Sphere 3D to acquire Cathedra Bitcoin in all-stock deal; Cathedra holders get ~49% of combined firm

Sphere 3D Corp.

Cathedra shareholders receive ~49% of Sphere's outstanding shares on partially diluted basis as consideration.
Exchange ratio: 0.123014 Sphere shares per Cathedra SV share; 12.3014 per MV share.
Combined company retains Sphere name, NASDAQ listing (ANY); initial 53 MW power across 5 data centers.
Requires 66-2/3% Cathedra vote, majority Sphere vote, court approval; expected close by Sept 30, 2026.
Post-closing board: Tim Hanley, Marcus Dent, Kurt Kalbfleisch, Joel Block, Nicholas Gates; CEO Joel Block.

item 1.01 item 3.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Sphere 3D Corp. entered into Arrangement Agreement with Cathedra Bitcoin Inc. (effective 2026-03-05).

Action: entry
Agreement: merger
Counterparty: Cathedra Bitcoin Inc.
Effective: 2026-03-05

Exact text from the filing

On March 5, 2026, Sphere 3D Corp., a company existing under the laws of the Province of Ontario, Canada (" Sphere "), S3D Acquisition Corp., a company existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Sphere (" Amalco Sub "), and Cathedra Bitcoin Inc., a company existing under the laws of the Province of British Columbia, Canada (" Cathedra "), entered into an Arrangement Agreement (the " Arrangement Agreement ")

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317 material agreements filed in the last 30 days. Browse all material agreements →

Sphere 3D Corp. filing history →

Source: SEC EDGAR

accession 0001062993-26-001384

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