UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~July 142, ~~2023~~2025

Hapi Metaverse Inc.

(Exact name of registrant as specified in its charter)

Delaware		333-194748		47-4742558
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

4800 Montgomery Lane, Suite 210 Bethesda, MD		20814
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (301) 971-3940

N/A

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d- 2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act: None

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1 4.01 ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement~~Accountant.

On ~~December~~July 142, ~~2023~~2025, ~~Hapi Metaverse Inc. (~~the ~~“Company”)~~Board ~~entered~~of ~~into~~Directors aof ~~Convertible~~Hapi ~~Credit~~Metaverse ~~Agreement~~Inc. (the “~~Credit Agreement~~Company”) ~~with~~ ~~Value~~dismissed ~~Exchange~~Grassi ~~International,~~& ~~Inc~~Co., ~~(“Value Exchange”)~~CPAs, ~~a Nevada corporation~~P. ~~The Credit Agreement was amended pursuant~~C. ~~to an agreement dated December 19, 2023~~ (~~the~~ “~~Amendment~~Grassi”). ~~The Credit Agreement,~~ as ~~amended,~~its ~~provides~~independent ~~Value~~registered ~~Exchange with~~public aaccounting ~~maximum~~firm. ~~credit~~Grassi’s ~~line~~audit ofreport ~~$1,000,000 with simple interest accrued~~ on ~~any advances of~~ the ~~money~~Company’s ~~under the Credit Agreement at 8%.~~financial ~~The~~statements ~~principal~~for ~~amount~~the ofyears ~~any~~ended ~~advance~~December of31, ~~money~~2024 ~~under~~and ~~the~~2023 ~~Credit~~did ~~Agreement~~not ~~(each~~contain ~~being referred to as~~ an ~~“Advance”)~~adverse isopinion ~~due~~or in a ~~lump~~disclaimer ~~sum, balloon payment on the third annual anniversary~~ of ~~the date of the Advance. Accrued~~ opinion and ~~unpaid~~were ~~interest~~not onqualified ~~any~~or ~~Advance is~~modified ~~due~~as ~~and~~to ~~payable~~uncertainty, onaudit ascope ~~semi-annual~~or ~~basis~~accounting ~~with~~principles. ~~interest~~However, ~~payments due on~~ the ~~last~~reports ~~business~~for ~~day~~both offiscal ~~June and last business day of December~~years ofincluded ~~each~~an ~~year.~~explanatory ~~The~~paragraph ~~Company~~regarding ~~may~~substantial ~~demand~~doubt ~~that~~about ~~any portion or all of~~ the ~~unpaid~~Company’s ~~principal~~ability ~~amount~~to ofcontinue ~~any Advance~~ as ~~well~~a asgoing ~~accrued~~concern. ~~and unpaid~~During ~~interest~~the ~~thereon~~year ~~may~~ended beDecember ~~paid~~31, by2024, ~~shares~~and ofduring ~~Value~~the ~~Exchange~~subsequent ~~Common~~interim ~~Stock~~period inpreceding ~~lieu~~the date of ~~cash payment. In addition~~dismissal, anthere ~~origination~~were ~~fee~~(i) ofno disagreements ~~$100,000~~with ~~will~~Grassi beon ~~owed~~any tomatter ~~the~~of ~~Company~~accounting byprinciples ~~Value~~or ~~Exchange~~practices, tofinancial bestatement ~~paid~~disclosure ~~in cash~~ or ~~shares~~auditing ofscope ~~Value~~or ~~Exchange~~procedure, and ~~Common~~(ii) ~~Stock~~no atreportable ~~the~~events ~~election~~(as ofthat ~~Value~~term ~~Exchange,~~is ~~payable~~defined ~~one~~in ~~month~~Item ~~from~~304(a)(1)(v) ~~the effective date~~ of ~~the~~Regulation ~~Amendment~~S-K).

The ~~Credit~~Company ~~Agreement~~has ~~grants~~requested ~~conversion~~Grassi ~~rights~~ to ~~the~~furnish ~~Company.~~it ~~Each~~with ~~Advance~~a ~~shall~~letter beaddressed ~~convertible,~~to inthe ~~whole~~U.S. orSecurities inand ~~part,~~Exchange ~~into~~Commission ~~shares~~stating ofwhether ~~Value~~it ~~Exchange~~agrees ~~Common~~with ~~Stock~~the atstatements ~~the~~made ~~option~~above ofby the Company. atThe aCompany ~~conversion~~has ~~price~~filed ofthis $0letter as exhibit 16.~~045~~1 ~~per~~to ~~share~~this Current Report on Form 8-K.

InOn ~~the~~July ~~event~~2, ~~that~~2025, the Company ~~elects~~engaged toHTL ~~convert any portion of an Advance into shares of Value Exchange Common Stock in lieu of cash payment in satisfaction of that Advance~~International, ~~Value~~LLC ~~Exchange shall issue to the Company five~~ (~~5) detachable warrants for each share of Value Exchange Common Stock issued (~~“~~Warrants~~HTL”). ~~Each~~as ~~Warrant~~its ~~will~~independent ~~entitle~~registered ~~the~~public ~~Lender to purchase one (1) share of Common Stock at a per-share~~accounting ~~exercise~~firm ~~price~~for ~~equal~~the toCompany’s ~~the~~fiscal ~~Conversion~~year ~~Price~~ending ofDecember $031, 2025.~~045.~~ The ~~exercise~~decision ~~period~~to ofengage ~~each~~HTL ~~Warrant~~was ~~will~~approved beby ~~five~~the ~~(5)~~Company’s ~~years from date of issuance~~Board of ~~the Warrant~~Directors.

~~Our~~During ~~Chairman, Chan Heng Fai, and another member of our Board of Directors, Lum Kan Fai, are both members of~~ the ~~Board~~two ofmost ~~Directors~~recent offiscal ~~Value Exchange.~~years Inand ~~addition~~through ~~to Mr. Chan, three other members of~~ the ~~Board~~Engagement ~~of Directors of our majority stockholder~~Date, ~~Alset Inc., are also members of~~ the ~~Board~~Company ofhas ~~Directors~~not ofconsulted ~~Value~~with ~~Exchange~~HTL ~~(Mr.~~regarding ~~Wong Shui Yeung, Mr. Wong Tat Keung, and Mr. Danny Lim).~~either:

On December 15, 2023, the Company loaned Value Exchange $1,000,000 under the terms of the Convertible Credit Agreement.

1.	The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report was provided to the Company nor oral advice was provided that HTL concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or

2.	Any matter that was either the subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 of Regulation S-K and the related instructions thereto) or a reportable event (as described in paragraph (a)(1)(v) of Item 304 of Regulation S-K).

The foregoing is a summary only and does not purport to be complete. It is qualified in its entirety by reference to the Credit Agreement, a copy of which is filed as Exhibit 10.1 hereto and incorporated by reference herein and the Amendment, a copy of which is filed as Exhibit 10.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibit
Exhibit No.		Description
10.1		Convertible Credit Agreement, dated December 14, 2023.
16.1		Letter from Grassi & Co., CPAs, P.C.
10.2		Amendment Number One to the Convertible Credit Agreement, dated December 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	HAPI METAVERSE INC.
	By:	/s/ Lui Wai Leung, Alan
	Name:	Lui Wai Leung, Alan
	Title:	Chief Financial Officer
Dated: December 20, 2023
Dated: July 2, 2025

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