Amended Statement of Ownership (sc 13g/a)
January 15 2020 - 12:44PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Akerna
Corp.
(Name
of Issuer)
Common
Stock, $0.0001 par value
(Title
of Class of Securities)
00973W
102
(CUSIP
Number)
December
31, 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)
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*
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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).
Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications:
Michael
E. Dill, Esq.
Holland
& Hart LLP
555
Seventeenth Street, Suite 3200
Denver,
Colorado 80202
(303)
295-8000
CUSIP
No. 00973W 102
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1
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Names of Reporting Person.
Amy Poinsett
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2
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Check the Appropriate Box if a Member of
a Group
(a) ☐
(b) ☒
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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USA
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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5
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Sole Voting Power
1,335,802 (1)
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6
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Shared Voting Power (see Item 5 below)
0
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7
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Sole Dispositive Power
1,335,802 (1)
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8
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Shared Dispositive Power (see Item 5 below)
0
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9
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Aggregate Amount Beneficially Owned by
Each Reporting Person
1,335,802
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10
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Check if the Aggregate Amount in Row (11)
Excludes Certain Shares
☐
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11
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Percent of Class Represented by Amount
in Row (11)
12.2% (2)
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12
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Type of Reporting Person
IN
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(1)
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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, one-half of such shares are currently subject to the terms of a lock-up agreement.
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(2)
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Based
on a total of 10,958,656 shares of common stock issued and outstanding as of November 13, 2019 as reported by the Issuer in
its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by the Issuer with the SEC on November 14,
2019.
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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)
☒
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3
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SEC Use Only
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4
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Citizenship or Place of Organization
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Colorado
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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
|
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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
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Percent of Class Represented by Amount
in Row (11)
12.2% (2)
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|
12
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Type of Reporting Person
OO
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(1)
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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, one-half of such shares are currently subject to the terms of a lock-up agreement.
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(2)
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Based on a total of 10,958,656 shares of common stock issued and outstanding as of November 13, 2019 as reported by the Issuer in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed by the Issuer with the SEC on November 14, 2019.
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SCHEDULE
13G
This
Amendment No. 1 to the Schedule 13G is filed jointly 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”).
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Item 1(a).
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Name of Issuer
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Akerna Corp. (“Issuer”) (as successor to MTech Acquisition Corp.)
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Item 1(b).
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Address of the Issuer’s Principal Executive Offices
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1601 Arapahoe Street
Suite 900
Denver, Colorado 80202
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Item 2(a).
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Names of Persons Filing
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This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):
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(i)
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Amy A. Poinsett Revocable Living Trust
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(ii)
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Amy Poinsett
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Item 2(b).
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Address of the Principal Business Office, or if none, Residence:
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The address of each of the Reporting Persons
is:
601 16th Street, Suite C-420
Golden, CO 80401
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Item 2(c).
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Citizenship
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(i)
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Amy A. Poinsett Revocable Living Trust is a trust formed in the State of Colorado.
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(ii)
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Amy Poinsett is a citizen of the United States.
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Item 2(d).
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Title of Class of Securities
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Common Stock, $0.0001 par value (“Common Stock”)
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Item 2(e).
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CUSIP Number
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00973W 102
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Item 3.
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If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
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(a) Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b) Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c) Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d) Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e) An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f) An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g) A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h) A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i) A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j) A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J).
If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the institution: ________________;
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(k) Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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Not Applicable
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Item 4.
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Ownership
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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.
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Item 5.
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Ownership of Five Percent or Less of a Class
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Not Applicable
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not Applicable
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Not Applicable
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Item 8.
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Identification and Classification of Members of the Group
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Not Applicable
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Item 9.
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Notice of Dissolution of Group
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Not Applicable
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Item 10.
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Certification
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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.
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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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Date:
January 15, 2020
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Amy
A. Poinsett Revocable Living Trust
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By:
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/s/
Amy Poinsett
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Name:
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Amy Poinsett
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Title:
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Trustee of Amy A. Poinsett Revocable Living Trust
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Date:
January 15, 2020
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By:
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/s/
Amy Poinsett
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Amy
Poinsett
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