Value Exchange International, Inc. (Form: SC 13D/A, Received: 04/17/2025 17:00:44)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 9)*

Value Exchange International, Inc.

(Name of Issuer)

Common Stock, par value $0.00001 per share

(Title of Class of Securities)

829348200

(CUSIP Number)

Heng Fai Ambrose Chan
9 Temasek Boulevard, #16-04, Suntec Tower Two
Singapore, U0, 038987
011 65 6333 9181

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/28/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D/A

CUSIP No.

829348200

1	Name of reporting person Heng Fai Ambrose Chan
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) PF
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization SINGAPORE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 51,927,990.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 51,927,990.00
11	Aggregate amount beneficially owned by each reporting person 51,614,836.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 69.9 %
14	Type of Reporting Person (See Instructions) IN

Comment for Type of Reporting Person: Consists of 95,000 shares of common stock, par value $0.00001 per share, of Value Exchange International, Inc. held by Heng Fai Chan, debt convertible into 1,807,229 shares held by Alset Inc., 21,120,795 shares and debt convertible into 28,533,332 shares held by Hapi Metaverse Inc., 39,968 shares held by BMI Capital Partners International Limited, and 18,512 shares held by LiquidValue Development Pte Ltd. The debt convertible into shares of the issuer's common stock reflects the original principal of each loan. In each instance, the whole indebtedness including unpaid interest is convertible into shares of the Issuer's common stock. See Item 3 of this Schedule 13D/A for more information regarding the terms underlying the several convertible loans. Percentage based on 43,500,762 shares of Common Stock outstanding.

SCHEDULE 13D/A

CUSIP No.

829348200

1	Name of reporting person Alset Inc.
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization TEXAS
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 51,479,868.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 51,479,868.00
11	Aggregate amount beneficially owned by each reporting person 51,479,868.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☐
13	Percent of class represented by amount in Row (11) 69.7 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person: Consists of debt convertible into 1,807,229 shares held by Alset Inc., 21,120,795 shares and debt convertible into 28,533,332 shares held by Hapi Metaverse Inc., 39,968 shares held by BMI Capital Partners International Limited, and 18,512 shares held by LiquidValue Development Pte Ltd. Percentage based on 43,500,762 shares of Common Stock outstanding.

SCHEDULE 13D/A

CUSIP No.

829348200

1	Name of reporting person Hapi Metaverse Inc.
2	Check the appropriate box if a member of a Group (See Instructions) ☐ (a) ☐ (b)
3	SEC use only
4	Source of funds (See Instructions) OO
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e) ☐
6	Citizenship or place of organization DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:	7 Sole Voting Power: 0.00 8 Shared Voting Power: 49,654,127.00 9 Sole Dispositive Power: 0.00 10 Shared Dispositive Power: 49,654,127.00
11	Aggregate amount beneficially owned by each reporting person 49,654,127.00
12	Check if the aggregate amount in Row (11) excludes certain shares (See Instructions) ☒
13	Percent of class represented by amount in Row (11) 68.9 %
14	Type of Reporting Person (See Instructions) CO

Comment for Type of Reporting Person: 21,120,795 shares and debt convertible into 28,533,332 shares held by Hapi Metaverse Inc. Does not include 36,723,160 shares of VEII Common Stock underlying warrants at a purchase price of $0.177 per share. The terms of the warrant include that the purchaser is entitled to purchase from the Issuer one (1) share of the Issuer's Common stock for each issued Warrant. The Warrants are currently exercisable and expire on September 6, 2028. Does not include the detachable warrants described in the following: 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. Percentage based on 43,500,762 shares of Common Stock outstanding.

