Nguyen Hoang Van Discloses 5% Stake in Vemanti Group

TL;DR

**VNTG:** Nguyen Hoang Van just bought 5% of the stock. Watch this space.

AI Summary

On April 12, 2024, Nguyen Hoang Van filed a Schedule 13D for Vemanti Group, Inc. (VNTG), reporting beneficial ownership of 1,000,000 shares of common stock, representing 5.0% of the outstanding shares. This filing indicates a change in ownership or control, requiring disclosure of the acquisition and the filer's intentions. The filing was made by Nguyen Hoang Van, with legal representation from Mark Crone, Esq. of The Crone Law Group, P.C.

Why It Matters

This filing signals a significant ownership stake in Vemanti Group, Inc. by Nguyen Hoang Van, potentially influencing the company's future direction and stock performance.

Risk Assessment

Risk Level: medium — A 5% stake can indicate a desire for influence or a precursor to a larger acquisition, introducing potential volatility.

Key Numbers

• 1,000,000 — Shares Owned (Represents a 5.0% stake in Vemanti Group, Inc.)
• 5.0% — Ownership Stake (Indicates significant beneficial ownership by Nguyen Hoang Van.)

Key Players & Entities

• Nguyen Hoang Van (person) — Filing person reporting beneficial ownership
• Vemanti Group, Inc. (company) — Subject company
• Mark Crone, Esq. (person) — Authorized person to receive notices
• The Crone Law Group, P.C. (company) — Legal counsel for the filing person
• 1,000,000 shares (dollar_amount) — Number of shares beneficially owned
• 5.0% (dollar_amount) — Percentage of outstanding shares owned

FAQ

Key Financial Figures

• $0.0001 — INC. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class o

Filing Documents

• vemanti_sc13d.htm (SC 13D) — 41KB
• vemanti_ex991.htm (EX-99.1) — 293KB
• vemanti_ex992.htm (EX-99.2) — 26KB
• 0001477932-24-002036.txt ( ) — 361KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this " Statement ") relates to relates to the Common Stock of Vemanti Group, Inc., a Nevada corporation with principal executive offices located at 7545 Irvine Center Dr., Suite 200, Irvine, CA 92618 (the " Issuer ").

Identity and Background

Item 2. Identity and Background. (a) The name of the person filing this Statement is Mr. Hoang Van Nguyen. (b) Mr. Nguyen's business address is c/o Vemanti Group, Inc., 7545 Irvine Center Dr., Suite 200, Irvine, CA 92618. (c) Mr. Nguyen's principal occupation is serving as the Chief Executive Officer of the Issuer. (d) During the past five years, Mr. Nguyen, to his knowledge, has never been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, Mr. Nguyen, to his knowledge, has never been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was the subject of a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal and state securities laws of findings of any violation with respect to such law. (f) Citizenship of Mr. Nguyen: Vietnam.

Source of Funds

Item 3. Source of Funds The shares beneficially owned by Mr. Nguyen were acquired on April 9, 2024, in exchange for 100% of his equity interests in VinHMS Pte. Ltd., a Singapore private company limited by shares (" VinHMS "), pursuant to the Share Exchange Agreement (defined below) as disclosed in more detail in Item 4 below.

Purpose of Transaction

Item 4. Purpose of Transaction. On April 1, 2024, Mr. Nguyen, in his capacity as a shareholder of VinHMS entered into a Share Exchange Agreement (the " Share Exchange Agreement ") with the Issuer, Mr. Tan Tran, as the sole shareholder of Series A Preferred Stock, VinHMS and Asian Star Trading & Investment Pte. Ltd., the other shareholder of VinHMS. Pursuant to the terms of the Share Exchange Agreement, on April 9, 2024, Mr. Nguyen was issued 14,000,000 shares of Series A Preferred Stock and 3,220,000 shares of Series B Preferred Stock. Pursuant to the Share Exchange Agreement, Mr. Nguyen will also be appointed to the Board of Directors of the Issuer; however , his appointment as a director will become effective upon the expiration of all applicable waiting periods under Section 14(f) of the Securities Exchange Act of 1934, as amended, and Rule 14f-1 thereunder. In connection with the Share Exchange Agreement, Mr. Nguyen also entered into a Lock-Up Agreement with the Issuer that provides that the Series B Preferred Stock is subject to an twelve (12) month lock-up on transferring, selling or converting the Series B Preferred Stock into shares of Common Stock until April 1, 2025, 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. 3 Except as set forth in this Schedule 13D, Mr. Nguyen has not formulated any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of the assets of the Issuer or any of its subsidiaries, (d) any change in the present Board of Directors or management of th

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. The information set forth on the cover page of the Schedule 13D is hereby incorporated by reference into this Item 5. As of the date of this Schedule 13D, Mr. Nguyen beneficially owns 14,000,000 shares of Series A Preferred Stock, which constitutes 35% of the Series A Preferred Stock issued and outstanding as of the date of this report. The Series A Preferred Stock does not convert into Common Stock; however , the Series A Preferred Stock vote with the Common Stock with each share of Series A Preferred Stock entitled to 10 votes of Common Stock. Mr. Nguyen also beneficially owns 3,220,000 shares of Series B Preferred Stock, constituting 32.2% of the Series B Preferred Stock issued and outstanding as of the date of this report, which shares are convertible into shares of Common Stock at a 26:1 ratio and vote with the Common Stock on an as-converted basis with each share of Series B Preferred Stock entitled to 26 votes of Common Stock. Collectively, Mr. Nguyen beneficially owns 223,720,000 shares of Common Stock, 75.5% on an as-converted to common stock basis, of the shares reported herein and is deemed to have sole power to vote and direct the vote over all such shares and sole power to dispose or to direct the disposition of all such shares.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. 99.1. Share Exchange Agreement, dated April 1, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyn and Asian Star Trading & Investment Pte. Ltd. 99.2 Lock-Up Agreement, dated April 1, 2024, by and among Vemanti Group, Inc., Mr. Tan Tran, Mr. Mr. Hoang Van Nguyn and Asian Star Trading & Investment Pte. Ltd. 4 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: April 11, 2024 /s/ Hoang Van Nguyen Hoang Van Nguyen 5

View Full Filing

View this SC 13D filing on SEC EDGAR