Mar 05, 2026 (MarketLine via COMTEX) --
Sphere 3D Corp. and Cathedra Bitcoin Inc. have entered a definitive agreement to combine in an all-stock transaction to form a high-density computing power infrastructure company focused on high-performance compute, digital assets, energy optimization, and power infrastructure development.
Sphere 3D Corp. (NASDAQ: ANY) ("Sphere"), a bitcoin mining company, and Cathedra Bitcoin Inc. (TSXV: CBIT) (OTCQB: CBTTF) ("Cathedra," and together with Sphere, the "Parties"), a company that builds, develops and operates power infrastructure facilities for use in high density computing, are pleased to announce that they have entered into a definitive agreement to combine in an all-stock transaction, which is expected to create a next-generation high density computing power infrastructure company focused on high-performance compute, digital assets, energy optimization, and development of power and infrastructure. The combined company (the "Combined Company") will bring together Sphere's established capital markets access including its Nasdaq listing, strong balance sheet, liquidity, and efficient fleet of miners with Cathedra's robust energy portfolio, proven infrastructure development expertise, bitcoin mining operations, energy-first site selection strategy, and disciplined capital allocation. The strategic combination is expected to enable near-term vertical integration, positioning the Combined Company to accelerate scalable, high-efficiency deployment across North America by leveraging a focus on low-cost power, operational efficiency, and long-term shareholder value creation. Under the terms of the definitive arrangement agreement, entered into on March 5, 2026 (the "Agreement"), Sphere has agreed to acquire all of the issued and outstanding shares of Cathedra (the "Transaction"), subject to customary closing conditions, including regulatory, court, and shareholder approvals, such that upon consummation of the Transaction, Cathedra will be a wholly-owned subsidiary of Sphere.
Upon completion of the Transaction, Cathedra security holders will receive common shares of Sphere (the "Sphere Common Shares") and/or securities exercisable or convertible into Sphere Common Shares totaling approximately 49% of all of the issued and outstanding share capital of Sphere immediately following closing on a partially diluted basis. The Combined Company is expected to retain Sphere's name and listing on NASDAQ under the symbol "ANY".
"We are thrilled to unite Cathedra with Sphere in this transformative transaction," remarked Joel Block, CEO of Cathedra and expected CEO of the Combined Company. "The Sphere team has navigated a challenging period in bitcoin mining with exceptional discipline, emerging with a strong balance sheet and a highly efficient fleet of mining machines. By combining our existing data center portfolio, development capabilities, and operational expertise with Sphere's established public market access and asset base, I believe we are creating a vertically integrated powerhouse. When I joined Cathedra, our priorities were clear: reduce debt, build more data facilities, and improve access to the public markets. This business combination addresses these objectives and allows management to focus on building a category defining company in this new space of high-density computing infrastructure in the United States. We expect that this business combination will deliver immediate scale, enhance operational efficiency, improve profitability, while accelerating our growth strategy. With an ambitious and now significantly accelerated roadmap, we plan to rapidly expand power capacity, execute disciplined development across diversified, low-cost energy sites, optimize operations, and pursue high performance computing opportunities alongside bitcoin mining. With greater scale, liquidity, and vertical integration, we believe we will be positioned to capture significant upside in the evolving digital infrastructure landscape."
"This Transaction represents an important milestone for Sphere," said Kurt Kalbfleisch, Chief Executive Officer of Sphere. "Combining our platform and strong balance sheet with Cathedra's energy assets and disciplined, energy-first operating model, we can create a uniquely powerful, vertically integrated platform. On completion of the Transaction, we expect to be exceptionally well-positioned to scale, drive operational efficiencies, seize high performance compute opportunities, and deliver compelling long-term value."
Expected Strategic Benefits:
Improved scale and expanded US operating footprint: The Combined Company expects to initially own and operate a portfolio of 53 megawatts ("MW") of power capacity across five data centers in Iowa, Kentucky, and Tennessee.
Platform Expansion into High-Performance Compute: With growing demand for compute-intensive workloads, the Combined Company intends to evaluate selective expansion into adjacent high-performance compute and AI infrastructure opportunities, leveraging existing power relationships and site capabilities with the goal of maximizing the value of its electrons. This expanded operating scale expects to improve profitability, spreading fixed overhead costs over a larger revenue and asset base.
Diversified revenue streams across proprietary mining and hosting services: The integration of Sphere's mining machine fleet with Cathedra's data center operations would diversify the Combined Company's revenue streams across proprietary mining and hosting services, offering exposure to high-upside, volatile mining economics with expected downside protection via fixed-margin hosting contracts with third parties.
Strong growth prospects through scalable development model and access to capital: With Cathedra's low-cost development model and infrastructure-first approach, coupled with Sphere's capital markets expertise and access to liquidity, the Combined Company expects to capitalize on a robust pipeline of over 100 MW of potential expansion opportunities to further expand its portfolio of infrastructure assets. In the past six months, Cathedra's new leadership team has successfully increased its power capacity by 50% online and developed a robust pipeline.
Experienced leadership team with strategic vision: Cathedra CEO Joel Block will assume the role of CEO of the Combined Company and join the board of directors. Joel brings extensive experience in both private and public capital markets and operating in the data center and bitcoin mining arena. Sphere CEO and CFO Kurt Kalbfleisch will resign as CEO and remain in his current role as CFO and join the board of directors of the Combined Company, contributing over two decades of executive leadership experience at multiple NASDAQ-listed companies. Other key members from Sphere and Cathedra are expected to remain in key roles as the Combined Company looks to execute on a robust growth and development plan.
Upon completion of the Transaction, the Combined Company's bitcoin mining operations and balance sheet are expected to include:
Managed power capacity of 53 MW at five data centers across three U.S. states, including data centers owned by the Combined Company and those leased from and/or operated by third parties; and
1.2 EH/s of installed proprietary mining hash rate across data centers owned by the Combined Company and third-party hosting providers.
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COMTEX_478961571/2227/2026-05-11T22:05:59
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