Rainmaker Worldwide Inc. (OTCPK:RAKR) entered into an agreement to acquire Sphere 3D Corp. (NasdaqCM:ANY) in a reverse merger transaction on July 14, 2020. Under the terms of the agreement, Rainmaker will merge with S3D Nevada Inc. wholly-owned by Sphere 3D, and shareholders of Rainmaker will receive 0.33 of a share of Sphere 3D for each whole share of Rainmaker exchanged and one-third of a warrant or option for each whole warrant or option then held by such Rainmaker shareholder. As of September 14, 2020, Sphere 3D amended the exchange ratio for the transaction. At closing, holders of Rainmaker common shares and holders of Rainmaker preferred shares will each receive 0.06 shares of Sphere 3D per common or preferred share that they hold, respectively. After completion of the transaction, it is expected that current holders of Rainmaker Worldwide Inc. will own approximately 80% of Sphere 3D. Post the transaction, Sphere 3D will change its name to Rainmaker Worldwide Inc., expects to remain listed on the NASDAQ market and apply to change its trading symbol from ANY to RAIN. Sphere 3D Corp.'s business model will focus on Water-as-a-Service. Rainmaker's management will assume leadership of the combined entity. As on August 18, 2020, it was announced that Aris Kekedjian, the former Chief Investment Officer of The General Electric Company, has agreed to accept an appointment to the Board of Directors, and to act as Chairman of Sphere 3D Corp, upon completion of the merger. Aris Kekedjian will continue to contribute as a strategic adviser to Rainmaker until such time as his appointment to the Board of Sphere 3D.

The transaction is subject to completion of an equity financing, or financings, for a minimum of $15 million (CAD 20.29 million), regulatory approvals, including the approval of NASDAQ, approval of shareholders of Sphere 3D Corp and Rainmaker Worldwide, form S-4 being effective and approval of shares of Sphere 3D for listing on the NASDAQ. Each of the Boards of Directors of Sphere and Rainmaker have approved the merger agreement. The transaction is expected to close in the fall of 2020, but in any event prior to December 31, 2020 and subject to extension to February 28, 2021 in certain circumstances. As of August 18, 2020, the transaction is expected to close in the third quarter of 2020. As of September 4, 2020, the transaction is expected to close in December 2020. The Benchmark Company, LLC acted as financial advisor to Rainmaker Worldwide. PGP Capital Advisors, LLC acted as financial advisor and provided fairness opinion to the Board of Directors of Sphere 3D. Jason D. Meretsky of Meretsky Law Firm served as legal advisor to Sphere 3D Corp. Arthur Marcus of Sichenzia Ross Ference LLP served as legal advisor to Rainmaker Worldwide. Torrington Financial Services Ltd acted as financial advisor for Sphere 3D Corp. and will receive 1.8 million common shares of Sphere 3D Corp. as compensation if the transaction between Sphere 3D and Rainmaker closes at a ratio of less than 1 share of Sphere 3D for every 10 shares of Rainmaker.

Rainmaker Worldwide Inc. (OTCPK:RAKR) cancelled the acquisition of Sphere 3D Corp. (NasdaqCM:ANY) in a reverse merger transaction on January 4, 2021.