SecProbe.io

CORRESP
 1
 filename1.htm

 Gryphon
Digital Mining, Inc.

 1180
North Town Center Drive, Suite 100
Las Vegas, Nevada 89144

 VIA
EDGAR

 September 2, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Crypto Assets

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 David
 Gessert
 Sandra Hunter Berkheimer

 Re:
 Gryphon Digital Mining, Inc.

 Registration Statement on Form S-3

 File No. 333-289278

 Ladies and Gentlemen:

 Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Gryphon Digital Mining, Inc. hereby respectfully requests that the effective
date of the above referenced Registration Statement be accelerated by the Securities and Exchange Commission to 9:00 a.m. New York time
on September 3, 2025, or as soon as practicable thereafter.

 We
request that we be notified of such effectiveness by telephone call to Adam Berkaw of Ellenoff Grossman & Schole LLP at (212) 370-1300
and that such effectiveness also be confirmed in writing.

 Sincerely,

 Gryphon Digital Mining, Inc.

 By:
 /s/ Steven
 Gutterman

 Name:
 Steven Gutterman

 Title:
 Chief Executive Officer

 cc:
 Ellenoff Grossman &
 Schole LLP

CORRESP
 1
 filename1.htm

 Gryphon Digital Mining, Inc.

 1180 N. Town Center Drive, Suite 100

 Las Vegas, NV 89144

 VIA EDGAR

 August 22, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 David Gessert
Sandra Hunter Berkheimer

 Re:
 Gryphon Digital Mining, Inc.

 Registration Statement on Form S-3

 Filed August 6, 2025

 File No. 333-289278

 Ladies and Gentlemen:

 On behalf of Gryphon Digital
Mining, Inc. (the " Company ," " we " or " our "), we hereby submit responses to the
comment letter received from the staff (the " Staff " or " you ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated August 21, 2025 (the " Comment Letter "), regarding the Registration
Statement on Form S-3 (the " Registration Statement ") filed with the Commission on August 6, 2025.

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter. For the Staff's convenience, we have repeated below
the Staff's comment in bold and have followed the comment with the response.

 Registration Statement on Form S-3

 General

 1.
 Please provide an analysis supporting your conclusion that the registrant is eligible to use Form S-3 to register this offering considering the shareholders of Gryphon Digital Mining, Inc. are voting on proposals necessary to complete the acquisition of the company by American Bitcoin Corp. In this regard, we note General Instruction I.A.6 to Form S-3. If you are not eligible to use Form S-3 for this offering, please withdraw this registration statement and refile on an appropriate form.

 Response:

 On behalf of the Company, we respectfully
submit that General Instruction I.A.6 to Form S-3 is not applicable to the Company as the Company is not, and will not be following the
transactions described below, a successor registrant.

 The Company advises the Staff that
the series of transactions whereby the Company will acquire American Bitcoin Corp. ("ABTC") in a stock-for-stock merger
transaction will not result in any entity being deemed a successor registrant of the Company. A successor registrant is a new and
distinct entity that has acquired the assets and assumed the liabilities of a predecessor registrant as the legal acquiror in a
merger, consolidation, purchase, or other direct transfer, with such entity continuing the business of the predecessor registrant.
Notably, the Company will be the indirect legal acquirer of ABTC in connection with the transactions described directly below:

 On May 9, 2025, the Company, GDM Merger
Sub I Inc. (" Merger Sub Inc. ") and GDM Merger Sub II LLC (" Merger Sub LLC "), both wholly owned direct
subsidiaries of the Company, and ABTC entered into a merger agreement. The merger agreement
provides for (i) the merger of Merger Sub Inc. with and into ABTC, with ABTC surviving (the " First Merger ") and (ii)
immediately after the First Merger, the merger of ABTC with and into Merger Sub LLC, with Merger Sub LLC surviving as a wholly owned direct
subsidiary of the Company.

 The Company will not experience any
change to its corporate existence as a result of the transactions described above and, following completion of the transactions, the Company
will be the legal parent of Merger Sub LLC following Merger Sub Inc.'s merger into ABTC and ABTC's subsequent merger into
Merger Sub LLC. The Company will continue to operate as "the registrant" within the meaning of General Instruction I.A.3 to
Form S-3.

 The Company respectfully advises the
Staff that the completion of the acquisition of ABTC by the Company remains subject to the approval of certain proposals by the stockholders
of the Company at its special meeting to be held on August 27, 2025. In light of the foregoing analysis, the Company respectfully submits
that (i) the Company is not currently and will not become a successor registrant, (ii) General Instruction I.A.6 to Form S-3 does not
apply to the Company, and (iii) the Company satisfies the eligibility requirements of Form S-3.

 2

 We thank the Staff in advance for its
consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Adam Berkaw, Esq.,
of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Steve Gutterman

 Name:
 Steve Gutterman

 Title:
 Chief Executive Officer

 cc:
 Adam Berkaw, Ellenoff Grossman & Schole LLP

 Christopher M. Barlow, Skadden, Arps, Slate, Meagher & Flom LLP

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 21, 2025

Steven Gutterman
Chief Executive Officer
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144

 Re: Gryphon Digital Mining, Inc.
 Registration Statement on Form S-3
 Filed August 6, 2025
 File No. 333-289278
Dear Steven Gutterman:

 We have conducted a limited review of your registration statement and
have the
following comment.

 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.

Registration Statement on Form S-3
General

1. Please provide an analysis supporting your conclusion that the
registrant is eligible to
 use Form S-3 to register this offering considering the shareholders of
Gryphon Digital
 Mining, Inc. are voting on proposals necessary to complete the
acquisition of the
 company by American Bitcoin Corp. In this regard, we note General
Instruction I.A.6
 to Form S-3. If you are not eligible to use Form S-3 for this offering,
please withdraw
 this registration statement and refile on an appropriate form.
 August 21, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact David Gessert at 202-551-2326 or Sandra Hunter Berkheimer
at 202-
551-3758 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Adam Berkaw, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 GRYPHON DIGITAL MINING, INC.

 1180 North Town Center Drive, Suite 100,

 Las Vegas, NV 89144

 July 30, 2025

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, DC 20549

 Attention:

 Sonia Bednarowski
 John Dana Brown

 Re:
 Gryphon Digital Mining, Inc.

 Registration Statement on Form S-4

 Filed July 29, 2025

 File No. 333-287865

 Dear Ms. Bednarowski and Mr. Brown:

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gryphon Digital Mining, Inc., hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:00 p.m. ET on Thursday, July 31, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Steve Gutterman

 Steve Gutterman

 Chief Executive Officer

 cc:
 Ellenoff Grossman & Schole LLP

CORRESP
 1
 filename1.htm

 Gryphon
Digital Mining, Inc.

 1180
N. Town Center Drive, Suite 100

 Las
Vegas, NV 89144

 VIA
EDGAR

 July
21, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Crypto Assets

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention:
 Sonia
 Bednarowski
 John
 Dana Brown

 Re:
 Gryphon Digital Mining,
 Inc.

 Amendment No. 1 to Registration
 Statement on Form S-4

 Filed July 1, 2025

 File No. 333-287865

 Ladies
and Gentlemen:

 Gryphon
Digital Mining, Inc. (the " Company ," " we ," " us " or " our ")
hereby submits its responses to the comment letter received from the staff (the " Staff ," " you "
or " your ") of the U.S. Securities and Exchange Commission (the " Commission "), dated July 16, 2025,
regarding the Registration Statement on Form S-4 (the " Registration Statement ") submitted to the Commission on July
1, 2025.

 For
the Staff's convenience, we have repeated below the Staff's comment in bold and have followed the comment with the response.
In response to the Staff's comment, the Company is filing via Edgar a revised draft Registration Statement (the " Amended
Registration Statement ") simultaneously with the submission of this response letter. Capitalized terms used but not defined
in this correspondence have the meanings set forth in the Amended Registration Statement.

 Amendment
No. 1 to Registration Statement on Form S-4

 The
Mergers

 Opinion
of Marshall & Stevens, page 80

 1.
 Refer to your response
 to prior comment 21. We note your revised disclosure on page 80 that "Liability of Marshall & Stevens or the Gryphon Board
 to any other person or entity with respect to the M&S Opinion, if any, would be separate and apart from any liability under Marshall
 & Stevens' contract with Gryphon and depend on the standing of such nonparty claimant, as may be determined by a court
 of competent jurisdiction." Please disclose that resolution of the question of the availability of a state law defense to Marshall
 & Stevens will have no effect on the rights and responsibilities of the Gryphon Board under applicable state law. Further disclose
 that the availability of such a state law defense to Marshall & Stevens would have no effect on the rights and responsibilities
 of either Marshall & Stevens or the Gryphon Board under the federal securities laws.

 Response:

 The
Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on page
80 of the Amended Registration Statement to address the Staff's comment.

 We
thank the Staff in advance for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our
legal counsel, Adam Berkaw, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

 Sincerely,

 By:
 /s/ Steve
 Gutterman

 Name:
 Steve Gutterman

 Title:
 Chief Executive Officer

 cc: Adam
Berkaw, Ellenoff Grossman & Schole LLP

 Christopher M. Barlow, Skadden, Arps, Slate, Meagher & Flom LLP

 Ryan J. Dzierniejko, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 July 16, 2025

Steven Gutterman
Chief Executive Officer
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144

 Re: Gryphon Digital Mining, Inc.
 Amendment No. 1 to Registration Statement on Form S-4
 Filed July 1, 2025
 File No. 333-287865
Dear Steven Gutterman:

 We have reviewed your amended registration statement and have the
following
comment.

 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 June 23,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-4
The Mergers
Opinion of Marshall & Stevens, page 80

1. Refer to your response to prior comment 21. We note your revised
disclosure on page
 80 that "Liability of Marshall & Stevens or the Gryphon Board to any
other person or
 entity with respect to the M&S Opinion, if any, would be separate and
apart from any
 liability under Marshall & Stevens contract with Gryphon and depend
on the standing
 of such nonparty claimant, as may be determined by a court of competent
 jurisdiction." Please disclose that resolution of the question of the
availability of a
 state law defense to Marshall & Stevens will have no effect on the
rights and
 responsibilities of the Gryphon Board under applicable state law.
Further disclose that
 the availability of such a state law defense to Marshall & Stevens would
have no
 July 16, 2025
Page 2

 effect on the rights and responsibilities of either Marshall & Stevens
or the Gryphon
 Board under the federal securities laws.
 Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at
202-551-
3859 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Adam C. Berkaw
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Gryphon Digital Mining, Inc.

 1180 N. Town Center Drive, Suite 100

 Las Vegas, NV 89144

 VIA EDGAR

 June 30, 2025

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Crypto Assets

 100 F Street, N.E.

 Washington, D.C. 20549

 Attention:
 Sonia Bednarowski
John Dana Brown

 Re:
 Gryphon Digital Mining, Inc.

 Registration Statement on Form S-4

 Filed June 6, 2025

 File No. 333-287865

 Ladies and Gentlemen:

 On behalf of Gryphon Digital
Mining, Inc. (the " Company ," " we " or " our "), we hereby submit responses to the
comment letter received from the staff (the " Staff " or " you ") of the U.S. Securities and Exchange
Commission (the " Commission "), dated June 23, 2025 (the " Comment Letter "), regarding the Registration
Statement on Form S-4 (the " Registration Statement ") filed with the Commission on June 6, 2025.

 The headings and paragraph
numbers in this letter correspond to those contained in the Comment Letter. For the Staff's convenience, we have repeated below
the Staff's comments in bold and have followed each comment with the response. In response to the Staff's comments, the Company
is filing via the Commission's Electronic Data Gathering, Analysis and Retrieval (" EDGAR ") system an amendment
to the Registration Statement (the " Amended Registration Statement ") simultaneously with the submission of this response
letter. Capitalized terms used but not defined in this correspondence have the meanings set forth in the Amended Registration Statement.
All references to page numbers and captions (other than those in the Staff's comments and unless otherwise stated) correspond to
the page numbers and captions in the Amended Registration Statement.

 Registration Statement on Form S-4

 Cover Page

 1.
 Please revise the cover page to disclose the estimated Exchange Ratio of each class of ABTC common shares for each class of Gryphon common shares, the implied price per share and the aggregate value of the consideration of the merger. In addition, please disclose the number of shares of each class of common stock offered in connection with the Mergers.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on the cover page of the Amended Registration
Statement to address the Staff's comment.

 Notice of Special Meeting of Shareholders, page i

 2.
 Please revise to briefly describe proposals 3 to 7 here, in the prospectus summary and on page 64.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure in the
Notice of Special Meeting of Shareholders and on pages 13 and 65 of the Amended Registration Statement to address the Staff's comment.

 Questions and Answers About the Mergers

 What will happen to Gryphon if, for any reason, the Mergers do
not close, page xxi

 3.
 Please expand your disclosure in this section to address the termination fee.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on page
xxi of the Amended Registration Statement to address the Staff's comment.

 Regulatory Approvals, page 6

 4.
 Please disclose the date that the notification and report form were submitted pursuant to the HSR Act and the current status of approval under the HSR Act.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages
6 and 94 of the Amended Registration Statement to address the Staff's comment to report that the notification and report form have
not yet been submitted.

 Terms of the Mergers; Merger Consideration, page 6

 5.
 Please revise to disclose the situations in which the Exchange Ratio is adjustable upward or downward, including the issuance of ABTC's financing involving a private placement, the potential of Gryphon to conduct a reverse stock split and the sale of not more than $5 million of Gryphon's common stock under its at-the-market offering program for the purpose of repaying the Anchorage Loan prior to Closing. In addition, please disclose, if known, the number of shares of Class A Common Stock that ABTC plans to issue prior to the Closing and the number of shares of common stock that Gryphon plans to issue prior to the Closing.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages
7 and 69 of the Amended Registration Statement to address the Staff's comment.

 Ownership of the Combined Company After the Mergers, page 7

 6.
 Please disclose here, on the cover page, in the second complete risk factor on page 17 and on page 126 the percentage of voting power that the holders of ABTC Common Stock and the holders of equity interests of Gryphon will have following the completion of the Mergers. In addition, please disclose here the percentage of the Combined Company that Hut 8 will own and the voting power that Hut 8 will have following the completion of the Mergers.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on the
cover page and pages 7-8, 18 and 129 of the Amended Registration Statement to address the Staff's comment.

