---
schema_version: "secwatch.filing_event.v1"
accession: "0001213900-24-026601"
form_type: "8-K"
ticker: null
cik: "0001786511"
company_name: "Fresh2 Group Ltd"
filed_at: "2024-03-27T23:59:59+00:00"
generated_at: "2026-06-04T07:18:42.872542+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Fresh2 Group acquires food wholesale business of YBB Technology for $4.65M in stock and cash

## Summary
- Purchase price: 112.5M Class A shares valued at $4.5M ($0.04/share) plus $150K cash.
- Acquired assets include inventories, receivables, payables, equipment, IP, permits, and technology platform.
- Transaction closed on March 26, 2024; shares issued as unregistered securities.
- Seller's shareholders agree to 5-year non-compete and confidentiality; shareholder loans converted to equity.
- Buyer assumes only specified liabilities; seller responsible for undisclosed obligations.

## SEC filing metadata
- accession: 0001213900-24-026601
- form_type: 8-K
- cik: 0001786511
- company_name: Fresh2 Group Ltd
- filed_at: 2024-03-27T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 2.01, 3.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1786511/000121390024026601/0001213900-24-026601-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1786511/000121390024026601/ea0202715-8k_fresh2.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001213900-24-026601
- JSON: https://secwatch.observer/filing/0001213900-24-026601.json
- Plain text: https://secwatch.observer/filing/0001213900-24-026601.txt

## Key facts
- M&A Transactions
  Fresh2 Group Ltd completed an acquisition involving YBB TECHNOLOGY INC. for 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and $150,000 in cash (closed 2024-03-26).
  - Action: acquisition
  - Counterparty: YBB TECHNOLOGY INC.
  - Consideration: 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and $150,000 in cash
  - Closing: 2024-03-26
  source text: technology platform, intellectual property, books and records, licenses and permits, and other assets related to such business. The aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and (ii) $150,000 in cash. The transaction closed on March 26, 2024. The foregoing description of the Asset Purchase
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786511/000121390024026601/0001213900-24-026601-index.htm
- Material Agreements
  Fresh2 Group Ltd entered into Asset Purchase Agreement with YBB TECHNOLOGY INC. valued at aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued a (effective 2024-03-22).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: YBB TECHNOLOGY INC.
  - Value: aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued a
  - Effective: 2024-03-22
  source text: On March 22, 2024, Fresh2 Group Limited (the “Company”) and its subsidiary, Fresh2 Information Inc, entered into an asset purchase agreement with YBB TECHNOLOGY INC., a New Jersey corporation providing Asian food and grocery delivery services as well as operating a food wholesale business (the “Seller”), to acquire the Seller’s food wholesale business, including inventories, account receivables, account payables, equipment, technology platform, intellectual property, books and records, licenses and permits, and other assets related to such business. The aggregate purchase price consists of (i) 112,500,000 Class A ordinary shares of the Company valued at $4,500,000, and (ii) $150,000 in cash.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1786511/000121390024026601/0001213900-24-026601-index.htm

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