Core Points - GD Culture Group Limited announced the successful closing of a private placement for the purchase and sale of 1,333,334 shares of common stock at a price of $2.10 per share, resulting in gross proceeds of approximately $2.8 million [1][2] - The transaction was completed on October 27, 2025, with Univest Securities, LLC acting as the sole placement agent [2] - The shares were sold under the exemption from registration requirements of the Securities Act, and the company has agreed to register the resale of the shares within 60 days from the agreement date [3] Company Overview - GD Culture Group Limited is a Nevada-based company primarily operating through its subsidiaries, AI Catalysis Corp. and Shanghai Xianzhui Technology Co., Ltd. [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] - The main business areas include AI-driven digital human technology and live-streaming e-commerce [5]

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].