Keel Infrastructure 更換核數師以配合從加拿大遷冊美國

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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 11, 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
4.01. Changes in Registrant’s Certifying Accountant.

 

Approval of the New Independent Registered Public Accounting Firm

 

On June 11, 2026, the Audit Committee of the Board
of Directors (the “Audit Committee”) of Keel Infrastructure Corp. (the “Company”) approved PricewaterhouseCoopers
LLP (United States) (“PwC USA”) as the Company’s new independent registered public accounting firm for the fiscal year ending
December 31, 2026.

 

During the fiscal years ended December 31, 2025
and December 31, 2024, and the subsequent interim period through June 11, 2026 , neither the Company nor anyone acting on its behalf consulted
with PwC USA regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the
type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice
was provided to the Company by PwC USA that PwC USA concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a “disagreement”
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a “reportable event” (as described in Item
304(a)(1)(v) of Regulation S-K).

 

Dismissal of Independent Registered Public Accounting Firm

 

On June 11, 2026, in connection with the engagement
of PwC USA, the Audit Committee approved the dismissal of PricewaterhouseCoopers LLP (Canada) (“PwC Canada”) as the Company’s
independent registered public accounting firm. The decision to dismiss PwC Canada was recommended and approved by the Audit Committee
due to the Company’s redomiciliation from Canada to the United States.

 

The audit reports of PwC Canada on the Company’s
consolidated financial statements as of and for each of the fiscal years ended December 31, 2025 and 2024, did not contain an adverse
opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

 

During the fiscal years ended December 31, 2025
and December 31, 2024, and the subsequent interim period through June 11, 2026, there were (i) no “disagreements” (as defined
in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) between the Company and PwC Canada on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction
of PwC Canada, would have caused PwC Canada to make reference to the subject matter of the disagreement in connection with its report
on the Company’s consolidated financial statements for such periods; and (ii) no “reportable events” of the type described in
Item 304(a)(1)(v) of Regulation S-K.

 

The Company provided PwC Canada with a copy of
the above disclosures contained in this Current Report on Form 8-K prior to the time this Current Report on Form 8-K was filed with the
U.S. Securities and Exchange Commission (the “SEC”), and requested that PwC Canada furnish the Company with a letter addressed
to the SEC stating whether or not it agrees with the statements made by the Company herein, and, if not, stating the respects in which
it does not agree. A copy of PwC Canada’s letter, dated June 11, 2026, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

 

Item
9.01. Financial Statements and Exhibits.

 

 
 Exhibit No.
  
 Description

 
 16.1
  
 Letter from PricewaterhouseCoopers LLP (Canada) to the SEC, dated June 16, 2026.

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

 

 

 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 16, 2026
 By: 
 /s/ Jonathan Mir

 
  
  
 Jonathan Mir

 
  
  
 Chief Financial Officer

 
 

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