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Sphere 3D and Cathedra Bitcoin announced that they have completed the previously announced plan of arrangement pursuant to which Sphere acquired all of the issued and outstanding shares of Cathedra under the arrangement agreement entered into on March 5, 2026, and Cathedra is now a wholly-owned subsidiary of Sphere. The Transaction was completed by way of a court-approved plan of arrangement under the Business Corporations Act. The Transaction was approved at a special meeting of the securityholders of Cathedra and at a meeting of the shareholders of Sphere, and by the Supreme Court of British Columbia.

Sphere 3D announced that shareholders have approved various proposals related to its business combination with Cathedra Bitcoin, including the issuance of Sphere 3D common shares to Cathedra shareholders. The transaction is expected to close on June 1, 2026, subject to the satisfaction of remaining customary closing conditions. At closing, the combined company will operate over 50 megawatts of energized power infrastructure across a multi-region portfolio spanning the Tennessee Valley Authority service territory in Tennessee and Kentucky, within proximity to both the Nashville and Knoxville metropolitan areas, and an operating site in Iowa. The two-grid footprint provides geographic and utility diversification across the Southeast and Midwest.

Sphere 3D Corp. and Cathedra Bitcoin provided an update regarding their previously announced proposed business combination, which remains expected to close in the near term, pending the satisfaction of customary closing conditions and required approvals. The proposed combination is intended to create a scaled digital infrastructure platform anchored in a central market reality: as demand for compute capacity continues to expand, access to scalable, efficiently managed power is becoming increasingly valuable. Upon closing, the combined company is expected to initially operate 53 megawatts of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee, providing a scaled, multi-site operating footprint with embedded optionality for expansion and workload diversification. The strategic rationale for the transaction is straightforward. Demand for compute-intensive infrastructure is rising across artificial intelligence, data processing, and other high-density workloads, while traditional infrastructure development remains constrained by long build cycles, high capital intensity, and limited flexibility once deployed. Against this backdrop, the combined company is expected to operate with a more adaptable architecture, including modular and containerized infrastructure that can be deployed and redeployed in response to power availability, market economics, and customer demand. he proposed combination is also expected to expand Sphere 3D's ability to support a wider range of compute applications over time. In addition to legacy operations, the platform is being positioned to pursue higher value opportunities across high performance compute, AI infrastructure, and other advanced digital infrastructure workloads, leveraging existing power relationships and site capabilities to maximize asset productivity and drive long term returns on invested capital. Importantly, the combined company is expected to enter this next phase with tangible forward visibility. Cathedra recently announced a new hosting agreement expected to utilize approximately 80% of the 15 MW capacity at its Shire site in Kentucky, representing roughly 25% of Cathedra's current hosting capacity, and establishing what management views as a stable, long term revenue stream. This development adds a meaningful layer of operating visibility as the transaction progresses toward closing.