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

    Sphere 3D Corp.

            December 8, 2025

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporate Finance

    100 F Street, N.E.

    Washington, D.C. 20549

            Re:
            Sphere 3D Corp.

            Registration Statement on Form S-3

            Filed November 21, 2025
File No. 333-291698

    Ladies and Gentlemen:

    Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sphere 3D Corp. (the "Company") hereby requests that the above-captioned registration statement (the "Registration Statement") be declared effective at 4:00 p.m., Eastern Time, on Wednesday, December 10, 2025, or as soon thereafter as may be practicable.

    We acknowledge that a declaration by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Should you have any questions regarding this matter or need any additional information, please contact the Company's legal counsel, M. Ali Panjwani of Pryor Cashman LLP, at (212) 326-0820.

            Very truly yours,

            /s/ Kurt Kalbfleisch

            Kurt Kalbfleisch

            Chief Executive Officer and Chief Financial Officer

            cc:
            M. Ali Panjwani, Esq.

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

        Sphere 3D Corp.
243 Tresser Blvd., 17th Floor
Stamford, CT 06901

    Sphere 3D Corp.

    December 30, 2024

    Via EDGAR

    U.S. Securities and Exchange Commission

    100 F Street, NE

    Washington, D.C., 20549

    Re: Sphere 3D Corp.

    Registration Statement on Form S-3
Filed on December 19, 2024
File No. 333-283932

    Ladies and Gentlemen:

    In accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sphere 3D Corp. (the "Company") hereby requests that the effectiveness of the above-referenced Registration Statement on Form S-3 be accelerated and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Tuesday, December 31, 2024, or as soon thereafter as practicable.

    The Company acknowledges that: (1) should the Securities and Exchange Commission (the "Commission")  or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    If you have any questions, please do not hesitate to contact M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at mpanjwani@pryorcashman.com (Tel: 212-421-4100).

                Very truly yours,

                Sphere 3D Corp.

                By:

                /s/ Patricia Trompeter

                Name:

                Patricia Trompeter

                Title:

                Chief Executive Officer

    Cc: M. Ali Panjwani, Esq.

December 26, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd., 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Registration Statement on Form S-3
Filed December 19, 2024
File No. 333-283932
Dear Patricia Trompeter:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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 Austin Stanton at 202-551-2197 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
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Sphere
3D Corp.

895 Don Mills Road, Bldg. 2, Suite 900

Toronto, Ontario, Canada, M3C 1W3

October 10, 2024

VIA EDGAR

Lulu Cheng

Eric Envall

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Sphere 3D Corp.

    Registration Statement on Form S-3

    File
                                            No. 333-269663

Ladies and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Sphere 3D Corp. (the “Company”)
hereby requests that the above-captioned registration statement (the “Registration Statement”) be declared effective at 4:00
p.m., Eastern Time, on Tuesday, October 15, 2024, or as soon thereafter as may be practicable.

The Company acknowledges that
a declaration by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does
not foreclose the Commission from taking any action with respect to the Registration Statement. The Company further acknowledges that
such a declaration of effectiveness does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure
in the Registration Statement. The Company understands that it may not assert staff comments to the Registration Statement or the declaration
of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

Should you have any questions regarding this matter
or need any additional information, please contact the Company’s legal counsel, M. Ali Panjwani, Esq. of Pryor Cashman LLP, at (212)
326-0820.

  Very
truly yours,

  /s/
Patricia Trompeter

  Chief
Executive Officer

 cc: M. Ali Panjwani, Esq.

October 4, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Form 10-K for the Fiscal Year Ended December 31, 2022
Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-36532
Dear Patricia Trompeter:
            We have completed our review of your filings. 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.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

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Eric
M. Hellige

Partner

Direct
Tel: 212-326-0846

Fax:
212-326-0806

ehellige@pryorcashman.com

September
17, 2024

VIA
EDGAR

Kate
Tillan

Rolf
Sundwall

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Crypto Assets

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Sphere 3D Corp.

    Form 10-K for the Fiscal Year Ended December 31,
    2023

    Form 10-Q for the Quarterly Period Ended June 30,
    2024

    Response Dated August 13, 2024

    File No. 001-36532

Ladies
and Gentlemen:

This
letter is being furnished in response to the comment of the staff (the “Staff”) of the Division of Corporation Finance
of the Securities and Exchange Commission (the “Commission”) that was contained in the Staff’s letter dated
September 10, 2024 (the “Comment Letter”), to Sphere 3D Corp. (the “Company”) with respect to the
Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 (the “Form 10-Q”) filed
with the Commission on August 13, 2024 (File No. 001-36532).

Set
forth below is the Company’s response to the Staff’s comment communicated in the Comment Letter. For ease of reference, the
Staff’s comments are reproduced below in italics and are followed by the Company’s response. Capitalized terms used in this
letter but not otherwise defined herein shall have the meaning ascribed to such term in the Form 10-K.

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

Form
10-Q for the Quarterly Period Ended June 30, 2024

Financial
Statement

Note
2. Summary of Significant Account Policies

Revenue
Recognition, page 11

 1. We
                                            acknowledge your response to prior comment 3. Please respond to the following:

 ● You
                                            told us that you consider each mining pool arrangement to be a contract that is continuously
                                            renewed throughout the day and, as a result, you believe the duration of your contracts is
                                            24 hours or less. Given your prior responses, it is not clear why you told us and disclose
                                            that the duration may be 24 hours or less, instead of less than 24 hours.

Securities and Exchange Commission

September 17, 2024

Page 2

 ○ You
                                            previously told us your contracts can be terminated at any time by either party without penalty
                                            and the duration of your contracts does not extend beyond the goods or services already delivered.
                                            Given your statements about termination rights and contract duration not extending beyond
                                            the goods or services already delivered (i.e., the last hash calculation) coupled with the
                                            discussion in FASB Revenue Recognition Implementation Q&As Question 8, tell us your consideration
                                            of whether you have determined that the duration of the contracts is less than 24 hours and
                                            the contracts continuously renew throughout the day.

 ○ To
                                            the extent that you agree, represent to us that you will revise your accounting policy disclosure
                                            accordingly in future filings.

 Response: After
                                            further review and consideration of FASB Revenue Recognition Implementation Q&As Question
                                            8, the Company considers each mining pool arrangement to be a contract that is continuously
                                            renewed throughout the day and 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. As a result, the Company believes the duration
                                            of the contracts is less than 24 hours. The Company will revise its disclosures in future
                                            filings to disclose that the duration of each contract is less than 24 hours and that the contracts continuously renew throughout the day.

 ● You
                                            disclose that (i) you measure the noncash consideration at fair value at contract inception
                                            and (ii) the fair value used to calculate the noncash consideration is based on the opening
                                            price in your principal market at the beginning of each day of contract inception.

 ○ Tell
                                            us when contract inception occurs and relate your response to your response about contract
                                            duration above.

 ○ Tell
                                            us your consideration of whether, for each contract, you measure noncash consideration at
                                            the Bitcoin spot price at the beginning of the day (midnight UTC time) on the date of contract
                                            inception and you recognize this noncash consideration on the same day that control of the
                                            contracted service transfers to the mining pool operator, which is the same day as the contract
                                            inception.

 ○ To
                                            the extent that you agree, represent to us that you will revise your accounting policy disclosure
                                            accordingly in future filings.

 Response: Contract
                                            inception occurs when the service is provided to the mining pool operator, which is midnight
                                            UTC time. The Company will revise its disclosures in future filings to disclose it measures
                                            noncash consideration at the Bitcoin spot price at the beginning of the day (midnight UTC
                                            time) and it recognizes this noncash consideration on the same day that control of the contracted
                                            service transfer to the mining pool operation, which is the same day as the contract inception.

*       *       *

Securities and Exchange Commission

September 17, 2024

Page 3

It
is the goal of the Company to clear the Staff’s comments with respect to the Form 10-Q as soon as possible. If the Staff has any
questions with respect to the foregoing, please contact the undersigned at (212) 326-0846.

    Very truly yours,

    /s/ Eric M.
    Hellige

    Eric M. Hellige

    cc:
    Patricia Trompeter

    Sphere 3D Corp.

September 10, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended June 30, 2024
Response Dated August 13, 2024
File No. 001-36532
Dear Patricia Trompeter:
            We have reviewed your August 13, 2024 response to our comment letter and have the
following comment.
            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
our 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 July 10, 2024 letter.
Form 10-Q for the Quarterly Period Ended June 30, 2024
Financial Statements
Note 2. Summary of Significant Accounting Policies
Revenue Recognition, page 11
We acknowledge your response to prior comment 3. Please respond to the following:
You told us that you consider each mining pool arrangement to be a contract that is
continuously renewed throughout the day and, as a result, you believe the duration of
your contracts is 24 hours or less. Given your prior responses, it is not clear why you
told us and disclose that the duration may be 24 hours or less, instead of less than 24
hours.
You previously told us your contracts can be terminated at any time by either
party without penalty and the duration of your contracts does not extend beyond
the goods or services already delivered. Given your statements about termination o•1.

September 10, 2024
Page 2
rights and contract duration not extending beyond the goods or services already
delivered (i.e., the last hash calculation) coupled with the discussion in FASB
Revenue Recognition Implementation Q&As Question 8, tell us your
consideration of whether you have determined that the duration of the contracts
is less than 24 hours and the contracts continuously renew throughout the day.
oTo the extent that you agree, represent to us that you will revise your accounting
policy disclosure accordingly in future filings.
•You disclose that (i) you measure the noncash consideration at fair value at contract
inception and (ii) the fair value used to calculate the noncash consideration is based
on the opening price in your principal market at the beginning of each day of contract
inception.
oTell us when contract inception occurs and relate your response to your response
about contract duration above.
oTell us your consideration of whether, for each contract, you measure noncash
consideration at the Bitcoin spot price at the beginning of the day (midnight
UTC time) on the date of contract inception and you recognize this noncash
consideration on the same day that control of the contracted service transfers to
the mining pool operator, which is the same day as the contract inception.
oTo the extent that you agree, represent to us that you will revise your accounting
policy disclosure accordingly in future filings.
            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

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M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

MPanjwani@pryorcashman.com

    August
13, 2024

Via Edgar

Lulu Cheng

Eric Envall

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: Sphere 3D Corp.

Amendment No. 2 to Registration Statement on Form S-3

        Filed
July 25, 2024

        File
No. 333-269663

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
Act of 1933, as amended, and the rules promulgated thereunder, we hereby submit in electronic form Amendment No. 3 (“Amendment No.
3”) to the above-referenced registration statement on Form S-3 (as amended, the “Registration Statement”), which
was initially filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2024. Amendment No. 3
reflects the response of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter
dated August 5, 2024 (the “Comment Letter”).

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 Registration
Statement. For your convenience, references in the responses to page numbers are to the marked version of Amendment No. 3 and to the prospectus
included therein.

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

Amendment No. 2 to Form S-3

Risk Factors

Risks Related to Our Business

Our operating results have and will significantly fluctuate,
page 12

Securities and Exchange Commission

August 13, 2024

Page 2

 1. We note your response to prior comment 5 and re-issue in part. We note your disclosure here that
you may choose to add other cryptocurrencies to your platform in the future. To the extent you may engage in mining of other cryptocurrencies
other than Bitcoin in the future, please revise to:

 ● Describe in detail your internal processes for how you will determine,
as you expand your business, whether particular cryptocurrencies are securities within the meaning of the U.S. federal securities laws,
and clarify that such processes are risk-based assessments and are not a legal standard or binding on regulators; and

 ● Include a risk factor addressing the uncertainty and consequences of making
an incorrect assessment or a court or regulator disagreeing with your assessment.

Response: Upon receipt of
the comment of the Staff, the Company’s management and certain members of the Company’s board of directors had discussions
regarding the likelihood that the Company would add other cryptocurrencies to its platform in the future and determined that (i) there
are no current plans to expand the business of the Company to include other cryptocurrencies and that (ii) the likelihood of the Company
adding or substituting another cryptocurrency to its business is extremely remote. As a result, the Company removed from the risk factor
on page 12 of Amendment No. 3 the disclosure regarding the possible addition of other cryptocurrencies to its platform as a factor that
may cause its operating results to continue to fluctuate significantly. The Company respectfully believes, with the removal of the disclosure
regarding the addition of other cryptocurrencies to its platform, no additional disclosure is required in response to this comment.

*     *
    *

As it is the goal of the Company to have the Registration
Statement declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of Amendment No. 2 as
promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212) 326-0820.

    Very truly yours,

    /s/ M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Patricia Trompeter

    Sphere 3D Corp.

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Eric
M. Hellige

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

August 13, 2024

VIA EDGAR

CONFIDENTIAL TREATMENT REQUEST UNDER
RULE 83

The entity requesting confidential treatment
is:

Sphere 3D Corp.

4 Greenwich Office Park, 1st
Floor

Greenwich, CT 06831

Attn: Patricia Trompeter, Chief Executive
Officer

Telephone: (203) 524-6524

CERTAIN PORTIONS OF THIS LETTER HAVE BEEN OMITTED
FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. INFORMATION THAT WAS
OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].” THE OMITTED
PORTIONS ARE BRACKETED IN THIS LETTER FOR EASE OF IDENTIFICATION.

Kate Tillan

Rolf Sundwall

Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Form 10-Q for the Quarterly Period Ended March 31, 2024

    File No. 001-36532

Ladies and Gentlemen:

This letter is being furnished in response to the
comment of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission
(the “Commission”) that was contained in the Staff’s letter dated July 10, 2024 (the “Comment Letter”),
to Sphere 3D Corp. (the “Company”) with respect to the Company’s Annual Report on Form 10-K for the year ended
December 31, 2023 (the “Form 10-K”) filed with the Commission on March 13, 2024 and the Company’s Quarterly Report
on Form 10-Q for the period ended March 31, 2024 (the “Form 10-Q”) filed with the Commission on May 13, 2024 (File
No. 001-36532).

Set forth below is the Company’s response
to the Staff’s comment communicated in the Comment Letter. For ease of reference, the Staff’s comments are reproduced below
in italics and are followed by the Company’s response. In addition, unless otherwise indicated, all references to page numbers
in such responses are to page numbers in the Form 10-K. Capitalized terms used in this letter but not otherwise defined herein shall
have the meaning ascribed to such term in the Form 10-K.

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

Form 10-K for the Fiscal Year Ended December 31, 2023

Financial Statement

Consolidated Statements of Operations, page F-4

 1. We note that depreciation is not included within costs of revenue. Consistent with SAB Topic 11.B, in future filings, please change
your description of the line items for cost of revenues to indicate that the amounts are exclusive of depreciation shown separately below.

 Response: The Company acknowledges the Staff’s comment and will revise its disclosures in future filings to indicate that the amounts
for cost of revenues are exclusive of depreciation.

Securities and Exchange Commission

August 13, 2024

Page 2

Note 2. Summary of Significant
Accounting Policies

Digital Assets, page F-11

 2. We acknowledge your response to prior comment 1. Please respond to the following regarding your valuation of bitcoin for purposes
of impairment testing under ASC 350:

 ● You
                                            told us that you consider Coinbase to be bitcoin’s principal market, but you did not
                                            tell us whether Coinbase is your principal market for bitcoin. Per ASC 820-10-35-6A, you
                                            should consider the principal (or most advantageous) market from the perspective of the reporting
                                            entity.

 ● For
                                            your impairment analysis for the year ended December 31, 2022, you told us you used the lowest
                                            intraday quoted bitcoin price from the bitcoin USD historical data on Yahoo Finance and that
                                            this is in accordance with ASC 820-10-35-5A because bitcoin prices derived from Yahoo Finance
                                            are widely accessible. We note that Yahoo Finance is not itself a market where bitcoin and
                                            other cryptocurrencies are traded. Accordingly, we do not believe that your response provides
                                            sufficient analysis to demonstrate how your use of Yahoo Finance to determine the fair value
                                            of your bitcoin complies with ASC 820. Please expand your analysis to include, but not necessarily
                                            limit it to, identifying your principal market and demonstrating how you comply with ASC
                                            820.

 ● If
                                            you agree that your principal market is not Yahoo Finance, please provide us with your analysis
                                            of the quantitative impact of using Yahoo Finance rather than your principal market to value
                                            your cryptocurrencies for impairment purposes for all periods presented in your financial
                                            statements.

 Response: The Company would like to confirm that it does consider Coinbase to
be its principal market for Bitcoin.

The Company sells its Bitcoin through its BitGo wallet using BitGo
PrimeTrading, which is itself not an exchange. Therefore, the Company has no transactional market for Bitcoin and determined that Coinbase
is its principal market as the Company believes it provides the most reliable quotes and the greatest volume and level of activity for
Bitcoin for which the Company can access at each of the impacted measurement dates. Management has determined that Coinbase was its principal
market for the years ended December 31, 2023 and 2022, and for all interim periods within those years. The Company further notes that
volume and activity data for Bitcoin is reasonably available from Coinbase, and that ASC 820-10-35-36B states in part “in all cases,
if there is a quoted price in an active market (that is a Level 1 input) for the asset or a liability, a reporting entity should use that
quoted price without adjustment when measuring fair value, except as specified in paragraph 820-10-35-41-C.”

For the years ended December 31, 2023 and 2022, the Company performed
an analysis of impairment loss using the lowest intraday quoted Bitcoin price per Coinbase and compared the amount to the impairment loss
reported in its financial statements.

Rule 83 Confidential
Treatment Request by Sphere 3D Corp. Request #1

For the year ended December 31, 2022, the Company determined the quantitative
impact to be an understatement in impairment loss of approximately $[***], or ([***]%) of net loss for the year, and an
overstatement of total current assets and total assets of [***]% and [***]%, respectively.

For the year ended December 31, 2023, the Company determined the quantitative
impact to be an understatement in impairment loss of approximately $[***], or ([***]%) of net loss for the year and an overstatement
of total current assets and total assets of [***]% and [***]%, respectively.

Sphere
3D Corp. respectfully requests that the information contained in Request #1 be treated as confidential information and that the Staff
provide timely notice to Patricia Trompeter, Chief Executive Officer, Sphere
3D Corp., 4 Greenwich Office Park, 1st Floor, Greenwich, CT 06831, telephone (203)
524-6524, before it permits any disclosure of the bracketed information contained in Request #1.

The Company considered the impact of the understatement to not be material
to its previously-filed financial statements. Please see the Company’s analysis attached as Annex A.

Securities and Exchange Commission

August 13, 2024

Page 3

Revenue Recognition, page F-13

 3. We acknowledge your response to prior comment 2. Please respond to the following:

 ● Please
                                            represent to us that you will revise your revenue recognition policy in future filings to
                                            address the following:

 o Disclose,
                                            similar to your response, that you have a single performance obligation.

 o Disclose,
                                            if true, that the mining pool operators are your customers.

 o Disclose,
                                            similar to your response to comment 6 in your July 27, 2023 letter that the services you
                                            provide are an output of your ordinary activities

 Response: The
                                            Company acknowledges the Staff’s comment and will revise its disclosures in future
                                            filings to indicate that it has a single performance obligation, that the mining pool operators
                                            are its customers and that the services provided are an output of its ordinary activities.

 ● Your
                                            response indicates your only performance obligation is to supply computing power because
                                            the mining pool operators perform computations based on their own systems. We understand
                                            that you run software from the pool operators that constructs block header candidates and
                                            performs hash computations on behalf of the pool operators. If you do perform hash calculations
                                            for the pool operators, tell us whether a more accurate description of your promise and single
                                            performance obligation is a service to perform hash calculations for the pool operator, and
                                            if so, represent to us that you will make corresponding revisions to your accounting policy
                                            and related disclosures throughout your filing.

 Response: The
                                            Company acknowledges the Staff’s comment and will also revise its disclosures in future
                                            filings to describe that it has a single performance obligation, which is the service to
                                            perform hash calculations for the pool operator.

 ● You
                                            told us that you believe, under ASC 606-10-25-1, contract inception occurs when you provide
                                            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. However, you have also told us that your
                                            contracts can be terminated at any time by either party and the duration of the contract
                                            does not extend beyond the goods or services already delivered. Given your statements about
                                            termination rights and contract duration not extending beyond the goods or services already
                                            delivered (i.e., the last hash calculation) coupled with the discussion in FASB Revenue Recognition
                                            Implementation Q&As Question 8 that indicates that customer cancellation rights can be
                                            similar to a renewal option, tell us your consideration of whether the contract continuously
                                            renews throughout the day and therefore that the duration of the contract is less than 24
                                            hours. To the extent that you agree, represent to us that you will revise your accounting
                                            policy disclosure accordingly in future filings.

 Response: The
                                            Company considers each mining pool arrangement to be a contract that is continuously renewed
                                            throughout the day. As a result, the Company believes the duration of the Company’s
                                            contracts is 24 hours or less. The Company will revise its accounting policy disclosure accordingly
                                            in future filings.

Securities and Exchange Commission

August 13, 2024

Page 4

 ● Because
                                            termination rights are akin to renewal options, tell us whether the customer’s renewal
                                            option is a material right and whether the terms, conditions, and compensation amounts of
                                            the renewal option are at the then-current market rates. If so, tell us whether you concluded
                                            that the customer’s renewal option is not a material right that represents a separate
                                            performance obligation. Refer to ASC 606-10-25-18(j) and 606-10-55-42. Also if so, represent
                                            to us that you will make corresponding revisions to your accounting policy and related disclosures
                                            in future filings that links this conclusion to your determination that you have only one
                                            performance obligation.

 Response: As discussed above, the Company believes the duration of the Company’s
contracts is 24 hours or less. Upon each renewal, the Company provides the same rate of payment, which is the market rate paid by any
miner that enters into a mining contract with the pool operator. As a result, in consideration of ASC 606-10-55-42, the Company believes
the contract does not provide the customer with a material right that would give rise to a performance obligation as there are no discounts
in relation to the option to renew. The pricing upon renewal of the contract remains the same and therefore a material right does
not exist. The Company will revise its accounting policy disclosure accordingly in future filings and will disclose in future filings
that the terms, conditions, and compensation of the contracts are at the current market rates, and accordingly the renewal option is not
a material right.

 ● The
                                            disclosure in your September 30, 2023 Form 10-Q stated that you measured your noncash consideration
                                            on the date earned rather than the date that control of your service transfers to the pool
                                            operator. We note that you have revised your disclosure to state that you measure the fair
                                            value of the noncash consideration at contract inception. Please address the following:

 o Provide
                                            us with an analysis supporting your prior statement that historically measuring noncash consideration
                                            on the date earned is not materially different from the date of contract inception.

 Response: Please see the Company’s analysis attached as Annex B showing that measuring the Company’s noncash consideration
on the date earned is not materially different from the date of contract inception for each of the quarters ended in fiscal year 2023
and 2022.

Rule 83 Confidential Treatment
Request by Sphere 3D Corp. Request #2

The overall difference was calculated to be $[***], ($[***])
and ($[***]) for the quarters ended March 31, 2023

August 5, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Amendment No. 2 to Registration Statement on Form S-3
Filed July 25, 2024
File No. 333-269663
Dear Patricia Trompeter:
            We have reviewed your amended registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our May 20, 2024 letter.
Amendment No. 2 to Form S-3
Risk Factors
Risks Related to Our Business
Our operating results have and will significantly fluctuate, page 12
1.We note your response to prior comment 5 and re-issue in part. We note your disclosure
here that you may choose to add other cryptocurrencies to your platform in the future. To
the extent you may engage in mining of other cryptocurrencies other than Bitcoin in the
future, please revise to:
•Describe in detail your internal processes for how you will determine, as you expand
your business, whether particular cryptocurrencies are securities within the meaning
of the U.S. federal securities laws, and clarify that such processes are risk-based
assessments and are not a legal standard or binding on regulators; and
•Include a risk factor addressing the uncertainty and consequences of making an
incorrect assessment or a court or regulator disagreeing with your assessment.

August 5, 2024
Page 2
            Please contact Lulu Cheng at 202-551-3811 or Eric Envall at 202-551-3234 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:M. Ali Panjwani

CORRESP
1
filename1.htm

M. ALI PANJWANI

Partner

Direct Tel: 212-326-0820

Fax: 212-326-0806

MPanjwani@pryorcashman.com

  July 24, 2024

Via Edgar

Lulu Cheng

Eric Envall

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

    Amendment No. 1 to Registration Statement on Form S-3

    Filed May 7, 2024

    File No. 333-269663

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 Act of
1933, as amended, and the rules promulgated thereunder, we hereby submit in electronic form Amendment No. 2 (“Amendment No. 2”)
to the above-referenced registration statement on Form S-3 (as amended, the “Registration Statement”), which was initially
filed with the Securities and Exchange Commission (the “Commission”) on May 7, 2024. Amendment No. 2 reflects the response
of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter dated May 20, 2024
(the “Comment Letter”).

