6-K

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 August 2024

Commission File Number: 001-38591

PDD Holdings Inc.

First Floor, 25 St Stephen’s Green,

Dublin 2, D02 XF99

Ireland

(Address of principal executive offices)

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  x	Form 40-F  ¨

Exhibit Index

Exhibit 99.1—Press Release (Earnings Release)

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.

PDD HOLDINGS INC.
By	:	/s/ Lei Chen
Name	:	Lei Chen
Title	:	Chairman of the Board of Directors and Co-Chief<br> Executive Officer

Date: August 26, 2024

Exhibit 99.1

PDD Holdings Announces Second Quarter 2024 UnauditedFinancial Results

DUBLIN and SHANGHAI, August 26, 2024 (GLOBE NEWSWIRE) – PDD Holdings Inc. (“PDD Holdings” or the “Company”) (NASDAQ: PDD), today announced its unaudited financial results for the second quarter ended June 30, 2024.

Second Quarter 2024 Highlights

●	Total revenues in the quarter were RMB97,059.5 million (US$^1^13,355.8<br>million), an increase of 86% from RMB52,280.7 million in the same quarter of 2023.
●	Operating profit in the quarter was RMB32,564.5 million (US$4,481.0 million), an increase of 156%<br>from RMB12,718.8 million in the same quarter of 2023. Non-GAAP^2^operating profit in the quarter was RMB34,987.3 million (US$4,814.4 million), an increase of 139% from RMB14,609.4 million in the<br>same quarter of 2023.
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●	Net income attributable to ordinary shareholders in the quarter was RMB32,009.4 million (US$4,404.6<br>million), an increase of 144% from RMB13,108.1 million in the same quarter of 2023. Non-GAAP net income attributable to ordinary shareholders<br>in the quarter was RMB34,432.1 million (US$4,738.0 million), an increase of 125% from RMB15,269.4 million in the same quarter of 2023.
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“While encouraged by the solid progress we made in the past few quarters, we see many challenges ahead,” said Mr. Lei Chen, Chairman and Co-Chief Executive Officer of PDD Holdings. “We are committed to transitioning toward high-quality development and fostering sustainable ecosystem. We will invest heavily in the platform’s trust and safety, support high-quality merchants, and relentlessly improve the merchant ecosystem. We are prepared to accept short-term sacrifices and potential decline in profitability.”

“We are committed to nurturing a healthy and sustainable ecosystem where high-quality merchants thrive,” said Mr. Jiazhen Zhao, Executive Director and Co-Chief Executive Officer of PDD Holdings. “We will vigorously support high-quality merchants while firmly tackling low-quality ones, continuously building a healthy and sustainable ecosystem.”

“In the past quarter, our revenue growth rate slowed quarter-on-quarter. Looking ahead, revenue growth will inevitably face pressure due to intensified competition and external challenges,” said Ms. Jun Liu, VP of Finance of PDD Holdings. “Profitability will also likely to be impacted as we continue to invest resolutely.”

^1^ This announcement contains translations of certain Renminbi (“RMB”) amounts into U.S. dollars (“US$”) at a specified rate solely for the convenience of the reader. Unless otherwise noted, the translation of RMB into US$ has been made at RMB7.2672 to US$1.00, the noon buying rate in effect on June 28, 2024 as set forth in the H.10 Statistical Release of the Federal Reserve Board.

^2^ The Company’s non-GAAP financial measures exclude share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value. See “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this press release.

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Second Quarter 2024 Unaudited Financial Results

Totalrevenues were RMB97,059.5 million (US$13,355.8 million), an increase of 86% from RMB52,280.7 million in the same quarter of 2023. The increase was primarily due to the increase in revenues from online marketing services and transaction services.

●	Revenues from online marketing services and others were RMB49,115.9 million (US$6,758.6 million),<br>an increase of 29% from RMB37,932.8 million in the same quarter of 2023.
●	Revenues from transaction services were RMB47,943.7 million (US$6,597.3 million), an increase of<br>234% from RMB14,347.9 million in the same quarter of 2023.
---	---

Totalcosts of revenues were RMB33,698.1 million (US$4,637.0 million), an increase of 80% from RMB18,689.8 million in the same quarter of 2023. The increase mainly came from the increased fulfilment fees and payment processing fees.

Totaloperating expenses were RMB30,796.9 million (US$4,237.8 million), an increase of 48% from RMB20,872.2 million in the same quarter of 2023. The increase was primarily due to the increase in sales and marketing expenses.

