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CORRESP
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[AKERNA LETTERHEAD]

July 31, 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 provides supplemental 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.

Our responses are as follows:

Mining Equipment, page F-52

Staff Comment No. 50

 50. Given the significant decline
in the price of Bitcoin and disruptions in the crypto asset market in the periods presented, tell us how you considered the factors in
ASC 360-10-35- 21 through 22 in evaluating the mining equipment for recoverability and potential impairment of your long-lived assets.

Company Response

 50. The memorandum attached hereto
entitled “ASC 360” provides Gryphon’s analysis of the factors considered in response to Staff Comment No. 50.

Staff Comment No. 53

 53. Please provide for us your analysis
of principal versus agent considerations regarding your revenue recognition policy under the Sphere 3D Master Services Agreement.

Company Response

 53. The memorandum attached hereto
entitled “ASC 606-10-55-37” provides Gryphon’s analysis of the of principal versus agent considerations in response
to Staff Comment No. 53.

Note 7 - Notes Payable, page F-60

Staff Comment No. 55

 55. Please provide your analysis of
the BTC note supporting your recognition of the borrowed BTC as an asset, including your rights to the borrowed BTC and any restrictions
on its use, and accounting treatment as a derivative liability under ASC 815. Describe for us, and disclose, the methods and inputs used
in determining the fair value of the note.

Company Response

 55. The memorandum attached hereto entitled “Derivative accounting for Anchorage Loan” provides Gryphon’s analysis of the
BTC note supporting its recognition of the borrowed BTC as an asset and related analysis in response to Staff Comment No. 55.

Should you have any further comments or questions
about these supplemental responses, please contact our legal counsel, Jason K. Brenkert of Dorsey & Whitney LLP at 303-352-1133 or
brenkert.jason@dorsey.com. We thank you for your time and attention.

    Very truly yours,

    AKERNA CORP.

    By:
    /s/ Jessica Billingsley

    Jessica Billingsley

    Chief Executive Officer

    2

    Date:
    March 31, 2023

    To:
    Gryphon (the “Company”) - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 360

 1. OVERVIEW AND
DESCRIPTION OF ISSUE

 a. OVERVIEW

 2. ACCOUNTING ANALYSIS
AND CONCLUSION

 a. RELEVANT GUIDANCE

 b. DOCUMENTS REFERENCED

 c. ACCOUNTING CONSIDERATIONS

 1. OVERVIEW AND
DESCRIPTION OF ISSUE

 A. OVERVIEW

In accordance with ASC 360-10 – “Impairment and Disposal
of Long-Lived Assets” (“ASC 360”), any long-lived asset group that is held and used must be reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the long-lived asset group might not be recoverable.

Long-lived assets that are held and used are tested for impairment
at the asset group level. An asset (asset group) should be tested for recoverability by comparing the net carrying value of the asset
(asset group) to the entity-specific, undiscounted net cash flows to be generated from the use and eventual disposition of that asset
(asset group). If the carrying amount of an asset (asset group) is not recoverable, an impairment loss is recognized if the carrying amount
of the asset (asset group) exceeds its fair value.

The steps for assessing impairment of long-lived assets that are held
and used are as follows:

 ● Identify
                                            the asset group

 ● Does
                                            an event or change in circumstances indicated the asset group’s carrying amount may
                                            not be recoverable?

 o If no, the asset group has not experienced an impairment triggering
event. No impairment is recognized.

 ● Test
                                            other assets in the asset group for impairment

 ● Test
                                            recoverability of the asset group using entity-specific, undiscounted cash flows. Is the
                                            asset group recoverable?

 o If yes, no long-lived asset impairment is recognized.

 o If no, measure the long-lived asset impairment as the amount
by which the carrying value of the asset group exceeds its fair value.

    3

    Date:
    March 31, 2023

    To:
    Gryphon (the “Company”) - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 360

 2. ACCOUNTING ANALYSIS
AND CONCLUSION

 A. RELEVANT GUIDANCE

 ● ASC
                                            360-10-05-4: THE IMPAIRMENT
                                            OR DISPOSAL OF LONG-LIVED ASSETS

 ● PWC
                                            ACCOUNTING GUIDE

 B. (ONLINE) DOCUMENTS
REFERENCED

HTTPS://ASC.FASB.ORG/1943274/2147482338

HTTPS://VIEWPOINT.PWC.COM/DT/US/EN/PWC/ACCOUNTING_GUIDES/PROPERTY_PLANT_EQUI
P/PROPERTY_PLANT_EQUIP_US/CHAPTER-5--IMPAIRMENT/5_2-IMPAIRMENT-OF-LONG-
LIVED-ASSETS-TO-BE-HELD-AND-USED.HTML#PWC-TOPIC.DITA_1742160008227318

 C. ACCOUNTING CONSIDERATIONS

Determining the asset group

Some long-lived assets may have largely independent cash flows and,
as a result, should be tested for impairment individually. However, most long-lived assets are used in conjunction with other assets and
do not generate cash flows that are largely independent of the other assets in the group. In these situations, the asset group should
be considered the unit of account for impairment testing.

