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   Sphere 3D Corporation.: CORRESP - Filed by newsfilecorp.com

    O’Melveny & Myers LLP
    T: +1 415 984 8700

    Two Embarcadero Center
    F: +1 415 984 8701

    28th Floor
    omm.com

    San Francisco, CA 94111-3823

May 31, 2017

VIA EDGAR AND FEDERAL EXPRESS

Jan Woo
Legal Branch Chief, Office of Information
Technologies and Services
Division of Corporation Finance
U.S.
Securities & Exchange Commission
100 F Street, NE
Washington, D.C.
20549

    Re:
    Sphere 3D Corp.

    Registration Statement on Form F-1

    Filed April 28, 2017

    File No.
      333-217548

Dear Ms. Woo:

On behalf of Sphere 3D Corp., an Ontario corporation (the
“Company”), this letter sets forth the Company’s responses to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission” or the “SEC”) set forth in your letter dated May 16, 2017 (the
“Comment Letter”), regarding the above referenced registration statement on Form
F-1 (the “Registration Statement”). The Company will revise the Registration
Statement (the “Amended Registration Statement”) in response to the Staff’s
comments to reflect these revisions and plans to file the Amended Registration
Statement with the Commission.

Please find below our responses to your comments. For the
convenience of the Staff, each comment from the Comment Letter corresponds to
the numbered paragraph in the Comment Letter and is restated in italics prior to
the response to such comment.

    1.

      Please provide us an analysis 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 separately address the requirements in paragraph (1)(ii)
      of the foreign private issuer definition in Securities Act Rule
      405.

      Response:

      Under Rule 405 of the Securities Act of 1933, a
      foreign-private issuer (“FPI”) is any foreign issuer unless—as of the last
      business day of the issuer’s most recently completed second fiscal
      quarter—(i) more than 50% of its outstanding voting securities are
      directly or indirectly held of record by U.S. residents, and (ii) one
      of three other conditions is met. The statement on page 52 of the
Form 20-F is as of March 29, 2017, rather than as of June 30, 2016 (the end of
the second fiscal quarter of the Company’s most recently completed fiscal year
as required pursuant to Rule 405). The Company’s review determined that less
than 50% of the outstanding voting securities of the Company were directly or
indirectly owned of record by U.S. residents as of June 30, 2016, as calculated
pursuant to paragraph (1) of the note to the definition of FPI under Rule 405.
Because 50% or less of its outstanding voting securities were directly or
indirectly held by U.S. residents as determined pursuant to Note to paragraph
(1) of the definition of FPI under Rule 405, the Company did not need to
separately address paragraph (1)(ii) for purposes of determining status as a
foreign private issuer. Currently, at least one of the three conditions would
likely to be met under paragraph (1)(ii) such that the Company would no longer
qualify as a foreign private issuer for 2017 if 50% or more of its outstanding
voting securities were directly or indirectly held of record by U.S. residents
as of June 30, 2017, absent a change of circumstances.

    Century City • Los
      Angeles • Newport Beach • New York • San Francisco • Silicon Valley •
      Washington, DC

    Beijing • Brussels • Hong Kong • London • Seoul •
      Shanghai • Singapore • Tokyo

The Company will reassess its status
as a foreign private issuer going forward as of June 30, 2017 under both
paragraphs (1)(i) and (ii) for the definition in Rule 405, after it completes
the required analysis following June 30, 2017.

    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 your registration statement effective until all
      outstanding comments, if any, on your request for confidential treatment
      have been cleared.

      Response:

      The Company acknowledges that the Staff will be unable to
      declare the registration statement effective until the Company’s request
      for confidential treatment has been granted.

    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 revise.

      Response:

      We will update the language on page 2 within the Amended
      Registration Statement to omit this information.

    ***

Attached as Exhibit A to this letter is a letter from
the Company that contains certain acknowledgements by the Company in connection
with this letter.

We appreciate the Staff’s comments and request the Staff
contact the undersigned at (415) 984-8777 or esibbitt@omm.com with any questions
or comments regarding this letter.

    Sincerely,

    /s/ Eric Sibbitt

    Eric Sibbitt

    of O’Melveny & Myers LLP

    cc:
    Paul L. Sieben, Esq., O’Melveny & Myers LLP

    Eric L. Kelly, Sphere 3D Corp.

    Kurt Kalbfleisch, Sphere 3D Corp.

    Exhibit A

    Sphere 3D Corp.

    240 Matheson Blvd. East

    Mississauga, Ontario L4Z 1X1

May 31, 2017

VIA EDGAR AND FEDERAL EXPRESS

Jan Woo
Legal Branch Chief, Office of Information
Technologies and Services
Division of Corporation Finance
U.S.
Securities & Exchange Commission
100 F Street, NE
Washington, D.C.
20549

    Re:
    Sphere 3D Corp.

    Registration Statement on Form F-1

    Filed April 28, 2017

    File No.
      333-217548

Dear Ms. Woo:

This letter is submitted by
Sphere 3D Corp., an Ontario corporation (the “Company”) in connection with the
letter submitted today on behalf of the Company in response to the comments of
the staff (the “Staff”) of the Securities and Exchange Commission (the
“Commission”) set forth in your letter dated May 16, 2017, regarding the above
referenced registration statement. In connection therewith, the Company hereby
acknowledge that:

    •

      the Company is responsible for the adequacy and accuracy
      of the disclosure in the filing;

    •

      Staff comments or changes to disclosure in response to
      Staff comments do not foreclose the Commission from taking any action with
      respect to the filing; and

    •

      the Company may not assert Staff comments as a defense in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

Please contact me at (858)
495-4211 or kkalbfleisch@overlandstorage.com with any questions or comments.

    Sincerely,

    /s/ Kurt Kalbfleisch

    Kurt Kalbfleisch

    Chief Financial Officer

    Sphere 3D Corp.