Cathedra Bitcoin Inc. Provides Additional Disclosure Regarding the Series I Preferred Shares Issuable in Connection with Its Plan of Arrangement with Sphere 3D Corp.

Cathedra Bitcoin announced additional disclosure on Series I Preferred Shares to be issued as part of its plan of arrangement with Sphere 3D. The preferred shares are non‑voting, carry an 8% PIK (pay‑in‑kind) annual dividend, and convert to Sphere common stock in staged tranches over three years (33⅓%, 66⅔%, 100%). The structure was required by Sphere to limit any single holder from exceeding ~7% of post‑closing Sphere common shares and includes conversion limits to comply with Nasdaq ownership rules. The Cathedra board, after review and adviser input, concluded the structure is fair and intended to minimize immediate sell pressure on Sphere shares by delaying liquidity, while partially compensating affected Cathedra holders for lost voting power.