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
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Item 1.01. Entry into a Material Definitive Agreement.
Amendment to the December 2022/January 2023 Agreements
As previously reported, in December 2022 and January 2023, Fresh2 Group Limited (the “Company”) entered into investment agreements with several third party investors, whereby the investors purchased 29,714,279 newly issued Class A ordinary shares (1,485,714 American Depositary Shares or “ADSs”) of the Company at a price of $0.175 per ordinary share or $3.50 per ADS (1:20 ADS-to-share ratio), for a total purchase price of $5.2 million. For each Class A ordinary share purchased, the investors were to receive two warrants with each warrant to purchase one Class A ordinary share at an exercise price of $0.21 per ordinary share (2,971,428 ADS an at exercise price of $4.20 per ADS). The warrants were to be exercisable within 2 years from the date of issuance. On March 8, 2023, two additional third-party investors invested an additional $205,000 under the same terms (collectively referred to as the “Transactions”).
From December 2023 to March 2024, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment No.1”) and a Supplemental Agreement (the “Supplemental Agreement No.1”) with each of the investors of the Transactions, whereby the Company agreed to issue an additional 46,328,557 Class A ordinary shares to the investors and the investors agreed to terminate their rights to receive the warrants. As of the effective date of the Amendments and the Supplemental Agreements, the Company had not issued any warrants to the investors. As of March 19, 2024, the Company had issued all of the additional 46,328,557 Class A ordinary shares to the investors.
The foregoing description of the Amendment No.1 and the Supplemental Agreement No. 1 does not purport to be complete and is qualified in its entirety by reference to the agreements, the forms of which are filed as Exhibit 10.1 and Exhibit 10.2 hereto and are incorporated herein by reference.
Amendment to the June 2023 Agreement
As previously reported, June 2, 2023, the Company entered into an agreement with Applegreen LLC (“Applegreen”), under which Applegreen agreed to purchase 22,000,000 Class A ordinary shares and warrants to purchase 22,000,000 Class A ordinary shares at an aggregate purchase price of US$4.4 million. The warrants are exercisable within 2 years from the date of issuance and have an exercise price of US$4.20. The transaction closed on June 2, 2023 with Applegreen purchasing 19,500,000 Class A ordinary shares and warrants to purchase 19,500,000 Class A ordinary shares for $3.9 million. After the closing, Applegreen transferred the aforesaid shares and warrants to two individual investors, Qin Hong and Danni Zhang.
On March 13, 2024, the Company entered into an amendment to the Applegreen agreement (the “Amendment No.2”) and a Supplemental Agreement (the “Supplemental Agreement No.2”), as well as a Share Purchase Agreement with each of the two investors (the “Share Purchase Agreement”), whereby the Company agreed to issue an additional 91,928,571 Class A ordinary shares to the two investors and the two investors agreed to terminate their rights to receive the warrants. On March 19, 2024, the Company issued the additional 91,928,571 Class A ordinary shares to the two investors. As a result, Qin Hong and Danni Zhang acquired 40,000,000 and 71,428,571 shares of the Company, respectively.
The foregoing description of the Amendment No.2, the Supplemental Agreement No.2, and the Share Purchase Agreements does not purport to be complete and is qualified in its entirety by reference to the agreements, the forms of which are filed as Exhibit 10.3, Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 hereto and are 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.
| Exhibit No | Document | |
| 10.1 | Form of Amendment to Share Purchase Agreement | |
| 10.2 | Form of Supplemental Agreement | |
| 10.3 | Amendment to Share Purchase Agreement, dated March 13, 2024 | |
| 10.4 | Supplemental Agreement, dated March 13, 2024 | |
| 10.5 | Share Purchase Agreement with Qin Hong, dated March 13, 2024 | |
| 10.6 | Share Purchase Agreement with Danni Zhong, dated March 13, 2024 | |
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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 25, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
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