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

Rhea-AI Filing Summary

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.

Positive

• Quantified crypto disclosure: Filing states 7,500 BTC equals approximately $22.37 per share, giving a tangible metric for investors.
• Material transaction disclosed: The filing relates to the Pallas Capital acquisition, indicating a potentially significant corporate event.
• Named executive signer: Xiaojian Wang is identified as CEO, President and Chairman, providing a clear corporate contact for the filing.

Negative

• Key calculation inputs missing: The filing does not state the share count or the valuation date/price used to derive $22.37 per share.
• No aggregate transaction value disclosed: The total purchase price or how BTC factors into consideration is not provided in the text.
• Unclear nature of BTC holding: The filing does not specify whether the 7,500 BTC are held by the company, by the acquired entity, or represent contingent consideration.

Insights

M&A Specialist

TL;DR: The 8-K ties the Pallas Capital acquisition to a quantified BTC-per-share metric, signaling a material deal component tied to crypto assets.

The filing presents a clear, singular valuation bridge linking 7,500 BTC to an implied $22.37 per share benefit, which is meaningful for investors evaluating deal consideration and dilution impacts. The disclosure is concise but omits key supporting details such as the total number of shares used to calculate the per-share figure, the timing and price basis for the BTC valuation, and whether the BTC is held directly or represents contingent consideration. For M&A valuation analysis, those missing items are material to assessing accretion/dilution and the transaction’s financial impact.

Securities Analyst

TL;DR: Presentation of Bitcoin value per share is potentially market-moving but lacks crucial quantitative context in this filing.

The 8-K highlights an explicit crypto-linked value metric which could affect investor perception of deal economics. Notwithstanding, the submission does not provide the share count, aggregate transaction value in cash or stock, nor the date/price used to value the 7,500 BTC. Without these inputs, analysts cannot verify the per-share calculation or incorporate the disclosure into earnings or balance-sheet forecasts. The CEO identification adds governance clarity but does not substitute for absent financial detail.

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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): September 17, 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 Number)		(IRS Employer Identification No.)

22F - 810 Seventh Avenue,

New York, NY 10019

(Address of principal executive offices) (Zip code)

+1-347-2590292

(Registrant’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))

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

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. ☐

Item 7.01 Regulation FD Disclosure.

On September 17, 2025, GD Culture Group Limited (the “Company”) issued a press release entitled “GD Culture Highlights Shareholder Value of Pallas Capital Acquisition: 7,500 Bitcoin Equals Approximately $22.37 of BTC Per Share”. A copy of the press release is furnished herewith as Exhibit 99.1.

The information in Item 7.01 of this Current Report on Form 8-K, including the information in the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K is furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section. Furthermore, the information in Item 7.01 of this Current Report on Form 8-K, shall not be deemed to be incorporated by reference in the filings of the Company under the Securities Act.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
99.1		Press release - GD Culture Highlights Shareholder Value of Pallas Capital Acquisition: 7,500 Bitcoin Equals Approximately $22.37 of BTC Per Share
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: September 22, 2025	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

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FAQ

What did GDC disclose in its 8-K about the Pallas Capital acquisition?

The 8-K discloses that 7,500 Bitcoin tied to the acquisition equates to approximately $22.37 of BTC per share and identifies the filing signer as Xiaojian Wang.

How much Bitcoin did GD Culture say is associated with the deal?

The filing states 7,500 BTC are associated with the Pallas Capital acquisition.

What per-share value did GDC report for the Bitcoin component?

The company reported the Bitcoin component equals approximately $22.37 per share.

Who signed the 8-K for GD Culture Group Ltd (GDC)?

The filing lists Xiaojian Wang, Chief Executive Officer, President and Chairman of the Board.

Does the filing provide the total transaction price or share count used in the per-share calculation?

The provided content does not include the total transaction price or the share count used to calculate the $22.37 per share figure.