0001591956-23-000026 | 10-Q | XBRL Viewer

Net Loss Per Share (Tables)

6 Months Ended

Jun. 30, 2023

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 June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Preferred shares issued and outstanding	7,140,136	13,714,286	7,140,136	13,714,286
Common share purchase warrants	3,261,803	2,836,935	3,261,803	2,836,935
Options and RSUs outstanding	827,670	637,902	827,670	637,902
Convertible debt	480,031	—	480,031	—

Investments	6 Months Ended
Investments	Jun. 30, 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 June 30, 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. On July 3, 2023, MEOA announced that it did not complete an initial business combination on or prior to June 30, 2023, the deadline by which it must have completed an initial business combination, and intends to dissolve and liquidate in accordance with the provisions of its amended charter. As of the close of business on July 3, 2023, MEOA’s public shares were deemed cancelled and represent only the right to receive the redemption amount. MEOA instructed Continental Stock Transfer & Trust Company, the trustee of the trust account, to take all necessary actions to liquidate the securities held in the trust account. The redemption of MEOA’s public shares was completed in the third quarter of 2023. The SPAC Sponsor agreed to waive its redemption rights with respect to its outstanding Class B common stock issued prior to MEOA’s initial public offering. There were no redemption rights or liquidating distributions with respect to MEOA’s warrants, which expired worthless.

Commitments and Contingencies - Warranty and Extended Warranty (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Product Warranty Liability [Line Items]
Current liability, included in other current liabilities	$ 52
Non-current liability, included in other non-current liabilities	41
Deferred revenue
Product Warranty Liability [Line Items]
Beginning balance, liability	139
Revenue recognized during the period	(53)
Change in liability for warranties issued during the period	7
Ending balance, liability	$ 93

Net Loss Per Share (Details) - shares	3 Months Ended		6 Months Ended
Net Loss Per Share (Details) - shares	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 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	7,140,136	13,714,286	7,140,136	13,714,286
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	3,261,803	2,836,935	3,261,803	2,836,935
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	827,670	637,902	827,670	637,902
Convertible Debt
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	480,031	0	480,031	0

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Operating activities:
Net loss	$ (4,760)	$ (40,687)	$ (8,249)	$ (55,334)
Adjustments to reconcile net loss to cash used in operating activities:
Digital currency issued for services			669	229
Depreciation and amortization	1,375	7,485	2,400	13,849
Share-based compensation			1,204	7,316
LDA cost			976	0
Change in fair value of warrant liabilities			(1,261)	0
Realized gain on sale of digital assets			(772)	(3)
Impairment of digital assets	254	679	350	770
Loss on disposal of property and equipment	(251)	0	(251)	0
Change in fair value of debt			51	0
Noncash lease cost			25	0
Forgiveness of note receivable	0	13,145	0	13,145
Impairment of investments	0	12,429	0	12,429
Issuance of common shares and warrants for settlement of liabilities			0	1,957
Change in fair value of crypto asset payable			0	(1,607)
Changes in operating assets and liabilities:
Proceeds from sale of digital assets			8,312	0
Digital assets			(7,490)	(1,958)
Accounts receivable			26	(12)
Accounts payable and accrued liabilities			1,738	(339)
Accrued payroll and employee compensation			(238)	423
Other assets and liabilities, net			(26)	(15,395)
Net cash used in operating activities			(2,034)	(24,530)
Investing activities:
Proceeds from sale of property and equipment			3,699	0
Redemption of non-controlling interest			(1,918)	0
Payments for purchase of property and equipment			(1,561)	(15,958)
Notes receivable			0	(2,837)
Purchase of intangible assets			0	(306)
Net cash provided by (used in) investing activities			220	(19,101)
Financing activities:
Proceeds from convertible debt, net of debt issuance costs			779	0
Proceeds from exercise of stock options			200	0
Net cash provided by financing activities			979	0
Net increase (decrease) in cash, cash equivalents and restricted cash			(835)	(43,631)
Cash, cash equivalents and restricted cash, beginning of period			1,543	54,355
Cash, cash equivalents and restricted cash, end of period	708	10,724	708	10,724
Reconciliation of cash, cash equivalents and restricted cash to consolidated balance sheets:
Cash and cash equivalents	506	10,724	506	10,724
Restricted cash	202	0	202	0
Total cash, cash equivalents and restricted cash	708	$ 10,724	708	10,724
Supplemental disclosures of non-cash investing activities:
Remeasurement of redeemable non-controlling interest	$ 36		412	0
Reclassification from deposit for mining equipment to mining equipment			0	9,137
Issuance of common shares for purchase of intangible assets			$ 0	$ 1,721

Share Capital Reverse Split (Details)	3 Months Ended	6 Months Ended
Share Capital Reverse Split (Details)	Jun. 30, 2023	Jun. 30, 2023
Equity [Abstract]
Share consolidation (reverse stock split) conversion ratio	0.142857	0.142857

Fair Value Measurements - Fair Value of Warrant Liability (Details) - Warrant - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2023
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Warrant liability as of January 1, 2023	$ 662	$ 864	$ 864
Warrant liability as of March 31, 2023	579	662	579
Issuance	976
Warrant liability as of June 30, 2023	579	662	$ 579
MEOA Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	(662)	$ (202)
LDA Warrant
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Change in fair value	$ (397)

Equity Incentive Plan - Unrecognized Compensation Cost (Details)	6 Months Ended
	Jun. 30, 2023 USD ($)
Restricted Stock Units (RSUs)
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 1,247,000
Remaining Weighted-Average Recognition Period (years)	1 year 1 month 6 days
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized Expense	$ 449,000
Remaining Weighted-Average Recognition Period (years)	1 year 4 months 24 days

Share Capital (Details) - $ / shares	6 Months Ended
Share Capital (Details) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Equity [Abstract]
Common Stock, Shares Authorized, Unlimited [Fixed List]	Unlimited
Common shares, no par value	$ 0	$ 0

Commitments and Contingencies (Tables)

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of Product Warranty Liability

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	(53)
Change in liability for warranties issued during the period	7
Liability at June 30, 2023	$	93
Current liability, included in other current liabilities	52
Non-current liability, included in other non-current liabilities	41
Liability at June 30, 2023	$	93

Commitments and Contingencies - Digital Mining Hosting Sub-License (Details) - Core Scientific - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Oct. 05, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Other Commitments [Line Items]
Hosting service expense		$ 200	$ 200	$ 400	$ 200
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.

Summary of Significant Accounting Policies - Narrative (Details) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Property, Plant and Equipment [Line Items]
Interest to pay dissolution expenses	$ 100
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

Commitments and Contingencies - Letters of Credit (Details)	Jun. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Number of letters of credit outstanding	1

Preferred Shares	6 Months Ended
Preferred Shares	Jun. 30, 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 142.857 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. These features include, in the event of the liquidation, dissolution or winding-up of the Company, whether voluntary or involuntary, deemed liquidation or any other distribution of the assets of the Company among its shareholders for the purpose of winding-up its affairs, the Series H Preferred Shares shall entitle each of the holders thereof to receive an amount equal to the Series H subscription price per Series H Preferred Share, as defined in the agreement, to be paid before any amount is paid or any assets of the Company are distributed to the holders of its common shares. 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 six months ended June 30, 2023, pursuant to the Modified Hertford Agreement, the Company issued 1,431,283 common shares for the conversion of 10,019 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.