The Company operates a digital asset (commonly
referred to as bitcoin) mining operation using specialized computers equipped with application-specific integrated circuit (ASIC) chips
(known as “miners”) to solve complex cryptographic algorithms in support of the Bitcoin blockchain (in a process known as
“solving a block”) in exchange for bitcoin rewards.

Events or circumstances

In accordance with ASC 360 - “Impairment and Disposal of Long-Lived
Assets” (“ASC 360”), long-lived asset (group) that is held and used must be reviewed for impairment whenever events
or changes in circumstances indicate that the carrying amount of the long-lived asset (group) might not be recoverable. Due to the decrease
in the cost of bitcoin mining rigs that was driven by the drop in bitcoin prices during the first quarter ended March 31, 2023, the Company
assessed the need for an impairment write-down of its bitcoin mining rigs.

Determining the long-lived assets are recoverable

In accordance with ASC 360-10, the Company
determined that the carrying value of its bitcoin miners is recoverable based on its projections over the useful life of the group
asset. The Company assessed and determined the amount of undiscounted net cash flows to be generated from the use of the asset group
will exceed the carrying amount of the asset as of March 31, 2023. Even when an asset is determined to be recoverable, changes in
the estimate of the asset’s useful life should be considered in light of the change in circumstances that led to the
recoverability assessment. The Company assessed the useful life of the bitcoin mining rigs and determined continued use of a
three-year life is reasonable given the bitcoin halvening cycle.

    4

    Date:
    March 31, 2023

    To:
    Gryphon (the “Company”) - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 360

Recoverability Test

Cash flows used in the recoverability test may differ from the cash
flows used in measuring the fair value of the asset group. The recoverability test is based on the entity-specific, undiscounted cash
flows expected to result from the entity’s use and eventual disposition of the asset group, rather than on market- participant assumptions
that would be used in measuring the asset group’s fair value.

Estimating cash flows for purposes of the recoverability test is subjective
and requires judgment. As described in ASC 360-10-35-30, estimates of future cash flows should be reasonable in relation to the assumptions
used to develop other information the entity uses for comparable periods, such as internal budgets and projections, accruals related to
incentive compensation plans, or information communicated to others. Projections of expected future cash flows should include:

 ● All
cash inflows expected from the use of the long-lived asset (asset group) over its remaining useful life, based on its existing service
potential (i.e., taking into account the asset’s cash-flow- generating capacity and physical output capacity, but excluding future
capital improvements and other expenditures that would increase the service potential of the asset).

 ● The
Company receives cash inflows in the form of monthly management fees related to the Sphere 3D MSA (See Exhibit B). This cash inflow is
equivalent to 22.5% of “Net Operating Profit” from all of Sphere 3D’s blockchain operations. There are no direct cash
outflows by the Company related to these management fees and the term is through August 18, 2026.

 ● Any
cash outflows necessary to obtain the projected cash inflows, including future expenditures to maintain the asset (asset group). The
cash outflows should include costs directly attributable to the asset group based on the nature of the expense rather than who incurs
it.

 ● Cash
flows associated with the eventual disposition, including selling costs, of the long-lived assets that would typically represent
the salvage or residual value of those assets.

As of March 31, 2023, the Company held approximately
$30.4 million (net of accumulated depreciation) of bitcoin mining rigs on the balance sheet classified as Mining equipment, net. These
bitcoin mining rigs have an estimated remaining useful life of approximately 1.8 years. The Company expects net cash inflows (EBITDA)
over the next 24 months of approximately $52.1 million (see Exhibit A). As such, the recoverability test of the group asset is met and
no impairment of long-lived assets is needed at this time.

Conclusion

Based on the above analysis, management has concluded that no impairment
of long-lived assets exists as of March 31, 2023.

    5

    Date:
    March 31, 2023

    To:
    Gryphon (the “Company”) - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 360

Exhibit A – Five Year Model

(Projections as of January 2023)

Note: 2023 ($17.6m) and 2024 ($34.5m) cumulative EBITDA projected
of $52,103,588.

