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[AKERNA LETTERHEAD]

July 5, 2023

Division of Corporation Finance

Office of Crypto Assets

Securities and Exchange Commission

100 F. Street, N.E.

Washington, D.C. 20549

    Re:
    Responses to the Securities and Exchange Commission

    Staff Comments dated June 20, 2023

    Akerna Corp.

    Registration Statement on Form S-4

    Filed May 12, 2023

    File No. 333-271857

Ladies and Gentlemen:

This letter responds to the comments of the Staff
of the United States Securities and Exchange Commission (the “Staff”) set forth in your letter dated the June 20, 2023 (the
“Comment Letter”) regarding the above-referenced draft Registration Statement on Form S-4 (the “Registration Statement”)
of Akerna Corp. (the “Company”, or “our”). For your convenience, the Company’s numbered responses below
contain each of the Staff’s comments from the Comment Letter and correspond to the numbered comments contained in the Comment Letter.

In connection with our responses we have filed
a Pre-Effective Amendment No. 1 on Form S-4/A (“Amendment No.1 to Form S-4”) which contains amendments to address the Staff’s
comments where appropriate as detailed in our responses below.

Our responses are as follows:

Registration Statement on Form S-4 General

Staff Comment No. 1

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.

Company Response

1. We have amended the disclosure in Amendment No. 1 to Form S-4 by adding additional
risk factors to address this comment on page 50 thereof.

Division of Corporate Finance

July 5, 2023

Page 2

Staff Comment No. 2

2. Please file your form of proxy card with the next amendment.

Company Response

2. We have revised to add the form of proxy card to Amendment No. 1 to Form S-4.

Cover Page

Staff Comment No. 3

3. Please revise your cover page to disclose the estimated exchange ratio of Akerna
common shares for each Gryphon common share and preferred share.

Company Response

3. We have revised the cover letter to stockholders in Amendment No. 1 to Form S-4
to disclose the estimated exchange ratio of Akerna common shares for each Gryphon common share and preferred share and the assumptions
related to such estimate.

Prospectus Summary, page 1

Staff Comment No. 4

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.

Company Response

4. We have revised the disclosures in Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 57.

MJ Acquisition Corp., page 3

Staff Comment No. 5

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.).

Company Response

5. We have revised the disclosure in the prospectus summary in Amendment No. 1 to
Form S-4 to provide additional disclosure regarding the nature of the relationship between Alleaves and MJ Acquisition Corp. based on
information provided to us by MJ Acquisition Corp on page 3 thereof.

Division of Corporate Finance

July 5, 2023

Page 3

The Transactions, page 3

Staff Comment No. 6

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.

Company Response

6. We have revised the disclosure in Amendment No. 1 to Form S-4 to provide these illustrative examples
and the describe the various assumptions related thereto on pages 115-117 thereof.

Akerna Reasons for the Transactions..., page 4

Staff Comment No. 7

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.

Company Response

7. We have revised the disclosure in Amendment No. 1 to Form S-4 to quantify these
items on page 5 thereof.

Opinion of Akerna’s Financial
Advisor, page 6

Staff Comment No. 8

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.

Company Response

8. We have revised the disclosure in the Amendment No. 1 to Form S-4 to address this
comment on pages 6-7 thereof. We have added a prominent disclosure in Amendment No. 1 to Form S-4 of the fact that JMP has not updated
its fairness opinion to reflect the current terms of the transaction on page 7 thereof.

Division of Corporate Finance

July 5, 2023

Page 4

Risk Factors, page 23

Staff Comment No. 9

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.

Company Response

9. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 67 thereof.

Staff Comment No. 10

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.

Company Response

10. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 67 thereof.

Staff Comment No. 11

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 crypto assets and crypto asset markets.

Company Response

11. We have revised disclosure in the Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 67 thereof.

Staff Comment No. 12

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.

Company Response

12. We have revised disclosure in Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 70 thereof.

Division of Corporate Finance

July 5, 2023

Page 5

Staff Comment No. 13

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.

Company Response

13. We advise the Staff that as of March 31, 2023, Gryphon has one material outstanding
financing agreement for approximately $13.2 million classified as Notes Payable on the balance sheet. Pursuant to the terms of the Equipment
Loan and Security Agreement dated May 25, 2022 and amended on March 29, 2023, the financing as well as the payback of the note is denominated
in Bitcoin and not U.S. fiat dollars. The note is collateralized by 7,200 Bitcoin mining machines. As the 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. To the extent Gryphon were to fail to comply with the financial covenant requiring 110% coverage, Gryphon is entitled to
supplement the posted collateral with Bitcoin, US dollars, additional equipment, or other agreed upon collateral to satisfy any shortfall.
As such, Gryphon does not believe that it faces any financing, liquidity, or other risks due to the crypto asset market disruption.

Staff Comment No. 14

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.

Company Response

14. We have revised disclosure in Amendment No. 1 to Form S-4 to include additional
risk factors to address this comment on page 50 thereof.

Gryphon’s bitcoin may be subject
to loss, theft or restriction on access, page 56

Staff Comment No. 15

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.

Company Response

15. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment
on pages 59 and 222.

Division of Corporate Finance

July 5, 2023

Page 6

There is no one unifying principle
governing the regulatory status of cryptocurrency, page 64

Staff Comment No. 16

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.

Company Response

16. We have revised disclosure in the Amendment No. 1 to Form S-4 to address this comment
on page 68.

The Transactions, page 80

Staff Comment No. 17

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:

 a. 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.

Division of Corporate Finance

July 5, 2023

Page 7

 b. 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.

Company Response

17. We have revised the disclosure in the Amendment No. 1 to Form S-4 in the “Background
to the Transaction” section to provide greater detail regarding the above noted items.

Akerna’s Financial Projections,
page 93

Staff Comment No. 18

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.

Company Response

18. We have revised the disclosure in the Amendment No. 1 to Form S-4 to remove this
disclaimer.

Staff Comment No. 19

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.

Company Response

19. We have revised the disclosure in Amendment No. 1 to Form S-4 to remove the second
sentence and to revise the third sentence to note that investors should use caution in relying on the financial projections.

Division of Corporate Finance

July 5, 2023

Page 8

Opinion of Akerna’s Financial
Advisor, page 95

Staff Comment No. 20

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.

Company Response

20. We have revised the disclosure in the Amendment No. 1 to Form S-4 to clarify that
the $1,000,000 fee payable to JMP