0001591956-23-000012 | 10-Q | XBRL Viewer

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Changes in the liability for deferred revenue associated with extended warranties and service contracts were as follows (in thousands):


	Deferred Revenue
Liability at January 1, 2023	$	139
Revenue recognized during the period	(27)
Change in liability for warranties issued during the period	4
Liability at March 31, 2023	$	116
Current liability, included in other current liabilities	70
Non-current liability, included in other non-current liabilities	46
Liability at March 31, 2023	$	116

Subsequent Events (Details) $ / shares in Units, $ in Thousands	Apr. 17, 2023 USD ($) payment $ / shares shares	Apr. 04, 2023 USD ($)	May 11, 2023 shares	Mar. 31, 2023 shares	Dec. 31, 2022 shares
Subsequent Event [Line Items]
Common shares, issued (in shares)				73,944,714	68,631,104
Hertford
Subsequent Event [Line Items]
Common shares, issued (in shares)				5,239,000
Preferred stock shares converted (in shares)				5,239
Subsequent Event \| Rebel Mining Company
Subsequent Event [Line Items]
Term		3 years
Hosting Arrangement, Deposit Paid \| $		$ 1,400
Renewal term		1 year
Hosting Arrangement, Payment of Service Fee Period		2 months
Subsequent Event \| Common Share Purchase Warrant
Subsequent Event [Line Items]
Warrants exercise price (in USD per share) \| $ / shares	$ 0.47
Warrant term	3 years
Warrant term before expiration	6 months
Exercise price, percent of VWAP	110.00%
Exercise price adjustment period	5 days
Percent of maximum aggregate common shares issuable reserved for issuance	200.00%
Subsequent Event \| Senior Convertible Promissory Note
Subsequent Event [Line Items]
Note principal amount \| $	$ 1,000
Number of shares called by warrants (in shares)	3,191,489
Proceeds from debt issuance \| $	$ 780
Contingent proceeds from debt issuance \| $	$ 2,000
Contingent proceeds from debt issuance, term	5 days
Debt maturity term	24 months
Interest rate per annum	7.50%
Conversion price per share (in dollars per share) \| $ / shares	$ 0.2976
Conversion price, percent of VWAP	85.00%
Conversion price adjustment period	5 days
Repayment waiting period	12 months
Number of monthly payments \| payment	12
First period after debt issuance	120 days
Second period after debt issuance	12 months
Subsequent Event \| Hertford
Subsequent Event [Line Items]
Common shares, issued (in shares)			3,235,000
Preferred stock shares converted (in shares)			3,235

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (3,489)	$ (14,647)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(2)	9
Total other comprehensive (loss) income	(2)	9
Comprehensive loss	$ (3,491)	$ (14,638)

- Definition

Amount after tax of income (loss) from continuing operations attributable to the parent.

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- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

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+ Details

Certain Balance Sheet Items - Other current liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Advance from target for SPAC	$ 699	$ 449
Taxes payable for SPAC	270	254
Deferred revenue	120	160
Other	107	111
Other current liabilities	$ 1,196	$ 974

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2023
Accounting Policies [Abstract]
Principles of Consolidation	Principles of ConsolidationThe condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been appropriately eliminated in consolidation.
Use of Estimates	Use of EstimatesThe preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Reclassifications	Reclassifications Certain prior period amounts have been reclassified for consistency with the current period presentation. The reclassifications did not have a material impact on the Company's condensed interim consolidated financial statements and related disclosures.
Foreign Currency Translation	Foreign Currency TranslationThe financial statements of the Company’s foreign subsidiary, for which the functional currency is the local currency, is translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as accumulated other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations.
Cash Equivalents	Cash EquivalentsHighly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances and believes credit risk to be minimal.
Restricted Cash and cash equivalents	Restricted Cash and Cash Equivalents Restricted cash is cash held in a separate bank account with restrictions on withdrawal. The Company’s restricted cash classified as current, is pledged as collateral for a standby letter of credit used for the bonding purpose necessary for the Company to receive mining machines. Funds held in trust account are restricted and invested in U.S. government treasury money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to MEOA, to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds will not be released from the trust account to MEOA until the earliest of: (a) the completion of MEOA’s initial business combination; or (b) the redemption of the public shares if MEOA is unable to complete the initial business combination on or prior to May 30, 2023, subject to applicable law.
Digital Assets	Digital Assets The Company accounts for digital assets as indefinite-lived intangible assets. The digital assets are recorded at cost less impairment. An impairment analysis is performed 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. The fair value of digital assets is determined on a nonrecurring basis based on the lowest intraday quoted price on the active exchange(s) that the Company has determined as the principal market for digital assets (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined. Impairment losses are recognized in operating expenses in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition. Digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within operating activities in the accompanying condensed consolidated statements of cash flows and any realized gains or losses from such sales are included in operating costs and expenses in the condensed consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.
Allowance for Credit Losses	Allowance for Credit Losses The Company’s assessment of its allowance for credit losses requires it to incorporate considerations of historical information, current conditions and reasonable and supportable forecasts. The Company manages credit risk through review of available public company information. For the Company’s note receivable, the Company has recorded an allowance for credit losses and elected to write off accrued interest receivables by reversing interest income.
Lessee, Leases	Leases The Company has entered into operating leases primarily for real estate. These leases have contractual terms which range from 12 months to 5 years. The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, other current liabilities and other non-current liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the leases typically do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset may also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s leases do not include options to extend the lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.
Property and Equipment	Property and Equipment Property and equipment primarily consists of mining equipment and is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight-line method over the estimated useful lives of the assets, generally five years. The Company reviews the carrying amounts of property and equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the fair value of the asset is estimated in order to determine the extent of the impairment loss, if any.
Intangible Assets	Intangible Assets For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value. Purchased intangible assets are amortized on a straight-line basis over their economic lives of 5 years to 15 years for supplier agreements, six years for channel partner relationships, and seven years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed. The Company has purchased carbon credits that it intends to use. As it intends to use these carbon credits, the assets have been classified as intangible assets. When the carbon credit is used, it will be expensed as an operating expense.
Impairment of Intangible Assets	Impairment of Intangible Assets The Company performs regular reviews of intangible assets to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.
Warrant Liabilities	Warrant LiabilitiesWarrant liabilities are for warrants for shares of MEOA’s common stock that are not indexed to its own stock and are presented as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in interest income and other, net, on the consolidated statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of cash flows. The fair value of the public warrants issued in connection with MEOA's public offering has been measured based on the listed market price of such warrants.
Redeemable non-controlling interests, Policy	Redeemable Non-controlling Interest Redeemable non-controlling interest is interest in a subsidiary of the Company that are redeemable outside of the Company’s control either for cash or other assets. This interest is classified as temporary equity and measured at the estimated redemption value at the end of each reporting period. The resulting increases or decreases in the estimated redemption amount are effected by corresponding charges to accumulated deficit. At March 31, 2023, redeemable non-controlling interest recorded within the Company’s consolidated balance sheets relates to its subsidiary, MEOA.
Revenue Recognition	Revenue Recognition The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor. The Company is engaged with digital asset mining pool operators to provide computing power to the mining pools. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. 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, and this is allocated to the number of digital assets mined. The transaction consideration the Company receives is noncash consideration, in the form of digital currency, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. Fair value of the digital currency award received is determined using the spot price of the related digital currency on the date earned. The Company 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 (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive. Expenses associated with running the digital asset mining operations, such as rent, operating supplies, utilities and monitoring services are recorded as cost of revenues. The Company also generates revenue from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations. The majority of the Company’s product and service revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations. For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months. The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price.
Extended Warranty	Extended Warranty Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. Extended warranty and service contract revenue and recognized as service revenue over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less.
Research and Development Costs	Research and Development CostsResearch and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses.
Comprehensive Income (Loss)	Comprehensive Income (Loss) Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss.
Share-based Compensation	Share-based Compensation The Company accounts for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants in accordance with the authoritative guidance for share-based compensation. Share-based compensation award types include stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Share-based compensation expense is recognized on a straight-lined basis over the requisite service period (usually the vesting period) except for options with graded vesting which is recognized pursuant to an accelerated method. Forfeitures are recognized as a reduction in share-based compensation expense as they occur.
Non-controlling Interest, Policy	Non-controlling Interest The Company accounts for its non-controlling interest in accordance with the authoritative guidance for consolidation which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of the guidance indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations.
Segment Reporting	Segment ReportingOperating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company has two operating segments.
Recently Issued and Adopted Accounting Pronouncements and Accounting Pronouncements Pending Adoption	Recently Issued and Adopted Accounting Pronouncements From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards will not have a material impact on the Company’s consolidated financial statements upon adoption. In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. The Company adopted ASU 2016-13 on January 1, 2023 on a modified retrospective basis which resulted in a $3.8 million increase to the opening balance of accumulated deficit, representing the cumulative allowance for credit losses for the Company’s note receivable. In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The Company adopted the new standard beginning January 1, 2023 and did not have an effect on its financial position, results of operations or cash flows.

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Schedule of Digital Assets

The following table presents the activities of the digital assets (in thousands):


Balance at January 1, 2023	$	1,695
Addition of digital assets	2,524
Digital assets sold for cash	(3,221)
Digital assets issued for services	(312)
Impairment loss	(96)
Balance at March 31, 2023	$	590

Organization and Business - Going Concern (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss available to common shareholders	$ (3,505)	$ (14,647)

- Definition

Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.