 2

 Certain Related Agreements, page 10

 7.
 Please revise to disclose here the termination date of the ABTC Support Agreement, the Gryphon D&O Support Agreements and the Gryphon Support Agreement (Anchorage). In addition, please disclose the voting power of the directors and executive officers that entered into the Gryphon D&O Support Agreements and identify the parties to the agreements. Also please disclose the voting power of Anchorage in your discussion of the Gryphon Support Agreement (Anchorage). Also disclose that the parties to the Gryphon D&O Support Agreements have also agreed to vote against any Gryphon Acquisition Proposal or any proposal with respect to Gryphon that is in opposition to or in competition with the Mergers.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages
12-13 and 123 of the Amended Registration Statement to address the Staff's comment.

 Risk Factors

 Risks Related to the Mergers

 Gryphon and ABTC are expected to incur substantial expenses,
page 22

 8.
 Please revise your disclosure to provide, to the extent available, an estimate of the expenses that Gryphon and ABTC have incurred and are expected to incur in connection with the Mergers.

 Response:

 The Company respectfully acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on page
23 of the Amended Registration Statement to address the Staff's comment.

 Risks Related to Gryphon

 To the extent that any such claims may be based upon federal
law claims, Section 27, page 29

 9.
 We note that the heading to this risk factor addresses Section 27 of the Exchange Act but that the disclosure under this heading addresses Section 22 of the Securities Act. Please revise to expand this risk factor to also address Section 27 of the Exchange Act and revise the heading to indicate that the risk factor addresses both Section 22 of the Securities Act and Section 27 of the Exchange Act.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 29-30 of the Amended Registration Statement
to address the Staff's comment by revising the heading and making clear that the previously bolded and italicized language was not
intended to be a new risk factor.

 Risks Related to the Combined Company

 The Proposed Charter will include a forum selection clause, page
61

 10.
 Please revise your prospectus to state that there is uncertainty as to whether a court would enforce the provision related to the Securities Act and that investors cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 62 of the Amended Registration Statement
to address the Staff's comment.

 3

 The Mergers

 Board of Directors and Management Following the Mergers

 11.
 We note that ABTC has not yet determined the fifth director of the Combined Company and that it may hire additional executive officers. Please disclose when ABTC expects to identify the fifth director and the individuals who will serve as any other executive officers.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 72 of the Amended Registration Statement
to address the Staff's comment.

 Background of the Mergers

 12.
 Please add disclosure to describe the negotiations regarding the voting power of Gryphon stockholders and ABTC stockholders in the Combined Company.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 75-77 of the Amended Registration Statement
to address the Staff's comment.

 13.
 Please disclose any discussions between Gryphon and other potential strategic partners regarding alternative transactions as well as the other financial and strategic alternatives that Gryphon considered. Please describe with sufficient detail so that investors understand why these alternative options were not pursued or were rejected. In this regard, we note your disclosure on page 87 that Gryphon conducted a through review of strategic alternatives.

 Response:

 The Company respectfully
acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 75-76 and 78-79 of
the Amended Registration Statement to address the Staff's comment.

 14.
 Please disclose whether a specific post-transaction share of equity in the combined company as between Gryphon stockholders and stockholders of the Hut 8 counterparty to the transaction was considered either in the March 6, 2025 or March 11, 2025 meeting and, if so, which party proposed the post-transaction share of equity. In addition, please summarize the terms that were discussed and negotiated in the March 13, 2025, March 24, 2025, March 25, 2025 and March 31, 2025 meetings. Similarly, please disclose the exchange ratio that was proposed in the April 28, 2025 meeting and disclose which party proposed the exchange ratio.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 75 and 77 of the Amended Registration Statement
to address the Staff's comment.

 15.
 Please briefly describe Gryphon's and its affiliates' rights and obligations under the Captus Agreement so that investors understand the agreement in the context of the Merger Agreement negotiation with Hut 8. Also address the impact to Gryphon of its assignment of the rights and obligations under the Captus Agreement and why Gryphon agreed to assign its rights and obligations under the Captus Agreement.

 Response:

 The Company respectfully
acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 76 and 79-80 of
the Amended Registration Statement to address the Staff's comment.

 4

 16.
 We note your disclosure on page 73 that, "[o]n February 14, 2024, members of Gryphon's management held in-person meetings with several investment bankers in New York and discussed on a no-names basis the possibility of a business combination transaction involving Gryphon" and that "Gryphon's management was encouraged by the generally positive reception to this concept." Please expand this section to clarify whether the purpose of this meeting was to elicit response regarding Gryphon's current engagement with a strategic partner for the purposes of a business combination transaction or to find alternative strategic partners.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 75 of the Amended Registration Statement
to address the Staff's comment.

 Opinion of Marshall & Stevens, page 77

 17.
 Please disclose any material relationship that existed during the past two years or that is contemplated between Marshall & Stevens, including its affiliates, and Gryphon and its affiliates. If no such relationship existed or is contemplated, so state. Similarly, please disclose any material relationships between Marshall & Stevens and Hut 8 and its affiliates or American Bitcoin and its affiliates.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 80 of the Amended Registration Statement
to address the Staff's comment.

 18.
 Please disclose any projections contained in the presentations provided to Marshall & Stevens, named "Building America's Bitcoin Infrastructure Backbone" and the "New Standard in Bitcoin Mining," to the extent that Marshall & Stevens used those projections to reach its fairness determination.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 81 of the Amended Registration Statement
to address the Staff's comment.

 Gryphon's Reasons for the Approval of the Mergers, page
86

 19.
 We note your disclosure in the fifth bullet point on page 87 that Gryphon considered ABTC's current business plan in connection with its decision to approve the Merger Agreement and the transactions contemplated by the Merger Agreement. Please expand this bullet point to briefly describe which aspects of ABTC's business plan Gryphon considered and clarify what you mean by the "upcoming value inflection points."

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises the Staff that the Company has amended the disclosure on page 90 of the Amended Registration Statement
to address the Staff's comment.

 ABTC's Reasons for the Approval of the Mergers, page 89

 20.
 Please expand the eighth bullet point on page 89 to clarify what you mean by the "current economic, industry and market conditions affecting ABTC."

 Response:

 The Company respectfully
acknowledges the Staff's comment and advises the Staff that the Company has amended the disclosure on pages 3 and 92 of the
Amended Registration Statement to address the Staff's comment.

 5

 Marshall & Stevens Fairness Opinion, page J-1

 21.
 We note the Opinion provided by Marshall & Stevens includes the statement, "[o]ur Opinion expressed herein has been prepared for the Board in connection with its consideration of the Transaction and may not be relied upon by any other person or entity for any other purpose." As drafted, this statement may be construed as a disclaimer of liability to the security holders. Please have Marshall & Stevens revise the Opinion to remove this statement.

 Response:

 The Company respectfully acknowledges
the Staff's comment and advises that the Company has amended the disclosure on page 80 of the Amended Registration Statement to
address the Staff's comment. Further, the Company respectfully notes that per the Marshall & Stevens engagement letter and agreed
upon terms of engagement, Marshall & Stevens was engaged by the Company for the sole benefit of and to advise the Gryphon Board with
the consideration of a possible acquisition of ABTC. Marshall & Stevens was not engaged to advise Gryphon stockholders.

 We thank the Staff in advance for its consideration
of the foregoing. Should you have any questions, please do no

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 23, 2025

Steven Gutterman
Chief Executive Officer
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144

 Re: Gryphon Digital Mining, Inc.
 Registration Statement on Form S-4
 Filed June 6, 2025
 File No. 333-287865
Dear Steven Gutterman:

 We have conducted a limited review of your 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.

Registration Statement on Form S-4
Cover Page

1. Please revise the cover page to disclose the estimated Exchange Ratio of
each class of
 ABTC common shares for each class of Gryphon common shares, the implied
price
 per share and the aggregate value of the consideration of the merger. In
addition,
 please disclose the number of shares of each class of common stock
offered in
 connection with the Mergers.
Notice of Special Meeting of Shareholders, page i

2. Please revise to briefly describe proposals 3 to 7 here, in the
prospectus summary and
 on page 64.
 June 23, 2025
Page 2
Questions and Answers About the Mergers
What will happen to Gryphon if, for any reason, the Mergers do not close, page
xxi

3. Please expand your disclosure in this section to address the termination
fee.
Regulatory Approvals, page 6

4. Please disclose the date that the the notification and report form were
submitted
 pursuant to the HSR Act and the current status of approval under the HSR
Act.
Terms of the Mergers; Merger Consideration, page 6

5. Please revise to disclose the situations in which the Exchange Ratio is
adjustable
 upward or downward, including the issuance of ABTC's financing involving
a private
 placement, the potential of Gryphon to conduct a reverse stock split and
the sale of not
 more than $5 million of Gryphon's common stock under its at-the-market
offering
 program for the purpose of repaying the Anchorage Loan prior to Closing.
In addition,
 please disclose, if known, the number of shares of Class A Common Stock
that ABTC
 plans to issue prior to the Closing and the number of shares of common
stock that
 Gryphon plans to issue prior to the Closing.
Ownership of the Combined Company After the Mergers, page 7

6. Please disclose here, on the cover page, in the second complete risk
factor on page 17
 and on page 126 the percentage of voting power that the holders of ABTC
Common
 Stock and the holders of equity interests of Gryphon will have following
the
 completion of the Mergers. In addition, please disclose here the
percentage of the
 Combined Company that Hut 8 will own and the voting power that Hut 8
will have
 following the completion of the Mergers.
Certain Related Agreements, page 10

7. Please revise to disclose here the termination date of the ABTC Support
Agreement,
 the Gryphon D&O Support Agreements, and the Gryphon Support Agreement
 (Anchorage). In addition, please disclose the voting power of the
directors and
 executive officers that entered into the Gryphon D&O Support Agreements
and
 identify the parties to the agreements. Also please disclose the voting
power of
 Anchorage in your discussion of the Gryphon Support Agreement
(Anchorage). Also
 disclose that the parties to the Gryphon D&O Support Agreements have
also agreed to
 vote against any Gryphon Acquisition Proposal or any proposal with
respect to
 Gryphon that is in opposition to or in competition with the Mergers.
Risk Factors
Risks Related to the Mergers
Gryphon and ABTC are expected to incur substantial expenses, page 22

8. Please revise your disclosure to provide, to the extent available, an
estimate of the
 expenses that Gryphon and ABTC have incurred and are expected to incur
in
 connection with the Mergers.
 June 23, 2025
Page 3
Risks Related to Gryphon
To the extent that any such claims may be based upon federal law claims,
Section 27, page 29

9. We note that the heading to this risk factor addresses Section 27 of the
Exchange Act
 but that the disclosure under this heading addresses Section 22 of the
Securities Act.
 Please revise to expand this risk factor to also address Section 27 of
the Exchange Act
 and revise the heading to indicate that the risk factor addresses both
Section 22 of the
 Securities Act and Section 27 of the Exchange Act.
Risks Related to the Combined Company
The Proposed Charter will include a forum selection clause, page 61

10. Please revise your prospectus to state that there is uncertainty as to
whether a court
 would enforce the provision related to the Securities Act and that
investors cannot
 waive compliance with the federal securities laws and the rules and
regulations
 thereunder.
The Mergers
Board of Directors and Management Following the Mergers, page 71

11. We note that ABTC has not yet determined the fifth director of the
Combined
 Company and that it may hire additional executive officers. Please
disclose when
 ABTC expects to identify the fifth director and the individuals who will
serve as any
 other executive officers.
Background of the Mergers, page 72

12. Please add disclosure to describe the negotiations regarding the voting
power of
 Gryphon stockholders and ABTC stockholders in the Combined Company.
13. Please disclose any discussions between Gryphon and other potential
strategic
 partners regarding alternative transactions as well as the other
financial and strategic
 alternatives that Gryphon considered. Please describe with sufficient
detail so that
 investors understand why these alternative options were not pursued or
were rejected.
 In this regard, we note your disclosure on page 87 that Gryphon
conducted a through
 review of strategic alternatives.
14. Please disclose whether a specific post-transaction share of equity in
the combined
 company as between Gryphon stockholders and stockholders of the Hut 8
 counterparty to the transaction was considered either in the March 6,
2025 or March
 11, 2025 meeting and, if so, which party proposed the post-transaction
share of equity.
 In addition, please summarize the terms that were discussed and
negotiated in the
 March 13, 2025, March 24, 2025, March 25, 2025 and March 31, 2025
meetings.
 Similarly, please disclose the exchange ratio that was proposed in the
April 28, 2025
 meeting and disclose which party proposed the exchange ratio.
15. Please briefly describe Gryphon's and its affiliates' rights and
obligations under the
 Captus Agreement so that investor's understand the agreement in the
context of the
 Merger Agreement negotiation with Hut 8. Also address the impact to
Gryphon of
 its assignment of the rights and obligations under the Captus Agreement
and why
 Gryphon agreed to assign its rights and obligations under the Captus
Agreement.
 June 23, 2025
Page 4

16. We note your disclosure on page 73 that, "[o]n February 14, 2024,
members of
 Gryphon s management held in-person meetings with several investment
bankers in
 New York and discussed on a no-names basis the possibility of a business
 combination transaction involving Gryphon" and that "Gryphon s
management was
 encouraged by the generally positive reception to this concept." Please
expand this
 section to clarify whether the purpose of this meeting was to elicit
response regarding
 Gryphon's current engagement with a strategic partner for the purposes
of a business
 combination transaction or to find alternative strategic partners.
Opinion of Marshall & Stevens, page 77

17. Please disclose any material relationship that existed during the past
two years or that
 is contemplated between Marshall & Stevens, including its affiliates,
and Gryphon
 and its affiliates. If no such relationship existed or is contemplated,
so state. Similarly,
 please disclose any material relationships between Marshall & Stevens
and Hut 8 and
 its affiliates or American Bitcoin and its affiliates.
18. Please disclose any projections contained in the presentations provided
to Marshall
 & Stevens, named "Building America's Bitcoin Infrastructure Backbone"
and the
 "New Standard in Bitcoin Mining," to the extent that Marshall & Stevens
used those
 projections to reach its fairness determination.
Gryphon's Reasons for the Approval of the Mergers, page 86

19. We note your disclosure in the fifth bullet point on page 87 that
Gryphon considered
 ABTC's current business plan in connection with its decision to approve
the Merger
 Agreement and the transactions contemplated by the Merger Agreement.
Please
 expand this bullet point to briefly describe which aspects of ABTC's
business plan
 Gryphon considered and clarify what you mean by the "upcoming value
inflection
 points."
ABTC's Reasons for the Approval of the Mergers, page 89

20. Please expand the eighth bullet point on page 89 to clarify what you
mean by the
 "current economic, industry and market conditions affecting ABTC."
Marshall & Stevens Fairness Opinion, page J-1

21. We note the Opinion provided by Marshall & Stevens includes the
statement, "[o]ur
 Opinion expressed herein has been prepared for the Board in connection
with its
 consideration of the Transaction and may not be relied upon by any other
person or
 entity for any other purpose." As drafted, this statement may be
construed as a
 disclaimer of liability to the security holders. Please have Marshall &
Stevens revise
 the Opinion to remove this statement.
 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 23, 2025
Page 5

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Sonia Bednarowski at 202-551-3666 or John Dana Brown at
202-551-
3859 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
cc: Adam C. Berkaw
</TEXT>
</DOCUMENT>

CORRESP
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Gryphon
Digital Mining, Inc.

