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- Going Concern (new) — Cathedra's auditor raised substantial doubt about its ability to continue operating due to $9.7M FY2025 net loss, negative operating cash flow, and working capital deficit.
Sphere 3D completes acquisition of Cathedra Bitcoin in all-stock deal
Filed June 3, 2026 · Period ending May 29, 2026 · ~2 min read
Key Changes
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high
Sphere 3D closed acquisition of Cathedra Bitcoin, issuing 2.4M common shares and 1.4M Series I Preferred shares for total consideration of $7.3M. Former Cathedra holders own ~49% of combined entity on partially diluted basis.
Item 2.01 verify on EDGAR → -
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Joel Block appointed CEO under employment agreement with $425K base salary, 125% target bonus, 500K RSUs vesting over two years, and $1.6M retention bonus tied to performance milestones and employment through Jan 2027.
Item 5.02 verify on EDGAR → -
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Sphere created Series I Preferred Stock paying 8% annual PIK dividends for three years, with staggered conversion to common: 33.3% after 12 months, 66.7% after 24 months, 100% after 36 months. Conversion subject to Nasdaq Exchange Cap unless shareholders approve additional issuances.
Item 3.03 verify on EDGAR → -
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Three principal holders (Thomas Masiero, Jialin Qu, Joel Block) agreed to vote shares per board recommendations for 24 months post-closing, with exceptions for proposals that would disproportionately harm them.
Item 5.02 verify on EDGAR → -
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Combined company operates 53 MW managed power capacity at five data centers across Iowa, Kentucky, Tennessee, with 1.2 EH/s installed mining hash rate and pipeline exceeding 100 MW potential expansion.
Exhibit 99.1 view on EDGAR →
Summary
Sphere 3D completed its acquisition of Cathedra Bitcoin through a court-approved plan of arrangement, issuing 2.4 million common shares and 1.4 million Series I Preferred shares valued at $7.3 million total. Former Cathedra shareholders now own approximately 49% of the combined entity on a partially diluted basis.
Joel Block, Cathedra's former CEO, assumed the CEO role at Sphere, replacing Kurt Kalbfleisch who remains CFO. Block's compensation package includes a $425,000 base salary, 500,000 RSUs vesting over two years, and a $1.6 million retention bonus contingent on performance milestones and employment through January 2027. The transaction introduces material complexity to Sphere's capital structure.
The newly created Series I Preferred Stock pays 8% annual dividends in additional preferred shares (compounding dilution) and converts to common stock on a staggered schedule over three years. Conversion is capped at Nasdaq-permitted levels unless shareholders approve additional issuances, creating uncertainty about the timing and extent of common share dilution. Three principal holders agreed to vote their shares per board recommendations for 24 months, consolidating governance control during the integration period. Retail holders should note Cathedra's auditor raised substantial doubt about its ability to continue as a going concern prior to the merger, citing a $9.7 million net loss in 2025, negative operating cash flow, and a working capital deficit. The combined company operates 53 MW of power capacity with a pipeline exceeding 100 MW, but pro forma results show a $5.2 million net loss in Q1 2026 and $30.8 million for full year 2025. The integration's success depends on executing the expansion pipeline and achieving the performance milestones tied to executive retention bonuses.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
8-K filing appears incomplete or truncated, disclosing entry into material agreement with no substantive details provided.
Added in current filing · verify on EDGAR →
Item 1.01. Entry into a Material Definitive Agreement. The information set forth in the Introductory Note and
The filing discloses entry into a material definitive agreement under Item 1.01 but provides no substantive details. The text appears incomplete or truncated, referencing an Introductory Note that is not included in the provided filing body. Without the agreement's terms, parties, or business purpose, investors cannot assess the transaction's impact.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Sphere 3D disclosed new employment agreements for CEO Joel Block and CFO Kurt Kalbfleisch, voting agreements with principal holders, and indemnity agreements for directors and officers.
