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September 6, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Rolf Sundwall

David Irving

 Re: Akerna Corp.

Amendment No.1 to

Registration Statement on Form S-4

Filed July 5, 2023

File No. 333-271857

Ladies and Gentlemen,

Akerna Corp., a Delaware corporation
(the “Company”), hereby provides the following information in response to the comments received from the staff (the
“Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in its letter to the
Company dated August 10, 2023 (the “Comment Letter”). The Company’s responses are preceded by a reproduction
of the corresponding Staff comments in italics as set forth in the Comment Letter.

In addition, if the Staff would like hard copies
of the Amendment No.2 to Registration Statement on Form S-4 (“Amendment No.2”) as filed with the Commission on the
date hereof, marked against Amendment No.1 to Registration Statement on Form S-4 as filed with the Commission on July 5, 2023, please
so advise and we would be happy to provide such copies. All page number references contained in the Company’s responses below correspond
to the page numbers in Amendment No.2.

Registration Statement on Form S-4

General

 Re: Akerna Corp.

Amendment No. 1 to

Registration Statement on Form S-4

Filed July 5, 2023

File No. 333-271857

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.

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page 3 in the prospectus summary section of Amendment No. 2 to highlight 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 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.

Company Response: The Company acknowledges the Staff’s
comment and advises the Staff that the market price of mining machines correlates with the price of bitcoin and can be volatile. Lower
bitcoin prices decrease the demand for mining equipment and can depreciate the cost of the mining machines. In addition, if fewer companies
seek to enter the mining industry, the supply for machines may outpace demand and create mining machine equipment surpluses. To the extent
that the value of the collateral of 7,200 mining machines decreases due to the depreciation of such mining machines, Gryphon expects to
supplement such collateral with Bitcoin, U.S. dollars, additional equipment, or other agreed upon collateral. If Gryphon is unable to
do so, Gryphon may be in default under the loan agreement with Anchorage, which could have a material adverse effect on its operations,
liquidity, financial condition, and results of operations. The Company also advises the Staff that it has revised the risk factor on pages
56 to 57 of Amendment No. 2 to address the risks Gryphon may face due to a depreciation in the value of Bitcoin or its mining machines.

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.

Company Response: The Company acknowledges the Staff’s
comment and has added the cross-reference requested by the Staff on page 28 of Amendment No. 2.

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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.

Company Response: The Company acknowledges the Staff’s
comment and has removed this disclaimer on page 101 of Amendment No. 2.

 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.

Company Response: The Company acknowledges the Staff’s
comment and has removed such statements on page 101 of Amendment No. 2.

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.

Company Response: The Company acknowledges the Staff’s
comment and has provided further detail regarding the curtailment agreement on page 217 of Amendment No. 2.

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.

Company Response: The Company acknowledges the Staff’s
comment and advises the Staff that the BitGo Custodial Services Agreement is listed as a “Material Agreement” on page 220
of Amendment No.2 and that it has filed the BitGo Custodial Services Agreement as Exhibit 10.64 to Amendment No.2.

 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.

Company Response: The Company acknowledges the Staff’s
comment and advises the Staff that Gryphon does not use, or expect to use, BitGo’s Express Server. The Company has revised the disclosure
on page 220 of Amendment No. 2 to remove the disclosure related to BitGo’s Express Server.

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 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:

 o Whether any persons (e.g., auditors, etc.) are responsible for verifying the existence of the crypto assets held by the third-party
custodian(s); and

 o Whether you or any insurance providers have inspection rights associated with the crypto assets held in storage.

Company Response: The Company acknowledges
the Staff’s comment and advises the Staff that, per discussions with BitGo, Gryphon understands that BitGo engages an external auditor
to verify the digital assets held by BitGo on a periodic basis. In addition, Gryphon’s external auditor sends annual confirmation
notices to BitGo in the course of performing its annual audit of Gryphon to confirm Gryphon’s digital assets held by BitGo. The
Company also advises the Staff that neither Gryphon nor its insurance providers have any inspection rights associated with Gryphon’s
digital assets held by BitGo. BitGo’s insurance providers do have inspection rights with respect to the digital assets held by BitGo.
The Company has revised its disclosure on page 220 of Amendment No. 2 to address the Staff’s comments.

 ● 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.

Company Response: The Company acknowledges the Staff’s
comment, and advises the Staff that Gryphon holds all of its digital assets only in cold wallets, and does not utilize or plan to utilize
hot wallets. The Company has revised the disclosure in Amendment No. 2 to remove the references to hot wallets where appropriate.

 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.

Company Response: The Company acknowledges the Staff’s
comment, and advises the Staff that Gryphon uses no third party custodians or custody services other than BitGo Trust. Gryphon only holds
its digital assets in cold custodial wallets with keys managed by BitGo Trust. Liquidation of digital assets occurs pursuant to the terms
of the Electronic Trading Agreement entered into between BitGo Prime and Gryphon as of October 5, 2021. The Company has revised its disclosures
on page 224 of Amendment No. 2 to address the Staff’s comment.

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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.

Company Response: The Company acknowledges the Staff’s
comment and advises the Staff that it has expanded its disclosure on page 224 of Amendment No. 2 to address the Staff’s comment.
The Company also advises the Staff that is has disclosed the risks associated with transferring crypto assets in the risk factor entitled
“Incorrect or fraudulent cryptocurrency transactions may be irreversible” on page 60 of Amendment No. 2, added a reference
to such risk factor on page 224 of Amendment No. 2.

 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.

Company Response: The Company acknowledges the Staff’s
comment and has revised its disclosure on pages 224 and 227 of Amendment No. 2 to address the Staff’s comment.

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.

Company Response: The Company acknowledges the Staff’s
comment and has revised its disclosures on page 228 of Amendment No. 2 to address the Staff’s comment.

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.

Company Response: The Company acknowledges the Staff’s
comment and has addressed Staff’s comment in its MD&A for the second quarter of 2023 included in Amendment No. 2.

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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.

Company Response: The Company acknowledges the Staff’s
comment and has revised its disclosures on page F-77 of Amendment No. 2 to address the Staff’s comment.

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

 16. We note your response to prior comment 46. We further note your disclo