ANY
ANY · Sphere 3D Corp. · Catalyst Calendar · as of August 15, 2026
Banded 0–3 / 3–6 / 6–12 months, earliest first. Numbering is gapless and runs straight through the bands, so a boundary never resets the count. An ID marks position in the current ordering and changes between revisions, so catalysts are named by title.
The event has happened and the outcome is not yet knowable, and those are two different dates. The performance-condition RSUs were granted in July 2025 and expire twelve months from grant, so that window closed in July 2026. Whether they vested or lapsed is disclosed in the Form 10-Q, whose Note 10 is where this item was read in the first place, and that filing is due August 14, 2026. Filed Dating this item to the expiry alone made it fall due while nothing checkable had been published.
A July 2025 financial advisory agreement carries $25,000 per month plus a $1.45M fee for certain transactions, payable in cash and equity. The Cathedra merger is the obvious candidate to have triggered it. Related performance-condition RSUs (37,036) vest on achievement or expire 12 months from grant.
Expiry without vesting removes a small dilution overhang; the agreement is cancellable on 10 days’ notice.
A $1.45M cash-and-equity fee is material against $3.1M of cash if triggered and unpaid.
Source: Form 10-Q for Q1 2026, Note 10 Equity Incentive Plan and Note 12 Commitments and Contingencies.
80,000 warrants at $27.50 (11 August), 216,293 at $27.50 (23 August) and 142,955 at $665.00 (8 September). At $2.46 all three remain deeply out of the money and will almost certainly expire worthless: cosmetic cap-table cleanup of roughly 439,000 warrants, with no cash inflow. Worth knowing precisely so the share-count reduction is not misread as a reduction in dilution.
Removes roughly 439,000 warrants from the reported overhang.
No proceeds. A reminder of how far the price sits below historic issue levels.
Source: Form 10-Q for Q1 2026, Note 9 Share Capital, warrant schedule.
Positions are disclosed with up to a 45-day lag, so filings confirm entries well after the fact. Endeavor Blockchain’s July purchases fall in the September quarter and would not surface in a 13F until around 16 November, and then only if held in a reporting vehicle.
With roughly 8.6 million shares outstanding, a single credible holder appearing on the register can move the price more than an operating development does. Three holders above 5% are already on file.
Further institutional names validate the AI and HPC repositioning and deepen liquidity.
A 13F showing an exit, or no new names at all, removes the support the July disclosures supplied.
Source: SEC 13F filing rules; Schedule 13D (Endeavor Blockchain and Joshua Kilgore, July 31, 2026).
Proxies go to TSX Trust Company; the Chair may accept late proxies at his discretion. Note the broker-vote asymmetry: the company expects the Name Change and Adjournment to be routine, so brokers may vote uninstructed shares, but the Continuance to be non-routine, making uninstructed street-name shares broker non-votes on that proposal.
Broker discretion on the routine items reduces quorum and passage risk there.
Broker non-votes on the Continuance could slow passage and trigger the adjournment mechanism.
Source: Definitive proxy statement (DEF 14A), July 13, 2026, Notice of Meeting and Broker Non-Votes.
Virtual only; record date July 8, 2026, with 7,641,767 shares outstanding on that date. Three proposals: continuance from Ontario to British Columbia with new articles, eliminating unused preferred series A to G while retaining H and I; a name change to DarkHorse Technologies Inc.; and adjournment. The first two require 66⅔% of votes cast; quorum is 33⅓%. The Board recommends all three.
Two findings from the proxy change how this should be read. The Board may abandon either proposal in its sole discretion even after shareholder approval, so approval is necessary but not sufficient. And the new articles let the directors consolidate issued shares by directors’ resolution or ordinary resolution, lowering the bar for a future reverse split; the Board’s stated rationale cites greater flexibility on share-structure alterations.
A bloc of the register is contractually committed. Cathedra’s information circular of April 2, 2026 records that the Key Holders, defined as Joel Block, Thomas Masiero and Jialin Qu, delivered voting agreements under which, for 24 months following the effective date, each agrees to vote all common shares held at any meeting of shareholders in accordance with the recommendations of the board, subject to exceptions where a Key Holder is materially and disproportionately adversely impacted relative to other holders. On a June 1, 2026 effective date that undertaking runs to June 1, 2028 and therefore covers this vote. Masiero and Qu alone hold about 11.5% of the shares outstanding, and the chief executive is the third party to it.
The activist arrived after the register closed. Endeavor Blockchain’s Schedule 13D of July 31, 2026 reports 500,000 shares, but its dated purchases run 22 to 30 July, all of them after the 8 July record date. Only the 100,000 shares it held before that window carry a vote here, roughly 1.31% of the 7,641,767 entitled to vote, against the committed bloc’s 11.5%. The filing states no view on any of the three proposals and discloses no arrangement with any other holder, and its stated intent to engage the Board would fall after this meeting has settled the name and the jurisdiction. Estimate 500,000 owned less the 400,000 the filing itemises for the sixty-day window, over the record-date count.
Approval formalises the digital-infrastructure identity and unlocks the rebrand. Capital-structure simplification is modest positive housekeeping.
A rebrand changes no fundamentals. The easier consolidation path raises the odds of a fourth reverse split, and registered holders may dissent and demand fair value in cash against a $3.1M balance.
Source: Definitive proxy statement (DEF 14A), July 13, 2026: Proposals 1 to 3, Continuance Process, Rights of Dissent, Appendix A New Articles. Voting agreements per Cathedra Bitcoin Inc. information circular dated April 2, 2026, Conditions to the Arrangement, retrieved from Cathedra’s issuer copy.
This is a distinct, later event than the vote. The continuance requires written consent from the Ontario Securities Commission, consent from the Ontario Ministry of Finance, endorsement by the OBCA Director, then a Certificate of Continuation from the British Columbia Registrar and a Certificate of Discontinuance in Ontario. The name change may be implemented before the continuance through articles of amendment, or concurrently with it, at the Board’s discretion. A new CUSIP will be obtained, and management may decide to seek a new ticker: the DRK symbol is not automatic.
A clean ticker and name transition marks the strategic reset and may broaden screening visibility.
Regulatory consents slip, the Board elects not to proceed, or a CUSIP change creates temporary index and data-feed friction in a thinly traded name.
What to watch: A Form 8-K reporting the Certificate of Continuation, and a Nasdaq symbol-change notice.
Source: Definitive proxy statement (DEF 14A), July 13, 2026: Continuance Process, Procedure for Effecting the Name Change, Effect on Shareholders.
The 28 and 29 July meeting has passed. It held at 3.50% to 3.75% for a fifth meeting on a 9 to 3 vote, with Hammack, Kashkari and Logan dissenting in favor of a hike. Markets had priced roughly a one-in-three chance of an increase, and Citadel Securities publicly forecast one. New chair Kevin Warsh chaired only his second meeting. Bitcoin sits near $63,600 to $64,400, about 49% below its October 2025 peak, with more than $465M of spot-ETF outflows on 23 and 24 July.
The live tail risk is therefore a hike, not a dovish surprise. That matters twice over here: a hike compresses mining revenue and raises the cost of the equity this company must keep issuing.
Warsh signalling patience, or inflation cooling, relieves pressure on Bitcoin and on the cost of equity.
A hike compresses revenue and financing capacity at once. Three dissents mean this is not hypothetical.
Source: Federal Reserve FOMC calendar and the July 29, 2026 decision. Bitcoin level and ETF flows are market data as at July 31, 2026. Equity market data is struck at the August 3, 2026 close.
A three-year initial term from October 18, 2023, then one-year renewals, with either party required to give 30 days’ written notice to avoid renewal. The agreement was assigned from Joshi Petroleum to Evolution Technology LLC effective January 2, 2026. It cost $0.1M in Q1 2026, with a $0.3M deposit on hand representing two months of estimated fees. Smaller than the Campbell arrangement, but a dated decision point on hosted capacity.
Renewal on better terms, or redeployment of those miners to lower-cost owned or co-mining capacity.
Non-renewal or worse pricing means relocation costs and offline hashrate, with deposit recovery at risk.
The notice window is derived from the stated 30-day notice period against the term end. The company has not announced a decision date.
Source: Form 10-Q for Q1 2026, Note 12 Hosting Agreements.
The same transmission mechanism as the September meeting. Included for completeness, and rated moderate rather than high because the dates are certain but second-order for a company whose outcome turns on financing.
A pause or softer language supports Bitcoin and the cost of equity into year-end.
Further hawkish signalling pressures crypto and high-beta micro-caps hardest.
Source: Federal Reserve FOMC calendar.
Forty-five days after quarter-end, rolling from Saturday 14 November. A press release is likely in early November; the Q3 2025 release came on November 4, 2025. This is the first full quarter of combined operations and therefore a cleaner read on the merged model than the stub second quarter. It is also the checkpoint for whether the Bitdeer arrangement is producing measurable revenue.
Evidence the mining and co-mining blend works, with pipeline progress and stabilised cash.
Continued losses and burn, integration friction, further dilution.
Source: SEC filing-deadline rules; Q3 2025 release dated November 4, 2025.
The formal gate under Exchange Act Rule 14a-19 for shareholders intending to solicit proxies for their own director nominees at the 2027 annual meeting. With insiders at roughly 6.4% and no holder above 10%, the register is diffuse enough to make this worth tracking, even if a contest is unlikely at this size.
Passing quietly indicates no organized challenge.
A notice would signal a contested board fight and management distraction.
Source: Definitive proxy statement (DEF 14A), July 13, 2026, Shareholder Proposals for the Next Annual Meeting.
A 12-month term from March 2025 with automatic 12-month renewals and 30 days’ notice to terminate. Simple Mining manages the self-owned 8 MW Iowa site, the vertical-integration asset management points to as lowering cost per Bitcoin. Fees are small, roughly $44,000 in Q1 2026, so the financial stake is minor and the operational dependency is the point. A separate Simple Mining hosting agreement was mutually terminated in November 2025.
Automatic renewal preserves continuity at negligible cost.
Losing the operator for the only owned site would require replacing site management.
Source: Form 10-Q for Q1 2026, Note 12 Management Agreement.
Ninety days after year-end for a non-accelerated filer; the FY2025 Form 10-K was filed on March 27, 2026. This is the definitive document of the cycle: the first audited full-year combined financials, and the authoritative answer on whether the merger, the Bitdeer arrangement and the AI repositioning changed the financial trajectory, including whether the going-concern qualification persists under audit.
Audited figures confirm a scaled, better-funded platform and going-concern doubt is resolved.
