SEC Comment Letter 0000000000-24-002459 to Fresh2 Group Ltd (FRES) (CIK 0001786511)
Fresh2 Group Ltd (FRES) (CIK 0001786511)
Date: March 5, 2024 · CIK: 0001786511 · Accession: 0000000000-24-002459
AI Filing Summary & Sentiment
File numbers found in text: 001-39137
Letter
United States securities and exchange commission logo March 5, 2024 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 Form 20-F/A filed January 9, 2024 Response filed January 9, 2024 File No. 001-39137 Dear Xiaoyu Li: We have reviewed your January 9, 2024 response to our comment letter 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. Unless we note otherwise, any references to prior comments are to comments in our December 22, 2023 letter. Form 20-F/A filed January 9, 2024 Item 19. Exhibits, page 157 1.We have the following comments on the revised certifications provided in Exhibits 12.1 and 12.2: •The exhibits do not include the introductory language in paragraph 4 referring to internal control over financial reporting; and •Address why these exhibits only reference and have a related signature from one of your co-CEOs and one of your co-CFOs. In this regard, we note that your original certifications identified and were signed by each co-CEO and co-CFO. Please amend the filing to provide appropriately revised certifications.
FirstName LastNameXiaoyu Li Comapany NameFresh2 Group Limited March 5, 2024 Page 2 FirstName LastName Xiaoyu Li Fresh2 Group Limited March 5, 2024 Page 2 General 2.We note your revised disclosure in response to prior comment 5 and reissue the comment in part. 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. This section should disclose that it will be more difficult to enforce liabilities and judgments on those individuals, and address the limitations on investors being able to effect service of process and enforce civil liabilities in China, the lack of reciprocity and treaties, and cost and time constraints. 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
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United States securities and exchange commission logo
March 5, 2024
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
Form 20-F/A filed January 9, 2024
Response filed January 9, 2024
File No. 001-39137
Dear Xiaoyu Li:
We have reviewed your January 9, 2024 response to our comment letter 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. Unless
we note otherwise, any references to prior comments are to comments in our December 22,
2023 letter.
Form 20-F/A filed January 9, 2024
Item 19. Exhibits, page 157
1.We have the following comments on the revised certifications provided in Exhibits 12.1
and 12.2:
•The exhibits do not include the introductory language in paragraph 4 referring to
internal control over financial reporting; and
•Address why these exhibits only reference and have a related signature from one of
your co-CEOs and one of your co-CFOs. In this regard, we note that your original
certifications identified and were signed by each co-CEO and co-CFO.
Please amend the filing to provide appropriately revised certifications.
FirstName LastNameXiaoyu Li
Comapany NameFresh2 Group Limited
March 5, 2024 Page 2
FirstName LastName
Xiaoyu Li
Fresh2 Group Limited
March 5, 2024
Page 2
General
2.We note your revised disclosure in response to prior comment 5 and reissue the comment
in part. 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. This section should disclose that it will be
more difficult to enforce liabilities and judgments on those individuals, and address the
limitations on investors being able to effect service of process and enforce civil liabilities
in China, the lack of reciprocity and treaties, and cost and time constraints.
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