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
 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,

FirstName LastNameJessica Billingsley                        Division of
Corporation Finance
                                                             Office of
Information Technologies
Comapany NameAkerna Corp.
                                                             and Services
September 10, 2019 Page 2
cc:       Tamar Donikyan, Esq.
FirstName LastName