Going-concern language survives audit, full-year losses remain large, or acquired assets are impaired.
Source: SEC filing-deadline rules; FY2025 Form 10-K filed March 27, 2026.
Rolling from Saturday 15 May. A trajectory check roughly a year into the combined entity, and the first quarter cleanly comparable to a prior-year combined base.
Sequential improvement on a comparable basis.
Continued losses and dilution a year after the merger.
Source: SEC filing-deadline rules for non-accelerated filers.
One-year terms from the June 25, 2026 announcement, renewable. By mid-2027 the 30 MW arrangement covering three sites comes up for renewal: a fork for 30 MW of the company’s 53 MW, and the first real test of whether the co-mining economics worked for both sides. The company once published a ceiling that this arrangement is well through. The counterparty risk panel of its January 2023 investor presentation, still the only deck on its investor relations presentations page when that page was read on August 20, 2026 states a maximum concentration per provider of 20%, and 30 MW of 53 MW is about 57%. Estimate The policy is three and a half years old and has not been restated, so nothing is in breach. It raises what rides on this renewal without changing when it falls: the company is further into a single counterparty than its own published standard ever contemplated. No date moves and this catalyst does not change state.
Renewal, expansion, or conversion into a larger or AI-oriented arrangement validates the model.
Non-renewal would strand 30 MW and remove a revenue stream built without the company’s own capital.
The renewal date is inferred from the announced one-year term. No renewal date has been announced.
Source: Sphere 3D press release, June 25, 2026: one-year renewable terms, financial terms undisclosed.
The proposed British Columbia articles require an annual meeting at least once each calendar year and within 15 months of the last annual reference date. This is distinct from the August 24, 2026 special meeting. If the August votes carry, the company should by then be DarkHorse Technologies, domiciled in British Columbia. Director elections, auditor appointment and any strategy items surface here. Current leadership is Joel Block as CEO and Kurt Kalbfleisch as CFO, with Timothy Hanley as Board Chair.
A stable board and a cleaner post-rebrand story.
Turnover or contested votes signalling integration friction.
Source: Definitive proxy statement (DEF 14A), July 13, 2026, Appendix A Article 10.1; signature blocks of the Q1 2026 Form 10-Q and the proxy.
Structural items that shape the backdrop but do not trade in the window.
The block reward falls to 1.5625 BTC. The network passed the current cycle’s halfway point in April 2026. This is the dominant long-term structural force on every miner, and it shapes the backdrop and the terminal value of the mining business rather than anything that trades inside the window.
Historically associated with pre-halving strength in Bitcoin, though that association is not a mechanism.
Halves block rewards and pressures less efficient operators.
Source: Bitcoin protocol schedule; halving trackers. Block height is protocol-defined.
Cathedra’s information circular records that the Key Holders, being Joel Block, Thomas Masiero and Jialin Qu, delivered voting agreements committing them, for 24 months following the effective date, to vote all common shares held in accordance with the recommendations of the board, subject to exceptions where a holder is materially and disproportionately adversely impacted. On a June 1, 2026 effective date the undertaking lapses around June 1, 2028.
Until then a bloc of roughly 11.5% held by Masiero and Qu, plus the chief executive’s own holding, votes with the board by contract rather than by choice. That is the governance counterweight to an activist on the register, and it is dated: the counterweight has an expiry.
Board stability through the rebrand, the continuance and any campaign, without reliance on persuasion.
Support that is contractual rather than voluntary tells a reader little about conviction, and it lapses. The date sits outside the twelve-month window and is context rather than a trading event.
Source: Cathedra Bitcoin Inc. information circular dated April 2, 2026, Conditions to the Arrangement, retrieved from Cathedra’s issuer copy. Effective date per the closing release of June 1, 2026.
Ongoing and undated, most material first. These take “Why undated” in place of timing confidence.
The arithmetic makes further issuance close to unavoidable. At March 31, 2026 the company held $3.1M cash and $1.8M of Bitcoin against $3.7M of operating cash burn in the quarter. On the pro forma combined basis filed with the closing Form 8-K the position is barely better: $3.379M of cash and $2.059M of digital currencies, because Cathedra contributed $234,000 of cash. What Cathedra did contribute is liabilities: combined obligations of $10.642M against Sphere’s standalone $1.726M. Shares outstanding stood at 8,619,150 at July 29, 2026.
The 31 July Form 8-K discloses $5,131,036 raised across 2,172,789 shares through 30 July at roughly $2.36 average, equal to about 25% of the current count. The Q1 10-Q had recorded roughly $1.7M drawn against the prior $8.0M offering. That program was terminated and replaced by an Amended and Restated Sales Agreement adding Maxim Group alongside A.G.P., with a new ceiling of $10,300,000. At $2.46 that implies roughly 4.19 million further shares, about 49% of the current count.
The ceiling is set by rule, not ambition. With public float below $75 million the company is bound by the baby shelf limitation: no more than one-third of float in any rolling twelve months. The prospectus supplement shows float of $46,107,198 measured at $5.65 (the 3 June price), a one-third cap of $15.37M, less $5,018,576 already sold, leaving $10,350,490. Float is re-measured at prevailing prices, so headroom moves with the stock: roughly $1.7M at $2.46 and near nil at the $1.63 close of 21 July. The facility is a ceiling, not a balance.
Because the facility sells a fixed dollar amount, price determines the dilution cost. The full $10.3M at $1.63 would need about 6.32 million shares; at $2.46 it needs about 4.19 million, roughly 2.13 million fewer shares for identical proceeds. Financing and share price cannot be analyzed separately here.
Issuing at $2.46 rather than $1.63 costs about 2.13 million fewer shares for the same money, and a higher price widens the baby shelf headroom itself. A strategic raise, or a partner funding capital expenditure, would extend runway and reduce reliance on the facility.
Reflexivity. A falling price shrinks headroom toward zero, foreclosing financing exactly when cash is shortest. Two sales agents signal intent to sell faster, and the stock printed $2.28 after hours on the announcement.
What to watch: Share counts and net proceeds in each 10-Q; any Form 8-K or prospectus supplement; a jump in the reported share count.
Source: Form 8-K and Form 424B5 prospectus supplement, both filed July 31, 2026; Form 10-Q for Q1 2026, Note 9 and Liquidity.
This is a bid-price question, not an equity question: shareholders’ equity was $19.995M at March 31, 2026 against a $2.5M Nasdaq Capital Market requirement, and $24.082M on the pro forma combined basis, so that test is not near breach on either footing. The company’s own going-concern disclosure names Nasdaq non-compliance as a factor that could impair access to funding.
At $2.46 the cushion above $1.00 is more comfortable than at the $1.63 close of 21 July, but the all-time low of $1.08 came in February 2026 and beta is 3.48. This has happened to this company before, and neither document recorded it. Footnote 4 to the share price line of its January 2023 investor presentation, still the only deck on its investor relations presentations page when that page was read on August 20, 2026 states that a Nasdaq extension was granted in January 2023, giving 180 days to regain the $1.00 minimum, against a share price of $0.46 stated as at January 17, 2023. Estimate It is tagged from the deck rather than from a filing because no filing was read for it here, and a deficiency notice of that period would sit in a Form 8-K worth retrieving. No date and no status changes: that deficiency was cured, and this exposure remains price-driven and undated. What changes is that the row no longer reads as though the exposure were novel. The February 2026 consolidation was the third reverse split, and under the proposed British Columbia articles a fourth could be effected by directors’ resolution.
Sustained trading above $1.00 keeps this dormant, and the equity cushion insulates other listing tests.
A deficiency notice starts a cure clock and is a sentiment negative. A further reverse split would be the fourth and is now procedurally easier.
Source: Form 10-Q for Q1 2026, Going Concern, balance sheet and Share Consolidation note; DEF 14A, July 13, 2026, Appendix A Article 9.1.1.3.
A genuine AI or high-performance-compute agreement is the event most likely to re-rate the equity from struggling miner to power and data-center platform. The June 2026 Bitdeer arrangement monetised 30 MW but is Bitcoin mining, not AI. One caution from the filings: at March 31, 2026 the company disclosed it had no power purchase agreements, and firm contracted power is normally a precondition for serious AI counterparties.
Any credible AI, HPC or GPU-hosting agreement, particularly one where the counterparty funds capital expenditure.
Nothing materialises and the rebrand stands as positioning without substance.
Source: Sphere 3D AI-strategy press releases, July 10 to 13, 2026; Form 10-Q for Q1 2026, Overview.
North Campbell Land Company is a wholly owned subsidiary operating roughly 15 MW inside the Hopkinsville Electric System Holland Substation, participating in a flexible-load program that allows rapid curtailment when TVA demand spikes. This is owned infrastructure.
The company has proposed transitioning part of the existing operation beyond Bitcoin mining, developing a new 50 MW data center, and funding construction of a new 65 MW substation, with about 15 MW left available to other Hopkinsville Electric System customers. It is the most concrete expansion plan disclosed, and it is unfunded.
The drafting record is now identified at its source. Community Development Services, the joint Hopkinsville and Christian County planning agency, publishes the proceeding’s own documents: a text amendment as introduced on June 22, 2026, a plan review text amendment carrying edits as of July 17, 2026, a separate Hopkinsville Electric System proposed text amendment, and Data Centers Memo and Resolution 2026-03, together with video of the July 27, 2026 public hearing. Those documents are published as scanned images without a text layer and their operative wording could not be read on August 2, 2026, so this card states that they exist and when, and does not characterise what they say.
The 17 July working draft would classify cryptocurrency mining itself as a data-center use, bringing existing operations within the new rules. Nineteen speakers were heard on 27 July; most residents urged stricter limits or opposition, citing water use, noise, farmland and the small number of permanent jobs. Utility representatives argued data centers could offset future utility costs. The water authority wants technical review before committing capacity. Community Development Services continues drafting, and City Council holds final say.
A size threshold is reported but not established. Local coverage describes the current draft as sorting projects by electrical load and floor area, capping large-scale facilities below 75 MW and 50,000 square feet and barring anything at or above those marks, with buffers of 300, 500 and 1,000 feet by project size. If that is the adopted text it bears directly on this site, where a 50 MW build would sit beside an existing 15 MW. It rests on press reporting alone, the primary text being unreadable as above, so it is recorded as reported rather than carried as a figure, and no falsification test is built on it. Press
A workable ordinance plus council approval de-risks the 50 MW build and gives the AI thesis its first permitted capacity.
Restrictive thresholds on size, water or noise could block the expansion or burden the existing 15 MW. Local opposition is organized and on the record.
