Keel Infrastructure Corp 2026年季度报告

GENERAL MATTERS In this Quarterly Report on Form 10-Q for the quarter ended March 31, 2026 (referred to herein as this “Quarterly Report”) “we”,“us”, “our”, and the “Company” refer to Keel Infrastructure Corp., a Delaware corporation (“Keel”) and its consolidated subsidiaries,including Bitfarms Ltd., a corporation existing under the laws of the Province of Ontario (“Bitfarms”) unless the context requires Effective as of 12:01 a.m. (Eastern Daylight Time) on April 1, 2026, Keel became the ultimate parent company of Bitfarms and itssubsidiaries pursuant to a statutory plan of arrangement under Section 182 of the Business Corporations Act (Ontario) (the“Arrangement”) as part of Bitfarms’ previously announced intention to redomicile from Canada to the United States (the “U.S.Redomiciliation Transaction”). Pursuant to the Arrangement, Keel indirectly acquired all of the issued and outstanding common shares The common shares of Bitfarms were listed on the Nasdaq Stock Market (“Nasdaq”) and the Toronto Stock Exchange (the “TSX”)and registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) prior to the U.S.Redomiciliation Transaction. Keel is the successor issuer to Bitfarms pursuant to Rule 12g-3(a) under the Exchange Act, and thecommon stock of Keel is therefore deemed to be registered under Section 12(b) of the Exchange Act. Keel reported this succession on This Quarterly Report on Form 10-Q is filed by Keel as successor issuer to Bitfarms, but it relates to the quarter ended March 31, 2026which ended prior to the closing of the U.S. Redomiciliation Transaction. References in this report to the “Annual Report” refer toBitfarms’ Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed on March 31, 2026, for which Keel is the Keel and the associated Keel logo are registered trademarks of Keel Infrastructure Corp. or its subsidiaries. All other trademarks andbrand names used herein are the property of their respective owners. Unless we indicate otherwise: (i) all dollar amounts are expressed in U.S. dollars; and (ii) all references to “USD” or “$” are to U.S. dollars and all references to “CAD” are to Canadian dollars.Note that use of the word “including” in this Quarterly Report means “including, without limitation.”Unless we indicate otherwise, all information in this Quarterly Report is stated as of May 8, 2026. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of1995, Section 27A of the Securities Act, and Section 21E of the Exchange Act. Forward-looking statements generally are identified bywords such as “intend,” “plan,” “may,” “should,” “will,” “project,” “estimate,” “anticipate,” “believe,” “expect,” “continue,”“potential,” “opportunity,” “predict,” “forecast,” “target,” “seek,” “could,” “would” and similar expressions, or the negatives thereof.All statements other than statements of historical fact are statements that could be deemed forward-looking statements. Such ●our limited operating history and history of operating losses, which make it difficult to evaluate our business and prospects; ●our evolving business model and strategy, including our strategic transformation from Bitcoin mining to digital infrastructure,including high-performance computing (“HPC”), which may not be successful; ●our dependence on reliable and economical sources of power, including regulated electricity rates in Québec (Canada),Pennsylvania and Washington State (United States); ●our reliance on a limited number of third-party suppliers and manufacturers, including those in foreign jurisdictions, exposingus to supply chain disruptions, trade restrictions, and tariff risks; ●delays, cost overruns, and other risks associated with the continued development of our existing and planned facilities; ●intense competition from other pivoting Bitcoin mining companies and established data center operators, some of which mayhave greater resources and experience; ●the potential inadequacy of our insurance coverage to protect against all losses; ●our increased focus on developing data centers dedicated to HPC and AI workloads may not become profitable and will divertresources from our Bitcoin mining operations; ●the capital-intensive nature of constructing data centers and our potential inability to secure financing for such efforts; ●significant competition for suitable data center sites and regulatory constraints that could adversely impact our developmentpipeline;●our dependence on significant customers for our data centers, and the risk of customer default or failure to make timelypayments;●the rapidly evolving regulatory landscape surrounding HPC, AI, and Bitcoin mining, which may negatively impact ourexpansion efforts;●the high volatility of Bitcoin prices, which has significantly affected and will continue to affect the