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): February 27, 2024

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)

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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© under the Exchange Act (17 CFR 240.13©(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 5.07 Submission of Matters to a Vote of Security Holders.

On February 27, 2024, GD Culture Group Limited (the “Company”) convened its special meeting of stockholders (the “Special Meeting”). There were 1,032,757 shares of common stock present or represented by proxy at the Special Meeting, which did not constitute a quorum under the Company’s bylaws.

At the Special Meeting, pursuant to Section 2.6 of the Company’s bylaws, a majority of the stockholders present at the Special Meeting, represented by proxy or in person, voted to adjourn the Special Meeting until March 26, 2024 in order to seek a quorum.

Stockholders will be able to attend the adjourned Special Meeting when it is reconvened on March 26, 2024 at 810 Seventh Avenue, 22nd Floor, New York, NY 10019 at 1:00 p.m. local time. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked in accordance with the procedures described in the Company’s proxy statement.

The close of business on January 11, 2024 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Special Meeting.

A copy of the press release announcing the adjournment of the Special Meeting is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

Exhibit No.		Description
99.1		Press Release - GD Culture Group Announces Adjournment of Special Meeting of Stockholders until March 26, 2024, dated February 27, 2024
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, thereunto duly authorized.

Date: February 27, 2024	GD Culture Group Limited

	By:	/s/ Xiao Jian Wang
	Name:	Xiao Jian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

Exhibit 99.1

GD Culture Group Announces Adjournment of Special Meeting of Stockholders until March 26, 2024

NEW YORK, Feb. 27, 2024 (GLOBE NEWSWIRE) -- -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”), today announced it adjourned the Special Meeting of Stockholders (the “Meeting”) held on February 27, 2024. The Meeting will reconvene on March 26, 2024 at 1:00 p.m., Eastern Time at the principal office of the Company located at 810 Seventh Avenue, 22^nd Floor, New York, NY 10019.

The Company has determined to adjourn the Meeting because the number of shares of common stock present or represented by proxy at the Meeting did not constitute a quorum under the Company’s bylaws.

The close of business on January 11, 2024 (the “Record Date”) will continue to be the record date for the determination of stockholders of the Company entitled to attend and vote at the Meeting. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Meeting will be voted at the adjourned Meeting unless properly revoked in accordance with the procedures described in the Company’s proxy statement.

The Company has filed its annual report on Form 10-K, including its audited financial statements, for the fiscal year ended December 31, 2022, with the U.S. Securities and Exchange Commission (the "SEC"). The Company's Form 10-K can be accessed on its website at https://www.gdculturegroup.com/, as well as on the SEC's website.

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

Cover	Feb. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 27, 2024
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	22F - 810 Seventh Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	+1-347
Local Phone Number	2590292
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