KEEL

keel-20260810

false000181247700018124772026-08-102026-08-10

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): August 10, 2026

Keel Infrastructure Corp.

(Exact name of registrant as specified in its charter)

Delaware001-4037041-4266374

(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 valueKEEL  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. ☐

Item 2.02. Results of Operations and Financial Condition.

On August 10, 2026, Keel Infrastructure Corp. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information contained in this Item 2.02, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filings, unless expressly incorporated by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit NumberDescription

99.1* Press Release dated August 10, 2026

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

*Filed herewith

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: August 10, 2026By: /s/ Jonathan Mir

Jonathan Mir

Chief Financial Officer

EX-99.1

2 ea028991401ex99-1.htm

PRESS RELEASE DATED MAY 11, 2026

Exhibit 99.1

Keel Infrastructure Reports First Quarter 2026 Results

Zoning secured and site development on track across near-term sites: Panther Creek, Sharon, and Moses Lake

Strong balance sheet with $533 million of liquidity as of May 8, 2026 to support site development through lease signing at near-term sites

NEW YORK, May 11, 2026 - Keel Infrastructure Corp. (NASDAQ/TSX: KEEL) (“Keel Infrastructure” or “Keel”), a North American digital and energy infrastructure company, today reported its financial results for the quarter ended March 31, 2026.

“Our rebranding to Keel Infrastructure marks the completion of a nearly two-year strategic transformation. We redomiciled to the United States, built out our team from the ground up, exited our Latin American megawatts and focused our development pipeline on some of the highest-demand and most supply constrained HPC/AI markets in North America,” said Ben Gagnon, CEO. “With that work done, we now enter this new chapter with strong momentum and the clear strategic vision of advancing Panther Creek, Sharon, and Moses Lake development and through lease execution in 2026.”

“Our liquidity stands at approximately $533 million. This fully funds the capital required to advance Panther Creek, Sharon, and Moses Lake through lease execution, start of construction at Moses Lake, and covers our G&A through 2028,” said Jonathan Mir, CFO. “With our strong liquidity we can continue developing at the speed our customers require while maintaining discipline and deploying capital where returns are most compelling.”

Strategic and Operational Highlights

●Redomiciled to the U.S. and rebranded to Keel Infrastructure, positioning Keel as a pure-play North American infrastructure development platform with enhanced strategic focus and operational alignment.

●Completed exit from Latin American megawatts through the closing of the Paso Pe site sale, streamlining the portfolio to concentrate capital and management resources on high-growth HPC/AI opportunities in North America.

●Secured zoning approvals and continued to advance site development across Panther Creek, Sharon, and Moses Lake, with land development and environmental permits in progress.

1

Liquidity

As of May 8, 2026, the Company had a total liquidity of approximately $533 million comprising approximately $336 million in unrestricted cash and approximately $197 million in unencumbered Bitcoin.

The Company sold 269 Bitcoin for $20 million in proceeds during the period beginning January 1, 2026, and ending May 8, 2026, as part of its previously communicated wind down of the Bitcoin position.

Q1 2026 Financial Highlights from Continuing Legacy Operations*

●Revenue of $37 million, down 23% year over year.

●General and administrative expenses of $27 million, compared to $18 million in Q1 2025. The difference was largely due to an increase in professional services related to our U.S. redomiciliation, U.S. GAAP conversion, and sale of the Paso Pe site that was completed on April 21, 2026.

●Operating loss of $98 million, including non-cash depreciation of $28 million, compared to an operating loss of $35 million in Q1 2025, which included $18 million of non-cash depreciation. Y/Y change primarily reflects a $41 million loss related to change in fair value of digital assets in Q1 2026, compared to a loss of $23 million in Q1 2025.

●Loss from continuing operations of $128 million, or a $0.21 loss per basic and diluted share, compared to a loss of $38 million, or a $0.08 loss per basic and diluted share, in Q1 2025. The changes reflect the increase in operating loss, and a $22 million loss from the extinguishment of the Macquarie credit facility in Q1 2026.

●Adjusted EBITDA** of negative $17 million, or negative 45% of revenue, down from $7 million or 14% of revenue in Q1 2025. The difference was largely due to an increase in energy and infrastructure expenses of $15 million and an unfavorable change of $7 million in the gain or loss from sale of digital assets.

*In 2025, the Company began to execute a strategic transformation, pivoting to North American HPC infrastructure and away from Bitcoin mining operations. Following the rebalancing of our portfolio, our Latin American assets are classified as sold or held for sale. The facilities have met the criteria and are now classified as discontinued operations. Continuing operations refer to our North American portfolio.

**Adjusted EBITDA is a non-GAAP financial measure and should be read in conjunction with, and should not be viewed as alternative to or replacement of measures of operating results and liquidity presented in accordance with U.S. GAAP. In addition, the Company’s non-GAAP measures are adjusted to exclude discontinued operations, to align with the presentation in our financial statements. Refer to reconciliation to the most comparable GAAP measure included at the end of this news release

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