January 19, 2024 - 6-K: Current report of foreign issuer pursuant to Rules 13a-16 and 15d-16 Amendments

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 January 2024

Commission File Number: 001-41872

DDC Enterprise Limited

Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road

Sheung Wan, Hong Kong
+ 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 ☐

DDC Enterprise Limited Announces Unaudited Third Quarter 2023 Financial Results

DDC Enterprise Limited (“DDC” or the “Company”) (NYSE: DDC), a food innovator with leading content driven consumer brands offering easy, convenient ready-to-heat (“RTH”), ready-to-cook (“RTC”) and ready-to-eat (“RTE”) meal solutions, today announced its unaudited financial results for third quarter and nine months ended September 30, 2023 and other recent business developments. A copy of the press release relating to the above matter is set forth in Exhibit 99.1, which is being furnished herewith.

DDC ENTERPRISE LIMITED
UNAUDITED CONDENSED CONSOLIDATED INCOME STATEMENTS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2023

	For The Three Months Ended September 30,									For The Nine Months Ended September 30,
	2022			2023						2022			2023
	RMB			RMB			US$			RMB			RMB			US$
Revenues:
Product revenues		66,324,581			77,686,308			11,006,688			130,243,882			166,812,378			23,634,176
Service revenues		64,497			-			-			1,049,910			298,737			42,325
Revenues from collaborative arrangements		-			-			-			1,867,042			-			-
Total revenues		66,389,078			77,686,308			11,006,688			133,160,834			167,111,115			23,676,501

Cost of products		(50,085,355	)		(56,952,477	)		(8,069,095	)		(102,529,545	)		(122,707,033	)		(17,385,278	)
Cost of services		(56,757	)		-			-			(897,350	)		(265,392	)		(37,601	)
Total cost of revenues		(50,142,112	)		(56,952,477	)		(8,069,095	)		(103,426,895	)		(122,972,425	)		(17,422,879	)
Gross profit		16,246,966			20,733,831			2,937,593			29,733,939			44,138,690			6,253,622

Operating expenses:
Fulfilment expenses		(1,060,143	)		(1,605,144	)		(227,419	)		(8,668,336	)		(4,639,166	)		(657,283	)
Sales and marketing expenses		(4,738,683	)		(7,708,189	)		(1,092,105	)		(16,024,535	)		(14,985,926	)		(2,123,224	)
Research and development expenses		-			(502,160	)		(71,147	)		-			(502,160	)		(71,147	)
General and administrative expenses		(16,516,653	)		(8,967,309	)		(1,270,499	)		(45,868,782	)		(29,728,577	)		(4,211,980	)
Share based compensation		(1,560,833	)		(1,560,833	)		(221,141	)		(36,087,212	)		(4,682,499	)		(663,422	)
Total operating expenses		(23,876,312	)		(20,343,635	)		(2,882,311	)		(106,648,865	)		(54,538,328	)		(7,727,056	)
(Loss)/profit from operations		(7,629,346	)		390,196			55,282			(76,914,926	)		(10,399,638	)		(1,473,434	)

Interest expenses		(5,856,412	)		(6,008,769	)		(851,330	)		(26,254,917	)		(15,414,265	)		(2,183,911	)
Interest income		244,075			523,940			74,232			348,871			1,596,826			226,240
Other income		901,022			(169,957	)		(24,080	)		2,022,953			181,492			25,714
Impairment loss for equity investments accounted for using measurement alternative		-			-			-			(4,643,242	)		-			-
Gain from deconsolidation of VIEs		-			-			-			13,543,650			-			-
Changes in fair value of financial instruments		-			-			-			(4,090,393	)		12,651,972			1,792,546
Loss before income tax expense		(12,340,661	)		(5,264,590	)		(745,896	)		(95,988,004	)		(11,383,613	)		(1,612,845	)

Income tax benefit/(expense)		1,514			(1,554,912	)		(220,302	)		123,232			(4,389,007	)		(621,840	)
Net loss		(12,339,147	)		(6,819,502	)		(966,198	)		(95,864,772	)		(15,772,620	)		(2,234,685	)

Accretion of redeemable convertible preferred shares to redemption value		(28,317,304	)		(32,475,673	)		(4,601,192	)		(79,238,186	)		(92,079,506	)		(13,045,934	)
Net loss attributable to ordinary shareholders		(40,656,451	)		(39,295,175	)		(5,567,390	)		(175,102,958	)		(107,852,126	)		(15,280,619	)

Net (loss)/income attributable to non-controlling interest		(1,629,654	)		2,852,204			404,104			(4,499,537	)		5,974,987			846,543

Net loss attributable to ordinary shareholders of DDC Enterprise Limited		(39,026,797	)		(42,147,379	)		(5,971,494	)		(170,603,421	)		(113,827,113	)		(16,127,162	)

