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): June ~~May 23~~22, 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
880 Third Ave, Floor 7 NEW YORK, United States		NY 10022
(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

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 3 8.01. ~~Notice~~Other ~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Events.

On ~~May~~June 2322, 2024, the board of directors of Fresh2 Group Limited (the “Company”) ~~received~~approved a ~~delinquency~~change ~~compliance~~in ~~alert notice (~~the ~~“Notice”)~~ratio ~~from the Listing Qualifications Department~~ of ~~The~~its ~~Nasdaq~~American ~~Stock~~depositary ~~Market~~shares ~~LLC~~ (“~~Nasdaq~~ADSs”) ~~advising the Company that due~~ to its ~~failure~~Class toA ~~timely~~ordinary ~~file~~shares ~~its~~from ~~Form~~one ~~10-Q~~(1) ~~for~~ADS ~~the~~representing ~~period~~twenty (20) ~~ended~~Class ~~March~~A ~~31,~~ordinary ~~2024,~~shares ~~with~~to ~~the~~one ~~Securities and Exchange Commission~~ (~~the “SEC”~~1), ~~and~~ADS ~~because~~representing ~~the~~two ~~Company~~hundred ~~remains~~(200) ~~delinquent~~Class inA ~~filing~~ordinary ~~its~~shares ~~Form 10-K for~~ (the ~~fiscal~~“ADS ~~year~~Ratio ~~ended December~~Change”). ~~31,~~The ~~2023,~~ADS itRatio Change is ~~not~~expected into ~~compliance~~become ~~with~~effective ~~Nasdaq’s~~on ~~continued~~or ~~listing~~about ~~requirements~~July ~~under~~10, ~~Nasdaq~~2024 ~~Listing Rule 5250~~(~~c)(1) (~~the “~~Rule~~Effective Date”)~~, which requires the timely filing of all required periodic reports with the SEC~~.

InFor ~~accordance~~the ~~with Nasdaq~~Company’s ~~letter~~ADS ~~dated~~holders, ~~April~~the ~~18,~~ADS ~~2024,~~Ratio ~~Nasdaq~~Change ~~provided~~will have the same effect as a one-for-ten reverse ADS split. The Company’s Class 60A ~~days,~~ordinary orshares ~~until~~will ~~June~~remain ~~17,~~unchanged. ~~2024~~On the Effective Date, toregistered ~~submit~~holders ~~a plan~~of tothe ~~regain~~Company’s ~~compliance~~ADSs ~~with~~in ~~the~~certificated ~~Rule~~form must ~~with~~surrender ~~respect~~their certificated ADSs to ~~delinquent~~Citibank, ~~reports~~N.A., the depositary bank (the “~~Plan~~Depositary”)., ~~The~~for ~~Company~~cancellation. ~~intends~~In toexchange, ~~submit~~they ~~the~~will ~~Plan~~receive toone ~~Nasdaq~~(1) bynew ~~June~~ADS ~~17,~~in ~~2024~~exchange for every ten (10) existing ADSs surrendered. IfHolders ~~Nasdaq~~of ~~accepts~~uncertificated ADSs in the ~~Plan,~~Direct ~~the~~Registration ~~Company~~System ~~may~~(DRS) beand ~~granted~~The anDepository ~~extension~~Trust ofCompany up(DTC) ~~to 180~~will ~~calendar~~have ~~days~~their ~~from~~ADSs ~~the~~automatically ~~original~~exchanged ~~due~~and ~~date~~need not take any action. The exchange of ~~the~~every ~~Form~~ten (10) then-K,held or(existing) ~~until~~ADSs ~~October~~for ~~14,~~one ~~2024,~~(1) tonew ~~regain~~ADS ~~compliance~~will ~~with~~occur ~~the~~automatically ~~Rule.~~on In the Effective ~~event~~Date, with the ~~Plan~~existing isADSs ~~not~~being ~~accepted~~cancelled byand ~~Nasdaq,~~new ADSs being issued by the ~~Company~~Depositary. ~~may~~The ~~appeal~~Company’s ~~that~~ADSs ~~decision~~will continue to atrade on ~~Hearings~~The ~~Panel~~Nasdaq Capital Market under the ticker symbol “FRES.”

OnNo ~~May~~fractional ~~23,~~new ~~2024,~~ADSs ~~the~~will ~~Company~~be issued ain ~~press~~connection ~~release~~with ~~announcing~~ the ~~Company’s~~ADS ~~receipt~~Ratio ofChange. Instead, fractional entitlements to new ADSs will be aggregated and sold by the ~~Notice~~Depositary. AThe ~~copy~~net cash proceeds from the sale of the ~~press~~fractional ~~release~~ADS isentitlements (after deduction of fees, taxes and ~~furnished~~expenses) aswill ~~Exhibit~~be ~~99.1~~distributed to ~~this~~the ~~Current~~applicable ~~Report~~ADS onholders ~~Form~~by ~~8-K~~the Depositary.

~~Item 9~~As a result of the ADS Ratio Change, the ADS price is expected to increase proportionally.~~01.~~ However, the Company cannot assure that the ADS price after the ADS Ratio ~~Financial~~Change ~~Statement~~will ~~and~~be ~~Exhibits~~equal to or greater than twenty times the ADS price before the change.

~~(d)~~On ~~Exhibits~~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.

Exhibit No		Document
99.1		Press release dated May 23, 2024.
104		Cover Page Interactive Data File, formatted in Inline XBRL

Item 9.01. Financial Statement and Exhibits.

1(d) Exhibits.

SIGNATURE

Exhibit No		Document
99.1		Press release dated June 24, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~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.~~1

Dated: May 23, 2024	Fresh2 Group Limited
	By:	/s/ Haohan Xu
	Name:	Haohan Xu
	Title:	Chief Executive Officer

SIGNATURE

2Pursuant 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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