GD Culture Enters into Share Exchange Agreement to Acquire Pallas Capital’s Assets, Including 7,500 Bitcoin, for 39,189,344 Shares
Rhea-AI Summary
GD Culture Group (Nasdaq: GDC) has entered into a share exchange agreement to acquire Pallas Capital Holding Ltd. and its assets, including 7,500 Bitcoin. The acquisition will be executed through the issuance of 39,189,344 shares of GDC common stock.
The strategic transaction, which has received majority shareholder approval as required by Nasdaq Listing Rule 5635(d), represents a significant step in GDC's crypto asset treasury strategy. The company aims to establish substantial long-term Bitcoin reserves and strengthen its position in the decentralized finance (DeFi) ecosystem.
Positive
- Acquisition of significant digital assets including 7,500 Bitcoin
- Strategic expansion into cryptocurrency and DeFi markets
- Majority shareholder approval already secured
- Clear alignment with company's digital asset treasury strategy
Negative
- Significant share dilution through issuance of 39,189,344 new shares
- Exposure to volatile cryptocurrency market prices
- Integration risks associated with digital asset acquisition
News Market Reaction
On the day this news was published, GDC declined 28.16%, reflecting a significant negative market reaction. Argus tracked a trough of -38.1% from its starting point during tracking. Our momentum scanner triggered 28 alerts that day, indicating elevated trading interest and price volatility. This price movement removed approximately $64M from the company's valuation, bringing the market cap to $163M at that time. Trading volume was very high at 4.5x the daily average, suggesting heavy selling pressure.
Data tracked by StockTitan Argus on the day of publication.
NEW YORK, Sept. 16, 2025 (GLOBE NEWSWIRE) -- GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), today announced that on September 10, 2025, it entered into a share exchange agreement (the “Agreement”) to acquire
In accordance with the Nevada Revised Statutes, as amended, the Company has obtained the majority shareholder approval for the share issuance required under Nasdaq Listing Rule 5635(d). The consummation of the acquisition will be a strategic leap forward in GDC’s execution of its crypto asset treasury strategy through the establishment of substantial long-term Bitcoin reserves. Through this transaction, GDC aims to strengthen its reserve portfolio and establish a stronger presence in the expanding decentralized finance (DeFi) ecosystem.
Mr. Xiaojian Wang, Chairman and Chief Executive Officer of the Company, commented, “The acquisition of Pallas Capital marks a significant advancement in GDC’s digital asset treasury strategy. It directly supports our initiative to build a strong and diversified crypto asset reserve by acquiring scalable, high-value digital assets. By acquiring Pallas Capital and its 7,500 Bitcoin through this transaction, we are positioning GDC to capitalize on Bitcoin's growing role as a store of value and institutional reserve asset. When we integrate these assets, we are building the reserves necessary to execute on our digital asset strategy with both stability and growth potential. Looking ahead, we are confident that this acquisition will deliver meaningful value to our shareholders as we continue to execute our vision of becoming an established player in the digital asset ecosystem.”
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 a focus on e-commerce 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 and live-streaming e-commerce business. 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 more information, please contact:
GD Culture Group Limited
Investor Relations Department
Email: ir@gdculturegroup.com
Ascent Investor Relations LLC
Tina Xiao
Phone: +1-646-932-7242
Email: investors@ascent-ir.com
FAQ
How many Bitcoin will GDC acquire through the Pallas Capital acquisition?
How many shares will GDC issue for the Pallas Capital acquisition?
When did GDC announce the share exchange agreement with Pallas Capital?
What is the strategic purpose of GDC's acquisition of Pallas Capital?
Has GDC received shareholder approval for the Pallas Capital acquisition?