+ References

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+ Details

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting fee	$ 4,554	$ 4,554

Summary of Significant Accounting Policies - Intangible Assets (Details)	3 Months Ended
	Mar. 31, 2023
Supplier agreements \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life, finite-lived intangible assets	5 years
Supplier agreements \| Maximum
Finite-Lived Intangible Assets [Line Items]
Useful life, finite-lived intangible assets	15 years
Channel partner relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life, finite-lived intangible assets	6 years
Customer relationships \| Minimum
Finite-Lived Intangible Assets [Line Items]
Useful life, finite-lived intangible assets	7 years

Summary of Significant Accounting Policies - Narrative (Details)	3 Months Ended
	Mar. 31, 2023
Property, Plant and Equipment [Line Items]
Impairment Of Intangible Asset, Indefinite Lived, Excluding Goodwill, Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag	consolidated statements of operations
Impairment Of Intangible Asset, Finite Lived, Statement Of Income Or Comprehensive Income, Extensible Enumeration, Not Disclosed Flag	consolidated statements of operations
Mining Equipment
Property, Plant and Equipment [Line Items]
Useful lives of assets, mining equipment (in years)	5 years

Share Capital (Tables)

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Schedule of Warrants

At March 31, 2023, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
April 2018	5	$5.60	111,563	April 17, 2023
July 2021	3	$4.00	2,000,000	December 22, 2024
August 2021	3	$6.50	2,595,488	August 25, 2024
August 2021	3	$7.50	2,595,488	August 25, 2024
September 2021	5	$9.50	11,299,999	September 8, 2026
October 2021	3	$6.00	850,000	October 1, 2024
February 2022	5	$4.00	100,000	February 7, 2027
February 2022	5	$5.00	100,000	February 7, 2027
February 2022	5	$6.00	100,000	February 7, 2027
			19,752,538

Intangible Assets - Amortization (Details) - USD ($)	3 Months Ended
Intangible Assets - Amortization (Details) - USD ($)	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 400,000	$ 6,200,000
Amortization expense, remainder of fiscal year	1,200,000
Amortization expense 2024	1,600,000
Amortization expense 2025	1,600,000
Amortization expense 2026	1,600,000
Amortization expense 2027	200,000
Amortization expense 2028	$ 100,000

Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Service and Product Segment

Service and product had the following customers that represented more than 10% of revenue.


	Three Months Ended March 31,
		2023		2022
Customer A		23.7	%	21.4	%
Customer B		14.9	%	11.4	%
Customer C		10.9	%	—	%

The Company’s revenue from service and product is generated in the United States.

Service and product had the following receivable’s that represented more than 10% of accounts receivable.


	March 31, 2023		December 31, 2022
Customer A	28.3	%	22.7	%
Customer B	24.8	%	10.2	%
Customer C	18.9	%	15.2	%
Customer D	13.1	%	10.5	%
Customer E	—	%	14.5	%

Certain Balance Sheet Items - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($) miner	Mar. 31, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation	$ 600	$ 100
ROU asset amortization	$ 10	0
Number of miners sold \| miner	2,066
Proceeds from sale of miners	$ 3,101	$ 0
Mining Equipment
Property, Plant and Equipment [Line Items]
Proceeds from sale of miners	$ 3,100

Summary of Significant Accounting Policies - Recently Issued and Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022	Mar. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ (29,963)	$ (34,871)
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ 427,434	419,732	$ 229,842	$ 215,195
Cumulative Effect, Period of Adoption, Adjustment \| Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity		$ 3,821

- Definition

Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
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-Subparagraph (f)
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Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
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-Name Accounting Standards Codification
-Topic 323
-SubTopic 10
-Section 50
-Paragraph 3
-Subparagraph (c)
-URI https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571

+ Details

Commitments and Contingencies

3 Months Ended

Mar. 31, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Service Agreements

On February 8, 2023, the Company entered into a Hosting Agreement with Lancium FS 25, LLC (the “Lancium Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Lancium Hosting Agreement has a term of two years with subsequent one year renewal periods. Within 90 days of commencement of operations of the bitcoin miners, the Company will pay a deposit representing the last two months of service fees. As of March 31, 2023, there have been no costs incurred or deposits made under the Lancium Hosting Agreement.

On June 3, 2022, the Company entered into a Master Agreement with Compute North LLC (the “Compute North MA”) for, the colocation, management and other services of certain of the Company’s mining equipment. In September 2022, Compute North filed for Chapter 11 bankruptcy. In December 2022, the Compute North MA was assigned to GC Data Center Granbury, LLC (the “GC Data Center MA”) and has a term of five years from such assignment date. Under the GC Data Center MA, the monthly service fee is payable based on the actual hashrate performance of the equipment per miner type per location as a percentage of the anticipated monthly hashrate per miner type. A deposit of $0.5 million previously paid to Compute North for the last two months of monthly service fees was remitted to GC Data Center on behalf of the Company and is included in prepaid digital hosting services at March 31, 2023. During the three months ended March 31, 2023 and 2022, the Company incurred costs under the GC Data Center MA of $1.3 million and nil, respectively.

On August 19, 2021, the Company entered into a Master Services Agreement with Gryphon (the “Gryphon MSA”). To provide greater certainty as to the term of the Gryphon MSA, on December 29, 2021, the Company and Gryphon entered into Amendment No. 1 to the Gryphon MSA (the “Gryphon MSA Amendment”) which extended the initial term of the Gryphon MSA to five years, as the Company did not receive delivery of a specified minimum number of digital mining machines during 2022. Subject to written notice from the Company and an opportunity by Gryphon to cure for a period of up to 180 days, the Company shall be entitled to terminate the Gryphon MSA in the event of: (i) Gryphon’s failure to perform the services under the Gryphon MSA in a professional and workmanlike manner in accordance with generally recognized digital mining industry standards for similar services, or (ii) Gryphon’s gross negligence, fraud or willful misconduct in connection with performing the services. Gryphon shall be entitled to specific performance or termination for cause in the event of a breach by the Company, subject to written notice and an opportunity to cure for a period of up to 180 days. As consideration for the Gryphon MSA, Gryphon shall receive the equivalent of 22.5% of the net operating profit, as defined in the Gryphon MSA, of all of the Company’s blockchain and digital currency related operations as a management fee. In addition, any costs Gryphon incurs on the Company's behalf are to be reimbursed to Gryphon as defined in the Gryphon MSA. The Company incurred costs under this agreement of $0.4 million and $0.3 million during the three months ended March 31, 2023 and 2022, respectively.

On April 7, 2023, the Company filed litigation against Gryphon citing several breaches to the Gryphon MSA, including but not limited to, several fiduciary and operational breaches.

Digital Mining Hosting Sub-License

On October 5, 2021, the Company entered into a Sub-License and Delegation Agreement (“Hosting Sub-Lease”) by and between Gryphon and the Company, which assigned to the Company certain Master Services Agreement, dated as of September 12, 2021 (the “Core Scientific MSA”), by and between Core Scientific, Inc. (“Core Scientific”), and Gryphon and Master Services Agreement Order #2 (“Order 2”). On December 29, 2021, the Company and Gryphon entered into Amendment No. 1 to the Sub-Lease Agreement (the “Sub-Lease Amendment”) to provide Gryphon the right to recapture the usage of up to 50% of the hosting capacity to be managed by Core Scientific. The agreement allows for approximately 230 MW of net carbon neutral digital mining hosting capacity to be managed by Core Scientific as hosting partner. As part of the agreement, Core Scientific will provide digital mining fleet management and monitoring solution, Minder™, data analytics, alerting, monitoring, and miner management services. The Hosting Sub-Lease shall automatically terminate upon the termination of the Core Scientific MSA and/or Order 2 in accordance with their respective terms. On October 31, 2022, the Company filed an arbitration request against Core Scientific regarding the Hosting Sub-Lease. The Company has requested that certain advanced deposits paid be refunded back to it as a result of the modification to the Company’s machine purchase agreement with FuFu Technology Limited (now Ethereal Tech Pte. Ltd.). In December 2022, Core Scientific filed Chapter 11 bankruptcy. The Company incurred costs under this agreement of $0.2 million and $29,000 during the three months ended March 31, 2023 and 2022, respectively.

Underwriting Agreement

Subject to the terms of the underwriting agreement for MEOA’s initial public offering, as amended on August 30, 2022, the underwriter is entitled to a deferred underwriting fee of $4.6 million, which is recorded as deferred underwriting fee in the Company’s consolidated balance sheets, and is held in a restricted trust account upon the completion of MEOA’s initial business combination.

Letters of credit

During the ordinary course of business, the Company provides standby letters of credit to third parties as required for certain transactions initiated by the Company. As of March 31, 2023, the Company had one outstanding standby letter of credit to be used for the bond necessary for the Company to receive mining machines.

Extended Warranty

Changes in the liability for deferred revenue associated with extended warranties and service contracts were as follows (in thousands):


	Deferred Revenue
Liability at January 1, 2023	$	139
Revenue recognized during the period	(27)
Change in liability for warranties issued during the period	4
Liability at March 31, 2023	$	116
Current liability, included in other current liabilities	70
Non-current liability, included in other non-current liabilities	46
Liability at March 31, 2023	$	116

Litigation

The Company is, from time to time, subject to claims and suits arising in the ordinary course of business. In the opinion of management, the ultimate resolution of such pending proceedings will not have a material effect on the Company’s results of operations, financial position or cash flows.