1180
N. Town Center Drive

Las
Vegas, NV 89144

VIA
EDGAR

December
2, 2024

U.S.
Securities and Exchange Commission

Office
of Crypto Assets

Washington,
D.C. 20549

    Re:
    Gryphon Digital Mining,
    Inc.

    Registration Statement
    on Form S-3

    Filed November 25,
    2024

    File No. 333-283440

Ladies
and Gentleman,

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Gryphon Digital Mining, Inc. hereby requests acceleration of effectiveness
of the above referenced Registration Statement so that it will become effective at 4:00 p.m. EST on Wednesday, December 4, 2024, or as
soon as thereafter practicable.

    Very
    truly yours,

    /s/
    Steve Gutterman

    By:  Steve Gutterman

    Title:
    Chief Executive Officer

    cc:

    Ellenoff Grossman & Schole LLP

December 2, 2024
Steve Gutterman
Chief Executive Officer and Director
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:Gryphon Digital Mining, Inc.
Registration Statement on Form S-3
Filed November 25, 2024
File No. 333-283440
Dear Steve Gutterman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Irene Paik at 202-551-6553 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:Adam Berkaw, Esq.

CORRESP
1
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GRYPHON DIGITAL MINING, INC.

1180 North Town Center Drive, Suite 100,

Las Vegas, NV 89144

April 23, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Crypto Assets

100 F Street, N.E.

Washington, DC 20549

Attn: Ms. Jessica Livingston

    Re:
    Gryphon Digital Mining, Inc.

    Registration Statement on Form S-3

    Filed April 18, 2024

    File No. 333-278805

Dear Ms. Livingston:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gryphon Digital Mining, Inc., hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Friday, April 26, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Robby Chang

    Robby Chang

    Chief Executive Officer, President and Director

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
April 23, 2024
Robby Chang
Chief Executive Officer, President and Director
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:Gryphon Digital Mining, Inc.
Registration Statement on Form S-3
Filed April 18, 2024
File No. 333-278805
Dear Robby Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jessica Livingston at 202-551-3448 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Adam C. Berkaw

CORRESP
1
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GRYPHON DIGITAL MINING, INC.

1180 North Town Center Drive, Suite 100,

Las Vegas, NV 89144

April 1, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Mr. Eric Envall

    Re:
    Gryphon Digital Mining, Inc.

    Registration Statement on Form S-3

    Filed February 14, as amended

    File No. 333-277060

Dear Mr. Envall:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Gryphon Digital Mining, Inc., hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 5:00 p.m. ET on Wednesday, April 3, 2024, or as soon as thereafter practicable.

    Very truly yours,

    /s/ Robby Chang

    Robby Chang

    Chief Executive Officer, President and Director

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
February 23, 2024
Robby Chang
Chief Executive Officer, President and Director
Gryphon Digital Mining, Inc.
1180 North Town Center Drive, Suite 100
Las Vegas, NV 89144
Re:Gryphon Digital Mining, Inc.
Registration Statement on Form S-3
Filed February 14, 2024
File No. 333-277060
Dear Robby Chang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eric Envall at 202-551-3234 with any questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets

CORRESP
1
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

January 8, 2024

Via EDGAR

Ms. Jessica Livingston

Division of Corporate Finance

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

 Re: Akerna Corp. – Request for Acceleration

Registration Statement on Form S-4

Filed on May 12, 2023, as amended January 8, 2024

File No. 333-271857

Ladies and Gentlemen:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Akerna Corp., a Delaware corporation (the “Company”), hereby requests that the effective
date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on
January 9, 2024, or as soon as possible thereafter. The Company hereby authorizes Jason Brenkert of Dorsey & Whitney LLP, counsel
to the Company, to orally modify or withdraw this request for acceleration.

Please contact Jason Brenkert of Dorsey & Whitney
LLP, counsel to the Company, at (303) 352-1133, as soon as the registration statement has been declared effective.

    Very truly yours,

    Akerna Corp.

    /s/ Jessica Billingsley

    Jessica Billingsley

    Chief Executive Officer

CORRESP
1
filename1.htm

January 4, 2024

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. 5 to

    Registration Statement on Form S-4

    Filed December 28, 2023

    File No. 333-271857

Ladies and Gentlemen,

Akerna Corp., a Delaware corporation (the “Company”),
hereby provides the following information as a supplemental response to the prior 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 supplemental response is preceded by a reproduction of the corresponding
relevant portion of the prior Staff comment to which this supplemental response relates in italics as set forth in the Comment Letter.
This supplemental response supplements and amends our prior responses set forth in our letter to the Staff dated December 8, 2023 solely
in relation to the below portion of the prior Staff comment and our prior response thereto.

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

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

  […]

Company Supplemental Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page F-83 and F-118 of Amendment No. 5 to the Registration Statement on Form
S-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, the Company’s access and usage rights to the pool may be terminated for any reason, without penalty, by either Foundry or the Company at any time.

 Should you have any further comments or questions about
the amended draft Registration Statement or this letter, 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

CORRESP
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filename1.htm

December 28, 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. 4 to

    Registration Statement on Form S-4

    Filed December 8, 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 December 27, 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.5 to Registration Statement on Form S-4 (“Amendment No.5”) as filed with
the Commission on the date hereof, marked against Amendment No.4 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.5.

Amendment No. 4 to Registration
Statement on 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.

Company Response: The Company
acknowledges the Staff’s comment and has revised the S-4 where applicable in Amendment No. 5 to clarify that the representations
are factual representations.

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.

Company Response – The
Company acknowledges the Staff’s comment and has revised the S-4 where applicable in Amendment No. 5 to correct the date to January
31, 2024.

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.

Company Response
– The Company acknowledges the Staff’s comment and continues to believe that its prior response sufficiently addresses
the Staff’s prior comment 5.

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.

Company Response
– The Company acknowledges the Staff’s comment and has revised the S-4 on pages 231, 241, 255, 256, F-83, F-85, F-121 and
F-122 of Amendment No. 5 to reconcile these statements.

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.

Company Response
– The Company acknowledges the Staff’s comment and has filed a revised Exhibit 8.1 to Amendment No. 5 to address the comment.

Should you have any further comments or questions
about the amended draft Registration Statement or this letter, 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

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.

CORRESP
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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

United States securities and exchange commission logo
November 20, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Amendment No. 3 to
Registration Statement on Form S-4
Filed October 16, 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 September 29, 2023 letter.
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.
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

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 November 20, 2023 Page 2
 FirstName LastNameJessica Billingsley
Akerna Corp.
November 20, 2023
Page 2
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.
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.
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.
Cryptocurrency 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;
•Your consideration of whether each mining pool arrangement is a contract that is
continuously renewed and, if so, tell us:oYour consideration as to whether the duration of your contracts is less than 24
hours;
oWhether the rate of payment remains the same upon renewal; and
oWhether your customer’s option to renew represents a material right that

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 November 20, 2023 Page 3
 FirstName LastName
Jessica Billingsley
Akerna Corp.
November 20, 2023
Page 3
represents a separate performance obligation as contemplated in ASC 606-10-
55-42;
•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;
•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;
•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
•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.
Cost of Revenues, page F-82
6.You include mining pool fees in your cost of revenues.  Please explain to us your
consideration of whether fees paid to the mining pool operators should be considered
payments to a customer and treated as a reduction of the transaction price/revenue.  Refer
to ASC 606-10-32-25 through 32-27.

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 November 20, 2023 Page 4
 FirstName LastName
Jessica Billingsley
Akerna Corp.
November 20, 2023
Page 4
            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 David Lin at 202-551-3552 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Jason K. Brenkert, Esq.

CORRESP
1
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October 13, 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.2 to

Registration Statement on Form S-4

Filed September 7, 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 September 29, 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.3 to Registration Statement on Form S-4 (“Amendment No.3”) as filed with the Commission on the
date hereof, marked against Amendment No.2 to Registration Statement on Form S-4 as filed with the Commission on September 7, 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.3.

Amendment No. 2 to Form S-4 filed September 7, 2023

Questions and Answers About the Transactions

What are the material U.S. federal income tax consequences of the
Merger to Gryphon

stockholders?, page xiii

 1. We note that the parties intend for the Merger to qualify as a “reorganization” within the meaning of Section 368(a) of
the Code. Please revise your disclosure here and throughout, including the tax disclosure section on page 111, to clearly state counsel’s
tax opinion on whether the Merger will qualify as a reorganization. Also please revise throughout to identify counsel and refer to the
long-form opinion filed as an exhibit. In addition, please file tax counsel’s consent as an exhibit to the registration statement.
For guidance, refer to Staff Legal Bulletin No. 19, Sections III and IV.

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure in Amendment No. 3 to identify counsel and reference the long-form tax opinion. Counsel has also
revised the tax opinion filed as an exhibit to Amendment No. 3 to include their consent.

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

 2. We note your revised disclosure in response to comment 13 and reissue the comment in part. Please revise to compare the value of one
mined Bitcoin to your cost to mine the one Bitcoin for the periods presented. In addition, please revise to explain in greater detail
how the breakeven line item in the table on page 227 is calculated, and provide quantified illustrative examples, as appropriate. Furthermore,
please discuss any known trends related to your breakeven analysis as of the most recent practicable date. As a non- exclusive example,
clarify whether your cost of revenue and mining inputs (e.g., electricity costs) have materially increased or decreased in recent periods.

Company
Response: The Company acknowledges the Staff’s comment and has revised the disclosure on pages 234 and 235 of Amendment No.
3 to address the Staff’s comment.

Unaudited Notes to the Consolidated Financial Statements
June 30, 2023

Note 1 - Organization and Summary of Significant Accounting
Polices Digital Assets, page F-111

 3. We acknowledge your response to prior comment 22 and the revised disclosure on pages F-111 and F-119. ASC 820-10-35-5 requires fair
value to be determined based on information in the single principal market, or in the absence of a principal market, the single most advantageous
market. As Yahoo Finance is not a market where digital assets can be bought and sold, it cannot be the principal market for GAAP purposes.
As a result, please revise your disclosures in your next amendment to address the following:

 (a) Identify for us the principal market or, in the absence of a principal market, the most advantageous market for each of the digital
assets you hold or held during the periods included in your financial statements; and

 (b) Tell us how you determined that these markets are the principal or most advantageous markets and reference for us the authoritative
literature you rely upon to support your determinations.

Company Response: The Company acknowledges
the Staff’s comment and has revised the disclosure on page F-111 of Amendment No. 3 to address the Staff’s comment.

    2

Revenue Recognition, page F-113

 4. We acknowledge your response to our prior comment 19. You disclose that you measure mined bitcoin at fair value on the date earned
in disclosures on pages 245, F-81 and F-114. However, you also disclose on pages 246 and F-114 that the cryptocurrency award is recorded
at fair value determined on the date you are notified it is earned, which from your disclosure appears to be after the contract
term for your performance obligation. Please address the following related to these disclosures:

 (a) The date you recognize revenue - the date earned or the date you are notified it is earned;

 (b) Confirm for us whether you are notified that you have earned the cryptocurrency award on the same day that you earn the award,
and, if not, tell us when you determine the fair value of the cryptocurrency award; and

 (c) Revise your next amendment to include consistent disclosure throughout the document

Company Response: The Company acknowledges the
Staff’s comment and has revised the disclosure on page 252 and 253 of Amendment No. 3 to address the Staff’s comment.
Regarding the Staff’s comments:

(a) The date that
Gryphon recognizes revenue is the same date that its hashrate is contributed to the mining pool operator. In
exchange for providing computing power, the Company is entitled to a pro rata share of the fixed bitcoin awards earned over the measurement
period, plus a pro rata fractional share of the global transaction fee rewards for the respective measurement period, less net digital
asset fees due to the mining pool operator over the measurement period, as applicable. This amount is recorded as mining revenues reported
on the Statements of Operations. The Company recognizes revenue under ASC 606, Revenue from Contracts with Customers.

(b) On a daily basis,
Gryphon is notified via email that it has earned the cryptocurrency award when the cryptocurrency award is received in
its mining wallet held by Bitgo. As such, the fair value of the cryptocurrency award is determined and recorded daily. Gryphon’s
management also confirms the amount of bitcoin received in the mining wallet by logging into the mining pool operator’s (Foundry
USA) customer dashboard; however, no formal notification is sent to Gryphon by the Foundry USA Pool when the payout occurs by the pool
to the Company. In addition, Gryphon’s management completes a revenue reasonableness analytical procedure on a monthly basis during
its financial close process. The Company estimates the amount of bitcoin the company should earn on a daily basis by comparing the hashrate
contributed to the mining pool operator divided by the global hashrate. For instance, per review of the revenue reasonableness calculation,
the Company noted the estimated amount of bitcoin the Company should have generated based on the hashrate contributed for the three-month
periods ending March 31, 2023 and June 30, 2023, were 211.88 and 186.53, respectively. For the three-month periods ending March 31, 2023
and June 30, 2023, the Company mined and received 212 and 187 bitcoin, respectively. Management noted the variances of bitcoin mined and
received for the three-month periods ending March 31, 2023 and June 30, 2023 of 0.27% and 0.03%, respectively, were quantitatively immaterial.

(c) The Company
acknowledges the Staff’s comment and has incorporated consistent disclosure language throughout the next amendment to ensure uniformity
in the document.

    3

Note 10 - Stockholders’ Equity, page F-127

 5. Refer to your response to our prior comment 18. Please reconcile for us the compensation expense for the six months ended June 30,
2023 and 2022 reported in the table on page F- 127 with the amounts reported on your Unaudited Condensed Consolidated Statements of Operations
for the six months ended June 30, 2023 and 2022.

Company Response: The Company acknowledges the Staff’s
comment and has revised the disclosure on page F-127 of Amendment No. 3 to address the Staff’s comment.

