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): March 22, 2024

Fresh2 Group Limited

(Exact name of registrant as specified in its charter)

British Virgin Islands		001-39137		Not Applicable
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

650 5TH AVE STE 2416

NEW YORK,

United States

NY 10019-6108

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: 917-397-6890

Not Applicable

(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:

☐	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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)		FRES		Nasdaq Capital Market

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 1.01. Entry into a Material Definitive Agreement.

On March 22, 2024, Fresh2 Group Limited (the “Company”) and its subsidiary, Fresh2 Information Inc, entered into an asset purchase agreement with YBB TECHNOLOGY INC., a New Jersey corporation providing Asian food and grocery delivery services as well as operating a food wholesale business (the “Seller”), to acquire the Seller’s food wholesale business, including inventories, account receivables, account payables, equipment, technology platform, intellectual property, books and records, licenses and permits, and other assets related to such business. The aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and (ii) $150,000 in cash. The transaction closed on March 26, 2024.

The foregoing description of the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, the form of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.

Item 2.01. Completion of acquisition or disposition of assets

The disclosure set forth in Item 1.01 above is incorporated herein by reference.

Item 3.02. Unregistered sales of equity securities.

The disclosure set forth in Item 1.01 above is incorporated herein by reference.

Item 9.01. Financial Statement and Exhibits.

(d) Exhibits.

Exhibit No		Document
10.1		Asset Purchase Agreement, dated March 22, 2024
104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

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.

Dated: March 27, 2024	Fresh2 Group Limited

	By:	/s/ Haohan Xu
	Name:	Haohan Xu
	Title:	Chief Executive Officer

Fresh2 Group Ltd 8-K