Net Loss Per Share (Details) - shares	3 Months Ended
Net Loss Per Share (Details) - shares	Mar. 31, 2023	Mar. 31, 2022
Preferred shares issued and outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	54,761,000	96,000,000
Common share purchase warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	19,752,538	19,858,539
Options and RSUs outstanding
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	6,415,151	60,675

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Cash and cash equivalents	$ 2,713	$ 1,337
Digital assets	590	1,695
Restricted cash	206	206
Accounts receivable, net	139	174
Note receivable, net of allowance for credit losses of $3,821 and $0, respectively	0	3,821
Other current assets	2,685	3,051
Total current assets	6,333	10,284
Property and equipment, net	30,534	34,259
Total intangible assets, net	9,066	9,477
Funds held in trust account	10,576	10,297
Other assets	18,393	18,699
Total assets	74,902	83,016
Accounts payable	1,565	2,993
Accrued liabilities	1,856	1,537
Accrued payroll and employee compensation	523	696
Other current liabilities	1,196	974
Total current liabilities	5,140	6,200
Deferred underwriting fee	4,554	4,554
Warrant liabilities	662	864
Other non-current liabilities	341	366
Total liabilities	10,697	11,984
Commitments and contingencies (Note 12)
Temporary Equity, Carrying Amount, Attributable to Parent	34,532	36,467
Common shares, no par value; unlimited shares authorized, 73,944,714 and 68,631,104 shares issued and outstanding as of March 31, 2023 and December 31, 2022, respectively	459,198	456,402
Accumulated other comprehensive loss	(1,801)	(1,799)
Accumulated deficit	(427,434)	(419,732)
Total Sphere 3D Corp. shareholders’ equity	29,963	34,871
Non-controlling interest	(290)	(306)
Total shareholders’ equity	29,673	34,565
Total liabilities, temporary equity, and shareholders’ equity	74,902	83,016
Series H Preferred Stock
Temporary Equity, Carrying Amount, Attributable to Parent	24,158	26,469
Redeemable Noncontrolling Interest
Temporary Equity, Carrying Amount, Attributable to Parent	$ 10,374	$ 9,998

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows:


	Three Months Ended March 31,
		2023	2022
Preferred shares issued and outstanding		54,761,000	96,000,000
Common share purchase warrants		19,752,538	19,858,539
Options and RSUs outstanding		6,415,151	60,675

Condensed Consolidated Statements of Shareholders' Equity - USD ($) $ in Thousands	Total	Cumulative Effect, Period of Adoption, Adjustment	Common Stock [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Retained Earnings [Member] Cumulative Effect, Period of Adoption, Adjustment	Noncontrolling Interest
Common shares, beginning balance (in shares) at Dec. 31, 2021			63,566,403
Beginning balance, shareholders' equity at Dec. 31, 2021			$ 444,265	$ (1,794)	$ (215,195)
Beginning balance, shareholders' equity at Dec. 31, 2021	$ 227,276						$ 0
Issuance of common shares for the settlement of liabilities (in shares)			950,000
Stock Issued During Period, Value, Issued for Services	1,957		$ 1,957
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	117		$ 117
Remeasurement of redeemable non-controlling interest	0
Other Comprehensive Income (Loss), Net of Tax	9			9
Net loss	(14,647)				(14,647)
Net Income (Loss) Available to Common Stockholders, Basic	(14,647)
Common shares, ending balance (in shares) at Mar. 31, 2022			64,516,403
Ending balance, shareholders' equity at Mar. 31, 2022			$ 446,339	(1,785)	(229,842)
Ending balance, shareholders' equity at Mar. 31, 2022	214,712						0
Common shares, beginning balance (in shares) at Dec. 31, 2021			63,566,403
Beginning balance, shareholders' equity at Dec. 31, 2021			$ 444,265	(1,794)	(215,195)
Beginning balance, shareholders' equity at Dec. 31, 2021	$ 227,276						0
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Common shares, ending balance (in shares) at Dec. 31, 2022	68,631,104		68,631,104
Ending balance, shareholders' equity at Dec. 31, 2022	$ 34,871		$ 456,402	(1,799)	(419,732)	$ (3,821)
Ending balance, shareholders' equity at Dec. 31, 2022	34,565	$ (3,821)					(306)
Issuance of common shares for conversion of preferred shares (in shares)			5,239,000
Conversion of preferred shares	2,311		$ 2,311
Issuance of common shares for vested restricted stock units (in shares)			74,610
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	485		$ 485
Remeasurement of redeemable non-controlling interest	(376)
Other Comprehensive Income (Loss), Net of Tax	(2)			(2)
Net loss	(3,489)				(3,505)
Net Income (Loss) Available to Common Stockholders, Basic	$ (3,505)						16
Common shares, ending balance (in shares) at Mar. 31, 2023	73,944,714		73,944,714
Ending balance, shareholders' equity at Mar. 31, 2023	$ 29,963		$ 459,198	$ (1,801)	$ (427,434)
Ending balance, shareholders' equity at Mar. 31, 2023	$ 29,673						$ (290)

Commitments and Contingencies - Letters of Credit (Details)	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Number of letters of credit outstanding	1

Notes Receivable	3 Months Ended
Notes Receivable	Mar. 31, 2023
Receivables [Abstract]
Notes Receivable	Note Receivable Rainmaker Promissory Note In September 2020, the Company entered into a Senior Secured Convertible Promissory Note with Rainmaker (the “Rainmaker Note”), pursuant to which the Company loaned Rainmaker the principal amount of $3.1 million. The Rainmaker Note is secured as a registered lien under the Uniform Commercial Code and the Personal Property Security Act (Ontario) against the assets of Rainmaker and bears interest at the rate of 10.0% per annum. The principal and interest accrue monthly and are due and payable in full on September 14, 2023. The Company has the right, at any time, to convert all or any portion of the then outstanding and unpaid Rainmaker Note and interest into non-assessable shares of Rainmaker common stock, or any shares of capital stock or other securities of Rainmaker, at the conversion price as defined in the Rainmaker Note. During the three months ended March 31, 2023, as a result of adopting ASU 2016-13, the Company recorded an allowance for credit losses of $3.8 million and reversed accrued interest of $0.1 million. As of March 31, 2023 and December 31, 2022, the Rainmaker Note balance, including accrued interest, was nil and $3.8 million, respectively.

Equity Incentive Plan - Unrecognized Compensation Cost (Details)	3 Months Ended
	Mar. 31, 2023 USD ($)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 1,759,000
Remaining Weighted-Average Recognition Period (years)	1 year 2 months 12 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 605,000
Remaining Weighted-Average Recognition Period (years)	1 year 7 months 6 days

Equity Incentive Plan-RSU details (Details) - Restricted Stock Units (RSUs) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Grant Date Fair Value	$ 59,000	$ 0
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 29,000	$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period	1 year
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Stock Units and Stock Options Vesting Period	3 years

Notes Receivable - Rainmaker Note Receivable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022	Sep. 14, 2020
Receivables [Abstract]
Promissory note receivable	$ 0	$ 3,800	$ 3,100
Stated interest rate	10.00%
Note receivable due date	Sep. 14, 2023
Note receivable, allowance for credit losses	$ 3,821	$ 0
Note receivable, reversal of accrued interest	$ 100

Commitments and Contingencies - Master Services Agreement (Details) - USD ($) $ in Thousands			3 Months Ended
	Feb. 08, 2023	Dec. 29, 2021	Mar. 31, 2023	Mar. 31, 2022
GC Data Center MSA
Other Commitments [Line Items]
Term			5 years
Hosting Arrangement, Deposit Paid			$ 500
Hosting Arrangement, Payment of Service Fee Period			2 months
Hosting service expense			$ 1,300	$ 0
Gryphon
Other Commitments [Line Items]
Term		5 years
Opportunity to cure, maximum number of days		180 days
Other commitments, description			Gryphon shall receive the equivalent of 22.5% of the net operating profit, as defined in the Gryphon MSA, of all of the Company’s blockchain and digital currency related operations as a management fee
Other commitment expenses			$ 400	$ 300
Lancium
Other Commitments [Line Items]
Term	2 years
Renewal term	1 year
Commencement payment period	90 days
Commencement payment of service fees	2 months
Hosting service expense			$ 0

Cover Page - shares	3 Months Ended
Cover Page - shares	Mar. 31, 2023	May 04, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Document Transition Report	false
Entity File Number	001-36532
Entity Registrant Name	Sphere 3D Corp.
Entity Incorporation, State or Country Code	A6
Entity Incorporation, State or Country Code	CA
Entity Tax Identification Number	98-1220792
Entity Address, Address Line One	4 Greenwich Office Park, 1st Floor
Entity Address, City or Town	Greenwich
Entity Incorporation, State or Country Code	CT
Entity Address, Postal Zip Code	06831
City Area Code	647
Local Phone Number	952-5049
Title of 12(b) Security	Common Shares
Trading Symbol	ANY
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		77,266,595
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001591956

Preferred Shares - H Shares (Details)		12 Months Ended
Preferred Shares - H Shares (Details)	Oct. 01, 2021 $ / shares	Dec. 31, 2024	Dec. 31, 2023	Mar. 31, 2023 shares	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common shares, issued (in shares)				73,944,714	68,631,104
Hertford
Class of Stock [Line Items]
Preferred stock shares converted (in shares)				5,239
Common shares, issued (in shares)				5,239,000
Series H Preferred Stock
Class of Stock [Line Items]
Convertible preferred stock, terms of conversion	The Series H Preferred Shares are convertible provided (and only if and to the extent) that prior shareholder approval of the issuance of all Sphere 3D common shares issuable upon conversion of the Series H Preferred Shares has been obtained in accordance with the rules of the Nasdaq Stock Market, at any time from time to time, at the option of the holder thereof, into 1,000 Sphere 3D common shares for every Series H Preferred Share. Each holder of the Series H Preferred Shares, may, subject to prior shareholder approval, convert all or any part of the Series H Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.99% of the total number of outstanding common shares of the Company.
Preferred stock, redemption price (in USD per share) \| $ / shares	$ 1,000
Series H Preferred Stock \| Forecast
Class of Stock [Line Items]
Preferred Stock, Convertible, Threshold of Shares Outstanding		0.100	0.030

Share Capital

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Share Capital

In April 2022, the Company issued 1,350,000 unregistered common shares, with a fair value of $1.7 million, to Bluesphere Ventures Inc. for the right to acquire up to 1,040,000 carbon credits. As of March 31, 2023, none of the carbon credits have been retired.

