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CORRESP Filing

DDC Enterprise Ltd
Date: Aug. 5, 2025 · CIK: 0001808110 · Accession: 0001213900-25-072150

Offering / Registration Process Regulatory Compliance Capital Structure

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File numbers found in text: 333-288825

Referenced dates: July 31, 2025

Date
August 5, 2025
Author
/s/ Norma Chu
Form
CORRESP
Company
DDC Enterprise Ltd

Letter

Via Edgar Division of Corporation Finance Office of Manufacturing Re: DDC Enterprise Ltd Registration Statement on Form F-3 Filed July 22, File No. 333-288825

Dear SEC Officers:

We hereby provide a response to the comments issued in a letter dated July 31, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement on Form F-3 (the “Registration Statement”). Contemporaneously, we are filing the amended Registration Statement via Edgar (the “Amended F-3”).

In order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-3, we have responded to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration Statement on Form F-3 filed July 22, 2025

General

1. We note that Anson Investments Master Fund L.P. and Anson East Master Fund L.P. are equity line investors under your Ordinary Share Purchase Agreement dated as of June 16, 2025. Please revise to indicate that both are underwriters. Refer to Securities Act Compliance and Disclosure Interpretations 139.13. Additionally, please expand your disclosure to include a more detailed description of the material terms of the agreement, including but not limited to, the purchase terms.

Response: We respectfully advise the Staff that we have revised the prospectus cover page and page 93 of the Amended F-3.

Please reach Ted Paraskevas, the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing. Thank you.

Sincerely,
/s/ Norma Chu

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CORRESP
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 filename1.htm

 DDC ENTERPRISE LIMITED

 368 9th Ave., 6th Floor

 New York, New York 10001

 Via Edgar

 August 5, 2025

 Division of Corporation Finance

 Office of Manufacturing

 U.S. Securities & Exchange Commission

 100 F Street, NE

 Washington, D.C. 20549

 Re: DDC Enterprise Ltd (the “Company”)

 Registration Statement on Form F-3

 Filed on July 22, 2025

 File No. No. 333-288825

 Re: DDC Enterprise
Ltd

 Registration Statement
on Form F-3

 Filed July 22,
2025

 File No. 333-288825

 Dear SEC Officers:

 We hereby provide a response
to the comments issued in a letter dated July 31, 2025 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form F-3 (the “Registration Statement”). Contemporaneously, we are filing the amended Registration Statement
via Edgar (the “Amended F-3”).

 In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended F-3, we have responded to the comments set forth in the
Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s comments and correspond
to the numbered paragraph in the Staff’s Letter.

 Registration Statement on Form F-3 filed
July 22, 2025

 General

 1.
 We note that Anson Investments Master
 Fund L.P. and Anson East Master Fund L.P. are equity line investors under your Ordinary Share Purchase Agreement dated as of June
 16, 2025. Please revise to indicate that both are underwriters. Refer to Securities Act Compliance and Disclosure Interpretations
 139.13. Additionally, please expand your disclosure to include a more detailed description of the material terms of the agreement,
 including but not limited to, the purchase terms.

 Response: We respectfully advise the
Staff that we have revised the prospectus cover page and page 93 of the Amended F-3.

 Please reach Ted Paraskevas,
the Company’s outside counsel at +1 212-407-4971 if you would like additional information with respect to any of the foregoing.
Thank you.

 Sincerely,

 /s/ Norma Chu

 DDC Enterprise Limited

 Chief Executive Officer

 Encl.