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 Registration Statement. For your
convenience, references in the responses to page numbers are to the marked version of Amendment No. 2 and to the prospectus included therein.

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

Amendment No. 1 to Registration Statement on Form S-3

General

1. At
this time, there are outstanding comments on your annual report on Form 10-K. We will coordinate any request for acceleration of effectiveness
for this registration statement with resolution of all comments regarding that review, including that all corresponding changes that
ensue from the Form 10-K review are made in this Form S-3, as applicable. Please confirm your understanding in this.

 Response: The Company acknowledges the Staff’s comment and that effectiveness of the Registration Statement
will be subject to the resolution of all comments of the Staff relative to the Company’s Annual Report on Form 10-K for the year
ended December 31, 2023.

Securities and Exchange Commission

July 24, 2024

Page 2

2. We note your references to the terms “cryptocurrencies,”
“digital currencies,” “virtual currency,” “digital assets,” “crypto assets,” “cryptocurrency
assets,” “crypto economy,” and “crypto network.” To the extent you are using these terms interchangeably, please
revise your disclosure to use one term. If these terms are instead being used to mean different things, please revise to define each
term on first use

 Response: In response to the Staff’s comment, the Company has revised the disclosure throughout
the Registration Statement to use the term “cryptocurrency” more consistently in lieu of other terminologies to reference
digital currencies, digital assets or other similar terms.

Our Company

Over, page 5

3. We
                                            note your disclosure on page 27 that there is substantial doubt about your ability to continue
                                            as a going concern. Please revise your Overview section to provide disclosure about the facts
                                            that raise substantial doubt about your ability to continue as a going concern. Your disclosure
                                            should include a discussion of:

 ● The
principal conditions or events that raise substantial doubt about your ability to continue as a going concern;

 ● Your
evaluation of the significance of those conditions or events in relation to your ability to meet your obligations; and

 ● Management’s
plans that are intended to mitigate the conditions or events that raise substantial doubt about your ability to continue as a going concern.

As part of this disclosure, please also include a discussion
of your current liquidity position, the sources of that liquidity (e.g., cash, short-term investments, etc.), and the expected uses and
timing of uses of that liquidity.

 Response: In response to the Staff’s comment, the Company has added disclosure
on page 9 of Amendment No. 2 to provide the requested disclosure, including disclosure about the facts that raise substantial doubt
about the Company’s ability to continue as a going concern.

Digital Mining, page 5

4. Please revise your disclosure to discuss the geographic
locations of your mining operations and any state-specific regulatory requirements in those areas. In this regard, we note your references
to New York and Georgia state regulators on page 15.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 6 of Amendment No. 2 to discuss the geographic locations of its mining operations and the fact that there are no material state-specific
regulatory restrictions on the mining of Bitcoin in those jurisdictions.

5. Please reconcile your statement here with respect to the activities that you will conduct that “[a]t this time, [you] intend
only to mine Bitcoin and hold no other digital assets other than Bitcoin” with your disclosures elsewhere that suggest otherwise.
In this regard, we note, for example, the following disclosures:

 ● References
to “digital assets that [you] mine or otherwise acquire or hold for [your] own account, including Bitcoin (emphasis added)”
on pages 17, 20, 22, 23 and 24;

 Response: In response to the Staff’s comment, the Company has revised the
                                                                                                                                                                                                                               disclosure on pages 17, 20, 22, 23 and 24 of Amendment No. 2 to reconcile the Company’s statement that at this time, the
                                                                                                                                                                                                                               Company intends to mine only Bitcoin and to hold no other digital assets other than Bitcoin, with the Company’s disclosures
                                                                                                                                                                                                                               elsewhere that suggested otherwise, and by removing the statements implying that the Company may mine or otherwise acquire digital
                                                                                                                                                                                                                               assets other than Bitcoin.

 Securities and Exchange Commission

July 24, 2024

Page 3

 ● Statement
that “[t]here is no assurance that any supported digital asset will maintain its value or that there will be meaningful levels
of trading activities (emphasis added)” on page 12;

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 12 of Amendment No. 2 to reference only Bitcoin.

 ● Several
references to your “platform” on pages 11 and 12;

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on pages 11-12 of the Amendment No. 2 to remove the references that may have indicated the Company has a “platform.”.

 ● Reference
to your “ability to mine cryptocurrencies” on page 16.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 16 of Amendment No. 2 to change the reference to the Company’s ability to mine “cryptocurrencies” to
Bitcoin.

To the extent you intend to engage in mining of other
crypto assets or activities other than the mining and holding of Bitcoin, please provide related disclosures. To the extent you will acquire
or hold other crypto assets, please describe in detail your internal processes for how you determine, or will determine as you expand
your business, whether particular crypto assets are securities within the meaning of the U.S. federal securities laws, and clarify that
such processes are risk-based assessments and are not a legal standard or binding on regulators. Also include a risk factor addressing
the uncertainty and consequences of making an incorrect assessment or a regulator disagreeing with your assessment.

 Response: In response to the Staff’s comment, the Company advises the Staff
that the requested risk factor is inapplicable to the Company because the Company only mines Bitcoin and does not intend to mine any other
cryptocurrency. In the context of Bitcoin, this risk is discussed on page 17 of Amendment No. 2.

Mining Pools, page 6

6. Please revise to provide more detailed discussions of
how you currently are “engaged with mining pool operators” and will utilize mining pools and how mining pools operate. As part
of your discussion, identify the mining pool operators with whom you are engaged, and explain the material terms of any agreements or
understandings of the fees that may be incurred.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 6 of Amendment No. 2 to provide more detailed discussions of how mining pools operate and how the Company currently is “engaged
with mining pool operators” and will utilize mining pools.

Hosting Agreements, page 7

Securities and Exchange Commission

July 24, 2024

Page 4

7. We note your disclosures about your hosting agreements.
Please file these as exhibits to your registration statement, or provide your analysis as to why you believe these are not required to
be filed pursuant to Item 601(b)(10) of Regulation S-K.

 Response: In response to the Staff’s comment, the Company has filed the relevant hosting agreements as Exhibits 10.1, 10.2, 10.3 and 10.4
to the Registration Statement.

Risk Factors

Risks Related to Our Business

Bitcoin mining activities are energy-intensive, page 15

8. We note your disclosure that “electricity costs are
expected to account for a significant portion of [your] overall costs” and your business model can only be successful if you “can
obtain access to sufficient electrical power on a cost-effective basis through hosting arrangements with mining data centers.” Please
expand your disclosure to address the fact that you do not have any power purchase agreements for the supply of power, as disclosed on
page 6, and discuss the impact of your various hosting agreements with respect to this risk.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 15 of Amendment No. 2 to expand the Company’s disclosure to address the fact that the Company does not have any power
purchase agreements for the supply of power and to discuss the impact of the Company’s various hosting agreements with respect to
this risk.

9. Please reconcile this risk factor with the risk factor entitled “Cryptocurrency mining activities are energy-intensive...”
on page 14 as the two risk factors seem redundant.

 Response: In response to the Staff’s comment, the Company has removed the duplicative risk factor on page 14 of the Registration
Statement.

Further significant disruptions in the crypto asset markets,
page 21

10. We note your statement that theoretically there is a minimum
bitcoin price that is so low that you would want to turn off your miners. Please revise to provide a comprehensive breakeven analysis
for your bitcoin mining operations that compares the cost to earn/mine one bitcoin with the market value of one mined bitcoin. Quantitative
tabular disclosure may be helpful. Your analysis should:

 ● Identify
and explain all relevant inputs used in your calculation and the key assumptions used in preparing it;

 ● Clarify
whether, and if so, how the cost of purchasing mining equipment factors into your analysis;

 ● Clarify
whether you finance the purchase of mining equipment and, if so, reflect financing costs in your analysis; and

 ● Discuss
any known trends related to your breakeven analysis as of the most recent practicable date, such as whether your cost of revenue and
mining inputs (e.g., electricity costs) have materially increased or decreased in recent periods.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 21 of Amendment No. 2 to provide a comprehensive breakeven analysis for the Company’s Bitcoin mining operations that
compares the cost to earn/mine one Bitcoin with the market value of one mined Bitcoin.

Securities and Exchange Commission

July 24, 2024

Page 5

The dynamic nature of digital asset exchanges, page 22

11. We note your statement that you have been directly and
indirectly impacted by certain of the recent bankruptcies in the crypto asset space. Please expand to more fully identify and describe
these bankruptcies and discuss in greater detail how you have been directly or indirectly impacted by these bankruptcies.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 22 of Amendment No. 2 to more fully identify and describe the recent bankruptcies in the cryptocurrency industry that the
Company has been directly and indirectly impacted by, and to discuss in greater detail how the Company has been directly or indirectly
impacted by these bankruptcies.

Cryptocurrency may be subject to loss, page 23

12. We note that when you decide to sell Bitcoin, you transfer
it from your digital wallets held by the applicable Custodian to your trading account wallet. Please revise to disclose whether you have
a specific policy for how you will determine when to sell Bitcoin for fiat currency to fund operations or growth and through what exchange,
or if you intend to hold your mining rewards for investment purposes. To the extent you have an agreement with a third-party exchange,
please disclose the material terms and file the agreement as an exhibit. Please discuss the average period between receipt of Bitcoin
and the subsequent conversion to cash, and discuss any risks to your liquidity caused by volatility in Bitcoin pricing.

 Response: In response to the Staff’s comment, the Company has revised the disclosure
on page 23 of Amendment No. 2 to disclose that the Company does not currently have a specific policy for how or when to sell Bitcoin
for fiat currency to fund operations or growth. However, the Company does not generally hold its mining rewards for investment purposes as it sells its Bitcoin nearly immediately. As
such, the Company regards any risk to its liquidity that may be caused by volatility to Bitcoin pricing to be very low.

                                                                                The Company further advises the Staff that the only agreement that it has
entered into with a third-party exchange is a standard “click-through” agreement applicable to all users of the services of
such third-party exchange, whereby through the Company’s use of the third-party exchange’s services, the Company agrees to
abide by certain terms and conditions. The agreement does not include material obligations on the part of the Company and therefor the
Company does not believe the agreement is required to be filed as a material agreement pursuant to Item 601(b)(10) of Regulation S-K.

13. We note that you expect to hold all your cryptocurrency in a combination of insured institutional custody services and multi signature
cold storage wallets, and maintain secure backups to reduce the risk of malfeasance. We also note that you store your Bitcoin in wallets
custodied by Bitgo and Coinbase, and when you decide to sell Bitcoin, you transfer Bitcoin from your digital wallets held by the applicable
Custodian to your trading acco

July 10, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Form 10-K for the Fiscal Year Ended December 31, 2023
Form 10-Q for the Quarterly Period Ended March 31, 2024
Response Dated January 12, 2024
File No. 001-36532
Dear Patricia Trompeter:
            We have reviewed your January 12, 2024 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 December 12,
2023 letter.
Form 10-K for the Fiscal Year Ended December 31, 2023
Financial Statements
Consolidated Statements of Operations, page F-4
1.We note that depreciation is not included within costs of revenue. Consistent with SAB
Topic 11.B, in future filings, please change your description of the line items for cost of
revenues to indicate that the amounts are exclusive of depreciation shown separately
below.
Note 2. Summary of Significant Accounting Policies
Digital Assets, page F-11
We acknowledge your response to prior comment 1. Please respond to the following
regarding your valuation of bitcoin for purposes of impairment testing under ASC 350:2.

July 10, 2024
Page 2
•You told us that you consider Coinbase to be bitcoin’s principal market, but you did
not tell us whether Coinbase is your principal market for bitcoin. Per ASC 820-10-35-
6A, you should consider the principal (or most advantageous) market from the
perspective of the reporting entity.
•For your impairment analysis for the year ended December 31, 2022, you told us you
used the lowest intraday quoted bitcoin price from the bitcoin USD historical data on
Yahoo Finance and that this is in accordance with ASC 820-10-35-5A because
bitcoin prices derived from Yahoo Finance are widely accessible. We note that Yahoo
Finance is not itself a market where bitcoin and other cryptocurrencies are traded.
Accordingly, we do not believe that your response provides sufficient analysis to
demonstrate how your use of Yahoo Finance to determine the fair value of your
bitcoin complies with ASC 820. Please expand your analysis to include, but not
necessarily limit it to, identifying your principal market and demonstrating how you
comply with ASC 820.
•If you agree that your principal market is not Yahoo Finance, please provide us with
your analysis of the quantitative impact of using Yahoo Finance rather than your
principal market to value your cryptocurrencies for impairment purposes for all
periods presented in your financial statements.
Revenue Recognition, page F-13
We acknowledge your response to prior comment 2. Please respond to the following:
•Please represent to us that you will revise your revenue recognition policy in future
filings to address the following:
oDisclose, similar to your response, that you have a single performance
obligation.
oDisclose, if true, that the mining pool operators are your customers.
oDisclose, similar to your response to comment 6 in your July 27, 2023 letter that
the services you provide are an output of your ordinary activities.
•Your response indicates your only performance obligation is to supply computing
power because the mining pool operators perform computations based on their own
systems.  We understand that you run software from the pool operators that constructs
block header candidates and performs hash computations on behalf of the pool
operators. If you do perform hash calculations for the pool operators, tell us whether a
more accurate description of your promise and single performance obligation is a
service to perform hash calculations for the pool operator, and if so, represent to us
that you will make corresponding revisions to your accounting policy and related
disclosures throughout your filing.
You told us that you believe, under ASC 606-10-25-1, contract inception occurs when
you provide 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. However, you
have also told us that your contracts can be terminated at any time by either party and
the duration of the contract does not extend beyond the goods or services already
delivered. Given your statements about termination rights and contract duration not
extending beyond the goods or services already delivered (i.e., the last hash •3.

July 10, 2024
Page 3
calculation) coupled with the discussion in FASB Revenue Recognition
Implementation Q&As Question 8 that indicates that customer cancellation rights can
be similar to a renewal option, tell us your consideration of whether the contract
continuously renews throughout the day and therefore that the duration of the contract
is less than 24 hours. To the extent that you agree, represent to us that you will revise
your accounting policy disclosure accordingly in future filings.
•Because termination rights are akin to renewal options, tell us whether the customer’s
renewal option is a material right and whether the terms, conditions, and
compensation amounts of the renewal option are at the then-current market rates. If
so, tell us whether you concluded that the customer’s renewal option is not a material
right that represents a separate performance obligation. Refer to ASC 606-10-25-18(j)
and 606-10-55-42. Also if so, represent to us that you will make corresponding
revisions to your accounting policy and related disclosures in future filings that links
this conclusion to your determination that you have only one performance obligation.
•The disclosure in your September 30, 2023 Form 10-Q stated that you measured your
noncash consideration on the date earned rather than the date that control of your
service transfers to the pool operator. We note that you have revised your disclosure
to state that you measure the fair value of the noncash consideration at contract
inception. Please address the following:
oProvide us with an analysis supporting your prior statement that historically
measuring noncash consideration on the date earned is not materially different
from the date of contract inception.
oTell us the time you use for determining the estimated fair value of the bitcoin
(e.g., at the beginning or at the end of the date of contract inception, or using a
simple average price throughout that date, etc.) and whether your timing is
consistently applied for all periods presented. Represent to us that you will make
corresponding revisions to your accounting policy and related disclosures in
future filings.
•You previously disclosed that you recognized revenue when the mining pool operator
successfully places a block and you receive confirmation of the consideration you
will receive. We note that you have revised your disclosure to state that you recognize
the noncash consideration on the same day that control is transferred, which is the
same day as contract inception. Since it appears that you changed the timing of when
you recognize revenue, tell us whether applying the corrected policy to historical
periods resulted in a material change to the historical financial statements presented.
Form 10-Q for the Quarterly Period Ended March 31, 2024
Financial Statements
Note 2. Summary of Significant Accounting Policies
Digital Assets, page 10
We acknowledge your response to prior comment 4 of our letter dated June 23, 2023. You
disclose that digital assets are included in current assets due to your ability to sell bitcoin
in a highly liquid marketplace and the sale of bitcoin to fund operating expenses to
support operations. As noted in your response, the definition of a current asset in the 4.

July 10, 2024
Page 4
FASB Master Glossary refers to a reasonable expectation of realization. Please revise
your disclosure in future filings to state, if true, that your bitcoin holdings are reasonably
expected to be realized in cash or sold or consumed during the normal operation cycle of
your business.
            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

United States securities and exchange commission logo
May 20, 2024
Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901
Re:Sphere 3D Corp.
Amendment No. 1 to Registration Statement on Form S-3
Filed May 7, 2024
File No. 333-269663
Dear Patricia Trompeter:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a 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 letter, we may have additional comments.
Amendment No. 1 to Registration Statement on Form S-3
General
1.At this time, there are outstanding comments on your annual report on Form 10-K. We
will coordinate any request for acceleration of effectiveness for this registration statement
with resolution of all comments regarding that review, including that all corresponding
changes that ensue from the Form 10-K review are made in this Form S-3, as applicable.
Please confirm your understanding in this regard.
2.We note your references to the terms "cryptocurrencies," "digital currencies," "virtual
currency," "digital assets," "crypto assets," "cryptocurrency assets," "crypto economy,"
and "crypto network." To the extent you are using these terms interchangeably, please
revise your disclosure to use one term. If these terms are instead being used to mean
different things, please revise to define each term on first use.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 May 20, 2024 Page 2
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
May 20, 2024
Page 2
Our Company
Overview, page 5
3.We note your disclosure on page 27 that there is substantial doubt about your ability to
continue as a going concern. Please revise your Overview section to provide disclosure
about the facts that raise substantial doubt about your ability to continue as a going
concern. Your disclosure should include a discussion of:
•The principal conditions or events that raise substantial doubt about your ability to
continue as a going concern;
•Your evaluation of the significance of those conditions or events in relation to your
ability to meet your obligations; and
•Management’s plans that are intended to mitigate the conditions or events that raise
substantial doubt about your ability to continue as a going concern.
As part of this disclosure, please also include a discussion of your current liquidity
position, the sources of that liquidity (e.g., cash, short-term investments, etc.), and the
expected uses and timing of uses of that liquidity.
Digital Mining, page 5
4.Please revise your disclosure to discuss the geographic locations of
your mining operations and any state-specific regulatory requirements in those areas. In
this regard, we note your references to New York and Georgia state regulators on page 15.
5.Please reconcile your statement here with respect to the activities that you will
conduct that "[a]t this time, [you] intend only to mine Bitcoin and hold no other digital
assets other than Bitcoin" with your disclosures elsewhere that suggest otherwise. In this
regard, we note, for example, the following disclosures:
•References to "digital assets that [you] mine or otherwise acquire or hold for [your]
own account, including Bitcoin (emphasis added)" on pages 17, 20, 22, 23 and 24;
•Statement that "[t]here is no assurance that any supported digital asset will maintain
its value or that there will be meaningful levels of trading activities (emphasis
added)" on page 12;
•Several references to your "platform" on pages 11 and 12;
•Reference to your "ability to mine cryptocurrencies" on page 16.
To the extent you intend to engage in mining of other crypto assets or activities other than
the mining and holding of Bitcoin, please provide related disclosures. To the extent you
will acquire or hold other crypto assets, please describe in detail your internal processes
for how you determine, or will determine as you expand your business, whether particular
crypto assets are securities within the meaning of the U.S. federal securities laws, and
clarify that such processes are risk-based assessments and are not a legal standard or
binding on regulators. Also include a risk factor addressing the uncertainty and
consequences of making an incorrect assessment or a regulator disagreeing with your
assessment.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 May 20, 2024 Page 3
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
May 20, 2024
Page 3
Mining Pools, page 6
6.Please revise to provide more detailed discussions of how you currently are "engaged with
mining pool operators" and will utilize mining pools and how mining pools operate. As
part of your discussion, identify the mining pool operators with whom you are engaged,
and explain the material terms of any agreements or understandings of the fees that
may be incurred.
Hosting Agreements, page 7
7.We note your disclosures about your hosting agreements. Please file these as exhibits to
your registration statement, or provide your analysis as to why you believe these are not
required to be filed pursuant to Item 601(b)(10) of Regulation S-K.
Risk Factors
Risks Related to Our Business
Bitcoin mining activities are energy-intensive, page 15
8.We note your disclosure that "electricity costs are expected to account for a significant
portion of [your] overall costs" and your business model can only be successful if you
"can obtain access to sufficient electrical power on a cost-effective basis through hosting
arrangements with mining data centers." Please expand your disclosure to address the fact
that you do not have any power purchase agreements for the supply of power, as disclosed
on page 6, and discuss the impact of your various hosting agreements with respect to this
risk.
9.Please reconcile this risk factor with the risk factor entitled "Cryptocurrency mining
activities are energy-intensive..." on page 14 as the two risk factors seem redundant.
Further significant disruptions in the crypto asset markets, page 21
10.We note your statement that theoretically there is a minimum bitcoin price that is so low
that you would want to turn off your miners. Please revise to provide a
comprehensive breakeven analysis for your bitcoin mining operations that compares the
cost to earn/mine one bitcoin with the market value of one mined bitcoin. Quantitative
tabular disclosure may be helpful. Your analysis should:
•Identify and explain all relevant inputs used in your calculation and the key
assumptions used in preparing it;
•Clarify whether, and if so, how the cost of purchasing mining equipment factors into
your analysis;
•Clarify whether you finance the purchase of mining equipment and, if so, reflect
financing costs in your analysis; and
•Discuss any known trends related to your breakeven analysis as of the most recent
practicable date, such as whether your cost of revenue and mining inputs (e.g.,
electricity costs) have materially increased or decreased in recent periods.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 May 20, 2024 Page 4
 FirstName LastNamePatricia Trompeter
Sphere 3D Corp.
May 20, 2024
Page 4
The dynamic nature of digital asset exchanges, page 22
11.We note your statement that you have been directly and indirectly impacted by certain of
the recent bankruptcies in the crypto asset space. Please expand to more fully identify and
describe these bankruptcies and discuss in greater detail how you have been directly or
indirectly impacted by these bankruptcies.
Cryptocurrency may be subject to loss, page 23
12.We note that when you decide to sell Bitcoin, you transfer it from your digital wallets held
by the applicable Custodian to your trading account wallet. Please revise to disclose
whether you have a specific policy for how you will determine when to sell Bitcoin for
fiat currency to fund operations or growth and through what exchange, or if you intend to
hold your mining rewards for investment purposes. To the extent you have an agreement
with a third-party exchange, please disclose the material terms and file the agreement as
an exhibit. Please discuss the average period between receipt of Bitcoin and the
subsequent conversion to cash, and discuss any risks to your liquidity caused by volatility
in Bitcoin pricing.
13.We note that you expect to hold all your cryptocurrency in a combination of insured
institutional custody services and multi signature cold storage wallets, and maintain secure
backups to reduce the risk of malfeasance. We also note that you store your Bitcoin in
wallets custodied by Bitgo and Coinbase, and when you decide to sell Bitcoin,
you transfer Bitcoin from your digital wallets held by the applicable Custodian to your
trading account wallet. Please revise to clarify whether the wallets custodied by the
Custodians and your trading account wallet are hot wallets or cold storage.
Our interactions with a blockchain may expose us, page 24
14.We note that your policy prohibits any transactions with persons named on OFAC's
specially designated nationals list. Please revise to discuss in greater detail your current
AML and OFAC policies, procedures and systems.
Bitcoin is subject to halving, page 24
15.Please update your disclosure to reflect that halving for the Bitcoin blockchain in April
2024 already occurred, and discuss the next anticipated halving.
16.Please revise your disclosure to address the maximum number of Bitcoins that may be
released into circulation, and the number of Bitcoins currently in circulation. Please also
revise to discuss how the limited supply of Bitcoins that can be mined (and the current
mining total) affects your business plan.
We may not be able to realize the benefits of forks, page 25
17.Please revise to disclose your policies related to forks.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 May 20, 2024 Page 5
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
May 20, 2024
Page 5
Part II. Information Not Required in Prospectus
Item 17. Undertakings, page II-2
18.We note your response to prior comment 1. Please revise to replace references to Form
20-F with references to Form 10-K.
            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 for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

M. ALI ANJWANI, ESQ.

Partner

DIRECT TEL: 212-326-0820

FAX: 212-326-0806

ali.panjwani@pryorcashman.com

May 8, 2024

Via Edgar

Lulu Cheng

Eric Envall

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

    Registration Statement on Form S-3

    Filed February 9, 2023

    File No. 333-269663

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 Act of 1933, as amended, and the rules promulgated thereunder, we hereby submit in electronic form Amendment No.
1 to the above-referenced registration statement on Form S-3 (as amended, the “Registration Statement”), which was initially
filed with the Securities and Exchange Commission (the “Commission”) on February 9, 2023. The Registration Statement reflects
the response of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter dated February
14, 2023 (the “Comment Letter”).