In March 2022, in connection with the Merger Agreement, the Company issued into escrow 850,000 common shares with a fair value of $1.2 million. On April 4, 2022, the Merger Agreement with Gryphon Digital Mining, Inc. (“Gryphon”) was terminated by the Company and the common shares were released to Gryphon as stated by the escrow agreement.

Unlimited authorized common shares at no par value are available to the Company. At March 31, 2023, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
April 2018	5	$5.60	111,563	April 17, 2023
July 2021	3	$4.00	2,000,000	December 22, 2024
August 2021	3	$6.50	2,595,488	August 25, 2024
August 2021	3	$7.50	2,595,488	August 25, 2024
September 2021	5	$9.50	11,299,999	September 8, 2026
October 2021	3	$6.00	850,000	October 1, 2024
February 2022	5	$4.00	100,000	February 7, 2027
February 2022	5	$5.00	100,000	February 7, 2027
February 2022	5	$6.00	100,000	February 7, 2027
			19,752,538

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
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-Name Accounting Standards Codification
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-Paragraph 13
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Equity Incentive Plan

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

Equity Incentive Plans

Stock Options

The following table summarizes option activity:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Options outstanding — January 1, 2023	2,727,241	$	1.01
Granted	—	$	—
Exercised	—	$	—
Forfeited	(80,000)	$	0.90
Options outstanding — March 31, 2023	2,647,241	$	1.01	5.4	$	—
Vested and expected to vest — March 31, 2023	2,647,241	$	1.01	5.4	$	—
Exercisable — March 31, 2023	597,371	$	1.81	5.0	$	—

Restricted Stock

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2023	876,276	$	1.27
Granted	3,112,910	$	0.41
Vested and released	(74,610)	$	0.79
Forfeited	(146,666)	$	0.97
Outstanding — March 31, 2023	3,767,910	$	0.58

The estimated fair value of RSUs was based on the market value of the Company’s common shares on the date of grant. RSUs typically vest over a period of one to three years from the original date of grant. The total grant date fair value of RSUs vested during the three months ended March 31, 2023 and 2022 was approximately $59,000 and nil, respectively. The fair value of RSUs vested during the three months ended March 31, 2023 and 2022 was approximately $29,000 and nil, respectively.

Share-Based Compensation Expense

The Company recorded the following compensation expense related to its share-based compensation awards (in thousands):


	Three Months Ended March 31,
		2023		2022
Sales and marketing		$	16	$	—

General and administrative		469		117
Total share-based compensation expense		$	485	$	117

Total unrecognized estimated compensation cost by type of award and the weighted-average remaining requisite service period over which such expense is expected to be recognized (in thousands, unless otherwise noted):


	March 31, 2023
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,759	1.2
Stock options	$	605	1.6

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Note receivable, allowance for credit losses	$ 3,821	$ 0
Preferred shares , no par value	$ 0	$ 0
Preferred shares, shares issued (in shares)	54,761	60,000
Preferred shares, outstanding (in shares)	54,761	60,000
Common shares, no par value	$ 0	$ 0
Common shares, issued (in shares)	73,944,714	68,631,104
Common shares, outstanding (in shares)	73,944,714	68,631,104

Intangible Assets

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

The following table summarizes intangible assets, net (in thousands):


	March 31, 2023		December 31, 2022
Supplier agreements	$	39,084	$	39,084
Developed technology	150		150
Channel partner relationships	730		730
Customer relationships	380		380
Capitalized development costs	103		103
	40,447		40,447
Accumulated amortization:
Supplier agreements	(32,106)		(31,708)
Developed technology	(150)		(150)
Channel partner relationships	(730)		(720)
Customer relationships	(369)		(366)
Capitalized development costs	(103)		(103)
	(33,458)		(33,047)
Total finite-lived intangible assets, net	6,989		7,400
Carbon credits held for future use	2,077		2,077
Total intangible assets, net	$	9,066	$	9,477

Amortization expense for intangible assets was $0.4 million and $6.2 million during the three months ended March 31, 2023 and 2022, respectively. Estimated amortization expense for intangible assets is expected to be approximately $1.2 million for the remainder of 2023 and $1.6 million, $1.6 million, $1.6 million, $0.2 million, and $0.1 million in fiscal 2024, 2025, 2026, 2027 and 2028, respectively.

Preferred Shares	3 Months Ended
Preferred Shares	Mar. 31, 2023
Class of Stock Disclosures [Abstract]
Preferred Stock	Preferred Shares Series H Preferred Shares On October 1, 2021, the Company filed articles of amendment to create a series of preferred shares, being, an unlimited number of Series H Preferred Shares and to provide for the rights, privileges, restrictions and conditions attaching thereto. The Series H Preferred Shares are convertible provided (and only if and to the extent) that prior shareholder approval of the issuance of all Sphere 3D common shares issuable upon conversion of the Series H Preferred Shares has been obtained in accordance with the rules of the Nasdaq Stock Market, at any time from time to time, at the option of the holder thereof, into 1,000 Sphere 3D common shares for every Series H Preferred Share. Each holder of the Series H Preferred Shares, may, subject to prior shareholder approval, convert all or any part of the Series H Preferred Shares provided that after such conversion the common shares issuable, together with all the common shares held by the shareholder in the aggregate would not exceed 9.99% of the total number of outstanding common shares of the Company. Each Series H Preferred Share has a stated value of $1,000. The Series H Preferred Shares are non-voting and do not accrue dividends. In November 2022, the Company entered into the Modified Hertford Agreement. The Modified Hertford Agreement provides for certain resale restrictions applicable to the common shares that are issuable upon the conversion of the remaining Series H Preferred Shares during the two-year period ending on December 31, 2024, which are different from the restrictions contained in the Hertford Agreement, as well, commencing January 1, 2023 and terminating on December 31, 2023, holders of Series H Preferred Shares are permitted to (a) convert Series H Preferred Shares in an aggregate amount up to or equal to 3.0% of the aggregate number of Series H Preferred Shares outstanding on the first day of each such month and (b) sell the resulting number (and no greater number) of such converted common shares within such month. Commencing January 1, 2024 and terminating on December 31, 2024, holders of Series H Preferred Shares are permitted to (a) convert Series H Preferred Shares in an aggregate amount up to or equal to 10.0% of the aggregate number of Series H Preferred Shares outstanding on the first day of each such month and (b) sell the resulting number (and no greater number) of such converted common shares within such month. During the three months ended March 31, 2023, pursuant to the Modified Hertford Agreement, the Company issued 5,239,000 common shares for the conversion of 5,239 Series H Preferred Shares. In accordance with the authoritative guidance for distinguishing liabilities from equity, the Company has determined that its Series H preferred shares carry certain redemption features beyond the control of the Company. Accordingly, the Series H Preferred Shares are presented as temporary equity.

Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	$ 40,447	$ 40,447
Finite-lived intangible assets, accumulated amortization	(33,458)	(33,047)
Total finite-lived intangible assets, net	6,989	7,400
Carbon credits held for future use	2,077	2,077
Total intangible assets, net	9,066	9,477
Supplier agreements
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	39,084	39,084
Finite-lived intangible assets, accumulated amortization	(32,106)	(31,708)
Developed technology
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	150	150
Finite-lived intangible assets, accumulated amortization	(150)	(150)
Channel partner relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	730	730
Finite-lived intangible assets, accumulated amortization	(730)	(720)
Customer relationships
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	380	380
Finite-lived intangible assets, accumulated amortization	(369)	(366)
Capitalized development costs
Finite-Lived Intangible Assets [Line Items]
Finite-lived intangible assets, gross	103	103
Finite-lived intangible assets, accumulated amortization	$ (103)	$ (103)

Share Capital - Warrants Outstanding (Details)	3 Months Ended
Share Capital - Warrants Outstanding (Details)	Mar. 31, 2023 $ / shares shares
April 17, 2023
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price \| $ / shares	$ 5.60
Number outstanding, warrants, (in shares)	111,563
Expiration	Apr. 17, 2023
July 2, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price \| $ / shares	$ 4.00
Number outstanding, warrants, (in shares)	2,000,000
Expiration	Dec. 22, 2024
August 25, 2021 A
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price \| $ / shares	$ 6.50
Number outstanding, warrants, (in shares)	2,595,488
Expiration	Aug. 25, 2024
August 25, 2021 B
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price \| $ / shares	$ 7.50
Number outstanding, warrants, (in shares)	2,595,488
Expiration	Aug. 25, 2024
September 8, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price \| $ / shares	$ 9.50
Number outstanding, warrants, (in shares)	11,299,999
Expiration	Sep. 08, 2026
October 1, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price \| $ / shares	$ 6.00
Number outstanding, warrants, (in shares)	850,000
Expiration	Oct. 01, 2024
February 7, 2022 A
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price \| $ / shares	$ 4.00
Number outstanding, warrants, (in shares)	100,000
Expiration	Feb. 07, 2027
February 7 2022 B
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price \| $ / shares	$ 5.00
Number outstanding, warrants, (in shares)	100,000
Expiration	Feb. 07, 2027
February 7 2022 C
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price \| $ / shares	$ 6.00
Number outstanding, warrants, (in shares)	100,000
Expiration	Feb. 07, 2027
Warrant
Class of Warrant or Right [Line Items]
Number outstanding, warrants, (in shares)	19,752,538

Summary of Significant Accounting Policies - Warrants (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Accounting Policies [Abstract]
Fair Value Adjustment of Warrants	$ 202,000	$ 0
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Change in fair value of warrant liabilities	(202,000)	0
MEOA
Accounting Policies [Abstract]
Fair Value Adjustment of Warrants	200,000	0
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Change in fair value of warrant liabilities	$ (200,000)	$ 0

Equity Incentive Plan - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 485	$ 117
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	16	0
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 469	$ 117

