Exhibit 99.5

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Introduction

Akerna Corp. (“Akerna”) is providing the following unaudited pro forma combined financial information to aid you in your analysis of the financial aspects of the business combination between MTech Acquisition Corp. (“MTech”) and MJ Freeway, LLC (MJF”), which was consummated on June 17, 2019.

The unaudited pro forma combined balance sheet as of March 31, 2019 gives pro forma effect to the Mergers as if they had been consummated as of that date. The unaudited pro forma combined statements of operations for the three months ended March 31, 2019 and for the year ended December 31, 2018 gives pro forma effect to the Mergers as if they had occurred as of January 1, 2018. This information should be read together with MJF’s and MTech’s respective unaudited and audited financial statements and related notes, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MJF,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MTech” and other financial information included elsewhere in this Form 8-K and in the final prospectus and definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 16, 2019.

The unaudited pro forma combined balance sheet as of March 31, 2019 has been prepared using the following:

The unaudited pro forma combined statement of operations for the three months ended March 31, 2019 has been prepared using the following:

The unaudited pro forma combined statement of operations for the year ended December 31, 2018 has been prepared using the following:

Description of the Transaction

On October 10, 2018 (as amended on April 17, 2019), MTech entered into an Agreement and Plan of Merger (the “Merger Agreement”) with MJF, Akerna (f/k/a MTech Acquisition Holdings Inc.), MTech Purchaser Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Akerna (“Purchaser Merger Sub”), MTech Company Merger Sub LLC, a Colorado limited liability company and a wholly-owned subsidiary of Akerna (“Company Merger Sub” and, together with Purchaser Merger Sub, the “Merger Subs”, and the Merger Subs collectively with MTech and Akerna, the “Purchaser Parties”), MTech Sponsor LLC, a Florida limited liability company, in the capacity as the representative for the equity holders of Akerna (other than the Sellers) thereunder (the “Purchaser Representative”), MJF, and Harold Handelsman, in the capacity as the representative for the Sellers thereunder (the “Seller Representative”). MTech, collectively with MTech Holdings, Purchaser Merger Sub and Company Merger Sub, shall be referred to as “MTech” in these unaudited pro forma combined financial statements).

On June 17, 2019, MTech and MJF consummated the transactions contemplated by the Merger Agreement. The Merger Agreement provides for two mergers: (i) the merger of Purchaser Merger Sub with and into MTech, with MTech continuing as the surviving entity (the “Purchaser Merger”), and (ii) the merger of Company Merger Sub with and into MJF, with MJF continuing as the surviving entity (the “Company Merger”, and together with the Purchaser Merger, the “Mergers”).

The merger consideration was paid through the issuance of 6,520,099 shares of Akerna common stock (the “Consideration Shares”) at a price per share equal to $10.16 per share. Notwithstanding the foregoing, 652,010 of the Consideration Shares otherwise issuable to the Sellers (the “Escrow Shares”) are held in an escrow account (the “Escrow Account”) to cover any adjustments to the Merger Consideration or claims for indemnification pursuant to the Merger Agreement until ninety (90) days after Akerna files its Annual Report on Form 10-K with the Commission for the fiscal year ending June 30, 2019, with the exception of Escrow Shares held to satisfy then pending claims which shall remain in the Escrow Account until the claims are resolved.

MTech also entered into a series of securities purchase agreements with certain investors (the “PIPE Investors”), whereby MTech issued 901,074 shares of Class A common stock (the “Private Placement Shares”) for an aggregate purchase price of $9.2 million (the “Private Placement”), which closed simultaneously with the consummation of the Mergers. Upon the closing, the Private Placement Shares were automatically converted into shares of Akerna common stock on a one-for-one basis. In connection with the Private Placement, the PIPE Investors also received an additional 100,120 shares of common stock that were transferred to them by MTech Sponsor LLC.

As a result of the Mergers, (a) 283,011 fully vested shares of common stock were allocated to the holders of MJF profit interest units, resulting in a one-time charge of approximately $3.4 million being recognized as compensation expense in the statement of operations and (b) 215,063 unvested shares of common stock were allocated to the holders of MJF profit interest units, of which approximately $2.6 million of compensation expense related to such profit interest units will be recognized over an estimated remaining vesting period of 3 years.

As a result of the Mergers, after 4,452,042 shares were redeemed for cash at a redemption price of approximately $10.24 per share (which is the full pro rata share of the trust account as of June 17, 2019), MJF owns approximately 62.7% of Akerna’s common stock outstanding immediately after the Mergers, MTech stockholders own approximately 27.7% of Akerna’s common stock and the PIPE Investors own approximately 9.6% of Akerna’s common stock, based on the number of shares of Akerna’s common stock outstanding as of March 31, 2019 (in each case, not giving effect to any shares issuable to them upon exercise of warrants or the unit purchase option). The above numbers (i) include the Escrow Shares and shares issued for unvested MJF profits interest units, which shall be subject to continued vesting, and (ii) assume that there are no purchase price adjustments or indemnification payments

Accounting for the Mergers

The Mergers will be accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Under this method of accounting, MTech will be treated as the “acquired” company for financial reporting purposes. This determination was primarily based on MJF shareholders having a majority of the voting power of the combined company, MJF comprising the ongoing operations of the combined entity, MJF comprising a majority of the governing body of the combined company, and MJF’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Mergers will be treated as the equivalent of MJF issuing stock for the net assets of MTech, accompanied by a recapitalization. The net assets of MTech will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Mergers will be those of MJF.

Basis of Pro Forma Presentation

The historical financial information has been adjusted to give pro forma effect to events that are related and/or directly attributable to the Mergers, are factually supportable and are expected to have a continuing impact on the results of the combined company. The adjustments presented on the unaudited pro forma combined financial statements have been identified and presented to provide relevant information necessary for an accurate understanding of the combined company upon consummation of the Mergers.

The unaudited pro forma combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited pro forma combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that the combined company will experience. MJF and MTech have not had any historical relationship prior to the Mergers. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

There is no historical activity with respect to MTech Holdings, Purchaser Merger Sub and Company Merger Sub, and accordingly, no adjustments were required with respect to these entities in the pro forma combined financial statements.

Included in the shares outstanding and weighted average shares outstanding as presented in the pro forma combined financial statements are 6,520,099 shares of common stock issued to MJF shareholders and 901,074 shares of common stock issued to the PIPE Investors.

PRO FORMA COMBINED BALANCE SHEET
AS OF MARCH 31, 2019
(UNAUDITED)

Pro Forma Adjustments to the Unaudited Combined Balance Sheet

PRO FORMA COMBINED STATEMENT OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2019

(UNAUDITED)

PRO FORMA COMBINED STATEMENT OF OPERATIONS

YEAR ENDED DECEMBER 31, 2018

(UNAUDITED)

Pro Forma Adjustments to the Unaudited Combined Statements of Operations

The following presents the calculation of basic and diluted weighted average common shares outstanding. The computation of diluted loss per share excludes the effect (1) 250,000 shares of common stock and warrants to purchase 2,250,000 shares of common stock in the unit purchase option held by the underwriter and (2) warrants to purchase 5,993,750 shares of common stock because the inclusion of any of these securities would be anti-dilutive.

 7