GDC / GD Culture Group Limited - Документы SEC, Годовой отчет, Доверенное заявление

GD Culture Group Limited
US ˙ NasdaqCM ˙ US19200A2042

Основная статистика
CIK 1641398
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to GD Culture Group Limited
SEC Filings (Chronological Order)
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August 27, 2025 EX-99.1

GD Culture Group Limited to Launch AI Immersive Reading Platform, Inviting Global Storytellers to Join

Exhibit 99.1 GD Culture Group Limited to Launch AI Immersive Reading Platform, Inviting Global Storytellers to Join NEW YORK, August 27, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced the upcoming launch of its AI Immersive Reading Platform (the “Platform”), an innovative ecosystem cu

August 27, 2025 8-K

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): August 26, 2025 GD Culture Group

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): August 26, 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

August 12, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITED

July 3, 2025 8-K

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 Li

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.)

July 3, 2025 EX-10.1

Employment Agreement between GD Culture Group Ltd. and Zihao Zhao dated June 27, 2025

Exhibit 10.1 EMPLOYMENT CONTRACT THIS EMPLOYMENT CONTRACT (the “Agreement”) dated this 27th day of June, 2025 BETWEEN: GD Culture Group LTD. of 810 7th Ave, New York, NY 10019, USA (the “Employer”) OF THE FIRST PART - AND - Zihao Zhao of 3 somerset ln, 308, Edgewater, NJ, 07020, USA (the “Employee”) OF THE SECOND PART BACKGROUND: A. The Employer is of the opinion that the Employee has the necessar

June 30, 2025 8-K

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 26, 2025 GD Culture Group Li

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 26, 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.)

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITE

May 13, 2025 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT This Common Stock Purchase Agreement (this “Agreement”) is entered into effective as May 11, 2025 (the “Execution Date”), by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and [], a [] limited liability company (the “Investor”). WHEREAS, the parties desire that, upon the terms and subject to the conditions contained herein,

May 13, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 11, 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.)

May 13, 2025 EX-99.1

GD Culture Group Limited Announces $300 Million Funding Commitment to Build Cryptocurrency Reserve of Bitcoin and Trump Coin

Exhibit 99.1 GD Culture Group Limited Announces $300 Million Funding Commitment to Build Cryptocurrency Reserve of Bitcoin and Trump Coin NEW YORK, May 12, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that it has entered into a Common Stock Purchase Agreement (the “Agreement”) with

May 8, 2025 8-K

Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): May 8, 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.) (

May 6, 2025 EX-10.2

Placement Agency Agreement, dated March 4, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 2, 2025 Univest Securities, LLC 75 Rockefeller Plaza #1838 New York, NY 10019 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Univest Securities, LLC, (“Univest” or the “Placement Agent”) shall be engaged by GD Culture Group Limited, a corporation formed under the laws of the State of

May 6, 2025 EX-4.1

Form of Pre-Funded Warrants

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

May 6, 2025 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 2, 2025, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

May 6, 2025 EX-99.1

GD Culture Group Limited Announces PIPE of approximately 5.5 Million

Exhibit 99.1 GD Culture Group Limited Announces PIPE of approximately 5.5 Million NEW YORK, May 5, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced the signing of private placement (the “Offering”) on May 2, 2025 with several purchasers for the purchase an aggregate of 1,115,600 shares

May 6, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): May 2, 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.) (

April 30, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): April 28, 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.

April 30, 2025 EX-10.1

Software Purchase Agreement, dated April 28, 2025

Exhibit 10.1 SOFTWARE PURCHASE AGREEMENT This SOFTWARE PURCHASE AGREEMENT (“Agreement”), dated as of April 28, 2025, is made by and between Gongzheng Xu and Qing Wang (“Sellers”), and GD Culture Group Limited, a Nevada corporation (“Buyer”). WHEREAS, Sellers wish to sell to Buyer, and Buyer wishes to purchase from Sellers, all of Sellers’ right, title, and interest in and to certain Software (as d

April 2, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 1, 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.)

April 2, 2025 EX-99.1

GD Culture Group Limited Receives Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency

Exhibit 99.1 GD Culture Group Limited Receives Nasdaq Notification Regarding Minimum Stockholders’ Equity Deficiency NEW YORK, April 1, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that the Company received a written notification (the “Notification Letter”) from the Nasdaq Stock Mar

March 21, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): March 20, 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.

March 18, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 GD CULTURE GROUP LIMITED (Ex

March 18, 2025 EX-4.1

Description of Securities

Exhibit 4.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Articles of Incorporation, Certificates of Amendment to Articles of Incorporation and the Second Amended and Restated

March 14, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): March 13, 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.

March 14, 2025 EX-99.1

GD Culture Group Limited Announces Closing of Private Placement

Exhibit 99.1 GD Culture Group Limited Announces Closing of Private Placement NEW YORK, March 13, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that the closing of its previously announced private placement (the “Offering”) on March 6, 2025 with certain investor for the purchase and s

March 7, 2025 EX-10.2

Placement Agency Agreement, dated March 4, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT March 4, 2025 Univest Securities, LLC 75 Rockefeller Plaza #1838 New York, NY 10019 Ladies and Gentlemen: Introductory. This Placement Agency Agreement the (“Agreement”) sets forth the terms upon which Univest Securities, LLC, (“Univest” or the “Placement Agent”) shall be engaged by GD Culture Group Limited, a corporation formed under the laws of the State o

March 7, 2025 EX-99.1

GD Culture Group Limited Announces Pricing of Private Placement

Exhibit 99.1 GD Culture Group Limited Announces Pricing of Private Placement NEW YORK, March 5, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that it has entered into a securities purchase agreement (the “Agreement”) on March 4, 2025 with certain investor for the purchase and sale of

March 7, 2025 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 4, 2025, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions s

March 7, 2025 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

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): March 4, 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.)

