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December 12, 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.
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed March 31, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2023
Filed May 11, 2023
File No. 001-36532
Dear Patricia Trompeter:
            We have reviewed your July 27, 2023 response to our comment letter and have the
following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless
we note otherwise, any references to prior comments are to comments in our June 23,
2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2022
Financial Statements
Note 2. Summary of Significant Accounting Policies
Digital Assets, page F-13
1.We acknowledge your responses to comment 5. Please tell us whether you use the spot
price obtained from the CME to value your bitcoin holdings for impairment testing
purposes, and, if so, please address the following:
•Tell us how the source you use to determine fair value considered ASC 820,

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
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 FirstName LastNamePatricia Trompeter
Sphere 3D Corp.
December 12, 2023
Page 2
including ASC 820-10-35-5. Tell us whether your source is a principal market with
the greatest volume and level of activity for bitcoin. While your response to comment
6 told us that CME has the greatest volume and level of activity, you did not address
whether bitcoin may be traded on CME and whether CME may be a principal market.
•If your source does not meet the definition of a principal market under ASC 820,
identify your principal market for us, and explain why it is a principal market for
bitcoin. Refer to Example 4 beginning at ASC 820-10-55-42 and, in the basis for
conclusions, BC22 and BC23.
•With respect to your response to the first bullet point of comment 5, revise future
filings to provide similar disclosure about your impairment testing.
Revenue Recognition, page F-15
2.We acknowledge your response to comment 6. Please respond to the following and revise
your disclosure in future filings to specifically address the following concerning your
mining revenue recognition under ASC 606:
•In Note 14 on page 30 of your Form 10-Q for the quarterly period ended September
30, 2023, you disclose that digital mining revenue is generated from two mining pool
operators. Tell us the name of the mining pool other than Foundry in which you
participate.  Tell us, and disclose, the payment mechanism (Full Pay Per Share or
otherwise) for each mining pool, and, if different payment mechanisms, the
proportion of revenue recognized under each for fiscal 2021 and 2022 and the nine
months ended September 30, 2023.
•Since you told us that you provide continuous performance across more than one day,
tell us what constitutes contract inception and contract duration and the reasons why.
Cite the relevant ASC 606 guidance that supports your determination. Given that you
told us that your contracts can be terminated at any time without penalty, tell us your
consideration for the guidance in Examples 1 and 2 of Question 7 and of Question 8
to the FASB Revenue Recognition Implementation Q&As and whether the mining
pool agreement is continuously renewed and the duration of your contracts is less
than 24 hours.
•Disclose, similar to your response, that the contracts are terminable at any time by
either party without compensation to the other party for such termination.
•Assuming you conclude that your contracts are continuously renewed, tell us whether
the rate of payment remains the same upon renewal and whether your customer’s
option to renew represents a material right that results in a separate performance
obligation as contemplated in ASC 606-10-55-42.
•With respect to the variability associated with the consideration receivable, address
how the block reward portion of the consideration cannot be reasonably estimated
(and should be fully constrained) if network difficulty changes about every two
weeks, block rewards change about every four years, and contract duration is one day
or less. In this regard, it appears for FPPS contracts that the only variable at contract
inception is the number of hashes you will perform, which is wholly in your control

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 December 12, 2023 Page 3
 FirstName LastNamePatricia Trompeter
Sphere 3D Corp.
December 12, 2023
Page 3
and would appear to be reasonably estimable.
•You told us that you measure the noncash consideration in accordance with ASC
606-10-32-21 and 606-10-32-23 on the date earned. Tell us in more detail how you
perform your measurement and the time used for measurement in relation to the
period over which your compensation is determined by the pool operator and whether
or not that timing is consistently applied.
•Revise your disclosure to clarify the time and date when you measure the noncash
consideration (for example, if true, using your timing of the bitcoin spot price on the
date of contract inception) and when you recognize the noncash consideration (for
example, if true, on the same day that control of the contracted service transfers to the
mining pool operator (i.e., the customer), which is the same day as contract
inception).
•You told us that your performance obligation is the provision of computing power.
Tell us your consideration of disclosing your performance obligation as a service to
perform hash computations for the mining pool operator, or something similar, to
align with the promise under your agreement.
•In your Step 3 analysis, your response indicates that under section 6 of the Foundry
agreement, your share of the block reward is based on the expected value from the
block reward, but that you recognize revenue when the mining pool operator
successfully places a block on the blockchain.  If network block subsidies are based
on the total amount of block subsidies that are expected to be generated on the bitcoin
network as a whole, at a minimum under the FPPS payout method, regardless of
whether the mining pool operator successfully records a block to the blockchain, then
reconcile your statements for us and revise your disclosure accordingly.
•Disclose, similar to your response, the payment mechanisms that your mining pool
agreements utilize (the Full Pay Per Share (FPPS) payout method or otherwise) and
summarize the nature of each component of your consideration (i.e., network block
subsidies, network transaction fees, and pool operating fees). It should be clear from
the disclosure whether the amounts are calculated based on expected or actual
amounts. For example, if true, disclose that network block subsidies are based on the
total amount of block subsidies that are expected to be generated on the bitcoin
network as a whole during the 24-hour period beginning at midnight UTC daily (i.e.,
the measurement period), regardless of whether the mining pool operator successfully
records a block to the blockchain, while network transaction fees are based on the
total amount of transaction fees and block rewards that are actually generated on the
blockchain network as a whole during the measurement period.
Form 10-Q for the Quarterly Period Ended June 30, 2023
Financial Statements
Condensed Consolidated Statements of Cash Flows, page 8
3.We acknowledge your response to comment 11. Please note that we continue to consider
your response.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 December 12, 2023 Page 4
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
December 12, 2023
Page 4
Note 1. Organization and Business
Liquidity and Going Concern, page 10
4.In response to comment 3, you revised the disclosure to state that the factors raise
substantial doubt that the company will be able to continue as a going concern beyond the
next 12 months from the date the financial statements are issued. ASC 205-40-50-13
requires that, if, after considering management's plans, substantial doubt about an entity's
ability to continue as a going concern is not alleviated, you should include a statement in
the notes to financial statements indicating that there is substantial doubt about the entity's
ability to continue as a going concern within one year after the date that the financial
statements are issued. Please tell us how you considered ASC 250-40-50-13.
Note 13. Commitments and Contingencies
Service Agreements, page 28
5.We acknowledge your response to comment 12. Please respond to the following:
•Confirm our understanding that Gryphon is the exclusive provider of management
services for all your digital mining operations for which you recognized revenue of
approximately $7.5 million in the six months ended June 30, 2023. If true, then tell us
how the MSA operates with the other service agreements disclosed in this note.
•Revise future filings to disclose the material terms and conditions of the agreement in
your Business section. Refer to Item 101 of Regulation S-K.
6.We acknowledge your response to comments 12 and 13. Please respond to the following
regarding your digital assets held by Gryphon under the MSA:
•Tell us who holds legal ownership of the bitcoin. Tell us whether the bitcoin
is subject to claims of general creditors of Gryphon. Tell us whether Gryphon
can lend or rehypothecate the bitcoin it holds, and whether the bitcoin would be part
of Gryphon’s insolvency estate or made available to general creditors in the event of
Gryphon’s insolvency.
•Tell us how you considered the material terms of your MSA with Gryphon in
determining how to account for and classify the digital assets held by Gryphon. Cite
the accounting literature upon which you relied and how you applied it to your facts
and circumstances.
            Please contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       M. Ali Panjwani