Sphere 3D Corp. (NASDAQ: ANY) investor reports 6.2% stake via trust structure

Rhea-AI Filing Summary

Sphere 3D Corp. has a significant shareholder disclosure from Jialin Qu and the Togetsu Trust. Qu may be deemed to beneficially own 476,490 Common Shares, representing 6.2% of the outstanding class, based on 7,639,893 Common Shares outstanding as of June 19, 2026.

The position consists of 5,564 Common Shares held directly by Qu and 470,926 Common Shares held by the Togetsu Trust, over which Qu, as trustee, has voting and dispositive power. These shares were received in exchange for Qu’s shares of Cathedra Bitcoin Inc. in connection with its acquisition by Sphere 3D Corp. Qu states he has no pecuniary interest in the shares held by the Togetsu Trust, whose beneficiaries are his family members.

Key Figures

Beneficially owned shares: 476,490 Common Shares Ownership percentage: 6.2 % Direct holdings: 5,564 Common Shares +4 more

7 metrics

Beneficially owned shares 476,490 Common Shares Aggregate beneficial ownership reported by Jialin Qu, including direct and Togetsu Trust holdings

Ownership percentage 6.2 % Percent of Sphere 3D Common Shares represented by Qu’s reported beneficial ownership

Direct holdings 5,564 Common Shares Shares held directly by Jialin Qu with sole voting and dispositive power

Togetsu Trust holdings 470,926 Common Shares Shares held by the Togetsu Trust, over which Qu has voting and dispositive control as trustee

Shares outstanding 7,639,893 Common Shares Sphere 3D Common Shares outstanding as of June 19, 2026, used to calculate 6.2%

Sole voting power (Qu) 5,564.00 shares Number of shares over which Qu has sole voting and dispositive power

Trust sole voting power 470,926.00 shares Number of shares over which the Togetsu Trust has sole voting and dispositive power

Key Terms

beneficially own, dispositive power, pecuniary interest, Schedule 13G, +1 more

5 terms

beneficially own financial

"Mr. Qu may be deemed to beneficially own an aggregate of 476,490 Common Shares"

Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.

dispositive power financial

"Sole Dispositive Power 5,564.00 8 | Shared Dispositive Power 470,926.00"

Dispositive power is the authority to decide the final outcome of an asset, legal claim, contract, or corporate action — in effect the power to dispose of or resolve something. For investors it matters because whoever holds that authority can determine who gets paid, who controls an asset or vote, and how risks and returns are allocated; think of it like holding the key that lets you lock in the winner or loser in a deal.

pecuniary interest financial

"As a result, Mr. Qu does not maintain any pecuniary interest in the shares"

Schedule 13G regulatory

"The responses to Items 5-11 of the cover pages of this are incorporated"

A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.

Joint Filing Agreement regulatory

"Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k)"

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 07/20/2026 - 10:47 AM Accepted by SEC EDGAR 07/20/2026 - 10:46 AM Learn about SEC filing dates

FAQ

How many Sphere 3D (ANY) shares does Jialin Qu report beneficially owning?

Jialin Qu may be deemed to beneficially own 476,490 Common Shares of Sphere 3D Corp. This total includes 5,564 shares held directly and 470,926 shares held by the Togetsu Trust, over which he has voting and dispositive power as trustee.

What percentage of Sphere 3D (ANY) does Jialin Qu’s reported ownership represent?

The reported holdings represent 6.2% of Sphere 3D’s Common Shares. This percentage is calculated based on 7,639,893 Common Shares outstanding as of June 19, 2026, as provided by the issuer.

How many Sphere 3D (ANY) shares does the Togetsu Trust hold?

The Togetsu Trust holds 470,926 Common Shares of Sphere 3D Corp. It has sole voting and dispositive power over these shares, with Jialin Qu serving as trustee and exercising that authority on behalf of family beneficiaries.

How did Jialin Qu obtain his Sphere 3D (ANY) share position?

