Chan Heng Fai Ambrose Form 4 Value Exchange International / Heng Fai Ambrose Chan ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Value Exchange International, Inc. [ VEII ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/06/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	09/06/2023		C		7,344,632	A	$0.177(1)	21,492,429(2)	I	See footnote(2)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Convertible Debt	(1)	09/06/2023		C			$1,300,000(1)	02/23/2023	02/23/2026	Common Stock	(1)	(1)	0(1)	I	See footnote(2)

1. Name and Address of Reporting Person^*

Chan Heng Fai Ambrose

(Last) (First) (Middle)

9 TEMASEK BOULEVARD #16-04

SUNTEC TOWER TWO

(Street)

SINGAPORE U0 038989

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Hapi Metaverse Inc.

(Last) (First) (Middle)

4800 MONTGOMERY LANE

SUITE 210

(Street)

BETHESDA MD 20814

(City) (State) (Zip)

Explanation of Responses:

1. Please refer to Remarks, below.

2. Consists of 21,120,795 shares of common stock, par value $0.00001 per share, of Value Exchange International, Inc. ("VEII") held by Hapi Metaverse Inc., 39,968 shares held by BMI Capital Partners International Limited, 18,512 shares held by LiquidValue Development Pte Ltd. and 313,154 shares held by Decentralized Sharing Systems, Inc. In addition, 95,000 shares of VEII common stock are held directly by Heng Fai Chan.

Remarks:

Value Exchange International, Inc. ("VEII") entered into a Convertible Credit Agreement, dated as of January 27, 2023 ("Convertible Credit Agreement") with Hapi Metaverse and another potential lender. On February 23, 2023, Hapi Metaverse loaned VEII $1,400,000 (the "Loan Amount"). The Loan Amount can be converted into shares of VEII pursuant to the terms of the Convertible Credit Agreement for a period of three years. There is no fixed price for the derivative security until Hapi Metaverse converts the Loan Amount into shares of VEII Common Stock. On September 6, 2023, Hapi Metaverse converted $1,300,000 into 7,344,632 shares of VEII Common Stock, the conversion price having been established as the average closing price of VEII's Common Stock for the three (3) consecutive trading days prior to date of the notice of conversion delivered by Hapi Metaverse.

	/s/ Heng Fai Ambrose Chan	09/08/2023
	/s/ Hapi Metaverse Inc. by Lui Wai Leung, Alan, Chief Financial Officer	09/08/2023
	** Signature of Reporting Person	Date
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