Sphere3D to acquire Cathedra Bitcoin in all-stock deal

Sphere 3D Corp. (NASDAQ: ANY) and Cathedra Bitcoin Inc. announced March 5 they have entered into a definitive agreement for an all-stock business combination. Under the transaction, Sphere will acquire all outstanding shares of Cathedra, with Cathedra shareholders receiving approximately 49% of the combined company's share capital on a partially diluted basis.

The combined company will retain Sphere's name and NASDAQ listing under the symbol "ANY." Joel Block, currently CEO of Cathedra, will serve as CEO of the merged entity, while Kurt Kalbfleisch, Sphere's current CEO, will transition to CFO and join the board of directors.

The transaction combines Sphere's bitcoin mining operations with Cathedra's power infrastructure and data center portfolio. Upon completion, the combined company expects to operate 53 megawatts of power capacity across five data centers in Iowa, Kentucky, and Tennessee, along with 1.2 EH/s of installed mining hash rate.

The deal requires approval from 66⅔% of Cathedra shareholders and a simple majority of Sphere shareholders, as well as court approval under British Columbia's Business Corporations Act. Both companies' boards have unanimously approved the transaction.

Cathedra directors and officers holding approximately 70% of the company's outstanding shares have agreed to vote in favor of the deal. Sphere directors and officers holding about 3% of outstanding shares have similarly committed their support.

The transaction includes standard deal protection provisions and is subject to customary closing conditions including regulatory and shareholder approvals. Information circulars detailing the transaction terms will be mailed to shareholders ahead of their respective meetings.

Upon closing, Cathedra shares will be delisted from the TSX Venture Exchange and OTCQB, while Sphere shares will continue trading on NASDAQ.

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