SecProbe.io

Mail Stop 4561
May 16, 2017

Eric L. Kelly
Chief Executive Officer
Sphere 3D Corp.
9112 Spectrum Center Boulevard
San Diego, CA 92123

Re: Sphere 3D Corp.
  Registration Statement on Form F-1
Filed April 28, 2017
  File No. 333 -217548

Dear Mr. Kelly:

We have limited our review of your registration statement to those issues we have
addressed in our 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 registration statement and providing the
requested information.   Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendm ent is appropriate, please tell us why in your
response.

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

General

1. Please provide us an analys is regarding your eligibility to use Form F -1.  Address in your
response the statement on page 52 of your Form 20 -F for the fiscal year ended December
31, 2016 which states that about “58% of the common shares were held by residents of
the U.S.”  Also sepa rately address the requirements in paragraph (1)(ii) of the foreign
private issuer definition in Securities Act Rule 405.

2. We note that you have a pending request for confidential treatment.  Please be advised
that we will not be in a position to declare y our registration statement effective until all
outstanding comments, if any, on your request for confidential treatment have been
cleared.

Eric L. Kelly
Sphere 3D Corp.
May 16, 2017
Page 2

 Incorporation of Certain Documents by Reference, page 2

3. The language following the second and last bullet points on  page 2, as well as the
paragraph immediately following the last bullet point, suggests that you are incorporating
by reference filings that you will make in the future.  Please tell us the bases on which
you rely to forward incorporate by reference or rev ise.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests fo r acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Gabriel Eckstein at (202) 551 -3286 or in his absence, the undersigned at
(202) 551 -3453 with any questions.  If you require further assistance, you may contact Barbara
C. Jacobs, Assistant Director, at (202) 551 -3735.

Sincerely,

 /s/ Jan Woo

Jan Woo
Legal Branch Chief
Office of Information
        Technologies and Services

cc: Warren T. Lazarow, E sq.
 O’Melveny & Myers LLP