Securities and Exchange Commission

May 8, 2024

Page 2

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

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 report
on Form 10-K . For further guidance, please refer to Securities Act Forms C&DI 115.05.

 Response: In response to the Staff’s comment, the Company has amended the Registration Statement in order
to incorporate the Company’s most recent Annual Report on Form 10-K by reference.

* * *

As it is the goal of the Company
to have the Form S-3 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of the Registration
Statement as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at
(212) 326-0820.

    Very truly yours,

    /s/ M. Ali Panjwani

    M. Ali Panjwani

    cc:
    Patricia Trompeter

    Sphere 3D Corp.

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
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.
 December 12, 2023 Page 2
 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

CORRESP
1
filename1.htm

M.
ALI PANJWANI, ESQ.

Partner

DIRECT
TEL: 212-326-0820

FAX:
212-326-0806

ali.panjwani@pryorcashman.com

July
27, 2023

Via
Edgar

CONFIDENTIAL TREATMENT REQUEST UNDER
RULE 83

The entity requesting confidential treatment
is:

Sphere 3D Corp.

4 Greenwich Office Park, 1st
Floor

Greenwich, CT 06831

Attn: Patricia Trompeter, Chief Executive
Officer

Telephone: (203) 524-6524

CERTAIN
PORTIONS OF THIS LETTER HAVE BEEN OMITTED FROM THE VERSION FILED VIA EDGAR. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS. INFORMATION THAT WAS OMITTED IN THE EDGAR VERSION HAS BEEN NOTED IN THIS LETTER WITH A PLACEHOLDER IDENTIFIED BY
THE MARK “[***].” THE OMITTED PORTIONS ARE BRACKETED IN THIS LETTER FOR EASE OF IDENTIFICATION.

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 June 23, 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.

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

Form
10-K for the Fiscal Year Ended December 31, 2022

Item
9A. Controls and Procedures

Management's
Report on Internal Control Over Financial Reporting, page 42

 1. You
                                            do not identify the version of the Committee of Sponsoring Organizations of the Treadway
                                            Commission’s Internal Control - Integrated Framework that you used to perform your
                                            assessment as required by Item 308(a)(2) of Regulation S-K. Please revise future filings
                                            to identify the version of the COSO Integrated Framework you used in the assessment (i.e.,
                                            whether you used the 1992 Framework, or the Updated Framework issued in 2013).

 Response: The
                                            Company used the Updated Framework issued in 2013 in its assessment. The Company acknowledges
                                            the Staff’s comment and will revise future filings to identify the version of the COSO
                                            Integrated Framework it used in its assessment.

Securities and Exchange Commission

July 27, 2023

Page 2

Exhibits
31.1 and 31.2, page 61

 2. In
                                            your Form 10-K for the fiscal year ended December 31, 2022 and Form 10-Q for the quarterly
                                            period ended March 31, 2023, you revised the wording in paragraph 4(d) from that set forth
                                            in Item 601(b)(31)(i) of Regulation S-K. In future filings, please include the certifications
                                            exactly as set forth in that item.

 Response: The
                                            Company acknowledges the Staff’s comment and in future filings will include the wording
                                            in paragraph 4(d) exactly as set forth in Item 601(b)(31)(i) of Regulation S-K.

Note
1. Organization and Business

Liquidity
and Going Concern, page F-11

 3. You
                                            disclose that management has projected that cash on hand may not be sufficient to allow you
                                            to continue operations beyond the next 12 months. Please tell us how your disclosure considered
                                            ASC 205-40-50-13 which discusses whether there is substantial doubt about an entity's ability
                                            to continue as a going concern within one year after the date that the financial statements
                                            are issued.

 Response: The
                                            Company will revise future filings to clarify any ambiguity about the period of time during
                                            which its management has projected that cash on hand may not be sufficient to allow the Company
                                            to continue operations beyond the next 12 months, to make clear that the projection is from
                                            the date that the Company’s financial statements are issued, as noted in the additional
                                            underlined text below.

As further background, at the time
that the Form 10-K was filed, the Company had a significant number of miners that it planned to have installed over the two or three months
following the filing. The Company did not have final agreements with hosting providers at that time and would most likely have been required
to provide significant deposits on the new installations. These new installations would likely have been required because Core Scientific,
Inc. (“Core Scientific”) had ceased honoring its obligations to host additional miners of the Company and had declared bankruptcy,
which resulted in Core Scientific not installing the Company’s machines as initially planned. Because the price of Bitcoin fluctuated
during the prior 12 months, it was clear, based on the Company’s cash requirements, that the Company would need to raise capital
either through the sale of mining machines or the issuance of equity or debt. With no guarantee that a market to sell the machines would
exist, and no signed agreements for adequate debt or equity, there was a risk to the Company’s ability to continue as a going concern.
In addition, the Company has suffered recurring losses from operations over the previous years, the price of Bitcoin had fluctuated and
current cash on hand would not have been adequate to support the Company over the next twelve months from the date the financial statements
were issued.

Securities and Exchange Commission

July 27, 2023

Page 3

The Company will include disclosure similar to the following underlined language in future filings:

“The
Company has recurring losses from operations and incurred a net loss of approximately $192.8 million for the year ended December
31, 2022. The Company’s management has projected that cash on hand may not be sufficient to allow the Company to continue operations
beyond the next 12 months from the date the financial statements are issued based on our hashing rate at December 31, 2022, if
we are unable to raise additional funding for operations. The Company expects its working capital needs to increase in the future as
it continues to expand and enhance its operations. The Company’s ability to raise additional funds for working capital through
equity or debt financings or other sources may depend on the financial success of the Company’s then-current business and successful
implementation of its key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond
our control. No assurance can be given that the Company will be successful in raising the required capital at a reasonable cost and at
the required times, or at all. Further equity financings may have a dilutive effect on shareholders and any debt financing, if available,
may require restrictions to be placed on the Company’s future financing and operating activities. The Company requires additional
capital and if it is unsuccessful in raising that capital, it may not be able to continue its business operations in the cryptocurrency
mining industry or it may be unable to advance our growth initiatives, either of which could adversely impact the Company’s business,
financial condition, and results of operations.

Significant
changes from the Company’s current forecasts, including but not limited to: (i) shortfalls from projected sales levels; (ii) unexpected
increases in product costs; (iii) increases in operating costs; (iv) fluctuations in the value of cryptocurrency; and (v) inability
to maintain compliance with the requirements of the NASDAQ Capital Market and/or inability to maintain listing with the NASDAQ Capital
Market could have a material adverse impact on the Company’s ability to access the level of funding necessary to continue its operations
at current levels. If any of these events occurs or the Company is unable to generate sufficient cash from operations or financing sources,
the Company may be forced to liquidate assets where possible and/or curtail, suspend or cease planned programs or operations generally
or seek bankruptcy protection or be subject to an involuntary bankruptcy petition, any of, which would have a material adverse effect
on the Company’s business, results of operations, financial position and liquidity.

Securities and Exchange Commission

July 27, 2023

Page 4

These
factors, among others, 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. The accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and
do not include any adjustments that might result from the outcome of this uncertainty.”

Note
2. Significant Accounting Policies

Digital Assets, page F-13

 4. Please
                                            tell us how your classification of digital assets as current assets is consistent with the
                                            definition of current assets in ASC 210-10-20. For each digital asset type held on December
                                            31, 2022 and 2021, and at March 31, 2023, tell us the average length of time it has been
                                            held and how frequently it turns over, explaining how you calculated this turnover. Also,
                                            for each significant (as determined by the fair value) digital asset holding, please tell
                                            us the name of the digital asset and its cost, fair value, and the number of units held as
                                            of December 31, 2021 and 2022, and March 31, 2023. For any digital asset holdings that are
                                            not individually significant, tell us the aggregated cost bases and fair values of the digital
                                            asset holdings.

 Response: The Company acknowledges the Staff’s comment and advises that in accordance with ASC 210-10-20, Balance Sheet, current assets is defined as those assets that are reasonably expected to be realized in cash or sold or consumed during the normal operating cycle of the business. The Company expects to use the digital assets mined for operations and therefore to sell the Bitcoin during the operating cycle. The Bitcoin generated during 2022 was sold for operations by January 2023. The Bitcoin generated during the first quarter of 2023 was sold for operations by April 2023.

                                                                                Rule
                                            83 Confidential Treatment Request by Sphere 3D Corp. Request #1

    Year
    Ended
    Quarter Ended

    12/31/2021
    12/31/2022
    3/31/2023

    Each digital asset type
      None
      Bitcoin only
      Bitcoin only

    Number of units
    held
      0
      103.00
      22.00

    Average length of time held
      N/A
      145
                                            days
      16
                                            days

    Cost
      [*** ]
    $ [*** ]
    $ [*** ]

    Fair value
      [*** ]
    $ [*** ]
    $ [*** ]

    Turnover
      [*** ]
      [*** ]
      [*** ]

    Turnover calculation

    BTC earned for the period
      0.00
      131.01
      110.25

    BTC on hand at end of period
      0.00
      103.00
      22.00

    Turnover
      [*** ]
      [*** ]
      [*** ]

Sphere 3D Corp. respectfully
requests that the information contained in Request #1 be treated as confidential information and that the Staff provide timely notice
to Patricia Trompeter, Chief Executive Officer, Sphere 3D Corp., 4 Greenwich
Office Park, 1st Floor, Greenwich, CT 06831, telephone (203) 524-6524,
before it permits any disclosure of the bracketed information contained in Request #1.

Turnover
is calculated as the sum of beginning period Bitcoin balance, Bitcoin earned for the period less Bitcoin on hand at the end of the period
divided by the ending period Bitcoin balance.

Securities and Exchange Commission

July 27, 2023

Page 5

 5. Regarding
                                            your impairment testing for digital assets, please tell us the following information and
                                            reference for us the authoritative literature you relied upon to support your accounting:

 ● You
                                            disclose that you perform an impairment analysis at each reporting period or more frequently,
                                            when events or changes in circumstances occur indicating that it is more likely than not
                                            that the indefinite-lived asset is impaired. Tell us what events or changes in circumstances
                                            would cause you to perform an impairment analysis during the reporting period.

 ● Tell
                                            us whether or not you evaluate multiple units (or fractional units) of digital assets that
                                            have different carrying amounts for impairment as a group.

 ● Tell
                                            us the market(s) you used to determine the quoted price used to assess impairment.

 ● Tell
                                            us whether these market(s) are your principal market(s), and if not, explain why not, and
                                            how the markets are determined.

 Response: The
                                            Company’s Bitcoin held are indefinite lived intangible assets that it accounts for
                                            under Financial Accounting Standards Board (“FASB”) Accounting Standards
                                            Codification (“ASC”) 350 – Intangible Assets Goodwill and Other (“ASC
                                            350”) and as such, are subject to impairment testing on an annual basis or more frequently
                                            if events or changes in circumstances indicate it is more likely than not that the asset
                                            is impaired in accordance with ASC 350-30-35-18. The Company performs an impairment analysis
                                            daily to determine if the lowest intraday price of Bitcoin is lower

United States securities and exchange commission logo
June 23, 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 limited our review of your filing to the financial statements and related
disclosures and have the following 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 these comments 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 our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
Item 9A. Controls and Procedures
Management's Report on Internal Control Over Financial Reporting, page 42
1.You do not identify the version of the Committee of Sponsoring Organizations of the
Treadway Commission’s Internal Control - Integrated Framework that you used to
perform your assessment as required by Item 308(a)(2) of Regulation S-K.  Please revise
future filings to identify the version of the COSO Integrated Framework you used in the
assessment (i.e., whether you used the 1992 Framework, or the Updated Framework
issued in 2013).

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 June 23, 2023 Page 2
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
June 23, 2023
Page 2
Exhibits 31.1 and 31.2, page 61
2.In your Form 10-K for the fiscal year ended December 31, 2022 and Form 10-Q for the
quarterly period ended March 31, 2023, you revised the wording in paragraph 4(d) from
that set forth in Item 601(b)(31)(i) of Regulation S-K.  In future filings, please include the
certifications exactly as set forth in that item.
Note 1. Organization and Business
Liquidity and Going Concern, page F-11
3.You disclose that management has projected that cash on hand may not be sufficient to
allow you to continue operations beyond the next 12 months.  Please tell us how your
disclosure considered ASC 205-40-50-13 which discusses whether there is substantial
doubt about an entity's ability to continue as a going concern within one year after the date
that the financial statements are issued.
Note 2. Significant Accounting Policies
Digital Assets, page F-13
4.Please tell us how your classification of digital assets as current assets is consistent with
the definition of current assets in ASC 210-10-20.  For each digital asset type held
on December 31, 2022 and 2021, and at March 31, 2023, tell us the average length of time
it has been held and how frequently it turns over, explaining how you calculated this
turnover.  Also, for each significant (as determined by the fair value) digital asset holding,
please tell us the name of the digital asset and its cost, fair value, and the number of units
held as of December 31, 2021 and 2022, and March 31, 2023.  For any digital asset
holdings that are not individually significant, tell us the aggregated cost bases and fair
values of the digital asset holdings.
5.Regarding your impairment testing for digital assets, please tell us the following
information and reference for us the authoritative literature you relied upon to support
your accounting:
•You disclose that you perform an impairment analysis at each reporting period or
more frequently, when events or changes in circumstances occur indicating that it is
more likely than not that the indefinite-lived asset is impaired.  Tell us what events or
changes in circumstances would cause you to perform an impairment analysis during
the reporting period.
•Tell us whether or not you evaluate multiple units (or fractional units) of digital
assets that have different carrying amounts for impairment as a group.
•Tell us the market(s) you used to determine the quoted price used to assess
impairment.
•Tell us whether these market(s) are your principal market(s), and if not, explain why
not, and how the markets are determined.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 June 23, 2023 Page 3
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
June 23, 2023
Page 3
Revenue Recognition, page F-15
6.Please provide us your analysis supporting your revenue recognition policy for your
mining pool participation activities.  In your response, where appropriate, reference for us
the authoritative literature you relied upon to support your accounting:
•Provide us a representative sample contract and cross reference your analysis to the
specific provisions of that contract.  Be sure to include terms related to the promises
and related performance obligations, calculation of transaction consideration, and
payment.
•Tell us about the term of your contracts and the period of service for which the
mining pool operators determine your compensation.
•Tell us whether there are any penalties for contract termination by either party and
whether you can withdraw computing power midterm and reinstitute it later. In your
response tell us your consideration of the guidance in Questions 7 or 8, as applicable,
to the FASB Revenue Recognition Implementation Q&A’s and the impact on your
determination of both contract inception and contract duration.
•Tell us about your process to identify your performance obligations.  Refer to ASC
606-10-25-14 to 25-22.
•Tell us how and when you report your work performed to the pool operator.  In this
regard, explain whether you report each nonce completed or only report when all
nonces assigned are completed or at some point in between.
•Tell us your consideration for treating each nonce you are assigned as a performance
obligation or whether the range of all nonces for an individual block is a separate
performance obligation.
•Tell us the nature of the consideration specified in the contract, how the amount of
consideration is determined, and the payment terms.  Highlight terms that cause
variability for your cryptocurrency awards and transaction fees.
•Tell us how you have insight into whether the amount of non-cash consideration
received from the pool operator is the appropriate amount.
•With respect to the timing of revenue recognition, you disclose that you cannot
determine, during the course of solving for a block that a reversal of revenue is not
probable and therefore revenue is recognized when the mining pool operator
successfully places a block, and you receive confirmation of the consideration you
will receive.  Tell us how your accounting policy considered ASC 606-10-25-23 to
25-25 and ASC 606-10-32-11 to 32-12 and discuss at what point the uncertainty
associated with the variable consideration is resolved and why.
•Tell us whether you are able to estimate your hashrate or transactional fees as you
perform your services.
•You disclose that you satisfy your performance obligation at the point in time that
you are awarded a unit of digital currency through your participation in the applicable
network and network participants benefit from their verification service.  Tell us how
your accounting policy considered ASC 606, including ASC 606-10-25-23 to 25-30
and ASC 606-10-32-42 to 32-44 and discuss the relevant factors considered in

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 June 23, 2023 Page 4
 FirstName LastNamePatricia Trompeter
Sphere 3D Corp.
June 23, 2023
Page 4
determining when revenue should be recognized.
7.Please provide us your analysis supporting your measurement of the non-cash
consideration (digital assets) you receive for your mining pool participation activities.  In
your response, where appropriate, reference for us the authoritative literature you relied
upon to support your accounting:
•You disclose that you measure the non-cash consideration at fair value on the date
received which is not materially different than the fair value at contract inception or
time you have earned the award from the mining pools.  Explain to us how your
accounting policy complies with ASC 606-10-32-21 and 606-10-32-23.
•Tell us approximately how much time passes between the inception of the contract,
the time you have earned the award from the mining pools, and the date on which you
receive the award. Describe for us your process for determining that the fair value of
the award is not materially different during these periods.
•If you provide continuous performance, tell us what constitutes contract inception
and contract duration and the reasons why.  Cite the relevant ASC 606 guidance that
supports your determination.
•Tell us the market(s) you use to determine the quoted price used to value the non-
cash consideration and how you identify these market(s).  Refer to ASC Topic 820,
including ASC 820-10- 35-5A.
•Tell us the market(s) in which you entered into transactions to sell digital assets
during the periods presented in the financial statements and the volume of sales in
each market.
•You disclose that the transaction price is the fair value of the digital asset mined,
being the fair value per the prevailing market rate for that digital asset on the
transaction date.  You also disclose that you measure the noncash consideration at
fair value on the date received.  Please tell us in more detail why you refer to both a
transaction date and a date received, and at which point you measure the fair value.
•In future filings, disclose the types of digital currencies, the time frame of when the
digital currency is deposited into your wallet and your principal market.
Note 6. Investments, page F-20
8.You recognized impairment charges of $14.5 million for your investments in Filecoiner
and Silicon Valley Technology Partners during fiscal 2022.  Please tell us how you
determined the fair value of the investments under ASC 820 and why the investments
were impaired.  In future filings, provide any disclosures required by ASC 820-10-50-2
and ASC 321-10-50-3.
Note 9. Preferred Shares, page F-24
9.Please respond to the following with respect to the Hertford agreements:
•Tell us the significant terms of the agreements.
•Tell us how you accounted for the agreements, citing the accounting literature used
and how you applied it to the facts and circumstances of your transaction.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 June 23, 2023 Page 5
 FirstName LastNamePatricia Trompeter
Sphere 3D Corp.
June 23, 2023
Page 5
•Tell us the redemption features of the Series H preferred shares.  In future filings,
include any disclosures required by ASC 505-10-50-3.
Note 15. Segment Information, page F-36
10.Please tell us about your consideration for providing the disclosures required by ASC 280-
10-50-22 and 50-26, including reporting a measure of profit or loss and total assets for
each reportable segment.
Form 10-Q for the Quarterly Period Ended March 31, 2023
Financial Statements
Consolidated Statements of Cash Flows, page 7
11.Please tell us how management considered the guidance in ASC 230-10-45-12(c) in
determining the classification of the proceeds from the sale of digital assets within cash
flows from operating activities.  Tell us the shortest and longest time you have held each
type of your digital assets before sale and provide an estimate of how frequently you
convert the digital assets to USD for each period presented.
Note 12. Commitments and Contingencies
Service Agreements, page 21
12.You disclose that on April 7, 2023, you filed litigation against Gryphon citing several
breaches to the MSA, including but not limited to, several fiduciary and operational
breaches. In your press release included with your Form 8-K filed April 7, 2023, you
disclosed that you believe Gryphon has put the company's assets at significant risk and
Gryphon willfully violated their contractual duties.  Please respond to the following:
•Tell us the significant terms of the MSA with Gryphon and explain how you are
accounting for the agreement, citing the accounting literature used and how you
applied it to your facts and circumstances.oTell us the amount of management fees for the years ended December 31, 2021
and 2022, and the three months ended March 31, 2023.
oTell us the amount of the reimbursed costs for the years ended December 31,
2021 and 2022, and the three months ended March 31, 2023.
oTell us the nature of the reimbursed costs and how you account for them.
•Give us a brief summary of the nature of the breaches.
•Tell us what assets are at significant risk, why the assets are at risk, and the balance
of those assets on your balance sheet as of March 31, 2023.
•Tell us how you are accounting for the matter and why, citing the accounting
literature you applied.
13.Please tell us about your cryptocurrency custody policies and procedures and respond to
the following:
•Tell us the type of cryptocurrency and balance held by each of your third-party
custodians as of March 31, 2023.

 FirstName LastNamePatricia Trompeter
 Comapany NameSphere 3D Corp.
 June 23, 2023 Page 6
 FirstName LastName
Patricia Trompeter
Sphere 3D Corp.
June 23, 2023
Page 6
•Tell us what portion of your cryptocurrencies are held in hot wallets and cold wallets.
•Tell us the material terms of your arrangements with each third-party custodian,
including, for example, in what manner the relevant custodian is required to store
your cryptocurrency, whether it is contractually required to hold your cryptocurrency
in cold storage, what security precautions the custodian is required to undertake, what
inspection rights you have, and what type of insurance, if any, the custodian is
required to have to protect you from loss.
14.With respect to your agreement with Core Scientific, Inc., you disclose that as of
December 31, 2022, you had paid $35.1 million towards the Hosting Sub-Lease and that
you recorded a $15.7 million provision for losses on the pre-paid portion of the deposit
due to Core Scientific’s Chapter 11 bankruptcy filing in December 2022.  Please respond
to the following:
•Tell us the significant terms of your agreement and how you are accounting for the
agreement, including the initial $35.1 million payment.  Cite the accounting literature
used and how you applied it to your facts and circumstances.
•Tell us the nature and amounts of any assets or liabilities related to your agreements
with Core Scientific included in your balance sheet as of December 31, 2022 and
March 31, 2023.
            In closing, 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.
            You may contact Kate Tillan at 202-551-3604 or Rolf Sundwall at 202-551-3105 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       M. Ali Panjwani

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

CORRESP
1
filename1.htm

September
1, 2021

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, NE

Washington,
D.C. 20549-0405

Attention:
Austin Pattan

 RE: Sphere
                                            3D Corp.

Registration
Statement on Form F-3

Filed
August 26, 2021

File
No. 333-259092

Ladies
and Gentlemen:

Sphere
3D Corp. (the “Company”) hereby requests that the above-captioned registration statement (the “Registration Statement”)
be declared effective at 4:00 P.M., Eastern Time, on Thursday, September 2, 2021, or as soon thereafter as may be practicable.

We
acknowledge that a declaration by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement
is effective does not foreclose the Commission from taking any action with respect to the Registration Statement. We further acknowledge
that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the
disclosure in the Registration Statement. We understand that we may not assert staff comments to the Registration Statement or the declaration
of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities
laws of the United States.

If
you have any questions, please do not hesitate to contact the undersigned at peter.tassiopoulos@sphere3d.com or Eric M. Hellige of Pryor
Cashman LLP, outside counsel to the Company, at ehellige@pryorcashman.com (Tel: 212-326-0846).

    Very truly
    yours,

    /s/
    Peter Tassiopoulos

    Peter Tassiopoulos

    Chief Executive Officer

 cc: Eric
M. Hellige, Esq.

United States securities and exchange commission logo
August 30, 2021
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corp
895 Don Mills Road
Bldg. 2, Suite 900
Toronto, Ontario, Canada M3C 1W3
Re:Sphere 3D Corp
Registration Statement on Form F-3
Filed August 26, 2021
File No. 333-259092
Dear Mr. Tassiopoulos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Austin Pattan, Staff Attorney, at (202) 215-1319 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Eric Hellige

CORRESP
1
filename1.htm

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

    May 20, 2021

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

                Re:

                Sphere 3D Corp.

            Registration Statement on Form F-1, as amended (File No. 333-254742)

    Ladies and Gentlemen:

    As the underwriter of the proposed offering of Sphere 3D Corp. (the "Company"), we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 P.M., Eastern Time on Monday, May 24, 2021, or as soon thereafter as is practicable.

      The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

                Very truly yours,

                Maxim Group LLC

                By:

                /s/ Clifford A. Teller

                Name: Clifford A. Teller
Title: Head of Investment Banking, Executive Managing Director

CORRESP
1
filename1.htm

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

    May 20, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549-0405

    Attention:  Matthew Derby

    RE: Sphere 3D Corp.

     Registration Statement on Form F-1

     Filed March 26, 2021

     File No. 333-254742

    Ladies and Gentlemen:

     Sphere 3D Corp. (the "Company") hereby withdraws the Company's prior request that the above-captioned registration statement (the "Registration Statement") be declared effective at 5:00 P.M., Eastern Time on Wednesday, May 19, 2021, which was modified by oral communication with the Securities and Exchange Commission (the "Commission") to 5:00 P.M., Eastern Time on Thursday, May 20, 2021, and instead requests that the Registration Statement be declared effective at 5:00 P.M., Eastern Time on Monday, May 24, 2021, or as soon thereafter as may be practicable.

