Core Viewpoint - GD Culture Group Limited has announced the acquisition of Pallas Capital Holding Ltd, which is expected to enhance shareholder value significantly through the addition of Bitcoin reserves [1][2]. Acquisition Details - GDC entered into a definitive share exchange agreement to acquire 100% of Pallas Capital's ordinary shares in exchange for 39,189,344 newly issued shares of GDC common stock [2]. - The transaction includes the transfer of 7,500 Bitcoin to GDC, which will be held as a long-term digital asset reserve upon closing [2]. Financial Implications - The current Bitcoin price is approximately $116,900, making the acquired Bitcoin worth about $876.8 million [3]. - This acquisition implies a value of approximately $22.37 per share of the Company's common stock issued for this asset acquisition [3]. Strategic Positioning - The acquisition strengthens GDC's balance sheet and positions the company among the top 15 publicly traded companies with the largest Bitcoin treasury reserves [4]. - The company plans to leverage blockchain and decentralized finance (DeFi) solutions to further enhance shareholder value in the future [4]. Company Overview - GD Culture Group Limited operates mainly through its subsidiaries, focusing on AI-driven digital human technology and live-streaming e-commerce [4]. - The company aims to enter the livestreaming market with a focus on e-commerce through its wholly owned U.S. subsidiary, AI Catalysis [4].

U.S. Stock Market - U.S. stocks traded mostly lower, with the Dow Jones index falling more than 150 points, down 0.37% to 45,713.02 [1] - NASDAQ fell 0.03% to 22,341.05, and S&P 500 dropped 0.14% to 6,605.77 [1] - Energy shares increased by 1.1%, while utilities stocks fell by 0.8% [1] Company Performance - Dave & Buster's Entertainment Inc. reported second-quarter revenue of $557.41 million, missing analyst estimates of $562.78 million [2] - Adjusted earnings for Dave & Buster's were 40 cents per share, below estimates of 92 cents per share [2] Commodities - Oil prices increased by 2.2% to $64.70, while gold rose by 0.2% to $3,726.00 [5] - Silver traded up 0.1% to $43.000, and copper fell 0.1% to $4.7120 [5] European Markets - European shares were lower, with the eurozone's STOXX 600 falling 0.86% [6] - Spain's IBEX 35 Index decreased by 1.30%, and London's FTSE 100 fell 0.74% [6] Asian Markets - Asian markets closed mostly higher, with Japan's Nikkei gaining 0.30% and India's BSE Sensex increasing by 0.73% [7] Notable Stock Movements - Turbo Energy, S.A. shares surged 408% to $13.72 after securing a $53 million contract for energy storage projects in Spain [8] - WEBTOON Entertainment Inc. shares rose 28% to $19.13 following a non-binding agreement with Disney [8] - Jumia Technologies AG shares increased by 22% to $11.90 after an upgrade from RBC Capital [8] - Bionano Genomics, Inc. shares dropped 41% to $1.6398 due to a $10 million public offering announcement [8] - GD Culture Group Limited shares fell 19% to $7.84 after entering a share exchange agreement [8] - Next Technology Holding Inc. shares decreased by 17% to $23.79 after filing for a stock shelf of up to $500 million [8] Economic Indicators - U.S. business inventories increased by 0.2% month-over-month in July, aligning with market estimates [11] - The NAHB/Wells Fargo Housing Market Index remained steady at 32 in September [11] - U.S. industrial production rose by 0.1% in August, exceeding market expectations [11] - U.S. retail sales increased by 0.6% month-over-month in August, surpassing expectations [11] - Export and import prices both rose by 0.3% in August [11]

Core Viewpoint - GD Culture Group Limited has entered into a share exchange agreement to acquire 100% of Pallas Capital Holding Ltd, which includes the acquisition of 7,500 Bitcoin, marking a strategic advancement in its digital asset treasury strategy [1][2][3]. Group 1: Acquisition Details - The company will issue 39,189,344 shares of common stock as part of the acquisition [1]. - The acquisition is aimed at strengthening GDC's reserve portfolio and enhancing its presence in the decentralized finance (DeFi) ecosystem [2]. Group 2: Strategic Implications - The acquisition supports GDC's initiative to build a diversified crypto asset reserve by acquiring high-value digital assets [3]. - The integration of the acquired Bitcoin is expected to position GDC to leverage Bitcoin's role as a store of value and institutional reserve asset [3]. Group 3: Company Background - GD Culture Group Limited operates mainly through its subsidiaries, focusing on AI-driven digital human technology and live-streaming e-commerce [4]. - The company plans to enter the livestreaming market with a focus on e-commerce through its U.S. subsidiary, AI Catalysis [4].

Core Viewpoint - GD Culture Group Limited is set to launch an AI Immersive Reading Platform that aims to revolutionize storytelling by making it interactive and personalized, allowing readers to shape narratives and engage with characters in new ways [1][2][4]. Group 1: Platform Features - The AI Immersive Reading Platform transforms traditional storytelling into an interactive experience, enabling readers to choose story directions, interact with characters, and personalize story elements [2]. - The platform offers AI-driven tools for creators, simplifying the writing process and facilitating the development of adaptive story scripts [3]. Group 2: Business Model and Community Engagement - Stories published on the platform will be available through a subscription model that shares revenue with creators, fostering a sustainable ecosystem for creativity [3]. - The company is building a community of creators to explore the future of storytelling, inviting storytellers, writers, and game designers to participate and gain early access to tools and resources [4]. Group 3: Company Overview - GD Culture Group Limited operates primarily through its subsidiaries, including AI Catalysis Corp, and plans to enter the livestreaming market focused on e-commerce [6].

[Report Information](index=1&type=section&id=Report%20Information) [Filing Details](index=1&type=section&id=Filing%20Details) This report is GD Culture Group Limited's quarterly report as of June 30, 2025, registered in Nevada, with stock traded on Nasdaq Capital Market, identified as a non-accelerated filer and smaller reporting company - GD Culture Group Limited (formerly Code Chain New Continent Limited) filed its quarterly report as of June 30, 2025[2](index=2&type=chunk) - The company's stock (GDC) is listed on the Nasdaq Capital Market[3](index=3&type=chunk) Company Filing Status | Indicator | Status | | :--- | :--- | | Large Accelerated Filer | No | | Accelerated Filer | No | | Non-Accelerated Filer | Yes | | Smaller Reporting Company | Yes | | Emerging Growth Company | No | [Table of Contents](index=2&type=section&id=Table%20of%20Contents) The report's table of contents outlines financial information, including unaudited financial statements, management's discussion and analysis, market risk disclosures, controls and procedures, and other information such as legal proceedings, risk factors, unregistered equity sales, senior securities defaults, mine safety disclosures, other information, and exhibits - The report is divided into two main parts: Part I for financial information and Part II for other information[6](index=6&type=chunk) - Financial information includes unaudited financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures[6](index=6&type=chunk) - Other information covers legal proceedings, risk factors, unregistered sales of equity securities, defaults upon senior securities, mine safety disclosures, other information, and exhibits[6](index=6&type=chunk) [CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS](index=3&type=section&id=CAUTIONARY%20NOTE%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This report contains forward-looking statements regarding future events, operating results, and financial performance, based on current assumptions and subject to known and unknown risks and uncertainties that may cause actual results to differ materially from expectations, with no obligation to update these statements - Forward-looking statements in this report involve future events, operating results, and financial performance, and include words such as "expect," "believe," "may," and "estimate"[8](index=8&type=chunk) - These statements involve known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially from forward-looking statements[8](index=8&type=chunk) - The company undertakes no obligation to update any forward-looking statements, except as required by law[10](index=10&type=chunk) [PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20(UNAUDITED)) This section contains GD Culture Group Limited's and its subsidiaries' unaudited interim consolidated financial statements, including balance sheets, statements of operations and comprehensive loss, statements of changes in shareholders' equity, statements of cash flows, and related notes, reflecting financial position and operating results as of June 30, 2025 - This section provides the unaudited interim condensed consolidated financial statements of GD Culture Group Limited and its subsidiaries[13](index=13&type=chunk) - The financial statements include consolidated balance sheets as of June 30, 2025, and December 31, 2024[14](index=14&type=chunk) - Also included are unaudited interim condensed consolidated statements of operations and comprehensive loss, statements of changes