UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. )*
Fresh2
Group Limited
(Name
of Issuer)
Class
A Ordinary Shares, par value US$0.01
(Title
of Class of Securities)
Class
A Ordinary Shares: G0393E107
(CUSIP
Number)
Haohan
Xu
650
Fifth Avenue, Suite 2416
New
York, NY 10019-6108
646-409-6505
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July
17, 2023
(Date
of Event Which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page. |
The
information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No.
G0393E107 |
SCHEDULE
13D |
Page
2 of 6 |
| (1) |
Names
of Reporting Persons
Haohan
Xu |
| (2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐ |
| (3) |
SEC
use only
|
| (4) |
Source
of Funds (See Instructions)
OO/PF
(1) (2) |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
| (6) |
Citizenship
or Place of Organization
U.S.A. |
| Number
of |
(7) |
Sole
voting power
71,774,679
(1) (2) |
shares
beneficially
owned
by |
(8) |
Shared
voting power
|
each
reporting
person |
(9) |
Sole
dispositive power
71,774,679
(1) (2) |
| with: |
(10) |
Shared
dispositive power
|
| (11) |
Aggregate
amount beneficially owned by each reporting person
71,774,679
(1) (2) |
| (12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| (13) |
Percent
of class represented by amount in Row (11)
24.37%
(1) (2) |
| (14) |
Type
of reporting person (see instructions)
IN |
| (1) | Consists
of 66,334,259 Class A Ordinary Shares held by Immensus LLC (“Immensus”). Mr. Haohan Xu is the sole owner and manager of Immensus.
Mr. Haohan Xu is deemed to beneficially own the entirety of the 66,334,259 Class A Ordinary Shares held by Immensus. The aforementioned
Class A Ordinary Shares were issued to Immenus pursuant to the terms of a stock purchase agreement (the “July 2023 SPA”),
dated July 17, 2023, whereby Immenus was issued 66,334,259 Class Ordinary A Shares by the Issuer in consideration for 73,823,182 shares
of common stock of Roxe Holding Inc. |
| (2) | Consists
of 5,440,420 Class A Ordinary Shares held directly by Mr. Haohan Xu. |
| CUSIP No.
G0393E107 |
SCHEDULE
13D |
Page
3 of 6 |
| (1) |
Names
of Reporting Persons
Immensus
LLC |
| (2) |
Check
the appropriate box if a member of a group (see instructions)
(a)
☐ (b) ☐ |
| (3) |
SEC
use only
|
| (4) |
Source
of Funds (See Instructions)
OO
(1) |
| (5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)
|
| (6) |
Citizenship
or Place of Organization
New
York |
| Number
of |
(7) |
Sole
voting power
66,334,259 |
shares
beneficially
owned
by |
(8) |
Shared
voting power
|
each
reporting
person |
(9) |
Sole
dispositive power
66,334,259 |
| with: |
(10) |
Shared
dispositive power
|
| (11) |
Aggregate
amount beneficially owned by each reporting person
66,334,259 |
| (12) |
Check
if the aggregate amount in Row (11) excludes certain shares (see instructions)
☐ |
| (13) |
Percent
of class represented by amount in Row (11)
22.53% |
| (14) |
Type
of reporting person (see instructions)
OO |
| (1) | The
Class A Ordinary Shares were acquired pursuant to the terms of the July 2023 SPA, whereby Immenus was issued 66,334,259 Class Ordinary
A Shares by the Issuer in consideration for 73,823,182 shares of common stock of Roxe Holding Inc. |
| CUSIP No.
G0393E107 |
SCHEDULE
13D |
Page
4 of 6 |
Item
1. Security and Issuer.
This
Schedule 13D is filed (this “Schedule 13D”) by the Reporting Persons (as identified above and defined below) with respect
to the ordinary shares US$0.01 (“Shares”) of Fresh2 Group Limited, a British Virgin Islands company, with its principal executive
offices located at 650 Fifth Avenue, Suite 2416, New York, NY 10019-6108.
Item
2. Identity and Background.
(a)
This Schedule 13D is being filed by the following persons (each a “Reporting Person” and, collectively, the “Reporting
Persons”):
Mr.
Haohan Xu and
Immensus
LLC (“Immensus”).
