{"url_path":"/sec/any/8-k/2026-06-03/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-03","source_url":"https://www.sec.gov/Archives/edgar/data/1591956/0001062993-26-003037-index.html","accession_number":"0001062993-26-003037","cik":"0001591956","ticker":"ANY","issuer_name":"Sphere 3D Corp.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1591956/0001062993-26-003037-index.html","primary_entity_key":"0001591956","primary_entity_name":"Sphere 3D Corp."},"word_count":573,"has_tables":true,"body_markdown":"Sphere 3D Corp.: Form 8-K - Filed by newsfilecorp.com\n\nfalse\n2026-05-29\n0001591956\n--12-31\nSphere 3D Corp.\n\n0001591956\n\n2026-05-29\n2026-05-29\n\n**UNITED STATES**\n**SECURITIES AND EXCHANGE COMMISSION**\nWashington, D.C. 20549\n**___________________________**\n\n**FORM 8-K**\n\n**CURRENT REPORT**\n**Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934**\n\nDate of Report (Date of earliest event reported):\nMay 29, 2026\n\nSPHERE 3D CORP.\n(Exact name of registrant as specified in its charter)\n\nOntario\n\n001-36532\n\n98-1220792\n\n(State or other jurisdiction\n(Commission\n(IRS Employer\n\nof incorporation)\nFile Number)\nIdentification No.)\n\n243 Tresser Blvd, 17th Floor\n\nStamford, Connecticut, United States\n06901\n\n(Address of principal executive offices) (ZIP Code)\n\nRegistrant’s telephone number, including area code: (647) 952 5049\n\nNot Applicable\n(Former name or former address, if changed since last report)\n\nCheck the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):\n\n☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n**Title of each class**\n \n**Trading Symbols**\n \n**Name of each exchange on which registered**\n\nCommon Shares\n\n \n\nANY\n\n \n\nNASDAQ Capital Market\n\nIndicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b -2 of this chapter).\n\nEmerging growth company ☐\n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐\n\n**Introductory Note**\n\nAs previously announced, on March 5, 2026, Sphere 3D Corp., a company existing under the laws of the Province of Ontario, Canada (\"Sphere\"), S3D Acquisition Corp., a company existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Sphere (\"Amalco Sub\"), and Cathedra Bitcoin Inc., a company existing under the laws of the Province of British Columbia, Canada (\"Cathedra\"), entered into an arrangement agreement (the \"Arrangement Agreement\"), pursuant to which, on the terms and subject to the conditions set forth therein, Sphere agreed to acquire Cathedra in a stock-for-stock transaction (the \"Arrangement\") pursuant to a plan of arrangement under the *Business Corporations Act (British Columbia)* (the \"Plan of Arrangement\"). On June 1, 2026 (the \"Closing Date\"), pursuant to the terms and conditions set forth in the Arrangement Agreement, Sphere (through Amalco Sub) acquired all of the issued and outstanding subordinate voting shares of Cathedra (the \"Cathedra SV Shares\") and multiple voting shares of Cathedra (the \"Cathedra MV Shares\") pursuant to the Plan of Arrangement with Cathedra becoming a wholly-owned subsidiary of Sphere.\n\nThe foregoing descriptions of the Arrangement and Arrangement Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the Arrangement Agreement, which is included as Exhibit 2.1 to the Current Report on Form 8-K filed by Sphere with the Securities and Exchange Commission (the \"SEC\") on March 11, 2026 and is incorporated by reference herein."}