Should you have any further comments or questions
about the amended draft Registration Statement or this letter, 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

4

United States securities and exchange commission logo
September 29, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Amendment No. 2 to
Registration Statement on Form S-4
Filed September 7, 2023
File No. 333-271857
Dear Jessica Billingsley:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 10, 2023 letter.
Amendment No. 2 to Registration Statement on Form S-4
Questions and Answers About the Transactions
What are the material U.S. federal income tax consequences of the Merger to Gryphon
stockholders?, page xiii
1.We note that the parties intend for the Merger to qualify as a “reorganization” within the
meaning of Section 368(a) of the Code.  Please revise your disclosure here and
throughout, including the tax disclosure section on page 111, to clearly state counsel's tax
opinion on whether the Merger will qualify as a reorganization.  Also please revise
throughout to identify counsel and refer to the long-form opinion filed as an exhibit.  In
addition, please file tax counsel’s consent as an exhibit to the registration statement.  For

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 September 29, 2023 Page 2
 FirstName LastNameJessica Billingsley
Akerna Corp.
September 29, 2023
Page 2
guidance, refer to Staff Legal Bulletin No. 19, Sections III and IV.
Gryphon Management's Discussion and Analysis of Financial Condition and Results of
Operations
Business Overview
Breakeven Analysis, page 227
2.We note your revised disclosure in response to comment 13 and reissue the comment in
part.  Please revise to compare the value of one mined Bitcoin to your cost to mine the one
Bitcoin for the periods presented.  In addition, please revise to explain in greater
detail how the breakeven line item in the table on page 227 is calculated, and provide
quantified illustrative examples, as appropriate.  Furthermore, please discuss any known
trends related to your breakeven analysis as of the most recent practicable date.  As a non-
exclusive example, clarify whether your cost of revenue and mining inputs (e.g.,
electricity costs) have materially increased or decreased in recent periods.
Unaudited Notes to the Consolidated Financial Statements
June 30, 2023
Note 1 - Organization and Summary of Significant Accounting Polices
Digital Assets, page F-111
3.We acknowledge your response to prior comment 22 and the revised disclosure on pages
F-111 and F-119.  ASC 820-10-35-5 requires fair value to be determined based on
information in the single principal market, or in the absence of a principal market, the
single most advantageous market. As Yahoo Finance is not a market where digital assets
can be bought and sold, it cannot be the principal market for GAAP purposes. As a result,
please revise your disclosures in your next amendment to address the following:
•Identify for us the principal market or, in the absence of a principal market, the most
advantageous market for each of the digital assets you hold or held during the periods
included in your financial statements; and
•Tell us how you determined that these markets are the principal or most advantageous
markets and reference for us the authoritative literature you rely upon to support your
determinations.
Revenue Recognition, page F-113
4.We acknowledge your response to our prior comment 19.  You disclose that you measure
mined bitcoin at fair value on the date earned in disclosures on pages 245, F-81 and F-
114. However, you also disclose on pages 246 and F-114 that the cryptocurrency award is
recorded at fair value determined on the date you are notified it is earned, which from
your disclosure appears to be after the contract term for your performance obligation.
Please address the following related to these disclosures:
•The date you recognize revenue - the dated earned or the date you are notified it is
earned;

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 September 29, 2023 Page 3
 FirstName LastName
Jessica Billingsley
Akerna Corp.
September 29, 2023
Page 3
•Confirm for us whether you are notified that you have earned the cryptocurrency
award on the same day that you earn the award, and, if not, tell us when you
determine the fair value of the cryptocurrency award; and
•Revise your next amendment to include consistent disclosure throughout the
document
Note 10 - Stockholders' Equity, page F-127
5.Refer to your response to our prior comment 18.  Please reconcile for us the compensation
expense for the six months ended June 30, 2023 and 2022 reported in the table on page F-
127 with the amounts reported on your Unaudited Condensed Consolidated Statements of
Operations for the six months ended June 30, 2023 and 2022.
            You may 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 David Lin at (202) 551-3552 with any other
questions

Sincerely,
Division of Corporation Finance
Office of Crypto Assets
cc:       Jason Brenkert

CORRESP
1
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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.

    2

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.

    3

 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.

    4

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.

    5

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

United States securities and exchange commission logo
August 10, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Amendment No. 1 to
Registration Statement on Form S-4
Filed July 5, 2023
File No. 333-271857
Dear Jessica Billingsley:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 20, 2023 letter.
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.
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

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 August 10, 2023 Page 2
 FirstName LastNameJessica Billingsley
Akerna Corp.
August 10, 2023
Page 2
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.
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.
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.
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.
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.

 FirstName LastNameJessica Billingsley
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 August 10, 2023 Page 3
 FirstName LastNameJessica Billingsley
Akerna Corp.
August 10, 2023
Page 3
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.
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.
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:oWhether any persons (e.g., auditors, etc.) are responsible for verifying the
existence of the crypto assets held by the third-party custodian(s); and
oWhether you or any insurance providers have inspection rights associated with
the crypto assets held in storage.
•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.
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.
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.

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 Comapany NameAkerna Corp.
 August 10, 2023 Page 4
 FirstName LastNameJessica Billingsley
Akerna Corp.
August 10, 2023
Page 4
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.
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.
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.
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.
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

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August 10, 2023
Page 5
16.We note your response to prior comment 46.  We further note your disclosure on page 214
that your, "revenue model is to mine and hold bitcoin, and then sell only the bitcoin that is
necessary to pay its operating expenses."  For Bitcoin received from mining, please tell us
how long you are holding the Bitcoin.  Please be specific and reference your average
holding period in the periods presented.
Revenue Recognition, page F-78
17.We note your response to prior comment 53.  Your analysis of principal versus agent
considerations under ASC 606-10-55-36 through 55-40 appears generally related to your
participation in mining pools.  You provide management services to the Sphere 3D's
blockchain and cryptocurrency-related operations, which may include the ability to direct
the use of the Sphere 3D's mining operations.  Please provide your analysis of principal
versus agent considerations under ASC 606 as specifically related to the Sphere 3D MSA.
Note 10 - Stockholders' Equity, page F-92
18.We note your response to prior comment 56.  Please revise your disclosure in your next
amendment to address the following:
•While tabular presentation of issuances of stock is not technically required by ASC
718, inclusion would improve readability to users of your financial statements.
Please include a tabular presentation for the years ended December 31, 2022 and
2021, similar to the table included on page F-123 for the three months ended March
31, 2023 and 2022;
•Ensure that compensation expense include in the tables reconciles to the Statements
of Operations.  For example, compensation expense of $225,000 was included in the
table on page F-123 for the three months ended 3/31/23, but stock-based
compensation is ($1,152,000) in the Statements of Operations on page F-103.
Similarly, compensation expense of $1,536,000 was included in the table on page F-
123 for the three months ended 3/31/22, but stock-based compensation is
$2,631,000 in the Statements of Operations on page F-103; and
•Revise your disclosure of each issuance of stock compensation to discuss your
method of estimating the fair value of the issuance granted during the period, similar
to the information included in your response.  Refer to ASC 718-10-50-1.c.

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Notes to Unaudited Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022
Note 1 - Organization and Summary of Significant Accounting Policies
Revenue Recognition, page F-110
19.We note your response to prior comment 52.  Your disclosure that fair value is determined
"on the date the Company is notified of the consideration to be received, which is not
materially different from the fair value at the time the Company has earned the award
from the pools" is still included on pages 239, F-79 and F-111.  Therefore, we repeat
bullet point 1 from prior comment 52:
•Reconcile for us the difference in timing of the above scenarios, and tell us how
much time passes between when you have earned the award and when you receive
notification.
20.Refer to the third bullet in prior comment 52.  Describe for us your policies to determine
that the difference in trading price between BTC and fiat currency at the lowest value in a
trading day compared to a "closing price" at a consistent time of day would not be
material to your financial statements.
Note 2 - Digital Assets, page F-114
21.We note your response to priorcomment 54.  In your response, you indicated that you
would revise your disclosure to state that the rollforward relates explicitly to Bitcoin
transactions in 2022 and 2023.  Please make this revision in your next amendment, and
disclose, if true, that all digital asset activity and ending balances consist only of Bitcoin
in 2022 and 2023.
22.We note your response to prior comments 45 and 47.  Please tell us, and revise your next
amendment, to address the following:
•How the lowest daily trading price on Yahoo Finance is indicative of a "closing
price" given the daily fluctuation in BTC to USD trading prices;
•How basing your fair value determination on the lowest daily trading price rather
than the price at a consistent time would result in comparable reporting results
across periods; and
•Your consideration of ASC 820-10-35-5A in determining that Yahoo Finance
represented the principal market for BTC.  In this regard, we note your disclosure on
page 222 that you convert mined Bitcoin into fiat currency through BitGo Prime.
Note 7 - Notes Payable, page F-116
23.We note your response to prior comment 55.  Please provide your analysis of the BTC
note supporting your recognition of the borrowed Bitcoin as an asset, including your
rights to the borrowed BTC and any restrictions on its use.  We also note your disclosure
on page F-117 that as part of your March 29, 2023 amendment to the note, you agreed
“not to convey, sell, lease, transfer, assign, or otherwise dispose of any of the Company’s

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digital assets ou

CORRESP
1
filename1.htm

[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 (

CORRESP
1
filename1.htm

[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

United States securities and exchange commission logo
June 20, 2023
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-4
Filed May 12, 2023
File No. 333-271857
Dear Jessica Billingsley:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4
General
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.
2.Please file your form of proxy card with the next amendment.
Cover Page
3.Please revise your cover page to disclose the estimated exchange ratio of Akerna common
shares for each Gryphon common share and preferred share.

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 June 20, 2023 Page 2
 FirstName LastName
Jessica Billingsley
Akerna Corp.
June 20, 2023
Page 2
Prospectus Summary, page 1
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.
MJ Acquisition Corp., page 3
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.).
The Transactions, page 3
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.
Akerna Reasons for the Transactions..., page 4
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.
Opinion of Akerna's Financial Advisor, page 6
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.
Risk Factors, page 23
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.
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.
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

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 June 20, 2023 Page 3
 FirstName LastNameJessica Billingsley
Akerna Corp.
June 20, 2023
Page 3
crypto assets and crypto asset markets.
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.
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.
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.
Gryphon's bitcoin may be subject to loss, theft or restriction on access, page 56
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.
There is no one unifying principle governing the regulatory status of cryptocurrency, page 64
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.

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 June 20, 2023 Page 4
 FirstName LastNameJessica Billingsley
Akerna Corp.
June 20, 2023
Page 4
The Transactions, page 80
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:
•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.
•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.
Akerna's Financial Projections, page 93
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.
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.
Opinion of Akerna's Financial Advisor, page 95
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.

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 June 20, 2023 Page 5
 FirstName LastNameJessica Billingsley
Akerna Corp.
June 20, 2023
Page 5
21.We note that Gryphon provided certain financial projections to JMP and that JMP relied
upon these financial projections in preparing its fairness opinion.  Please disclose the
financial projections provided by Gryphon to JMP or explain why such information is not
material to shareholders.
Material U.S. Federal Income Tax Consequences of the Merger, page 103
22.We note your disclosure that the parties intend for the Merger to qualify as a
reorganization within the meaning of Section 368(a) of the Internal Revenue Code and
your statement on page 104 that “no opinion of counsel has been issued with respect to the
tax consequences of the Merger.”  Please file a tax opinion as an exhibit to your
registration statement that addresses the material tax consequences to shareholders or
provide us your analysis as to why you do not believe such an opinion is required.  Refer
to Item 601(b)(8) of Regulation S-K and, for guidance, Section III of Staff Legal Bulletin
No. 19.
Matters Being Submitted To a Vote of Akerna Stockholders
Proposal No. 1: Merger, page 147
23.Revise to cross reference the section(s) describing the material aspects of the Merger and
Merger Agreement.
Gryphon's Business, page 199
24.We note you started incurring a fee related to your participation in the Foundry USA Pool
of 0.43% based on your deployed hashrate.  Please discuss how this will affect your
business going forward, including discussion in MD&A to the extent necessary and
material.  Refer to Item 303(a) of Regulation S-K.
25.To the extent material, please discuss how the bankruptcies of companies in crypto asset-
related businesses and the downstream effects of those bankruptcies have impacted or
may impact Gryphon's or the combined company's business, financial condition,
customers, and counterparties, either directly or indirectly.  Clarify whether Gryphon has
material assets that may not be recovered due to the bankruptcies or may otherwise be lost
or misappropriated.
26.If material to an understanding of Gryphon's business, describe any direct or indirect
exposures to other counterparties, customers, custodians, or other participants in crypto
asset markets, known to:
•Have filed for bankruptcy, been decreed insolvent or bankrupt, made any assignment
for the benefit of creditors, or have had a receiver appointed for them.
•Have experienced excessive redemptions or suspended redemptions or
withdrawals of crypto assets.
•Have the crypto assets of their customers unaccounted for.
•Have experienced material corporate compliance failures.

