日日煮美股招股说明书(2026-01-26版)

12,100,000 ClassA Ordinary Shares Thisprospectus relates to the resale,from time to time,by the selling shareholders(“SellingShareholders”) identified in this prospectus of up to 12,100,000 of our ClassA Ordinary Shares, par valueUS$0.40 per share (“ClassA Ordinary Shares”). Our registration of the ClassA Ordinary Shares covered by this prospectus does not mean that the SellingShareholders will offer or sell any of such ClassA Ordinary Shares. The Selling Shareholders named in thisprospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the ClassAOrdinary Shares covered by this prospectus through public or private transactions at prevailing market prices, atprices related to prevailing market prices or at privately negotiated prices. For additional information on thepossible methods of sale that may be used by the Selling Shareholders, you should refer to the section of thisprospectus entitled “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from thesale of ClassA Ordinary Shares by the Selling Shareholders named in this prospectus. All net proceeds from thesale of the ClassA Ordinary Shares covered by this prospectus will go to the Selling Shareholders. All ClassA Ordinary Shares subject to resale hereunder have been issued by us and acquired by theSelling Shareholders in a private placement that closed on or around October8, 2025 (the “Private Placement”).The ClassA Ordinary Shares were issued directly by the Company pursuant to subscription agreements andtransaction documents entered into with the Selling Shareholders in connection with such private placement. Nounderwriter or other person has been engaged by the Selling Shareholders or the Company to facilitate the saleof the ClassA Ordinary Shares in this offering. The Company will bear all costs, expenses and fees inconnection with the registration of the ClassA Ordinary Shares. The Selling Shareholders will bear allcommissions and discounts, if any, attributable to their respective sales of the ClassA Ordinary Shares. Our ClassA Ordinary Shares are traded on The NYSE American under the symbol “DDC”. OnOctober22, 2025, the last reported sales price of our ClassA Ordinary Shares on The NYSE American was$7.205 per share. We have a dual class ordinary share structure. Our Ordinary Shares are divided into ClassA OrdinaryShares, par value $0.40 per share, and ClassB Ordinary Shares, par value $0.16 per share. Each ClassAOrdinary Share shall entitle the holder thereof to one (1)vote on all matters subject to vote at general meetingsof the Company, and each ClassB Ordinary Share shall entitle the holder thereof to ten (10)votes on all matterssubject to vote at general meetings of the Company. In no event shall ClassA Ordinary Shares be convertibleinto ClassB Ordinary Shares. In no event shall ClassB Ordinary Shares be convertible into ClassA OrdinaryShares. See “Description of Share Capital—Ordinary Shares” for more details regarding our ClassA OrdinaryShares and ClassB Ordinary Shares. As of the date of this prospectus, 22,660,530 ClassA Ordinary Shares and 1,750,000 ClassB OrdinaryShares were issued and outstanding. Provided that such transfer complies with applicable NYSE American listing standards, our shareholdersmay freely transfer ClassA Ordinary Shares to another person by completing an instrument of transfer in acommon form or in a form prescribed by the NYSE American listing standards or in any other form approvedby our directors, executed where the ClassA Ordinary Shares are fully paid, by or on behalf of that shareholder;and where the ClassA Ordinary Shares are partly paid, by or on behalf of that shareholder and the transferee.Where the shares of any class in question are not listed on any stock exchange or subject to the rules of anystock exchange, our directors may in their absolute discretion decline to register any transfer of such shareswhich are not fully paid up or on which our Company has a lien. There is no restriction for potential futureissuances of ClassB Ordinary Shares. If such occurred, ClassA shareholders’ shareholding will be diluted. TheCompany’s ClassB Ordinary Shares are not convertible to its ClassA Ordinary Shares and shall only be held byMs. Norma Chu Ya Kin, our Chief Executive Officer and Director. Investing in the ClassA Ordinary Shares involves a high degree of risk. See section titled “RiskFactors” beginning on page 10 of this prospectus. Table of Contents We are both an “emerging growth company” and a “foreign private issuer” under applicableU.S.Securities and Exchange Commission rules and will be eligible for reduced public company disclosurerequirements. See section titled “Prospectus Summary—Implications of Being an ‘Emerging GrowthCompany’ and a ‘Foreign Private Issuer’” for additional information. Neither the Securities and Exchange Commission nor any state securities commission nor any other