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CORRESP
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M. ALI PANJWANI, ESQ.

Partner

DIRECT TEL: 212-326-0820

FAX: 212-326-0806

ali.panjwani@pryorcashman.com

January 12, 2024

Via Edgar

Ms. Kate Tillan

Mr. Rolf Sundwall

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    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

Ladies and Gentlemen:

On behalf of our client, Sphere
3D Corp., a corporation organized under the laws of Ontario, Canada (the “Company”), and pursuant to the applicable provisions
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, please
find the responses of the Company to comments received from the Staff of the Securities Exchange Commission (the “Staff”)
in a letter dated December 12, 2023 (the “Comment Letter”) with respect to the above-referenced Annual Report on Form 10-K
(the “Form 10-K”) and Quarterly Report on Form 10-Q (the “Form 10-Q”) of the Company. The discussion below is
presented in the order of the numbered comments in the Comment Letter. Certain capitalized terms set forth in this letter are used as
defined in the Form 10-K and Form 10-Q, as applicable.

Securities and Exchange Commission

January 12, 2024

Page 2

The Company has asked us to convey the following
responses to the Staff:

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,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.

 Response: In
                                            response to the Staff’s comment, the Company advises as follows:

 ● Upon
                                            further review, we do not believe that CME is a principal market, as CME does not trade Bitcoin.
                                            The Company notes that CME’s spot prices are sourced from cryptocurrency exchanges
                                            and trading platforms including Bitstamp, Coinbase, Gemini, itBit, Kraken, and LMAX Digital.
                                            The Company has performed a monthly comparison of the CME pricing used to price the Company’s
                                            Bitcoin revenue against the prices published in Yahoo Finance, and determined the differences
                                            to be immaterial.

 ● When
                                            the Company sells its Bitcoin to generate cash to operate its business, the Bitcoin is sold
                                            via the Company’s BitGo wallet using BitGo Prime Trading, which is not an exchange.
                                            BitGo has represented to the Company that it does not disclose the exchanges on which it
                                            sells digital assets. Therefore, after further evaluation of ASC 820-10-35-5 and 820-10-35-5A,
                                            absent disclosure of this information from BitGo, the Company considers Coinbase to be Bitcoin’s
                                            principal market. For the impairment analysis for the year ended December 31, 2022, to determine
                                            if there is an impairment, the Company used the lowest intraday quoted Bitcoin price from
                                            the Bitcoin USD (BTC-USD) historical data on Yahoo Finance to assess impairment. In accordance
                                            with ASC 820-10-35-5A, the Company used Bitcoin prices derived from Yahoo Finance because
                                            it is widely accessible. The Company notes that the prices on Yahoo Finance are based on
                                            data from CoinMarketCap, which according to CoinMarketCap’s website, “ranks and
                                            scores exchanges based on traffic, liquidity, and trading volume.” The Company believes
                                            that given the Bitcoin prices and the number of Bitcoins mined by the Company during the
                                            year ended December 31, 2022, any differences in pricing between the principal market and
                                            Yahoo Finance, would not have a material impact on the impairment loss recorded.

 ● The
                                            Company will revise future filings to provide similar disclosure about its impairment testing.

Securities and Exchange Commission

January 12, 2024

Page 3

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 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.

Securities and Exchange Commission

January 12, 2024

Page 4

 ● 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.

 Response: In
                                            response to the Staff’s comment, the Company advises as follows:

 ● The
                                            name of the Company’s other mining pool is Luxor Technology Corp. (“Luxor”).

 ● The
                                            payment mechanism for both Luxor and Foundry is Full Pay Per Share (“FPPS”).
                                            The Company will disclose the payment mechanism for each mining pool in future filings.

 ● In
                                            accordance with ASC 606-10-25-1, contract inception occurs when the Company provides computing
                                            power to Foundry or Luxor, which is the beginning of the 24 hour period (12:00am UTC time)
                                            and the contract duration is 24 hours.

The
Company’s proportionate amount of the block reward and the transaction fee reward earned are calculated at the end of each transactional
day (which, under each of the Luxor and Foundry service agreements, is midnight-to-midnight). The Bitcoin is distributed daily to the
Company. Daily Earnings are calculated from 12:00am to 12:00am UTC time, and the rewards are credited one hour later at 1:00am UTC time.

In
accordance with Question 7 to the FASB Revenue Recognition Implementation Q&As, as the contract can be terminated by either party
without compensating the other party for the termination, the duration of the contract does not extend beyond the goods or services already
delivered, which is 24-hrs, as that is the measurement period, or duration.

For
the above reasons, contract inception occurs when computing power is contributed to the pool, which is 12:00am UTC time and the contract
duration is 24 hours.

 ● In
                                            accordance with Question 7 to the FASB Revenue Recognition Implementation Q&As, as the