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December 8, 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.3 to

    Registration Statement on Form S-4

    Filed October 16, 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 November 20, 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.4 to Registration Statement on Form S-4 (“Amendment No.4”) as filed with the Commission on the
date hereof, marked against Amendment No.3 to Registration Statement on Form S-4 as filed with the Commission on December 8, 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.4.

Amendment No. 3 to Registration Statement on Form S-4

Questions and Answers About the Transactions

Why are Akerna and Gryphon proposing to merge?, page x

    1.
    We note your belief that the Merger will increase Gryphon’s “position as a leading net carbon neutral bitcoin miner.” Please revise, where applicable, to clarify what metric(s) you use, or will use, to determine that a company is a “leading” net carbon neutral bitcoin miner.

Company Response: The Company acknowledges the Staff’s
comment and has revised the S-4 where applicable in Amendment No. 4.

Gryphon’s Business

Master Services Agreement with Core, page 228

    2.
    Please revise to clarify whether Gryphon’s Order 1 under the Core MSA commencing August 31, 2021 includes any provisions regarding maintaining net carbon neutral status, as does its Order 2 commencing September 24, 2021, per your disclosure on page 228. In this regard, we note your disclosures elsewhere that “Gryphon currently uses 100% net carbon neutral energy as its power source” (e.g., pages 3 and 222). Please revise to clarify or advise, as appropriate.

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on pages 3, 223, 230 and 236 of Amendment No. 4 to address the Staff’s comment. For clarification,
Order 1 under the Core MSA does not have any provisions regarding the maintenance of net carbon neutral status. We have further revised
disclosures to remove references of 100% carbon neutrality.

Gryphon Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Business Overview

Breakeven Analysis, page 234

    3.
    Please refer to comment 2 and your revised disclosures. Please further revise your breakeven analysis to clarify whether and, if so, how the cost of purchasing mining equipment factors into your analysis. Additionally, clarify whether you finance the purchase of mining equipment and, if so, reflect financing costs in your analysis.

Company Response: The Company acknowledges the Staff’s comment and has revised the disclosures on page 237. In addition, the Company
wants to clarify that the breakeven analysis is an operational metric that does not take capital expenditures into consideration. As previously
noted, breakeven calculations only consider the operational costs such as electricity and hosting. The machines were originally financed
primarily through equity capital raises and cash flows resulting from the sale of bitcoin generated by mining operations. As breakeven
calculations are an operating cash flow metric, financing costs, which are part of cash flows from financing, are not considered. As of
September 30, 2023, there are no financing agreements outstanding as it relates to the financing of the mining equipment.

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

Digital Assets, page F-78

    4.
    We acknowledge your response to our prior comment 16 of our August 10, 2023 letter. Please revise your digital assets accounting policy to include a discussion of how your policy of classifying digital assets as current is consistent with the definition of current assets in ASC Topic 210-10-20. Specifically, please revise your accounting policy to state, if true, that digital assets are classified as current assets because you have a reasonable expectation that they will be realized in cash or sold or consumed during the normal operating cycle of your business.

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page F-81 and F-116 of Amendment No. 4 to address the Staff’s comment.

Cyptocurrency mining, page F-80

5. We note your response to prior comment 4. Please tell us,
and revise your disclosure in your next amendment to specifically address the following concerning your mining revenue recognition under
ASC 606:

 ● We
                                            note that your contracts are terminable, “at any time by either party.” Please
                                            confirm if your contracts are terminable, “at any time by either party without cause
                                            and without penalty,” and include this specific disclosure in your next amendment,
                                            if true; See (a) below

 ● Your
                                            consideration of whether each mining pool arrangement is a contract that is continuously
                                            renewed and, if so, tell us: See (b) below

 o Your
                                            consideration as to whether the duration of your contracts is less than 24 hours; (b)1

 o Whether
                                            the rate of payment remains the same upon renewal; and (b)2

 o Whether
                                            your customer’s option to renew represents a material right that represents a separate
                                            performance obligation as contemplated in ASC 606-10- 55-42; (b)3

 ● We
                                            note that your performance obligation is, “providing computing power in digital asset
                                            transaction verification services.” Tell us your consideration for disclosing your
                                            performance obligation as, “the service of performing hash computations for the mining
                                            pool operator,” or something similar to more precisely and closely align with the promise
                                            in your contracts, and include this specific disclosure in your next amendment, if true;
                                            See (c) below

 ● You
                                            disclose that the mining pool in which you participate utilizes the Full Pay Per Share (FPPS)
                                            payout method. We further note your disclosure on pages F-80 and F- 114 that, “you
                                            are entitled to a fractional share of the fixed cryptocurrency award the mining pool operator
                                            receives…for successfully adding a block to the blockchain,” which appears inconsistent
                                            with FPPS where miners receive a fixed payout for each valid share submitted, regardless
                                            of whether the pool finds a block. Confirm for us whether you are entitled to compensation
                                            whether or not the pool operator receives an award, and revise your disclosure for consistency
                                            throughout the Form S-4; See (d) below

 ● Revise
                                            your disclosure to indicate how each component of your contract consideration under FPPS
                                            is calculated. In this regard, we note block rewards, transaction fees, and mining pool operating
                                            fees; and See (e) below

    2

 ● We
                                            are unable to reconcile your use of the lowest bitcoin price during the day ending midnight
                                            UTC with the requirement in ASC 606-10-32-21 to estimate the fair value of noncash consideration
                                            on the date of contract inception. Revise your policy to consistently select a single time
                                            within the date of contract inception or a simple average during that day. For all periods
                                            in your filing, tell us the impact on your revenue recognized by applying this revised policy
                                            and provide us your SAB 99 analysis as to whether any of these differences are material.
                                            See (f) below

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page F-83 and F-118 of Amendment No. 4 to address the Staff’s comment. In addition, the
Company addresses the Staff’s comments as follows:

 (a). Regarding terminable contracts by any party, pursuant to section
11.b of the terms of service of Foundry Pool USA (https://foundryusapool.com/static/Foundry_USA_Pool_Terms_and_Conditions_revised_8_28_23.pdf),
the Company’s access and usage rights to the pool may be terminated for any reason, without penalty, by either Foundry or the Company
by providing one contract day’s prior written notice to the other party.

