GD Culture Group Ltd Files 2023 Annual Report on Form 10-K

TL;DR

<b>GD Culture Group Ltd has filed its 2023 annual report on Form 10-K, detailing its financial performance and corporate information.</b>

AI Summary

GD Culture Group Ltd (GDC) filed a Annual Report (10-K) with the SEC on April 2, 2024. GD Culture Group Ltd filed its annual report on Form 10-K for the fiscal year ended December 31, 2023. The company is incorporated in Nevada and its principal executive offices are located in New York, NY. Its common stock trades on The Nasdaq Stock Market LLC under the symbol GDC. GD Culture Group Ltd was formerly known as Code Chain New Continent Ltd, TMSR HOLDING Co Ltd, and JM Global Holding Co. The company has submitted all required reports for the preceding 12 months and has been subject to filing requirements for the past 90 days.

Why It Matters

For investors and stakeholders tracking GD Culture Group Ltd, this filing contains several important signals. This filing provides a comprehensive overview of GD Culture Group Ltd's operations and financial standing for the fiscal year 2023, crucial for investors to assess the company's performance and outlook. The 10-K filing includes detailed financial statements, risk factors, and management's discussion and analysis, offering insights into the company's business strategy and potential challenges.

Risk Assessment

Risk Level: low — GD Culture Group Ltd shows low risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate, significant new risks or financial distress indicators.

Analyst Insight

Review the detailed financial statements and risk factors within the 10-K filing to understand GD Culture Group Ltd's performance and strategic direction for 2023.

Key Numbers

• 20231231 — Fiscal Year End (The report covers the fiscal year ended December 31, 2023.)
• 20240402 — Filing Date (The 10-K report was filed on April 2, 2024.)
• 001-37513 — Commission File Number (The SEC file number for GD Culture Group Ltd.)
• 47-3709051 — IRS Number (The IRS Employer Identification Number for GD Culture Group Ltd.)

Key Players & Entities

• GD Culture Group Ltd (company) — Filer of the 10-K report
• GDC (company) — Trading symbol for GD Culture Group Ltd's common stock
• The Nasdaq Stock Market LLC (company) — Exchange where GD Culture Group Ltd's common stock is registered
• Code Chain New Continent Ltd (company) — Former name of GD Culture Group Ltd
• TMSR HOLDING Co Ltd (company) — Former name of GD Culture Group Ltd
• JM Global Holding Co (company) — Former name of GD Culture Group Ltd
• New York (location) — Location of principal executive offices
• Nevada (location) — State of incorporation

FAQ

Industry Context

GD Culture Group Ltd operates within the wholesale trade sector, specifically metals, minerals (excluding petroleum), according to its SIC code.

Regulatory Implications

The filing is made under the Securities Exchange Act of 1934, requiring public companies to submit regular financial disclosures to the SEC.

What Investors Should Do

1. Analyze the financial statements for revenue, net income, and cash flow.
2. Review the 'Risk Factors' section for potential business and financial challenges.
3. Examine the 'Management's Discussion and Analysis of Financial Condition and Results of Operations' for strategic insights.

Year-Over-Year Comparison

This is the annual report for the fiscal year ended December 31, 2023, following previous filings.

Key Financial Figures

• $0.0001 — ch Registered: Common Stock, par value $0.0001 per share GDC The Nasdaq Stock Market L
• $4.27 — ing sales price for the common stock of $4.27 as of such date, as reported on the Nas
• $100,000 — for the third party to pay the Company $100,000 as consideration to the termination of
• $86.40 — ne shares of common stock at a price of $86.40 per half share ($172.50 per whole share
• $172.50 — ck at a price of $86.40 per half share ($172.50 per whole share). The warrants expired

Filing Documents

• ea0202894-10k_gdcul.htm (10-K) — 1476KB
• ea020289401ex4-1_gdculture.htm (EX-4.1) — 17KB
• ea020289401ex19-1_gdculture.htm (EX-19.1) — 42KB
• ea020289401ex21-1_gdculture.htm (EX-21.1) — 3KB
• ea020289401ex23-1_gdculture.htm (EX-23.1) — 4KB
• ea020289401ex23-2_gdculture.htm (EX-23.2) — 2KB
• ea020289401ex31-1_gdculture.htm (EX-31.1) — 10KB
• ea020289401ex31-2_gdculture.htm (EX-31.2) — 9KB
• ea020289401ex32-1_gdculture.htm (EX-32.1) — 7KB
• ea020289401ex32-2_gdculture.htm (EX-32.2) — 7KB
• ea020289401ex97-1_gdculture.htm (EX-97.1) — 27KB
• image_001.jpg (GRAPHIC) — 83KB
• ex23-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-029042.txt (&nbsp;) — 7957KB
• gdc-20231231.xsd (EX-101.SCH) — 85KB
• gdc-20231231_cal.xml (EX-101.CAL) — 66KB
• gdc-20231231_def.xml (EX-101.DEF) — 373KB
• gdc-20231231_lab.xml (EX-101.LAB) — 676KB
• gdc-20231231_pre.xml (EX-101.PRE) — 371KB
• ea0202894-10k_gdcul_htm.xml (XML) — 716KB

Business

Business 1 Item 1A.

