UNITEDSTATES

SECURITIESAND EXCHANGE COMMISSION

Washington,D.C. 20549

FORM6-K

REPORTOF FOREIGN PRIVATE ISSUER

PURSUANTTO RULE 13a-16 OR 15d-16

UNDERTHE SECURITIES EXCHANGE ACT OF 1934

Forthe month of July 2025

CommissionFile Number: 001-41872

DDCEnterprise Limited

 3689^th Ave., New York, NY 10001 USA

+ 852-2803-0688

(Addressof principal executive office)

Indicateby check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form20-F ☒        Form 40-F ☐

InformationContained in this Form 6-K Report

Whenused in this Form 6-K (this “Report”), unless otherwise indicated, the terms, “DDC,” “Company,”and “we” refer to DDC Enterprise Limited.

As of July 1, 2025, the Company has 8,307,583 Class A Ordinary shares issued and outstanding (which includes 1,513,520 Class A Ordinaryshares that the Company is obligated to issue but which are pending issuance.) 

Entryinto Material Definitive Agreements

SubscriptionAgreements

OnJune 20, 2025, DDC Enterprise Limited (the “Company”) entered into three separate subscription agreements (the “SubscriptionAgreements”) with three investors (the “Investors”). Pursuant to the Subscription Agreements, the Investors agreedto subscribe for and purchase, and the Company agreed to sell to the three Investors, (i) an aggregate of 266,444 Class A ordinary shares,par value $0.40 per share (the “Class A Ordinary A Shares”), at a purchase price of $9.00; (ii) an aggregate of 308,833 ClassA Ordinary Shares at a purchase price of $12.00; and (iii) an aggregate of 259,244 Class A Ordinary Shares at a purchase price of $18.50,respectively (collectively, the “Shares”), to be paid in bitcoin cryptocurrency, for aggregate consideration of 100 bitcoins(the “Offering”). The closing of the Offering requires satisfaction of all NYSE American requirements related to the Offering.

TheInvestors have agreed to be bound by lock-up provisions with respect to their subscribed shares. The lock-up periods for Investors aresubject to certain conditions, depending on the Company’s attainment of a designated market capitalization.

Eachinvestor has represented and warranted to the Company, in separate letters, that, among other things, they are not a “U.S. Person”as defined under Rule 902 of the Securities Act of 1933 and were outside the U.S. during the offer and sale of the Shares; they are acquiringthe Shares for investment, not for resale to U.S. persons, and will comply with Regulation S, registration, or exemptions for any subsequentsales; and they have no plan to sell in the U.S and are not distributors.

Theissuance of securities pursuant to the Subscription Agreements will be made in reliance on the exemptions from registration providedby Section 4(a)(2) under the Securities Act of 1933, as amended, and Regulation D promulgated thereunder.

Theforegoing description of the Subscription Agreements does not purport to be complete and is subject to, and qualified in its entiretyby, the full text of the Subscription Agreements, a form of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.

AdditionalAgreements

Inconnection and simultaneously with the execution of the Subscription Agreements, the Company entered into separate option agreements(“Option Agreements”) and collateral agreements (“Collateral Agreements”) with each of the three Investors.

Pursuantto the Option Agreements, the Company agreed to grant to the Investors the right to require the Company to direct the purchase or re-purchaseof the Shares or a part of the Shares at the applicable exercise price set forth in the Option Agreements (referred to herein as the“Put Option”). The Investors may exercise the Put Option by submitting a put option exercise notice to the Company at anytime during a thirty-six months period (“Put Option Exercise Period”), when the Company’s market capitalization fallsbelow $500 million. The Put Option may be exercised not more than twice during the Put Option Exercise Period and not more than oncein any period of twelve consecutive months. The Investors may also exercise the Put Option requiring the Company to purchase all of theShares after the occurrence of an event of default or bankruptcy events, as set forth in the Option Agreements.

Pursuantto the Collateral Agreements, the Company agreed to charge all of its rights, title and interest from time to time in a Bitcoin wallet(the “Charged Wallet”) and all Bitcoin and other cryptocurrencies and digital currency standing to the credit of the ChargedWallet (together with the Charged Wallet, the “Charged Property”), by way of a first fixed charge in favor of the Investors.Upon the occurrence of an event of default set forth in the Option Agreements, the Investors shall have absolute and full control overthe Charged Property, and to require release and delivery of password and private key of the Charged Wallet.

Theforegoing description of the Option Agreements and the Collateral Agreements does not purport to be complete and is subject to, and qualifiedin its entirety by, the full text of the Option Agreements and the Collateral Agreements, forms of which are filed hereto as Exhibit10.2 and 10.3, respectively, and incorporated herein by reference.

SafeHarbor Statements

Thisfiling contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. PrivateSecurities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “in the processof,” “will,” “expects,” “anticipates,” “aims,” “future,” “intends,”“plans,” “believes,” “estimates,” “confident,” “potential,” “continue”or other similar expressions. DDC may also make written or oral forward-looking statements in its periodic reports to the U.S. Securitiesand Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materialsand in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, includingbut not limited to statements about DDC’s beliefs and expectations, are forward-looking statements. Forward-looking statementsinvolve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained inany 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 andretain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants andthird-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policiesand measures; its ability to establish and maintain relationships with merchants; trends and competition in China’s e-commercemarket; changes in its revenues and certain cost or expense items; the expected growth of China’s e-commerce market; PRC governmentalpolicies and regulations relating to DDC’s industry, and general economic and business conditions globally and in China and assumptionsunderlying or related to any of the foregoing. Further information regarding these and other risks is included in DDC’s filingswith the SEC. All information provided in this report and in the attachments is as of the date of this report, and DDC undertakes noobligation to update any forward-looking statement, except as required under applicable law.

