Acquisition

9 Months Ended

Sep. 30, 2024

Acquisition

Acquisition

NOTE 4 – Acquisition

On April 1, 2024, Vemanti entered into a share exchange agreement (the “Share Exchange Agreement”) with VinHMS Pte. Ltd., a Singapore private company limited by shares (“VinHMS”), and Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Asian Star”), the sole shareholders of VinHMS (the “Shareholders”), whereby Vemanti will acquire VinHMS for $20,000,000 through the issuance of 10,000,000 Preferred B Shares and the transfer of 400,000,000 Preferred A Shares from Mr. Tan Tran to Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (“Business Combination”).  Each Preferred B share can be converted into 26 Common shares after a 12-month lock-up agreement which was executed on April 1, 2024.  As of today, no Preferred B shares have been converted.  Any conversion can only be executed on or after April 1, 2025.  VinHMS Pte. Ltd. is now the only wholly owned subsidiary of Vemanti.

The Business Combination is being accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vemanti, who is the legal acquirer, is being treated as the “acquired” company for financial reporting purposes and VinHMS is being treated as the accounting acquirer. This determination was primarily based on the facts and circumstances noted in the Section: “Business Combination and Organization” in Note 1. Accordingly, for accounting purposes, the Business Combination is being treated as the equivalent of a reverse recapitalization transaction in which VinHMS issued stock for the net assets of Vemanti.

In the reverse capitalization transaction, the 10,000,000 Preferred B shares issued and the 40,000,000 Preferred A shares that were transferred have been recast as the opening equity of VinHMS Singapore.   The effect of the reverse merger on the common shares and the net assets of Vemanti have been shown on a single line in the Condensed Consolidated Statement of Changes in Stockholders’ Equity.  The net assets of Vemanti are being stated at historical cost, with no goodwill or other intangible assets recorded.  Operations prior to the Business Combination are those of VinHMS.  The following table reflects the net assets acquired in the Business Combination:

Cash	$	57,116
Accounts Payable		(25,760	)
Accrued Interest Payable		(16,392	)
Note Payable		(161,458	)
Loan from Stockholder		(125,000	)
Net Liabilities Acquired	$	(271,494	)