July 25, 2019 - SC 13G: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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)

June 17, 2019

(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

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, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

CUSIP No. 00973W 102

1	Names of Reporting Person. Amy Poinsett
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization

	USA

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 1,335,802 (1)
	6	Shared Voting Power (see Item 5 below) 0
	7	Sole Dispositive Power 1,335,802 (1)
	8	Shared Dispositive Power (see Item 5 below) 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,802
10	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (11) 12.8% (2)
12	Type of Reporting Person IN

CUSIP No. 00973W 102

1	Names of Reporting Person. Amy A. Poinsett Revocable Living Trust
2	Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☐
3	SEC Use Only
4	Citizenship or Place of Organization

	Colorado

Number of Shares Beneficially Owned by Each Reporting Person With	5	Sole Voting Power 1,335,802 (1)
	6	Shared Voting Power (see Item 5 below) 0
	7	Sole Dispositive Power 1,335,802 (1)
	8	Shared Dispositive Power (see Item 5 below) 0

9	Aggregate Amount Beneficially Owned by Each Reporting Person 1,335,802
10	Check if the Aggregate Amount in Row (11) Excludes Certain Shares ☐
11	Percent of Class Represented by Amount in Row (11) 12.8% (2)
12	Type of Reporting Person OO

(1)

Represents 1,335,802 shares held by Amy A. Poinsett Revocable Living Trust. Ms. Poinsett, the trustee of the Amy A. Poinsett Revocable Living Trust, has sole and dispositive power over the shares held by the Amy A. Poinsett Revocable Living Trust. Of the 1,335,802 shares issued to Ms. Poinsett 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 Akerna 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 (as defined below).

(2)

Based on 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.

SCHEDULE 13G

This Schedule 13G is filed on behalf of Amy A. Poinsett Revocable Living Trust, a trust formed in the state of Colorado (the “Trust”) and Amy Poinsett the sole trustee of the Trust (together with the Trust, the “Reporting Persons”).

Item 1(a).	Name of Issuer

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

Item 1(b).	Address of the Issuer’s Principal Executive Offices

	1601 Arapahoe Street, Suite 900, Denver Colorado 80202

Item 2(a).	Names of Persons Filing

	This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

	(i)	Amy A. Poinsett Revocable Living Trust

	(ii)	Amy Poinsett

Item 2(b).	Address of the Principal Business Office, or if none, Residence:

	The address of each of the Reporting Persons is 1601 Arapahoe Street, Suite 900, Denver Colorado 80202.

Item 2(c).	Citizenship

	(i)	Amy A. Poinsett Revocable Living Trust is a trust formed in the State of Colorado.
	(ii)	Amy Poinsett is a citizen of the United States.

Item 2(d).	Title of Class of Securities

	Common Stock, $0.0001 par value (“Common Stock”)
Item 2(e).	CUSIP Number

	00973W 102

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

	(a) Broker or Dealer registered under Section 15 of the Exchange Act.

	(b) Bank as defined in Section 3(a)(b) or the Exchange Act.

	(c) Insurance company as defined in Section 3(a)(19) of the Exchange Act.

	(d) Investment company registered under Section 8 of the Investment Company Act.

	(e) An Investment adviser in accordance with Rule 13d-1 (b)(1)(ii)(e).

	(f) An employee benefit plan or endowment fund in accordance with Rule 13d 1(b)(1)(ii)(f).

	(g) A Parent Holding Company or control person in accordance with Rule 13d 1(b)(1)(ii)(g).

	(h) A Savings Association as defined in Section 3(b) of the Federal Deposit Insurance Act.

	(i) A Church Plan that is excluded from the definition of an investment company under Section 3 (c)(14) of the Investment Company Act.

	(j) Group, in accordance with Rule 13d-1 (b)(1)(ii)(j).

	Not applicable

Item 4.	Ownership The responses to Items 5-11 of the cover pages of this Schedule 13G are incorporated herein by reference. 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.

Item 5.	Ownership of Five Percent or Less of a Class

	Not Applicable

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not Applicable

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

	Not Applicable

Item 8.	Identification and Classification of Members of the Group

	Not Applicable

Item 9.	Notice of Dissolution of Group

	Not Applicable

Item 10.	Certification

	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

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.

Date: July 24, 2019	Amy A. Poinsett Revocable Living Trust

	By:	/s/ Amy Poinsett
		Name: Amy Poinsett
		Title: Trustee of Amy A. Poinsett Revocable Living Trust

Date: July 24, 2019	By:	/s/ Amy Poinsett
		Amy Poinsett