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Operating activities:
Net loss	$ (3,489)	$ (14,647)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation and amortization	1,025	6,364
Share-based compensation	485	117
Impairment of digital assets	96	91
Digital currency issued for services	312	229
Realized gain on sale of digital assets	(633)	(3)
Change in fair value of warrant liabilities	(202)	0
Noncash lease cost	10	0
Issuance of common shares and warrants for settlement of liabilities	0	1,957
Changes in operating assets and liabilities:
Proceeds from sale of digital assets	3,854	0
Digital assets	(2,524)	(730)
Accounts receivable	35	(24)
Accounts payable and accrued liabilities	452	995
Accrued payroll and employee compensation	(173)	16
Other assets and liabilities, net	588	(10,225)
Net cash used in operating activities	(164)	(15,860)
Investing activities:
Proceeds from sale of property and equipment	3,101	0
Payments for purchase of property and equipment	(1,561)	(9,999)
Notes receivable	0	(2,837)
Net cash provided by (used in) investing activities	1,540	(12,836)
Net increase (decrease) in cash, cash equivalents and restricted cash	1,376	(28,696)
Cash, cash equivalents and restricted cash, beginning of period	1,543	54,355
Cash, cash equivalents and restricted cash, end of period	2,919	25,659
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	2,713	25,659
Restricted cash	206	0
Total cash, cash equivalents and restricted cash	2,919	25,659
Supplemental disclosures of non-cash investing activities:
Remeasurement of redeemable non-controlling interest	376	0
Reclassification from deposit for mining equipment to mining equipment	$ 0	$ 4,386

Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Subtotal	$ 30,126	$ 33,841
Right of use asset	$ 408	$ 418
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration]	Property and equipment, net	Property and equipment, net
Property and equipment, net	$ 30,534	$ 34,259
Mining Equipment
Property, Plant and Equipment [Line Items]
Mining equipment	32,449	35,550
Accumulated depreciation	$ 2,323	$ 1,709

Fair Value Measurements	3 Months Ended
Fair Value Measurements	Mar. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Disclosures	Fair Value Measurements The authoritative guidance for fair value measurements establishes a three tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. These tiers include: Level 1, defined as observable inputs such as quoted prices in active markets; Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable; and Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions. Assets and Liabilities that are Measured at Fair Value on a Recurring Basis The Company’s consolidated financial instruments include cash equivalents, accounts receivable, notes receivable, accounts payable, accrued liabilities, and warrant liabilities. Fair value estimates of these instruments are made at a specific point in time, based on relevant market information. These estimates may be subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. The carrying amount of cash equivalents, accounts receivable, notes receivable, accounts payable and accrued liabilities are generally considered to be representative of their respective fair values because of the short-term nature of those instruments. Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis As discussed in Note 2, Summary of Significant Accounting Policies, to the Condensed Consolidated Financial Statements, the Company accounts for its bitcoin as indefinite-lived intangible assets, which are subject to impairment losses if the fair value of its bitcoin held decreases below their carrying value during the reporting period. The Company's non-financial assets such as property and equipment and intangible assets are recorded at fair value when an impairment is recognized or at the time acquired in an asset acquisition or business combination measured using significant unobservable inputs (Level 3).

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Share Capital (Details) - $ / shares	3 Months Ended
Share Capital (Details) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Equity [Abstract]
Common shares, no par value	$ 0	$ 0
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited

Equity Incentive Plan (Tables)

3 Months Ended

Mar. 31, 2023

Share-Based Payment Arrangement [Abstract]

Share-based Payment Arrangement, Option, Activity

The following table summarizes option activity:


	Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (years)	Aggregate Intrinsic Value
Options outstanding — January 1, 2023	2,727,241	$	1.01
Granted	—	$	—
Exercised	—	$	—
Forfeited	(80,000)	$	0.90
Options outstanding — March 31, 2023	2,647,241	$	1.01	5.4	$	—
Vested and expected to vest — March 31, 2023	2,647,241	$	1.01	5.4	$	—
Exercisable — March 31, 2023	597,371	$	1.81	5.0	$	—

Share-based Payment Arrangement, Restricted Stock and Restricted Stock Unit, Activity

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2023	876,276	$	1.27
Granted	3,112,910	$	0.41
Vested and released	(74,610)	$	0.79
Forfeited	(146,666)	$	0.97
Outstanding — March 31, 2023	3,767,910	$	0.58

Share-based Payment Arrangement, Expensed and Capitalized, Amount

The Company recorded the following compensation expense related to its share-based compensation awards (in thousands):


	Three Months Ended March 31,
		2023		2022
Sales and marketing		$	16	$	—

General and administrative		469		117
Total share-based compensation expense		$	485	$	117

Share-based Payment Arrangement, Nonvested Award, Cost


	March 31, 2023
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,759	1.2
Stock options	$	605	1.6

Share Capital - Carbon Credits (Details) $ in Thousands		1 Months Ended
Share Capital - Carbon Credits (Details) $ in Thousands	Apr. 12, 2022 USD ($) credit shares	Mar. 31, 2022 shares	Mar. 31, 2023 credit
Class of Warrant or Right [Line Items]
Issuance of common shares (in shares) \| shares		850,000
Carbon offset credits \| credit	1,040,000
Carbon Credits Retired \| credit			0
Common Stock [Member]
Class of Warrant or Right [Line Items]
Issuance of common shares (in shares) \| shares	1,350,000
Stock Issued During Period, Value, New Issues \| $	$ 1,700

Certain Balance Sheet Items - Other current assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid digital hosting services	$ 840	$ 880
Prepaid services	763	927
Prepaid insurance	611	783
Other	471	461
Other Assets, Current	$ 2,685	$ 3,051

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenue	$ 3,026	$ 1,372
Sales and marketing	274	231
Research and development	270	114
General and administrative	3,471	8,969
Depreciation and amortization	1,025	6,364
Realized gain on sale of digital assets	(633)	(3)
Impairment of digital assets	96	91
Total operating expenses	6,766	16,480
Loss from operations	(3,740)	(15,108)
Other income (expense):
Interest income and other, net	251	461
Net loss	(3,489)	(14,647)
Less: Non-controlling interest - income	16	0
Net loss available to common shareholders	$ (3,505)	$ (14,647)
Net loss per share:
Net loss per share, basic (in USD per share)	$ (0.05)	$ (0.23)
Net loss per share, diluted (in USD per share)	$ (0.05)	$ (0.23)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic (in shares)	72,042,612	63,841,403
Diluted (in shares)	72,042,612	63,841,403
Digital mining revenue
Revenue	$ 2,524	$ 747
Cost of revenue	1,965	355
Service and product revenue
Revenue	502	625
Cost of revenue	$ 298	$ 359

Equity Incentive Plan - Summary of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stock Options
Outstanding - January 1, 2023 (in shares) \| shares	876,276
Grants (in shares) \| shares	3,112,910
Vested (in shares) \| shares	(74,610)
Forfeited (in shares) \| shares	(146,666)
Outstanding - March 31, 2023 (in shares) \| shares	3,767,910
Weighted Average Grant Date Fair Value
Weighted average grant date fair value, outstanding - January 1, 2023 (in USD per share) \| $ / shares	$ 1.27
Weighted average grant date fair value, granted (in USD per share) \| $ / shares	0.41
Weighted average grant date fair value, vested (in USD per share) \| $ / shares	0.79
Weighted average grant date fair value, forfeited (in USD per share) \| $ / shares	0.97
Weighted average grant date fair value, outstanding - March 31, 2023 (in USD per share) \| $ / shares	$ 0.58

Certain Balance Sheet Items (Tables)

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Other Current Assets

The following table summarizes other current assets (in thousands):


	March 31, 2023		December 31, 2022
Prepaid digital hosting services	$	840	$	880
Prepaid services	763		927
Prepaid insurance	611		783
Other	471		461
	$	2,685	$	3,051

Schedule of Property and Equipment

The following table summarizes property and equipment, net (in thousands):


	March 31, 2023		December 31, 2022
Mining equipment	$	32,449	$	35,550
Accumulated depreciation	(2,323)		(1,709)
Subtotal	30,126		33,841
Right of use asset	408		418
Property and equipment, net	$	30,534	$	34,259

Schedule of Other Assets, Noncurrent

The following table summarizes other assets (in thousands):


	March 31, 2023		December 31, 2022
Prepaid digital hosting services	$	18,242	$	18,514
Prepaid insurance and services	83		116
Other	68		69
	$	18,393	$	18,699

Schedule of Other Current Liabilities

The following table summarizes other current liabilities (in thousands):


	March 31, 2023		December 31, 2022
Advance from target for SPAC	$	699	$	449
Taxes payable for SPAC	270		254
Deferred revenue	120		160
Other	107		111
	$	1,196	$	974

Share Capital - Gryphon (Details) $ in Millions	1 Months Ended
Share Capital - Gryphon (Details) $ in Millions	Mar. 31, 2022 USD ($) shares
Equity [Abstract]
Issuance of common shares (in shares) \| shares	850,000
Fair value of shares issued \| $	$ 1.2

Certain Balance Sheet Items

3 Months Ended

Mar. 31, 2023

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Items

The following table summarizes other current assets (in thousands):


	March 31, 2023		December 31, 2022
Prepaid digital hosting services	$	840	$	880
Prepaid services	763		927
Prepaid insurance	611		783
Other	471		461
	$	2,685	$	3,051

The following table summarizes property and equipment, net (in thousands):


	March 31, 2023		December 31, 2022
Mining equipment	$	32,449	$	35,550
Accumulated depreciation	(2,323)		(1,709)
Subtotal	30,126		33,841
Right of use asset	408		418
Property and equipment, net	$	30,534	$	34,259

Depreciation expense for property and equipment was $0.6 million and $0.1 million during the three months ended March 31, 2023 and 2022, respectively, inclusive of ROU asset amortization of $10,000 and nil, respectively.

