Cathedra Bitcoin Announces Securityholder Approval of Plan of Arrangement
Cathedra shareholders overwhelmingly approve Sphere 3D merger, but with the stock down 84% from its 52-week high, the market questions if the sum of the parts outweighs the dilutive all-stock structure.
The most recent news release (May 15, 2026) announces that Cathedra Bitcoin securityholders voted overwhelmingly (99.95%) to approve the plan of arrangement with Sphere 3D Corp. The transaction is expected to close on June 1, 2026, following a final court hearing scheduled for May 25, 2026. This follows a series of earlier releases: on May 4, 2026, the company detailed the structure of Series I preferred shares designed to cap certain shareholders’ voting power and ownership; on April 8, 2026, it announced a new hosting agreement for 80% of its 15 MW Shire site; on March 24, 2026, it reported a full-year net loss of C$9.7 million and the definitive merger agreement; and on March 5, 2026, the all-stock business combination was formally announced. Historical news from late 2025 focuses on a new 15 MW data center, a small private placement, and strategic shifts toward power infrastructure and hosting.
The May 15 securityholder approval is a necessary and expected procedural step that moves the Sphere 3D merger closer to completion. The 99.95% vote leaves no doubt about shareholder support, but this outcome was widely anticipated given the board’s unanimous recommendation and the stock’s precipitous decline. The approval itself does not contain any new, unexpected, or market-moving information that materially changes the investment case. It confirms execution risk is diminishing, yet the transaction’s fundamental dilutive and structural concerns remain. The share price has been stagnant around $0.30–$0.36 for nearly two months, and this news did not trigger any notable price movement. The deal’s value to Cathedra shareholders is undermined by the all-stock structure, the post-closing ownership caps forcing certain large holders into illiquid, non-voting preferred shares with a staged three-year conversion, and the ~49% equity allocation being subordinate to Sphere’s existing capital structure. This is a milestone, but not a material positive catalyst.
Cathedra Bitcoin Inc. is a bitcoin mining and high-density computing infrastructure company operating primarily in Kentucky and Tennessee. Its flagship operational narrative is the build-out of power capacity—from ~30 MW in early 2025 to 45 MW across four data centers by late 2025, with a stated target exceeding 60 MW. However, the company’s true flagship initiative today is the pending all-stock merger with Sphere 3D Corp., which would create a combined entity controlling 53 MW and 1.2 EH/s of hash rate and retaining Sphere’s NASDAQ listing. The standalone financial profile is weak: FY2025 revenue of C$21.2 million and a net loss of C$9.7 million.