     We acknowledge that a declaration by the Commission or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.  We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.  We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If you have any questions, please do not hesitate to contact the undersigned at peter.tassiopoulos@sphere3d.com or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at ali.panjwani@pryorcashman.com (Tel: 212-326-0820).

    Very truly yours,

    /s/ Peter Tassiopoulos

    Peter Tassiopoulos

    Chief Executive Officer

    cc: M. Ali Panjwani, Esq.

CORRESP
1
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    Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

    May 17, 2021

    VIA EDGAR

    Securities and Exchange Commission

    100 F Street, N.E.

    Washington, DC 20549

                Re:

                Sphere 3D Corp.

            Registration Statement on Form F-1, as amended (File No. 333-254742)

    Ladies and Gentlemen:

    As the underwriter of the proposed offering of Sphere 3D Corp. (the "Company"), we hereby join the Company's request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 P.M., Eastern Time on Wednesday, May 19, 2021, or as soon thereafter as is practicable.

    The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

                Very truly yours,

                Maxim Group LLC

                By:

                /s/ Clifford A. Teller

                Name: Clifford A. Teller
Title: Head of Investment Banking, Executive
Managing Director

CORRESP
1
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    Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

    May 17, 2021

    VIA EDGAR

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, NE

    Washington, D.C. 20549-0405

    Attention:  Matthew Derby

    RE: Sphere 3D Corp.

     Registration Statement on Form F-1

     Filed March 26, 2021

     File No. 333-254742

    Ladies and Gentlemen:

     Sphere 3D Corp. (the "Company") hereby requests that the above-captioned registration statement (the "Registration Statement") be declared effective at 5:00 P.M., Eastern Time on Wednesday, May 19, 2021, or as soon thereafter as may be practicable.

     We acknowledge that a declaration by the Securities and Exchange Commission (the "Commission") or the staff, acting pursuant to delegated authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration Statement.  We further acknowledge that such a declaration of effectiveness does not relieve the Company from our full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement.  We understand that we may not assert staff comments to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     If you have any questions, please do not hesitate to contact the undersigned at peter.tassiopoulos@sphere3d.com or M. Ali Panjwani of Pryor Cashman LLP, outside counsel to the Company, at ali.panjwani@pryorcashman.com (Tel: 212-326-0820).

    Very truly yours,

    /s/ Peter Tassiopoulos

    Peter Tassiopoulos

    Chief Executive Officer

    cc: M. Ali Panjwani, Esq.

United States securities and exchange commission logo
March 30, 2021
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corp.
895 Don Mills Road, Bldg. 2, Suite 900
Toronto, Ontario, Canada M3C 1W3
Re:Sphere 3D Corp.
Registration Statement on Form F-1
Filed March 26, 2021
File No. 333-254742
Dear Mr. Tassiopoulos:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Matthew Derby, Staff Attorney, at (202) 551-3334 or Larry Spirgel, Office
Chief, at (202) 551-3815 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

CORRESP
1
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July 1, 2020

VIA EDGAR

        Edwin Kim

        Staff Attorney

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

Registration Statement on Form S-1

Filed May 20, 2020

File No. 333-238531

Dear Mr. Kim:

Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the “Act”), Sphere 3D Corp. (the “Company”) respectfully
requests that the effective date of the registration statement referred to above be accelerated so that it will become effective
at 4:00 p.m., Eastern Time, on Monday, July 6, 2020, or as soon as thereafter possible.

Also, the Company authorizes Ali Panjwani at
Pryor Cashman LLP, outside counsel to the Company, to verbally alter the requested date and time of effectiveness of the Registration
Statement with the Securities and Exchange Commission. Please call Mr. Panjwani at (212) 326-0820 as soon as the Registration Statement
has been declared effective.

        Very truly yours,

        SPHERE 3D CORP.

    By: /s/ Peter Tassiopoulos

    Peter Tassiopoulos, Chief Executive Officer

CORRESP
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June 30, 2020

VIA EDGAR

        Edwin Kim

        Staff Attorney

        U.S. Securities & Exchange Commission

        100 F Street, NE

        Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

Registration Statement on Form S-1

Filed May 20, 2020

File No. 333-238531

Dear Mr. Kim:

On behalf of Sphere 3D Corp. (the “Company”),
we are transmitting the following response to the telephone conversation you had with Ali Panjwani on May 28, 2020 regarding comments
from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
regarding the Registration Statement on Form S-1 (333-238531) (the “Registration Statement”) originally filed
with the Commission on May 20, 2020. For your convenience, the full text of the Staff’s comment is set forth below, and the
Company’s response to such comment directly follows the text.

General

1. Please file the Company’s Form
10-Q.

RESPONSE: The Company filed its Form 10-Q for the quarter
ended March 31, 2020 on June 24, 2020.

Principal Stockholders

2. The Selling Stockholders that beneficially
own more than 5% should be included in the Principal Stockholders table.

RESPONSE: The Registration Statement has been revised
accordingly.

Selling Stockholders

3. The entities listed as Selling Stockholders
should include in their respective footnotes the natural person who makes voting and dispositive decisions with respect to the
securities.

RESPONSE: The Registration Statement has been revised
accordingly.

Plan of Distribution

4. In the Plan of Distribution, it should
be made clear that the rights of Oasis Capital under the equity line are not transferable.

RESPONSE: The Registration Statement has been revised
accordingly.

5. There should be disclosure that Oasis
is an underwriter with respect to their securities.

RESPONSE: The Registration Statement has been revised
accordingly.

June 30, 2020

Page 2

Business

6. An illustration should be included based
on the closing price on a recent date, reflecting how many securities the company would presumably issue pursuant to the three
puts, and what proceeds the company would receive.

RESPONSE: The Registration Statement has been revised
accordingly.

We hope that the foregoing
has been responsive to the Staff’s comments. If you have any questions or comments regarding the foregoing, please feel free
to contact me at 212-326-0820 or ali.panjwani@pryorcashman.com.

    Very truly yours,

    /s/ M. Ali Panjwani, Esq.

    M. Ali Panjwani, Esq.

    Pryor Cashman LLP

Enclosure

cc:

Mr. Kim

SEC

Peter Tassiopoulos

Sphere 3D Corp.

Mail Stop 4561

April 23, 2018

Eric L. Kelly
Sphere 3D Corp.
Chief Executive Officer
240 Matheson Blvd. East,
Mississauga, Ontario  L4Z 1X1
Canada

Re: Sphere 3D Corp.
  Preliminary Proxy Statement of Schedule 14A
Filed  February 27, 2018
  File No.  001-36532

Dear Mr. Kelly :

We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence of action by the staff .

Sincerely,

 /s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc: Eric Sibbitt , Esq.
O’Melveny & Myers LLP

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

    O’Melveny & Myers LLP
    T: +1 650 473 2600
    File Number:

    2765 Sand Hill Road
    F: +1 650 473 2601
    0642360-00033

    Menlo Park, CA 94025-7019
    omm.com

    April 10, 2018

    VIA EDGAR

    Folake Ayoola

    Division of Corporation Finance

    Office of Information Technologies and Services

    U.S. Securities & Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Sphere 3D Corp.

    Preliminary Proxy Statement on Schedule 14A

    Filed February 27, 2018

    File No. 001-36532

Dear Ms. Ayoola:

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 March 12, 2018 (the “Comment Letter”), regarding the above
referenced preliminary proxy statement on Schedule 14A (the “Preliminary
Proxy Statement”).

For your convenience, we have reproduced the Staff’s comments
below and have provided a response below each comment. Capitalized terms used
but not defined in this letter shall have the meanings specified in the
Preliminary Proxy Statement.

Preliminary Proxy Statement on Schedule 14A filed February
27, 2018

Risk Factors relating to the Proposal to Approve the
Transaction Resolution, page 47

    1.

      You state on page 40 that shareholders should be aware
      that certain of the company’s directors and executive officers may have
      interests in the Share Purchase that are different from, or in addition
      to, those of your shareholders generally. Please revise to provide
      material risks related to the potential conflicts of
  interest.

      Response:

      In response to the Staff’s comment, the Company has
      revised page  49 of the Preliminary Proxy Statement to include the
      following risk factor:

    Century City • Los Angeles • Newport Beach •
      New York • San Francisco • Silicon Valley • Washington, DC
Beijing •
      Brussels • Hong Kong • London • Seoul • Shanghai • Singapore • Tokyo

“Certain of our executive officers and members of the
Board of Directors have interests in the Share Purchase that are different from,
or are in addition to, the interests of our Shareholders generally.

Certain of our executive officers
and directors have interests in the Share Purchase that are different from, or
are in addition to, the interests of our Shareholders generally, including,
among others, the payment of certain severance and equity acceleration
provisions that would be triggered as a result of the consummation of the Share
Purchase. These severance and equity acceleration provisions were agreed to by
the Company prior to the commencement of the negotiations with Purchaser. Our
Board of Directors was aware of these interests and considered them, among other
matters, in approving the Share Purchase Agreement and the Share Purchase and
making its recommendation that the Company shareholders vote in favor of the
Share Purchase. See the section of this proxy statement captioned “The Share
Purchase—Interests of Sphere 3D’s Directors and Executive Officers in the Share
Purchase” beginning on page  40 of this Proxy Statement for a detailed
description of the executive officers’ and directors’ material interests.”

    2.

      You state that you may fail to satisfy the continued
      listing standards of the NASDAQ Capital Market and may have to delist your
      common shares. Please provide us with a detailed analysis regarding the
      applicability of Rule 13e-3 of the Exchange Act to the proposed
      transaction. In this regard, we note that the Share Purchase may be deemed
      to constitute a sale of “substantially all of the assets” of the company
      and that Eric Kelly, the company’s chairman and chief executive officer,
      is a control person of the purchaser, Silicon Valley Technology Partners
      LLC. Additionally, you disclose that it is currently anticipated that the
      purchaser will offer to Kurt L. Kalbfleisch, the company’s chief financial
      officer, a position at Silicon Valley Technology Partners LLC to serve as
      the chief financial officer of the purchaser, and will offer to Jenny Yeh,
      the company’s general counsel, a position to serve as the general counsel
      of the purchaser. If you believe one of the exceptions in Rule 13e-3(g)
      applies, please identify the exception and outline the facts supporting
      your reliance on it. For guidance, please refer to the Going Private
      Transactions, Exchange Act Rule 13e-3 and Schedule 13E-3 Compliance and
      Disclosure Interpretations.

      Response: In response to the Staff’s comment, the Company
      respectfully advises the Staff that, after careful consideration of Rule
      13e-3, the Company determined (as further described below) that the
      proposed purchase of the outstanding shares of Overland Storage, Inc.
      (“Overland Storage”) by Silicon Valley Technology Partners LLC from the
      Company (the “Share Purchase”) does not constitute a “Rule 13e-3
      transaction” within the meaning of Rule 13e-3 because there is neither any
      reasonable likelihood nor any purpose of producing, either directly or
      indirectly, any of the effects described in Rule
13e-3(a)(3)(ii).

      Although a risk factor was included in the Proxy
      Statement which stated that the Company may fail to satisfy continued
      listing standards of The NASDAQ Capital Market and may have to delist the
      Company’s common shares, there is not a reasonable likelihood of such an
      effect. To satisfy the Continued Listing Standards of The NASDAQ Capital
      Market under Section 5550(a) and Section 5550(b)(1) thereof, an issuer
      must (i) have stockholders’ equity of at least $2.5 million, (ii) have at
      least 500,000 publicly held shares, (iii) have a market value of publicly
      held securities of at least $1 million, (iv) have a bid price of $1, (v) have at
least 300 public holders and (vi) have two market makers.

2

The Company believes that it will
continue to satisfy such Continued Listing Standards of The NASDAQ Capital
Market, as more fully outlined below:

    •

      As set forth in the Pro Forma Financials, the Company
      expects to have stockholders’ equity of at least $2.5 million.

    •

      As of March 31, 2018, the Company had outstanding
      9,427,695 common shares, the vast majority of which are publicly held.

    •

      The Company reasonably believes that the bid price for a
      common share will be at least $1 per share following the consummation of
      the Share Purchase. First, by selling Overland Storage for $45 million,
      the Company will use the proceeds therefrom to repay its obligations under
      the Opus Credit Agreement, FBC Note and the MFV Note and upon the closing
      will no longer be liable for the obligations of Overland Storage. The
      Company believes that the loss of revenue from Overland Storage will be
      offset by the repayment of such outstanding debt and the Company’s ceasing
      to be responsible for the obligations of Overland Storage. Accordingly,
      the Company believes that the underlying value of the Company’s common
      shares will remain at least the same as prior to the consummation of the
      Share Purchase and given the three-month closing average per share price
      of the Company’s common shares ending on April 5, 2018 is $2.12 per share
      (which we believe more accurately reflects the value of the Company than
      the Company’s current share price), the Company believes the stock price
      will be at least $1 per share following the consummation of the Share
      Purchase.

    •

      The Company reasonably believes that following the
      closing of the contemplated transaction the publicly held common shares
      will have a market value in excess of $1 million. As noted above, the
      Company believes that following the closing of the Share Purchase, the
      Company will continue to have at least the same underlying value as prior
      to the consummation of the Share Purchase. Given that the vast majority of
      the shares of the Company are publicly held and that the Company’s current
      market capitalization is in excess of $8 million, the Company reasonably
      believes that the publicly held common shares will have a market value in
      excess of $1 million.

    •

      The Company has over 300 public shareholders.

    •

      The Company has at least two market makers.

Based on this information, there is
not a reasonable likelihood that the Company will not continue to meeting the
listing requirements of The NASDAQ Capital Market.

In response to the Staff’s comment and
based on the above, we will revise the Proxy Statement as follows:

3

Page 3: “following the completion of the Share Purchase,
although we do not believe there is a reasonable likelihood of such an
effect, we may fail to satisfy the continued listing standards of The NASDAQ
Capital Market and may have to delist our Common Shares”

Page 13: “Even though we currently satisfy the continued
listing standards for The NASDAQ Capital Market and, although we do not
believe there is a reasonable likelihood of such an effect, there can be no
assurances that following the completion of the Share Purchase we will satisfy
the continued listing standards of The NASDAQ Capital Market.”

Page 17: “although we do not believe there is a reasonable
likelihood of such an effect, we may fail to satisfy the continued listing
standards of The NASDAQ Capital Market and may have to delist our Common Shares”

Page 49: “Following the completion of the Share Purchase,
although we do not believe there is a reasonable
likelihood of such an effect, we may fail to satisfy the
continued listing standards of The NASDAQ Capital Market and may have to delist
our Common Shares.

Even though we currently satisfy
the continued listing standards for The NASDAQ Capital Market and although we
do not believe there is a reasonable likelihood of such an effect, following
the completion of the Share Purchase, we may fail to satisfy the continued
listing standards of The NASDAQ Capital Market. In the event that we are unable
to satisfy the continued listing standards of The NASDAQ Capital Market, our
Common Shares may be delisted from that market. Any delisting of our Common
Shares from The NASDAQ Capital Market could adversely affect:

    •
    our ability to attract new investors;

    •
    decrease the liquidity of our outstanding
      Common Shares;

    •
    reduce our flexibility to raise additional
      capital;

    •
    reduce the price at which our Common Shares
      trade; and

    •
    increase the transaction costs inherent in
      trading such Common Shares with overall negative effects for our
      Shareholders.

In addition, delisting of our
Common Shares could deter broker-dealers from making a market in or otherwise
seeking or generating interest in our Common Shares, and might deter certain
institutions and persons from investing in our securities at all. For these
reasons and others, delisting could adversely affect the price of our Common
Shares and our business, financial condition and results of operations.”

General

    3.

      Please revise to include the financial information
      called for by Item 14 of Schedule 14A, including Items 14(c)(1), 14(c)(2)
      and (b)(8)-(11), as applicable. Your revision should include your audited
      financial statements for the most recent fiscal year and the unaudited
      financial statements of the business to be disposed for the two most
      recent fiscal years as well as pro forma
financial information giving effect to the disposition of the business
for the latest two completed fiscal years. Alternatively, please tell us why you
believe such financial information is not material. In this regard, we note that
the sale of your Overland Storage subsidiary to Silicon Valley Technology
Partners appears to involve a sale of substantially all your assets. We also
note that you do not intend to distribute the net proceeds of the Share Purchase
to your shareholders, but intend to use the proceeds from the Share Purchase to
repay outstanding obligations. We finally note that financing is not assured and
your disclosure that there is a risk that the financing may not be available.
For guidance, please refer to Section H.6. of our July 2001 Interim Supplement
to Publicly Available Telephone Interpretations.

4

Response:

  In response to the Staff’s comment,
the Company has revised the Preliminary Proxy Statement to (i) include the
Company’s audited financial statements for the year ended December 31, 2017 by
incorporating by reference into the Preliminary Proxy Statement the Company’s
Annual Report on Form 10-K (File No. 001-36532) filed with the SEC on March 21,
2018, (ii) unaudited financial statements of the Overland Storage business,
excluding the Merged Business and the Snap Business for the two most recent
fiscal years and (iii) pro forma financial information of the Company giving
effect to the Share Purchase for the latest two completed fiscal years (the “Pro
Forma Financials”).

*****

If you have additional questions or require additional
information with respect to this letter, please do not hesitate to contact me at
(650) 473-2613 or psieben@omm.com with any questions or comments regarding this
letter.

    Sincerely,

    /s/ Paul Sieben

    Paul Sieben

    of O’Melveny & Myers LLP

    cc:
    Eric Kelly, Sphere 3D Corp.

    Jenny Yeh, Sphere 3D Corp.

5

ANNEX A

The undersigned hereby acknowledges that in connection with the
Schedule 14A filed on February 27, 2018 (File No. 001-36532), as amended or
supplemented:

    •

      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.

Dated: April 10, 2018

    Sphere 3D Corp.

    By:
    /s/
      Eric Kelly

    Name:
    Eric Kelly

    Title:
    Chief Executive Officer

6

Mail Stop 4561
March 12, 2018

Eric L. Kelly
Sphere 3D Corp.
Chief Executive Officer
240 Matheson Blvd. East,
Mississauga, Ontario  L4Z 1X1
Canada

Re: Sphere 3D Corp.
  Preliminary Proxy Statement of Schedule 14A
Filed  February 27, 2018
  File No.  001-36532

Dear Mr. Kelly :

We have limited our review of your filing 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments appl y to your facts and circumstances, please tell us why in your response.

After reviewing your response and any amendment you may file in response to these
comments , we may have  additional comments.

Risk Factors relating to the Proposal to Approve the Transaction Resolution, page 47

1. You state on page 40 that shareholders should be aw are that certain of the company’ s
directors and executive officers may have interests in the Share Purchase that are
different from, or in addition to, those of your sh areholders generally. Please revise to
provide material risks related to the potential conflicts of interest.

Eric L. Kelly
Sphere 3D Corp.
March 12, 2018
Page 2

 “Following the completion of the Share Purchase, we may fail to satisfy the continued listing
standards of NASDAQ Capital Market and may hav e to delist our Common Shares…,”  page 49

2. You state that you may fail to satisfy the continued listing standards of the NASDAQ
Capital Market and may have to delist your common shares. Please provide us with a
detailed analysis regarding the applicability of Rule 13e -3 of the Exchange Act to the
proposed transaction. In this regard, we note that the Share Purchase may be deemed to
constitute a sale of “substantially all of the assets” of the company and that Eri c Kelly,
the company’s chairman and chief executive officer, is a control person of the purchaser,
Silicon Valley Technology Partners LLC. Additionally, you disclose that it is currently
anticipated that the purchaser will offer to Kurt L. Kalbfleisch, the  company’s chief
financial officer, a position at Silicon Valley Technology Partners LLC to serve as the
chief financial officer of the purchaser, and will offer to Jenny Yeh, the company’s
general counsel, a position to serve as the general counsel of the  purchaser. If you believe
one of the exceptions in Rule 13e -3(g) applies, please identify the exception and outline
the facts supporting your reliance on it. For guidance, please refer to the Going Private
Transactions, Exchange Act Rule 13e -3 and Schedul e 13E -3 Compliance and Disclosure
Interpretations.

General

3. Please revise to include the financial information called for by Item 14 of Schedule 14A,
including Items 14(c)(1), 14(c)(2) and (b)(8) -(11), as applicable. Your revision should
include your audited financial statements for the most recent fiscal year and the unaudited
financial statements of the business to be disposed for the two most recent fiscal years as
well as pr o forma financial information giving effect to the disposition of the business for
the latest two completed fiscal years. Alternatively, please tell us why you believe such
financial information is not material. In this regard, we note that the sale of you r
Overland Storage subsidiary to Silicon Valley Technology Partners appears to involve a
sale of substantially all your assets.  We also note that you do not intend to distribute the
net proceeds of the Share Purchase to your shareholders, but intend to us e the proceeds
from the Share Purchase to repay outstanding obligations. We finally note that financing
is not assured and your disclosure that there is a risk that the financing may not be
available. For guidance, please refer to Section H.6. of our July 2001 Interim Supplement
to Publicly Available Telephone Interpretations.

Eric L. Kelly
Sphere 3D Corp.
March 12, 2018
Page 3

 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 Edwin Kim, Attor ney-Advisor,  at (202) 551 -3297 or me at
(202) 551 -3673 with any questions.

Sincerely,

 /s/ Folake Ayoola

Folake Ayoola
Special Counsel
Office of Information Technologies
and Services

cc: Jenny Yeh , Esq.

CORRESP
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August 28, 2017

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn: Jan Woo, Branch Chief - Legal, Office of Information Technologies and
Services

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-219383), As Amended

Dear Ms. Woo:

Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the
“Securities Act”), Sphere 3D Corp. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 4:00 p.m. Eastern Daylight Time, on
August 28, 2017, or as soon thereafter as practicable.

The Registrant confirms that it
is aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the registration of the
securities specified in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt,
Esq., who is an attorney with the Registrant’s outside legal counsel, O’Melveny
& Myers LLP, may orally request via telephone call to the staff to modify or
withdraw this request for acceleration.

On behalf of the Registrant, the
undersigned acknowledges that the disclosure in the Registration Statement is
the responsibility of the Registrant and that:

    •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

    •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

    •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by
telephone call to Mr. Eric Sibbitt, Esq. of O’Melveny & Myers LLP at (415)
984-8777. Please also send a copy of the written order from the Commission
verifying the effective time and date of the Registration Statement to O’Melveny
& Myers LLP, Attention: Eric Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq.
via telephone at (415) 984-8777, to communicate any questions you might have
regarding this letter or the Registration Statement. Thank you for your
cooperation in this matter.

    Very truly yours,

    SPHERE 3D CORP.

    By:
     /s/ Eric L. Kelly

    Name:
    Eric L. Kelly

    Title:
    Chief Executive Officer

    cc:

      Eric Sibbitt, Esq., O’Melveny & Myers LLP

      Paul
      Sieben, Esq., O’Melveny & Myers LLP

July 28 , 2017
Mail Stop 4561

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

Re: Sphere 3D Corp.
  Registration Statement on Form F-3
Filed  July 20, 2017
  File No.  333-219383

Dear Mr. Kelly :

This is to advise you that we have not reviewed and will not review your registration
statement .

Please refer to Rules 460 and 461 regarding requests for acceleration.  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 Edwin Kim, Attor ney-Advisor,  at (202) 551 -3297 or me at (202) 551 -3453
with any questions.

Sincerely,

 /s/ Jan Woo

Jan Woo
Branch Chief - Legal
Office of Information Technologies
and Services

cc: Eric Sibbitt , Esq.
O’Melveny & Myers LLP

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

June 27, 2017

VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    U.S. Securities & Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:
    Jan Woo

    Legal Branch Chief, Office of Information
      Technologies and Services

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-1/A
      (File No. 333-217548)

Dear Ms. Woo:

     Pursuant to Rule 461 of the General
Rules and Regulations under the Securities Act of 1933, as amended (the
“Securities Act”), Sphere 3D Corp. (the “Registrant”) hereby
respectfully requests that the effectiveness of the above-referenced
Registration Statement be accelerated to 4:30 p.m. Eastern Standard Time, on
June 27, 2017, or as soon thereafter as practicable.

     The Registrant confirms that it is
aware of its responsibilities under the Securities Act and the Securities
Exchange Act of 1934, as amended, as they relate to the registration of the
securities specified in the above-referenced Registration Statement.

     The Registrant or Mr. Eric Sibbitt,
Esq., who is an attorney with the Registrant’s outside legal counsel, O’Melveny
& Myers LLP, may orally request via telephone call to the staff to modify or
withdraw this request for acceleration.

