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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):
April 18, 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 |
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 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On April 18, 2024, Fresh2 Group Limited (the “Company”)
received a delinquency compliance alert notice (the “Notice”) from the Listing Qualifications Department of
The Nasdaq Stock Market LLC (“Nasdaq”) advising the Company that due to the Company’s failure to timely
file its Annual Report on Form 10-K for the fiscal year ended December 31, 2023, with the Securities and Exchange Commission (the “SEC”),
the Company is not in compliance with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1), which requires
the timely filing of all required periodic reports with the SEC.
Nasdaq provided the Company 60 days, or until
June 17, 2024, to submit a plan to regain compliance with the Rule (the “Plan”). The Company intends to submit
its plan of compliance to Nasdaq by June 17, 2024. If Nasdaq accepts the Plan, the Company may be granted an extension of up to 180 calendar
days from the due date of the Form 10-K, or until October 14, 2024, to regain compliance with the Rule. In the event the Plan is not accepted
by Nasdaq, the Company may appeal that decision to a Hearings Panel.
On April 22, 2024, the Company issued a press release announcing the
Company’s receipt of the Notice. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
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: April 22, 2024 |
Fresh2 Group Limited |
|
|
|
By: |
/s/ Haohan Xu |
|
Name: |
Haohan Xu |
|
Title: |
Chief Executive Officer |
2
Exhibit 99.1
Fresh2
Group Ltd. Announces Receipt of a Delinquency Compliance Alert Notice from Nasdaq
New York, NY, April
22, 2024 (GLOBE NEWSWIRE) -- Fresh2 Group Ltd. (NASDAQ: FRES) (“Fresh2” or the “Company”),
a B2B e-commerce and supply chain management company within the restaurant and food industry, today announced that on April 18, 2024,
it received a delinquency compliance alert notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”)
advising the Company that due to the Company’s failure to timely file its Annual Report on Form 10-K for the fiscal year ended
December 31, 2023, with the Securities and Exchange Commission (the “SEC”), the Company is not in compliance
with Nasdaq’s continued listing requirements under Nasdaq Listing Rule 5250(c)(1) (the “Rule”), which
requires the timely filing of all required periodic reports with the SEC.
Nasdaq
provided the Company 60 days to submit a plan to regain compliance with the Rule (the “Plan”). The Company
intends to submit its plan of compliance to Nasdaq by June 17, 2024. If Nasdaq accepts the Plan, the Company may be granted an extension
of 180 calendar days from the due date of the Form 10-K, or until October 14, 2024, to regain compliance with the Rule. In the event
the Plan is not accepted by Nasdaq, the Company may appeal that decision to a Hearings Panel.
About
Fresh2 Group Limited
Fresh2
Group Limited is engaged in the business-to-business e-commerce and supply chain sectors. Committed to helping restaurants lower procurement
costs and improve efficiency, Fresh2 utilizes an advanced supply chain management system. By applying strategic digital technologies
and innovative business models, Fresh2 is driving the online transformation of the restaurant supply industry. Fresh2 aims to refine
restaurant operations, adding significant value to the food industry, and building a global network of restaurateurs in the digital age.
For more information, visit: https://fresh2.co/investors.
For
investor and media inquiries, please contact:
Xiaoyu
Li
Phone:
+1- 917 397 6890
Email:
fayeli@fresh2.co
Safe
Harbor Statement
This
announcement contains forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, formulated in accordance with the ’safe harbor’ provisions of the Private Securities Litigation Reform Act of 1995.
These statements, reflecting the Company’s projections about its future financial and operational performance, employ terms like ’believes,’
‘estimates,’ ‘anticipates,’ ‘expects,’ ‘plans,’ ‘projects,’ ‘intends,’ ‘potential,’ ‘target,’ ‘aim,’ ‘predict,’ ‘outlook,’ ’seek,’ ‘goal,’
‘objective,’ ‘assume,’ ‘contemplate,’ ‘continue,’ ‘positioned,’ ‘forecast,’ ‘likely,’ ‘may,’ ‘could,’ ‘might,’ ‘will,’ ’should,’ ‘approximately,’
and similar expressions to convey the uncertainty of future events or outcomes. These forward-looking statements are based on the Company’s
current expectations, assumptions, and projections, involving judgments about future economic conditions, competitive landscapes, market
dynamics, and business decisions, many of which are inherently challenging to predict accurately and are largely beyond the Company’s
control. Additionally, these statements are subject to a multitude of known and unknown risks, uncertainties, and other variables that
could significantly diverge the Company’s actual results from those depicted in any forward-looking statement. These factors include,
but are not limited to, varying economic conditions, competitive pressures, and regulatory changes. Because of these and other risks,
uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements
speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise
or update publicly any forward-looking statements for any reason.
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