 FirstName LastNameJessica Billingsley
 Comapany NameAkerna Corp.
 June 20, 2023 Page 6
 FirstName LastNameJessica Billingsley
Akerna Corp.
June 20, 2023
Page 6
27.If material to an understanding of Gryphon’s business, discuss any steps it takes to
safeguard the crypto assets of third parties and describe any policies and procedures that
are in place to prevent self-dealing and other potential conflicts of interest.  Describe any
policies and procedures Gryphon has regarding the commingling of assets, including its
assets, and those of affiliates or third parties.  Identify what material changes, if any, have
been made to Gryphon’s processes in light of the current crypto asset market disruption.
Describe any material risks related to safeguarding Gryphon’s, its affiliates’, or third
parties’ crypto assets. Describe any material risks to your business and financial condition
if your policies and procedures surrounding the safeguarding of crypto assets, conflicts of
interest, or comingling of assets are not effective.
28.We note that Gryphon's miners are located in New York, Georgia and North Carolina.
Please disclose the percentage of miners that are located in each state and revise your risk
factors section to address the concentration of miners in the same region of the U.S. and
the concentration of miners in a single state, as appropriate.
Bitcoin Mining Economics, page 201
29.Please discuss the anticipated impacts of the next Bitcoin halving and what steps you are
taking to address or mitigate these impacts, if any.  Discuss in greater detail the potential
impact of the decrease in the amount of Bitcoin rewards on your revenues and on the
economics of your mining operations.
Operational Strategy, page 205
30.On page 206, you disclose that Gryphon currently participates in a single mining pool
called Foundry USA Pool.  Please revise to briefly discuss the mechanics of how revenues
are split in the Foundry USA Pool in which Gryphon participates.  Also please revise to
disclose:
•the material terms of Gryphon's agreement with Foundry USA Pool and file the same
as an exhibit to your registration statement;
•the percentage of Gryphon's Bitcoin hashing power that it contributes to Foundry
USA Pool;
•the total hashing power of the Foundry USA Pool and the percentage thereof
contributed by Gryphon's miners;
•how the Foundry USA Pool holds Gryphon's proportion of mining rewards and the
duration thereof; and
•whether the pool operator has insurance for theft or loss and the risks associated with
transferring crypto assets.
31.You disclose that Gryphon’s policy is to sell its Bitcoin or other crypto assets for fiat
currency, with the exception of the amount required to service the agreement with
Anchorage.  Please revise to discuss: (i) the average period between receipt of your crypto
assets and the subsequent conversion into fiat currency; and (ii) any risks to your liquidity
caused by volatility in

CORRESP
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

June 29, 2022

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

  Re:
  Akerna Corp. – Request for Acceleration

Registration Statement on Form S-1

Filed on June 15, 2022, as amended June 29, 2022

File No. 333-265641

Ladies and Gentlemen:

Pursuant to Rule 461 under the
Securities Act of 1933, as amended, Akerna Corp., a Delaware corporation (the “Company”), hereby requests that the effective
date for the registration statement referred to above be accelerated so that it will be declared effective at 4:00 p.m. Eastern Time on
June 29, 2022, or as soon as possible thereafter. The Company hereby authorizes Jason Brenkert of Dorsey & Whitney LLP, counsel to
the Company, to orally modify or withdraw this request for acceleration.

Please contact Jason Brenkert of Dorsey & Whitney
LLP, counsel to the Company, at (303) 352-1133, as soon as the registration statement has been declared effective.

    Very truly yours,

                    Akerna Corp.

    /s/ Larry Dean Ditto Jr.

    Larry Dean Ditto Jr.
Interim Chief Financial Officer

United States securities and exchange commission logo
June 23, 2022
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-1
Filed June 15, 2022
File No. 333-265641
Dear Ms. Billingsley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Austin Pattan, Staff Attorney, at (202) 551-6756 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert

CORRESP
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

January 24, 2022

Via EDGAR

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Re:  Akerna Corp. – Request for Acceleration

    Registration Statement on Form S-3

    Filed on January 11, 2022

    File
No. 333-262095

Ladies and Gentlemen:

On behalf of Akerna Corp., we
hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3
(No. 333-262095) to permit said Registration Statement to become effective at 4:00 p.m. Eastern time on January 26, 2022, or as soon thereafter
as practicable.

Please contact the undersigned with any questions with
respect to this request.

    Very truly yours,

    Akerna Corp.

    /s/ John Fowle

    John Fowle
Chief Financial Officer

United States securities and exchange commission logo
January 20, 2022
John Fowle
Chief Financial Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-3
Filed January 11, 2022
File No. 333-262095
Dear Mr. Fowle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alexandra Barone, Staff Attorney, at (202) 551-8816 or Joshua
Shainess, Legal Branch Chief, at (202) 551-7951 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

CORRESP
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

October 25, 2021

Via EDGAR

Securities and Exchange Commission

ATTN: Anna Abramson

100 F Street, NE

Washington, D.C. 20549

    Re:
    Akerna Corp. – Request for Acceleration

    Registration Statement on Form S-3

    Filed on October 20, 2021

    File No. 333-260388

Ladies and Gentlemen:

On behalf of Akerna Corp., we
hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3
(No. 333-260388) to permit said Registration Statement to become effective at 4:00 p.m. Eastern Standard Time on October 26, 2021, or
as soon thereafter as practicable.

Please contact the undersigned with any questions with
respect to this request.

    Very truly yours,

    Akerna Corp.

    /s/ John Fowle

    John Fowle

    Chief Financial Officer

United States securities and exchange commission logo
October 22, 2021
John Fowle
Chief Financial Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-3
Filed October 20, 2021
File No. 333-260388
Dear Mr. Fowle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Anna Abramson, Staff Attorney, at (202) 551-4969 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

CORRESP
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

June 14, 2021

Via EDGAR

Securities and Exchange Commission

ATTN: Matthew Crispino

100 F Street, NE

Washington, D.C. 20549

Re:       Akerna
Corp. – Request for Acceleration

Registration Statement on Form S-3

Filed on June 8, 2021

File No. 333-256878

Ladies and Gentlemen:

On behalf of Akerna Corp., we
hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement on Form S-3
(No. 333-256878) to permit said Registration Statement to become effective at 4:00 p.m. Eastern Time on June 16, 2021, or as soon thereafter
as practicable.

Please contact the undersigned with any questions with
respect to this request.

    Very truly yours,

    Akerna Corp.

    /s/ John Fowle

    John Fowle

    Chief Financial Officer

United States securities and exchange commission logo
June 11, 2021
John Fowle
Chief Financial Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-3
Filed June 8, 2021
File No. 333-256878
Dear Mr. Fowle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Matthew Crispino, Staff Attorney, at (202) 551-3456 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert

United States securities and exchange commission logo
January 22, 2021
John Fowle
Chief Financial Officer
Akerna Corp.
1550 Larimer Street #246
Denver, Colorado 80202
Re:Akerna Corp.
Registration Statement on Form S-1
Filed January 15, 2021
File No. 333-252178
Dear Mr. Fowle:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Mitchell Austin, Staff Attorney, at (202) 551-3574 or, in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

CORRESP
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AKERNA CORP.

1550 Larimer Street #246

Denver, Colorado 80202

January 22, 2021

Via EDGAR

Securities and Exchange Commission

ATTN: Mitchell Austin

100 F Street, NE

Washington, D.C. 20549

    Re:
    Akerna Corp. – Request for Acceleration

    Registration Statement on Form S-1

    Filed on January 15, 2021

    File No. 333-252178

Ladies and Gentlemen:

On behalf of Akerna Corp.,
we hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement
on Form S-1 (No. 333-252178) to permit said Registration Statement to become effective at 4:00 p.m. Eastern Standard Time on January
25, 2021, or as soon thereafter as practicable.

Please contact the undersigned with any questions
with respect to this request.

    Very truly yours,

    Akerna Corp.

    /s/ John Fowle

    John Fowle

Chief Financial Officer

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AKERNA CORP.

1630 Welton Street,
Floor 4

Denver, Colorado
80202

October 27, 2020

Via EDGAR

Securities and Exchange Commission

ATTN: Mr. Jeff Kauten

100 F Street, NE

Washington, D.C. 20549

Re:  Akerna
                                         Corp. – Request for Acceleration

    Registration
                                         Statement on Form S-1/A

    Filed
                                         on October 8, 2020, as amended on October 19, 2020 and October 27, 2020

File
No. 333-249380

Ladies and Gentlemen:

On
behalf of Akerna Corp., we hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced
Registration Statement on Form S-1/A (No. 333-249380) to permit said Registration Statement to become effective at 4:00 p.m. Eastern
time on October 27, 2020, or as soon thereafter as practicable.

Please contact the
undersigned with any questions with respect to this request.

    Very truly yours,

    Akerna Corp.

    /s/ John Fowle

    John Fowle
Chief Financial Officer

United States securities and exchange commission logo
October 8, 2020
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1630 Welton Street, Floor 4
Denver, CO 80202
Re:Akerna Corp.
Registration Statement on Form S-1
Filed October 8, 2020
File No. 333-249380
Dear Ms. Billingsley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rule 461 regarding requests for acceleration.  We remind you that the
company and its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Jeff Kauten, Attorney-Advisor, at (202) 551-3447, or in his absence, Jan
Woo, Legal Branch Chief, at (202) 551-3453, with any questions.  If you require further
assistance, please contact Larry Spirgel, Office Chief, at (202) 551-3815.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

United States securities and exchange commission logo
August 13, 2020
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1630 Welton Street, Floor 4
Denver, CO 80202
Re:Akerna Corp.
Registration Statement on Form S-1
Filed August 10, 2020
File No. 333-242474
Dear Ms. Billingsley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

CORRESP
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AKERNA CORP.

1630 Welton Street, Floor 4

Denver, Colorado 80202

August 13, 2020

Via EDGAR

Securities and Exchange Commission

ATTN: Mr. Edwin Kim

100 F Street, NE

Washington, D.C. 20549

    Re:
    Akerna Corp. – Request for Acceleration

    Registration Statement on Form S-1

    Filed on July 9, 2020, as amended on August 10, 2020

    File No. 333-239783

Ladies and Gentlemen:

On behalf of Akerna Corp.,
we hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement
on Form S-1 (No. 333-239783) to permit said Registration Statement to become effective at 4:00 p.m. Eastern time on August 14,
2020, or as soon thereafter as practicable.

Please contact the undersigned with any questions
with respect to this request.

Very truly yours,

Akerna Corp.

/s/ John Fowle

John Fowle

Chief Financial Officer

CORRESP
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AKERNA CORP.

1630 Welton Street, Floor 4

Denver, Colorado 80202

August 13, 2020

Via EDGAR

Securities and Exchange
Commission

ATTN: Mr. Edwin Kim

100
F Street, NE

Washington, D.C. 20549

    Re:
    Akerna Corp. – Request for Acceleration

    Registration Statement on Form S-1

    Filed on August 10, 2020

    File No. 333-242474

Ladies and Gentlemen:

On behalf of Akerna Corp.,
we hereby respectfully request that the Commission accelerate the effectiveness of the above-referenced Registration Statement
on Form S-1 (No. 333-242474) to permit said Registration Statement to become effective at 4:00 p.m. Eastern time on August 14,
2020, or as soon thereafter as practicable.

Please contact the undersigned with any questions
with respect to this request.

Very truly yours,

Akerna Corp.

/s/ John Fowle

John Fowle

Chief Financial Officer

United States securities and exchange commission logo
July 16, 2020
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1630 Welton Street, Floor 4
Denver, CO 80202
Re:Akerna Corp.
Registration Statement on Form S-1
Filed July 9, 2020
File No. 333-239783
Dear Ms. Billingsley:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Edwin Kim, Attorney-Advisor, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Jason K. Brenkert, Esq.

CORRESP
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Akerna Corp.

1601 Arapahoe St.

Denver, Colorado 80202

November 5, 2019

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn: Edwin Kim and Jan Woo

    Re:
    Akerna Corp.

    Registration Statement on Form S-3 (File No. 333-232694)

    Acceleration Request

Dear Mr. Kim and Ms. Woo:

Pursuant to Rule 461 of
the rules and regulations promulgated under the under the Securities Act of 1933, as amended, Akerna Corp. hereby requests acceleration
of effectiveness of the above-referenced Registration Statement so that it will become effective at 5:00 p.m. Eastern Standard
Time on November 6, 2019, or as soon as practicable thereafter.

    Very truly yours,

    /s/ Jessica Billingsley

    Name: Jessica Billingsley

    Title: Chief Executive Officer

CORRESP
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AKERNA CORP.

1601 Arapahoe St.

Denver, Colorado 80202

October 18, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, DC 20549

Attn: Jan Woo, Legal Branch Chief

    Re:

        Akerna Corp.

        Amendment No. 1 to Registration Statement on Form S-3

        Filed August 27, 2019

        File: No. 333-232694

Dear Ms. Woo:

Akerna Corp. (the “Company”,
“Akerna”, “we”, “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated September 10, 2019, regarding the Company’s Amendment No. 1 to Registration
Statement on Form S-3 previously filed for the Staff’s review on August 27, 2019 (the “Registration Statement”).

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in the Company’s Amendment No. 2 to Registration Statement
on Form S-3 (the “Amended Registration Statement”), which is being submitted with the Commission contemporaneously
with the filing of this letter.

Amendment No. 1 to Registration Statement
on Form S-3

Risk Factors

Our amended and restated certificate
of incorporation provides ..., page 27

    1.
    Please revise your risk factor to clarify whether your exclusive forum provision would apply to derivative lawsuits based on claims under the federal securities laws. The risk factor should also clarify whether federal courts would have jurisdiction over these derivative lawsuits should the state courts in Delaware be found to lack jurisdiction. As noted in prior comment 2, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

We have revised the risk factor accordingly
on page 32 of the Amended Registration Statement.

Plan of Distribution

Lock-Up Agreement, page 35

    2.
    Your response to prior comment 3 refers to "various selling stockholders are subject to the Lock-Up Agreement." Please identify the selling stockholders that are subject to the Lock-Up Agreement and quantify how much of the 5,798,692 shares of common stock being registered would be restricted from resale under the Lock-Up Agreement.

We have provided the requested information
on page 40 of the Amended Registration Statement.

Incorporation of Documents By Reference, page 38

    3.
    We note your response to prior comment 4 that your March 31, 2019 and 2018 interim financial statements were filed with your Form 8-K filed on June 21, 2019, and that Form 8-K is incorporated by reference to your registration statement. Please be aware that your eligibility to file on Form S-3 is partly based on the periodic reporting history of MTech Acquisition Corp. You assumed the reporting history of MTech as its successor corporation through Rule 12g-3, as disclosed in your Form 8-K filed on June 21, 2019. As such, please incorporate all of the MTech periodic reports filed since the end its last completed fiscal year. Please refer to Item 12, Incorporation of Certain Information by Reference and General Instructions I.A on Form S-3.

We have incorporated by reference
the requested reports of MTech on page 43 of the Amended Registration Statement.