SIGNATURES

Pursuantto the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned, thereunto duly authorized.

EXHIBITINDEX

4

Exhibit 10.1

Execution Version

SubscriptionAgreement

THE SECURITIES ARE BEING OFFERED PURSUANT TO SECTION4(A)(2) OF THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) AND RULE 506(b) PROMULGATED THEREUNDER AND HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONSON THE TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

THE PURCHASE OF THE SECURITIES INVOLVES A HIGHDEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

DDC Enterprise Limited

c/o International Corporation Services Ltd

P.O. Box 472

Harbour Place, 2^nd Floor

103 South Church Street

George Town

Grand Cayman

Cayman Islands KY1-1106

The undersigned subscriber(“Subscriber”) understands that DDC Enterprise Limited, an exempted company incorporatedunder the laws of the Cayman Islands (the “Company”), is offering its Class A ordinary shares, par value $0.4 per share(the “Securities”), in five (5) separate placements, in an offering exempt pursuant to Section 4(a)(2) of the SecuritiesAct and Rule 506(b) promulgated thereunder without registration of the Securities under the Securities Act (the “Offering”).

1. Subscription.Subject to the terms and conditions hereof and as separately agreed by the parties, the Subscriber hereby subscribes for the number ofSecurities able to be purchased on each subscription date set forth in the Schedule on the signature page hereto (each, a “SubscriptionDate”) at an issue price per share on each Subscription Date respectively as set out in the Schedule (the “Consideration”),such amounts to be settled in BTC (as defined below). The Subscriber acknowledges that the Securities will be subject to restrictionson transfer as set forth in this subscription agreement (the “Subscription Agreement”).

2. Acceptanceof Subscription and Issuance of Securities. Subject to the terms and conditions hereof, the Company hereby agrees to sell to the Subscriberthe Securities at the Closing referred to in Section 3 hereof and provided always that the maximum number of Securities to be acceptedfor subscription hereunder shall not exceed 4.99% of the total number of Securities on issue.

3. TheClosing; NYSE Compliance. The closing of the purchase and sale of the Securities (the “Closing”) shall take placeon each Subscription Date, or such other later date and at such time and place as the Company may agree with the Subscriber; providedthat all requirements of the NYSE-American related to the Offering are satisfied on or before such Closing. “NYSE American”means NYSE American LLC.

4. Paymentfor Securities. In consideration of the sale of the Securities, the Subscriber shall pay the Consideration to the Company in the formof Bitcoin cryptocurrency (“BTC”), in such amount payable on each Subscription Date as set forth in the Schedule. Paymentfor the Securities shall be made directly to the Company from the Subscriber in unencumbered BTC by transfer of the BTC token to a designatedcryptocurrency wallet in the name of the Company (the “Wallet A BTC Reserve”) as notified to the Subscriber in writingprior to the Subscription Date. The Subscriber shall receive notice and evidence of electronic entry of the number of the Securities issuedto Subscriber and reflected on the books and records of the Company, which shall bear a notation that the Securities were sold in relianceupon an exemption from registration under the Securities Act.

5. Representationsand Warranties of the Company. As of the Closing, the Company represents and warrants that:

a. TheCompany is duly formed and validly existing under the laws of the country of its corporation, with full power and authority to conductits business as it is currently being conducted and to own its assets; and has secured any other authorizations, approvals, permits, andorders required by law for the conduct by the Company of its business as it is currently being conducted.

b. TheSecurities have been duly authorized and, when issued, delivered, and paid for in the manner set forth in this Subscription Agreement,will be validly issued, fully paid and nonassessable, and will not have been issued in violation of or subject to any preemptive or similarrights created under the Company’s certificate of incorporation, the Company’s articles of association or under applicableCayman Islands law.

c. Theexecution and delivery by the Company of this Subscription Agreement and the consummation of the transactions contemplated hereby (includingthe issuance, sale and delivery of the Securities) are within the Company’s powers and have been duly authorized by all necessarycorporate action on the part of the Company. Upon full execution hereof, this Subscription Agreement shall constitute a valid and bindingagreement of the Company, enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy,insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors’ rights generally,(ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies and (iii)with respect to provisions relating to indemnification and contribution, as limited by considerations of public policy and by federalor securities, “blue sky” or other similar laws of such jurisdiction (collectively referred to as the “State SecuritiesLaws”).

d. TheCompany is authorized to issue One Million Seven Hundred fifty Thousand (1,750,000) Class B shares, par value $0.4 per share (the “ClassB Shares”); Two Hundred Million (200,000,000) Class A shares, par value $0.4 per share (the “Class A Shares”,and together with the Class B Shares, the “Ordinary Shares”); and Ten Million (10,000,000) preferred shares, par value$0.016 per share (“Preferred Shares”). All of the issued and outstanding shares of the Company have been duly authorizedand validly issued and are fully paid, nonassessable and free of pre-emptive rights and were issued in full compliance with applicablestate and federal securities law and any rights of third parties. The issue and sale of the Securities in this Offering will not obligatethe Company to issue any securities to any person (other than subscribers) and will not result in a right of any security holder in Companysecurities to adjust the exercise, conversion, exchange or reset price under such securities. The Class A Shares are registered pursuantto Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are listed for trading on NYSEAmerican. The Securities rank pari passu with all outstanding Class A Shares.