Added in current filing · verify on EDGAR →
On May 29, 2026, Sphere entered into a Fourth Amended and Restated Employment Agreement (the "Kalbfleisch Employment Agreement") with Kurt Kalbfleisch, pursuant to which Mr. Kalbfleisch will serve as Chief Financial Officer of Sphere. Under the Kalbfleisch Employment Agreement, Mr. Kalbfleisch will receive an annual base salary of $330,000, subject to annual review (with the first review effective as of January 31, 2027). Mr. Kalbfleisch is eligible to receive an annual discretionary bonus with a target of 90% of his base salary (the "Kalbfleisch Target Bonus") ... Pursuant to the terms of the Kalbfleisch Employment Agreement, upon the consummation of the Arrangement, Mr. Kalbfleisch is entitled to a transaction bonus of $300,000, payable in three equal monthly installments following the Closing. Additionally, Mr. Kalbfleisch is eligible for a retention bonus of $1,095,000 (the "Kalbfleisch Cash Bonus"), payable in monthly installments of $91,250, contingent upon satisfaction of two vesting conditions: (i) the achievement of certain performance milestones of Sphere (as described in the Kalbfleisch Employment Agreement) (the "Performance Condition"); and (ii) either continued employment through January 1, 2027, or a termination of employment other than by Sphere for "Cause" or by Mr. Kalbfleisch without "Good Reason" (each as defined in the Kalbfleisch Employment Agreement).
CFO Kurt Kalbfleisch entered into an amended employment agreement with a $330,000 base salary and 90% target bonus. He receives a $300,000 transaction bonus payable over three months and is eligible for a $1,095,000 retention bonus payable monthly through January 1, 2027, contingent on performance milestones and continued employment. The agreement includes severance provisions that vary based on termination timing.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
On June 1, 2026, Sphere entered into an Indemnity Agreement with each of Sphere's directors and officers. ... Each Indemnity Agreement provides, among other things and subject to certain limitations in the Indemnity Agreement and the Business Corporations Act (Ontario), that, in connection with such director's or officer's service as a director or officer of Sphere, Sphere will (1) hold harmless and indemnify the director or officer, if he is, or is threatened to be made, a party to a Proceeding (as defined in the Indemnity Agreement); (2) hold harmless and indemnify the director or officer against all Expenses and Liabilities (each as defined in the Indemnity Agreement) actually and reasonably incurred in connection with a Proceeding to the extent that the director or officer is successful in such Proceeding or in defense of any claim, issue, or matter therein; (3) reimburse the director or officer for all Expenses actually and reasonably incurred by the director or officer if he is a witness in any Proceeding or receives a subpoena with respect to any Proceeding; advance Expenses incurred by a director or officer in connection with any Proceeding; and (4) ensure that the officer or director is covered under any insurance policy maintained by the Sphere that provides liability insurance for directors officers or persons serving in a similar capacity for Sphere.
Sphere entered into indemnity agreements with all directors and officers providing indemnification for expenses and liabilities incurred in legal proceedings related to their service, subject to limitations under Ontario law. The agreements also provide for advancement of expenses and ensure coverage under company liability insurance policies.
Event · Item 2.01 — Completion of Acquisition or Disposition of Assets
Sphere 3D completed acquisition of Cathedra via share exchange at 0.123014 Sphere shares per Cathedra subordinate voting share.
Added in current filing · verify on EDGAR →
each unvested restricted share unit to acquire Cathedra SV Shares (each, an "Accelerated Cathedra RSU"), other than the Cathedra RSU held by Joel Block described below, fully vested in accordance with its terms and each holder of an Accelerated Cathedra RSU received the number (rounded down to the nearest whole number) of Sphere Common Shares equal to the product of (i) the number of Cathedra SV Shares subject to the Accelerated Cathedra RSU immediately before the Effective Time, multiplied by (ii) the SVS Exchange Ratio
Unvested Cathedra restricted share units accelerated and vested at closing, with holders receiving Sphere common shares based on the same 0.123014 exchange ratio. Cathedra warrants were converted into replacement warrants for Sphere common shares at the same exchange ratio, with exercise prices adjusted proportionally. One RSU held by Joel Block was exchanged for a replacement RSU rather than accelerating.
Added in current filing · verify on EDGAR →
certain Cathedra shareholders who would otherwise receive Sphere Common Shares in excess of seven percent (7%) of the then-outstanding Sphere Common Shares (on a non-diluted basis following consummation of the Arrangement as set forth in the Plan of Arrangement) (the "Ownership Cap") instead received, in lieu of the number of Sphere Common Shares in excess of the Ownership Cap, an equivalent number of Series I Preferred Shares
Cathedra shareholders who would have received more than 7% of Sphere's outstanding common shares received Series I Preferred Shares instead for the excess portion above the ownership cap. This mechanism prevents any single former Cathedra shareholder from obtaining excessive voting control of the combined company.
