NASDAQ: KEEL

Keel Infrastructure Corp.

CIK 0001812477 · SIC 6199 · Finance Services

Small Revenue $229M Assets $1.4B as of Oct 11, 2026

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10-Q Filed Aug 10, 2026 · Period ending Jun 30, 2026 Red flag

KEEL: revenue $30.4M, net income -$65.0M. Keel (ex-Bitfarms) exits U.S. Bitcoin mining, pivots to HPC/AI; Q2 loss widens

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8-K Filed Aug 10, 2026 · Period ending Aug 10, 2026

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8-K Filed Jul 6, 2026 · Period ending Jul 5, 2026

Keel Infrastructure appoints Ganesh Aiyer as President to lead commercial expansion

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8-K Filed Jun 16, 2026 · Period ending Jun 11, 2026

Keel Infrastructure switches to PwC USA from PwC Canada following U.S. redomiciliation

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8-K Filed Jun 10, 2026 · Period ending Jun 9, 2026

Keel Infrastructure raises $458M via 1.25% convertible notes due 2032 at $7.41 conversion price

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8-K Filed Jun 5, 2026 · Period ending Jun 4, 2026

Keel prices $400M convertible notes offering, upsized from $350M, to fund data center growth

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8-K Filed Jun 4, 2026 · Period ending Jun 4, 2026

Keel Infrastructure announces $350M convertible notes offering to fund data center expansion

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10-Q Filed May 11, 2026 · Period ending Mar 31, 2026 Red flag

KEEL: revenue $37.0M, net income -$145.4M. Keel (ex-Bitfarms) pivots to HPC/AI data centers, exits Bitcoin mining amid Q1 loss

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10-K Filed Mar 31, 2026 · Period ending Dec 31, 2025

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424B3 Filed Jan 28, 2025

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Latest financial statements

From 10-Q filed Aug 10, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.

As filed

Consolidated Statements of Operations (Unaudited)

(Expressed in thousands of U.S. dollars, except per share amounts - unaudited)

Description Three months ended June 30, 2026 Three months ended June 30, 2025 Six months ended June 30, 2026 Six months ended June 30, 2025
Revenues 30,430 60,908 67,422 108,559
Cost of revenues (117,183) (64,794) (180,480) (112,169)
Gross loss (86,753) (3,886) (113,058) (3,610)
Operating expenses
General and administrative expenses (31,311) (19,384) (58,148) (37,002)
Change in fair value of digital assets (9,029) 16,283 (50,478) (6,750)
Realized (loss) gain on sale of digital assets (11,180) 16,005 (12,990) 20,982
(Loss) gain on disposition of property, plant and equipment and deposits (918) 1,791 (919) 2,348
Impairment of long-lived assets (1,583) — (3,569) —
Operating (loss) income (140,774) 10,809 (239,162) (24,032)
Interest income 2,885 460 6,608 1,262
Interest expense (2,114) (1,582) (5,714) (1,767)
Gain on derivative assets and liabilities 77,040 3,784 75,476 70
Loss on extinguishment of long-term debt — — (21,596) —
Other expenses (971) (275) (7,123) (488)
Total other income (expense) 76,840 2,387 47,651 (923)
(Loss) income before taxes from continuing operations (63,934) 13,196 (191,511) (24,955)
Income tax expense (17) — (14) (222)
(Loss) income from continuing operations (63,951) 13,196 (191,525) (25,177)
Loss from discontinued operations (1,044) (18,697) (18,823) (35,877)
Net loss (64,995) (5,501) (210,348) (61,054)
Earnings (loss) per common share
Basic earnings (loss) per share from continuing operations (0.11) 0.02 (0.32) (0.05)
Diluted earnings (loss) per share from continuing operations (0.11) 0.02 (0.32) (0.05)
Basic and diluted loss per share from discontinued operations — (0.03) (0.03) (0.07)
Basic and diluted loss per share (0.11) (0.01) (0.35) (0.12)
Weighted average number of common shares outstanding
Basic 605,370,634 555,843,347 603,983,769 528,157,206
Diluted continuing operations 605,370,634 560,569,145 603,983,769 528,157,206
Diluted discontinued operations 605,370,634 555,843,347 603,983,769 528,157,206
See accompanying notes to the unaudited condensed consolidated financial statements

Consolidated Balance Sheets (Unaudited)

(Expressed in thousands of U.S. dollars - unaudited)

