Sphere 3D and Cathedra Bitcoin Announce Closing of Business Combination

The most recent news (June 1, 2026) confirms that Sphere 3D Corp. and Cathedra Bitcoin Inc. have closed the previously announced all‑stock plan of arrangement. Cathedra becomes a wholly owned subsidiary of Sphere, and the combined entity retains the Sphere 3D name and NASDAQ listing under ticker “ANY.” Cathedra subordinate voting shareholders received 0.123014 Sphere common shares per share (multiple voting shareholders received an equivalent economic consideration), while outstanding warrants and options were exchanged for corresponding Sphere securities. Certain key Cathedra holders are subject to a 7% post‑closing ownership cap, with excess paid in non‑voting preferred shares. The merged company will have 53 MW of power capacity across five data centers, 1.2 EH/s of mining hash rate, and a 100+ MW expansion pipeline aimed at AI/high‑performance computing. Additionally, Joel Block (formerly Cathedra CEO) becomes CEO of the combined entity, and Kurt Kalbfleisch remains CFO. The Cathedra shares will be delisted from the TSXV and OTCQB after the close of trading on June 2, 2026.

Historical news shows that the merger was first announced on March 5, 2026, approved by 99.95% of Cathedra securityholders on May 15, 2026, and received final court approval on May 25, 2026. Along the way, Cathedra also disclosed new hosting agreements (12 MW at Shire, a 10 MW agreement with Sphere 3D Mining), completed a 30:1 share consolidation, and reported a wider FY2025 net loss of C $9.7 million on revenue of C $21.2 million.

The closing of the merger is a routine positive event. It was fully anticipated following the March 5 announcement and all subsequent approvals, so it introduces no new, unexpected information. The completion removes the minimal remaining deal risk, but does not alter the fundamental value of the combined company beyond what was already priced in. There were no eleventh‑hour changes to the exchange ratio or material conditions, nor any competing bids. Because Cathedra shares stopped trading shortly after the announcement and were delisted, the market impact is largely moot for Cathedra holders; the relevance now shifts to the performance of Sphere 3D (ANY) stock. For Cathedra shareholders, the deal was always a rescue — the standalone business was shrinking and deeply unprofitable — so the closing provides a path to liquidity and potential upside via the NASDAQ‑listed vehicle. The rating remains “Routine – Positive” as it fulfills the previously communicated timeline without any adverse surprises.

Cathedra Bitcoin was a Canadian bitcoin mining company that evolved into an energy‑infrastructure‑plus‑hosting model. It owned/operated four data centers in Tennessee and Kentucky, totaling 45 MW of capacity (later expanded to ~45 MW with a 15 MW site at Brickyard). It also hosted third‑party miners (Compass Mining, Sphere 3D Mining) alongside a proprietary fleet (~400 PH/s). The merger with Sphere 3D added a fifth center in Iowa and increased total combined capacity to 53 MW, with 1.2 EH/s of mining hash and a stated pipeline to exceed 100 MW for AI/HPC. The original Cathedra story was built around accessing low‑cost power in the TVA region and offering fixed‑margin hosting to diversify away from pure crypto volatility.