Event · Item 3.02 — Unregistered Sales of Equity Securities
8-K references unregistered equity sales and other items but provides no substantive disclosure text.
Added in current filing · verify on EDGAR →
Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note and under Item 2.01 and
The filing discloses unregistered sales of equity securities under Item 3.02, cross-referencing an Introductory Note and Item 2.01, but the provided text is incomplete and does not contain the actual transaction details, amounts, or parties involved.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Item 5.03 — Amendments to Articles of Incorporation or Bylaws filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
The securities issued pursuant to the Arrangement Agreement, consisting of (i) 2,405,300 Sphere Common Shares, (ii) 1,387,117 Series I Preferred Shares, (iii) restricted share units in respect of up to an aggregate of 178,073 Sphere Common Shares, issued in exchange for the outstanding Cathedra RSU held by Joel Block, and (iv) warrants to purchase up to an aggregate of 115,867 Sphere Common Shares, at exercise prices ranging from $11.08 to $272.40 per share, issued in exchange for outstanding Cathedra Warrants
Sphere 3D completed an acquisition of Cathedra by issuing approximately 2.4 million common shares, 1.4 million Series I preferred shares, RSUs for 178,073 shares to Joel Block, and warrants for 115,867 shares with exercise prices from $11.08 to $272.40. The transaction was structured as a Plan of Arrangement approved by the Supreme Court of British Columbia and qualifies for exemption under Section 3(a)(10) of the Securities Act.
Added in current filing · verify on EDGAR →
were issued in reliance upon Section 3(a) (10) of the Securities Act of 1933, as amended (the "Securities Act"), based on the final order of the Supreme Court of British Columbia issued on May 25, 2026, approving the Plan of Arrangement following a hearing by the court which considered, among other things, the fairness of the Arrangement to the persons affected.
The securities were issued under a Section 3(a)(10) exemption, meaning they received court approval for fairness. The Supreme Court of British Columbia issued its final order on May 25, 2026, after a fairness hearing. This exemption allows the securities to be freely tradable without typical registration requirements.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Sphere 3D completed an acquisition, appointed new CEO Joel Block and four new directors, and created Series I Preferred Stock with conversion restrictions.
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Arrangement Agreement and effective immediately following the Effective Time, Kurt Kalbfleisch resigned as Chief Executive Officer of Sphere and Joel Block was appointed Chief Executive Officer of Sphere. Mr. Kalbfleisch remains Sphere's Chief Financial Officer.
Joel Block, age 42, was appointed CEO effective at closing, replacing Kurt Kalbfleisch who remains CFO. Block previously served as CEO of Cathedra from July 2025 to closing and has over 20 years of experience in finance, accounting, operations, and sales. Concurrently, Duncan McEwan and Susan Harnett resigned from the board (not due to disagreements), and four new directors were appointed: Kurt Kalbfleisch, Marcus Dent, Joel Block, and Nicholas Gates, with Timothy Hanley appointed Chairman.
Added in current filing · verify on EDGAR →
On May 29, 2026, Sphere filed articles of amendment (the "Articles of Amendment") to establish the preferences, limitations and relative rights of a new series of preferred stock designated as the Series I Preferred Stock (the "Series I Preferred Shares"). The Articles of Amendment became effective upon filing. The Sphere Common Shares rank junior to the Series I Preferred Shares in all respects (except as provided in connection with certain liquidation events described below).
Sphere created a new class of Series I Preferred Stock that ranks senior to common shares. This preferred stock was issued in connection with the Arrangement Agreement closing and carries specific conversion, dividend, and liquidation rights that materially affect the capital structure and common shareholder dilution risk.
Added in current filing · verify on EDGAR →
The aggregate number of Sphere Common Shares issuable upon conversion of the Series I Preferred Shares is subject to a cap (the "Exchange Cap") equal to the maximum number of Sphere Common Shares that Sphere may issue upon such conversion without breaching its obligations under the rules of the Nasdaq Capital Market, unless Sphere obtains shareholder approval for issuances in excess of such amount.
The conversion of Series I Preferred shares to common stock is capped at the maximum allowed under Nasdaq rules without shareholder approval. This Exchange Cap is allocated pro rata among Series I holders and may limit their ability to convert fully until shareholders approve additional issuances, creating uncertainty about the timing and extent of dilution.
