UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On February 27, 2024, GD Culture Group Limited (the “Company”) convened its special meeting of stockholders (the “Special Meeting”). There were 1,032,757 shares of common stock present or represented by proxy at the Special Meeting, which did not constitute a quorum under the Company’s bylaws.
At the Special Meeting, pursuant to Section 2.6 of the Company’s bylaws, a majority of the stockholders present at the Special Meeting, represented by proxy or in person, voted to adjourn the Special Meeting until March 26, 2024 in order to seek a quorum.
Stockholders will be able to attend the adjourned Special Meeting when it is reconvened on March 26, 2024 at 810 Seventh Avenue, 22nd Floor, New York, NY 10019 at 1:00 p.m. local time. Stockholders who have already voted do not need to recast their votes. Proxies previously submitted in respect of the Special Meeting will be voted at the adjourned Special Meeting unless properly revoked in accordance with the procedures described in the Company’s proxy statement.
The close of business on January 11, 2024 will continue to be the record date for the determination of stockholders of the Company entitled to vote at the Special Meeting.
A copy of the press release announcing the adjournment of the Special Meeting is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. | Description | |
| 99.1 | Press Release - GD Culture Group Announces Adjournment of Special Meeting of Stockholders until March 26, 2024, dated February 27, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: February 27, 2024 | GD Culture Group Limited | |
| By: | /s/ Xiao Jian Wang | |
| Name: | Xiao Jian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board | |
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