As per the Staff’s request, we note that
we simultaneously filed with the Amended Registration Statement a Current Report on Form 8-K12B, which provides that Akerna is
the successor issuer to MTech and that pursuant to Rule 12g-3(a) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), Akerna’s shares of common stock and warrants are deemed registered under Section 12(b) of the Exchange Act.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com
or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Jessica Billingsley

    Jessica Billingsley, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

September 10, 2019
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1601 Arapahoe St.
Denver, CO 80202
Re:Akerna Corp.
Amendment No. 1 to Registration Statement on Form S-3
Filed August 27, 2019
File No. 333-232694
Dear Ms. Billingsley:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our August 13, 2019 letter.
Amendment No. 1 to Registration Statement on Form S-3
Risk Factors
Our amended and restated certificate of incorporation provides ..., page 27
1.Please revise your risk factor to clarify whether your exclusive forum provision would
apply to derivative lawsuits based on claims under the federal securities laws.  The risk
factor should also clarify whether federal courts would have jurisdiction over these
derivative lawsuits should the state courts in Delaware be found to lack jurisdiction.  As
noted in prior comment 2, Section 27 of the Exchange Act creates exclusive federal
jurisdiction over all suits brought to enforce any duty or liability created by the Exchange
Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any

 FirstName LastNameJessica  Billingsley
 Comapany NameAkerna Corp.
 September 10, 2019 Page 2
 FirstName LastName
Jessica  Billingsley
Akerna Corp.
September 10, 2019
Page 2
duty or liability created by the Securities Act or the rules and regulations thereunder.
Plan of Distribution
Lock-Up Agreement, page 35
2.Your response to prior comment 3 refers to "various selling stockholders are subject to the
Lock-Up Agreement."  Please identify the selling stockholders that are subject to the
Lock-Up Agreement and quantify how much of the 5,798,692 shares of common stock
being registered would be restricted from resale under the Lock-Up Agreement.
Incorporation of Documents By Reference, page 38
3.We note your response to prior comment 4 that your March 31, 2019 and 2018 interim
financial statements were filed with your Form 8-K filed on June 21, 2019, and that Form
8-K is incorporated by reference to your registration statement.  Please be aware that your
eligibility to file on Form S-3 is partly based on the periodic reporting history of MTech
Acquisition Corp.  You assumed the reporting history of MTech as its successor
corporation through Rule 12g-3, as disclosed in your Form 8-K filed on June 21, 2019.
As such, please incorporate all of the MTech periodic reports filed since the end its last
completed fiscal year.  Please refer to Item 12, Incorporation of Certain Information by
Reference and General Instructions I.A on Form S-3.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.

CORRESP
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AKERNA CORP.

1601 Arapahoe St.

Denver, Colorado 80202

August 27, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, DC 20549

Attn: Jan Woo, Legal Branch Chief

    Re:
    Akerna Corp.

        Registration Statement on Form S-3

        Filed July 17, 2019

        File: No. 333-232694

Dear Ms. Woo:

Akerna Corp. (the “Company”,
“Akerna”, “we”, “us” or “our”) hereby transmits our
response to the comment letter received by us from the staff (the “Staff”) of the Securities and Exchange Commission
(the “Commission”), dated August 13, 2019, regarding the Company’s Registration Statement on Form S-3
previously filed for the Staff’s review on July 17, 2019 (the “Registration Statement”).

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Company’s Amendment No.
1 to Registration Statement on Form S-3 (the “Amended Registration Statement”), which is being submitted with
the Commission contemporaneously with the filing of this letter.

Registration Statement on Form S-3

Prospectus Summary, page 1

    1.
    Please
    provide a brief summary of the recent SPAC merger, the reorganization, the change in control of MTech Acquisition Corp. (“MTech”),
    and the concurrent private placements that resulted in the current status of Akerna. In your summary, please clarify the concentration
    of ownership of management and principal stockholders, and disclose the number and percentage of public SPAC common stockholders
    that redeemed their shares for their respective portion of the SPAC trust fund.

We have revised our disclosure on
pages 1 through 2 of the Amended Registration Statement to include the summary and information requested by the Staff.

Risk Factors, page 18

    2.
    Your
    forum selection provision in your Certificate of Incorporation identifies the Court of Chancery of the State of Delaware as
    the exclusive forum for certain litigation, including any “derivative action.” Please disclose whether this provision
    applies to actions arising under the Securities Act or Exchange Act. In that regard, Section 27 of the Exchange Act creates
    exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the
    rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state
    courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations
    thereunder. If the provision applies to Securities Act claims, please revise your prospectus to state that there is uncertainty
    as to whether a court would enforce such provision and to state that stockholders will not be deemed to have waived the company’s
    compliance with the federal securities laws and the rules and regulations thereunder. If this provision does not apply to
    actions arising under the Securities Act or Exchange Act, please ensure that the exclusive forum provision in the governing
    documents states this clearly.

We respectfully advise the Staff
that by its terms, the forum selection provision does not exclude stockholders from suing in federal court for claims under the
federal securities laws. In response to the Staff’s comment, we have added the risk factor referenced on page 27 of the
Amended Registration Statement, which provides the choice of forum provision does not exclude stockholders from suing in federal
court for claims under the federal securities laws.

Plan of Distribution, page 33

 3. Please
clarify whether any of your selling stockholders are subject to a lock-up agreement and, if so, how the restrictions on resale
will affect the offering.

Various selling stockholders are
subject to a lock-up agreement. As such, despite the registration of their shares on the Amended Registration Statement, they
cannot sell such shares until certain conditions provided in the lock-up agreement are met. We have added disclosure describing
the lock-up agreement and such conditions on pages 1 and 35 of the Amended Registration Statement.

Incorporation of Documents By Reference, page 37

 4. Please
incorporate the MTech periodic reports filed since the end its last completed fiscal year. Please refer to Item 12 of Form S-3
for further guidance. We note that your Form 10-Q for MTech filed on May 15, 2019 is not incorporated by reference.

We have incorporated by reference the financial statements
and related notes for the three months ended March 30, 2019 and 2018, which were filed as Exhibit 99.3 to Form 8-K, filed with
the Commission on June 21, 2019.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com
or by telephone at (212) 370-1300.

    Very truly
    yours,

    /s/
    Jessica Billingsley

    Jessica Billingsley,
    Chief Executive Officer

cc: Ellenoff
Grossman & Schole LLP

August 13, 2019
Jessica Billingsley
Chief Executive Officer
Akerna Corp.
1601 Arapahoe St.
Denver, CO 80202
Re:Akerna Corp.
Registration Statement on Form S-3
Filed July 17, 2019
File No. 333-232694
Dear Ms. Billingsley:
            We have limited our review of your registration statement to those issues we have
addressed in our comments.  In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-3
Prospectus Summary, page 1
1.Please provide a brief summary of the recent SPAC merger, the reorganization, the change
in control of MTech Acquisition Corp. ("MTech"), and the concurrent private placements
that resulted in the current status of Akerna.  In your summary, please clarify the
concentration of ownership of management and principal stockholders, and disclose the
number and percentage of public SPAC common stockholders that redeemed their shares
for their respective portion of the SPAC trust funds.
Risk Factors, page 18
2.Your forum selection provision in your Certificate of Incorporation identifies the Court of
Chancery of the State of Delaware as the exclusive forum for certain litigation, including

 FirstName LastNameJessica  Billingsley
 Comapany NameAkerna Corp.
 August 13, 2019 Page 2
 FirstName LastName
Jessica  Billingsley
Akerna Corp.
August 13, 2019
Page 2
any "derivative action."  Please disclose whether this provision applies to actions arising
under the Securities Act or Exchange Act.  In that regard, Section 27 of the Exchange Act
creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability
created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts over all suits
brought to enforce any duty or liability created by the Securities Act or the rules and
regulations thereunder.  If the provision applies to Securities Act claims, please revise
your prospectus to state that there is uncertainty as to whether a court would enforce such
provision and to state that stockholders will not be deemed to have waived the company’s
compliance with the federal securities laws and the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please ensure that the exclusive forum provision in the governing documents states this
clearly.
Plan of Distribution, page 33
3.Please clarify whether any of your selling stockholders are subject to a lock-up agreement
and, if so, how the restrictions on resale will affect the offering.
Incorporation of Documents By Reference, page 37
4.Please incorporate the MTech periodic reports filed since the end its last completed fiscal
year.  Please refer to Item 12 of Form S-3 for further guidance.  We note that your Form
10-Q for MTech filed on May 15, 2019 is not incorporated by reference.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Edwin Kim, Staff Attorney, at (202) 551-3297 or Jan Woo, Legal
Branch Chief, at (202) 551-3453 with any questions.

Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.

CORRESP
1
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MTech
Acquisition Holdings Inc.

10124
Foxhurst Court

Orlando,
Florida 32836

May
14, 2019

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
DC 20549

Attn:
Edwin Kim and Jan Woo

    Re:
    MTech Acquisition Holdings
    Inc.

    Registration Statement
    on Form S-4 (File No. 333-228220)

    Acceleration Request

Dear
Mr. Kim and Ms. Woo:

Pursuant
to Rule 461 of the rules and regulations promulgated under the under the Securities Act of 1933, as amended, MTech Acquisition
Holdings Inc. hereby requests acceleration of effectiveness of the above-referenced Registration Statement so that it will become
effective at 5:00 p.m. Eastern Standard Time on May 14, 2019, or as soon as practicable thereafter.

    Very truly
    yours,

    /s/
    Scott Sozio

    Name: Scott
    Sozio

    Title:
    Chief Executive Officer

CORRESP
1
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MTECH
ACQUISITION HOLDINGS INC.

10124
Foxhurst Court

Orlando,
Florida 32836

May
7, 2019

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Information Technologies and Services

100
F Street, N.E.

Washington,
DC 20549

Attn:
Jan Woo, Legal Branch Chief

 Re: MTech
                                         Acquisition Holdings Inc.

                                         Amendment
No. 2 to Registration Statement on Form S-4

Filed
April 19, 2019

File:
No. 333-228220

Dear
Ms. Woo:

MTech
Acquisition Holdings Inc. (the “Company”, “MTech Holdings”, “we”, “us”
or “our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated May 3, 2019, regarding the Company’s
Amendment No. 2 to Registration Statement on Form S-4 previously filed for the Staff’s review on April 19, 2019 (the “Registration
Statement”).

For
the Staff’s convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with
the Company’s response. Disclosure changes made in response to the Staff’s comments have been made in the Company’s
Amendment No. 3 to Registration Statement on Form S-4 (the “Amended Registration Statement”), which is being
submitted with the Commission contemporaneously with the filing of this letter.

Amendment
No. 2 to Registration Statement on Form S-4 filed April 19, 2019

Unaudited
Pro Forma Combined Financial Information, page 46

 1. You
                                         indicate that the unaudited pro forma combined statement of operations was prepared using
                                         MJ Freeway’s (“MJF”) unaudited historical condensed statement of operations
                                         for the year ended December 31, 2018 included elsewhere in your filing. However, financial
                                         statements covering this period are not included in your filing. Please clarify how the
                                         MJF financial information was derived. Refer to Rule 11-02(c)(3) of Regulation S-X.

We
respectfully advise the Staff that the unaudited pro forma combined statement of operations was prepared using MJ Freeway’s
unaudited historical condensed statement of operations for the six months ended December 31, 2018, which is included in the Registration Statement, and the MJ Freeway unaudited results from operations for the six months ended June 30,
2018. We have revised our disclosure on pages 46 and 52 of the Amended
Registration Statement.

The
Business Combination Proposal

MTech’s
Board of Directors’ Reasons for the Approval of the Business Combination, page 91

 2. Please
                                         include your response to prior comment 1 in your registration statement as assumptions
                                         underlying your belief regarding the 50% annual organic revenue growth projections for
                                         MJF in the next several years. In addition, discuss the limitations of those assumptions,
                                         such as any risks and/or uncertainties regarding your future plans to monetize client
                                         data.

In
response to the Staff’s comment, we have revised our disclosure to incorporate our prior response and discuss the limitation
of assumptions regarding our future plans to monetize client data. Such disclosure can be found on pages 12,13,36, 91 and 92 of the Amended
Registration Statement.

In
addition, the Staff provided the following oral comment:

 3. In
                                         response to the Staff’s prior comment on the exclusive forum provision, you state
                                         that the provision will not apply to federal securities law claims. Please include your
                                         response to the second risk factor on page 70 of your registration statement.

In
response to the Staff’s comment, we have revised the risk factor referenced on page 70 of the Amended Registration Statement.

We
thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail
to our counsel, Tamar Donikyan, Esq. at tdonikyan@egsllp.com or by telephone at (212) 370-1300.

    Very
    truly yours,

    /s/
    Scott Sozio

    Scott
    Sozio, Chief Executive Officer

    cc:
    Ellenoff
    Grossman & Schole LLP

May 3, 2019
Scott Sozio
Chief Executive Officer
MTech Acquisition Holdings Inc.
10124 Foxhurst Court
Orlando, FL 32836
Re:MTech Acquisition Holdings Inc.
Amendment No. 2 to Registration Statement on Form S-4
Filed April 19, 2019
File No. 333-228220
Dear Mr. Sozio:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our March 11, 2019 letter.
Amendment No. 2 to Registration Statement on Form S-4 filed April 19, 2019
Unaudited Pro Forma Combined Financial Information, page 46
1.You indicate that the unaudited pro forma combined statement of operations was prepared
using MJ Freeway’s ("MJF") unaudited historical condensed statement of operations for
the year ended December 31, 2018 included elsewhere in your filing.  However, financial
statements covering this period are not included in your filing.  Please clarify how the
MJF financial information was derived.  Refer to Rule 11-02(c)(3) of Regulation S-X.
The Business Combination Proposal
MTech’s Board of Directors’ Reasons for the Approval of the Business Combination, page 91
2.Please include your response to prior comment 1 in your registration statement as

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 May 3, 2019 Page 2
 FirstName LastName
Scott Sozio
MTech Acquisition Holdings Inc.
May 3, 2019
Page 2
assumptions underlying your belief regarding the 50% annual organic revenue growth
projections for MJF in the next several years.  In addition, discuss the limitations of those
assumptions, such as any risks and/or uncertainties regarding your future plans to
monetize client data.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.

CORRESP
1
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MTECH ACQUISITION HOLDINGS INC.

10124 Foxhurst Court

Orlando, Florida 32836

April 18, 2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and Services

100 F Street, N.E.

Washington, DC 20549

Attn: Jan Woo, Legal Branch Chief

 Re: MTech Acquisition Holdings Inc.

Amendment No. 1 to
Registration Statement on Form S-4

Filed January 25, 2019

File: No. 333-228220

Dear Ms. Woo:

MTech Acquisition Holdings
Inc. (the “Company”, “MTech Holdings”, “we”, “us” or
“our”) hereby transmits our response to the comment letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated March 11, 2019, regarding the Company’s
Amendment No. 1 to Registration Statement on Form S-4 previously filed for the Staff’s review on January 25, 2019 (the “Registration
Statement”).

For the Staff’s
convenience, we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s
response. Disclosure changes made in response to the Staff’s comments have been made in the Company’s Amendment No.
2 to Registration Statement on Form S-4 (the “Amended Registration Statement”), which is being submitted with
the Commission contemporaneously with the filing of this letter.

