SecProbe.io

August 19, 2014

Via E -mail
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corporation
240 Matheson Blvd. East,
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corporation
Joint Proxy/ Registration Statement on Form F -4
Filed July 23, 2014
  File No. 333-197569

Dear Mr. Tassiopoulos :

We have reviewed your  joint proxy/ registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing  and providing the requested
information.   If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing  and the information you provide in
response to these comments, we may have additional comments.

General

1. Please provide us with your analysis as to whether you qualify as an “emerging growth
company,” as defined in the Jumpstart Our Business Startups Act.  If y ou believe you
qualify, please disclose this status in the filing;  and describe how and when a company
may lose emerging growth company status and provide a brief description of the
exemption from Section 404(b) of the Sarbanes -Oxley Act of 2002.

Prospec tus Cover Page/Letter to Shareholders

2. We refer to the second paragraph of the letter to Overland shareholders describing in
mathematical terms how the number of shares of Sphere 3D common stock to be issued
as merger consideration is to be calculated .  Please explain clearly the economic
substance behind the formula and inputs used to arrive at the agreed -upon merger
consideration.  As one example, please indicate the source of the numerical inputs to the
formula.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 2

 3. We again refer to the description of the merger consideration payable to Overland
shareholders.  It states that for each share of Overland common stock held as of the
effective time, Overland shareholders will receive 0.510594 share of Sphere 3D common
plus a number of additional Sphere 3D common  shares to be determined based on the
stated formula.  The calculation depends on the number of shares of Sphere 3D held by
Overland as of the effective time, as well as the amount of indebtedness repaid by
Overland between signing the merger agreement and  closing the transaction.  Please
present, in an appropriate place in the filing, a possible range of total Sphere 3D shares
payable per Overland share based on recent and reasonable estimates of the inputs into
the formula for determining consideration (i .e., the number of common shares  of Sphere
3D expected to be held by Overland immediately prior to the closing of the merger and
the principal amount of any indebtedness of Overland to the Cyrus Funds expected to be
by Overland repaid between the signing a nd closing of the merger). You may wish to
provide disclosure regarding the range of consideration payable elsewhere in the filing,
with a cross -reference on your cover page.

4. The fifth paragraph of the letter states that the merger cannot be completed wi thout the
holders of a majority of Overland’s outstanding shares of common stock entitled to vote
at the special meeting.  We note from disclosure in the Q&A section and elsewhere in the
filing that the majority shareholder of Overland along with other Ove rland shareholders
have entered into a voting agreement pursuant to which they have agreed to vote  their
shares representing approximately 65% of the outstanding shares of Overland as of the
record date in favor of the merger at the special meeting.  Accor dingly, please state
clearly  in the cover page/letter to shareholders, if accurate, that as a result of the voting
agreement, the merger is expected  to be approved by the Overland shareholders at the
special meeting , regardless of the votes of Overland sha reholders who are not party to the
voting agreement .  Please clarify this matter where appropriate throughout your filing.

Questions and Answers about the Merger and Special Meeting, page 1

5. Please address in your Q& A section what holders of Overland options, restricted stock
units, and convertible  notes will receive in the merger, to the extent the treatment of these
securities is material to an Overland shareholder’s voting and investment decision.

6. Please provide  a Q&A describing  the cond itions to the merger.  We note the  related
discussion in your summary.

7. Please also consider adding a Q&A explaining the prohibition against Overland soliciting
other offers relating to an alternative  transaction, as discussed on page 100.

Q:  Do persons involved in the merger have interests that may conflict with mine…?, page 2

8. Please revise the disclosure in this Q&A to state more clearly and comprehensively the
source of the potential conflicts of interest of certain persons i nvolved in the merger.  For

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 3

 example, expand to clarify that Mr. Kelly, current CEO of Overland, is currently on the
board of directors of both Overland and Sphere 3D and that he will be the CEO of the
combined  company following the merger, and that Mr. Bor dessa is currently on the board
of Overland as the nominee  of the Cyrus  Funds .

Q:  What happens if the merger is not completed?, page 4

9. Please disclose here, as you do elsewhere, that if the merger is not completed Overland
may be required  to pay a $3.5 million termination fee and will be required to repay the $5
million loan made by Sphere 3D upon its maturity in May 2018.

