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 June 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 ☐
Information Contained in this Form 6-K Report
When used in this Form 6-K, unless otherwise indicated,
the term “Company,” refers to DDC Enterprise Limited.
On June 6, 2024, the Company and its indirect,
wholly owned subsidiary, DDC Omsom, Inc. (“DDC Omsom”), entered into an Asset Purchase Agreement (the “Agreement”),
pursuant to which DDC Omsom acquired the business of Omsom, Inc. (the “Acquisition”). The Agreement provided that:
(i) DDC Omsom acquired substantially all the assets of Omsom, Inc., including cash, receivables and inventory, and assumed certain obligations
including bank debt of approximately $800,000; (ii) the Company provide working capital of up to $3 million over the three-year period
immediately following the closing of the Acquisition; (iii) key employees of Omsom, Inc. become employees of DDC Omsom; and (iv) subject
to achievement of net revenue and net profit goals, the Company will pay additional purchase price consideration to Omsom, Inc. (consisting
of 50% shares of Company stock and 50% cash), currently estimated, based on current projections for DDC Omsom, to have an aggregate value
of $11.7 million. Omsom, Inc.’s gross revenues for 2023 were $3.7 million and its retail grocery revenues grew by 324% in the first
quarter of 2024 over the first quarter of 2023.
On June 12, 2024, the Company issued a press release
announcing the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
As previously disclosed, on January 10, 2024,
the Company announced that it had entered into an agreement to acquire 51% of G.L. Industry, S.p.A, an Italian producer of Asian ready-meals.
On June 7, 2024, the Company concluded that this acquisition will not proceed to a closing and that the agreement to acquire GLI is terminated.
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.
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DDC Enterprise Limited. |
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Date: June 12, 2024 |
By: |
/s/ Norma Ka Yin Chu |
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Name: |
Norma Ka Yin Chu |
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Title: |
Chief Executive Officer |
EXHIBIT INDEX
3
Exhibit 99.1
DayDayCook
Acquires Beloved Asian Food Brand, Omsom
Strategic
acquisition expands DDC’s U.S. presence and accelerates Omsom’s mission to deliver proud, loud Asian flavors to American homes
New York, June 12, 2024 — DDC Enterprise, Ltd., (NYSEAM:
DDC) (“DayDayCook,” “DDC,” or the “Company”), a leading multi-brand Asian consumer food company, today
announces it has acquired Omsom, the proud and loud Asian food brand that has quickly garnered a devoted following for its Cooking Sauces,
Saucy Noodles, and bold cultural commentary.
The acquisition, which consists of a combination of DDC’s cash
and stock paid out over four years, is expected to accelerate new product innovation for Omsom, with R&D anticipated to take half
the time from idea to aisle. Operational synergies between the two companies will also streamline processes and improve financial metrics.
Further, the two companies share a mission and vision, and together with DDC’s expanding portfolio, are poised to become a leading force
in the Asian food industry.
“We
are delighted to welcome Omsom to DayDayCook. Founders Vanessa and Kim are passionate about Asian cuisine and have created a bold brand
that brings genuine flavors right into the homes of consumers. Our presence in the U.S. is rapidly growing with the addition of Omsom
to our U.S. family of brands, joining Nona Lim and Yai’s Thai, which we acquired within the past year. Having three notable Asian
food brands in our portfolio will create enhanced synergies and resource integration, and make our operations more efficient and profitable.
We look forward to collaboration across the three brands and to ensuring even more Asian-inspired and developed products reach more U.S.
kitchens in the future,” said DDC founder Norma Chu.
“Omsom has always stood for something
much bigger than the two of us. When we launched the company in May 2020, it was with a mission of honoring and celebrating Asian Americana.
In the last couple years, our rowdy branding, damn delicious flavors, and unapologetic perspective have illuminated the way –
and now, those same values are showing us to our next chapter. They say, ‘If you want to go fast, go alone, but if you want to go
far, go with others,’ and that’s what we’re excited to do with DayDayCook,” said Omsom co-founder Kim Pham.
