Heng Fai Ambrose Chan - Sep 6, 2023 Form 4/A - Amendment Insider Report for Value Exchange International, Inc. (VEII)

Role
Director, 10%+ Owner
Signature
/s/ Heng Fai Ambrose Chan
Stock symbol
VEII
Transactions as of
Sep 6, 2023
Transactions value $
$0
Form type
4/A - Amendment
Date filed
9/12/2023, 05:15 PM
Date Of Original Report
Sep 8, 2023
Previous filing
Aug 7, 2023
Next filing
Dec 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VEII Common Stock Conversion of derivative security $1.3M +7.34M +51.91% $0.18 21.5M Sep 6, 2023 See footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction VEII Convertible Debt Conversion of derivative security -$1.3M 0 Sep 6, 2023 Common Stock See footnote F1, F2
transaction VEII Warrants Other +36.7M 36.7M Sep 6, 2023 Common Stock 36.7M $0.18 See footnote F1
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Please refer to Remarks, below.
F2 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. This Amendment is being filed to reflect that pursuant to the Convertible Credit Agreement, in connection with the conversion of $1,300,000 into 7,344,632 shares of VEII Common Stock, Hapi Metaverse Inc. has also received Warrants to purchase up to 36,723,160 shares of VEII Common Stock at a purchase price of $.177 per share. Such Warrants expire on September 6, 2028.