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United States securities and exchange commission logo
June 20, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271857
Dear Jessica Billingsley:
            We have reviewed your 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.
Registration Statement on Form S-4
General
1.Provide disclosure of any significant crypto asset market developments material to
understanding or assessing Gryphon's business, financial condition and results of
operations, including any material impact from the price volatility of crypto assets.
2.Please file your form of proxy card with the next amendment.
Cover Page
3.Please revise your cover page to disclose the estimated exchange ratio of Akerna common
shares for each Gryphon common share and preferred share.

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Akerna Corp.
June 20, 2023
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Prospectus Summary, page 1
4.Please revise your prospectus summary and risk factors to highlight the auditor's
explanatory paragraph regarding Gryphon's ability to continue as a going concern and
describe the material risks associated with the going concern opinion.
MJ Acquisition Corp., page 3
5.Please revise your disclosure in the prospectus summary to more clearly disclose the
relationship between the entities you reference (e.g., Alleaves and MJ Acquisition Corp.).
The Transactions, page 3
6.Please revise to provide illustrative examples regarding the Merger Consideration that
Gryphon shareholders will receive.  Also please illustrate how the value of the Merger
Consideration may fluctuate over time.
Akerna Reasons for the Transactions..., page 4
7.We note your disclosure at the bottom of page 5 regarding several factors considered by
the Gryphon Board in approving the Merger Agreement, including the exchange ratio to
be paid by Akerna and the related anticipated allocation of the equity interests of the
combined company.  Please revise to quantify these items.
Opinion of Akerna's Financial Advisor, page 6
8.Please disclose what consideration, if any, was given to obtaining a new fairness opinion,
which contemplates the fairness of the current terms of the transaction on which
shareholders are voting, including the Sale Transaction with MJ Acquisition.  Please
further revise your disclosure to clearly and prominently state that JMP has not updated its
fairness opinion to reflect the current terms of the transaction.
Risk Factors, page 23
9.To the extent material, discuss any reputational harm Gryphon or the combined
company may face in light of the recent disruption in the crypto asset markets. For
example, discuss how market conditions have affected how Gryphon's business is
perceived by customers, counterparties, and regulators, and whether there is a material
impact on operations or financial condition.
10.Describe any material risks to the post-merger business from the possibility of
regulatory developments related to crypto assets and crypto asset markets. Identify
material pending crypto legislation or regulation and describe any material effects it may
have on Gryphon's business, financial condition, and results of operations.
11.Describe any material risks Gryphon or the combined company faces related to the
assertion of jurisdiction by U.S. and foreign regulators and other government entities over

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crypto assets and crypto asset markets.
12.To the extent material, describe any gaps identified by the parties' boards or
management with respect to risk management processes and policies in light of current
crypto asset market conditions as well as any changes they have made to address those
gaps.
13.Describe any material financing, liquidity, or other risks Gryphon or the combined
company faces related to the impact that the current crypto asset market disruption has
had, directly or indirectly, on the value of the crypto assets you use as collateral or the
value of your crypto assets used by others as collateral.
14.To the extent material, describe any of the following risks due to disruptions in
the crypto asset markets:
• Risk from depreciation in your stock price.
• Risk of loss of customer demand for your products and services.
• Financing risk, including equity and debt financing.
• Risk of increased losses or impairments in your investments or other assets.
• Risks of legal proceedings and government investigations, pending or known to
be threatened, in the United States or in other jurisdictions against you or your affiliates.
• Risks from price declines or price volatility of crypto assets.
Gryphon's bitcoin may be subject to loss, theft or restriction on access, page 56
15.Please revise here and/or elsewhere in the filing to disclose who holds the private keys
associated with your crypto asset wallets, how they are stored and the precautions that are
taken to keep them secure, and the security processes and procedures you have in place
for withdrawing or transferring Bitcoin from those wallets.
There is no one unifying principle governing the regulatory status of cryptocurrency, page 64
16.Disclosure in the last paragraph of this risk factor states that "[t]o the extent that Gryphon
may determine in the future to expand its business by acquiring digital assets other than
bitcoin, Gryphon will set up internal processes to determine whether such digital assets
are securities within the meaning of the U.S. federal securities laws."  Please describe in
detail your internal processes for how you determine, or will determine as you expand
your business, whether particular crypto assets you mine or otherwise acquire (whether as
payment or through direct purchases) are securities within the meaning of the U.S. federal
securities laws.  In this regard, we note your disclosure on pages 208 and F-58 that in
2021, Gryphon received crypto assets (Bitcoin, Ethereum, DAI, and USDT) from the
private placement of its common stock and series seed II preferred stock in the amount of
$1,374,000.  Expand your risk factor to address the risks associated with your process for
making such an assessment, as well as the uncertainty and consequences of making an
incorrect assessment or a regulator disagreeing with your assessment, including the
specific risks inherent in your business model that may necessitate corrective measures as
a result of judicial or regulatory actions.  Prominently disclose this risk in the Summary.

