GD Culture Group Ltd. Enters Material Definitive Agreement

TL;DR

GD Culture Group Ltd. signed a big deal on Feb 10, 2025. Details to follow.

AI Summary

On February 10, 2025, GD Culture Group Ltd. entered into a material definitive agreement. The company, formerly known as Code Chain New Continent Ltd, TMSR HOLDING Co Ltd, and JM Global Holding Co, is incorporated in Nevada and headquartered in New York.

Why It Matters

This filing indicates a significant new agreement for GD Culture Group Ltd., which could impact its business operations and financial performance.

Risk Assessment

Risk Level: medium — The filing reports a material definitive agreement, which often involves significant financial commitments or strategic shifts that carry inherent risks.

Key Players & Entities

• GD Culture Group Ltd (company) — Filer
• February 10, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• New York (location) — Business address city
• Code Chain New Continent Ltd (company) — Former company name
• TMSR HOLDING Co Ltd (company) — Former company name
• JM Global Holding Co (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GDC Nasdaq Capital Market Item 1.
• $10,000,000 — gregate offering price of not more than $10,000,000 through the Sales Agent or any of its s
• $125,000 — es Agreement in an amount not to exceed $125,000. Additionally, pursuant to the terms of
• $5,000 — es Agreement in an amount not to exceed $5,000 in the aggregate per calendar quarter.

Filing Documents

• ea0230421-8k_gdculture.htm (8-K) — 35KB
• ea023042101ex5-1_gdculture.htm (EX-5.1) — 11KB
• ea023042101ex10-1_gdculture.htm (EX-10.1) — 189KB
• ea023042101ex99-1_gdculture.htm (EX-99.1) — 11KB
• ex5-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-25-011763.txt ( ) — 483KB
• gdc-20250210.xsd (EX-101.SCH) — 3KB
• gdc-20250210_lab.xml (EX-101.LAB) — 33KB
• gdc-20250210_pre.xml (EX-101.PRE) — 22KB
• ea0230421-8k_gdculture_htm.xml (XML) — 3KB

01 Entry Into

Item 1.01 Entry Into a Material Definitive Agreement On February 10, 2025, GD Culture Group Limited. (the " Company ") entered into an At-The-Market Issuance Sales Agreement (the " Sales Agreement ") with Univest Securities, LLC (the " Sales Agent ") under which the Company may issue and sell from time to time, shares of its common stock, par value $0.0001 per share (the " Shares "), having an aggregate offering price of not more than $10,000,000 through the Sales Agent or any of its sub-agent(s) or other designees, acting as sales agent. Prior to any sales under the Sales Agreement, the Company will deliver a "Transaction Notice" to the Sales Agent that will set the parameters for such sale of Shares, including the number of Shares to be issued, the time period during which sales are requested to be made, any limitation on the number of Shares that may be sold in any one trading day and any minimum price below which sales may not be made. The offer and sale of the Shares, if any, will be made pursuant to the Company's shelf registration statement on Form F-3 (File No. 333- 279141), which was initially filed with the United States Securities and Exchange Commission (the "Commission") on May 6, 2024, and was declared effective, as amended, by the Commission on August 20, 2024 and as supplemented by the prospectus supplement to be filed with the Commission relating to the Shares which may be issued from time to time pursuant to the Sales Agreement. and conditions of the Sales Agreement, the Sales Agent may sell the Shares, if any, only by methods deemed to be an "at-the-market" offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the "Securities Act"), including, without limitation, sales made directly through the Nasdaq Capital Market or any other trading market on which the Company's common stock is listed or quoted or to or through a market maker. In addition, subject to the terms and condi

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 5.1 Opinion of Ortoli Rosenstadt LLP 10.1 At-the-Market Issuance Sales Agreement, dated February 10, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC 99.1 Press Release - GD Culture Group Limited Announces At-The-Market Equity Offering Program, dated February 10, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) 2

SIGNATURES

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 hereunto duly authorized. GD Culture Group Limited Date: February 10, 2025 By: /s/ Xiao Jian wang Name: Xiao Jian Wang Title: Chief Executive Officer, President and Chairman of the Board of Directors 3

View Full Filing

View this 8-K filing on SEC EDGAR