424B5 1 ea185484-424b5_fresh2group.htm PROSPECTUS SUPPLEMENT

Filed Pursuant to Rule 424(b)(5)

Registration No. 333-256630

PROSPECTUS SUPPLEMENT

(To Prospectus dated June 7, 2021)

FRESH2 GROUP LIMITED

$400,000 Convertible Notes

Series C Warrants to Purchase 258,065 American Depositary Shares (ADSs)

Series D Warrants to Purchase 283,688 ADSs

Up to 258,065 ADSs issuable upon conversion of the $400,000 Convertible Notes

Up to 73,510 ADSs issuable in lieu of payment of interest on the $400,000 Convertible Notes

Up to 258,065 ADSs Underlying Series C Warrants

Up to 283,688 ADSs Underlying Series D Warrants

We are offering, in a registered direct offering to an institutional investor: (i) $400,000 principal amount of Convertible Notes (the “Convertible Notes”): (ii) Series C Warrants to purchase up to 258,065 ADSs (the “Series C Warrants”); and (iii) Series D Warrants to purchase up to 283,688 ADSs (the “Series D Warrants”). Each ADS represents 20 Class ‘A’ ordinary shares of our company. The Series C Warrants together with the Series D Warrants are sometimes referred to as the “Warrants”. Such securities are being issued pursuant to this prospectus supplement, the accompanying base prospectus, that certain securities purchase agreement, dated September 22, 2023, by and among the Company and the institutional investor signatory thereto (the “Securities Purchase Agreement”). This prospectus supplement also covers up to: (i) 258,065 ADSs issuable from time to time upon conversion of the Convertible Notes; (ii) 73,510 ADSs issuable in lieu of the payment of interest payable on the Convertible Notes; (iii) 258,065 ADSs issuable upon exercise of the Series C Warrants: and (iv) 283,688 ADSs issuable upon exercise of the Series D Warrants.

No placement agent is involved in this offering.

Our ADSs are listed on the NASDAQ Capital Market under the symbol “FRES”. On September 21, 2023, the closing price of an ADS on the Nasdaq Capital Market was US$1.85.

There is no established trading market for the Convertible Notes or the Warrants, and we do not expect a market to develop. In addition, we do not intend to apply for the listing of the Convertible Notes or the Warrants on any national securities exchange or other trading market. Without an active trading market, the liquidity of such warrants will be limited.

As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary shares held by non-affiliates was approximately US$43.9 million based on 292,187,756 issued and outstanding Class “A’ ordinary shares, of which 212,733,082 Class “A’ ordinary shares are held by non-affiliates, and a per share price of $0.2095 ($4.19 per ADS), which was the highest closing price over the last sixty days on the Nasdaq Capital Market of our ADSs. As of the date of this prospectus supplement, pursuant to General Instruction I.B.5. of Form F-3, the Company has not conducted any transactions in the last 12 months, other than a registered direct offering to certain institutional investors on April 6, 2023, an aggregate of 30,750,000 Class ‘A’ ordinary shares of the Company, represented by (i) 625,000 ADSs, (ii) 125,000 pre-funded warrants to purchase up to an aggregate of 125,000 of our ADSs (iii) warrants to purchase 750,000 ADSs; (iv) 37,500 ADSs issuable upon exercise of warrants issued to the placement agent for the offering.

We are authorized to issue a maximum of 2,400,000,000 Class ‘A’ ordinary shares with a par value of US$0.01 each and 30,000,000 Class ‘B’ ordinary shares with a par value of US$0.01 each. Holders of Class ‘A’ ordinary shares and Class ‘B’ ordinary shares have the same rights, except for voting and conversion rights. Each Class ‘A’ ordinary share is entitled to one vote; and each Class ‘B’ ordinary share is entitled to ten votes and is convertible into one Class ‘A’ ordinary share at any time by the holder thereof. Class ‘A’ ordinary shares are not convertible into Class ‘B’ ordinary shares under any circumstances. As of September 25, 2023 we had 292,187,756 Class ‘A’ ordinary shares issued and outstanding and 3,573,100 Class ‘B’ ordinary shares issued and outstanding. For a more detailed description of the ADSs, the Convertible Notes and Warrants offered hereby, see the section entitled “Description of Securities We Are Offering” beginning on page S-31.

The ADSs offered in this prospectus represent the Class ‘A’ ordinary shares of the Company, a British Virgin Islands company. We are a holding company with no material operations of our own, and conduct substantially all of our operations through our subsidiaries in the United States and the People’s Republic of China (the “PRC”). Our holding company structure with subsidiaries in the PRC involves unique risks to investors. Chinese regulatory authorities could disallow our operating structure, which would likely result in a material change in our operations and/or the value of our ADSs or our other securities, including that it could cause the value of such securities to significantly decline or become worthless.

As of the date of this prospectus, our holding company, Fresh2 Group Limited (“Fresh2”), has not yet been profitable and none of our operating subsidiaries have made any dividend or distributions to Fresh2 or through the intermediate holding companies, or to investors including U.S. investors.

We are a multifaceted company with primary operations in the United States, and our core business is currently focused on the B2B e-commerce and supply chain sectors. We cater predominantly to the restaurant supply and food industry. We have entered into new business sectors recently, including the provision of Blockchain technology to support peer-to-peer online payment programs. We also intend to utilize an EB-5 program to finance the development of a real estate project in South Carolina, which is expected to provide alternative financing for our company’s growth. All of our operations have incurred operating losses and there is no assurance that we will reach profitable operations in the future. See “Risk Factors.”

We are an emerging growth company, as defined in the U.S. Jumpstart Our Business Startups Act of 2012, or the JOBS Act, and, as such, have elected to comply with certain reduced public company reporting requirements.

We face various legal and operational risks and uncertainties related to having a material portion of our operations in China. The PRC government has significant authority to exert influence on the ability of a company with China-based operations, such as ours, to conduct its business, accept foreign investments or list on U.S. or other foreign exchanges. For example, we face risks associated with regulatory approvals of offshore offerings, anti-monopoly regulatory actions, as well as oversight on cybersecurity and data privacy. Such risks could result in a material change in our operations and/or the value of our ADSs or could significantly limit or completely hinder our ability to offer, or continue to offer, our ADSs or our ordinary shares and/or other securities to investors and cause the value of such securities to significantly decline or be worthless. In addition, the PRC government has significant oversight and discretion over the conduct of our business and may intervene with or influence the operations of our business as the government deems appropriate to further regulatory, political and societal goals. The PRC government has recently published new policies that significantly affected certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our activity in China that could adversely affect our business, financial condition and results of operations. Furthermore, the PRC government has recently indicated an intent to exert more oversight and control over overseas securities offerings and other capital markets activities and foreign investment in companies with China-based operations like us. Any such action, once taken by the PRC government, could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or in extreme cases, become worthless.

Our ADSs may be prohibited to trade on a national exchange or “over-the-counter” markets under the Holding Foreign Companies Accountable Act (the “HFCA Act”) if the Public Company Accounting Oversight Board (the “PCAOB”) is unable to inspect our auditors for three consecutive years beginning in 2021. Furthermore, on June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act (the “AHFCAA”), which, if signed into law, would amend the HFCA Act and require the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three consecutive years. Pursuant to the HFCA Act, the PCAOB issued a Determination Report on December 16, 2021 (the “Determination Report”) which found that the PCAOB is unable to inspect or investigate completely registered public accounting firms headquartered in: (1) mainland China, and (2) Hong Kong. In addition, the PCAOB’s report identified the specific registered public accounting firms which are subject to these determinations. On August 26, 2022, a Statement of Protocol was signed by the PCAOB, the CSRC and the Ministry of Finance of the PRC governing inspections and investigations of audit firms based in mainland China and Hong Kong (the “Statement of Protocol”). Pursuant to the Statement of Protocol, the PCAOB conducted inspections on select registered public accounting firms subject to the Determination Report in Hong Kong between September and November 2022. On December 15, 2022, the PCAOB board announced that it has completed the inspections, determined that it had complete access to inspect or investigate completely registered public accounting firms headquartered in mainland China and Hong Kong, and voted to vacate the Determination Report. On December 29, 2022, the Consolidated Appropriations Act, 2023 (the “CAA”) was signed into law by President Biden. The CAA contained, among other things, an identical provision to the AHFCAA, which reduces the number of consecutive non-inspection years required for triggering the prohibitions under the HFCA Act from three years to two. Both our former and current registered public accounting firms, Marcum Asia CPAs LLP and our then independent public accountants, Friedman LLP are headquartered in Manhattan. Marcum Asia CPAs LLP and Friedman LLP as they served as our independent public accountants, are subject to the PCAOB inspections on a regular basis.. Neither Friedman LLP nor Marcum Asia CPAs LLP is headquartered in mainland China or Hong Kong and was not identified in the Determination Report as a firm subject to the PCAOB’s determination. Notwithstanding the foregoing, in the future, if there is any regulatory change or step taken by PRC regulators that does not permit Marcum Asia CPAs LLP to provide audit workpapers to the PCAOB for inspection or investigation, or the PCAOB re-evaluates its determination as a result of any obstruction with the implementation of the Statement of Protocol in the future, you may be deprived of the benefits of such inspection which could result in limitation or restriction to our access to the U.S. capital markets and trading of our securities on a national exchange or “over-the-counter” markets may be prohibited under the HFCA Act.

We believe that there are restrictions on sending money from the PRC to the U.S. Chinese citizens residing in the PRC can make an international transfer up to a daily limit of US$50,000. However, if such a transaction exceeds this amount, the Chinese citizen is required to present proof of current expenditures. Chinese citizens are subject to a cap of purchasing up to US$50,000 in foreign currency at financial institutions each year. Renminbi is not freely convertible into other currencies. As a result, we believe that any restriction on currency exchange may limit the ability of our Chinese customers or investors to remit payment to us. The PRC government imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. Shortages in availability of foreign currency may then restrict the ability of our Chinese customers or investors to remit sufficient foreign currency to our Company. We believe that the PRC government may continue to strengthen its capital controls, and additional restrictions and substantial vetting processes may be instituted by The State Administration of Foreign Exchange of the People’s Republic of China (“SAFE”) for cross-border transactions. Any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi. Aside from the constraints mentioned in the above paragraph, we do not believe there is any further limitation on our ability to transfer cash between us and our investors.

You should read this prospectus supplement and the accompanying base prospectus, and the documents incorporated by reference in this prospectus supplement carefully before you invest.

Investing in our securities involves a high degree of risk. See the information contained under “Risk Factors” on page S-8 of this prospectus supplement and in the related sections noted in the accompanying base prospectus, and in the documents incorporated by reference herein and therein.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

Delivery of the securities being offered pursuant to this prospectus supplement and the accompanying base prospectus is expected to occur on or about September 25, 2023, subject to satisfaction of customary closing conditions.

The date of this prospectus supplement is September 25, 2023

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

		Page
ABOUT THIS PROSPECTUS SUPPLEMENT		S-ii
PROSPECTUS SUPPLEMENT SUMMARY		S-1
THE OFFERING		S-6
RISK FACTORS		S-8
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS		S-18
USE OF PROCEEDS		S-18
DIVIDEND POLICY		S-19
CAPITALIZATION		S-19
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION		S-21
DESCRIPTION OF SECURITIES WE ARE OFFERING		S-31
TAXATION		S-37
PLAN OF DISTRIBUTION		S-43
LEGAL MATTERS		S-44
EXPERTS		S-44
INTERESTS OF EXPERTS AND COUNSEL		S-44
COMMISSION POSITION ON INDEMNIFICATION OF SECURITIES ACT LIABILITIES		S-45
AUTHORIZED REPRESENTATIVE		S-45
WHERE YOU CAN FIND ADDITIONAL INFORMATION		S-45
INCORPORATION OF DOCUMENTS BY REFERENCE		S-46

PROSPECTUS

	Page
ABOUT THIS PROSPECTUS	1
SPECIAL NOTICE REGARDING FORWARD-LOOKING STATEMENTS	3
OUR COMPANY	4
RISK FACTORS	8
CAPITALIZATION	8
USE OF PROCEEDS	8
DIVIDEND POLICY	8
MARKET PRICE	8
DESCRIPTION OF SHARE CAPITAL	9
DESCRIPTION OF AMERICAN DEPOSITARY SHARES	20
DESCRIPTION OF WARRANTS	30
DESCRIPTION OF DEBT SECURITIES AND CONVERTIBLE DEBT SECURITIES	32
DESCRIPTION OF SHARE PURCHASE CONTRACTS AND SHARE PURCHASE UNITS	40
DESCRIPTION OF RIGHTS	41
DESCRIPTION OF UNITS	42
TAXATION	43
PLAN OF DISTRIBUTION	44
ENFORCEABILITY OF CIVIL LIABILITIES	46
MATERIAL CHANGES	48
LEGAL MATTERS	48
EXPERTS	48
INTERESTS OF EXPERTS AND COUNSEL	48
COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	48
EXPENSES	48
WHERE YOU CAN GET MORE INFORMATION	49
INCORPORATION BY REFERENCE	50

S-i

ABOUT THIS PROSPECTUS SUPPLEMENT

This document is in two parts. The first part is the prospectus supplement, which describes the specific terms of this offering of Convertible Notes, Series C Warrants and Series D Warrants and also adds to and updates information contained in the accompanying base prospectus and the documents incorporated by reference into this prospectus supplement and the accompanying base prospectus. The second part is the accompanying base prospectus dated June 7, 2021 included in the registration statement on Form F-3 (No. 333-256630), including the documents incorporated by reference therein, which provides more general information, some of which may not be applicable to this offering.

