Bitfarms Ltd. (NASDAQ/TSX: BITF) announced that its shareholders voted in favor of a special resolution to redomicile the company from Canada to the United States and rebrand it as Keel Infrastructure. The resolution was approved by approximately 99.3% of votes cast at a virtual special meeting held on March 20, 2026.
The redomiciliation plan will take effect on or about April 1, 2026. It involves the creation of a Delaware‑based parent company, Keel Infrastructure Corp., and the exchange of each Bitfarms common share for one share of Keel common stock. The Toronto Stock Exchange has conditionally approved the arrangement, and the company’s shares will begin trading on Nasdaq and the TSX under the ticker “KEEL” two business days after the effective date.
Management explained that the rebranding and redomiciliation are part of a broader strategic pivot toward high‑performance computing (HPC) and artificial‑intelligence (AI) data center services. “Today’s vote is an endorsement of our hard work over the course of more than a year, and an important milestone in our strategic pivot,” CEO Ben Gagnon said. “We restructured the business, rebalanced and grew the portfolio, recruited a team of proven experts, and strengthened our balance sheet which now lets us move with determination and flexibility.” The company plans to convert its Washington site to HPC/AI workloads, with the potential to generate higher net operating income than its legacy Bitcoin mining operations.
Financially, Bitfarms’ Q3 2025 results highlighted the challenges that prompted the pivot. Total revenue rose 156% to $69 million, yet the company posted a net loss of $46 million, or $0.08 per share. Gross margin was –2.8% and EBIT margin was –44.9%, while gross mining profit margin was 35% and adjusted EBITDA margin was 28%. Liquidity stood at $814 million as of November 12, 2025. The stark contrast between mining profitability and overall operating losses underscored the need for a more stable revenue base, which the company believes the HPC/AI segment can provide.
Investors reacted with caution, reflecting concerns about the company’s ongoing profitability and the execution risk associated with the transition. While the redomiciliation offers access to U.S. capital markets and potential index inclusion, the shift also requires significant investment and carries uncertainty about the speed and scale of revenue generation from AI workloads.
The company’s forward outlook remains focused on leveraging its existing power infrastructure to support the new HPC/AI operations. Management emphasized that the conversion of the Washington site could produce more net operating income than Bitcoin mining, providing a strong cash‑flow foundation to fund operating expenses, debt service, and capital expenditures as the company winds down its mining business in 2026 and 2027. The rebrand to Keel Infrastructure signals a commitment to a North American digital infrastructure strategy, positioning the company to capture growing demand for AI and data‑center services while maintaining its cash‑generating mining portfolio as a foundation for future growth.
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