Jialin Qu acquired the Sphere 3D Common Shares in exchange for his Cathedra Bitcoin Inc. shares. This occurred in connection with Sphere 3D Corp.’s previously announced and completed acquisition of Cathedra Bitcoin Inc..

Does Jialin Qu claim pecuniary interest in all Sphere 3D (ANY) shares reported?

No. While Qu has voting and dispositive control over 470,926 shares held by the Togetsu Trust, he states he does not maintain any pecuniary interest in those trust-held shares, whose beneficiaries are his family members.

What voting and dispositive powers over Sphere 3D (ANY) shares does Jialin Qu report?

Jialin Qu reports sole power to vote and dispose of 5,564 shares and shared power (through his role as trustee of the Togetsu Trust) to vote and dispose of 470,926 shares, totaling authority over 476,490 shares.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

Sphere 3D Corp.

(Name of Issuer)

Common Shares

(Title of Class of Securities)

84841L506

(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)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 84841L506

1

Names of Reporting Persons

Jialin Qu

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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 5,564.00
6	Shared Voting Power 470,926.00
7	Sole Dispositive Power 5,564.00
8	Shared Dispositive Power 470,926.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

476,490.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: For items numbered 9 & 11 above, represents (i) 5,564 Common Shares held by directly Mr. Qu; and (ii) 470,926 Common Shares held by the Togetsu Trust. Mr. Qu is a trustee, and has voting and dispositive control over the Common Shares held by the Togetsu Trust. The beneficiaries of the Togetsu Trust are family members of Mr. Qu. As a result, Mr. Qu does not maintain any pecuniary interest in the shares held by the Togetsu 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

CUSIP Number(s): 84841L506

1

Names of Reporting Persons

Togetsu 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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 470,926.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 470,926.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

470,926.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

6.2 %

12

Type of Reporting Person (See Instructions)

OO

SCHEDULE 13G

Item 1.
(a)	Name of issuer: Sphere 3D Corp.
(b)	Address of issuer's principal executive offices: 243 Tresser Blvd, 17th Floor, Stamford, CONNECTICUT 6901
Item 2.
(a)	Name of person filing: Jialin Qu Togetsu Trust
(b)	Address or principal business office or, if none, residence: Jialin Qu 721 5th Avenue, 41E New York, NY, 10022 Togetsu Trust 721 5th Avenue, 41E New York, NY, 10022
(c)	Citizenship: Jialin Qu - United States of America Togetsu Trust - Tennessee
(d)	Title of class of securities: Common Shares
(e)	CUSIP Number(s): 84841L506
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. Jialin Qu 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. Qu may be deemed to beneficially own an aggregate of 476,490 Common Shares, including (i) 5,564 Common Shares held by directly Mr. Qu; and (ii) 470,926 Common Shares held by the Togetsu Trust. Mr. Qu is a trustee, and has voting and dispositive control over the Common Shares held by the Togetsu Trust. The beneficiaries of the Togetsu Trust are family members of Mr. Qu. As a result, Mr. Qu does not maintain any pecuniary interest in the shares held by the Togetsu 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: 6.2 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 5,564.00
	(ii) Shared power to vote or to direct the vote: 470,926.00
	(iii) Sole power to dispose or to direct the disposition of: 5,564.00
	(iv) Shared power to dispose or to direct the disposition of: 470,926.00
Item 5.	Ownership of 5 Percent or Less of a Class.
	Not Applicable
Item 6.	Ownership of more than 5 Percent on Behalf of Another Person.
	Not Applicable
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
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

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.

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.

Jialin Qu

Signature:	/s/ Jialin Qu
Name/Title:	Jialin Qu
Date:	07/20/2026

Togetsu Trust

Signature:	/s/ Jialin Qu
Name/Title:	Jialin Qu, Trustee
Date:	07/20/2026

Exhibit Information

Exhibit 1 - Joint Filing Agreement pursuant to Rule 13d-1(k).