Overview
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- TickerGDC on Nasdaq2
- IndustryWholesale-Metals & Minerals (No Petroleum)2
- HeadquartersClearwater, United States2
- Incorporated inNV3
- Business address111 Town Square Place, Suite #1203, Jersey City, Nj 073103
- Filer categoryNon-accelerated filer, Smaller reporting company3
- Legal formCorporation2
- LEI529900NGZWUKJ6MS2K542
- StatusActive2
- LEI statusIssued and current2
- Registered addressc/o VCORP SERVICES, LLC, 701 S. CARSON STREET, SUITE 200, 89701 Carson City, United States2
- Registered withBusiness Center (Secretary of State), E0161102018-02
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HK did not have any material impact on the Company’s consolidated financial statements.4 From its latest annual report
Financials
From the company’s reports to the SEC. Every number links to the filing it came from.
Key numbers, fiscal 2022
36.2%Gross margin5
-270.2%Operating margin6
-20105.1%Net margin6
-99.4%Revenue growth, 20225
-889.0%Return on equity6
Where the money goes
Where each dollar of revenue went, fiscal 2022
- Cost of revenue19¢$97.8K
- Selling, general and admin81¢$414.2K
- Income tax0¢$1.1K
Out of $153.3K in revenue.56 The company lost money this year.
Financial statements
Every line of the income statement as filed: the last 2 fiscal years, latest first.11
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Selling and marketing expenses | -$300.0K | -$2.4M |
| General and administrative expenses | -$5.1M | -$5.1M |
| Research and development expenses | -$2.3M | -$797.5K |
| Impairment of intangible assets | -$852.8K | -$2.8M |
| Provision of credit loss expenses | -$3.1M | |
| TOTAL OPERATING EXPENSES | -$8.5M | -$14.2M |
| LOSS FROM OPERATIONS | -$8.5M | -$14.2M |
| Interest income | $6.4K | $8.7K |
| Unrealized loss on fair value changes of digital assets | -$178.5M | |
| Sublease rental income | $32.6K | |
| TOTAL OTHER (EXPENSE) INCOME | -$178.5M | $8.7K |
| LOSS BEFORE INCOME TAXES | -$186.9M | -$14.2M |
| LESS: INCOME TAX BENEFIT (EXPENSES) | $55.0K | $32.1K |
| NET LOSS | -$186.9M | -$14.1M |
| Net loss attributable to noncontrolling interest | -$27 | -$284.6K |
| Net loss attributable to shareholders of common stock | -$186.9M | -$13.8M |
| - Foreign currency translation adjustment | $55 | -$14.5K |
| - Fair value changes of convertible note receivables | -$102.0K | |
| OTHER COMPREHENSIVE INCOME (LOSS), net of tax | $55 | -$116.6K |
| COMPREHENSIVE LOSS, net of tax | -$186.9M | -$14.2M |
| Comprehensive loss attributable to noncontrolling interest | -$14 | -$378.5K |
| Comprehensive loss attributable to shareholders of common stock | -$186.9M | -$13.9M |
| Basic (in Shares) | 30.3M shares | 9.6M shares |
| Diluted (in Shares) | 30.3M shares | 9.6M shares |
| Basic (in Dollars per share) | -$6.16 | -$1.45 |
| Diluted (in Dollars per share) | -$6.16 | -$1.45 |
No quarter-by-quarter statement was filed.
