Sphere 3D Corp. (NASDAQ: ANY) entered into a definitive all‑stock agreement to acquire Cathedra Bitcoin Inc. (TSXV: CBIT). The deal will make Cathedra a wholly‑owned subsidiary, with Cathedra shareholders receiving shares that represent roughly 49 % of the combined company on a partially diluted basis. The combined entity will retain the Sphere name and ticker ANY.
The transaction is structured as an all‑stock exchange, with no cash consideration. Closing is subject to customary conditions and is expected to be completed in the second half of 2026. Upon completion, Cathedra’s four data‑center sites in Iowa, Kentucky and Tennessee will be integrated into Sphere’s operations, creating a projected 53 MW power capacity across five sites and a combined hash‑rate of about 1.2 EH/s.
Management says the merger will accelerate scale, improve operational efficiency and broaden revenue streams. “We are thrilled to unite Cathedra with Sphere in this transformative transaction,” said Cathedra CEO Joel Block. “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.” Sphere CEO Kurt Kalbfleisch added, “This Transaction represents an important milestone for Sphere.” The combined company will also pursue opportunities in high‑performance computing and AI infrastructure, leveraging Cathedra’s low‑cost power and Sphere’s capital markets access.
Sphere reported a net loss of $9.47 million for fiscal year 2024 and a trailing EPS of –$7.70. Cathedra posted a net loss of C$4.2 million for the three months ended June 30 2025 and a revenue of C$5.51 million for Q3 2025, with a net loss of C$0.8 million. The acquisition is expected to combine the two companies’ resources to improve profitability, with cost synergies and expanded hosting services providing a faster path to profitability.
Investors have responded positively to the announcement, citing the potential for scale and synergies. The transaction positions the combined entity as a larger, vertically integrated player in the high‑density computing and Bitcoin mining market, with a significant power footprint and hash‑rate that could enhance competitive positioning.
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