GD Culture Group (GDC) replaces HTL with GGF CPA as independent auditor

Rhea-AI Filing Summary

GD Culture Group Limited filed a report announcing a change in its independent auditor. The Board of Directors and Audit Committee approved terminating HTL International, LLC and appointing GGF CPA LTD as the company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately.

HTL’s audit reports on the 2023 and 2024 financial statements contained no adverse or disclaimed opinions and were not qualified, other than disclosing uncertainty about the company’s ability to continue as a going concern. The company reports no disagreements or other reportable events with HTL beyond that going concern uncertainty, and HTL has provided a confirming letter to the SEC attached as an exhibit.

Insights

Equity research analyst

GD Culture replaces its auditor with no reported disputes, but prior going concern uncertainty remains highlighted.

The company has replaced HTL International, LLC with GGF CPA LTD as its independent registered public accounting firm for the year ended December 31, 2025. The change was approved by both the Board and the Audit Committee, which indicates it followed standard governance channels.

HTL’s prior reports on the 2023 and 2024 financial statements were clean in terms of opinion type, apart from disclosing uncertainty about the company’s ability to continue as a going concern. The company states there were no disagreements or additional reportable events with HTL over accounting, disclosure, or audit scope.

The explicit reference to going concern uncertainty in successive audits is an important backdrop for any future financial disclosures, even though it is not new information here. Investors may focus on how GGF CPA LTD evaluates the company’s financial condition in its audit for the year ended December 31, 2025.

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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): January 28, 2026

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 4.01 Changes in Registrant’s Certifying Accountant.

On January 29, 2026, with the approval of the Board of Directors and the Audit Committee, GD Culture Group Limited, a Nevada corporation (the “Company”) terminated HTL International, LLC (“HTL”) and engaged GGF CPA LTD (“GGF”), as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2025, effective immediately.

The audit reports of HTL on the Company’s financial statements as of December 31, 2024 and 2023, and for the years ended December 31, 2024 and 2023 (the “Audit Periods”), did not contain any adverse opinion or disclaimer of opinion, nor were such reports qualified or modified as to uncertainty, audit scope or accounting principles, except that such opinions disclosed an uncertainty of the Company to continue as a going concern. During the Audit Periods and during the period from December 31, 2024 through January 29, 2026, the Company had: (i) no disagreements with HTL of the type contemplated by Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to HTL’s satisfaction, would have caused it to make reference to the subject matter of any such disagreement in connection with its reports; and (ii) no reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K, except that the Audit Reports disclosed an uncertainty of the Company to continue as a going concern.

The Company provided HTL with a copy of the disclosures it is making in this Current Report on Form 8-K prior to its filing and requested that HTL furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission (the “SEC”) stating whether or not HTL agreed with the disclosure in this Item 4.01. A copy of HTL’s letter to the SEC in response to the foregoing request is attached as Exhibit 16.1 to this Current Report on Form 8-K.

During the Audit Periods and during the period from December 31, 2024 through January 29, 2026, neither the Company nor anyone on its behalf consulted GGF regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report nor oral advice was provided to the Company that of GGF concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a “disagreement” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item) or a “reportable event” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

This report shall be deemed to be incorporated by reference into the registration statements of the Company on Form S-3 (File No. 333-279141 and 333-292934) and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
16.1		Letter from HTL International, LLC dated January 29, 2026
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: January 29, 2026	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

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FAQ

What did GD Culture Group Limited (GDC) announce in this 8-K?

GD Culture Group Limited announced it terminated HTL International, LLC and engaged GGF CPA LTD as its independent registered public accounting firm for the fiscal year ended December 31, 2025, with approval from its Board of Directors and Audit Committee.

Why was HTL International, LLC replaced as auditor for GD Culture Group (GDC)?

The filing states HTL International, LLC was terminated and GGF CPA LTD was engaged as the new independent auditor for 2025, with Board and Audit Committee approval. It does not cite disagreements or additional reportable events as the reason for the change.

Did HTL International, LLC have disagreements with GD Culture Group (GDC)?

The company reports no disagreements with HTL International, LLC on accounting principles, financial disclosure, or audit procedures during 2023, 2024, or through January 29, 2026, and no reportable events other than the previously disclosed going concern uncertainty in HTL’s audit reports.

What did HTL’s prior audit reports say about GD Culture Group’s going concern status?

HTL’s audit reports for GD Culture Group’s 2023 and 2024 financial statements contained standard opinions but disclosed uncertainty about the company’s ability to continue as a going concern, highlighting concerns about its financial sustainability during those periods.

Was GGF CPA LTD consulted by GD Culture Group (GDC) before being engaged?

The company states that during the relevant periods it did not consult GGF CPA LTD on applying accounting principles to specific transactions, expected audit opinions, or any matters involving disagreements or reportable events before formally engaging the firm as auditor.

What exhibits are attached to GD Culture Group’s 8-K about the auditor change?

The filing includes Exhibit 16.1, a letter from HTL International, LLC dated January 29, 2026, addressed to the SEC regarding the disclosed auditor change, and Exhibit 104, which is the cover page interactive data file embedded within the Inline XBRL document.