●	Sales and marketing expenses were RMB26,049.1 million (US$3,584.5 million), an increase of 48%<br>from RMB17,542.2 million in the same quarter of 2023, mainly due to the increased spending in promotion and advertising activities.
●	General and administrative expenses were RMB1,838.6 million (US$253.0 million), an increase of<br>208% from RMB596.0 million in the same quarter of 2023, primarily due to the increase in staff related costs.
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●	Research and development expenses were RMB2,909.2 million (US$400.3 million), compared with RMB2,734.0<br>million in the same quarter of 2023.
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Operatingprofit in the quarter was RMB32,564.5 million (US$4,481.0 million), an increase of 156% from RMB12,718.8 million in the same quarter of 2023. Non-GAAP operating profit in the quarter was RMB34,987.3 million (US$4,814.4 million), an increase of 139% from RMB14,609.4 million in the same quarter of 2023.

Netincome attributable to ordinary shareholders in the quarter was RMB32,009.4 million (US$4,404.6 million), an increase of 144% from RMB13,108.1 million in the same quarter of 2023. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB34,432.1 million (US$4,738.0 million), an increase of 125% from RMB15,269.4 million in the same quarter of 2023.

Basicearnings per ADS was RMB23.14 (US$3.18) and diluted earnings per ADS was RMB21.61 (US$2.97), compared with basic earnings per ADS of RMB9.64 and diluted earnings per ADS of RMB9.00 in the same quarter of 2023. Non-GAAP diluted earnings per ADS was RMB23.24 (US$3.20), compared with RMB10.47 in the same quarter of 2023.

Netcash generated from operating activities was RMB43,792.6 million (US$6,026.1 million), compared with RMB23,396.0 million in the same quarter of 2023, mainly due to the increase in net income.

Cash,cash equivalents and short-term investments were RMB284.9 billion (US$39.2 billion) as of June 30, 2024, compared with RMB217.2 billion as of December 31, 2023.

Othernon-current assets were RMB67.8 billion (US$9.3 billion) as of June 30, 2024, compared with RMB48.0 billion as of December 31, 2023, which mainly included time deposits, held-to-maturity debt securities, and available-for-sale debt securities.

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Conference Call

The Company’s management will hold an earnings conference call at 7:30 AM ET on August 26, 2024 (12:30 PM IST and 7:30 PM HKT on the same day).

The conference call will be webcast live at https://investor.pddholdings.com/investor-events. The webcast will be available for replay at the same website following the conclusion of the call.

Use of Non-GAAP Financial Measures

In evaluating the business, the Company considers and uses non-GAAP measures, such as non-GAAP operating profit, non-GAAP net income attributable to ordinary shareholders, non-GAAP diluted earnings per ordinary share and non-GAAP diluted earnings per ADS, as supplemental measures to review and assess operating performance. The presentation of these non-GAAP financial measures is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The Company’s non-GAAP financial measures exclude the impact of share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value.

The Company presents these non-GAAP financial measures because they are used by management to evaluate operating performance and formulate business plans. The Company believes that the non-GAAP financial measures help identify underlying trends in its business by excluding the impact of share-based compensation expenses, fair value change of certain investments, and interest expenses related to the convertible bonds’ amortization to face value, which are non-cash charges. The Company also believes that the non-GAAP financial measures may provide further information about the Company’s results of operations, and enhance the overall understanding of the Company’s past performance and future prospects.

The Company’s non-GAAP financial measures are not defined under U.S. GAAP and are not presented in accordance with U.S. GAAP. The non-GAAP financial measures have limitations as analytical tools. These non-GAAP financial measures do not reflect all items of income and expenses that affect the Company’s operations and do not represent the residual cash flow available for discretionary expenditures. Further, these non-GAAP measures may differ from the non-GAAP information used by other companies, including peer companies, and therefore their comparability may be limited. The Company compensates for these limitations by reconciling the non-GAAP financial measures to the nearest U.S. GAAP performance measure, all of which should be considered when evaluating performance. The Company encourages you to review the Company’s financial information in its entirety and not rely on a single financial measure.

For more information on the non-GAAP financial measures, please see the table captioned “Reconciliation of Non-GAAP Measures to the Most Directly Comparable GAAP Measures” set forth at the end of this press release.