February 10, 2025 EX-10.1

At-the-Market Issuance Sales Agreement, dated February 10, 2025, by and between GD Culture Group Limited. and Univest Securities, LLC

Exhibit 10.1 Up to $10,000,000 of Common Stock AT-THE-MARKET ISSUANCE SALES AGREEMENT February 10, 2025 Univest Securities, LLC 75 Rockefeller Plaza, Suite 1803 New York, NY, 10019 Ladies and Gentlemen: GD Culture Group Limited, a Nevada corporation (the “Company”), proposes to issue and sell through Univest Securities, LLC, as selling agent (the “Agent”), shares of common stock, par value $0.0001

February 10, 2025 EX-99.1

GD Culture Group Limited Announces At-The-Market Equity Offering Program

Exhibit 99.1 GD Culture Group Limited Announces At-The-Market Equity Offering Program NEW YORK, Feb. 10, 2025 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that it has entered into an At-the-Market (“ATM”) issuance sales agreement (the “Agreement”) with Univest Securities, LLC (“Univest”

February 10, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): February 10, 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

February 10, 2025 424B5

GD Culture Group Limited Up to US$10,000,000 of Shares of Common Stock

Filed pursuant to Rule 424(b)(5) File No. 333-279141 PROSPECTUS SUPPLEMENT (To Prospectus dated July 19, 2024) GD Culture Group Limited Up to US$10,000,000 of Shares of Common Stock GD Culture Group Limited (which we refer to as “GDC,” the “Company,” “we,” or “us”) has entered into an at-the-market issuance sales agreement (the “Sales Agreement”) with Univest Securities, LLC (the “Sales Agent”), r

December 26, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 20, 2024 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

November 20, 2024 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definit

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LI

October 2, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): October 1, 2024 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

October 2, 2024 EX-99.1

GDC Announces Strategic Partnership to Expand AI Creator Community

Exhibit 99.1 GDC Announces Strategic Partnership to Expand AI Creator Community NEW YORK, October 1, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced its partnership with Tuolan Network Technology Co., Ltd, (“Tuolan”), aimed at further enriching and expanding the Company’s AI Creator Co

August 23, 2024 EX-99.1

GDC Announces SyncWaveX: Redefining Video Production with Direct Audio-to-Video AI Technology

Exhibit 99.1 GDC Announces SyncWaveX: Redefining Video Production with Direct Audio-to-Video AI Technology NEW YORK, Aug. 23, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced the launch of SyncWaveX on August 23, 2024, a groundbreaking web-based AI application under its software brand A

August 23, 2024 EX-99.2

GDC Launches TikTok Account to Share Latest AI-Related News and Trends

Exhibit 99.2 GDC Launches TikTok Account to Share Latest AI-Related News and Trends NEW YORK, August 21, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), along with its subsidiary, AI Catalysis Corp. (“AI Catalysis”), announced today the launch of its TikTok account, @streamlineainews. This account is dedicated to disseminating the most current updates, insi

August 23, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): August 23, 2024 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

August 16, 2024 CORRESP

GD CULTURE GROUP LIMITED 22F - 810 Seventh Avenue, New York, NY 10019

GD CULTURE GROUP LIMITED 22F - 810 Seventh Avenue, New York, NY 10019 August 16, 2024 VIA EDGAR Division of Corporation Finance Office of Trade & Services U.

August 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITED

July 31, 2024 CORRESP

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019 July 31, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

July 22, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Amendment No. 2) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 GD CULTURE

July 22, 2024 CORRESP

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019 July 22, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

July 19, 2024 S-3/A

As filed with the U.S. Securities and Exchange Commission on July 19, 2024

As filed with the U.S. Securities and Exchange Commission on July 19, 2024 Registration No. 333-279141 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GD Culture Group Limited (Exact name of registrant as specified in its charter) Nevada 47-3709051 (State or other jurisdiction of (I.R.S. Emplo

July 19, 2024 CORRESP

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019 July 19, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

July 8, 2024 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Amendment No.1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 GD CULTURE

July 8, 2024 CORRESP

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019 July 8, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

June 21, 2024 CORRESP

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019

GD Culture Group Ltd 22F - 810 Seventh Avenue, New York, NY 10019 June 21, 2024 Via EDGAR Division of Corporation Finance Office of Trade & Services U.

June 21, 2024 S-3/A

As filed with the U.S. Securities and Exchange Commission on June 21, 2024

As filed with the U.S. Securities and Exchange Commission on June 21, 2024 Registration No. 333-279141 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO.1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GD Culture Group Limited (Exact name of registrant as specified in its charter) Nevada 47-3709051 (State or other jurisdiction of (I.R.S. Employ

June 6, 2024 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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): May 31, 2024 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.)

June 6, 2024 EX-10.1

Software Purchase Agreement between the Company and Shanxi Gangdong Cultural Media Co., Ltd. dated May 31, 2024, filed as Exhibit 10.1 to the Current Report on Form 8-K of the Company filed on June 6, 2024 and incorporated herein as reference

Exhibit 10.1 SOFTWARE PURCHASE AGREEMENT This SOFTWARE PURCHASE AGREEMENT (“Agreement”), dated as of May 31, 2024, is made by and between Shanxi Gangdong Cultural Media Co., Ltd., a company established under the laws of the People’s Republic of China (“Seller”), and GD Culture Group Limited, a Nevada corporation (“Buyer”). WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITE

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-37513 CUSIP NUMBER 19200A105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31,

May 15, 2024 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 13, 2024 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.)

