UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

SPHERE 3D CORP.

(Name of Registrant as Specified In Its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

243 Tresser Boulevard, 17^th Floor
Stamford, Connecticut 06901

PROPOSED ARRANGEMENT - YOUR VOTE IS VERY IMPORTANT

Dear Shareholders,

I am pleased to inform you, as previously disclosed that Sphere 3D Corp., a corporation existing under the laws of the Province of Ontario, Canada (“Sphere”), S3D Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Sphere (“Amalco Sub”), and Cathedra Bitcoin Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“Cathedra”), entered into an Arrangement Agreement (the “Arrangement Agreement”) pursuant to which, subject to the terms and conditions set forth therein, Sphere has agreed to acquire all of the issued and outstanding subordinate voting shares (the “Cathedra SV Shares”) and multiple voting shares (the “Cathedra MV Shares” and together with the Cathedra SV Shares, the “Cathedra Shares”) of Cathedra in a stock-for-stock transaction, subject to satisfaction of certain closing conditions (the “Arrangement”). Pursuant to the Arrangement Agreement, at the effective time of the Arrangement (the “Effective Time”), Amalco Sub will acquire all of the issued and outstanding Cathedra Shares (other than those Cathedra Shares held by Dissenting Shareholders), and each holder of Cathedra SV Shares (other than the Dissenting Shareholders) will receive 0.123014 common shares of Sphere (the “Sphere Common Shares”) for each Cathedra SV Share held (the “SVS Exchange Ratio”) and each holder of Cathedra MV Shares will receive 12.3014 Sphere Common Shares for each Cathedra MV Share held (the “MVS Exchange Ratio”, and together with the SVS Exchange Ratio, the “Exchange Ratios”), subject to adjustment in accordance with the Arrangement Agreement; provided, however, that certain Cathedra Shareholders who would otherwise receive Sphere Common Shares in excess of seven (7%) percent of the outstanding Sphere Common Shares (on a non-diluted basis immediately following consummation of the Arrangement as set forth in the Plan of Arrangement) (the “Ownership Cap”) will instead receive, in lieu of the number of Sphere Common Shares in excess of the Ownership Cap, an equivalent number of shares of a new series of preferred stock of Sphere (to be named Series I preferred shares) to be created in connection with the Arrangement (the “Sphere Series I Shares” and together with the Sphere Common Shares and the Sphere Series H Shares, the “Sphere Shares”). The Arrangement Agreement also provides that, on the terms and subject to the conditions set forth therein and applicable rules and regulations, the board of directors of Sphere (the “Sphere Board”) immediately following the Effective Time shall be composed of Timothy P. Hanley, Marcus Dent, Kurt L. Kalbfleisch, Joel Block and Nicholas Gates, with Mr. Hanley serving as Chairman (the “New Sphere Board”).

The Arrangement will be implemented by way of a plan of arrangement in accordance with the Business Corporations Act (British Columbia) (the “Plan of Arrangement”) and is subject to certain conditions, including, among others, (i) the approval of the Arrangement by at least 66²/₃% of the votes cast by holders of Cathedra SV Shares and holders of Cathedra MV Shares, voting as a single class, present in person or by proxy at a meeting of Cathedra Shareholders (the “Cathedra Meeting”), (ii) the approval of the Arrangement by at least 66²/₃% of the votes cast by holders of Cathedra SV Shares, holders of Cathedra MV Shares, holders of Cathedra stock options, holders of Cathedra warrants and holders of Cathedra restricted share units, voting as a single class, present in person or by proxy at the Cathedra Meeting, (each of (i) and (ii), the “Cathedra Shareholder Approval”), (iii) the approval of the issuance of Sphere Common Shares and Sphere Series I Shares to be issued in exchange for Cathedra Shares and vested Cathedra restricted share units pursuant to the Arrangement (the “Share Issuance Proposal”) by a majority of the votes cast by Sphere Shareholders present in person and by proxy at a special meeting of Sphere Shareholders (such meeting, the “special meeting”), and (iv) the approval of the Arrangement by the British Columbia Supreme Court (the “Court”).

We are sending you the accompanying proxy statement, dated [__], 2026 (the “Proxy Statement”), to cordially invite you to attend a special meeting of the shareholders of Sphere (the “special meeting”), which will be held entirely online at the following website: https://virtual-meetings.tsxtrust.com/1927, at [__] [a.m.][p.m.], Eastern Time, on [__], 2026, or such other date, time and place to which the special meeting may be adjourned or postponed, for the purpose of considering and voting upon the following proposals:

The Sphere Board evaluated the Arrangement in consultation with Sphere’s senior management and legal and financial advisors and, after careful consideration of the various factors described under the section of the Proxy Statement captioned “The Arrangement — Sphere’s Reasons for the Arrangement,” the Sphere Board has unanimously determined that it is advisable and in the best interests of Sphere and the Sphere Shareholders to consummate the Arrangement with Cathedra as contemplated by the Arrangement Agreement (the “Closing”). The Sphere Board unanimously recommends that you vote “FOR” each of the Proposals described above.

Contemporaneously and in connection with the execution of the Arrangement Agreement, Sphere entered into voting and support agreements (each, a “Sphere Support Agreement”) with each of the directors and senior officers of Sphere, who collectively held approximately 3% of the outstanding Sphere Common Shares as of the date of the Arrangement Agreement, and Cathedra entered into voting and support agreements (each, a “Cathedra Support Agreement” and together with the Sphere Support Agreements, the “Support Agreements”) with each of the directors and senior officers of Cathedra. The Support Agreements provide that the signatories thereto will, subject to limited exceptions, vote or cause to be voted all Cathedra Shares or Sphere Shares, as applicable, beneficially owned by the signatories thereto in favor of the Arrangement (in the case of Cathedra Support Agreements) and against any other matter that could impede, interfere with or delay Cathedra or Sphere, as applicable, from completing the Arrangement and not to option, transfer, sell, gift, pledge, hypothecate, encumber, or otherwise dispose of any such shares until completion of the Arrangement, subject to certain customary exceptions.

The accompanying Proxy Statement provides you with information about the Arrangement, the Proposals and the special meeting. Sphere encourages you to read the Proxy Statement carefully and, in its entirety, including the Arrangement Agreement and the Sphere Plan Amendment, which are attached hereto as Annex A and Annex C, respectively. Before deciding how to vote, you should consider the risk factors discussed in the “Risk Factors” section of the Proxy Statement. You may also obtain more information about Sphere and Cathedra from the documents Sphere has filed with the U.S. Securities and Exchange Commission (the “SEC”) and that Cathedra has filed with the Canadian Securities Authorities under its profile on SEDAR+ as described under the “Where You Can Find More Information” section of the Proxy Statement. Capitalized terms used are defined in “Certain Defined Terms” or elsewhere in the Proxy Statement.

YOUR VOTE IS VERY IMPORTANT, NO MATTER HOW MANY SHARES YOU OWN.

