Welcome to our dedicated page for GD CULTURE GROUP SEC filings (Ticker: GDC), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
The GD Culture Group Limited (GDC) SEC filings page on Stock Titan brings together the company’s regulatory disclosures from the U.S. Securities and Exchange Commission, with AI-powered tools to help interpret key documents. GDC’s common stock is registered on the Nasdaq Capital Market, and its filings provide detail on business activities in AI-driven digital human technology, live-streaming e-commerce, and its crypto asset treasury strategy.
Current reports on Form 8-K document material events such as private placements of common stock, the at-the-market equity offering program, and the share exchange agreement to acquire Pallas Capital Holding Ltd. and its assets, including 7,500 Bitcoin. Other 8-K filings describe Nasdaq listing notifications and subsequent confirmations of compliance with alternative listing standards. These filings give investors insight into how GDC raises capital, structures transactions, and responds to listing requirements.
GDC’s definitive proxy statement on Schedule 14A outlines proposals for its annual meeting of stockholders, including director elections, auditor ratification, a 2025 Equity Incentive Plan, a potential reverse stock split within a specified ratio range, a charter amendment, and approval of certain securities issuances under Nasdaq Listing Rule 5635(d). The proxy materials also explain voting procedures and quorum requirements for holders of GDC common stock.
On Stock Titan, AI-generated summaries can help highlight the main points in lengthy filings such as 8-Ks and proxy statements, clarify the implications of financing agreements, and point to sections relevant to equity issuance, digital asset reserves, and governance changes. Users can review real-time updates as new GDC filings appear on EDGAR and quickly locate information about material agreements, capital structure changes, and shareholder proposals.
GD Culture Group Limited reported the results of its 2026 annual stockholder meeting. A total of 30,606,330 common shares were present in person or by proxy, representing 50.37% of the 60,759,711 shares outstanding as of the March 4, 2026 record date, which constituted a quorum.
Stockholders voted on the election of five directors and additional proposals. Each director nominee received about 30.4 million votes in favor and roughly 0.2 million or fewer votes against, with no broker non-votes reported on these items.
GD Culture Group Limited, a Nevada-based company listed on Nasdaq, is reshaping its business around AI-driven digital content while holding a major crypto asset position. In 2025 it acquired British Virgin Islands entity Pallas Capital Holding Ltd in exchange for 39,189,344 shares; Pallas holds 7,500 units of Bitcoin as a long-term reserve. The company has exited prior China VIE structures and now operates mainly through U.S. subsidiary AI Catalysis Corp., with Shanghai Xianzhui in China currently having no material operations. GDC discontinued its online livestreaming gaming business in January 2025 and is developing an AI-powered interactive reading and narrative entertainment platform, including a pilot iOS app. To fund operations and software acquisitions, it completed several equity financings and private placements, established an at-the-market program and a common stock purchase agreement, and later authorized a share repurchase program of up to $100 million. PRC counsel opines that current Chinese cybersecurity, data, and overseas listing rules do not require additional approvals for GDC, but the report emphasizes that regulatory changes in China could materially affect its Chinese subsidiary, cross-border cash movements, and the value of GDC’s common stock.
GD Culture Group Limited is holding its 2026 annual stockholder meeting on March 30, 2026 at 1:00 p.m. Eastern Time at its Jersey City, New Jersey headquarters. Stockholders will vote on electing five directors, ratifying GGF CPA LTD as auditor, and approving a potential adjournment of the meeting.
The Board recommends voting FOR all director nominees, FOR ratification of GGF for the 2025 and 2026 fiscal years, and FOR the adjournment proposal. Stockholders of record at the close of business on March 4, 2026, when 60,759,711 common shares were outstanding, are entitled to one vote per share.
The company highlights that three of five directors are independent under Nasdaq rules and that all three key Board committees are fully independent. Executive cash compensation remains modest, with the CEO receiving $50,000 and the CFO $30,000 in salary for 2024. Prior auditor HTL billed $180,000 for 2024 and $140,000 for 2023 audit services, while GGF has been selected for audits beginning with 2025.
GD Culture Group Limited is soliciting proxies for its annual meeting of stockholders to be held on March 30, 2026. Stockholders will vote to elect five directors, ratify the appointment of GGF CPA LTD as independent auditors for the years ending December 31, 2025 and December 31, 2026, and authorize adjournment to solicit additional proxies if needed. The record date for voting is March 4, 2026, and the company’s Form 10-K for the year ended December 31, 2025 accompanies the proxy materials.