Risk Factors

Risk Factors 18 Item 1B. Unresolved Staff Comments 36 Item 1C. Cybersecurity 37 Item 2.

Properties

Properties 37 Item 3.

Legal Proceedings

Legal Proceedings 37 Item 4. Mine Safety Disclosures 37 PART II Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 38 Item 6. [Reserved] 41 Item 7.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 41 Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 50 Item 8.

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 50 Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 50 Item 9A.

Controls and Procedures

Controls and Procedures 50 Item 9B. Other Information 52 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 52 PART III Item 10. Directors, Executive Officers and Corporate Governance 53 Item 11.

Executive Compensation

Executive Compensation 58 Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 60 Item 13. Certain Relationships and Related Transactions, and Director Independence 61 Item 14. Principal Accounting Fees and Services 62 PART IV Item 15. Exhibits and Financial Statement Schedules 63 Item 16. Form 10–K Summary 67 i Conventions that Apply to this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report (the "Report") to: "AI Catalysis" are to AI Catalysis Corp., a Neveda company, which is wholly owned by GDC; "Citi Profit" are to Citi Profit Investment Holding Limited, a British Virgin Islands company, which is wholly owned by GDC; "GDC" and the "Company" are to GD Culture Group Limited (formerly known as JM Global Holding Company, TMSR Holding Company Limited and Code Chain New Continent Limited), a Nevada Corporation; "Highlight HK" are to Highlights Culture Holding Co., Limited, a Hong Kong SAR company, which is wholly owned by Citi Profit; "Highlight WFOE" are to Shanghai Highlight Entertainment Co., Ltd., a PRC company, which is wholly owned by Highlight HK; "PRC" or "China" are to the People's Republic of China, excluding, for the purpose of this report, Taiwan, Hong Kong and Macau; "RMB" or "Renminbi" are to the legal currency of China; and "Shanghai Xianzhui" are to Shanghai Xianzhui Technology Co., Ltd., a joint venture, of which Highlight Entertainment Co. Ltd. owns 73.3333% of the total equity interest; "we", "our", "us" are to the Company and its subsidiaries; "Yuan Ma" are to Shanghai Yuanma Food and Beverage Management Co., Ltd., a PRC company, which is a variable interest entity for accounting purposes; "$", "US$" or "U.S. Dollars" are to the legal currency of the United States. Unless otherwise indicated, all references to common stock, warrants to purchase common stock, share data, per share data, and related information have been

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Report contains statements that may be deemed to be "forward-looking statements" within the meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. In some cases, you can identify forward-looking statements by their use of terminology such as "anticipate," "believe," "could," "estimate," "expect," "future," "intend," "may," "ought to," "plan," "possible," "potentially," "predicts," "project," "should," "will," "would," negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Report include, without limitation, statements relating to: our goals and strategies; our future business development, results of operations and financial condition; our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; our estimates regarding the market opportunity for our services; the impact of government laws and regulations; our ability to recruit and retain qualified personnel; our failure to comply with regulatory guidelines; uncertainty in industry demand; general economic conditions and market conditions in the virtual content production industry; future sales of large blocks or our securities, which may adversely impact our share price; and depth of the trading market in our securities. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those

Business

Item 1. Business Overview GD Culture Group Limited (formerly known as JM Global Holding Company, TMSR Holding Company Limited, and Code Chain New Continent Limited), focuses its business on three segments mainly through the Company and two subsidiaries, AI Catalysis and Shanghai Xianzhui : 1) AI-driven digital human creation and customization; 2) Live streaming and e-commerce and 3) Live streaming interactive game. The company has relentlessly been focusing on serving its customers and creating value for them through the continual innovation and optimization of its products and services. For AI-driven digital human creation and customization sector, the Company uses AI algorithms and software to generate realistic 3D or 2D digital human models. AI algorithms and machine learning models are used to simulate human characteristics, such as facial expressions, body movements, and even speech patterns. These models can be customized to create and personalize lifelike digital representations of humans. Customization may involve adjusting facial features, body proportions, skin textures, hair styles, clothing, and more. Once created and customized, digital humans find applications in a wide range of industries, including gaming, entertainment, advertising, education, and more. Depending on the specific industry and the application scenario, the Company helps the customers to define the objectives to achieve with digital humans, choose the technology for character customization, then create unique aviators and deploy in the chosen platform. For live streaming and e-commerce sector, the Company applies digital human technology in live streaming e-commerce businesses. Livestream usage is taking off globally. The integration of cutting-edge AI digital human technologies and live streaming platforms will transform the way businesses, sellers and consumers engage in online commerce. Digital anchors can offer long-duration intelligent live broadcasting. It also supports cu

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