[8-K] GD Culture Group Limited Reports Material Event

Rhea-AI Filing Summary

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.

Positive

• Transfer restrictions now automatically expire after three years, directly addressing ISS’s objection and improving likelihood of shareholder approval.
• Boards of all parties swiftly amended the agreement, demonstrating responsiveness to governance feedback and reducing execution risk.

Negative

• Ownership is still capped at 4.9% until the three-year sunset, which may deter strategic investors and limit liquidity in the near term.
• No additional financial or valuation data were provided, leaving investors without updated economic context for the reorganization.

Insights

Corporate Governance Expert

TL;DR Time-boxed transfer cap removes ISS hurdle, materially improving governance optics and passage odds—net positive, no financial dilution.

Detail: ISS’s “against” recommendation threatened the reorganization vote. By adding a hard three-year sunset, the board demonstrates responsiveness to shareholder-advisory concerns, aligning protective tax provisions with market-standard timelines. This should shift ISS (and Glass Lewis) to a neutral or supportive stance, materially increasing the probability that retail and indexed investors back the deal. Because no valuation terms changed, upside is chiefly in smoothing the transaction path rather than altering cash flows. Risk: transfer limits persist for three years, still constraining block accumulations and possibly depressing liquidity in the interim.

M&A Specialist

TL;DR Structural tweak is procedural; economic deal terms unchanged—impact modest but directionally positive.

The amendment is narrowly scoped, leaving consideration, exchange ratios, and strategic rationale intact. As such, deal economics and projected synergies stay neutral. However, mitigating governance friction lowers execution risk, a meaningful benefit in small-cap transactions where failed votes can be costly. No new cost disclosures or financing updates were provided, so overall investor value remains driven by previously disclosed metrics.

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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): June 27, 2025

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 27, 2025, GD Culture Group Limited (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Zihao Zhao, the Chief Financial Officer (the “Executive”) of the Company, which replaces and supersedes the Executive’s prior employment agreement dated as of April 21, 2023 (the “Prior Agreement”).

The commencement date (as defined in the Employment Agreement) is May 15, 2025.

The Employment Agreement is substantially similar to the Prior Agreement except the annual base salary is now increased to one hundred thousand dollars ($100,000.00).

The foregoing summary of the Employment Agreement does not purport to be complete, and is qualified in its entirety by the full text of the Employment Agreement, which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

The information contained in this Current Report on Form 8-K of the Company, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-279141) and Registration Statement on Form S-8 (File No. 333-252790).

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
10.1		Employment Agreement between GD Culture Group Ltd. and Zihao Zhao dated June 27, 2025
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 hereunto duly authorized.

	GD Culture Group Limited
Date: July 3, 2025	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board of Directors

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FAQ

What did ContextLogic (WISH) change in the reorganization agreement?

The Board added a clause stating that the 4.9% ownership transfer restriction will expire no later than three years after the reorganization becomes effective.

Why was the amendment necessary?

Institutional Shareholder Services recommended voting against the deal because the transfer restriction had no sunset; the three-year limit removes that concern.

Does the amendment affect the economic terms of the deal?

No. The filing states that no valuation, consideration, or other economic provisions were altered.

When will shareholders vote on the revised proposal?

At the Annual Meeting scheduled for July 10, 2025.

What happens if shareholders approve the reorganization proposal?

Approval will also be deemed approval of the new "Expiration Date" definition; no further board action is required to implement it.

Where can investors read the full amended documents?

The Second A&R Agreement (Exhibit 2.1) and amended certificate (Exhibit 3.1) are available within the 8-K filing on the SEC’s EDGAR system.