What to watch: The department recommendation and any City Council vote; whether the final draft keeps mining inside the data-center definition; whether the adopted text carries a megawatt cap and at what level; and whether financing for the substation is announced.
Source: Community Development Services published documents, 22 June and July 17, 2026, and its July 27, 2026 public hearing record Filed; Hoptown Chronicle and Kentucky New Era, July 27 to 30, 2026, WKMS, July 23, 2026, and WKDZ and WHOP, July 26 to 28, 2026 Press; company expansion announcement, July 29 to 30, 2026 Filed. Not yet reflected in any periodic SEC filing.
The Q1 2026 Form 10-Q states that the company does not have any power purchase agreements for the supply of power, as at March 31, 2026 and therefore pre-merger, with Cathedra’s arrangements not yet visible. This matters because firm, long-dated contracted power is normally the precondition for AI and HPC counterparties, who need certainty before committing to a site. It does not disprove the AI ambition, since the merger added owned sites and interconnection may be pursued, but it means any AI announcement should be read alongside the power story that would have to support it.
First disclosure of purchase or interconnection agreements would remove the main structural objection to the AI thesis.
Without firm power, AI and HPC language remains positioning rather than pipeline.
What to watch: First disclosure of power purchase, interconnection or firm-power contracts in the Q2 10-Q.
Source: Form 10-Q for Q1 2026, Overview.
The largest single determinant of revenue. All revenue is Bitcoin mining revenue recognized at the spot price at contract inception. Because the company sells Bitcoin to fund operations, price drives runway as well as the income statement: Q1 2026 carried a $1.0M realized loss on Bitcoin sales and a $0.6M negative fair-value change.
Higher Bitcoin or hashprice lifts revenue, treasury value and financing terms at once.
Weakness compresses revenue and forces more dilutive selling, and rising difficulty erodes the share of rewards regardless of price.
Source: Form 10-Q for Q1 2026, Revenue Recognition, Note 4 Bitcoin, Change in Fair Value of Bitcoin.
Fully diluted stands at 13,666,618 shares: 8,619,150 outstanding, plus 1,686,834 RSUs and restricted stock awards (up from 653,815 at 31 March), 1,387,117 from Series I Preferred conversion, 1,433,045 warrants at a weighted-average $86.40, 48,551 options at $21.31, and 491,921 of Series H plus plan reserve. With the facility fully drawn that reaches roughly 17.9 million.
Two further executive entitlements are recorded in Cathedra’s circular and appear in neither company’s SEC filings as reviewed. First, Joel Block held 1,447,584 Cathedra restricted share units that, unlike all other Cathedra units, did not accelerate on closing; they were exchanged for replacement units on the same economic and vesting terms, which at the 0.123014 ratio is about 178,073 units over common shares. The pro forma information filed with the closing Form 8-K confirms that figure exactly, recording approximately 2.9 million Cathedra units outstanding at May 29, 2026 and replacement units over 178,073 common shares issued to a single holder, with the remainder accelerating. These are separate from the inducement award below and, having been issued at closing, would fall inside the 1,686,834 restricted stock figure at 29 July. Second, under an employment agreement dated September 25, 2025 as amended, Mr Block is entitled to a bonus of US$1,600,000 on consummation of the arrangement and achievement of certain performance milestones, not payable until those milestones complete. Against $3.1M of cash at 31 March that is a contingent claim worth naming.
The chief executive was granted a separate and larger award on appointment. The closing release of June 1, 2026 states that Joel Block is entitled to a one-time inducement equity award of 500,000 restricted stock units, settled in common shares, vesting bi-annually in four equal installments over two years with the first tranche at the six-month anniversary of the grant date, subject to continued employment and to Compensation Committee and board approval, and granted under Nasdaq Rule 5635(c)(4). On a 1 June commencement the first tranche would fall due around December 2026. Taken with the chief financial officer’s grant below, disclosed executive restricted stock totals 750,000 units, roughly 8.7% of the 8,619,150 shares outstanding.
Whether the 500,000 inducement units already sit inside the 1,686,834 restricted stock figure disclosed at 29 July cannot be settled from the documents reviewed. The award was stated as subject to committee and board approval, and no grant date has been published. The units are therefore described here and not added to the fully diluted total, which would double count them if they are already included.
A Form 4 records that on June 8, 2026 the CFO received 250,000 RSUs vesting December 2026 to June 2028, accelerating in full on a Vesting Event, defined as a Change in Control or a dissolution, liquidation or wind-up. It was filed seven weeks before the activist Schedule 13D, and the acceleration clause is relevant both to any campaign ending in a change of control and to the wind-up branch of a going-concern scenario.
The other channels: Series I Preferred carrying 8% payment-in-kind dividends for three years with staged conversion, subject to a 7% ownership cap and a Nasdaq exchange cap; and the warrant tail that survives the August and September expiries.
Ownership and exchange caps pace preferred conversion, and the $9.40 warrants only convert on a large recovery, which would itself be good news.
Compounding dilution from issuance, RSU vesting and payment-in-kind accrual, all at depressed prices.
Source: Form 424B5, July 31, 2026, Offering and Dilution tables; Form 4, June 10, 2026; Form 10-Q for Q1 2026, Notes 9, 10 and 11; merger Form 8-K for Series I terms.
Bitdeer deploys its SEALMINER hardware across three Tennessee and Kentucky sites and the two parties share net mining proceeds, on one-year renewable terms with undisclosed financial terms. The near-term question is how quickly the 30 MW energises and what it contributes to reported hashrate and revenue.
A faster ramp lifts hashrate without the company funding the hardware, which matters given the cash position.
Slow energisation, disappointing economics, or counterparty concentration on a single partner for a large share of capacity.
Source: Sphere 3D press release, June 25, 2026. Terms not yet visible in a periodic filing.
All mining revenue runs through a single mining pool operator, Foundry Digital LLC, and all Bitcoin sits with a single custodian whose accounts are not FDIC-insured. The company also depends on a small number of miner suppliers with no purchase agreement in place, and holds cash above insured limits at three banks. Each is a single point of failure.
Consolidating on established counterparties simplifies operations at a three-person company.
Failure or withdrawal at the pool, the custodian or a supplier would interrupt revenue or asset access without warning.
Source: Form 10-Q for Q1 2026, Note 2 Concentration Risk.
A fourth reverse split does not require the continuance, because the authority already exists. At the special meeting of May 15, 2026 shareholders passed a special resolution, needing two-thirds of votes cast and carrying 1,231,229 to 220,731, or 84.57%, to amend the current articles to consolidate the common shares on a one-for-up-to-five basis, at an exact ratio and a date to be determined by the board in its sole discretion. The proxy states no expiry. It is unexercised, and it sits on top of the 1-for-10 consolidation already effected on February 9, 2026 (R1).
The August vote would loosen the procedure further rather than create it. Under the proposed British Columbia articles the directors may consolidate issued shares by directors’ resolution or ordinary resolution (Article 9.1.1.3) and may change the company’s name by directors’ resolution (Article 9.3). The distinction matters for timing: a consolidation can be effected before the continuance and without any further shareholder vote.
In the near term, registered holders who follow the Ontario Business Corporations Act section 185 procedure may dissent and demand fair value in cash, a modest but real claim against a $3.1M balance. Beneficial owners in street name cannot dissent directly; only registered holders can.
A consolidation lifts the quoted price away from the $1.00 listing threshold without a further vote, and simplifies the capital structure.
A fourth reverse split can be effected at the board's discretion at any time, without notice to shareholders beyond the amendment itself, and a cash claim from dissenting registered holders lands at a company with $3.1M of cash.
Source: Form 8-K, May 21, 2026, Item 5.07, and its Exhibit 99.2 report of voting results Filed; definitive merger proxy (DEFM14A), April 16, 2026, Consolidation Proposal Filed; definitive proxy statement (DEF 14A), July 13, 2026: Rights of Dissent, Appendix A Articles 9.1.1.3 and 9.3, Appendix C Filed.
The highest-frequency operating signal between earnings. The Q1 2026 baseline: 25.3 BTC mined, down 17.0% year on year, 0.84 EH/s capacity, 17.1 J/th average efficiency with the fleet refresh substantially complete, and 26.2 BTC held. Management said it anticipates increasing exahash through 2026.
Hashrate climbing toward the ~1.2 EH/s combined figure, and Bitcoin holdings stabilising rather than being sold down.
Falling holdings signal continued treasury liquidation to fund operations, the clearest runway warning available between filings.
Source: Form 10-Q for Q1 2026, Overview and Note 4 Bitcoin; company press-release history.
Large-miner results move micro-cap miners through sentiment and sector multiples: MARA, RIOT, CLSK, CORZ, WULF and CIFR, clustered in early February, May, August and November. Bitdeer’s results now matter directly, since it is the counterparty on 30 MW of capacity and its financial health is this company’s counterparty risk.
Favorable sector prints and AI-conversion deals at peers lift the read-across multiple.
Sector disappointment, or Bitdeer-specific stress, transmits directly.
Source: Peer reporting calendars; Bitdeer co-mining relationship per the June 25, 2026 press release.
A legacy secured convertible note to Rainmaker Worldwide was settled in January 2026 for a one-time $0.5M payment due February 27, 2026. That payment was not received, and under the settlement the amount owed increases by $50,000 each month. All amounts are fully reserved, so there is no further downside to earnings, and any recovery would be unreserved gain against a $3.1M cash balance.
Any collection is unreserved gain and incremental liquidity, and the claim grows $50,000 monthly.
Already fully written off; collection may never occur, and enforcement costs money.
Source: Form 10-Q for Q1 2026, Note 5 Rainmaker Promissory Note.
A cash-burning company with a going-concern warning and payment-in-kind dividends accruing on preferred will not repurchase shares or pay a common dividend. The proposed British Columbia articles reinforce this: Article 7.2 prohibits purchasing shares where there are reasonable grounds to believe the company is or would become insolvent.
Capital is retained for operations and site investment rather than returned.
No capital return is available to support the share price.
Source: Form 10-Q for Q1 2026, Going Concern; DEF 14A, July 13, 2026, Appendix A Articles 7.2 and 22.
The company reports only ordinary-course claims and states that, on current information, it does not believe there is a reasonable possibility of a material loss, individually or in aggregate. A prior litigation resolved, cutting legal fees by $1.1M year on year.
