Mining in the United States and sold our Bitcoin holdings, and our remaining revenue sources are limited and subject to significant regulatory and market risk until our data centers generate revenue.
Current report
We ceased Bitcoin Mining at our Washington State site on April 28, 2026, and at our Panther Creek, Scrubgrass and Sharon sites in Pennsylvania on June 29, 2026, to develop those sites into data centers for HPC and AI workloads. In the third quarter of 2026, we sold all of the Bitcoin we held in treasury and now generally sell the Bitcoin we mine on a daily basis. As a result, our revenue now consists principally of our remaining Bitcoin Mining operations in Québec and energy sales from our Panther Creek and Scrubgrass power generation facilities. Our energy sales from approximately 60 gross MW at Panther Creek and 63 gross MW at Scrubgrass are not contracted under an electric supply agreement and are exposed to PJM wholesale market prices, and our Bitcoin Mining revenue remains exposed to Bitcoin price volatility and Network Difficulty.
Current report
Our plans to convert our Québec sites to HPC and AI use remain subject to regulatory approvals and our Québec Mining operations are also subject to Orders-in-Council 88-2026 and 89-2026 described above and Hydro-Québec's proposed tariff increases, which, if implemented, would render cryptocurrency Mining in Québec economically unviable.
Current report
If our data center development is delayed or we are unable to secure customers on acceptable terms, we may have limited operating revenue for an extended period, which could materially adversely affect our liquidity, financial condition and results of operations.
Current report
Our indebtedness, and the substantial additional capital we expect to require to fund our data center development, could adversely affect our financial condition and our ability to execute our strategy.
Current report
As of September 30, 2026, we had $1,046.0 million aggregate principal amount of convertible senior notes outstanding, consisting of $588.0 million of 1.375% Convertible Senior Notes due 2031 and $458.0 million of 1.250% Convertible Senior Notes due 2032, and cash of $815.8 million. We currently have no revenue-generating HPC data center capacity in service, and for the nine months ended September 30, 2026, we incurred a net loss of $273.1 million and used $159.5 million of cash in operating activities. Because we have ceased Bitcoin Mining in the United States and sold all of the Bitcoin we held in treasury, we no longer have significant Mining cash flow from our U.S. sites or a digital asset reserve to support our liquidity or debt service. Completing the full build-out of our planned data center infrastructure will require significant additional capital beyond our current resources. Although we expect to fund a portion of these expenditures through the strategic use of cash available, we will need to supplement this source with external financing depending on market conditions and project timing.
Current report
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
Current report
Our indebtedness, and the substantial additional capital we expect to require to fund our data center development, could adversely affect our financial condition and our ability to execute our strategy.(Continued)
Current report
Our indebtedness and any future indebtedness could, among other things: require us to repay or refinance substantial principal amounts at maturity or upon a required repurchase; limit our ability to obtain additional financing for construction, working capital or other purposes; subject us to restrictive covenants; increase our vulnerability to adverse economic and industry conditions, including delays caused by opposition to data center development; place us at a competitive disadvantage to less leveraged competitors; and cause prospective customers to decline to contract with us due to concerns about our ability to complete and operate our facilities. Holders of the convertible notes may require us to repurchase their notes for cash upon a fundamental change, and we may not have sufficient funds to do so. We may be unable to refinance our indebtedness at or before maturity on acceptable terms or at all, and volatility in the financial markets, inflation, interest rates and trade policy uncertainty may limit our ability to access capital when needed. If we are unable to raise additional funds when needed or on acceptable terms, we may need to delay or reduce the scope of our data center development, and our business, financial condition and results of operations could be materially adversely affected.
Current report
KEEL INFRASTRUCTURE CORP. (formerly known as Bitfarms Ltd.)
Reworded paragraphs (2)
Previous wording
There have been no material changes from the risk factors set forth in Part I, Item 1A of our Annual Report. We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included in the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition, or results of operations.
Current wording
We are subject to various risks and uncertainties that could materially adversely affect our business, financial condition, results of operations, and the trading price of our common stock. You should carefully read and consider the risks and uncertainties included herein as well as in Part I, Item 1A "Risk Factors" of the Annual Report, together with all of the other information in the Annual Report and this Quarterly Report, including "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and our unaudited condensed consolidated financial statements and related notes, and other documents that we file with the SEC. The risks and uncertainties described in these reports may not be the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not material, may also become important factors that adversely affect our business, financial condition, or results of operations.
Previous wording
Except as reported in Item 3.02 of our Current Reports on Form 8-K filed with the SEC on April 1, 2026 and June 10, 2026, there were no sales of unregistered securities during the quarter ended June 30, 2026.
Current wording
There were no sales of unregistered securities during the quarter ended September 30, 2026.