     On behalf of the Registrant, the
undersigned acknowledges that the disclosure in the Registration Statement is
the responsibility of the Registrant and that:

  should the Securities and Exchange Commission (the “Commission”) or
  the staff, acting pursuant to delegated authority, declare the filing of the
  Registration Statement effective, it does not foreclose the Commission from
  taking any action with respect to the filing;

  the action of the Commission or the staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Registrant
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

  the Registrant may not assert staff comments and the declaration of
  effectiveness as a defense in any proceeding initiated by the Commission or
  any person under the federal securities laws of the United States.

     The undersigned respectfully requests
that it be notified of the effectiveness of the Registration Statement by
telephone call to Mr. Eric Sibbitt, Esq. of O’Melveny & Myers LLP at (415)
984-8777. Please also send a copy of the written order from the Commission
verifying the effective time and date of the Registration Statement to O’Melveny
& Myers LLP, Attention: Eric Sibbitt, Esq., by facsimile at (415) 984-8701.

     Please contact Mr. Eric Sibbitt, Esq.
via telephone at (415) 984-8777, to communicate any questions you might have
regarding this letter or the Registration Statement. Thank you for your
cooperation in this matter.

    Very truly yours,

    SPHERE 3D CORP.

    By:
    /s/ Eric L. Kelly

    Name:
    Eric L. Kelly

    Title:
    Chief Executive Officer

    cc:

      Eric Sibbitt, Esq., O’Melveny & Myers LLP
Paul
      Sieben, Esq., O’Melveny & Myers LLP

CORRESP
1
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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.

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

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

April 25, 2016

VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn:
    Barbara Jacobs, Assistant Director

    Mark P. Shuman, Branch Chief -
      Legal Office of Information Technologies and Services

    Ji Shin, Legal Office of
      Information Technologies and Services

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-210735)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on April 26, 2016, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

      •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

      •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

      •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

Very truly yours,

SPHERE 3D CORP.

    By:
    /s/
      Eric L. Kelly

    Name: Eric L. Kelly

    Title:   Chief Executive Officer

    cc:

      Eric Sibbitt, Esq., O’Melveny & Myers LLP

    Paul Sieben, Esq., O’Melveny & Myers
  LLP

Mail Stop 4561
April 21 , 2016

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

Re: Sphere 3D Corp.
  Registration Statement on Form F-3
Filed  April 13, 2016
  File No.  333-210735

Dear Mr. Kelly :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the

Eric L. Kelly
Sphere 3D Corp.
April 21 , 2016
Page 2

 fact that those requesting acceleration are aware of their respective responsibilities unde r the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact Ji Shin at (202) 551 -3579  or me at (202) 551 -3462 with any questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies
and Services

CORRESP
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   Sphere 3D Corp.: Correspondence - Filed by newsfilecorp.com

December 15, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:     Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-207384)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on December 15, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

  should the Securities and Exchange Commission (the “Commission”) or
  the staff, acting pursuant to delegated authority, declare the filing of the
  Registration Statement effective, it does not foreclose the Commission from
  taking any action with respect to the filing;

  the action of the Commission or the staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Registrant
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

  the Registrant may not assert staff comments and the declaration of
  effectiveness as a defense in any proceeding initiated by the Commission or
  any person under the federal securities laws of the United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

Very truly yours,

SPHERE 3D CORP.

By: /s/ Eric L. Kelly

       Name: Eric L. Kelly
       Title: Chief
Executive
Officer

cc:   Eric Sibbitt, Esq., O’Melveny & Myers LLP

        Paul Sieben, Esq., O’Melveny
& Myers LLP

CORRESP
1
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   Sphere 3D Corp.: Correspondence - Filed by newsfilecorp.com

December 14, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:     Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-207384)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on December 14, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

  should the Securities and Exchange Commission (the “Commission”) or
  the staff, acting pursuant to delegated authority, declare the filing of the
  Registration Statement effective, it does not foreclose the Commission from
  taking any action with respect to the filing;

  the action of the Commission or the staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Registrant
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

  the Registrant may not assert staff comments and the declaration of
  effectiveness as a defense in any proceeding initiated by the Commission or
  any person under the federal securities laws of the United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

Very truly yours,

SPHERE 3D CORP.

By: /s/ Kurt
Kalbfleisch

       Name: Kurt
Kalbfleisch
       Title: Chief Financial
Officer

cc:   Eric Sibbitt, Esq., O’Melveny & Myers LLP

        Paul Sieben, Esq., O’Melveny
& Myers LLP

CORRESP
1
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   Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

    BEIJING
    Two Embarcadero Center, 28th Floor
    NEW YORK

    BRUSSELS
    San Francisco, California 94111-3823

    SEOUL

    CENTURY CITY

     SHANGHAI

    HONG KONG
    TELEPHONE (415) 984-8700
    SILICON VALLEY

    LONDON
    FACSIMILE (415) 984-8701
    SINGAPORE

    LOS ANGELES
    www.omm.com
    TOKYO

    NEWPORT BEACH

    WASHINGTON, D.C.

    WRITER'S DIRECT DIAL

    (415) 984-8777

    November 11, 2015

    WRITER'S E-MAIL ADDRESS

    esibbitt@omm.com

VIA EDGAR AND FEDERAL EXPRESS

Matthew Crispino
Staff Attorney, 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-3

    Filed October 13, 2015

    File No. 333-207384

Dear Mr. Crispino:

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 October 29, 2015 (the “Comment Letter”), regarding the above
referenced registration statement on Form F-3 (the “Registration
Statement”). The Company has revised 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.

      We note that in December 2014 you entered into a
      revolving credit agreement (the “Credit Agreement”) with FBC Holdings, a
      related party affiliated with Cyrus Capital Partners. We note further that
      in February and March 2015, you issued FBC Holdings warrants to purchase
      up to 300,000 common shares. Although the
warrants were disclosed in the Form 40-F filed on March 31,
      2015 and the Form 8-K filed on August 13, 2015, the company does not
      appear to have explained in either filing why the warrants were issued. In
      the Schedule 13D/A filed by Cyrus Capital Partners on August 4, 2015, the
      filer states that each of the warrants was issued “in connection with a $1
      million increase in funding by FBC under the Revolving Credit Agreement.
      We note that at the time of the February and March issuances, the Credit
      Agreement did not appear to require issuance of warrants in connection
      with revolver draws. That requirement appears to have been added to the
      agreement in the first amendment dated as of July 10, 2015.

Mr. Matthew Crispino –November 11, 2015 –Page 2

      Please tell us the reason for the issuance of the
      warrants to FBC Holdings in February and March 2015. If the warrants were
      issued in connection with revolver draws, please explain why this
      connection was not disclosed in the company’s filings. Please also advise
      why the company issued the warrants if it was not required to do so at the
      time by the Credit Agreement. Finally, please advise why Cyrus Capital
      Partners waited more than four months to file an amended Scheduled 13D
      disclosing receipt of the warrants.

      Response:

      The warrants were not a part of the original credit
      agreement. However, any loans under the agreement in excess of $2 million
      are at the sole discretion of the lender. As a condition to its lending of
      amounts in excess of $2 million to the Company, the lender required these
      warrants be issued.

      The financial statements disclose the issuance of the
      warrants in connection with non- cash financing activities on the face of
      the statement of cash flows in the first and second quarter financial
      statements, Note 7 in the Company's most recent annual financial
      statements, the interim consolidated financial statements for the three
      months ended March 31, 2015 and the three and six months ended June 30,
      2015. In future filings, the Company will add that the warrants were
      issued "in connection with draws on our credit agreement" on the face of
      the statement of cash flows, in Note 6 and Note 7 in the Company’s
      financial statements. In addition, we have updated the summary of “The
      Offering” within the Amended Registration Statement to include this
      information.

      The Company was not involved with and did not advise
      Cyrus Capital Partners in connection with the filing of their amended
      Schedule 13D. As a result, the Company cannot advise the Staff regarding
      their filing.

    2.

      We note that the exercise prices for the warrants
      issued on February 19, 2015, March 6, 2015 and March 20, 2015 are $4.50,
      $7.21 and $5.02, respectively. In your response letter, please explain how
      these exercise prices were calculated.

Mr. Matthew Crispino –November 11, 2015 –Page 3
Response:

For each of the above-noted warrant
issuances, based on discussions between the Company and Cyrus, the exercise
price was set at 110% of the closing price for the common shares of the Company
on the Nasdaq Global Market on the last complete trading day immediately prior
to issuance. We have updated the summary of “The Offering” within the Amended
Registration Statement to include 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

November 11, 2015

VIA EDGAR AND FEDERAL EXPRESS

Matthew Crispino
Staff Attorney, 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-3

    Filed October 13, 2015

    File No. 333-207384

Dear Mr. Crispino:

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 October 29, 2015, 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.

Mail Stop 4561

October 29, 2015

Eric L. Kelly
Chief Executive Officer
Sphere 3D Corp.
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corp.
  Registration Statement on Form F -3
Filed October 13, 2015
  File No. 333 -207384

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 disclosur e.

Please respond to this letter by amending your registration statement and providing the
requested information.   If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why i n 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. We note that in December 2014 you entered into a revolving credit agreement (the
“Credit Agreement”) with FBC Holdings, a related party affiliated with Cyrus Capital
Partners.  We note further that in February and March 2015, you issued FBC Holdings
warrants to purchase up to 300,000 commo n shares.  Although the warrants were
disclosed  in the Form 40 -F filed on March 31, 2015 and the Form 8 -K filed on August
13, 2015, the company does not appear to have explained in either filing why the
warrants were issued.  In the Schedule 13D/A filed by  Cyrus Capital Partners on August
4, 2015, the filer states that each of the warrants was issued “in connection with a $1
million increase in funding by FBC under the Revolving Credit Agreement.”  We note
that at the time of the Februa ry and March issuances,  the Cred it Agreement did not
appear to require issuance of warrants in c onnection wi th revolver draws .  That

Eric L. Kelly
Sphere 3D Corp.
October 29, 2015
Page 2

 requirement appears to have been added to the agreement  in the first amendment dated as
of July 10, 2015.

Please tell us the reason for the issuanc e of the warrants to FBC Holdings in February and
March 2015.  If the warrants were issued in connection with revolver draws, please
explain why this connection was not disclosed in the company’s filings.  Please also
advise why the company issued the warr ants if it was not required to do so at the time by
the Credit Agreement.  Finally, please advise why Cyrus Capital Partners waited more
than four months to file an amended Scheduled 13D disclosing receipt of the warrants.

2. We note that the exercise p rices for the warrants issued on February 19, 2015, March 6,
2015 and March 20, 2015 are $4.50, $7.21 and $5.02, respectively.  In your response
letter, please explain how these exercise prices were calculated.

We urge all persons who are responsible fo r the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 1933 and
all applicable Securities Act rules require.   Since the company and its management are in
possession of all fa cts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement , please provide a written statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; an d

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rules 461 regarding request s for acceleration.  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the
registration statement.

Eric L. Kelly
Sphere 3D Corp.
October 29, 2015
Page 3

Please contact me at (202) 551 -3456 with any questions.  If you require further assistance,
please contact Barbara C. Jacobs, Assistant Dir ector, at (202) 551 -3730.

Sincerely,

 /s/ Matthew Crispino

Staff Attorney
Office of Information Technologies
and Services

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

CORRESP
1
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   Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

    October 13, 2015

    VIA EDGAR

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, D.C. 20549

    Attn: Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-206359)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on October 13, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

    •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

    •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

    •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

    Very truly yours,

    SPHERE 3D CORP.

    By:
    /s/
      Eric L. Kelly

    Name:   Eric L. Kelly

    Title:     Chief Executive
      Officer

    cc:
    Eric Sibbitt, Esq., O’Melveny & Myers LLP

    Paul Sieben, Esq., O’Melveny & Myers LLP

CORRESP
1
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   Sphere 3D Corporation: CORRESP - Filed by newsfilecorp.com

October 5, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:      Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-206359)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on October 6, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

    •
    should the Securities and Exchange Commission
      (the “Commission”) or the staff, acting pursuant to delegated
      authority, declare the filing of the Registration Statement effective, it
      does not foreclose the Commission from taking any action with respect to
      the filing;

    •
    the action of the Commission or the staff,
      acting pursuant to delegated authority, in declaring the filing effective,
      does not relieve the Registrant from its full responsibility for the
      adequacy and accuracy of the disclosure in the filing; and

    •
    the Registrant may not assert staff comments
      and the declaration of effectiveness as a defense in any proceeding
      initiated by the Commission or any person under the federal securities
      laws of the United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

    Very truly yours,

    SPHERE 3D CORP.

     By:
    /s/ Eric L. Kelly

    Name: Eric L. Kelly

    Title: Chief Executive Officer

    cc:
    Eric Sibbitt, Esq., O’Melveny & Myers LLP

    Paul Sieben, Esq., O’Melveny & Myers LLP

    Matthew Crispino, Securities and Exchange
    Commission

CORRESP
1
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   Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

August 27, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:      Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-206357)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on August 28, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

    •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

    •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

    •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

    Very truly yours,

    SPHERE 3D
      CORP.

    By:
    /s/
      Eric L. Kelly

    Name: Eric L. Kelly

    Title: Chief Executive
  Officer

cc:      Eric Sibbitt, Esq., O’Melveny
& Myers LLP

           Paul Sieben,
Esq., O’Melveny & Myers LLP

CORRESP
1
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   Sphere 3D Corp.: CORRESP - Filed by newsfilecorp.com

August 27, 2015

VIA EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549

Attn:      Barbara Jacobs, Assistant Director

    Re:
    Request for Effectiveness for Sphere 3D
      Corp.

    Registration Statement on Form F-3 (File
      No. 333-206358)

Dear Ms. Jacobs:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended (the “Securities Act”), Sphere 3D
Corp. (the “Registrant”) hereby respectfully requests that the
effectiveness of the above-referenced Registration Statement be accelerated to
4:00 p.m. Eastern Standard Time, on August 28, 2015, or as soon thereafter as
practicable.

The Registrant confirms that it is aware of its
responsibilities under the Securities Act and the Securities Exchange Act of
1934, as amended, as they relate to the registration of the securities specified
in the above-referenced Registration Statement.

The Registrant or Mr. Eric Sibbitt, Esq., who is an attorney
with the Registrant’s outside legal counsel, O’Melveny & Myers LLP, may
orally request via telephone call to the staff to modify or withdraw this
request for acceleration.

On behalf of the Registrant, the undersigned acknowledges that
the disclosure in the Registration Statement is the responsibility of the
Registrant and that:

    •

      should the Securities and Exchange Commission (the
      “Commission”) or the staff, acting pursuant to delegated authority,
      declare the filing of the Registration Statement effective, it does not
      foreclose the Commission from taking any action with respect to the
      filing;

    •

      the action of the Commission or the staff, acting
      pursuant to delegated authority, in declaring the filing effective, does
      not relieve the Registrant from its full responsibility for the adequacy
      and accuracy of the disclosure in the filing; and

    •

      the Registrant may not assert staff comments and the
      declaration of effectiveness as a defense in any proceeding initiated by
      the Commission or any person under the federal securities laws of the
      United States.

The undersigned respectfully requests that it be notified of
the effectiveness of the Registration Statement by telephone call to Mr. Eric
Sibbitt, Esq. of O’Melveny & Myers LLP at (415) 984-8777. Please also send a
copy of the written order from the Commission verifying the effective time and
date of the Registration Statement to O’Melveny & Myers LLP, Attention: Eric
Sibbitt, Esq., by facsimile at (415) 984-8701.

Please contact Mr. Eric Sibbitt, Esq. via telephone at (415)
984-8777, to communicate any questions you might have regarding this letter or
the Registration Statement. Thank you for your cooperation in this matter.

    Very truly yours,

    SPHERE 3D
      CORP.

    By:
    /s/
      Eric L. Kelly

    Name: Eric L. Kelly

    Title: Chief Executive
  Officer

cc:      Eric Sibbitt, Esq., O’Melveny
& Myers LLP

Paul Sieben, Esq., O’Melveny & Myers LLP

CORRESP
1
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   Sphere 3D Corporation: CORRESP - Filed by newsfilecorp.com

August 27, 2015

VIA EDGAR

United States Securities and
Exchange Commission
Division of Corporation Finance
100 F Street, N.E.

Washington, D.C. 20549

    Attn:
    Mark P. Shuman, Branch Chief – Legal

    Office of Information Technologies

    and Services

    Re:
    Acknowledgment of Staff Comment

    Sphere 3D Corp. Registration Statement on
      Form F-3 (File No. 333-206357)

Dear Mr. Shuman:

On behalf of Sphere 3D Corp. (the
"Registrant"), we hereby acknowledge receipt of a voicemail message from Matthew
Crispino, Esq. of the Securities and Exchange Commission, on August 24, 2015, to
Paul Sieben, Esq. of O'Melveny & Myers LLP regarding the above-referenced
Registration Statement. The Registrant has amended the above-referenced
Registration Statement to update the existing Exhibit 5.1 opinion of counsel and
add a new opinion of counsel at Exhibit 5.2. In addition, the Registrant has
updated the prospectus contained in the above-referenced Registration Statement.

Please contact Mr. Eric Sibbitt, Esq.
via telephone at (415) 984-8777, to communicate any questions you might have
regarding this letter or the Registration Statement. Thank you for your
cooperation in this matter.

    Very truly yours,

    /s/ Eric Sibbitt

    Eric Sibbitt, Esq.

    of O'MELVENY & MYERS LLP

    cc:

      Eric L. Kelly, Sphere 3D Corp.

      Paul Sieben, Esq., O'Melveny & Myers LLP

August 24, 2015

Eric L. Kelly
Chief Executive Officer
Sphere 3D Corp.
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corp.
  Registration Statement on Form F-3
Filed  August 14, 2015
  File No.  333-206358

Dear Mr. Kelly :

This is to advise you that we have not  reviewed and will not review your registration
statement .

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are  in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in th e filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regard ing requests for  acceleration .  We will consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the

Eric L. Kelly
Sphere 3D Corp.
August 24, 2015
Page 2

 Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

You may contact  Matthew Crispino, Staff Attorney,  at (202) 551 -3456  with any
questions.

Sincerely,

 /s/ Mark P. Shuman

Mark P. Shuman
Branch Chief – Legal
Office of Information Technologies
and Services

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

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

November 6, 2014

VIA EDGAR

Securities and Exchange Commission
100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Sphere 3D Corporation Registration Statement
      on Form F-4 (File No. 333-197569)

Ladies and Gentlemen:

Pursuant to Rule 461(a) under the Securities Act of 1933, as
amended, Sphere 3D Corporation (the “Company”) hereby respectfully requests that
the Securities and Exchange Commission (the “Commission”) accelerate the
effective date of the above-referenced registration statement on Form F-4, as
amended (the “Registration Statement”), to November 7, 2014 at 4:00 p.m.
(Eastern) or as soon as practicable thereafter.

Company hereby acknowledges that:

    should the Commission or the staff, acting pursuant to delegated
  authority, declare the filing effective, it does not foreclose the Commission
  from taking any action with respect to the filing;

    the action of the Commission or the staff, acting pursuant to delegated
  authority, in declaring the filing effective, does not relieve the Company
  from its full responsibility for the adequacy and accuracy of the disclosure
  in the filing; and

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

The Company also respectfully requests that the Commission
confirm to it, in writing, the effective date and time of the Registration
Statement.

[Remainder of page intentionally left blank.]

Securities and Exchange Commission, p. 2
November 6, 2014

Sincerely,

      Sphere
3D Corporation

By: /s/ Scott Worthington

       Scott Worthington

       Chief Financial Officer

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

November 6, 2014

Barbara C. Jacobs
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange
      Commission

    Staff Comments dated November 5, 2014,
      regarding

    Sphere 3D Corporation

    Amendment No. 3 to Joint Proxy/Registration
      Statement on Form F-4

    Filed October 31, 2014

    File No. 333-197569

Dear Ms. Jacobs:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
November 5, 2014 letter (the “Comment Letter”) regarding the
above-referenced Amendment No. 3 to the Joint Proxy/Registration Statement on
Form F-4 (the “F-4”) of Sphere 3D Corporation (“Sphere 3D”) and
Overland Storage Inc. (“Overland”). For your convenience, the comments of
the Staff are included below in bold and we have numbered our responses
accordingly.

Concurrently with the filing of this response to the Comment
Letter, Sphere 3D has filed an amendment No. 4 to the F-4 (the “Amended
F-4”).

Our responses are as follows:

Proposal One – The Merger

Background of the Merger, page 51

Staff Comment No. 1.

In the first paragraph on page 59, you reference a draft
PowerPoint presentation prepared by Mr. Tassiopoulos together with Cormark that
was circulated to the Sphere 3D board on May 5, 2014, as well as a financial
model prepared by Cormark that Mr. Tassiopoulos shared with the board at the
same meeting. Please tell us whether the financial model prepared by Cormark
referred to here contains substantially the same data as that included in the
materials prepared by Cormark that are filed with Annex E to your Form F-4. If
so, please provide disclosure to this effect. In addition, please ensure that
the information called for by Item 4(b) of Form F-4 is provided with respect to
the materials prepared by Cormark that were presented at the May 5th meeting,
and file the

Barbara C. Jacobs
November 6, 2014
Page 2

PowerPoint presentation and financial model pursuant to Item
21(c) of Form F-4 or tell us how you concluded such materials are not required
to be filed.

Sphere 3D Corporation’s Response:

     In response to the Staff’s
comment, Sphere 3D has included the following additional disclosure on page 59
of the Amended F-4:

     In conjunction with Mr. Tassiopoulos, Cormark prepared a
  PowerPoint presentation, which is attached to this proxy statement/prospectus as
  Annex F, using publicly available information, which was intended to provide the
  board of directors with an understanding of (i) the rationale for a transaction
  among Sphere 3D and Overland, including a possible range of values for the
  transaction and financial considerations, (ii) an overview of Overland,
  including publicly available research on its historic and projected financial
  results, and (iii) the projected reaction of the capital markets to the
  acquisition. In preparing the document, Cormark presented comparisons to other
  competitive or comparable companies and the impact of a transaction on Sphere
  3D’s capitalization. The basis and methods for arriving at these findings was
  applying an accretion analysis to determine incremental earnings and EBITDA
  gains from a potential transaction. Qualitative factors and precedent
  transactions were reviewed to project expected investor reaction to any proposed
  transaction. In preparing this report, management of Sphere 3D with the help of
  Cormark also reviewed Overland’s trading valuation in relations to its peers
  (for additional information regarding Cormark, see “Opinion of Cormark, the
  Financial Advisor to the Board of Directors of Sphere 3D Corporation” beginning
  on page 64).

Exhibit 99.2

Staff Comment No. 2.

In the last paragraph of exhibit 99.2, Cormark consents to
the reference to its opinion under the captions “Introduction,” “Overview of the
Transaction,” “Financial Analysis” and “Fairness Conclusion,” which are captions
set forth in the materials provided by Cormark to the Sphere 3D board and filed
as Annex E. In accordance with Rule 436(a), please have Cormark file a revised
consent expressly consenting to the summaries of its fairness opinion and other
reports provided elsewhere in the filing, including in the section entitled
“Opinion of Cormark, the Financial Advisor to the Board of Directors of Sphere
3D Corporation” beginning on page 64 and any other applicable sections. In
addition, please ensure that Cormark’s updated consent clarifies that the firm
is consenting to the references to its opinion and any other materials prepared
by it in connection with the transaction that are summarized or quoted in the
filing, as well as to the inclusion of the opinion and any other written
materials prepared by it that are filed with the amended registration statement.
In this regard, we note that the consent currently on file could be read to
suggest that the consent is limited to the Form F-4 as initially filed on July
22, 2014, and not to any subsequent amendments.

Sphere 3D Corporation’s Response:

     In response to the Staff’s
comment, Sphere 3D has included a revised consent from Cormark in the Amended F-4.

Barbara C. Jacobs
November 6, 2014
Page 3

     * * * * *

     Sphere 3D Corporation hereby
acknowledges that:

  Sphere 3D Corporation 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.

  Sphere 3D Corporation 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.

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (416) 749-5999, or Richard B. Raymer of Dorsey & Whitney LLP
at (416) 367-7388.

    Sincerely,

    Sphere 3D Corporation

    /s/ Scott Worthington

    Scott Worthington

    Chief Financial Officer

cc: Richard B. Raymer, Dorsey & Whitney LLP

November 5 , 2014

Via E -mail
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corporation
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corporation
Amendment  No. 3  to Joint Proxy/ Registration Statement on Form F -4
Filed October 31 , 2014
  File No. 333-197569

Dear Mr. Tassiopoulos :

We have reviewed your  amended filing and we have the following 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 filing  and providing the  requested
information.   If you do not believe our comments apply 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 filing  and the information you pr ovide in
response to these comments, we may have additional comments.

