UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D.C. 20549

~~Form~~FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~Securities~~Date ~~Exchange Act~~of report (Date of ~~1934~~earliest event reported): February 10, 2025

Date of report (Date of earliest event reported): December 20, 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

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.~~13©~~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 5 1.~~07 Submission~~01 ofEntry ~~Matters~~Into to a ~~Vote~~Material ofDefinitive ~~Security Holders.~~ Agreement

On ~~December~~ ~~20,~~February ~~2024~~10, 2025, GD Culture Group Limited . (the “Company”) ~~held~~entered ~~its~~into ~~2024~~an ~~annual~~At-The-Market ~~meeting~~Issuance ofSales ~~stockholders~~Agreement (the “Sales Agreement”) with Univest Securities, LLC (the “~~Annual~~Sales ~~Meeting~~Agent”) atunder ~~22F~~which -the ~~810~~Company ~~Seventh~~may ~~Avenue~~issue and sell from time to time, ~~New~~shares ~~York~~of its common stock, NYpar ~~10019~~value $0.0001 ~~The~~per ~~number~~share of(the ~~shares~~“Shares”), having an aggregate offering price of ~~common~~not ~~stock~~more ~~present~~than $10,000,000 through the Sales Agent or any of its sub-agent(s) or other designees, acting as sales agent. Prior ~~represented~~to byany ~~valid~~sales ~~proxy~~under atthe Sales Agreement, the ~~Annual~~Company ~~Meeting~~will ~~was~~deliver ~~5,412,037~~a ~~shares~~“Transaction ofNotice” to the ~~common~~Sales ~~stock,~~Agent ~~representing~~that ~~approximately~~will ~~49%~~set the parameters for such sale of Shares, including the 11number of Shares to be issued,~~167,294~~ the time period during which sales are requested to be ~~shares~~made, any limitation on the number of ~~common~~Shares ~~stock~~that ~~issued~~may be sold in any one trading day and ~~outstanding~~any asminimum price below which sales may not be made. The offer and sale of the ~~record~~Shares, ~~date~~if ofany, ~~November~~will 18be made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333- 279141), which was initially filed with the United States Securities and Exchange Commission (the “Commission”) on May 6, 2024, and ~~therefore~~was ~~constituting~~declared aeffective, ~~quorum.~~as Atamended, by the ~~Annual~~ ~~Meeting~~Commission on August 20, 2024 and as supplemented by the ~~following~~prospectus ~~proposals~~supplement to ~~were~~be ~~voted~~filed ~~on:~~with the Commission relating to the Shares which may be issued from time to time pursuant to the Sales Agreement.

1Subject to the terms and conditions of the Sales Agreement, the Sales Agent may sell the Shares, if any, only by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the United States Securities Act of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly through the Nasdaq Capital Market or any other trading market on which the Company’s common stock is listed or quoted or to or through a market maker. In addition, subject to the ~~Election~~terms and conditions of the ~~following~~Sales ~~persons~~Agreement, with the Company’s prior written consent, the Sales Agent may also sell Shares by any other method permitted by law, or as ~~Directors~~may be required by the rules and regulations of the Nasdaq Stock Market, LLC or such other trading market on which the Company’s common stock is listed or quoted, including, but not limited to, in negotiated transactions. The Sales Agent will use commercially reasonable efforts consistent with its normal trading and sales practices to sell the Shares in accordance with the terms of the Sales Agreement and any applicable Transaction Notice. The Company cannot provide any assurances that the Sales Agent will sell any Shares pursuant to the Sales Agreement.

	FOR		WITHHOLD		Broker Non-Vote
Xiao Jian Wang		3,654,238		3,966		1,753,833
Zihao Zhao		3,654,238		3,966		1,753,833
Lei Zhang		3,654,188		4,016		1,753,833
Yun Zhong		3,654,198		4,006		1,753,833
Shuaiheng Zhang		3,654,198		4,006		1,753,833

The Company made certain customary representations, warranties and covenants concerning the Company and the offering of the Shares. Pursuant to the terms of the Sales Agreement, the Company also provided the Sales Agent with customary indemnification rights, including indemnification against certain liabilities under the Securities Act. The Company will pay the Sales Agent a commission in cash equal to 3.5% of the gross proceeds from the sale of the Shares under the Sales Agreement, if any. In addition, the Company has agreed to reimburse the Sales Agent for all reasonable travel and other accountable expenses, including the documented fees and costs of its legal counsel reasonably incurred in connection with entering into the transactions contemplated by the Sales Agreement in an amount not to exceed $125,000. Additionally, pursuant to the terms of the Sales Agreement, the Company agreed to reimburse the Sales Agent for the documented fees and costs of its legal counsel reasonably incurred in connection with Sales Agent’s ongoing diligence requirements arising from the transactions contemplated by the Sales Agreement in an amount not to exceed $5,000 in the aggregate per calendar quarter. The offering of Shares will terminate upon the earlier of the sale of the Shares under the Sales Agreement having an aggregate offering price of $10,000,000 or the termination of the Sales Agreement as permitted therein. The Sales Agreement may be terminated by the Company at any time upon three (3) days’ prior written notice to the Sales Agent. The Sales Agent may terminate the Sales Agreement at any time by providing written notice to the Company. The Company and the Sales Agent may also terminate the Sales Agreement by mutual agreement.