in shareholders' equity, and statements of cash flows for the three and six months ended June 30, 2025, and 2024[14](index=14&type=chunk) [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets and shareholders' equity significantly increased, primarily due to substantial rises in cash and cash equivalents and intangible assets, while current and total liabilities decreased Consolidated Balance Sheets Key Data | Indicator | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Cash and cash equivalents | 1,117,760 | 22,538 | | Prepaid and other current assets | 1,389,522 | - | | Intangible assets, net | 6,666,696 | 1,102,400 | | Total assets | 10,575,051 | 2,734,987 | | Total current liabilities | 1,062,256 | 1,473,881 | | Total liabilities | 2,011,539 | 2,732,344 | | Total shareholders' equity | 8,563,512 | 2,643 | - As of June 30, 2025, the company's cash and cash equivalents significantly increased to **$1,117,760**, compared to $22,538 as of December 31, 2024[16](index=16&type=chunk) - Net intangible assets increased from **$1,102,400** as of December 31, 2024, to **$6,666,696** as of June 30, 2025[16](index=16&type=chunk) [Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) For the three and six months ended June 30, 2025, the company's net loss significantly decreased, primarily due to lower operating expenses, especially the elimination of a one-time impairment loss present in the prior year period Operations and Comprehensive Loss Key Data | Indicator | Three Months Ended June 30, 2025 ($) | Three Months Ended June 30, 2024 ($) | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | :--- | :--- | | Selling and marketing expenses | (300,000) | (208,333) | (300,000) | (2,400,000) | | General and administrative expenses | (1,022,730) | (1,703,091) | (1,960,607) | (3,472,371) | | Research and development expenses | (233,333) | (217,500) | (233,333) | (435,000) | | Operating loss | (1,556,063) | (3,628,924) | (2,493,940) | (7,807,371) | | Net loss | (1,499,054) | (3,592,912) | (2,476,564) | (7,750,451) | | Basic and diluted loss per share | (0.10) | (0.39) | (0.18) | (0.93) | - For the three months ended June 30, 2025, net loss decreased by **58.3%** year-over-year to **$1,499,054**[17](index=17&type=chunk) - For the six months ended June 30, 2025, net loss decreased by **68.0%** year-over-year to **$2,476,564**[17](index=17&type=chunk) [Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) For the six months ended June 30, 2025, the company's shareholders' equity substantially increased, primarily driven by common stock issuance, prepaid warrant issuance, and financing activities such as software acquisition through common stock issuance Shareholders' Equity Changes Key Data | Indicator | January 1, 2025 | June 30, 2025 (Unaudited) | | :--- | :--- | :--- | | Common shares outstanding | 11,167,294 | 16,795,433 | | Additional paid-in capital ($) | 82,758,975 | 93,813,211 | | Accumulated deficit ($) | (83,194,386) | (85,670,950) | | Total shareholders' equity ($) | 2,643 | 8,563,512 | - As of June 30, 2025, the number of common shares outstanding increased to **16,795,433** from 11,167,294 as of December 31, 2024[19](index=19&type=chunk) - The acquisition of specific software through common stock issuance increased additional paid-in capital by **$5,988,523**[19](index=19&type=chunk) [Unaudited Interim Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) For the six months ended June 30, 2025, the company's net increase in cash and cash equivalents was primarily due to a significant rise in cash provided by financing activities, coupled with reduced cash outflows from operating activities and zero cash outflows from investing activities Cash Flow Key Data | Indicator | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (3,708,974) | (5,050,619) | | Net cash used in investing activities | - | (650,000) | | Net cash provided by financing activities | 4,804,172 | 830,533 | | Net increase (decrease) in cash and cash equivalents | 1,095,222 | (4,873,681) | | Cash and cash equivalents at end of period | 1,117,760 | 301,837 | - Net cash used in operating activities decreased from **$5,050,619** in the first half of 2024 to **$3,708,974** in the first half of 2025[23](index=23&type=chunk) - Cash provided by financing activities significantly increased to **$4,804,172**, compared to $830,533 in the prior year period[23](index=23&type=chunk) [Notes to Unaudited Interim Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) The notes provide detailed information on the company's business nature, significant accounting policies, balance sheet item details, related party transactions, leases, taxes, credit risk concentration, equity changes, commitments and contingencies, segment reporting, and subsequent events - The notes detail the company's business nature, organizational structure, and principal operating subsidiaries[25](index=25&type=chunk) - Significant accounting policies are disclosed, including consolidation principles, use of estimates and assumptions, and foreign currency translation and transactions[36](index=36&type=chunk) - Detailed composition and changes for various balance sheet items are provided, such as prepaid and other current assets, equipment, intangible assets, accounts payable, and lease liabilities[70](index=70&type=chunk)[71](index=71&type=chunk)[72](index=72&type=chunk) [Note 1 – Nature of Business and Organization](index=11&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20Business%20and%20Organization) GD Culture Group Limited focuses on virtual content production, including AI-driven digital human creation, live streaming, and e-commerce, operating through subsidiaries AI Catalysis and Shanghai Xuanzhirui Technology, and significantly improved liquidity in H1 2025 through financing activities, assessing sufficient going concern ability for the next 12 months - The company's primary business activities include AI-driven digital human creation and customization, live streaming, and e-commerce[25](index=25&type=chunk) - As of June 30, 2025, the company had **$1,117,760** in cash and approximately **$1.5 million** in working capital[30](index=30&type=chunk) - Management assessed that the company will have sufficient liquidity to meet its obligations over the next 12 months, indicating its ability to continue as a going concern[35](index=35&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=12&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) This note outlines the significant accounting policies adopted for the company's financial statements, including the basis of preparation in accordance with U.S. GAAP, consolidation principles, use of estimates and assumptions, foreign currency translation, asset classification and depreciation/amortization, lease accounting, fair value measurement, expense classification, and income tax accounting, with ASU 2023-07 adopted and ASU 2024-03 impact under evaluation - The financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles (U.S. GAAP) and comply with SEC interim financial statement regulations[36](index=36&type=chunk) - Intangible assets, such as software copyrights, are stated at cost less accumulated amortization and amortized on a straight-line basis over **5 years**[45](index=45&type=chunk) - The company adopted ASU 2023-07 (Segment Reporting) with no material impact on FY2024 financial statements; ASU 2023-09 (Income Tax Disclosures) is expected to have no material impact; and the impact of ASU 2024-03 (Income Statement Expense Disaggregation) is currently being evaluated[66](index=66&type=chunk)[67](index=67&type=chunk)[68](index=68&type=chunk) [Note 3 – Prepaid and Other Current Assets](index=17&type=section&id=Note%203%20%E2%80%93%20Prepaid%20and%20Other%20Current%20Assets) As of June 30, 2025, the company's prepaid and other current assets significantly increased to $1,389,522, primarily comprising prepaid offering costs, prepaid operating leases, and prepaid R&D expenses, with the latter related to service activities for the Chat Box platform Composition of Prepaid and Other Current Assets | Item | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Prepaid offering costs | 70,000 | - | | Prepaid operating leases | 152,855 | - | | Prepaid research and development expenses | 1,166,667 | - | | Total | 1,389,522 | - | - Prepaid research and development expenses are primarily for service activities related to the Chat Box platform, including system configuration, integration, testing support, and other operational assistance, expected to be completed by November 30, 2025[70](index=70&type=chunk) [Note 4 – Equipment, net](index=18&type=section&id=Note%204%20%E2%80%93%20Equipment%2C%20net) As of June 30, 2025, the company's net equipment value slightly decreased due to accumulated depreciation, primarily consisting of office equipment and furniture Composition of Equipment, net | Item | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Office equipment and furniture | 14,190 | 14,190 | | Less: Accumulated depreciation | (8,561) | (6,409) | | Total | 5,629 | 7,781 | - For the six months ended June 30, 2025, depreciation expense was **$2,152**, compared to $2,365 for the prior year period[71](index=71&type=chunk) [Note 5 – Intangible Assets, net](index=18&type=section&id=Note%205%20%E2%80%93%20Intangible%20Assets%2C%20net) As of June 30, 2025, the company's net intangible assets significantly increased due to the acquisition of "Chat Box" software in April 2025 through common stock issuance, intended for AI business