Bitfarms Announces U.S. Redomiciliation Plan and Intent to Rebrand as Keel Infrastructure
Executive Summary
- Bitfarms’ Board approved a plan of arrangement to redomesticate the company from Canada to the United States, creating a new Delaware parent (“Keel Infrastructure”) and seeking shareholder approval at a special meeting on March 20, 2026.
- Upon completion (expected ~April 1, 2026), Bitfarms’ common shares will be exchanged for Keel Infrastructure U.S. Common Stock, which is expected to list on Nasdaq and the TSX under ticker KEEL.
- The company also announced full repayment of its $300 million Macquarie debt facility, reducing net liquidity by $50 million but strengthening its balance sheet for future project financing.
Key Details
- Redomiciliation Arrangement
- Board unanimously approved the plan; shareholder vote scheduled for March 20, 2026 (record date Feb 13, 2026).
- Each Bitfarms share will be exchanged for one share of Keel Infrastructure U.S. Common Stock.
- New parent to be incorporated in Delaware and operate under the name Keel Infrastructure.
- Anticipated ticker: KEEL on Nasdaq and TSX, subject to exchange approvals.
- Expected effective date: on or about April 1, 2026, pending shareholder, court, and exchange consents.
- Legal advisors: Skadden, Arps, Slate, Meagher & Flom LLP; Osler, Hoskin & Harcourt LLP.
- Proxy solicitation agents: Innisfree M&A Inc.; Laurel Hill Advisory Group.
-
Strategic communications advisor: Joele Frank, Wilkinson Brimmer Katcher.
-
Strategic Rationale
- Enhances access to U.S. capital markets, eligibility for index inclusion, and simplifies investor narrative.
- Aligns with the company’s pivot toward HPC/AI infrastructure development and a “infrastructure‑first” positioning.
-
Consolidates executive headquarters in New York City post‑redomiciliation.
-
Macquarie Debt Facility Repayment
- Formal notice given on Feb 5, 2026 to repay the full $300 million facility.
- Original facility secured April 2, 2025; converted Oct 10, 2025 for Panther Creek project financing.
- Total drawn to date: $100 million; $50 million of restricted cash associated with the facility.
- Net liquidity as of Feb 5, 2026: $698 million (primarily unrestricted cash and bitcoin).
-
Post‑repayment net liquidity will decrease by $50 million, leaving ample capital for ongoing development at Panther Creek, Washington, and Sharon sites.
-
Operational Impact
- Redomiciliation is not expected to affect existing operations or facilities in Canada or the U.S.
- Keel Infrastructure and its subsidiaries will continue business as currently conducted by Bitfarms.
Notable Quotes
“Bitfarms is officially launching the final phase of our pivot to the U.S., positioning us to more effectively execute on the significant opportunities we see ahead in HPC/AI infrastructure development.” – Ben Gagnon, CEO
“Repaying the Macquarie debt facility is a strategic move that strengthens our balance sheet and grants us the financial flexibility to secure more cost‑effective project financing.” – Jonathan Mir, CFO