DDC ENTERPRISE LIMITED
UNAUDITED SELECTED BALANCE SHEET DATA

	As of December 31, 2022			As of 30, September 2023
	RMB			RMB			US$
SELECTED BALANCE SHEET DATA:
Cash and cash equivalents		26,801,767			7,494,727			1,027,238
Restricted cash		70,102,863			73,631,551			10,092,044
Total assets		255,377,773			279,133,006			38,258,362
Bank borrowings		58,522,187			54,910,060			7,526,050
Shareholder loans, at amortized cost		95,622,962			101,789,907			13,951,468
Total liabilities		374,357,236			433,977,048			59,481,503
Net assets		(118,979,463	)		(154,844,042	)		(21,223,141	)

DDC ENTERPRISE LIMITED
APPENDIX I – REVENUE BREAKDOWN
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2023

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022		2023		2023		2022		2023		2023
	RMB		RMB		US$		RMB		RMB		US$
Online consumer product sales		15,878,895		20,811,176		2,948,552		61,376,575		37,227,881		5,274,490
Offline consumer product sales		50,445,686		56,875,132		8,058,136		68,867,307		129,584,497		18,359,686
Revenues from collaborative arrangements		-		-		-		1,867,042		-		-
Advertising		-		-		-		621,859		298,737		42,325
Experience stores		64,497		-		-		428,051		-		-
Total Revenues		66,389,078		77,686,308		11,006,688		133,160,834		167,111,115		23,676,501

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022		2023		2023		2022		2023		2023
	RMB		RMB		US $		RMB		RMB		US$
Ready to heat (“RTH”)		958,436		981,051		138,996		14,685,422		4,141,878		586,826
Ready to cook (“RTC”)		994,197		17,899,025		2,535,955		2,018,417		34,384,021		4,871,569
Ready to eat (“RTE”) & Plant base		1,570,151		21,258,769		3,011,968		27,050,708		55,027,741		7,796,395
Private label products		62,801,797		37,547,463		5,319,769		84,767,758		73,258,738		10,379,386
Fresh products		-		-		-		1,721,577		-		-
Revenues from collaborative arrangements		-		-		-		1,867,042		-		-
Advertising service		-		-		-		621,859		298,737		42,325
Experience stores		64,497		-		-		428,051		-		-
Revenues		66,389,078		77,686,308		11,006,688		133,160,834		167,111,115		23,676,501

^1.

This announcement contains translations of the unaudited condensed consolidated income statements from Renminbi (RMB) into U.S. dollars (US$) as of and for the nine months ended September 30, 2023 are solely for the convenience of the readers and were calculated at the rate of US$1.00 = RMB7.296, representing the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York on September 30, 2023. No representation is made that the RMB amounts could have been, or could be, converted, realized or settled into US$ at that rate on September 30, 2023, or at any other rate.

^2.	EBITDA is a non-GAAP financial measure, which EBITDA represents net loss excluding income tax expense/(benefit), interest expenses, interest income and depreciation and amortization. See “Use of Non-GAAP Financial Measure”.

Use of Non-GAAP Financial Measure

We use earnings before interest expenses and income, income tax expense/(benefit) and depreciation and amortization (“EBITDA”), non-GAAP financial measure, in evaluating our operating results and for financial and operational decision-making purposes. EBITDA represents net loss excluding income tax expense/(benefit), interest expenses, interest income and depreciation and amortization.

The Company provides EBITDA because we believe that investors and analysts may find it useful in measuring operating performance without regard to items such as income tax expense/(benefit), interest expenses and interest income and depreciation and amortization.

Reconciliation from net loss to EBITDA

	For the Three Months Ended September 30,									For the Nine Months Ended September 30,
	2022			2023			2023			2022			2023			2023
	RMB			RMB			US$			RMB			RMB			US$
Net loss		(12,339,147	)		(6,819,502	)		(966,198	)		(95,864,772	)		(15,772,620	)		(2,234,685	)
Add:
Income tax (benefit)/expense		(1,514	)		1,554,912			220,302			(123,232	)		4,389,007			621,840
Interest expenses		5,856,412			6,008,769			851,330			26,254,917			15,414,265			2,183,911
Interest income		(244,075	)		(523,940	)		(74,232	)		(348,871	)		(1,596,826	)		(226,240	)
Depreciation and amortization		616,290			790,315			111,973			2,658,242			2,127,944			301,490
EBITDA		(6,112,034	)		1,010,554			143,175			(67,423,716	)		4,561,770			646,316

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 “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as DDC’s strategic and operational plans, 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.

	DDC Enterprise Limited

Date: January 19, 2024	By:	/s/ Norma Ka Yin Chu
	Name:	Norma Ka Yin Chu
	Title:	Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release dated January 19, 2024