---
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"
generated_at: "2026-06-04T08:34:48.918056+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Fresh2 Group issues 138M+ shares to settle warrant obligations; amends prior investment deals

## Summary
- 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.

## SEC filing metadata
- accession: 0001213900-24-025530
- form_type: 8-K
- cik: 0001786511
- company_name: Fresh2 Group Ltd
- filed_at: 2024-03-25T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.02, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-025530
- JSON: https://secwatch.observer/filing/0001213900-24-025530.json
- Plain text: https://secwatch.observer/filing/0001213900-24-025530.txt

## Key facts
- Material Agreements
  Fresh2 Group Ltd amended Amendment No.1 with the investors of the Transactions.
  - Action: amendment
  - Agreement: equity purchase
  - Counterparty: the investors of the Transactions
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm
- Material Agreements
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1786511/000121390024025530/0001213900-24-025530-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.