SecProbe.io

September 10, 2019
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1601 Arapahoe St.
Denver, CO 80202
Re:Akerna Corp.
Amendment No. 1 to Registration Statement on Form S-3
Filed August 27, 2019
File No. 333-232694
Dear Ms. 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 13, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-3
Risk Factors
Our amended and restated certificate of incorporation provides ..., page 27
1.Please revise your risk factor to clarify whether your exclusive forum provision would
apply to derivative lawsuits based on claims under the federal securities laws.  The risk
factor should also clarify whether federal courts would have jurisdiction over these
derivative lawsuits should the state courts in Delaware be found to lack jurisdiction.  As
noted in prior comment 2, Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any

 FirstName LastNameJessica  Billingsley
 Comapany NameAkerna Corp.
 September 10, 2019 Page 2
 FirstName LastName
Jessica  Billingsley
Akerna Corp.
September 10, 2019
Page 2
duty or liability created by the Securities Act or the rules and regulations thereunder.
Plan of Distribution
Lock-Up Agreement, page 35
2.Your response to prior comment 3 refers to "various selling stockholders are subject to the
Lock-Up Agreement."  Please identify the selling stockholders that are subject to the
Lock-Up Agreement and quantify how much of the 5,798,692 shares of common stock
being registered would be restricted from resale under the Lock-Up Agreement.
Incorporation of Documents By Reference, page 38
3.We note your response to prior comment 4 that your March 31, 2019 and 2018 interim
financial statements were filed with your Form 8-K filed on June 21, 2019, and that Form
8-K is incorporated by reference to your registration statement.  Please be aware that your
eligibility to file on Form S-3 is partly based on the periodic reporting history of MTech
Acquisition Corp.  You assumed the reporting history of MTech as its successor
corporation through Rule 12g-3, as disclosed in your Form 8-K filed on June 21, 2019.
As such, please incorporate all of the MTech periodic reports filed since the end its last
completed fiscal year.  Please refer to Item 12, Incorporation of Certain Information by
Reference and General Instructions I.A on Form S-3.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.