Added in current filing · verify on EDGAR →
In the event of a voluntary or involuntary liquidation, dissolution or winding-up of Sphere, holders of Series I Preferred Shares are entitled to receive, before any distribution to holders of the Sphere Common Shares or other junior shares, an amount per Series I Preferred Share equal to the greater of (i) the closing sale price of the Sphere Common Shares on the trading day immediately preceding such event and (ii) the amount such holder would have received had its Series I Preferred Shares been converted into Sphere Common Shares immediately prior to the liquidation event.
Series I holders have liquidation preference over common shareholders, receiving the greater of the common share price or their as-converted value. Certain M&A transactions are treated as deemed liquidations where Series I and common shares participate pro rata on an as-converted basis. Until 36 months post-closing, Sphere cannot make capital returns to junior or pari passu shares without Series I holders participating equally.
Event · Exhibit 99.1
Sphere 3D completed acquisition of Cathedra Bitcoin, creating a combined data infrastructure platform with 53 MW operating capacity.
Added in current filing · view on EDGAR →
Sphere 3D Corp. (NASDAQ: ANY) ("Sphere") and Cathedra Bitcoin Inc. (TSX-V: CBIT; OTCQB: CBTTF) ("Cathedra" and together with Sphere, the "Parties") today announced that they have completed the previously announced plan of arrangement (the "Transaction") pursuant to which Sphere acquired all of the issued and outstanding shares of Cathedra under the arrangement agreement entered into on March 5, 2026 (the "Agreement"), and Cathedra is now a wholly-owned subsidiary of Sphere
Sphere 3D closed its acquisition of Cathedra Bitcoin through a court-approved plan of arrangement under British Columbia law. Cathedra is now a wholly-owned subsidiary. The combined company operates 53 MW of power capacity across five data centers in Iowa, Kentucky, and Tennessee, with a pipeline exceeding 100 MW of potential expansion. The transaction was approved by securityholders of both companies and by the Supreme Court of British Columbia.
Added in current filing · view on EDGAR →
Holders of Cathedra subordinate voting shares ("Cathedra SV Shares") received 0.123014 of a Sphere Common Share for each Cathedra SV Share held (the "SV Exchange Ratio") and holders of Cathedra multiple voting shares ("Cathedra MV Shares") received 12.3014 Sphere Common Shares for each Cathedra MV Share held, which provided economically equivalent consideration for both classes of shares.
Cathedra shareholders received Sphere common shares at specified exchange ratios: 0.123014 Sphere shares per subordinate voting share and 12.3014 Sphere shares per multiple voting share. Cathedra warrants, stock options, and certain restricted share units were exchanged for corresponding Sphere securities. Certain key Cathedra shareholders were subject to a 7% post-closing ownership cap, with excess consideration received in non-voting preferred shares.
Added in current filing · view on EDGAR →
Joel Block has assumed the role of Chief Executive Officer of the Combined Company and joins the board of directors, bringing extensive experience in both private and public capital markets and in operating within the digital infrastructure and bitcoin mining arena.
Joel Block became CEO of the combined company and joined the board. The board comprises Tim Hanley (Chair), Marcus Dent, Kurt Kalbfleisch, Nicholas Gates, and Joel Block, with Hanley, Dent, and Gates serving as independent directors. Kurt Kalbfleisch continues as CFO and joined the board.
Added in current filing · verify on EDGAR →
In connection with the commencement of his employment with the Combined Company, subject to the approval of the Compensation Committee of the Combined Company's board of directors and the Combined Company's board, Mr. Block shall be entitled to a one-time inducement equity award of an aggregate of 500,000 restricted stock units, which shall be settled in Sphere Common Shares, vesting, subject to Mr. Block's continued employment, bi-annually in four equal installments over a two-year period, with the first tranche vesting on the six-month anniversary of the grant date.
New CEO Joel Block will receive 500,000 restricted stock units as an inducement award, vesting bi-annually in four equal installments over two years, with the first tranche vesting six months after grant. The award is subject to board and compensation committee approval and will be granted under Nasdaq Rule 5635(c)(4).