Your vote is important. The Arrangement cannot be completed unless the Share Issuance Proposal, the Board Size Proposal and each Director Nominee of the Director Election Proposal are approved by Sphere Shareholders at the special meeting. In addition, unless the Incentive Plan Proposal is approved or Cathedra waives the condition that the Replacement Equity is issued, the Arrangement cannot be consummated. Completion of the Arrangement is not conditioned on the approval of the Consolidation Proposal by Sphere Shareholders at the special meeting. Approval of the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal requires the affirmative vote of at least a majority of the votes cast in person (online) or represented by proxy at the special meeting. Approval of the Consolidation Proposal requires the affirmative vote of at least 66²/₃% of the votes cast in person (online) or represented by proxy at the special meeting. Shareholders who are present at the special meeting in person (online) or represented by proxy but who abstain from voting on any Proposal will be counted as present for purposes of determining whether a quorum is present at the special meeting. Because approval of each Proposal is based on the number of votes cast, abstentions will not be counted as votes cast and will have no effect on the outcome of the Proposals. The failure of a Sphere Shareholder to submit a proxy or vote at the special meeting will also have no effect on the outcome of the Proposals and such shares will not be counted for purposes of determining whether a quorum is present. Please read the Proxy Statement before exercising your vote. If your shares are held in “street name” by your bank, broker or other nominee, the bank broker, or other nominee are not permitted to vote on the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal, but will have discretionary voting authority to vote on the Consolidation Proposal. Your bank, broker or other nominee may not vote on the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal unless you provide voting instructions with respect to such proposals. Conversely, your bank, broker or other nominee will be permitted to vote on the Consolidation Proposal if you do not provide voting instructions with respect to the Consolidation Proposal. Voting your shares will help to ensure that your interests are represented at the special meeting.

Whether or not you plan to attend the special meeting in person (online), you are requested to promptly vote your shares by completing, signing and dating the enclosed proxy card or voting instruction form and returning it in the postage-paid envelope provided or by voting via the internet as instructed in these materials. If you sign, date and mail your proxy card without indicating how you wish to vote, your vote will be counted as a vote “FOR” each of the Proposals described above. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.

I strongly support the proposed Arrangement of Sphere with Cathedra and the Proposals and join with our board of directors in unanimously recommending that you vote “FOR” each of the Proposals described in this Proxy Statement.

Thank you for your continued support of Sphere.

NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE ARRANGEMENT, PASSED UPON THE MERITS OR FAIRNESS OF THE ARRANGEMENT AGREEMENT OR THE TRANSACTIONS CONTEMPLATED IN THE ARRANGEMENT AGREEMENT, INCLUDING THE ARRANGEMENT, OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE INFORMATION IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The accompanying Proxy Statement is dated [__], 2026 and, together with the enclosed form of proxy card, is first being mailed or otherwise distributed to shareholders of Sphere on or about [__], 2026.

243 Tresser Boulevard, 17^th Floor
Stamford, Connecticut 06901

NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
To Be Held On [__], 2026

A special meeting (“special meeting”) of shareholders of Sphere 3D Corp., a corporation existing under the laws of the Province of Ontario, Canada (“Sphere”), will be held entirely online at the following website: https://virtual-meetings.tsxtrust.com/1927, at [00:00] [a.m.][p.m.], Eastern Time, on [__], 2026, or such other date, time and place to which the special meeting may be adjourned or postponed, for the purpose of considering and voting upon the following proposals in connection with a strategic acquisition (the “Arrangement”) pursuant to an arrangement agreement entered into by Sphere, S3D Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Sphere (“Amalco Sub”), and Cathedra Bitcoin Inc., a corporation existing under the laws of the Province of British Columbia, Canada (“Cathedra”), on March 5, 2026 (as may be amended from time to time, the “Arrangement Agreement”), whereby Sphere (through Amalco Sub) will acquire all of the issued and outstanding Cathedra Shares with Cathedra becoming a wholly-owned subsidiary of Sphere:

The Sphere Board unanimously recommends that you vote “FOR” each of the Proposals described above.

The accompanying Proxy Statement provides you with information about the Arrangement Agreement, the Plan of Arrangement, the Arrangement, the Proposals and the special meeting. Sphere encourages you to read the Proxy Statement carefully and in its entirety, including the Arrangement Agreement and the Sphere Plan Amendment, which are attached hereto as Annex A and Annex C, respectively. Capitalized terms used are defined in “Certain Defined Terms” or elsewhere in the Proxy Statement.

Record Date: [__], 2026. Only Sphere Shareholders of record as of close of business on the record date are entitled to receive notice of and to vote in person (online) or by proxy at the special meeting and any adjournment or postponement of the special meeting.

This Proxy Statement is dated [__], 2026, and is first being mailed to Sphere Shareholders on or about [__], 2026.

Sphere Shareholders are cordially invited to attend the special meeting in person (online) or by proxy. It is important that your shares be represented at the special meeting whether or not you are personally able to attend online. If you are unable to attend, please promptly vote your shares by internet or by signing, dating and returning the enclosed proxy card at your earliest convenience. Voting by the internet is fast, convenient, and enables your vote to be immediately confirmed and tabulated, which helps Sphere reduce postage and proxy tabulation costs.

Your vote is important. The Arrangement cannot be completed unless the Share Issuance Proposal, the Board Size Proposal and each Director Nominee of the Director Election Proposal are each approved by Sphere Shareholders at the special meeting. In addition, unless the Incentive Plan Proposal is approved or Cathedra waives the condition that the Replacement Equity is issued, the Arrangement may not be consummated. Completion of the Arrangement is not conditioned on the approval of the Consolidation Proposal by Sphere Shareholders at the special meeting. Approval of the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal requires the affirmative vote of at least a majority of the votes cast in person (online) or represented by proxy at the special meeting. Approval of the Consolidation Proposal requires the affirmative vote of at least 66²/₃% of the votes cast in person (online) or represented by proxy at the special meeting. Shareholders who are present at the special meeting in person (online) or represented by proxy but who abstain from voting on any Proposal will be counted as present for purposes of determining whether a quorum is present at the special meeting. Because approval of each Proposal is based on the number of votes cast, abstentions will not be counted as votes cast and will have no effect on the outcome of the Proposals. The failure of a Sphere Shareholder to submit a proxy or vote at the special meeting will also have no effect on the outcome of the Proposals and such shares will not be counted for purposes of determining whether a quorum is present. Please read the Proxy Statement before exercising your vote. If your shares are held in “street name” by your bank, broker or other nominee, the bank broker, or other nominee are not permitted to vote on the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal, but will have discretionary voting authority to vote on the Consolidation Proposal. Your bank, broker or other nominee may not vote on the Share Issuance Proposal, the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposal unless you provide voting instructions with respect to such proposals. Conversely, your bank, broker or other nominee will be permitted to vote on the Consolidation Proposal if you do not provide voting instructions with respect to the Consolidation Proposal. Voting your shares will help to ensure that your interests are represented at the special meeting. Whether or not you plan to attend the special meeting in person (online), please vote as soon as possible to ensure that your shares are represented and voted at the special meeting.

On behalf of the Sphere Board, Sphere Management and Sphere’s employees, we thank you for your continued support of Sphere and look forward to hosting you at the special meeting.

IMPORTANT VOTING INSTRUCTIONS

WHETHER OR NOT YOU EXPECT TO ATTEND THE SPECIAL MEETING IN PERSON (ONLINE), SPHERE URGES YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE (1) VIA THE INTERNET OR (2) BY SIGNING AND RETURNING THE ENCLOSED PROXY CARD IN THE ENVELOPE PROVIDED. INSTRUCTIONS ON HOW TO VOTE BEGIN ON PAGE 107. You may revoke your proxy or change your vote at any time before your proxy is voted at the special meeting. If your shares are held in the name of a bank, broker or other nominee, please follow the instructions provided by that institution to vote your shares.

Sphere urges you to read the Proxy Statement, including its annexes, carefully and in its entirety.

If you are a Sphere Shareholder and have any questions concerning the Arrangement or the Proxy Statement, would like additional copies of the Proxy Statement, need to obtain proxy cards or need help voting, please contact Sphere’s proxy solicitor:

D.F. King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
(877) 478-5043 (toll free)
Email: ANY@dfking.com

Important Notice Regarding the Availability of Proxy Materials for the special meeting to be held on [__], 2026. This Proxy Statement is available at www.proxyvote.com.