This prospectus supplement provides specific details regarding the offering of such securities. If the description of the offering varies between this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus or any free writing prospectus provided in connection with this offering. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus and the documents incorporated by reference is accurate only as of their respective dates, regardless of the time of delivery of this prospectus supplement, the accompanying base prospectus or any other offering materials, or any sale of such securities. Our business, financial condition, results of operations and prospects may have changed since those dates. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. Neither this prospectus supplement nor the accompanying base prospectus constitutes an offer, or an invitation on behalf of us to subscribe for and purchase, any of such securities and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation.

It is important for you to read and consider all the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus in making your investment decision.

In this prospectus supplement and the accompanying base prospectus, unless otherwise indicated or unless the context otherwise requires, references to “Fresh2,” “we,” “us,” “our company,” “the Company,” and “our” refers to Fresh2 Group Limited, a British Virgin Islands company (as the context requires), and its subsidiaries:

FINANCIAL STATEMENTS AND CURRENCY PRESENTATION

We prepare our consolidated financial statements in accordance with accounting principles generally accepted in the United States of America. This prospectus supplement contains translations between Renminbi or RMB. The legal currency of the PRC, and U.S. dollars solely for the convenience of the reader. The translations from Renminbi to U.S. dollars and from U.S. dollars to Renminbi in this prospectus supplement were made at a rate of RMB 6.8972 to US$1.00, representing the H.10 statistical release of the Board of Governors of the Federal Reserve System on December 30, 2022. We make no representation that the Renminbi or U.S. dollar amounts referred to in this prospectus supplement could have been or could be converted into U.S. dollars or Renminbi, as the case may be, at any particular rate or at all. On September 15, 2023, the foreign exchange rate published by H.10 statistical release of the Board of Governors of the Federal Reserve System was RMB 7.2744 to US$1.00.

All share and per share information included in this Prospectus Supplement have been adjusted to reflect a ratio change on November 4, 2022, from one ADS representing one Class ‘A’ ordinary share to one ADS representing twenty Class ‘A’ ordinary shares.

S-ii

PROSPECTUS SUPPLEMENT SUMMARY

This prospectus supplement summary highlights selected information included elsewhere in or incorporated by reference into this prospectus supplement and the accompanying base prospectus and does not contain all the information that you should consider before making an investment decision. You should read this entire prospectus supplement and the accompanying base prospectus carefully, including the “Risk Factors” sections and the financial statements and related notes and other information incorporated by reference, before making an investment decision.

Our Company

In late 2022 we began to transition our business to build a comprehensive B2B e-commerce platform with a focus on assisting restaurant owners in selecting Asian food suppliers more efficiently with the ultimate goal of providing one-stop fulfillment services from food sourcing to last-mile delivery. We primarily sources consumables and fresh food items from wholesale distributors, reselling them to restaurants nationwide.

Fresh2 EZ Inc.: a subsidiary based in New York, operates websites and mobile apps targeted at restaurants that buy consumables on these e-commerce platforms. The purchase orders and fulfillment of the purchase orders are handled by our Delaware subsidiary, Fresh2 Technology Inc. (“Fresh2 Technology”).

On July 17, 2023, we and Fresh2 Technology purchased 51% of the common stock of Roxe Holding Inc., a development stage Delaware corporation with several New York based operating subsidiaries. Roxe, which has over than 100 independent contractors and employees, has used Blockchain technology to develop a peer-to-peer online payment program. The Roxe Instant Settlement Network (RISN) has been designed to enable financial institutions to provide cost efficient payments and near instant settlement. ROXE’s technology will enable multi asset payments and instant settlement in any supported currency. At present, Roxe has the ability to support transactions in over 100 countries and support more than 50 currencies and intends to allow users to accept payments in multiple assets. It has signed up 42 financial institutions and other organizations who intend to use ROXE’s technology.

Roxe’s business is designed to support and interact with third party B2B e-commerce businesses to facilitate seamless payment transactions that take place on these platforms, enabling these businesses to achieve near real-time settlement. This interaction is intended to ensure quicker payment processing, reduced transaction fees, and enhanced cash flow for B2B transactions.

Roxe also intends to sign up e-commerce restaurants which could utilize Roxe’s payment technology for more efficient payment processing. Roxe intends to provide these businesses with the option of engaging Roxe to analyze their data points, such as menus, payment systems, and ingredient procurement and offer customized solutions.

On July 27, 2023, Roxe purchased SpeedIn Inc., which is focused on last mile deliveries, utilizing independent contractors. Currently, Speedin provides services on a limited scale to third parties in the District of Columbia, Massachusetts and New Jersey. We intend that SpeedIn will provide this service to all of our company’s subsidiaries in the future.

With a vision to optimize the supply chain behind the restaurant industry, our goal is to pass down cost benefits derived from efficiency to the end consumers. In alignment with this vision, we are gearing up to introduce a consumer food delivery program. This forthcoming initiative will encompass central kitchens, automated cooking machines, and food lockers, enabling customers to order online and conveniently retrieve their freshly cooked meals from designated lockers. The food lockers may also be rented by third party restaurants for their own use. We intend to initially offer this service in Manhattan, New York. This service may initially rely on third party logistic services for last mile deliveries .We intend to eventually use SpeedIn’s services to provide last mile deliveries.

S-1

We recently acquired a 19.64% interest in Nassau Enterprises LLC (“Nassau”), the owner of the Xhome Group Inc, (“XHOME”). Xhome intends to develop, market and sell real estate in Savannah Lakes Village, a planned community located in McCormick County, South Carolina (the “SLV Project”), and to utilize an EB-5 program to finance the development of the SLV project, which is expected to provide alternative financing for our company’s growth. Nassau is currently negotiating with former owner of this property about a payment plan to avoid foreclosure on the pledged interests in all the issued and outstanding membership interests, which together own the SLV Project. To the extent such negotiations are unsuccessful, we may lose our entire investment in this project.

The Company recently sold its early cancer screening and detection business, comprised of (i) Changwei System Technology (Shanghai) Co., LTD. (“Changwei”), a subsidiary based in Shanghai, China, (ii) AnPac Bio-Medical Technology (Lishui) Co., Ltd. (“AnPac Lishui”), a subsidiary based in Lishui, China, (iii) Anpac Technology USA CO., LTD. (“AnPac USA”), a subsidiary based in Pennsylvania and California, and (iv) Changhe Bio-Medical Technology (Yangzhou) Co., Ltd.(“Changhe”), a subsidiary based in Yangzhou, China.

On September 1, 2022, the Company entered into two share purchase agreements with Jiaxing Changxin Enterprise Management, LLP (“Changxin”), and Shanghai Yiyou Investment Management Co., LTD (“Yiyou”), pursuant to which the Company agreed to sell 70% of the shares of Changwei, to Changxin in consideration of $350,000 (RMB2,555,000), and sell the remaining 30% of the shares to Yiyou in consideration of $150,000 (RMB1,095,000). On February 10, 2023, Yiyou entered into a further arrangement with Changxin and Ruoou Ying, pursuant to which a transfer of 29% of Changwei’s shares to Changxin and 1% of the shares to Ruoou Ying was effectuated. The closing took place on June 1, 2023. This transaction was a sale to related parties. Ruoou Ying held the position of Supervisor at Anpac Lishui (as defined below), while Changxin was under the common control of Ruoou Ying and Chris Yu, the Co-Founder and Chairman of the Company.

On July 28, 2023, the Company entered into a Share Purchase Agreement with New-Horizon Bio-Medical Science Co., Ltd. (“New-Horizon”), a Hong Kong company focused on bio-medical technology, under which the Company agreed to sell 100% of the shares of AnPac Lishui, which has experienced significant financial losses in its operations and is not expected to achieve a breakeven point in the immediate future, to New-Horizon in consideration of RMB1.00.

On July 28, 2023, the Company entered into a Share Purchase Agreement with New-Horizon, under which the Company agreed to sell 100% of the shares of AnPac USA, to New-Horizon in consideration of US$1.00. The closing took place simultaneously with the execution of the agreement.

On July 28, 2023, the Company entered into a Share Purchase Agreement with Ningkasai Technology (Shanghai) Co., Ltd. (“Ningkasai”), a PRC high-tech company specialized in nanotechnologies for life science applications, under which the Company agreed to sell 100% of the shares of Changhe, to Ningkasai in consideration of RMB1.00.

Recent Financial Results

We expect to report in the near future our financial results as of June 30, 2023 and for the six months then ended. During the six months ended June 30, 2023, we acquired a number of businesses and disposed of our legacy business of early cancer screening and detection, which was based on a multi-cancer screening and detection test. Our revenues for the six month period of approximately $700,000 does not include the revenues of our legacy cancer screening and detection business. We expect to report a loss of approximately $13.5 million for the six months ended June 30, 2023, which includes a loss of approximately $7.1 million relating to the discontinued operation of our legacy cancer screening and detection business. Impacting our results for the 2023 six month periods were the fees and expenses incurred in connection with our acquisitions.

S-2

Recent Developments

On July 14, 2022, a majority of our shareholders approved written resolutions authorizing (1) the removal of Aidong Chen and Sheng Liu as Directors, the removal of Aidong Chen as Co-Chairman of the Board and Co-Chief Executive Officer of the Company, effective immediately without compensation for loss of office; (2) the re-designation of Chris Chang Yu as (a) Chief Executive Officer of the Company and (b) Chairman of the board of directors of the Company (the “Board, with immediate effect; (3) the removal of Sheng Liu as the chairman of the Nomination Committee of the Board and as a member of the Compensation Committee of the Board, effective immediately, and (4) the appointment of Chris Chang Yu as the chairman of the Nomination Committee of the Board and as a member of the Compensation Committee of the Board.

Effective August 2, 2022 (1) Jiawen Kang was appointed as a member of the Board and a member of the Audit Committee and Nominating Committee, and (2) Yuyang Cui was appointed as) Co-Chairman of the Board and Co-Chief Executive Officer of the Company.

On September 26, 2022, we signed investment agreements with a group of nine institutional and individual investors, who invested US$3.67 million to purchase 36.7 million Class ‘A’ ordinary shares in a private offering. The Company received the payment by November 30, 2022.

On October 3, 2022, we announced changes to our Board composition and management team. Mr. Haohan Xu was appointed as a director, Co-Chairperson of the Board and Co-Chief Executive Officer of the Company. Ms. Xiaoyu Li was appointed as a director and as Co-Chief Financial Officer of the Company. Mr. Tianruo (Robert) Pu was appointed as a director, Chairperson of the Audit Committee and member of the Compensation committee as well as the Nominating and Corporate Governance Committee. Mr. Zhigang (Frank) Zhao was appointed as a director, Chairperson of the Compensation Committee and member of the Audit Committee as well as the Nominating and Corporate Governance Committee. Mr. Honggang (Harvey) Tian was appointed as a director, chairperson of the nominating and corporate governance committee and member of the audit committee as well as compensation committee. In relation to the above appointments, each of Xing Pu, Ren Luo, Jianhua Shao and Guo Feng resigned as director and/or officers of the Company.

On October 18, 2022, we announced that our Board authorized a change in the ratio of the Company’s ADSs to its Class ‘A’ ordinary shares from one (1) ADS representing one (1) Class ‘A’ ordinary share to one (1) ADS representing twenty (20) Class ‘A’ ordinary shares. The change in the ADS ratio became effective on November 4, 2022.

On November 4, 2022, Jiawen Kang resigned as a director and a member of the Audit Committee, Nominating Committee and Corporate Governance Committee of the Company and on November 7, 2022, Yuyang Cui resigned as Co-Chair of the Board and as Co-Chief Executive Officer of the Company.