(b)
Haohan Xu’s business address is 650 Fifth Avenue Ste 2416, New York, NY 10019. Immensus’ business address is 2 La Colline
Dr, Mill Neck, NY 11765
(c)
Haohan Xu is a director, chief executive officer and chairman of the board of directors of the Issuer. Immensus’ principal business
is investing in securities.
(d)
During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e)
During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect
to such laws.
(f)
Haohan Xu is a citizen of the United States of America. Immensus is a limited liability company formed in New York.
Item
3. Source and Amount of Funds or Other Consideration.
Haohan
Xu has acquired all of the Shares beneficially owned by him pursuant to a share purchase agreement dated February 7, 2023, (the “Ecommerce
SPA”) with the Issuer purchasing the entirety issued and outstanding equity interests of Fresh 2 Ecommerce Inc. from Mr. Haohan
Xu in exchange for 5,440,420 Class A Ordinary Shares of the Issuer.
Immensus
has acquired all of the Shares beneficially owned by it pursuant to the terms of the July 2023 SPA, whereby Immenus was issued 66,334,259
Class Ordinary A Shares by the Issuer in consideration for 73,823,182 shares of common stock of Roxe Holding Inc.
Item
4. Purpose of Transaction.
The
Reporting Person serves as Chairman of the Issuer, is a member of the board of directors of the Issuer and a chief executive officer
and, as a result, may be asked to vote on or discuss matters related to items (a) through (j) of this Item 4 of Schedule 13D with representatives
of the Issuer and others. Except as may be set forth herein, the Reporting Person has no current intention, plan or proposal with respect
to items (a) through (j) of Item 4 of Schedule 13D.
Immensus
has acquired all of the Shares beneficially owned by it pursuant to the terms of the July 2023 SPA, whereby Immenus was issued 66,334,259
Class Ordinary A Shares by the Issuer in consideration for 73,823,182 shares of common stock of Roxe Holding Inc.
| CUSIP No.
G0393E107 |
SCHEDULE
13D |
Page
5 of 6 |
Item
5. Interest in Securities of the Issuer.
(a)
Incorporated by reference to Items 11 and 13 of the Cover Page.
(b)
Incorporated by reference to Items 7-10 of the Cover Page.
(c)
The Reporting Persons have not effected any transactions of the Issuer’s Ordinary shares during the 60 days preceding the date
of this Schedule 13D.
(d)
None
(e)
N/A
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
Stock
Purchase Agreement – Pursuant to the terms of a stock purchase agreement (the “July 2023 SPA”), dated July 17, 2023,
whereby Immenus was issued 66,334,259 Class Ordinary A Shares by the Issuer in consideration for 73,823,182 shares of common stock of
Roxe Holding Inc. A copy of the July 2023 SPA is attached to this Schedule 13D as Exhibit 2 and incorporated herein by reference.
Item
7. Material to Be Filed as Exhibits.
| CUSIP No.
G0393E107 |
SCHEDULE
13D |
Page
6 of 6 |
SIGNATURES
After
reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
| Date: July
27, 2023
| HAOHAN
XU |
| |
|
|
| |
/s/
Haohan Xu |
| |
|
|
| |
IMMENSUS
LLC |
| |
|
|
| |
By: |
/s/
Haohan Xu |
| |
Name: |
Haohan
Xu |
| |
Title: |
Manager |
Exhibit
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint
filing on behalf of each of them of a statement on Schedule 13D (including amendments thereto) with respect to the ordinary shares par
value US$0.01 of Fresh2 Group Limited. Each of the undersigned acknowledges that each shall be responsible for the timely filing of any
statement (including amendments) on Schedule 13D, and for the completeness and accuracy of the information concerning him, her or it
contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the other persons making
such filings, except to the extent that he, she or it knows or has reason to believe that such information is inaccurate.
IN
WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement on the dates set forth below.
| /s/
Haohan Xu |
|
Date:
July 27, 2023 |
| Name: |
Haohan
Xu |
|
|
| |
|
|
|
| Immensus
LLC |
|
|
| |
|
|
|
| /s/
Haohan Xu |
|
Date:
July 27, 2023 |
| Name: |
Haohan
Xu |
|
|
| Title: |
Manager |
|
|
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