Amendment No. 1 to Registration
Statement on Form S-4 filed January 25, 2019

Background of the Business Combination,
Page 86

 1. In your response to prior comment 9 on page 89, you indicate that the MJ Freeway management
provided organic revenue growth projections estimated to be approximately 50% for the next several years beyond 2019. Please provide
us the basis for these organic growth projections. You indicate that the MJ Freeway projected growth is not based on entering new
jurisdictions or new state government contracts. While MJ Freeway revenue grew by 87% in fiscal year 2018 from 2017, it appears
much of this growth was related to your Washington and Pennsylvania Leaf Data Systems contracts.

We respectfully advise the Staff that the projected
growth is based on three concepts and not on securing additional state contracts: (1) the economic environment in which MJ Freeway
is growing; (2) MJ Freeway’s status as a leader and comprehensive compliance solution in its target markets; and (3) existing
contracts that can be further monetized in the future.

The Economic Environment:

MJ Freeway’s clients operate and seek to comply
with state laws in the cannabis, CBD and hemp markets, which are growing at rapid rates. According to a February 2018 report from
Arcview Market Research, spending on legal cannabis in North America is projected to grow in North America from $9.2 billion in
2017 to an estimated $47.3 billion in 2027, at an 18% compound annual growth rate (CAGR) of 18%. Internationally, the rest of world
markets are expected grow at a 47% CAGR.

According to a 2017 Gartner report, on average, companies
in North America spend 2.5% of their gross revenues on technology solutions. These data points, when applied to the forecasted
$47.3 billion sales in North America, reflect a potential 2027 technology spend of $1.2 billion ($47.3 billion x 2.5%) without
considering the International impact. Further, the report noted that 37% of respondents reported a preference for the buy- rather-than-build
strategy including SaaS, which was reported as the most popular model for significant investment.

Industry studies show that current operators in the
cannabis, CBD, and hemp market are underspending on technology compared to other industries. MJ Freeway believes those operators
will be forced to automate their operations, compliance, and reporting with an integrated ERP system like MJ Freeway if they are
to remain competitive in a rapidly growing marketplace.

The Status of MJ Freeway in the Economic Environment

According to state tax agencies records and locator
services, MJ Freeway was one of the first, if not the first, technology platforms built for ensuring and monitoring compliance
in the cannabis, CBD, and hemp industries. Further, it is the only ERP solution built to scale nationally and internationally while
providing technology compliance, monitoring and auditing products across the entire supply chain and all industry verticals of
the cannabis, CBD and hemp markets. Importantly, MJ Freeway has already started serving businesses and governments globally. MJ
Freeway currently services clients in 29 of 31 33 medicinally-legal US states and 11 countries. These factors establish MJ Freeway
as a mature, vetted solution for the coming global expansion in the industry. MJ Freeway expects to leverage its first-mover advantage
and reputation among industry participants throughout the global supply chain to increase market share.

Future Monetization

In addition to the market advantages described above,
MJ Freeway has existing contracts with its current clients that can be monetized in the future. 100% of MJ Freeway’s license
agreements provide MJ Freeway with the right to aggregate and monetize client data. MJ Freeway to date has processed and compiled
data related to more than $13 billion in sales, resulting in MJ Freeway owning and controlling substantial business intelligence
data set that can be monetized for multiple purposes in the future. MJ Freeway believes this database represents the largest statistically
relevant dataset of any competitor (by far) and expects to leverage this data to develop and provide additional service offerings
to current and future clients.

Management’s Discussion and
Analysis of Financial Condition and Results of Operations of MJF, page 144

 2. Please revise to include a discussion and analysis of the two most recent fiscal years. Refer to Instruction 1 to paragraph
303(a) of Regulation S-K.

In response to the Staff’s comment, we have included
a discussion and analysis of the fiscal years ended June 30, 2018 and 2017 starting from page 152 in the Amended Registration Statement.

In addition, the Staff provided the following
oral comment:

 3. In response to prior comment 1, you state that the MTech warrants will not be exchanged for Acquisition warrants. Given
that the MTech warrants will remain outstanding after the transaction, please explain how MTech Holdings could be deemed a successor
issuer pursuant to Rule 12g-3(a) under the Exchange Act with regard to the warrants.

We respectfully advise the Staff that the MTech warrants
will be cancelled and exchanged for MTech Holdings warrants. We have revised relevant disclosure throughout the Amended Registration
Statement.

We thank the Staff for its review of the
foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Tamar Donikyan, Esq. at
tdonikyan@egsllp.com or by telephone at (212) 370-1300.

    Very truly yours,

    /s/ Scott Sozio

    Scott Sozio, Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

March 11, 2019
Scott Sozio
Chief Executive Officer
MTech Acquisition Holdings Inc.
10124 Foxhurst Court
Orlando, FL 32836
Re:MTech Acquisition Holdings Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed January 25, 2019
File No. 333-228220
Dear Mr. Sozio:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our December 4, 2018 letter.
Amendment No.1 to Registration Statement on Form S-4 filed January 25, 2019
Background of the Business Combination, page 86
1.In your response to prior comment 9 on page 89, you indicate that the MJ Freeway
management provided organic revenue growth projections estimated to be approximately
50% for the next several years beyond 2019.  Please provide us the basis for these organic
growth projections.  You indicate that the MJ Freeway projected growth is not based on
entering new jurisdictions or new state government contracts.  While MJ Freeway revenue
grew by 87% in fiscal year 2018 from 2017, it appears much of this growth was related to
your Washington and Pennsylvania Leaf Data Systems contracts.

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 March 11, 2019 Page 2
 FirstName LastName
Scott Sozio
MTech Acquisition Holdings Inc.
March 11, 2019
Page 2
Management’s Discussion and Analysis of Financial Condition and Results of Operations of
MJF, page 144
2.Please revise to include a discussion and analysis of the two most recent fiscal years.
Refer to Instruction 1 to paragraph 303(a) of Regulation S-K.
            You may contact Melissa Walsh, Staff Accountant, at (202) 551-3224 or Stephen
Krikorian, Accounting Branch Chief, at (202) 551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at (202) 551-3297 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.

CORRESP
1
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MTech Acquisition Holdings Inc.

10124 Foxhurst Court

Orlando, FL 32836

January 25,
2019

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Information Technologies and
Services

100 F Street, N.E.

Washington, DC 20549

Attn: Jan Woo, Legal Branch Chief

    Re:
    MTech Acquisition Holdings Inc.

    Registration Statement on Form S-4

    Filed November 7, 2018

    File No. 333-228220

Dear Ms. Woo:

MTech Acquisition Holdings
Inc. (the “Company”, “MTech Holdings” “we”, “us” or
“our”) hereby transmits its response to the letter received by us from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”), dated December 4, 2018, regarding our Registration
Statement on Form S-4 (the “Registration Statement”) previously filed on November 7, 2018.

A marked version of
Amendment No. 1 to the Registration Statement (“Amended Registration Statement”) is enclosed herewith reflecting
all changes to the Registration Statement. For the Staff’s convenience, we have recited the Staff’s comments in bold
below and have followed each such comment with the Company’s response.

Registration Statement on Form S-4 Filed
November 7, 2018

Summary Term Sheet

Parties in the Business Combination,
page 9

 1. Please provide a description of your Sponsor, MTech Sponsor LLC, and its relationship to your
management and principal stockholders.

In response to the Staff’s
comment, we have provided a description of MTech Sponsor, LLC and its relationship to our management and principal stockholders
on pages 9 and 29 of the Amended Registration Statement.

Questions and Answers About the Proposals

Q. Why am I receiving this proxy statement/prospectus?,
page 18

 2. Please clarify the effect the Business Combination will have on the public MTech Acquisition
Corp. (“MTech”) warrants. Your disclosure indicates that “outstanding MTech warrants, by their terms, will automatically
convert into warrants to purchase an equal number of shares of MTech Holdings’ common stock.” Please indicate that
the MTech warrants will be exchanged for MTech Acquisition Holdings Inc. (“MTech Holdings”) warrants and the public
MTech warrants will be cancelled upon the close of the Business Combination. Also, tell us whether MTech will file a Form 15 for
the public Class A common stock, warrants, and units and whether you will file a Form 8-A for the newly issued MTech Holdings common
stock and warrants.

We respectfully wish to advise
the Staff that the MTech warrants will not be exchanged for MTech Acquisition Holdings Inc. ("MTech Holdings") warrants.
Pursuant to Section 4.5 of the Warrant Agreement, dated as of January 29, 2018 (“Warrant Agreement”), between MTech
Acquisition Corp. (“MTech”) and Continental Stock Transfer & Trust Company (“Continental”), in the
case of any merger or consolidation of MTech with or into another corporation, each holder of an MTech warrant shall thereafter
have the right to purchase and receive in lieu of the share of MTech common stock immediately theretofore purchasable and receivable
upon the exercise of the warrant, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon the merger that the warrant holder would have received if such warrant holder had exercised his, her or its warrant(s) immediately
prior to such event. Accordingly, pursuant to the terms of the Warrant Agreement, the MTech warrants will remain outstanding but
will automatically represent the right to acquire the MTech Holdings stock upon consummation of the Business Combination. In connection
with the consummation of the Business Combination, MTech Holdings will enter into an Assignment and Assumption Agreement with Continental
and MTech whereby MTech Holdings will assume all the rights and obligations of MTech under the Warrant Agreement.

Notwithstanding the foregoing,
we do not believe a Form 8-A is required with respect to the warrants or newly issued Mtech Holdings common stock as we respectfully
believe that MTech Holdings should be deemed a successor issuer to MTech pursuant to Rule 12g-3(a) under the Exchange Act of 1934,
as amended (the “Exchange Act”).

Rule 12g-3(a) provides that,
where, in connection with a “succession” by merger, consolidation, exchange of securities, acquisition of assets or
otherwise, securities of an issuer that are not already registered under Section 12 of the Exchange Act are issued to holders of
any class of securities of another issuer that are already registered under Section 12(b) or 12(g) of the Exchange Act, then the
unregistered securities shall be deemed to be registered under the same paragraph of Section 12 of the Exchange Act, subject to
certain enumerated exceptions, including if all securities of such class are held of record by more than 300 persons.

      2

Rule 12g-3(f) requires the issuer
of the securities deemed registered under Rule 12g-3(a) to indicate in the Form 8-K filed in connection with the succession the
paragraph of Section 12 under which the class of securities of the success is deemed issued. MTech Holdings intends to file such
a Form 8-K promptly upon consummation of the Business Combination.

Although the definition of “succession”
in Rule 12b-2 under the Exchange Act specifically contemplates the “direct” acquisition of the assets comprising a
going business, whether by merger, consolidation, purchase or other direct transfer,” and does not explicitly contemplate
a holding company reorganization, no-action positions taken by the staff of the Division of Corporation Finance of the Commission
(the “Division”) in the past indicate that the structure of the Business Combination should constitute a “succession”
for purposes of Rule 12g-3(a). In addition, in Release No. 33-7431, in which the Commission eliminated Form 8-B under the Exchange
Act and amended Rule 12g-3, the Commission noted:

“Rule 12g-3 is now being
amended to include other transactions, such as the succession of a non-reporting issuer to more than one reporting issuer, either
through consolidation into a new entity or a holding company formation. Currently, in this type of succession, both existing issuers
must deregister their securities under the Exchange Act, and the success must file a Form 8-B. As a result of the amendments adopted
today, the securities of the successor issuer will be deemed automatically registered under Section 12 of the Exchange Act.”

It should be noted that the definition
of “succession” in Rule 12b-2 under the Exchange Act also contemplates the “acquisition of control of a shell
company in a transaction required to be reported on Form 8-K,” which is the case with the Business Combination. Furthermore,
in Section 250.01 of the Division of Corporation Finance’s (the “Division”) Exchange Act Rules Compliance and
Disclosure Interpretations, the Division states:

“Under Rule 12g-3, the
securities issued by a holding company that acquires a company with a class of securities registered under Section 12(g) of the
Exchange Act are automatically deemed to be registered under Section 12(g), whether or not a Form 8-K or 8-A has been filed with
respect to such securities.”

      3

We note that upon consummation
of the Business Combination, MTech Holdings will not satisfy Rule 12g-3’s requirement that the MTech Holdings common stock
and warrants be held of record by at least 300 persons. It is our opinion, however, that the application of Rule 12g-3(a) is appropriate
notwithstanding the fact that MTech Holdings may have less than 300 record holders upon consummation of the Business Combination
and the Division has granted no-action relief from the 300 person threshold of Rule 12g-3(a) in a number of successor situations.
See, e.g., Sanchez Production Partners LLC (February 19, 2015), Endo Health Solutions Inc. (available February 28, 2014), Genworth
Financial, Inc. (available March 27, 2013), Jazz Pharmaceuticals, Inc. (available January 12, 2012), Galileo Holding Corp. (available
December 19, 2008), Harveys Casino Resorts (available October 31, 2000), IPC Information Systems, Inc. (available May 20, 1999),
American Eagle Outfitters, Inc. (available March 29, 1999). In our view, the application of Rule 12g-3(a) to the Business Combination
is consistent with the relief that the Division has granted in similar circumstances, as well as the protection of investors. As
noted in numerous no-action letters, presumably Rule 12g-3’s threshold of 300 holders of record was to permit a successor
to terminate its Exchange Act reporting and to coordinate with the standard for termination under Rule 12g-4 promulgated under
the Exchange Act. See, e.g., Pediatrix Medical Group, Inc. (available December 22, 2008), IPC Information Systems, Inc. (available
April 26, 2005). MTech’s common stock and warrants are listed on The Nasdaq Stock Market and it is intended that the MTech
Holdings common stock and warrants will be so listed following the Business Combination. Continued Exchange Act registration
is essential to such listing and there is no intention to terminate MTech Holdings’ Exchange Act registration or reporting
as a result of, or in connection with, the Business Combination.

The purpose behind Rule 12g-3
is “to eliminate any possible gap in the application of the Exchange Act protection to the securityholders of the predecessor.”
See Section 250.01 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretations. We note the Staff has
taken the position that “Section 12(g) registration could be voluntarily continued by the successor pursuant to Rule 12g-3
in circumstances where the predecessor had fewer than 300 record holders without the filing of a new Exchange Act registration
statement.” See Section 250.02 of the Division’s Exchange Act Rules Compliance and Disclosure Interpretation.

Accordingly, we respectfully
submit that the warrants and, upon issuance, the MTech Holdings common stock, will be deemed registered under Section 12(b) pursuant
to Rule 12g-3(a) of the Exchange Act notwithstanding that, upon consummation of the Business Combination, there are less than 300
holders of record.