development, particularly an interactive novel platform, with no impairment losses recognized during the period Composition of Intangible Assets, net | Item | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Software copyrights | 4,890,092 | 4,890,092 | | Additions: Software purchases | 5,988,523 | - | | Subtotal | 10,878,615 | 4,890,092 | | Less: Accumulated amortization | (1,460,745) | (1,036,518) | | Accumulated impairment | (2,751,174) | (2,751,174) | | Total | 6,666,696 | 1,102,400 | - On April 28, 2025, the company acquired "Chat Box" software for **$5,988,523** by issuing **2,444,295** shares of common stock[72](index=72&type=chunk) - Chat Box is an AI-based immersive chatbot platform, which the company plans to further develop into a mobile and web platform for interactive novel experiences[72](index=72&type=chunk) - For the six months ended June 30, 2025, amortization expense was **$424,227**, compared to $385,468 for the prior year period[73](index=73&type=chunk) [Note 6 – Other Payables and Accrued Liabilities](index=18&type=section&id=Note%206%20%E2%80%93%20Other%20Payables%20and%20Accrued%20Liabilities) As of June 30, 2025, the company's total other payables and accrued liabilities decreased, primarily due to a reduction in professional service fees, but a new shareholder loan was added Composition of Other Payables and Accrued Liabilities | Item | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | | Professional service fees | 130,641 | 375,085 | | Shareholder loan | 100,000 | - | | Total | 260,629 | 401,821 | - Professional service fees decreased from **$375,085** as of December 31, 2024, to **$130,641** as of June 30, 2025[75](index=75&type=chunk) [Note 7 – Related Party Balances and Transactions](index=20&type=section&id=Note%207%20%E2%80%93%20Related%20Party%20Balances%20and%20Transactions) As of June 30, 2025, the company's related party payables significantly decreased, mainly due to the full repayment of an interest-free loan from the CEO, with remaining balances primarily consisting of accrued compensation for company executives Related Party Payables Composition | Related Party | Nature | June 30, 2025 (Unaudited) ($) | December 31, 2024 ($) | | :--- | :--- | :--- | :--- | | Xiaojian Wang (CEO) | Accrued compensation | 75,000 | 50,000 | | Xiaojian Wang (CEO) | Interest-free loan to company | - | 349,485 | | Zihao Zhao (CFO) | Accrued compensation | 77,869 | 50,833 | | Total | | 204,339 | 502,266 | - As of June 30, 2025, the interest-free loan received from the CEO was **fully repaid**[78](index=78&type=chunk) - For the six months ended June 30, 2025, compensation expense paid to company executives was **$52,036**, compared to $40,000 for the prior year period[79](index=79&type=chunk) [Note 8 – Leases](index=20&type=section&id=Note%208%20%E2%80%93%20Leases) The company primarily leases buildings and office facilities under operating leases, with operating lease right-of-use assets and lease liabilities both decreasing as of June 30, 2025, and changes in lease expenses and payments, including the first recognition of short-term lease expenses during the period Operating Lease Key Data | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Operating lease right-of-use assets, net ($) | 1,135,509 | 1,342,333 | | Total lease liabilities ($) | 1,263,929 | 1,532,536 | | Weighted-average remaining lease term (years) | 3.31 | 3.63 | | Weighted-average discount rate | 7.54% | 7.53% | - For the six months ended June 30, 2025, operating lease expense was **$242,016**, compared to $248,155 for the prior year period[84](index=84&type=chunk) - For the six months ended June 30, 2025, the company incurred **$84,218** in short-term lease expenses, with no short-term lease expenses in the prior year period[85](index=85&type=chunk) [Note 9 – Taxes](index=21&type=section&id=Note%209%20%E2%80%93%20Taxes) The company faces varying income tax regulations in the U.S., BVI, Hong Kong, and mainland China; as of June 30, 2025, U.S. income tax payable increased, and while significant tax loss carryforwards exist, a full valuation allowance has been recorded against deferred tax assets due to continuous losses Income Tax Expense and Deferred Tax Assets/Liabilities | Indicator | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Total income tax benefit | 13,079 | 21,918 | | U.S. income tax payable (June 30, 2025) ($) | 282,642 | 141,810 (December 31, 2024) | | Total deferred tax assets (June 30, 2025) ($) | 9,441,503 | 8,647,326 (December 31, 2024) | | Valuation allowance (June 30, 2025) ($) | (9,047,896) | (8,020,571) (December 31, 2024) | - As of June 30, 2025, the company had approximately **$5.3 million** in tax loss carryforwards in mainland China (expiring 2028-2029) and approximately **$18.9 million** in tax loss carryforwards in the U.S. (indefinite carryforward)[94](index=94&type=chunk) - Due to the company's operating history and continuous losses in the U.S., management has recorded a **100% valuation allowance** against deferred tax assets[95](index=95&type=chunk) [Note 10 – Concentration of Credit Risk](index=23&type=section&id=Note%2010%20%E2%80%93%20Concentration%20of%20Credit%20Risk) The company's credit risk is primarily concentrated in cash deposits, with approximately $900,000 in U.S. bank accounts exceeding the FDIC insurance limit as of June 30, 2025 - The company's credit risk primarily arises from cash deposits and accounts receivable[96](index=96&type=chunk) - As of June 30, 2025, approximately **$900,000** of the company's cash in U.S. bank accounts exceeded the FDIC's **$250,000** insurance limit[97](index=97&type=chunk)[176](index=176&type=chunk) - As of June 30, 2025, and December 31, 2024, **$3,267** in cash was held in financial institutions in mainland China[97](index=97&type=chunk) [Note 11 – Equity](index=25&type=section&id=Note%2011%20%E2%80%93%20Equity) This note details changes in the company's equity, including statutory reserves, common stock issuance, and warrant activities; as of June 30, 2025, the company significantly increased outstanding shares and capital through multiple common stock and prepaid warrant issuances, completing several software acquisitions Common Stock and Warrants Key Data | Indicator | June 30, 2025 (Unaudited) | December 31, 2024 | | :--- | :--- | :--- | | Total common shares outstanding | 16,795,433 | 11,167,294 | | Prepaid warrants unexercised | 7,468,536 | 0 | | November 2023 registered warrants unexercised | 565,130 | 1,616,471 | | Total warrants | 8,729,201 | 2,312,006 | - On March 4, 2025, the company sold **1,115,600** shares of common stock at **$0.896379** per share, generating net proceeds of **$910,000** for working capital[109](index=109&type=chunk) - On May 2, 2025, the company received **$4,478,000** in gross proceeds from the issuance of common stock and prepaid warrants, designated for working capital[110](index=110&type=chunk) - On April 28, 2025, the company issued **2,444,295** shares of common stock to acquire "Chat Box" software for AI business development[111](index=111&type=chunk) [Note 12 – Commitments and Contingencies](index=29&type=section&id=Note%2012%20%E2%80%93%20Commitments%20and%20Contingencies) The company may face legal proceedings, claims, and disputes arising in the ordinary course of business, but management believes these matters will not have a material adverse effect on the company's financial position, operating results, or liquidity - The company may be subject to legal proceedings, claims, and disputes arising in the ordinary course of business[123](index=123&type=chunk) - Management believes these matters will not have a material adverse effect on the company's financial position, operating results, or liquidity[123](index=123&type=chunk) [Note 13 – Segment Reporting](index=29&type=section&id=Note%2013%20%E2%80%93%20Segment%20Reporting) The company operates and manages its business as a single reportable segment, "Virtual Content Production," with the CEO as the chief operating decision maker reviewing consolidated financial statements and operating metrics to allocate resources and assess overall performance; no geographical segments are presented as most long-lived assets and expenses are located in the U.S. - The company operates as a single operating and reportable segment, "Virtual Content Production"[125](index=125&type=chunk) - The Chief Executive Officer serves as the chief operating decision maker, making decisions by reviewing consolidated financial statements and operating metrics[125](index=125&type=chunk) - No geographical segments are presented because most of the company's long-lived assets and expenses are located in the United States[126](index=126&type=chunk) [Note 14 – Subsequent events](index=29&type=section&id=Note%2014%20%E2%80%93%20Subsequent%20events) The company has evaluated subsequent events and transactions through August 12, 2025, and found no material subsequent events requiring adjustment or disclosure - The company evaluated subsequent events through August 12, 2025[127](index=127&type=chunk) - No material subsequent events requiring adjustment or disclosure were identified[127](index=127&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=30&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section discusses GD Culture Group Limited's financial condition and operating results for the three and six months ended June 30, 2025, highlighting the business overview, recent developments, key factors affecting operating results, analysis of operations, liquidity and