Share Capital - Gryphon (Details) - USD ($) $ in Millions	1 Months Ended
Share Capital - Gryphon (Details) - USD ($) $ in Millions	Mar. 31, 2022	Feb. 28, 2022
Equity [Abstract]
Issuance of common shares (in shares)	121,428	14,286
Fair value of shares issued	$ 1.2

Subsequent Events	6 Months Ended
Subsequent Events	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Subsequent to June 30, 2023, the Company issued 421,856 common shares for the conversion of 2,953 Series H Preferred Shares. Private Placement On August 11, 2023, the Company entered into a Securities Purchase Agreement (the “Purchase Agreement”) pursuant to which the Company issued to two investors, a total of 13,764 of the Company’s Series H Preferred Shares and a total of 1,966,292 common share purchase warrants (the “Warrants”), each of which entitled the holder to purchase one common share of the Company (the “Warrant Shares”). Per the terms of the Purchase Agreement, the Company will receive gross proceeds of $3.5 million. The Company issued a total of 1,377 Series H Preferred Shares and 196,629 Warrants as a finder’s fee for the transaction. The Warrants issued to the investors are exercisable beginning February 12, 2024 at an initial exercise price of $2.75 per share and have a term of three years from the date of issuance. The Warrants issued for a finder’s fee are immediately exercisable. 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 the maximum aggregate number of common shares that are issuable upon exercise in full of the Warrants at any time. Amendment to Hertford Agreement On August 11, 2023, the Company entered into an Amended and Restated Agreement (the “Hertford Amendment”) with Hertford Advisors Ltd. and certain other parties listed in the Hertford Amendment (together, the “Hertford Group”), which amends and restates in its entirety the purchase agreement between the Company and Hertford Advisors Ltd. dated July 31, 2021, as modified by the amendment to such agreement dated November 7, 2022 (together, the “Original Hertford Agreement”). As an inducement to enter into the Hertford Amendment, the Company shall issue to Hertford 1,376 Series H Preferred Shares and 800,000 Warrants. Hertford shall have the right to exchange 14,980 Series H Preferred Shares for Series H Preferred Shares held by other persons (the “Exchanged Series H Preferred Shares”), provided that at no time shall any recipient of Exchanged Series H Preferred Shares be permitted to convert Series H Preferred Shares that, when aggregated with any common shares beneficially owned by the recipient of Exchanged Series H Preferred Shares prior to such conversion, would result in exceeding 9.99% of the common shares outstanding immediately after giving effect to such conversion. The offer and sale of the Series H Preferred Shares and the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements, and in each case in compliance with applicable state securities laws. Convertible Debt On August 14, 2023, in accordance with the terms of the LDA Purchase Agreement prepayment option, the Company repaid the full amount of the LDA Note, including interest and fees, in the amount of $1.3 million. As a result of the Company’s repayment, the Company shall have the right to redeem from the holder of the LDA Warrants 40% of the then outstanding LDA Warrants.

Notes Receivable	6 Months Ended
Notes Receivable	Jun. 30, 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. On January 1, 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 June 30, 2023 and December 31, 2022, the Rainmaker Note balance, including accrued interest, was nil and $3.8 million, respectively.

Intangible Assets - Intangible Assets (Details) - USD ($) $ in Thousands	Jun. 30, 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	(33,858)	(33,047)
Total finite-lived intangible assets, net	6,589	7,400
Carbon credits held for future use	2,077	2,077
Total intangible assets, net	8,666	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	(32,502)	(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	(373)	(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)

Equity Incentive Plan - Summary of Restricted Stock Activity (Details) - Restricted Stock Units (RSUs)	6 Months Ended
	Jun. 30, 2023 $ / shares shares
Stock Options
Outstanding - beginning of period (in shares) \| shares	125,182
Grants (in shares) \| shares	444,697
Vested (in shares) \| shares	(101,873)
Forfeited (in shares) \| shares	(20,953)
Outstanding - end of period (in shares) \| shares	447,053
Weighted Average Grant Date Fair Value
Weighted average grant date fair value, outstanding - beginning of period (in USD per share) \| $ / shares	$ 8.89
Weighted average grant date fair value, granted (in USD per share) \| $ / shares	2.90
Weighted average grant date fair value, vested (in USD per share) \| $ / shares	5.37
Weighted average grant date fair value, forfeited (in USD per share) \| $ / shares	6.78
Weighted average grant date fair value, outstanding - end of period (in USD per share) \| $ / shares	$ 3.83

Certain Balance Sheet Items - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($) miner	Jun. 30, 2022 USD ($)
Property, Plant and Equipment [Line Items]
Depreciation	$ 1,000	$ 500	$ 1,600	$ 600
ROU asset amortization	$ 15	$ 0	$ 25	0
Number of miners sold \| miner			2,531
Proceeds from sale of miners			$ 3,699	$ 0
Mining Equipment
Property, Plant and Equipment [Line Items]
Proceeds from sale of miners			$ 3,700

Fair Value Measurements

6 Months Ended

Jun. 30, 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, warrant liabilities and convertible debt. 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. The Company has elected to record its convertible debt at fair value.

The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands):


	June 30, 2023
	Fair Value		Level 1		Level 2		Level 3
Convertible note	$	1,051	$	—	$	—	$	1,051
Warrant liabilities	$	579	$	—	$	—	$	579


	December 31, 2022
	Fair Value		Level 1		Level 2		Level 3
Warrant liabilities	$	864	$	864	$	—	$	—

The following table presents the activities of warrant liabilities that are measured at fair value (in thousands):


Warrant liability as of January 1, 2023	$	864
Change in fair value MEOA warrant	(202)
Warrant liability as of March 31, 2023	662
Issuance of LDA warrant	976
Change in fair value MEOA warrant	(662)
Change in fair value LDA warrant	(397)
Warrant liability as of June 30, 2023	$	579

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

Debt - Narrative (Details) $ / shares in Units, $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 17, 2023 USD ($) payment $ / shares shares	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Feb. 28, 2022 shares
Debt Instrument [Line Items]
Number of shares called by warrants (in shares) \| shares						42,858
Convertible debt, discount rate	16.20%	14.00%		14.00%
Interest expense	$ 1,000	$ 1,173	$ 0	$ 1,173	$ 0
Convertible note
Debt Instrument [Line Items]
Change in fair value		51		51
Convertible Note & Warrant
Debt Instrument [Line Items]
Liabilities, fair value	$ 2,000
Convertible note
Debt Instrument [Line Items]
Liabilities, fair value		$ 1,051		$ 1,051
Common Share Purchase Warrant
Debt Instrument [Line Items]
Warrants exercise price (in USD per share) \| $ / shares	$ 3.29
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%
Senior Convertible Promissory Note
Debt Instrument [Line Items]
Note principal amount	$ 1,000
Number of shares called by warrants (in shares) \| shares	455,927
Proceeds from debt issuance	$ 800
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	$ 2.0832
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

Share Capital (Tables)

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Schedule of Warrants

At June 30, 2023, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
July 2021	3	$28.00	285,716	December 22, 2024
August 2021	3	$45.50	370,787	August 25, 2024
August 2021	3	$52.50	370,787	August 25, 2024
September 2021	5	$66.50	1,614,299	September 8, 2026
October 2021	3	$42.00	121,429	October 1, 2024
February 2022	5	$28.00	14,286	February 7, 2027
February 2022	5	$35.00	14,286	February 7, 2027
February 2022	5	$42.00	14,286	February 7, 2027
April 2023	3	$3.29	455,927	April 17, 2026
			3,261,803

Share Capital - Warrants Outstanding (Details) - $ / shares	6 Months Ended
	Jun. 30, 2023	Feb. 28, 2022
Class of Warrant or Right [Line Items]
Number outstanding, warrants, (in shares)		42,858
July 2, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 28.00
Number outstanding, warrants, (in shares)	285,716
Expiration	Dec. 22, 2024
August 25, 2021 A
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 45.50
Number outstanding, warrants, (in shares)	370,787
Expiration	Aug. 25, 2024
August 25, 2021 B
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 52.50
Number outstanding, warrants, (in shares)	370,787
Expiration	Aug. 25, 2024
September 8, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 66.50
Number outstanding, warrants, (in shares)	1,614,299
Expiration	Sep. 08, 2026
October 1, 2021
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 42.00
Number outstanding, warrants, (in shares)	121,429
Expiration	Oct. 01, 2024
February 7, 2022 A
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 28.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
February 7 2022 B
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 35.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
February 7 2022 C
Class of Warrant or Right [Line Items]
Contractual life (years)	5 years
Exercise price	$ 42.00
Number outstanding, warrants, (in shares)	14,286
Expiration	Feb. 07, 2027
April 17, 2023
Class of Warrant or Right [Line Items]
Contractual life (years)	3 years
Exercise price	$ 3.29
Number outstanding, warrants, (in shares)	455,927
Expiration	Apr. 17, 2026
Warrant
Class of Warrant or Right [Line Items]
Number outstanding, warrants, (in shares)	3,261,803

