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CORRESP
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filename1.htm

January
9, 2024

Juan
Grana

Lauren
Nguyen

Division
of Corporation Finance

Office
of Industrial Applications and Services

U.S.
Securities and Exchange Commission

Washington,
D.C. 20549

 Re: Fresh2
Group Limited

Form
20-F filed May 16, 2023

File
No. 001-39137

Dear
Ladies and Gentlemen:

We
are submitting this letter in response to your letter dated December 22, 2023 in which the staff of the Division of Corporation Finance
(the “Staff”) provided comments to the Form 20-F for the year ended December 31, 2022 filed by Fresh2 Group Limited (the
“Company”). We are contemporaneously filing Amendment No.1 the Form 20-F.

Set
forth below are our responses to the comments. For your convenience, the text of each of such comments are reproduced in italics before
our response.

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.

In
response to the Staff’s comment, we have provided the requested disclosure in the Introduction to the accompanying amendment to
our Form 20-F for the year Ended December 31, 2022 (the “Form 20-F”).

 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 denied.

In
response to the Staff’s comment, we have provided the requested disclosure in the Introduction to the accompanying amendment to
our Form 20-F.

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.

In
response to the Staff’s comment, we have revised the disclosure in Risk Factors in the accompanying amendment to our Form 20-F.

 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.

In
response to the Staff’s comment, we have revised the disclosure in Risk Factors in the accompanying amendment to our Form 20-F.

    2

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.

In
response to the Staff’s comment, we have provided the requested disclosure in this Risk Factor in the accompanying amendment to
our Form 20-F.

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.

In
response to the Staff’s comment, we have provided the requested disclosure in Item 16F in the accompanying amendment to our Form
20-F and have included the former accountant’s letter as an exhibit.

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.

In
response to the Staff’s comment, we have provided the requested revised certifications.

    3

If
you have any further questions, please do not hesitate to contact me at 917-397-6890 , or our counsel, Pang Zhang-Whittaker, at 212-238-8844.

  Very
truly yours,

  Fresh2
Group Limited

    By:
    /s/
    Haohan Xu

    Name:
    Haohan Xu

    Title:
    Chief Executive Officer

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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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