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                 January 20, 2022

       John Fowle
       Chief Financial Officer
       Akerna Corp.
       1550 Larimer Street #246
       Denver, Colorado 80202

                                                        Re: Akerna Corp.
                                                            Registration
Statement on Form S-3
                                                            Filed January 11,
2022
                                                            File No. 333-262095

       Dear Mr. Fowle:

              This is to advise you that we have not reviewed and will not
review your registration
       statement.

              Please refer to Rule 461 regarding requests for acceleration. 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.

              Please contact Alexandra Barone, Staff Attorney, at (202)
551-8816 or Joshua
       Shainess, Legal Branch Chief, at (202) 551-7951 with any questions.




                 Sincerely,


                 Division of Corporation Finance

                 Office of Technology
       cc:                                              Jason K. Brenkert, Esq.