---
schema_version: "secwatch.filing_event.v1"
accession: "0001214659-23-016641"
form_type: "8-K"
ticker: null
cik: "0001417664"
company_name: "Value Exchange International, Inc."
filed_at: "2023-12-20T23:59:59+00:00"
generated_at: "2026-06-07T09:46:27.299201+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Value Exchange International enters $1M convertible credit with affiliate; board recognizes change in control

## Summary
- Credit line up to $1M at 8% interest, matures 3 years per advance; conversion price $0.045/share (25% discount to Dec 12 close).
- Lender receives 5 warrants per conversion share, exercisable at $0.045 for 5 years; one-time $100,000 fee payable in cash or stock.
- Affiliated Shareholders led by Chan Heng Fai control ~49.6% of shares; full warrant exercise could yield 72.1%; new credit could push above 80%.
- All six non-executive directors are affiliated with Chan Heng Fai; two recused from vote on the credit agreement.
- Company acknowledges change of control due to reliance on affiliates for working capital and board composition.

## SEC filing metadata
- accession: 0001214659-23-016641
- form_type: 8-K
- cik: 0001417664
- company_name: Value Exchange International, Inc.
- filed_at: 2023-12-20T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 5.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1417664/000121465923016641/0001214659-23-016641-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1417664/000121465923016641/e12202308k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001214659-23-016641
- JSON: https://secwatch.observer/filing/0001214659-23-016641.json
- Plain text: https://secwatch.observer/filing/0001214659-23-016641.txt

## Key facts
- M&A Transactions
  Value Exchange International, Inc. underwent a change of control involving Chan Heng Fai and Hapi Metaverse, Inc. (Lender).
  - Action: change of control
  - Counterparty: Chan Heng Fai and Hapi Metaverse, Inc. (Lender)
  source text: the Company’s Board of Directors has recognized as of the Effective Date that a change of control of the Company has occurred and Mr. Chan and Lender are deemed to have the ability to control the Company through voting power of stock ownership, board seats and funding of Company’s working capital needs
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417664/000121465923016641/0001214659-23-016641-index.htm
- Material Agreements
  Value Exchange International, Inc. amended Amendment to the Credit Agreement with Hapi Metaverse, Inc. valued at $100,000 (effective 2023-12-19).
  - Action: amendment
  - Agreement: credit facility
  - Counterparty: Hapi Metaverse, Inc.
  - Value: $100,000
  - Effective: 2023-12-19
  source text: Under a December 19, 2023 Amendment to the Credit Agreement, which amendment is attached to this Current Report on Form 8-K as Exhibit 10.2, the Fee was amended to provide for a one-time $100,000 payment instead of 10% on an Advance, which amended Fee is payable at option of Company in either cash or shares of Company Common Stock within 30 days of December 19, 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417664/000121465923016641/0001214659-23-016641-index.htm
- Material Agreements
  Value Exchange International, Inc. entered into Convertible Credit Agreement with Hapi Metaverse, Inc. valued at One Million U.S. Dollars and No Cents (USD$1,000,000.00) (effective 2023-12-14).
  - Action: entry
  - Agreement: credit facility
  - Counterparty: Hapi Metaverse, Inc.
  - Value: One Million U.S. Dollars and No Cents (USD$1,000,000.00)
  - Effective: 2023-12-14
  source text: On December 14, 2023, Value Exchange International, Inc., a Nevada corporation, (“Company”) entered into a Convertible Credit Agreement (collectively, the “Credit Agreement”) with Hapi Metaverse, Inc., a Delaware corporation, (“Lender’) for an unsecured credit line in the maximum amount of One Million U.S. Dollars and No Cents (USD$1,000,000.00) (“Credit Limit”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1417664/000121465923016641/0001214659-23-016641-index.htm

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