Organization and Business	6 Months Ended
Organization and Business	Jun. 30, 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 $8.2 million for the six months ended June 30, 2023. Management has projected that based on our hashing rate at June 30, 2023, cash on hand may not be sufficient to allow the Company to continue operations beyond the next 12 months from the date the financial statements are issued 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 beyond the next 12 months from the date the financial statements are issued. The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business and do not include any adjustments that might result from the outcome of this uncertainty. Share Consolidation On June 28, 2023, the Company filed Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-seven basis. The share consolidation became effective on June 28, 2023. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

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			9,080,915
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)			135,714
Stock Issued During Period, Value, Issued for Services	1,957		$ 1,957
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	117		$ 117
Other Comprehensive Income (Loss), Net of Tax	9			9
Net loss	(14,647)				(14,647)
Common shares, ending balance (in shares) at Mar. 31, 2022			9,216,629
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			9,080,915
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
Remeasurement of redeemable non-controlling interest	0
Other Comprehensive Income (Loss), Net of Tax	1
Net loss	(55,334)
Net Income (Loss) Available to Common Stockholders, Basic	(55,334)
Common shares, ending balance (in shares) at Jun. 30, 2022			9,500,824
Ending balance, shareholders' equity at Jun. 30, 2022			$ 455,259	(1,793)	(270,529)
Ending balance, shareholders' equity at Jun. 30, 2022	182,937						0
Common shares, beginning balance (in shares) at Mar. 31, 2022			9,216,629
Beginning balance, shareholders' equity at Mar. 31, 2022			$ 446,339	(1,785)	(229,842)
Beginning balance, shareholders' equity at Mar. 31, 2022	214,712						0
Issuance of common shares for the settlement of liabilities (in shares)			192,857
Stock Issued During Period, Value, Issued for Services	1,721		$ 1,721
Issuance of common shares for vested restricted stock units (in shares)			91,338
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	7,199		$ 7,199
Other Comprehensive Income (Loss), Net of Tax	(8)			(8)
Net loss	(40,687)				(40,687)
Net Income (Loss) Available to Common Stockholders, Basic	(40,687)
Common shares, ending balance (in shares) at Jun. 30, 2022			9,500,824
Ending balance, shareholders' equity at Jun. 30, 2022			$ 455,259	(1,793)	(270,529)
Ending balance, shareholders' equity at Jun. 30, 2022	$ 182,937						0
Common shares, beginning balance (in shares) at Dec. 31, 2022	9,804,609		9,804,609
Beginning balance, shareholders' equity at Dec. 31, 2022	$ 34,871		$ 456,402	(1,799)	(419,732)	$ (3,821)
Beginning balance, shareholders' equity at Dec. 31, 2022	$ 34,565	$ (3,821)					(306)
Accounting Standards Update [Extensible Enumeration]	Accounting Standards Update 2016-13 [Member]
Issuance of common shares for conversion of preferred shares (in shares)			748,427
Conversion of preferred shares	$ 2,311		$ 2,311
Issuance of common shares for vested restricted stock units (in shares)			10,656
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							16
Common shares, ending balance (in shares) at Mar. 31, 2023			10,563,692
Ending balance, shareholders' equity at Mar. 31, 2023			$ 459,198	(1,801)	(427,434)
Ending balance, shareholders' equity at Mar. 31, 2023	$ 29,673						(290)
Common shares, beginning balance (in shares) at Dec. 31, 2022	9,804,609		9,804,609
Beginning balance, shareholders' equity at Dec. 31, 2022	$ 34,871		$ 456,402	(1,799)	(419,732)	$ (3,821)
Beginning balance, shareholders' equity at Dec. 31, 2022	$ 34,565	$ (3,821)					(306)
Exercised (in shares)	94,701
Remeasurement of redeemable non-controlling interest	$ (412)
Other Comprehensive Income (Loss), Net of Tax	(5)
Net loss	(8,249)
Net Income (Loss) Available to Common Stockholders, Basic	$ (8,332)
Common shares, ending balance (in shares) at Jun. 30, 2023	11,423,310		11,423,310
Ending balance, shareholders' equity at Jun. 30, 2023	$ 28,125		$ 462,226	(1,804)	(432,297)
Ending balance, shareholders' equity at Jun. 30, 2023	27,902						(223)
Common shares, beginning balance (in shares) at Mar. 31, 2023			10,563,692
Beginning balance, shareholders' equity at Mar. 31, 2023			$ 459,198	(1,801)	(427,434)
Beginning balance, shareholders' equity at Mar. 31, 2023	29,673						(290)
Issuance of common shares for conversion of preferred shares (in shares)			682,856
Conversion of preferred shares	2,109		$ 2,109
Exercised (in shares)			94,701
Stock Issued During Period, Value, Stock Options Exercised	200		$ 200
Issuance of common shares for vested restricted stock units (in shares)			82,061
APIC, Share-Based Payment Arrangement, Increase for Cost Recognition	719		$ 719
Remeasurement of redeemable non-controlling interest	(36)
Other Comprehensive Income (Loss), Net of Tax	(3)			(3)
Net loss	(4,760)				(4,827)
Net Income (Loss) Available to Common Stockholders, Basic	$ (4,827)						67
Common shares, ending balance (in shares) at Jun. 30, 2023	11,423,310		11,423,310
Ending balance, shareholders' equity at Jun. 30, 2023	$ 28,125		$ 462,226	$ (1,804)	$ (432,297)
Ending balance, shareholders' equity at Jun. 30, 2023	$ 27,902						$ (223)

Investments - SPAC (Details) - shares	Jun. 30, 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

Equity Incentive Plan

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Equity Incentive Plan

Equity Incentive Plans

Stock Options

The fair value of option awards are estimated on the date of grant using the Black-Scholes option pricing model. Expected volatility was based on historical volatility of the Company’s common shares. The expected term of options granted was based on the simplified formula. The risk-free interest rate was based on the U.S. Treasury yield for a period consistent with the expected term of the option in effect at the time of the grant. The dividend yield assumption was based on the expectation of no future dividend payments.

The assumptions used in the Black-Scholes model were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Expected volatility	84.0	%	124.0	%	84.0	%	124.0	%
Expected term (in years)	0.5		4.2		0.5		4.2
Risk-free interest rate	5.27%		2.71-3.25%		5.27%		2.71-3.25%
Dividend yield	—		—		—		—

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	389,604	$	7.07
Granted	100,000	$	2.11
Exercised	(94,701)	$	2.11
Forfeited	(14,286)	$	6.30
Options outstanding — June 30, 2023	380,617	$	7.01	5.1	$	—
Vested and expected to vest — June 30, 2023	380,617	$	7.01	5.1	$	—
Exercisable — June 30, 2023	129,560	$	11.75	4.7	$	—

Restricted Stock

The following table summarizes RSU activity:


	Number of Shares	Weighted Average Grant Date Fair Value
Outstanding — January 1, 2023	125,182	$	8.89
Granted	444,697	$	2.90
Vested and released	(101,873)	$	5.37
Forfeited	(20,953)	$	6.78
Outstanding — June 30, 2023	447,053	$	3.83

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 six months ended June 30, 2023 and 2022 was approximately $0.5 million and $2.0 million, respectively. The fair value of RSUs vested during the six months ended June 30, 2023 and 2022 was approximately $0.2 million and $1.5 million, respectively.