“It all started with a LinkedIn message
to Norma, when we first read about DayDayCook’s vision and mission, we knew we had to get in touch immediately. We are thrilled
that Omsom, which has been built brick-by-brick with heart and intention, will continue to thrive in partnership with DayDayCook. Omsom
has relentlessly centered the multitudes within Asian America – so it’s only fitting that we accelerate our next chapter with
another Asian woman-founded and -led business,” said Omsom CEO and co-founder Vanessa Pham.
DayDayCook was founded in 2012 by Chu, who
is on a mission to share the joy of Asian cooking culture with the world. Omsom was founded in 2020 by first-generation Vietnamese-American
sisters Vanessa and Kim Pham with the goal of bringing restaurant-quality Asian cuisine to American home kitchens.
Originally launched as a direct-to-consumer
business, Omsom expanded into retail nationally just two years later. By the end of Q1 2024, grocery channel revenue was up 324% year-over-year,
solidifying the team’s focus on retail expansion. The company’s two product lines – Cooking Sauces and Saucy Noodles
– have reached 100K customers and 2000+ stores nationwide including Whole Foods Market, Target, Sprouts, and The Fresh Market. Omsom
expects significant innovations and continued revenue and retail growth in 2024.
On June 4, 2024, the Compensation Committee
of DDC’s Board of Directors granted option awards covering a total of 160,000 shares of DDC’s Class A Ordinary Shares to five
new non-executive employees who were formerly employed by Omsom as a part of their employment packages with a wholly-owned subsidiary
of DDC. Each award was granted under the terms of DDC’s 2023 Employee Share Option Plan and vests over a four-year period, subject
to continued service through each vesting date. Each award was granted as a material inducement to employment in accordance with the NYSE
Listed Company Manual Rule 303A.08.
ABOUT DAYDAYCOOK
DayDayCook (NYSEAM: DDC) is on a mission to share the joy of
Asian cooking culture with the world, offering a suite of accessible and healthy ready-to-eat, ready-to-cook, and ready-to-heat products
that cater to the global palate. DayDayCook has evolved from a culinary content authority to a multi-brand powerhouse, curating a broad
range of products that champion authenticity, nutrition, and convenience.’ The company’s growing portfolio includes DayDayCook,
Nona Lim, Yai’s Thai, MengWei, and Yujia Weng. Visit us.daydaycook.com for more information, or follow the Company on LinkedIn.
ABOUT OMSOM
Omsom was founded in 2020 by
first-generation Vietnamese-American sisters Vanessa and Kim Pham with the goal of reclaiming Asian flavors that have been diluted for
far too long. Omsom partners with iconic Asian chefs to craft their cultworthy product lines— Omsom Sauces and Saucy
Noodles— bringing restaurant-quality Asian flavors into any home kitchen easily. Its Saucy Noodles – premium instant noodles
alongside flavorful, luscious sauces – deliver real-deal Asian flavors in just four minutes. Omsom’s products, thought leadership,
and partnerships have had a significant cultural impact, including influencing Whole30’s stance on MSG. The company has also received
numerous awards and recognition from CNN, Food & Wine, The Kitchn, Fast Company, NOSH, The New York Times, Vogue, and The Wall Street
Journal. For more information, visit www.omsom.com.
Forward-Looking Statements
Certain statements in
this announcement are forward-looking statements, including, for example, statements about completing the acquisition, anticipated revenues,
growth and expansion. These forward-looking statements involve known and unknown risks and uncertainties and are based on the Company’s
current expectations and projections about future events that the Company believes may affect its financial condition, results of operations,
business strategy and financial needs. These forward-looking statements are also based on assumptions regarding the Company’s present
and future business strategies and the environment in which the Company will operate in the future. Investors can find many (but not all)
of these statements by the use of words such as “may,” “will,” “expect,” “anticipate,”
“aim,” “estimate,” “intend,” “plan,” “believe,” “likely to” or
other similar expressions. The Company undertakes no obligation to update or revise publicly any forward-looking statements to reflect
subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes
that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn
out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages
investors to review other factors that may affect its future results in the Company’s registration statement and other filings with
the SEC.
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