May 6, 2024 S-3

As filed with the U.S. Securities and Exchange Commission on May 6, 2024

As filed with the U.S. Securities and Exchange Commission on May 6, 2024 Registration No. [ ] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GD Culture Group Limited (Exact name of registrant as specified in its charter) Nevada 47-3709051 (State or other jurisdiction of (I.R.S. Employer incorporation or organiz

May 6, 2024 EX-4.1

Form of Senior Debt Indenture

Exhibit 4.1 GD CULTURE GROUP LIMITED FORM OF SENIOR INDENTURE Dated as of [ ], 2024 [ ] Trustee TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions. 1 SECTION 1.02. Other Definitions. 4 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. 4 SECTION 1.04. Rules of Construction. 5 ARTICLE II THE SECURITIES 5 SECTION 2.01. Issuable in Se

May 6, 2024 EX-4.2

Form of Subordinated Debt Indenture

Exhibit 4.2 GD CULTURE GROUP LIMITED FORM OF SUBORDINATED INDENTURE Dated as of [ ], 2024 [ ] Trustee TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE 1 SECTION 1.01. Definitions. 1 SECTION 1.02. Other Definitions. 4 SECTION 1.03. Incorporation by Reference of Trust Indenture Act. 4 SECTION 1.04. Rules of Construction. 4 ARTICLE II THE SECURITIES 5 SECTION 2.01. Issuable

May 6, 2024 EX-FILING FEES

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) GD Culture Group Limited (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price (3) Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial effective date Filing Fee Previously Paid In Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to Be Paid Equity Common Stock, par value $0.

April 26, 2024 EX-10.2

Director Offer Letter to Lei Zhang, dated April 26, 2024, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on April 26, 2024 and incorporated herein by reference

Exhibit 10.2 GD Culture Group Limited 22F - 810 Seventh Avenue New York, NY 10019 April 26, 2024 Re: Director Offer Letter Dear Mr. Lei Zhang: GD Culture Group Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your partici

April 26, 2024 EX-10.1

Director Offer Letter to Yun Zhang, dated April 26, 2024, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on April 26, 2024 and incorporated herein by reference

Exhibit 10.1 GD Culture Group Limited 22F - 810 Seventh Avenue New York, NY 10019 April 26, 2024 Re: Director Offer Letter Dear Mr. Yun Zhang: GD Culture Group Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company and we look forward to your partici

April 26, 2024 8-K

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): April 26, 2024 GD Culture Group L

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): April 26, 2024 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.

April 22, 2024 EX-99.1

GDC Enhances TikTok Marketing for Small and Medium-sized Businesses with Comprehensive Service Suite

Exhibit 99.1 GDC Enhances TikTok Marketing for Small and Medium-sized Businesses with Comprehensive Service Suite NEW YORK, April 22, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that the Company has attained significant achievements in expanding market reach for small and medium-si

April 22, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 22, 2024 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.

April 12, 2024 EX-99.1

Revolutionizing Digital Marketing: GDC Unveils Its AI Advertising Solutions

Exhibit 99.1 Revolutionizing Digital Marketing: GDC Unveils Its AI Advertising Solutions NEW YORK, April. 12, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), have unveiled an AI Advertising solution, which offers efficient AI-powered digital marketing content creation and a holistic strategy. The solut

April 12, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): April 12, 2024 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.

April 8, 2024 8-K

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): April 8, 2024 GD Culture Group Li

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): April 8, 2024 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.)

April 8, 2024 EX-99.1

GDC Unveils Its Next Leap into the Fusion of Art and AI-Generated Video Technology with a Captivating Short Film “Forgotten Planet”

Exhibit 99.1 GDC Unveils Its Next Leap into the Fusion of Art and AI-Generated Video Technology with a Captivating Short Film “Forgotten Planet” NEW YORK, April 8, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), unveil their latest venture into the convergence of art and AI technology with the debut o

April 2, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 GD CULTURE GROUP LIMITED (Ex

April 2, 2024 EX-97.1

Policy Relating to Recovery of Erroneously Awarded Compensation

Exhibit 97.1 GD Culture Group Limited Executive Compensation Recovery Policy This policy covers the Covered Officers of GD Culture Group Limited (the “Company”) and explains when the Company will be required or authorized, as applicable, to seek recovery of Incentive Compensation awarded or paid to Covered Officers. Please refer to Exhibit A attached hereto (the “Definitions Exhibit”) for the defi

April 2, 2024 EX-19.1

Insider Trading Policies

Exhibit 19.1 Insider Trading Policy This Insider Trading Policy describes the standards of GD Culture Group Limited and its subsidiaries (the “Company”) on trading, and causing the trading of, the Company’s securities or securities of certain other publicly traded companies while in possession of confidential information. This Policy is divided into two parts: the first part prohibits trading in c

April 2, 2024 EX-21.1

List of Subsidiaries

Exhibit 21.1 Subsidiaries of GD Culture Group Limited Subsidiary Jurisdiction of Incorporation Citi Profit Investment Holding Limited British Virgin Islands Highlights Culture Holding Co., Limited Hong Kong Shanghai Highlight Entertainment Co., Ltd. People’s Republic of China Shanghai Xianzhui Technology Co., Ltd. People’s Republic of China AI Catalysis Corp. Nevada

April 2, 2024 EX-4.1

Description of Securities

Exhibit 4.1 DESCRIPTION OF SECURITIES A summary of the material provisions governing our securities registered pursuant to Section 12(b) of the Exchange Act of 1934, as amended (the “Exchange Act”) is provided below. This summary is not complete and should be read together with our Articles of Incorporation, Certificates of Amendment to Articles of Incorporation and the Second Amended and Restated

April 1, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): March 26, 2024 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.

April 1, 2024 EX-10.2

Consulting Agreement, dated April 1, 2024, between the Company and Corbo Capital Inc.

Exhibit 10.2 CONSULTING SERVICES AGREEMENT THIS AGREEMENT DATED AS OF April 1st, 2024 BETWEEN: GD Culture Group Ltd. A proprietorship registered in the State of Nevada (hereinafter referred to as the “Firm”) -and- Corbo Capital Inc. A corporation registered in the State of Florida (hereinafter referred to as the “Consultant”) A. RECITALS WHEREAS the Firm carries on business as company in the e-com

April 1, 2024 EX-10.1

Consulting Agreement, dated March 26, 2024, between the Company and IR Agency, LLC

Exhibit 10.1 CONSULTING AGREEMENT IR Agency LLC (the “Consultant” or “IR Agency”) is pleased to provide certain consulting services to GD Culture Group Limited (“you,” the “Client” or the “Company”) as more fully described in this agreement (the Agreement”). This Agreement sets forth the terms and conditions pursuant to which the Company engages the Consultant to provide such services. 1. Consulti

April 1, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): March 26, 2024 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.

