Fresh2 Group issues 16.1M shares to settle $758K in salary and debt via Regulation S

Fresh2 Group Ltd

14 Chinese employees converted $515,416 unpaid salary into 10,966,280 ordinary shares at $0.047/share.
Creditor Shouli Zhang converted $243,292 debt into 5,176,420 ordinary shares at $0.047/share.
Total of 16,142,700 Class A ordinary shares issued on March 19, 2024 under Regulation S exemption.
Shares are restricted and unregistered; issued to non-U.S. persons outside the United States.

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 entered into Debt Conversion Agreement with a creditor of the Company valued at US$243,291.9 (effective 2024-03-19).

Action: entry
Counterparty: a creditor of the Company
Value: US$243,291.9
Effective: 2024-03-19

Exact text from the filing

On March 19, 2024, the Company entered into a debt conversion agreement (the “Debt Conversion Agreement”) with a creditor of the Company, whereby the creditor agreed to convert an outstanding debt of US$243,291.9 into 5,176,420 Ordinary Shares at a conversion price of 0.047 per share.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Fresh2 Group Ltd entered into Salary Conversion Agreement with 14 Chinese employees of the Company or its affiliate valued at US$515,416.20 (effective 2024-03-13).

Action: entry
Counterparty: 14 Chinese employees of the Company or its affiliate
Value: US$515,416.20
Effective: 2024-03-13

Exact text from the filing

From March 13 , 2024 to March 19, 2024, the Company entered into salary conversion agreements (each a “Salary Conversion Agreement”) with each of 14 Chinese employees of the Company or its affiliate, whereby each employee agreed to convert certain unpaid salary in the total amount of US$515,416.20 into 10,966,280 Class A ordinary shares of the Company (the “Ordinary Shares”) at a conversion price of 0.047 per share.

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Source: SEC EDGAR

accession 0001213900-24-025531

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