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                 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