6-K: Report of foreign issuer [Rules 13a-16 and 15d-16]

The Transaction shall include: (i) the initial purchase by DDC of 100 BTC from the investors with a purchase price consisting of DDC Class A Ordinary shares (the “DDC Shares”) valued at $0.50, $0.75, $1.0, and $1.25 per share in 4 separate placements (each, a “Placement”); and (ii) a services agreement between the parties which shall provide that the investors will provide reasonable assistance, on a non-exclusive basis, in building DDC’s BTC reserve and also manage of future crypto investments (the “Services Agreement”). The exact price of DDC Shares and number of BTC within the foregoing ranges shall be set by the parties in the Definitive Documents but in no event shall the DDC Shares constitute more than 15% of all outstanding DDC Class A Ordinary shares.

The purchase of the BTC will take place with the first 25 BTC being injected into DDC, while DDC will place shares to the investors at $0.50 per share. Each injection will take place every 6-8 weeks.

(i) $200M market capitalization or DDC Share trading price has reached $1.50 for five consecutive trading days (whichever is the earlier, the “First Trigger”): 1/3 of DDC Shares released from lockup;

(ii) $350M market capitalization or DDC Share trading price has reached $2.50 for five consecutive trading days (whichever is the earlier, the “Second Trigger”): additional 1/3 DDC Shares released from lockup;

(iii) $500M market capitalization or DDC Share trading price has reached $3.50 for five consecutive trading days (whichever is the earlier, the “Third Trigger”, together with the First Trigger and the Second Trigger, the “Triggers”): final 1/3 DDC Shares released from lockup; and

(iv) Anytime after 2 years of the date of the first Placement.

After the transfer, all DDC BTC will be kept in a designated cold wallet. The Bitcoin wallet adopts a 6/4 multi-signature mechanism, meaning out of the six people holding the passwords, any four people providing passwords together can execute transfer to the BTC.

Future BTC

Investment and
Crypto Fund

Management

It is the joint vision for both parties to grow DDC to beyond USD 500M market cap within 3 years. If this vision of gradual market capitalization growth is not realized on each anniversary of the first Placement (the “Put Date”):

The investors can put DDC shares back to Norma Chu, the founder or to DDC at such prices to be set forth in the Definitive Documents for the put option. Such put option shall also be secured by BTC.

The Transaction is subject to, among other things, the following conditions:

(a) prior to execution of Definitive Documents, satisfactory completion of due diligence by DDC and the investors;

(b) the execution of the Definitive Documents, including terms of the Services Agreement, satisfactory to DDC and the investors respectively;

(c) The investors shall provide respresentations so that issuance of the DDC Shares complies with SEC Rule 506, Regulation S, and is exempted from registration under the Securities Act of 1933, including, for example, the investors shall represent that it is accredited and sophisticated investor, and is not purchasing the DDC shares with a view to distribution;

(d) The investors shall provide passwords to the BTC and evidence that there are no liens, claims or encumbrances on the BTC and they are freely transferable to DDC pursuant to the Definitive Documents.