Bitfarms Shareholders Back Redomiciliation, Pivot Progresses but Core HPC Risks Unchanged

What happened

Bitfarms shareholders have approved the U.S. redomiciliation plan, putting the company on track to complete the move and rebrand as Keel Infrastructure around April 1, 2026. This step aligns with the base scenario in the DeepValue report, which views the governance change as a near-term catalyst to improve trading access and investor perception. The approval follows recent financing efforts, including a $588 million convertible notes offering and the repayment of the Macquarie facility, aimed at funding the pivot from Bitcoin mining to HPC/AI data-center infrastructure. However, the news does not address the critical missing element: disclosed HPC/AI leases or pre-leases that would convert the company's power pipeline into bankable cash flows. Investors must now watch for signs of contracted demand and project financing, as the stock's valuation remains tied to execution risks in the coming months.

Implication

Short-term, the stock may see modest support from the cleared redomiciliation hurdle, but this is already priced into the base case. The real implication is that the company's pivot remains unproven, with external expectations suggesting no HPC leases until late 2026, delaying revenue visibility. Liquidity pressures have increased post-Macquarie repayment, raising the stakes for securing project-level financing without dilutive terms. Without signed tenant agreements, Bitfarms' infrastructure narrative lacks monetization, keeping downside risks elevated if development timelines slip. Investors should maintain a 'WAIT' stance, focusing on upcoming catalysts like lease disclosures and financing terms rather than this incremental step.

Thesis delta

The shareholder approval confirms the redomiciliation is proceeding as planned, reinforcing the base case scenario without altering the fundamental risks. No shift in the 'WAIT' rating is warranted, as the thesis still hinges on securing HPC leases and project finance before liquidity optics tighten. The emphasis remains on monitoring for contracted megawatts and financing clarity over the next 3-6 months to validate the pivot.