April 1, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

March 27, 2024 8-K

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): March 27, 2024 GD Culture Group L

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): March 27, 2024 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.

March 27, 2024 EX-99.1

When Art Meets AI: A Revolutionary Dialogue with Digital Human Mona Lisa on Female Empowerment

Exhibit 99.1 When Art Meets AI: A Revolutionary Dialogue with Digital Human Mona Lisa on Female Empowerment NEW YORK, Mar. 27, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC) and its subsidiary, AI Catalysis Corp. (“AI Catalysis”), have unveiled a creative digital artistry project (the “Project”) across various platforms including TikTok, the AI Catalysis We

March 26, 2024 EX-10.2

Form of Securities Purchase Agreement between the Company and certain Purchasers, dated March 22, 2024, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on March 26, 2024

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 22, 2024, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions

March 26, 2024 EX-10.1

Placement Agency Agreement, dated March 22, 2024, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on March 26, 2024 and incorporated herein by reference

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT March 22, 2024 GD Culture Group Limited 22F - 810 Seventh Avenue, New York, NY 10019 Dear Mr. Xiao Jian Wang: This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and GD Culture Group Limited, a Nevada corporation (the “Company”), pursuant to which the Placement Agent shall serve

March 26, 2024 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): March 22, 2024 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.

March 26, 2024 424B5

GD CULTURE GROUP LIMITED 810,277 Shares of Common Stock

Filed pursuant to Rule 424(b)(5) Registration No. 333-254366 PROSPECTUS SUPPLEMENT DATED MARCH 22, 2024 (To Prospectus dated March 26, 2021) GD CULTURE GROUP LIMITED 810,277 Shares of Common Stock This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of 810,277 shares of common stock (the “Common Shares”), par value $0.0001 per share of GD Culture G

March 26, 2024 EX-99.1

GD Culture Group Limited Announces Registered Direct Offering

Exhibit 99.1 GD Culture Group Limited Announces Registered Direct Offering NEW YORK, March 22, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a holding company currently conducting business through its operating subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced that it had entered into a definitive agreement with several investors for the pu

February 27, 2024 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): February 27, 2024 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

February 27, 2024 EX-99.1

GD Culture Group Announces Adjournment of Special Meeting of Stockholders until March 26, 2024

Exhibit 99.1 GD Culture Group Announces Adjournment of Special Meeting of Stockholders until March 26, 2024 NEW YORK, Feb. 27, 2024 (GLOBE NEWSWIRE) - - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”), today announced it adjourned the Special Meeting of Stockholders

January 24, 2024 EX-99.1

GDC’s Exploring the Evolution of AI Influencers: From TikTok Storytelling to Instagram Allure

Exhibit 99.1 GDC’s Exploring the Evolution of AI Influencers: From TikTok Storytelling to Instagram Allure NEW YORK, January 22, 2024 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced the extension of its AI influencers from TikTok to

January 24, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 22, 2024 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 N

January 19, 2024 8-K

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 11, 2024 GD Culture Group

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 11, 2024 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 N

January 17, 2024 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definit

December 29, 2023 8-K

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 29, 2023 GD Culture Grou

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 29, 2023 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

December 20, 2023 EX-99.1

GD Culture Group Unveils its Innovative Marketing Approach, One Story at a Time A Strategic Evolution in the Next Phase of Influencer Marketing: From Virtual Spokesperson to Dynamic Storyteller

Exhibit 99.1 GD Culture Group Unveils its Innovative Marketing Approach, One Story at a Time A Strategic Evolution in the Next Phase of Influencer Marketing: From Virtual Spokesperson to Dynamic Storyteller NEW YORK, December 19, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiary, AI

December 20, 2023 8-K

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 19, 2023 GD Culture Grou

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 19, 2023 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

December 1, 2023 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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): November 29, 2023 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

December 1, 2023 EX-99.2

GD Culture Group’s Portfolio Company DigiTrax Unveils New AI Music Training Model License for Publishers, Composers, Producers, and Beatmakers

Exhibit 99.2 GD Culture Group’s Portfolio Company DigiTrax Unveils New AI Music Training Model License for Publishers, Composers, Producers, and Beatmakers NEW YORK, December 1, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company conducting business through its subsidiary AI Catalysis Corp. (“AI Catalysis”), today announced that its por

December 1, 2023 EX-99.1

From Digital Avatars to AI Agents: GD Culture Group to Expand Its AI Frontier with GPT-4-Powered AI Agent

Exhibit 99.1 From Digital Avatars to AI Agents: GD Culture Group to Expand Its AI Frontier with GPT-4-Powered AI Agent NEW YORK, Nov. 29, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiary, AI Catalysis Corp. (“AI Catalysis”), today announced its pioneering plan to enhance its digita

November 22, 2023 EX-99.3

GD Culture Group’s Portfolio Company DigiTrax Releases its Patented AI Music Production Tool KR38R PRO

Exhibit 99.3 GD Culture Group’s Portfolio Company DigiTrax Releases its Patented AI Music Production Tool KR38R PRO NEW YORK, Nov. 22, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company conducting business through its subsidiaries AI Catalysis Corp. (“AI Catalysis”), today announced that its portfolio company, DigiTrax Entertainment, I

November 22, 2023 8-K

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): November 20, 2023 GD Culture Grou

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): November 20, 2023 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

November 22, 2023 EX-99.1

GD Culture Group Unveils its Transformative and Photorealistic AI-driven Digital Human Technology on TikTok

