U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

For the month of ~~December~~April ~~2024~~2025

Commission File Number: 001-39137

Fresh2 Group Limited

880 3RD AVE FL 7

NEW YORK, NY 10022-4730

United States

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒ Form 40-F ☐

~~EXPLANATORY~~Resignation ~~NOTE~~of Board Director

OnNew ~~December~~York 20NY, ~~2024~~April 2, 2025 — Fresh2 Group Limited (the “Company”) ~~received~~announced ~~notification from~~the ~~The~~resignation ~~Nasdaq~~of ~~Stock~~Zhijun ~~Market~~ (~~Nasdaq~~Michael) ~~stating~~Liang ~~that~~as ~~the~~a ~~Company’s~~Director ~~securities will be delisted from the Nasdaq Capital Market effective at the open~~ of the ~~market~~board ~~on December 24, 2024. The delisting~~ of ~~the~~directors ~~Company’s securities is a result of~~ (the ~~Company’s failure~~“Board”), toeffective ~~regain~~from ~~compliance~~January ~~with the the Periodic Filing Rule for continued listing~~27, ~~pursuant to Nasdaq’s Listing Rule 5250(c)(1)~~2025.

The Company ~~received~~is ~~a Staff Determination Letter from the Nasdaq on October 16, 2024, indicating that the Company did not comply with Nasdaq’s filing requirements as set forth~~ in ~~Listing Rule 5250(c)(1). On October 23, 2024,~~ the ~~Company~~process ~~requested~~of aevaluating ~~hearing before a Nasdaq Hearings Panel to appeal the delisting determination. The hearing~~candidates ~~was held on December 16, 2024. In the Hearing, the company presented company overview and compliance plan~~ to ~~request~~fill ~~an exception through April 14, 2025, to file~~ the ~~Delayed~~vacancy ~~Reports.~~created ~~The~~by ~~Nasdaq Hearings Panel (“Panel”) has determined to deny the request~~Mr. ~~As a result, trading in the Company~~Michael’s ~~securities~~departure atand ~~Nasdaq~~ will bemake ~~suspended~~further atannouncements ~~the~~as ~~open of trading on December 24, 2024~~appropriate.

The Company expects its securities to trade on the Pink Market.

The Company is committed to filing the delayed reports to demonstrate full compliance with its filing requirements. It has been allocating all necessary and appropriate resources to complete the audit and submit the delayed reports. Once compliance is restored, the Company intends to apply for an uplisting.

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: December 23, 2024	Fresh2 Group Limited
Dated: April 2, 2025	Fresh2 Group Limited
	By:	/s/ ~~Haohan~~Xiaoyu XuLi
	Name:	~~Haohan~~Xiaoyu XuLi
	Title:	Chief ~~Executive~~Financial Officer

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