The docket now corroborates the disclosure rather than the disclosure standing alone. A federal docket search on August 2, 2026 returns twelve matters naming the company as a party and every one is terminated. The most recent was filed on March 19, 2024 and closed on April 15, 2024. Nothing has been filed against or by the company in a federal court since. No matter at any point carries a securities nature of suit: the nearest, a 2023 action in the Northern District of Texas, is an employee-benefits claim terminated in April 2024, and the two actions against Gryphon Digital Mining were brought by this company and are closed, the later of them in March 2025. A merger-related or securities suit arising from the June 1, 2026 combination would be new, and none had appeared as at the search date.
A clean docket supports management focus at a three-person company, and the absence is now checked against a court index rather than inferred from the issuer's own account of it.
A merger-related or securities suit could emerge and is not visible in advance. State-court and Canadian matters are outside the index searched.
Source: Form 10-Q for Q1 2026, Note 12 Litigation, Item 1 Legal Proceedings, and the general and administrative discussion Filed; CourtListener RECAP federal docket index, searched August 2, 2026 Filed.
Closed items, kept for the record, ordered by resolution date. A resolved catalyst takes the next free R number; it does not carry its old identifier over. Every item below states a completion date, so none sorts last for want of one.
Share count fell from 33,925,259 to roughly 3,392,525, with a new CUSIP and the ANY symbol retained. This was the third reverse split after 1-for-25 in 2017 and 1-for-8 in 2018, the pattern that makes bid-price compliance a live rather than theoretical concern. The all-time low of $1.08 came eleven days later, on February 20, 2026.
Source: Sphere 3D business and financial update, February 6, 2026; Form 10-Q for Q1 2026, Share Consolidation note.
The document that anchors most of this calendar. Revenue $1.9M, down from $2.8M; net loss narrowed to $4.1M from $8.8M; cash $3.1M against $3.7M of operating burn in the quarter; going-concern doubt reaffirmed. Operationally better than expected: 0.84 EH/s and 17.1 J/th average efficiency with the fleet refresh substantially complete. Bitcoin holdings fell from 37.3 to 26.2 BTC as the company sold more than it mined. These are pre-merger, standalone figures.
Source: Form 10-Q for Q1 2026, filed May 15, 2026, read in full.
An all-stock combination creating a 53 MW platform across five data centers in Iowa, Kentucky and Tennessee with roughly 1.2 EH/s. The company issued 2,405,300 common and 1,387,117 preferred shares with an aggregate fair value of $7.266M, struck at $1.90 per common share as of May 29, 2026 and $1.93 per preferred, plus replacement warrants valued at $19,000. Against net assets acquired of $4.708M that leaves $2.558M of goodwill pending an allocation not yet performed. Acquisition costs of about $3.4M, being $2.4M of professional fees and $1.0M of strategic advisory fees, plus a $0.49M transaction bonus and $0.735M of accelerated restricted stock, were charged in connection with it. former Cathedra security holders held approximately 33% of the voting rights against roughly 67% for pre-existing shareholders. Cathedra’s circular states a different figure on a different basis: Cathedra shareholders would hold approximately 49% of the issued and outstanding shares on a partially diluted basis, assuming full conversion of the Series H and Series I preferred, exercise of certain options, and vesting of replacement and existing restricted units. Both are correct on their own footing, and the gap between 33% and 49% is itself the measure of what the preferred and the unvested equity carry. Holders of Cathedra subordinate voting shares received 0.123014 of a common share for each share held and holders of multiple voting shares received 12.3014 common shares each, economically equivalent consideration for both classes. Certain key Cathedra shareholders were subject to a 7% post-closing ownership cap, with consideration above that cap taken in the new series of non-voting preferred shares, which is the origin of the Series I stock. The securities were issued unregistered in reliance on the exemption at Securities Act Section 3(a)(10). Joel Block became CEO, with Kurt Kalbfleisch moving to CFO, having signed the Q1 10-Q as CEO. The board is Tim Hanley as Chair with Marcus Dent, Kurt Kalbfleisch, Nicholas Gates and Joel Block, three of them independent; Mr Dent had served as a Cathedra director since 2021. Thomas Masiero became Head of Strategy, which places a holder recorded elsewhere on this calendar as a passive filer inside management. The Cathedra board received a fairness opinion from Evans & Evans Inc. dated March 5, 2026, for a fixed fee not contingent on its conclusion or on completion, and approved the transaction on February 24, 2026; the Sphere board approved on March 5, 2026. A termination fee of US$500,000 applied, and Sphere could decline to complete if holders of more than 5% of Cathedra shares dissented. The exchange ratios carried anti-dilution adjustment where Sphere issued units, options, or common shares under its at-the-market agreement for net proceeds above US$1,000,000, so as to preserve the proportionate ownership of Cathedra holders. Cathedra’s shares were delisted from the TSX Venture Exchange and the OTCQB at the close on June 2, 2026, and Cathedra stated it would apply to cease to be a reporting issuer in Canada. Share count roughly doubled, from 4,243,822 on 13 May to 7,641,767 by the 8 July record date and 8,619,150 by 29 July.
Source: Form 424B5, July 31, 2026, Recent Developments; Sphere 3D press releases, 5 March and June 1, 2026; merger Form 8-K filings; Form 10-Q for Q1 2026, Note 1.
Bitdeer deploys its SEALMINER hardware across three Tennessee and Kentucky sites and the two parties share net mining proceeds. This is the first concrete monetisation of the company’s power capacity, and it adds hashrate without the company funding the hardware, which matters against a $3.1M cash balance. It is Bitcoin mining, not AI.
Source: Sphere 3D press release, June 25, 2026.
The company engaged EA Advisors LLC as a strategic adviser for AI and high-performance-compute initiatives, then added investor-relations and government-relations advisers, and has been taking investor meetings. This is the machinery behind the repositioning. What it has not yet produced is a contract.
Source: Sphere 3D press releases, 8 June, 10 June and July 10, 2026.
The company proposed renaming itself DarkHorse Technologies Inc. and reserved the Nasdaq ticker DRK, alongside a proposed continuance from Ontario to British Columbia. The proxy set a virtual special meeting for 24 August with an 8 July record date and 66⅔% approval thresholds. Reading the proxy surfaced two things the announcement did not: the Board may abandon either proposal even after shareholder approval, and the new articles would let directors consolidate shares by directors’ resolution.
Source: Sphere 3D press release, June 30, 2026; definitive proxy statement (DEF 14A) filed July 13, 2026, read in full.
Mike Alfred of Alpine Fox disclosed an exploratory 199,000-share position, about $380,000, or 2.31% of shares outstanding, after a meeting with the CEO. The stock closed 8.2% higher at $1.91, adding roughly $1.15M of market capitalization, about three times the position’s value. It sits below the 5% Schedule 13D and 13G threshold, which is 382,088 shares against the 7,639,893 then outstanding, so no filing was triggered.
Source: Mike Alfred, account @mikealfred on X, July 24, 2026. The tag asserts that the account published this statement on that date, never that the position is as described; the share count and percentage are computed against the 8,619,150 shares in the Form 424B5. Not relied on as the sole basis for any material claim.
The prior $8.0M program with A.G.P. had drawn $5,131,036 across 2,172,789 shares through 30 July at roughly $2.36 average. That offering was terminated and replaced by an Amended and Restated Sales Agreement adding Maxim Group, with a ceiling of $10,300,000, roughly half the current market capitalization.
Source: Form 8-K, July 31, 2026, Items 1.01 and 8.01, read in full.
500,000 shares, disclosed as 6.54% against the 8 July count and 5.80% against the 8,619,150 shares outstanding at 29 July, acquired for roughly $988,384 at about $1.98 average, with 400,000 bought on five dates from 22 to 30 July at $1.54 to $2.45. The filers state the shares were undervalued and that they intend to engage with management and the Board regarding opportunities for value creation. It is a Schedule 13D, the activist form.
Neither reporting person holds a single share on a sole basis. Both report 0 sole voting and 0 sole dispositive power and the same 500,000 as shared, Endeavor Blockchain holding directly and Mr Kilgore indirectly as its managing member, so the group aggregate is 500,000 rather than twice that. Item 6 discloses no contract, arrangement or understanding of any kind, and no exhibit is filed. The block is uncommitted, and it is an initial statement rather than an amendment.
Most of it cannot be voted at the special meeting. The record date was July 8, 2026 and all five purchase dates fall after it, so the 400,000 shares bought on them carry no vote at the special meeting: British Columbia continuance and DarkHorse rebrand (D6). The residual 100,000 lies outside the sixty-day window Item 5 itemises and was held at the record date, which the 29 July event date confirms, 5% of 7,641,767 being 382,088 and the holding reaching 390,000 only with those 100,000 already in hand. Voting weight at that meeting is about 1.31%, against an economic position of 5.80%. Estimate 500,000 owned less the 400,000 itemised, over the 7,641,767 record-date count.
The same group ran a campaign at Mawson Infrastructure, reaching about 44.9% and launching a consent solicitation to nominate directors, push AI and HPC strategy and pursue recapitalisation. It ended in a cooperation agreement seating five new directors, a Strategic Transactions Committee, participant Phil Stanley as CEO, and an April 2026 rename to Big Digital Energy. That group’s stake there then fell from 44.9% to 30.0% as the company issued shares. Two Schedule 13G filings were made earlier in July: Thomas Masiero at 5.96% through three trusts and Jialin Qu at 5.53% through the Togetsu Trust, both former Cathedra holders, taking holders above 5% to roughly 17.3% of the register.
Source: Schedule 13D (Endeavor Blockchain LLC and Joshua Kilgore), July 31, 2026; Schedules 13G, July 8 and 20, 2026; Mawson Form 8-K and press release, April 23, 2026.
The Form 10-Q was filed on August 14, 2026, the statutory deadline, and not on the aggregator estimate of August 4 that this card had flagged as a cadence estimate rather than a company announcement. Revenue was $2.45M against $3.02M a year earlier, and $4.37M for the six months against $5.84M.
The quarter is dominated by impairment. Property and equipment was written down by $7.04M and intangible assets by $0.59M, together three times the revenue of the period, and general and administrative expense more than doubled to $4.83M from $2.13M as the merged company absorbed the costs of combining.
The liquidity question this card was set to answer has a thinner answer than the $3.1M it anticipated. Cash and equivalents stood at $2.85M at June 30, 2026 against $3.71M at December 31, 2025, and the Bitcoin position fell to $1.20M from $3.26M. Total current assets were $6.12M against $8.68M. The merger placed $3.28M of goodwill on a balance sheet that carried none at the year end, and total assets were near flat at $24.87M against $25.12M.