Event · Exhibit 99.2
Added in current filing · view on EDGAR →
On March 5, 2026, the Company and Sphere 3D Corp. ("Sphere") entered into a definitive agreement to combine in an all-stock transaction. Under the terms of the definitive arrangement agreement Sphere agreed to acquire all of the issued and outstanding shares of Cathedra (the "Transaction"), subject to customary closing conditions, including regulatory, court, and shareholder approvals, such that upon consummation of the Transaction, Cathedra will be a wholly-owned subsidiary of Sphere. Upon completion of the Transaction, Cathedra security holders will receive common shares of Sphere (the "Sphere Common Shares") and/or securities exercisable or convertible into Sphere Common Shares totalling approximately 49% of the issued and outstanding share capital of Sphere immediately following closing on a partially diluted basis.
Sphere 3D Corp. has agreed to acquire all outstanding shares of Cathedra Bitcoin in an all-stock transaction. Upon closing, Cathedra shareholders will own approximately 49% of the combined entity on a partially diluted basis. The transaction is subject to regulatory, court, and shareholder approvals.
Added in current filing · view on EDGAR →
During the year ended December 31, 2025, the Company incurred losses from operations of $9,686,973, had negative cash flows from operating activities of $3,450,496, and as of that date, had a working capital deficiency of $2,213,630 and a deficit of $6,937,014.
Cathedra reported a net loss of $9.7 million for 2025, negative operating cash flow of $3.5 million, and a working capital deficit of $2.2 million. The auditor raised substantial doubt about the company's ability to continue as a going concern, noting reliance on future equity or debt financing.
Added in current filing · view on EDGAR →
Management conducted an impairment assessment of goodwill as of December 31, 2025. For the purposes of impairment testing, the Company considers its ongoing operations as a single cash-generating unit (CGU) that includes all goodwill, property and equipment, other non-current assets, and right-of-use assets, which collectively contribute to generating cash flows from hosting and mining activities. The discounted cash flow model was utilized to estimate value in use, as there was no readily available market price nor any purchase offer received for the business. As a result of this assessment, an impairment loss of $1,171,708 was recognized, as the carrying amount of the CGU, including goodwill, exceeded its recoverable amount.
Cathedra recorded a $1.2 million goodwill impairment charge in 2025 after a discounted cash flow analysis determined the carrying value of its cash-generating unit exceeded its recoverable amount.
Event · Exhibit 99.3
Added in current filing · view on EDGAR →
During the three months ended March 31, 2026, the Company incurred a net loss of $2,406,596, had negative cash flows from operating activities of $1,173,917, and as of that date, had a working capital deficiency of $4,347,877 and a deficit of $9,343,610.
Cathedra reported a net loss of $2.4 million for Q1 2026, with negative operating cash flow of $1.2 million. The company ended the quarter with a working capital deficit of $4.3 million and an accumulated deficit of $9.3 million. Revenues declined to $3.7 million from $6.5 million in the prior-year quarter, driven by lower bitcoin mining and hosting revenues.
Added in current filing · view on EDGAR →
On March 5, 2026, the Company entered into an arrangement agreement with Sphere 3D Corp. ("Sphere 3D") providing for the combination of the Company and Sphere 3D by way of a statutory plan of arrangement (the "Arrangement") under the Business Corporations Act (British Columbia). On May 15, 2026, securityholders of the Company approved the Arrangement and, on May 26, 2026, the Supreme Court of British Columbia issued the final order. The Arrangement is expected to close on June 1, 2026.
Cathedra entered into a merger agreement with Sphere 3D Corp. on March 5, 2026. Shareholders approved the arrangement on May 15, 2026, and the British Columbia Supreme Court issued a final order on May 26, 2026. The transaction is expected to close on June 1, 2026. Under the terms, each Cathedra subordinate voting share will be exchanged for 0.123015 of a Sphere 3D common share, and former Cathedra shareholders will hold approximately 39.3% of Sphere 3D on a partially-diluted basis at closing.
Added in current filing · view on EDGAR →
Management conducted an impairment assessment of goodwill as of December 31, 2025. For the purposes of impairment testing, the Company considers its ongoing operations as a single cash-generating unit (CGU) that includes all goodwill, property and equipment, other non-current assets, and right-of-use assets, which collectively contribute to generating cash flows from hosting and mining activities. The discounted cash flow model was utilized to estimate value in use, as there was no readily available market price nor any purchase offer received for the business. As a result of this assessment, an impairment loss of $1,171,708 was recognized, as the carrying amount of the CGU, including goodwill, exceeded its recoverable amount.
The company recognized a goodwill impairment charge of $1.2 million as of December 31, 2025, after determining that the carrying amount of its cash-generating unit exceeded its recoverable amount based on a discounted cash flow analysis. This impairment was recorded in the prior fiscal year but is disclosed in these Q1 2026 interim financials.