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Safe Harbor Statements

This announcement contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the business outlook and quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: the Company’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 and retain buyers; its ability to maintain and enhance the recognition and reputation of its brand; its ability to rely on merchants and third-party logistics service providers to provide delivery services to buyers; its ability to maintain and improve quality control policies and measures; its ability to establish and maintain relationships with merchants; trends and competition in the e-commerce markets globally and in the countries or regions where the Company has operations; changes in its revenues and certain cost or expense items; the expected growth of e-commerce markets globally and in the countries or regions where the Company has operations; developments in the relevant governmental policies and regulations relating to the Company’s industry; and general economic and business conditions globally and in the countries or regions where the Company has operations; and assumptions underlying or related to any of the foregoing. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this press release and in the attachments is as of the date of this press release, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.

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About PDD Holdings

PDD Holdings is a multinational commerce group that owns and operates a portfolio of businesses. PDD Holdings aims to bring more businesses and people into the digital economy so that local communities and small businesses can benefit from the increased productivity and new opportunities.

For investor and media inquiries, please contact:

investor@pddholdings.com

media@pddholdings.com

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December 31**, 2023**		June 30, 2024
	RMB		RMB		US
			(Unaudited)		(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		59,794,469		56,756,329
Restricted cash		61,985,436		59,360,600
Receivables from online payment platforms		3,914,117		5,491,131
Short-term investments		157,415,365		228,170,850
Amounts due from related parties		7,428,070		5,989,411
Prepayments and other current assets		4,213,015		3,957,931
Total current assets		294,750,472		359,726,252
Non-current assets
Property, equipment and software, net		979,597		863,494
Intangible assets		21,148		21,056
Right-of-use assets		4,104,889		4,237,670
Deferred tax assets		270,738		76,625
Other non-current assets		47,951,276		67,819,245
Total non-current assets		53,327,648		73,018,090
Total Assets		348,078,120		432,744,342

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Amounts in thousands of Renminbi (“RMB”) and U.S. dollars (“US$”))

	As of
	December 31**, 2023**		June 30, 2024
	RMB		RMB		US
			(Unaudited)		(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties		1,238,776		1,152,007
Customer advances and deferred revenues		2,144,610		2,413,577
Payable to merchants		74,997,252		78,707,764
Accrued expenses and other liabilities		55,351,399		68,735,001
Merchant deposits		16,878,746		17,958,628
Convertible bonds, current portion		648,570		249
Lease liabilities		1,641,548		1,865,878
Total current liabilities		152,900,901		170,833,104
Non-current liabilities
Convertible bonds		5,231,523		5,264,097
Lease liabilities		2,644,260		2,634,862
Deferred tax liabilities		59,829		34,061
Total non-current liabilities		7,935,612		7,933,020
Total Liabilities		160,836,513		178,766,124
Shareholders’ equity
Ordinary shares		177		179
Additional paid-in capital		107,293,091		112,946,397
Statutory reserves		105,982		105,982
Accumulated other comprehensive income		4,723,760		5,799,882
Retained earnings		75,118,597		135,125,778
Total Shareholders’ Equity		187,241,607		253,978,218
Total Liabilities and Shareholders’ Equity		348,078,120		432,744,342

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands RMB and US$)

	For the three months ended June 30,								For the six months ended June 30,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Revenues		52,280,748			97,059,531					89,917,798			183,871,590
Costs of revenues		(18,689,787	)		(33,698,098	)		)		(29,815,072	)		(66,392,784	)		)
Sales and marketing expenses		(17,542,209	)		(26,049,137	)		)		(33,801,897	)		(49,459,792	)		)
General and administrative expenses		(596,033	)		(1,838,550	)		)		(1,412,435	)		(3,661,995	)		)
Research and development expenses		(2,733,964	)		(2,909,210	)		)		(5,240,621	)		(5,818,830	)		)
Total operating expenses		(20,872,206	)		(30,796,897	)		)		(40,454,953	)		(58,940,617	)		)
Operating profit		12,718,755			32,564,536					19,647,773			58,538,189
Interest and investment income, net		2,287,741			4,855,592					3,751,340			9,904,181
Interest expenses		(11,937	)		-					(23,624	)		-
Foreign exchange gain		155,717			60,165					139,680			274,683
Other income, net		1,106,471			493,258					2,333,991			2,374,506
Profit before income tax and share of results of equity investees		16,256,747			37,973,551					25,849,160			71,091,559
Share of results of equity investees		9,781			(49,583	)		)		116,170			(102,013	)		)
Income tax expenses		(3,158,442	)		(5,914,613	)		)		(4,756,217	)		(10,982,365	)		)
Net income		13,108,086			32,009,355					21,209,113			60,007,181

