SEC Comment Letter 0000000000-23-001503 to Sphere 3D Corp. (ANY)
Sphere 3D Corp.
Date: Feb. 14, 2023 · CIK: 0001591956 · Accession: 0000000000-23-001503
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-269663
Letter
United States securities and exchange commission logo February 14, 2023 Patricia Trompeter Chief Executive Officer Sphere 3D Corp. 895 Don Mills Road Building 2, Suite 900 Toronto, Ontario Canada M3C 1W3 Re:Sphere 3D Corp. Registration Statement on Form S-3 Filed February 9, 2023 File No. 333-269663 Dear Patricia Trompeter: We have limited our review of your registration statement to the issues we have addressed in our comment. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comment applies 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 registration statement and the information you provide in response to this comment, we may have additional comments. Registration Statement on Form S-3 filed February 9, 2023 General 1.We note that you are incorporated in Canada with your principal executive offices located in Ontario. We also note your Board of Directors determined that as of June 30, 2022, you are no longer a foreign private issuer, and that effective January 1, 2023, you are required to comply with the reporting requirements and use the filing forms applicable to U.S. public companies under U.S. securities laws. We note that, since you are no longer a foreign private issuer, an annual report on Form 20-F cannot be incorporated by reference into a Form S-3 for purposes of meeting the registrant eligibility requirements under General Instruction I.A.3. Accordingly, please amend your registration statement, or withdraw your registration statement and refile after you have filed your first annual
FirstName LastNamePatricia Trompeter Comapany NameSphere 3D Corp. February 14, 2023 Page 2 FirstName LastName Patricia Trompeter Sphere 3D Corp. February 14, 2023 Page 2 report on Form 10-K . For further guidance, please refer to Securities Act Forms C&DI 115.05. 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. Please contact Lulu Cheng at 202-551-3811 or Eric Envall at 202-551-3234 with any questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: M. Ali Panjwani
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United States securities and exchange commission logo
February 14, 2023
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
895 Don Mills Road
Building 2, Suite 900
Toronto, Ontario
Canada M3C 1W3
Re:Sphere 3D Corp.
Registration Statement on Form S-3
Filed February 9, 2023
File No. 333-269663
Dear Patricia Trompeter:
We have limited our review of your registration statement to the issues we have
addressed in our comment.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comment applies 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 registration statement and the information you
provide in response to this comment, we may have additional comments.
Registration Statement on Form S-3 filed February 9, 2023
General
1.We note that you are incorporated in Canada with your principal executive offices located
in Ontario. We also note your Board of Directors determined that as of June 30, 2022, you
are no longer a foreign private issuer, and that effective January 1, 2023, you are required
to comply with the reporting requirements and use the filing forms applicable to U.S.
public companies under U.S. securities laws. We note that, since you are no longer a
foreign private issuer, an annual report on Form 20-F cannot be incorporated by reference
into a Form S-3 for purposes of meeting the registrant eligibility requirements under
General Instruction I.A.3. Accordingly, please amend your registration statement, or
withdraw your registration statement and refile after you have filed your first annual
FirstName LastNamePatricia Trompeter
Comapany NameSphere 3D Corp.
February 14, 2023 Page 2
FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
February 14, 2023
Page 2
report on Form 10-K . For further guidance, please refer to Securities Act Forms C&DI
115.05.
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.
Please contact Lulu Cheng at 202-551-3811 or Eric Envall at 202-551-3234 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: M. Ali Panjwani