United States securities and exchange commission logo
November 14, 2023
Norma Chu
Chief Executive Officer
DDC Enterprise Limited
Room 1601-1602, 16/F, Hollywood Centre
233 Hollywood Road
Sheung Wan, Hong Kong
Re: DDC Enterprise
Limited
Amendment No. 6 to
Registration Statement on Form F-1
Filed November 8,
2023
File No. 333-272689
Dear Norma Chu:
We have reviewed your amended registration statement and have the
following
comments.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe a comment applies to your
facts and circumstances
or do not believe an amendment is appropriate, please tell us why in
your response.
After reviewing any amendment to your registration statement and
the information you
provide in response to this letter, we may have additional comments.
Amendment 6 to Form F-1 Filed on November 8, 2023
Cover page
1. We note your revised
Exhibit 107 and disclosures throughout the filing that you are
registering 244,375
Class A Ordinary Shares underlying the underwriters warrants.
Please revise your
cover page to discuss these warrants.
Prospectus Summary
Our Securities, page 34
2. We note your disclosure
that your shareholders will approve the Share Consolidation of
your authorized shares
at a ratio of 1-for-16 shares, which will be effectuated before the
consummation of your
initial public offering. If the reverse stock split will occur at or
immediately before the
effectiveness of your registration statement, we remind you that in
accordance with SAB
Topic 4C, you must revise your financial statements and all related
Norma Chu
DDC Enterprise Limited
November 14, 2023
Page 2
disclosures throughout your filing to retro-actively reflect the
reverse stock split. If the
reverse stock split will occur after the effectiveness of your
registration statement, please
provide appropriate pro forma disclosures throughout your filing.
Please advise or revise
your disclosures accordingly.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Liquidity and Capital Resources, page 121
3. We note your disclosures about certain significant short-term and
long-term bank
borrowings with HSB and BOC on pages 121 and 122, respectively, that
these borrowings
were each repayable by September 2023. Please update these disclosures
given that this
prospectus is dated after such dates.
Management
Employment Agreements with Executives, page 170
4. We note that you removed disclosure relating to your agreements with
your directors.
However, we note that you previously filed a form of agreement with
your independent
directors as Exhibit 10.2. Please revise to discuss.
Exhibit 107 - Calculation of Filing Fee Table, page II-5
5. We note that your Exhibit 107 states that the par value of your Class
A ordinary shares is
$0.0001 per share, while your filing states that it is $0.016. Please
revise to clarify. Refer
to comment 11 in our letter dated July 7, 2023.
Part II
Information Not Required in Prospectus
Exhibit Index
Exhibit 5.1 - Opinion of Travers Thorp Alberga, page II-5
6. We note the statement that the opinion relates to the offering of
certain Class A Ordinary
shares. Please have counsel provide a revised opinion that states
the number of shares to
be offered, including the underwriters overallotment amount and the
shares underlying
the underwriters warrants. Refer to comment 11 in our letter dated
July 7, 2023.
Exhibit 5.3 - Opinion of Grandall Law Firm (Shanghai) regarding certain PRC law
matters, page
II-5
7. We note that counsel removed its consent to the reference to its firm
under the caption
Legal Matters. We further note that counsel did not sign this
opinion. Please have
FirstName LastNameNorma Chu
counsel file a revised signed opinion that expressly consents to the
reference to its firm
Comapany NameDDC
under the captionEnterprise Limitedin the prospectus. Refer to comment
13 in our letter
Legal Matters
dated
November 14,July 7, 2023.
2023 Page 2
FirstName LastName
Norma Chu
FirstName LastNameNorma Chu
DDC Enterprise Limited
Comapany 14,
November NameDDC
2023 Enterprise Limited
November
Page 3 14, 2023 Page 3
FirstName LastName
General
8. We note that you have four brands in your portfolio, which include
Mengwei. Refer to
your U.S. corporate website and your free writing prospectus, filed on
November 8, 2023.
However, we note your disclosures that as of August 2023, all
contractual arrangements
with Mengwei have been terminated. Please advise or revise.
9. Please tell us how your free writing prospectus, filed on November 8,
2023, complies with
Rule 433(c)(2) of the Securities Act or revise.
Please contact Ernest Greene at 202-551-3733 or Hugh West at
202-551-3872 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Jenny O'Shanick at 202-551-8005 or Erin Purnell at 202-551-3454 with
any other
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing
cc: Lawrence Venick