GD Culture Group reports 9.001M shares (0.9%)

GD Culture Group Ltd filed an Amendment No. 2 to Schedule 13G/A reporting beneficial ownership of 9,001,000 shares of Common Stock, representing 0.9% of the class.

Rhea-AI Filing Summary

GD Culture Group Ltd filed an Amendment No. 2 to Schedule 13G/A reporting beneficial ownership of 9,001,000 shares of Common Stock, representing 0.9% of the class. The filing cites a class base of 1,040,619,813 shares as of June 24, 2025 from a Form 424B5. The disclosure lists sole voting and dispositive power over the reported shares by Thomas Corley and is signed on 06/24/2026.

Insights

Corporate Governance Analyst

Routine beneficial-ownership amendment reporting a sub-1% stake.

The filing shows Thomas Corley beneficially owns 9,001,000 shares with sole voting and dispositive power. The percentage is 0.9% based on an outstanding base of 1,040,619,813 shares cited from a June 24, 2025 prospectus.

Such Schedule 13G/A amendments are typically administrative; cash-flow treatment is not stated. Subsequent filings would disclose any change in holdings or additional context.

Key Figures

Reported shares owned: 9,001,000 shares Percent of class: 0.9% Shares outstanding (reference): 1,040,619,813 shares

3 metrics

Reported shares owned 9,001,000 shares Amount beneficially owned reported on Schedule 13G/A

Percent of class 0.9% Percent of class reported in Item 4(b)

Shares outstanding (reference) 1,040,619,813 shares Class base cited from Form 424B5 dated <date>June 24, 2025</date>

Key Terms

Schedule 13G/A, Beneficially owned, CUSIP

3 terms

Schedule 13G/A regulatory

"filed an Amendment No. 2 to Schedule 13G/A reporting beneficial ownership"

A Schedule 13G/A is an amended public filing with the U.S. securities regulator that updates a previous Schedule 13G, disclosing when an individual or group holds a substantial (typically over 5%) stake in a company and is claiming a passive, non‑controlling intent. Investors monitor these updates because rising or falling holdings can signal changing confidence, potential future moves, or shifts in voting power — like watching a public ledger where large shareholders quietly adjust their positions.

Beneficially owned financial

"Amount beneficially owned: 9001000"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

CUSIP financial

"CUSIP No.: 19200A204"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many shares of GDC does Thomas Corley report owning?

Thomas Corley reports owning 9,001,000 shares. The filing states this equals 0.9% of the class using an outstanding base of 1,040,619,813 shares as of June 24, 2025 cited from a Form 424B5.

Does the Schedule 13G/A state voting or dispositive power for GDC shares?

Yes. The filing states Mr. Corley has sole voting and sole dispositive power over 9,001,000 shares. Those powers are reported directly in the Ownership section of the amendment.

What percentage of GDC is represented by the reported holdings?

The reported holdings represent 0.9% of the outstanding common stock. That percentage is calculated using an outstanding base of 1,040,619,813 shares as of June 24, 2025 referenced in the filing comment.

When was the Schedule 13G/A amendment signed for GDC?

The amendment is signed and dated 06/24/2026. The signature block shows Thomas Corley as the reporting person executing the Schedule 13G/A amendment on that date.

Does the filing indicate any change in ownership method or intent for GDC shares?

No change of intent or method is disclosed. The filing lists beneficial ownership and voting/dispositive powers; it does not state any planned transactions or changes in how the shares will be handled.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/24/2026 - 01:45 PM EDT Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)

GD Culture Group Ltd

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

19200A204

(CUSIP Number)

06/24/2026

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

schemaVersion:

SCHEDULE 13G

CUSIP Number(s): 19200A204

1

Names of Reporting Persons

Corley Thomas John

2

Check the appropriate box if a member of a Group (see instructions)

(a)
(b)

3

Sec Use Only

4

Citizenship or Place of Organization

PENNSYLVANIA

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 9,001,000.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 9,001,000.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

9,001,000.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.9 %

12

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person: Percentage of class is based on a total of 1,040,619,813 shares outstanding as described in the Form 424B5 published on June 24th 2025.

SCHEDULE 13G

Item 1.
(a)	Name of issuer: GD Culture Group Ltd
(b)	Address of issuer's principal executive offices: 111 TOWN SQUARE PLACE, 111 TOWN SQUARE PLACE, JERSEY CITY, NEW JERSEY, 07310.
Item 2.
(a)	Name of person filing: Thomas Corley
(b)	Address or principal business office or, if none, residence: 132 Washington Place State College, PA 16801
(c)	Citizenship: United States
(d)	Title of class of securities: Common Stock, par value $0.0001 per share
(e)	CUSIP No.: 19200A204
Item 3.	If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: 9001000
(b)	Percent of class: .9 %
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: 9001000
	(ii) Shared power to vote or to direct the vote: 0
	(iii) Sole power to dispose or to direct the disposition of: 9001000
	(iv) Shared power to dispose or to direct the disposition of: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Corley Thomas John

Signature:	Thomas Corley
Name/Title:	Individual
Date:	06/24/2026