For additional information about Sphere or Cathedra, please see the “Where You Can Find More Information” section of this Proxy Statement.

TABLE OF CONTENTS

CERTAIN DEFINED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “Sphere,” “we,” “us” or “our” refer to Sphere 3D Corp., a corporation incorporated under the Business Corporations Act (Ontario). References to “$” refer to the lawful currency of the United States of America; and “C$,” to the lawful currency of Canada.

In this Proxy Statement, unless otherwise stated or the context otherwise requires:

“Accelerated Cathedra RSUs” means certain outstanding Cathedra RSUs that will fully vest immediately prior to the Effective Time in accordance with their terms;

“AGP Agreement” means that certain Sales Agreement, dated as of January 3, 2025, by and between Sphere and A.G.P./Alliance Global Partners;

“Amalco Sub” means S3D Acquisition Corp., a corporation existing under the laws of the Province of British Columbia, Canada and a wholly-owned subsidiary of Sphere;

“Amendment” means the amendment, dated March 5, 2026, to the November 2025 Employment Agreement; 

“Annual Meeting” means the 2026 annual meeting of Sphere Shareholders to be held on May 13, 2026;

“April 2025 Employment Agreement” means the amended and restated employment agreement, dated April 17, 2025, among Sphere and Kurt Kalbfleisch, which amended and restated the March 2024 Employment Agreement in its entirety;

“Arrangement” means the arrangement of Cathedra under section 288 of the BCBCA, on the terms and subject to the conditions described in the Plan of Arrangement, subject to any amendments or variations made thereto in accordance with the Arrangement Agreement, the applicable provisions of the Plan of Arrangement or made at the direction of the Court in the Final Order with the consent of Sphere and Cathedra, each acting reasonably;

“Arrangement Agreement” means the arrangement agreement entered into by and among Cathedra, Sphere and Amalco Sub on March 5, 2026, as may be amended from time to time;

“Arrangement Resolution” means the special resolution of each class of Cathedra Shareholders approving the Plan of Arrangement to be considered by Cathedra Shareholders at the Cathedra Meeting;

“BCBCA” means the Business Corporations Act (British Columbia), as amended to date;

“BCSA” means the Securities Act (British Columbia), as amended to date;

“Cathedra” means Cathedra Bitcoin Inc., a corporation existing under the laws of the Province of British Columbia, Canada;

“Cathedra Circular” means the notice of the Cathedra Meeting and accompanying management information circular, including all schedules, appendices and exhibits to, and information incorporated by reference in, such management information circular, to be sent to Cathedra Shareholders in connection with the Cathedra Meeting, as amended, supplemented or otherwise modified from time to time in accordance with the terms of the Arrangement Agreement;

“Cathedra Closing Payments” means the payments contemplated by certain agreements set forth in the Cathedra Disclosure Letter;

“Cathedra Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement executed by Cathedra and delivered to Sphere;

“Cathedra Convertible Securities” means the Cathedra Options, Cathedra RSUs and Cathedra Warrants that will be exchanged for Replacement Equity as of the Effective Time;

“Cathedra Convertible Security Holders” means the holders of Cathedra Convertible Securities that will be exchanged for Replacement Equity as of the Effective Time;

“Cathedra LTIP” means Cathedra’s long term incentive plan as approved by the Cathedra board of directors on June 18, 2024;

“Cathedra Management” means the management of Cathedra;

“Cathedra Meeting” means the special meeting of Cathedra Shareholders, including any adjournment or adjournments thereof, to be held pursuant to the Interim Order for the purpose of considering and, if thought fit, approving the Arrangement Resolution and for any other purpose as may be set out in the Cathedra Circular;

“Cathedra MV Shares” means the multiple voting shares in the authorized capital of Cathedra;

“Cathedra Optionholders” means the holders from time to time of Cathedra Options;

“Cathedra Options” means options to acquire Cathedra SV Shares granted under the Cathedra LTIP;

“Cathedra RSU holders” means the holders from time to time of Cathedra RSUs;

“Cathedra RSUs” means restricted share units to acquire Cathedra SV Shares granted under the Cathedra LTIP;

“Cathedra Shareholder Approval” means the approval of the Arrangement by at least 66²/₃% of the votes cast by holders of Cathedra SV Shares and holders of Cathedra MV Shares, voting as a single class, present in person or by proxy at the Cathedra Meeting, and (ii) the approval of the Arrangement by at least 66²/₃% of the votes cast by holders of Cathedra SV Shares, holders of Cathedra MV Shares, holders of Cathedra Options, holders of Cathedra Warrants and holders of Cathedra RSUs, voting as a single class, present in person or by proxy at the Cathedra Meeting;

“Cathedra Shareholders” means the holders from time to time of Cathedra Shares;

“Cathedra Shares” means the Cathedra SV Shares and the Cathedra MV Shares;

“Cathedra SV Shares” means the subordinate voting shares in the authorized capital of Cathedra;

“Cathedra Termination Payment” means if a Cathedra Termination Payment Event occurs, Cathedra shall pay, as liquidated damages under the Arrangement Agreement, by wire transfer of immediately available funds, a termination payment in the amount of $500,000 to Sphere;

“Cathedra Termination Payment Event” means the termination of the Arrangement Agreement (i) by Sphere upon the circumstances described in the paragraph “Cathedra Change in Recommendation” or “Cathedra Material Breach of Non-Solicit” under the heading “Termination of the Arrangement Agreement – Termination by Sphere” (but not including such a termination by Sphere in circumstances where a Cathedra Change in Recommendation resulted from the occurrence of a Material Adverse Effect in respect of Sphere); (ii) by Cathedra upon circumstances described in the paragraph “Cathedra Superior Proposal” under the heading “Termination of the Arrangement Agreement – Termination by Cathedra”; or (iii) by either party upon circumstances described in the paragraph “Failure to Obtain Cathedra Shareholder Approval” under the heading “Termination of the Arrangement Agreement – Termination by Either Party”, but only if: (a) prior to such Cathedra Meeting, a bona fide acquisition proposal, or the intention to make a bona fide acquisition proposal with respect to Cathedra, other than an acquisition proposed and consented to by Sphere, shall have been made to Cathedra and publicly announced, (b) such acquisition proposal has not been withdrawn, and (c) within 12 months following the date of such termination, either (1) such acquisition proposal is consummated by Cathedra; or (2) Cathedra and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Cathedra board of directors approves or recommends such acquisition proposal and that transaction is consummated at any time thereafter;

“Cathedra Warrantholders” means the holders from time to time of Cathedra Warrants;

“Cathedra Warrants” means warrants to acquire Cathedra SV Shares;

“Closing Payments” means, collectively, all amounts, payments, compensation, consideration, fees, costs, expenses, liabilities and other obligations of any kind (whether in cash, securities, digital assets or other property) that are paid, payable, accrued, triggered, accelerated, assumed or required to be paid by Cathedra or any of its subsidiaries or Sphere or any of its subsidiaries as a result of, in connection with, or upon the consummation of the Arrangement or any of the transactions contemplated thereby, whether payable at or following the Effective Time, including, without limitation:

(a) severance, termination, retention, bonus, incentive, commission, transaction, success or change-of-control payments or benefits (including any gross-ups, whether payable pursuant to Section 280G of the U.S. Internal Revenue Code or otherwise) payable to any current or former directors, officers, employees or consultants;