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 FirstName LastNameJessica Billingsley
Akerna Corp.
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The Transactions, page 80
17.Please revise this section to provide greater detail regarding the background of the
transactions, including the strategic alternatives considered by the Akerna Board, how
negotiations of the transactions began, and how key transaction terms were negotiated and
resolved.  In particular, please revise to describe the following:
•Refer to disclosure on page 81 that Akerna entered 21 non-disclosure agreements
based on outreach to 36 potential strategic partners.  Please summarize any material
developments from these agreements and clarify whether any potential indications of
interest were received.  Also please disclose any proposed criteria the Akerna Board
determined it would use to evaluate the same.  Furthermore, please clarify why the
Akerna Board decided to pursue transactions with Gryphon and POSaBIT rather than
the "other interested parties" that were discussed at the October 18, 2022 board
meeting.
•Revise the background section to provide further information regarding Akerna's
negotiations of the exchange ratio with Gryphon.  In this regard, please revise to
disclose: (i) the potential deal valuations and mechanics discussed on the September
27, 2022 call between Akerna management and JMP's representatives; (ii) the
material terms of the "initial term sheet from Gryphon" discussed on the October 11,
2022 call; and (iii) any material differences between the terms of the initial term
sheet, the October 20, 2022 term sheet and the definitive Merger Agreement.  Please
also revise this section to address similar disclosures as they relate to Akerna's
negotiations with each of POSaBIT and Alleaves with respect to the purchase
agreements.
Akerna's Financial Projections, page 93
18.In the second paragraph of this section you state, "Akerna does not warrant the accuracy,
reliability, appropriateness or completeness of the financial projections to anyone."  While
you may include qualifying language with respect to such projections, it is inappropriate
to disclaim responsibility for this information. Please revise to eliminate this disclaimer.
19.We note the language in the second and third paragraphs of this section that Akerna's
financial projections "should not be looked upon as 'guidance' of any sort" and cautioning
investors not to rely on such projections in making a decision regarding the transaction.
These statements unduly limit an investor's reliance on the proxy statement disclosures.
Please remove or revise as appropriate.
Opinion of Akerna's Financial Advisor, page 95
20.We note your disclosure on page 102 that JMP’s fee includes $1,000,000 payable only if
the POSaBIT Sale Transaction and the Merger are consummated.   Noting that
the POSaBIT Sale Transaction has been terminated, please revise to provide an estimate
of the fees that remain payable if the Merger is consummated.