Proposal One – The Merger

Background of the Merger , page 51

1. In the first paragraph on page 59, you reference a draft PowerPoint presentation prepared
by Mr. Tassiopoulos  together wi th Cormark that was circulated to the Sphere 3D board
on May 5, 2014, as well as a financial model prepared by Cormark that Mr. Tassiopoulos
shared with the board at the same meeting.   Please tell us whether the financial model
prepared by Cormark referred  to here contains substantially the same data as that
included in the materials prepared by Cormark  that are  filed with Annex E  to your Form
F-4.  If so, please provide disclosure to this effect.   In addition, please ensure that the
information called for by Item 4(b) of Form F -4 is provided with respect to the materials
prepared by Cormark that were presented at the May 5th meeting, and file the PowerPoint
presentation and financial model pursuant to Item 21(c) of Form F -4 or tell us how you
concluded such  materials are not required to be filed.

Peter Tassiopoulos
Sphere 3D Corporation
November 5 , 2014
Page 2

 Exhibit 99.2

2. In the last paragraph of exhibit 99.2, Cormark consents to the reference to its opinion
under the captions “Introduction,” “Overview of the Transaction,” “Financial Analysis”
and “Fairness Conclusion,” which are captions set forth in the materials provided by
Cormark to the Sphere 3D board and filed as Annex E.   In accordance with Rule 436(a),
please have Cormark file a revised consent expressly consenting to the summaries of its
fairness op inion  and other reports  provided elsewhere in the filing, including in the
section entitled “Opinion of Cormark, the Financial Advisor to the Board of Directors of
Sphere 3D Corporation” beginning on page 63 and any other applicable sections.   In
addition,  please ensure that Cormark’s updated consent clarifies that the firm is
consenting to the references to its opinion and any other materials prepared by it in
connection with the transaction that are summarized or quoted in the filing, as well as to
the in clusion of the opinion and any other written materials prepared by it that are filed
with the amended registration statement.   In this regard, we note that the consent
currently on file could be read to suggest that the consent is limited to  the Form F -4 as
initially filed on July 22, 2014, and not to any subsequent amendments.

You may contact Frank Knapp, Staff Accountant,  at (202) 551 -3805 or Patrick Gilmore,
Accounting Branch Chief,  at (202) 551 -3406  if you have questions regarding the financial
statem ents and related matters.  Please contact Katherine Wray, Attorney -Advisor,  at (202) 551 -
3483  or, in her absence,  me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Via E -mail
 Richard B. Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

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

October 31, 2014

Barbara C. Jacobs
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange
      Commission

    Staff Comments dated October 30, 2014,
      regarding

    Sphere 3D Corporation

    Amendment No. 2 to Joint Proxy/Registration
      Statement on Form F-4

    Filed October 14, 2014

    File No. 333-197569

Dear Ms. Jacobs:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
October 30, 2014 letter (the “Comment Letter”) regarding the
above-referenced Amendment No. 2 to the Joint Proxy/Registration Statement on
Form F-4 (the “F-4”) of Sphere 3D Corporation (“Sphere 3D”) and
Overland Storage Inc. (“Overland”). For your convenience, the comments of
the Staff are included below in bold and we have numbered our responses
accordingly.

Concurrently with the filing of this response to the Comment
Letter, Sphere 3D has filed an amendment No. 3 to the F-4 (the “Amended
F-4”).

Our responses are as follows:

General

Staff Comment No. 1.

The financial statements of Tandberg
Data Holdings S.à r.l. filed as Exhibit 99.2 to the Form F-4, as well as those
of Overland filed as Exhibit 99.4, should be provided directly in the joint
registration/proxy statement so that they are included in the document that is
delivered to investors. We acknowledge that MD&A and other disclosures
relating to Overland responsive to Item 17(a) of Form F-4 are already provided
in the body of the filing. Please revise accordingly, or advise.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has included the
financial statements of Tandberg Data Holdings S.à r.l. and Overland directly in
the proxy statement/prospectus.

Barbara C. Jacobs
October 31, 2014
Page 2

Selected Historical and Unaudited Pro Forma Condensed
Combined Financial Data

Selected Unaudited Pro Forma Condensed Combined Financial
Data, page 22

Staff Comment No. 2.

In light of the September 23, 2014
filing of Overland’s Annual Report on Form 10-K for the fiscal year ended June
30, 2014, please revise the second sentence to indicate that the selected
unaudited pro forma condensed combined balance sheet as of June 30, 2014 would
combine the Sphere 3D unaudited consolidated balance sheet at June 30, 2014 with
Overland’s audited consolidated balance sheet at June 30, 2014.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has revised the
disclosure on page 22 of the Amended F-4.

Cautionary Statement Concerning Forward-Looking Information,
page 44

Staff Comment No. 3.

Please revise your reference to sources
of additional information about material factors or assumptions to include
Overland’s Annual Report on 10-K for the fiscal year ended June 30, 2014, in
lieu of its Annual Report on 10-K for the fiscal year ended June 30, 2013 and
Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2014.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has revised the
disclosure on page 44 of the Amended F-4.

Proposal 1 – The Merger

Background of the Merger, page 51

Staff Comment No. 4.

You discuss in this section the
financial model prepared by Cormark reflecting the combined companies, as well
as the fairness opinion presented by Cormark to the Sphere 3D board of
directors. Accordingly, please provide all of the information called for by Item
4(b) of Form F-4 and Item 1015(b) of Regulation M-A with respect to Cormark’s
fairness opinion. In addition, please file the fairness opinion pursuant to Item
21(c) of Form F-4 and Cormark’s consent pursuant to Securities Act Rule 436.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has revised the
disclosure starting on page 63 of the Amended F-4 to include the information
required by Item 4(b) of Form F-4 and Item 1015(b) of Regulation M-A with
respect to Cormark’s fairness opinion.

Barbara C. Jacobs
October 31, 2014
Page 3

Certain Overland Prospective Financial Information, page
67

Staff Comment No. 5.

You have revised your filing to
disclose revenue and EBITDA projections for Overland prepared by Overland’s
management. Please further revise to provide the information called for by Item
10(e)(1)(i) of Regulation S-K with respect to Overland’s EBITDA projections, as
they are non-GAAP measures.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment,
Sphere 3D has revised the disclosure on pages 73 and 74 of the Amended F-4 to
include the information called for by Item 10(e)(1)(i) of Regulation S-K with
respect to Overland’s EBITDA projections.

Unaudited Pro Forma Condensed Combined Financial
Information

Unaudited Pro Forma Condensed Combined Statement of
Operations for the Year Ended December 31, 2013

Overland Storage, Inc.

Notes to the Unaudited Pro Forma Condensed Combined
Financial Statements

1. Basis of Presentation, page 188

Staff Comment No. 6.

Consistent with your September 11, 2014
response to prior comment 22 of our letter dated August 19, 2014, and the
disclosure in note 1.(c) on pages 178 – 179, please revise your disclosure in
the third paragraph to explain that the financial results of Overland for the
year ended December 31, 2013 were derived by adding the subsequent six month
interim results to the fiscal year 2013 results and deducting the comparable
preceding year’s six month interim results. Also, please add disclosure in the
third paragraph and in note 1.(b) on page 178 to explain that Overland’s
financial results for the six months ended June 30, 2014 were derived by
subtracting its interim results for the six months ending December 31, 2013 from
its financial results for the year ended June 30, 2014.

Sphere 3D Corporation’s Response:

Sphere 3D has revised the disclosure on
pages 240 and 250 of the Amended F-4 in response to the Staff’s comment.

Barbara C. Jacobs
October 31, 2014
Page 4

Exhibits

Exhibit 5.1

Staff Comment No. 7.

The legality opinion references only
the merger agreement dated May 15, 2014, and it was filed prior to the amendment
to the merger agreement dated October 13, 2014. In addition, the second
paragraph of the opinion refers to the merger consideration exchange ratio of
0.510594 shares of Sphere 3D common stock per share of Overland common stock,
which ratio was modified pursuant to the October 13th amendment to the merger
agreement. Accordingly, please have counsel provide an updated opinion. Please
also have counsel for the respective tax opinions filed as Exhibits 8.1, 8.2 and
8.2 provide updated opinions, as each of them currently references only the May
15th merger agreement.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment,
Sphere 3D has included updated legal opinions filed as Exhibits 5.1, 8.1, 8.2,
and 8.3 to the Amended F-4.

Exhibit 23.4

Staff Comment No. 8.

We note that this consent of
Independent Registered Public Accounting Firm of Collins Barrow Toronto LLP
makes reference to its Independent Auditors’ Report dated September 11, 2014
instead of the Independent Auditors’ Report dated October 14, 2014 on page F-4.
Please amend your filing accordingly.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment,
Sphere 3D has included an updated consent of Collins Barrow Toronto LLP in the
Amended F-4.

* * * * *

Sphere 3D Corporation hereby acknowledges that:

Sphere 3D Corporation 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.

Sphere 3D Corporation 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.

Barbara C. Jacobs
October 31, 2014
Page 5

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (416) 749-5999, or Richard B. Raymer of Dorsey & Whitney LLP
at (416) 367-7388.

    Sincerely,

    Sphere 3D Corporation

    /s/ Scott Worthington

    Scott Worthington

    Chief Financial Officer

    cc:
    Richard B. Raymer, Dorsey & Whitney LLP

October 30 , 2014

Via E -mail
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corporation
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corporation
Amendment  No. 2  to Joint Proxy/ Registration Statement on Form F -4
Filed October 14 , 2014
  File No. 333-197569

Dear Mr. Tassiopoulos :

We have reviewed your  amended filing and we have the following 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 filing  and providing the  requested
information.   If you do not believe our comments apply 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 filing  and the information you pr ovide in
response to these comments, we may have additional comments.

General

1. The f inancial statements of Tandberg Data Holdings S.à r.l. filed as Exhibit 99.2 to the
Form F -4, as well as those of Overland filed as Exhibit 99.4, should be provided dire ctly
in the joint registration/proxy statement so that they are included in the document that is
delivered to investors.   We acknowledge that MD&A and other disclosures relating to
Overland responsive to Item 17(a) of Form F -4 are already provided in the b ody of the
filing.   Please revise accordingly, or advise.

Selected Historical and Unaudited Pro Forma Condensed Combined Financial Data

Selected Unaudited Pro Forma Condensed Combined Financial Data, page 22

2. In light of the September 23, 2014 filing of Overland’s Annual Report on Form 10 -K for
the fiscal year ended June 30, 2014, please revise the second sentence to indicate that the
selected unaudited pro forma condensed combined balance sheet as of June 30, 2014

Peter Tassiopoulos
Sphere 3D Corporation
October 30 , 2014
Page 2

 would combine the Sphere 3D unaudited co nsolidated balance sheet at June 30, 2014
with Overland’s  audited  consolidated balance sheet at June 30, 2014.

Cautionary Statement Concerning Forward -Looking Information, page 44

3. Please revise your reference to sources of additional information about ma terial factors or
assumptions to include Overland’s Annual Report on 10 -K for the fiscal year ended June
30, 2014, in lieu of its Annual Report on 10 -K for the fiscal year ended June 30, 2013 and
Quarterly Report on Form 10 -Q for the quarterly period ended  March 31, 2014.

Proposal 1 – The Merger

Background of the Merger, page 51

4. You discuss in this section the financial model  prepared by Cormark reflecting the
combined companies, as well as the fairness opinion presented by Cormark to the Sphere
3D board of directors.  Accordingly, please  provide all of the information called for by
Item 4(b) of Form F -4 and Item 1015(b) of Re gulation M -A with respect to Cormark’s
fairness opinion.  In addition, please file the fairness opinion pursuant to Item 21(c) of
Form F -4 and Cormark’s consent pursuant to Securities Act Rule 436.

Certain Overland Prospective Financial Information, pag e 67

5. You have revised your filing to disclose revenue and EBITDA projections for Overland
prepared by Overland’s management.  Please further revise to provide the information
called for by Item 10(e)(1)(i) of Regulation S -K with respect to Overland’s EBIT DA
projections, as they are non -GAAP measures.

Unaudited Pro Forma Cond ensed Comb ined Financial Information

Unaudited Pro Forma Cond ensed Comb ined Statement of  Operations for  the Year Ended
December 31, 2013

Overland Storage, Inc.

Notes to the Unaudited Pro Forma Con densed Combined Financial Statements

1. Basis of Pr esentation, page  188

6. Consistent with your September 11, 2014 response to prior comment 22 of our letter
dated August 19, 2014, and the disclosure in note 1.(c) on pages 178 – 179, please revise
your disclosure in the third paragraph to explain that the financial results of Overland  for
the year ended December 31, 2013 were derived by adding the subsequent six month
interim results to the fiscal year 2013 results and deducting the comparable preceding
year’s six month interim results.  Also, please add disclosure in the third pa ragraph and in
note 1.(b) on page 178 to explain that Overland’s financial results for the six months

Peter Tassiopoulos
Sphere 3D Corporation
October 30 , 2014
Page 3

 ended June 30, 2014 were derived by subtracting its interim results for the six months
ending December 31, 2013 from its financial results for the year en ded June 30, 2014 .

Exhibits

Exhibit 5.1

7. The legality opinion references only the merger agreement dated May 15, 2014, and it
was filed prior to the amendment to the merger agreement dated October 13, 2014.  In
addition, the second paragraph of the opini on refers to the merger consideration exchange
ratio of 0.510594 shares of Sphere 3D common stock per share of Overland common
stock, which ratio was modified pursuant to the October 13th amendment to the merger
agreement.  Accordingly, please have counsel  provide an updated opinion.  Please also
have counsel for the  respective  tax opinions filed as Exhibits 8.1, 8.2 and 8.2 provide
updated opinions, as each of them currently  reference s only the May 15th merger
agreement.

Exhibit 23.4

8. We note that this c onsent of Independent Registered Public Accounting Firm of Collins
Barrow Toronto LLP makes reference to its Independent Auditors’ Report dated
September 11, 2014 instead of the Independent Auditors’ Report dated October 14, 2014
on page F -4.  Please amend your filing accordingly.

You may contact Frank Knapp, Staff Accountant,  at (202) 551 -3805 or Patrick Gilmore,
Accounting Branch Chief,  at (202) 551 -3406  if you have questions regarding comments on the
financial statements and related matters.  Please contact Katherine Wray, Attorney -Advisor,  at
(202) 551 -3483  or, in her absence,  me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Via E -mail
 Richard B. Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

   Sphere 3D Corporation: SEC Correspondence - Filed by newsfilecorp.com

October 14, 2014

Barbara C. Jacobs
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities
      and Exchange Commission

    Staff Comments dated September
      26, 2014, regarding

    Sphere 3D Corporation

    Amendment No. 1 Joint
      Proxy/Registration Statement on Form F-4

    Filed September 12, 2014

    File No. 333-197569

Dear Ms. Jacobs:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
September 26, 2014 letter (the “Comment Letter”) regarding the
above-referenced Amendment No. 1 to the Joint Proxy/Registration Statement on
Form F-4 (the “F-4”) of Sphere 3D Corporation (“Sphere 3D”) and
Overland Storage Inc. (“Overland”). For your convenience, the comments of
the Staff are included below in bold and we have numbered our responses
accordingly.

Concurrently with the filing of this response to the Comment
Letter, Sphere 3D has filed an amendment No. 2 to the F-4 (the “Amended
F-4”).

Our responses are as follows:

General

Staff Comment No. 1.

We refer to your response to prior
comment 2 explaining supplementally the economic substance behind the formula
and inputs used to calculate the merger consideration. Please disclose this
information in an appropriate place in the filing, and provide a cross-reference
to it in the forepart of the filing.

Sphere 3D Corporation’s Response:

             Sphere
3D has disclosed the economic substance behind the formula and inputs used to
calculate the merger consideration in the Amended F-4 on page 102 and included a
cross-reference to the disclosure on pages 2 and 25 in response to the Staff’s
comment.

Barbara C. Jacobs
Assistant Director
October 14, 2014

Page 2

Questions and Answers about the Merger and Special
Meeting

Q. What happens if the merger is not completed?, page
5

Staff Comment No. 2.

We note the disclosure added to this
Q&A in response to prior comment 9. Please further revise to provide a
cross-reference to a description elsewhere in the filing of the “certain
specified reasons” that would obligate Overland to pay the $3.5 million
termination fee if the merger is not consummated.

Sphere 3D Corporation’s Response:

Sphere 3D has further revised the disclosure in this Q&A on page 5 to
provide a cross-reference to a description elsewhere in the filing of the
“certain specified reasons” that would obligate Overland to pay the $3.5 million
termination fee if the merger is not consummated in response to the Staff’s
comment.

Risk Factors

Risks Relating to the Combined Company

“Future changes to U.S. tax laws could materially
adversely affect Sphere 3D,” page 34

Staff Comment No. 3.

Please expand the second paragraph
of this risk factor to explain how the Earnings Stripping Bill may affect Sphere
3D if enacted, as you have done with the Inversion Bill described in the prior
paragraph. In this regard, please clarify whether Sphere 3D may be considered a
company that engages in “certain inversion transactions” under the proposed
legislation.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has revised the disclosure in this
risk factor to state that in its current form the Earnings Stripping Bill is not
expected to apply to Sphere 3D after completion of the merger.

Barbara C. Jacobs
Assistant Director
October 14, 2014

Page 3

“Sphere 3D is an ‘emerging growth company’…,” page
36

Staff Comment No. 4.

We note that in response to prior
comment 1 you have added this risk factor regarding potential risks relating to
your status as an emerging growth company. Please revise the first sentence of
the second paragraph to clarify that you are referring here to the auditor
attestation report relating to internal control over financial reporting
pursuant to Section 404(b) of the Sarbanes-Oxley Act, as you indicate
subsequently in the risk factor.

Sphere 3D Corporation’s Response:

Sphere 3D has further revised the first sentence of the second paragraph of this
risk factor on page 37 to clarify that Sphere 3D is referring here to the
auditor attestation report relating to internal control over financial reporting
pursuant to Section 404(b) of the Sarbanes-Oxley Act, as indicated subsequently
in the risk factor, in response to the Staff’s comment.

“Fluctuations in the Canadian/United States exchange
rate…,” page 39

Staff Comment No. 5.

You have revised this risk factor in
response to prior comment 12 to indicate that “virtually all” of Sphere’s
revenues are in U.S. dollars and “more than half” of its operating expenses are
incurred in Canadian dollars. Please clarify in quantitative terms what is meant
by “more than half” in this context. We acknowledge the ensuing statement that
following the merger “the combined businesses’ operating expenses will be
primarily in United States dollars with Canadian denominated operating expenses
representing less than 5% of the combined entities’ operating expenses.” To the
extent you continue to present fluctuations in the exchange rate as a material
risk to the company or investors, please provide more specific disclosure
regarding the amount of operating expenses incurred by Sphere in Canadian
dollars so that investors may better understand the extent of the risk
described.

Barbara C. Jacobs
Assistant Director
October 14, 2014

Page 4

Sphere 3D Corporation’s Response:

Sphere 3D has removed the risk factor regarding the adverse effect of
fluctuations of the Canadian/United States exchange rate. On further analysis,
Sphere 3D has determined that given the low percentage of Canadian denominated
expenses of the combined entity (estimated to be 5%), and given the historical
fluctuations of the Canadian/United States exchange rate, fluctuations to the
exchange rate do not pose a material risk to the combined entity.

Treatment of Overland Restricted Stock Units and Options,
page 72

Staff Comment No. 6.

We refer to the clarifying
disclosure provided here in response to prior comment 16. The revised disclosure
indicates that based on the number of issued and outstanding Overland RSUs as of
September 3, 2014, it is not expected that additional RSUs beyond those that
vest according to their existing terms upon a change in control will be deemed
accelerated and vested immediately prior to the merger. Unless the chances of
additional RSUs being deemed accelerated and vested is so unlikely as to render
such disclosure immaterial, please indicate how it will be determined which
additional RSUs will be deemed accelerated and vested, in the event that the
RSUs that vest per their terms upon a change in control represent less than 50%
of all Overland RSUs then outstanding.

Sphere 3D Corporation’s Response:

Sphere 3D believes that the chance of additional RSUs being deemed accelerated
and vested is so unlikely as to render such disclosure immaterial because
greater than 50% of the issued and outstanding Overland RSU’s will vest in
accordance with their existing terms upon a change in control.

Sphere 3D’s Management’s Discussion and Analysis of
Financial Condition and Results of Operations

Overview, page 135

Staff Comment No. 7.

Please consider expanding the
MD&A overview to elaborate on how the merger with Overland is expected to
support Sphere’s business strategy, to the extent material. In this regard, we
note that the overview currently cites to the access to distributors, resellers,
independent software vendors, and original equipment manufacturers that your
relationship with Overland affords, but you may also wish to discuss briefly the complementary
nature of the companies’ products and/or other factors highlighted on page 61
that the Sphere board of directors considered in approving the merger. Please
also consider discussing here any material challenges anticipated in connection
with the contemplated merger, to the extent not already discussed in the bullet
point list beginning on page 136.

Barbara C. Jacobs

  Assistant Director
October 14, 2014

Page 5

Sphere 3D Corporation’s Response:

Sphere 3D has revised the disclosure on page 163 to include additional
information regarding the combined company in response to the Staff’s
comment.

Related Party Transactions of Directors and Executive
Officers of the Combined Company, page 163 Staff
Comment No. 8.

You have revised your disclosure in
this section in response to prior comment 24 to state that the covenants in the
note purchase agreements with Overland that the Cyrus Funds agreed to waive are
those “prohibiting certain change in control transactions and the incurrence of
indebtedness by Overland.” Please further clarify whether the waiver regarding
change in control transactions is limited to the proposed merger with Sphere,
and whether the waiver relating to the incurrence of indebtedness similarly is
limited to the $10 million loan from Sphere.

Sphere 3D Corporation’s Response:

In response to the Staff’s comment, Sphere 3D has further revised the disclosure
on page 190 to clarify that the waiver regarding change in control
transactions is limited to the proposed merger with Sphere 3D, and that the
waiver relating to the incurrence of indebtedness is limited to the up to $10
million loan from Sphere 3D.

Notes to the Consolidated Financial Statements for Sphere
3D Corporation

16. Subsequent Events

(b) V3 Asset Purchase Agreement, page F-35

Staff Comment No. 9.

We note from your response to prior
comment 29 that you concluded the V3 assets did not qualify as a business since
you acquired only certain assets and that only several attributes as set forth
in Regulation S-X Rule 11-01(d) and associated with these assets remained. However, we
also note that your disclosure on page F-35 describes you acquiring “…all the
assets, including patents, trademarks and other intellectual property of V3
Systems, Inc….” Please confirm the extent of your V3 asset acquisition and your
related consideration of the degree to which the nature of the revenue-producing
activity of these assets will remain generally the same as before your
acquisition. We refer you to Regulation S-X Rule 11-01(d)(1).

Barbara C. Jacobs

  Assistant Director
October 14, 2014

Page 6

Sphere 3D Corporation’s Response:

Sphere 3D advises the Staff that the subsequent event note disclosure on
page F-35 of the Amended F-4, referred to in the Staff’s comment 9,
inadvertently contained an error. Sphere 3D directs the Staff to the disclosure
contained in footnotes 6(ii) and 8(ii), of Sphere 3D’s financial statements for
the subsequent periods ended March 31, 2014 and June 30, 2014, respectively,
which correctly describe the nature of the transaction between Sphere 3D and V3
Systems, Inc. (“V3 Systems”), as the purchase of only certain
intellectual property assets (the “V3 Transaction”). Accordingly, Sphere
3D has corrected the subsequent event note disclosure on page F-35 of the
Amended F-4 to conform to
the disclosure included in the above-noted financial statements. As stated in
Sphere 3D’s response letter to the Staff dated September 11, 2014, after
analyzing Article 11 of Regulation S-X Sphere 3D properly concluded that the
assets acquired from V3 Systems did not constitute a business within the meaning
or Regulation S-X Rule 11-01(d). As previously stated, for purposes of analysis
under Rule 11-01(d)(2), Sphere 3D did not acquire from V3 Systems (i) any
physical facilities, (ii) employees, (iii) product distribution systems or
methods, (iv) sales force, or (v) production techniques. Sphere 3D’s primary
purpose for the transaction was the acquisition of trademarks and certain IP
which was employed in part in a substantially redesigned and rebranded product
(the “Updated Product”) offered by Sphere 3D. While certain prior
customers of V3 Systems have purchased the Updated Product from Sphere 3D
following the V3 Transaction, such customers constitute only a small part of the
customer base for the Updated Product. Subsequent to the V3 Transaction, Sphere
3D immediately engaged its development staff to redesign and upgrade the prior
V3 product offering (the “V3 Product”) to current standards, established
a supply agreement with Sphere 3D’s contract manufacturer and engaged a software
developer to rewrite the base software code to render it compatible with the
then current versions of required third party software.