capital resources, and critical accounting policies and recent accounting pronouncements related to AI-driven virtual content production, live streaming, and e-commerce - This discussion and analysis should be read in conjunction with the unaudited financial statements and their notes[129](index=129&type=chunk) - The company's business primarily focuses on AI-driven digital human creation and customization, live streaming, and e-commerce[132](index=132&type=chunk) - This section contains forward-looking statements, and actual results may differ materially from those discussed[130](index=130&type=chunk)[131](index=131&type=chunk) [Overview](index=30&type=section&id=Overview) GD Culture Group Limited is a holding company focused on virtual content production, primarily AI-driven digital human creation and customization, live streaming, and e-commerce, offering services via AI tools like SyncWaveX and developing an interactive novel platform, with revenue mainly from personalized customization service subscriptions - The company's main business involves AI-driven digital human creation and customization, as well as live streaming and e-commerce[132](index=132&type=chunk) - SyncWaveX is the company's AI-powered virtual human video generation tool, offering text input, character models, and audio profile selection, with primary revenue from personalized customization service subscriptions[133](index=133&type=chunk)[134](index=134&type=chunk) - The company is also developing a mobile and web platform for interactive novels[134](index=134&type=chunk) [Recent Development](index=31&type=section&id=Recent%20Development) The company recently raised capital through multiple equity issuances and prepaid warrants to support working capital and AI business development, successfully regaining Nasdaq listing compliance and acquiring key software like "AIBox" and "Chat Box" to enhance AI capabilities - On March 4, 2025, the company raised **$1,000,000** in gross proceeds (net proceeds of **$910,000**) through common stock issuance for working capital[137](index=137&type=chunk) - On May 2, 2025, the company received **$4,478,000** in subscription proceeds from the issuance of common stock and prepaid warrants, designated for working capital[138](index=138&type=chunk) - The company has regained compliance with Nasdaq's minimum bid price requirement and met the **$35 million** market value standard[141](index=141&type=chunk)[142](index=142&type=chunk) - On April 28, 2025, the company acquired "Chat Box" software by issuing **2,444,295** shares of common stock for AI business development[145](index=145&type=chunk) [Key Factors that Affect Operating Results](index=33&type=section&id=Key%20Factors%20that%20Affect%20Operating%20Results) Key factors influencing the company's operating results include intense competition in the e-commerce and live streaming industries, the ability to retain core management team members, and the capacity to expand market share and penetrate new markets - The e-commerce and live streaming industries are highly competitive, with competitors potentially having longer operating histories, more experience, or stronger financial/marketing resources[146](index=146&type=chunk) - The loss of key management team members could adversely affect the company's business and operating results[147](index=147&type=chunk) - The company's ability to effectively and cost-efficiently expand market share and penetrate new markets is crucial for operating results[148](index=148&type=chunk) [Results of Operations](index=33&type=section&id=Results%20of%20Operations) The company achieved a significant reduction in net loss for both Q2 and H1 2025, primarily due to a substantial decrease in operating expenses, notably the elimination of a one-time impairment loss present in the prior year period, and controlled sales and marketing, general and administrative, and R&D expenses - For the three months ended June 30, 2025, net loss decreased by **58.3%** to **$1,499,054** year-over-year[152](index=152&type=chunk) - For the six months ended June 30, 2025, net loss decreased by **68.0%** to **$2,476,564** year-over-year[156](index=156&type=chunk) - Operating loss decreased by **68.1%** year-over-year in the first half of 2025, from $7,807,371 to **$2,493,940**[153](index=153&type=chunk) [Three Months Ended June 30, 2025 vs. June 30, 2024](index=33&type=section&id=Three%20Months%20Ended%20June%2030%2C%202025%20vs.%20June%2030%2C%202024) Net loss for Q2 2025 significantly decreased by 58.3% year-over-year, primarily due to reduced general and administrative expenses and the elimination of a one-time impairment loss present in the prior year period, despite increases in sales and marketing and R&D expenses Q2 2025 Operating Expense Changes | Expense Category | Q2 2025 ($) | Q2 2024 ($) | Change Amount ($) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Selling and marketing expenses | (300,000) | (208,333) | (91,667) | 44.0% | | General and administrative expenses | (1,022,730) | (1,703,091) | 680,361 | (39.9)% | | Research and development expenses | (233,333) | (217,500) | (15,833) | 7.3% | | Other-than-temporary impairment loss | - | (1,500,000) | 1,500,000 | (100.0)% | | Net loss | (1,499,054) | (3,592,912) | 2,093,858 | (58.3)% | - Selling and marketing expenses increased by **44.0%**, primarily due to increased brand marketing expenses, partially offset by reduced investment in digital human and e-commerce live streaming marketing (affected by TikTok's potential exit from the U.S. market)[150](index=150&type=chunk) - General and administrative expenses decreased by **39.9%**, mainly due to reduced professional service fees[150](index=150&type=chunk) - Research and development expenses increased by **7.3%**, primarily due to R&D support activities for the newly acquired Chat Box software, partially offset by reduced investment in AI digital human application R&D[150](index=150&type=chunk) [Six Months Ended June 30, 2025 vs. June 30, 2024](index=34&type=section&id=Six%20Months%20Ended%20June%2030%2C%202025%20vs.%20June%2030%2C%202024) Net loss for H1 2025 significantly decreased by 68.0% year-over-year, primarily due to substantial reductions in sales and marketing, general and administrative, and R&D expenses, as well as the elimination of a one-time impairment loss present in the prior year period H1 2025 Operating Expense Changes | Expense Category | H1 2025 ($) | H1 2024 ($) | Change Amount ($) | Change Percentage | | :--- | :--- | :--- | :--- | :--- | | Selling and marketing expenses | (300,000) | (2,400,000) | 2,100,000 | (87.5)% | | General and administrative expenses | (1,960,607) | (3,472,371) | 1,511,764 | (43.5)% | | Research and development expenses | (233,333) | (435,000) | 201,667 | (46.4)% | | Other-than-temporary impairment loss | - | (1,500,000) | 1,500,000 | 100.0% | | Net loss | (2,476,564) | (7,750,451) | 5,273,887 | (68.0)% | - Selling and marketing expenses decreased by **87.5%**, primarily due to reduced investment in digital human and e-commerce live streaming marketing (affected by TikTok's potential exit from the U.S. market)[154](index=154&type=chunk) - General and administrative expenses decreased by **43.5%**, mainly due to reduced professional service fees, partially offset by increased intangible asset amortization and listing fees[154](index=154&type=chunk) - Research and development expenses decreased by **46.4%**, primarily due to reduced investment in AI digital human application R&D, partially offset by R&D support activities for Chat Box software[154](index=154&type=chunk) [Liquidity and Capital Resources](index=35&type=section&id=Liquidity%20and%20Capital%20Resources) As of June 30, 2025, the company's liquidity significantly improved with increased cash and working capital, primarily driven by financing activities through common stock and prepaid warrant issuances, and management assesses sufficient liquidity to meet obligations over the next 12 months - As of June 30, 2025, the company had **$1,117,760** in cash and approximately **$1.5 million** in working capital[157](index=157&type=chunk) Cash Flow Summary | Cash Flow Category | Six Months Ended June 30, 2025 ($) | Six Months Ended June 30, 2024 ($) | | :--- | :--- | :--- | | Net cash used in operating activities | (3,708,974) | (5,050,619) | | Net cash used in investing activities | - | (650,000) | | Net cash provided by financing activities | 4,804,172 | 830,533 | | Net change in cash and cash equivalents | 1,095,222 | (4,873,681) | - Net cash provided by financing activities significantly increased, primarily from common stock issuances (approximately **$1.5 million**) and prepaid warrant issuances (approximately **$3.6 million**)[167](index=167&type=chunk) - Management assessed that the company will have sufficient liquidity to meet its obligations over the next 12 months[162](index=162&type=chunk) [Critical Accounting Policies and Estimates](index=36&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) The company makes significant estimates and assumptions in preparing financial statements, with long-lived asset impairment being a critical accounting estimate; no long-lived asset impairment losses were recognized for the six months ended June 30, 2025 - Long-lived asset impairment is a critical accounting estimate for the company, involving judgments on intangible assets such as AI Box and Chat Box software, and right-of-use assets[169](index=169&type=chunk) - For the six months ended June 30, 2025, the company recognized **no long-lived asset impairment losses**[169](index=169&type=chunk) [Recently Issued Accounting Pronouncements](index=37&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) The company adopted ASU 2023-07 (Segment Reporting) with no material impact on FY2024, ASU 2023-09 (Income Tax Disclosures) is not expected to have a material impact, and ASU 2024-03 (Income Statement Expense Disaggregation) is currently being evaluated for its impact on future financial statements - The company adopted ASU 2023-07 (Segment Reporting), which had **no material impact** on the 2024 fiscal year[171](index=171&type=chunk) - ASU 2023-09 (Income Tax Disclosures) is not expected to have a **material impact** on the company's financial statements and disclosures[170](index=170&type=chunk) - The company is currently evaluating the impact of ASU 2024-03 (Income Statement Expense Disaggregation) on its consolidated financial statements[172](index=172&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=38&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) The company faces credit, inflation, and foreign currency risks; credit risk is concentrated in cash deposits, with some exceeding FDIC insurance limits; inflation may affect operating results but currently has no material impact; foreign currency risk stems from RMB-denominated operations and assets in mainland China, influenced by government exchange controls and policy changes - Credit risk is one of the most significant risks facing the company's business, primarily concentrated in cash deposits and accounts receivable[175](index=175&type=chunk)[176](index=176&type=chunk) - As of June 30, 2025, approximately **$900,000** of the company's cash exceeded the FDIC insurance limit[97](index=97&type=chunk)[176](index=176&type=chunk) - The company faces inflation risk, but it has not had a **material impact** on its financial condition or operating results to date[177](index=177&type=chunk) - Foreign currency risk primarily arises from the company's RMB-denominated operating activities and assets in mainland China, subject to Chinese government foreign exchange controls and policy changes[178](index=178&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=38&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) As of the end of the reporting period, management assessed the company's disclosure controls and procedures as ineffective; however, no significant changes occurred in internal control over financial reporting during the quarter - As of the end of the reporting period, management, including the Chief Executive Officer, President, and Chief Financial Officer, assessed the company's disclosure controls and procedures as **ineffective**[179](index=179&type=chunk) - No significant changes occurred in internal control over financial reporting during the quarter[181](index=181&type=chunk) [PART II. OTHER INFORMATION](index=39&type=section&id=PART%20II.%20OTHER%20INFORMATION) [ITEM 1. LEGAL PROCEEDINGS](index=39&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) The company is not currently involved in any legal proceedings - The company is currently **not involved in any legal proceedings**[183](index=183&type=chunk) [ITEM 1A. RISK FACTORS](index=39&type=section&id=ITEM%201A.%20RISK%20FACTORS) Investing in the company's common stock involves a high degree of risk, and no material changes were made to the risk factors discussed in the Form 10-K annual report for December 31, 2024, in this quarterly report - Investing in the company's common stock involves a **high degree of risk**, and risk factors in this quarterly report and the Form 10-K annual report should be carefully considered[184](index=184&type=chunk) - There were **no material changes** to the risk factors described in the Form 10-K annual report for December 31, 2024[184](index=184&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=39&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) The company raised capital through multiple unregistered equity security sales, including common stock and prepaid warrant issuances, with proceeds primarily allocated to working capital and AI business development, specifically the acquisition of "AIBox" and "Chat Box" software - On March 4, 2025, the company issued **1,115,600** shares of common stock, generating **$1,000,000** in gross proceeds for working capital[185](index=185&type=chunk) - On April 28, 2025, the company issued **2,444,295** shares of common stock to acquire "Chat Box" software, valued at **$5,768,536.20**[187](index=187&type=chunk) - On May 6, 2025, the company agreed to sell common stock and prepaid warrants, with the first closing yielding **$4,478,000** in gross proceeds for working capital[188](index=188&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=40&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) The company has not experienced any defaults upon senior securities - **No defaults** upon senior securities[189](index=189&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=40&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This disclosure is not applicable to the company - **Not applicable**[190](index=190&type=chunk) [ITEM 5. OTHER INFORMATION](index=40&type=section&id=ITEM%205.%20OTHER%20INFORMATION) No other information requires disclosure in this report - **No other information**[191](index=191&type=chunk) [ITEM 6. EXHIBITS](index=40&type=section&id=ITEM%206.%20EXHIBITS) This section lists exhibits filed as part of or incorporated by reference into the quarterly report on Form 10-Q, including certifications from the CEO and CFO and XBRL files - Exhibits include certifications from the Chief Executive Officer and Chief Financial Officer as required by Rule 13a-14(a) or Rule 15d-14(a) and 18 U.S.C. 1350[193](index=193&type=chunk) - Exhibits also include Inline XBRL Instance Document and its Taxonomy Extension Schema Document[193](index=193&type=chunk) [SIGNATURES](index=41&type=section&id=SIGNATURES) This quarterly report was duly signed by GD Culture Group Limited on August 12, 2025, by Xiaojian Wang, CEO, President, and Chairman of the Board, and Zihao Zhao, CFO and Secretary - This report was duly signed by GD Culture Group Limited on **August 12, 2025**[195](index=195&type=chunk)[197](index=197&type=chunk) - Signatories include Xiaojian Wang, Chief Executive Officer, President, and Chairman of the Board, and Zihao Zhao, Chief Financial Officer and Secretary[197](index=197&type=chunk)

PART I. FINANCIAL INFORMATION [ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)](index=4&type=section&id=ITEM%201.%20FINANCIAL%20STATEMENTS%20%28UNAUDITED%29) This section presents the unaudited interim condensed consolidated financial statements of GD Culture Group Limited and its subsidiaries for the three months ended March 31, 2025 and 2024, including balance sheets, statements of operations and comprehensive loss, statements of changes in shareholders' equity, and statements of cash flows, along with detailed notes explaining the nature of business, significant accounting policies, and specific financial line items [Consolidated Balance Sheets](index=5&type=section&id=Consolidated%20Balance%20Sheets) **Balance Sheet Summary (March 31, 2025 vs. December 31, 2024):** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :----------------------------- | :------------------------- | :------------------ | | Total Assets | $2,603,247 | $2,734,987 | | Total Liabilities | $2,668,108 | $2,732,344 | | Total Shareholders' Equity (Deficit) | $(64,861) | $2,643 | | Cash and cash equivalents | $51,236 | $22,538 | | Total Current Assets | $76,010 | $31,733 | | Total Current Liabilities | $1,571,766 | $1,473,881 | [Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss](index=6&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Loss) **Statements of Operations and Comprehensive Loss (Three Months Ended March 31):** | Metric | 2025 (Unaudited) | 2024 (Unaudited) | | :------------------------------------------------- | :--------------- | :--------------- | | Total Operating Expenses | $(937,877) | $(4,178,447) | | Loss from Operations | $(937,877) | $(4,178,447) | | Total Other Income | $2,118 | $21,946 | | Loss Before Income Taxes from Continuing Operations | $(935,759) | $(4,156,501) | | Less: Income Tax Expenses | $(41,751) | $(1,038) | | Net Loss | $(977,510) | $(4,157,539) | | Basic and Diluted Loss per Share | $(0.08) | $(0.56) | [Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders' Equity](index=7&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Changes%20in%20Shareholders'%20Equity) - Shareholders' Equity Changes (Three Months Ended March 31, 2025): * Balance as of January 1, 2025: Total Shareholders' Equity (Deficit) was **$2,643**[20](index=20&type=chunk) * Net loss for the period: **$(977,510)**[20](index=20&type=chunk) * Issuance of common stock for cash: **$910,000**[20](index=20&type=chunk) * Foreign currency translation adjustment: **$4**[20](index=20&type=chunk) * Balance as of March 31, 2025: Total Shareholders' Equity (Deficit) was **$(64,861)**[20](index=20&type=chunk) - Shareholders' Equity Changes (Three Months Ended March 31, 2024): * Balance as of January 1, 2024: Total Shareholders' Equity was **$12,161,483**[22](index=22&type=chunk) * Net loss for the period: **$(4,157,539)**[22](index=22&type=chunk) * Issuance of common stock for cash: **$829,879**[22](index=22&type=chunk) * Issuance of common stock for acquisition of 13.33% noncontrolling interest of Shanghai Xianzhui: **$3,150,793**[22](index=22&type=chunk) * Exercise