Description As of June 30, 2026 As of December 31, 2025
Assets
Current
Cash 715,516 573,462
Accounts receivable, net 5,015 5,471
Digital assets 132,384 174,726
Digital assets restricted — 5,559
Other assets 4,316 2,825
Rights to renewable energy credits and waste tax credits 9,139 18,478
Assets held for sale 15,914 28,664
Short-term prepaid deposits 5,329 6,317
Inventories 8,853 8,676
Derivative assets — 2,287
Total current assets 896,466 826,465
Non-current
Rights to waste tax credits 2,069 —
Long-term derivative assets 78,800 5,200
Operating lease right-of-use assets, net 10,219 11,103
Finance lease right-of-use assets, net 1,916 2,127
Restricted cash 53,377 57,500
Long-term deposits and equipment prepayments 81,328 31,033
Property, plant and equipment, net 287,055 358,333
Intangible assets, net 2,936 2,983
Other non-current assets 1,600 1,600
Total assets 1,415,766 1,296,344
Liabilities
Current
Accounts payable and accrued expenses 46,693 46,443
Current portion of long-term debt 6,754 97,022
Current portion of operating lease liabilities 1,387 1,490
Current portion of finance lease liabilities 288 235
Derivative liabilities — 2,922
Total current liabilities 55,122 148,112
Non-current
Long-term debt 1,019,075 572,447
Operating lease liabilities 9,232 10,606
Finance lease liabilities 1,619 1,978
Deferred tax liability 65 65
Other non-current liabilities 1,937 2,761
Total liabilities 1,087,050 735,969
Commitments and contingencies (Note 21)
Stockholders’ equity
Preferred stock Class A $0.001 par value; 120,000,000 shares authorized; no shares issued and outstanding — —
Common stock, $0.001 par value per share; 1,500,000,000 shares authorized; 616,736,107 and 601,579,999 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively 617 602
Additional paid-in capital 1,150,928 1,172,254
Accumulated deficit (822,829) (612,481)
Total stockholders' equity 328,716 560,375
Total liabilities and stockholders' equity 1,415,766 1,296,344
See accompanying notes to the unaudited condensed consolidated financial statements

Consolidated Statements of Cash Flows (Unaudited)

(Expressed in thousands of U.S. dollars - unaudited)

Description Six months ended June 30, 2026 Six months ended June 30, 2025
Cash flows used in operating activities
Net loss (210,348) (61,054)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization 111,843 63,977
Impairment of long-lived assets 17,186 33,696
Total other (income) expenses (47,725) 489
Digital assets earned and hosting revenue received in Bitcoin (62,553) (135,127)
Stock-based compensation 13,512 7,768
Renewable energy credits earned (6,119) (6,540)
(Gain) loss on disposition of assets 759 (7,451)
Digital assets exchanged for services — 5,125
Realized loss (gain) on sale of digital assets 12,990 (20,982)
Other 1,205 250
Change in fair value of digital assets 50,478 6,750
Interest income received 6,217 873
Interest expenses paid (3,641) (1,145)
Income tax paid (877) (237)
Proceeds from disposition of renewable energy and waste tax credits 13,389 4,070
Changes in non-cash working capital components (13,931) 15,816
Net change in cash related to operating activities (117,615) (93,722)
Cash flows (used in) from investing activities
Proceeds from sale of digital assets 47,344 137,734
Purchase of property, plant and equipment and intangible assets (53,413) (62,063)
Proceeds from sale of property, plant and equipment and assets held for sale 2,330 3,045
Purchase of marketable securities (2,783) (9,628)
Proceeds from disposition of marketable securities 2,828 10,048
Purchase of derivative assets and liabilities — (78,463)
Settlement of derivative assets and liabilities 1,396 79,924
Equipment and construction prepayments (51,721) (4,771)
Proceeds from disposal of businesses 13,129 47,538
Acquisition of business — (48,084)
Investment in equity securities — (1,250)
Net change in cash related to investing activities (40,890) 74,030
Cash flows from financing activities
Repayment of long-term debt (113,637) (209)
Repayment of finance lease liabilities (280) (394)
Issuance of common shares and warrants — 23,608
Proceeds from long-term debt, net of transaction costs 445,124 47,544
Exercise of stock options 7,017 3
Purchase of capped calls (41,840) —
Net change in cash related to financing activities 296,384 70,552
Net increase in cash and restricted cash 137,879 50,860
Cash and restricted cash, beginning of the period 630,962 59,542
Exchange rates differences on currency translation 52 37
Cash and restricted cash, end of the period 768,893 110,439
Cash flows from discontinued operations 11,735 3,806
See accompanying notes to the unaudited condensed consolidated financial statements

Amounts as printed on the EDGAR/iXBRL face — (Expressed in thousands of U.S. dollars, except per share amounts - unaudited); (Expressed in thousands of U.S. dollars - unaudited). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗

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