Barbara C. Jacobs
Assistant Director
October 14, 2014

Page 7

Prior to the V3 Transaction, V3 Systems had effectively ceased operations.
Approximately 12 months prior to the V3 Transaction, V3 Systems had terminated
55 of its then approximately 60 employees. The remaining employees were retained
to provide limited after-market support to the existing customer base and to
attempt to raise new capital. At the same time V3 Systems had ceased development
and updates to its product offering. Because of this cessation of development,
the V3 Product had become incompatible with required third-party software and
could no longer be deployed for its intended use. As a result, sales of the V3
Product had ceased prior to the V3 Transaction. In addition, due to lack of
capital, V3 Systems could not purchase the hardware components required for the
V3 Product. As such no revenue was being generated by V3 Systems for approximately the six
months prior to the V3 Transaction. In light of the above, and in consideration
of Regulation S-X Rule 11-01(d)(1), Sphere 3D believes that the nature of the
revenue-producing activity of the assets acquired from V3 Systems cannot be
considered generally the same as the nature of the revenue generated by those
assets prior to the transaction, as there were no revenues being generated by
the assets or by V3 Systems prior to the transaction. Evaluating Rule 11-01(d)
of Regulation S-X and the facts and circumstances involved with the V3
Transaction, Sphere 3D concluded that it did not acquire a business, as there
was insufficient continuity of the acquired operations prior to and after the
transaction such that any prior financial information (if it was available)
would not be useful in understanding the future operations of Sphere 3D.

* * * * *

In connection with this response to the Staff’s comments, Sphere 3D Corporation
hereby acknowledges that:

  Sphere 3D Corporation 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.

  Sphere 3D Corporation 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.

Thank you for your review of the filing. If you should have any
questions regarding the response letter, please do not hesitate to contact the
undersigned at (416) 749-5999 or Richard Raymer of Dorsey & Whitney LLP at
(416) 367-7388.

Sincerely,
Sphere 3D Corporation

/s/ Scott Worthington
Scott
Worthington
Chief Financial Officer

cc:        Richard Raymer,
Dorsey & Whitney LLP

September 26,  2014

Via E -mail
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corporation
240 Matheson Blvd. East
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corporation
Amendment No. 1 to Joint Proxy/ Registration Statement on Form F -4
Filed September 12 , 2014
  File No. 333-197569

Dear Mr. Tassiopoulos :

We have reviewed your  amended filing and we have the following comments.  In some
of our comments, we may ask you to provide us with information so we may better understand
your disclosure.   References to prior comments are to those provided in our letter  dated August
19, 2014.

Please respond to this letter by amending your filing  and providing the requested
information.   If you do not believe our comments apply 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 filing  and the information you provide in
response to these comments, we may have additional comments.

General

1. We refer to your response to prior comment 2 explaining supplementally the eco nomic
substance behind the formula and inputs used to calculate the merger consideration.
Please disclose this information in an appropriate place in the filing, and provide a cross -
reference to it in the forepart of the filing.

Questions and Answers ab out the Merger and Special Meeting

Q. What happens if the merger is not completed?, page 5

2. We note the disclosure added to this Q&A in response to prior comment 9.  Please further
revise to provide a cross -reference to a description elsewhere in the fili ng of the “certain

Peter Tassiopoulos
Sphere 3D Corporation
September 26 , 2014
Page 2

 specified reasons” that would obligate Overland to pay the $3.5 million termination fee if
the merger is not consummated.
Risk Factors

Risks Relating to the Combined Company

“Future changes to U.S. tax laws could materially adversely a ffect Sphere 3D,” page 34

3. Please expand the second paragraph of this risk factor to explain how the Earnings
Stripping Bill may affect Sphere 3D if enacted, as you have done with the Inversion Bill
described in the prior paragraph.  In this regard, please  clarify whether Sphere 3D may be
considered a company that engages in “certain inversion transactions” under the proposed
legislation.

“Sphere 3D is an ‘emerging growth company’…,” page 36

4. We note that in response to prior comment 1 you have added this risk factor regarding
potential risks relating to your status as an emerging growth company.  Please revise the
first sentence of the second paragraph to clarify that you are referring  here to the auditor
attestation report relating  to internal control ove r financial reporting  pursuant to Section
404(b) of the Sarbanes -Oxley Act, as you indicate subsequently in the risk factor .

 “Fluctuations in the Canadian/United States exchange rate…,” page 39

5. You have revised this risk factor in response to prior comm ent 12 to indicate that
“virtually all” of Sphere’s revenues are in U.S. dollars and “more than half” of its
operating expenses are incurred in Canadian dollars.  Please clarify in quantitative terms
what is meant by “more than half” in this context.  We a cknowledge the ensuing
statement  that following the merger “the combined businesses’ operating expenses will
be primarily in United States dollars with Canadian denominated operating expenses
representing less than 5% of the combined entities’ operating ex penses .”  To the extent
you continue to present fluctuations in the exchange rate as a material risk to the
company or investors, please provide more specific disclosure regarding the amount of
operating expenses incurred by Sphere in Canadian dollars so t hat investors may better
understand the extent of the risk described.
Proposal One – The Merger

Treatment of Overland Restricted Stock Units and Options, page 72

6. We refer to the clarifying disclosure provided here in response to prior comment 16.  The
revised disclosure indicates that based on the number of issued and outstanding Overland
RSUs as of September 3, 2014, it is not expected that additional RSUs beyond those that

Peter Tassiopoulos
Sphere 3D Corporation
September 26 , 2014
Page 3

 vest according to their existing terms upon a change in control will be deemed
accelerated and vested immediately prior to the merger.  Unless the chances of additional
RSUs being deemed accelerated and vested is so unlikely as to render such disclosure
immaterial, please indicate how it will be determined which additional RSUs will be
deemed accelerated and vested, in the event that the RSUs that vest per their terms upon a
change in control represent less than 50% of all Overland RSUs then outstanding.

Sphere 3D’s Management’s Discussion and Analysis of Financial Condition and Resu lts of
Operations

Overview, page 135

7. Please consider expanding the MD&A overview to elaborate on how the merger with
Overland is expected to support Sphere’s business strategy, to the extent material. In this
regard, we note that the overview currently c ites to the access to distributors, resellers,
independent software vendors, and original equipment manufacturers that your
relationship with Overland affords, but you may also wish to discuss briefly the
complementary nature of the companies’ products and /or other factors highlighted on
page 61 that the Sphere board of directors considered in approving the merger.  Please
also consider discussing here any material challenges anticipated in connection with the
contemplated merger, to the extent not already discussed in the bullet point list beginning
on page 136.

Related Party Transactions of Directors and Executive Officers of the Combined Company, page
163

8. You have revised your disclosure in this section in response to prior comment 24 to state
that the covenants in the note purchase agreements with Overland that the Cyrus Funds
agreed to waive are those “prohibiting certain change in control transactions and the
incurrence of indebtedness by Overland.”  Please further clarify whether the waiver
regarding  change in control transactions is limited to the proposed merger with Sphere,
and whether the waiver relating to the incurrence of indebtedness similarly is limited to
the $10 million loan from Sphere.

Notes to the Consolidat ed Financial Statements for Sphere 3D Corporation

16. Subsequent Ev ents

(b) V3 Asset Purchase Agreement, p age F-35

9. We note from your response to prior comment 29 that you concluded the V3 assets did
not qualify as a business since you acquired only certain assets and that only several
attributes as set forth in Regulation S -X Rule 11 -01(d) and associated with these assets
remained.   However, we also note that your disclosure on page F -35 describes you

Peter Tassiopoulos
Sphere 3D Corporation
September 26 , 2014
Page 4

 acquiring “…all the assets, including patents, trademarks and other intellectu al property
of V3 Systems, Inc….”   Please confirm the extent of your V3 asset acquisition and your
related consideration of the degree to which the nature of the revenue -producing activity
of these assets will remain generally the same as before your acqui sition.   We refer you to
Regulation S -X Rule 11 -01(d)(1).

You may contact Frank Knapp, Staff Accountant,  at (202) 551 -3805 or Patrick Gilmore,
Accounting Branch Chief,  at (202) 551 -3406  if you have questions regarding comments on the
financial statements and related matters.  Please contact Katherine Wray, Attorney -Advisor,  at
(202) 551 -3483  or, in her absence,  me at (202) 551 -3735 with any other questions.

Sincerely,

 /s/ Barbara C. Jacobs

Barbara C. Jacobs
Assistant Director

cc: Via E -mail
 Richard B. Raymer, Dorsey & Whitney LLP

CORRESP
1
filename1.htm

   Sphere 3D Corporation - SEC Correspondence - Filed by newsfilecorp.com

September 11, 2014

Barbara C. Jacobs
Assistant Director
Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Responses to the Securities
      and Exchange Commission

    Staff Comments dated August
      19, 2014, regarding

    Sphere 3D Corporation

    Joint
      Proxy/Registration Statement on Form F-4

    Filed July 23, 2014

    File No. 333-197569

Dear Ms. Jacobs:

This letter responds to the comments of the staff of the United
States Securities and Exchange Commission (the “Staff”) set forth in the
August 19, 2014 letter (the “Comment Letter”) regarding the
above-referenced Joint Proxy/Registration Statement on Form F-4 (the
“F-4”) of Sphere 3D Corporation (“Sphere 3D”) and Overland Storage
Inc. (“Overland”). For your convenience, the comments of the Staff are
included below in bold and we have numbered our responses accordingly.

Concurrently with the filing of this response to the Comment
Letter, Sphere 3D has filed an amendment to the F-4 (the “Amended
F-4”).

Our responses are as follows:

General

Staff Comment No. 1.

Please provide us with your analysis
as to whether you qualify as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act. If you believe you qualify, please disclose
this status in the filing; and describe how and when a company may lose emerging
growth company status and provide a brief description of the exemption from
Section 404(b) of the Sarbanes-Oxley Act of 2002.

Sphere 3D Corporation’s Response:

            Sphere
3D believes that it qualifies as an “emerging growth company,” as defined in the
Jumpstart Our Business Startups Act. Sphere 3D has disclosed this status in the
Amended F-4 on pages 12, 36 and 119 and included disclosure in the Amended F-4
regarding how and when a company may lose its emerging growth status on pages 36 and 119 in response to the Staff’s comment.

Barbara C. Jacobs
Assistant Director
September 11, 2014

Page 2

Prospectus Cover Page/Letter to Shareholders

Staff Comment No. 2.

We refer to the second paragraph of
the letter to Overland shareholders describing in mathematical terms how the
number of shares of Sphere 3D common stock to be issued as merger consideration
is to be calculated. Please explain clearly the economic substance behind the
formula and inputs used to arrive at the agreed-upon merger consideration. As
one example, please indicate the source of the numerical inputs to the formula.

Sphere 3D Corporation’s Response:

            Through
arm’s length negotiations between Sphere 3D and Overland, the parties agreed to
the merger (the “Merger”) as described in the Amended F-4. During these
negotiations the parties agreed to a valuation of Overland‘s business of
$81,925,676 (the “Overland Valuation”). The Overland Valuation was
arrived at by (i) deducting $10,074,324, representing 105% of the aggregate
principal amount of Overland’s outstanding debt payable to private investment
funds (the “Cyrus Funds”) whose investment manager is Cyrus Capital
Partners, L.P. (“Cyrus Capital”) (the “Cyrus Debt”), from (ii) the
enterprise value of $91,160,000 which the parties agreed was attributable to
Overland’s business. The calculation of 105% of the principal amount of the
Cyrus Debt was used because as part of their consent to the Merger and the entry
into the Merger Agreement by Overland, the Cyrus Funds will receive an
additional payment equal to 5% of the principal balance of Cyrus Debt assumed by
Sphere 3D, payable in Sphere 3D shares.

            The
consideration payable by Sphere 3D to the Overland shareholders in connection
with the Merger shall be satisfied by Sphere 3D’s issuance to such shareholders
of Overland of common shares of Sphere 3D (the “Merger Consideration”),
with the number of shares determined as described below. In order to calculate
the exchange ratio of Sphere 3D common shares for each share of Overland common
stock, the number of Sphere 3D common shares issuable in satisfaction of the
Merger Consideration was estimated by dividing the Overland Valuation by the
$8.675 closing price (as quoted on the Toronto Venture Exchange (the
“TSXV”) and converted to US dollars based on the noon exchange rate
published by the Bank of Canada at that date) of Sphere 3D common shares on the
date of the merger agreement by and among Overland, Sphere 3D and S3D
Acquisition Company (the “Merger Agreement”). The exchange ratio (the
“Exchange Ratio”) of 0.510594 Sphere 3D common shares for each share of
Overland common stock was then determined by dividing the number of Sphere 3D
common shares estimated to be issuable in satisfaction of the Merger
Consideration by the number of shares of Overland common stock expected to be
outstanding on the date of the closing of the Merger. In determining the Exchange Ratio the parties divided
(i) the 9,443,882 common shares of Sphere 3D estimated to represent the Merger
Consideration, by (ii) the 18,495,865 Overland common shares (the “Overland
Shares”) expected to be outstanding on the date of the closing of the
Merger. The expected number of Overland Shares was determined by adding (a)
17,506,192 common shares of Overland issued and outstanding at the date of the
Merger Agreement, plus (b) 989,673 outstanding Overland restricted stock units
(representing 50% of the number of restricted stock units of Overland expected
to be outstanding at the closing of the Merger) which were unvested at the time
of the Merger Agreement but which would either (i) vest in accordance with their
terms prior to the Merger or (ii) be amended in accordance with the Merger
Agreement such that they would vest immediately prior to the closing of the
Merger.

Barbara C. Jacobs
Assistant Director
September 11, 2014

Page 3

            The
Merger Agreement provides that the Exchange Ratio shall be adjusted to (x)
proportionally increase the Merger Consideration to reflect an increase in
valuation of Overland which would occur as a result of any repayment of Cyrus
Debt after the date of the Merger Agreement and prior to the closing of the
Merger (i.e., debt that would not therefore be assumed by Sphere 3D), and
(y) proportionally increase the Merger Consideration as a result of the
retention of any common shares of Sphere 3D which were held by Overland (the
“Shares”) at the closing of the Merger. The latter adjustment is intended
to reflect value received by Sphere 3D from the return of Sphere 3D issued and
outstanding common stock and is calculated using the following portion of the
formula: “the quotient obtained by dividing (x) the number of common shares of
Sphere 3D held by Overland immediately prior to the closing of the merger by (y)
18,495,865.20. ” The number of shares of Sphere 3D held by Overland is divided
by the Overland Shares expected to be outstanding on the date of the Merger in
order to generate a fraction representing the number of such shares allocable to
each Overland shareholder.

            The
former adjustment (relating to the increase in valuation of Overland which would
occur as a result of any repayment of Cyrus Debt after the date of the Merger
Agreement and prior to the Merger) is calculated using the following portion of
the formula: “the quotient obtained by dividing (A) (i)105% of the principal
amount of any indebtedness of Overland to the Cyrus Funds repaid by Overland on
or after the date of the merger agreement and prior to the closing of the merger
divided by (ii) 8.675 by (B) 18,495,865.20. ”

The principal amount of such Cyrus Debt is multiplied by 105% in clause (A)(i)
to account for the shares that would otherwise be issuable to the Cyrus Funds in
connection with the assumption of such Cyrus Debt by Sphere 3D. The modified
principal amount of such Cyrus Debt is then divided by $8.675 (representing the
closing price of Sphere 3D common shares on the date of the Merger Agreement) in
clause (A)(ii) in order to determine the number of Sphere 3D shares that would
be attributable to the modified principal amount of the Cyrus Debt. Finally,
this number of attributable Sphere 3D shares is divided by the Overland Shares
expected to be outstanding on the date of the Merger in clause (B) in order to
generate a fraction representing the number of such shares allocable to each
Overland shareholder.

Barbara C. Jacobs
Assistant Director
September 11, 2014

Page 4

Staff Comment No. 3.

We again refer to the description of
the merger consideration payable to Overland shareholders. It states that for
each share of Overland common stock held as of the effective time, Overland
shareholders will receive 0.510594 share of Sphere 3D common plus a number of
additional Sphere 3D common shares to be determined based on the stated formula.
The calculation depends on the number of shares of Sphere 3D held by Overland as
of the effective time, as well as the amount of indebtedness repaid by Overland
between signing the merger agreement and closing the transaction. Please
present, in an appropriate place in the filing, a possible range of total Sphere
3D shares payable per Overland share based on recent and reasonable estimates of
the inputs into the formula for determining consideration (i.e., the number of
common shares of Sphere 3D expected to be held by Overland immediately prior to
the closing of the merger and the principal amount of any indebtedness of
Overland to the Cyrus Funds expected to be by Overland repaid between the
signing and closing of the merger). You may wish to provide disclosure regarding
the range of consideration payable elsewhere in the filing, with a
cross-reference on your cover page.

Sphere 3D Corporation’s Response:

            The
Sphere 3D common shares held by Overland (the “Shares”) have been pledged
as collateral for loans (the “Loans”) made by Sphere 3D to Overland at
the time of signing the Merger Agreement and subsequent thereto (as described on
page 77 of the Amended F-4). Overland expects that the Shares will either be
returned to Sphere 3D in satisfaction of the Loans immediately prior to the
closing of the Merger or sold in private transactions by Overland prior to the
closing of the Merger. As such, Sphere 3D and Overland do not expect that there
will be any adjustment to the Exchange Ratio as a result of Overland holding any
Sphere 3D shares at the closing of the Merger. In addition, Overland does not
expect to repay any indebtedness owed to the Cyrus Funds prior to the closing of
the Merger. As such, Sphere 3D and Overland do not expect that there will be any
adjustment to the Exchange Ratio as a result of Overland repaying any
indebtedness owed to the Cyrus Funds prior to the closing of the Merger. In
response to the Staff’s comment, Sphere 3D and Overland have included statements
to this effect in the Amended F-4 in the Prospectus Cover Page/Letter to
Shareholders and at pages 2 and 50 of the Amended F-4. However, Overland and
Sphere 3D respectfully advise the Staff that they believe the inclusion of a
range of shares issuable to the Overland shareholders by Sphere 3D at the
closing of the Merger would be misleading to the shareholders of Overland.

Staff Comment No. 4.

The fifth paragraph of the letter
states that the merger cannot be completed without the holders of a majority of
Overland’s outstanding shares of common stock entitled to vote at the special
meeting. We note from disclosure in the Q&A section and elsewhere in the
filing that the majority shareholder of Overland along with other Overland shareholders have entered
into a voting agreement pursuant to which they have agreed to vote their shares
representing approximately 65% of the outstanding shares of Overland as of the
record date in favor of the merger at the special meeting. Accordingly, please
state clearly in the cover page/letter to shareholders, if accurate, that as a
result of the voting agreement, the merger is expected to be approved by the
Overland shareholders at the special meeting, regardless of the votes of
Overland shareholders who are not party to the voting agreement. Please clarify
this matter where appropriate throughout your filing.

Barbara C. Jacobs
Assistant Director
September 11, 2014

Page 5

Sphere 3D Corporation’s Response:

            Sphere
3D and Overland have revised the disclosure in the fifth paragraph of the letter
and where appropriate throughout the Amended F-4, including in the Notice of
Special Meeting of Shareholders, on page 10 in response to the
Staff’s comment.

Questions and Answers about the Merger and Special
Meeting, page 1

 Staff Comment No. 5.

Please address in your Q&A
section what holders of Overland options, restricted stock units, and
convertible notes will receive in the merger, to the extent the treatment of
these securities is material to an Overland shareholder’s voting and investment
decision.

Sphere 3D Corporation’s Response:

            Sphere
3D and Overland have added an additional Q&A to the Amended F-4 disclosing
what holders of Overland options and restricted stock units will receive in the
Merger in response to the Staff’s comment. Sphere 3D and Overland have
added an additional Q&A to the Amended F-4 disclosing what holders of
Overland convertible notes will receive in the Merger in response to the
Staff’s comment.

            The
following paragraph has been included in the Amended F-4 to address the comment
received by the Staff:

            Q:
What will the holders of Overland options and restricted stock units receive in
the merger?

            A: At the Effective Time, each outstanding Overland
option will be converted into an option to acquire common shares of Sphere 3D,
on the same terms and conditions as were applicable to the stock option prior to
the merger, except that the number of shares subject to the option and the
exercise price of the option will be adjusted as to preserve the economic value
of such options. A total of 50% of all Overland restricted stock unit awards
that are outstanding and unvested on the closing date of the merger (including
any units that accelerate upon a change in control in accordance with their
terms) will accelerate and vest immediately prior to the effective time of the
merger. At the Effective Time, the accelerated restricted stock units will be
exchanged for Sphere 3D common shares at the Exchange Ratio. For more
information on the treatment of restricted stock units and options, please see
“Treatment of Overland Restricted Stock Units and Options” on page 72.

Barbara C. Jacobs
Assistant Director
September 11, 2014

Page 6

Q: What will the holders of Overland convertible notes receive in the merger?

            A:
At the Effective Time, each outstanding convertible promissory note of Overland
will be assumed by Sphere 3D. In addition, Sphere 3D will issue to the Cyrus
Funds additional Sphere 3D shares equal to 5% of the aggregate principal amount
of the convertible promissory notes held by the Cyrus Funds immediately prior to
the Effective Time.

Staff Comment No. 6.

Please provide a Q&A describing
the conditions to the merger. We note the related discussion in your summary.

Sphere 3D Corporation’s Response:

            Sphere
3D and Overland have added an additional Q&A to the Amended F-4 describing
the conditions to the Merger in response to the Staff’s comment.

            The
following paragraph has been included in the Amended F-4 to address the comment
received by the Staff:

Q: Are there any conditions to the closing of the merger?

A: Sphere 3D’s and Overland’s obligations to complete the merger depend on a
number of conditions being met. These include: (i) approval of the merger by the
holders of a majority of the outstanding Overland common shares; (ii) receipt or
filing of all consents, approvals and authorizations of, any governmental
authority required to be made or obtained b

August 19, 2014

Via E -mail
Peter Tassiopoulos
Chief Executive Officer
Sphere 3D Corporation
240 Matheson Blvd. East,
Mississauga, Ontario L4Z 1X1

Re: Sphere 3D Corporation
Joint Proxy/ Registration Statement on Form F -4
Filed July 23, 2014
  File No. 333-197569

Dear Mr. Tassiopoulos :

We have reviewed your  joint proxy/ registration statement and have the following
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 filing  and providing the requested
information.   If you do not believe our comments apply 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 filing  and the information you provide in
response to these comments, we may have additional comments.

General

1. Please provide us with your analysis as to whether you qualify as an “emerging growth
company,” as defined in the Jumpstart Our Business Startups Act.  If y ou believe you
qualify, please disclose this status in the filing;  and describe how and when a company
may lose emerging growth company status and provide a brief description of the
exemption from Section 404(b) of the Sarbanes -Oxley Act of 2002.

Prospec tus Cover Page/Letter to Shareholders

2. We refer to the second paragraph of the letter to Overland shareholders describing in
mathematical terms how the number of shares of Sphere 3D common stock to be issued
as merger consideration is to be calculated .  Please explain clearly the economic
substance behind the formula and inputs used to arrive at the agreed -upon merger
consideration.  As one example, please indicate the source of the numerical inputs to the
formula.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 2

 3. We again refer to the description of the merger consideration payable to Overland
shareholders.  It states that for each share of Overland common stock held as of the
effective time, Overland shareholders will receive 0.510594 share of Sphere 3D common
plus a number of additional Sphere 3D common  shares to be determined based on the
stated formula.  The calculation depends on the number of shares of Sphere 3D held by
Overland as of the effective time, as well as the amount of indebtedness repaid by
Overland between signing the merger agreement and  closing the transaction.  Please
present, in an appropriate place in the filing, a possible range of total Sphere 3D shares
payable per Overland share based on recent and reasonable estimates of the inputs into
the formula for determining consideration (i .e., the number of common shares  of Sphere
3D expected to be held by Overland immediately prior to the closing of the merger and
the principal amount of any indebtedness of Overland to the Cyrus Funds expected to be
by Overland repaid between the signing a nd closing of the merger). You may wish to
provide disclosure regarding the range of consideration payable elsewhere in the filing,
with a cross -reference on your cover page.

4. The fifth paragraph of the letter states that the merger cannot be completed wi thout the
holders of a majority of Overland’s outstanding shares of common stock entitled to vote
at the special meeting.  We note from disclosure in the Q&A section and elsewhere in the
filing that the majority shareholder of Overland along with other Ove rland shareholders
have entered into a voting agreement pursuant to which they have agreed to vote  their
shares representing approximately 65% of the outstanding shares of Overland as of the
record date in favor of the merger at the special meeting.  Accor dingly, please state
clearly  in the cover page/letter to shareholders, if accurate, that as a result of the voting
agreement, the merger is expected  to be approved by the Overland shareholders at the
special meeting , regardless of the votes of Overland sha reholders who are not party to the
voting agreement .  Please clarify this matter where appropriate throughout your filing.

