Bitcoin mining company Sphere 3D is set to combine with crypto mining infrastructure provider Cathedra Bitcoin, in a deal which will see Sphere buy up all of Cathedra’s outstanding shares.

cathedra north dakota
Cathedra's North Dakota site – Cathedra Bitcoin

Moving forward, Cathedra will become a wholly-owned subsidiary of Sphere, and Cathedra security holders will receive 49 percent of the combined business, which will retain the Sphere name and continue to trade on the Nasdaq.

The companies said the merger is intended to pair Sphere’s public market listing, liquidity, balance sheet, and mining fleet with Cathedra’s energy portfolio, infrastructure development capabilities, and “energy-first” site selection strategy.

Cathedra has built up four wholly-owned data centers for Bitcoin mining across the US, and leases one other.

The company operates 45MW of owned power capacity, and has a further 15MW in construction to meet its total 60MW of power capacity under contract.

On closing, the merged company is expected to initially manage 53MW of power capacity across five data centers in Iowa, Kentucky, and Tennessee.

The companies also said the business would include 1.2 EHps of installed proprietary Bitcoin mining hash rate across company-owned and third-party hosted sites. In addition, management said the platform has a pipeline of more than 100MW of potential expansion opportunities.

While the deal is centered on Bitcoin mining and related infrastructure, the companies said the new venture will also assess opportunities in high-performance compute and AI infrastructure, arguing that growing demand for compute-intensive workloads could help extract more value from its operating footprint.

Cathedra CEO Joel Block is expected to become CEO of the combined company and join the board, while Sphere CEO Kurt Kalbfleisch is set to step down as CEO, remain CFO, and also join the board.

The transaction still requires court, regulatory, and shareholder approvals. If completed, Cathedra’s shares would be delisted from the TSX Venture Exchange and OTCQB, while the combined company would remain listed on Nasdaq.

“We are thrilled to unite Cathedra with Sphere in this transformative transaction,” remarked Joel Block, CEO of Cathedra and expected CEO of the Combined Company.

“This transaction represents an important milestone for Sphere,” said Kurt Kalbfleisch, CEO of 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,” Kalbfeisch added.