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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):
December 23, 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.) |
111 Town Square Place, Suite #1203
Jersey City, NJ 07310
(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 8.01. Other Events
On December 19, 2025, GD Culture
Group Limited (the “Company”) filed a definitive proxy statement on Schedule 14A in connection with the Company’s 2025
annual meeting of stockholders (the “Annual Meeting”), which was scheduled to be held on December 29, 2025. As approved by
the unanimous written consent of the board of directors of the Company dated December 23, 2025, the Company has decided to reschedule
its Annual Meeting to December 31, 2025, at 1:00 p.m., Eastern Time, to be held at the principal office of the Company located at 111
Town Square Place, Suite #1203, Jersey City, NJ 07310 to allow additional time for the solicitation of proxies, and to file an amended
proxy statement with the Securities and Exchange Commission in connection herewith.
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: December 23, 2025 |
By: |
/s/ Xiaojian Wang |
| |
Name: |
Xiaojian Wang |
| |
Title: |
Chief Executive Officer, President and
Chairman of the Board |