Share-Based Compensation Expense

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Sales and marketing	$	35	$	—	$	51	$	—

General and administrative	684		7,199		1,153		7,316
Total share-based compensation expense	$	719	$	7,199	$	1,204	$	7,316

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):


	June 30, 2023
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,247	1.1
Stock options	$	449	1.4

Preferred Shares - H Shares (Details)		12 Months Ended
Preferred Shares - H Shares (Details)	Oct. 01, 2021 $ / shares	Dec. 31, 2024	Dec. 31, 2023	Jun. 30, 2023 shares	Dec. 31, 2022 shares
Class of Stock [Line Items]
Common shares, issued (in shares)				11,423,310	9,804,609
Hertford
Class of Stock [Line Items]
Preferred stock shares converted (in shares)				10,019
Common shares, issued (in shares)				1,431,283
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 142.857 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

Segment Reporting - Summary Information by Segment (Details) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
	Apr. 17, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Segment Reporting Information [Line Items]
Revenue		$ 5,466	$ 1,921	$ 8,492	$ 3,293
Gross Profit		1,183	961	1,946	1,619
Loss from Operations		(4,696)	(15,394)	(8,436)	(30,505)
Property, Plant and Equipment, Additions			6,265	1,561	16,264
Interest expense	$ 1,000	1,173	0	1,173	0
Depreciation and amortization		1,375	7,485	2,400	13,849
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Revenue		0	0	0	0
Gross Profit		0	0	0	0
Loss from Operations		(3,590)	(10,487)	(6,982)	(14,696)
Property, Plant and Equipment, Additions			0	0	0
Interest expense		1,173		1,173
Depreciation and amortization		26	26	52	52
Digital Mining \| Operating Segments
Segment Reporting Information [Line Items]
Revenue		4,966	1,211	7,490	1,958
Gross Profit		891	592	1,451	984
Loss from Operations		(821)	(4,762)	(712)	(15,412)
Property, Plant and Equipment, Additions			6,265	1,561	16,264
Interest expense		0		0
Depreciation and amortization		1,346	7,425	2,331	13,730
Service and Product \| Operating Segments
Segment Reporting Information [Line Items]
Revenue		500	710	1,002	1,335
Gross Profit		292	369	495	635
Loss from Operations		(285)	(145)	(742)	(397)
Property, Plant and Equipment, Additions			0	0	0
Interest expense		0		0
Depreciation and amortization		$ 3	$ 34	$ 17	$ 67

Share Capital PGP (Details) - USD ($) $ in Millions	1 Months Ended
Share Capital PGP (Details) - USD ($) $ in Millions	Mar. 31, 2022	Feb. 28, 2022
Equity [Abstract]
Issuance of common shares (in shares)	121,428	14,286
Warrant, outstanding (in shares)		42,858
Number of shares called by warrants (in shares)		42,858
Fair value of stock and warrants issued during period		$ 0.7

Summary of Significant Accounting Policies - Recently Issued and Adopted Accounting Pronouncements (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Dec. 31, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ (28,125)		$ (34,871)
Retained Earnings [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Shareholders' equity	$ 432,297	$ 427,434	419,732	$ 270,529	$ 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))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 852
-SubTopic 10
-Section 55
-Paragraph 10
-URI https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 310
-SubTopic 10
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 4.E)
-URI https://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(31))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(29))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(30))
-URI https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 825
-SubTopic 10
-Section 50
-Paragraph 28
-Subparagraph (f)
-URI https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Publisher FASB
-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

Summary of Significant Accounting Policies (Policies)	6 Months Ended
Summary of Significant Accounting Policies (Policies)	Jun. 30, 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). In the third quarter of 2023, the trust account proceeds were released and used for the redemption of the public shares of MEOA as a result of the initial business combination not being completed prior to the applicable deadline.
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. 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	mpairment of Intangible AssetsThe 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.
Convertible Debt	Convertible Debt The Company accounts for convertible debt in accordance with the applicable authoritative guidance and has elected to apply the fair value option. The convertible debt is reflected at fair value in the condensed consolidated balance sheets and changes in fair value are recorded in the condensed consolidated statements of operations as a fair value adjustment to the convertible debt each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company expenses any issuance costs allocated to a freestanding or an embedded financial instrument that is subsequently measured at fair value through earnings as of the issuance date.
Warrant Liabilities	Warrant LiabilitiesWarrant liabilities are for warrants for shares of MEOA’s common stock that are not indexed to its own stock and for warrants for a common share purchase warrant issued in connection with the Company’s convertible debt. The warrants 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 expense, net, in the consolidated statements of operations. The fair value of the warrants issued in connection with MEOA's public offering were measured based on the listed market price of such warrants. The fair value of the LDA Warrant was measured using a Monte Carlo valuation model.
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 June 30, 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 Bitcoin 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 over time with daily settlement in Bitcoin. The transaction price is the fair value of the digital asset mined, Bitcoin, being the fair value per the prevailing market rate for that digital asset on the date earned. The transaction consideration the Company receives is noncash consideration, in the form of Bitcoin, which the Company measures at fair value on the date earned which is not materially different from the fair value at contract inception. Fair value of the Bitcoin received is determined using the spot price of the Bitcoin 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, however it did not have an effect on its financial position, results of operations or cash flows.

Certain Balance Sheet Items

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Certain Balance Sheet Items

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


	June 30, 2023		December 31, 2022
Prepaid digital hosting services	$	1,265	$	880
Prepaid services	611		927
Prepaid insurance	735		783
Other	585		461
	$	3,196	$	3,051

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


	June 30, 2023		December 31, 2022
Mining equipment	$	31,600	$	35,550
Accumulated depreciation	(3,298)		(1,709)
Subtotal	28,302		33,841
Right of use asset	393		418
Property and equipment, net	$	28,695	$	34,259

Depreciation expense for property and equipment was $1.0 million and $0.5 million during the three months ended June 30, 2023 and 2022, respectively, inclusive of ROU asset amortization of $15,000 and nil, respectively. Depreciation expense for property and equipment was $1.6 million and $0.6 million during the six months ended June 30, 2023 and 2022, respectively, inclusive of ROU asset amortization of $25,000 and nil, respectively.

During the six months ended June 30, 2023, the Company sold 2,531 miners that were included in mining equipment, for cash proceeds of $3.7 million.

The following table summarizes other assets (in thousands):


	June 30, 2023		December 31, 2022
Prepaid digital hosting services	$	20,637	$	18,514
Prepaid insurance and services	49		116
Other	11		69
	$	20,697	$	18,699

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


	June 30, 2023		December 31, 2022
Advance from target for SPAC	$	898	$	449
Taxes payable for SPAC	270		254
Deferred revenue	74		160
Other	108		111
	$	1,350	$	974

Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue	$ 5,466	$ 1,921	$ 8,492	$ 3,293
Sales and marketing	277	264	551	495
Research and development	227	139	497	253
General and administrative	3,634	7,788	7,105	16,757
Depreciation and amortization	1,375	7,485	2,400	13,849
Loss on disposal of property and equipment	251	0	251	0
Realized gain on sale of digital assets	(139)	0	(772)	0
Impairment of digital assets	254	679	350	770
Total operating expenses	10,162	17,315	16,928	33,798
Loss from operations	(4,696)	(15,394)	(8,436)	(30,505)
Other income (expense):
Interest expense	(1,173)	0	(1,173)	0
Interest income and other, net	1,113	281	1,364	745
Forgiveness of note receivable	0	(13,145)	0	(13,145)
Impairment of investments	0	(12,429)	0	(12,429)
Net loss	(4,756)	(40,687)	(8,245)	(55,334)
Provision for income taxes	4	0	4	0
Net loss	(4,760)	(40,687)	(8,249)	(55,334)
Less: Non-controlling interest - income	67	0	83	0
Net Income (Loss) Available to Common Stockholders, Basic	$ (4,827)	$ (40,687)	$ (8,332)	$ (55,334)
Net loss per share:
Net loss per share, basic (in USD per share)	$ (0.44)	$ (4.31)	$ (0.78)	$ (5.96)
Net loss per share, diluted (in USD per share)	$ (0.44)	$ (4.31)	$ (0.78)	$ (5.96)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Basic (in shares)	11,051,588	9,449,735	10,673,876	9,285,878
Diluted (in shares)	11,051,588	9,449,735	10,673,876	9,285,878
Digital Mining
Revenue	$ 4,966	$ 1,211	$ 7,490	$ 1,958
Cost of revenue	4,074	619	6,039	974
Service and Product
Revenue	500	710	1,002	1,335
Cost of revenue	$ 209	$ 341	$ 507	$ 700

Fair Value Measurements - Fair Value of Financial Instruments on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Convertible note
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	$ 1,051
Warrant
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	579	$ 864
Fair Value, Inputs, Level 1 \| Convertible note
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	0
Fair Value, Inputs, Level 1 \| Warrant
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	0	864
Fair Value, Inputs, Level 2 \| Convertible note
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	0
Fair Value, Inputs, Level 2 \| Warrant
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	0	0
Fair Value, Inputs, Level 3 \| Convertible note
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	1,051
Fair Value, Inputs, Level 3 \| Warrant
Fair Value, Measured on Recurring Basis, Gain (Loss) Included in Earnings [Line Items]
Liabilities, fair value	$ 579	$ 0

