August 23, 2021
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
100 F Street, N.E.
Washington, DC 20549
Attn: | Joyce Sweeney, Sr. Staff Accountant |
| Christine Dietz, Sr. Staff Accountant Matthew Derby, Staff Attorney Kathleen Krebs, Special Counsel |
| Re: | Vemanti Group, Inc. |
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| Amendment No. 5 to Registration Statement on Form 10-12G Filed July 30, 2021 File No. 000-56266 |
Dear Ms. Sweeney:
On behalf of Vemanti Group, Inc., a Nevada corporation (the “Company”), we hereby file with the Securities and Exchange Commission (the “Commission”) Amendment No. 6 to Registration Statement on Form 10/A (the “Amended Form 10”) in response to the comments of the staff (the “Staff”), dated August 17, 2021, with reference to the Company’s Amendment No. 5 to Registration Statement on Form 10/A filed with the Commission on July 30, 2021.
For the convenience of the Staff, each of the Staff’s comments is included and is followed by the corresponding response of the Company.
Amendment No. 5 to Registration Statement on Form 10
Our Growth Strategies, page 6
1. We note your response to prior comment 1. Please revise to provide a discussion of what other assets may be used to back the "fully reserved" stablecoin by expanding on the disclosure that the stablecoin will be "at least fractionally backed by the US Dollar on a 1:1 basis." For example, clarify whether assets backing the USD-pegged stablecoin will consist of fiat currency only, or if it may include illiquid assets or securities and the risks associated with a reserve holding those types of assets.
Response: In response to the Staff’s comment, the Company has revised the disclosure to state that the Company’s stablecoin will be issued for and “fully backed by the US Dollar on a 1:1 basis.” No other assets will be used to back the stablecoin. Such disclosure has been added to the Amended Form 10 on page 7.
9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212
500 Fifth Avenue, Suite 938, New York 10110
NYC Office: 646.861.7891
CA Office: 818.930.5686
www.cronelawgroup.com
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Technology
August 23, 2021
Page 2
We hope the Amended Form 10 and the response herein address the comments of the Commission. If we can provide any further assistance, please do not hesitate to contact the undersigned.
| Sincerely, |
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THE CRONE LAW GROUP P.C. | |||
| By: | /s/ Liang Shih | ||
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| Liang Shih | |
| cc: Tan Tran | |||
9665 Wilshire Boulevard, Suite 895, Beverly Hills, CA 90212
500 Fifth Avenue, Suite 938, New York 10110
NYC Office: 646.861.7891
CA Office: 818.930.5686
www.cronelawgroup.com