Every line of the balance sheet as filed: the last 3 fiscal years (annual) or 3 quarters (quarterly), latest first.11
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $456.0K | $22.5K | |
| Other receivables, net | $41.8K | $9.2K | |
| Prepayments | $331.6K | ||
| Total current assets | $829.4K | $31.7K | |
| EQUIPMENT, NET | $3.5K | $7.8K | |
| RIGHT-OF-USE ASSETS, NET | $988.0K | $1.3M | |
| Intangible assets, net | $5.1M | $1.1M | |
| Other assets | $250.7K | $250.7K | |
| Digital assets | $663.0M | ||
| Total other assets | $668.3M | $1.4M | |
| Total assets | $670.2M | $2.7M | |
| Other payables and accrued liabilities | $507.7K | $401.8K | |
| Lease liabilities - current | $353.6K | $428.0K | |
| Income tax payable | $188.0K | $141.8K | |
| Total current liabilities | $1.2M | $1.5M | |
| Lease liabilities non-current | $781.2K | $1.1M | |
| Deferred tax liabilities | $21.0K | $153.9K | |
| Total other liabilities | $802.2K | $1.3M | |
| Total liabilities | $2.0M | $2.7M | |
| Common stock, $0.0001 par value, 10,000,000,000 and 200,000,000 shares authorized, 57,318,111 and 11,167,294 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $5.7K | $1.1K | |
| Additional paid-in capital | $937.8M | $82.8M | |
| Accumulated deficit | -$270.1M | -$83.2M | |
| Accumulated other comprehensive income | $152.6K | $152.6K | |
| Total GD Culture Group Limited shareholders equity (deficits) | $667.9M | -$281.7K | |
| Noncontrolling interest | $284.3K | $284.4K | |
| Total shareholders equity | $668.1M | $2.6K | $12.2M |
| Total liabilities and shareholders equity | $670.2M | $2.7M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 1.0B shares | 20.0M shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 10.0B shares | 200.0M shares | |
| Common stock, shares issued (in Shares) | 57.3M shares | 11.2M shares | |
| Common stock, shares outstanding (in Shares) | 57.3M shares | 11.2M shares |
| Period ending | 2025-12-31 | 2024-12-31 | 2023-12-31 |
|---|---|---|---|
| Cash and cash equivalents | $456.0K | $22.5K | |
| Other receivables, net | $41.8K | $9.2K | |
| Prepayments | $331.6K | ||
| Total current assets | $829.4K | $31.7K | |
| EQUIPMENT, NET | $3.5K | $7.8K | |
| RIGHT-OF-USE ASSETS, NET | $988.0K | $1.3M | |
| Intangible assets, net | $5.1M | $1.1M | |
| Other assets | $250.7K | $250.7K | |
| Digital assets | $663.0M | ||
| Total other assets | $668.3M | $1.4M | |
| Total assets | $670.2M | $2.7M | |
| Other payables and accrued liabilities | $507.7K | $401.8K | |
| Lease liabilities - current | $353.6K | $428.0K | |
| Income tax payable | $188.0K | $141.8K | |
| Total current liabilities | $1.2M | $1.5M | |
| Lease liabilities non-current | $781.2K | $1.1M | |
| Deferred tax liabilities | $21.0K | $153.9K | |
| Total other liabilities | $802.2K | $1.3M | |
| Total liabilities | $2.0M | $2.7M | |
| Common stock, $0.0001 par value, 10,000,000,000 and 200,000,000 shares authorized, 57,318,111 and 11,167,294 shares issued and outstanding as of December 31, 2025 and 2024, respectively | $5.7K | $1.1K | |
| Additional paid-in capital | $937.8M | $82.8M | |
| Accumulated deficit | -$270.1M | -$83.2M | |
| Accumulated other comprehensive income | $152.6K | $152.6K | |
| Total GD Culture Group Limited shareholders equity (deficits) | $667.9M | -$281.7K | |
| Noncontrolling interest | $284.3K | $284.4K | |
| Total shareholders equity | $668.1M | $2.6K | $12.2M |
| Total liabilities and shareholders equity | $670.2M | $2.7M | |
| Preferred stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Preferred stock, shares authorized (in Shares) | 1.0B shares | 20.0M shares | |
| Common stock, par value (in Dollars per share) | $0.00 | $0.00 | |
| Common stock, shares authorized (in Shares) | 10.0B shares | 200.0M shares | |
| Common stock, shares issued (in Shares) | 57.3M shares | 11.2M shares | |
| Common stock, shares outstanding (in Shares) | 57.3M shares | 11.2M shares |
Cash flow is reported year to date, not quarter by quarter, so there are no separate quarterly figures.
