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United States securities and exchange commission logo
August 10, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 5, 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 June 20, 2023 letter.
Amendment No. 1 to Form S-4 filed July 5, 2023
Prospectus Summary, page 1
1.Refer to your response to comment 4. We restate the comment in part to request
disclosure in the prospectus summary section highlighting the auditor’s explanatory
paragraph regarding Gryphon’s ability to continue as a going concern.
Risk Factors, page 24
2.We note your response to comment 13 states that as of March 31, 2023, Gryphon has one
material outstanding financing agreement for approximately $13.2 million and the note is
collateralized by 7,200 Bitcoin mining machines.  Your response also states that "[a]s the

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note is denominated in Bitcoin, Gryphon does not believe that the current crypto asset
market disruption has any direct or indirect impact on the value of Bitcoin used as
collateral."  Please further supplement your response to address any material financing,
liquidity, or other risks that Gryphon faces due to the depreciation potential for such
mining machines in light of the current crypto asset market disruption and revise your
disclosure as appropriate.
Litigation relating to the Merger could require Akerna or Gryphon to incur significant costs...,
page 28
3.We note your added disclosure on page 188 that in May 2023, Akerna and all its directors
were named in two derivative lawsuits (McCaffrey v. Akerna et al. and Caller v. Akerna
et al.) filed in the U.S. District Court for the District of Colorado regarding the pending
transactions with Gryphon and MJ Acquisition and that the lawsuits seek injunctive relief,
among others.  Please revise this risk factor to add a cross-reference to such disclosure or
advise.
The Transactions
Certain Projected Financial Information
Gryphon's Financial Projections, page 101
4.In the second paragraph of this section you state, “Gryphon 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.
5.We note the language in the second paragraph of this section that Gryphon'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.
Gryphon's Business
Introduction to Bitcoin, the Bitcoin Network and Bitcoin Mining, page 215
6.We note your revised disclosure in response to comment 29 that "Gryphon aims to
mitigate the impacts of halving by maintaining a breakeven profitability floor far below
the network average. To do so, Gryphon has developed and implemented a curtailment
agreement with its hosting partners to maximize the marginal profitability of its
machines."  Please revise to provide further detail regarding such curtailment agreement,
including its development, implementation and role in Gryphon's current operations, and
any measurable changes in efficiency, profitability or any other relevant metrics that may
drive Gryphon's results of operations.  Also please discuss the impact of such curtailment
on Gryphon's overall mining ability, and whether it has, or is expected to, materially
reduce its hashpower.

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BitGo Custodial Services Agreement, page 218
7.Please tell us how you considered filing the BitGo Custodial Services Agreement as an
exhibit to the registration statement. See Item 601(b)(10) of Regulation S-K.
8.We note your disclosure in the penultimate paragraph on page 218 that "[f]or firms that
have the capability and need to manage the private key within their infrastructure, BitGo
provides an Express Server that can be deployed in 'signer mode' and can be used to send
in half signed transactions."  Please expand your disclosure to briefly explain how BitGo's
Express Server operates, including how it can be deployed in "signer mode" and used to
send in "half signed transactions."  Also please clearly explain the meanings of these
terms so that a reader without specialized industry knowledge can understand them.
9.We note your response and revised disclosure in response to comment 34 and reissue in
part.  Please revise your disclosure to address the following points:
•Clarify your custody procedures and arrangements, including the material terms of
any related agreements.  In particular, please further revise to disclose:oWhether any persons (e.g., auditors, etc.) are responsible for verifying the
existence of the crypto assets held by the third-party custodian(s); and
oWhether you or any insurance providers have inspection rights associated with
the crypto assets held in storage.
•Clarify what portion of your Bitcoin or other crypto assets are held in hot wallets and
cold wallets, respectively.  In this regard, we note your added disclosures on page 59
that "[w]e safeguard and keep private the private keys relating to our digital assets by
relying on BitGo Trust’s...100% cold storage custody solution..." and on page 218
that "[w]e only sign transactions that have been authorized by our clients and follow
the policies set by the account administrators. For hot wallets, clients manage 2 of 3
keys, (user and backup key)."  Please revise clarify your disclosure in this regard,
including the extent to which you use any hot wallet services provided by BitGo, and
to whom the term "clients" is meant to reference in your disclosure on page 218.
10.As a related matter, your response to comment 34 also states that Gryphon uses no third
party custodians or custody services other than BitGo Trust.  However, your disclosure on
page 58 continues to state that “Gryphon expects to hold all of its bitcoin in a combination
of insured institutional custody services and multisignature cold storage wallets . . .
Gryphon utilizes hot wallets on exchanges to liquidate daily mining rewards."  Please
revise to reconcile or clarify your disclosure.
Operational Strategy , page 221
11.We note your response and revised disclosure in response to comment 30 and we partially
reissue the comment. Please further revise to disclose:
•how the Foundry USA Pool holds Gryphon’s proportion of mining rewards prior to
transferring the same to Gryphon's designated crypto asset wallet; and
•the risks associated with transferring crypto assets.