e. Thereare no actions, suits, proceedings or investigations pending or, to the best of the Company’s knowledge, threatened before any court,administrative agency or other governmental body against the Company which question the validity of this Agreement or the right of theCompany to enter into it, or to consummate the transactions contemplated hereby, or which would reasonably be expected to have a materialadverse effect on the Company. The Company is not a party or subject to, and none of its assets is bound by, the provisions of any order,writ, injunction, judgment or decree of any court or government agency or instrumentality which would reasonably be expected to have amaterial adverse effect on the Company. There is no suit, action, proceeding or investigation pending or, to the knowledge of the Company,threatened against the Company by NYSE American or the SEC, respectively, to prohibit or terminate the listing of the Class A Shares orto deregister the Class A Shares. The Company has taken no action that is designed to terminate the listing of the Class A Shares on NYSEAmerican or the registration of the Class A Shares under the Exchange Act.

f. Assumingthe accuracy of the Subscriber’s representations and warranties set forth in Section 6 hereof, no order, license, consent, authorizationor approval of, or exemption by, or action by or in respect of, or notice to, or filing or registration with, any governmental body, agencyor official is required by or with respect to the Company in connection with the execution, delivery and performance by the Company ofthis Subscription Agreement except (i) for such filings as may be required under Regulation D, Rule 506(b) promulgated under the SecuritiesAct, or under any applicable State Securities Laws, (ii) for such other filings and approvals as have been made or obtained, or (iii)where the failure to obtain any such order, license, consent, authorization, approval or exemption or give any such notice or make anyfiling or registration would not have a material adverse effect on the ability of the Company to perform its obligations hereunder.

g. Theexecution, delivery and performance of this Subscription Agreement, including the issuance and sale of the Securities hereunder, and thecompliance by the Company with all of the provisions of this Subscription Agreement and the consummation of the transactions contemplatedherein will not (i) conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under,or result in the creation or imposition of any lien, charge or encumbrance upon any of the property or assets of the Company or any ofits subsidiaries pursuant to the terms of any indenture, mortgage, deed of trust, loan agreement, lease, license or other agreement orinstrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound or towhich any of the property or assets of the Company or any of its subsidiaries is subject, which would reasonably be expected to have amaterial adverse effect on the business, properties, assets, liabilities, operations, financial condition, stockholders’ equityor results of operations of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”) or materiallyaffect the validity of the Securities or the legal authority of the Company to comply in all material respects with the terms of thisSubscription Agreement; (ii) result in any violation of the provisions of the organizational documents of the Company or any of its subsidiaries;or (iii) result in any violation of any statute or any judgment, order, rule or regulation of any court or governmental agency or body,domestic or foreign, having jurisdiction over the Company or any of its subsidiaries or any of their respective properties that wouldreasonably be expected to have a Material Adverse Effect or materially affect the validity of the Acquired Shares or the legal authorityof the Company to comply in all material respects with this Subscription Agreement.

h. Asof their respective dates, all forms, reports, statements, schedules, proxies, registration statements and other documents, includingany exhibits thereto, together with any amendments, restatements or supplements thereto filed by the Company with the SEC prior to thedate of this Subscription Agreement (the “SEC Reports”) were prepared in all material respects in accordance with the requirementsof the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder, and none of the SEC Reports,when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessaryin order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statementsof the Company included in the SEC Reports were prepared in all material respects in accordance with (i) generally accepted accountingprinciples in the United States and (ii) Regulation S-X or Regulation S-K, as applicable, as in effect at the time of filing and fairlypresent in all material respects the financial position of the Company as of and for the dates thereof and the results of operations andcash flows for the periods then ended, subject, in the case of interim financial statements, to normal recurring year-end audit adjustments(the effect of which will not, individually or in the aggregate, be material) and the omission of notes to the extent permitted by RegulationS-X or Regulation S-K, as applicable. There are no outstanding or unresolved comments in comment letters received by the Company fromthe staff of the Division of Corporation Finance of the SEC with respect to any of the SEC Reports.

i. TheCompany is in compliance with all applicable laws, except where such non-compliance would not, individually or in the aggregate, reasonablybe expected to have a Material Adverse Effect. The Company has not received any written communication from a governmental entity thatalleges that the Company is not in compliance with or is in default or violation of any applicable law, except where such non-compliance,default or violation would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

j. Neitherthe Company nor any of its subsidiaries has taken any steps to seek protection pursuant to any law or statute relating to bankruptcy,insolvency, reorganization, receivership, liquidation, administration or winding up or failed to pay its debts when due, nor does theCompany or any subsidiary have any knowledge or reason to believe that any of their respective creditors intend to initiate involuntarybankruptcy proceedings or seek to commence an administration.

k. TheCompany is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

6. Representationsand Warranties of the Subscriber. The Subscriber hereby represents and warrants to and covenants with the Company that:

a. General .

i. TheSubscriber has all requisite authority (and in the case of an individual, the capacity) to purchase the Securities, enter into this SubscriptionAgreement and to perform all the obligations required to be performed by the Subscriber hereunder, and such purchase will not contraveneany law, rule or regulation binding on the Subscriber or any investment guideline or restriction applicable to the Subscriber.

ii. TheSubscriber is a resident of the state set forth on the signature page hereto and is not acquiring the Securities as a nominee or agentor otherwise for any other person.