During the three months ended March 31, 2023, the Company sold 2,066 miners that were included in mining equipment, for cash proceeds of $3.1 million.

The following table summarizes other assets (in thousands):


	March 31, 2023		December 31, 2022
Prepaid digital hosting services	$	18,242	$	18,514
Prepaid insurance and services	83		116
Other	68		69
	$	18,393	$	18,699

The following table summarizes other current liabilities (in thousands):


	March 31, 2023		December 31, 2022
Advance from target for SPAC	$	699	$	449
Taxes payable for SPAC	270		254
Deferred revenue	120		160
Other	107		111
	$	1,196	$	974

Commitments and Contingencies - Warranty and Extended Warranty (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Product Warranty Liability [Line Items]
Current liability, included in other current liabilities	$ 70
Non-current liability, included in other non-current liabilities	46
Deferred revenue
Product Warranty Liability [Line Items]
Beginning balance, liability	139
Revenue recognized during the period	(27)
Change in liability for warranties issued during the period	4
Ending balance, liability	$ 116

Segment Reporting

3 Months Ended

Mar. 31, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Information

The Company has two operating segments, (1) Digital Mining and (2) Service and Product. The relevant guidance requires that segment disclosures present the measure(s) used by the chief operating decision maker to decide how to allocate resources and for purposes of assessing such segments’ performance.

The Digital Mining segment generates revenue from the digital currency the Company earns through its bitcoin mining activities. The Service and Product segment generates revenue from customer contracts for service and extended service contract and the sale of products related to the Company’s data storage product line.

Digital Mining Segment

The Company generates its digital mining revenue from one mining pool operator. The Company’s revenue from digital mining is generated in the United States.

For the three months ended March 31, 2023 and 2022, the Company had one supplier of mining equipment.

Service and Product Segment

Service and product had the following customers that represented more than 10% of revenue.


	Three Months Ended March 31,
		2023		2022
Customer A		23.7	%	21.4	%
Customer B		14.9	%	11.4	%
Customer C		10.9	%	—	%

The Company’s revenue from service and product is generated in the United States.

Service and product had the following receivable’s that represented more than 10% of accounts receivable.


	March 31, 2023		December 31, 2022
Customer A	28.3	%	22.7	%
Customer B	24.8	%	10.2	%
Customer C	18.9	%	15.2	%
Customer D	13.1	%	10.5	%
Customer E	—	%	14.5	%

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 31
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-Paragraph 34
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8981-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 280
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
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-Paragraph 32
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Subparagraph (e)
-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/extlink&oid=126901519&loc=d3e8721-108599

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Commitments and Contingencies - Digital Mining Hosting Sub-License (Details) - Core Scientific - USD ($) $ in Thousands		3 Months Ended
	Oct. 05, 2021	Mar. 31, 2023	Mar. 31, 2022
Other Commitments [Line Items]
Hosting service expense		$ 200	$ 29
Other commitments, description	The agreement allows for approximately 230 MW of net carbon neutral digital mining hosting capacity to be managed by Core Scientific as hosting partner.

Investments	3 Months Ended
Investments	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Investments	Investments Special Purpose Acquisition Company In April 2021, the Company sponsored a special purpose acquisition company (“SPAC”), Minority Equality Opportunities Acquisition Inc. (“MEOA”), through the Company’s wholly owned subsidiary, Minority Equality Opportunities Acquisition Sponsor, LLC (“SPAC Sponsor”). MEOA’s purpose is to focus initially on transactions with companies that are minority owned businesses. MEOA’s IPO was completed on August 30, 2021. As of both March 31, 2023 and December 31, 2022, the Company held an aggregate of 3,162,500 shares of MEOA’s Class B common stock. In August 2022, MEOA entered into a business combination agreement with MEOA Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MEOA (“Merger Sub”), and Digerati Technologies, Inc., a Nevada corporation (“Digerati”), pursuant to which, subject to the satisfaction or waiver of certain conditions set forth therein, Merger Sub will merge with and into Digerati (the “Digerati Merger”), with Digerati surviving the Digerati Merger as a wholly owned subsidiary of MEOA, and with Digerati’s equity holders receiving shares of MEOA common stock. On November 29, 2022, MEOA held a special meeting of stockholders (the “MEOA Meeting”). At the MEOA Meeting, MEOA’s stockholders approved an amendment (the “Extension Amendment”) to MEOA’s amended and restated certificate of incorporation to extend the date by which MEOA must consummate its initial business combination from November 30, 2022 to May 30, 2023, or such earlier date as determined by MEOA’s board of directors. On November 30, 2022, after giving effect to the redemption of public shares of MEOA, the Company’s subsidiary owns a controlling interest of MEOA and it has been consolidated in the Condensed Consolidated Financial Statements.

Summary of Significant Accounting Policies - Digital Assets (Details) - Digital Asset $ in Thousands	3 Months Ended
	Mar. 31, 2023 USD ($)
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 1,695
Addition of digital assets	2,524
Indefinite-Lived Intangible Assets, Sold For Cash	(3,221)
Digital assets issued for services	(312)
Impairment loss	(96)
Ending balance	$ 590

Organization and Business	3 Months Ended
Organization and Business	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business	Organization and Business Sphere 3D Corp. was incorporated under the Business Corporations Act (Ontario) on May 2, 2007 as T.B. Mining Ventures Inc. On March 24, 2015, the Company completed a short-form amalgamation with a wholly-owned subsidiary. In connection with the short-form amalgamation, the Company changed its name to “Sphere 3D Corp.” Any reference to the “Company”, “Sphere 3D”, “we”, “our”, “us”, or similar terms refers to Sphere 3D Corp. and its subsidiaries. In January 2022, the Company commenced operations of its digital mining operation dedicated to becoming a leading carbon-neutral Bitcoin mining company. The Company is establishing an enterprise-scale mining operation through procurement of next-generation mining equipment and partnering with experienced service providers. In addition, the Company delivers data management and desktop and application virtualization solutions through hybrid cloud, cloud and on premise implementations by its global reseller network. The Company achieves this through a combination of containerized applications, virtual desktops, virtual storage and physical hyper-converged platforms. The Company’s products allow organizations to deploy a combination of public, private or hybrid cloud strategies while backing them up with the latest storage solutions. The Company’s brands include HVE ConneXions (“HVE”) and Unified ConneXions (“UCX”). Liquidity and Going Concern The Company has recurring losses from operations and incurred a net loss of approximately $3.5 million for the three months ended March 31, 2023. Management has projected that based on our hashing rate at March 31, 2023, cash on hand may not be sufficient to allow the Company to continue operations beyond the next 12 months if we are unable to raise additional funding for operations. We expect our working capital needs to increase in the future as we continue to expand and enhance our operations. Our ability to raise additional funds for working capital through equity or debt financings or other sources may depend on the financial success of our then current business and successful implementation of our key strategic initiatives, financial, economic and market conditions and other factors, some of which are beyond our control. No assurance can be given that we 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 our future financing and operating activities. We require additional capital and if we are unsuccessful in raising that capital, we may not be able to continue our business operations in the cryptocurrency mining industry or we may be unable to advance our growth initiatives, either of which could adversely impact our 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. These factors, among others, raise substantial doubt that the Company will be able to continue as a going concern. 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.

Summary of Significant Accounting Policies - Other (Details) - 3 months ended Mar. 31, 2023	Total	segment
Accounting Policies [Abstract]
Number of operating Segments	2	2

Segment Reporting - Service and Product Segment (Details)	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2023 segment	Mar. 31, 2022	Dec. 31, 2022
Segment Reporting Information [Line Items]
Number of operating Segments	2	2
Number of mining pool operators	1	1
Number of suppliers	1	1		1
Revenue from Contract with Customer Benchmark \| Customer A \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	23.70%		21.40%
Revenue from Contract with Customer Benchmark \| Customer B \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	14.90%		11.40%
Revenue from Contract with Customer Benchmark \| Customer E \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	10.90%		0.00%
Accounts Receivable \| Customer A \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	28.30%		22.70%
Accounts Receivable \| Customer B \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	18.90%		15.20%
Accounts Receivable \| Customer E \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	0.00%		14.50%
Accounts Receivable \| Customer D \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	13.10%		10.50%
Accounts Receivable \| Customer C \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	24.80%		10.20%

