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 8.01. Other Events.
On June 22, 2024, the board of directors of Fresh2 Group Limited (the “Company”) approved a change in the ratio of its American depositary shares (“ADSs”) to its Class A ordinary shares from one (1) ADS representing twenty (20) Class A ordinary shares to one (1) ADS representing two hundred (200) Class A ordinary shares (the “ADS Ratio Change”). The ADS Ratio Change is expected to become effective on or about July 10, 2024 (the “Effective Date”).
For the Company’s ADS holders, the ADS Ratio Change will have the same effect as a one-for-ten reverse ADS split. The Company’s Class A ordinary shares will remain unchanged. On the Effective Date, registered holders of the Company’s ADSs in certificated form must surrender their certificated ADSs to Citibank, N.A., the depositary bank (the “Depositary”), for cancellation. In exchange, they will receive one (1) new ADS in exchange for every ten (10) existing ADSs surrendered. Holders of uncertificated ADSs in the Direct Registration System (DRS) and The Depository Trust Company (DTC) will have their ADSs automatically exchanged and need not take any action. The exchange of every ten (10) then-held (existing) ADSs for one (1) new ADS will occur automatically on the Effective Date, with the existing ADSs being cancelled and new ADSs being issued by the Depositary. The Company’s ADSs will continue to trade on The Nasdaq Capital Market under the ticker symbol “FRES.”
No fractional new ADSs will be issued in connection with the ADS Ratio Change. Instead, fractional entitlements to new ADSs will be aggregated and sold by the Depositary. The net cash proceeds from the sale of the fractional ADS entitlements (after deduction of fees, taxes and expenses) will be distributed to the applicable ADS holders by the Depositary.
As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally. However, the Company cannot assure that the ADS price after the ADS Ratio Change will be equal to or greater than twenty times the ADS price before the change.
On June 24, 2024, the Company issued a press release announcing the effectiveness of the ADS Ratio Change. A copy of this press release is filed herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
| Exhibit No | Document | |
| 99.1 | Press release dated June 24, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: June 26, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
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