(Name, Address and Telephone
Number of Person Authorized to Receive Notices and Communications)
If the filing person
has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box ☐
The information required
on the remainder of this cover page shall not be deemed to be ‘filed’ for the purpose of Section 18 of the Securities Exchange
Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions
of the Act (however see the Notes).
CUSIP Number: 19200A 204
| 1 |
NAME OF REPORTING PERSON |
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|
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Wei Xu |
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
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(a) ☐ |
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(b) ☐ |
| 3 |
SEC USE ONLY |
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|
| 4 |
SOURCE OF FUNDS |
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|
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PF |
| 5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ☐ |
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|
| 6 |
CITIZENSHIP OR PLACE OF ORGANIZATION |
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China |
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7 |
SOLE VOTING POWER |
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294,007 |
| NUMBER OF |
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| SHARES |
8 |
SHARED VOTING POWER |
| BENEFICIALLY |
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| OWNED BY |
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0 |
| EACH |
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|
| REPORTING |
9 |
SOLE DISPOSITIVE POWER |
| PERSON WITH |
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|
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294,007 |
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|
|
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10 |
SHARED DISPOSITIVE POWER |
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|
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|
0 |
| 11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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|
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294,007 |
| 12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW(11) EXCLUDES CERTAIN SHARES ☐ |
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|
| 13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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|
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17.18% (1) |
| 14 |
TYPE OF REPORTING PERSON |
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|
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IN |
| (1) |
Percentage is calculated on the basis of 1,711,544 shares of common stock outstanding as of March 9, 2023. |
| Item 1. |
Security and Issuer. |
This Amendment No.1
to Schedule 13D relates to the common stock, par value $0.0001 per share of GD Culture Group Limited, a Nevada corporation having an
address for notice and delivery located at c/o GD Culture Group Limited, Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road, Wan
Chai, Hong Kong.
| Item 2. |
Identity and Background. |
This Amendment No.1 to Schedule 13D is filed by
Wei Xu. The principal occupation of Wei Xu is businessman.
The contact address
of the Reporting Person is at c/o GD Culture Group Limited, Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road, Wan
Chai, Hong Kong.
The Reporting Person has not, during the last
five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
The Reporting Person has not, during the last
five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or state securities laws or finding any violation with respect to such laws.
The Reporting Person Xu is a citizen of
People’s Republic of China (PRC).
| Item 3. |
Source and Amount of Funds and Other Consideration. |
The numbers of shares
in this section have been adjusted to give effect to the one-to-thirty reverse stock split which became effective on November 9, 2022.
On August 11, 2020, GD
Culture Group Limited (the “Company”) issued 6,173 shares of common stock of the Company to Wei Xu pursuant to a securities
purchase agreement dated May 1, 2020 by and between the Company and Wei Xu.
On June 21, 2022,
the Company issued 256,000 shares of common stock of the Company to the Reporting Person pursuant to a share purchase agreement
dated April 14, 2022 by and among the Company, Shanghai Yuanma Food and Beverage Management Co., Ltd., a PRC company, and all the
shareholders of Yuanma Food and Beverage Management Co., Ltd. (including the Reporting Person).
On
March 9, 2023, the company cancelled 93,333 shares of common stock that were issued to the Reporting Person on January 24, 2020. The
cancellation was pursuant to a termination agreement dated September 28, 2022 by and among Makesi IoT Technology (Shanghai) Co.,
Ltd. (an indirect subsidiary of the Company), Sichuan Wuge Network Games Co., Ltd. and shareholders of Sichuan Wuge Network Games
Co., Ltd. (including the Reporting Person).
| Item 4. |
Purpose of Transaction. |
The purpose of the August
2020 transaction is for investment only.
The purpose of the June
2022 issuance is as consideration for entering into and causing Yuanma Food and Beverage Management Co., Ltd. to enter into certain contractual
agreements with Makesi IoT Technology (Shanghai) Co., Ltd.
The purpose of the March
2023 cancellation is as consideration for terminating certain agreements by and among Makesi IoT
Technology (Shanghai) Co., Ltd., Sichuan Wuge Network Games Co., Ltd. and shareholders of Sichuan Wuge Network Games Co., Ltd.
Except as provided herein,
the Reporting Person does not have any current plans or proposals that would be related to or would result in any of the matters described
in Items (a) through (j) of Item 4 of Schedule 13D; provided, however, that as part of his ongoing evaluation of his investment in the
Issuer and investment alternatives, the Reporting Person may consider such matters in the future and, subject to applicable law or other
restrictions, may formulate other purposes, plans or proposals regarding the Issuer or the common stock that may be deemed to be beneficially
owned by the Reporting Person, or take any other actions that could involve one or more of the types of transactions or have one or more
of the results described in clauses (a) through (j) of Item 4 of Schedule 13D.
| Item 5. |
Interest in Securities of the Company. |
(a) The aggregate number and percentage of shares
of the Issuer’s common stock to which this Amendment No.1 to Schedule 13D relates is 294,007 shares of common stock held by the
Reporting Person constituting 17.18% of the Issuer’s outstanding common stock.
(b) The Reporting Person holds sole power to dispose
of the Shares.
(c) Other than the transaction described herein
there has been no other transactions concerning the common stock of the Issuer effected during the past sixty (60) days.
(d) No other person is known to the Reporting
Person to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, such securities.
(e) Not applicable.
| Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Company. |
The information set forth
in Item 4 of this Amendment No.1 to Schedule 13D is hereby incorporated by reference into this Item 6, as applicable.
Other than the foregoing
agreements and arrangements, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the Reporting
Person and any other person with respect to any securities of the Issuer, including, but not limited to transfer or voting of any of the
securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits
or loss, or the giving or withholding of proxies.
| Item 7. |
Material to be Filed as Exhibits. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement
is true, complete and correct.
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Date: March 16, 2023 |
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By: |
/s/ Wei Xu |
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Wei Xu |
5