Every line of the cash flow as filed: the last 2 fiscal years, latest first.11
| Period ending | 2025-12-31 | 2024-12-31 |
|---|---|---|
| Net loss | -$186.9M | -$14.1M |
| Depreciation of equipment | $4.3K | $4.7K |
| Amortization of intangible assets | $1.1M | $692.8K |
| Amortization of right-of-use assets | $354.3K | $424.3K |
| Unrealized loss on fair value changes of digital assets | $178.5M | |
| Provision of credit loss expenses on convertible notes | $2.5M | |
| Provision of credit loss expenses on loan receivable | $650.0K | |
| Impairment of intangible assets | $852.8K | $2.8M |
| Deferred income tax | -$132.9K | -$173.9K |
| Other receivables | -$32.6K | $264 |
| Prepayments | -$331.6K | $1.3M |
| Other payables and accrued liabilities | $1.2K | $378.5K |
| Lease liabilities | -$397.7K | -$349.7K |
| Taxes payable | $46.2K | $141.8K |
| Other payables - related parties | $12.2K | $131.9K |
| Net cash used in operating activities | -$6.8M | -$5.7M |
| Loan to a third party | -$1.9M | |
| Repayment of loan to a third party | $1.2M | |
| Net cash used in investing activities | -$650.0K | |
| Proceeds from issuance of common stock | $3.9M | $829.9K |
| Proceeds from issuance of prefunded warrants | $3.6M | |
| Proceeds from exercise of prefunded warrants | $654 | |
| Proceeds from related party loans | $50.0K | $349.5K |
| Proceeds from shareholder loan | $100.0K | |
| Repayments to a related party | -$399.5K | |
| Net cash provided by financing activities | $7.3M | $1.2M |
| EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS | $55 | -$2.9K |
| NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS | $433.5K | -$5.2M |
| Cash paid for income tax | $31.8K | |
| Issuance of common stock for acquisition right, title, and interest in and to the certain software | $6.0M | $1.2M |
| Initial recognition of right-of-use assets and lease liability | $205.5K | |
| Issuance of common stock for 13.3333% interest in SH Xianzhui | $3.2M | |
| Exercise of November 2023 Registered Warrants | $95 | $136 |
| Exercise of pre-funded warrants pursuant to the Warrant Exchange Agreements | $93 | |
| Exercise of February 2021 Registered Warrants | $9 | |
| Issuance of common stock for acquisition Pallas | $225.7M | |
| Capital contribution from related parties | $615.8M | |
| Fair value changes of convertible notes receivable | -$102.0K | |
| Percentage of issuance of common stock for interest in SH Xianzhui | 0 pure |
No quarter-by-quarter statement was filed.
Corporate structure
GD Culture Group Ltd sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.
Major holders of GD Culture Group Ltd
- Thomas John Corley Filed SCHEDULE 13G/A on GD Culture Group Ltd, latest Jun 24, 2026 (3 filings since May 22, 2026)
- Wealthy Concord Ltd Filed SCHEDULE 13D on GD Culture Group Ltd, latest May 5, 2026
- Wei Xu Filed SC 13D/A on GD Culture Group Ltd, latest Mar 16, 2023
- Hongxiang Yu Filed SC 13D on GD Culture Group Ltd, latest Feb 17, 2023
- CVI Investments, Inc. Filed SC 13G/A on GD Culture Group Ltd, latest Feb 14, 2022
- GD Culture Group Ltd Clearwater, Florida, United States
Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.
What it owns
What GD Culture Group Ltd reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.
