American Bitcoin Corp. — Director's Dealing 2019

Jun 28, 2019

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Akerna Corp. (KERN)
CIK: 0001755953
Period of Report: 2019-06-17

Reporting Person: Jessica Billingsley Living Trust (10% Owner)
Reporting Person: Billingsley Jessica (Director, Chief Executive Officer, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, $.0001 par value per share	1335802	Direct

Footnotes

F1: Received in exchange for 5,000,000 units of MJ Freeway LLC in connection with the transactions contemplated by that certain Agreement and Plan of Merger (the "Merger Agreement"), by and among MTech Acquisition Corp. ("MTech"), MTech Acquisition Holdings Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company's name to Akerna Corp.), MTech Purchaser Merger Sub Inc., MTech Company Merger Sub LLC, MTech Sponsor LLC, MJ Freeway LLC ("MJF") and Jessica Billingsley (as successor to Harold Handelsman), dated as of October 10, 2018, as amended by that certain First Amendment to Agreement and Plan of Merger, dated as of April 17, 2019. The Merger Agreement placed a value on the issuer's common stock of $10.16 per share, which was the approximate redemption price of the share of common stock of MTech at the execution of the Merger Agreement.

F2: Of the 1,335,802 shares issued to the reporting persons in the merger, all are subject to the terms of a lock-up agreement and 133,580 are being held in escrow and are subject to forfeiture until 90 days after the issuer files its annual report on Form 10-K for the fiscal year ended June 30, 2019 to satisfy claims arising as a result of MJF's breach of any of its representations and warranties or covenants in the Merger Agreement. The acquisition of these securities by the reporting persons was approved pursuant to Rule 16b-3(d)(1).

F3: Jessica Billingsley, the chief executive officer and director of the issuer, is the trustee of Jessica Billingsley Living Trust and has voting and investment discretion with respect to the common stock held of record of Jessica Billingsley Living Trust. Accordingly, Ms. Billingsley may be deemed to have or share beneficial ownership of such shares.