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 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	7,490
Digital assets sold for cash	(7,540)
Digital assets issued for services	(669)
Impairment loss	(350)
Balance at June 30, 2023	$	626

Certain Balance Sheet Items - Other long term assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid digital hosting services	$ 20,637	$ 18,514
Prepaid insurance and services	49	116
Other	11	69
Other Assets	$ 20,697	$ 18,699

Summary of Significant Accounting Policies - Intangible Assets (Details)	6 Months Ended
	Jun. 30, 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 - Leases (Details)	Jun. 30, 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

Equity Incentive Plan (Tables)

6 Months Ended

Jun. 30, 2023

Share-Based Payment Arrangement [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The assumptions used in the Black-Scholes model were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Expected volatility	84.0	%	124.0	%	84.0	%	124.0	%
Expected term (in years)	0.5		4.2		0.5		4.2
Risk-free interest rate	5.27%		2.71-3.25%		5.27%		2.71-3.25%
Dividend yield	—		—		—		—

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	389,604	$	7.07
Granted	100,000	$	2.11
Exercised	(94,701)	$	2.11
Forfeited	(14,286)	$	6.30
Options outstanding — June 30, 2023	380,617	$	7.01	5.1	$	—
Vested and expected to vest — June 30, 2023	380,617	$	7.01	5.1	$	—
Exercisable — June 30, 2023	129,560	$	11.75	4.7	$	—

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	125,182	$	8.89
Granted	444,697	$	2.90
Vested and released	(101,873)	$	5.37
Forfeited	(20,953)	$	6.78
Outstanding — June 30, 2023	447,053	$	3.83

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 June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Sales and marketing	$	35	$	—	$	51	$	—

General and administrative	684		7,199		1,153		7,316
Total share-based compensation expense	$	719	$	7,199	$	1,204	$	7,316

Share-based Payment Arrangement, Nonvested Award, Cost


	June 30, 2023
	Unrecognized Expense		Remaining Weighted-Average Recognition Period (years)
RSUs	$	1,247	1.1
Stock options	$	449	1.4

Equity Incentive Plan - Summary of Option Activity (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023
Stock Options
Beginning, options outstanding (in shares)	389,604
Granted (in shares)	100,000
Exercised (in shares)	94,701
Forfeited (in shares)	(14,286)
Ending, options outstanding (in shares)	380,617
Vested and expected to vest (in shares)	380,617
Exercisable (in shares)	129,560
Weighted- Average Exercise Price
Beginning, outstanding (in USD per share)	$ 7.07
Granted (in USD per share)	2.11
Exercised (in USD per share)	2.11
Forfeited (in USD per share)	6.30
Ending, outstanding (in USD per share)	7.01
Vested and expected to vest (in USD per share)	7.01
Exercisable (in USD per share)	$ 11.75
Weighted Average Remaining Contractual Term and Aggregate Intrinsic Value
Outstanding (in years)	5 years 1 month 6 days
Vested and expected to vest (in years)	5 years 1 month 6 days
Exercisable (in years)	4 years 8 months 12 days
Aggregate intrinsic value, outstanding	$ 0
Aggregate intrinsic value, vested and expected to vest	0
Aggregate intrinsic value, exercisable	$ 0

Intangible Assets (Tables)

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

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


	June 30, 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	(32,502)		(31,708)
Developed technology	(150)		(150)
Channel partner relationships	(730)		(720)
Customer relationships	(373)		(366)
Capitalized development costs	(103)		(103)
	(33,858)		(33,047)
Total finite-lived intangible assets, net	6,589		7,400
Carbon credits held for future use	2,077		2,077
Total intangible assets, net	$	8,666	$	9,477

Organization and Business - Going Concern (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)	Jun. 30, 2023 USD ($)	Jun. 30, 2022 USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss available to common shareholders	$ (4,827)	$ (40,687)	$ (8,332)	$ (55,334)
Share consolidation (reverse stock split) conversion ratio	0.142857		0.142857
Income (Loss) from Continuing Operations, Net of Tax, Attributable to Parent	$ 4,760	$ 40,687	$ 8,249	$ 55,334

- Definition

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

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 810
-SubTopic 10
-Section 45
-Paragraph 18
-URI https://asc.fasb.org/extlink&oid=126929396&loc=SL4613673-111683

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 50
-Paragraph 1
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 260
-SubTopic 10
-Section 45
-Paragraph 60B
-Subparagraph (a)
-URI https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256

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- Definition

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

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Segment Reporting - Summary of Segment Assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Segment Reporting Information [Line Items]
Total Assets	$ 71,278	$ 83,016
Corporate, Non-Segment
Segment Reporting Information [Line Items]
Total Assets	12,410	19,250
Digital Mining \| Operating Segments
Segment Reporting Information [Line Items]
Total Assets	58,252	63,077
Service and Product \| Operating Segments
Segment Reporting Information [Line Items]
Total Assets	$ 616	$ 689

- Definition

Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.

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+ Details

Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Cash and cash equivalents	$ 506	$ 1,337
Digital assets	626	1,695
Restricted cash	202	206
Accounts receivable, net	148	174
Note receivable, net of allowance for credit losses of $3,821 and $0, respectively	0	3,821
Other current assets	3,196	3,051
Total current assets	4,678	10,284
Property and equipment, net	28,695	34,259
Total intangible assets, net	8,666	9,477
Funds held in trust account	8,542	10,297
Other assets	20,697	18,699
Total assets	71,278	83,016
Accounts payable	2,729	2,993
Accrued liabilities	1,794	1,537
Accrued payroll and employee compensation	458	696
Warrant liabilities	579	0
Convertible debt	250	0
Other current liabilities	1,350	974
Total current liabilities	7,160	6,200
Deferred underwriting fee	4,554	4,554
Warrant liabilities	0	864
Convertible debt, long-term	801	0
Other non-current liabilities	320	366
Total liabilities	12,835	11,984
Commitments and contingencies (Note 13)
Temporary Equity, Carrying Amount, Attributable to Parent	30,541	36,467
Common shares, no par value; unlimited shares authorized, 11,423,310 and 9,804,609 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively	462,226	456,402
Accumulated other comprehensive loss	(1,804)	(1,799)
Accumulated deficit	(432,297)	(419,732)
Total Sphere 3D Corp. shareholders’ equity	28,125	34,871
Non-controlling interest	(223)	(306)
Total shareholders’ equity	27,902	34,565
Total liabilities, temporary equity, and shareholders’ equity	71,278	83,016
Series H Preferred Stock
Temporary Equity, Carrying Amount, Attributable to Parent	22,049	26,469
Redeemable Noncontrolling Interest
Temporary Equity, Carrying Amount, Attributable to Parent	$ 8,492	$ 9,998

Intangible Assets

6 Months Ended

Jun. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

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


	June 30, 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	(32,502)		(31,708)
Developed technology	(150)		(150)
Channel partner relationships	(730)		(720)
Customer relationships	(373)		(366)
Capitalized development costs	(103)		(103)
	(33,858)		(33,047)
Total finite-lived intangible assets, net	6,589		7,400
Carbon credits held for future use	2,077		2,077
Total intangible assets, net	$	8,666	$	9,477

Amortization expense for intangible assets was $0.4 million and $7.0 million during the three months ended June 30, 2023 and 2022, respectively. Amortization expense for intangible assets was $0.8 million and $13.2 million during the six months ended June 30, 2023 and 2022, respectively. Estimated amortization expense for intangible assets is expected to be approximately $0.8 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.