(b) any amounts triggered or accelerated under any employment, consulting, equity compensation, incentive, pension, benefit, severance, deferred compensation, change-of-control or similar plan, agreement or arrangement;

(c) any fees, expenses, break fees, consent fees, penalties or make-whole amounts payable to any third party in connection with the Arrangement or the termination, amendment or acceleration of any contract, agreement or commitment; and

(d) any employer payroll, withholding, sales, excise or similar Taxes arising in connection with any of the foregoing;

“Combined Company” means Sphere, after the consummation of the Arrangement;

“Consideration Securities” means, collectively, the Consideration Shares and the Replacement Equity;

“Consideration Shares” means the Sphere Common Shares and the Sphere Series I Shares to be issued in exchange for Cathedra Shares and the Accelerated Cathedra RSUs pursuant to the Arrangement;

“Consolidation” means a consolidation of the Sphere Common Shares on a one (1) Sphere Common Share for up to five (5) Sphere Common Shares basis to become effective at an exact ratio and a date to be determined by the Sphere Board or, if the Arrangement is consummated prior to the effectuation of such Consolidation, the New Sphere Board;

“Court” means the Supreme Court of British Columbia;

“DF King” means D.F. King & Co, Inc., the proxy solicitor retained by Sphere in connection with the special meeting;

“Director Nominees” means Timothy P. Hanley, Joel Block, Marcus Dent, Kurt L. Kalbfleisch and Nicholas Gates.

“Dissent Rights” means the rights of dissent exercisable by Cathedra Shareholders in respect of the Arrangement described in the Plan of Arrangement;

“Dissenting Shareholder” means a Cathedra Shareholder who dissents in respect of the Arrangement in strict compliance with the dissent procedures set forth in the Plan of Arrangement;

“Effective Date” means the date on which the Arrangement becomes effective in accordance with the Arrangement Agreement;

“Effective Time” means the time on the Effective Date when the Arrangement will be deemed to be completed as may be agreed to by the Parties as denoted on the filings with the Registrar, to the extent that such filings are required;

“Exchange Act” means the Securities Exchange Act of 1934, as amended to date;

“Final Order” means the final order of the Court under Section 291 of the BCBCA, in a form acceptable to the Parties, each acting reasonably, approving the Arrangement, as such order may be amended by the Court (with the consent of the Parties, each acting reasonably) at any time prior to the Effective Date or, if appealed, then, unless such appeal is withdrawn or denied, as affirmed or as amended (provided that such that any such amendment is acceptable to the Parties, each acting reasonably) on appeal;

“FinCEN” means the Financial Crimes Enforcement Network of the U.S. Treasury Department;

“GAAP” means the generally accepted accounting principles in the United States;

“Governmental Authority” means any (a) multinational, federal, provincial, state, county, regional, municipal, local or other government, governmental or public department or ministry, central bank, court, tribunal, arbitral body, commission, commissioner, stock exchange, board, official, minister, bureau or agency, whether domestic or foreign; (b) subdivision, agent or representative of any of the foregoing; or (c) quasi-governmental or private body exercising any administrative, regulatory, expropriation or taxing authority under or for the account of any of the foregoing;

“IFRS” means the International Financial Reporting Standards as issued by the International Accounting Standards Board, applied on a consistent basis;

“Incentive Plan Amendment” means the amendment to the Sphere Incentive Plan to increase the number of Sphere Common Shares authorized under the Sphere Incentive Plan, which is attached to this Proxy Statement as Annex C;

“Incentive Plan Amendment Resolution” means the ordinary resolution Sphere Shareholders will be asked to consider at the special meeting and, if deemed advisable, pass approving the Incentive Plan Amendment to the Sphere Incentive Plan to increase the number of shares available for issuance under the Sphere Incentive Plan from 639,252 to 2,139,252, an increase of 1,500,000 shares, to, among other things, issue the Replacement Options and Replacement RSUs pursuant to the terms of the Arrangement Agreement, which is attached to this Proxy Statement as Annex B;

“including” means including without limitation, and “include” and “includes” have a corresponding meaning;

“Interim Order” means the interim order of the Court to be issued following the application therefor contemplated by the Arrangement Agreement, in a form acceptable to the Parties, each acting reasonably, and containing declarations and directions with respect to the Arrangement and providing for, among other things, the calling and holding of the Cathedra Meeting, as such order may be amended, modified, supplemented or varied by the Court (provided that any such amendment, modification, supplement or variation is acceptable to the Parties, each acting reasonably);

“Management Members” means Joel Block, as Chief Executive Officer of Sphere effective immediately following the Effective Time, Kurt L. Kalbfleisch, as Chief Financial Officer of Sphere effective immediately following the Effective Time, and Tiah Reppas, as Chief Accounting Officer of Sphere effective immediately following the Effective Time;

“March 2024 Employment Agreement” means the new employment agreement, dated March 27, 2024, among Sphere and Kurt Kalbfleisch, which replaced the employment agreement entered into between Sphere and Mr. Kalbfleisch in 2022;

“Material Adverse Change” means, in respect of any Party, one or more changes, events, or occurrences, and “Material Adverse Effect” means, in respect of any Party, any one or more changes, effects, events or occurrences, which, in either case, either individually or in the aggregate, is or would reasonably be expected to be material and adverse to the business, operations, results of operations or financial condition of that Party and its Subsidiaries, on a consolidated basis, or that would prevent or materially impede the completion of the Arrangement, except any change, effect, event or occurrence resulting from or relating to: (a) the public announcement of the execution of the Arrangement Agreement or the transactions contemplated by the Arrangement Agreement or the performance of any obligation hereunder or, in the case of Cathedra, communication by Sphere of its plans or intentions with respect to Cathedra and/or any of its Subsidiaries; (b) any change in applicable laws or in the interpretation thereof by any Governmental Authority (other than orders, judgments or decrees against the Party and its Subsidiaries) or in IFRS or GAAP; (c) any natural disaster; (d) conditions affecting the cryptocurrency mining industry generally or the price of Bitcoin or other relevant cryptocurrencies; (e) general economic, financial, currency exchange, securities or commodity market conditions, including the imposition of U.S. tariffs on imports from Canada as well as retaliatory tariffs on U.S. exports by Canada; (f) any act of terrorism, outbreak or escalation of hostilities or armed conflict, epidemic, pandemic, public health emergency, or the imposition of any quarantine, shelter-in-place, travel restriction, or similar governmental or regulatory order related thereto; or (g) any change in the market price of the Cathedra SV Shares or the Sphere Common Shares, as applicable, (it being understood, without limiting the applicability of paragraphs (a) to (g), that the cause or causes of any such change in the market price of the Cathedra SV Shares or the Sphere Common Shares may constitute, in and of itself, a Material Adverse Change or Material Adverse Effect and may be taken into account in determining whether a Material Adverse Change or Material Adverse Effect has occurred), provided further that any change, effect, event or occurrence referred to in paragraphs (b) to (f) does not relate primarily only to (or have the effect of relating primarily only to) such Party or have a materially disproportionate effect on such Party and its Subsidiaries (on a consolidated basis) relative to comparable cryptocurrency mining companies; and references in the Arrangement Agreement to dollar amounts are not intended to be and shall not be deemed to be illustrative or interpretative for purposes of determining whether a “Material Adverse Effect” or a “Material Adverse Change” has occurred;

“May 2025 Employment Agreement” means the second amended and restated employment agreement, dated May 8, 2025, among Sphere and Kurt Kalbfleisch which amended and restated the April 2025 Employment Agreement in its entirety;

“MW” means megawatts;