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12.Refer to comment 31, your response and your revised disclosure. Please further revise to
disclose, as you state in your response letter, that Gryphon typically converts its mined
bitcoin into fiat currency within a 24 hour time frame of receipt in order to pay for
operating expenditures.
Gryphon Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Overview, page 225
13.We note your disclosure on pages 225 - 226 in response to comment 35.  Please
substantially revise to explain in greater detail your breakeven analysis.  In particular,
please revise to compare the value of one mined Bitcoin to your cost to mine the one
Bitcoin.  Your analysis should identify and explain the inputs used in your calculation and
the key assumptions that you have utilized in preparing it.  Also please revise to explain
the column headings for the table on page 226 (e.g., "MSA BTC Equiv" and "Total BTC
Equiv") and what the data presented indicates, including whether, and if so, how, the data
corresponds to your breakeven analysis.
Gryphon Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations For the Three Months Ended March 31, 2023 Compared to Three Months
Ended March 31, 2022, page 232
14.We note your response to prior comment 39.  Please revise your next amendment to
discuss the primary components of the changes in MD&A categories first, and secondary
components subsequently in your narrative discussion.  For example, you had Other
Expense of ($5,222,000) in the 3 months ended March 31, 2023, yet you discussed
unrealized and realized gains first in your discussion of the changes in the line item from
period-to-period.  The primary component of the Other Expense in the 3 months ended
March 31, 2023 was the loss of ($8,189,000) for the change in the fair value of notes
payable and should be discussed first in your MD&A discussion.
Accounts Receivable, page F-76
15.We note your response to prior comment 44.  In your response you state that amounts in
the BitGo wallet are not considered cash and cash equivalents, which indicates the
potential for counterparty credit risk.  Please revise your disclosure to explicitly disclose
your consideration of credit risk and whether an allowance was deemed necessary in the
periods presented.
Gryphon Digital Mining, Inc.
Notes to the Consolidated Financial Statements
For the Years Ended December 31, 2022 and 2021
Note 1 - Organization and Summary of Significant Accounting Policies
Digital Assets, page F-77

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16.We note your response to prior comment 46.  We further note your disclosure on page 214
that your, "revenue model is to mine and hold bitcoin, and then sell only the bitcoin that is
necessary to pay its operating expenses."  For Bitcoin received from mining, please tell us
how long you are holding the Bitcoin.  Please be specific and reference your average
holding period in the periods presented.
Revenue Recognition, page F-78
17.We note your response to prior comment 53.  Your analysis of principal versus agent
considerations under ASC 606-10-55-36 through 55-40 appears generally related to your
participation in mining pools.  You provide management services to the Sphere 3D's
blockchain and cryptocurrency-related operations, which may include the ability to direct
the use of the Sphere 3D's mining operations.  Please provide your analysis of principal
versus agent considerations under ASC 606 as specifically related to the Sphere 3D MSA.
Note 10 - Stockholders' Equity, page F-92
18.We note your response to prior comment 56.  Please revise your disclosure in your next
amendment to address the following:
•While tabular presentation of issuances of stock is not technically required by ASC
718, inclusion would improve readability to users of your financial statements.
Please include a tabular presentation for the years ended December 31, 2022 and
2021, similar to the table included on page F-123 for the three months ended March
31, 2023 and 2022;
•Ensure that compensation expense include in the tables reconciles to the Statements
of Operations.  For example, compensation expense of $225,000 was included in the
table on page F-123 for the three months ended 3/31/23, but stock-based
compensation is ($1,152,000) in the Statements of Operations on page F-103.
Similarly, compensation expense of $1,536,000 was included in the table on page F-
123 for the three months ended 3/31/22, but stock-based compensation is
$2,631,000 in the Statements of Operations on page F-103; and
•Revise your disclosure of each issuance of stock compensation to discuss your
method of estimating the fair value of the issuance granted during the period, similar
to the information included in your response.  Refer to ASC 718-10-50-1.c.

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Notes to Unaudited Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022
Note 1 - Organization and Summary of Significant Accounting Policies
Revenue Recognition, page F-110
19.We note your response to prior comment 52.  Your disclosure that fair value is determined
"on the date the Company is notified of the consideration to be received, which is not
materially different from the fair value at the time the Company has earned the award
from the pools" is still included on pages 239, F-79 and F-111.  Therefore, we repeat
bullet point 1 from prior comment 52:
•Reconcile for us the difference in timing of the above scenarios, and tell us how
much time passes between when you have earned the award and when you receive
notification.
20.Refer to the third bullet in prior comment 52.  Describe for us your policies to determine
that the difference in trading price between BTC and fiat currency at the lowest value in a
trading day compared to a "closing price" at a consistent time of day would not be
material to your financial statements.
Note 2 - Digital Assets, page F-114
21.We note your response to priorcomment 54.  In your response, you indicated that you
would revise your disclosure to state that the rollforward relates explicitly to Bitcoin
transactions in 2022 and 2023.  Please make this revision in your next amendment, and
disclose, if true, that all digital asset activity and ending balances consist only of Bitcoin
in 2022 and 2023.
22.We note your response to prior comments 45 and 47.  Please tell us, and revise your next
amendment, to address the following:
•How the lowest daily trading price on Yahoo Finance is indicative of a "closing
price" given the daily fluctuation in BTC to USD trading prices;
•How basing your fair value determination on the lowest daily trading price rather
than the price at a consistent time would result in comparable reporting results
across periods; and
•Your consideration of ASC 820-10-35-5A in determining that Yahoo Finance
represented the principal market for BTC.  In this regard, we note your disclosure on
page 222 that you convert mined Bitcoin into fiat currency through BitGo Prime.
Note 7 - Notes Payable, page F-116
23.We note your response to prior comment 55.  Please provide your analysis of the BTC
note supporting your recognition of the borrowed Bitcoin as an asset, including your
rights to the borrowed BTC and any restrictions on its use.  We also note your disclosure
on page F-117 that as part of your March 29, 2023 amendment to the note, you agreed
“not to convey, sell, lease, transfer, assign, or otherwise dispose of any of the Company’s

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digital assets ou