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GD Culture Group (GDC) reported a sharp turnaround to profit, posting Q3 2025 net income of $12,088,469, driven primarily by an $16,230,431 unrealized gain from fair value changes of its digital assets.
The company acquired Pallas on September 29, 2025, adding 7,500 units of Bitcoin held as long-term reserve; the Bitcoin’s fair value was $857,735,191 as of September 30, 2025. For the nine months, net income was $9,611,905 after $1,664,903 of income tax expense. Total assets rose to $865,999,639 with shareholders’ equity of $862,156,751.
Liquidity remains tight with cash of $225,072 and a working capital deficit of approximately $2.3 million, though management believes liquidity is sufficient for the next 12 months. In 2025, GDC raised capital via offerings, including $910,000 net in March and $4,143,657 net by September from a May deal, largely for working capital. Subsequent events include increasing authorized shares to 10,000,000,000 common and 1,000,000,000 preferred, and a private placement of 1,333,334 shares for $2.8 million on October 24, 2025 for working capital.
GD Culture Group (GDC) entered a private placement with accredited investors to sell 1,333,334 shares of common stock at $2.10 per share, generating approximately $2,800,000 in gross proceeds. The company intends to use the proceeds for working capital and general corporate purposes.
The placement closed on October 27, 2025. Univest Securities, LLC acted as placement agent, earning a cash fee equal to 7% of aggregate gross proceeds, with reimbursement of reasonable out-of-pocket expenses up to $20,000. The shares were issued under Section 4(a)(2) and Rule 506(b) of Regulation D. The company agreed to use commercially reasonable efforts to file a resale registration statement for the shares within 60 days of the agreement date.
GD Culture Group Ltd filed a Definitive Information Statement reporting that majority stockholders took action by written consent on September 8, 2025, and the Board ordered related changes on September 29, 2025. The company proposes to increase authorized Common Stock to 10,000,000,000 shares (par $0.0001) and Preferred Stock to 1,000,000,000 shares (par $0.0001). The filing describes an Exchange Agreement that will issue shares equal to 233.33% of outstanding Common Stock prior to the effective date, leaving the company with 55,984,777 shares issued and outstanding after the issuance and making the target a wholly owned subsidiary. The Audit Committee and a majority-independent Board reviewed and approved the transaction and obtained a third-party fairness opinion. The statement discloses potential dilution to existing stockholders and notes forward-looking statement risks.
GD Culture Group Ltd filed an 8-K disclosing a material event tied to its acquisition of Pallas Capital and presented a valuation metric linking the deal to Bitcoin holdings. The filing states 7,500 Bitcoin associated with the transaction equates to approximately $22.37 of BTC per share, highlighting the company’s presentation of shareholder value from the acquisition. The filing identifies Xiaojian Wang as Chief Executive Officer, President and Chairman of the Board. The document includes filing context items such as Nasdaq listing (symbol GDC) and indicates the submission relates to written and soliciting communications under several securities rules.
GD Culture Group Limited (GDC) operates AI-driven digital human creation and live-stream e-commerce. As of June 30, 2025, the Company reported $1,117,760 in cash and approximately $1.5 million of working capital, with total assets of $10,575,051 up from $2,734,987 at December 31, 2024. The increase in assets reflects a $5.99 million issuance of common stock to acquire the Chat Box software and previously purchased AIBox software, producing intangible assets net of $6,666,696.
The Company recorded a six-month net loss of $2,476,564 for the period ended June 30, 2025, improved from $7,750,451 in the comparable 2024 period, and loss per share of $0.18 versus $0.93 the prior year. Operating activities used $3,708,974 of cash during the six months while financing activities provided $4,804,172, including proceeds from March and May 2025 offerings (May gross subscriptions of $4,478,000 with $17,390 receivable). Management evaluated going concern and concluded it has sufficient liquidity for at least the next twelve months and noted CEO support if needed.
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