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 May 2023

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 Executive Officer

Date: May 30, 2023

Exhibit 99.1

PDD Holdings Announces First Quarter 2023 UnauditedFinancial Results

DUBLIN and SHANGHAI, May 26, 2023 (GLOBE NEWSWIRE) – PDD Holdings Inc. (“PDD Holdings” or the “Company”) (NASDAQ: PDD), today announced its unaudited financial results for the first quarter ended March 31, 2023.

First Quarter 2023 Highlights

●	Total revenues in the quarter were RMB37,637.1 million (US$^1^5,480.4<br> million), an increase of 58% from RMB23,793.7 million in the same quarter of 2022.
●	Operating profit in the quarter was RMB6,929.0 million (US$1,008.9 million), an increase of 222%<br> from RMB2,154.4 million in the same quarter of 2022. Non-GAAP^2^operating profit in the quarter was RMB8,462.4 million (US$1,232.2 million),<br> an increase of 130% from RMB3,677.2 million in the same quarter of 2022.
---	---
●	Net income attributable to ordinary shareholders in the quarter was RMB8,101.0 million (US$1,179.6<br> million), an increase of 212% from RMB2,599.5 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB10,126.4 million<br> (US$1,474.5 million), an increase of 141% from RMB4,200.4 million in the same quarter of<br> 2022.
---	---

“Technology is the cornerstone of sustainable and inclusive growth that creates positive value for society,” said Mr. Lei Chen, Chairman and Co-Chief Executive Officer of PDD Holdings. “We will channel more resources to R&D as it is the key catalyst in driving efficiency and uncovering opportunities.”

“We are entering a new phase of development where we are fully committed to fostering high-quality growth and further strengthening our ecosystem,” said Mr. Jiazhen Zhao, Executive Director and Co-Chief Executive Officer of PDD Holdings. “We are launching a dedicated ‘10 Billion Ecosystem Initiative’ to facilitate an environment where quality merchants can flourish.”

“Patient investment is essential for us to promote ecosystem vibrancy and sustainability,” said Ms. Jun Liu, VP of Finance at PDD Holdings. “We are still in the investment stage, and we plan to step up our investment to further support quality growth.”

^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 RMB6.8676 to US$1.00, the noon buying rate in effect on March 31, 2023 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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First Quarter 2023 Unaudited Financial Results

Totalrevenues were RMB37,637.1 million (US$5,480.4 million), an increase of 58% from RMB23,793.7 million in the same quarter of 2022. The increase was primarily due to an increase in revenues from online marketing services and transaction services.

●	Revenues from online marketing services and others were RMB27,244.4 million (US$3,967.1 million),<br> an increase of 50% from RMB18,202.3 million in the same quarter of 2022.
●	Revenues from transaction services were RMB10,392.6 million (US$1,513.3 million), an increase<br> of 86% from RMB5,591.4 million in the same quarter of 2022.
---	---

Totalcosts of revenues were RMB11,125.3 million (US$1,620.0 million), an increase of 55% from RMB7,159.6 million in the same quarter of 2022. The increase mainly came from the increased fulfilment fees and payment processing fees.

Totaloperating expenses were RMB19,582.7 million (US$2,851.5 million), an increase of 35% from RMB14,479.7 million in the same quarter of 2022. The increase was primarily due to an increase in sales and marketing expenses.

●	Sales and marketing expenses were RMB16,259.7 million (US$2,367.6 million), an increase of<br> 45% from RMB11,219.1 million in the same quarter of 2022, mainly due to the increased spending<br> in promotion and advertising activities.
●	General and administrative expenses were RMB816.4 million (US$118.9 million), an increase of<br> 38% from RMB592.1 million in the same quarter of 2022, primarily due to an increase in staff<br> related costs.
---	---
●	Research and development expenses were RMB2,506.7 million (US$365.0 million), a slight decrease<br> of 6% from RMB2,668.5 million in the same quarter of 2022.
---	---

2

Operatingprofit in the quarter was RMB6,929.0 million (US$1,008.9 million), an increase of 222% from RMB2,154.4 million in the same quarter of 2022. Non-GAAP operating profit in the quarter was RMB8,462.4 million (US$1,232.2 million), an increase of 130% from RMB3,677.2 million in the same quarter of 2022.

