United States securities and exchange commission logo
June 23, 2021
Tan Tran
Chief Executive Officer
Vemanti Group, Inc.
7545 Irvine Center Dr., Ste 200
Irvine, CA 92618
Re: Vemanti Group, Inc.
Amendment No. 3 to
Registration Statement on Form 10-12G
Filed June 7, 2021
File No. 000-56266
Dear Mr. Tran:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response and any amendment you may file in
response to these
comments, we may have additional comments. Unless we note otherwise, our
references to prior
comments are to comments in our May 6, 2021 letter.
Amendment No. 3 to Registration Statement on Form 10-12G
Business
Our Growth Strategies, page 6
1. We note your response
to prior comment 1. Please revise your disclosure to clarify how
the company intends to
operate within the cryptocurrency and/or blockchain sector. As
non-exclusive examples,
discuss whether the company intends to utilize existing
blockchain technology,
hold or facilitate the transfer of cryptocurrencies or participate in
initial coin offerings.
Furthermore, we note you purchased cryptocurrencies in the quarter
ended March 31, 2021.
Identify the cryptocurrencies and your storage and custodial
practices.
Tan Tran
FirstName LastNameTan Tran
Vemanti Group, Inc.
Comapany
June NameVemanti Group, Inc.
23, 2021
June 23,
Page 2 2021 Page 2
FirstName LastName
Risk Factors, page 7
2. Please provide risk factor disclosure regarding the potential, as a
result of your future
growth strategy to invest in early-stage companies, for the company to
be considered an
investment company as defined in Section 3(a)(1) of the Investment
Company Act of
1940. To provide context, disclose the current value of the company's
investment
securities (i.e., the value of your investment in Fvndit) as a
percentage of your total assets.
Directors and Executive Officers, page 10
3. You disclose on page F-26 that Tan Tran resigned as an Officer and
Director of Fvndit on
March 16, 2021. Please include Mr. Tran's tenure with Fvndit in the
description of his
business experience.
Security Ownership of Certain Beneficial Owners and Management, page 28
4. We note your response to prior comment 5. Please revise the table to
add a column that
reflects the percentage of total voting power held by each person or
entity by combining
the number of votes they are entitled to from their holdings of all
classes of voting stock.
Certain Relationships and Related Transactions, and Director Independence, page
32
5. Please disclose Tan Tran's affiliation with Fvndit, including serving
as an Officer and
Director of Fvndit until March 16, 2021. In addition, disclose whether
Tan Tran is
affiliated with Thomas Duc Tran, who was appointed as Chairman, CEO,
President,
Secretary, and Treasurer of Fvndit on the same day Tan Tran resigned.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Joyce Sweeney, Senior Staff Accountant, at (202)
551-3449 or
Christine Dietz, Senior Staff Accountant, at (202) 551-3408 if you have
questions regarding
comments on the financial statements and related matters. Please contact
Matthew Derby, Staff
Attorney, at (202) 551-3334 or Kathleen Krebs, Special Counsel, at (202)
551-3350 with any
other questions.
Sincerely,
Division of
Corporation Finance
Office of
Technology
cc: Cassi Olson