Intangible Assets - Amortization (Details) - USD ($)	3 Months Ended		6 Months Ended
Intangible Assets - Amortization (Details) - USD ($)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 400,000	$ 7,000,000	$ 800,000	$ 13,200,000
Amortization expense, remainder of fiscal year	800,000		800,000
Amortization expense 2024	1,600,000		1,600,000
Amortization expense 2025	1,600,000		1,600,000
Amortization expense 2026	1,600,000		1,600,000
Amortization expense 2027	200,000		200,000
Amortization expense 2028	$ 100,000		$ 100,000

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	Feb. 28, 2022 shares	Jun. 30, 2023 credit
Class of Warrant or Right [Line Items]
Issuance of common shares (in shares) \| shares		121,428	14,286
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	192,857
Stock Issued During Period, Value, New Issues \| $	$ 1,700

Equity Incentive Plan - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 719	$ 7,199	$ 1,204	$ 7,316
Sales and marketing
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	35	0	51	0
General and administrative
Share-based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]
Total share-based compensation expense	$ 684	$ 7,199	$ 1,153	$ 7,316

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Service Agreements

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 paid costs under this agreement of $3.3 million and $0.4 million during the three months ended June 30, 2023 and 2022, respectively. The Company paid costs under this agreement of $3.9 million and $0.8 million during the six months ended June 30, 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.

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 June 30, 2023. During the three months ended June 30, 2023 and 2022, the Company incurred costs under the GC Data Center MA of $1.3 million and nil, respectively. During the six months ended June 30, 2023 and 2022, the Company incurred costs under the GC Data Center MA of $2.6 million and nil, respectively. For both the three and six months ended June 30, 2023, $0.9 million of the costs incurred under the GC Data Center MA were paid through the Gryphon MSA and are included in the Gryphon MSA costs above.

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. During both the three and six months ended June 30, 2023, the Company incurred costs under the Lancium Hosting Agreement of $0.5 million. The costs incurred under the Lancium Hosting Agreement are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

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 deposits of $2.6 million representing the last two months of estimated service fees. During both the three and six months ended June 30, 2023, the Company incurred costs under the Rebel Hosting Agreement of $1.2 million. The costs incurred under the Rebel Hosting Agreement are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

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 $0.2 million during the three months ended June 30, 2023 and 2022, respectively. The Company incurred costs under this agreement of $0.4 million and $0.2 million during the six months ended June 30, 2023 and 2022, respectively. The costs incurred under the Sub-Lease Amendment are paid through the Gryphon MSA and included in the Gryphon MSA costs above.

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.

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 June 30, 2023, the Company has one outstanding standby letter of credit 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	(53)
Change in liability for warranties issued during the period	7
Liability at June 30, 2023	$	93
Current liability, included in other current liabilities	52
Non-current liability, included in other non-current liabilities	41
Liability at June 30, 2023	$	93

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.

Equity Incentive Plan Option Assumptions (Details)	3 Months Ended		6 Months Ended
Equity Incentive Plan Option Assumptions (Details)	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate	84.00%	124.00%	84.00%	124.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate	5.27%		5.27%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate	0.00%	0.00%	0.00%	0.00%
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		2.71%		2.71%
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate		3.25%		3.25%
Stock Options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term	6 months	4 years 2 months 12 days	6 months	4 years 2 months 12 days

Certain Balance Sheet Items - Property and Equipment (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Subtotal	$ 28,302	$ 33,841
Right of use asset	$ 393	$ 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	$ 28,695	$ 34,259
Mining Equipment
Property, Plant and Equipment [Line Items]
Mining equipment	31,600	35,550
Accumulated depreciation	$ 3,298	$ 1,709

Subsequent Events (Details) - USD ($) $ / shares in Units, $ in Millions	Aug. 14, 2023	Aug. 11, 2023	Jun. 30, 2023	Dec. 31, 2022	Feb. 28, 2022
Subsequent Event [Line Items]
Common shares, issued (in shares)			11,423,310	9,804,609
Preferred shares, shares issued (in shares)			49,981	60,000
Warrant, outstanding (in shares)					42,858
Hertford
Subsequent Event [Line Items]
Common shares, issued (in shares)			1,431,283
Preferred stock shares converted (in shares)			10,019
Subsequent Event
Subsequent Event [Line Items]
Proceeds from Issuance of Preferred Stock, Preference Stock, and Warrants		$ 3.5
Warrants to be issued (in shares)		800,000
Percent of outstanding common shares		9.99%
Subsequent Event \| Senior Convertible Promissory Note
Subsequent Event [Line Items]
Debt instrument, repaid, principal	$ 1.3
Subsequent Event \| The Warrants
Subsequent Event [Line Items]
Warrant, outstanding (in shares)		1,966,292
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right		1
Class of Warrant or Right, Date from which Warrants or Rights Exercisable		Feb. 12, 2024
Warrants exercise price (in USD per share)		$ 2.75
Warrant term		3 years
Subsequent Event \| The Warrants \| Finder's Fee
Subsequent Event [Line Items]
Warrant, outstanding (in shares)		196,629
Subsequent Event \| LDA Warrant
Subsequent Event [Line Items]
Percent of outstanding warrants for redemption by Company	40.00%
Subsequent Event \| Series H Preferred Stock
Subsequent Event [Line Items]
Preferred shares, shares issued (in shares)		13,764
Preferred stock, shares to be issued (in shares)		1,376
Preferred stock, exchangeable shares (in shares)		14,980
Subsequent Event \| Series H Preferred Stock \| Finder's Fee
Subsequent Event [Line Items]
Preferred shares, shares issued (in shares)		1,377
Subsequent Event \| Hertford
Subsequent Event [Line Items]
Common shares, issued (in shares)	421,856
Preferred stock shares converted (in shares)	2,953

Debt (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Fair Value Measurement Inputs and Valuation Techniques

The fair value of the LDA Warrant was measured using a Monte Carlo valuation model with the following assumptions:


	April 17, 2023			June 30, 2023
Common share price	$	2.98		$	1.94
Expected volatility	120.0		%	115.0		%
Risk-free interest rate	3.8		%	4.5%

Notes Receivable - Rainmaker Note Receivable (Details) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 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

Debt

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Convertible Debt

On April 17, 2023, the Company entered into a Securities Purchase Agreement (the “LDA Purchase Agreement”) pursuant to which the Company issued to an investor, LDA Capital Limited (the “Investor”), a senior convertible promissory note having an aggregate principal amount of $1.0 million (the “LDA Note”), as amended April 25, 2023, and a common share purchase warrant (the “LDA Warrant”) to purchase up to 455,927 common shares of the Company (the “LDA Warrant Shares”). The Company received proceeds of approximately $0.8 million, 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 LDA 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 LDA 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) $2.0832 per share, or (ii) 85% of the VWAPS (as defined in the LDA 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 LDA 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 LDA 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 LDA 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 LDA Note contains a number of customary events of default. Additionally, the LDA 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. At June 30, 2023, the fair value balance of the LDA Note was $1,051,000.

As of June 30, 2023, the Company was not in compliance with a financial covenant of the LDA Note. Subsequent to June 30, 2023, the Company received a waiver for the financial covenant noncompliance.

The fair value of the LDA Note was estimated based on a pay-off scenario upon maturity using discount rates of 16.2% and 14.0% as of April 17, 2023 and June 30, 2023, respectively. The Company recorded a change in fair value adjustment of $51,000 for both the three and six months ended June 30, 2023.

The LDA Warrant is exercisable at an initial exercise price of $3.29 per share and expires three years from the date of issuance or earlier if the closing of a Fundamental Transaction occurs (defined as merger or consolidation, any sale of substantially all of the Company’s assets, any tender offer or exchange offer pursuant to which common shareholders can tender or exchange their shares for other securities, cash or property, as well as any reclassification of common shares into other securities, cash or property). On the date that is six months from the date of issuance of the LDA Warrant, the exercise price will be adjusted to the lower of (i) $3.29, and (ii) a price equal to 110% of the average of the VWAPS (as defined in the LDA Warrant) of the Company's common shares over five trading days preceding such date. Additionally, the exercise price of the LDA Warrant is subject to adjustment for certain stock splits, stock combinations and dilutive share issuances. Pursuant to the terms of the LDA 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 LDA Note and exercise in full of the LDA Warrant at any time.

The LDA Warrant contains a contingent put option. In the event of a Fundamental Transaction, the Investor may, at the Investor’s option, require the Company to purchase the LDA Warrant for an amount of cash equal to the Black Scholes value of the remaining unexercised portion of the warrant on the date of consummation of such Fundamental Transaction. The Company has recorded the warrant as a liability and will adjust the warrant liability to fair value each reporting period until settled.

