UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
| (Exact name of registrant as specified in its charter) |
| Not Applicable | ||||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s
telephone number, including area code:
| 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 | ||
| 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 December 10, 2023, Fresh2 Group Limited (the “Company”) and its subsidiary, Fresh2 Technology Inc (“Fresh2 Technology”), entered into a share purchase agreement with, Youfood Group Inc (“Youfood”), Xiaofan Lin and Shengren Yan (together with Xiaofan Lin, the “Sellers”), under which Fresh2 Technology agreed to purchase all the outstanding shares of Youfood in consideration for 38,333,334 Class A ordinary shares of the Company. This transaction closed on January 2, 2024. A copy of the Share Purchase Agreement is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Asset. |
The
disclosure set forth in Item 1.01 above is incorporated herein by reference.
| Item 8.01. | Other Events. |
On January 4, 2024, the Company issued a press release announcing the closing of the transaction. A copy of the press release if attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statement and Exhibits. |
| Exhibit No | Document | |
| 10.1 | Share Purchase Agreement dated December 10, 2023 | |
| 99.1 | Press Release dated January 4, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: January 29, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
2