The cover states 8,704,816 common shares outstanding as of August 11, 2026, against the 8,619,150 as of July 29, 2026 that the prospectus supplement had disclosed.
Source: Form 10-Q for the quarter ended June 30, 2026, filed August 14, 2026; Form 8-K of August 14, 2026 furnishing the results release as Exhibit 99.1.
Every category reviewed appears as a row, including those that produced catalysts, which read across by title and ID. A category checked and found empty is recorded rather than omitted, and a category nobody examined reads Not established rather than None.
| Category | Status | Basis |
|---|---|---|
| Earnings | Covered above | Q2 2026 results (R11), Q3 2026 results (D11), FY2026 annual results (D15), Q1 2027 results (D16). |
| Product launches | Covered above | The company sells hashrate and hosted capacity, not products. The nearest analogue, site energisation, is covered by the Bitdeer 30 MW deployment ramp (S8) and the Hopkinsville zoning ordinance and the 50 MW expansion (S4). |
| Investor days | Not established | No investor day was searched for in any company release or filing. The absence of a finding here is a gap, not a clean bill, and it is named in section 9. Part of that search has since been done, and the gap is narrowed rather than closed. The company’s investor relations presentations page was read on August 20, 2026 and carries one deck, dated January 2023, with nothing since and no investor day or capital markets day material of any kind. Estimate That is one place, not the two this row names: company releases and filings still were not searched for this purpose, so the status stays as it is. The page settles something else on its own: an issuer presenting itself as moving into AI and high-performance compute has published no investor presentation in three and a half years. |
| Regulatory decisions | Covered above | Hopkinsville zoning ordinance and the 50 MW expansion (S4); Nasdaq minimum bid-price compliance (S2); continuance effective date, which is gated by Ontario Securities Commission and Ontario Ministry of Finance consents (D7). |
| Lawsuits | None | Checked against the Q1 2026 Form 10-Q, Note 12 Litigation and Item 1 Legal Proceedings, which report ordinary-course claims only and no reasonable possibility of material loss, and against the CourtListener RECAP federal docket index searched on August 2, 2026, which returns twelve matters naming the company and all of them terminated, the most recent filed March 19, 2024. Carried as a standing condition at Litigation (S15). |
| Macro events | Covered above | FOMC meeting, September 2026 (D8); FOMC meeting, October 2026 (D10); Bitcoin price, hashprice and network difficulty (S6); next Bitcoin halving (D19). |
| Industry conferences | Not established | No conference calendar was checked. Named in section 9. |
| Management changes | Covered above | The 2027 annual general meeting carries director elections (D18). Leadership changes at the merger are recorded at the Cathedra Bitcoin merger completed (R3). |
| Buybacks | None | Checked against the Q1 2026 Form 10-Q going-concern disclosure and the proposed articles at Appendix A of the July 13, 2026 proxy, Article 7.2, which prohibits share purchases where insolvency is a reasonable prospect. Carried at Buybacks and common dividends (S14). |
| Dividends | None | No common dividend has been declared or paid. Series I Preferred carries 8% payment-in-kind dividends, recorded at Dilution mechanics (S7). Checked against the same sources as buybacks. |
| Major contracts | Covered above | Bitdeer 30 MW deployment ramp (S8) and its renewal decision (D17); Evolution Technology hosting renewal (D9); Simple Mining Iowa management agreement renewal (D14); AI or HPC contract (S3). |
Sits across every other catalyst rather than beside them.
Every dated item on this calendar is read against a share count that moves underneath it. Shares outstanding stood at 8,619,150 at July 29, 2026, and fully diluted stands at 13,666,618. The at-the-market facility described at capital raise and ATM utilization (S1) can add roughly 4.19 million more at $2.46.
The overlay has a mechanical edge that ordinary dilution does not. Because the facility is capped at one-third of public float and float is re-measured at prevailing prices, the company’s financing capacity is a function of its own share price: about $1.7M at $2.46, against the $5.65 measurement price used in the supplement, and near nil at the $1.63 close of 21 July. A falling price therefore closes the financing window at the moment cash is shortest. Every catalyst below the top of this calendar should be read with that reflexivity in mind.
Three consequences worth stating plainly. Issuance restates ownership without anyone trading: the three holders above 5% were all filed against earlier counts and are already at 5.96%, 5.80% and 5.53%. Issuance also outruns disclosure, since data providers are dividing by the 8 July record-date count. And issuance is the mechanism by which the activist at Mawson Infrastructure fell from 44.9% to 30.0%, which is the precedent the Endeavor Blockchain Schedule 13D (R9) sits against.
What would prove this read wrong, stated in advance. Each trigger is settleable from a document; an unquantified threshold is not a test.
| # | If this happens… | …this was wrong | Status |
|---|---|---|---|
| 1 | The company files a Form 8-K or prospectus supplement disclosing cumulative at-the-market sales above $10,300,000 under the Amended and Restated Sales Agreement. | That the $10.3M ceiling binds. If sales exceed it, the shelf constraint described at capital raise and ATM utilization (S1) has been mis-stated or the float was re-measured higher. | Untriggered |
| 2 | Shares outstanding reported on the cover of the Q2 2026 Form 10-Q exceed 13,666,618. | That fully diluted stands at 13,666,618 (S7). Crossing it on the common count alone would mean issuance beyond every instrument enumerated in the 31 July prospectus supplement. | Untriggered |
| 3 | Any periodic filing or Form 8-K discloses an executed power purchase agreement, interconnection agreement or firm-power contract. | That the company has no contracted power (S5), which is the standing objection to the AI and HPC thesis (S3). | Untriggered |
| 4 | A Schedule 13D amendment from Endeavor Blockchain reports beneficial ownership of 10% or more, or nominates directors. | That the position is an opening stake rather than a control campaign, as characterised at the Endeavor Blockchain Schedule 13D (R9). | Untriggered |
| 5 | Hopkinsville City Council adopts a data-center ordinance whose final text excludes cryptocurrency mining from the data-center definition. | That existing operations are exposed to the ordinance, as described at Hopkinsville zoning and the 50 MW expansion (S4). | Untriggered |
| 6 | The Q2 2026 Form 10-Q omits going-concern language, or the FY2026 Form 10-K is issued without a going-concern explanatory paragraph. | That going-concern doubt is live and unresolved, which underpins the liquidity framing throughout. | Untriggered |
| 7 | The closing price falls below $1.00 for 30 consecutive business days, or the company discloses receipt of a Nasdaq deficiency notice. | That the cushion above $1.00 is adequate at present, as stated at Nasdaq minimum bid-price compliance (S2). | Untriggered |
Every ID in one table, gapless within each class. Links point at title slugs so they survive renumbering.
The earlier version of this calendar identified items by a plain sequence, with separate S and C prefixes for standing and completed entries. That scheme is retired. The map below runs from those identifiers to the current IDs, so earlier references remain resolvable.
| Was | Now | Catalyst |
|---|---|---|
| 01 | S1 | Capital raise and ATM utilization |
| 02 | S6 | Bitcoin price, hashprice and network difficulty |
| 03 | D1 | Performance RSUs expire; advisory transaction fee |
| 04 | D8 | FOMC meeting, September 2026 |
| 05 | R11 | Q2 2026 results |
| 06 | D3 | Institutional 13F disclosures |
| 07 | D2 | Three warrant tranches expire |
| 08 | D5 | Proxy submission deadline |
| 09 | D6 | Special meeting: continuance and rebrand |
| 10 | D7 | Continuance effective date; ticker and CUSIP change |
| 11 | D9 | Evolution Technology hosting renewal decision |
| 12 | S8 | Bitdeer 30 MW deployment ramp |
| 13 | S11 | Monthly Bitcoin production and holdings updates |
| 14 | D10 | FOMC meeting, October 2026 |
| 15 | S4 | Hopkinsville zoning ordinance and the 50 MW expansion |
| 16 | D11 | Q3 2026 results |
| 17 | D12 | Shareholder proposal deadline for the 2027 annual meeting |
| 18 | S2 | Nasdaq minimum bid-price compliance |
| 19 | S3 | AI or HPC contract |
| 20 | S12 | Peer and Bitdeer earnings read-across |
| 21 | D13 | Universal proxy notice deadline |
| 22 | D14 | Simple Mining Iowa management agreement renewal |
| 23 | D15 | FY2026 annual results |
| 24 | D16 | Q1 2027 results |
| 25 | D17 | Bitdeer co-mining renewal decision |
| 26 | D18 | 2027 annual general meeting |
| 27 | S7 | Dilution mechanics |
| 28 | S13 | Rainmaker note default |
| S1 | S14 | Buybacks and common dividends |
| S2 | S15 | Litigation |
| S3 | S9 | Revenue and custody concentration |
| S4 | S5 | No power purchase agreements |
| S5 | S10 | Share consolidation authority and dissent rights |
| S6 | D19 | Next Bitcoin halving |
| C1 | R3 | Cathedra Bitcoin merger completed |
| C2 | R4 | Bitdeer 30 MW co-mining agreements signed |
| C3 | R6 | DarkHorse rename proposed, definitive proxy filed |
| C4 | R7 | First notable outside investor position disclosed |
| C5 | R2 | Q1 2026 results filed |
| C6 | R1 | 1-for-10 reverse split effected |
| C7 | R5 | AI and HPC advisory and investor-relations build-out |
| C8 | R8 | At-the-market facility expanded to $10.3M |
| C9 | R9 | First activist position, Endeavor Blockchain Schedule 13D |
| C10 | R10 | Prospectus supplement discloses share count and shelf ceiling |
| Tag | What it asserts |
|---|---|
| Filed | Stated in an SEC filing or company release, cited by form and date. Extended to dated official publications by named non-SEC issuers: the Federal Reserve FOMC calendar and the July 29, 2026 policy decision, published by the Board of Governors, and the Bitcoin halving schedule, protocol-defined at block height 1,050,000. What the tag asserts is unchanged: a named body published this on this date and a reader can go and look. |
| Estimate | Derived or modelled here, with the arithmetic shown. |
| Open | Expected but unconfirmed. Nothing filed either way. |
| Market | Price, volume or float data stamped with its close date. Extended to third-party characterisations of others’ facts, including the local reporting used for the zoning proceeding. |
| Press | A named publication that is neither the issuer nor an analyst, cited by outlet and date. Asserts only that a statement was made on a stated date, never that it is true. Not the sole basis for any material claim here, and it appears in no masthead figure. The reported zoning capacity threshold carried at the Hopkinsville zoning ordinance and the 50 MW expansion (S4) is recorded as reported rather than established, and no falsification test is built on it. |
| Social | A named account, cited by handle and date. Asserts only that a statement was made on a stated date, never that it is true. Not the sole basis for any material claim here, and it appears in no Basis item and in no masthead figure. |
| Level | Means |
|---|---|
| High | Date is company-announced, protocol-defined, or statutorily fixed. |
| Medium | Date inferred from filing cadence or a stated deadline window. |
| Low | Date is a judgment call. Could move by a quarter or more. |
Two defects remain unresolved.
