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December 22, 2023
Xiaoyu Li
Co-Chief Financial Officer
Fresh2 Group Limited
650 5th Ave STE 2416
New York, NY 10019-6108
Re:Fresh2 Group Limited
Form 20-F filed May 16, 2023
File No. 001-39137
Dear Xiaoyu Li:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 20-F for the Year Ended December 31, 2022
Introduction, page iii
1.Provide a clear description of how cash is transferred through your organization. We note
your disclosure on page 40 that you "make loans to [y]our PRC subsidiaries" or "may
make additional capital contributions to [y]our wholly foreign-owned subsidiaries in
China." We also note your disclosure on page 43 that "Under [y]our current corporate
structure, [y]our holding company incorporated in the BVI primarily relies on dividend
payments from [y]our PRC subsidiaries to fund [y]our cash and financing requirements."
Please quantify any cash flows and transfers of other assets by type that have occurred
between you and your subsidiaries, and the direction of transfer. Also quantify any
dividends or distributions that your subsidiaries have made to you and which entity made
such transfer, and their tax consequences. Your disclosure should make clear if no
transfers, dividends, or distributions have been made to date.
2.State affirmatively whether you or your subsidiaries have received all requisite
permissions or approvals from the China Securities Regulatory Commission (CSRC),
Cyberspace Administration of China (CAC) or any other governmental agency that is
required to approve your operations, and whether any permissions or approvals have been

 FirstName LastNameXiaoyu  Li
 Comapany NameFresh2 Group Limited
 December 22, 2023 Page 2
 FirstName LastNameXiaoyu  Li
Fresh2 Group Limited
December 22, 2023
Page 2
denied.
Item 3.D. Risk Factors, page 1
3.Given the Chinese government’s significant oversight and discretion over the conduct and
operations of your business, please revise your disclosure to highlight the risk that the
Chinese government may intervene or influence your operations at any time, which could
result in a material change in your operations and/or the value of your securities.
4.In light of recent events indicating greater oversight by the Cyberspace Administration of
China (CAC) over data security, please revise your disclosure to explain to what extent
you believe that you are compliant with the regulations or policies that have been issued
by the CAC to date.
We are subject to liability risks stemming from our foreign status, which could make it more
difficult for investors to sue or enforce..., page 54
5.We note your disclosure that "certain of [y]our directors and executive officers reside
within China for a significant portion of a year or are PRC nationals and a substantial
portion of their assets are within China." Please disclose which directors and executive
officers reside within China or are PRC nationals. To the extent that one or more of your
officers and/or directors are located in China or Hong Kong, please create a separate
Enforceability of Civil Liabilities section for the discussion of the enforcement risks
related to civil liabilities due to your officers and directors being located in China or Hong
Kong. Please disclose that it will be more difficult to enforce liabilities and enforce
judgments on those individuals. For example, revise to discuss more specifically the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, lack of reciprocity and treaties, and cost and time constraints.
Item 16F. Change in Registrant's Certifying Accountant, page 155
6.Please provide all of the disclosures required by Item 16F of Form 20-F. Ensure that
you file your former accountant's letter stating whether it agrees with the statements made
by you in Item 16F and, if not, stating the respects in which it does not
agree. See Item 16F(a)(3) of Form 20-F.
Item 19. Exhibits, page 157
7.We note the certifications provided in Exhibits 12.1 and 12.2 do not include
paragraph 4(b) and the introductory language in paragraph 4 referring to internal control
over financial reporting. Please amend the filing to provide revised certifications that
include the required information.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameXiaoyu  Li
 Comapany NameFresh2 Group Limited
 December 22, 2023 Page 3
 FirstName LastName
Xiaoyu  Li
Fresh2 Group Limited
December 22, 2023
Page 3
            Please contact Jeanne Baker at 202-551-3691 or Terence O'Brien at 202-551-3355 if you
have questions regarding comments on the financial statements and related matters. Please
contact Juan Grana at 202-551-6034 or Lauren Nguyen at 202-551-3642 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services