Q: What equity stake will current stockholders
of MTech and the Sellers hold in MTech

Holdings after the Closing?, page 19

 3. Please discuss the impact of the MTech Class B stockholders, also known as Founder Shares, on
the vote of the transaction and the Business Combination. For example, clarify that Class B stockholders have the right to vote
for the Business Combination and that the Class B shares will convert to Class A shares at the close of the Business Combination
and be exchanged for shares of MTech Holdings. We note that that the conversion of the Class B shares to Class A shares provides
that Class B stockholders will hold 20% beneficial ownership of MTech.

In response to the Staff’s
comment, we have discussed the impact of the Founder Shares on the vote of the transaction and the Business Combination on pages
21, 68 and 75 of the Amended Registration Statement.

      4

What Will Happen in the Business Combination,
page 19

 4. You explain that holders of unvested profit interest units of MJ Freeway LLC ("MJF")
will receive pro-rata shares of MTech Holdings as part of the Business Combination transaction, but these MTech Holdings shares
will continue to be unvested until they meet the vesting criteria even after the close of the Business Combination. Please describe
the vesting criteria for these unvested profit interest units and quantify how many common stock shares of MTech Holdings will
be issued in exchange for them.

Please be advised that,
assuming that 6,889,764 shares of MTech Holdings common stock are issued to the current holders of MJF in the business
combination ( using the aggregate merger consideration amount of $70 million, assuming that there are no adjustments to the
merger consideration at the closing for net working capital or indebtedness, divided by the fixed price of $10.16 per share,
and including the shares of MTech Holdings common stock to be held in escrow), an aggregate of 282,716 shares of MTech
Holdings common stock will be issued to the holders of all of the unvested profit interests of MJF after giving effect to the
allocation agreement by and among the holders of MJF’s preferred and common stock and the parties to the
Merger Agreement, as described on page 53 of the Amended Registration Statement. These shares would be subject to the same vesting
as the unvested profit interests for which they are exchanged. Typically, the profits interest units of MJF vest in four
equal 25% annual installments, with the first tranche vesting on the first anniversary of the date of grant. Vesting of each
tranche is conditioned upon the holder thereof being employed by MJF on the vesting date. We have added relevant disclosure
on pages 19, 81 and 137 of the Amended Registration Statement.

Unaudited Pro Forma Combined Financial
Information

Pro Forma Adjustments to the Unaudited
Combined Statements of Operations, page 53

 5. Please reconcile the explanation of column (C) indicating that the MJF data is for the twelve
months ended June 30, 2018 to the disclosure in your introduction to the pro forma financial information on page 46 indicating
the data is for the twelve months ended December 31, 2017.

In response to the Staff’s
comment, we have revised the explanation of column (C) to indicate that the MJF data is for the twelve months ended December 31,
2017 on page 53 of the Amended Registration Statement.

 6. In pro forma adjustment (5), please further explain the assumptions you used in computing pro
forma weighted average shares outstanding and address the following:

 ● Explain why the public shares expected to be redeemed under Scenario 2 appear to be included
in your computation of weighted average shares outstanding as of December 31, 2017; and

 ● Describe how you computed the number of MTech shares issued in the Mergers.

      5

In response to the Staff’s
comment, we have adjusted the computation of weighted average shares outstanding as of December 31, 2017 to exclude the public
shares expected to be redeemed under Scenario 2 and have included in pro forma adjustment (5) a description of how we computed
the number of MTech shares issued in the Mergers. The revised disclosure can be found on page 53 of the Amended Registration Statement.

Merger Consideration, page 81

 7. Please provide a more detailed description of the closing adjustments of the $70 million in
merger consideration to be provided to MJF unit holders. You reference a net capital adjustment, a target capital adjustment and
an indebtedness adjustment. Please clarify the mechanics of these adjustments as to how they would be calculated, and clarify the
types of indebtedness that would result in such an adjustment.

We have provided a more detailed
description of the closing adjustments on page 81 of the Amended Registration Statement.

Background of the Business Combination,
page 86

 8. You indicate that MTech engaged the technology consulting firm Thought Ensemble to provide a
report with recommendations on how to improve MJF's platform and processes. You further indicate that meetings or conference calls
were held by MTech with representatives of Thought Ensemble to review and discuss its final report. Please revise to provide more
details of these discussions with Thought Ensemble. Clarify whether MTech's board of directors considered the final report by Thought
Ensemble to be a material factor in approving the Business Combination. If so, please provide a summary of the report, including
the recommendations communicated to MTech's board.

We respectfully advise the Staff
that the discussions with Thought Ensemble and the final report were part of MTech’s ordinary course of due diligence on
MJF and were not a standalone material factor

December 4, 2018
Scott Sozio
Chief Executive Officer
MTech Acquisition Holdings Inc.
10124 Foxhurst Court
Orlando, FL 32836
Re:MTech Acquisition Holdings Inc.
Registration Statement on Form S-4
Filed November 7, 2018
File No. 333-228220
Dear Mr. Sozio:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-4 Filed November 7, 2018
Summary Term Sheet
Parties in the Business Combination, page 9
1.Please provide a description of your Sponsor, MTech Sponsor LLC, and its relationship to
your management and principal stockholders.
Questions and Answers About the Proposals
Q. Why am I receiving this proxy statement/prospectus?, page 18
2.Please clarify the effect the Business Combination will have on the public MTech
Acquisition Corp. ("MTech") warrants.  Your disclosure indicates that "outstanding
MTech warrants, by their terms, will automatically convert into warrants to purchase an
equal number of shares of MTech Holdings’ common stock."  Please indicate that the

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 December 4, 2018 Page 2
 FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 2
MTech warrants will be exchanged for MTech Acquisition Holdings Inc. ("MTech
Holdings") warrants and the public MTech warrants will be cancelled upon the close of
the Business Combination.  Also, tell us whether MTech will file a Form 15 for the public
Class A common stock, warrants, and units and whether you will file a Form 8-A for the
newly issued MTech Holdings common stock and warrants.
Q: What equity stake will current stockholders of MTech and the Sellers hold in MTech
Holdings after the Closing?, page 19
3.Please discuss the impact of the MTech Class B stockholders, also known as Founder
Shares, on the vote of the transaction and the Business Combination.  For example, clarify
that Class B stockholders have the right to vote for the Business Combination and that the
Class B shares will convert to Class A shares at the close of the Business Combination
and be exchanged for shares of MTech Holdings.  We note that that the conversion of
the Class B shares to Class A shares provides that Class B stockholders will hold 20%
beneficial ownership of MTech.
What Will Happen in the Business Combination, page 19
4.You explain that holders of unvested profit interest units of MJ Freeway LLC ("MJF")
will receive pro-rata shares of MTech Holdings as part of the Business Combination
transaction, but these MTech Holdings shares will continue to be unvested until they meet
the vesting criteria even after the close of the Business Combination.  Please describe the
vesting criteria for these unvested profit interest units and quantify how many common
stock shares of MTech Holdings will be issued in exchange for them.
Unaudited Pro Forma Combined Financial Information
Pro Forma Adjustments to the Unaudited Combined Statements of Operations, page 53
5.Please reconcile the explanation of column (C) indicating that the MJF data is for the
twelve months ended June 30, 2018 to the disclosure in your introduction to the pro forma
financial information on page 46 indicating the data is for the twelve months ended
December 31, 2017.
6.In pro forma adjustment (5), please further explain the assumptions you used in
computing pro forma weighted average shares outstanding and address the following:

•Explain why the public shares expected to be redeemed under Scenario 2 appear to be
included in your computation of weighted average shares outstanding as of December
31, 2017; and

•Describe how you computed the number of MTech shares issued in the Mergers.

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 December 4, 2018 Page 3
 FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 3
Merger Consideration, page 81
7.Please provide a more detailed description of the closing adjustments of the $70 million in
merger consideration to be provided to MJF unit holders.  You reference a net capital
adjustment, a target capital adjustment and an indebtedness adjustment.  Please clarify the
mechanics of these adjustments as to how they would be calculated, and clarify the types
of indebtedness that would result in such an adjustment.
Background of the Business Combination, page 86
8.You indicate that MTech engaged the technology consulting firm Thought Ensemble to
provide a report with recommendations on how to improve MJF's platform and processes.
You further indicate that meetings or conference calls were held by MTech with
representatives of Thought Ensemble to review and discuss its final report.  Please revise
to provide more details of these discussions with Thought Ensemble.  Clarify whether
MTech's board of directors considered the final report by Thought Ensemble to be a
material factor in approving the Business Combination.  If so, please provide a summary
of the report, including the recommendations communicated to MTech's board.
9.This section references MTech receiving various information from MJF such as an in-
depth investor presentation, access to a data room, preliminary financials and other
business information, and an annual budget and financial projections.  This information
was provided on April 6, April 26, June 25, and August 10, 2018, respectively.  Please
revise to provide a description of the substance of the financial information provided to
MTech, to the extent material, and used by MTech's board as a material factor in its
consideration to approve the Business Combination.
10.On August 28, 2018, MTech management agreed to raise the value of the merger
consideration to $70 million, in part, due to the Series C financing and "change in public
market activity in the cannabis industry."  Please provide more details as to the prior
negotiations of the merger consideration, including the prior amount(s) that was being
discussed and/or negotiated before the August 28, 2018 meeting.  In addition, please
clarify what you mean by "change in the public market activity in the cannabis industry"
and clarify the value of the MJF based on the Series C financing.
The Business Combination Proposal
MTech's Board of Directors' Reasons for the Approval of the Business Combination, page 92
11.Please clarify whether the MTech board performed a valuation of MJF and whether such
an evaluation of MJF's valuation was a material reason the board considered to approve
the Business Combination.  We note that on page 66, you disclose that the MTech board
did not hire an third-party investment firm to provide a fairness opinion, but the "fair
market value of MJF has been determined by MTech’s board of directors based upon
standards generally accepted by the financial community, such as potential sales, earnings
and cash flow, and the price for which comparable businesses or assets have been

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 December 4, 2018 Page 4
 FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 4
valued."  To the extent that the MTech board performed a valuation of MJF, please revise
to disclose the methodology used by the MTech board and analysis performed, including
specific financial information and projections provided by MJF management.
Sources and Uses of Funds for the Business Combination, page 96
12.You disclose that you will receive between $10.4 million and $63.4 million in cash
proceeds from the SPAC trust as "Cash to Balance Sheet" if the Business Combination is
consummated.  Throughout your registration statement, you reference such proceeds to be
used as part of the MJF's "growth strategy."  On pages 61 and 62, you disclose such a
growth strategy would include organic initiatives and potential acquisitions.  Please
describe in more detail what MJF's growth strategy involves and how it will use proceeds
from the trust for the components and initiatives of your growth strategy.  Further, please
clarify whether the growth strategy of MJF as communicated to MTech as disclosed on
page 88 has changed since the Business Combination proposal has been voted by MTech's
board.
The Charter Amendments Proposal, page 101
13.In your table of the summary of principal changes between the certificates of
incorporation of MTech and MTech Holdings subject to the Charter Amendments
Proposal, you indicate that the MTech charter is silent as to the forum for stockholder
lawsuits.  This appears to be inconsistent with your disclosure on page 155 which
indicates that MTech has an exclusive forum of Delaware courts for stockholder lawsuits.
Please revise to reconcile and clarify how the exclusive forum provision of MTech
Holdings differs from the exclusive forum provision of MTech.  Further, clarify whether
either exclusive forum provision excludes stockholders from suing in federal court for
claims under the federal securities laws.
14.With respect to your Forum Selection and Corporate Opportunity changes in the MTech
Holdings certificate, please add a risk factor that addresses the effect of these changes on
investors.  Your discussion of the Corporate Opportunity charter amendment should
address the conflicts of interest that may result from the provision as it relates to your
prospective management's outside activities.
Information About MJF
General, page 122
15.On page 122, you describe MJF as the "largest cannabis technology company providing
Software-as-a-Service (SaaS) to the cannabis industry."  Please clarify how you
determined that you are the "largest" provider and explain upon what basis do you make
this claim.  We note similar language on pages 12, 35, and 92.  It is unclear, for
example, whether you are the largest provider in the industry by market share derived by
revenues.

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 December 4, 2018 Page 5
 FirstName LastNameScott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 5
16.Please provide more information as to the nature of your clients under the Commercial
Software and Consulting Services areas, such as whether you have a concentration in
terms of size, type or geographic locations that is material in nature.  To the extent that it
is material, identify the two states in the United States where medical marijuana is
legalized in which you do not provide products and services.
Leaf Data Systems, page 123
17.Please disclose the material terms of your agreements, including duration and termination
provisions, with the government agencies in Pennsylvania and Washington.  We note that
the Leaf Data Systems products represented 43% of your revenue for the fiscal year ended
June 30, 2018 and you only have 2 customers.
18.On page 61, you provided a risk factor noting that you are dependent on third-party
service providers for some services and applications.  On page 147, you attribute
increased cost of revenue for the fiscal year ended June 30, 2018 to costs related to a
patient registry product and integration provided by Oracle.  To the extent material, please
provide a description of your arrangements with third-party service providers and how
much of your platform is derived from other sources.  Please clarify if your arrangements
with Oracle involve material agreements.
Management's Discussion and Analysis of Financial Condition and Results of Operations of MJF
Products and Services, page 144
19.Please clarify how you generate revenues from your Commercial Software and Consulting
Services.  To the extent material, please provide more information regarding the factors
that drive the revenue growth in these areas, such as the number of customers or key
performance indicators.
Beneficial Ownership of Securities, page 160
20.Please clarify the natural person(s) that hold voting and/or investment power over the
shares that will be beneficially owned by M&J Special Investments LLC and SV MJF
Investors LP.
Signatures, page 175
21.Your registration statement must be signed by your chief accounting officer or
controller and a majority of your of directors.  Please refer to Instruction 1 to the
Signatures section of Form S-4.  To the extent an individual performs more than one role,
please indicate so in the titles by their respective signature.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameScott Sozio
 Comapany NameMTech Acquisition Holdings Inc.
 December 4, 2018 Page 6
 FirstName LastName
Scott Sozio
MTech Acquisition Holdings Inc.
December 4, 2018
Page 6
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Melissa Walsh, Staff Accountant, at 202-551-3224 or Stephen
Krikorian, Accounting Branch Chief, at 202-551-3488 if you have questions regarding
comments on the financial statements and related matters.  Please contact Edwin Kim, Staff
Attorney, at 202-551-3297 or Jan Woo, Legal Branch Chief, at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Information Technologies
and Services
cc:       Tamar Donikyan, Esq.