Sphere3D and Cathedra Bitcoin Announce Business Combination

Executive Summary

• Sphere 3D and Cathedra have entered into a definitive all‑stock agreement for Cathedra to be acquired by Sphere, creating a vertically integrated high‑density computing and bitcoin mining platform.
• Post‑closing, Cathedra shareholders will receive Sphere common shares (or convertible securities) representing ~49% of the combined company’s equity on a partially diluted basis; the combined entity will retain the “Sphere 3D” name and its NASDAQ listing under ticker ANY.
• The combined company will control approximately 53 MW of power capacity across five U.S. data centers and 1.2 EH/s of bitcoin mining hash rate, positioning it for expanded high‑performance compute, AI infrastructure, and diversified revenue streams.

Key Details

• Transaction Structure: All‑stock acquisition; Cathedra becomes a wholly‑owned subsidiary of Sphere.
• Equity Consideration: Cathedra security holders receive Sphere common shares and/or securities convertible into such shares equal to ~49% of the combined company’s post‑closing share capital (partially diluted).
• Governance: Combined board to include Tim Hanley (Chair), Marcus Dent, Kurt Kalbfleisch, Nicholas Gates, Joel Block. Management: Joel Block as CEO; Kurt Kalbfleisch remains CFO.
• Operational Footprint Post‑Closing:
• Power capacity: 53 MW across five data centers in Iowa, Kentucky, Tennessee (owned and third‑party leased).
• Mining capacity: 1.2 EH/s proprietary hash rate (including owned and hosted equipment).
• Strategic Benefits Highlighted:
• Near‑term vertical integration and scale.
• Ability to expand into high‑performance compute/AI infrastructure.
• Diversified revenue from mining plus fixed‑margin hosting contracts.
• Access to capital markets via Sphere’s NASDAQ listing and strong balance sheet.
• Shareholder Approvals Required:
• Court approval (BC Supreme Court).
• ≥ 66⅔% of Cathedra SV & MV shareholders (single class) at Cathedra meeting.
• Simple majority of Sphere shareholders at Sphere meeting.
• Closing Conditions: Regulatory, court, and shareholder approvals; customary closing conditions; exchange listing continuation for Sphere shares; delisting of Cathedra’s TSXV/OTCQB securities upon completion.
• Advisors & Counsel:
• Legal: Dumoulin Black LLP (Cathedra Canada), Greenberg Traurig LLP (Cathedra US), Meretsky Law Firm (Sphere Canada), Pryor Cashman LLP (Sphere US).
• Fairness opinions: Evans & Evans, Inc. (Cathedra); Rosenblatt Securities (Sphere).
• Post‑Transaction Ownership Caps: Certain Cathedra shareholders limited to a 7% post‑closing ownership; excess consideration to be issued as non‑voting preferred shares of Sphere.
• Forward‑Looking Statements: Extensive risk disclosures included; no guarantee of transaction completion or projected benefits.

Notable Quotes

“We are thrilled to unite Cathedra with Sphere in this transformative transaction,” – Joel Block, CEO of Cathedra and prospective CEO of the Combined Company.

“Combining our platform and strong balance sheet with Cathedra's energy assets… we can create a uniquely powerful, vertically integrated platform.” – Kurt Kalbfleisch, CEO of Sphere (will remain CFO).