Uplisting Process Overview: From Financial Consolidation to a Potential NASDAQ Listing
Uplisting Process Overview: From Financial Consolidation to a Potential NASDAQ Listing
This article is intended to provide an overview of the regulatory, financial, and procedural steps that companies typically undertake when preparing for a potential uplisting from the OTC market to a U.S. national securities exchange such as NASDAQ. The information below reflects Vemanti Group’s current planning assumptions and internal preparations; however, regulatory outcomes, timelines, and approvals are inherently uncertain and subject to change.
Historical Financial Consolidation of Global Operations
An early and necessary step in preparing for a potential NASDAQ uplisting has been the historical financial consolidation of the Company’s operating entities. This process involves combining the financial results of multiple subsidiaries and business units into a single, consolidated set of financial statements prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP).
In practice, this requires converting local statutory financial statements—previously prepared under Vietnamese accounting standards or other local frameworks—into GAAP-compliant financials, followed by consolidation across entities and elimination of intercompany transactions. For planning purposes, the Company has focused on consolidating historical periods beginning with fiscal years 2021 and 2022 through the most recent completed periods.
Producing consolidated GAAP financial information is generally required in order to support an audit by a PCAOB-registered accounting firm and to meet the disclosure requirements applicable to SEC registration statements. The scope and number of historical periods ultimately required may vary depending on issuer status, regulatory interpretation, and transaction structure.
Audit of Consolidated Financial Statements (PCAOB Standards)
Following historical consolidation, companies seeking a national exchange listing typically engage an independent public accounting firm registered with the Public Company Accounting Oversight Board (PCAOB) to audit their financial statements.
The purpose of this audit is to assess whether the financial statements are presented fairly, in all material respects, in accordance with U.S. GAAP. Audit readiness generally requires extensive supporting documentation, reconciliations, and internal review of historical accounting records. Audit findings, timing, and conclusions are determined independently by the auditor and cannot be predicted in advance.
Based on its current status and size, the Company believes it may qualify as an “emerging growth company” under U.S. securities laws. Emerging growth companies are generally permitted to present two years of audited financial statements in SEC registration filings, rather than three, although requirements may change depending on circumstances at the time of filing.
The Company is currently targeting completion of PCAOB-compliant audits in or around mid-2026; however, audit timelines remain subject to auditor availability, regulatory requirements, and the resolution of any issues identified during the audit process.
SEC Registration Process (Form S-1)
If the Company proceeds with an uplisting to NASDAQ, it would be required to register its securities with the U.S. Securities and Exchange Commission by filing a registration statement, typically on Form S-1. This process is similar to that undertaken in a traditional initial public offering.
A Form S-1 registration statement generally includes:
- A description of the business and organizational structure
- Risk factors
- Management’s discussion and analysis
- Audited financial statements and related disclosures
- Information regarding share capital and any offering, if applicable
Following submission, the SEC conducts a review process that often involves multiple rounds of written comments and amendments. The duration of this review varies and may extend over several months. There can be no assurance that the SEC will declare a registration statement effective within any specific timeframe, or at all.
As an emerging growth company, the Company may be eligible to submit draft registration statements confidentially during initial review stages, subject to applicable rules.
NASDAQ Listing Requirements and Exchange Review
In parallel with SEC registration, a company seeking to list on NASDAQ must apply to the exchange and demonstrate compliance with its quantitative and qualitative listing standards. NASDAQ approval is discretionary and is not guaranteed.
Key listing criteria generally include, among others:
- Minimum bid price thresholds
- Public float and shareholder distribution requirements
- Financial standards based on equity, market value, income, or cash flow
- Corporate governance requirements, including board and committee composition
NASDAQ also conducts a public interest review under Rule 5101, which considers factors beyond numerical thresholds, including regulatory history and overall market integrity considerations.
The Company is monitoring applicable listing standards and evaluating potential actions—such as corporate governance enhancements or share structure adjustments—that may be required to meet NASDAQ criteria. Any such actions would be subject to regulatory approval and shareholder considerations.
Certain general listing requirements referenced in this discussion are derived from publicly available NASDAQ Capital Market listing standards published on NASDAQ’s official website. Final eligibility determinations are made solely by NASDAQ.
Post-Listing Reporting Obligations
If listed on NASDAQ, the Company would become subject to ongoing SEC reporting obligations, including the filing of annual reports on Form 10-K and quarterly reports on Form 10-Q. Additional requirements would include disclosure controls, internal control certifications, and corporate governance compliance.
Emerging growth companies may be eligible for certain phased compliance provisions, including delayed auditor attestation of internal controls under Section 404(b) of the Sarbanes-Oxley Act, subject to applicable rules and elections.
General Observations on Uplisting Processes
Some companies that have previously uplisted from the OTC market to NASDAQ have completed audits, governance changes, and capital raises in conjunction with that process. These examples are provided solely for general informational context and do not imply that Vemanti Group will achieve similar results, timelines, or outcomes.
Market conditions, company-specific factors, regulatory review, and execution risk can materially affect both the feasibility and results of an uplisting.
Important Regulatory Disclaimer
This document is provided for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any securities. Any such offer would be made only pursuant to an effective registration statement filed with the U.S. Securities and Exchange Commission.
This communication contains forward-looking statements within the meaning of U.S. securities laws. Forward-looking statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. The Company undertakes no obligation to update or revise any forward-looking statements.
Neither SEC registration effectiveness nor NASDAQ listing approval is assured. Both processes involve regulatory discretion and depend on numerous factors, many of which are outside the Company’s control.
Disclaimer
This article may contain forward-looking statements, which are subject to risks and uncertainties. Actual results may differ materially, and Vemanti Group, Inc. (“Vemanti”) undertakes no obligation to update such statements except as required by law. The content is provided for informational purposes only and does not constitute investment, legal, tax, or accounting advice, nor an offer or solicitation to buy or sell any security, product, or service. Descriptions of products, services, or features are general in nature, may be restricted or unavailable in certain jurisdictions, and are subject to change without notice. Data, statistics, and third-party information are provided “as is,” may contain errors or inaccuracies, and should not be relied upon without independent verification. The Company disclaims any liability for reliance on this content. All trademarks and brands are the property of their respective owners.