Property and equipment
| Item | Latest | A year before | Change |
|---|---|---|---|
| Property and equipment, before depreciation | $14.2K11 Dec 31, 2025 | $14.2K11 Dec 31, 2024 | 0% |
| Accumulated depreciation | $10.7K11 Dec 31, 2025 | $6.4K11 Dec 31, 2024 | +67.2% |
| Property and equipment, net | $3.5K11 Dec 31, 2025 | $7.8K11 Dec 31, 2024 | −55.3% |
| Operating-lease assets (leased space) | $988.0K11 Dec 31, 2025 | $1.3M11 Dec 31, 2024 | −26.4% |
Investments
| Item | Latest | A year before | Change |
|---|---|---|---|
| Cash and cash equivalents | $456.0K11 Dec 31, 2025 | $22.5K11 Dec 31, 2024 | +1923.4% |
Intangibles and goodwill
| Item | Latest | A year before | Change |
|---|---|---|---|
| Intangible assets, net (excluding goodwill) | $5.1M11 Dec 31, 2025 | $1.1M11 Dec 31, 2024 | +361.7% |
| Finite-lived intangibles, gross | $10.9M11 Dec 31, 2025 | $4.9M11 Dec 31, 2024 | +122.5% |
| Accumulated amortization | $2.2M11 Dec 31, 2025 | $1.0M11 Dec 31, 2024 | +110.7% |
| Finite-lived intangibles, net | $5.1M11 Dec 31, 2025 | $1.1M11 Dec 31, 2024 | +361.7% |
Properties, in its own words
Facilities
Our current executive office is located at 111 Town Square Place, Suite #1203, Jersey City, NJ 07310. We consider our current office space adequate for our current operations.
The rest of Item 2
Intellectual Properties
We entered into a software purchase agreement with Northeast Management LLC, a seller unaffiliated with us. Pursuant to the software purchase agreement, we purchased all of the seller’s right, title, and interest in and to the software, Tribal Light. We have used and plan to continue using the software to develop video games. We operate the game through interactive live stream, facilitating real-time engagement between players and viewers through interactive features embedded within the live streaming platform. In January 2025, the Company announced its decision to discontinue the online livestreaming gaming business after conducting a comprehensive assessment. While this decision marks a significant shift, previously released games and related content will remain operational but will no longer receive updates.
On May 31, 2024, we entered into a software purchase agreement with Shanxi Gangdong Cultural Media Co., Ltd., a seller unaffiliated with the Company. Pursuant to the software purchase agreement, we purchased all of the seller’s right, title, and interest in and to the software, which the Company intends to use to develop its AI business.
On April 28, 2025, we entered into a software purchase agreement with Gongzheng Xu and Qing Wang, sellers unaffiliated with the Company. Pursuant to the software purchase agreement, we purchased all of sellers’ right, title, and interest in and to the software, which the Company intends to use to develop its AI business.
We have the right to use the two domains: gdculturegroup.com and aicatalysis.com.
Item 2 of the 10-K filed Mar 27, 2026.4
Leadership
Who has led GD Culture Group Ltd, and when. Pick a name to see everywhere that person has worked.
Chief executive
Chief financial officer
Chief operating officer
20202025
- Chief executive officerYimin Jin Dec 4, 2019 to Feb 9, 202112
- Chief executive officerChuanliu Ni Feb 26, 2018 to Feb 26, 201813
- ChairChuanliu Ni Feb 26, 2018 to Feb 26, 201813
- ChairQi Zhang Jul 23, 2015 to Sep 9, 201514
- PresidentXiaonian Zhang Feb 13, 2018 to Feb 13, 201815
- PresidentPeter Nathanial Jul 23, 2015 to Oct 13, 201716
- Chief financial officerZihao Zhao Feb 14, 2024 to Feb 14, 202417
- Chief financial officerXiaoyan Shen Feb 26, 2018 to Feb 26, 201818
- Chief operating officerLu Cai Feb 14, 2024 to Feb 14, 202419
Board members and other officers (18)
- vice presidentShuang Zhang Feb 14, 2023 to Feb 14, 202320
- Vice PresidentHongxiang Yu Feb 17, 2023 to Feb 17, 202321
- Board memberShuaiheng Zhang Feb 14, 2024 to Feb 14, 202422
- Board memberShuang Zhang Feb 14, 2023 to Feb 14, 202320
- Board memberHongxiang Yu Feb 17, 2023 to Feb 17, 202321
- Board memberQihai Wang Feb 9, 2021 to Feb 9, 202123
- Board memberYajing Li Feb 9, 2021 to Feb 9, 202124
- Board memberYimin Jin Dec 4, 2019 to Feb 9, 202112
- Board memberChenchen Zhang Feb 13, 2018 to Feb 13, 201825
- Board memberHui Zhu Feb 13, 2018 to Feb 13, 201826
- Board memberWenting Zou Feb 13, 2018 to Feb 13, 201827
- Board memberXiaonian Zhang Feb 13, 2018 to Feb 13, 201815
- Board memberYaqing Hu Feb 13, 2018 to Feb 13, 201828
- Board memberQi Zhang Jan 20, 2016 to Oct 12, 201729
- Board memberArthur B. Drogue Jul 28, 2016 to Jul 28, 201630
- Board memberDongliang Qu Jul 23, 2015 to Jul 23, 201531
- Board memberKurt Jetta Jul 23, 2015 to Jul 23, 201532
- Board memberPeter Nathanial Jul 23, 2015 to Oct 13, 201716
Named in SEC Form D filings
People the company listed in its private-offering notices.