“MI 61-101” means the Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions, as published by the Canadian Securities Administrators;

“MVS Exchange Ratio” means 12.3014:1, representing 12.3014 Sphere Common Shares for each Cathedra MV Share;

“Nasdaq” means the Nasdaq Stock Market LLC;

“Nasdaq Listing Rule 5635(a)” means Listing Rule 5635(a) of Nasdaq;

“New Sphere Board” means the board of directors of Sphere immediately following the Effective Time;

“November 2025 Employment Agreement” means the third amended and restated employment agreement, dated November 11, 2025, among Sphere and Kurt Kalbfleisch, which amended and restated the May 2025 Employment Agreement in its entirety;

“OBCA” means the Business Corporations Act (Ontario), as amended to date;

“OTCQB” means the OTCQB Venture Market of the OTC Markets Group Inc.;

“Parties” means Cathedra, Sphere and Amalco Sub, and any other person who becomes a party to the Arrangement Agreement, and “Party” means any of them;

“Permitted Expenditures” means expenditures (including, without limitation, disbursements of cash and dispositions or uses of digital assets, including cryptocurrencies) (i) in the ordinary course of business consistent with past practice, (ii) to pay Transaction Expenses or (iii) to pay the Cathedra Closing Payments or the Sphere Closing Payments, as applicable;

“Plan of Arrangement” means the plan of arrangement, as from time to time amended, supplemented or restated in accordance with the Arrangement Agreement, the Plan of Arrangement or at the direction of the Court in the Final Order with the consent of Sphere, Cathedra and Amalco Sub, each acting reasonably;

“Preferred Shares” means the preferred shares of Sphere, issuable in series;

“Proposals” means the Share Issuance Proposal, the Board Size Proposal, the Director Election Proposal, the Incentive Plan Proposal, and the Consolidation Proposal;

“record date” means the close of business on [__], 2026, the record date for the special meeting;

“Replacement Equity” means the Replacement Options, Replacement Warrants and Replacement RSUs;

“Replacement Options” means the options to acquire Sphere Common Shares that, as at the Effective Time pursuant to the Arrangement and in accordance with the Plan of Arrangement, will be granted by Sphere to the Cathedra Optionholders pursuant to the Arrangement;

“Replacement RSUs” means the restricted share units issued by Sphere that, as at the Effective Time pursuant to the Arrangement and in accordance with the Plan of Arrangement, will be exchanged for all unvested outstanding Cathedra RSUs (other than any Accelerated Cathedra RSUs) held by Joel Block;

“Replacement Warrants” means warrants to acquire Sphere Common Shares that, as at the Effective Time pursuant to the Arrangement and in accordance with the Plan of Arrangement, will be issued by Sphere to the Cathedra Warrantholders pursuant to the Arrangement;

“Rosenblatt” means Rosenblatt Securities Inc., the independent financial advisor engaged by Sphere to provide a fairness opinion to the Sphere Board regarding the fairness, from a financial point of view, of the Arrangement to the public holders of Sphere Common Shares;

“SEC” means the United States Securities and Exchange Commission;

“Second Gate” means Second Gate Advisory LLC, an independent third-party financial advisor to Sphere management;

“Securities Act” means the Securities Act of 1933, as amended and the rules and regulations of the SEC promulgated thereunder;

“SEDAR+” means the System for Electronic Document Analysis Retrieval of the Canadian Securities Administrators, accessible at www.sedarplus.ca;

“special meeting” means the special meeting of Sphere Shareholders, including any adjournment or adjournments thereof, to be held for the purpose of considering and, if thought fit, approving the Proposals and for any other purpose as may be set out in this Proxy Statement;

“Sphere” means Sphere 3D Corp., a corporation existing under the laws of the Province of Ontario, Canada;

“Sphere Articles” means the articles of amalgamation of Sphere, as amended to date;

“Sphere Audit Committee” means the Audit Committee of the Sphere Board;

“Sphere Board” means the existing board of directors of Sphere prior to the Effective Time;

“Sphere Bylaws” means the bylaws of Sphere, as amended to date;

“Sphere Closing Payments” means the payments contemplated by the agreements set forth in the Sphere Disclosure Letter;

“Sphere Common Shares” means the common shares in the capital of Sphere;

“Sphere Compensation Committee” means the Compensation Committee of the Sphere Board;

“Sphere Disclosure Letter” means the disclosure letter dated the date of the Arrangement Agreement executed by Sphere and delivered to Cathedra;

“Sphere Incentive Plan” means the Sphere 3D Corp. 2025 Performance Incentive Plan, as approved by Sphere Shareholders on May 29, 2025;

“Sphere Management” means the management of Sphere;

“Sphere Nominating and Governance Committee” means the Nominating and Governance Committee of the Sphere Board;

“Sphere Options” means options granted to acquire Sphere Common Shares granted under the Sphere Incentive Plan;

“Sphere RSUs” means restricted share units to acquire Sphere Common Shares granted under the Sphere Incentive Plan;

“Sphere Series H Shares” means the outstanding Preferred Shares of Sphere designated as Series H Preferred Shares;

“Sphere Series I Shares” means the Preferred Shares of Sphere to be created pursuant to Section 3.1(a) of the Plan of Arrangement and to be designated as Series I Preferred Shares;

“Sphere Shareholder Approval” means the approval of the Share Issuance Proposal, the Board Size Proposal and the Director Nominee Proposal by a majority of the votes cast by Sphere Shareholders present in person (online) or by proxy at the special meeting;

“Sphere Shareholders” means the holders from time to time of Sphere Common Shares;

“Sphere Shares” means the Sphere Common Shares, Sphere Series H Shares and, once created, the Sphere Series I Shares;

“Sphere Termination Payment” means if a Sphere Termination Payment Event occurs, Sphere shall pay, as liquidated damages under the Arrangement Agreement, by wire transfer of immediately available funds, a termination payment in the amount of $500,000 to Cathedra;

“Sphere Termination Payment Event” means the termination of the Arrangement Agreement: (i) by Cathedra upon the circumstances described in the paragraphs “Sphere Change in Recommendation” or “Sphere Material Breach of Non-Solicit” under the heading “Termination of the Arrangement Agreement – Termination by Cathedra” (but not including such a termination by Cathedra in circumstances where a Sphere Change in Recommendation resulted from the occurrence of a Material Adverse Effect in respect of Cathedra); (ii) by Sphere upon circumstances described in the paragraph “Sphere Superior Proposal” under the heading “Termination of the Arrangement Agreement – Termination by Sphere” above; or (iii) by either party upon circumstances described in the paragraph “Failure to Obtain Sphere Shareholder Approval” under the heading “Termination of the Arrangement Agreement – Termination by Either Party”, but only if (a) prior to the special meeting, a bona fide acquisition proposal, or the intention to make a bona fide acquisition proposal with respect to Sphere, other than an acquisition consented to by Cathedra, shall have been made to Sphere and publicly announced, (b) such acquisition proposal has not been withdrawn, and (c) within 12 months following the date of such termination, either (1) such acquisition proposal is consummated by Sphere; or (2) Sphere and/or one or more of its subsidiaries enters into a definitive agreement in respect of, or the Sphere Board approves or recommends such acquisition proposal and that transaction is consummated at any time thereafter.

