Shares of Keel Infrastructure (NASDAQ: KEEL) — the company formerly known as Bitfarms — sank 10% to $5.36 in pre-market trading after the firm announced a proposed $350 million convertible senior notes offering just as crypto markets weakened overnight. The dual hit exposes the central tension facing a company trying to fund an expensive pivot from Bitcoin mining to AI data centers.
• A Massive Debt Deal on a Modest Market Cap. Keel announced on June 4 that it intends to offer $350 million in convertible senior notes due 2032.
It also plans to grant initial purchasers an option for up to an additional $58 million in notes , bringing the potential total to $408 million. Keel's market capitalization was roughly $1.29 billion as of late May. That means the full offering could represent more than 30% of the company's equity value. When convertible notes eventually convert into stock, they dilute existing shareholders — meaning each share would claim a smaller slice of the company.
• The Rebrand Hasn't Erased Bitcoin Risk. Keel rebranded in April to reflect its shift from Bitcoin mining toward AI and high-performance computing infrastructure. But the company still holds approximately 2,469 Bitcoin on its balance sheet , and today's slide in Ethereum (-5.3%) and Bitcoin (-0.7%) dragged the stock further. The old business still bleeds into the new story.
• The AI Pivot Needs Signed Contracts, Not Just Blueprints. CEO Ben Gagnon outlined the company's objective of signing three leases by year-end — at Panther Creek, Sharon, and Moses Lake.
The company claims a 2.2-gigawatt power pipeline across Pennsylvania, Quebec, and Washington, targeting lease execution in 2026 and site commissioning in 2027. But zero leases have been signed yet, and the company reported a $150 million operating loss in fiscal 2025. Until revenue-generating hyperscaler deals materialize, every capital raise is a bet on future cash flows that don't exist.
• The Balance Sheet Is Getting Layered Fast. As of fiscal year-end, Keel held about $520 million in liquidity — roughly $359 million in cash and $161 million in Bitcoin.
With approximately 603 million shares outstanding , adding $350 million or more in convertible debt stacks new obligations atop an already capital-hungry infrastructure build. The math only works if AI tenants show up.