安派科美股招股说明书(2023-12-06版)

FRESH2GROUPLIMITED $500,000 Convertible NotesSeries C Warrants to Purchase 322,581 American Depositary Shares (ADSs)Series D Warrants to Purchase 354,610 ADSsUp to 322,581 ADSs issuable upon conversion of the $500,000 Convertible NotesUp to 91,888 ADSs issuable in lieu of payment of interest on the $500,000 Convertible NotesUp to 322,581 ADSs Underlying Series C WarrantsUp to 354,610 ADSs Underlying Series D Warrants We are offering, in a registered direct offering to an institutional investor: (i) $500,000 principal amount ofConvertible Notes (the “Convertible Notes”): (ii) Series C Warrants to purchase up to 322,581 ADSs (the“Series C Warrants”); and (iii) Series D Warrants to purchase up to 354,610 ADSs (the “Series DWarrants”). Each ADS represents 20 Class ‘A’ ordinary shares of our company. The Series C Warrantstogether with the Series D Warrants are sometimes referred to as the “Warrants”. Such securities are beingissued pursuant to this prospectus supplement, the accompanying baseprospectus, that certain securitiespurchase agreement, dated September 22, 2023, by and among the Company and the institutional investorsignatory thereto (the “Securities Purchase Agreement”). This prospectus supplement also covers up to: (i)322,581 ADSs issuable from time to time upon conversion of the Convertible Notes; (ii) 91,888 ADSsissuable in lieu of the payment of interest payable on the Convertible Notes; (iii) 322,581 ADSs issuableupon exercise of the Series C Warrants: and (iv) 354,610 ADSs issuable upon exercise of the Series DWarrants. No placement agent is involved in this offering. Our ADSs are listed on the NASDAQ Capital Market under the symbol “FRES”. On December 4, 2023,the closing price of an ADS on the Nasdaq Capital Market was US$1.08. There is no established trading market for the Convertible Notes or the Warrants, and we do not expect amarket to develop. In addition, we do not intend to apply for the listing of the Convertible Notes or theWarrants on any national securities exchange or other trading market. Without an active trading market, theliquidity of such warrants will be limited. As of the date of this prospectus supplement, the aggregate market value of our outstanding ordinary sharesheld by non-affiliates was approximately US$29.97 million based on 475,168,103 issued and outstandingClass “A’ ordinary shares, of which 376,999,144 Class “A’ ordinary shares are held by non-affiliates, and aper share price of $0.0795 ($1.59 per ADS), which was the highest closing price over the last sixty days onthe Nasdaq Capital Market of our ADSs. As of the date of this prospectus supplement, pursuant to GeneralInstruction I.B.5. of Form F-3, the Company has not conducted any transactions in the last 12 months, otherthan: (a) a registered direct offering to certain institutional investors on April 6, 2023 of an aggregate of30,750,000 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 750,000ADSs; (iv) 37,500 ADSs issuable upon exercise of warrants issued to the placement agent for the offering;and (b) a registered direct offering to an institutional investor on September 25, 2023 of (i) $400,000 principal amount of convertible notes, (ii) Series C Warrants to purchase up to 258,065 ADSs; and (iii)Series D Warrants to purchase up to 283,688 ADSs. We are authorized to issue a maximum of 2,400,000,000 Class ‘A’ ordinary shares with a par value ofUS$0.01 each and 30,000,000 Class ‘B’ ordinary shares with a par value of US$0.01 each. Holders ofClass ‘A’ ordinary shares and Class ‘B’ ordinary shares have the same rights, except for voting andconversion rights. Each Class ‘A’ ordinary share is entitled to one vote; and each Class ‘B’ ordinary shareis entitled to ten votes and is convertible into one Class ‘A’ ordinary share at any time by the holderthereof.Class‘A’ordinary shares are not convertible into Class‘B’ordinary shares under anycircumstances. As of November 29, 2023, we had 475,168,103 Class ‘A’ ordinary shares issued andoutstanding and 599,200 Class ‘B’ ordinary shares issued and outstanding. For a more detailed descriptionof the ADSs, the Convertible Notes and Warrants offered hereby, see the section entitled “Description ofSecurities We Are Offering” beginning on page S-20. The ADSs offered in this prospectus represent the Class ‘A’ ordinary shares of the Company, a BritishVirgin Islands company. We are a holding company with no material operations of our own, and conductsubstantially all of our operations through our subsidiaries in the United States and the People’s Republicof China (the “PRC”). Our holding company structure with subsidiaries in the PRC involves unique risks toinvestors. Chinese regulatory authorities could disallow our operating structure, which would likely resultin a material change in our operations and/or the value of our ADSs or our oth