SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. )*

Akerna Corp.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

00973W 102

(CUSIP Number)

c/o Jessica Billingsley

1601 Arapahoe Street, Suite 900

Denver Colorado 80202.

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

June 17, 2019

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or other subject to the liabilities of that section of Act but shall be subject to all other provisions of the Act (however, see the Notes).  

CUSIP No. 00973W 102

CUSIP No. 00973W 102

SCHEDULE 13D

This Schedule 13D is filed on behalf of Jessica Billingsley Living Trust, a trust formed in the state of Colorado (the “Trust”) and Jessica Billingsley the sole trustee of the Trust (together with the Trust, the “Reporting Persons”).

Securities acquired: common stock, $0.0001 par value (“Common Stock”)

Issuer:    Akerna Corp. (“Issuer”) (as successor to MTech Acquisition Corp.)

c/o Jessica Billingsley

1601 Arapahoe Street, Suite 900

Denver Colorado 80202

       (d)   None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

       (e)   None of the Reporting Persons has, during the last five years, been a party to civil proceeding of a judicial administrative body of competent jurisdiction and, as a result of such proceeding, was, or is subject to, a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws.

       (f)   Citizenship/Place of Organization:

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 Trust received 1,335,802 shares of Common Stock in exchange for an aggregate of 5,000,000 units of MJF.

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 Trust received 1,335,802 shares of Common Stock in exchange for an aggregate of 5,000,000 units of MJF.

The shares of Common Stock owned by the Reporting Persons have been acquired for investment purposes. The Reporting Persons may make further acquisitions of the Common Stock from time to time and, subject to certain restrictions, may dispose of any or all of the Common Stock held by the Reporting Persons at any time depending on an ongoing evaluation of the investment in such securities, prevailing market conditions, other investment opportunities and other factors. However, certain of such shares are subject to certain lock-up restrictions as further described in Item 6 below.

Except for the foregoing, the Reporting Persons have no plans or proposals which relate to, or could result in, any of the matters referred to in paragraphs (a) through (j) of Item 4 of Schedule 13D.

(a)-(b) The aggregate number and percentage of Common Stock beneficially owned by the Reporting Persons (on the basis of a total of 10,400,381 shares of Common Stock issued and outstanding as of June 25, 2019, as reported by the Issuer in its Current Report on Form 8-K, filed by the Issuer with the SEC on June 21, 2019) are as follows: 

Ms. Billingsley, the trustee of the Jessica Billingsley Living Trust, has sole and dispositive power over the shares held by the Jessica Billingsley Living Trust.

(c) None of the Reporting Persons has effected any transactions of the Issuer’s Common Stock during the 60 days preceding the date of this report, except as described in Item 6 of this Schedule 13D which information is incorporated herein by reference.

(d) Not applicable.

(e) Not applicable.

Merger Agreement by and among 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, MJF and Jessica Billingsley (as successor to Harold Handelsman),

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 Trust received 1,335,802 shares of Common Stock in exchange for an aggregate of 5,000,000 units of MJF. 

The description of the Merger Agreement is qualified in its entirety by reference to the full text of such agreement, as amended, a copy of which was filed as Exhibit 2.1 and 2.2 to the Registration Statement on Form S-4/A filed by the Issuer with the SEC on May 14, 2019 (and is incorporated by reference herein as Exhibits 10.1 and 10.2).

Lock-Up Agreement by and among MTech Acquisition Holdings, Inc. (which subsequently filed an Amended and Restated Certificate of Incorporation to change the company’s name to Akerna Corp.), MTech Sponsor LLC, and each holder signatory thereto

On June 17, 2019, simultaneously with the closing of the Merger Agreement, the Trust transferred 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 “Lock-Up Agreement”).

The description of the Lock-Up Agreement is qualified in its entirety by reference to the full text of such agreement, a form of which was filed by the Issuer as Exhibit 10.17 to the Registration Statement on Form S-4 filed by the Issuer with the SEC on October 10, 2018 (and is incorporated by reference herein as Exhibit 10.3).

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

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