“SVS Exchange Ratio” means 0.123014:1, representing 0.123014 Sphere Common Shares for each Cathedra SV Share;

“Transaction Expenses” means reasonable, documented, out-of-pocket fees, costs and expenses of outside legal counsel, financial advisors, accountants, transfer agents, proxy solicitors, filing fees and court fees, in each case incurred solely in connection with the transactions contemplated by the Arrangement Agreement and the Plan of Arrangement;

“TSXV” means the TSX Venture Exchange;

“United States” or “U.S.” means the United States of America, its territories and possessions, any State of the United States and the District of Columbia; and

“U.S. Person” has the meaning ascribed thereto in Regulation S under the Securities Act.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Proxy Statement includes or may include “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act, as amended, and Section 21E of the Exchange Act. All statements, other than statements of historical fact, included in this Proxy Statement, including those that address activities, events, or developments that Sphere expects, believes, or anticipates will or may occur in the future, are forward-looking statements. Forward-looking statements include, but are not limited to, statements regarding the Arrangement, including any statements regarding the expected timetable for completing the Arrangement, Sphere’s or Cathedra’s plans and expectations with respect to the Arrangement, the results, effects, benefits and synergies of the Arrangement, anticipated impact of the Arrangement on the Combined Company’s results of operations, financial position, growth opportunities, competitive position, including the pro forma financial information included in this Proxy Statement, maintaining current Sphere Management and Cathedra Management, strategies and plans and integration, future opportunities for the Combined Company, future financial performance and condition, guidance and any other statements regarding Sphere’s or Cathedra’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on assumptions currently believed to be valid. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,” “forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives thereof, are intended to identify forward-looking statements. However, the absence of these words does not mean that the statements are not forward-looking. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995 and applicable Canadian securities laws.

These forward-looking statements involve significant risks and uncertainties, many of which are outside Sphere’s control, and which may cause actual results and future trends to differ materially from those matters expressed in, or implied or projected by, such forward-looking statements, which speak only as of the date of this Proxy Statement. Shareholders are cautioned not to place undue reliance on these forward-looking statements. Risks and uncertainties that could cause actual results to differ from those described in forward-looking statements include the following:

The foregoing list of factors is not exhaustive. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation, strategies for the Combined Company’s operations, cryptocurrency market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters. For further discussion of these and other risks, contingencies, and uncertainties applicable to Sphere and Cathedra, please see “Risk Factors” in this Proxy Statement as well as Sphere’s other filings with the SEC. Please see “Where You Can Find More Information” for more information about the Sphere’s SEC filings.

Additional factors that could cause results to differ materially from those described above can be found in Sphere’s Annual Report on Form 10-K for the year ended December 31, 2025, and subsequent Quarterly Reports on Form 10-Q, which are on file with the SEC and available from Sphere’s website at www.sphere3d.com, and in other documents Sphere files with the SEC and on SEDAR+. Information contained on, or linked from, Sphere’s website is not incorporated by reference in this Proxy Statement.

All forward-looking statements attributable to Sphere, Cathedra or any person acting on their behalf are expressly qualified by the cautionary statements contained in this section. All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Sphere nor Cathedra assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE ARRANGEMENT

The following questions and answers briefly address some commonly asked questions about the Arrangement and other matters being considered at the special meeting. They may not include all the information that is important to our shareholders. Sphere Shareholders should carefully read this entire Proxy Statement, including the annexes and the other documents referred to herein.

Additionally, the Sphere Board believes that the number of outstanding Sphere Common Shares is, or will be following the Arrangement, if consummated, inconsistent with the size, assets and structure of Sphere or the Combined Company, as applicable. Sphere Management believes that the Consolidation may provide flexibility in the capital structure of Sphere or the Combined Company, as applicable, in order to facilitate raising capital in the future while keeping Sphere’s or the Combined Company’s capital structure, as applicable, manageable. Approving the Consolidation Proposal does not automatically mean that the Consolidation will occur. Rather, a vote for the Consolidation Proposal will give the Sphere Board, or the New Sphere Board if the Arrangement is consummated prior to the effectuation of such Consolidation, the authority in its sole discretion, should they decide that it is in the best interest of Sphere or the Combined Company, if applicable, to complete the Consolidation.

You are receiving this Proxy Statement because you have been identified as a holder of a share of a Sphere Common Share as of the record date. This Proxy Statement is being used to solicit proxies on behalf of Sphere for the special meeting to obtain the required approvals of Sphere Shareholders. This Proxy Statement contains important information about the Arrangement and related transactions, the Share Issuance Proposal, the Board Size Proposal, the Director Election Proposal, the Incentive Plan Proposal, the Consolidation Proposal and the special meeting, and you should read it carefully.

In order to complete the Arrangement, Sphere Shareholders must approve the Share Issuance Proposal, the Board Size Proposal and each Director Nominee of the Director Election Proposal. In addition, unless the Incentive Plan Proposal is approved or Cathedra waives the condition that the Replacement Equity is issued, the Arrangement may not be consummated. Cathedra Shareholders must approve the Arrangement. Cathedra must also obtain the Final Order from the Court approving the Arrangement, and all other conditions to the Arrangement, including receipt of certain regulatory approvals, must be satisfied or waived. Completion of the Arrangement is not conditioned on the approval of the Consolidation Proposal by Sphere Shareholders at the special meeting. See “The Arrangement Agreement and the Plan of Arrangement – Conditions to Closing” section of this Proxy Statement for a more complete summary of the conditions that must be satisfied or waived prior to completion of the Arrangement. Cathedra will hold a separate meeting to obtain the required approval of Cathedra Shareholders.

Shareholders who are present at the special meeting in person (online) or represented by proxy but who abstain from voting on any Proposal will be counted as present for purposes of determining whether a quorum is present at the special meeting.

If a quorum is not present at the special meeting, then Sphere Shareholders present in person (online) or by proxy, may adjourn the special meeting to a fixed time and place but may not transact any other business.

		Internet. You may vote on the Internet at http://www.proxyvote.com. This website also allows electronic proxy voting using smartphones, tablets and other web-connected mobile devices (additional charges may apply pursuant to your service provider plan). Simply follow the instructions that accompanied your proxy materials. If you vote on the Internet, you can request electronic delivery of future proxy materials. Internet voting facilities for Sphere Shareholders of record will be available 24 hours a day and will close at 11:59 p.m. (Eastern Time) on [__], 2026.
		Mail. If you received a proxy card by mail, you may vote by mail by completing, signing, dating and returning your proxy card in the pre-addressed, postage-paid envelope provided. If you vote by mail and your proxy card is returned unsigned, then your vote cannot be counted. If you vote by mail and the returned proxy card is signed without indicating how you want to vote, then your proxy will be voted as recommended by the Sphere Board. If mailed, your completed and signed proxy card must be received by [__], 2026.
		Meeting. You may attend (online) and vote electronically at the special meeting.

The Sphere Board recommends that you vote by internet or mail. Even if you plan to attend the virtual special meeting, please complete, sign, date and return the enclosed proxy or voting instruction card or the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting if you are unable to attend. You may still attend the virtual special meeting and vote online by ballot even if you have already voted by proxy.

A broker is entitled to vote shares held for a beneficial owner on "routine" matters without instructions from the beneficial owner of those shares, which includes the Consolidation Proposal. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on "non-routine" matters, which includes Share Issuance Proposal, the Board Size Proposal, the Director Nominee Proposal and the Incentive Plan Proposal described in this Proxy Statement.

If you hold your shares in street name, it is critical that you provide your bank, broker or other nominee with instructions on how to cast your vote if you want it to count in the Share Issuance Proposal, the Board Size Proposal, the Director Nominee Proposal and the Incentive Plan Proposal described in this Proxy Statement. If you hold your shares in street name, and you do not instruct your bank, broker or other nominee how to vote, then it will not be voted for the Share Issuance Proposal, the Board Size Proposal, the Director Nominee Proposal and the Incentive Plan Proposal.