Netincome attributable to ordinary shareholders in the quarter was RMB8,101.0 million (US$1,179.6 million), an increase of 212% from RMB2,599.5 million in the same quarter of 2022. Non-GAAP net income attributable to ordinary shareholders in the quarter was RMB10,126.4 million (US$1,474.5 million), an increase of 141% from RMB4,200.4 million in the same quarter of 2022.

Basicearnings per ADS was RMB6.13 (US$0.89) and the diluted earnings per ADS was RMB5.55 (US$0.81), compared with basic earnings per ADS of RMB2.06 and diluted earnings per ADS of RMB1.84 in the same quarter of 2022. Non-GAAP diluted earnings per ADSwas RMB6.92 (US$1.01), compared with RMB2.95 in the same quarter of 2022.

Netcash generated from operating activities was RMB1,338.0 million (US$194.8 million), compared with net cash used in operating activities of RMB9,068.1 million in the same quarter of 2022, mainly due to the increase in net income and the changes in working capitals.

Cash,cash equivalents and short-term investments were RMB157.0 billion (US$22.9 billion) as of March 31, 2023, compared with RMB149.4 billion as of December 31, 2022.

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Conference Call

The Company’s management will hold an earnings conference call at 7:30 AM ET on May 26, 2023 (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 and non-GAAP net income attributable to ordinary shareholders, 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 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 could 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 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. The Company’s 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.

4

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 China’s and global e-commerce markets; changes in its revenues and certain cost or expense items; the expected growth of China’s and global e-commerce markets; PRC governmental policies and regulations relating to the Company’s industry, and general economic and business conditions globally and in China 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<br> 31, 2022		March 31, 2023
	RMB		RMB		US
			(Unaudited)
ASSETS
Current assets
Cash and cash equivalents		34,326,192		19,771,265
Restricted cash		57,974,225		50,898,735
Receivables from online payment platforms		587,696		693,111
Short-term investments		115,112,554		137,263,553
Amounts due from related parties		6,318,830		4,896,517
Prepayments and other current assets		2,298,379		2,287,742
Total current assets		216,617,876		215,810,923
Non-current assets
Property, equipment and software, net		1,044,847		948,095
Intangible assets		134,002		23,403
Right-of-use assets		1,416,081		1,640,361
Deferred tax assets		1,045,030		1,298,602
Other non-current assets		16,862,117		20,344,866
Total non-current assets		20,502,077		24,255,327
Total Assets		237,119,953		240,066,250

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**, 2022**		March 31, 2023
	RMB		RMB		US
			(Unaudited)
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Amounts due to related parties		1,676,391		1,960,013
Customer advances and deferred revenues		1,389,655		1,543,135
Payable to merchants		63,316,695		55,878,527
Accrued expenses and other liabilities		20,960,723		21,515,816
Merchant deposits		15,058,229		15,683,470
Convertible bonds, current portion		13,885,751		13,712,209
Lease liabilities		602,036		729,446
Total current liabilities		116,889,480		111,022,616
Non-current liabilities
Convertible bonds		1,575,755		1,554,736
Lease liabilities		870,782		978,399
Deferred tax liabilities		13,025		382
Total non-current liabilities		2,459,562		2,533,517
Total Liabilities		119,349,042		113,556,133
Shareholders’ equity
Ordinary shares		170		171
Additional paid-in capital		99,250,468		100,784,131
Statutory reserves		5,000		5,000
Accumulated other comprehensive income		3,322,238		2,426,753
Retained earnings		15,193,035		23,294,062
Total Shareholders’ Equity		117,770,911		126,510,117
Total Liabilities and Shareholders’ Equity		237,119,953		240,066,250

