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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): November 29, 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.) |
22F - 810 Seventh Avenue,
New York, NY 10019
(Address
of Principal Executive Offices) (Zip code)
+1-347-
2590292
(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) |
| ☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ |
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
November 29, 2023, GD Culture Group Limited (the “Company”) issued a press release entitled “From Digital Avatars to
AI Agents: GD Culture Group to Expand Its AI Frontier with GPT-4-Powered AI Agent.” A copy of the press release is furnished herewith
as Exhibit 99.1.
On
December 1, 2023, the Company issued a press release entitled “GD Culture Group’s Portfolio Company DigiTrax Unveils New
AI Music Training Model License for Publishers, Composers, Producers, and Beatmakers.” A copy of the press release is furnished
herewith as Exhibit 99.2.
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.
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:
December 1, 2023 |
By: |
/s/
Xiaojian Wang |
| |
Name: |
Xiaojian
Wang |
| |
Title: |
Chief
Executive Officer, President and
Chairman of the Board |
Exhibit 99.1
From Digital Avatars to AI Agents: GD Culture
Group to Expand Its AI Frontier with GPT-4-Powered AI Agent
NEW YORK, Nov. 29, 2023 (GLOBE NEWSWIRE) -- GD
Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business
through its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced its pioneering plan to enhance its digital avatar
offerings with OpenAI’s GPT-4, transforming them into advanced AI agents capable of goal-oriented tasks and interactive communication.
By harnessing the power of OpenAI GPT-4, the AI
agents will provide users with highly interactive and personalized experiences. Evolved from the Company’s existing digital avatars,
these AI agents will transcend visually appealing entities to become highly functional and customized AI-powered assistants, each possessing
a unique character. Thirty digital avatars will undergo training on the GPT-4 model, equipping them with the cognitive capability to interact
in real time, delivering intelligent, contextually relevant, and emotionally resonant responses. The animations and voices of the AI agents
will seamlessly synchronize with the language output, creating a lifelike and immersive interaction.
Mr. Xiaojian Wang, Chairman and Chief Executive
Officer of the Company, commented, “We’re delighted to announce our strategic plan to elevate our digital avatars into AI
agents. Leveraging GPT-4’s capabilities, our product will not only entertain but also provide incredible resourcefulness. Digital
avatars have been highly successful as our AI-driven offering on TikTok and integrating them with the latest AI technology will propel
their intelligence and interactivity to the next level. The upgraded product will cater to diverse markets, including social media, virtual
assistance, education, and brand representation. This move demonstrates our ongoing commitment to innovation and our capacity to lead
the industry amid changing dynamics. Moving forward, we will continue exploring the frontiers of AI technology to strengthen our market
competitiveness. We believe that upgrading our offerings will enhance our market presence and create greater value for our shareholders.
About GD Culture Group Limited
GD Culture Group Limited (the “Company”)
(Nasdaq: GDC), is a Nevada holding company currently conducting business through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”).
The company plans to enter into the livestreaming market with focus on e-commerce and livestreaming interactive games through its wholly
owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven
digital human technology, live-streaming e-commerce business and live streaming interactive game. For more information, please visit the
Company’s website at https://www.gdculturegroup.com/.
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: +1-646-932-7242
Email: investors@ascent-ir.com
Exhibit 99.2
GD Culture Group’s Portfolio Company DigiTrax
Unveils New AI Music Training Model License
for Publishers, Composers, Producers, and Beatmakers
NEW YORK, December 1, 2023 (GLOBE NEWSWIRE) --
GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company conducting business
through its subsidiary AI Catalysis Corp. (“AI Catalysis”), today announced that its portfolio company, DigiTrax Entertainment,
Inc., (“DigiTrax”), a music company at the forefront of transforming the music industry by pioneering the use of artificial
intelligence (AI) solutions, unveiled new AI Music Training Model License offered in its patented AI platform KR38R LAB’s Artist
and Label Services. This license is exclusively available to music publishers, composers, producers, and beatmakers.
The AI Music Training Model License unlocks innovative
AI-driven creative possibilities. Grounded in DigiTrax’s seven patented AI-powered music composition technologies and solid music
theory foundations, KR38R LAB utilizes abstract music theory data extracted from composition analysis to generate music theory data block
templates that encapsulate each composer’s unique style. Once an agreement is signed between DigiTrax and artists, the 'Artist Authorized'
AI Training Template is generated by KR38R LAB under this license. These templates serve as foundational elements for music creation,
allowing new music creators to remix and utilize them in KR38R PRO or other production tools, fostering diverse sonic landscapes. The
authorized templates are accessible for purchase as downloadable content (DLC) through StudioPacks, SoundPacks, and MixPacks via the KR38R
Marketplace.
The AI Training Model License framework aims to
empower artists by enhancing their compatibility with the AI technology. DigiTrax AI technology transcends traditional neural network
approaches to uphold copyright standards, and enable artists to monetize their works. Original composers are entitled to a 50% pro-rata
publishing share in the ownership of the resulting intellectual properties.
Mr. Xiaojian Wang, Chairman and Chief Executive
Officer of the Company expressed, “The launch of KR38R LAB underscores GDC’s ongoing commitment to advancing AI technology
and its practical applications. We recognize that AI plays a major role in shaping the digital future and are dedicated to pioneering
in this evolving field. Our goal is to contribute to the industry by creating solutions that are both innovative and applicable in real-world
scenarios. We strive to make AI technology relevant and beneficial to stakeholders across various industries, while creating value for
our shareholders.”
About GD Culture Group Limited
GD Culture Group Limited (the “Company”)
(Nasdaq: GDC), is a Nevada holding company currently conducting business through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”).
The company plans to enter into the livestreaming market with focus on e-commerce and livestreaming interactive games through its wholly
owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven
digital human technology, live-streaming e-commerce business and live streaming interactive game. For more information, please visit the
Company's website at https://www.gdculturegroup.com/.
About DigiTrax Entertainment, Inc.
DigiTrax Entertainment, Inc. is a music technology
company that uses artificial intelligence to develop new ways of creating and experiencing music. The company has developed a patented
AI process that leverages evolutionary algorithms trained on music theory as the key innovation of the KR38R platform. The platform leverages
AI for new music creation and to help artists and music labels unlock additional value from existing content. DigiTrax Entertainment,
Inc. is currently participating in the NVIDIA Inception and Intel AI Partner Programs. For more information, please visit: https://digitrax.ai/.
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: +1-646-932-7242
Email: investors@ascent-ir.com
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