Falsification test 5 rests on a threshold the file still does not state, though the gap has narrowed. The test reads “Hopkinsville City Council adopts a data-center ordinance whose final text excludes cryptocurrency mining from the data-center definition.” That trigger is settleable from the adopted ordinance, so it stands as written. What the file cannot supply is the quantified threshold that would make a restrictive outcome testable. The draft documents themselves have now been located and are named and dated at the Hopkinsville zoning ordinance and the 50 MW expansion (S4), so the obstacle is no longer that they could not be found: they are published as scanned images with no text layer and could not be read on August 2, 2026. A reported cap of 75 MW and 50,000 square feet is carried there as press reporting only. Every trigger must name an observable event settleable from a document, and a threshold this file has not read cannot carry one, so no test is built on that figure. Resolving it requires the operative text of the adopted ordinance.
The 2027 annual general meeting (D18) carries a date the file cannot settle. The source states only “likely mid-2027” against an articles requirement of once each calendar year and within 15 months of the last annual reference date. The last annual reference date is not recorded anywhere in the source, so the 15-month outer limit cannot be computed and the item is banded on judgment alone. Confidence is recorded as Low for that reason.
Confidence rates timing, never outcome. A High-confidence catalyst can be a coin flip; a Low-confidence one can be near-certain in direction.
Impact is independent of confidence. A High-impact, Low-confidence item is the most important kind here: it matters enormously and could land any time.
Primary filings and company releases first, with form type and date.
Primary filings. Form 424B5 prospectus supplement, July 31, 2026, read in full. Form 8-K, July 31, 2026, Items 1.01 and 8.01. Schedule 13D, Endeavor Blockchain LLC and Joshua Kilgore, July 31, 2026. Schedules 13G, Thomas Masiero July 8, 2026 and Jialin Qu July 20, 2026. Definitive proxy statement (DEF 14A), July 13, 2026, read in full. Form 4, June 10, 2026. Form 10-Q for the quarter ended March 31, 2026, filed May 15, 2026, read in full. Form 10-K for FY2025, filed March 27, 2026. Merger Form 8-K filings, March 11, 2026.
Company releases. Business and financial update, February 6, 2026. Merger announcements, 5 March and June 1, 2026. EA Advisors engagement, June 8 and 10, 2026. Bitdeer co-mining agreements, June 25, 2026. Proposed rename and ticker reservation, June 30, 2026. Investor and government relations advisers, July 10, 2026. Hopkinsville expansion, July 29 and 30, 2026.
Non-SEC official publications, tagged Filed under the extension in this file’s provenance scheme. The Federal Reserve FOMC calendar and the July 29, 2026 policy decision are published by the Board of Governors on stated dates. The Bitcoin halving schedule is protocol-defined at block height 1,050,000.
Press and social. Two provenance categories are used in this file for the first time and are stated here rather than assumed. Press covers a named publication that is neither the issuer nor an analyst, cited by outlet and date. Social covers a named account, cited by handle and date. Both assert only that a statement was made on a stated date, never that it is true; neither is the sole basis for any material claim here, and neither appears in the Basis banner or in any masthead figure.
Canadian filings: the status is older than this file recorded, and one filing has now been read. The position recorded here previously was that the company became a reporting issuer in British Columbia, Alberta and Ontario on completion of the arrangement on June 1, 2026, and therefore acquired Canadian obligations at closing. The inference was wrong even though the sentence it rested on was not. The acquirer’s own definitive merger proxy of April 16, 2026 settles when the status began: in the arrangement agreement representations that document states that Sphere “is a ‘reporting issuer’ not in default… of each of the Provinces of British Columbia, Alberta, and Ontario”, and separately that Sphere “will continue to be a reporting issuer” in those three provinces. A closing document describing what a company becomes on completion is written from the transaction and can describe continuation as readily as creation; the earlier proxy is written from before it and says the status already existed. Both are accurate from where they stand, and reading the later one first inverted the history. The same representations state that since January 1, 2025 the company has filed all documents required of it under applicable Canadian securities laws.
That changes what the gap means rather than merely relabelling it. A missing filing under a two-month-old obligation is an administrative lag; a missing filing under one the company has carried for years, and has represented in a signed agreement that it has met since January 1, 2025, is a different finding. The unexamined period is longer than this file previously implied.
A Canadian continuous-disclosure filing was available on EDGAR throughout. Exhibit 99.2 to the Form 8-K of May 21, 2026 is the company’s report of voting results for the 15 May special meeting, addressed to the Ontario, Alberta and British Columbia Securities Commissions and made under National Instrument 51-102 Section 11.3. It is the company’s own Canadian filing, reached by a route the earlier four-route search did not use, and it is dated ten days before closing, which corroborates the correction above. It is also the source of the 15 May consolidation authority now carried at share consolidation authority and dissent rights (S10). A registry that cannot be queried is not the same as a document that cannot be obtained.
What this does not settle is the period the null table asks about. The 21 May filing predates 1 June, so what has been filed in the three provinces since that date remains unestablished, and no further Canadian document appears as an exhibit to any filing made after closing.
A combined balance sheet exists and was retrieved, from EDGAR rather than SEDAR+. The closing Form 8-K of June 3, 2026 carries Cathedra’s audited 2025 and 2024 statements at Exhibit 99.2, its unaudited Q1 2026 statements at Exhibit 99.3, and unaudited pro forma condensed combined financial information at Exhibit 99.4, prepared under Article 11 of Regulation S-X. The exhibit list of that filing had not been enumerated. The pro forma is preliminary: acquired assets are carried at historical rather than fair value pending a valuation not yet performed, and $2.558M of consideration sits in goodwill unallocated.
Cathedra’s circular has been retrieved from the issuer’s own copy at cathedra.com, which the circular itself names alongside SEDAR+ as a posting location under the notice-and-access process. It is the primary document, not secondary coverage of it. Cathedra was delisted from the TSX Venture Exchange and the OTCQB on June 2, 2026 and stated it would apply to cease to be a reporting issuer, which is why the record was retrieved now.
Market data. Close of August 3, 2026 at $2.46, market capitalization and 52-week range, confirmed against two independent sources. Bitcoin spot level and spot-ETF flows as at July 31, 2026. Local reporting from Hoptown Chronicle, Kentucky New Era and WKMS, July 23 to 30, 2026, for the zoning proceeding.
A full filing sweep was performed on August 11, 2026 against the complete EDGAR submissions index for this issuer, Central Index Key 0001591956, which holds 807 filings from November 18, 2013 to August 10, 2026 with nothing held off in a supplementary index. Exhibit lists were opened rather than form types ticked off. The pricing basis is unchanged at the August 3, 2026 close: this revision reads a catalyst off a filing and does not restrike the price.
Categories not examined. Investor days: no company release or filing was searched for an investor-day announcement, so the null table records Not established rather than None. Industry conferences: no conference calendar was checked, and the same status applies.
Date ranges not reached. No filing made after July 31, 2026 was examined, that being the most recent on the index at the sweep date. The Q2 2026 Form 10-Q, due August 14, 2026, had not been filed and is the first document that would show combined-entity financials, Cathedra’s contract book, the Bitdeer terms and the post-merger cash position.
Filing families now swept, with results. All eighteen form types were checked against the full index. No NT 10-K, NT 10-Q, NT 20-F or NT 40-F has ever been filed, which is now a sourced negative rather than an untested assumption: the whole index was searched for late-filing notifications and returns none across the company’s entire filing life. The foreign private issuer families are not merely assumed inapplicable but confirmed dormant: 150 Form 6-K filings ending December 21, 2022, three Form 20-F filings ending March 31, 2022 and two Form 40-F filings ending March 30, 2016, consistent with a transition to domestic-filer status and with the historical Canadian material that reached the SEC by that route. Form 3 and Form 4 were enumerated rather than sampled: 117 Forms 4, the most recent dated June 10, 2026, so no insider transaction has been reported in the seven weeks to the sweep date. Transaction codes were not read, so the null status for insider open-market purchases is unchanged.
Counterparty filings were surveyed and returned nothing on terms. Bitdeer, the counterparty on 30 MW, has not named this company in any SEC filing. Across all filers and all forms between 1 May and August 2, 2026 the phrase returns 107 documents, of which the third-party filings are institutional holdings reports from Vanguard, Citadel, Jane Street, UBS, Wells Fargo, BNP Paribas, Danske Bank and StoneX among others, plus the Schedule 13D already carried at the first activist position (R9). The single foreign-issuer hit for 2026 is a past-directorships list in an unrelated mining company’s circular. The co-mining economics remain undisclosed by both sides, which is now a checked result rather than an inference from this company’s filings alone.
Canadian records: what was reached and what was not. Four routes were attempted on August 2, 2026. The SEDAR+ document search and the reporting issuers list remain unqueryable: the search is a session-driven form and the list paginates with client-side script, so no issuer-specific query could be run by either route. The issuer copy succeeded: Cathedra’s information circular of April 2, 2026 was retrieved in full from cathedra.com. The TSX Venture Exchange bulletins were not retrieved from the exchange, and the delisting continues to rest on the company releases of 26 May and June 1, 2026.
What remains unread on Cathedra’s profile: any material change reports. Its audited 2025 and 2024 statements are no longer outstanding, having been obtained from Exhibit 99.2 to the closing Form 8-K. The circular’s appendices beyond the truncation point remain unread, including the fairness opinion in full and the sections concerning Sphere and the combined company, but its pro forma statements are no longer a gap because Exhibit 99.4 carries the same substance in the acquirer’s own presentation.
The company’s own Canadian filings since June 1, 2026 were sought again on August 2, 2026 and not found. SEDAR+ was retried and the cause of failure is now identified: requests to the issuer and document pages are redirected to a bot-detection validation service rather than served, so the registry does not answer at all. That is a registry that was not reached, not a registry that answered and held nothing, and the retrieval remains outstanding. The other routes returned as before: the company’s investor page carries an SEC filings section and no Canadian equivalent, and the Form 6-K route by which Canadian documents formerly reached the SEC closed in December 2022. One route did succeed, and is recorded above: the May 21, 2026 report of voting results, filed under National Instrument 51-102 and obtained as an exhibit on EDGAR. Nothing establishes what, if anything, has been filed in the three provinces since June 1, 2026, and whether a business acquisition report is owed for the Cathedra acquisition was not established in either direction.