In December 2022 and January 2023, we signed definitive investment agreements with several third-party investors to sell 29,714,279 Class ‘A’ ordinary shares (1,485,714 ADSs) of the Company at a price of US$0.175 per ordinary share or US$3.5 per ADS, for a total purchase price of $5.2 million. Proceeds of approximately US$ 4.1 million were received by February 8, 2023. Concurrently, for each Class ‘A’ ordinary share purchased, the investors received two warrants with each warrant to purchase one Class ‘A’ ordinary share at an exercise price of $0.21 per ordinary share (2,971,428 ADS an at exercise price of $4.20 per ADS). The warrants are exercisable within 2 years from the date of issuance

On March 31, 2023, we entered into an Asset Purchase Agreement (the “EZ Agreement”) with Easy Hundred Inc. (“Easy Hundred”), a U.S.-based e-commerce company in the foodservice industry, through which we will acquire certain fixed assets of Easy Hundred and Easy Hundred’s intellectual property relating to ez100, 2Supply and 100WAY. Pursuant to the EZ Agreement, we agreed to purchase the intellectual property relating to ez100, 2Supply and 100WAY and certain fixed assets for the consideration of $8,149,595, payable in the form of $730,000 in cash and 17,665,702 Class ‘A’ ordinary shares of the Company. The initial closing of the transaction took place on March 31, 2023.

In March 2023, the Company signed definitive investment agreements with several shareholders, whereby the investors agreed to purchase an aggregate of 16,666,665 Class ‘A’ ordinary shares at a price of US$0.30 per ordinary share or US$6.00 per ADS, for a total purchase price of $5 million. The closing is expected to take place in April 2023.

S-3

On April 26, 2023, the board of directors of the Company approved the change of the Company’s name from AnPac Bio-Medical Science Co., Ltd. to Fresh2 Group Limited.

On May 17, 2023, Mr. Chris Chang Yu resigned as the Co-Chief Executive Officer of the Company, effective immediately.

On June 2, 2023, the Company entered into an agreement with Applegreen LLC, under which Applegreen LLC agreed to purchase 22,000,000 Class A ordinary shares and warrants to purchase 22,000,000 Class A ordinary shares at an aggregate purchase price of US$4.4 million. The warrants are exercisable within 2 years from the date of issuance and have an exercise price of US$4.20. The transaction closed on June 2, 2023.

On May 24th, 2023, the Company, through its subsidiary Foodbase Group Inc. (“Foodbase”) entered into an Interest Purchase Agreement with Mr. Haohan Xu (“Mr. Xu”), the CEO of the Company, and Nassau Enterprises LLC, a Delaware limited liability company (“Nassau”), of which Mr. Xu was the sole member, manager and CEO, whereby Foodbase purchased 19.64% of the membership interests in Nassau from Mr. Xu for One Dollar. The transaction closed on May 24th, 2023. After the closing, Mr. Xu holds 8,036 voting units in Nassau, representing 80.36% of the outstanding membership interests in Nassau. Xhome intends to develop, market and sell real estate in Savannah Lakes Village and to utilize an EB-5 program to finance the development of the SLV Project, which is expected to provide alternative financing for our company’s growth. Nassau is currently negotiating with former owner of this property about a payment plan to avoid foreclosure on the pledged interests in all the issued and outstanding membership interests, which together own the SLV Project. To the extent such negotiations are unsuccessful, we may lose our entire investment in this project.

As of June 30, 2023, the Company was no longer qualified as a Foreign Private Issuer, as defined in Rule 405 of Regulation C under the Securities Act of 1933 and Rule 3b-4 under the Securities Exchange Act of 1934.

On July 17, 2023, the Company and its subsidiary Fresh2 Technology Inc. (“Fresh2 Technology”) entered into a definitive Share Purchase Agreement with Immensus LLC, Zero2First Capital Limited, Future Capital Tech Pte. Ltd (Singapore), River Hill China Capital Ltd (collectively, the “Sellers”) and Roxe Holding Inc (“Roxe”) under which Fresh2 Technology purchased 51% of the common stock of Roxe (the “Roxe Shares”). As consideration for the purchase of the Roxe Shares, the Company issued an aggregate of 110,476,291 Class A Ordinary Shares of the Company to the Sellers, based on Roxe’s valuation of $60 million and the average trading price of the Company’s ADSs for the prior 90 trading days (each ADS represents 20 Class A Ordinary Shares). The closing took place simultaneously with the execution of the Share Purchase Agreement. The Company’s CEO Mr Xu was a significant shareholder of Roxe. As a result of this transaction, Mr. Xu now holds 71,774,679 Class A Ordinary Shares, or 24.6 % of the issued and outstanding shares of the Company.

On July 21, 2023, the Company appointed Mr. Yidong Hu as the Chief Strategy Officer of the Company, effectively immediately.

On July 27, 2023, Roxe entered into a Share Purchase Agreement with SpeedIn INC (“SpeedIn”), a delivery service provider, and its shareholders, under which Roxe agreed to purchase 100% of the shares of SpeedIn from the Sellers. The closing took place simultaneously with the execution of the Share Purchase Agreement.

On August 25, 2023, Mr. Edwards Jinqiu Tang resigned as the Co-Chief Financial Officer of the Fresh2 Group Limited (the “Company”)

Corporate Information

Our principal executive offices are located at 650 Fifth Ave, Suite 2416, New York, NY 10019-6108, United States. Our registered office in the BVI is located at the office of Maples Corporate Services (BVI) Limited at Kingston Chambers, P.O. Box 173, Road Town, Tortola, BVI.

S-4

Investors should submit any inquiries to the address and telephone number of our principal executive offices. Our main website is fresh2.co. The information contained on our website is not a part of this prospectus supplement. Our agent for service of process in the United States is Fresh2 Group Inc., 650 5th Ave Ste 2416, New York, NY 10019-6108, United States.

Below is a chart illustrating our current corporate structure which consists of Fresh2 Group Limited a British Virgin Islands holding company and its subsidiaries:

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THE OFFERING

Convertible Notes Offered by us		Convertible Notes with a principal amount of $400,000, which are convertible into up to an aggregate of 258,065 ADSs. The Convertible Notes are being sold with an original issue discount of 9%. The maturity date of the Convertible Notes is 18 months after the date of issuance. The “Interest Rate” of the Convertible Notes shall be the sum of the Prime Rate plus seven percent (7.0%) per annum, if paid in cash, or (ii) the sum of the Prime Rate plus seven percent (70.0%) per annum (not including any applicable default or penalty rate), if paid in Ordinary Shares; provided that the Ordinary Shares are valued at a 10% discount to the lowest trading price during the ten (10) trading days prior to the time of payment. A holder may convert the Convertible Notes at the option of such Holder at any time on or after the date of issuance of the Convertible Notes. The conversion price is the lower of (i) $1.86 or (ii) the lowest daily VWAP for the 10 Trading Days immediately prior to the applicable conversion date. The number of Ordinary Shares issuable upon conversion is determined by dividing (x) 120% of the conversion amount by (y) the conversion price (the “Conversion Rate”).

Series C Warrants Offered by us		We are also offering Series C Warrants to purchase up to an aggregate of 258,065 ADSs. The warrants are exercisable on or after the date of issuance, and until on or prior to 11:59 p.m., New York time, on the seventh (7th) anniversary of date of issuance. The exercise price shall be 125% of the lower of (i) $1.86 and (ii) the lowest daily VWAP for the 10 trading days prior to the exercise date. This offering also relates to the ADSs issuable upon exercise of the Series C Warrants and to the Class A ordinary shares underlying such ADSs.

Series D Warrants Offered by us		We are also offering Series D Warrants to purchase up to an aggregate of 283,688 ADSs. The warrants are exercisable on or after the date of issuance, and until on or prior to 11:59 p.m., New York time, on the second (2^nd) anniversary of date of issuance. The exercise price shall be the lower of (x) $1.41 and (y) 75.83% of the lowest daily VWAP for the ten (10) trading days immediately prior to the exercise date, subject to adjustment. This offering also relates to the ADSs issuable upon exercise of the Series D Warrants and to the Class A ordinary shares underlying such ADSs.

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The ADSs		Each ADS represents 20 Class ‘A’ ordinary shares, par value US$0.01 per share. The depositary, its custodian or a nominee of the depositary or its custodian will be the holder of the underlying Class ‘A’ ordinary shares represented by the ADSs and you will have the rights as provided in the deposit agreement among us, the depositary and the holders and beneficial owners of the ADSs. We have no plan to declare or pay any dividends in the near future on our ordinary shares. If, however, we pay dividends on our Class ‘A’ ordinary shares, the depositary will pay you the cash dividends and other distributions it receives on our Class ‘A’ ordinary shares after deducting its fees and expenses in accordance with, and subject to, the terms set forth in the deposit agreement. Subject to the terms of the deposit agreement, you may surrender your ADSs to the depositary to withdraw the underlying Class ‘A’ ordinary shares represented by your ADSs. The depositary will charge you a fee for such an exchange. We may amend or terminate the deposit agreement without your consent. If you continue to hold the ADSs after an amendment to the deposit agreement becomes effective, you agree to be bound by the deposit agreement as amended. To better understand the terms of the ADSs, you should carefully read the “Description of American Depositary Shares” section of the accompanying base prospectus. You should also read the deposit agreement, which is an exhibit to the registration statement. of which this prospectus supplement and the accompanying base prospectus form a part.

Use of Proceeds		We estimate that we will receive net proceeds of approximately US$234,000 million from this offering based on the offering price of US364,000 for the Convertible Notes and the accompanying Warrants. We may receive additional proceeds if any Warrants are exercised.

		We intend to use our net proceeds from this offering for, working capital and general corporate purposes. See “Use of Proceeds.”

Listing		Our ADSs are listed on the Nasdaq Capital Market under the symbol “FRES.”

Depositary		Citibank, N.A.

Risk factors		Investing in our securities involves a high degree of risk. Before investing in our securities, you should carefully consider the risk factors described in the section titled “Risk Factors” beginning on page S-8 of this prospectus supplement as well as the risks identified in documents that are incorporated by reference in this prospectus supplement.

(1)

The number of ADSs outstanding immediately before this offering and to be outstanding after this offering is based on ADSs outstanding as of September 22, 2023, but excludes the following as of such date: (a) 799,818 ADSs issuable upon conversion of the Convertible Notes and exercise of the Series C Warrants and Series D Warrants offered hereby, (b) 73,510 ADS issuable in lieu of interest payment on the Convertible Notes, (c) 5,121,071 ADS issuable upon exercise of outstanding warrants, and (d) 898,945 ADSs issuable upon exercise of outstanding options under the Company’s share incentive plans,

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RISK FACTORS

The following are certain risks that should be carefully considered along with the other information contained or incorporated by reference in this prospectus supplement, the accompanying base prospectus, and the documents incorporated by reference, as updated by our subsequent filings under the Exchange Act. Particularly, you should carefully consider the risk factors set forth under the heading “Item 3. Key Information - D. Risk Factors” in our Annual Report, which is incorporated in this prospectus by reference and in the accompanying base prospectus. If any of the following events actually occurs, our business, operating results, prospects, or financial condition could be materially and adversely affected. The risks described below are not the only ones that we face. Additional risks not presently known to us or that we currently deem immaterial may also significantly impair our business operations and could result in a complete loss of your investment.

Risks Related to This Offering and our ADSs

There are doubts about our company’s ability to continue as a going concern.

Our company’s independent auditors have raised doubts about our ability to continue as a going concern. There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or that funds will be available from external sources, such as securities, debt or equity financing or other potential sources. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of new sources of revenues, with interim cash flow deficiencies being addressed through additional financing. We anticipate raising additional funds through public or private financing, securities financing and/or strategic relationships or other arrangements in the near future to support our business operations; however, we may not have commitments from third parties for a sufficient amount of additional capital. We cannot be certain that any such financing will be available to us on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue our operations. Our ability to obtain additional funding will determine if we can continue as a going concern. Failure to secure additional financing in a timely manner and on favorable terms would have a material adverse effect on our financial performance, results of operations and share price and require us to curtail or cease operations, sell off assets, seek protection from creditors through bankruptcy proceedings, or otherwise. Furthermore, additional equity financing may be dilutive to the holders of our shares, and debt financing, if available, may have onerous terms. including restrictive covenants. Any additional financing could have a negative effect on our shareholders.

We have had a history of losses and our ability to grow sales and achieve profitability are unpredictable.

As of December 31, 2022, we had an accumulated deficit of RMB578 million (US$84 million) and incurred net losses of RMB120 million (US$19 million) and RMB104 million (US$15 million) in the year ended December 31, 2021 and 2022, respectively. Our ability to achieve profitable operations depends on many factors, which include:

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successfully implementing our business strategy;

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increasing revenues; and

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controlling costs.

There can be no assurance that we will be able to successfully implement our business plan, meet our challenges and become profitable in the future.

S-8

We may encounter difficulties in realizing the potential financial or strategic benefits of our recent business acquisitions. We expect to make additional acquisitions in the future that could disrupt our operations and harm our operating results.

