SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE
13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2022
Commission File Number 001-40529
3rd Floor, Block A, Vanke Times Center
No. 9 Wangjing Street
Chaoyang District, Beijing 100016
The Peoples Republic of China
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
|Title:||Chairman of the Board of Directors and Chief Executive Officer|
Date: March 7, 2022
Exhibit 99.1Missfresh Enters Standby Equity Purchase Agreement for up to US$300 Million
Exhibit 99.2Resignation of Chief Technology Officer
Missfresh Enters Standby Equity Purchase Agreement for up to US$300 Million
Provides Access to Additional Capital to Support Growth
BEIJING, China, March 7, 2022 Missfresh Limited (Missfresh or the Company) (NASDAQ: MF), a pioneering leader in Chinas neighborhood retail industry, today announced it entered into a Standby Equity Purchase Agreement (the SEPA) with YA II PN, LTD., a Cayman Islands exempt limited partnership managed by Yorkville Advisor Global, LP (the Investor), dated as of March 4, 2022, to sell up to US$300 million of the Companys Class B ordinary shares, in the Companys sole discretion and at its request based on its funding requirement at any time during the 36 months following the date of the SEPA, following the effectiveness of a registration statement with the Securities and Exchange Commission registering Class B ordinary shares issuable pursuant to the SEPA and other customary closing conditions.
Mr. Zheng Xu, CEO of the Company, commented, We are pleased to announce this financing facility. The additional fundings will give us robust operational and strategic flexibility as we drive forward to further implement our strategy and achieve our commercial milestones. We will remain committed to strengthening our end-to-end supply chain capabilities and enhancing our product offerings, including private-label selections and Ready-to-Cook products, to better serve high-value customers needs, while improving unit economics through continuous technology empowerment and ultimately maximizing shareholder value.
Each issuance and sale of the Companys Class B ordinary shares to the Investor pursuant to the SEPA is referred to as an Advance. Pursuant to the SEPA, the maximum amount for each Advance should be the lower of: (i) an amount equal to 100% of the average daily trading dollar value of the Companys Class B ordinary shares, represented by the American depositary shares of the Company listed on the Nasdaq Global Market (the ADSs), for the five consecutive trading days immediately preceding the delivery of an advance notice by the Company, or (ii) US$10 million. For each Advance, the purchase price per share shall be 97% of the lowest daily volume weighted average price of the Class B ordinary shares of the Company, represented by the ADSs, for the five consecutive trading days commencing the date of the Companys delivery of the advance notice (the Pricing Period). The closing of each Advance should take place as soon as practicable after the expiration of the applicable Pricing Period, subject to the procedures and conditions set forth in the SEPA. The purchase would be subject to certain ownership limitations as provided under the SEPA. Additionally, the Company may request from time to time from the Investor a cash payment of up to US$15 million (less a 2% original issue discount) to be repaid by share issuance or cash over a 15-week repayment period, subject to certain conditions set forth in the SEPA. The Investor has agreed that, during the term of the SEPA, neither the Investor nor its affiliates will engage in any short sales respect to the Companys Class B ordinary shares.
FT Global Capital, Inc. acted as the placement agent in connection with the above-referenced financing.
The information contained in this press release does not constitute an offer to sell or the solicitation of an offer to buy shares of the Company, nor shall there be any offer, solicitation, or sale of the shares in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
About Missfresh Limited
Missfresh Limited is an innovator and leader in Chinas neighborhood retail industry. The Company invented the Distributed Mini Warehouse (DMW) model to operate an integrated online-and-offline on-demand retail business focusing on offering fresh produce and fast-moving consumer goods (FMCGs). Through the Missfresh mobile application and Mini Program embedded in third-party social platforms, consumers can easily purchase quality groceries at their fingertips and have the finest products delivered to their doorstep in 36 minutes, on average.
Leveraging its core capabilities, Missfresh launched an intelligent fresh market business in the second half of 2020. This innovative business model is dedicated to standardizing and transforming fresh markets into smart fresh malls. Missfresh has also built up a full stack of proprietary technologies that empower a wide range of participants in the neighborhood retail business, such as supermarkets, fresh markets and local retailers, to jumpstart and efficiently operate their businesses digitally.
For more information, please visit: http://ir.Missfresh.cn.
Safe Harbor Statement
This announcement contains statements that may constitute forward-looking statements which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as will, expects, anticipates, aims, future, intends, plans, believes, estimates, likely to, and similar statements. Statements that are not historical facts, including statements about the Companys beliefs, plans, and expectations, are forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends, which involve known or unknown risks, uncertainties and other factors, all of which are difficult to predict and many of which are beyond the Companys control. Forward-looking statements involve inherent risks and uncertainties. Further information regarding these and other risks is included in the Companys filings with the SEC. All information provided in this press release is as of the date of this press release, and the Company does not undertake any obligation to update any forward-looking statement, except as required under applicable law.
For investor and media inquiries, please contact:
Tel: +86 (10) 5954-4422
The Piacente Group, Inc.
Tel: +86 (10) 6508-0677
In the United States:
The Piacente Group, Inc.
Resignation of Chief Technology Officer
Missfresh Limited (the Company) (NASDAQ: MF) has recently received Mr. Yang Lis resignation from the position as the Chief Technology Officer of the Company. Mr. Yang Lis resignation was due to personal reasons and effective from March 7, 2022.