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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

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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;

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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,
Division of Corporation Finance
Office of Crypto Assets
cc:       Jason Brenkert