Former names
Timeline
- Jul 31, 20268-K Other events35
- Jun 29, 20268-K Bylaws or fiscal year changed; Regulation FD disclosure36
- Jun 24, 20268-K Entered a material agreement; Regulation FD disclosure; Other events37
- May 6, 20268-K Regulation FD disclosure38
- Apr 29, 20268-K Entered a material agreement; Regulation FD disclosure39
- Apr 3, 20268-K Shareholder vote40
- Feb 18, 20268-K Regulation FD disclosure41
- Jan 29, 20268-K Change of auditor42
- Jan 7, 20268-K Shareholder vote43
- Dec 23, 20258-K Other events44
- Oct 29, 20258-K Entered a material agreement; Unregistered sale of shares; Regulation FD disclosure45
- Oct 2, 20258-K Completed an acquisition or sale; Unregistered sale of shares46
- Dec 4, 2019New chief executive Yimin Jin becomes CEO12
- Mar 28, 2018Founded GD Culture Group Ltd is founded2
- Feb 26, 2018New chief executive Chuanliu Ni becomes CEO13
Calendar
Coming up
- Nov 2, 2026Reports results for the quarter ending Sep/202647
Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar
Filings
190 filings to the SEC since October 2021: 7 annual reports, 17 quarterly reports, 95 major events, 10 insider forms, 7 large holders, 3 private raises, 51 other. The latest 20:
- Aug 14, 202610-Q QUARTERLY REPORT EDGAR
- Jul 31, 20268-K CURRENT REPORT EDGAR
- Jun 29, 20263 PRIMARY DOCUMENT EDGAR
- Jun 29, 20264 PRIMARY DOCUMENT EDGAR
- Jun 29, 20268-K CURRENT REPORT EDGAR
- Jun 24, 2026SCHEDULE 13G/A EDGAR
- Jun 24, 20268-K CURRENT REPORT EDGAR
- Jun 24, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
- Jun 23, 2026SCHEDULE 13G/A EDGAR
- May 22, 2026SCHEDULE 13G EDGAR
- May 6, 20268-K CURRENT REPORT EDGAR
- May 5, 2026SCHEDULE 13D EDGAR
- Apr 29, 20268-K CURRENT REPORT EDGAR
- Apr 29, 2026424B5 PROSPECTUS SUPPLEMENT EDGAR
- Apr 10, 202610-Q QUARTERLY REPORT EDGAR
- Apr 3, 20268-K CURRENT REPORT EDGAR
- Mar 27, 202610-K ANNUAL REPORT EDGAR
- Mar 18, 2026EFFECT EDGAR
- Mar 18, 2026DEF 14A PROXY STATEMENT EDGAR
- Mar 16, 2026CORRESP EDGAR
The 190 filings since October 2021 can be filtered by form type and year here when JavaScript is on.
Every filing from the last five years, summarized. The full record is on SEC EDGAR.
Insider trades
3 open-market trades by officers, directors and large owners since October 2021: 1 buys and 2 sales. Grants, option exercises and gifts are left out.
| Date | Who | Trade | Shares | Price | Value | Filing |
|---|---|---|---|---|---|---|
| Jun 26, 2026 | HRT FINANCIAL LP10% owner | Sale | 3,135,097 | $0.01 | $31.4K | Form 4 |
| Jun 25, 2026 | HRT FINANCIAL LP10% owner | Sale | 604,011 | $0.01 | $6.0K | Form 4 |
| Jun 24, 2026 | HRT FINANCIAL LP10% owner | Buy | 6,110,481 | $0.02 | $122.2K | Form 4 |
From Forms 4 filed with the SEC.
