| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 12/15/23 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1417664 |
| Issuer Name: Value Exchange International, Inc. |
| Issuer Trading Symbol: VEII |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1261725 |
| | Owner Name: Chan Heng Fai Ambrose |
| Reporting Owner Address: |
| | Owner Street 1: 9 TEMASEK BOULEVARD #16-04 |
| | Owner Street 2: SUNTEC TOWER TWO |
| | Owner City: SINGAPORE |
| | Owner State: U0 |
| | Owner ZIP Code: 038989 |
| | Owner State Description: SINGAPORE |
| Reporting Owner Relationship: |
| | Is Director? Yes |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1600347 |
| | Owner Name: Hapi Metaverse Inc. |
| Reporting Owner Address: |
| | Owner Street 1: 4800 MONTGOMERY LANE |
| | Owner Street 2: SUITE 210 |
| | Owner City: BETHESDA |
| | Owner State: MD |
| | Owner ZIP Code: 20814 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? No |
| | Is Ten Percent Owner? Yes |
| | Is Other? No |
| | Officer Title: |
| | Other Text: |
| Aff 10b5 One: 0 |
| Derivative Table: |
| Derivative Transaction: |
| | Security Title: |
| | | Value: Convertible Debt |
| | Conversion or Exercise Price: |
| | | Value: .045 |
| | Transaction Date: |
| | | Value: 12/15/23 |
| | Deemed Execution Date: |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: P |
| | | Equity Swap Involved? No |
| | Transaction Timeliness: |
| | Transaction Amounts: |
| | | Transaction Total Value: |
| Value: 1,000,000 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Footnote ID: F1 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Exercise Date: |
| | | Value: 12/15/23 |
| | Expiration Date: |
| | | Value: 12/15/26 |
| | Underlying Security: |
| | | Underlying Security Title: |
| Value: Common Stock |
| | | Underlying Security Shares: |
| Footnote ID: F1 |
| | Post-Transaction Amounts: |
| | | Value Owned Following Transaction: |
| Value: 1,000,000 |
| Footnote ID: F1 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: I |
| | | Nature of Ownership: |
| Value: See footnote |
| Footnote ID: F2 |
| Footnotes: |
| Footnote - F1: Please refer to Remarks, below. |
| Footnote - F2: Held by Hapi Metaverse Inc. The majority stockholder of Hapi Metaverse Inc. is Alset Inc. Mr. Chan is, personally and through an entity he controls, the majority shareholder of Alset Inc., and the Chairman and Chief Executive Officer of Alset Inc. The Reporting Person has dispositive control over these securities. |
| Remarks: Value Exchange International, Inc. ("VEII") entered into a Convertible Credit Agreement, dated as of December 14, 2023 ("Credit Agreement") with Hapi Metaverse Inc. On December 15, 2023, Hapi Metaverse Inc. loaned VEII $1,000,000. This amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years. In the event that Hapi Metaverse Inc. converts this loan into shares of VEII Common Stock, the conversion price shall be $0.045 per share. In the event that Hapi Metaverse Inc. elects to convert any portion of the loan into shares of VEII Common Stock, then VEII will issue to Hapi Metaverse Inc. five (5) detachable warrants for each share of VEII Common Stock issued in a conversion ("Warrants"). Each Warrant will entitle Hapi Metaverse Inc. to purchase one (1) share of Common Stock at a per-share exercise price equal to the conversion price of $.045 per share. The exercise period of each Warrant will be five (5) years from date of issuance of the Warrant. At the time of this filing, Hapi Metaverse has not converted the Loan Amount. |
| Owner Signature: |
| Signature Name: /s/ Heng Fai Ambrose Chan |
| Signature Date: 12/19/23 |
| Owner Signature: |
| Signature Name: /s/ Hapi Metaverse Inc. by Lui Wai Leung, Alan, Chief Financial Officer |
| Signature Date: 12/19/23 |