of pre-funded warrants: **$654**[22](index=22&type=chunk) * Exercise of November 2023 Registered Warrants: **$0**[22](index=22&type=chunk) * Foreign currency translation: **$(15,109)**[22](index=22&type=chunk) * Fair value changes of convertible notes receivable: **$54,849**[22](index=22&type=chunk) * Balance as of March 31, 2024: Total Shareholders' Equity was **$8,874,217**[22](index=22&type=chunk) [Unaudited Interim Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Unaudited%20Interim%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) **Cash Flow Summary (Three Months Ended March 31):** | Cash Flow Activity | 2025 (Unaudited) | 2024 (Unaudited) | | :--------------------------------------- | :--------------- | :--------------- | | Net cash used in operating activities | $(831,308) | $(3,617,910) | | Net cash used in investing activities | $0 | $(1,900,000) | | Net cash provided by financing activities | $860,000 | $830,533 | | Net increase (decrease) in cash and cash equivalents | $28,698 | $(4,689,317) | | Cash and cash equivalents, end of year | $51,236 | $486,201 | [Notes to Unaudited Interim Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Interim%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed explanations and disclosures for the financial statements, covering the company's business nature, significant accounting policies, specific asset and liability breakdowns, related party transactions, lease obligations, tax information, equity changes, and subsequent events [Note 1 – Nature of Business and Organization](index=10&type=section&id=Note%201%20%E2%80%93%20Nature%20of%20Business%20and%20Organization) - GD Culture Group Limited (GDC) is a Nevada corporation and a holding company, primarily engaged in virtual content production through its subsidiaries AI Catalysis corp. and Shanghai Xianzhui Technology Co., Ltd. (SH Xianzhui)[28](index=28&type=chunk) - The Company focuses its business mainly on 1) AI-driven digital human creation and customization, and 2) Live streaming and e-commerce[28](index=28&type=chunk) - As of the report date, the Company owns **73.3333%** of SH Xianzhui and **100%** of AI Catalysis, Citi Profit BVI, Highlight HK, and Highlight WFOE[29](index=29&type=chunk)[31](index=31&type=chunk) - As of March 31, 2025, the Company had **$51,236** cash and a working capital deficit of approximately **$1.5 million**[33](index=33&type=chunk)[38](index=38&type=chunk) - However, subsequent to March 31, 2025, a public offering partially received net proceeds of approximately **$4.1 million**, leading management to conclude that substantial doubt about the Company's ability to continue as a going concern no longer exists for the next twelve months[33](index=33&type=chunk)[38](index=38&type=chunk) [Note 2 – Summary of Significant Accounting Policies](index=11&type=section&id=Note%202%20%E2%80%93%20Summary%20of%20Significant%20Accounting%20Policies) - Unaudited interim condensed consolidated financial statements are prepared in accordance with U.S. GAAP and SEC regulations for interim financial statements[39](index=39&type=chunk) - The reporting currency is USD, while PRC subsidiaries use RMB as functional currency[42](index=42&type=chunk) - Assets and liabilities are translated at period-end rates, operations at average rates, and equity at historical rates, with translation adjustments included in accumulated other comprehensive income[43](index=43&type=chunk) - Software copyrights are stated at cost less accumulated amortization, amortized on a straight-line basis over an estimated useful life of **5 years**[48](index=48&type=chunk) - Recently Adopted/Issued Accounting Pronouncements: * ASU 2023-07 (Segment Reporting): Adopted for FY2024, with no significant impact[69](index=69&type=chunk) * ASU 2023-09 (Income Taxes): Effective for FY beginning after Dec 15, 2024; no material impact expected[70](index=70&type=chunk) * ASU 2024-03 (Disaggregation of Income Statement Expenses): Effective for FY beginning after Dec 15, 2026; impact currently being assessed[71](index=71&type=chunk) [Note 3 – Prepaid and Other Current Assets](index=17&type=section&id=Note%203%20%E2%80%93%20Prepaid%20and%20Other%20Current%20Assets) **Prepaid and Other Current Assets:** | Asset Type | March 31, 2025 (Unaudited) | December 31, 2024 | | :---------------- | :------------------------- | :---------------- | | Prepaid car rental | $15,579 | $0 | | Total | $15,579 | $0 | [Note 4 – Equipment, net](index=17&type=section&id=Note%204%20%E2%80%93%20Equipment%2C%20net) **Equipment, Net:** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------- | :------------------------- | :---------------- | | Office equipment and furniture | $14,190 | $14,190 | | Less: accumulated depreciation | $(7,486) | $(6,409) | | Total | $6,704 | $7,781 | - Depreciation expense for the three months ended March 31, 2025, was **$1,077**, compared to **$1,183** for the same period in 2024[74](index=74&type=chunk) [Note 5 – Intangible Assets, net](index=17&type=section&id=Note%205%20%E2%80%93%20Intangible%20Assets%2C%20net) **Intangible Assets, Net:** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------- | :------------------------- | :---------------- | | Software copyrights | $4,890,092 | $4,890,092 | | Less: accumulated amortization | $(1,098,918) | $(1,036,518) | | Accumulated impairment | $(2,751,174) | $(2,751,174) | | Total | $1,040,000 | $1,102,400 | - Amortization expense for the three months ended March 31, 2025, was **$62,400**, a decrease from **$182,373** for the same period in 2024[75](index=75&type=chunk) - No impairment losses were recorded for intangible assets for the three months ended March 31, 2025 and 2024[76](index=76&type=chunk) **Future Amortization of Intangible Assets:** | Fiscal Year | Amortization | | :---------------- | :----------- | | Remaining of FY2025 | $187,200 | | FY2026 | $249,600 | | FY2027 | $249,600 | | FY2028 | $249,600 | | FY2029 | $104,000 | | Total | $1,040,000 | [Note 6 – Other Payables and Accrued Liabilities](index=18&type=section&id=Note%206%20%E2%80%93%20Other%20Payables%20and%20Accrued%20Liabilities) **Other Payables and Accrued Liabilities:** | Liability Type | March 31, 2025 (Unaudited) | December 31, 2024 | | :---------------------- | :------------------------- | :---------------- | | Professional service fee | $431,598 | $375,085 | | Payroll | $17,943 | $26,558 | | Loan payable - shareholder | $100,000 | $0 | | Others | $998 | $178 | | Total | $550,539 | $401,821 | [Note 7 – Related Party Balances and Transactions](index=18&type=section&id=Note%207%20%E2%80%93%20Related%20Party%20Balances%20and%20Transactions) **Other Payables – Related Parties:** | Related Party | Relationship | Nature | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------ | :------------------ | :------------------------------------ | :------------------------- | :---------------- | | Xiaojian Wang | Chief Executive Officer | Accrued compensations | $62,500 | $50,000 | | Xiaojian Wang | Chief Executive Officer | Interest-free loans to the Company | $199,485 | $349,485 | | Xiaojian Wang | Chief Executive Officer | Operating related fees paid on behalf | $50,000 | $50,000 | | Zihao Zhao | Chief Finance Officer | Accrued compensations | $58,333 | $50,833 | | Zihao Zhao | Chief Finance Officer | Reimbursement | $1,958 | $1,948 | | Total | | | $372,276 | $502,266 | - As of the issuance date of the financial statements, interest-free loans received from the Company's officers were fully repaid[80](index=80&type=chunk) - Compensation expenses to officers for the three months ended March 31, 2025 and 2024, amounted to **$20,000** for both periods[81](index=81&type=chunk) [Note 8 – Leases](index=18&type=section&id=Note%208%20%E2%80%93%20Leases) **Operating Lease Metrics:** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :-------------------------- | :------------------------- | :---------------- | | Weighted average remaining lease term | 3.49 years | 3.63 years | | Weighted average discount rate | 7.56% | 7.53% | **Operating Lease Balances:** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------ | :------------------------- | :---------------- | | Operating lease right-of-use assets, net | $1,229,793 | $1,342,333 | | Current portion of operating lease liabilities | $381,434 | $427,984 | | Non-current portion of operating lease liabilities | $1,026,387 | $1,104,552 | | Total Lease Liabilities | $1,407,821 | $1,532,536 | - Lease expense for the three months ended March 31, 2025, was **$123,492**, up from **$95,057** for the same period in 2024[85](index=85&type=chunk) **Future Operating Lease Payments (as of March 31, 2025):** | Fiscal Year | Operating Leases | | :---------------- | :--------------- | | FY2025 | $371,061 | | FY2026 | $393,261 | | FY2027 | $401,127 | | FY2028 | $409,149 | | FY2029 | $34,605 | | Total lease payments | $1,609,203 | | Less: imputed interest | $201,382 | | Present value of lease liabilities | $1,407,821 | [Note 9 – Taxes](index=19&type=section&id=Note%209%20%E2%80%93%20Taxes) **Income Tax Expenses (Three Months Ended March 31):** | Tax Component | 2025 (Unaudited) | 2024 (Unaudited) | | :------------------------ | :--------------- | :--------------- | | Total current tax expenses | $(125,707) | $0 | | Total deferred tax benefits (expenses) | $83,956 | $(1,038) | | Total benefits (provision) for income taxes | $(41,751) | $(1,038) | - The effective tax rate for the three months ended March 31, 2025, was **4.46%**, compared to **0.02%** for the same period in 