Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 21, 2023

GD Culture Group Limited

(Exact name of Company as specified in charter)

Nevada		001-37513		47-3709051
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

c/o GD Culture Group Limited

Flat 1512, 15F, Lucky Centre,

No.165-171 Wan Chai Road

Wan Chai, Hong Kong

(Address of Principal Executive Offices) (Zip code)

+852-95791074

(Company’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		GDC		Nasdaq Capital Market

Item 7.01 Regulation FD Disclosure.

On August 21, 2023, GD Culture Group Limited (the “Company”) issued a press release entitled “GD Culture Group Limited Unveils Rebranding Initiatives Reflecting its Transformation and Focus on Growth and Innovation.” A copy of the press release is furnished herewith as Exhibit 99.1.

The information in this Item 7.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section. The information in this Item 7.01 of this Form 8-K also shall not be deemed to be incorporated by reference into any filing under the Act or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate it by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release - GD Culture Group Limited Unveils Rebranding Initiatives Reflecting its Transformation and Focus on Growth and Innovation
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GD Culture Group Limited

Date: August 21, 2023	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

Exhibit 99.1

GD Culture Group Limited Unveils Rebranding Initiatives Reflecting its Transformation and Focus on Growth and Innovation

NEW YORK, August 21, 2023, (GLOBE NEWSIRE) -- GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”), announced today that it has unveiled rebranding initiatives (the “Initiatives”) reflecting the Company’s cultural transformation and a redefined strategy focused on growth and innovation. The Initiatives signify the Company’s ambitions to explore new business opportunities in emerging industries and to create long-term value for all shareholders.

Initial Elements of the Initiatives

New Logo: Thoughtfully designed to symbolize growth and connection as the Company enters a new visionary phase. The emblematic logo ingeniously combines the initials ‘G’ and ‘D,’ representing a harmonious blend of the Company’s core identity. The parallel lines extending from the letters symbolize growth, underscoring the Company’s commitment to pushing boundaries, exploring new horizons, and consistently striving for excellence. The interwoven design element of the connected letters ‘G’ and ‘D’ signifies deep and lasting connections with the Company’s valued customers, partners, and stakeholders. As a company that values relationships, the logo embodies its vision to create strong and authentic connections. This design philosophy highlights the Company’s balanced approach to growth - one that is deeply rooted in collaboration.

New Investor Relations Website: The launch of the new investor relations website, https://www.gdculturegroup.com/index.html, provides a user-centric platform for audiences to explore the latest developments, offerings, and initiatives by the Company. With its intuitive interface, streamlined navigation, and interactive features, the new website serves as a hub for discovering the diverse range of experiences the Company now offers.

Business Transformation: The Company plans to expand into new horizons with a strong focus on e-commerce, live streaming interactive gaming, and audio comic storytelling experiences on the TikTok platform. These three new business segments will be managed by the Company’s wholly owned subsidiary, AI Catalysis. As the transformation proceeds, the Company will publicly disclose the latest information through press releases as appropriate.

Digital Marketing: The Company intends to increase its presence on social media platforms including LinkedIn, Twitter, Facebook, and Instagram. This move is expected to enable the Company to share real-time updates and insights and engage directly with its audience.

About GD Culture Group Limited.

GD Culture Group Limited (“GDC” or the “Company”) is a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”). Highlight Media, founded in 2016, is an integrated marketing service agency, focusing on serving businesses in China in connection with brand management, image building, public relations, social media management and event planning. For more information, please visit the Company’s website at https://www.gdculturegroup.com/index.html.

Forward-Looking Statements

This announcement contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results.

For investor and media inquiries, please contact:

Ascent Investor Relations LLC

Tina Xiao

Phone: +1-917-609-0333 (U.S.)

Email: tina.xiao@ascent-ir.com

Cover	Aug. 21, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 21, 2023
Entity File Number	001-37513
Entity Registrant Name	GD Culture Group Limited
Entity Central Index Key	0001641398
Entity Tax Identification Number	47-3709051
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	c/o GD Culture Group Limited
Entity Address, Address Line Two	Flat 1512, 15F, Lucky Centre,
Entity Address, Address Line Three	No.165-171 Wan Chai Road
Entity Address, City or Town	Wan Chai
Entity Address, Country	HK
Entity Address, Postal Zip Code	00000
City Area Code	+852
Local Phone Number	95791074
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	GDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false