A significant part of our business strategy is to pursue acquisitions and other initiatives to spot market opportunities and to expand our food delivery and blockchain businesses and to launch our real estate business. No assurance can be given that our recent or future acquisitions will be successful and will not adversely affect our business, operating results, or financial condition. In the future, we may seek to acquire or make strategic investments in complementary businesses, technologies, services or products, or enter into strategic partnerships or alliances with third parties in order to expand our business. Failure to manage and successfully integrate such acquisitions could materially harm our business and operating results. We do not have significant experience in assessing the outcome of our recent acquisitions. Even when an acquired business has previously operated successfully, there can be no assurance that our pre-acquisition due diligence will have identified all possible issues that might arise with respect to such businesses. If we acquire other businesses, we may face difficulties, including:

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Difficulties in integrating the operations, systems, technologies, products, and personnel of the acquired businesses or enterprises;

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Diversion of management’s attention from normal daily operations of the business and the challenges of managing larger and more widespread operations resulting from acquisitions;

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Integrating financial forecasting and controls, procedures and reporting cycles;

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Difficulties in entering markets in which we have no or limited direct prior experience and where competitors in such markets have stronger market positions;

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Insufficient revenue to offset increased expenses associated with acquisitions; and

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The potential loss of key employees, customers, distributors, vendors and other business partners of the companies we acquire following and continuing after announcement of acquisition plans.

The impairment of intangible assets and goodwill arising from our acquisitions could continue to negatively impact affect our net income and shareholders’ equity

When we acquire a business, a substantial portion of the purchase price of the acquisition may be allocated to goodwill and other identifiable intangible assets. The amount of the purchase price which is allocated to goodwill and other intangible assets is determined by the excess of the purchase price over the net identifiable assets acquired. The current accounting standards require that goodwill and intangible assets should be deemed to have indefinite lives, which should be tested for impairment at least annually (or more frequently if impairment indicators arise). Other intangible assets are amortized over their useful lives. For the year ended December 31, 2022, we recorded impairment losses of RMB 20.67 million (US$3.0 million).

Future declines in the results of our acquisitions and other factors could cause us to record an impairment of all or a portion of the relevant goodwill in the future. We may not be able to achieve our business targets for businesses we previously acquired or will acquire in the future, which could result in our incurring additional goodwill and other intangible assets impairment charges. Further declines in our market capitalization increase the risk that we may be required to perform another goodwill impairment analysis, which could result in an impairment of up to the entire balance of our goodwill based on the quantitative assessment performed.

S-9

The Nasdaq Capital Market imposes listing standards on our ADSs that we may not be able to fulfill, thereby leading to a possible delisting of our ADSs.

As a listed Nasdaq Capital Market company, we are subject to rules covering, among other things, certain major corporate transactions, the composition of our Board of Directors and committees thereof, minimum bid price of our ADSs and minimum stockholders equity. In order to comply with the minimum bid price rule, in November 2022 we adopted an ordinary share / ADS ratio change from one (1) Class ‘A’ ordinary being equal to one (1) ADS to 20 Class ‘A’ ordinary shares being equal to one (1) ADS.

On January 13, 2023, the Company received a Staff determination letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company of the Staff’s determination to delist the Company’s securities from The Nasdaq Capital Market due to the Company’s failure to comply with the minimum $2.5 million stockholders’ equity requirement for continued listing on The Nasdaq Capital Market unless the Company timely requests a hearing before a Nasdaq Hearings Panel. The Company timely requested a hearing, which stayed any delisting or suspension action relating to the Company’s American Depositary Shares through the hearing, which took place in March. On March 22, 2023, the Company was notified by the Nasdaq Hearings that the Company’s request for continued listing on The Nasdaq Capital Market was granted, subject to the requirement that the Company demonstrate on or before July 12, 2023 its compliance with the shareholder equity requirement, as outlined in Listing Rule 5550(b)(1) (the “Equity Rule”). The Panel advised that July 12, 2023 represents the full extent of the Panel’s discretion to grant continued listing while the Company is non-compliant. On June 9, 2023, The Nasdaq Stock Market LLC notified the Company that it has determined the Company has regained compliance with the requirements necessary to maintain its listing on The Nasdaq Capital Market, as required by the Hearing Panel’s decision dated March 22, 2023.

Previously in 2022, the Company had received two additional Staff determination letters from the Listing Qualifications Department of Nasdaq notifying the Company of the Staff’s determination to delist the Company’s securities for its failure to comply with the continued listing requirements of the Nasdaq Capital Market. After hearings held with respect to the Staff’s determinations, the Company in each instance received the determination from Nasdaq that it had regained compliance with the requirements to remain listed on The Nasdaq Capital Market.

If our ADSs were to be de-listed, selling our ADSs could be more difficult because smaller quantities of shares would likely be bought and sold, transactions could be delayed, and security analysts’ coverage of us may be reduced. In addition, in the event our ADSs are delisted, broker-dealers have certain regulatory requirements imposed upon them, which may discourage broker-dealers from effecting transactions in our Common Stock, further limiting the liquidity thereof. These factors could result in lower prices for our ADSs and/or limit an investor’s ability to execute a transaction. In addition, a delisting could also greatly impair our ability to raise additional necessary capital through equity or debt financing and could lead to significant dilution to our stockholders caused by our issuing equity in financing or other transactions at a price per share significantly below the then market price.

Raising additional capital will be difficult and may cause dilution to our shareholders and restrict our operations.

We expect to finance our cash needs to fund the operation of our newly acquired businesses and for our working capital. Although we have been able to obtain funding from outside sources in the last year, we cannot be certain that we will be able to continue to do so or to obtain additional financing on favorable terms.

To the extent that we raise additional capital through the sale of equity or convertible debt, our shareholders’ ownership interest will be diluted, and the terms of such securities may include liquidation or other preferences that adversely affect shareholder rights. Debt financing and equity financing, if available, may involve agreements that include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making acquisitions or capital expenditures.

Since our management will have broad discretion in how we use the proceeds from this offering, we may use the proceeds in ways with which you disagree.

Our management will have significant flexibility in applying the net proceeds of this offering. You will be relying on the judgment of our management with regard to the use of those net proceeds, and you will not have the opportunity, as part of your investment decision, to influence how the proceeds are being used. It is possible that the net proceeds will be invested in a way that does not yield a favorable, or any, return for us. The failure of our management to use such funds effectively could have a material adverse effect on our business, financial condition, operating results, and cash flow.

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There is no public market for the Convertible Notes or Warrants being offered in this offering.

There is no established public trading market for the Convertible Notes or Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply to list such securities on any national securities exchange or trading system. Without an active trading market, the liquidity of the Convertible Notes and Warrants will be limited.

You will experience immediate and substantial dilution in the net tangible book value per ADS issuable pursuant to this offering and may experience additional dilution of your investment in the future.

The effective price per ADS issuable pursuant to this offering is substantially higher than the net tangible book value per ADS outstanding prior to this offering. Furthermore, if outstanding warrants are exercised, you could experience further dilution. In addition, we may need to raise additional capital to fund our anticipated level of operations, we may in the future sell substantial amounts of ADSs or securities convertible into or exchangeable for ADSs. These future issuances of equity or equity-linked securities, together with the exercise or conversion of outstanding options, warrants and/or any additional Ordinary Shares or ADSs issued in connection with acquisitions, if any, will likely result in further dilution to investors.

Future sales of our ADSs, whether by us or our shareholders, could cause our ADS price to decline.

If our existing shareholders sell, or indicate an intent to sell, substantial amounts of our ADSs in the public market, the trading price of our ADSs could decline significantly. Similarly, the perception in the public market that our shareholders might sell our ADSs could also depress the market price of our ADSs. A decline in the price of our ADSs might impede our ability to raise capital through the issuance of additional ADSs or other equity securities. In addition, the issuance and sale by us of additional ADSs, or securities convertible into or exercisable for our ADSs, or the perception that we will issue such securities, could reduce the trading price for our ADSs as well as make future sales of equity securities by us less attractive or not feasible. The sale of ADSs issued upon the exercise of our outstanding options and warrants could further dilute the holdings of our then existing shareholders.

As we are a foreign private issuer and are exempt from certain Nasdaq corporate governance standards applicable to U.S. issuers, you have less protection than you would have if we were a domestic issuer.

The Nasdaq listing rules require listed companies to have, among other things, a majority of their board members be independent. As a foreign private issuer, however, we are permitted to, and we will, follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the BVI, does not require a majority of our board to consist of independent directors. Since a majority of our board of directors will not consist of independent directors, fewer board members may be exercising independent judgment and the level of board oversight on the management of our company may decrease as a result. In addition, the Nasdaq listing rules also require U.S. domestic issuers to have a compensation committee, a nominating/corporate governance committee composed entirely of independent directors, and an audit committee with a minimum of three members each of whom must be an independent director (unless any exception under the Nasdaq listing rules applies). We, as a foreign private issuer, are not subject to these requirements, except for the aforesaid independence requirement for audit committee members (unless any exception under the Nasdaq listing rules applies). The Nasdaq listing rules may require shareholder approval for certain corporate matters, such as requiring that shareholders be given the opportunity to vote on all equity compensation plans and material revisions to those plans, and certain issuances of ADSs, Class ‘A’ ordinary shares, or Class B ordinary shares and securities convertible into or exchangeable for ADSs, Class ‘A’ ordinary shares, or Class B ordinary shares. We are not required to and may not comply with the requirements of the Nasdaq listing rules in determining whether shareholder approval is required on such matters. While we have appointed a compensation committee and a nominating and corporate governance committee, we have followed home country practice to not have all members of our compensation committee and nomination and corporate governance committee composed entirely of independent directors. In addition, we may consider following home country practice in lieu of the requirements under the Nasdaq listing rules with respect to certain other corporate governance standards which may afford less protection to investors.

S-11

Risks Related to the Food Distribution and Delivery Business

We are in the early stages of development of our food distribution and delivery business and have limited operating history on which you can base an investment decision.

We were formed in 2010, but recently changed our business focus. We are now focused on growing our food distribution and delivery and blockchain businesses and to launch our real estate business. As a result, we may encounter many expenses, delays, problems, and difficulties that we have not anticipated and for which we have not planned. There can be no assurance that at this time we will successfully develop or acquire a significant customer base, operate profitably, or that we will have adequate working capital to fund our operations or meet our obligations as they become due.

Our recently acquired operations are subject to all of the risks inherent in the initial expenses, challenges, complications, and delays frequently encountered in connection with the formation of any new business. Investors should evaluate an investment in our company in light of the problems and uncertainties frequently encountered by companies attempting to develop new markets. Despite best efforts, we may never overcome these obstacles to achieve financial success. Our business is speculative and dependent upon the implementation of our business plan, as well as our ability to successfully acquire businesses on terms that will be commercially viable for us. There can be no assurance that our efforts will be successful or result in revenue or profit. There is no assurance that we will earn significant revenues or that our investors will not lose their entire investment.

We depend on a limited number of suppliers for food products and consumables

We depend on a limited number of suppliers for food items and consumables. We do not produce any of our own products. We purchase our products from several domestic wholesalers, such as TZ Tray and Young Shine Trading and distribute the products to restaurants. Any disruption in supply could have a material adverse effect on our company. We have little control over the suppliers of the products we distribute. Disruptions in these relationships may reduce our sales and revenues. Overall difficulty of suppliers meeting product demand, interruptions in the supply chain, obstacles or delays in the process of renegotiating or renewing agreements with preferred suppliers, financial difficulties experienced by suppliers and our restaurant and supermarket customers , or the deficiency, lack, or poor quality of alternative suppliers could adversely impact our sales which, in turn, would adversely affect our business and operating results.

Our operations may be adversely affected by failure to maintain or renegotiate distribution, supply or manufacturing agreements on favorable terms.

We have a number of distribution, supply and co-packing agreements for our suppliers and products. These agreements vary depending on the particular supplier and/or product. There can be no assurance that we will be able to renew these agreements on favorable terms or that these agreements will not be terminated. Termination of these agreements or failure to renew these agreements on favorable terms could have a negative effect on our results of operations and financial condition.

Our operating costs are subject to fluctuations which could affect our business results.

The food products and consumables that we distribute are commodities that experience price volatility caused by external conditions such as weather, product scarcity, limited sources of supply, commodity market fluctuations, currency fluctuations, changes in governmental agricultural and energy policies and regulations, and more recently by potential residual COVID-19 supply chain disruption. Commodity price changes may result in unexpected increases in raw material, packaging, and energy costs. Therefore, our success is dependent, in part, on our continued ability to manage these fluctuations through pricing actions, cost savings projects and sourcing decisions.

S-12

Successful customer relationships are vital to our business and continued growth.

We must maintain strong relationships with our existing customers and build relationships with new customers in order to ensure our products are well presented to our consumers and available for purchase in major markets. The strength of our customer relationships also affects our ability to obtain pricing and competitive trade terms. Failure to maintain strong relationships with customers could negatively impact our terms of business with affected customers and reduce the availability of our products to consumers.

Our suppliers are subject to federal, state and local government regulations that could adversely affect our business and financial position.