Major holders
Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.
- Thomas John CorleySCHEDULE 13G/A, 3 filings May 22, 2026 to Jun 24, 202648
- Wealthy Concord LtdSCHEDULE 13D, 1 filing May 5, 202649
- Wei XuSC 13D/A, 1 filing Mar 16, 202350
- Hongxiang YuSC 13D, 1 filing Feb 17, 202351
- CVI Investments, Inc.SC 13G/A, 1 filing Feb 14, 202252
Executive pay
What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.
| Year | Executive | Age | Salary | Total pay |
|---|---|---|---|---|
| 2024 | Xiao Jian Wang | 37 | $50.0K53 | |
| 2024 | Zihao Zhao | 31 | $30.0K53 | |
| 2023 | CEOPresident, Chairman of the Board, and Director (since April 21, 2023) | $34.7K | $100.0K53 | |
| 2023 | CFO (since April 212023) | $20.8K53 |
Money raised
Private offerings the company reported to the SEC on Form D.
Held by these funds
The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026. Change is in shares since the quarter before.
| Fund | Shares | Value | Share of the fund | Change |
|---|---|---|---|---|
| New York State Common Retirement Fund | 20,100 | $41.2K | 0.0% | New |
| E6 Portfolios, LLC | 10,154 | $20.8K | 0.0% | New |
| UBS Group AG | 3,358 | $6.9K | 0.0% | New |
| BlackRock, Inc. | 3,318 | $6.8K | 0.0% | New |
| Vanguard Portfolio Management LLC | 1,304 | $2.7K | 0.0% | New |
| Morgan Stanley | 924 | $1.9K | 0.0% | New |
| Barclays PLC | 714 | $1.5K | 0.0% | New |
| Tower Research Capital LLC (TRC) | 300 | $615 | 0.0% | New |
| Wells Fargo & Company/mn | 187 | $383 | 0.0% | New |
| Bnp Paribas Financial Markets | 152 | $312 | 0.0% | New |
| Vanguard Fiduciary Trust Co | 117 | $240 | 0.0% | New |
| Jpmorgan Chase & Co | 96 | $239 | 0.0% | New |
| Citigroup Inc | 107 | $220 | 0.0% | New |
| Rhumbline Advisers | 23 | $47 | 0.0% | New |
| Osaic Holdings, Inc. | 20 | $41 | 0.0% | New |
| MIRAE ASSET GLOBAL ETFS HOLDINGS Ltd. | 0 | $1 | 0.0% | New |
| Royal Bank Of Canada | 45 | $0 | 0.0% | New |
13F reports cover disclosed long positions in U.S. stocks only.
SEC filer profile
How GD Culture Group Ltd is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.
- Name on EDGARGD Culture Group Ltd1
- CIK0001641398
- Employer ID (EIN)47-37090514
- Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company4
- Incorporated inNevada4
- Fiscal year endsDecember 311
- Industry code (SIC)5050 Wholesale-Metals & Minerals (No Petroleum)1
- SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
- Business address111 Town Square Place, Suite #1203, Jersey City, NJ 073101
- Phone1-347-259-02921
- Shares outstanding4,162,500 as of Aug 14, 202610
- Public float$63.2M as of Jun 30, 20254
- AuditorHTL International, LLC, Houston, Texas PCAOB ID 7000; no auditor attestation of internal control over financial reporting4
- On EDGAR sinceMay 7, 20151
- Filings419 in all: 8-K (169), 10-Q (34), 3 (28), CORRESP (21), UPLOAD (17), 4 (16), DEF 14A (16), 10-K (11)1
All 45 form types
424B5 (9), PRE 14A (8), 8-K/A (7), EFFECT (7), SC 13D (6), SC 13D/A (6), S-3 (5), D (4), DEF 14C (4), NT 10-Q (4), PRE 14C (4), PRER14A (4), S-1/A (4), 10-K/A (3), 10-Q/A (3), DEFA14A (3), S-3/A (3), 25-NSE (2), S-1 (2), SCHEDULE 13G/A (2), 3/A (1), 4/A (1), 424B3 (1), 424B4 (1), 8-A12B (1), CERTNAS (1), DEFM14A (1), DEFR14A (1), DEFR14C (1), DRS (1), NT 10-K (1), PREM14A (1), S-8 (1), SC 13G (1), SC 13G/A (1), SCHEDULE 13D (1), SCHEDULE 13G (1)
- Latest filingsAnnual report (10-K) Mar 27, 2026
Quarterly report (10-Q) Aug 14, 2026
Proxy statement (DEF 14A) Mar 18, 2026
Latest 8-K (8-K) Jul 31, 2026
Securities registered for trading
| Class | Symbol | Exchange |
|---|---|---|
| Common Stock, par value $0.0001 per share | GDC | Nasdaq |
From the cover page of the 10-K filed Mar 27, 2026 (Section 12(b) of the Exchange Act).4
Risk factors and legal proceedings
The risks GD Culture Group Ltd names in Item 1A of its 10-K filed Mar 27, 2026: 45 risks under these headings, as written.4
- Risks Related to Our Corporate Structure
- We may rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our common stock.
