Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 20-F(Mark One)☐REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934OR☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2021.OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934OR☐SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934Date of event requiring this shell company report For the transition period from toCommission file number: 001-40529Missfresh Limited (Exact name of Registrant as specified in its charter)N/A (Translation of Registrant’s name into English)Cayman Islands (Jurisdiction of incorporation or organization)3rd Floor, Block A, Vanke Times CenterNo. 9 Wangjing StreetChaoyang District, Beijing 100016The People’s Republic of China+86 10 8177 3988 (Address of principal executive offices)Zheng Xu, Chief Executive OfficerTelephone: +86 10 8177 3988Email: ir@missfresh.cn3rd Floor, Block A, Vanke Times CenterNo. 9 Wangjing Street, Chaoyang DistrictBeijing 100016The People’s Republic of China (Name, Telephone, Email and/or Facsimile number and Address of Company Contact Person)Securities registered or to be registered pursuant to Section 12(b) of the Act:Title of each class Trading Symbol(s) Name of each exchange on which registeredAmerican depositary shares (one MFThe Nasdaq Stock Market LLC (The American depositary share representing ninety Class B ordinary shares, par value US$0.0001 per share)Nasdaq Global Market)Class B ordinary shares, par value US$0.0001 per share *The Nasdaq Stock Market LLC (The Nasdaq Global Market)*Not for trading, but only in connection with the listing on the Nasdaq Global Market of American depositary shares.Securities registered or to be registered pursuant to Section 12(g) of the Act:None (Title of Class)Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:None (Title of Class)Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report. Table of Contents706,354,477 ordinary shares outstanding (consisting of 86,383,174 Class A ordinary shares and 619,971,303 Class B ordinary shares), par value US$0.0001 per share, as of December 31, 2021.Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ◻ Yes ☒ NoIf this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. ☐ Yes ☒ NoNote – Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☐ Yes ☒ NoIndicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☐ Yes ☒ NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.Large accelerated filer ☐Accelerated filer ☐Non-accelerated filer ☒Emerging growth company ☐If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ☐† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issue