For the transition period from __________ to __________ Commission File Number: 001-37513 GD CULTURE GROUP LIMITED UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Exact name of registrant as specified in its charter) | Nevada | 47-3709051 | | --- | -- ...

FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 For the transition period from __________ to __________ Commission File Number: 001-37513 GD CULTURE GROUP LIMITED (Exact name of registrant as specified in its charter) | Nevada | 47-3709051 | | --- | - ...

Group 1 - GD Culture Group Limited ("GDC") has entered into a Common Stock Purchase Agreement to sell up to $300 million of its common stock [1] - Proceeds from the stock sale will support the Company's crypto asset treasury strategy, including the purchase of Bitcoin and OFFICIAL TRUMP [2] - GDC aims to enhance its balance sheet with high-performance digital assets and align with the decentralized finance (DeFi) ecosystem [3] Group 2 - The adoption of crypto assets as treasury reserve holdings is a strategic move reflecting industry trends and GDC's strengths in digital technologies and livestreaming e-commerce [4] - GDC's partnership with the Investor is expected to provide strong momentum for its initiatives and reinforce its leadership in blockchain-driven industrial transformation [4] - The Company plans to enter the livestreaming market with a focus on e-commerce through its subsidiary, AI Catalysis [5]

Group 1 - GD Culture Group Inc. successfully completed a private investment public stock offering, raising approximately $5.5 million [1] - The company agreed to sell a total of 1,115,600 shares of common stock at a price of $0.524 per share, along with warrants to purchase an additional 9,380,582 shares at a price of $0.523 per warrant [1] - The net proceeds from the offering will be used for working capital purposes [1] Group 2 - GD Culture Group operates primarily through its subsidiaries, AI Catalysis Corp. and Shanghai Xianzhui Technology Co., Ltd., focusing on AI digital human technology and live e-commerce [4] - The company plans to enter the live e-commerce market through its wholly-owned U.S. subsidiary, AI Catalysis, established in May 2023 [4]

Core Viewpoint - GD Culture Group Limited has successfully closed a private placement, raising approximately $5.5 million to support its working capital needs [3]. Group 1: Private Placement Details - The company sold an aggregate of 1,115,600 shares of common stock at a price of $0.524 per share and pre-funded warrants to purchase up to 9,380,582 shares at a price of $0.523 per warrant [2]. - The gross proceeds from the offering amounted to approximately $5.5 million, which will be utilized for working capital purposes [3]. Group 2: Company Overview - GD Culture Group Limited operates primarily through its subsidiaries, AI Catalysis Corp. and Shanghai Xianzhui Technology Co, Ltd., and is planning to enter the livestreaming market focused on e-commerce [7]. - The company’s main business activities include AI-driven digital human technology and live-streaming e-commerce [7].

NEW YORK, May 05, 2025 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced the signing of private placement (the “Offering”) on May 2, 2025 with several purchasers for the purchase an aggregate of 1,115,600 shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at a purchase price of $0.524 per share in the Offering, and pre-funded warrants (the “Pre-Funded Warrants”) to ...

Core Points - GD Culture Group Limited ("GDC") received a Notification Letter from Nasdaq indicating non-compliance with Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders' equity for continued listing [1] - As of the fiscal year ended December 31, 2024, GDC reported stockholders' equity of $2.643 million, which is above the minimum requirement, but Nasdaq determined that the company does not meet other listing criteria [1] - The Notification Letter does not have an immediate effect on GDC's listing status, and the company has until May 4, 2025, to submit a compliance plan [2] - If the compliance plan is accepted, GDC may receive an additional compliance period of up to 180 days to demonstrate compliance [2] - The company's business operations remain unaffected by the Notification Letter, and it is exploring options to regain compliance [3] - GDC is focused on entering the livestreaming market with an emphasis on e-commerce through its subsidiary, AI Catalysis Corp. [4] Company Overview - GD Culture Group Limited operates primarily through its subsidiaries, including AI Catalysis Corp. and Shanghai Xianzhui Technology Co, Ltd. [4] - The company is engaged in AI-driven digital human technology and live-streaming e-commerce business [4]

Core Viewpoint - GD Culture Group Limited has received a notification from Nasdaq regarding non-compliance with listing rules, specifically concerning stockholders' equity requirements [1][2]. Group 1: Compliance Notification - The Company received a Notification Letter from Nasdaq dated March 20, 2025, indicating it is no longer in compliance with Nasdaq Listing Rule 5550(b)(1), which requires a minimum of $2.5 million in stockholders' equity [1]. - As of the fiscal year ended December 31, 2024, the Company reported stockholders' equity of $2.643 million, which is above the minimum requirement [1]. - Nasdaq has determined that the Company does not meet the alternatives of market value of listed securities or net income from continuing operations for continued listing [1]. Group 2: Compliance Plan - The Notification Letter does not have an immediate effect on the Company's listing on the Nasdaq Capital Market [2]. - The Company has 45 calendar days, until May 4, 2025, to submit a plan to regain compliance [2]. - If the compliance plan is accepted, the Company may be granted a compliance period of up to 180 calendar days from the date of the Notification Letter [2]. Group 3: Business Operations - The Company's business operations remain unaffected by the receipt of the Notification Letter [3]. - The Company is exploring various options to regain compliance and maintain its listing on the Nasdaq Capital Market [3]. - The Company intends to submit the compliance plan as soon as practicable [3]. Group 4: Company Overview - GD Culture Group Limited operates mainly through its subsidiaries, including AI Catalysis Corp. and Shanghai Xianzhui Technology Co, Ltd. [4]. - The Company plans to enter the livestreaming market with a focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis [4]. - The main businesses of the Company include AI-driven digital human technology and live-streaming e-commerce [4].

Company Classification and Stock Information - The company is classified as a "smaller reporting company," which subjects it to reduced disclosure requirements, potentially making its common stock less attractive to investors [325]. - As of March 12, 2025, the company had 12,282,894 shares of common stock issued and outstanding, with authorization to issue up to 200,000,000 shares [334]. - The common stock price may experience rapid and substantial volatility, making it difficult for prospective investors to assess its value [330]. - Future sales of common stock could lead to a decline in market price, affecting existing shareholders [336]. - The company has no plans to pay cash dividends on its common stock for the foreseeable future, intending to retain earnings for operations and growth [339]. - The market for the company's common stock may not be sustained, potentially impairing its ability to raise capital or enter into strategic partnerships [338]. Financial Performance and Risks - The company has incurred losses in each year since its inception, indicating a need for significant additional financing to continue operations [335]. - The company may face significant liabilities and costs due to potential securities litigation following periods of stock price volatility [333]. Cybersecurity Concerns - Cybersecurity threats remain a concern, with plans to develop information security policies and incident response plans to mitigate risks [327]. - The company acknowledges that it may not be able to fully mitigate cybersecurity risks, which could harm its reputation and business [328].

Group 1 - GD Culture Group Limited ("GDC") announced the closing of a private placement on March 6, 2025, for the purchase and sale of up to 1,115,600 shares of its common stock at a price of approximately $0.896 per share [1][2] - The aggregate gross proceeds from the Offering were approximately $1.0 million [2] - The shares were sold under the exemption from registration requirements of the Securities Act of 1933, relying on Section 4(a)(2) and Rule 506(b) of Regulation D [3] Group 2 - GD Culture Group Limited is primarily engaged in AI-driven digital human technology and live-streaming e-commerce business through its subsidiaries, including AI Catalysis Corp. [5] - The company plans to enter the livestreaming market with a focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis, which was incorporated in May 2023 [5]