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
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
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         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.
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany
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            2023        Corp.
August
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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:
                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.
             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.
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany
August  10, NameAkerna
            2023        Corp.
August
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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
 Jessica Billingsley
Akerna Corp.
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
FirstName
           LastNameJessica      Billingsley
           Revise your disclosure   of each issuance of stock compensation to
discuss your
Comapany method
           NameAkerna      Corp. the fair value of the issuance granted during
the period, similar
                    of estimating
           to the information
August 10, 2023 Page 5         included in your response. Refer to ASC
718-10-50-1.c.
FirstName LastName
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany
August  10, NameAkerna
            2023        Corp.
August
Page  6 10, 2023 Page 6
FirstName LastName
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
 Jessica Billingsley
Akerna Corp.
August 10, 2023
Page 7
       digital assets outside of the ordinary course of business.    In your
analysis, explain to us
       what restrictions, if any, this agreement places on your intended use of
the borrowed
       Bitcoin.
General

24.    Please define at the place of first usage all acronyms, abbreviations or
industry terms, such
       as "NIST," "CCSS," "CIS," "FFIEC," "SOC 1 & SOC 2 (Type 2)" and "HSMs"
on page
       218, and clearly explain their meanings so that a reader without
specialized industry
       knowledge can understand them.
       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,
FirstName LastNameJessica Billingsley
                                                             Division of
Corporation Finance
Comapany NameAkerna Corp.
                                                             Office of Crypto
Assets
August 10, 2023 Page 7
cc:       Jason Brenkert
FirstName LastName