EDGAR full-text search was queried successfully on August 2, 2026, closing a gap this file previously recorded as unreachable. The earlier attempt failed because the public interface is a client-side application; the underlying index answers directly. Its results are reported under counterparty filings above. The index covers filing contents from 2001 onward and does not reach the paper era.
Federal court dockets were searched on August 2, 2026, which this file had not previously done. The result is carried at Litigation (S15) and in the null table. State-court dockets and Canadian proceedings were not searched, and neither would appear in the federal index used.
The municipal record was located but not read. The zoning proceeding’s primary documents sit with Community Development Services and are enumerated at the Hopkinsville zoning ordinance and the 50 MW expansion (S4). They are scanned images without a text layer and no page-rendering tool was available on August 2, 2026, so their operative wording is unread. This is a narrower gap than before, when the documents had not been identified at all: they are now named and dated, and only their text is outstanding.
Press and social examined and substantially empty. Searches were run on August 2, 2026 for promotional activity, paid campaigns, coordinated posting, compensated accounts and retail sentiment, across trade press, aggregator news lists, social trackers and meme-stock screens. Nothing was found: no paid promotion, no disclosed compensation arrangement, no coordinated campaign, and no appearance on meme-stock or social-momentum screens. Two items of trade commentary were located and are not relied on. The absence of a promotional finding is the result of these searches on this date and is not a general assurance.
Figures now traced. The 100 MW+ expansion pipeline is stated in the closing release of June 1, 2026 as a "pipeline exceeding 100 MW of potential expansion", and Cathedra’s circular describes a plan to scale "by an additional ~100 MW". The circular also settles what the figure is: it lists "the planned expansion of approximately 100 MW of additional capacity" among its forward-looking statements, not among its asset disclosures. It is an intention, carries no energisation schedule, and no financing for it has been disclosed.
The 53 MW reconciles. The circular records Cathedra as holding 45 MW across data centers in Tennessee and Kentucky, having completed a new 15 MW Kentucky data center in late October 2025 that increased its capacity by 50%, implying 30 MW before it. Cathedra’s proprietary fleet produced approximately 400 PH/s. Cathedra’s 45 MW with the company’s own 8 MW Iowa site accounts for the combined 53 MW, and 400 PH/s with 0.84 EH/s accounts for the combined 1.2 EH/s. Neither reconciliation appears in any SEC filing reviewed.
Figures not independently verified. Cathedra’s site leases, contract book and any escrow terms are not visible in any filing to date.
Newest first. The original build entry is never removed or rewritten.
The company’s only investor presentation was read, and it is from January 2023. It is not a usable source about the business today and is not used as one. No catalyst changes state, no date moves, nothing is repriced. Two rows gained history that changes what rides on them rather than when they fall, and a third had a declared gap narrowed.
The investor-days row said no investor day had been searched for, and part of that search has now been done. The presentations page was read on August 20, 2026 and carries one deck, from January 2023, and nothing since. Narrowed, not closed: company releases and filings still were not searched for that purpose, so the row keeps its caution and stays named in the limitations. Worth saying separately, because it is a fact about the company rather than a gap in this file: an issuer presenting itself as moving into AI has published no investor presentation in three and a half years.
The co-mining renewal now carries the ceiling the company once published. A maximum of 20% per provider, against 30 MW of a 53 MW estate, about 57%. The policy is three and a half years old and has not been restated, so nothing is in breach; what it shows is that the company is further into one counterparty than its own standard contemplated.
The bid-price row was written as though the exposure were novel, and it is not. The same deck records a Nasdaq extension granted in January 2023, 180 days to regain the $1.00 minimum, against a $0.46 share price. Tagged from the deck, not from a filing, because the deck’s own footnote is where it was read, and no filing of that period has been retrieved to confirm it. The deficiency was cured and the row keeps its status and its undated timing.
The second-quarter results landed on the binding date and the card resolved. The Form 10-Q was filed August 14, 2026, which is the statutory deadline this card had named, rather than the August 4 aggregator estimate it had explicitly refused to treat as a company announcement. The card moves to the resolved sequence and everything below it in the dated sequence moves up one.
The quarter is dominated by impairment, and the liquidity answer is thinner than the card anticipated. Property and equipment was written down by $7.04M and intangible assets by $0.59M against $2.45M of revenue, general and administrative expense more than doubled to $4.83M, cash fell to $2.85M and the Bitcoin position to $1.20M. The merger placed $3.28M of goodwill on a balance sheet that carried none at the year end.
The price is not restruck. Every price-dependent figure keeps its Aug 3, 2026 close basis. The research report is not revised here and still reads as of August 11, 2026, so the two documents disagree on their as-of until it is brought across.
The Basis section restated the dated count and the restatement was stale. It read "Twenty items are genuinely scheduled" against a file holding twenty-one. The masthead and this entry's own basis line were both already correct at 21, which is the shape of the defect rather than an incidental detail: a count is updated where it sits beside the edit and not where it sits in another section. The self-count check now reads this third site as well as the other two.
The performance RSU item was dated to when the event happens, not to when anyone can see what happened. It read "~July 2026", because the awards were granted in July 2025 and expire twelve months from grant. That window has closed. Whether they vested or lapsed is disclosed in the Form 10-Q, whose Note 10 is where this item was read in the first place, and that filing is due August 14, 2026.
Dating it to the expiry alone made it fall due while nothing checkable had been published, which is a call to look at a document that does not exist yet. The item now carries both dates and is anchored on the disclosure.
Assessed August 13, 2026. The submissions index was read in full: nothing has been filed since August 10, 2026, and the August 10 shareholder rights plan and the August 7 additional proxy materials are already carried here. The issuer newsroom could not be read: the feed refused the connection, so this assessment establishes that nothing was FILED and cannot establish that nothing was announced.
Not repriced. The pricing basis remains the August 3, 2026 close.
The board adopted a shareholder rights plan. On August 7, 2026 the board adopted a plan and authorised one Right for each Voting Share outstanding at the Close of Business on August 20, 2026; the Rights Agreement is dated August 10, 2026 with TSX Trust Company as rights agent. A Take-over Bid is defined at 20% or more of the outstanding Voting Shares. Filed on Form 8-K of August 10, 2026 under Items 1.01 and 3.03, with a Form 8-A12B registering the Rights the same day and a DEFA14A on August 7. Carried as a dated item at the Record Time.
This answers the activist the file already tracks. Endeavor Blockchain and Joshua Kilgore filed a Schedule 13D on July 31, 2026 over 500,000 shares, 5.80%. The Record Time falls one day before the proxy submission deadline and four days before the special meeting, so the plan lands inside the window this calendar was already built around.
The filing sweep was rerun and the figures restated. The complete index now holds 807 filings to August 10, 2026, against 804 to July 31, 2026 at the last as-of. The issuer’s Central Index Key is now stated in the sweep note so the sweep can be repeated from this document.
The price was not restruck. The as-of stamp moves to August 11, 2026 and the pricing basis stays at the August 3, 2026 close of $2.46. This revision adds a catalyst read off a filing; it does not reprice the file, and carrying a moved as-of over an unmoved price silently would misstate both.
The activist’s purchases were counted over the wrong span. The first activist position, Endeavor Blockchain Schedule 13D (R9) read that 400,000 shares were bought in seven sessions. The filing names five purchase dates, 22, 23, 24, July 29 and 30, 2026; seven is the number of sessions in the window they span, not the number on which it traded.
A provenance tag the file uses was missing from the table that defines them. Press is carried on three items and the table named only Filed, Estimate, Open, Market and Social. The table now names every tag the file uses.
The Schedule 13D was re-read in full and is an initial statement, not an amendment. The submissions index holds exactly one filing of that form and no amendment to it. Three details are added to the first activist position, Endeavor Blockchain Schedule 13D (R9): neither reporting person holds any share on a sole basis, both reporting the same 500,000 as shared; Item 6 discloses no contract or arrangement of any kind; and the 100,000 shares outside the itemised sixty-day window were held at the 8 July record date.
That last point changes how the special meeting reads. All five purchase dates fall after the record date, so 400,000 of the 500,000 shares cannot be voted at the special meeting: British Columbia continuance and DarkHorse rebrand (D6). Voting weight there is about 1.31% against an economic position of 5.80%, and the card now says so.
No catalyst changed state. Nothing new was filed: the index was swept again on 3 August by central index key and holds 804 filings to July 31, 2026, unchanged. The 3 August session has since closed and every price-dependent figure is restruck to it. The as-of stamp moves from August 2, 2026 to August 3, 2026; no figure here is computed from the stamp, and the band boundaries are unchanged.
Two entries understated what is known about the merger consideration and about management. The Cathedra combination is now recorded with its exchange ratios, 0.123014 of a common share per subordinate voting share and 12.3014 per multiple voting share, the 7% post-closing ownership cap that produced the Series I preferred, and the unregistered issuance under Securities Act Section 3(a)(10). Separately, Thomas Masiero is Head of Strategy of the combined company. He was recorded here only as a passive 5.96% filer, which placed inside management a holding this calendar treated as outside it.
Repriced to the 3 August close. $2.42 → $2.46. The exchange stamped the close at 16:00 Eastern; volume ran at about a seventh of the mean of the nine preceding sessions, which on volume alone would have read as a session still open, and the venue’s own status governs. The sweep by central index key was re-run and the index still holds 804 filings to July 31, 2026, so no catalyst changed class and no identifier moved.
Net change since the previous entry. A larger executive award was found and added to dilution mechanics: the chief executive is entitled to a one-time inducement award of 500,000 restricted stock units vesting bi-annually over two years, with a first tranche falling around December 2026 on a 1 June commencement. Disclosed executive restricted stock now totals 750,000 units against 8,619,150 shares outstanding. Whether the award already sits inside the 1,686,834 restricted stock figure at 29 July cannot be settled from the documents reviewed, so it is described and not added to the fully diluted total.
The 100 MW+ expansion pipeline, previously carried as appearing in no reviewed document, is traced to the closing release of June 1, 2026 and is now sourced. It remains potential rather than contracted, and unfinanced.
The first outside investor position moves from Market to Social provenance and now names the account, following the introduction of press and social categories to this file. The scheme is stated in Sources.