iii. TheSubscriber will comply with all applicable laws and regulations in effect in any jurisdiction in which the Subscriber purchases or sellsSecurities and obtain any consent, approval or permission required for such purchases or sales under the laws and regulations of any jurisdictionto which the Subscriber is subject or in which the Subscriber makes such purchases or sales, and the Company shall have no responsibilitytherefor. The Subscriber has no present intention of selling or otherwise disposing of the Securities in violation of the securities lawsof the United States.

iv. Ifthe Subscriber is not a United States person (as defined by Section 7701(a)(30) of the Internal Revenue Code of 1986, as amended),the Subscriber hereby represents that it has satisfied itself as to the full observance of the laws of its jurisdiction in connectionwith any invitation to subscribe for the Securities or any use of this Subscription Agreement, including (i) the legal requirementswithin its jurisdiction for the purchase of the Securities, (ii) any foreign exchange restrictions applicable to such purchase, (iii) anygovernmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that maybe relevant to the purchase, holding, redemption, sale, or transfer of the Securities. The Subscriber’s subscription and paymentfor and continued beneficial ownership of the Securities will not violate any applicable securities or other laws of the Subscriber’sjurisdiction.

b. Information Concerning the Company.

i. Withrespect to information provided by the Company, the Subscriber has relied solely on the information contained in this Subscription Agreementto make the decision to purchase the Securities.

ii. TheSubscriber understands and accepts that the purchase of the Securities involves various risks. The Subscriber represents that it is ableto bear any and all loss associated with an investment in the Securities.

iii. TheSubscriber confirms that it is not relying and will not rely on any communication (written or oral) of the Company or any of its affiliates,as investment advice or as a recommendation to purchase the Securities. It is understood the Company is not acting nor has it acted asan advisor to the Subscriber in deciding to invest in the Securities. The Subscriber acknowledges that neither the Company, nor any ofits affiliates has made any representation regarding the proper characterization of the Securities for purposes of determining the Subscriber’sauthority or suitability to invest in the Securities.

iv. TheSubscriber is familiar with the business and financial condition and operations of the Company. The Subscriber has had access to suchinformation concerning the Company and the Securities as it deems necessary to enable it to make an informed investment decision concerningthe purchase of the Securities.

v. TheSubscriber understands that, unless the Subscriber notifies the Company in writing to the contrary at or before the Closing, each of theSubscriber’s representations and warranties contained in this Subscription Agreement will be deemed to have been reaffirmed andconfirmed as of the Closing, taking into account all information received by the Subscriber.

vi. TheSubscriber acknowledges that the Company has the right in its sole and absolute discretion to abandon this Offering at any time priorto the completion of the Offering. This Subscription Agreement shall thereafter have no force or effect and the Company shall return anypreviously paid subscription price of the Securities, without interest thereon, to the Subscriber.

vii. TheSubscriber understands that no federal or state agency has passed upon the merits or risks of an investment in the Securities or madeany finding or determination concerning the fairness or advisability of this investment.

c. NoGuaranty. The Subscriber confirms that the Company has not given any guarantee or representation as to the potential success,return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of the investment in the Securities. Indeciding to purchase the Securities, the Subscriber is not relying on the advice or recommendations of the Company and the Subscriberhas made its own independent decision that the investment in the Securities is suitable and appropriate for the Subscriber.

d. Statusof Subscriber. The Subscriber has such knowledge, skill and experience in business, financial and investment matters that theSubscriber is capable of evaluating the merits and risks of an investment in the Securities. With the assistance of the Subscriber’sown professional advisors, to the extent that the Subscriber has deemed appropriate, the Subscriber has made its own legal, tax, accountingand financial evaluation of the merits and risks of an investment in the Securities and the consequences of this Subscription Agreement.The Subscriber has considered the suitability of the Securities as an investment in light of its own circumstances and financial conditionand the Subscriber is able to bear the risks associated with an investment in the Securities and its authority to invest in the Securities.

e. Restrictionson Transfer or Sale of Securities.

i. TheSubscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not witha view to, or for resale in connection with, any distribution of the Securities. The Subscriber understands that the Securities have notbeen registered under the Securities Act or any State Securities Laws by reason of specific exemptions under the provisions thereof whichdepend in part upon the investment intent of the Subscriber and of the other representations made by the Subscriber in this SubscriptionAgreement. The Subscriber understands that the Company is relying upon the representations and agreements contained in this SubscriptionAgreement (and any supplemental information) for the purpose of determining whether this transaction meets the requirements for such exemptions.

ii. TheSubscriber also understands that the Securities are being offered and sold pursuant to an exemption from registration contained in theSecurities Act based in part upon Subscriber’s representations contained in this Subscription Agreement. Subscriber understandsthat the Securities are “restricted securities” as that term is defined by Rule 144 under the Securities Act, and that Subscribermay only resell such Securities in a transaction registered under the Securities Act or subject to an available exemption therefrom, andin accordance with any applicable state securities laws. In the event of any such resale, the Company may require an opinion of counselsatisfactory to it. Subscriber acknowledges that any physical certificate or book entry representing the Securities shall bear a legendto this effect:

“THE SECURITIES REPRESENTED BYTHIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),OR UNDER THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION. NEITHER THESE SECURITIES NOR ANY INTEREST OR PARTICIPATION HEREIN MAYBE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTIONTHEREFROM PURSUANT TO THE ACT AND APPLICABLE STATE SECURITIES LAWS. ANY OFFER, SALE, ASSIGNMENT, TRANSFER OR OTHER DISPOSITION OF THESESECURITIES IN A TRANSACTION THAT IS NOT REGISTERED UNDER THE ACT IS SUBJECT TO THE CORPORATION’S RIGHT TO REQUIRE DELIVERY OF ANOPINION OF COUNSEL TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIESLAWS.”

“THESALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAINSUBSCRIPTION AGREEMENT, DATED [*], 2025, BY AND AMONG DDC ENTERPRISE LIMITED AND THE OTHER PARTIES THERETO. COPIES OF SUCH AGREEMENT MAYBE OBTAINED UPON WRITTEN REQUEST TO THE CORPORATION.”

iii. TheSubscriber further agrees that, without the prior written consent of the Company, the Subscriber will not offer, pledge, sell, contractto sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly or enter into any swap or other arrangement that transfersto another, in whole or in part, any of the economic consequences of ownership of the Securities (the “Lock-up”), savethat the Lock-up shall expire and the Subscriber may transfer Securities as specified below in compliance with Rule 144 under the SecuritiesAct or other applicable rules under the Securities Act when the Company has achieved at least [·]market capitalization (the “Trigger”), all of the Securities owned by the Subscriber shall be released from Lock-up.

f. ContinuedEconomic Risk. The Subscriber acknowledges that the Subscriber is able to bear the economic risk of losing Subscriber’sentire investment in the Securities. The Subscriber also understands that an investment in the Company involves significant risks andhas taken full cognizance of and understands all of the risk factors relating to the purchase of Securities.

g. NonU.S. Person – Regulation S.

h. Shareholderinformation. Within five days after receipt of a request from the Company, the Subscriber hereby agrees to provide such informationwith respect to its status as a shareholder (or potential shareholder) and to execute and deliver such documents as may reasonably benecessary to comply with any and all laws and regulations to which the Company is or may become subject. Subscriber further agrees thatin the event it transfers any Securities, it will require the transferee of such Securities to agree to provide such information to theCompany as a condition of such transfer.

Publicly Available Information.The Subscriber has read all of the Company’s public filings, including without limitation the Company’s period Reports onForms 6-K and Annual Report on Form 20-F for the fiscal year ended December 31, 2023.

7. Conditionsto Obligations of the Subscriber and the Company. The obligations of the Subscriber to purchase and pay for the Securities specifiedon the signature page hereto and of the Company to sell the Securities are subject to the satisfaction at or prior to the Closing of thefollowing conditions precedent: the representations and warranties of the Company contained in Section 5 hereof and of the Subscribercontained in Section 6 hereof shall be true and correct as of the Closing in all respects with the same effect as though such representationsand warranties had been made as of the Closing.

8. ObligationsIrrevocable. Following the Closing, the obligations of the Subscriber shall be irrevocable.

9. Legend.The certificates, book entry or other form of notation representing the Securities sold pursuant to this Subscription Agreement will benotated with a legend or designation, which communicates in some manner that the Securities were issued pursuant to Section 4(a)(2) ofthe Securities Act and Rule 506(b) promulgated thereunder and may only be resold pursuant to an exemption from or compliance with theregistration provisions of the Securities Act.

10. Waiver,Amendment. Neither this Subscription Agreement nor any provisions hereof shall be modified, changed, discharged, or terminated exceptby an instrument in writing, signed by the party against whom any waiver, change, discharge or termination is sought.

11. Assignability.Neither this Subscription Agreement nor any right, remedy, obligation or liability arising hereunder or by reason hereof shall be assignableby either the Company or the Subscriber without the prior written consent of the other party.

12. GoverningLaw. This Subscription Agreement shall be governed by and construed in accordance with the laws of the Cayman Islands, without regardto conflict of law principles thereof. The parties agree that any action brought by either party to interpret or enforce any provisionof this Subscription Agreement shall be brought in, and each party agrees to, and does hereby, submit to the jurisdiction and venue of,the appropriate state or federal court for the district encompassing the Company’s principal place of business.

13. Sectionand Other Headings. The section and other headings contained in this Subscription Agreement are for reference purposes only and shallnot affect the meaning or interpretation of this Subscription Agreement.

14. Counterparts.This Subscription Agreement may be executed in any number of counterparts, each of which when so executed and delivered shall be deemedto be an original and all of which together shall be deemed to be one and the same agreement.

15. Notices.All notices and other communications provided for herein shall be in writing and shall be deemed to have been duly given if deliveredpersonally or sent by registered or certified mail, return receipt requested, postage prepaid or email to the following addresses (orsuch other address as either party shall have specified by notice in writing to the other):

16. BindingEffect. The provisions of this Subscription Agreement shall be binding upon and accrue to the benefit of the parties hereto and theirrespective heirs, legal representatives, successors and assigns.

17. Survival.All representations, warranties and covenants contained in this Subscription Agreement shall survive (i) the acceptance of the subscriptionby the Company, (ii) changes in the transactions, documents and instruments which are not material or which are to the benefit of theSubscriber and (iii) the death or disability of the Subscriber.

18. Notificationof Changes. The Subscriber hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the closingof the purchase of the Securities pursuant to this Subscription Agreement, which would cause any representation, warranty, or covenantof the Subscriber contained in this Subscription Agreement to be false or incorrect.

19. Severability.If any term or provision of this Subscription Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegalityor unenforceability shall not affect any other term or provision of this Subscription Agreement or invalidate or render unenforceablesuch term or provision in any other jurisdiction.