Added in current filing · view on EDGAR →
Bitcoin balance as at December 31, 2025 | 4.72 | 565,919 | Bitcoin earned | 7.92 | 859,574 | Bitcoin exchanged for cash and services | (7.99 ) | (905,935 ) Bitcoin exchanged for other digital currency (1.00 ) | (92,631 ) | Revaluation loss | - | (85,251 ) | Unrealized translation adjustment | - | 5,551 | Bitcoin balance as at March 31, 2026 | 3.65 | 347,227
Cathedra held 3.65 bitcoin (valued at $347,227) as of March 31, 2026, down from 4.72 bitcoin ($565,919) at year-end 2025. During Q1 2026, the company earned 7.92 bitcoin from mining operations but sold or exchanged 8.99 bitcoin for cash and other digital currencies. The company also recognized an $85,251 revaluation loss on its bitcoin holdings during the quarter.
Added in current filing · view on EDGAR →
All unvested RSUs (including the 132,121 RSUs granted on May 18, 2026) will vest immediately prior to the effective time and be settled in SV Shares that participate in the Arrangement.
In connection with the Sphere 3D merger, all unvested restricted share units will vest immediately prior to closing and be settled in subordinate voting shares that will then be exchanged for Sphere 3D shares. This accelerated vesting will trigger immediate share-based compensation expense recognition for all outstanding RSUs.
Event · Exhibit 99.4
Added in current filing · verify on EDGAR →
Pursuant to the terms of the Arrangement Agreement, Sphere issued 2,405,300 Sphere Common Shares and 1,387,117 Sphere Series I Preferred Stock (the "Series I Shares") to the shareholders of Cathedra to acquire 100% of the issued and outstanding common shares of Cathedra as well as Replacement Warrants and share-based awards.
Sphere 3D completed the acquisition of Cathedra Bitcoin Inc. through a stock-for-stock transaction. The total estimated consideration was $7.3 million, consisting of 2,405,300 common shares valued at $4.6 million and 1,387,117 Series I Preferred shares valued at $2.7 million. The transaction was accounted for as a business combination using the acquisition method, with Sphere as the accounting acquirer.
Added in current filing · view on EDGAR →
Pro forma net loss from continuing operations $ (5,199 ) ... Total weighted average shares outstanding (basic and diluted) 6,321,147 | Pro forma loss per share | Basic and diluted | $ (0.82 )
The unaudited pro forma combined financial statements show a net loss of $5.2 million for Q1 2026 and $30.8 million for the year ended December 31, 2025. Pro forma loss per share was $0.82 for Q1 2026 and $5.35 for full year 2025, based on 6.3 million and 5.8 million weighted average shares outstanding, respectively.
Added in current filing · view on EDGAR →
Sphere and Cathedra incurred acquisition-related transaction costs of approximately $3.4 million, comprised of professional, legal and accounting fees of $2.4 million, and $1.0 million in strategic advisory fees related to the Arrangement.
The companies incurred $3.4 million in one-time acquisition-related costs, including $2.4 million in professional, legal and accounting fees and $1.0 million in strategic advisory fees. These costs are non-recurring and will not affect the combined company's statement of operations beyond 12 months after the acquisition date.
Added in current filing · view on EDGAR →
Net assets acquired $ 4,708 Preliminary estimated consideration | $ 7,266 Excess to be allocated to intangible assets and goodwill $ 2,558
The preliminary purchase price allocation shows net assets acquired of $4.7 million against total consideration of $7.3 million, resulting in $2.6 million of excess to be allocated to intangible assets and goodwill. The filing emphasizes this is a preliminary estimate based on historical amounts, as no formal valuation has been completed. The final purchase price allocation could differ materially once detailed valuations are completed.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
The adjustment reflects a transaction bonus issued by Sphere in connection within the consummation of the Arrangement (this adjustment is considered to be a one-time charge and is not expected to recur). ... The adjustment reflects Sphere restricted stock units that accelerate in accordance with the terms of the applicable equity plans (this adjustment is considered to be a one-time charge and is not expected to recur).
Sphere incurred one-time employee compensation charges related to the transaction, including transaction bonuses and accelerated vesting of restricted stock units. These charges are reflected in the pro forma results for the year ended December 31, 2025 but are non-recurring.
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