Canadian filings. Every prior sweep on this ticker checked EDGAR only. That is now established as correct for the company’s own disclosure: the closing release records that the Cathedra circular and the Sphere proxy sit on SEDAR+ and EDGAR respectively, and Cathedra rather than Sphere holds the SEDAR+ issuer profile. The genuine gap is that Cathedra’s profile, a counterparty primary source, has never been read, and that record is closing because Cathedra applied to cease to be a reporting issuer after its 2 June delisting from the TSX Venture Exchange and the OTCQB. The SEDAR+ search could not be queried on August 2, 2026 and is recorded in what was not checked.
Promotional activity examined and not found. Searches on August 2, 2026 across trade press, social trackers and meme-stock screens returned no paid campaign, no compensated account and no coordinated posting. No section was written on it; the searches and the date are recorded in Sources.
Later on 2 August, consolidated into this entry. Cathedra’s information circular of April 2, 2026 was retrieved from the issuer’s own copy, the SEDAR+ search having again proved unqueryable. Four findings follow, none of which is in either company’s SEC filings as reviewed. The Key Holders, Joel Block, Thomas Masiero and Jialin Qu, delivered voting agreements committing them for 24 months from closing to vote with the board, so a bloc of roughly 11.5% held by Masiero and Qu votes by contract until about June 1, 2028; this is added at the special meeting and as a new dated item in the beyond-twelve-months band. Mr Block held 1,447,584 Cathedra restricted units that did not accelerate and became about 178,073 replacement units, and is entitled to a US$1,600,000 milestone bonus under an employment agreement of September 25, 2025. The board received a fairness opinion from Evans & Evans dated March 5, 2026 on a fixed non-contingent fee, against a US$500,000 termination fee and a 5% dissent threshold, with the exchange ratios carrying anti-dilution adjustment above US$1,000,000 of at-the-market proceeds. And the 53 MW reconciles for the first time: Cathedra’s 45 MW, including a 15 MW Kentucky data center completed in late October 2025, with the 8 MW Iowa site.
Two entries in the earlier part of today’s work require amendment against the circular. First, the correction recorded above states that Cathedra holders received approximately 33% of voting rights "not the 49% carried since the original build". That was too strong. The circular states approximately 49% on a partially diluted basis, assuming conversion of the Series H and Series I preferred and the vesting of options and restricted units, while the 33% is a voting figure. Both are correct on their own basis and the original 49% was not an error, only an unlabelled basis. Second, this file recorded that the company’s own continuous disclosure runs to EDGAR and that the Canadian gap was Cathedra’s alone. That was wrong: the company holds Canadian continuous disclosure obligations in British Columbia, Alberta and Ontario which no sweep on this ticker had covered. The reading that those obligations arose at closing was itself corrected later the same day and the settled position is recorded in the final correction to this entry.
Later still on 2 August, consolidated into this entry. A combined balance sheet was retrieved, from EDGAR rather than SEDAR+. It had been filed on 3 June as Exhibit 99.4 to the closing Form 8-K, with Cathedra’s audited statements at 99.2 and its Q1 2026 statements at 99.3. Pro forma combined total assets at March 31, 2026 are $34.742M against Sphere’s standalone $21.739M, total liabilities $10.642M against $1.726M, and shareholders’ equity $24.082M against $19.995M, which widens the Nasdaq equity cushion at the listing item. Pro forma FY2025 revenue is $25.9M with a $30.8M loss. Consideration was $7.266M at $1.90 per common share as of May 29, 2026, leaving $2.558M of goodwill unallocated, alongside about $3.4M of acquisition costs, a $0.49M transaction bonus and $0.735M of accelerated restricted stock. Exhibit 99.4 confirms the 178,073 replacement units derived earlier from the exchange ratio.
This calendar and its companion recorded that no combined balance sheet would exist before the Q2 2026 Form 10-Q. That was wrong: pro forma combined statements were filed on June 3, 2026 as Exhibit 99.4 to the closing Form 8-K and have been available throughout. Earlier passes swept SEC form types without enumerating that filing’s exhibits. The financing item now carries the combined liquidity position, and the practical consequence is that the merger added $6.7M of Cathedra liabilities against $234,000 of Cathedra cash.
One identifier was added and none moved. The Key Holder voting agreements expire around June 1, 2028, after the April 2028 halving, so the Key Holder voting agreements expiry (D20) takes the last position in the beyond-twelve-months band and no existing D, S or R number changes. No renumber map is required and the concordance, which maps the earlier scheme to current IDs, needs no correction because the new item has no earlier identifier. The dated count moves from 19 to 20.
Last on 2 August, consolidated into this entry. A sweep run against the complete filing index, opening exhibit lists rather than form types, and against the source families this file had left unexamined. The single most consequential find is a governance fact neither this calendar nor its companion carried: at the special meeting of May 15, 2026 shareholders approved, by special resolution carrying 84.57%, an amendment permitting a one-for-up-to-five share consolidation at a ratio and date in the board’s sole discretion, with no expiry stated. Both files had attributed a lower bar for a fourth reverse split to the proposed British Columbia articles alone. The authority is already in force under the current articles and needs no further vote. The standing item is retitled from post-continuance governance to share consolidation authority and dissent rights (S10) and rewritten to lead with it; its anchor is deliberately unchanged so existing deep links continue to resolve, and the concordance row is corrected to the new title.
The Canadian position stated earlier in this entry inverted the history. This file recorded that the company became a reporting issuer in British Columbia, Alberta and Ontario on completion of the arrangement, and therefore acquired obligations at closing that no pass had examined. The acquirer’s own definitive merger proxy of April 16, 2026 states that Sphere is a reporting issuer not in default in those three provinces and will continue to be one. Both documents are accurate from where they stand: a closing document describes what a company becomes on completion and can mean continuation rather than creation, while the earlier proxy settles when the status began. Reading the later one first recorded a long-standing obligation as newly acquired, which changes what the gap means: a missing filing under a two-month-old obligation is a lag, and under a years-old one it is a finding. The same representations state that the company has filed all documents required of it under applicable Canadian securities laws since January 1, 2025. Separately, one such filing has now been read: Exhibit 99.2 to the Form 8-K of May 21, 2026 is the company’s report of voting results to the Ontario, Alberta and British Columbia Securities Commissions under National Instrument 51-102 Section 11.3, which was on EDGAR throughout. The null row stays Not established, because what it asks is what has been filed since June 1, 2026, and SEDAR+ still does not answer.
Three gaps this file recorded as unchecked are now closed with results. Federal court dockets were searched: twelve matters name the company and all are terminated, the most recent filed March 19, 2024, and none carries a securities nature of suit, which is now the basis for the lawsuits row rather than the issuer’s own account of it. EDGAR full-text search was queried successfully, the earlier failure having been the public interface rather than the index; it surfaces no counterparty disclosure of the Bitdeer terms, which remain undisclosed by both sides. And no NT filing of any type has ever been made, established across the whole index rather than assumed. The foreign private issuer families are confirmed dormant since December 2022 rather than presumed inapplicable.
The zoning proceeding’s primary documents were located at Community Development Services and are now named and dated at the Hopkinsville zoning ordinance and the 50 MW expansion (S4), narrowing but not closing the carried defect on falsification test 5: they are scanned images without a text layer and could not be read. A reported cap of 75 MW and 50,000 square feet is carried as press reporting and no test is built on it. SEDAR+ was retried and the failure is now identified as a bot-detection redirect rather than an interface quirk.
Full SEC form sweep and repricing to the 31 July close of $2.42, about $20.9M on the corrected share count, up 48% from $1.63 on 21 July, with an after-hours print of $2.28. Reviewed 8-K, 424B5, 13D, 13G, Form 3 and Form 4, 10-Q, 10-K, S-3 and S-1; no NT filings outstanding, and 6-K, 20-F and 40-F are inapplicable since the company files as a United States domestic issuer.
Three corrections from the 31 July prospectus supplement. Shares outstanding are 8,619,150 at 29 July, not the 7,641,767 record-date figure used previously, so all ownership percentages are restated downward and the Endeavor Blockchain position moves from 6.54% to 5.80%. Former Cathedra holders received approximately 33% of voting rights, not 49%. And the $10.3M at-the-market facility is the maximum permitted under the baby shelf limitation, with real headroom near $1.6M at current prices.
New material: an activist Schedule 13D from Endeavor Blockchain, with the Mawson Infrastructure precedent; two Schedule 13G filings; a Form 4 recording a 250,000 RSU grant to the CFO with change-of-control acceleration; fully diluted of 13,666,618; the Hopkinsville 50 MW expansion and draft zoning ordinance, with North Campbell Land Company reclassified as a wholly owned subsidiary rather than a hosting counterparty; and a macro rewrite after the 29 July Federal Reserve hold came on a 9 to 3 vote with three dissents favoring a hike.
Major rebuild following primary-document review. Read the definitive proxy statement of July 13, 2026 and the Q1 2026 Form 10-Q in full rather than relying on secondary summaries. Corrected two errors and one over-flagged risk: fleet efficiency was already 17.1 J per terahash with the refresh substantially complete, hashrate was 0.84 exahash per second rather than 0.73, and the stockholders’ equity test was not near breach at $19.995M against a $2.5M requirement, making bid price the live listing risk.
Added thirteen catalysts sourced directly from the filings: the financing item now leads the calendar; three hosting-contract renewal dates; three warrant expiries; the proxy deadline; the continuance and ticker effective-date sequence; the Rainmaker default accrual; the advisory-agreement transaction fee; and two governance deadlines. Added an impact axis alongside confidence, a chronological master view, hard against estimated date labeling drawn from statutory filing deadlines, and a structural section for undated items.
Refreshed to the 21 July close of $1.63, about $12.46M market capitalization, down from roughly $3.13 at merger close. Added the special shareholder meeting of August 24, 2026 as a new lead item. Distinguished the completed Bitdeer 30 MW co-mining agreements, which are Bitcoin mining, from the still-unsigned AI and HPC contract. Raised Nasdaq listing-compliance risk given the thin cushion above $1.00. Expanded the dilution item to cover the at-the-market program.
Original build at the Cathedra Bitcoin merger close of June 1, 2026. Established the three-band horizon structure and sixteen catalysts spanning earnings, FOMC dates, the expansion pipeline, an AI and HPC re-rating scenario, Nasdaq-compliance and dilution structural risks, litigation, and the April 2028 Bitcoin halving as out-of-window context. Known gaps at that build: no financing catalyst was carried despite the going-concern position, no ownership or activist category existed, and the hosting arrangements were treated as third-party costs rather than examined.