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.
On March 22, 2024, Fresh2 Group Limited (the “Company”) and its subsidiary, Fresh2 Information Inc, entered into an asset purchase agreement with YBB TECHNOLOGY INC., a New Jersey corporation providing Asian food and grocery delivery services as well as operating a food wholesale business (the “Seller”), to acquire the Seller’s food wholesale business, including inventories, account receivables, account payables, equipment, technology platform, intellectual property, books and records, licenses and permits, and other assets related to such business. The aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and (ii) $150,000 in cash. The transaction closed on March 26, 2024.
The foregoing description of the Asset Purchase 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.
Item 2.01. Completion of acquisition or disposition of assets
The disclosure set forth in Item 1.01 above is 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 | Asset Purchase Agreement, dated March 22, 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 27, 2024 | Fresh2 Group Limited | |
| By: | /s/ Haohan Xu | |
| Name: | Haohan Xu | |
| Title: | Chief Executive Officer | |
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