IN WITNESS WHEREOF, the Subscriber has executedthis Subscription Agreement this __th day of ______, 2025.

State/Country of Domicile or Formation: _____________________________________

Address of Subscriber:

Subscriptions Securities:

The offer to purchase Securities as set forth above is confirmed andaccepted by the Company as to all of the Securities for the subscription amount specified above on the subscriber’s signature page.

Exhibit 10.2

Execution Version

DATED [●] 2025

DDC ENTERPRISE LIMITED

and

[●]

OPTION AGREEMENT

TABLE OF CONTENTS

This Agreement is entered into on [●]2025, by and between:

(The Subscriber andDDC are collectively referred to as the “Parties” and “Party” means any of them).

NOW, THEREFORE, in consideration of thepromises contained herein and intending to be legally bound, the parties agree as follows:

“Anniversary”means each of the first (1^st), second (2^nd) and third (3^rd) anniversaries of the Effective Date;

“BTC”means Bitcoin cryptocurrency;

“Closing Price”means for the Shares for any Trading Day the last reported price of the Shares published by or derived from Bloomberg (or its successor)for such day;

“Completion”means completion of the sale and purchase of the Relevant Securities then held by the Subscriber (or, if the Put Option is exercised inrespect of part of the Relevant Securities, the part thereof) pursuant to Clause 4 of this Agreement;

“CompletionDate” means the date of a Completion as determined under Clause 2.2 of this Agreement;

“EffectiveDate” means [●] 2025;

“Event of Default”has the meaning ascribed to it under Clause 3 of this Agreement;

“Exercise Date”means the date on which a Put Option Exercise Notice is served;

“Exercise Price” means, with respect toan Anniversary, a price to be paid in BTC determined as follows:

Where:

BTCn = Number of BTC to be deliveredat Completion

OS = Number of Option Shares specifiedin the Put Option Exercise Note

TS = Total number of Relevant Securitiesheld by the Subscriber on such Anniversary

BTCw = Number of BTC in the Wallet A BTC Reserve deliveredby or on behalf of the Subscriber pursuant to its Subscription Agreement

“FCPA”means the United States Foreign Corrupt Practices Act of 1977, as amended from time to time (including the rules and regulations promulgatedthereunder);

“Hong Kong”means the Hong Kong Special Administrative Region of the PRC;

“Maturity Date”means the first business day after the third (3^rd) anniversary of the Effective Date;

“Market Capitalization”means at any time the product equal to the number of outstanding shares of the Company quoted on the NYSE American or other qualifiedexchange multiplied by the Closing Price per Share reported or published by or derived from Bloomberg (or its successor);

“NYSE American”means NYSE American LLC;

“OFAC”means Office of Foreign Assets Control of the United States Department of the Treasury;

“Option Shares”means:

“PRC”means the People’s Republic of China;

“Put Option”has the meaning ascribed to it in Clause 2 of this Agreement;

“Put OptionExercise Event” means on any Anniversary, the Market Capitalization is less than the Target Market Capitalization;

“Put OptionExercise Notice” shall be in the form substantially set out in Schedule 3 hereto;

“Put OptionExercise Period” means the period within which the Put Option is exercisable, being from and including the Effective Date toand including the Maturity Date;

“Relevant Securities”means the “Securities” as defined under, and subscribed by the Subscriber, pursuant to the Subscription Agreement;

“Security Documents”means:

“Security Interest”means (a) a mortgage, charge, pledge, lien or other encumbrance securing any obligation of any person, (b) any arrangement under whichmoney or claims to, or for the benefit of, a bank or other account may be applied, set-off or made subject to a combination of accountsso as to effect payment of sums owed or payable to any person or (c) any other type of preferential arrangement (including title transferand retention arrangements) having a similar effect;

“Shares”means the Class A ordinary shares of par value $0.4 each in the authorized share capital of DDC existing on the date of initial publicoffering of the shares in DDC and all other (if any) shares or stock from time to time and for the time being ranking pari passu therewithand all other (if any) shares or stock resulting from any sub-division, consolidation or re-classification thereof;

“Target Market Capitalization”for the purposes of a Put Option Exercise Event means, when DDC achieves a market capitalization of at least US$500 million;

“Tax”means all forms of taxation whether direct or indirect and whether levied by reference to income, profits, gains, asset values, turnover,added value or other reference and statutory, governmental, state, provincial, local governmental or municipal impositions, duties, contributions,rates and levies (including, without limitation, social security contributions and any other payroll taxes), whenever and wherever imposed(whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and all penalties, charges, costs and interestrelating thereto;

“Trading Day”means any day (other than Saturday or Sunday) on which the NYSE American is open for dealing business provided that if the NYSE Americanis closed for part of such day, or if no Closing Price in respect of the Shares is reported or published by or derived from Bloomberg(or its successor) for one or more consecutive dealing days, or no Shares have been traded on such dealing day(s), such day or days willbe disregarded in any relevant calculation and shall be deemed not have existed when ascertaining any period of dealing days;

“TransactionDocuments” means:

“USBankruptcy Filing Event” has the meaning ascribed to it in Clause 3 of this Agreement;

“US$” and “US Dollars”means the United States dollars, the lawful currency of the United States of America; and

“WalletA BTC Reserve” means the Charged Wallet as defined under the Collateral Agreement.