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Akerna Corp.
June 20, 2023
Page 5
21.We note that Gryphon provided certain financial projections to JMP and that JMP relied
upon these financial projections in preparing its fairness opinion.  Please disclose the
financial projections provided by Gryphon to JMP or explain why such information is not
material to shareholders.
Material U.S. Federal Income Tax Consequences of the Merger, page 103
22.We note your disclosure that the parties intend for the Merger to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code and
your statement on page 104 that “no opinion of counsel has been issued with respect to the
tax consequences of the Merger.”  Please file a tax opinion as an exhibit to your
registration statement that addresses the material tax consequences to shareholders or
provide us your analysis as to why you do not believe such an opinion is required.  Refer
to Item 601(b)(8) of Regulation S-K and, for guidance, Section III of Staff Legal Bulletin
No. 19.
Matters Being Submitted To a Vote of Akerna Stockholders
Proposal No. 1: Merger, page 147
23.Revise to cross reference the section(s) describing the material aspects of the Merger and
Merger Agreement.
Gryphon's Business, page 199
24.We note you started incurring a fee related to your participation in the Foundry USA Pool
of 0.43% based on your deployed hashrate.  Please discuss how this will affect your
business going forward, including discussion in MD&A to the extent necessary and
material.  Refer to Item 303(a) of Regulation S-K.
25.To the extent material, please discuss how the bankruptcies of companies in crypto asset-
related businesses and the downstream effects of those bankruptcies have impacted or
may impact Gryphon's or the combined company's business, financial condition,
customers, and counterparties, either directly or indirectly.  Clarify whether Gryphon has
material assets that may not be recovered due to the bankruptcies or may otherwise be lost
or misappropriated.
26.If material to an understanding of Gryphon's business, describe any direct or indirect
exposures to other counterparties, customers, custodians, or other participants in crypto
asset markets, known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or
withdrawals of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.

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27.If material to an understanding of Gryphon’s business, discuss any steps it takes to
safeguard the crypto assets of third parties and describe any policies and procedures that
are in place to prevent self-dealing and other potential conflicts of interest.  Describe any
policies and procedures Gryphon has regarding the commingling of assets, including its
assets, and those of affiliates or third parties.  Identify what material changes, if any, have
been made to Gryphon’s processes in light of the current crypto asset market disruption.
Describe any material risks related to safeguarding Gryphon’s, its affiliates’, or third
parties’ crypto assets. Describe any material risks to your business and financial condition
if your policies and procedures surrounding the safeguarding of crypto assets, conflicts of
interest, or comingling of assets are not effective.
28.We note that Gryphon's miners are located in New York, Georgia and North Carolina.
Please disclose the percentage of miners that are located in each state and revise your risk
factors section to address the concentration of miners in the same region of the U.S. and
the concentration of miners in a single state, as appropriate.
Bitcoin Mining Economics, page 201
29.Please discuss the anticipated impacts of the next Bitcoin halving and what steps you are
taking to address or mitigate these impacts, if any.  Discuss in greater detail the potential
impact of the decrease in the amount of Bitcoin rewards on your revenues and on the
economics of your mining operations.
Operational Strategy, page 205
30.On page 206, you disclose that Gryphon currently participates in a single mining pool
called Foundry USA Pool.  Please revise to briefly discuss the mechanics of how revenues
are split in the Foundry USA Pool in which Gryphon participates.  Also please revise to
disclose:
•the material terms of Gryphon's agreement with Foundry USA Pool and file the same
as an exhibit to your registration statement;
•the percentage of Gryphon's Bitcoin hashing power that it contributes to Foundry
USA Pool;
•the total hashing power of the Foundry USA Pool and the percentage thereof
contributed by Gryphon's miners;
•how the Foundry USA Pool holds Gryphon's proportion of mining rewards and the
duration thereof; and
•whether the pool operator has insurance for theft or loss and the risks associated with
transferring crypto assets.
31.You disclose that Gryphon’s policy is to sell its Bitcoin or other crypto assets for fiat
currency, with the exception of the amount required to service the agreement with
Anchorage.  Please revise to discuss: (i) the average period between receipt of your crypto
assets and the subsequent conversion into fiat currency; and (ii) any risks to your liquidity
caused by volatility in