Exhibit 99.1 GD Culture Group Unveils its Transformative and Photorealistic AI-driven Digital Human Technology on TikTok NEW YORK, Nov. 20, 2023 (GLOBE NEWSWIRE) - - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company currently conducting business through its subsidiaries, AI Catalysis Corp. (“AI Catalysis”), today announced that it has applied cutting-edge AI

November 22, 2023 EX-99.2

GD Culture Group Enters into Memorandum of Understanding with Pier E Media for Expansion into TikTok Agency Business

Exhibit 99.2 GD Culture Group Enters into Memorandum of Understanding with Pier E Media for Expansion into TikTok Agency Business NEW YORK, Nov. 21, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a Nevada holding company conducting business through its subsidiaries AI Catalysis Corp. (“AI Catalysis”), today announced the signing of a Memorandum of Understa

November 20, 2023 DEF 14A

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definit

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LI

November 17, 2023 EX-4.1

Form of Amended and Restated Form of Registered Warrants, filed as Exhibit 4.1 to the current report on Form 8-K filed on November 17, 2023 and incorporate herein by reference

Exhibit 4.1 FORM OF AMENDED AND RESTATED FORM OF COMMON STOCK PURCHASE WARRANT Date of Issuance: November [ ], 2023 (“Issuance Date”) GD Culture Group Limited, a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”), is en

November 17, 2023 EX-10.1

Form of Amendment to the Securities Purchase Agreement, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on November 17, 2023 and incorporated herein by reference

Exhibit 10.1 FORM OF AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of November 17, 2023, is by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

November 17, 2023 8-K

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): November 17, 2023 GD Culture Grou

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): November 17, 2023 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

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-37513 CUSIP NUMBER 19200A105 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: September

November 13, 2023 EX-10.1

Amended and Restated Equity Purchase Agreement, dated November 10, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on November 13, 2023 and incorporated herein by reference

Exhibit 10.1 AMENDED AND RESTATED EQUITY PURCHASE AGREEMENT This Amended and Restated Equity Purchase Agreement (this “Agreement”), dated as of November 10, 2023, is entered into between Beijing Hehe Property Management Co., Ltd., a company established under the rules of the People’s Republic of China (“Seller”), Shanghai Highlight Entertainment Co., Ltd., a company established under the rules of

November 13, 2023 8-K

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): November 10, 2023 GD Culture Grou

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): November 10, 2023 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

November 3, 2023 EX-10.3

Warrant Exchange Agreement, dated November 1, 2023, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on November 3, 2023 and incorporated herein by reference

Exhibit 10.3 WARRANT EXCHANGE AGREEMENT THIS WARRANT EXCHANGE AGREEMENT (this “Agreement”) is made as of the November 1, 2023, by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and [ ] (“Holder”). RECITALS WHEREAS, Holder currently holds a warrant to purchase [ ] shares of the Company’s common stock, par value $0.0001 (the “Common Stock”) at an exercise price of $[ ] p

November 3, 2023 EX-99.2

GD Culture Group Limited Announces Closing of $10 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules

Exhibit 99.2 GD Culture Group Limited Announces Closing of $10 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules NEW YORK, Nov. 03, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a holding company currently conducting business through Shanghai Xianzhui Technology Co., Ltd. (“Shanghai Xianzhui”) and AI Catalysis Corp. (“AI Catalysis

November 3, 2023 8-K

Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

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): October 31, 2023 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 N

November 3, 2023 EX-10.2

Form of Securities Purchase Agreement between the Company and certain Purchasers, dated October 31, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on November 3, 2023 and incorporated herein by reference

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of October 31, 2023, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

November 3, 2023 EX-4.2

Form of Registered Warrants

Exhibit 4.2 FORM OF COMMON STOCK PURCHASE WARRANT Date of Issuance: November 3, 2023 (“Issuance Date”) GD Culture Group Limited, a Nevada corporation (the “Company”), hereby certifies that, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, [●], the registered holder hereof or its permitted assigns (the “Holder”), is entitled, subject to the terms se

November 3, 2023 EX-4.1

Form of Pre-funded Warrants, filed as Exhibit 4.1 to the current report on Form 8-K filed on November 3, 2023 and incorporate herein by reference

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK GD CULTURE GROUP LIMITED Warrant Shares: [number of shares of common stock] Issue Date: November 3, 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter se

November 3, 2023 EX-99.1

GD Culture Group Limited Announces $10 Million Registered Direct Priced At-the-Market Under Nasdaq Rules

Exhibit 99.1 GD Culture Group Limited Announces $10 Million Registered Direct Priced At-the-Market Under Nasdaq Rules NEW YORK, Nov. 1, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”) (Nasdaq: GDC), a holding company currently conducting business through Shanghai Xianzhui Technology Co., Ltd. (“Shanghai Xianzhui”) and AI Catalysis Corp. (“AI Catalysis”), today announced t

November 3, 2023 EX-10.1

Placement Agency Agreement, dated November 1, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on November 3, 2023 and incorporated herein by reference

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT November 1, 2023 GD Culture Group Limited Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road Wan Chai, Hong Kong Dear Mr. Xiao Jian Wang: This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and GD Culture Group Limited, a Nevada corporation (the “Company”), pursuant to which

November 2, 2023 424B5

GD CULTURE GROUP LIMITED 1,436,253 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,876,103 shares of Common Stock Up to 1,876,103 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants Registered Warrants to purchase up t

Filed pursuant to Rule 424(b)(5) Registration No. 333-254366 PROSPECTUS SUPPLEMENT DATED OctoBer 31, 2023 (To Prospectus dated March 26, 2021) GD CULTURE GROUP LIMITED 1,436,253 Shares of Common Stock Pre-Funded Warrants to Purchase up to 1,876,103 shares of Common Stock Up to 1,876,103 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants Registered Warrants to purchase up to 3,312

October 27, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 27, 2023 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 N

