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