 (b). Regarding the continuous renewal, pursuant to section 11.a
of the terms of service of Foundry Pool USA (https://foundryusapool.com/static/Foundry_USA_Pool_Terms_and_Conditions_revised_8_28_23.pdf),
the Company’s access and usage rights to the pool and service shall commence upon completion of the client onboarding and shall
automatically renew for a successive 24-hour period (00:00:00 UTC and 23:59:59 UTC) unless terminated in accordance with the terms set
forth by the terms of service.

 1. The contract is for a continuous 24-hour period each day.
The Company’s access and usage rights to the pool and service automatically renew for a successive 24-hour period (00:00:00 UTC
and 23:59:59 UTC) unless terminated in accordance with the terms set forth by the terms of service. In exchange for performing hash computations
for the mining pool, Gryphon is entitled to a fractional share of the fixed cryptocurrency award the mining pool operator receives (less
digital asset transaction fees to the mining pool operator which are recorded as a component of cost of revenues). Gryphon’s fractional
share is based on the proportion of hash computations Gryphon performed for the mining pool operator to the total hash computations contributed
by all mining pool participants in solving the current algorithm during the 24-hour period. Hashrate is the measure of the computational
power per second used when mining. It is measured in units of hash per second, meaning how many calculations per second that can be performed.
The consideration the Company will receive, comprised of block rewards, transaction fees less mining pool operator fees are aggregated
in a sub-balance account held by the mining pool operator. That balance, due to the Company, is calculated by the mining pool operator
based on the hashrate provided and hash computations completed by the Company for the mining pool from midnight-to-midnight (00:00:00
UTC and 23:59:59 UTC) UTC time, and a sub-account balance is credited one hour later at 1AM UTC time. The balance is then withdrawn to
the Company’s whitelisted wallet address, once a day, between the hours of 9am to 5pm UTC time. The rate of payment occurs once
per day, as long as the minimum payout threshold of 0.01 bitcoin has accumulated in the sub-account balance, in accordance with the mining
pool operator’s terms of service.

 2. The rate of payment occurs once per day, as long as the minimum
payout threshold of 0.01 bitcoin has accumulated in the sub-account balance, in accordance with the mining pool operator’s terms
of service.

Please see https://pool-faq.foundrydigital.com/payouts
and https://pool-faq.foundrydigital.com/what-are-the-minimum-payout-thresholds for more information.

 3. Pursuant to ASC 606-10-55-42, the Company assessed if the
customer’s option to renew represented a material right that represents a separate performance obligation and noted the renewal
is not a material right. The definition of a material right is a promise in a contract to provide goods or services to a customer at
a price that is significantly lower than the stand-alone selling price of the good or service. The mining pool operator does not provide
any discounts and as such there is no economic benefit to the customer and as such a separate performance obligation does not exist under
606-10-55-42. In addition, there are no options for renewal that is separately identifiable from other promises in the contract such
as an ability to extend the contract at a reduced price.

    3

 (c). The Company notes the Staff’s comment and will revise
the disclosure to include the following: The performance obligation of the Bitcoin miner under the mining contracts with Foundry Pool
USA involves the service of performing hash computations to facilitate the verification of digital asset transactions. The Company’s
miners contribute computing power (ie. hashrate) that perform hash calculations to the mining pool operator, engaging in the process
of validating and securing transactions through the generation of cryptographic hashes. The mining pool then utilizes a specific mining
algorithm (e.g. SHA-256) to submit shares (proofs of work) to the mining pool’s server as they contribute to solving the cryptographic
puzzles required to mine a block. The Company reviews and analyzes its individual pool performance using a dashboard provided by Foundry
Pool USA that includes real-time statistics on hashrate, shares submitted and earnings. The service of performing hash computations in
digital asset transaction verification services is an output of the Company’s ordinary activities. The provision of providing these
services is the only performance obligation in the Company’s contracts with mining pool operators. The Company performs hash computations
for one mining pool operator, Foundry USA. Foundry USA operates its pool on the Full Pay Per Share (FPPS) payout method. FPPS is a variant
of the Pay Per Share (PPS) method, where miners receive a fixed payout for each valid share submitted, regardless of whether the pool
finds a block.

 (d). The disclosure on pages F-80 and F-114 have been revised to
remove reference to the comment “for successfully adding a block to the blockchain”. Pursuant to the Full Pay-Per Share (FPPS)
methodology, the mining pool operator distributes payouts to miners based on their contribution to the pool’s total hash rate regardless
of if a block is won. This provides more predictable and stable payouts for miners, as they receive compensation for their contributed
hash rate regularly.

 (e). Foundry Pool does not disclose how each component of the Company’s
contract consideration under FPPS is calculated however the Company has revised its disclosures to document the consideration received
is comprised of block