October 27, 2023 EX-10.1

Equity Purchase Agreement, dated October 27, 2023

Exhibit 10.1 EQUITY PURCHASE AGREEMENT This Equity Purchase Agreement (this “Agreement”), dated as of October 27, 2023, is entered into between Beijing Hehe Property Management Co., Ltd., a company established under the rules of the People’s Republic of China (“Seller”), Shanghai Highlight Entertainment Co., Ltd., a company established under the rules of the People’s Republic of China (“Buyer”), a

October 16, 2023 8-K

Changes in Registrant's Certifying Accountant

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): October 12, 2023 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 N

October 13, 2023 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

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): October 9, 2023 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

October 13, 2023 EX-16.1

Letter from Enrome LLP addressed to the U.S. Securities and Exchange Commission, dated October 12, 2023

Exhibit 16.1 October 12, 2023 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 Enrome LLP. (“Enrome”) has been furnished with a copy of the disclosures in the Form 8-K for the event that occurred on October 12, 2023 to be filed by Enrome’s former client GD Culture Group Limited (the “Company”). Enrome does not disagree with the Company’s statements regarding Enrome under

September 29, 2023 EX-99.1

GD CULTURE GROUP LIMITED AND SUBSIDIARIES PROFORMA CONDENSED DECONSOLIDATED BALANCE SHEETS AT JUNE 30, 2023

Exhibit 99.1 GD CULTURE GROUP LIMITED AND SUBSIDIARIES PROFORMA CONDENSED DECONSOLIDATED BALANCE SHEETS AT JUNE 30, 2023 less: GDC CONS Highlight Media ADJUSTMENTS GDC DECONS ASSETS CURRENT ASSETS Cash and cash equivalents $ 7,400,739 62,615 - $ 7,338,124 Accounts receivable, net 218,077 68,077 - 150,000 Other receivables, net 1,178,684 78,684 100,000 1,200,000 Prepayments 173,334 303 - 173,031 To

September 29, 2023 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO 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 26, 2023 GD Culture Group Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation

September 26, 2023 EX-10.1

Termination Agreement, dated September 26, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on September 26, 2023 and incorporated herein by reference

Exhibit 10.1 终止协议 TERMINATION AGREEMENT 本终止协议(“本协议”) 由以下各方于2023年9月26日在中华人民共和国(“中国”)上海市签订: THIS TERMINATION AGREEMENT (this “Agreement”), dated as of September 26, 2023, is entered into, in Shanghai, People’s Republic of China (“PRC” or “China”) by and among: 甲方: 上海光点娱乐有限公司 Party A: Shanghai Highlight Entertainment Co., Ltd. 乙方: 上海光点传媒有限公司 Party B: Shanghai Highlight Media Co., Ltd. 丙方: 以下签字的乙方股东 P

September 26, 2023 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 26, 2023 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

September 5, 2023 EX-99.1

GD Culture Group Expands into Livestreaming Interactive Games on TikTok

Exhibit 99.1 GD Culture Group Expands into Livestreaming Interactive Games on TikTok NEW YORK, Sept. 5, 2023 (GLOBE NEWSWIRE) - GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”) and AI Catalysis Corp. (“AI Catalysis”), today announced that AI Catalysis has launched an interactive livestr

September 5, 2023 8-K

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 5, 2023 GD Culture Grou

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 5, 2023 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

August 28, 2023 8-K

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): August 28, 2023 GD Culture Group

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): August 28, 2023 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

August 28, 2023 EX-99.1

GD Culture Group Limited Expands Grids of the Future Portfolio with TikTok to Drive Growth of Live-Streaming E-Commerce Business Segment

Exhibit 99.1 GD Culture Group Limited Expands Grids of the Future Portfolio with TikTok to Drive Growth of Live-Streaming E-Commerce Business Segment NEW YORK, August 28, 2023, (GLOBE NEWSIRE) - GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. and AI Catalysis Corp. (“AI Catalysis”) today announced the lau

August 21, 2023 8-K

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): August 21, 2023 GD Culture Group

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): August 21, 2023 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

August 21, 2023 EX-99.1

GD Culture Group Limited Unveils Rebranding Initiatives Reflecting its Transformation and Focus on Growth and Innovation

Exhibit 99.1 GD Culture Group Limited Unveils Rebranding Initiatives Reflecting its Transformation and Focus on Growth and Innovation NEW YORK, August 21, 2023, (GLOBE NEWSIRE) - GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”), announced today that it has unveiled rebranding initiative

August 14, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITED

June 28, 2023 EX-10.1

Share Purchase Agreement, dated June 26, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on June 28, 2023 and incorporated herein by reference

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this “Agreement”), dated as of June 26, 2023, is entered into among GD Culture Group Limited, a Nevada corporation (“Seller”) and Hao Li (“Buyer”). Capitalized terms used in this Agreement have the meanings given to such terms herein. RECITALS WHEREAS, Seller owns all of the issued and outstanding equity interest in TMSR Holdings

June 28, 2023 8-K

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 26, 2023 GD Culture Group Li

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 26, 2023 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.)

June 27, 2023 EX-10.1

Software Purchase Agreement, dated June 22, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on June 27, 2023 and incorporated herein by reference

Exhibit 10.1 SOFTWARE PURCHASE AGREEMENT This SOFTWARE PURCHASE AGREEMENT (“Agreement”), dated as of June 22, 2023, is made by and between Northeast Management LLC, a company established under the laws of the People’s Republic of China (“Seller”), and GD Culture Group Limited, a Nevada corporation (“Buyer”). WHEREAS, Seller wishes to sell to Buyer, and Buyer wishes to purchase from Seller, all of

June 27, 2023 8-K

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 22, 2023 GD Culture Group Li

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 22, 2023 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.)

