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 26, 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

(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© under the Exchange Act (17 CFR 240.13©(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 5.07 Submission of Matters to a Vote of Security Holders.  

 

On March 26, 2024, GD Culture Group Limited (the “Company”) held the special meeting of stockholders (the “Special Meeting”) at 810 Seventh Avenue, 22nd Floor, New York, NY 10019. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 2,191,871 shares of the common stock, representing approximately 37% of the 5,853,416 shares of common stock issued and outstanding as of the record date of January 11, 2024, and therefore constituting a quorum. At the Special Meeting, the following proposals were voted on:

 

1.

Election of the following persons as Directors of the Company.

 

		FOR				WITHHOLD
Xiao Jian Wang			2,177,868				14,003
Shuang Zhang			2,182,282				9,589
Mingyue Cai			2,176,379				15,492
Yi Zhong			2,182,332				9,539
Shuaiheng Zhang			2,182,341				9,530

 

Accordingly, the following persons were elected as Directors of the Company, to serve until the next annual meeting of stockholders or until their successors are elected and qualified:

 

Xiao Jian Wang, Shuang Zhang, Mingyue Cai, Yi Zhong, and Shuaiheng Zhang.

 

2.

Adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One.

 

FOR				AGAINST				ABSTAIN
	2,151,100				33,695				7,076

 

Accordingly, adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, has been approved.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit Index

 

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 duly authorized.

 

Date: April 1, 2024	GD Culture Group Limited
	By:	/s/ Xiao Jian Wang
	Name:	Xiao Jian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board