Each of the eventsor circumstances set out in the following Clauses 3.1 to Clause 3.9 of this Agreement is an Event of Default (an “Event of Default”):

(A) On and at any time after the occurrence ofan Event of Default (other than a US Bankruptcy Filing Event), subject to the fullest extent permitted by applicable laws and regulations,the Subscriber may deliver a Put Option Exercise Notice to DDC requiring DDC to purchase all of the Relevant Securities then held by theSubscriber (but not some only) at a price equal to all BTC standing to the credit of the Wallet A BTC Reserve; and (B) if a US BankruptcyFiling Event occurs, DDC will automatically be obligated, to purchase all of the Relevant Securities then held by the Subscriber (butnot some only) at a price equal to all BTC standing to the credit of the Wallet A BTC Reserve; provided that in each case under(A) and (B), any Put Option Exercise Notice delivered prior to the occurrence of such Event of Default that has not been consummated underClause 4 of this Agreement shall be deemed to be cancelled and shall cease to be in full force and effect.

The Subscriber herebyagrees and expressly acknowledges that all rights and recourse of the Subscriber under this Agreement shall be strictly limited to theCharged Property (as defined in the Collateral Agreement).

No announcement orForm 6-K report or other documents in connection with the existence or the subject matter of this Agreement, any other Transaction Documentor document referred to herein shall be made or issued by or on behalf of any party (or its holding company) without the prior writtenapproval of the other Party. This shall not affect any announcement or Form 6-K report or other documents required by law or by any securitiesexchange or supervisory or regulatory or governmental body pursuant to rules to which the Parties (or their respective holding companies)are subject, but the party (or its holding company) with an obligation to make an announcement or issue a circular shall consult withthe other parties where feasible before complying with such an obligation.

All amounts payableto DDC under this Agreement shall be paid to the Wallet A BTC Reserve or such account or wallet as DDC may notify to the Subscriber bynot less than five (5) business days’ notice in writing or in such manner as DDC and the Subscriber shall from time to time agree.

To DDC to:

To the Subscriber to:

or to such other addressor fax number in Hong Kong as each party above may have notified to the other parties to this Agreement in writing in accordance withthis Clause 13.

If any person appointedas an agent for service of process is unable for any reason to act as agent for service of process, DDC must immediately (and in any eventwithin 10 days of such event taking place) appoint another agent on terms acceptable to the Subscriber. Failing this, the Subscriber mayappoint another agent for this purpose.

If any person appointedas an agent for service of process is unable for any reason to act as agent for service of process, the Subscriber must immediately (andin any event within 10 days of such event taking place) appoint another agent on terms acceptable to DDC. Failing this, DDC may appointanother agent for this purpose.

Schedule 1

Completion Deliverables

At the election ofthe Subscriber, either:

Schedule 2

Conditions Precedent

Evidence that anyprocess agent referred to in Clause 14 of this Agreement and the Collateral Agreement has accepted its appointment.

Schedule 3

Form of Put Option Exercise Notice

Option Agreement between [●]and the Subscriber dated [●] 2025 (the “Option Agreement”)

or

[insert name of Subscriber]

By:

Execution Page

IN WITNESS whereof this Agreement has beenduly executed and delivered as a deed by the DDC and signed by the Subscriber and Other Subscriber on the date first above written.

[Signature Page to OptionAgreement (Valhalla)]

Exhibit 10.3

Execution Version

DATED       2025

DDC ENTERPRISE LIMITED

as Chargor

and

[●]

as Chargee

COLLATERAL AGREEMENT

Execution Version

CONTENTS

THISAGREEMENT is dated [●] 2025and made

BETWEEN:

WHEREAS

IT IS AGREEDas follows:

In this Agreement:

“ChargedProperty” means all the rights, title and interest of the Chargor that may now or hereafter be charged or assigned (or purportedto be charged or assigned) in favour of the Chargee pursuant to this Agreement and the proceeds of any security created by or pursuantto this Agreement;

“ChargedToken” means all BTC and other cryptocurrencies and digital currency standing to the credit of the Charged Wallet from timeto time, including for the avoidance of doubt any blockchain or other asset received with respect to any blockchain asset that is otherwisepart of the Charged Property (including as a result of a fork in the blockchain);

“Charged Wallet”means:

“Event of Default”has the meaning ascribed thereto under the Option Agreement;

“Put Option Exercise Event”has the meaning ascribed to it in Clause 1.1 of the Option Agreement;

“Receiver” meansa receiver or receiver and manager or administrative receiver appointed under Clause 12 (Receiver) of this Agreement and includesall delegates, attorneys or agents of any such Receiver;

“Relevant Agreements”means,

each a “Relevant Agreement”;

“Security” means“Security Interest” as defined under the Option Agreement;

“Secured Obligations”means all present and future indebtedness, obligations and liabilities, whether actual or contingent and whether owed by the Chargor infavour of: (i) the Chargee under the Transaction Documents (including without limitation interest that, but for the filing of a petitionin bankruptcy at the applicable court with respect to the Chargor, would accrue on such obligations, whether or not a claim is allowedagainst the Chargor for such interest in the related bankruptcy proceeding); and (ii) each other party to a Relevant Agreement under suchRelevant Agreement;

“Token” means Bitcoin(BTC) cryptocurrency and other cryptocurrencies and digital currencies;

“US Bankruptcy Filing Event”has the meaning ascribed thereto under the Option Agreement; and

“US$” and “USDollars” means the United States dollars, the lawful currency of the United States of America.

