SEC Comment Letter 0000000000-23-014131 to American Bitcoin Corp. (ABTC)
American Bitcoin Corp.
Date: Dec. 27, 2023 · CIK: 0001755953 · Accession: 0000000000-23-014131
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-271857
Letter
United States securities and exchange commission logo December 27, 2023 Jessica Billingsley Chief Executive Officer Akerna Corp. 1550 Larimer Street #246 Denver, Colorado 80202 Re:Akerna Corp. Amendment No. 4 to Registration Statement on Form S-4 Filed December 11, 2023 File No. 333-271857 Dear Jessica Billingsley: We have reviewed your amended registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our November 20, 2023 letter. Amendment to Form S-4 filed December 11, 2023 The Transactions Material U.S. Federal Income Tax Consequences of the Merger Tax Treatment of Gryphon Stockholders in the Merger, page 114 1.Please refer to the disclosure here and in the summary and Q&A sections that "Ellenoff Grossman & Schole LLP, counsel to Gryphon, has delivered an opinion to Gryphon that, on the basis of certain representations made by Akerna and Gryphon, and subject to certain assumptions set forth therein, the Merger will qualify as a 'reorganization' within the meaning of Section 368(a) of the Code" and revise to clarify, if true, that these "certain representations made by Akerna and Gryphon" are factual representations. Refer to the SEC’s Division of Corporate Finance Staff Legal Bulletin 19.
FirstName LastNameJessica Billingsley Comapany NameAkerna Corp. December 27, 2023 Page 2 FirstName LastName Jessica Billingsley Akerna Corp. December 27, 2023 Page 2 Akerna Corp. Notes to Condensed Consolidated Financial Statements Note 2 - Basis of Presentation and Summary of Significant Accounting Policies Going Concern and Managements Liquidity Plans, page F-54 2.You disclose that Nasdaq granted you an extension for any delisting or suspension until January 31, 2023 to regain compliance by completing the Sale Transaction and the Merger. Please confirm whether the extension is through January 31, 2024, and revise accordingly throughout the document. Gryphon Digital Mining, Inc Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021 Note 1 - Organization and Summary of Significant Accounting Policies Cryptocurrency Mining, page F-80 3.We are continuing to evaluate your response to our prior comment 5 and may have additional comments. Cost of Revenues, page F-85 4.We acknowledge your response to comment 6 and your revised disclosure on pages F-85 and F-122 that you account for transaction fees paid to the mining pool operator as a reduction of the transaction price. However, we note that you still disclose on pages 256, F-85 and F-122 that mining pool fees are a component of cost of revenues. Please reconcile these statements for us, and revise your disclosure for consistency. Part II Exhibit Index Exhibit 8.1, page II-4 5.Please have tax counsel revise their consent in the final paragraph to state that counsel also consents to the prospectus discussion of their opinion and to being named in the registration statement. Refer to Securities Act Rule 436 and Section IV of the SEC’s Division of Corporate Finance Staff Legal Bulletin 19.
FirstName LastNameJessica Billingsley Comapany NameAkerna Corp. December 27, 2023 Page 3 FirstName LastName Jessica Billingsley Akerna Corp. December 27, 2023 Page 3 Please 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 Sandra Hunter Berkheimer at 202-551-3758 with any other questions. Sincerely, Division of Corporation Finance Office of Crypto Assets cc: Jason K. Brenkert, Esq.
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United States securities and exchange commission logo
December 27, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Amendment No. 4 to
Registration Statement on Form S-4
Filed December 11, 2023
File No. 333-271857
Dear Jessica Billingsley:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies 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 this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our November 20, 2023 letter.
Amendment to Form S-4 filed December 11, 2023
The Transactions
Material U.S. Federal Income Tax Consequences of the Merger
Tax Treatment of Gryphon Stockholders in the Merger, page 114
1.Please refer to the disclosure here and in the summary and Q&A sections that "Ellenoff
Grossman & Schole LLP, counsel to Gryphon, has delivered an opinion to Gryphon that,
on the basis of certain representations made by Akerna and Gryphon, and subject to
certain assumptions set forth therein, the Merger will qualify as a 'reorganization' within
the meaning of Section 368(a) of the Code" and revise to clarify, if true, that these "certain
representations made by Akerna and Gryphon" are factual representations. Refer to the
SEC’s Division of Corporate Finance Staff Legal Bulletin 19.
FirstName LastNameJessica Billingsley
Comapany NameAkerna Corp.
December 27, 2023 Page 2
FirstName LastName
Jessica Billingsley
Akerna Corp.
December 27, 2023
Page 2
Akerna Corp.
Notes to Condensed Consolidated Financial Statements
Note 2 - Basis of Presentation and Summary of Significant Accounting Policies
Going Concern and Managements Liquidity Plans, page F-54
2.You disclose that Nasdaq granted you an extension for any delisting or suspension
until January 31, 2023 to regain compliance by completing the Sale Transaction and the
Merger. Please confirm whether the extension is through January 31, 2024, and revise
accordingly throughout the document.
Gryphon Digital Mining, Inc
Notes to Consolidated Financial Statements for the Years Ended December 31, 2022 and 2021
Note 1 - Organization and Summary of Significant Accounting Policies
Cryptocurrency Mining, page F-80
3.We are continuing to evaluate your response to our prior comment 5 and may have
additional comments.
Cost of Revenues, page F-85
4.We acknowledge your response to comment 6 and your revised disclosure on pages F-85
and F-122 that you account for transaction fees paid to the mining pool operator as a
reduction of the transaction price. However, we note that you still disclose on pages 256,
F-85 and F-122 that mining pool fees are a component of cost of revenues. Please
reconcile these statements for us, and revise your disclosure for consistency.
Part II
Exhibit Index
Exhibit 8.1, page II-4
5.Please have tax counsel revise their consent in the final paragraph to state that counsel
also consents to the prospectus discussion of their opinion and to being named in the
registration statement. Refer to Securities Act Rule 436 and Section IV of the SEC’s
Division of Corporate Finance Staff Legal Bulletin 19.
FirstName LastNameJessica Billingsley
Comapany NameAkerna Corp.
December 27, 2023 Page 3
FirstName LastName
Jessica Billingsley
Akerna Corp.
December 27, 2023
Page 3
Please 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 Sandra Hunter Berkheimer at 202-551-3758 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc: Jason K. Brenkert, Esq.