- Risks Related to Doing Business in China
- PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries.
- Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations.
- Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders.
- We must comply with the Foreign Corrupt Practices Act and Chinese anti-corruption laws.
- Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China could limit the legal protection available to you and us.
- Our business may be materially and adversely affected if our PRC subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding.
- Given the PRC government’s role in regulating industrial development, the evolving regulatory framework could result in a material change in the operations of Shanghai Xianzhui and/or the value of our common stock.
- The Chinese government exerts substantial influence over the manner in which we must conduct our business activities. We are currently not required to obtain approval from Chinese authorities to list on U.S exchanges, however, if Shanghai Xianzhui or GDC were required to obtain approval in the future and were denied permission from Chinese authorities to list on U.S. exchanges, we will not be able to continue listing on U.S. exchange and the value of our common stock may significantly decline or become worthless, which would materially affect the interest of the investors.
- Fluctuations in exchange rates could adversely affect our business and the value of our securities.
The other 35 risks
- Increases in labor costs in the PRC may adversely affect our business and results of operations.
- PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law.
- Shanghai Xianzhui may become subject to a variety of laws and regulations in the PRC regarding privacy, data security, cybersecurity, and data protection. Shanghai Xianzhui may be required to suspend its business, be liable for improper use or appropriation of personal information provided by our customers and face other penalties.
- The CSRC has released the Trial Measures. With such rules in effect, the PRC regulatory authorities may enhance supervision and administration over offerings that are conducted overseas and foreign investment in China-based issuers, which could significantly limit or completely hinder our ability to continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.
- If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, listing and future offerings and our reputation and could result in a loss of your investment in our common stock, especially if such matter cannot be addressed and resolved favorably.
- The recent joint statement by the SEC and PCAOB, proposed rule changes submitted by Nasdaq, and the HFCAA all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our offering.
- The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
- If Shanghai Xianzhui fails to maintain the requisite licenses and approvals required under PRC law, our business, financial condition and results of operations may be materially and adversely affected.
- If the PRC government chooses to exert more oversight and control over offerings that are conducted overseas and/or foreign investment in China based issuers, such action may significantly limit or completely hinder our ability to offer or continue to offer ordinary shares to investors and cause the value of our ordinary shares to significantly decline or be worthless.
- The unwinding and disposal of our previous VIE structure may not be liability-free and we may be deemed to be in violation of PRC laws regulating our industry and operations.
- Risks Related to Our Business and Industry
- If we are unable to continuously entice TikTok users to participate in our live streaming channels and increase their spending on our platforms, including e-commerce, it could have significant consequences on our business and operational results.
- The success of our business relies on the brand recognition of our subsidiary, AI Catalysis. Failing to maintain and improve this recognition could have consequences for our business prospects.
- If we are unable to effectively implement our growth strategies, it could have a negative impact on our profitability and significantly harm our business and operational results.
- Competition in our business segments poses a significant threat, and if we are unable to compete effectively, we risk losing our market share or failing to gain additional market share, which could adversely affect our profitability.
