Fresh2 Group Ltd. Announces Receipt of Staff Delisting Determination from Nasdaq; Intends to Request A Hearing

Fresh2 Group Ltd. (NASDAQ: FRES) (“Fresh2” or the “Company”), a  B2B e-commerce and supply chain management company within the restaurant and food industry, today announced that on October 16, 2024, it received a Staff Determination Letter from the Nasdaq Stock Market LLC (“Nasdaq”)  indicating that  the Company did not comply with Nasdaq’s filing requirements as set forth in Listing Rule 5250(c)(1). The letter is a result of the Company’s failure to file its Form 10-K for the year ended December 31, 2023, and its Forms 10-Q for the periods ended March 31, and June 30, 2024, within the required deadlines.

Nasdaq had previously granted the Company an exception until September 27, 2024, to regain compliance. Nasdaq has determined that the Company has not met the terms of the exception, as the Company has yet to file the necessary reports.

Fresh2 intends to timely request a hearing before a Nasdaq Hearings Panel to appeal the delisting determination, to stay the suspension of the Company’s securities for 15 days from the date of the hearing request. The Company also plans to request a stay of the suspension pending the hearing.

The Company intends to present a plan to achieve and sustain compliance for continued listing and to request an extension of time within which to complete its compliance plan. However, there can be no assurance that the Panel will grant the Company’s request for a further extension or that the Company will ultimately regain compliance with all applicable requirements for continued listing.

About Fresh2 Group LimitedFresh2 Group Limited is engaged in the business-to-business e-commerce and supply chain sectors. Committed to helping restaurants lower procurement costs and improve efficiency, Fresh2 utilizes an advanced supply chain management system. By applying strategic digital technologies and innovative business models, Fresh2 is driving the online transformation of the restaurant supply industry. Fresh2 aims to refine restaurant operations, adding significant value to the food industry, and building a global network of restaurateurs in the digital age. For more information, visit: https://fresh2.co/investors.

For investor and media inquiries, please contact:Xiaoyu LiPhone: [phone]Email: [e-mail]

Safe Harbor StatementThis announcement contains forward-looking statements as defined under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, formulated in accordance with the 'safe harbor' provisions of the Private Securities Litigation Reform Act of 1995. These statements, reflecting the Company's projections about its future financial and operational performance, employ terms like 'believes,' 'estimates,' 'anticipates,' 'expects,' 'plans,' 'projects,' 'intends,' 'potential,' 'target,' 'aim,' 'predict,' 'outlook,' 'seek,' 'goal,' 'objective,' 'assume,' 'contemplate,' 'continue,' 'positioned,' 'forecast,' 'likely,' 'may,' 'could,' 'might,' 'will,' 'should,' 'approximately,' and similar expressions to convey the uncertainty of future events or outcomes. These forward-looking statements are based on the Company's current expectations, assumptions, and projections, involving judgments about future economic conditions, competitive landscapes, market dynamics, and business decisions, many of which are inherently challenging to predict accurately and are largely beyond the Company's control. Additionally, these statements are subject to a multitude of known and unknown risks, uncertainties, and other variables that could significantly diverge the Company's actual results from those depicted in any forward-looking statement. These factors include, but are not limited to, varying economic conditions, competitive pressures, and regulatory changes. Because of these and other risks, uncertainties and assumptions, undue reliance should not be placed on these forward-looking statements. In addition, these statements speak only as of the date of this press release and, except as may be required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements for any reason.