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    GD Culture Group Limited filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits

    3/14/25 4:15:22 PM ET
    $GDC
    Steel/Iron Ore
    Industrials
    Get the next $GDC alert in real time by email
    false 0001641398 0001641398 2025-03-13 2025-03-13 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    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): March 13, 2025

     

    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 March 13, 2025, GD Culture Group Limited (the “Company”) issued a press release entitled “GD Culture Group Limited Announces Closing of Private Placement”. 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 Announces Closing of Private Placement
    104   Cover Page Interactive Data File (embedded within the Inline XBRL Document)

     

    1

     

     

    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: March 14, 2025 By: /s/ Xiaojian Wang
      Name:  Xiaojian Wang
      Title: Chief Executive Officer, President and
    Chairman of the Board of Directors

     

     

    2

     

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