- We have engaged in collaborations with business partners, and we may pursue further collaborations and strategic partnerships in the future. However, there is no guarantee that we will realize the benefits of these collaborations or that they will be successful.
- Our significant Bitcoin holdings expose us to price volatility and regulatory uncertainty, which could materially and adversely affect our financial condition.
- We have not generated operating revenues and our ability to continue as a going concern depends on our ability to raise capital and generate future revenues.
- We may encounter infringement claims by third parties for information on or linked to our platforms, which could disrupt our normal business operations, manage our reputation and cause us to incur substantial legal costs.
- Our reputation and operations may be adversely impacted by employee misconduct.
- We do not have insurance coverage.
- We may be unable to gain any significant market acceptance for our products and services or be unable to establish a significant market presence.
- There is risk of e-commerce fraud, and if that occurs, it could have a negative impact on our profitability and significantly harm our business and operational results.
- Given our significant reliance on the TikTok platform for various business functions, including inventory management, client services, and live streaming channels for both of our e-commerce and, any downtime experienced by TikTok could significantly impact our operations.
- AI technologies are constantly evolving. Any flaws or inappropriate usage of AI Technologies could have negative impact on our business and reputation.
- Our financial and operating performance may be adversely affected by general economic conditions, natural catastrophic events, epidemics, and public health crises that impact the virtual content production industry.
- As a “smaller reporting company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our common stock less attractive to investors.
- Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which we rely could damage our reputation and adversely affect our business and financial results.
- Risks Related to Our Securities
- We have previously failed to comply with Nasdaq continued listing requirements and may face delisting if we are unable to maintain continued compliance.
- The price of our common stock could be subject to rapid and substantial volatility. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our common stock. Volatility in our common stock price may subject us to securities litigation.
- We will need additional capital in the future. If additional capital is not available, we may not be able to continue to operate our business pursuant to our business plan or we may have to discontinue our operations entirely. Raising additional capital by issuing shares may cause dilution to existing shareholders.
- Future sales of our common stock could reduce the market price of the common stock.
- We do not know whether a market for the common stock will be sustained or what the trading price of the common stock will be and as a result it may be difficult for you to sell your shares.
- We have no plans to pay dividends on our shares, and you may not receive funds without selling the shares.
- A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to additional price volatility.
- In the event that our common stocks are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our common stocks because they may be considered penny stocks and thus be subject to the penny stock rules.
Legal proceedings
To the knowledge of our management, there is no litigation currently pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.
The opening of Item 3, Legal Proceedings.4
Sources
The numbers on this page point here. Each one links to the record it came from.
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- 12SEC EDGARYimin Jin, Chief executive officer
- 13SEC EDGARChuanliu Ni, Chief executive officer
- 14SEC EDGARQi Zhang, Chair
- 15SEC EDGARXiaonian Zhang, President
- 16SEC EDGARPeter Nathanial, President
- 17SEC EDGARZihao Zhao, Chief financial officer
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- 19SEC EDGARLu Cai, Chief operating officer
- 20SEC EDGARShuang Zhang, vice president
- 21SEC EDGARHongxiang Yu, Vice President
- 22SEC EDGARShuaiheng Zhang, Board member
- 23SEC EDGARQihai Wang, Board member
- 24SEC EDGARYajing Li, Board member
- 25SEC EDGARChenchen Zhang, Board member
- 26SEC EDGARHui Zhu, Board member
- 27SEC EDGARWenting Zou, Board member
- 28SEC EDGARYaqing Hu, Board member
- 29SEC EDGARQi Zhang, Board member
- 30SEC EDGARArthur B. Drogue, Board member
- 31SEC EDGARDongliang Qu, Board member
- 32SEC EDGARKurt Jetta, Board member
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- 35SEC EDGAROther events
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- 38SEC EDGARRegulation FD disclosure
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- 40SEC EDGARShareholder vote
- 41SEC EDGARRegulation FD disclosure
- 42SEC EDGARChange of auditor
- 43SEC EDGARShareholder vote
- 44SEC EDGAROther events
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- 47NasdaqNasdaq calendar
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