8-K

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 27, 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(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 March 27, 2024, GD Culture Group Limited (the “Company”) issued a press release entitled “When Art Meets AI: A Revolutionary Dialogue with Digital Human Mona Lisa on Female Empowerment”. 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 – When Art Meets AI: A Revolutionary Dialogue with Digital Human Mona Lisa on Female Empowerment
104	Cover Page Interactive Data File (embedded within the Inline XBRL Document)

1

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: March 27, 2024	By:	/s/ xiaojian wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

2

EX-99.1

Exhibit 99.1

When Art Meets AI: A Revolutionary Dialogue with Digital Human Mona Lisa on
Female Empowerment

NEW YORK, Mar. 27, 2024 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), have unveiled a creative digital artistry project (the “Project”) across various platforms including TikTok, the AI Catalysis Website, YouTube, and Instagram, which leverages AI-powered digital human technology to create an interactive and immersive digital experience to the audience. Seamlessly blending fine arts with contemporary technology, the iconic masterpiece, Mona Lisa, is reimagined as a vivid digital character in a video. The groundbreaking Project intends to make traditional artwork relevant in the digital modern world by innovatively engaging it in an insightful dialogue on critical social issues through a lifelike digital avatar.

In the newly released video of the Project, a thought-provoking conversation across time was created between Richard (@retrorelicsrich), a self-developed digital influencer, and Mona Lisa, the Leonardo da Vinci’s masterpiece which embodies the ideas of human nature and individualism during the Renaissance. The creative digital dialogue transcends time to explore the evolution of female rights and gender norms from the Renaissance to contemporary society, shedding light on the journey toward gender equality and female empowerment.

The digital recreation of Mona Lisa transforms the static masterpiece into a living artwork with the application of advanced lip-syncing technology, body animation, facial recognition, and big data-driven virtual character models. The seamless integration of ElevenLabs’ voice synthesis technology, along with Adobe’s video editing and visual effects software, enhances the storytelling, making it convincing and captivating for the audience.

Mr. Xiaojian Wang, Chairman and Chief Executive Officer of the Company remarked, “This transformative digital creation sets a new standard for GDC’s ongoing endeavors for digital human interactions. With the application of our state-of-the-art AI-driven technologies, we aim to realize a blending of classic arts and modern technology, stimulating profound societal discussions among the audience. Moving forward, we will continue to invest in technological innovation to create new digital works that resonate with our audience and contribute to the social wellbeing.”

About GD Culture Group Limited

GD Culture Group Limited (the “Company”) (Nasdaq: GDC), is a Nevada company currently conducting business mainly through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”) and Shanghai Xianzhui Technology Co, Ltd. The company plans to enter into the livestreaming market with focus on e-commerce and livestreaming interactive games through its wholly owned U.S. subsidiary, AI Catalysis, a Nevada corporation incorporated in May 2023. The Company’s main businesses include AI-driven digital human technology, live-streaming e-commerce business and live streaming interactive game. 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: +1-646-932-7242

Email: investors@ascent-ir.com

XML

Cover	Mar. 27, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 27, 2024
Entity File Number	001-37513
Entity Registrant Name	GD Culture Group Limited
Entity Central Index Key	0001641398
Entity Tax Identification Number	47-3709051
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	22F - 810 Seventh Avenue
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10019
City Area Code	+1-347
Local Phone Number	2590292
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001
Trading Symbol	GDC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false