August 5, 2024

Patricia Trompeter
Chief Executive Officer
Sphere 3D Corp.
243 Tresser Blvd, 17th Floor
Stamford, CT 06901

       Re: Sphere 3D Corp.
           Amendment No. 2 to Registration Statement on Form S-3
           Filed July 25, 2024
           File No. 333-269663
Dear Patricia Trompeter:

       We have reviewed your amended registration statement and have the
following comment.

       Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.

       After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our May 20, 2024 letter.

Amendment No. 2 to Form S-3
Risk Factors
Risks Related to Our Business
Our operating results have and will significantly fluctuate, page 12

1.     We note your response to prior comment 5 and re-issue in part. We note
your disclosure
       here that you may choose to add other cryptocurrencies to your platform
in the future. To
       the extent you may engage in mining of other cryptocurrencies other than
Bitcoin in the
       future, please revise to:
           Describe in detail your internal processes for how you will
determine, as you expand
           your business, whether particular cryptocurrencies are securities
within the meaning
           of the U.S. federal securities laws, and clarify that such processes
are risk-based
           assessments and are not a legal standard or binding on regulators;
and
           Include a risk factor addressing the uncertainty and consequences of
making an
           incorrect assessment or a court or regulator disagreeing with your
assessment.
 August 5, 2024
Page 2

       Please contact Lulu Cheng at 202-551-3811 or Eric Envall at 202-551-3234
with any
other questions.



                                                         Sincerely,

                                                         Division of
Corporation Finance
                                                         Office of Crypto
Assets
cc:   M. Ali Panjwani