Virtually all food manufacturing operations are subject to regulation by various federal, state and local government entities and agencies. As producers of food products for human consumption, our suppliers are subject to stringent production, packaging, quality, labeling and distribution standards, including regulations mandated by the Federal Food, Drug and Cosmetic Act, the Food Safety Modernization Act, the FDA, OSHA, the EPA and the USDA. Future regulation by various federal, state or local governmental entities or agencies could, among other things, increase our suppliers’ cost of production, cause them to incur unexpected expenditures or encumber productivity, any of which may adversely affect our business and financial results.

Our operating results may vary quarterly.

Our sales may fluctuate widely from period to period and there is no way to accurately predict that their sales pattern from one year will be repeated in the corresponding period of the next fiscal year. Due to the foregoing factors, in some future quarter our operating results may be below the expectations of investors. In such event, it is likely that the price of our ADSs would be materially adversely affected.

Food safety and food-borne illness incidents may materially adversely affect our business by exposing us to lawsuits, product recalls or regulatory enforcement actions, increasing our operating costs and reducing demand for our product offerings.

Selling and distributing food carries legal and other risks due to increasing governmental scrutiny of and public awareness regarding food safety. Unexpected side effects, illness, injury or death related to allergens, food-borne illnesses or other food safety incidents caused by products we sell, or involving our suppliers could result in the discontinuance of sales of these products or our relationships with such suppliers, or otherwise result in increased operating costs, regulatory enforcement actions or harm to our reputation. Shipment of adulterated or misbranded products can result in criminal or civil liability, and expose us to product liability, negligence or other lawsuits, including consumer class action lawsuits. Any claims brought against us may exceed or be outside the scope of our existing or future insurance coverage, which would impact our cash reserves.

The occurrence of food-borne illnesses or other food safety incidents could also adversely affect the price and availability of affected ingredients, resulting in higher costs, disruptions in supply and a reduction in our sales. Furthermore, food contamination or regulatory noncompliance, whether or not caused by our actions, could compel us, our suppliers, or our customers, to conduct a recall in accordance with FDA regulations, comparable state laws or foreign laws, incurring significant costs, inventory losses, lost sales, and potential damage to our brand and reputation. Recall costs could exceed or be outside the scope of our insurance coverage.

Our industry is characterized by low margins, and periods of significant or prolonged inflation or deflation affect our product costs and may negatively impact our profitability and results of operations.

The foodservice distribution industry is characterized by relatively high inventory turnover with relatively low profit margins. Volatile food costs have a direct impact on our industry. In periods of significant product cost inflation, if we are unable to pass on all or a portion of such product cost increases to our customers in a timely manner, our results of operations would be adversely affected. In addition, periods of rapidly increasing inflation may adversely affect our results of operations due to the impact of such inflation on discretionary spending by consumers and our limited ability to increase prices in the current, highly competitive environment. Conversely, our results of operations may be adversely affected by periods of product cost disinflation and deflation, because we make a significant portion of our sales at prices that are based on the cost of products we sell plus a percentage margin, mark-up or fee per case. As a result, our results of operations may be adversely affected during periods of product cost disinflation and deflation, even though our gross profit percentage may remain relatively constant.

S-13

We may not be able to fully compensate for increases in fuel costs, and fuel hedging arrangements intended to contain fuel costs could result in above market fuel costs, any of which could adversely affect our results of operations.

The cost of fuel affects the prices we pay for products and our delivery expenses. We require significant quantities of fuel for our delivery vehicles and are exposed to the risk associated with market price fluctuations for fuel. The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances as well as other factors outside our control, such as actions by the Organization of the Petroleum Exporting Countries (OPEC) and other oil and gas producers, regional production patterns, weather conditions and environmental concerns. Although we have been able to pass along a portion of increased fuel costs to our customers in the past through, among other things, our fuel surcharge program, we may not be able to do so in the future if fuel costs continue to increase, which may adversely affect our results of operations.

Expanding into new markets and complementary lines of business presents unique challenges and may not be successful, and failure to successfully expand may adversely affect the implementation of our business strategy.

We plan to expand into new markets and establish procurement organizations, which may be adversely affected by political, economic and social conditions beyond our control, public health crises, epidemics and pandemics (such as COVID-19), local laws and customs, and legal and regulatory constraints. Risks also include, among others, the costs and difficulties of identifying and gaining access to local suppliers, suffering possible adverse tax consequences from changes in tax laws or the unfavorable resolution of tax assessments or audits, maintaining product quality and greater difficulty in enforcing intellectual property rights.

We also plan to expand into businesses that are closely related or complementary to, but not currently part of, our core foodservice distribution business, which may be adversely affected by legal and regulatory constraints, including compliance with regulatory programs to which we become subject. Risks also include the costs and difficulties of managing operations outside of our core business, which may require additional skills and competencies, as well as difficulties in identifying and gaining access to suppliers or customers in new markets.

If we fail to comply with requirements imposed by applicable law or other governmental regulations, we could become subject to lawsuits, investigations and other liabilities and restrictions on our operations that could materially adversely affect our business.

We are subject to various federal, state, provincial, regional and local laws, rules and regulations in the countries where we operate, covering aspects of our business such as food safety and sanitation, ethical business practices, transportation, labor practices, immigration, human health and safety. Due to the services we provide in connection with governmentally funded entitlement programs, we are also subject to additional laws and regulations. From time to time, both federal and state governmental agencies conduct audits of various aspects of our operations, as part of investigations of providers of services under governmental contracts, or otherwise. These audits may lead to requests for information. While we strive for compliance with all applicable laws and regulations, we may not always be fully compliant, and keeping up with evolving regulations can be challenging.

If we fail to comply with applicable laws and regulations or encounter disagreements with respect to our contracts subject to governmental regulations, we may be subject to investigations, criminal sanctions or civil remedies, including fines, injunctions, prohibitions on exporting, or seizures or debarments from contracting with such government. The cost of compliance or the consequences of non-compliance, including debarments, could have an adverse effect on our results of operations. In addition, governmental units may introduce regulatory changes that necessitate substantial cost increases to maintain compliance.

S-14

An economic downturn, public health crisis, and/or other factors affecting consumer spending and confidence, may reduce the amount of food prepared away from home, which may adversely affect our business, financial condition and results of operations.

The U.S. foodservice distribution industry is sensitive to national, regional and local economic conditions. An uneven level of general U.S. economic activity, uncertainty in the financial markets, inflation, and supply chain disruptions could have a negative impact on consumer confidence and discretionary spending. A decline in economic activity or the frequency and amount spent by consumers for food prepared away from home, as well as other macroenvironmental factors that could decrease general consumer confidence (including deteriorating economic conditions, heightened volatility in the financial markets, inflationary pressure, an uncertain political environment and supply chain disruptions, such as those the global economy is currently facing), may negatively impact our business, financial condition and results of operations. The extent of any such effects on our business, financial condition and results of operations depends in part on the magnitude and duration of such conditions, which cannot be predicted at this time.

We may be unable to attract or retain a qualified and diverse workforce.

The success of our business depends on our ability to attract, train, develop and retain a highly skilled and diverse workforce. We rely heavily on our front-line associates, particularly warehouse workers and drivers, and any significant shortage of qualified labor amongst our front-line associates could significantly affect our business. A labor shortage or increased employee turnover, caused by general macroeconomic factors, could potentially increase labor costs, reduce our profitability and/or decrease our ability to effectively serve customers. If a material number of our employees are unable to work or terminate their employment, or become ill at one point in time, our business operations may be adversely affected.

Global climate change and legal, regulatory, or market measures to address climate change, may negatively affect our business, operations and financial results.

We face risks associated with the long-term effects of climate change on the global economy and on our industry. Extreme weather and natural disasters like drought, wildfires, storms, changes in ocean currents and flooding, could make it more difficult and costly for us to manufacture and deliver our products to our customers, obtain raw materials from our suppliers, or perform other critical corporate functions. Adverse weather conditions and natural disasters could reduce crop size and crop quality, which could reduce our supplies of raw materials, increase the prices of our raw materials, or disrupt production schedules. In addition, changing customer preferences may result in increased demands regarding packaging materials and other components in our products and their environmental impact. These demands may cause us to incur additional costs or make other operational changes, which could adversely affect our financial results.

Risks Related to Our Recently Acquired Payment Technology Business

Blockchain is a nascent and rapidly changing technology and the use of blockchain technology in the commercial marketplace remains relatively small. The slowing or stopping of the development or acceptance of blockchain technology may adversely affect our business.

Blockchain is an emerging technology that offers new capabilities. The development of blockchain technology is a new and rapidly evolving industry that is subject to a high degree of uncertainty. The utilization of blockchain technology may face criticism for its slow processing speed, poor real-time data processing capacity, burdensome learning costs, and technical risks such as forking, among other things. Most blockchain networks operate based on some form of open-source software, which is not represented, maintained or monitored by an official organization or authority. As a result, it may be easier for third parties to introduce weaknesses or bugs into the core infrastructure elements of the blockchain network. This could result in the corruption of the open-source code which may result in the loss or theft of blockchain assets.

S-15

If we are unable to apply technology effectively in driving value for our customers through blockchain-based solutions, our business could be adversely affected.

Our success depends on our ability to apply our proprietary blockchain technology, Roxe Instant Settlement Network (“RISN”), develop new products and services, and improve the performance and cost-effectiveness of the existing products and services, in each case in ways that address current and anticipated customer requirements, industry needs and future trends. Such success replies on technology effectiveness, functionality, competitive pricing, licensing and integration with existing and emerging technologies. If we fail to keep pace with rapid changes in technology, industry standards, and customer preferences in the blockchain industry, our value proposition could be adversely affected. We may not be successful in anticipating or responding to these developments on a timely and cost-effective basis and our ideas may not be accepted in the marketplace. The effort to gain technological expertise and develop new technologies in our business may require us to incur significant expenses. In addition, RISN may not gain acceptance or recognition in the market which is dominated by more established and conventional technologies, even though we believe RISN is superior to the conventional blockchains. We may be threatened by intensified competition in the market if our competitors invent similar technologies in the future. Any of these events could result in a material adverse effect on our operating results, customer relationships, and business.

Cybersecurity incidents may materially and adversely affect our business.

Security breaches, computer malware and computer hacking attacks have been a prevalent concern since the launch of blockchain technology. Our security system and operational infrastructure may be breached due to the actions of outside parties, error or malfeasance of an employee of ours, or otherwise. Techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and may be designed to remain dormant until a predetermined event. Outside parties may also attempt to fraudulently induce employees of ours to disclose sensitive information in order to gain access to our infrastructure. Any such breach or unauthorized access could result in significant legal and financial exposure, damage to our reputation, and a loss of confidence in the services we provide, which in turn could have an adverse effect on our business.

We may experience operational system failures or interruptions that could materially harm our ability to conduct our operations.

We rely on the capacity, reliability and security of third-party systems and software to support our operations. For example, we employ Amazon Web Services and Alibaba Cloud to process, transmit and store critical information. The systems of third-party providers may experience material interruptions or failures due to a variety of events beyond our control, including but not limited to, natural disasters, telecommunications failures, employee or customer error or misuse, targeted attacks, unauthorized access, fraud, computer viruses, denial of service attacks, terrorism, firewall or encryption failures and other security problems. If any of the systems do not operate properly, are compromised or are disabled, we could suffer adverse impact on our operations.

If one or more competitors obtain patents covering technology critical to the operation of our business, we may infringe on the intellectual property rights of others.

If any third party holds a valid patent covering technology critical to the operation of our business, there can be no assurance that such party would be willing to license such technology at acceptable prices or at all, which could have a material adverse effect on our business, financial condition and results of operations. Due to blockchain’s open-source nature, we may not always be able to determine that we are using or accessing protected information or software. In addition, patent applications are in some cases maintained in secrecy until issuance. The publication of discoveries in scientific or patent literature often lags behind their discovery dates. Because patents can take many years to issue, there may currently be pending applications of which we are unaware that may later result in issued patents that our products infringe.

We could expend significant resources defending against patent infringement and other intellectual property right claims, which could require us to divert resources away from our operations. Any damages we are required to pay or injunctions against our continued use of such intellectual property in resolution of such claims may cause a material adverse effect to our business, financial condition and results of operations.

S-16

Risks Related to our Proposed EB-5 Program

If we are unable to resolve a possible foreclosure action, our proposed EB-5 program may not move forward, and if launched, may not attract investors and may expose us to the risks relating to real estate ownership.