GD Culture Group Limited announced that its board has approved a share repurchase program authorizing the Company to buy back up to US$100 million of its common stock. The program runs until August 17, 2026 and may be executed through open market or privately negotiated transactions.
Management will decide the timing and size of any repurchases based on factors such as the bitcoin price referenced to the CME CF Bitcoin Reference Rate - New York Variant, the Company’s share price and trading volume, market conditions, working capital needs and general business conditions. The program is discretionary, may be modified, suspended or terminated at any time, and does not obligate the Company to repurchase any specific amount of stock.
GD Culture Group Limited filed a report announcing a change in its independent auditor. The Board of Directors and Audit Committee approved terminating HTL International, LLC and appointing GGF CPA LTD as the company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately.
HTL’s audit reports on the 2023 and 2024 financial statements contained no adverse or disclaimed opinions and were not qualified, other than disclosing uncertainty about the company’s ability to continue as a going concern. The company reports no disagreements or other reportable events with HTL beyond that going concern uncertainty, and HTL has provided a confirming letter to the SEC attached as an exhibit.
GD Culture Group Limited filed a shelf registration statement on Form S-3 to offer and sell up to $500,000,000 of common stock, preferred stock, debt securities, warrants, rights and units from time to time, including $100,000,000 of securities previously registered and still unsold. The Nevada company operates mainly in the United States, focusing on AI-driven digital human creation and customization and live-streaming e-commerce, while also running subsidiaries in China.
Recent moves include private and registered offerings, an equity line of up to $300,000,000, and the acquisition of Pallas Capital Holding Ltd., whose assets include 7,500 Bitcoin. The prospectus highlights significant legal and operational risks tied to PRC regulation, data security rules, capital controls, and the Holding Foreign Companies Accountable Act, as well as structural limits on moving cash out of China and the company’s current intention not to pay dividends.
GD Culture Group Limited reported the results of its 2025 annual stockholder meeting held on December 31, 2025 at its Jersey City headquarters. A total of 47,417,124 shares of common stock were present in person or by proxy, representing approximately 82.72% of the 57,318,111 shares outstanding as of the December 1, 2025 record date, so a quorum was reached.
All director nominees, including Xiao Jian Wang, Zihao Zhao, Lei Zhang, Yun Zhang and Shuaiheng Zhang, received essentially unanimous support, with up to 47,417,124 votes cast for each and de minimis or no votes against or withheld. Additional proposals on the agenda also passed with 47,417,124 votes for and no votes against where reported, indicating strong stockholder support for the board’s recommendations.
GD Culture Group Limited is postponing its 2025 annual meeting of stockholders by two days. The meeting, originally scheduled for December 29, 2025, will now be held on December 31, 2025, at 1:00 p.m. Eastern Time at the company’s principal office at 111 Town Square Place, Suite #1203, Jersey City, NJ 07310.
The change was approved by the board of directors by unanimous written consent on December 23, 2025. The company is making this adjustment to allow additional time to solicit proxies from stockholders and plans to file an amended proxy statement related to the annual meeting.
GD Culture Group Limited is calling a 2025 annual stockholder meeting on December 29, 2025 to vote on seven proposals that affect its leadership, capital structure and future share issuances. Stockholders will elect five directors, ratify HTL International, LLC as auditor for the year ending December 31, 2025, and consider a new 2025 Equity Incentive Plan covering 1,600,000 shares of common stock.
The Board is also seeking authority for a reverse stock split of all authorized and outstanding shares at a ratio between 1‑for‑2 and 1‑for‑250, to be implemented at its discretion within one year, and approval of a charter amendment updating the company’s authorized capital description. As of the December 1, 2025 record date, there were 55,984,777 common shares outstanding.
Stockholders are asked to approve, for Nasdaq Rule 5635(d) purposes, the issuance of more than 19.99% of outstanding common stock tied to May 2, 2025 Securities Purchase Agreements, under which the company sold 1,115,600 shares and 9,380,582 pre‑funded warrants for gross proceeds of $5.5 million. An adjournment proposal would allow the meeting to be postponed to gather additional votes if needed.