2024[93](index=93&type=chunk) - As of March 31, 2025, income tax payable to US tax authorities was **$267,517**, up from **$141,810** as of December 31, 2024[93](index=93&type=chunk) **Deferred Tax Assets and Liabilities (March 31, 2025 vs. December 31, 2024):** | Metric | March 31, 2025 (Unaudited) | December 31, 2024 | | :------------------------------------ | :------------------------- | :---------------- | | Total deferred tax assets | $8,741,413 | $8,647,326 | | Less: Valuation allowance | $(8,583,371) | $(8,020,571) | | Deferred tax assets, net of valuation allowance | $158,042 | $626,755 | | Total deferred tax liabilities | $(227,997) | $(780,666) | | Total deferred tax liabilities, net | $(69,955) | $(153,911) | - The Company recorded **$57,303** in penalties and interest for failed timely tax filing for the three months ended March 31, 2025[62](index=62&type=chunk) - The Company has tax loss carryforwards of approximately **$5.3 million** from PRC entities (expiring 2028-2029) and **$17.5 million** from US entities (indefinite carryforward)[94](index=94&type=chunk)[95](index=95&type=chunk) - A **100%** valuation allowance is provided for deferred tax assets due to uncertainty of realization[94](index=94&type=chunk)[95](index=95&type=chunk) [Note 10 – Concentration of Credit Risk](index=21&type=section&id=Note%2010%20%E2%80%93%20Concentration%20of%20Credit%20Risk) - Financial instruments subject to credit risk include cash deposits and accounts receivable[96](index=96&type=chunk)[97](index=97&type=chunk) - Cash held in PRC financial institutions is not government-insured, but creditworthiness is monitored[97](index=97&type=chunk) - Accounts receivable credit risk is managed through credit approvals, limits, monitoring, and requiring prepayments[173](index=173&type=chunk) [Note 11 – Equity](index=22&type=section&id=Note%2011%20%E2%80%93%20Equity) - Common Stock Issuances: * January 11, 2024: Issued **400,000 shares** for **13.3333%** equity interest in SH Xianzhui[101](index=101&type=chunk) * March 2024: Sold **810,277 shares** in a registered direct offering for approximately **$0.9 million** gross proceeds[103](index=103&type=chunk) * June 4, 2024: Issued **1,560,000 shares** for the purchase of software (AIBox) valued at **$1,248,000**[104](index=104&type=chunk) * March 4, 2025: Sold **1,115,600 shares** for net proceeds of **$910,000** for working capital[109](index=109&type=chunk) - Warrant Activities: * As of March 31, 2025, **2,312,006** unregistered warrants were outstanding, exercisable into **2,110,618 shares** at a weighted average exercise price of **$29.94**[113](index=113&type=chunk) * No prefunded warrants were outstanding as of March 31, 2025, as all were exercised between February and October 2024[114](index=114&type=chunk) * As of March 31, 2025, **1,616,471 shares** of November 2023 Registered Warrants were outstanding[116](index=116&type=chunk) - Total outstanding common stock shares were **12,282,894** as of March 31, 2025, up from **11,167,294** as of December 31, 2024[110](index=110&type=chunk) [Note 12 – Commitments and Contingencies](index=24&type=section&id=Note%2012%20%E2%80%93%20Commitments%20and%20Contingencies) - The Company may be subject to legal proceedings, claims, and disputes in the ordinary course of business, but does not believe these will have a material adverse impact on its financial position, results of operations, or liquidity[117](index=117&type=chunk) [Note 13 – Segment Reporting](index=24&type=section&id=Note%2013%20%E2%80%93%20Segment%20Reporting) - The Company's sole remaining business segment and operations is Virtual Content Production[119](index=119&type=chunk) - Management evaluates performance and allocates resources based primarily on operating expenses[118](index=118&type=chunk) [Note 14 – Subsequent events](index=24&type=section&id=Note%2014%20%E2%80%93%20Subsequent%20events) - Subsequent to March 31, 2025, the Company fully repaid **$200,000** to its CEO, including **$199,485** for interest-free loans and **$515** for operating-related expenses[122](index=122&type=chunk) - On May 2, 2025, the Company entered into a securities purchase agreement for the sale of **1,115,600** common shares and **9,380,582** pre-funded warrants, with aggregate gross proceeds of **$5,500,000**[123](index=123&type=chunk)[124](index=124&type=chunk) - As of the issuance date, **$4,478,000** in proceeds were received, with net proceeds expected to be **$5,095,000** for working capital[123](index=123&type=chunk)[124](index=124&type=chunk) - On April 28, 2025, the Company agreed to purchase "Chat Box" software by issuing **2,444,295 shares** of common stock to Gongzheng Xu and Qing Wang[125](index=125&type=chunk) - The transaction was completed on April 29, 2025, and the software will be used to develop its AI business[125](index=125&type=chunk) - On April 30, 2025, holders of **1,051,341** registered November 2023 Registered Warrants exercised their options to purchase **952,644 shares** of common stock on a cashless basis, leaving **565,130 shares** of these warrants outstanding[127](index=127&type=chunk) [ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS](index=26&type=section&id=ITEM%202.%20MANAGEMENT'S%20DISCUSSION%20AND%20ANALYSIS%20OF%20FINANCIAL%20CONDITION%20AND%20RESULTS%20OF%20OPERATIONS) This section provides management's perspective on the company's financial condition and results of operations for the three months ended March 31, 2025, compared to the same period in 2024, covering business overview, recent developments, key factors affecting operating results, detailed financial performance analysis, liquidity, capital resources, and critical accounting policies [Overview](index=26&type=section&id=Overview) - GD Culture Group Limited operates in virtual content production through AI Catalysis and Shanghai Xianzhui[132](index=132&type=chunk) - The company's main business areas are AI-driven digital human creation and customization, and live streaming and e-commerce[132](index=132&type=chunk) - SyncWaveX is an AI-powered web-based video generation tool for virtual human videos with lip synchronization, targeting content creators, educational/corporate entities, e-commerce vendors, and individual users[133](index=133&type=chunk) - Revenue is primarily generated from personalized customization services subscriptions, with foundational functionalities accessible at no cost subject to daily generative output constraints[133](index=133&type=chunk)[134](index=134&type=chunk) [Recent Development](index=27&type=section&id=Recent%20Development) - Investment in Shanghai Xianzhui: As of March 31, 2025, the Company owns **73.3333%** of Shanghai Xianzhui, which provides social media marketing agency services[136](index=136&type=chunk) - Offerings: * March 4, 2025: Sold **1,115,600** common shares for **$1,000,000** gross proceeds (**$910,000** net) for working capital[139](index=139&type=chunk) * May 2, 2025: Entered into an agreement to sell **1,115,600** common shares and **9,380,582** pre-funded warrants for **$5,500,000** aggregate gross proceeds[140](index=140&type=chunk) * As of the report date, **$4,478,000** was received, with net proceeds expected to be **$5,095,000** for working capital[140](index=140&type=chunk) - Nasdaq Compliance: The Company regained compliance with Nasdaq's minimum bid price requirement on June 18, 2024, after its common stock closed at or above **$1.00** for **10 consecutive business days**[143](index=143&type=chunk) - Software Purchase Agreements: * May 31, 2024: Purchased "AIBox" software for **$1,248,000**, paid by issuing **1,560,000** common shares, to develop its AI business[144](index=144&type=chunk) * April 28, 2025: Purchased "Chat Box" software by issuing **2,444,295** common shares, also for AI business development[145](index=145&type=chunk) [Key Factors that Affect Operating Results](index=28&type=section&id=Key%20Factors%20that%20Affect%20Operating%20Results) - Competition: The e-commerce and live streaming industry is highly competitive, with rivals on platforms like TikTok, potentially impacting sales and market share[146](index=146&type=chunk) - Retention of Key Management Team Members: The loss of key executives with experience in AI technology and content creation could negatively affect business operations[147](index=147&type=chunk) - Ability to Grow Market Presence and Penetrate New Markets: As an early-stage company, failure to effectively and cost-efficiently expand market presence, especially on social media, could negatively impact operating results[148](index=148&type=chunk) [Results of Operations (Three Months Ended March 31, 2025 vs. March 31, 2024)](index=29&type=section&id=Results%20of%20Operations) **Operating Expenses:** | Expense Type | March 31, 2025 | March 31, 2024 | | :---------------------------- | :------------- | :------------- | | Selling expenses | $0 | $(2,191,667) | | General and administrative | $(937,877) | $(1,769,280) | | Research and development expense | $0 | $(217,500) | | Total Operating Expenses | $(937,877) | $(4,178,447) | - Other Income, Net: Decreased by **$19,828 (90.3%)** to **$2,118** for the three months ended March 31, 2025, primarily due to the absence of interest income from a third-party loan present in 2024[149](index=149&type=chunk)[151](index=151&type=chunk) - Net Loss: Decreased by **$3,180,029 (76.5%)** to **$977,510** for the three months ended March 31, 2025, from **$4,157,539** in the prior year, mainly driven by lower operating