~~Accordingly, Xiao~~The ~~Jian~~foregoing ~~Wang,~~summary of ~~Zihao~~the ~~Zhao,~~Sales ~~Lei~~Agreement ~~Zhang,~~is ~~Yun~~not ~~Zhong,~~complete and ~~Shuaiheng~~is ~~Zhang~~qualified ~~has~~in ~~been~~the ~~elected~~entirety asby ~~Directors~~reference to the complete text of the ~~Company~~Sales Agreement, which is filed as Exhibit 10.1 to this report on Form 6-K and is incorporated by reference herein.

2.The ~~Ratification~~Shares ofwill ~~HTL~~be ~~International,~~issued ~~LLC~~pursuant to ~~serve~~the asCompany’s Registration Statement, the ~~independent~~base ~~registered~~prospectus ~~public~~filed ~~accounting~~as ~~firm~~part of the ~~Company~~Registration ~~for~~Statement and the ~~fiscal~~at-the-market ~~year~~offering agreement prospectus filed as part of the Registration Statement. This Current Report shall not constitute ~~ending~~an ~~December~~offer 31to sell or the solicitation of an offer to buy nor shall there be any sale of the Shares in any state in which such offer, ~~2024~~solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

FOR		AGAINST		ABSTAIN
5,385,803		22,427		3,807

~~Accordingly,~~The Company cautions ~~HTL~~you ~~International,~~that ~~LLC~~statements ~~has~~included ~~been~~in ~~ratified~~this report that are not a description of historical facts are forward-looking statements. These forward-looking statements include statements regarding the ability to ~~serve~~sell Shares and raise additional funds pursuant to the Sales Agreement. The inclusion of forward-looking statements should not be regarded as a representation by the ~~independent~~Company ~~registered~~that ~~public~~any ~~accounting~~of ~~firm~~these results will be achieved. Actual results may differ from those set forth in this report due to the risks and uncertainties associated with market conditions and the satisfaction of pre-sale conditions under the Sales Agreement, as well as risks and uncertainties inherent in the Company’s ~~for~~business, including those described in the ~~fiscal~~Company’s ~~year~~periodic filings with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, ~~ending~~which ~~December~~speak 31only as of the date hereof, ~~2024~~and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement. This cautionary statement is made under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995.

3.The information contained in this Report on Form ~~Approval~~6-K of the Company, are hereby incorporated by ~~non~~reference into the Company’s Registration Statement on Form F-~~binding~~3 ~~advisory~~(File ~~vote,~~No. of333-267893) and ~~the~~Registration ~~resolution~~Statement ~~approving~~on ~~named~~Form ~~executive~~S-8 ~~officer~~(File ~~compensation~~No. 333-264089).

FOR		AGAINST		ABSTAIN		Broker Non-Vote
3,633,423		12,060		12,721		1,753,833

Accordingly, the resolution approving named executive officer compensation has been approved by non-binding advisory vote.

4. Approval, by non-advisory vote, of the frequency of future non-binding advisory votes on resolutions approving future named executive officer compensation.

3 YEARS		2 YEARS		1 YEAR		ABSTAIN		Broker Non-Vote
3,630,413		1,610		11,800		14,381		1,753,833

Accordingly, a three-year frequency has been approved for future non-binding advisory votes on resolutions approving future named executive officer compensation.

5. Authorization to adjourn the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

FOR		AGAINST		ABSTAIN
5,342,540		67,192		2,305

Accordingly, adjournment of the Annual Meeting has been authorized if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Index

Exhibit No.		Description
5.1		Opinion of Ortoli Rosenstadt LLP
10.1		At-the-Market Issuance Sales Agreement, dated February 10, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC
99.1		Press Release - GD Culture Group Limited Announces At-The-Market Equity Offering Program, dated February 10, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL Document)

Exhibit No.		Description
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~~ hereunto duly authorized.

Date: December 26, 2024	GD Culture Group Limited
	GD Culture Group Limited
	By:	/s/ Xiao Jian Wang
Date: February 10, 2025	By:	/s/ Xiao Jian wang
	Name:	Xiao Jian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board of Directors

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