Note: As there is potential uncertainty on the “Sphere
Profit Share” given the Company does not exhibit control over the amount of miners deployed by Sphere 3D, a sensitivity analysis
of 10%-20% resulted in a decrease of the following EBITDA for the term:

 ● 10% sensitivity analysis:

 o 2023 EBITDA- ($304,000) reduction in EBITDA

 o 2024 EBITDA- ($385,000) reduction in EBITDA

 § Resulting EBITDA w/ 10% sensitivity- $51.4m

 ● 20% sensitivity analysis:

 o 2023 EBITDA- ($608,000) reduction in EBITDA

 o 2024 EBITDA-($707,000) reduction in EBITDA

 § Resulting EBITDA w/ 20% sensitivity- $50.8m

    6

    Date:
    March 31, 2023

    To:
    Gryphon (the “Company”) - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 360

Exhibit B – Sphere 3D MSA

On August 19, 2021, Gryphon entered into a Master Services Agreement,
or the Sphere MSA, with Sphere 3D. The Sphere 3D MSA has a term of three years, beginning on August 19, 2021, and terminating on August
18, 2024, with one-year automatic renewal terms thereafter. Under the Sphere MSA, Gryphon is Sphere 3D’s exclusive provider of management
services for all blockchain and cryptocurrency-related operations, including but not limited to services relating to all mining equipment
owned, purchased, leased, operated, or otherwise controlled by Sphere 3D and/or its subsidiaries and/or its affiliates at any location,
with Gryphon receiving a percentage of the net operating profit of all of Sphere 3D’s blockchain and cryptocurrency-related operations.

On December 29, 2021, the Company and Sphere 3D entered into Amendment
No. 1 to the Sphere 3D MSA, to provide greater certainty as to the term of the Sphere 3D MSA. Sphere 3D and Gryphon agreed to extend the
initial term of the Sphere 3D MSA from three to four years, or to five years in the event Sphere 3D does not receive delivery of a specified
minimum number of Bitcoin mining machines during 2022. As Sphere 3D did not meet the required delivery threshold, the term was extended
to five years, expiring August 18, 2026.

As consideration for the management services provided as stipulated
by the MSA, the Company shall receive the equivalent of twenty-two- and one-half percent (22.5%) of the Net Operating Profit of all of
Sphere 3D’s blockchain and cryptocurrency-related operations (the “Management Fee”).

 ● Net Operating Profit shall be defined as the value of digital
assets mined using Sphere 3D’s mining equipment as of 11:59 pm Eastern Time on the date of mining based upon the price of such
digital asset quoted on Coinbase minus the cost of electricity and profit-share paid to hosts.

 ● The Management Fee shall be calculated and distributed to
the Company subsequent to payment of all operating expenses, including but not limited to all payments to hosts and electricity providers.

 ● The total costs of electricity and any profit-share paid
to hosts shall capped at 9 cents ($0.09) per kilowatt hour ($0.09/kwh).

The cryptocurrency earned from the Sphere 3D’s mining operations is
held in a wallet, in which the Company holds the cryptographic key information and maintains the internal recordkeeping of the cryptocurrency.
The Company’s contractual arrangements state that Sphere 3D retains legal ownership of the cryptocurrency; has the right to sell, pledge,
or transfer the cryptocurrency; and benefits from the rewards and bears the risks associated with the ownership, including as a result
of any cryptocurrency price fluctuations. Sphere 3D also bears the risk of loss as a result of fraud or theft unless the loss was caused
by the Company’s gross negligence or the Company’s willful misconduct. The Company does not use any of the cryptocurrency
resulting from the Sphere 3D MSA as collateral for any of the Company’s loans or other financing arrangements, nor does it lend,
or pledge cryptocurrency held for Sphere.

    7

    Date:
    March 31, 2023

    To:
    Gryphon - Accounting Files

    From:
    Sim Salzman, CFO

    Reviewed by:
    Rob Chang, CEO

    Subject:
    ASC 606-10-55-37 Principal versus Agent

 1. OVERVIEW AND
DESCRIPTION OF ISSUE

 a. OVERVIEW

 2. ACCOUNTING ANALYSIS
AND CONCLUSION

 a. RELEVANT GUIDANCE

 b. DOCUMENTS REFERENCED

 c. ACCOUNTING CONSIDERATIONS

 1. OVERVIEW AND
DESCRIPTION OF ISSUE

 A. OVERVIEW

The Company’s ongoing major or central operations is to use
computing power (cryptocurrency mining machines or “Miners”) to solve cryptographic algorithms to record and publish
Bitcoin (