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United States securities and exchange commission logo





                              September 29, 2023

       Jessica Billingsley
       Chief Executive Officer
       Akerna Corp.
       1550 Larimer Street #246
       Denver, Colorado 80202

                                                        Re: Akerna Corp.
                                                            Amendment No. 2 to
                                                            Registration
Statement on Form S-4
                                                            Filed September 7,
2023
                                                            File No. 333-271857

       Dear Jessica Billingsley:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 10, 2023 letter.

       Amendment No. 2 to Registration Statement on Form S-4

       Questions and Answers About the Transactions
       What are the material U.S. federal income tax consequences of the Merger
to Gryphon
       stockholders?, page xiii

   1.                                                   We note that the
parties intend for the Merger to qualify as a    reorganization    within the
                                                        meaning of Section
368(a) of the Code. Please revise your disclosure here and
                                                        throughout, including
the tax disclosure section on page 111, to clearly state counsel's tax
                                                        opinion on whether the
Merger will qualify as a reorganization. Also please revise
                                                        throughout to identify
counsel and refer to the long-form opinion filed as an exhibit. In
                                                        addition, please file
tax counsel   s consent as an exhibit to the registration statement. For
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany 29,
September   NameAkerna
                2023     Corp.
September
Page  2     29, 2023 Page 2
FirstName LastName
         guidance, refer to Staff Legal Bulletin No. 19, Sections III and IV.
Gryphon Management's Discussion and Analysis of Financial Condition and Results
of
Operations
Business Overview
Breakeven Analysis, page 227

2.       We note your revised disclosure in response to comment 13 and reissue
the comment in
         part. Please revise to compare the value of one mined Bitcoin to your
cost to mine the one
         Bitcoin for the periods presented. In addition, please revise to
explain in greater
         detail how the breakeven line item in the table on page 227 is
calculated, and provide
         quantified illustrative examples, as appropriate. Furthermore, please
discuss any known
         trends related to your breakeven analysis as of the most recent
practicable date. As a non-
         exclusive example, clarify whether your cost of revenue and mining
inputs (e.g.,
         electricity costs) have materially increased or decreased in recent
periods.
Unaudited Notes to the Consolidated Financial Statements
June 30, 2023
Note 1 - Organization and Summary of Significant Accounting Polices
Digital Assets, page F-111

3.       We acknowledge your response to prior comment 22 and the revised
disclosure on pages
         F-111 and F-119. ASC 820-10-35-5 requires fair value to be determined
based on
         information in the single principal market, or in the absence of a
principal market, the
         single most advantageous market. As Yahoo Finance is not a market
where digital assets
         can be bought and sold, it cannot be the principal market for GAAP
purposes. As a result,
         please revise your disclosures in your next amendment to address the
following:
             Identify for us the principal market or, in the absence of a
principal market, the most
             advantageous market for each of the digital assets you hold or
held during the periods
             included in your financial statements; and
             Tell us how you determined that these markets are the principal or
most advantageous
             markets and reference for us the authoritative literature you rely
upon to support your
             determinations.
Revenue Recognition, page F-113

4.       We acknowledge your response to our prior comment 19. You disclose
that you measure
         mined bitcoin at fair value on the date earned in disclosures on pages
245, F-81 and F-
         114. However, you also disclose on pages 246 and F-114 that the
cryptocurrency award is
         recorded at fair value determined on the date you are notified it is
earned, which from
         your disclosure appears to be after the contract term for your
performance obligation.
         Please address the following related to these disclosures:
             The date you recognize revenue - the dated earned or the date you
are notified it is
             earned;
 Jessica Billingsley
Akerna Corp.
September 29, 2023
Page 3
             Confirm for us whether you are notified that you have earned the
cryptocurrency
           award on the same day that you earn the award, and, if not, tell us
when you
           determine the fair value of the cryptocurrency award; and
             Revise your next amendment to include consistent disclosure
throughout the
           document
Note 10 - Stockholders' Equity, page F-127

5.    Refer to your response to our prior comment 18. Please reconcile for us
the compensation
      expense for the six months ended June 30, 2023 and 2022 reported in the
table on page F-
      127 with the amounts reported on your Unaudited Condensed Consolidated
Statements of
      Operations for the six months ended June 30, 2023 and 2022.
       You may contact Rolf Sundwall at (202) 551-3105 or David Irving at (202)
551-3321 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Jessica Livingston at (202) 551-3448 or David Lin at (202) 551-3552
with any other
questions




                                                          Sincerely,
FirstName LastNameJessica Billingsley
                                                          Division of
Corporation Finance
Comapany NameAkerna Corp.
                                                          Office of Crypto
Assets
September 29, 2023 Page 3
cc:       Jason Brenkert
FirstName LastName
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