false 0001786511 00-0000000 0001786511 2024-01-31 2024-01-31 0001786511 FRES:AmericanDepositarySharesEachRepresenting20ClassOrdinarySharesParValueUs0.01PerShareMember 2024-01-31 2024-01-31 0001786511 FRES:ClassOrdinaryShareParValueUs0.01PerShareMember 2024-01-31 2024-01-31 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): January 31, 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
Class A ordinary share, par value US$0.01 per share        

 

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 8.01. Other Events.

 

On January 31, 2024, Fresh2 Group Limited (the “Company”) issued a press release announcing the receipt of a deficiency notice (the “Notice”) from The Nasdaq Stock Market informing the Company that it failed to comply with the $1 minimum bid price required for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2).

 

The foregoing description of the Notice does not purport to be complete and is qualified in its entirety by reference to the Notice, the form of which is filed as Exhibit 4.1 hereto and is incorporated herein by reference.

 

Item 9.01. Financial Statement and Exhibits.

 

(d) Exhibits.

 

Exhibit No   Document
99.1   Press Release dated January 31, 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: February 1, 2024 Fresh2 Group Limited
   
  By: /s/ Haohan Xu
  Name:  Haohan Xu
  Title: Chief Executive Officer

 

 

2