8-K
filed March 25, 2024, 7:59 PM ET
CIK 0001786511
other material
confidence high
sentiment neutral
materiality 0.60
Fresh2 Group issues 138M+ shares to settle warrant obligations; amends prior investment deals
Fresh2 Group Ltd
- Issued 46.3M Class A ordinary shares to Dec 2022/Jan 2023 investors in exchange for terminating warrant rights.
- Issued 91.9M Class A ordinary shares to Applegreen-related investors (Qin Hong and Danni Zhang) to cancel warrants.
- Total additional shares issued: ~138.3M; warrants were never previously issued and are now forfeited.
- Per form amendment, share price set at $0.07 per share ($1.4 per ADS) for future closings.
- Post-issuance: Qin Hong holds 40M shares, Danni Zhang holds 71.4M shares.
Key facts
Extracted from this filing and checked against the source text.
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Fresh2 Group Ltd amended Amendment No.1 with the investors of the Transactions.
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- the investors of the Transactions
Exact text from the filing
From December 2023 to March 2024, the Company entered into an Amendment to Share Purchase Agreement (the “Amendment No.1”) and a Supplemental Agreement (the “Supplemental Agreement No.1”) with each of the investors of the Transactions, whereby the Company agreed to issue an additional 46,328,557 Class A ordinary shares to the investors and the investors agreed to terminate their rights to receive the warrants.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Fresh2 Group Ltd entered into Share Purchase Agreement with Qin Hong and Danni Zhang (effective 2024-03-13).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Qin Hong and Danni Zhang
- Effective
- 2024-03-13
Exact text from the filing
as well as a Share Purchase Agreement with each of the two investors (the “Share Purchase Agreement”), whereby the Company agreed to issue an additional 91,928,571 Class A ordinary shares to the two investors and the two investors agreed to terminate their rights to receive the warrants.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Fresh2 Group Ltd amended Amendment No.2 with Applegreen LLC (effective 2024-03-13).
- Action
- amendment
- Agreement
- equity purchase
- Counterparty
- Applegreen LLC
- Effective
- 2024-03-13
Exact text from the filing
On March 13, 2024, the Company entered into an amendment to the Applegreen agreement (the “Amendment No.2”) and a Supplemental Agreement (the “Supplemental Agreement No.2”), as well as a Share Purchase Agreement with each of the two investors (the “Share Purchase Agreement”), whereby the Company agreed to issue an additional 91,928,571 Class A ordinary shares to the two investors and the two investors agreed to terminate their rights to receive the warrants.
View on SEC.gov
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