The fair value of the LDA Warrant was measured using a Monte Carlo valuation model with the following assumptions:


	April 17, 2023			June 30, 2023
Common share price	$	2.98		$	1.94
Expected volatility	120.0		%	115.0		%
Risk-free interest rate	3.8		%	4.5%

On April 17, 2023, upon issuance of the LDA Note and LDA Warrant, which are accounted for as freestanding financial instruments, the Company determined that the aggregate fair value of $2.0 million for the instruments issued exceeds the net proceeds received under the transaction. Accordingly, the excess of the fair value over the proceeds received of $1.0 million was recognized as interest expense.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Section 50
-Paragraph 1B
-Subparagraph (h)
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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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
-Publisher FASB
-Name Accounting Standards Codification
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

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
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
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Reference 10: 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
-Publisher FASB
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+ Details

Certain Balance Sheet Items - Other current assets (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid digital hosting services	$ 1,265	$ 880
Prepaid services	611	927
Prepaid insurance	735	783
Other	585	461
Other Assets, Current	$ 3,196	$ 3,051

Summary of Significant Accounting Policies - Digital Assets (Details) - Digital Asset $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Indefinite-lived Intangible Assets [Roll Forward]
Beginning balance	$ 1,695
Addition of digital assets	7,490
Indefinite-Lived Intangible Assets, Sold For Cash	(7,540)
Digital assets issued for services	(669)
Impairment loss	(350)
Ending balance	$ 626

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 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 gains or losses for the three and six months ended June 30, 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). In the third quarter of 2023, the trust account proceeds were released and used for the redemption of the public shares of MEOA as a result of the initial business combination not being completed prior to the applicable deadline.

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	7,490
Digital assets sold for cash	(7,540)
Digital assets issued for services	(669)
Impairment loss	(350)
Balance at June 30, 2023	$	626

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. 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.

Convertible Debt

The Company accounts for convertible debt in accordance with the applicable authoritative guidance and has elected to apply the fair value option. The convertible debt is reflected at fair value in the condensed consolidated balance sheets and changes in fair value are recorded in the condensed consolidated statements of operations as a fair value adjustment to the convertible debt each reporting period (with the portion of the change that results from a change in the instrument-specific credit risk recorded separately in other comprehensive income, if applicable). The Company expenses any issuance costs allocated to a freestanding or an embedded financial instrument that is subsequently measured at fair value through earnings as of the issuance date.

Warrant Liabilities

Warrant liabilities are for warrants for shares of MEOA’s common stock that are not indexed to its own stock and for warrants for a common share purchase warrant issued in connection with the Company’s convertible debt. The warrants 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 expense, net, in the consolidated statements of operations. The fair value of the warrants issued in connection with MEOA's public offering were measured based on the listed market price of such warrants. The fair value of the LDA Warrant was measured using a Monte Carlo valuation model.

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 June 30, 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 Bitcoin 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 over time with daily settlement in Bitcoin. The transaction price is the fair value of the digital asset mined, Bitcoin, being the fair value per the prevailing market rate for that digital asset on the date earned. The transaction consideration the Company receives is noncash consideration, in the form of Bitcoin, which the Company measures at fair value on the date earned which is not materially different from the fair value at contract inception. Fair value of the Bitcoin received is determined using the spot price of the Bitcoin 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, however it did not have an effect on its financial position, results of operations or cash flows.

Segment Reporting

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting

Segment Information

The Company has two operating segments, (1) Digital Mining and (2) Service and Product. The 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 Company generates its digital mining revenue from two mining pool operators. The Company’s revenue from digital mining is generated in the United States.

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

Summary information by segment (in thousands):


Three months ended June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	4,966	$	500	$	—	$	5,466
Segment gross profit	$	891	$	292	$	—	$	1,183
Segment loss from operations	$	(821)	$	(285)	$	(3,590)	$	(4,696)

Interest expense	—		—		1,173		1,173
Depreciation and amortization	$	1,346	$	3	$	26	$	1,375


Six months ended June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	7,490	$	1,002	$	—	$	8,492
Segment gross profit	$	1,451	$	495	$	—	$	1,946
Segment loss from operations	$	(712)	$	(742)	$	(6,982)	$	(8,436)
Capital expenditures	$	1,561	$	—	$	—	$	1,561
Interest expense	—		—		1,173		1,173
Depreciation and amortization	$	2,331	$	17	$	52	$	2,400


Three months ended June 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	1,211	$	710	$	—	$	1,921
Segment gross profit	$	592	$	369	$	—	$	961
Segment loss from operations	$	(4,762)	$	(145)	$	(10,487)	$	(15,394)
Capital expenditures	$	6,265	$	—	$	—	$	6,265
Depreciation and amortization	$	7,425	$	34	$	26	$	7,485


Six months ended June 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	1,958	$	1,335	$	—	$	3,293
Segment gross profit	$	984	$	635	$	—	$	1,619
Segment loss from operations	$	(15,412)	$	(397)	$	(14,696)	$	(30,505)
Capital expenditures	$	16,264	$	—	$	—	$	16,264
Depreciation and amortization	$	13,730	$	67	$	52	$	13,849

A summary of segment assets is as follows (in thousands):


As of June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	58,252	$	616	$	12,410	$	71,278


As of December 31, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	63,077	$	689	$	19,250	$	83,016

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Customer A	24.7	%	18.9	%	24.2	%	20.1	%
Customer B	13.9	%	14.3	%	14.4	%	13.0	%
Customer C	10.9	%	—	%	10.9	%	—	%

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


	June 30, 2023		December 31, 2022
Customer A	36.2	%	—	%
Customer B	26.7	%	22.7	%
Customer C	17.8	%	15.2	%
Customer D	—	%	10.5	%
Customer E	—	%	14.5	%
Customer F	—	%	10.2	%

- 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

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-Name Accounting Standards Codification
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+ Details

Summary of Significant Accounting Policies - Other (Details) - 6 months ended Jun. 30, 2023	Total	segment
Accounting Policies [Abstract]
Number of operating Segments	2	2

Equity Incentive Plan-RSU details (Details) - Restricted Stock Units (RSUs) - USD ($)	6 Months Ended
	Jun. 30, 2023	Jun. 30, 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	$ 500,000	$ 2,000,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value	$ 200,000	$ 1,500,000
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

Net Loss Per Share

6 Months Ended

Jun. 30, 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 and RSUs 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 June 30,		Six Months Ended June 30,
	2023	2022	2023	2022
Preferred shares issued and outstanding	7,140,136	13,714,286	7,140,136	13,714,286
Common share purchase warrants	3,261,803	2,836,935	3,261,803	2,836,935
Options and RSUs outstanding	827,670	637,902	827,670	637,902
Convertible debt	480,031	—	480,031	—

Certain Balance Sheet Items (Tables)

6 Months Ended

Jun. 30, 2023

Balance Sheet Related Disclosures [Abstract]

Schedule of Other Current Assets

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


	June 30, 2023		December 31, 2022
Prepaid digital hosting services	$	1,265	$	880
Prepaid services	611		927
Prepaid insurance	735		783
Other	585		461
	$	3,196	$	3,051

Schedule of Property and Equipment

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


	June 30, 2023		December 31, 2022
Mining equipment	$	31,600	$	35,550
Accumulated depreciation	(3,298)		(1,709)
Subtotal	28,302		33,841
Right of use asset	393		418
Property and equipment, net	$	28,695	$	34,259

Schedule of Other Assets, Noncurrent

The following table summarizes other assets (in thousands):


	June 30, 2023		December 31, 2022
Prepaid digital hosting services	$	20,637	$	18,514
Prepaid insurance and services	49		116
Other	11		69
	$	20,697	$	18,699

Schedule of Other Current Liabilities

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


	June 30, 2023		December 31, 2022
Advance from target for SPAC	$	898	$	449
Taxes payable for SPAC	270		254
Deferred revenue	74		160
Other	108		111
	$	1,350	$	974

Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (4,760)	$ (40,687)	$ (8,249)	$ (55,334)
Other comprehensive (loss) income:
Foreign currency translation adjustment	(3)	(8)	(5)	1
Total other comprehensive (loss) income	(3)	(8)	(5)	1
Comprehensive loss	$ (4,763)	$ (40,695)	$ (8,254)	$ (55,333)