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands of RMB and US$, except for per share data)

	For the three months ended June 30,					For the six months ended June 30,
	2023		2024			2023		2024
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Net income		13,108,086		32,009,355			21,209,113		60,007,181
Net income attributable to ordinary shareholders		13,108,086		32,009,355			21,209,113		60,007,181
**** Earnings per ordinary share:
-Basic		2.41		5.78			3.96		10.87
-Diluted		2.25		5.40			3.63		10.14
Earnings per ADS (4 ordinary shares equals 1 ADS):
-Basic		9.64		23.14			15.82		43.47
-Diluted		9.00		21.61			14.53		40.57
Weighted-average number of outstanding ordinary shares (in thousands):
-Basic		5,438,394		5,533,796			5,360,987		5,521,739
-Diluted		5,833,348		5,925,659			5,845,398		5,916,670

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the three months ended June 30,					For the six months ended June 30,
	2023		2024			2023		2024
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Revenues
- Online marketing services and others		37,932,831		49,115,866			65,177,257		91,572,109
- Transaction services		14,347,917		47,943,665			24,740,541		92,299,481
Total		52,280,748		97,059,531			89,917,798		183,871,590

All values are in US Dollars.

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PDD HOLDINGS INC.

NOTES TO FINANCIAL INFORMATION

(Amounts in thousands of RMB and US$)

	For the three months ended June 30,					For the six months ended June 30,
	2023		2024			2023		2024
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Share-based compensation expenses included in:
Costs of revenues		28,276		37,706			65,644		55,220
Sales and marketing expenses		989,326		637,997			1,478,099		1,310,372
General and administrative expenses		225,799		1,244,961			703,861		2,496,729
Research and development expenses		647,228		502,098			1,176,427		1,138,983
Total		1,890,629		2,422,762			3,424,031		5,001,304

All values are in US Dollars.

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PDD HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands of RMB and US$)

	For the three months ended June 30,								For the six months ended June 30,
	2023			2024					2023			2024
	RMB			RMB			US		RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Net cash generated from operating activities		23,395,981			43,792,640					24,734,003			64,859,819
Net cash used in investing activities		(11,519,860	)		(42,622,100	)		)		(34,140,107	)		(70,912,221	)		)
Net cash generated from financing activities		7,233			728					7,286			758
Effect of exchange rate changes on cash, cash equivalents and restricted cash		881,105			240,744					532,860			388,668
Increase/(decrease) in cash, cash equivalents and restricted cash		12,764,459			1,412,012					(8,865,958	)		(5,662,976	)		)
Cash, cash equivalents and restricted cash at beginning of period		70,670,000			114,704,917					92,300,417			121,779,905
Cash, cash equivalents and restricted cash at end of period		83,434,459			116,116,929					83,434,459			116,116,929

All values are in US Dollars.

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PDD HOLDINGS INC.

RECONCILIATION OF NON-GAAP MEASURES TO THE MOST DIRECTLY COMPARABLE GAAP MEASURES

(Amounts in thousands of RMB and US$, except for per share data)

	For the three months ended June 30,					For the six months ended June 30,
	2023		2024			2023		2024
	RMB		RMB		US	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)	(Unaudited)		(Unaudited)		(Unaudited)
Operating profit		12,718,755		32,564,536			19,647,773		58,538,189
Add: Share-based compensation expenses		1,890,629		2,422,762			3,424,031		5,001,304
Non-GAAP operating profit		14,609,384		34,987,298			23,071,804		63,539,493
Net income attributable to ordinary shareholders		13,108,086		32,009,355			21,209,113		60,007,181
Add: Share-based compensation expenses		1,890,629		2,422,762			3,424,031		5,001,304
Add: Interest expenses related to convertible bonds’ amortization to face value		11,937		-			23,624		-
Add: Loss from fair value change of certain investments		258,704		17			738,980		25,454
Non-GAAP net income attributable to ordinary shareholders		15,269,356		34,432,134			25,395,748		65,033,939
Non-GAAP diluted weighted-average number of ordinary shares outstanding (in thousands)		5,833,348		5,925,659			5,845,398		5,916,670
Diluted earnings per ordinary share		2.25		5.40			3.63		10.14
Add: Non-GAAP adjustments to earnings per ordinary share		0.37		0.41			0.71		0.85
Non-GAAP diluted earnings per ordinary share		2.62		5.81			4.34		10.99
Non-GAAP diluted earnings per ADS		10.47		23.24			17.38		43.97

All values are in US Dollars.

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