---
schema_version: "secwatch.filing_event.v1"
accession: "0001477932-24-001888"
form_type: "8-K"
ticker: "VMNT"
cik: "0001605057"
company_name: "Vemanti Group, Inc."
filed_at: "2024-04-05T23:59:59+00:00"
generated_at: "2026-06-04T01:49:29.126862+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Vemanti Group acquires VinHMS via share exchange; control shifts to Asian Star

## Summary
- VinHMS, a Singapore hospitality tech provider, becomes wholly-owned subsidiary; shareholders receive 40M Series A and 9.2M Series B Preferred shares.
- Asian Star Trading & Investment gains >56% voting control on as-converted fully diluted basis (Series A: 10 votes/share, Series B: 26 votes/share).
- Mr. Tan Tran resigns as CEO/President, becomes Chief Strategy Officer; Mr. Hoang Van Nguyen appointed CEO.
- Ms. Trinh Tuyet Mai Le appointed to board; Mr. Nguyen's board appointment delayed pending SEC 14(f) waiting period.
- Series B Preferred shares subject to 12-month lock-up until April 1, 2025, with early release upon uplisting to a national exchange.

## SEC filing metadata
- accession: 0001477932-24-001888
- form_type: 8-K
- ticker: VMNT
- cik: 0001605057
- company_name: Vemanti Group, Inc.
- filed_at: 2024-04-05T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 5.01, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1605057/000147793224001888/0001477932-24-001888-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1605057/000147793224001888/vmnt_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001477932-24-001888
- JSON: https://secwatch.observer/filing/0001477932-24-001888.json
- Plain text: https://secwatch.observer/filing/0001477932-24-001888.txt

## Key facts
- Executive change
  Hoang Van Nguyen was appointed as Director at Vemanti Group, Inc..
  - Action: appointed
  - Role: Director
  source text: once Mr. Nguyen’s appointment to the Board becomes effective
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605057/000147793224001888/0001477932-24-001888-index.htm
- M&A Transactions
  Vemanti Group, Inc. underwent a change of control involving Asian Star Trading & Investment Pte. Ltd., Hoang Van Nguyen for issuance of 40,000,000 shares of Series A Preferred Stock and 9,200,000 shares of Series B Preferred Stock (closed 2024-04-01).
  - Action: change of control
  - Counterparty: Asian Star Trading & Investment Pte. Ltd., Hoang Van Nguyen
  - Consideration: issuance of 40,000,000 shares of Series A Preferred Stock and 9,200,000 shares of Series B Preferred Stock
  - Closing: 2024-04-01
  source text: As more fully described in Item 1.01 above, as consideration for all of the equity interests in VinHMS the Company issued (i) forty million (40,000,000) shares of Series A Preferred Stock in the aggregate to the Shareholders, consisting of fourteen million (14,000,000) shares to Mr. Nguyen and twenty-six million (26,000,000) shares to Asian Star; and (ii) nine million two hundred thousand (9,200,000) shares of Series B Preferred Stock to the Shareholders, with three million two hundred and twenty thousand (3,220,000) shares to Mr. Nguyen and five million nine hundred and eighty thousand (5,980,000) shares to Asian Star.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605057/000147793224001888/0001477932-24-001888-index.htm
- Material Agreements
  Vemanti Group, Inc. entered into Share Exchange Agreement with Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd. (effective 2024-04-01).
  - Action: entry
  - Agreement: merger
  - Counterparty: Mr. Tan Tran, VinHMS Pte. Ltd., Mr. Hoang Van Nguyen and Asian Star Trading & Investment Pte. Ltd.
  - Effective: 2024-04-01
  source text: On April 1, 2024, Vemanti Group, Inc., a Nevada corporation (the " Company "), entered into and consummated the transactions contemplated by a share exchange agreement (the " Share Exchange Agreement ") by and among the Company, Mr. Tan Tran, as the sole holder of the Company’s Series A Preferred Stock, par value $0.0001 (the " Series A Preferred Stock "), 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 ").
  evidence_url: https://www.sec.gov/Archives/edgar/data/1605057/000147793224001888/0001477932-24-001888-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.