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.
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
FirstName LastNameJessica Billingsley
also consents to the prospectus discussion of their opinion and to being
named in the
Comapany NameAkerna
registration Corp.Refer to Securities Act Rule 436 and Section IV
of the SEC s
statement.
Division
December of Corporate
27, 2023 Page 2 Finance Staff Legal Bulletin 19.
FirstName LastName
Jessica Billingsley
FirstName LastNameJessica Billingsley
Akerna Corp.
Comapany27,
December NameAkerna
2023 Corp.
December
Page 3 27, 2023 Page 3
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 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.