Risk Factors

Risks Related to the Merger

“The rights of Overland’s shareholders who become Sphere 3D shareholders…,” page 27

10. This risk factor indicates that there “may be material differences between the current
rights of Overland  shareholders, as compared to the rights they will have as Sphere 3D
shareholders.”  Please expand to highlight the material differences that may be advers e to
Overland shareholders upon becoming Sphere 3D shareholders.

11. Further, please add a risk factor disclosure discussing the more limited SEC reporting
requirements applicable  to Sphere 3D as a foreign private issuer, as compared to a
domestic reporting issuer such as Overland, and the attendant risks for investors.  We
note in this regard your discussion beginning on page 86 of Sphere 3D’s reporting
requirements as a foreign p rivate issuer.

“Fluctuations in the Canadian/United States exchange rate…,” page 36

12. To indicate the scope of the risk described here, please provide quantitative information
regarding the “substantial portion” of your revenue earned in U.S. dollars, as well as the
“substantial portion” of your operating expense incurred in Canadian dollars.

Proposal One – The Merger

Background of the Merger, page 47

13. You disclose here that in the fall of 2012, “Mr. Tassiopoulos , only a shareholder of
Sphere 3D at the time, reached out to [Overland CEO] Mr.  Kelly, whom he had met
socially on several previous occasions , to discuss the possibility of Sphere 3D being
acquired by Overland.”  Please advise, and if appropriate disclose , whether Mr.
Tassiopoul os had any specific authority or instruction from Sphere 3D management (e.g.,
board approval) regarding this communication with Mr. Kelly.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 4

 14. You indicate on page 57 that the special committee of the Overland board of directors
discuss ed the need or advisability of a “majority of the minority” provision in connection
with the proposed merger transaction with Sphere 3D.  Please briefly explain what a
“majority of the minority” provision is in this context, and clarify the conclusion reac hed
by the special committee with respect to the need for it, in light of the po tential risk
described.

Opinion of Roth, the Special Committee’s Financial Advisor, page 62

15. You disclose that in arriving at its fairness opinion, Roth Capital Partners, LLC,  reviewed
and analyzed the financial terms of the draft merger agreement provided to Roth on May
15, 2014.  Please advise whether there were any material differences between the draft
reviewed by Roth and the final merger agreement executed by Overland and  Sphere 3D
later that day.  If so, please disclose the material differences here and in the background
of the merger discussion.  We note in this regard the disclosure on page 63 that Roth
assumed, at the special committee’s direction, that the merger will  be consummated in
accordance with the terms set forth in the draft agreement reviewed by Roth without
waiver, modification or amendment of any material term.

Treatment of Overland Restricted Stock Units and Options

Restricted Stock Units, page 69

16. The d isclosure provided here regarding the acceleration of vesting of Overland RSU
awards in connection with the merger is unclear.  You disclose that any Overland RSU
award that is outstanding at the effective time of the merger and that provides per its
terms  for vesting upon a change in control will vest at the level provided under such
terms immediate ly prior to the effective time.  You state further, “In addition, a total of
50% of all Overland restricted stock unit awards that are outstanding and unvested on the
closing date of the merger (including any units that accelerate upon a change in control in
accordance with their terms) will accelerate and vest immediately prior to the effective
time of the merger.”  Clarify whether the RSU awards that accelerate  upon a change of
control per their terms are excluded from the 50% figure, as the phrase “In addition”
suggests, or whether these awards are included in the 50%, as the quoted parenthetical
suggests.  For clarity, it may be helpful to quantify the RSU awa rds that will vest per
their terms and those that will vest otherwise at the effective time of the merger.

