TORONTO & NEW YORK — Bitfarms Ltd., a North American digital infrastructure and energy company, announced that its board has approved a plan to redomicile from Canada to the United States and rebrand under the name Keel Infrastructure.
The move, structured as a plan of arrangement, remains subject to shareholder, court and stock-exchange approvals. Company leadership says the transition is designed to strengthen its position in the rapidly growing high-performance computing (HPC) and artificial intelligence data center market.
Strategic Shift Toward U.S. HPC/AI Growth
CEO Ben Gagnon said the decision represents the final stage of a broader pivot toward the U.S. market.
“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. This transition will expand our access to new sources of capital, increase our eligibility for index inclusion, and simplify our story for U.S. investors, among other benefits that we believe support our ability to continue creating value for our shareholders.”
He added that the change will also help strengthen relationships across the company’s supply chain.
“As a business, fortifying our U.S. footprint will bring significant benefits including reducing complexity for potential customers and enhancing our current relationships with suppliers and energy providers. We look forward to continued engagement with our shareholders to outline our clear path forward for value creation as a U.S. company.”
Under the proposal, each existing Bitfarms share would be exchanged for one share of the new Delaware-based parent company, expected to trade on Nasdaq and the TSX under the ticker KEEL.
Why ‘Keel Infrastructure’?
The company said the new name reflects a repositioning away from its historic Bitcoin-mining identity toward broader digital infrastructure.
“Our new name reflects how we think about infrastructure, how we’re building this company, and how we want to serve our future customers,” Gagnon said. “The keel is the structural backbone of a vessel—the largely unseen but critical foundation that provides stability and converts energy into forward motion.”
“We are no longer a Bitcoin company, we are an infrastructure-first owner and developer for HPC/AI data centers across North America. As we enter this next chapter, our focus is simple: we’re building the infrastructure for the compute of the future.”
The New York City office will become the company’s sole principal executive location after the move, though existing Canadian and U.S. operations are expected to continue unchanged.
The redomiciliation follows Bitfarms’ 2025 decision to convert its financial reporting to U.S. GAAP and expand its American energy and data-center footprint.
Shareholder Vote Set for March
The company will seek shareholder approval at a special meeting on March 20, 2026, with a record date of February 13. If approved, the transition is expected to close around April 1, 2026.
Bitfarms has retained Skadden Arps and Osler Hoskin & Harcourt as legal advisers, with Innisfree M&A and Laurel Hill Advisory acting as proxy agents.
Debt Repayment Strengthens Balance Sheet
In a parallel announcement, Bitfarms confirmed it will repay in full all amounts drawn under its $300-million Macquarie debt facility.
CFO Jonathan Mir said the decision improves financial flexibility.
“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. This is integral as we execute on the secured electrical capacity at our Panther Creek site.”
He added that liquidity remains strong.
“Our strong liquidity profile enables us to take this step now, ensuring we can allocate resources efficiently to maximize the value of our entire portfolio and continue advancing all our sites to NTP."
As of Feb. 5, Bitfarms reported $698 million in net liquidity, largely in unrestricted cash and some bitcoin. After repayment, net liquidity will decline by approximately $50 million.
About Bitfarms
Founded in 2017, Bitfarms operates vertically integrated data centers and energy infrastructure across North America with a 2.1-gigawatt portfolio. The company has been transitioning from cryptocurrency mining toward AI and HPC hosting, a sector experiencing explosive demand.
Forward-Looking Statements
The company noted that the redomiciliation and rebranding involve risks, including regulatory approvals, market conditions and the ability to secure long-term AI customers. Further details will be provided in the management information circular to be filed on SEDAR+ and EDGAR.
Investor Contact: Laine Yonker – investors@bitfarms.com
Media Contact: Tara Goldstein – tgoldstein@bitfarms.com
Originally reported by Bitfarms Ltd in The Globe And Mail.
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