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$)

	For the three months ended March 31,
	2022			2023
	RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)
Revenues		23,793,689			37,637,050
Costs of revenues		(7,159,595	)		(11,125,285	)		)
Gross profit		16,634,094			26,511,765
Sales and marketing expenses		(11,219,068	)		(16,259,688	)		)
General and administrative expenses		(592,113	)		(816,402	)		)
Research and development expenses		(2,668,507	)		(2,506,657	)		)
Total operating expenses		(14,479,688	)		(19,582,747	)		)
Operating profit		2,154,406			6,929,018
Interest and investment income, net		796,261			1,463,599
Interest expenses		(12,640	)		(11,687	)		)
Foreign exchange gain/ (loss)		20,084			(16,037	)		)
Other income, net		239,770			1,227,520
Profit before income tax and share of results of equity investees		3,197,881			9,592,413
Share of results of equity investees		(33,616	)		106,389
Income tax expenses		(564,814	)		(1,597,775	)		)
Net income		2,599,451			8,101,027

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 March 31,
	2022		2023
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)
Net income		2,599,451		8,101,027
Net income attributable to ordinary shareholders		2,599,451		8,101,027
Earnings per ordinary share:
-Basic		0.52		1.53
-Diluted		0.46		1.39
Earnings per ADS (4 ordinary shares equals 1 ADS ):
-Basic		2.06		6.13
-Diluted		1.84		5.55
Weighted average number of outstanding ordinary shares (in thousands):
-Basic		5,036,733		5,282,720
-Diluted		5,688,094		5,850,378

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 March 31,
	2022		2023
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)
Revenues
- Online marketing services and others		18,202,282		27,244,426
- Transaction services		5,591,407		10,392,624
Total		23,793,689		37,637,050

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 March 31,
	2022		2023
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)
Share-based compensation costs included in:
Costs of revenues		9,181		37,368
Sales and marketing expenses		501,105		488,773
General and administrative expenses		383,296		478,062
Research and development expenses		629,168		529,199
Total		1,522,750		1,533,402

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 March 31,
	2022			2023
	RMB			RMB			US
	(Unaudited)			(Unaudited)			(Unaudited)
Net cash (used in)/ generated from operating activities		(9,068,096	)		1,338,022
Net cash used in investing activities		(4,852,089	)		(22,620,247	)		)
Net cash generated from financing activities		43			53
Effect of exchange rate changes on cash, cash equivalents and restricted cash		10,163			(348,245	)		)
Decrease in cash, cash equivalents and restricted cash		(13,909,979	)		(21,630,417	)		)
Cash, cash equivalents and restricted cash at beginning of period		66,043,971			92,300,417
Cash, cash equivalents and restricted cash at end of period		52,133,992			70,670,000

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 March 31,
	2022		2023
	RMB		RMB		US
	(Unaudited)		(Unaudited)		(Unaudited)
Operating profit		2,154,406		6,929,018
Add: Share-based compensation		1,522,750		1,533,402
Non-GAAP operating profit		3,677,156		8,462,420
Net income attributable to ordinary shareholders		2,599,451		8,101,027
Add: Share-based compensation		1,522,750		1,533,402
Add: Interest expenses related to convertible bonds’ amortization to face value		12,640		11,687
Add: Loss from fair value change of certain investments		65,600		480,276
Non-GAAP net income attributable to ordinary shareholders		4,200,441		10,126,392
Non-GAAP diluted weighted-average number of ordinary shares outstanding (in thousands)		5,688,094		5,850,378
Diluted earnings per ordinary share		0.46		1.39
Add: Non-GAAP adjustments to earnings per ordinary share		0.28		0.34
Non-GAAP diluted earnings per ordinary share		0.74		1.73
Non-GAAP diluted earnings per ADS		2.95		6.92

All values are in US Dollars.

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