SEC Comment Letter for Sphere 3D Corp. (ANY) (CIK 0001591956) (DRK) — Apr 21, 2016
Sphere 3D Corp. (ANY) (CIK 0001591956)
Date: April 21, 2016 · CIK: 0001591956 · Accession: 0000000000-16-073103
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-210735
Letter
Mail Stop 4561 April 21 , 2016 Eric L. Kelly Chief Executive Officer Sphere 3D Corp. 9112 Spectrum Center Boulevard San Diego, California 92123
Re: Sphere 3D Corp. Registration Statement on Form F-3 Filed April 13, 2016 File No. 333-210735
Dear Mr. Kelly :
This is to advise you that we have not reviewed and will not review your registration statement .
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and
the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the
Eric L. Kelly Sphere 3D Corp. April 21 , 2016 Page 2
fact that those requesting acceleration are aware of their respective responsibilities unde r the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities .
Please contact Ji Shin at (202) 551 -3579 or me at (202) 551 -3462 with any questions.
Sincerely,
/s/ Mark P. Shuman
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Mail Stop 4561 April 21 , 2016 Eric L. Kelly Chief Executive Officer Sphere 3D Corp. 9112 Spectrum Center Boulevard San Diego, California 92123 Re: Sphere 3D Corp. Registration Statement on Form F-3 Filed April 13, 2016 File No. 333-210735 Dear Mr. Kelly : This is to advise you that we have not reviewed and will not review your registration statement . We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the information the Securities Act of 193 3 and all applicable Securities Act rules require. Since the company and its management are in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. In the event you request acceleration of the effective date of the pending regist ration statement , please provide a written statement from the company acknowledging that: should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action wit h respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in th e filing; and the company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. Please refer to Rule 461 regarding requests for acceleration . We will consider a written request for acceleration of the effective date of the registration statement as confirmation of the Eric L. Kelly Sphere 3D Corp. April 21 , 2016 Page 2 fact that those requesting acceleration are aware of their respective responsibilities unde r the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed public offering of the registered securities . Please contact Ji Shin at (202) 551 -3579 or me at (202) 551 -3462 with any questions. Sincerely, /s/ Mark P. Shuman Mark P. Shuman Branch Chief – Legal Office of Information Technologies and Services