We recently acquired a 19.64% interest in Nassau Enterprises LLC (“Nassau”), the owner of the Xhome Group Inc, (“XHOME”), which is engaged in developing, marketing and selling real estate in Savannah Lakes Village, a planned community located in McCormick County, South Carolina (the “SLV Project”), and to utilize an EB-5 program to finance the development of the SLV project, which is expected to provide alternative financing for our company’s growth. Nassau is currently negotiating with the former owner of property about a payment plan to avoid foreclosure on the pledged interests in all the issued and outstanding membership interests and other equity interests that own the SLV Project. If the negotiations are unsuccessful, we may lose our investment in the project, which would materially impact our financial results and financial position. If we succeed in launching the EB-5 program there can be no assurance that we will be successful in attracting sufficient EB-5 program investors to support our investment in in the SLV Project. In addition, our real estate ownership will subject us to additional risks not applicable to our food distribution-related businesses, including (i) illiquid nature of real estate investments, (ii) adverse changes in economic and market conditions, (iii) compliance with real estate, insurance, zoning, tax, environmental and eminent domain laws, (iv) fluctuations in property values, (v) ongoing capital expenditures to maintain, renovate or upgrade our properties, (vi) mortgage debt risks, including the possibility of default, fluctuating interest rate levels and the availability of replacement financing, (vii) risks associated with the possibility that expense increases will outpace revenue increases and that in the event of an economic downturn, the high proportion of fixed expenses among our costs will make it difficult to reduce our expenses to the extent required to offset declining revenues, (viii) changes in laws and regulations, fiscal policies and zoning ordinances and the related costs of compliance, and (ix) uncontrollable events like war, terrorist attacks and force majeure events, including earthquakes, tornados, hurricanes, fires or floods.

Risks Related to Doing Business in the PRC

Changes in the political and economic policies of the PRC government or in relations between China and the United States or other governments may materially and adversely affect our business, financial condition, and results of operations and may result in our inability to sustain our growth and expansion strategies.

Due to our operations in China, our business, results of operations, financial condition and prospects may be influenced to a significant degree by economic, political, legal and social conditions in the PRC or changes in government relations between China and the United States or other governments. There is significant uncertainty about the future relationship between the United States and China with respect to trade policies, treaties, government regulations and tariffs. China’s economy differs from the economies of other countries in many respects, including with respect to the level of development, growth rate, amount of government involvement, control of foreign exchange and allocation of resources. While China’s economy has experienced significant growth over the past four decades, growth has been uneven across different regions and among various economic sectors. The Chinese government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on us. In addition, in the past the Chinese government implemented certain measures, including interest rate increases, to manage the pace of economic growth and prevent the economy from overheating. These measures may cause decreased economic activity in China, which may adversely affect our business and results of operations.

Additionally, the Chinese government has published new policies that significantly affect certain industries such as the education and internet industries, and we cannot rule out the possibility that it will in the future release regulations or policies regarding our industry that could require us to obtain additional permission from Chinese authorities to continue to operate our business in China, which may adversely affect our business, financial condition and results of operations.

Furthermore, statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in China that are to be conducted in foreign markets.

S-17

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

Substantially all of our business operations are currently conducted in the PRC, under the jurisdiction of the PRC government. Accordingly, our results of operations, financial condition and prospects are subject to a significant degree to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, and control of foreign exchange and allocation of resources. While the PRC economy has experienced significant growth in the past 20 years, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying base prospectus, and our SEC filings that are incorporated by reference into this prospectus supplement contain or incorporate by reference forward-looking statements. All statements contained in this prospectus supplement and the accompanying base prospectus other than statements of historical fact, including statements regarding our future results of operations and financial position, our business strategy and plans, and our objectives for future operations, are forward-looking statements. The words “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” and similar expressions are intended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectations and projections about future events and trends that we believe may affect our financial condition, results of operations, business strategy, short-term and long-term business operations and objectives, and financial needs. These forward-looking statements are subject to a number of risks, uncertainties and assumptions, including those described in the “Risk Factors” sections in this prospectus supplement, the prospectus and documents incorporated herein by reference. Moreover, we operate in a competitive and rapidly changing environment. New risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the future events and trends discussed in this prospectus supplement and the accompanying base prospectus may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.

You should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Except as required by applicable law, we undertake no duty to update any of these forward-looking statements after the date of this prospectus supplement and the accompanying base prospectus or to conform these statements to actual results or revised expectations.

USE OF PROCEEDS

We estimate that we will receive net proceeds from this offering of approximately US$234,000, assuming no exercise of the Series C Warrants and the Series D Warrants issued in connection with this offering. We expect to use the net proceeds for working capital and general corporate purposes. We will only receive additional proceeds from the exercise of the Series C Warrants and Series D Warrants if such warrants are exercised at their respective exercise prices, and the holders of such warrants pay such exercise prices in cash.

The amounts and timing of any expenditures will vary depending on the amount of cash generated by our operations, and the rate of growth, if any, of our business, and our plans and business conditions. The foregoing represents our intentions as of the date of this prospectus supplement based upon our current plans and business conditions to use and allocate the net proceeds of this offering.

However, our management will have significant flexibility and discretion in applying the net proceeds of this offering. Unforeseen events or changed business conditions may result in application of the proceeds of this offering in a manner other than as described in this prospectus supplement.

To the extent that the net proceeds we receive from this offering are not immediately applied for the above purposes, we plan to invest the net proceeds in bank deposits.

S-18

DIVIDEND POLICY

We anticipate that we will retain all available funds and any future earnings, if any, for use in the operation of our business and do not anticipate paying cash dividends in the foreseeable future. Payment of future cash dividends, if any, will be at the discretion of our Board of Directors after taking into account various factors, including our financial condition, operating results, current and anticipated cash needs, the requirements of our current or then-existing debt instruments and other factors our Board of Directors deems relevant.

CAPITALIZATION

The following table sets forth our capitalization as of December 31, 2022:

You should read this capitalization table in conjunction with Use of Proceeds, the financial statements and notes thereto and other financial information incorporated by reference into this prospectus and any prospectus supplement. Our historical results do not necessarily indicate our expected results for any future periods.

(Amounts in thousands of US dollars (“$”), except share and per share data)

	December 31, 2022
	Actual
	$’000
Shareholders’ equity:
Class ‘A’ Ordinary shares (US$0.01 par value per share; 70,000,000 shares authorized, 79,536,589 shares issued and 67,044,306 outstanding as of December 31, 2022) (1)	$	797
Class B Ordinary shares (US$0.01 par value per share; 30,000,000 authorized, 3,573,100 shares issued and outstanding as of December 31, 2022)	$	35
Treasury stock		(1,595	)
Additional paid-in capital	$	81,898
Accumulated deficit	$	(83,735	)
Accumulated other comprehensive loss	$	618
Total Shareholders’ equity (deficit)	$	(1,982	)
Total Capitalization	$	(880	)

(1)

Effective February 17, 2023, our share capital consisted of 2,430,000,000 shares divided into 2,400,000,000 Class ‘A’ ordinary shares with a par value of US$0.01 each and 30,000,000 Class ‘B’ ordinary shares with a par value of US$0.01 each.

Since December 31, 2022, we have issued an aggregate of 225,143,450Class ‘A’ ordinary shares in the following transactions:

On January 25, 2023, we entered into definitive investment agreements with several third-party investors in an investment amount of US$ 5.2 million. The investors agreed to purchase 29,714,279 newly issued Class ‘A’ ordinary shares at a price of US$0.175 per share or US$3.50 per ADS (1:20 ADS-to-share ratio). By March 26, 2023, we received approximately US$ 4.1 million and accordingly issued 26,857,137 Class ‘A’ ordinary shares to those investors.

On January 28, 2023, we entered into an agreement with GISN (HK) LIMITED (“GISN”) to purchase 100% of the issued and outstanding equity interest of GISN in consideration of US$1,700,000, payable in the form of 8,785,530 Class ‘A’ ordinary shares.

S-19

On February 7, 2023, we entered into an agreement with Fresh2 Ecommerce Inc. to purchase 100% of the issued and outstanding equity interest in such company in consideration of US$2,100,000, payable in the form of 5,440,420 Class ‘A’ ordinary shares.

On March 14, 2023 we entered share purchase agreement with a third-party investor. The investor agreed to purchase 600,000 Class ‘A’ ordinary shares at a price of US$0.175 per ordinary share or US$3.50 per ADS (1:20 ADS-to-share ratio). We received gross proceeds of US$ 105,000.

On March 20, 2023, we issued 663,900 Class ‘A’ ordinary shares upon exercise of options.

On March 31, 2023, we entered into an asset purchase agreement to acquire certain fixed assets and intellectual property of Easy Hundred for the consideration of $8,149,595, payable in the form of $730,000 in cash and 17,665,702 Class ‘A’ ordinary shares.

On April 6, 2023, we issued 12,500,000 Class A ordinary shares (represented by 625,000 ADSs) in connection with the 2023 March Financing.

On April 28, 2023, we issued 5,000,000 Class A ordinary shares (represented by 250,000 ADSs) upon the exercise of 250,000 ADS warrants issued in the 2023 March Financing.

On May 11, 2023, we issued 3,500,000 Class A ordinary shares to ST Fortune Group LLC for consultant service provided to us.

On May 18, 2023, we issued 2,584,900 Class A ordinary shares (represented by 129,245 ADSs) upon the exercise of pre-funded warrants.

On May 18, 2023, we issued 2,857,142 Class A ordinary shares to ISYLED TECHNOLOGY LIMITED for its investment of $500,000 in the Company.

On June 16, 2023, we issued 571,428 Class A ordinary shares in consideration of an investment of $100,000 USD in the Company.

On June 2, 2023, we entered into an agreement with Applegreen LLC, under which Applegreen LLC purchased 22,000,000 Class A ordinary shares and warrants to purchase 22,000,000 Class A ordinary shares at an aggregate purchase price of US$4.4 million. The warrants are exercisable within 2 years from the date of issuance and have an exercise price of US$4.20. The transaction closed on June 2, 2023.

On July 13, 2023, we issued 1,641,000 Class A ordinary shares (represented by 82,050 ADSs) upon the exercise of pre-funded warrants by Mr. Doan.

On July 17, 2023, the Company purchased 51% of the common stock of Roxe. As consideration for the purchase of the Roxe Shares, the Company issued an aggregate of 110,476,291 Class A Ordinary Shares of the Company to the Sellers, The Company’s CEO Mr Xu was a significant shareholder of Roxe. As a result of this transaction, Mr. Xu now holds 71,774,679 Class A Ordinary Shares, or % of the issued and outstanding shares of the Company.

On July 21, 2023, we issued 4,000,000 Class A ordinary shares for consultant services provided to the Company.

As of September 11, 2023, we had 292,187,756 Class ‘A’ ordinary shares issued and outstanding, including 1,322,853 Class ‘A’ ordinary shares in an escrow account. As of September 11, 2023, we had 3,573,100 Class ‘B’ ordinary shares issued and outstanding.

S-20

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed financial statements are based upon the historical financial statements of FRESH2 GROUP LIMITED, formerly ANPAC BIO-MEDICAL SCIENCE CO., LTD. (the “Company” or “Fresh2”), adjusted to give effect to the acquisition of Roxe Holding Inc. (“Roxe”) and the sale of its business of providing multi-cancer screening and detection tests, physical checkup packages, and technology services (the “Business”).

On July 17, 2023, Fresh2 entered into a share purchase agreement (the “Purchase Agreement”) with Roxe. Pursuant to the Purchase Agreement, subject to the satisfaction of the conditions to closing, Fresh2 acquired 51% of the issued and outstanding securities of Roxe in consideration of 110,476,291 shares of Fresh2 Class A Ordinary Shares.

On September 1, 2022, the Company entered into two share purchase agreements with Jiaxing Changxin Enterprise Management, LLP (“Changxin”), and Shanghai Yiyou Investment Management Co., LTD (“Yiyou”), pursuant to which the Company agreed to sell 70% of the shares of Changwei System Technology (Shanghai) Co., LTD. (“Changwei”), a subsidiary based in Shanghai, China, to Changxin in consideration of USD350,000 (RMB2,555,000), and sell the remaining 30% of the shares to Yiyou in consideration of USD150,000 (RMB1,095,000). On February 10, 2023, Yiyou entered into a further arrangement with Changxin and Ruoou Ying, pursuant to which a transfer of 29% of Changwei’s shares to Changxin and 1% of the shares to Ruoou Ying was effectuated. The closing took place on June 1, 2023. This transaction was a sale to related parties. Ruoou Ying held the position of Supervisor at Anpac Lishui, while Changxin was under the common control of Ruoou Ying and Chris Yu, the Co-Founder and Chairman of the Company.

On July 28, 2023, the Company entered into an agreement with New-Horizon Bio-Medical Science Co., Ltd. (“New-Horizon”), a company registered in Hong Kong with its business interests and focus in bio-medical technologies, pursuant to which the Company agreed to sell 100% of the shares of AnPac Bio-Medical Technology (Lishui) Co., Ltd., a subsidiary based in Lishui, China which has incurred significant financial losses in its operations and is not expected to reach a breakeven point for a significant period of time, to New-Horizon in consideration of RMB1.00. The closing is expected to take place within 30 days from the execution of the agreement.