expenses[149](index=149&type=chunk)[153](index=153&type=chunk) - The decrease in selling expenses and R&D expenses was mainly due to reduced investment in digital human and e-commerce live streaming marketing/advertising, partly due to uncertainty surrounding TikTok's potential exit from the U.S., and decreased R&D for AI-based digital human applications[150](index=150&type=chunk) [Liquidity and Capital Resources](index=30&type=section&id=Liquidity%20and%20Capital%20Resources) - Cash Position & Working Capital (March 31, 2025): The Company had **$51,236** in cash and a working capital deficit of approximately **$1.5 million**[154](index=154&type=chunk)[159](index=159&type=chunk) - Subsequent Financing: On May 2, 2025, the Company completed a public offering, partially receiving net proceeds of approximately **$4.1 million**, which is expected to provide sufficient liquidity for the next twelve months[157](index=157&type=chunk)[159](index=159&type=chunk) **Cash Flow Summary (Three Months Ended March 31):** | Cash Flow Activity | 2025 (Unaudited) | 2024 (Unaudited) | | :--------------------------------------- | :--------------- | :--------------- | | Net cash used in operating activities | $(831,308) | $(3,617,910) | | Net cash used in investing activities | $0 | $(1,900,000) | | Net cash provided by financing activities | $860,000 | $830,533 | - Net cash used in operating activities decreased significantly due to lower net loss and decreased adjustments for non-cash items like amortization and deferred tax expenses[162](index=162&type=chunk) - Net cash used in investing activities decreased due to the absence of a loan to a third party in 2025[162](index=162&type=chunk) - Net cash provided by financing activities remained consistent, reflecting continued proceeds from debt issuance and new common stock[163](index=163&type=chunk) [Critical Accounting Policies and Estimates](index=31&type=section&id=Critical%20Accounting%20Policies%20and%20Estimates) - Impairment of Long-lived Assets: Management judgment is crucial in assessing impairment for intangible assets (e.g., software copyrights, digital humans) and Right-of-Use (ROU) assets, based on discounted cash flow analysis and market rental information[165](index=165&type=chunk)[166](index=166&type=chunk) - No impairment losses were recognized for intangible assets for the three months ended March 31, 2025 and 2024[166](index=166&type=chunk) [Recently Issued Accounting Pronouncements](index=31&type=section&id=Recently%20Issued%20Accounting%20Pronouncements) - ASU 2023-09 (Income Taxes): Effective for fiscal years beginning after December 15, 2024[167](index=167&type=chunk) - Management does not expect a material impact on financial statements[167](index=167&type=chunk) - ASU 2023-07 (Segment Reporting): Adopted retrospectively for the year ended December 31, 2024, to improve segment expense disclosures[168](index=168&type=chunk) - ASU 2024-03 (Disaggregation of Income Statement Expenses): Effective for fiscal years beginning after December 15, 2026[169](index=169&type=chunk) - The Company is currently assessing its impact[169](index=169&type=chunk) [ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK](index=32&type=section&id=ITEM%203.%20QUANTITATIVE%20AND%20QUALITATIVE%20DISCLOSURES%20ABOUT%20MARKET%20RISK) This section discusses the Company's exposure to various market risks, including credit risk, liquidity risk, inflation risk, and foreign currency risk, and outlines the strategies employed to manage these risks [Credit Risk](index=32&type=section&id=Credit%20Risk) - Financial instruments with significant credit risk include cash and accounts receivable[172](index=172&type=chunk) - Cash in PRC financial institutions is not government-insured, but creditworthiness is monitored[172](index=172&type=chunk) - Accounts receivable credit risk is managed through approvals, limits, monitoring, and requiring prepayments[173](index=173&type=chunk) [Liquidity Risk](index=32&type=section&id=Liquidity%20Risk) - As of March 31, 2025, the Company had **$51,236** cash and a working capital deficit of approximately **$1.5 million**[175](index=175&type=chunk) - The CEO provided a Letter of Support for continued financial backing for at least **12 months** from the issuance date of the financial statements[175](index=175&type=chunk) - Management believes that with recent financing and projected cash flows, the Company has sufficient liquidity for the next twelve months and plans to raise additional capital and implement cost-cutting measures[176](index=176&type=chunk) [Inflation Risk](index=33&type=section&id=Inflation%20Risk) - Inflationary factors could impair operating results if raw material and overhead costs increase without corresponding increases in product selling prices[178](index=178&type=chunk) - While inflation has not materially impacted financial position or results to date, future high inflation could adversely affect gross margin and operating expenses[178](index=178&type=chunk) [Foreign Currency Risk](index=33&type=section&id=Foreign%20Currency%20Risk) - A majority of the Company's operations, assets, and liabilities are denominated in RMB, which is subject to PRC government control over currency conversion[179](index=179&type=chunk) - Shortages in foreign currency availability could restrict PRC subsidiaries' ability to remit dividends or other payments to the Company[180](index=180&type=chunk) [ITEM 4. CONTROLS AND PROCEDURES](index=33&type=section&id=ITEM%204.%20CONTROLS%20AND%20PROCEDURES) This section reports on the effectiveness of the Company's disclosure controls and procedures and internal control over financial reporting - The Certifying Officers concluded that the Company's disclosure controls and procedures were **not effective** as of March 31, 2025[180](index=180&type=chunk) - There were no material changes in internal control over financial reporting during the most recent fiscal quarter[182](index=182&type=chunk) PART II. OTHER INFORMATION [ITEM 1. LEGAL PROCEEDINGS](index=34&type=section&id=ITEM%201.%20LEGAL%20PROCEEDINGS) This section states that the Company is not currently involved in any material legal proceedings - None[185](index=185&type=chunk) [ITEM 1A. RISK FACTORS](index=34&type=section&id=ITEM%201A.%20RISK%20FACTORS) This section refers readers to the risk factors discussed in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, noting no material changes in the risks for this quarterly report - Investing in common stock involves a high degree of risk[186](index=186&type=chunk) - No material changes to the risk factors described in the Annual Report on Form 10-K for the fiscal year ended December 31, 2024[186](index=186&type=chunk) [ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS](index=34&type=section&id=ITEM%202.%20UNREGISTERED%20SALES%20OF%20EQUITY%20SECURITIES%20AND%20USE%20OF%20PROCEEDS) This section details the unregistered sales of equity securities and the use of proceeds from such sales during the reporting period - On March 4, 2025, the Company issued **1,115,600 shares** of common stock at **$0.896379** per share, generating **$1,000,000** gross proceeds, for working capital purposes[187](index=187&type=chunk) - These securities were issued under exemptions from registration requirements of the Securities Act (Section 4(a)(2) and Rule 506(b) of Regulation D)[187](index=187&type=chunk) [ITEM 3. DEFAULTS UPON SENIOR SECURITIES](index=34&type=section&id=ITEM%203.%20DEFAULTS%20UPON%20SENIOR%20SECURITIES) This section reports on any defaults upon senior securities - None[188](index=188&type=chunk) [ITEM 4. MINE SAFETY DISCLOSURES](index=34&type=section&id=ITEM%204.%20MINE%20SAFETY%20DISCLOSURES) This section indicates that mine safety disclosures are not applicable to the Company - Not applicable[189](index=189&type=chunk) [ITEM 5. OTHER INFORMATION](index=34&type=section&id=ITEM%205.%20OTHER%20INFORMATION) This section reports on any other information required to be disclosed that is not covered by other items - None[190](index=190&type=chunk) [ITEM 6. EXHIBITS](index=35&type=section&id=ITEM%206.%20EXHIBITS) This section lists all exhibits filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q - The section lists various exhibits filed as part of or incorporated by reference into the Quarterly Report on Form 10-Q, including certifications from the CEO and CFO (Exhibits 31.1, 31.2, 32.1, 32.2) and Inline XBRL documents (Exhibits 101.INS, 101.SCH, 101.CAL, 101.DEF, 101.LAB, 101.PRE, 104)[192](index=192&type=chunk)

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].

Core Viewpoint - GD Culture Group Limited announced a private placement to raise approximately $5.5 million through the sale of common stock and pre-funded warrants [1][2]. Group 1: Private Placement Details - The company signed a private placement agreement on May 2, 2025, for the purchase of 1,115,600 shares of common stock at a price of $0.524 per share [1]. - Additionally, pre-funded warrants to purchase up to 9,380,582 shares of common stock were included in the offering at a price of $0.523 per warrant [1]. - The gross proceeds from the offering are expected to be around $5.5 million, which will be used for working capital purposes [2]. Group 2: Company Overview - GD Culture Group Limited operates primarily through its subsidiaries, including AI Catalysis Corp., and is focused on entering the livestreaming market with an emphasis on e-commerce [5]. - The company's main business activities involve AI-driven digital human technology and live-streaming e-commerce [5].