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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 April 2025
Commission File Number: 001-41872
DDC Enterprise Limited
368 9th 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 terms, “DDC,” “Company,” and “we” refer to DDC Enterprise Limited.
On April 8, 2025, the Company issued a press release announcing a one-for-25 reverse split of its Class A Ordinary Shares. Trading in the Company’s shares on the NYSE-American has been halted until the reverse stock split is completed. The press release is attached hereto and incorporate by this reference.
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, completion of the reverse split and removal of the trade halt are 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: completion of the reverse stock split and removal of trading halt on DDC shares; 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.
| DDC Enterprise Limited | ||
| Date: April 8, 2025 | ||
| By: | /s/ Norma Ka Yin Chu | |
| Name: | Norma Ka Yin Chu | |
| Title: | Chief Executive Officer | |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Press Release issued April 8, 2025 |
3
Exhibit 99.1
8 April 2025
Dear Valued Shareholders,
As your Founder, Chairwoman, and CEO, I write to you today with clarity, conviction, and optimism about the future of DDC Enterprise (NYSE: DDC). The past week has been one of unprecedented volatility in global markets, and our stock was not immune to these forces. Last Friday, amid a broad market selloff and trading below $0.10 per share, the NYSE-American halted trading of our shares. While such market movements are disconcerting, I want to assure you that your Board and leadership team acted decisively to safeguard shareholder value.
Proactive Measures to Strengthen Our
Position; Reverse Stock Split
Over the weekend, the Board unanimously approved the previously shareholder ratified 1:25 reverse stock split (the “Reverse Split”).
This action is designed to elevate our share price to a more acceptable trading range. We anticipate that the trading halt will be lifted
and our shares will start trading post-split on April 21, 2025 under the current symbol “DDC” but with a new CUSIP.
Resilience Amid Macro Uncertainty
Recent headlines about tariffs and geopolitical tensions have created noise in the market. Let me address this directly: DDC is well-insulated
from these risks. In 2024, 80% of our revenue came from China’s domestic market where we produce and sell locally. Our growing export
business is focused on Southeast Asia—not the U.S.—further shielding us from tariff-related disruptions. In addition, our
recently announced Joint Venture in China – with committed net profit of USD 15 million over 5-years—will accelerate growth
in our core market. While the U.S. contributed 20% of revenue last year, we expect the U.S. segment to remain a smaller, stable contributor
with a separate U.S. domestic supply chain as we also pursue growth opportunities in our Asia markets.
2025: A Transformational Year Ahead
The current share price does not reflect DDC’s progress or potential. Consider our recent milestones:
| 1. | Regained Full SEC and NYSE Compliance: A testament to our operational and financial discipline. |
| 2. | Leadership Commitment: I am personally increasing my stake in DDC by subscribing to 10 million additional shares (pre-reverse split), aligning my interests with yours. |
| 3. | Strategic Innovation: We’ve developed a strategy to diversify corporate reserves with crypto currency through an innovative injection of Bitcoin at a favorable share price starting at USD 0.50 (pre-25:1 reverse split). We plan to complete the initial Bitcoin injection in the next 30 days and moving forward we have a commitment for additional injections of Bitcoin at even more favorable share prices as we grow. |
| 4. | Growth Catalysts: Our profit generating majority-owned JV, which we plan to complete in the coming weeks, should create value in the coming years. |
These initiatives strategies will enable us to deliver shareholders value, even in an unstable macro environment.
More Information on the Reverse Split
The shareholders of the Company approved the Reverse Split at the Company’s Extraordinary General Meeting of Shareholders on November 29, 2024. In connection with approving the Reverse Split, the Company’s shareholders granted authority to the Company’s Board of Directors (the “Board”) to determine, at its discretion, a ratio within the range of no split to 1-for-25, at which to effectuate the Reverse Split. The Reverse Split was approved by the Board on April 4, 2025.
As a result of the Reverse Split, every 25 pre-split Class A Ordinary Shares outstanding will automatically combine into one new Class A Ordinary Share without any action on the part of the holders and with a change in the par value per share from $0.016 to $0.40. The Reverse Split will proportionately reduce the number of Class A Ordinary Shares available for issuance under the Company’s incentive compensation plan and proportionately reduce the number of Class A Ordinary Shares issuable upon the exercise or conversion of stock options, warrants, and restricted stock units outstanding immediately prior to the effectiveness of the Reverse Split.
The Reverse Split reduces the number of the Company’s outstanding Class A Ordinary Shares from approximately 79 million pre-Reverse Split shares to approximately 3.2 million post-Reverse Split shares. Pursuant to the prior shareholder approval, no fractional shares will be issued as a result of the Reverse Split. Fractional shares that would have resulted from the Reverse Split will be cancelled and returned to the pool of authorized but unissued shares.
No action is required by the shareholders as the Class A Ordinary Shares are held in electronic book-entry form which will be adjusted to reflect the Reverse Split. Additional information about the Reverse Split can be found in the Company’s Form 6-K filed with the Securities and Exchange Commission on October 31, 2024, a copy of which is available at www.sec.gov.
A Final Note of Confidence
Market fluctuations often obscure fundamentals. Today, DDC is stronger operationally, financially, and strategically than at any point
in our history. Our China-centric model, fortified by strong local demand and regional exports, offers stability and growth in uncertain
times. While I cannot dictate market sentiment, I urge you to focus on our execution: we are controlling what we can, with urgency and
precision.
Thank you for your trust. My team and I are relentlessly focused on ensuring that 2025 becomes a landmark year for DDC—and for you, our shareholders.
For questions, contact our investor relations Jeff Ervin (jeffervin@daydaycook.com).
| Sincerely, | |
| /s/ Norma Chu | |
| Norma Chu | |
| Founder, Chairwoman & CEO | |
| DDC Enterprise |