On June 1, 2026, Sphere 3D Corp. (“Sphere 3D”) and Cathedra Bitcoin Inc. (“Cathedra”) announced that they completed a plan of arrangement (the “Transaction”) pursuant to which Sphere 3D acquired all of the issued and outstanding shares of Cathedra under an arrangement agreement entered into on March 5, 2026, and Cathedra is now a wholly-owned subsidiary of Sphere 3D (Sphere 3D, together with Cathedra and their subsidiaries following completion of the Transaction, the “Combined Company”). The Transaction was completed by way of a court-approved plan of arrangement under the Business Corporations Act (British Columbia). The Transaction was approved at a special meeting of the securityholders of Cathedra and at a meeting of the shareholders of Sphere 3D, and by the Supreme Court of British Columbia.

The combination also diversifies the Combined Company’s revenue streams across proprietary mining and hosting services. By integrating Sphere’s updated mining machine fleet with Cathedra’s data center operations and experience, the Combined Company gains exposure to mining economics while maintaining downside protection through fixed-margin hosting contracts with third parties. These strengths are paired with strong growth prospects supported by a scalable development model and access to capital: Cathedra’s low-cost development model and infrastructure-first approach, coupled with Sphere 3D’s capital markets expertise, position the Combined Company to capitalize on a robust pipeline of over 100 MW of potential expansion opportunities and to further grow its portfolio of infrastructure assets.

Sphere 3D is a Bitcoin miner, growing its digital asset mining operation through the capital-efficient procurement of next-generation mining equipment and partnering with data center operators. Sphere 3D is dedicated to increasing shareholder value.

Further details regarding the Sphere 3D and the Transaction can be found on Sphere 3D’s website. Sphere 3D trades under the symbol “ANY” on the NASDAQ.