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.
Salary Conversion Agreement
From March 13,2024 to March 19, 2024, the Company entered into salary conversion agreements (each a “Salary Conversion Agreement”) with each of 14 Chinese employees of the Company or its affiliate, whereby each employee agreed to convert certain unpaid salary in the total amount of US$515,416.20 into 10,966,280 Class A ordinary shares of the Company (the “Ordinary Shares”) at a conversion price of 0.047 per share. Each of the 14 employees resides in China. On March 19, 2024, the Company issued a total of 10,966,280 Ordinary Shares to the 14 employees pursuant to Regulation S.
The foregoing description of the Salary Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, the form of which is filed as Exhibit 10.1 hereto and are incorporated herein by reference.
Debt Conversion Agreement
On March 19, 2024, the Company entered into a debt conversion agreement (the “Debt Conversion Agreement”) with a creditor of the Company, whereby the creditor agreed to convert an outstanding debt of US$243,291.9 into 5,176,420 Ordinary Shares at a conversion price of 0.047 per share. The creditor is a Chinese citizen and resident of China. On March 19, 2024, the Company issued 5,176,420 Ordinary Shares to the creditor pursuant to Regulation S.
The foregoing description of the Debt Conversion Agreement does not purport to be complete and is qualified in its entirety by reference to the agreements, the form of which is filed as Exhibit 10.2 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.
(d) Exhibits.
| Exhibit No | Document | |
| 10.1 | Form of Salary Conversion Agreement | |
| 10.2 | Debt Conversion Agreement, dated March 19, 2024 | |
| 104 | Cover Page Interactive Data File, formatted in Inline XBRL |
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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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