STAMFORD, CT AND TORONTO, ON / ACCESS Newswire / May 7, 2026 / Sphere 3D Corp. (NASDAQ:ANY) ("Sphere 3D") and Cathedra Bitcoin Inc. ("Cathedra") today provided an update regarding their previously announced proposed business combination (the "Transaction"), 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. Management believes the combined company will be better positioned to capitalize on this dynamic through a modular, capital disciplined infrastructure model optimized for speed, flexibility, and disciplined deployment.
Upon closing, the combined company is expected to initially operate 53 megawatts (MW) 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.
Management believes this architecture creates meaningful strategic advantages. The combined company is expected to benefit from improved infrastructure utilization, more efficient power optimization, and faster deployment timelines relative to traditional fixed site development models. These characteristics are increasingly relevant in an environment where energy availability, deployment speed, and capital efficiency are becoming central determinants of infrastructure value.
The 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.
Following closing, the combined company expects to focus on integration execution, asset optimization, power strategy refinement, and disciplined evaluation of workload opportunities to enhance asset productivity and improve revenue quality over time. The objective is not simply greater scale, but to establish a stronger strategic position within an infrastructure market increasingly defined by constrained power, rising compute intensity, and demand for more flexible deployment models.
"Digital infrastructure is increasingly being defined by access to power, deployment agility, and capital discipline," said Kurt Kalbfleisch, CEO. "We believe the proposed combination positions the company to compete more effectively in this environment by bringing together operating scale, infrastructure development expertise, and a flexible deployment model capable of supporting a broader range of high density compute opportunities over time."
Additional information regarding the expected closing date and other material developments related to the proposed transaction will be provided as appropriate.
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