June 7, 2023 EX-99.2

GD Culture Group Limited Participates and Presents at BitBlock Summit Held in New York City on June 1, 2023

Exhibit 99.2 GD Culture Group Limited Participates and Presents at BitBlock Summit Held in New York City on June 1, 2023 NEW YORK, June 7, 2023, (GLOBE NEWSIRE)- GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”) today announced that Mr. Xiaojian Wang, the Chief Executive Officer of the C

June 7, 2023 8-K

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 6, 2023 GD Culture Group Lim

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 6, 2023 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.)

June 7, 2023 EX-99.1

GD Culture Group Limited Establishes Subsidiary in New York to Advance Operations and Business Growth

Exhibit 99.1 GD Culture Group Limited Establishes Subsidiary in New York to Advance Operations and Business Growth NEW YORK, June 6, 2023, (GLOBE NEWSIRE) - GD Culture Group Limited (“GDC” or the “Company”), a holding company currently conducting business through Shanghai Highlight Media Co., Ltd. (“Highlight Media”), today announced that on May 18, 2023, it has established a wholly owned subsidia

May 17, 2023 EX-10.2

Form of Amendment to PIPE Securities Purchase Agreement between the Company and certain Purchasers, dated May 16, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on May 17, 2023 and incorporated herein by reference

Exhibit 10.2 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of May 16, 2023, is by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the

May 17, 2023 8-K

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): May 16, 2023 GD Culture Group Lim

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): May 16, 2023 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.)

May 17, 2023 EX-10.1

Form of Amendment to RD Securities Purchase Agreement between the Company and certain Purchasers, dated May 16, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on May 17, 2023 and incorporated herein by reference

Exhibit 10.1 AMENDMENT TO SECURITIES PURCHASE AGREEMENT This Amendment to Securities Purchase Agreement (this “Amendment”), dated as of May 16, 2023, is by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, the

May 17, 2023 EX-4.2

Form of Placement Agent Warrant, filed as Exhibit 4.2 to the current report on Form 8-K filed on May 17, 2023 and incorporate herein by reference

Exhibit 4.2 THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF ONE HUNDRED AND EIGHTY (180) DAYS FOLLOWING THE COMMENCEMENT OF SALES OF THE OFFERING PURSUANT TO THE PROSPECTUS SUPPLEMENT TO THE REGISTRATION STATEMENT OF THE COMPANY’S SECURITIES (FILE NO. 333-254366) AND MAY NOT BE (A) SOLD, TRANSFERRED, ASSIGNED, PLEDGED OR HYPOTHECATED TO ANYONE OTHER THAN UNIVEST S

May 17, 2023 424B5

GD CULTURE GROUP LIMITED 310,168 Shares of Common Stock Pre-Funded Warrants to Purchase up to 844,351 shares of Common Stock Up to 844,351 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-254366 PROSPECTUS SUPPLEMENT (To Prospectus dated March 26, 2021, and Prospectus supplement dated May 1, 2023) GD CULTURE GROUP LIMITED 310,168 Shares of Common Stock Pre-Funded Warrants to Purchase up to 844,351 shares of Common Stock Up to 844,351 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants This Prospectus Supplement

May 17, 2023 EX-4.1

Form of Unregistered Warrant, filed as Exhibit 4.1 to the current report on Form 8-K filed on May 17, 2023 and incorporate herein by reference

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE u.s. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

May 15, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 GD CULTURE GROUP LIMITE

May 4, 2023 8-K

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): May 1, 2023 GD Culture Group Limi

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): May 1, 2023 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.) (

May 4, 2023 EX-99.1

GD Culture Group Limited Announces Closing of $9.55 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules and Private Placement

Exhibit 99.1 GD Culture Group Limited Announces Closing of $9.55 Million Registered Direct Offering Priced At-the-Market Under Nasdaq Rules and Private Placement NEW YORK, May 4, 2023, (GLOBE NEWSIRE)- GD Culture Group Limited (“GDC” or the “Company”, formerly known as JM Global Holding Company, TMSR Holding Company Limited and Code Chain New Continent Limited), a holding company currently conduct

May 4, 2023 EX-10.3

Form of PIPE Securities Purchase Agreement between the Company and certain Purchasers, dated May 1, 2023, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on May 4, 2023 and incorporated herein by reference

Exhibit 10.3 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2023, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

May 4, 2023 EX-10.2

Form of RD Securities Purchase Agreement between the Company and certain Purchasers, dated May 1, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on May 4, 2023 and incorporated herein by reference

Exhibit 10.2 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 1, 2023, between GD Culture Group Limited, a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditions set

May 4, 2023 424B5

GD CULTURE GROUP LIMITED 310,168 Shares of Common Stock Pre-Funded Warrants to Purchase up to 844,351 shares of Common Stock Up to 844,351 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants

Filed pursuant to Rule 424(b)(5) Registration No. 333-254366 PROSPECTUS SUPPLEMENT DATED MAY 1, 2023 (To Prospectus dated March 26, 2021) GD CULTURE GROUP LIMITED 310,168 Shares of Common Stock Pre-Funded Warrants to Purchase up to 844,351 shares of Common Stock Up to 844,351 Shares of Common Stock issuable upon exercise of Pre-Funded Warrants This prospectus supplement and the accompanying base p

May 4, 2023 EX-4.2

Form of Unregistered Warrants

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE u.s. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE RE

May 4, 2023 EX-10.1

Form of Placement Agency Agreement, dated May 1, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on May 4, 2023 and incorporated herein by reference

Exhibit 10.1 PLACEMENT AGENCY AGREEMENT May 1, 2023 GD Culture Group Limited Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road Wan Chai, Hong Kong Dear Mr. Xiao Jian Wang: This letter (the “Agreement”) constitutes the agreement by and between Univest Securities, LLC (“Univest” or the “Placement Agent”) and GD Culture Group Limited, a Nevada corporation (the “Company”), pursuant to which the P

May 4, 2023 EX-4.1

Form of Pre-funded Warrants, filed as Exhibit 4.1 to the current report on Form 8-K filed on May 4, 2023 and incorporate herein by reference

Exhibit 4.1 PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK GD CULTURE GROUP LIMITED Warrant Shares: [number of shares of common stock] Issue Date: May [], 2023 THIS PRE-FUNDED WARRANT TO PURCHASE COMMON STOCK (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

April 21, 2023 EX-10.1

Employment agreement between GD Culture Group Limited and Xiao Jian Wang, dated April 21, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on April 21, 2023 and incorporated herein by reference

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 21, 2023 (the “Effective Date”), by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and Xiao Jian Wang, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to

April 21, 2023 8-K

Form 8-K

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): April 21, 2023 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.