Questions and Answers about the Merger and Special Meeting, page 1

5. Please address in your Q& A section what holders of Overland options, restricted stock
units, and convertible  notes will receive in the merger, to the extent the treatment of these
securities is material to an Overland shareholder’s voting and investment decision.

6. Please provide  a Q&A describing  the cond itions to the merger.  We note the  related
discussion in your summary.

7. Please also consider adding a Q&A explaining the prohibition against Overland soliciting
other offers relating to an alternative  transaction, as discussed on page 100.

Q:  Do persons involved in the merger have interests that may conflict with mine…?, page 2

8. Please revise the disclosure in this Q&A to state more clearly and comprehensively the
source of the potential conflicts of interest of certain persons i nvolved in the merger.  For

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 3

 example, expand to clarify that Mr. Kelly, current CEO of Overland, is currently on the
board of directors of both Overland and Sphere 3D and that he will be the CEO of the
combined  company following the merger, and that Mr. Bor dessa is currently on the board
of Overland as the nominee  of the Cyrus  Funds .

Q:  What happens if the merger is not completed?, page 4

9. Please disclose here, as you do elsewhere, that if the merger is not completed Overland
may be required  to pay a $3.5 million termination fee and will be required to repay the $5
million loan made by Sphere 3D upon its maturity in May 2018.

Risk Factors

Risks Related to the Merger

“The rights of Overland’s shareholders who become Sphere 3D shareholders…,” page 27

10. This risk factor indicates that there “may be material differences between the current
rights of Overland  shareholders, as compared to the rights they will have as Sphere 3D
shareholders.”  Please expand to highlight the material differences that may be advers e to
Overland shareholders upon becoming Sphere 3D shareholders.

11. Further, please add a risk factor disclosure discussing the more limited SEC reporting
requirements applicable  to Sphere 3D as a foreign private issuer, as compared to a
domestic reporting issuer such as Overland, and the attendant risks for investors.  We
note in this regard your discussion beginning on page 86 of Sphere 3D’s reporting
requirements as a foreign p rivate issuer.

“Fluctuations in the Canadian/United States exchange rate…,” page 36

12. To indicate the scope of the risk described here, please provide quantitative information
regarding the “substantial portion” of your revenue earned in U.S. dollars, as well as the
“substantial portion” of your operating expense incurred in Canadian dollars.

Proposal One – The Merger

Background of the Merger, page 47

13. You disclose here that in the fall of 2012, “Mr. Tassiopoulos , only a shareholder of
Sphere 3D at the time, reached out to [Overland CEO] Mr.  Kelly, whom he had met
socially on several previous occasions , to discuss the possibility of Sphere 3D being
acquired by Overland.”  Please advise, and if appropriate disclose , whether Mr.
Tassiopoul os had any specific authority or instruction from Sphere 3D management (e.g.,
board approval) regarding this communication with Mr. Kelly.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 4

 14. You indicate on page 57 that the special committee of the Overland board of directors
discuss ed the need or advisability of a “majority of the minority” provision in connection
with the proposed merger transaction with Sphere 3D.  Please briefly explain what a
“majority of the minority” provision is in this context, and clarify the conclusion reac hed
by the special committee with respect to the need for it, in light of the po tential risk
described.

Opinion of Roth, the Special Committee’s Financial Advisor, page 62

15. You disclose that in arriving at its fairness opinion, Roth Capital Partners, LLC,  reviewed
and analyzed the financial terms of the draft merger agreement provided to Roth on May
15, 2014.  Please advise whether there were any material differences between the draft
reviewed by Roth and the final merger agreement executed by Overland and  Sphere 3D
later that day.  If so, please disclose the material differences here and in the background
of the merger discussion.  We note in this regard the disclosure on page 63 that Roth
assumed, at the special committee’s direction, that the merger will  be consummated in
accordance with the terms set forth in the draft agreement reviewed by Roth without
waiver, modification or amendment of any material term.

Treatment of Overland Restricted Stock Units and Options

Restricted Stock Units, page 69

16. The d isclosure provided here regarding the acceleration of vesting of Overland RSU
awards in connection with the merger is unclear.  You disclose that any Overland RSU
award that is outstanding at the effective time of the merger and that provides per its
terms  for vesting upon a change in control will vest at the level provided under such
terms immediate ly prior to the effective time.  You state further, “In addition, a total of
50% of all Overland restricted stock unit awards that are outstanding and unvested on the
closing date of the merger (including any units that accelerate upon a change in control in
accordance with their terms) will accelerate and vest immediately prior to the effective
time of the merger.”  Clarify whether the RSU awards that accelerate  upon a change of
control per their terms are excluded from the 50% figure, as the phrase “In addition”
suggests, or whether these awards are included in the 50%, as the quoted parenthetical
suggests.  For clarity, it may be helpful to quantify the RSU awa rds that will vest per
their terms and those that will vest otherwise at the effective time of the merger.

The Agreement and Plan of Merger, page 93

17. We note your statement in this section that the terms of the merger agreement are not
intended to provide any factual information about Overland or Sphere 3D, as well as your
ensuing qualifications regarding investors’ ability to rely on the representation s and
warranties made in the agreement.  Please note that disclosure regarding an agreement’s
representations, warranties or covenants in a proxy statement/prospectus (whether

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 5

 through incorporation by reference or direct inclusion) constitutes a disclosure  to
investors, on which they are entitled to rely.  Please refer to the Report of Investigation
Pursuant to Section 21(a) of the Securities Exchange Act of 1934 and Commission
Statement on potential Exchange Act Section 10(b) and Section 14(a) liability, E xchange
Act Release No. 51283 (Mar. 1, 2005). Accordingly, if you continue to use these
statements in your proxy statement/pros  pectus, please revise them to remove any
implication that the merger agreement does not constitute disclosure under the federal
securities laws and to clarify that you will provide additional disclosure in your public
reports to the extent that you are or become aware of the existence of any material facts
that are required to be disclosed under federal securities law and that migh t otherwise
contradict the representations and warranties contained in the agreement and will update
such disclosure as required by federal securities laws.

Information about the Companie s

Sphere 3D’s Business

Corporate Structure, page 113

18. Please expan d this disclosure to explain briefly the reasons for Sphere 3D’s reverse
takeover of T.B. Mining in December 2012.

Key Subsequent Events Since December 31, 2013

Special Warrant Offering, page 116

19. Please update the discussion of the warrants issued by Sp here 3D in the June 5, 2014
private placement as appropriate to reflect that July 31, 2014 (the “penalty deadline”
discussed here) has passed.

Directors and Officers

Biographies, page 121

20. Please clarify in Mr. Bowman’s biography on page 122 whether he r emains the managing
partner with Capital Canada Limited.   In this regard, the disclosure states  he “was
Managing Partner with Capital Canada Limited from 2003 to 2014 ,” but it also refers to
his responsibilities with Capital Canada Limited in the present tense, suggesting he
remains with this firm.

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 6

 Sphere 3D’s Management’s Discussion and Analys is of Financial Condition and Results of
Operation, page 131

21. Please consider providing a balanced, executive -level discussion that identifies the most
important themes  or other significant matters with which Sphere 3D management is
primarily concerned in evaluating  the company's financial condition and operating
results.  Such an overview would include economic or industry -wide factors relevant to
the company; serve to inform the reader about how your company plans to grow  revenues
and income and generate cash; and provide insight into material opportunities,
challen ges, and risks, such as those presented by known material trends and uncertainties
(such as the Overland merger and the acquisition of V3) , on which management is  most
focused for both the short and long term, as well as the actions they are taking to addr ess
these opportunities, challenges and risks.   Consider enhancing your disclosure in this
regard to include a discussion and analysis of your financial condition and operating
performance, both historically and prospectively.   Refer to Section III.A of SE C Release
No. 33-8350 .

Unaudited Pro Forma Condensed Combined Financial Information

Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended
December 31, 2013

Sphere 3D Corporation

Notes to the Unaudited Pro Forma Condensed Com bined Financial Information

1. Basis of Presentation, page 151

22. Please expand your explanation in Note 1.(c) on page 153 and in Note 1. on page 162 to
better clarify how the financial results of Overland Storage, Inc. for the year ended
December 31, 2013 were derived.  For example, please clarify if the December 31, 2013
financial results were derived by adding the subsequent six month interim results to the
fiscal year’s data and deducting the comparable preceding year’s six month interim
results.

Relate d Party Transactions of Directors and Executive Officers of the Combined Company, page
164

23. You state that except as described in this section “or elsewhere in this proxy
statement/prospectus,” Sphere 3D has had no related party transaction or loans other than
the merger, involving any person who will serve as a director or executive officer of
Sphere 3D following the merger.  Please revise to remove the general reference to
disclosure “elsewhere” in the filing, and ensure that you specifically identify in this
section all related party transactions for which disclosure is required for by Item

Peter Tassiopoulos
Sphere 3D Corporation
August 19, 2014
Page 7

 18(a)(7)(iii) of Form 20F.  A specific cross -reference to more detailed disclosure
elsewh ere in the filing is acceptable.

24. Please revise this section to describe the covenants in the referenced note purchase
agreements with Overland waived by the Cyrus Funds in connection with the entry into
the merger agreement and the issuance of notes by Sphere 3D to Overland.

Security Own ership of Certain Beneficial Owners and Management of Sphere 3D, page 183

25. Please identify the person(s) who hold or share voting or dispositive power with respect
to the Sphere 3D shares of common stock held by Sheldon Inwentash Pinetree  Capital
Limited.

Legal Matters, page 187

26. We note from the beneficial ownership disclosure on page 183 that your director Jason
Meretsky has an equity interest in Sphere 3D, and that Meretsky La

CORRESP
1
filename1.htm

   Sphere 3D Corp.: Correspondence - Filed by newsfilecorp.com

RICHARD RAYMER
Partner
DIRECT: 416-367-7388
FAX:
416-367-7371
raymer.richard@dorsey.com

July 2, 2014

Via: EDGAR

Securities and Exchange Commission
100 F Street, NE

Washington, DC 20549
ATTN: Paul Dudek

    Re:
    Request for Acceleration – Sphere
      3D Corporation

    Registration Statement on Form
      40-F (SEC File No. 000-55232)

Ladies and Gentlemen:

We are United States legal counsel to Sphere 3D Corporation
(the “Company”). On behalf of the Company, we hereby respectfully request that
the United States Securities and Exchange Commission accelerate the
effectiveness of the above-referenced Registration Statement on Form 40-F, and
to permit said Registration Statement to become effective on July 7, 2014, or as
soon as practicable thereafter.

Please contact the undersigned with any questions with respect
to this request.

Very truly yours,

DORSEY & WHITNEY LLP

/s/ Richard Raymer
Richard
Raymer
Partner

CORRESP
1
filename1.htm

   Sphere 3D Corporation - SEC Correspondence - Filed by newsfilecorp.com

RICHARD RAYMER
Partner
DIRECT:
416-367-7388
FAX: 416-367-7371

raymer.richard@dorsey.com

July 2, 2014

VIA EDGAR

Paul Dudek
Securities and Exchange Commission
100 F
Street, NE
Washington, D.C. 20549-7553

Re: Sphere 3D Corporation – Form 40-F Registration Statement

Ladies and Gentlemen:

As requested, on behalf of Sphere 3D Corporation (the “Company”), please
find below additional information regarding the Company’s private placement of
units (the “Units”) that closed on November 12, 2013 and the Company’s
private placement of special warrants (the “Special Warrants”) that
closed on June 5, 2014. The Company is an Ontario corporation and satisfies the
definition of “foreign private issuer” as defined in Rule 405 of the United
States Securities Act of 1933, as amended (the “U.S. Securities Act”).

The November Placement

On November 12, 2013, the Company closed a private placement of Units in Canada,
in accordance with Regulation S under U.S. Securities Act, and concurrently sold
Units in the United States (the “November U.S. Private Placement”)
on a private placement basis to a single United States institutional accredited
investor (the “November U.S. Purchaser”). The November U.S.
Private Placement was conducted in compliance with Rule 506(b) of Regulation D
under the U.S. Securities Act. Each Unit consisted of one common share of the
Company (the “Common Shares”) and one-half of one Common Share purchase
warrant to acquire one additional Common Share (each whole Common Share purchase
warrant, a “Warrant” and collectively with the Common Shares underlying
the Warrants, and the Common Shares, the “November Securities”).

The Common Shares and the Warrants issued to the November U.S. Purchaser, are
“restricted securities” within the meaning of Rule 144(a)(3) of the U.S.
Securities Act, and were issued on a certificated basis with customary United
States restrictive legends affixed thereto.

The Subscription Agreement used in connection with the offer and sale of the
Units, attached hereto as Exhibit A (the “November Subscription
Agreement”), along with the United States Subscribers Representation Letter,
included as Schedule C to the November Subscription Agreement, contain
representations and warranties of the Company and of the subscriber, regarding
compliance with Rule 506(b) and setting forth the resale restrictions applicable
to the November Securities acquired by the November U.S. Purchaser. These restrictions include the requirement to have a United States
restrictive legend affixed to the November Securities issued to the November
U.S. Purchaser, which legend restricts the transfer of the November Securities
and the exercise of the Warrants unless registered under the U.S. Securities Act
or an exemption from the registration requirements of the U.S. Securities Act,
and applicable state securities laws, is available.

July 2, 2014
Page 2

The June Placement

On June 5, 2014, the Company closed a private placement of Special Warrants in
Canada, in accordance with Regulation S under the U.S. Securities Act, and
concurrently issued Special Warrants in the United States (the “June
U.S. Private Placement”) on a private placement basis to a single
institutional accredited investor (the “June U.S. Purchaser”). The
June U.S. Private Placement was conducted in compliance with Rule 506(b) of
Regulation D under the U.S. Securities Act.

The Special Warrants issued to the June U.S. Purchaser, are “restricted
securities” within the meaning of Rule 144(a)(3) of the U.S. Securities Act, and
were issued on a certificated basis with customary United States restrictive
legends affixed thereto.

Each Special Warrant will be automatically exercised into one common share and
one-half common share purchase warrant (which along with the common shares
issuable upon exercise of common share purchase warrants are referred to
collectively as the “June Securities”). Exercise of the Special
Warrants shall occur on the third business day following effectiveness of a
prospectus filed with Canadian securities regulators (the “Canadian
Prospectus”), which shall register for resale in Canada the securities
underlying the Special Warrants. The automatic exercise of Special Warrants
shall occur with no action of the holder, nor payment of additional
consideration.

The Subscription Agreement for the Special Warrants, attached hereto as Exhibit
B (the “June Subscription Agreement”), and the United States
Subscribers Representation Letter, included as Schedule C to the June
Subscription Agreement, contain representations and warranties of the Company
and of the subscriber, regarding compliance with Rule 506(b) and setting forth
the resale restrictions applicable to the June Securities acquired by the June
U.S. Purchaser. These restrictions include the requirement to have a United
States restrictive legend affixed to the June Securities issued to the June U.S.
Purchaser, which restricts the transfer of the June Securities and the exercise
of the warrants underlying the June Securities unless registered under the U.S.
Securities Act or an exemption from the registration requirements of the U.S.
Securities Act and applicable state securities laws is available. In addition, a
special warrant indenture, entered into by and between the Company and its
transfer agent, which governs among other things the transfer of Special
Warrants, prohibits the transfer of any outstanding Special Warrants to or for
the account of a U.S. Person (as defined in Rule 902 of Regulation S), unless
expressly agreed to by the Company and an opinion of counsel is delivered.

The Canadian Prospectus is expected to be filed with certain Canadian securities
regulators, including Ontario, in the coming weeks. The Plan of Distribution of
the Canadian Prospectus will contain language setting forth that the June
Securities issued in the June U.S. Private Placement have not been registered
under the U.S. Securities Act or applicable state securities laws and that they
may not be offered or sold in the United States or to or for the account or
benefit of a U.S. Person unless registered under the U.S. Securities Act and
applicable state securities laws or an exemption from such registration
requirements is available.

July 2, 2014
Page 3

Please feel free to contact the undersigned at (416) 367-7388 if you require any
additional information or have any questions.

Sincerely,

DORSEY & WHITNEY LLP

Per: /s/ Richard
Raymer

Richard
Raymer

Partner

Exhibit A

SUBSCRIPTION FOR UNITS

    TO:
    SPHERE 3D
      CORPORATION (the “Corporation”)

    AND TO:
    CORMARK
      SECURITIES INC., PARADIGM
      CAPITAL INC. AND
      JACOB SECURITIES INC.
      (collectively, the “Underwriters”)

    AND TO:
    THE U.S.
      AFFILIATES (as defined herein)

The undersigned (hereinafter referred to as the
“Subscriber”) hereby irrevocably subscribes for and agrees to purchase
from the Corporation the number of units of the Corporation (the “Units”)
set forth below for the aggregate subscription price set forth below,
representing a subscription price of Cdn.$3.35 per Unit, upon and subject to the
terms and conditions set forth in this Subscription Agreement, including the
attached “Terms and Conditions of Subscription”, the applicable schedules
attached hereto and the “Term Sheet” attached hereto as Schedule A (the “Term
Sheet”). Each Unit consists of one common share in the capital of the
Corporation (a “Common Share”) and one-half of one Common Share purchase
warrant (each whole Common Share purchase warrant, a “Warrant”). Each
Warrant will entitle the holder thereof to acquire one additional Common Share
(a “Warrant Share”) at a price of Cdn.$4.50 at any time prior to 5:00
p.m. (Toronto time) on the date (the “Expiry Date”) that is 24 months
following the Closing Date (as defined herein). Commencing on the Closing Date,
in the event that the Common Shares trade on the TSX Venture Exchange (the
“TSXV”) (or other principal exchange or market where the Common Shares
are listed or quoted for trading) at a trading price of $6.00 or more for a
period of at least ten (10) consecutive trading days, the Corporation shall be
entitled to accelerate the exercise period to a period ending not less than
twenty (20) trading days from the date notice of such acceleration is provided
to the holders of Warrants (the “Forced Conversion”). In addition to
this face page, the Subscriber must also complete all applicable schedules
attached hereto.

SUBSCRIPTION AND SUBSCRIBER INFORMATION

Please print all information (other than signatures), as
applicable, in the space provided below.

    Number of Units:
      ________________________________________x Cdn.$3.35

    (Name of Subscriber)

    =

    Account Reference (if applicable):
    ____________________________

    Aggregate Subscription Price:
      ________________________________________

    By: _______________________________________________________

    Please complete if purchasing as agent or
      trustee for a principal (beneficial purchaser)

    (Official Capacity or Title – if the Subscriber is not an
      individual)

    (a “Disclosed Principal”) and not purchasing as
      agent or trustee for accounts fully

    managed by it:

    (Name of individual whose signature appears above if different
      than the

    name
      of the Subscriber printed above.)

    (Name of Disclosed Principal)

    (Subscriber’s Residential Address, including Province/State and
      )

    Postal/ZIP
      Code

    (Disclosed Principal’s Residential Address
      including Province/State and Postal/ZIP Code)

    (Telephone Number)

    (E-mail
      Address)

    (Disclosed Principal’s Telephone
  Number)

    Account Registration Information:

    Delivery Instructions as set forth below:

    [   ] Same address as account
      registration, or

    (Name)

    (Account
      Reference, if applicable)

    (Name)

    (Address, including Postal Code)

    (Account Reference, if applicable)

    Number and kind of securities of the Corporation held, if any:

    (Address including Province/State and Postal/ZIP
      Code)

    (Contact Name)

ACCEPTANCE

The Corporation hereby accepts the subscription as set forth
above on the terms and conditions contained in this Subscription Agreement.

Dated as of the ____ day of November,
2013.

SPHERE 3D CORPORATION

    by:

    Authorized Signing Officer

SPHERE 3D CORPORATION

SUBSCRIPTION FOR UNITS

INSTRUCTIONS

PLEASE MAKE SURE THAT YOUR SUBSCRIPTION INCLUDES:

    1.

      all Subscribers: a completed and signed copy of
      the face page of this Subscription Agreement.

    2.

      all Subscribers: payment by certified cheque,
      money order, bank draft or other acceptable means in the amount of the
      Aggregate Subscription Price payable to one of the Underwriters.

    3.

      Subscribers resident in Canada: a completed and
      signed copy of the Subscriber Certificate attached hereto as Schedule
      B.

    4.

      Subscribers who are, or are subscribing for the
      account or benefit of, persons in the United States or U.S. Persons: a
      completed and signed copy of the United States Subscribers Representation
      Letter attached hereto as Schedule C.

    5.

      all Subscribers: a completed and signed copy of
      the TSXV Subscriber Information Sheet attached hereto as Schedule D,
      including a completed and signed copy of Appendix A thereto, if
      applicable.

PROCEDURE AND DELIVERY:

Subscription forms should be completed, signed and delivered
with payment, by no later than 4:00 p.m. (Toronto time) on Tuesday, November 5,
2013 (or such other time, date or place as the Subscriber may be advised), to:

Cormark Securities Inc.
Royal Bank
Plaza, South Tower
200 Bay Street, Suite 2800
Toronto, ON M5J 2J2

Attention:               Christine
Dolap

Fax:
416.943.6496

Email:                       cdolap@cormark.com

- 2 -

TERMS AND CONDITIONS OF SUBSCRIPTION

UNITS OF SPHERE 3D CORPORATION

The Subscriber understands that the Underwriters have agreed to
purchase 1,250,000 Units from the Corporation for aggregate gross proceeds of
$4,187,500 with the right to substitute purchasers to eligible investors (the
“Offering”). Each Unit will consist of one Common Share and one-half of
one Warrant. Upon the terms and subject to the conditions contained in the
Warrant Indenture (as defined herein) or Warrant Certificate (as defined
herein), as applicable, and subject to the Forced Conversion right, each Warrant
will entitle the holder thereof to acquire one Warrant Share at a price of
Cdn.$6.00 until 5:00 p.m. (Toronto time) on the Expiry Date. The Units, the
Common Shares forming part of the Units, the Warrants and the Warrant Shares are
collectively referred to as the “Securities”. All Units sold for the
account or benefit of, a person in the United States or U.S. Persons, if any, in
accordance with Rule 506(b) of Regulation D under the U.S. Securities Act shall
be sold directly to such persons as substituted purchasers by the Corporation in
accordance with Schedule C of this Subscription Agreement.

    1.

      Definitions. In this Subscription
      Agreement:

    (a)

      “$” means Canadian dollars;

    (b)

      “Aggregate Subscription Price” means the aggregate
      dollar amount of the subscription under this Subscription Agreement as set
      out on the face page hereof;

    (c)

      “business day” means a day other than a Saturday,
      Sunday or any other day on which the principal chartered banks located in
      Toronto, Ontario are not open for business;

    (d)

      “Canadian Offering Jurisdictions” means each of
      the provinces and territories of Canada;

    (e)

      “Canadian Securities Laws” means, as applicable,
      the securities laws and regulations in each of the Canadian Offering
      Jurisdictions, all written instruments, rules and orders having the force
      of law of the securities regulators or regulatory authorities in each of
      the Canadian Offering Jurisdictions and the rules of the TSXV;

    (f)

      “Closing” has the meaning ascribed to such term in
      Section 4;

    (g)

      “Closing Date” means November 12, 2013 or such
      other date as the Corporation and the Underwriters may agree;

    (h)

      “Closing Time” means 10:00 a.m. (Toronto time) on
      the Closing Date or such other time as the Corporation and the
      Underwriters may agree;

    (i)

      “Common Shares” means common shares in the capital
      of the Corporation;

    (j)

      “Compensation Options” has the meaning ascribed to
      such term in Section 11;

    (k)

      “control person” means a person, company or
      combination of persons or companies described in the provisions of
      securities legislation listed in Appendix A to National Instrument 45-102
      –

      Resale of Securities;

    (l)

      “Corporation” means Sphere 3D Corporation, a
      corporation existing under the Business Corporations Act (Ontario)
      and includes any successor corporation;

    (m)

      “Disclosed Principal” has the meaning ascribed to
      such term on the face page of this Subscription Agreement;

    (n)

      “Expiry Date” has the meaning ascribed to such
      term on the face page of this Subscription
Agreement;

- 3 -

    (o)

      “International Jurisdiction” has the meaning
      ascribed to such term in clause 8(p);

    (p)

      “Lead Underwriter” means Cormark Securities
      Inc.;

    (q)

      “NI 45-106” means National Instrument 45-106 –
      Prospectus and Registration Exemptions of the Canadian Securities
      Administrators;

    (r)

      “Notice” has the meaning ascribed to such term on
      the face page of this Subscription Agreement;

    (s)

      “Offering”