On July 28, 2023, the Company entered into a share purchase agreement with New-Horizon, pursuant to which the Company agreed to sell 100% of the shares of Anpac Technology USA CO., LTD., a subsidiary with operations in, Pennsylvania and California, to New-Horizon in consideration of USD1.00. The closing took place simultaneously with the execution of the agreement.

On July 28, 2023, the Company entered into a share purchase agreement with Ningkasai Technology (Shanghai) Co., Ltd. (“Ningkasai”), a high-tech company in the life science applications sector, pursuant to which the Company agreed to sell 100% of the shares of Changhe Bio-Medical Technology (Yangzhou) Co., Ltd., a subsidiary based in Yangzhou, China, to Ningkasai in consideration of RMB1.00. The closing is expected to take place within 30 days from the execution of the agreement. This transaction was a sale to a related party, as Ningkasai qualified as a related party of the Company, being under 99% control by Changxin.

S-21

Pro Forma Presentation

These unaudited pro forma condensed financial statements are derived from, and should be read in conjunction with, the financial statements contained in the Company’s Annual Report on Form 20-F for the year ended December 31, 2022 filed with the United States Securities and Exchange Commission (the “SEC”) on May 16, 2023.The following unaudited pro forma consolidated combined financial statements present the historical consolidated financial statements of Fresh2 and the historical consolidated financial statements of Roxe”), adjusted as if Fresh2 had acquired Roxe as of January 1, 2022 and as further adjusted to give effect to the sale of the Business .

The unaudited pro forma consolidated combined balance sheet combines the historical consolidated balance sheet of Fresh2, the historical consolidated balance sheet of Roxe as of December 31, 2022, giving effect to the acquisition as if it had been consummated on December 31, 2022, and as adjusted to give effect to the sale of the Business as if it had been consummated on December 31, 2022.. The unaudited pro forma consolidated combined statement of operations and comprehensive loss for the year ended December 31, 2022 combines the historical consolidated statement of operations and comprehensive loss of Fresh2 and the historical consolidated statement of operations and comprehensive loss of Roxe, giving effect to the acquisition as if it had been consummated on January 1, 2022, the beginning of the earliest period presented, and as adjusted to give effect to the sale of the Business as if. it had been consummated on January 1, 2022. The transaction accounting adjustments for the sale of the Business remove the assets, liabilities and results of operations of the Business. The adjustments also give effect to the cash proceeds from the sale of the Business, less related transaction costs. Certain of the most significant assumptions are set forth in the Notes to Unaudited Pro Forma Condensed Financial Statements.

The historical consolidated financial statements have been adjusted in the unaudited pro forma consolidated combined financial statements to give pro forma effect to events that are: (1) directly attributable to the acquisition and sale; (2) factually supportable; and (3) with respect to the statement of operations, expected to have a continuing impact on Fresh2’s results following the completion of the acquisition.

The unaudited pro forma consolidated combined financial statements have been developed from and should be read in conjunction with:

	●	The accompanying notes to the unaudited pro forma consolidated combined financial statements;

	●	The historical consolidated financial statements and related notes of Fresh2 as of December 31, 2022, for the year ended December 31, 2022, as well as “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” included in Fresh2’s Annual Report on Form 20-F for the year ended December 31, 2022, which were filed with the Securities and Exchange Commission; and

	●	The historical consolidated financial statements of Roxe as of December 31, 2022 and for the year ended December 31, 2022, which were filed with the SEC in a Form 6-K on August 21, 2023.

We have included the following unaudited pro forma condensed financial information for illustrative and informational purposes. The unaudited pro forma condensed financial information is not intended to reflect what the Company’s financial position and results of operations would have been had the acquisition and the sale of the Business occurred on the dates indicated above; and is not necessarily indicative of the results of operations or financial position that may occur in the future. The pro forma condensed information does not reflect the realization of any expected cost savings, or any impact of the continuing businesses of the Company.

S-22

FRESH2 GROUP LIMITED

(FORMERLY ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

UNAUDITED PRO FORMA CONSOLIDATED COMBINED BALANCE SHEET

As of December 31, 2022

(Amounts in thousands of U.S. dollars (“US$”), except for number of shares and per share data)

	Historical						Pro Forma
	Fresh2 Group Limited and Subsidiaries			ROXE Holdings Inc and Subsidiaries			Pro Forma Adjustment_Roxe Acquisition			Pro Forma Combined			Pro Forma Adjustment_Sale of Business			Pro Forma

ASSETS
Current assets:
Cash and cash equivalents		271			8						279			(269	) b		10
Prepayment		543			52						595			(390	) b		205
Accounts receivable, net		324			52						376			(324	) b		52
Amounts due from related parties, net		318			-						318			1,040	b		1,358
														12,798	a
														(12,798	) g
Inventories, net		30			-						30			(30	) b		-
Other current assets, net		500			109						609			(500	) b		609
														500	e
Total current assets		1,986			221			-			2,207			27			2,234
Digital Assets		-			8						8						8
Property and equipment, net		2,491			2						2,493			(2,491	) b		2
Land use rights, net		161			-						161			(161	) b		-
Intangible assets, net		27			4,197			43,086	a		47,310			(27	) b		47,283
Goodwill		-			-						-						-
Right of use assets		1,046			1,299						2,345			(1,046	) b		1,299
Long-term investments, net		156			-						156			(156	) b		-
Other noncurrent assets, net		-			-						-						-
TOTAL ASSETS.		5,867			5,727			43,086			54,680			(3,854	)		50,826

LIABILITIES AND SHAREHOLDERS’ EQUITY/(DEFICIT)
Current liabilities:
Short-term debts		727			-						727			(725	) c		2
Accounts payable		303			2,104						2,407			(303	) c		2,104
Advances from customers		719			-						719			(719	) c		-
Amounts due to related parties		507			-						507			(201	) c		306
														12,798	a
														(12,798	) c
Lease liability-current		114			303						417			(114	) c		303
Accrued expenses and other current liabilities		3,758			168			105	c		4,031			(2,666	) c		1,369
														4	h
Total current liabilities		6,128			2,575			105			8,808			(4,724	)		4,084
Deferred tax liabilities		-			-						-
Lease liability-non-current		945			1,219						2,164			(945	) c		1,219
Other long-term liabilities		157			-						157			(157	) c		-
TOTAL LIABILITIES.		7,230			3,794			105			11,129			(5,826	)		5,303
Commitments and contingencies

Shareholders’ equity (deficit):
Fresh2
Class A Ordinary shares ((US$0.01 par value per share; 2,400,000,000 shares authorized, 16,604,402 and 79,536,589 shares issued and 16,604,402 and 67,044,306 outstanding as of December 31, 2021 and 2022, respectively)		797						1,105	a		1,902						1,902
Class B Ordinary shares ((US$0.01 par value per share; 30,000,000 authorized, 2,773,100 and 3,573,100 shares issued and outstanding as of December 31, 2021 and 2022)		35									35						35
Roxe
Class A common stock, $0.00002 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding at December 31, 2022 and 2021					-			-	b		-						-
Class B common stock, $0.00002 par value, 240,000,000 shares authorized, 209,005,594 issued and outstanding at December 31, 2022 and 240,000,000 shares authorized, 191,009,122 issued and outstanding at December 31, 2021					4			(4	) b		-						-
Treasury stock(1)		(1,595	)								(1,595	)					(1,595	)
Additional paid-in capital		81,898			10,324			(10,324	) b		103,717						103,717
								21,819	a
Accumulated deficit		(83,735	)		(8,414	)		8,414	b		(81,566	)		15,393	f		(78,975	)
								2,274	a					(4	) g
								(105	) c					(12,798	) h
Accumulated other comprehensive income		618			19			(19	) b		618						618
Total Fresh2 Group Limited shareholders’ deficit		(1,982	)		1,933			23,160			23,111			2,591			25,702
Non-controlling interest		619						19,821	b		20,440			(619	) d		19,821
Total shareholders’ equity (deficit)		(1,363	)		1,933			42,981			43,551			1,972			45,523
											-
TOTAL LIABILITIES AND EQUITY (DEFICIT)		5,867			5,727			43,086			54,680			(3,854	)		50,826

S-23

FRESH2 GROUP LIMITED

(FORMERLY ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the year ended December 31, 2022

(Amounts in thousands of US$, except for number of shares and per share data)

	Historical						Pro Forma
	Fresh2 Group Limited and Subsidiaries			ROXE Holding Inc and Subsidiaries			Pro Forma Adjustments Roxe			Pro Forma Combined			Pro Forma Adjustments Sale of Business			Pro Forma
Revenues:
Cross-border remittance platform services		-			1						1						1
Revenues-third parties		1,428			-						1,428			(1,428	) i		-
Revenues-related parties		318			-						318			(318	) i		-
Total revenues		1,746			1			-			1,747			(1,746	)		1

Cost of revenues		(538	)		(492	)					(1,030	)		538	i		(492	)

Gross Profit		1,208			(491	)		-			717			(1,208	)		(491	)

Operating expenses:
Selling and marketing expenses		(1,762	)		(388	)					(2,150	)		1,260	j		(890	)
Research and development expenses		(1,381	)								(1,381	)		629	j		(752	)
General and administrative expenses		(10,263	)		(5,259	)					(15,522	)		3,402	j		(12,120	)
Professional Service Fee								(105	) e		(105	)		(4	) h		(109	)
Bad Debt Expenses														(12,798	) g		(12,798	)
Impairment of long-term investments		-									-						-
Impairment of intangible assets		(1,147	)								(1,147	)		1,147	j		-
Impairment of goodwill		(1,850	)								(1,850	)		1,850	j		-
Impairment of long-lived assets		-			(1,774	)					(1,774	)					(1,774	)
Loss from operations		(15,195	)		(7,912	)		(105	)		(23,212	)		(5,722	)		(28,934	)

Non-operating income and expenses:
Interest expense, net		(54	)		-						(54	)		50	k		(4	)
Foreign exchange loss, net		(114	)								(114	)		(5	) k		(119	)
Share of net gain (loss) in equity method investments		23									23			(23	) k		-
Other income (expense), net		(9	)		(204	)					(213	)		9	k		(204	)
Bargain purchase gain		-						2,274	d		2,274						2,274
Change in fair value of convertible debt		21									21						21
Gain on disposal											-			15,393	f		15,393
Loss before income taxes		(15,328	)		(8,116	)		2,169			(21,275	)		9,702			(11,573	)
Income tax benefit		309			-						309			(309	) k		-
Net loss		(15,019	)		(8,116	)		2,169			(20,966	)		9,393			(11,573	)
Net loss attributable to noncontrolling interests		(247	)		-						(247	)		247	l		-
Net loss attributable to ordinary shareholders		(14,772	)		(8,116	)		2,169			(20,719	)		9,146			(11,573	)

Loss per share
Class A and B ordinary shares - basic and diluted		(0.39	)								(0.14	)					(0.08	)

Weighted average shares outstanding used in calculating basic and diluted loss per share
Class A and Class B ordinary shares - basic and diluted		38,242,073									148,718,364	f					148,718,364

S-24

FRESH2 GROUP LIMITED

(FORMERLY ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

For the year ended December 31, 2022

(Amounts in thousands of US$, except for number of shares and per share data)

	Historical						Pro Forma
	Fresh2 Group Limited and Subsidiaries			ROXE Holding Inc and Subsidiaries			Pro Forma Adjustments Roxe			Pro Forma Combined			Pro Forma Adjustments Sale of Business			Pro Forma
Revenues:
Cross-border remittance platform services		-			1						1						1
Revenues-third parties		1,428			-						1,428			(1,428	) i		-
Revenues-related parties		318			-						318			(318	) i		-
Total revenues		1,746			1			-			1,747			(1,746	)		1

Cost of revenues		(538	)		(492	)					(1,030	)		538	i		(492	)

Gross Profit		1,208			(491	)		-			717			(1,208	)		(491	)

Operating expenses:
Selling and marketing expenses		(1,762	)		(388	)					(2,150	)		1,260	j		(890	)
Research and development expenses		(1,381	)								(1,381	)		629	j		(752	)
General and administrative expenses		(10,263	)		(5,259	)					(15,522	)		3,402	j		(12,120	)
Professional Service Fee								(105	) e		(105	)		(4	) h		(109	)
Bad Debt Expenses														(12,798	) g		(12,798	)
Impairment of long-term investments		-									-						-
Impairment of intangible assets		(1,147	)								(1,147	)		1,147	j		-
Impairment of goodwill		(1,850	)								(1,850	)		1,850	j		-
Impairment of long-lived assets		-			(1,774	)					(1,774	)					(1,774	)
Loss from operations		(15,195	)		(7,912	)		(105	)		(23,212	)		(5,722	)		(28,934	)

Non-operating income and expenses:
Interest expense, net		(54	)		-						(54	)		50	k		(4	)
Foreign exchange loss, net		(114	)								(114	)		(5	) k		(119	)
Share of net gain (loss) in equity method investments		23									23			(23	) k		-
Other income (expense), net		(9	)		(204	)					(213	)		9	k		(204	)
Bargain purchase gain		-						2,274	d		2,274						2,274
Change in fair value of convertible debt		21									21						21
Gain on disposal											-			15,393	f		15,393
Loss before income taxes		(15,328	)		(8,116	)		2,169			(21,275	)		9,702			(11,573	)
Income tax benefit		309			-						309			(309	) k		-
Net loss		(15,019	)		(8,116	)		2,169			(20,966	)		9,393			(11,573	)
Net loss attributable to noncontrolling interests		(247	)		-						(247	)		247	l		-
Net loss attributable to ordinary shareholders		(14,772	)		(8,116	)		2,169			(20,719	)		9,146			(11,573	)

Loss per share
Class A and B ordinary shares - basic and diluted		(0.39	)								(0.14	)					(0.08	)

Weighted average shares outstanding used in calculating basic and diluted loss per share
Class A and Class B ordinary shares - basic and diluted		38,242,073									148,718,364	f					148,718,364

S-25

FRESH2 GROUP LIMITED

(f/k/a ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

[1] Basis of Pro Forma Presentation

The unaudited pro forma consolidated combined financial statements have been prepared assuming the acquisition is accounted for as a business combination using the acquisition method of accounting under Financial Accounting Standards Board (“FASB”) ASC 805, Business Combinations (“ASC 805”). For business combinations under ASC 805, acquisition-related transaction costs are not included as a component of consideration transferred but are accounted for as expenses in the periods in which such costs are incurred. Acquisition-related transaction costs include valuation, auditing, legal consulting fee and others.

