Sphere 3D, a bitcoin mining company, has entered into a definitive agreement to acquire Cathedra Bitcoin Inc. in an all-stock transaction that will create a combined company focused on high-density computing infrastructure, digital assets, and energy optimization.
The business combination brings together Sphere 3D’s public market access, Nasdaq listing, balance sheet strength, and bitcoin mining fleet with Cathedra’s power infrastructure assets, data center development capabilities, and energy-focused site strategy. The companies said the transaction is designed to build a vertically integrated platform for scalable deployment of digital infrastructure across North America.
Under the agreement, Sphere 3D will acquire all outstanding shares of Cathedra, which will become a wholly owned subsidiary of Sphere upon closing. Cathedra security holders will receive Sphere common shares or securities convertible into Sphere shares representing approximately 49% of the combined company on a partially diluted basis.
The combined company will retain the Sphere 3D name and continue trading on Nasdaq under the ticker symbol ANY.
The merged entity is expected to initially operate 53 megawatts of managed power capacity across five data centers in Iowa, Kentucky, and Tennessee. The platform will also include approximately 1.2 EH/s of installed proprietary bitcoin mining hash rate across company-owned and third-party facilities.
The companies said the transaction will allow them to integrate mining operations with data center infrastructure, diversify revenue across proprietary mining and hosting services, and pursue additional growth opportunities in high-performance computing and artificial intelligence infrastructure.
Leadership of the combined company will include Cathedra CEO Joel Block as chief executive officer and board member. Sphere 3D CEO Kurt Kalbfleisch will step down as CEO but remain chief financial officer and join the board. Tiah Reppas is expected to serve as chief accounting officer.
The combined board of directors is expected to include Tim Hanley as chair, along with Marcus Dent, Kurt Kalbfleisch, Nicholas Gates, and Joel Block.
The transaction will be completed through a court-approved plan of arrangement under British Columbia corporate law and remains subject to regulatory, court, and shareholder approvals.
KEY QUOTES:
“We are thrilled to unite Cathedra with Sphere in this transformative transaction. 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.”
Joel Block, Chief Executive Officer Of Cathedra Bitcoin And Expected CEO Of The Combined Company
“This Transaction represents an important milestone for 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.”
Kurt Kalbfleisch, Chief Executive Officer Of Sphere 3D Corp.
