{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-24-025530","form_type":"8-K","ticker":null,"cik":"0001786511","company_name":"Fresh2 Group Ltd","filed_at":"2024-03-25T23:59:59+00:00","discovered_at":"2026-05-14T18:03:25.532521+00:00","generated_at":"2026-06-04T08:34:48.918056+00:00","sec_items":["1.01","3.02","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"Fresh2 Group issues 138M+ shares to settle warrant obligations; amends prior investment deals","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-24-025530","json":"https://secwatch.observer/filing/0001213900-24-025530.json","markdown":"https://secwatch.observer/filing/0001213900-24-025530.md","text":"https://secwatch.observer/filing/0001213900-24-025530.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/ea0202460-8k_fresh2group.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T08:34:48.918056+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"06f2b3ca7142e498342afc978cce81366924f8af","claim":"Fresh2 Group Ltd amended Amendment No.1 with the investors of the Transactions.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"the investors of the Transactions"}],"fact_type":"material_agreement"},{"claim_id":"1d1c02b5a87098b8b3b64841e981bd9caea448b6","claim":"Fresh2 Group Ltd entered into Share Purchase Agreement with Qin Hong and Danni Zhang (effective 2024-03-13).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Qin Hong and Danni Zhang"},{"label":"Effective","value":"2024-03-13"}],"fact_type":"material_agreement"},{"claim_id":"bc9738d089250279861f6a4189bef8ebf272ad72","claim":"Fresh2 Group Ltd amended Amendment No.2 with Applegreen LLC (effective 2024-03-13).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"amendment"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Applegreen LLC"},{"label":"Effective","value":"2024-03-13"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}