SEC FORM 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ^*

Gagnon Benjamin

(Last)

(First)

(Middle)

120 BROADWAY

SUITE 1075

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2026

3. Issuer Name and Ticker or Trading Symbol
Keel Infrastructure Corp. [ KEEL ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Shares	1,073,269	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	⁽¹⁾	06/29/2026	Common Shares	500,000	3.6 ⁽²⁾	D
Stock Options (Right to Buy)	⁽³⁾	12/08/2026	Common Shares	125,000	5.84 ⁽²⁾	D
Stock Options (Right to Buy)	⁽⁴⁾	05/19/2027	Common Shares	312,500	1.76 ⁽²⁾	D
Stock Options (Right to Buy)	⁽⁵⁾	12/27/2027	Common Shares	200,000	0.39 ⁽²⁾	D
Stock Options (Right to Buy)	⁽⁶⁾	06/30/2028	Common Shares	50,000	1.36 ⁽²⁾	D
Stock Options (Right to Buy)	⁽⁷⁾	12/22/2028	Common Shares	250,000	2.75 ⁽²⁾	D
Stock Options (Right to Buy)	⁽⁸⁾	09/30/2029	Common Shares	500,000	2.16 ⁽²⁾	D
Restricted Stock Units	⁽⁹⁾	⁽⁹⁾	Common Shares	646,738	⁽¹⁰⁾	D

Explanation of Responses:

1. On June 29, 2021 the reporting person was granted 500,000 stock options which have fully vested.

2. The price was converted into its U.S. Dollar equivalent using the Bank of Canada daily exchange rate on March 30, 2026 (at CAD 1.00 = USD 0.718).

3. On December 8, 2021 the reporting person was granted 125,000 stock options which have fully vested.

4. On May 19, 2022 the reporting person was granted 312,500 stock options which have fully vested.

5. On December 27, 2022 the reporting person was granted 200,000 stock options which have fully vested.

6. On June 30, 2023 the reporting person was granted 50,000 stock options which have fully vested.

7. On December 22, 2023 the reporting person was granted 250000 stock options which have fully vested.

8. On September 30, 2024 the reporting person was granted 500,000 stock options which vest in equal installments at September 30, 2024, March 30, 2025, September 30, 2025 and March 30, 2026.

9. Represents restricted stock units ("RSUs") that vest yearly in three equal installments starting July 10, 2026.

10. Each RSU represents a contingent right to receive one common share or an equivalent value in cash at the issuer's election.

Remarks:

Exhibit List - Exhibit 24.1 Power of Attorney

	/s/ Rachel Silverstein, as attorney-in-fact	04/01/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

ATTACHMENTS / EXHIBITS

ATTACHMENTS / EXHIBITS

EX-24.1 - POWER OF ATTORNEY