GD Culture Group Completes Acquisition, Discloses Equity Sales

TL;DR

GD Culture Group just bought something and sold some stock. Watch out for dilution.

AI Summary

GD Culture Group Ltd. announced on September 10, 2025, the completion of an acquisition. The filing also disclosed unregistered sales of equity securities and provided Regulation FD disclosures. Financial statements and exhibits related to these events are included.

Why It Matters

This filing indicates significant corporate activity for GD Culture Group, including a new acquisition and potential dilution from equity sales, which could impact its financial structure and future performance.

Risk Assessment

Risk Level: medium — The completion of an acquisition and unregistered sales of equity securities introduce financial and operational risks that require further investigation.

Key Players & Entities

• GD Culture Group Ltd (company) — Filer
• September 10, 2025 (date) — Date of earliest event reported
• Nevada (jurisdiction) — State of incorporation
• 001-37513 (company_id) — SEC File Number
• 47-3709051 (tax_id) — EIN

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 GDC Nasdaq Capital Market Indicat

Filing Documents

• ea0257528-8k_gdculture.htm (8-K) — 41KB
• ea025752801ex2-1_gdculture.htm (EX-2.1) — 115KB
• ea025752801ex99-1_gdculture.htm (EX-99.1) — 8KB
• ea025752801ex99-2_gdculture.htm (EX-99.2) — 98KB
• 0001213900-25-087946.txt ( ) — 464KB
• gdc-20250910.xsd (EX-101.SCH) — 3KB
• gdc-20250910_lab.xml (EX-101.LAB) — 33KB
• gdc-20250910_pre.xml (EX-101.PRE) — 22KB
• ea0257528-8k_gdculture_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On September 10, 2025, GD Culture Group Limited, a Nevada corporation (the "Company"), Pallas Capital Holding Ltd, a British Virgin Islands company (the "Target"), Yan Wang, Qing Wang, WEALTHY CONCORD LIMITED, East Valley Technology Limited, Ocean Harbor Technology Limited, WIN SUPERB INTERNATIONAL LIMITED, DIVINE SKY INTERNATIONAL LIMITED, FORTUNE LIGHT ENTERPRISES LIMITED, PERFECT LINKAGE GROUP LIMITED, PRIMAL CRYSTAL LIMITED (each a "Seller" and, collectively the "Sellers"), entered into a share exchange agreement (the "Agreement"), pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the "Transaction"). Prior to the Effective Date (as defined in the Agreement), the Sellers collectively owned 100% of the issued and outstanding ordinary shares of the Target. Under the terms of the Agreement, upon the consummation of the Transaction, in exchange for all of 100% of the issued and outstanding ordinary shares of the Target at the Effective Date, the Company will issue to the Sellers an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, representing 233.33% of the outstanding shares of common stock immediately before the Effective Date. Following the issuance of the shares of common stock pursuant to the Agreement, the Company will have 55,984,777 shares of common stock issued and outstanding. As a result of the Transaction, the Target will become a wholly owned subsidiary of the Company. The Transaction is intended to be treated as a tax-free exchange for U.S. federal income tax purposes. Yan Wang and Qing Wang, who beneficially own 4.12% and 7.28% of the outstanding shares of common stock of the Company, respectively, immediately before the Effective Date, are the directors and share voting and dispositive power over the shares held by of the Target. Accordingly, the Transaction constitutes a related party transa

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. The information contained in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.01. 1

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information contained in Item 1.01 and Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. Pursuant to the Agreement, the Company's issuances shares of common stock were exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") in reliance on Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder for transactions not involving a public offering. The shares of common stock issued in the Transaction have not been registered under the Securities Act and none of such Securities may be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor any of the exhibits attached hereto will constitute an offer to sell or the solicitation of an offer to buy shares of common stock or any other securities of the Company.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On September 16, 2025, the Company issued a press release announcing the Transaction described in this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (b) Pro forma financial information Filed herewith as Exhibit 99.2 to this Current Report on Form 8-K and incorporated herein by reference is Unaudited Pro Forma Condensed Combined Financial Information as of June 30, 2025 of the Company, with respect to the Transaction described in Item 2.01 herein. (d) Exhibits Exhibit Number Description of Exhibit 2.1 Share Exchange Agreement, dated September 10, 2025, by and among GD Culture Group Limited, Pallas Capital Holding Ltd and the shareholders of Pallas Capital Holding Ltd as set out on the signature page thereto 99.1 Press release entitled "GD Culture Enters into Share Exchange Agreement to Acquire Pallas Capital's Assets, Including 7,500 Bitcoin, for 39,189,344 Shares", furnished herewith 99.2 Unaudited Pro Forma Condensed Combined Financial Information as of June 30, 2025 of the Company 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2 CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS This Current Report on Form 8-K contains forward looking statements that involve risks and uncertainties. All statements other than statements of historical fact contained in this Form 8-K, including statements regarding future events, our future financial performance, business strategy and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "could," "estimates," "expects," "intends," "may," "plans," "potential," "predicts," "should," or "will" or the negative of these terms or other comparable terminology. Although we do not make forward looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, includin

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: September 16, 2025 By: /s/ Xiaojian Wang Name: Xiaojian Wang Title: Chief Executive Officer, President and Chairman of the Board 4

View Full Filing

View this 8-K filing on SEC EDGAR