The Agreement and Plan of Merger, page 93

17. We note your statement in this section that the terms of the merger agreement are not
intended to provide any factual information about Overland or Sphere 3D, as well as your
ensuing qualifications regarding investors’ ability to rely on the representation s and
warranties made in the agreement.  Please note that disclosure regarding an agreement’s
representations, warranties or covenants in a proxy statement/prospectus (whether

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 5

 through incorporation by reference or direct inclusion) constitutes a disclosure  to
investors, on which they are entitled to rely.  Please refer to the Report of Investigation
Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission
Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, E xchange
Act Release No. 51283 (Mar. 1, 2005). Accordingly, if you continue to use these
statements in your proxy statement/pros  pectus, please revise them to remove any
implication that the merger agreement does not constitute disclosure under the federal
securities laws and to clarify that you will provide additional disclosure in your public
reports to the extent that you are or become aware of the existence of any material facts
that are required to be disclosed under federal securities law and that migh t otherwise
contradict the representations and warranties contained in the agreement and will update
such disclosure as required by federal securities laws.

Information about the Companie s

Sphere 3D’s Business

Corporate Structure, page 113

18. Please expan d this disclosure to explain briefly the reasons for Sphere 3D’s reverse
takeover of T.B. Mining in December 2012.

Key Subsequent Events Since December 31, 2013

Special Warrant Offering, page 116

19. Please update the discussion of the warrants issued by Sp here 3D in the June 5, 2014
private placement as appropriate to reflect that July 31, 2014 (the “penalty deadline”
discussed here) has passed.

Directors and Officers

Biographies, page 121

20. Please clarify in Mr. Bowman’s biography on page 122 whether he r emains the managing
partner with Capital Canada Limited.   In this regard, the disclosure states  he “was
Managing Partner with Capital Canada Limited from 2003 to 2014 ,” but it also refers to
his responsibilities with Capital Canada Limited in the present tense, suggesting he
remains with this firm.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 6

 Sphere 3D’s Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 131

21. Please consider providing a balanced, executive -level discussion that identifies the most
important themes  or other significant matters with which Sphere 3D management is
primarily concerned in evaluating  the company's financial condition and operating
results.  Such an overview would include economic or industry -wide factors relevant to
the company; serve to inform the reader about how your company plans to grow  revenues
and income and generate cash; and provide insight into material opportunities,
challen ges, and risks, such as those presented by known material trends and uncertainties
(such as the Overland merger and the acquisition of V3) , on which management is  most
focused for both the short and long term, as well as the actions they are taking to addr ess
these opportunities, challenges and risks.   Consider enhancing your disclosure in this
regard to include a discussion and analysis of your financial condition and operating
performance, both historically and prospectively.   Refer to Section III.A of SE C Release
No. 33-8350 .

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2013

Sphere 3D Corporation

Notes to the Unaudited Pro Forma Condensed Com bined Financial Information

1. Basis of Presentation, page 151

22. Please expand your explanation in Note 1.(c) on page 153 and in Note 1. on page 162 to
better clarify how the financial results of Overland Storage, Inc. for the year ended
December 31, 2013 were derived.  For example, please clarify if the December 31, 2013
financial results were derived by adding the subsequent six month interim results to the
fiscal year’s data and deducting the comparable preceding year’s six month interim
results.

Relate d Party Transactions of Directors and Executive Officers of the Combined Company, page
164

23. You state that except as described in this section “or elsewhere in this proxy
statement/prospectus,” Sphere 3D has had no related party transaction or loans other than
the merger, involving any person who will serve as a director or executive officer of
Sphere 3D following the merger.  Please revise to remove the general reference to
disclosure “elsewhere” in the filing, and ensure that you specifically identify in this
section all related party transactions for which disclosure is required for by Item

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 7

 18(a)(7)(iii) of Form 20F.  A specific cross -reference to more detailed disclosure
elsewh ere in the filing is acceptable.

24. Please revise this section to describe the covenants in the referenced note purchase
agreements with Overland waived by the Cyrus Funds in connection with the entry into
the merger agreement and the issuance of notes by Sphere 3D to Overland.

Security Own ership of Certain Beneficial Owners and Management of Sphere 3D, page 183

25. Please identify the person(s) who hold or share voting or dispositive power with respect
to the Sphere 3D shares of common stock held by Sheldon Inwentash Pinetree  Capital
Limited.

Legal Matters, page 187

26. We note from the beneficial ownership disclosure on page 183 that your director Jason
Meretsky has an equity interest in Sphere 3D, and that Meretsky La