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.
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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
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         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.
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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.
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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.
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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 cryptocurrency pricing.
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32.      Refer to your disclosure that Gryphon converts mined Bitcoin into fiat
currency through
         BitGo Prime LLC. Revise to disclose the material terms of the Bitgo
Prime agreement
         and file the agreement as an exhibit or advise.
33.      With a view towards revised disclosure, please advise whether Gryphon
is dependent on
         any platform (e.g., BitGo Prime) to liquidate its bitcoin or convert
it into fiat currency.
         Address Gryphon's reliance on any such platform, including the
potential impact of the
         platform limiting its services as a result of recent crypto market
events.
34.      We note your disclosure on page 206 that BitGo Trust serves as the
custodian for
         Gryphon's crypto asset holdings. However, we also note your disclosure
on page 56 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 clarify
your custody
         procedures and arrangements, including:
             The identity of each of your third-party custodians or custody
services;
             Quantified disclosure regarding the respective portions of your
crypto asset balance
             held by each custodian or custody service;
             A description of each custodian's insurance, the degree to which
such policies
             provide coverage for the loss or theft of your crypto assets and
any exclusions or
             limitations on coverage;
             The material terms of any related agreements, including:
               o  Term and termination provisions;
               o  In what manner the relevant custodian is required to store
your crypto assets,
                  including: (i) what security precautions the custodian is
required to undertake,
                  (ii) whether it is contractually required to hold your crypto
assets in cold
                  storage, and if so, what portion of your Bitcoin or other
crypto assets are held in
                  hot wallets and cold wallets and (iii) the geographic
location where crypto assets
                  are held in cold wallets;
               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.

Gryphon Management's Discussion and Analysis of Financial Condition and Results
of
Operations, page 208

35.      Please revise to include a breakeven analysis for Gryphon   s mining
operations or any
         other crypto assets that it earns or mines that compares the cost to
earn or mine one crypto
         asset with the value of the crypto asset. Please provide a discussion
of how Gryphon
         expects the Merger to impact its breakeven analysis in the future.
36.      We note that Gryphon owns and/or holds crypto assets on behalf of
third parties. To the
         extent material, explain whether these crypto assets serve as
collateral for any loan,
         margin, rehypothecation, or other similar activities to which Gryphon
or its affiliates is a
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         party. If so, identify and quantify the crypto assets used in these
financing arrangements
         and disclose the nature of Gryphon   s relationship for loans with
parties other than third-
         parties. State whether there are any encumbrances on the collateral.
Discuss whether the
         current crypto asset market disruption has affected the value of the
underlying collateral.
Anchorage Loan Agreement, page 209

37.      Please expand your disclosure to clarify the business purpose of
Gryphon entering into a
         Bitcoin loan agreement with Anchorage Lending CA, LLC. Discuss the
risks associated
         with the Bitcoin loan agreement due to, among other things, the
volatility in the price of
         Bitcoin. Disclose whether Gryphon intends to enter into similar loan
agreements in future
         periods.
Components of Gryphon's Results of Operations, page 211

38.      Please revise your next amendment to break out the material components
of expense
         categories within General and Administrative. Consider using a tabular
format to the
         extent it would helpful to investors. Also, discuss and analyze any
known material trends,
         events, demands, commitments and uncertainties between periods. Refer
to SEC Release
         33-8350.
39.      Please revise your next amendment to break out the material components
of Other Income
         (Expense). Consider using a tabular format to the extent it would
helpful to investors.
         Also, discuss and analyze any known material trends, events, demands,
commitments and
         uncertainties between periods. Refer to SEC Release 33-8350.
Critical Accounting Policies and Estimates, page 216

40.      Please remove your disclosure on page 219 in your next amendment that,
"there is
         currently no specific definitive guidance under GAAP or alternative
accounting
         framework for the accounting for cryptocurrencies recognized as
revenue or held." We
         observe that the FASB codification is the source of authoritative
generally accepted
         accounting principles and that there is codification guidance whose
scope applies to your
         transactions.
Management Following the Merger
Executive Officers and Directors of the Combined Company Following the Merger,
page 223

41.      Please file the consents of Robert Chang, Brittany Kaiser, Heather Cox
and Steve
         Gutterman as exhibits to the registration statement, as required by
Rule 438 of Regulation
         C.
Unaudited Pro Forma Condensed Combined Financial Information, page 244

42.      We note the inclusion of the Management Adjustment (b) for the
wind-down of the
         Viridian, Trellis, and Solo businesses and the presentation in a
separate column on the
         face of the Pro Forma Balance Sheet and Statement of Operations.
Please revise to
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         present only in the Notes to the Pro Formas in your next amendment, or
advise us
         otherwise. Refer to Rule 11-02(a)(7)(ii)(A) in Regulation S-X.
Notes to the Consolidated Financial Statements
Gryphon Digital Mining Inc.
Consolidated Statements of Operations for the Years Ended December 31, 2022 and
2021, page
F-44

43.      We note you recorded unrealized loss on marketable securities of $1.5
million in 2022.
         Please tell us if you determined that this loss was due to an
other-than-temporary
         impairment of the security and how your accounting complies with ASC
320.
Note 1 - Organization and Summary of Significant Accounting Policies
Accounts Receivable, page F-51

