false 0001786511 00-0000000 0001786511 2024-01-26 2024-01-26 0001786511 FRES:AmericanDepositarySharesEachRepresenting20ClassOrdinarySharesParValueUs0.01PerShareMember 2024-01-26 2024-01-26 0001786511 FRES:ClassOrdinaryShareParValueUs0.01PerShareMember 2024-01-26 2024-01-26 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 26, 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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On January 26, 2024, Fresh2 Group Limited (the “Company”) received a deficiency notice (the “Notice”) from The Nasdaq Stock Market (“Nasdaq”) 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) based upon the closing bid price of the American Depositary Shares (“ADSs”) of the Company for the 30 consecutive business days prior to the date of the Notice from Nasdaq.

 

Nasdaq’s Notice has no immediate effect on the listing of the Company’s ADSs on The Nasdaq Capital Market. Pursuant to the Notice, the Company has been provided an initial compliance period of 180 calendar days, or until July 24, 2024, to regain compliance with the minimum bid price requirement. To regain compliance, the closing bid price of the ADSs must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 24, 2024.

 

If the Company is unable to regain compliance by July 24, 2024, the Company may be eligible for an additional 180 calendar day compliance period to demonstrate compliance with the bid price requirement. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary. If the Company does not qualify for the second compliance period or fails to regain compliance during the second 180-day period, Nasdaq will notify the Company of its determination to delist the ADSs, at which point the Company would have an opportunity to appeal the delisting determination to a Hearings Panel.

 

The Company intends to monitor the closing bid price of the ADSs and may, if appropriate, consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules.

 

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: January 29, 2024 Fresh2 Group Limited
   
  By: /s/ Haohan Xu
  Name:   Haohan Xu
  Title: Chief Executive Officer

 

 

2

 

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Cover
Jan. 26, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Jan. 26, 2024
Entity File Number 001-39137
Entity Registrant Name Fresh2 Group Limited
Entity Central Index Key 0001786511
Entity Tax Identification Number 00-0000000
Entity Incorporation, State or Country Code D8
Entity Address, Address Line One 650 5TH AVE STE 2416
Entity Address, City or Town NEW YORK
Entity Address, State or Province NY
Entity Address, Postal Zip Code 10019-6108
City Area Code 917
Local Phone Number 397-6890
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)  
Title of 12(b) Security American depositary shares (each representing 20 Class A ordinary shares, par value US$0.01 per share)
Trading Symbol FRES
Security Exchange Name NASDAQ
Class A ordinary share, par value US$0.01 per share  
Title of 12(b) Security Class A ordinary share, par value US$0.01 per share
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