- Definition

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

+ References

+ Details

- Definition

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

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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+ Details

Commitments and Contingencies - Services Agreement (Details) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Apr. 04, 2023	Feb. 08, 2023	Dec. 29, 2021	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
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				$ 3,300	$ 400	$ 3,900	$ 800
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	$ 2,600	$ 0
GC Data Center MSA \| Gryphon
Other Commitments [Line Items]
Hosting service expense, paid				900		900
Lancium
Other Commitments [Line Items]
Term		2 years
Renewal term		1 year
Hosting service expense				500		500
Rebel Mining Company
Other Commitments [Line Items]
Term	3 years
Renewal term	1 year
Hosting Arrangement, Deposit Paid	$ 2,600
Hosting Arrangement, Payment of Service Fee Period	2 months
Hosting service expense				$ 1,200		$ 1,200

Fair Value Measures and Disclosures (Tables)

6 Months Ended

Jun. 30, 2023

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following tables provide a summary of the financial instruments that are measured at fair value on a recurring basis (in thousands):


	June 30, 2023
	Fair Value		Level 1		Level 2		Level 3
Convertible note	$	1,051	$	—	$	—	$	1,051
Warrant liabilities	$	579	$	—	$	—	$	579


	December 31, 2022
	Fair Value		Level 1		Level 2		Level 3
Warrant liabilities	$	864	$	864	$	—	$	—

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following table presents the activities of warrant liabilities that are measured at fair value (in thousands):


Warrant liability as of January 1, 2023	$	864
Change in fair value MEOA warrant	(202)
Warrant liability as of March 31, 2023	662
Issuance of LDA warrant	976
Change in fair value MEOA warrant	(662)
Change in fair value LDA warrant	(397)
Warrant liability as of June 30, 2023	$	579

Commitments and Contingencies (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
Deferred underwriting fee	$ 4,554	$ 4,554

Cover Page - shares	6 Months Ended
Cover Page - shares	Jun. 30, 2023	Aug. 07, 2023
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Jun. 30, 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	895 Don Mills Road, Bldg 2, Suite 900
Entity Address, City or Town	Toronto
Entity Incorporation, State or Country Code	ON
Entity Address, Postal Zip Code	M3C 1W3
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		11,900,464
Amendment Flag	false
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity Central Index Key	0001591956

Condensed Consolidated Balance Sheets (Parentheticals) - USD ($) $ in Thousands	Jun. 30, 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)	49,981	60,000
Preferred shares, outstanding (in shares)	49,981	60,000
Common shares, no par value	$ 0	$ 0
Common shares, issued (in shares)	11,423,310	9,804,609
Common shares, outstanding (in shares)	11,423,310	9,804,609

Segment Reporting (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

Summary information by segment (in thousands):


Three months ended June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	4,966	$	500	$	—	$	5,466
Segment gross profit	$	891	$	292	$	—	$	1,183
Segment loss from operations	$	(821)	$	(285)	$	(3,590)	$	(4,696)

Interest expense	—		—		1,173		1,173
Depreciation and amortization	$	1,346	$	3	$	26	$	1,375


Six months ended June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	7,490	$	1,002	$	—	$	8,492
Segment gross profit	$	1,451	$	495	$	—	$	1,946
Segment loss from operations	$	(712)	$	(742)	$	(6,982)	$	(8,436)
Capital expenditures	$	1,561	$	—	$	—	$	1,561
Interest expense	—		—		1,173		1,173
Depreciation and amortization	$	2,331	$	17	$	52	$	2,400


Three months ended June 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	1,211	$	710	$	—	$	1,921
Segment gross profit	$	592	$	369	$	—	$	961
Segment loss from operations	$	(4,762)	$	(145)	$	(10,487)	$	(15,394)
Capital expenditures	$	6,265	$	—	$	—	$	6,265
Depreciation and amortization	$	7,425	$	34	$	26	$	7,485


Six months ended June 30, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Revenue	$	1,958	$	1,335	$	—	$	3,293
Segment gross profit	$	984	$	635	$	—	$	1,619
Segment loss from operations	$	(15,412)	$	(397)	$	(14,696)	$	(30,505)
Capital expenditures	$	16,264	$	—	$	—	$	16,264
Depreciation and amortization	$	13,730	$	67	$	52	$	13,849

A summary of segment assets is as follows (in thousands):


As of June 30, 2023	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	58,252	$	616	$	12,410	$	71,278


As of December 31, 2022	Digital Mining		Service and Product		Unallocated		Total Consolidated
Total assets	$	63,077	$	689	$	19,250	$	83,016

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


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Customer A	24.7	%	18.9	%	24.2	%	20.1	%
Customer B	13.9	%	14.3	%	14.4	%	13.0	%
Customer C	10.9	%	—	%	10.9	%	—	%

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


	June 30, 2023		December 31, 2022
Customer A	36.2	%	—	%
Customer B	26.7	%	22.7	%
Customer C	17.8	%	15.2	%
Customer D	—	%	10.5	%
Customer E	—	%	14.5	%
Customer F	—	%	10.2	%

Segment Reporting - Service and Product Segment (Details)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2023 segment	Jun. 30, 2022
Segment Reporting Information [Line Items]
Number of operating Segments			2	2
Number of mining pool operators	2		2	2
Revenue from Contract with Customer Benchmark \| Customer A \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	24.70%	18.90%	24.20%		20.10%
Revenue from Contract with Customer Benchmark \| Customer B \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	13.90%	14.30%	14.40%		13.00%
Revenue from Contract with Customer Benchmark \| Customer E \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage	10.90%	0.00%	10.90%		0.00%
Accounts Receivable \| Customer A \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage			36.20%		0.00%
Accounts Receivable \| Customer B \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage			26.70%		22.70%
Accounts Receivable \| Customer C \| 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			0.00%		10.50%
Accounts Receivable \| Customer E \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage			17.80%		15.20%
Accounts Receivable \| Customer F \| Customer Concentration Risk
Segment Reporting Information [Line Items]
Concentration risk, percentage			0.00%		10.20%

Certain Balance Sheet Items - Other current liabilities (Details) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Advance from target for SPAC	$ 898	$ 449
Taxes payable for SPAC	270	254
Deferred revenue	74	160
Other	108	111
Other current liabilities	$ 1,350	$ 974

Debt - Fair Value Assumptions (Details)	Jun. 30, 2023 $ / shares	Apr. 17, 2023 $ / shares
Common share price
Debt Instrument [Line Items]
Share price	$ 1.94	$ 2.98
Expected volatility
Debt Instrument [Line Items]
Warrants measurement input	1.150	1.200
Risk-free interest rate
Debt Instrument [Line Items]
Warrants measurement input	4.5	0.038

Share Capital

6 Months Ended

Jun. 30, 2023

Equity [Abstract]

Share Capital

On June 28, 2023, the Company filed an Articles of Amendment to effect a share consolidation (also known as a reverse stock split) of its issued and outstanding common shares on a one-for-seven basis. The share consolidation became effective on June 28, 2023. All share and per share amounts have been restated for all periods presented to reflect the share consolidation.

In April 2022, the Company issued 192,857 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 June 30, 2023, none of the carbon credits have been retired.

In March 2022, in connection with the Merger Agreement, the Company issued into escrow 121,428 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.

In February 2022, the Company issued 14,286 common shares and 42,858 warrants to purchase up to 42,858 common shares, with a combined fair value of $0.7 million to PGP Capital Advisors for financial advisory services provided.

Unlimited authorized common shares at no par value are available to the Company. At June 30, 2023, the Company had the following outstanding warrants to purchase common shares:


Date issued	Contractual life (years)	Exercise price	Number outstanding	Expiration
July 2021	3	$28.00	285,716	December 22, 2024
August 2021	3	$45.50	370,787	August 25, 2024
August 2021	3	$52.50	370,787	August 25, 2024
September 2021	5	$66.50	1,614,299	September 8, 2026
October 2021	3	$42.00	121,429	October 1, 2024
February 2022	5	$28.00	14,286	February 7, 2027
February 2022	5	$35.00	14,286	February 7, 2027
February 2022	5	$42.00	14,286	February 7, 2027
April 2023	3	$3.29	455,927	April 17, 2026
			3,261,803

- 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

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+ Details