The unaudited pro forma consolidated combined financial statements reflect adjustments, based on available information and certain assumptions that Fresh2 believes are reasonable, attributable to the following:

	●	The acquisition of Roxe, which will be accounted for as a business combination, with Fresh2 identified as the acquirer, and the issuance of shares of Fresh2 Class A Ordinary Shares as acquisition consideration. Fresh2 is considered the accounting acquirer since immediately following the closing: (i) Fresh2 stockholders will own a majority of the voting rights of the combined company; (ii) Fresh2 will designate a majority of the initial members of the board of directors of the combined company; (iii) Fresh2’s senior management will hold the majority of the key positions in senior management of the combined company; and (iv) Fresh2 will continue to maintain its corporate headquarters in New York, New York. Roxe will continue to maintain operations in New York, New York:

	●	The incurrence of acquisition-related expenses;

The pro forma adjustments represent management’s estimates based on information available as of the date of this filing and are subject to change as additional information becomes available and additional analyses are performed. The pro forma financial statements are provided for illustrative purposes only and are not intended to represent what Fresh2’s financial position or results of operations would have been had the acquisition actually been consummated on the assumed dates nor do they purport to project the future operating results or financial position of Fresh2 following the acquisition. The pro forma financial statements do not reflect future events that may occur after the acquisition, including, but not limited to, the anticipated realization of ongoing savings from potential operating efficiencies, cost savings, or economies of scale that Fresh2 may achieve with respect to the combined operations. Specifically, the pro forma statements of operations do not include the synergies expected to be achieved as a result of the acquisition and any associated costs that may be incurred to achieve the identified synergies. Additionally, Fresh2 cannot assure that additional charges will not be incurred in excess of those included in the pro forma additional valuation, auditing, and legal consulting fees of $105,418.40 related to the acquisition, Fresh2’s efforts to achieve operational synergies, or that management will be successful in its efforts to integrate the operations. The pro forma statement of operations also excludes the effects of costs associated with any restructuring and integration activities that may result from the acquisition. Further, the pro forma financial statements do not reflect the effect of any regulatory actions that may impact the results of Fresh2 following the acquisition.

Assumptions and estimates underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with the unaudited pro forma consolidated combined financial statements. In Fresh2’s opinion, all adjustments that are necessary to present fairly the pro forma information have been made. The historical financial statements have been adjusted in the unaudited pro forma consolidated combined financial statements to give effect to the acquisition. These adjustments are directly attributable to the acquisition, factually supportable and, with respect to the unaudited pro forma consolidated combined statements of operations, expected to have a continuing impact on Fresh2 following the acquisition.

S-26

FRESH2 GROUP LIMITED

(f/k/a ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

[2] Pro Forma Adjustments and Assumptions

Pro Forma Adjustments to the Consolidated Balance Sheet as of December 31, 2022:

Reflects the issuance of 110,476,291 shares of Fresh2 Class A Ordinary Shares at a price of $0.208 per share (which is the 1/20 of the close price of ADS of Fresh2 as of the date of the Purchase Agreement) as consideration for acquisition of Roxe and adjustments to state Roxe’s assets acquired and liabilities assumed at fair value. A summary of the consideration paid, and the preliminary fair value of the assets acquired, and liabilities assumed is as follows:

Preliminary consideration:
Fresh2 common stock issued to Roxe shareholders			110,476,291
Issued price			0.208
Total consideration			22,923,830

Preliminary fair value of assets acquired:
Current assets
Cash and cash equivalents			7,653
Accounts receivables, net			52,277
Prepaid expenses			-
Other receivable			85,612
Non-current assets
Digital Assets			6,121
Property and equipment, net			5,860
Intangible assets, net			58,967,000
Right of use assets			1,156,010
Total preliminary fair value of assets acquired			60,280,533

Preliminary fair value of liabilities assumed:
Current liabilities
Accounts payable and accrued expenses			2,072,157
Tax payable			-
Other payables			205,354
Current lease liabilities			314,651
Non-current liabilities
Deferred tax liabilities			11,607,375
Noncurrent lease liabilities			1,062,139
Total preliminary fair value of liabilities assumed			15,261,676
Net Assets acquired and liabilities assumed			45,018,857

Fair Value of 49% NCI			19,821,000

Bargain Purchase Gain			2,274,026

The acquisition consideration is allocated to the acquired assets and assumed liabilities based on their estimated fair values, and any excess is initially allocated to the identifiable intangible asset, a cross-border remittance platform. The purchase price exceeded the fair value of net assets acquired by $43,085,857. The Company allocated the $43,085,857 excess to intangible assets, which will be amortized over 5 years. The calculation of the bargain purchase gain entails the determination of the fair value of net assets, subtracting the fair value of the 49% non-controlling interest, and deducting the consideration paid by the Company. The initial allocation is subject to change upon the final valuation which is to be done at the time of closing. Such a change could have a material impact on the Company’s financial statements.

Represents the elimination of Roxe’s historical equity balances.

S-27

FRESH2 GROUP LIMITED

(f/k/a ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Represents the accrual of $105,418.40 in estimated valuation, auditing, and legal consulting fees that are payable as a result of the acquisition of Roxe, which were not reflected in either Fresh2’s or Roxe’s historical financial statements.

Pro Forma Adjustments to the Consolidated Statement of Operations and Comprehensive Loss for the Year Ended December 31, 2022:

Represents the bargain purchase gain incurred in the acquisition of Roxe. The calculation of the bargain purchase gain entails the determination of the fair value of net assets, subtracting the fair value of the 49% non-controlling interest, and deducting the consideration paid by the Company.

	e.	Represents the accrual of $105,418.40 in estimated valuation, auditing, and legal consulting fees that are payable as a result of the acquisition of Roxe, which were not reflected in either Fresh2’s or Roxe’s historical financial statements.

	f.	The pro forma basic and diluted net loss per common share was computed by dividing pro forma net loss attributable to Fresh2 by the historical weighted average number of shares of common stock outstanding after giving effect to the issuance of 110,476,291 shares of Fresh2 Class A Ordinary Shares in connection with the acquisition of Roxe, as if the issuance had been completed on January 1, 2022.

[3] Unaudited Pro Forma Adjustment Reflects the Following Two Transactions:

Transaction 1:

	DR			CR
Intangible Assets		43,086
Roxe Class A Shares		-
Roxe Class B Shares		4
Additional Paid-in Capital		10,324
Accumulated deficit		(8,414	)
Accumulated other comprehensive income		19
Fresh2 Class A Ordinary Shares					1,105
Additional Paid-in Capital					21,819
Non-controlling Interest					19,821
Bargain Purchase Gain					2,274

The transaction reflects (i) the elimination of Roxe’s historical equity balances; (ii) the issuance of 110,476,291 shares of Fresh2 Class A Ordinary Shares at a price of $0.208 per share as consideration for acquisition of Roxe; (iii) and consideration exceeded the fair value of net assets acquired by $43,085,857, which the Company allocated to the intangible asset, a cross-border remittance platform; (iv) the bargain purchase gain from the acquisition of Roxe.

Transaction 2:

Professional Service Fees			105
Accrued Expenses							105

The transaction reflects the valuation, auditing, and legal consulting fees that are payable as a result of the acquisition of Roxe, which were not reflected in either Fresh2’s or Roxe’s historical financial statements.

S-28

FRESH2 GROUP LIMITED

(f/k/a ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

2. Sale of Business

[4] Unaudited Pro Forma Adjustments and Assumptions

The following pro forma adjustments, related to the sale of the Business, are included in the unaudited pro forma condensed balance sheet and the unaudited pro forma condensed statements of operations.

	a.	Represents the recovery of the intercompany balances between Fresh2 and the disposed entities that are eliminated in the consolidation.

	b.	Represents the transfer of all cash and cash equivalents, prepayments, accounts receivables, amounts due from related parties, inventories, other current assets, property and equipment, land use rights, intangible assets, right-of-use assets, and long-term investments relating to the Business to the Buyers under the terms of the four share purchase agreements.

	c.	Represents the transfer of all short-term debts, accounts payables, advances from customers, amounts due to related parties, lease liabilities, accrued expenses, other current liabilities, and other long-term liabilities relating to the Business to the Buyers under the terms of the four share purchase agreements.

	d.	Represents the transfer of the non-controlling interest relating to the Business to the Buyers under the terms of the applicable share purchase agreements.

	e.	Represents the total cash consideration of $0.5 million paid by the Buyers under the terms of the share purchase agreements entered into on September 18, 2022.

	f.	Represents the gain on sale of the Business, which is calculated as follows:

Preliminary Consideration:
1 RMB for Changhe; 1 RMB for Anpac Lishui; 1 USD for Anpac US; $500,000 for Changwei	500
Total consideration	500

Assets and liabilities of the disposed entities:
Assets
Cash and cash equivalents	269
Prepayment	390
Accounts receivable, net	324
Amounts due from related parties, net	(1,040	)
Inventories, net	30
Other current assets, net	500
Property and equipment, net	2,491
Land use rights, net	161
Intangible assets, net	27
Right of use assets	1,046
Long-term investments, net	156
Total assets, net	4,354
Liabilities
Short-term debts	725
Accounts payable	303
Advance from customers	719
Amounts due to related parties	201
	12,798
Lease liability-current	114
Accrued expenses and other current liabilities	2,666
Deferred tax liabilities	-
Lease liability-non-current	945
Other long-term liabilities	157
Total liabilities	18,628
Non-controlling interest	619
Net assets sold	(14,893	)
Gain on disposal	15,393

Represents the write-off of the intercompany receivables from the disposed entities.

Represents the accrual of RMB 30,000 ($4,350) in legal consulting fees that are payable as a result of the sale of the Business.

Represents the elimination of revenues and cost of revenues directly related to the Business for the periods presented.

Represents the elimination of selling and marketing expenses, research and development expenses, general and administrative expenses, impairment of intangible assets, and impairment of goodwill directly related to the Business for the periods presented.

S-29

FRESH2 GROUP LIMITED

(f/k/a ANPAC BIO-MEDICAL SCIENCE CO., LTD.)

NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS

Represents the elimination of interest expenses, foreign exchange loss, share of net gain in equity method investments, other expenses, and income tax benefit directly related to the Business for the periods presented.

Represents the elimination of net loss attributable to non-controlling interests directly related to the Business for the periods presented.

[5] The unaudited pro forma adjustment reflects the following transactions:

Transaction 1:

	DR		CR
Due from Related Parties		12,798
Due to Related Parties				12,798

The transaction reflects the recovery of the intercompany balances between Fresh2 and the disposed entities that are eliminated in the consolidation. After the disposition, the disposed entities should not be consolidated in accordance with ASC810, as a result, the intercompany balances should not be eliminated.

Transaction 2:

	DR		CR
Short-term debts		725
Accounts payable		303
Advance from customers		719
Amounts due to related parties		201
Amounts due to related parties		12,798
Lease liability-current		114
Accrued expenses and other current liabilities		2,666
Lease liability-non-current		945

SEC Form 424B5 filed by AnPac Bio-Medical Science Co. Ltd.