Keel Infrastructure Corp.

8-K · ea0293748-8k_keelinfra.htm iXBRL

0001812477

 2026-06-04
 2026-06-04

 iso4217:USD

 xbrli:shares

 iso4217:USD

 xbrli:shares

  

  

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

  

 FORM  8-K

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of the Securities Exchange Act of 1934

  

 Date of Report (Date of earliest event reported):
 June 4, 2026

  

 Keel Infrastructure Corp.

 (Exact name of registrant as specified in its
charter)

  

 Delaware
  
 001-40370
  
 41-4266374

 (State or other jurisdiction

of incorporation)

  
 (Commission File Number)
  

 (I.R.S. Employer

Identification No.)

  

 120 Broadway , Suite 1075 , New York , New York
  
 10004

 (Address of principal executive offices)
  
 (Zip Code)

  

 Registrant’s telephone number, including
area code: ( 929 )- 264-5151

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ☐
 Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ☐
 Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ☐
 Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ☐
 Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant to Section 12(b)
of the Act:

  

 Title of each class
  
 Trading Symbol(s)  
  
 Name of each exchange on which registered

 Common Stock, $0.001 par value
  
 KEEL  
  
 Nasdaq Stock Market LLC

  

 Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging growth company ☐

  

 If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐

  

  

  

  

  

  

 Item 8.01. Other Events.

  

 On June 5, 2026, Keel Infrastructure
Corp. (the “Company”) issued a press release announcing the pricing of its offering of $400 million aggregate principal amount
of 1.250% convertible senior notes due 2032 (the “Notes”). The Company also granted the initial purchasers of the Notes an
option to purchase, for a 13-day period beginning on and including the date on which the Notes are first issued, up to an additional $58
million aggregate principal amount of Notes. The offering amount was increased from the previously announced offering size of $350 million
(or $408 million if the initial purchasers exercise their option to purchase the option in full).

  

 The Company also announced
its intention to use a portion of the net proceeds of the offering to fund the cost of entering into certain capped call transactions
and the remaining net proceeds for general corporate purposes, which may include funding deposits for long-lead equipment and/or collateralizing
letters of credit related to expanding and/or accelerating data center development projects. While the Company’s existing liquidity
is expected to be sufficient to develop Panther Creek, Sharon, and Moses Lake through leasing, the proceeds from this offering are expected
to improve the Company’s flexibility to make value-add investments across the Company’s current developments.

  

 A copy of this press release
is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

  

 Item 9.01 Financial Statements and Exhibits.

  

 (d) Exhibits

  

 Exhibit

Number
  
 Description

 99.1*
  
 Press Release, dated June 5, 2026, announcing pricing of Keel Infrastructure Corp.’s 1.250% convertible senior notes due 2032.

 104
  
 Cover Page Interactive Data File (embedded within the Inline XBRL document).

  

 *
 Filed herewith

  

 1

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

  
 Keel Infrastructure Corp.

  
 (Registrant)

  
  
  

 Date: June 5, 2026
 By:
 /s/ Jonathan Mir

  
  
 Jonathan Mir

  
  
 Chief Financial Officer

  

  

 2