Form SCHEDULE 13G Sphere 3D Corp. Filed by: Masiero Thomas
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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Sphere 3D Corp. (Name of Issuer) |
Common Shares (Title of Class of Securities) |
(CUSIP Number) |
06/01/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Thomas Masiero | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
513,741.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.7 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person: For Items numbered 9 & 11 above, represents (i) 4,636 Common Shares held directly by Mr. Masiero; (ii) 2,066 Common Shares held by the Kingdom First Trust; (iii) 470,135 Common Shares held by the Thy Kingdom Trust; and (iv) 36,904 Common Shares held by the Poimen Trust. Mr. Masiero is a trustee, and has voting and dispositive control over the Common Shares held by, each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The beneficiaries of the Kingdom First Trust and the Thy Kingdom Trust are family members of Mr. Masiero. The beneficiaries of the Poimen Trust are Thy Kingdom Trust and, an unaffiliated trust, the Togetsu Trust. As a result, Mr. Masiero does not maintain any pecuniary interest in the shares held by the Poiment Trust, Kingdom First Trust or Thy Kingdom Trust. Percent of class represented is based on 7,639,893 Common Shares outstanding as of June 19, 2026 as provided by Issuer.
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Kingdom First Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
2,066.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Thy Kingdom Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
470,135.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
6.2 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Poimen Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
TENNESSEE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
36,904.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
0.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Sphere 3D Corp. | |
| (b) | Address of issuer's principal executive offices:
243 Tresser Blvd, 17th Floor, Stamford, CONNECTICUT 06901 | |
| Item 2. | ||
| (a) | Name of person filing:
Thomas Masiero
Kingdom First Trust
Thy Kingdom Trust
Poimen Trust | |
| (b) | Address or principal business office or, if none, residence:
Thomas Masiero
3205 Election Rd.
Pall Mall, TN 38577
Kingdom First Trust
3205 Election Rd.
Pall Mall, TN 38577
Thy Kingdom Trust
3205 Election Rd.
Pall Mall, TN 38577
Poimen Trust
3205 Election Rd.
Pall Mall, TN 38577 | |
| (c) | Citizenship:
Thomas Masiero - United States of America
Kingdom First Trust - Tennessee
Thy Kingdom Trust - Tennessee
Poimen Trust - Tennessee | |
| (d) | Title of class of securities:
Common Shares | |
| (e) | CUSIP No.:
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| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference.
Thomas Masiero acquired the Common Shares reported herein in exchange for his shares of Cathedra Bitcoin Inc. in connection with the previously announced and completed acquisition of Cathedra Bitcoin Inc. by Sphere 3D Corp. Mr. Masiero may be deemed to beneficially own an aggregate of 513,741 Common Shares, including (i) 4,636 Common Shares held directly by Mr. Masiero; (ii) 2,066 Common Shares held by the Kingdom First Trust; (iii) 470,135 Common Shares held by the Thy Kingdom Trust; and (iv) 36,904 Common Shares held by the Poimen Trust. Mr. Masiero is a trustee, and has voting and dispositive control over the Common Shares held by, each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The beneficiaries of the Kingdom First Trust and the Thy Kingdom Trust are family members of Mr. Masiero. The beneficiaries of the Poimen Trust are Thy Kingdom Trust and, an unaffiliated trust, the Togetsu Trust. As a result, Mr. Masiero does not maintain any pecuniary interest in the shares held by the Poiment Trust, Kingdom First Trust or Thy Kingdom Trust. Percent of class represented is based on 7,639,893 Common Shares outstanding as of June 19, 2026 as provided by Issuer. | |
| (b) | Percent of class:
6.70 %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
4,636 | ||
| (ii) Shared power to vote or to direct the vote:
509,105 | ||
| (iii) Sole power to dispose or to direct the disposition of:
4,636 | ||
| (iv) Shared power to dispose or to direct the disposition of:
509,105 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Thomas Masiero is a trustee, and has voting and dispositive control over the Common Shares held by each of the Kingdom First Trust, the Thy Kingdom Trust and the Poimen Trust. The Kingdom First Trust beneficially owns an aggregate of 2,066 Common Shares. The Thy Kingdom Trust beneficially owns an aggregate of 470,135 Common Shares. The Poimen Trust beneficially owns an aggregate of 36,904 Common Shares. | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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Exhibit Information
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Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k). |
ATTACHMENTS / EXHIBITS