Form 8-K Keel Infrastructure Corp For: Jun 11
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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). |
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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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ATTACHMENTS / EXHIBITS
LETTER FROM PRICEWATERHOUSECOOPERS LLP (CANADA) TO THE SEC, DATED JUNE 16, 2026