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]

New York, New York, May 05, 2025 (GLOBE NEWSWIRE) -- Univest Securities, LLC (“Univest”), a member of FINRA and SIPC, and a full-service investment bank and securities broker-dealer firm based in New York, today announced the closing of private placement (the “Offering”) for its client GD Culture Group Limited (NASDAQ: GDC) (the “Company”), a company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co, Ltd. Under the terms of ...

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 ...

NEW YORK, April 01, 2025 (GLOBE NEWSWIRE) -- GD Culture Group Limited ("GDC" or the "Company") (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. ("AI Catalysis"), today announced that the Company received a written notification (the "Notification Letter") from the Nasdaq Stock Market LLC ("Nasdaq") dated March 20, 2025, notifying the Company that it is no longer in compliance with Nasdaq Listing Rule 5550(b)(1). Nasdaq Listing Rule 5550(b)(1) requires companies on the Nasdaq Capital Market to maintain a ...

GD Culture Group Limited Investor Relations Department The Notification Letter has no immediate effect on the Company's listing on the Nasdaq Capital Market at this time. In accordance with the Nasdaq Listing Rules, the Company has been provided 45 calendar days, or until May 4, 2025, to submit a plan to regain compliance. If such compliance plan is accepted by Nasdaq, the Company may be granted a compliance period of up to 180 calendar days from the date of the Notification Letter to evidence compliance. T ...

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]

Core Insights - Snail, Inc. is set to showcase its latest projects and innovations at the 2025 Game Developers Conference (GDC), highlighting its role as a leading global independent developer and publisher of interactive digital entertainment [1][10] - The company will feature a series of panels that include new trailers, behind-the-scenes insights, and technical discussions, providing attendees with exclusive announcements and firsthand access to upcoming projects [1][10] Panel Schedule Highlights - The GDC will include a panel celebrating the 10-year anniversary of "ARK: Survival Evolved," offering insights into the company's plans for this milestone [2] - Another panel will focus on "For The Stars," discussing the creation of immersive worlds through game design and art [3] - The development journey of "Bellwright" will be explored, detailing the transition from modding to full development by Donkey Crew [4] - A technical showcase by Frozen Way will address the challenges in creating a lively world in "Honeycomb: The World Beyond" [5] - Finish Line Games will present their development journey and provide a first look at "Robots at Midnight" [6] - Loric Games will share their experiences and challenges faced during the development of "Echoes of Elysium" [7] Company Overview - Snail Games is recognized for delivering innovative and immersive gaming experiences across various genres and platforms, emphasizing technological innovation and community engagement [8]

Group 1 - GD Culture Group Limited ("GDC") has entered into a securities purchase agreement for the sale of up to 1,115,600 shares of its common stock at approximately $0.896 per share in a private placement, expected to raise about $1.0 million [1][2] - The transactions are anticipated to close on or about March 5, 2025, pending customary closing conditions [2] - The shares will be offered under the exemption from registration requirements of the Securities Act, with the company agreeing to register the resale of the shares within 60 days from the agreement date [3] Group 2 - GD Culture Group Limited is primarily engaged in AI-driven digital human technology and live-streaming e-commerce, with plans to enter the livestreaming market through its subsidiary AI Catalysis Corp [5]