Missfresh Limited announced that it has entered into a Standby Equity Purchase Agreement with YA II PN, Ltd., a fund managed by Yorkville Advisors Global LP for gross proceeds of up to $300 million on March 4, 2022. The company will sell Class B ordinary shares in its sole discretion and at its request based on its funding requirement at any time during the 36 months following the date of the agreement, following the effectiveness of a registration statement with the Securities and Exchange Commission registering Class B ordinary shares issuable pursuant to the agreement and other customary closing conditions. Each issuance and sale of the Class B ordinary shares to the investor pursuant to the agreement is referred to as an Advance. 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 its Class B ordinary shares, represented by the American depositary shares of the company listed on the Nasdaq Global Market, for the five consecutive trading days immediately preceding the delivery of an advance notice by the company, or (ii) $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 company’s delivery of the advance notice. 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 agreement. The purchase would be subject to certain ownership limitations as provided under the agreement. The company may request from time to time from the investor a cash payment of up to $15 million to be repaid by share issuance or cash over a 15-week repayment period, subject to certain conditions set forth in the agreement. During the term of the agreement, neither the investor nor its affiliates will engage in any short sales respect of Class B ordinary shares.