Unless a contraryindication appears, any reference in this Agreement to:

The Chargor unconditionallyand irrevocably covenants with the Chargee that it will upon demand by the Chargee (or immediately upon the occurrence of a US BankruptcyFiling Event without any notice to any person required) pay to the Chargee and discharge all the Secured Obligations provided that neithersuch covenant nor the security constituted by this Agreement shall extend to or include any liability or sum which would, but for thisproviso, cause such covenant or security to be unlawful or prohibited by any applicable law.

The Chargor covenantsand undertakes to the Chargee to forthwith maintain or cause to be maintained non-assessable, unencumbered and freely tradeable Tokenin the Charged Wallet at the times and in such amount provided for in accordance with the Transaction Documents.

The Chargor herebyas beneficial owner (and with the intent that the security so constituted shall be a continuing security for the payment and dischargeof the Secured Obligations in favour of the Chargee) charges, and agrees to charge by way of a first fixed charge in favour of the Chargee,all of the Chargor’s rights, title and interest from time to time in the Charged Wallet and all Charged Token now or at any timehereafter standing to the credit of such Charged Wallet.

The Chargee hereby agrees and expresslyacknowledges that all rights and recourse of the Chargee under this Agreement shall be strictly limited to the Charged Property.

The Chargor shall at any time at thereasonable request of the Chargee and at the cost of the Chargor promptly sign, seal, execute, deliver and do all deeds, instruments,notices, documents, acts and things (including, without limitation any legal assignments, transfers, mortgages, legal or other chargesor securities and notices of assignment or charge) as in each such case the Chargee shall reasonably require for the purpose of maintaining,perfecting or protecting the security constituted by or pursuant to this Agreement (or purported to be constituted by or pursuant to thisAgreement) or for facilitating the realisation thereof and the exercise of all powers, authorities and discretions vested in the Chargeeby this Agreement or by applicable law. Without prejudice to the generality of the foregoing, such assignments, transfers, mortgages,legal or other charges, or securities or notices of assignment or charge shall be in such form as the Chargee shall reasonably requireand may contain provisions such as are herein contained or provisions to the like effect and/or such other provisions of whatsoever kindas the Chargee shall reasonably consider requisite for the maintenance, perfection or protection of the security constituted by or pursuantto this Agreement (or purported to be constituted by or pursuant to this Agreement).

Upon the occurrenceof an Event of Default, the security expressed to be created by this Agreement shall become immediately enforceable without any noticeto any person required.

The Chargor’s waiver applies irrespectiveof any law or any provision of this Agreement to the contrary.

If the Chargor receives any benefit,payment or distribution in relation to such rights it shall hold that benefit, payment or distribution on trust for the Chargee to theextent necessary to enable the Secured Obligations to be repaid in full and shall promptly pay or transfer the same to the Chargee.

If a provision of this Agreement isor becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect:-

All notices or other communicationsunder or in connection with this Agreement shall be given in accordance with Clause 13 (Notices) of the Option Agreement whichprovisions are incorporated into this Agreement as though they were set out in full in this Agreement with any necessary modificationsto references to the parties thereto.

The address and facsimile number ofeach party to this Agreement for all notices under or in connection with this Agreement are those set out in Clause 13 (Notices)of the Option Agreement, or as otherwise notified in accordance with that clause.

This Agreement may be amended only byan instrument in writing signed by duly authorised representatives of both the Chargor and the Chargee.

This Agreement may be executed in anynumber of counterparts, all of which taken together will constitute one and the same instrument. Any party hereto may enter into thisAgreement by executing any such counterpart.

This Agreement shall be governed by,and shall be construed in accordance with, the laws of Hong Kong.

The Chargor hereto irrevocably agreesfor the benefit of the Chargee that the courts of Hong Kong shall have non-exclusive jurisdiction to hear and determine any suit, actionor proceedings, and to settle any disputes, which may arise out of or in connection with this Agreement (respectively “Proceedings”and “Disputes”) and, for such purposes, irrevocably submits to the jurisdiction of such courts.

The Chargor irrevocably waives any objectionwhich it might now or hereafter have to the courts referred to in Clause 26.1 (Hong Kong Courts) of this Agreement being nominatedas the forum to hear and determine any Proceedings and to settle any Disputes and agrees not to claim that any such court is not a convenientor appropriate forum.

The submission to the jurisdiction ofthe courts referred to in Clause 26.1 (Hong Kong Courts) of this Agreement shall not (and shall not be construed so as to) limitthe right of the Chargee to take Proceedings against the Chargor in any other court of competent jurisdiction nor shall the taking ofProceedings in any one or more jurisdictions preclude the taking of Proceedings in any other jurisdiction (whether concurrently or not)if and to the extent permitted by applicable law.

The Chargor hereby consents generallyin respect of any Proceedings to the giving of any relief or the issue of any process in connection with such Proceedings including themaking, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment whichmay be made or given in such Proceedings.

To the fullest extent permitted by law,the Chargor hereby irrevocably agrees that no immunity (to the extent that it may at any time exist, whether on the grounds of sovereigntyor otherwise) from any proceedings, from attachment (whether in aid of execution, before judgment or otherwise) of its assets or fromexecution of judgment shall be claimed by it or on its behalf or with respect to its assets, any such immunity being irrevocably waived.To the fullest extent permitted by law, the Chargor hereby irrevocably agrees that it and its assets are, and shall be, subject to suchproceedings, attachment or execution in respect of its obligations under the Transaction Documents.

Schedule 1
Charged Wallet

Execution

IN WITNESS whereof this Agreement has beenduly executed and delivered as a deed by the Chargor and signed by the Chargee on the date first above written.