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~~April 2718, 2024

Fresh2 Group Limited (Exact name of ~~Company~~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)

~~Company~~Registrant’s telephone number, including ~~area~~ 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 ~~Company~~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 ~~Company~~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 ~~Company~~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 13.01. ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

AsOn ~~previously~~April ~~reported~~18, ~~on September 22~~2024, ~~2023,~~ Fresh2 Group Limited (the “Company”) received ~~entered into~~ a ~~securities~~delinquency ~~purchase~~compliance ~~agreement~~alert notice (the “~~Securities Purchase Agreement~~Notice”) from the Listing Qualifications Department of ~~with~~The anNasdaq ~~institutional~~Stock ~~investor~~Market ~~(the~~LLC (“~~Investor~~Nasdaq”) toadvising ~~purchase~~the ~~(i)~~Company ~~$400,000~~that ofdue ~~its~~to ~~convertible~~the ~~notes~~Company’s ~~and~~failure ~~warrants~~ to ~~purchase~~timely file its ~~American~~Annual ~~Depositary~~Report ~~Shares~~on ~~(“ADSs”)~~Form in10-K afor ~~registered~~the ~~direct~~fiscal ~~offering~~year ended December 31, 2023, with the Securities and Exchange Commission (the “~~First Tranche~~SEC”), the ~~and~~Company ~~(ii)~~is annot ~~additional $1,600,000~~in ofcompliance ~~its~~with ~~convertible~~Nasdaq’s ~~notes~~continued ~~and~~listing ~~warrants~~requirements tounder ~~purchase~~Nasdaq ~~its~~Listing ~~ADSs~~Rule in5250(c)(1), awhich ~~follow-on~~requires the ~~registered~~timely ~~direct~~filing ~~offering.~~of ~~The~~all ~~First~~required ~~Tranche~~periodic ~~closed on~~reports ~~September~~with ~~25,~~the ~~2023~~SEC.

~~Due~~Nasdaq toprovided ~~certain delays,~~ the Company ~~and~~60 ~~the~~days, ~~Investor~~or until ~~entered~~June ~~into~~17, an2024, ~~amendment~~ to ~~the~~submit ~~Securities~~a ~~Purchase~~plan ~~Agreement,~~to ~~under~~regain ~~which~~compliance with the ~~parties~~Rule ~~agreed~~(the to“Plan”). ~~reduce~~The ~~the~~Company ~~second~~intends ~~tranche~~ to ~~(i) $500,000~~submit its plan of ~~convertible~~compliance ~~notes,~~to ~~(ii)~~Nasdaq ~~series~~by CJune ~~warrants~~17, to2024. ~~purchase~~If upNasdaq toaccepts ~~322,581~~the ~~ADSs~~Plan, ~~and~~the ~~(iii)~~Company ~~series~~may Dbe ~~warrants~~granted toan ~~purchase~~extension of up to ~~354,610~~180 ~~ADSs~~calendar ~~(the~~days ~~“Second~~from ~~Tranche”). The parties also agreed that~~ the ~~closing(s)~~due date of the ~~remaining~~Form ~~amount~~10-K, ofor ~~the~~until ~~convertible~~October ~~notes~~14, ~~series C warrants~~2024, ~~and~~to ~~series~~regain Dcompliance ~~warrants~~with ~~would~~the ~~occur~~Rule. onIn the ~~date(s)~~event tothe bePlan ~~mutually~~is ~~agreed~~not ~~upon~~ accepted by usNasdaq, ~~and~~ the ~~Investor~~Company inmay ~~the~~appeal ~~future.~~that ~~The~~decision ~~Second Tranche~~to ~~closed~~a onHearings ~~December 6, 2023~~Panel.

On ~~March~~April 2722, 2024, the Company issued ~~$200,000 of~~a ~~its~~press ~~convertible~~release ~~notes~~announcing (the ~~“Convertible Note”) to the Investor. On the same date, the~~ Company’s ~~issued~~receipt ~~a warrant letter to the Investor, which clarifies that the aggregate exercise price for the ordinary shares~~ of the ~~Company~~Notice. ~~upon~~A ~~the~~copy ~~exercise~~ of the ~~warrants issued~~press byrelease ~~the~~is ~~Company~~furnished ~~in the First Tranche and the Second Tranche shall be calculated~~ as ~~the~~Exhibit ~~quotient~~99.1 ~~obtained~~to bythis ~~dividing~~Current ~~(x)~~Report ~~the~~on ~~aggregate exercise~~Form ~~price of ADSs for such exercise, by (y) twenty (20)~~8-K.

The foregoing description of the Convertible Note and the Warrant Letter does not purport to be complete and is qualified in its entirety by reference to the documents, the form of which are filed as Exhibit 10.1 and 10.2 hereto and are incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation

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		Convertible Note, dated March 27, 2024
99.1		Press release dated April 22, 2024.
10.2		Warrant Letter, dated March 27, 2024
104		Cover Page Interactive Data File, formatted in Inline XBRL

SIGNATURE

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

Dated: April 2, 2024	Fresh2 Group Limited
Dated: April 22, 2024	Fresh2 Group Limited
	By:	/s/ Haohan Xu
	Name:	Haohan Xu
	Title:	Chief Executive Officer

Filing Compare · Fresh2 Group Ltd