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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): September 5, 2023
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.) |
c/o GD Culture Group Limited
Flat 1512, 15F, Lucky Centre,
No.165-171 Wan Chai Road
Wan Chai, Hong Kong
(Address of Principal Executive Offices) (Zip code)
+852-95791074
(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 September 5, 2023, GD Culture Group Limited (the “Company”) issued a press release entitled “GD Culture Group Expands into Livestreaming Interactive Games on TikTok.” 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 Expands into Livestreaming Interactive Games on TikTok | |
| 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 hereunto duly authorized.
| GD Culture Group Limited | ||
| Date: September 5, 2023 | By: | /s/ Xiaojian Wang |
| Name: | Xiaojian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
2
Exhibit 99.1
GD Culture Group Expands into Livestreaming Interactive Games on TikTok
NEW YORK, Sept. 5, 2023 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”) and AI Catalysis Corp. (“AI Catalysis”), today announced that AI Catalysis has launched an interactive livestreaming game (the “Game”) on TikTok.
The Game offers real-time and immersive gaming experience. Upon joining the livestream, the Game prompts viewers to participate as players and pick one of two teams. The two player teams will compete with each other by giving commands to player avatars, challenging bosses, and purchasing in-game items to enhance gameplay. The livestream hosts offer commentary, tips and insights to excite the players. The Game has a feature allowing viewers to gift virtual tokens to their favorite hosts. The Hosts also interact with viewers’ chats and comments, which creates a sense of community. This fresh gaming style, already a hit in Asia, brings instant thrill-packed experiences to TikTok enthusiasts. The Game is easy to play, fun, and ready to entice whenever players choose to join in.
The Game has gained strong momentum and has drawn attention of many TikTok users. AI Catalysis plans to diversify its game offerings and the anchor personalities for TikTok users. Currently, the Company has collaborated with two hosts - one with humor in spades and another with a keen gaming insight. AI Catalysis aims to serve the TikTok audience 24/7 and plans to introduce digital hosts to ensure non-stop entertainment.
“We are excited to introduce this dynamic gaming experience to the TikTok community,” commented Mr. Xiaojian Wang, Chairman and Chief Executive Officer of the Company. “The synergy of real-time interaction and gaming engagement hits the sweet spot of today’s digital appetite. Moving forward, our goal is to enhance our impact on TikTok, diversify people’s way of entertainment, and deliver lasting value to our shareholders.”
About GD Culture Group Limited
GD Culture Group Limited (“GDC” or the “Company”) is a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”) and AI Catalysis Corp. (“AI Catalysis”). Highlight Media, founded in 2016, is an integrated marketing service agency, focusing on serving businesses in China in connection with brand management, image building, public relations, social media management and event planning. AI Catalysis is in the livestreaming market with focus on e-commerce and livestreaming interactive games. 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: +1-917-609-0333 (U.S.)
Email: tina.xiao@ascent-ir.com