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent to March 31, 2023, the Company issued 3,235,000 common shares for the conversion of 3,235 Series H Preferred Shares. On April 4, 2023, the Company entered into a Master Hosting Services Agreement with Rebel Mining Company, LLC (the “Rebel Hosting Agreement”) for rack space, network services, electrical connections, routine facility maintenance, and technical support of certain of the Company’s mining equipment. The Rebel Hosting Agreement has a term of three years with subsequent one year renewal periods. As required by the Rebel Hosting Agreement, the Company paid a deposit of $1.4 million representing the last two months of estimated service fees. On April 17, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to an institutional accredited investor, LDA Capital Limited (the ”Investor”), a senior convertible promissory note having an aggregate principal amount of $1.0 million (the “Note”), as amended April 25, 2023, and a common share purchase warrant (the “Warrant”) to purchase up to 3,191,489 common shares of the Company (the ”Warrant Shares”). The Company received proceeds of approximately $780,000, which were net of fees associated with the transaction, on April 18, 2023 (the “Closing Date”), with an additional tranche of up to $2.0 million (the “Second Tranche”) to be provided to the Company, subject to certain conditions precedent, within five business days of the date on which an effective registration statement is filed to cover the resale of the conversion shares (as defined below) and the Warrant Shares. Upon receipt of the Second Tranche, the Company shall issue an additional senior convertible promissory note with a principal amount equal to the amount of the Second Tranche, and a common share purchase warrant. The Note matures 24 months after issuance, bears interest at a rate of 7.5% per annum and is convertible into the Company's common shares (the “Conversion Shares”), at the Investor's election, at an initial conversion price equal to the greater of (i) $0.2976 per share, or (ii) 85% of the VWAPS (as defined in the Note) during the five trading days prior to delivery of a conversion notice by the Investor, subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. Commencing on the date that is 12 months from the date of issuance, the Company is required to pay the Investor back the amount of the outstanding principal in twelve consecutive monthly installments. The Company may prepay all, but not less than all, of the then outstanding principal amount of the Note plus an additional prepayment amount equal to the greater of (i) the total amount of interest that would have been payable in respect of initial principal amount under the Note from the issuance date through (A) its original maturity date or (B) if the date of applicable prepayment is prior to the date that is 120 days from the issuance date, the date that is 12 months from the issuance date, and (ii) the amount of interest that would have been payable in respect of initial principal amount under the Note from the date of the applicable prepayment through (A) its original maturity date or (B) if the date of applicable prepayment is prior to the date that is 120 days from the issuance date, the date that is 12 months from the issuance date, at any time prior to the maturity date. The Note contains a number of customary events of default. Additionally, the Note is secured by certain property and equipment owned by the Company, pursuant to a security agreement between the Company and the Investor dated as of April 17, 2023. The Warrant is exercisable at an initial exercise price of $0.47 per share and expires three years from the date of issuance. On the date that is six months from the date of issuance of the Warrant, the exercise price will be adjusted to the lower of (i) $0.47, and (ii) a price equal to 110% of the average of the VWAPS (as defined in the Warrant) of the Company's common shares over five trading days preceding such date. Additionally, the exercise price of the Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. Pursuant to the terms of the Purchase Agreement, the Company will reserve for issuance 200% of the maximum aggregate number of common shares as are issuable upon repayment or conversion in full of the Note and exercise in full of the Warrant at any time.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Principles of Consolidation

The condensed consolidated financial statements of the Company have been prepared by management in accordance with accounting principles generally accepted in the United States of America (“GAAP”), applied on a basis consistent for all periods. Accordingly, they do not include all of the information and disclosures required by U.S. GAAP for a complete set of financial statements. These condensed consolidated financial statements and notes thereto should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 31, 2023. In the opinion of management, all adjustments of a normal recurring nature considered necessary for a fair presentation have been included. The results of operations of any interim period are not necessarily indicative of the results of operations to be expected for the full fiscal year. These condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany balances and transactions have been appropriately eliminated in consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Reclassifications

Certain prior period amounts have been reclassified for consistency with the current period presentation. The reclassifications did not have a material impact on the Company's condensed interim consolidated financial statements and related disclosures.

Foreign Currency Translation

The financial statements of the Company’s foreign subsidiary, for which the functional currency is the local currency, is translated into U.S. dollars using the exchange rate at the consolidated balance sheet date for assets and liabilities and a weighted-average exchange rate during the year for revenue, expenses, gains and losses. Translation adjustments are recorded as accumulated other comprehensive income (loss) within shareholders’ equity. Gains or losses from foreign currency transactions are recognized in the condensed consolidated statements of operations. Such transactions resulted in minimal losses for the three months ended March 31, 2023 and 2022.

Cash and Cash Equivalents

Highly liquid investments with insignificant interest rate risk and original maturities of three months or less, when purchased, are classified as cash equivalents. Cash equivalents are composed of money market funds. The Company maintains cash and cash equivalent balances with financial institutions that exceed federally insured limits. The Company has not experienced any losses related to these balances and believes credit risk to be minimal.

Restricted Cash and Cash Equivalents

Restricted cash is cash held in a separate bank account with restrictions on withdrawal. The Company’s restricted cash classified as current, is pledged as collateral for a standby letter of credit used for the bonding purpose necessary for the Company to receive mining machines.

Funds held in trust account are restricted and invested in U.S. government treasury money market funds. Except with respect to interest earned on the funds held in the trust account that may be released to MEOA, to pay its franchise and income tax obligations (less up to $100,000 of interest to pay dissolution expenses), the proceeds will not be released from the trust account to MEOA until the earliest of: (a) the completion of MEOA’s initial business combination; or (b) the redemption of the public shares if MEOA is unable to complete the initial business combination on or prior to May 30, 2023, subject to applicable law.

Digital Assets

The Company accounts for digital assets as indefinite-lived intangible assets. The digital assets are recorded at cost less impairment.

An impairment analysis is performed 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. The fair value of digital assets is determined on a nonrecurring basis based on the lowest intraday quoted price on the active exchange(s) that the Company has determined as the principal market for digital assets (Level 1 inputs). If the carrying value of the digital asset exceeds the fair value based on the lowest price quoted in the active exchanges during the period, an impairment loss has occurred with respect to those digital assets in the amount equal to the difference between their carrying values and the price determined.

Impairment losses are recognized in operating expenses in the consolidated statements of operations in the period in which the impairment is identified. The impaired digital assets are written down to their fair value at the time of impairment and this new cost basis will not be adjusted upward for any subsequent increase in fair value. Gains are not recorded until realized upon sale or disposition.

Digital assets awarded to the Company through its mining activities are included within operating activities on the accompanying consolidated statements of cash flows. The sales of digital assets are included within operating activities in the accompanying condensed consolidated statements of cash flows and any realized gains or losses from such sales are included in operating costs and expenses in the condensed consolidated statements of operations. The Company accounts for its gains or losses in accordance with the first in first out (FIFO) method of accounting.

The following table presents the activities of the digital assets (in thousands):


Balance at January 1, 2023	$	1,695
Addition of digital assets	2,524
Digital assets sold for cash	(3,221)
Digital assets issued for services	(312)
Impairment loss	(96)
Balance at March 31, 2023	$	590

Allowance for Credit Losses

The Company’s assessment of its allowance for credit losses requires it to incorporate considerations of historical information, current conditions and reasonable and supportable forecasts. The Company manages credit risk through review of available public company information. For the Company’s note receivable, the Company has recorded an allowance for credit losses and elected to write off accrued interest receivables by reversing interest income.

Leases

The Company has entered into operating leases primarily for real estate. These leases have contractual terms which range from 12 months to 5 years. The Company determines if an arrangement contains a lease at inception. Right of use (“ROU”) assets and liabilities resulting from operating leases are included in property and equipment, other current liabilities and other non-current liabilities on our consolidated balance sheets. Operating lease ROU assets and liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As the leases typically do not provide an implicit rate, the Company uses the incremental borrowing rate based on the information available at commencement date in determining the discount rate to calculate the present value of future payments. The operating lease ROU asset may also include any lease payments made and exclude lease incentives and initial direct costs incurred. The Company’s leases do not include options to extend the lease. Short-term leases with an initial term of 12 months or less are not recorded on the balance sheet. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term.

Property and Equipment

Property and equipment primarily consists of mining equipment and is stated at cost, including purchase price and all shipping and custom fees, and depreciated using the straight-line method over the estimated useful lives of the assets, generally five years.

The Company reviews the carrying amounts of property and equipment when events or changes in circumstances indicate the assets may not be recoverable. If any such indication exists, the fair value of the asset is estimated in order to determine the extent of the impairment loss, if any.

Intangible Assets

For intangible assets purchased in a business combination, the estimated fair values of the assets received are used to establish their recorded values. For intangible assets acquired in a non-monetary exchange, the estimated fair values of the assets transferred (or the estimated fair values of the assets received, if more clearly evident) are used to establish their recorded values. Valuation techniques consistent with the market approach, income approach and/or cost approach are used to measure fair value.

Purchased intangible assets are amortized on a straight-line basis over their economic lives of 5 years to 15 years for supplier agreements, six years for channel partner relationships, and seven years for customer relationships as this method most closely reflects the pattern in which the economic benefits of the assets will be consumed.

The Company has purchased carbon credits that it intends to use. As it intends to use these carbon credits, the assets have been classified as intangible assets. When the carbon credit is used, it will be expensed as an operating expense.

Impairment of Intangible Assets

The Company performs regular reviews of intangible assets to determine if any event has occurred that may indicate that intangible assets with finite useful lives and other long-lived assets are potentially impaired. Triggering events for impairment reviews may be indicators such as adverse industry or economic trends, restructuring actions, lower projections of profitability, or a sustained decline in our market capitalization. Intangible assets are quantitatively assessed for impairment, if necessary, by comparing their estimated fair values to their carrying values. If the carrying value exceeds the fair value, the difference is recorded as an impairment.

Warrant Liabilities

Warrant liabilities are for warrants for shares of MEOA’s common stock that are not indexed to its own stock and are presented as liabilities at fair value on the consolidated balance sheets. The warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized in interest income and other, net, on the consolidated statements of operations. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the consolidated statements of cash flows. The fair value of the public warrants issued in connection with MEOA's public offering has been measured based on the listed market price of such warrants. The Company recorded a fair value adjustment for warrant liabilities of $0.2 million and nil for the three month period ended March 31, 2023 and 2022, respectively.

Redeemable Non-controlling Interest

Redeemable non-controlling interest is interest in a subsidiary of the Company that are redeemable outside of the Company’s control either for cash or other assets. This interest is classified as temporary equity and measured at the estimated redemption value at the end of each reporting period. The resulting increases or decreases in the estimated redemption amount are effected by corresponding charges to accumulated deficit. At March 31, 2023, redeemable non-controlling interest recorded within the Company’s consolidated balance sheets relates to its subsidiary, MEOA.

Revenue Recognition

The Company accounts for revenue pursuant to ASU 2014-09, Revenue from Contracts with Customers and all the related amendments (“Topic 606”). Under Topic 606, an entity is required to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services, and contract consideration will be recognized on a “sell-in basis” or when control of the purchased goods or services transfer to the distributor.