Banks, brokers or other nominees holding shares in street name may vote those shares in their discretion for any routine matters. Therefore, we do not expect any broker non-votes on the Consolidation Proposal or any other routine matters properly brought before the special meeting.

In addition, each of the directors and certain officers of Cathedra, who collectively hold approximately 70% of the outstanding Cathedra SV Shares and the Cathedra MV Shares as of the date of the Arrangement Agreement (the “Cathedra Locked-up Shareholders”) and each of the directors and senior officers of Sphere, who collectively held approximately 3% of the outstanding Sphere Common Shares as of the date of the Arrangement Agreement (the “Sphere Locked-up Shareholders”) have entered into separate voting and support agreements with Sphere and Cathedra (the “Support Agreements”). Each such Support Agreement provides that the signatories thereto will, subject to limited exceptions, vote their shares in favor of approving the Arrangement (in the case of Cathedra signatories) or Share Issuance Proposal (in the case of Sphere signatories), and against certain matters inconsistent with the Arrangement, including any alternative acquisition proposal. See “The Arrangement – Support Agreements.”

If you are a beneficial owner of Sphere Common Shares, you are also invited to attend the special meeting (online). However, because you are not a Sphere Shareholder of record, you may not vote your Sphere Common Shares in person (online) at the special meeting unless you request and obtain a “legal proxy” issued in your own name from your bank, broker or other nominee. If you appoint a non-management proxy holder, please make sure he or she is aware and ensure he or she will attend (online) and submit a vote on your behalf at the special meeting, with the proper authority from you, for your vote to count.

Even if you plan to attend the virtual special meeting, we encourage you to please complete, sign, date and return the enclosed proxy or voting instruction card or vote over the Internet as instructed in these materials as promptly as possible to ensure that your shares will be represented at the special meeting if you are unable to attend. You may still attend the virtual special meeting and vote online by ballot even if you have already voted by proxy.

If your Sphere Common Shares are held in street name by a bank, broker or other nominee, and you vote by proxy, you may later revoke your proxy by informing the holder of record in accordance with that entity’s procedures.

The Arrangement Agreement further provides that, upon termination of the Arrangement Agreement under certain circumstances, Cathedra will be required to pay to Sphere a termination fee of $500,000 in connection with such termination, or Sphere will be required to pay to Cathedra a termination fee of $500,000 in connection with such termination. See the “The Arrangement Agreement and the Plan of Arrangement – Termination of the Arrangement Agreement” section of this Proxy Statement for a more complete summary of the termination provisions under the Arrangement Agreement.

In addition, the Board Size Proposal and the Director Election Proposal is conditioned on the approval by Sphere Shareholders of the Share Issuance Proposal, the Board Size Proposal, the Director Nominee of the Director Election Proposal at the special meeting. The effectiveness of the Incentive Plan Proposal is conditioned upon the approval of each of the Share Issuance Proposal, each Director Nominee of the Director Election Proposal and the Board Size Proposal in this Proxy Statement. Approval by Sphere Shareholders of the Consolidation Proposal is not conditioned on the approval of any other Proposal at the special meeting and approval of the of the Share Issuance Proposal, the Board Size Proposal, the Director Nominee of the Director Election Proposal and the Incentive Plan Proposal is not conditioned on the approval of the Consolidation Proposal at the special meeting.

It is important to note that in the event that the Share Issuance Proposal is not approved, then Sphere may not consummate the Arrangement. In addition, if the Board Size Proposal, each Director Nominee of the Director Election Proposal and the Incentive Plan Proposals are not approved, then Sphere may not consummate the Arrangement unless the underlying condition under the Arrangement Agreement is waived by the applicable Party.

In addition, Sphere will continue to be a reporting issuer in the provinces of Ontario, British Columbia and Alberta in Canada. Subject to certain exceptions, Sphere will continue to be generally exempt from Canadian statutory financial and other continuous and timely reporting requirements, including the requirement for insiders of Sphere to file reports with respect to trades of Sphere securities, provided Sphere complies with the requirements of applicable U.S. securities laws and U.S. market requirements in respect of all financial and other continuous and timely reporting matters, and Sphere files with the relevant Canadian securities regulatory authorities copies of its documents filed with the SEC under the Exchange Act.

D.F. King & Co., Inc.
28 Liberty Street, Floor 53
New York, NY 10005
(877) 478-5043 (toll free)
Email: ANY@dfking.com

You may also wish to consult your legal, tax and/or financial advisors with respect to any aspect of the Arrangement, the Arrangement Agreement or other matters discussed in this Proxy Statement. You may also obtain additional information about Sphere from the documents we file with the SEC or on SEDAR+, or by following the instructions in the “Where You Can Find More Information” section of this Proxy Statement.

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information (“Unaudited Pro Forma Financial Information”) has been prepared based on the historical audited consolidated financial statements of Sphere and Cathedra, as indicated below, and is intended to provide information about how the Arrangement would have affected Sphere’s historical financial statements.

The unaudited pro forma condensed combined balance sheet (“Unaudited Pro Forma Balance Sheet”) as of December 31, 2025 gives effect to the Arrangement as if it occurred on December 31, 2025 and combines the historical balance sheets of Sphere and Cathedra as of such date. The unaudited pro forma condensed combined statement of operations (“Unaudited Pro Forma Statement of Operations”) for the year ended December 31, 2025 combines the historical audited consolidated statements of operations of Sphere for the corresponding period, with the respective historical audited consolidated income statements of Cathedra, as if the Arrangement had occurred on January 1, 2025.

The Unaudited Pro Forma Financial Information has been prepared based on, and should be read in conjunction with:

The Unaudited Pro Forma Financial Information is presented for informational purposes only. The information has been prepared in accordance with Article 11 of Regulation S-X, as amended by Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses,” using the assumptions set forth in the notes to the Unaudited Pro Forma Financial Information. The Arrangement will be recorded as a business combination using the acquisition method of accounting under GAAP. See section titled “The Arrangement –Accounting Treatment” of this Proxy Statement. Sphere, as the accounting acquirer, will record the acquired assets and assumed liabilities of Cathedra at their fair values as of the acquisition date. Sphere and Cathedra have determined a preliminary estimated purchase price calculated as described in Note 2 to the Unaudited Pro Forma Financial Information. The Unaudited Pro Forma Financial Information is not necessarily indicative of the financial position and results of operations that actually would have been achieved had the Arrangement occurred as of the dates indicated herein, nor do they purport to project the future financial position and operating results of the Combined Company. The Unaudited Pro Forma Financial Information also does not reflect the costs of any integration activities or cost savings or synergies expected to be achieved as a result of the Arrangement, which are described in the section titled “The Arrangement – Sphere’s Reasons for the Arrangement” of this Proxy Statement, and, accordingly, do not attempt to predict or suggest future results.

The Unaudited Pro Forma Financial Information is based on the assumptions and adjustments that are described in the accompanying notes. The Unaudited Pro Forma Financial Information and pro forma adjustments have been prepared based on preliminary estimates of fair value of acquired assets and liabilities assumed. Differences between these preliminary estimates and the final acquisition accounting are likely to occur and these differences could be material. The actual amounts recorded as of the completion of the Arrangement may also differ materially from the information presented in the Unaudited Pro Forma Financial Information as a result of, among other factors, the amount of cash used in operations between the signing of the Arrangement and the closing of the Arrangement; the timing of closing of the Arrangement; changes in the fair value of Sphere Common Shares; and other changes in Sphere and Cathedra’s assets and liabilities that occur prior to the completion of the Arrangement.

