Keel Infrastructure Corp. saw its stock inch higher Wednesday morning, gaining 0.83% to $5.47 in early Nasdaq trading, after the company finalized a $458 million convertible-note offering that was initially proposed last week. The completion of the financing removes some near-term uncertainty for investors as the company, formerly known as Bitfarms, accelerates its pivot toward artificial intelligence data-center projects.
According to a June 9 filing with the Securities and Exchange Commission, Keel issued $458 million of 1.250% convertible senior notes due 2032. The deal included the full exercise of a $58 million option available to initial purchasers. The offering had been upsized from an initial $350 million plan to $400 million, and ultimately to $458 million after investors exercised the entire option.
The company expects net proceeds of approximately $445.4 million, after deducting estimated offering expenses and capped-call costs. Keel said it intends to use the funds for general corporate purposes, potentially including deposits on long-lead equipment and letters of credit to support data-center expansion and acceleration projects. The additional capital provides some bullish momentum, giving Keel more flexibility to push forward with its AI infrastructure ambitions.
However, the deal also brings dilution risks. The notes convert at an initial price of around $7.41 per share, roughly 25% above Keel's Nasdaq close of $5.93 on June 4. To manage potential dilution, Keel entered into capped-call transactions with a strike price starting at $11.86 per share—double the June 4 close. The capped calls cost about $41.7 million, as disclosed in the SEC filing. The filing also indicated that up to 77.2 million shares could be issued initially upon conversion, subject to typical adjustments.
Keel warned that the capped-call hedge could influence trading in its stock. The company noted that hedge counterparties or their affiliates might purchase shares or use derivatives immediately after pricing, and could later adjust their hedges in the secondary market, potentially affecting the price of Keel's common shares or the notes.
The company is raising capital as it seeks to shed its Bitcoin mining roots and reposition itself as a North American digital infrastructure and energy player. Keel now describes itself as a builder of data centers and energy projects for high-performance computing, targeting AI and similar workloads. It claims a 2.2-gigawatt pipeline, with grid connections in Pennsylvania, Washington and Québec.
Investors will be watching whether the new cash allows Keel to accelerate projects at Panther Creek, Sharon, and Moses Lake. The company said it plans to use existing liquidity for those projects through leasing, while the additional funds should provide flexibility for "value-add investments" in ongoing developments. Keel already had a sizable balance sheet before this deal, with about $533 million in liquidity as of May 8, including $336 million in unrestricted cash and $197 million in unencumbered Bitcoin. Earlier in 2026, the company sold 269 Bitcoin for $20 million, continuing a plan to wind down its Bitcoin holdings.
Operational performance remains uneven. First-quarter revenue from continuing legacy business dropped 23% year-over-year to $37 million, while the loss from continuing operations widened to $128 million from $38 million a year earlier. Adjusted EBITDA swung to negative $17 million, compared to positive $7 million in the same period last year.
Keel's transition to AI infrastructure carries risks, including potential delays, cost overruns, or unfavorable lease agreements. The company acknowledges its short track record and ongoing losses. Other risks include construction setbacks, dependence on power prices, supplier issues, competition in the data-center space, customer payment defaults, capped-call counterparty risk, and dilution from the convertible notes.
For now, the market views the completed financing as a mild positive, but not a full reset. Traders are focused on whether Keel can move its Panther Creek, Sharon, and Moses Lake projects from funded plans to leased AI infrastructure before the new convertible debt becomes the dominant factor for investors.
