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                              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
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany 20,
November    NameAkerna
                2023     Corp.
November
Page  2     20, 2023 Page 2
FirstName LastName
         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:
               o   Your consideration as to whether the duration of your
contracts is less than 24
                   hours;
               o   Whether the rate of payment remains the same upon renewal;
and
               o   Whether your customer   s option to renew represents a
material right that
 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
FirstName LastNameJessica Billingsley
       consideration of whether fees paid to the mining pool operators should
be considered
Comapany   NameAkerna
       payments           Corp. and treated as a reduction of the transaction
price/revenue. Refer
                 to a customer
       to ASC
November       606-10-32-25
           20, 2023  Page 3 through 32-27.
FirstName LastName
 Jessica Billingsley
FirstName   LastNameJessica Billingsley
Akerna Corp.
Comapany 20,
November    NameAkerna
                2023     Corp.
November
Page  4     20, 2023 Page 4
FirstName LastName
       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.