0001477932-24-002141.txt : 20240416 0001477932-24-002141.hdr.sgml : 20240416 20240416113043 ACCESSION NUMBER: 0001477932-24-002141 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240409 FILED AS OF DATE: 20240416 DATE AS OF CHANGE: 20240416 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vuong Pham Nhat CENTRAL INDEX KEY: 0001998523 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56266 FILM NUMBER: 24846523 MAIL ADDRESS: STREET 1: NO 193C BA TRIEU STREET LE DAI HANH WARD STREET 2: HAI BA TRUNG DISTRICT CITY: HANOI CITY STATE: Q1 ZIP: - REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Asian Star Trading & Investment Pte. Ltd. CENTRAL INDEX KEY: 0001998537 ORGANIZATION NAME: STATE OF INCORPORATION: U0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-56266 FILM NUMBER: 24846524 BUSINESS ADDRESS: STREET 1: 120 LOWER DELTA ROAD STREET 2: #02-05 CENDEX CENTRE CITY: SINGAPORE STATE: U0 ZIP: 169208 BUSINESS PHONE: 84.2439749999 MAIL ADDRESS: STREET 1: 120 LOWER DELTA ROAD STREET 2: #02-05 CENDEX CENTRE CITY: SINGAPORE STATE: U0 ZIP: 169208 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Vemanti Group, Inc. CENTRAL INDEX KEY: 0001605057 STANDARD INDUSTRIAL CLASSIFICATION: FINANCE SERVICES [6199] ORGANIZATION NAME: 02 Finance IRS NUMBER: 465317552 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 7545 IRVINE CENTER DR. STREET 2: STE. 200 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: 949-559-7200 MAIL ADDRESS: STREET 1: 7545 IRVINE CENTER DR. STREET 2: STE. 200 CITY: IRVINE STATE: CA ZIP: 92618 3 1 form3.xml FORM 3 X0206 3 2024-04-09-05:00 0 0001605057 Vemanti Group, Inc. VMNT 0001998537 Asian Star Trading & Investment Pte. Ltd. 120 LOWER DELTA ROAD #02-05 CENDEX CENTRE U0 169208 SINGAPORE false false true false 0001998523 Vuong Pham Nhat NO 193C BA TRIEU STREET LE DAI HANH WARD HAI BA TRUNG DISTRICT HANOI CITY Q1 - VIET NAM false false true false Series A Preferred Stock 26000000 D Series B Convertible Preferred Stock 0.076 Common Stock 155480000 D Each share of Series A Preferred Stock has the right to ten (10) votes per each share of the Issuer's common stock, par value $0.0001 per share ("Common Stock") Mr. Pham beneficially owns 100% of Asian Star Trading & Investment Pte. Ltd. ("Asian Star"), and as a result may be deemed to share beneficial ownership of the securities held of record by Asian Star. Series B Convertible Preferred Stock is not convertible until April 1, 2025, pursuant to the terms of a Lock-Up Agreement between Asian Star and the Issuer, subject to (i) early release upon the Company up-listing to a national securities exchange, and (ii) certain limited permitted transfers where the recipient takes the securities subject to the restrictions in the Lock-Up Agreement. The Series B Convertible Preferred Stock has no expiration date. Each share of Series B Convertible Preferred Stock is currently convertible into 26 shares of Common Stock. This reflects the maximum number of shares of Common Stock that may be issued upon conversion of all shares of Series B Convertible Preferred Stock currently owned by the Reporting Person. However, the Series B Convertible Preferred Stock may not be converted if such conversion would result in the Reporting Person beneficially owning more than 9.99% of the total number of shares of Common Stock outstanding at the time of such conversion, unless otherwise approved by a majority of the Issuer's board of directors. Exhibit 99 - Joint Filer Statement /s/ Asian Star Trading & Investment Pte. Ltd. By: /s/ Trinh Van Thi Nguyen, authorized signatory 2024-04-14-05:00 /s/ Vuong Nhat Pham 2024-04-14-05:00