U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of August 2023
Commission File Number: 001-39137
Fresh2 Group Limited
650 Fifth Avenue, Suite 2416
New York, NY 10019-6108
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
This Report on Form 6-K is incorporated by reference into the Registrant’s Registration Statements on Form S-8 File Numbers 333-265413 and 333-259748 and our Registration Statement on Form F-3 File Number 333-256630
Explanatory Note
As previously reported, on July 17, 2023, Fresh2 Group Limited (the “Company”) and its subsidiary Fresh2 Technology Inc. (“Fresh2 Technology”) entered into a definitive Share Purchase Agreement with Immensus LLC, Zero2First Capital Limited, Future Capital Tech Pte. Ltd (Singapore), River Hill China Capital Ltd and Roxe Holding Inc (“Roxe”) under which Fresh2 Technology purchased 51% of the common stock of Roxe.
The Company is filing this Report on Form 6-K to submit (i) its unaudited pro forma consolidated combined financial statements for the year ended December 31, 2022, combining the historical consolidated financial statements of the Company and the historical consolidated financial statements of Roxe and (ii) the audited financial statements of Roxe for the years ended December 31, 2022 and 2021.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Fresh2 Group Limited | ||
By: | /s/ Haohan Xu | |
Name: | Haohan Xu | |
Title: | Chief Executive Officer | |
Dated: August 21, 2023 |
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