The Company is engaged with digital asset mining pool operators to provide computing power to the mining pools. In exchange for providing computing power, the Company is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives for successfully adding a block to the blockchain, plus a fractional share of the transaction fees attached to that blockchain. The Company’s fractional share is based on the proportion of computing power the Company contributed to the mining pool operator to the total computing power contributed by all mining pool participants in solving the current algorithm. The Company satisfies its performance obligation at the point in time that the Company is awarded a unit of digital currency through its participation in the applicable network and network participants benefit from the Company’s verification service. 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, and this is allocated to the number of digital assets mined. The transaction consideration the Company receives is noncash consideration, in the form of digital currency, which the Company measures at fair value on the date received which is not materially different than the fair value at contract inception or time the Company has earned the award from the mining pools. Fair value of the digital currency award received is determined using the spot price of the related digital currency on the date earned. The Company 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 (by being the first to solve an algorithm) and the Company receives confirmation of the consideration it will receive.

Expenses associated with running the digital asset mining operations, such as rent, operating supplies, utilities and monitoring services are recorded as cost of revenues.

The Company also generates revenue from: (i) solutions for standalone storage and integrated hyper-converged storage; (ii) professional services; and (iii) warranty and customer services. The Company recognizes revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods or services. To determine revenue recognition for contracts with customers the Company performs the following five steps: (i) identify the promised goods or services in the contract; (ii) identify the performance obligations in the contract, including whether they are distinct in the context of the contract; (iii) determine the transaction price, including the constraint on variable consideration; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies the performance obligations.

The majority of the Company’s product and service revenue is recognized when performance obligations under the terms of a contract with a customer are satisfied at a point in time. These contracts are generally comprised of a single performance obligation to transfer products. Accordingly, the Company recognizes revenue when change of control has been transferred to the customer, generally at the time of shipment of products. The Company sells its products both directly to customers and through distributors generally under agreements with payment terms typically less than 45 days. Revenue on direct product sales, excluding sales to distributors, are not entitled to any specific right of return or price protection, except for any defective product that may be returned under our standard product warranty. Product sales to distribution customers that are subject to certain rights of return, stock rotation privileges and price protections, contain a component of “variable consideration.” Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products and is generally based upon a negotiated fixed price and is net of estimates for variable considerations.

For performance obligations related to warranty and customer services, such as extended product warranties, the Company transfers control and recognizes revenue on a time-elapsed basis. The performance obligations are satisfied as services are rendered typically on a stand-ready basis over the contract term, which is generally 12 months.

The Company also enters into revenue arrangements that may consist of multiple performance obligations of its product and service offerings such as for sales of hardware devices and extended warranty services. The Company allocates contract fees to the performance obligations on a relative stand-alone selling price basis. The Company determines the stand-alone selling price based on its normal pricing and discounting practices for the specific product and/or service when sold separately. When the Company is unable to establish the individual stand-alone price for all elements in an arrangement by reference to sold separately instances, the Company may estimate the stand-alone selling price of each performance obligation using a cost plus a margin approach, by reference to third party evidence of selling price, based on the Company’s actual historical selling prices of similar items, or based on a combination of the aforementioned methodologies; whichever management believes provides the most reliable estimate of stand-alone selling price.

Extended Warranty

Separately priced extended on-site warranties and service contracts are offered for sale to customers on all product lines. Extended warranty and service contract revenue and recognized as service revenue over the period of the service agreement. The Company will typically apply the practical expedient to agreements wherein the period between transfer of any good or service in the contract and when the customer pays for that good or service is one year or less.

Research and Development Costs

Research and development expenses include payroll, employee benefits, share-based compensation expense, and other headcount-related expenses associated with product development. Research and development expenses also include third-party development and programming costs. Research and development expenses are charged to operating expenses as incurred when these expenditures relate to the Company’s research and development efforts and have no alternative future uses.

Comprehensive Income (Loss)

Comprehensive income (loss) and its components encompass all changes in equity other than those arising from transactions with shareholders, including net loss and foreign currency translation adjustments, and is disclosed in a separate condensed consolidated statement of comprehensive loss.

Share-based Compensation

The Company accounts for share-based awards, and similar equity instruments, granted to employees, non-employee directors, and consultants in accordance with the authoritative guidance for share-based compensation. Share-based compensation award types include stock options, restricted stock units (“RSUs”) and restricted stock awards (“RSAs”). Share-based compensation expense is recognized on a straight-lined basis over the requisite service period (usually the vesting period) except for options with graded vesting which is recognized pursuant to an accelerated method. Forfeitures are recognized as a reduction in share-based compensation expense as they occur.

Non-controlling Interest

The Company accounts for its non-controlling interest in accordance with the authoritative guidance for consolidation which governs the accounting for and reporting of non-controlling interests (“NCIs”) in partially owned consolidated subsidiaries and the loss of control of subsidiaries. Certain provisions of the guidance indicate, among other things, that NCIs be treated as a separate component of equity, not as a liability, that increases and decreases in the parent’s ownership interest that leave control intact be treated as equity transactions rather than as step acquisitions or dilution gains or losses, and that losses of a partially owned consolidated subsidiary be allocated to the NCI even when such allocation might result in a deficit balance. The net income (loss) attributed to the NCI is separately designated in the accompanying consolidated statements of operations.

Segment Reporting

Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding the method to allocate resources and assess performance. The Company has two operating segments.

Recently Issued and Adopted Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the FASB that are adopted by the Company as of the specified effective date. If not discussed, the Company believes that the impact of recently issued standards will not have a material impact on the Company’s consolidated financial statements upon adoption.

In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments - Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). ASU 2016-13 amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses for most financial assets and certain other instruments that are not measured at fair value through net income. Entities will no longer be permitted to consider the length of time that fair value has been less than amortized cost when evaluating when credit losses should be recognized. The Company adopted ASU 2016-13 on January 1, 2023 on a modified retrospective basis which resulted in a $3.8 million increase to the opening balance of accumulated deficit, representing the cumulative allowance for credit losses for the Company’s note receivable.

In October 2021, the FASB issued Accounting Standards Update No. 2021-08, Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”). ASU 2021-08 amends ASC 805 to require acquiring entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination. The Company adopted the new standard beginning January 1, 2023 and did not have an effect on its financial position, results of operations or cash flows.

Equity Incentive Plan - Summary of Option Activity (Details)	3 Months Ended
	Mar. 31, 2023 USD ($) $ / shares shares
Stock Options
Beginning, options outstanding (in shares) \| shares	2,727,241
Granted (in shares) \| shares	0
Exercised (in shares) \| shares	0
Forfeited (in shares) \| shares	(80,000)
Ending, options outstanding (in shares) \| shares	2,647,241
Vested and expected to vest (in shares) \| shares	2,647,241
Exercisable (in shares) \| shares	597,371
Weighted- Average Exercise Price
Beginning, outstanding (in USD per share) \| $ / shares	$ 1.01
Granted (in USD per share) \| $ / shares	0
Exercised (in USD per share) \| $ / shares	0
Forfeited (in USD per share) \| $ / shares	0.90
Ending, outstanding (in USD per share) \| $ / shares	1.01
Vested and expected to vest (in USD per share) \| $ / shares	1.01
Exercisable (in USD per share) \| $ / shares	$ 1.81
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Outstanding (in years)	5 years 4 months 24 days
Vested and expected to vest (in years)	5 years 4 months 24 days
Exercisable (in years)	5 years
Aggregate intrinsic value, outstanding \| $	$ 0
Aggregate intrinsic value, vested and expected to vest \| $	0
Aggregate intrinsic value, exercisable \| $	$ 0

Investments - SPAC (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
MEOA \| Common Class B
Schedule of Equity Method Investments [Line Items]
Investment owned, balance, shares (in shares)	3,162,500	3,162,500

Net Loss Per Share

3 Months Ended

Mar. 31, 2023

Earnings Per Share [Abstract]

Net Loss Per Share

Net Loss per Share

Basic net loss per share is computed by dividing net loss applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Preferred shares, outstanding common share purchase warrants, and outstanding options are considered common stock equivalents and are only included in the calculation of diluted earnings per common share when net income is reported and their effect is dilutive.

Anti-dilutive common share equivalents excluded from the computation of diluted net loss per share were as follows:


	Three Months Ended March 31,
		2023	2022
Preferred shares issued and outstanding		54,761,000	96,000,000
Common share purchase warrants		19,752,538	19,858,539
Options and RSUs outstanding		6,415,151	60,675

Summary of Significant Accounting Policies - Leases (Details)	Mar. 31, 2023	Dec. 31, 2022
Lessee, Lease, Description [Line Items]
Operating Lease, Liability, Statement of Financial Position [Extensible Enumeration]	Other current liabilities, Other non-current liabilities, Property and equipment, net	Other current liabilities, Other non-current liabilities, Property and equipment, net
Minimum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	12 months
Maximum
Lessee, Lease, Description [Line Items]
Lessee, operating lease, term of contract	5 years

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

The following table summarizes intangible assets, net (in thousands):


	March 31, 2023		December 31, 2022
Supplier agreements	$	39,084	$	39,084
Developed technology	150		150
Channel partner relationships	730		730
Customer relationships	380		380
Capitalized development costs	103		103
	40,447		40,447
Accumulated amortization:
Supplier agreements	(32,106)		(31,708)
Developed technology	(150)		(150)
Channel partner relationships	(730)		(720)
Customer relationships	(369)		(366)
Capitalized development costs	(103)		(103)
	(33,458)		(33,047)
Total finite-lived intangible assets, net	6,989		7,400
Carbon credits held for future use	2,077		2,077
Total intangible assets, net	$	9,066	$	9,477

Certain Balance Sheet Items - Other long term assets (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid digital hosting services	$ 18,242	$ 18,514
Prepaid insurance and services	83	116
Other	68	69
Other Assets	$ 18,393	$ 18,699