SEC Form 6-K filed by DDC Enterprise Limited

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February 2025

Commission File Number: 001-41872

DDC Enterprise Limited

 368 9^th Ave., New York, NY 10001 USA

+ 852-2803-0688

(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 ☐

Information Contained in this Form 6-K Report

When used in this Form 6-K (this “Report”), unless otherwise indicated, the term “Company,” and “we” refer to DDC Enterprise Limited.

1. 2024 Preliminary Unaudited Results

On February 19, 2025, the Company issued a press release, which is attached as Exhibit 99.1 and incorporate herein, announcing 2024 preliminary unaudited financial results.

2. Potential Loan Extension and Modification

The Company is in the process of extending the maturity date and reducing the interest rate on loans from shareholders that originated in 2022 and 2023. These loans, with outstanding principal and interest of approximately $12.8 million, matured and became due and payable in January 2025 and the Company is seeking to extend the maturity date to 2029, subject to minimum annual payments. We expect that holders of notes representing substantially all of the outstanding balances under the notes will agree to such modifications, pursuant to the form of loan extension agreement, subscription agreement and standstill agreement attached hereto as Exhibits 10.1, 10.2, and 10.3, respectively, and incorporated herein (the “Loan Agreements”). The Company plans to issue approximately one million Class A Ordinary shares to the holders of the loans that agree to loan modification. The Shares have not been registered under the Securities Act of 1933, as amended (the “33 Act”) and are being issued as a private placement not involving a public offering under Regulation D and/or Regulation S of the 33 Act.

The Loan Agreements are subject to acceptance by the Company in its sole discretion and other customary closing conditions, including successful submission of a supplemental listing application with the NYSE – American covering issuance of the Shares.

3. Safe Harbor Statements

This filing contains forward-looking statements. These statements are made under 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 “in the process of,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the completion of the loan modifications, as well as DDC’s strategic and operational plans and 2024 preliminary audited results, contain forward-looking statements. DDC may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about DDC’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: DDC’s growth strategies; its future business development, results of operations and financial condition; its ability to understand buyer needs and provide products and services to attract and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in China’s e-commerce market; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmental policies and regulations relating to DDC’s industry, and general economic and business conditions globally and in China and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in DDC’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and DDC undertakes no obligation to update any forward-looking statement, except as required under applicable law.

SIGNATURES

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.

EXHIBIT INDEX

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