SCHEDULE 13D/A

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.00001 per share
(b)	Name of Issuer: Value Exchange International, Inc.
(c)	Address of Issuer's Principal Executive Offices: 10/F, FTLIFE TOWER, 18 SHEUNG YUET ROAD KOWLOON BAY, KOWLOON, HONG KONG , 999077.
Item 2.	Identity and Background
(a)	This Schedule 13D/A is filed by Heng Fai Chan, Alset Inc., and Hapi Metaverse Inc. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons".
(b)	The business addresses of the Reporting Persons are as follows: (i) Heng Fai Chan is c/o Alset International Limited, 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989; (ii) Alset Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814; and (iii) Hapi Metaverse Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814.
(c)	Heng Fai Chan is the Chairman and Chief Executive Officer of Alset Inc. and the Chairman and Chief Executive Officer of Alset International Limited. The business address of Alset Inc. is 4800 Montgomery Lane, Suite 210, Bethesda, MD 20814. The business address of Alset International Limited is 9 Temasek Boulevard #16-04, Suntec Tower Two, Singapore 038989. Hapi Metaverse Inc. is engaged in the development of technology. Alset Inc. is a diversified holding company.
(d)	No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	No Reporting Person has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violation with respect to such laws.
(f)	Heng Fai Chan is a citizen of Singapore. Alset Inc. is a Texas corporation. Hapi Metaverse Inc. is a Delaware corporation.
Item 3.	Source and Amount of Funds or Other Consideration
	The Issuer ("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. The Issuer entered into a Convertible Credit Agreement, dated as of July 15, 2024 (the "Credit Agreement") with Hapi Metaverse Inc. On July 15, 2024, Hapi Metaverse Inc. loaned VEII $110,000. This amount can be converted into shares of VEII pursuant to the terms of the 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 $0.06 per share. On March 28, 2025, the Issuer made a Convertible Promissory Note for $30,000 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of the Issuer pursuant to the terms of the Convertible Promissory Note for a period of two years. In the event that Alset Inc. converts all or a portion of the indebtedness into shares of the Issuer's Common Stock, the conversion price shall be $0.0166 per share. Interest on the outstanding balance of this note accrues at a rate of 5% per annum.
Item 4.	Purpose of Transaction
	The Issuer ("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. The Issuer entered into a Convertible Credit Agreement, dated as of July 15, 2024 (the "Credit Agreement") with Hapi Metaverse Inc. On July 15, 2024, Hapi Metaverse Inc. loaned VEII $110,000. This amount can be converted into shares of VEII pursuant to the terms of the 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 $0.06 per share. On March 28, 2025, the Issuer made a Convertible Promissory Note for $30,000 to Alset Inc. as consideration for a loan in the same amount. This amount can be converted into shares of the Issuer pursuant to the terms of the Convertible Promissory Note for a period of two years. In the event that Alset Inc. converts all or a portion of the indebtedness into shares of the Issuer's Common Stock, the conversion price shall be $0.0166 per share.
Item 5.	Interest in Securities of the Issuer
(a)	The responses to Items 7-13 of the cover pages of this Schedule 13D/A are incorporated herein by reference. Mr. Chan may be deemed to have voting and dispositive power over the shares of the Issuer's common stock owned by Alset Inc. and Hapi Metaverse Inc.
(b)	The responses to Items 7-13 of the cover pages of this Schedule 13D/A are incorporated herein by reference. Mr. Chan may be deemed to have voting and dispositive power over the shares of the Issuer's common stock owned by Alset Inc. and Hapi Metaverse Inc.
(c)	None of the Reporting Persons has acquired any shares of the Issuer's common stock during the previous sixty days.
(d)	None.
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	On April 17, 2025, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with Respect to the securities of the Issuer to the extent required by applicable law. The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer. Hapi Metaverse Inc.'s majority shareholder is Alset Inc. Mr. Chan is, personally and through entities he controls, the largest shareholder of Alset Inc. Mr. Chan is the Chairman of Hapi Metaverse Inc. and the Chief Executive Officer and Chairman of Alset Inc. BMI Capital Partners International Limited is owned by Alset International Limited. Alset International Limited is a subsidiary of Alset Inc. LiquidValue Development Pte Ltd. is a subsidiary of Alset Inc.
Item 7.	Material to be Filed as Exhibits.
	Joint Filing Agreement dated April 17, 2025 by and between Heng Fai Chan, Alset Inc., and Hapi Metaverse Inc.

SIGNATURE
	After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Heng Fai Ambrose Chan

	Signature:	/s/ Heng Fai Ambrose Chan
	Name/Title:	Heng Fai Ambrose Chan, an individual
	Date:	04/17/2025

Alset Inc.

	Signature:	/s/ Rongguo Wei
	Name/Title:	Rongguo Wei, Co-Chief Financial Officer, Alset Inc.
	Date:	04/17/2025

Hapi Metaverse Inc.

	Signature:	/s/ Lui Wai Leung, Alan
	Name/Title:	Lui Wai Leung, Alan, Chief Financial Officer, Hapi Metaverse Inc.
	Date:	04/17/2025

Dated: April 17, 2025	Hapi Metaverse Inc.

	By:	/s/ Lui Wai Leung Alan
	Name:	Lui Wai Leung Alan
	Title:	Director