44.      Please expand your disclosure related to 'Accounts Receivable' to
provide the following:
             the specific GAAP guidance you followed to form your accounting
policy for your
             allowance for doubtful accounts;
             if you have had any receivables charged-off in the periods
presented; and
             your charge-off policy under ASC 310-10-35-41.
Digital Assets Held for Other Parties, page F-51

45.      We note your disclosure and liability for digital assets held for
other parties in accordance
         with SAB 121. Please tell us, and revise your next amendment, to
discuss and disclose the
         following related to this liability:
             the specific type of safeguarding activities you are involved in
that resulted in the
              liability;
             the party (parties) that holds the cryptographic key information,
maintains the internal
              recordkeeping of those assets, and it obligated to secure the
assets and protect them
              from loss or theft;
             the significant risks and uncertainties associated with
safeguarding crypto assets,
              including the risks of loss associated with these activities; and
             fair value disclosures as required by ASC 820-10-50 disclosing the
valuation
              techniques, assumptions, judgments, and estimates used to
determine the liability.
Digital Assets, page F-52

46.      We note your disclosure on page F-52 and from the Statement of Cash
Flows, that you
         have classified mining activities as part of operating cash flows in
the Consolidated
         Statement of Cash flows. Please provide your accounting analysis
supporting your
         conclusion that this activity is properly classified within cash flow
from operating
         activities, instead of cash flows from investing activities.
47.      Disclose how you determine the quoted price of your digital assets and
the principal
         market(s) used. Tell us how you identify these market(s). Refer to ASC
Topic 820 and
 Jessica Billingsley
Akerna Corp.
June 20, 2023
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         ASC 820-10- 35-5A.
48.      We note your disclosure that impairments of digital assets are
included within "Other
         expense" in the Statements of Operations. The line item 'Impairment of
digital assets' is
         included within Operating Expenses in the Statements of Operations.
Please revise in
         your next amendment, or advise accordingly.
49.      You disclose that digital assets are classified as current assets.
Please tell us how this
         classification is consistent with the definition of current assets in
ASC 210-10-20 and
         reference for us the authoritative literature you rely upon to support
current asset
         classification. In your response, tell us your consideration for
classifying digital assets
         expected to be sold or exchanged within one year as current with all
other digital assets
         being classified as long-term.
Mining Equipment, page F-52

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.
Revenue Recognition, page F-53

51.      Please confirm for us whether you perform mining activities on your
own behalf or as a
         mining pool operator. If so, revise to disclose your revenue
recognition policies for those
         activities.
52.    You disclose that you measure the fair value of cryptocurrency awards on
the date you
       are notified of the consideration to be received, which is not
materially different from the
       fair value at the time you have earned the award from the pools. You
also disclose that
       the fair value assigned to the cryptocurrency award is determined by the
value received if
       the award is sold as of the date received, or the closing price on the
date you receive
       notification if the award is sold on a later date. Please address the
following:
           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;
           Explain to us how you determine the closing price on the date you
receive
            notification; and
           Describe for us your procedures in determining that the difference
in fair value
            between the time you receive notification of the award and the time
you determine
            the fair value of the
FirstName LastNameJessica         award is not material.
                               Billingsley
Comapany
53.         NameAkerna
       Please  provide for Corp.
                            us your analysis of principal versus agent
considerations regarding your
       revenue
June 20,         recognition
         2023 Page    10     policy under the Sphere 3D Master Services
Agreement.
FirstName LastName
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Comapany
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Notes to the Consolidated Financial Statements For the Years Ended December 31,
2022 and
2021
Note 2 - Digital Assets , page F-58

54.      Please revise your next amendment to disaggregate your rollforward of
digital assets
         to provide a rollforward of each individual digital asset held
(Bitcoin, Ethereum, DAI,
         USDT, etc.) in the periods presented.
Note 7 - Notes Payable, page F-60

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.
Note 10. Stockholders' Equity, page F-67

56.      We note you had material stock compensation expense in the periods
presented. Please
         revise your next amendment to provide the following concerning stock
compensation
         expense:
             a table detailing all the issuances of stock that resulted in
stock compensation expense
              that includes the shares issued, share price, and stock
compensation related to the
              issuance; and
             explain to us how you determined the fair value of the shares
underlying your equity
              issuances.
Appendix G
Opinion Letter Of JMP Securities, page G-1

57.      We note that you have provided an unsigned financial advisor`s opinion
in draft form.
         Please revise your next amendment to include a signed and dated
fairness opinion. Please
         also file the consent of JMP Securities LLC as an exhibit.
Exhibits

58.      We note you have redacted certain information from your exhibits, such
as Exhibits 10.45,
         10.47, 10.48, and 10.50 - 10.52. Please revise the exhibit index to
clearly indicate
         whether you are relying on Item 601(b)(10)(iv) of Regulation S-K, and
conform the
         legend on the first page of these exhibits as appropriate.
        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
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Akerna Corp.
June 20, 2023
Page 12

statement.

       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.



FirstName LastNameJessica Billingsley                     Sincerely,
Comapany NameAkerna Corp.
                                                          Division of
Corporation Finance
June 20, 2023 Page 12                                     Office of Crypto
Assets
FirstName LastName