The Unaudited Pro Forma Financial Information does not give effect to the potential impact of current financial conditions, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the integration of the two companies, if any.

The Transaction Accounting Adjustments represent Sphere Management’s best estimates and are based upon currently available information and certain assumptions that Sphere Management believes are reasonable and supportable. As the Unaudited Pro Forma Financial Information has been prepared based on these assumptions, the final amounts recorded may differ materially from the information presented herein.

Sphere has elected not to present Sphere Management’s Adjustments, which depict synergies and dis-synergies of the Arrangement, and will only be presenting Transaction Accounting Adjustments in the Unaudited Pro Forma Financial Information. Therefore, the Unaudited Pro Forma Statement of Operations does not include the effects of the costs associated with any integration or restructuring activities resulting from the Arrangement, as they are nonrecurring in nature. In addition, the Unaudited Pro Forma Financial Information does not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the Arrangement.

Given Sphere’s history of net losses and full valuation allowance on its net deferred tax assets, the pro forma adjustments to the Unaudited Pro Forma Statement of Operations resulted in no income tax adjustment to the pro forma financials.

Additionally, as discussed in Note 3, certain reclassifications were made to conform the historical presentation of Cathedra’s consolidated financial statements to that of Sphere’s financial statement presentation. The accounting policies used in the preparation of the Unaudited Pro Forma Financial Information are those set out in Sphere’s audited financial statements for the year ended December 31, 2025. Sphere Management conducted a preliminary evaluation of accounting policies used by Cathedra compared to accounting policies used by Sphere and identified certain adjustments as described below. Following the completion of the Arrangement, Sphere will conduct a comprehensive review of Cathedra’s accounting policies, and as a result of that review, Sphere may identify differences which may have a material impact on the Unaudited Pro Forma Financial Information.

Sphere 3D Corp

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

(in thousands)

As of December 31, 2025

Sphere 3D Corp.

UNAUDITED CONDENSED COMBINED STATEMENT OF OPERATIONS

(in thousands, except share and per share data)

For the Year Ended December 31, 2025

SPHERE 3D CORP.

NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(Expressed in U.S. Dollars)

1. BASIS OF PRESENTATION 

After completion of the Arrangement, the consolidated financial statements of the consolidated entity will be prepared and presented in accordance with GAAP. The Unaudited Pro Forma Financial Information includes (all financial information is prepared in accordance with GAAP):

The Unaudited Pro Forma Financial Information should be read in conjunction with the historical consolidated financial statements and notes included therein of Sphere and Cathedra, as referred to above and included elsewhere in this Proxy Statement. Further review may identify differences between the accounting policies of Sphere and Cathedra that, when conformed, could have a material impact on the financial statements of the Combined Company. At this time, Sphere and Cathedra have made adjustments to align accounting policies and are not aware of any remaining accounting policy differences that would have a material impact on the Unaudited Pro Forma Financial Information of the Combined Company.

The Arrangement reflected in the Unaudited Pro Forma Financial Information has been prepared using the acquisition method of accounting in accordance with ASC 805, Business Combinations, under GAAP. Based on the definitions of control, Sphere is considered the legal and accounting acquirer. Under the acquisition method, the total estimated consideration is calculated as described in Note 2 to the Unaudited Pro Forma Financial Information. In accordance with the accounting guidance for business combinations, the assets acquired and liabilities assumed of Cathedra will be measured at their estimated fair values. The Unaudited Pro Forma Financial Information has accounted for Cathedra’s assets and liabilities based on their historical amounts as no valuation has occurred at this time to determine their respective fair values.

It is Sphere Management’s opinion that the Unaudited Pro Forma Financial Information includes all adjustments necessary for the fair presentation of the Arrangement described herein. The Unaudited Pro Forma Financial Information has been presented for informational purposes only and is not intended to reflect the results of operations or the financial position of Sphere which would have actually resulted had the Arrangement been effected on the dates indicated. Furthermore, the Unaudited Pro Forma Financial Information is not necessarily indicative of the results of operations that may be obtained in the future. Actual amounts recorded upon completion of the Arrangement will differ from those recorded in the Unaudited Pro Forma Financial Information and the differences may be material.

Certain amounts included herein have been subject to rounding adjustments. Accordingly, amounts shown as totals in certain tables may not be the arithmetic aggregation of the amounts that precede them. 

2. ACQUISITION OF CATHEDRA

Sphere Management has estimated the preliminary consideration and has not yet completed an external valuation analysis of the fair market value of Cathedra’s assets to be acquired and liabilities to be assumed. As a result, Sphere Management has estimated the allocation of the preliminary purchase price to Cathedra’s assets and liabilities. This preliminary purchase price allocation has been used to prepare the pro forma adjustments in the Unaudited Pro Forma Balance Sheet. The final purchase price allocation will be determined when the final purchase price has been determined, the final assets and liabilities and any asset sales are known, and detailed valuations and any other studies and calculations deemed necessary have been completed. The final purchase price and purchase price allocation could differ materially from the preliminary purchase price and purchase price allocation used to prepare the pro forma adjustments resulting from changes to assets and liabilities and to the ultimate purchase consideration, and operations during the intervening period to the closing of the Arrangement, among other factors.

Pursuant to the terms of the Arrangement Agreement, Sphere will issue approximately 2,250,048 Sphere Common Shares and 1,526,124 Sphere Series I Shares to the shareholders of Cathedra to acquire 100% of the issued and outstanding common shares of Cathedra as well as Replacement Warrants and share-based awards. This preliminary purchase price is based on the aggregate number of shares of Sphere Common Shares and common shares equivalents expected to be outstanding at the closing of the Arrangement using the fair value of the shares as of the signing date of the Arrangement Agreement. The fair value of Series I Shares was estimated using an if-converted method based on the publicly traded common share price of $1.46 as of March 5, 2026, adjusted for time-based conversion restrictions using an 8% discount rate. This is a preliminary estimate and the actual fair value may differ upon completion of a formal valuation analysis at the time of the consummation of the Arrangement. A preliminary accounting assessment was performed over Sphere Series I Shares to determine the balance sheet classification. The preliminary conclusion resulted in permanent equity classification, which is subject to further accounting assessment and may be subject to change at the time of the consummation of the Arrangement and when the accounting assessment is completed.

The following table summarizes the preliminary estimated consideration:

The actual consideration will fluctuate until the Effective Date of the Arrangement and the final valuation and accounting classification assessment could differ significantly from the preliminary estimate. The following table illustrates the effect of changes in the price of Sphere Common Shares on the estimated purchase price that may result at certain purchase price levels in the Arrangement (in thousands, except per share amounts):

The adjustments reflect the acquisition method of accounting, which takes into account the total consideration transferred for Cathedra’s assets and liabilities based on their historical amounts as no valuation has occurred at this time to determine their respective fair values.

A final determination of fair value may differ materially from the preliminary estimates and will include Sphere Management’s final valuation. The final valuation will change the calculation of consideration, which could affect the fair value assigned to the assets acquired and liabilities assumed and could result in a change to the Unaudited Pro Forma Financial Information.

Period-end exchange rate as of December 31, 2025: $0.73

Average exchange rate for the year ended December 31, 2025: $0.71

Certain reclassifications were made to conform the historical presentation of Cathedra consolidated financial statements to that of Sphere’s financial statement presentation as follows;

The financial information below illustrates the impact of adjustments made to Cathedra’s consolidated financial statements as prepared in accordance with IFRS, in order to present them on a basis consistent with the Sphere’s accounting presentation in accordance with GAAP.