April 21, 2023 EX-10.2

Employment agreement between GD Culture Group Limited and Zihao Zhao, dated April 21, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on April 21, 2023 and incorporated herein by reference

Exhibit 10.2 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of April 21, 2023 (the “Effective Date”), by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and Zihao Zhao, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all

March 31, 2023 EX-21.1

List of Subsidiaries

EXHIBIT 21.1 Subsidiaries of GD Culture Group Limited Subsidiary Jurisdiction of Incorporation Citi Profit Investment Holding Limited British Virgin Islands Highlights Culture Holding Co., Limited Hong Kong TMSR Holdings Limited Hong Kong Shanghai Highlight Entertainment Co., Ltd. People’s Republic of China Makesi Iot Technology (Shanghai) Co., Ltd. People’s Republic of China VIE Shanghai Highligh

March 31, 2023 EX-4.5

Description of Securities

EXHIBIT 4.5 DESCRIPTION OF SECURITIES Description of Capital Stock General The following description of our capital stock does not purport to be complete and is subject to and qualified in its entirety by our certificate of incorporation, our bylaws and by the applicable provisions of Nevada law. Our authorized capital stock consists of 220,000,000 shares, par value $0.0001 per share, consisting o

March 31, 2023 10-K

Form 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 GD CULTURE GROUP LIMITED (Ex

March 16, 2023 SC 13D/A

US19200A2042 / TMSR HOLDING CO LTD / Xu Wei - AMENDMENT NO. 1 TO SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No.1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 GD Culture Group Limited (Name of Company) Common Stock, $0.0001 Par Value (Title of Class of Securities) 19200A 204 (CUSIP Number) Wei Xu c/o GD Culture Group Limited Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road Wan Chai, Hong Kong +852-9579107

March 13, 2023 8-K

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): March 9, 2023 GD Culture Group Li

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): March 9, 2023 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.)

February 28, 2023 8-K

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): February 27, 2023 GD Culture Grou

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): February 27, 2023 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

February 28, 2023 EX-10.1

Agreement to Assign Technical Consultation and Service Agreement, by and between Makesi IoT Technology (Shanghai) Co., Ltd. and Shanghai Highlight Media Co., Ltd., dated February 27, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on February 27, 2023 and incorporated herein by reference

Exhibit 10.1 技术咨询与服务协议之让与协议 AGREEMENT TO ASSIGN TECHNICAL CONSULTATION AND SERVICE AGREEMENT 本技术咨询与服务协议之让与协议(“本协议”)于2023年 2月27日在中华人民共和国(“PRC”或“中国”)上海市由下列各方签署: THIS AGREEMENT TO ASSIGN TECHNICAL CONSULTATION AND SERVICE AGREEMENT (this “Agreement”) is dated February 27, 2023, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among: 甲方: 马可思物联技术(上海)有限公司 Party A: Ma

February 28, 2023 EX-10.2

Agreement to Assign Equity Pledge Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated February 27, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on February 27, 2023 and incorporated herein by reference

Exhibit 10.2 股权处分合同之让与协议 AGREEMENT TO ASSIGN EQUITY OPTION AGREEMENT 本股权处分合同之让与协议(“本协议”)于2023年 2月27日在中华人民共和国(“PRC”或“中国”)上海市由下列各方签署: THIS AGREEMENT TO ASSIGN EQUITY OPTION AGREEMENT (this “Agreement”) is dated February 27, 2023, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among: 甲方: 马可思物联技术(上海)有限公司 Party A: Makesi IoT Technology (Shanghai) Co., Ltd. 地址: 上海市

February 28, 2023 EX-10.4

Agreement to Assign Voting Rights Proxy and Financial Support Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated February 27, 2023, filed as exhibit 10.4 to the Current Report on Form 8-K of the Company filed on February 27, 2023 and incorporated herein by reference

Exhibit 10.4 股东表决权委托及财务支持协议之让与协议 AGREEMENT TO ASSIGN VOTING RIGHTS PROXY AND FINACIAL SUPPORTING AGREEMENT 本股东表决权委托及财务支持协议(“本协议”)于2023年 2月27日在中华人民共和国(“PRC”或“中国”)上海市由下列各方签署: THIS AGREEMENT TO ASSIGN VOTING RIGHTS PROXY AND FINACIAL SUPPORTING AGREEMENT (this “Agreement”) is dated February 27, 2023, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among: 甲方: 马可思物

February 28, 2023 EX-10.3

Agreement to Assign Equity Option Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated February 27, 2023, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on February 27, 2023 and incorporated herein by reference

Exhibit 10.3 股权质押合同之让与协议 AGREEMENT TO ASSIGN EQUITY PLEDGE AGREEMENT 本股权质押合同之让与协议(“本协议”)于2023年 2月27日在中华人民共和国(“PRC”或“中国”)上海市由下列各方签署: THIS AGREEMENT TO ASSIGN EQUITY PLEDGE AGREEMENT (this “Agreement”) is dated February 27, 2023, and is entered into in Shanghai, People’s Republic of China (“PRC” or “China”) by and among: 甲方: 马可思物联技术(上海)有限公司 Party A: Makesi IoT Technology (Shanghai) Co., Ltd. 地址: 上海市

February 17, 2023 8-K

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): February 17, 2023 GD Culture Grou

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): February 17, 2023 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

February 17, 2023 EX-10.1

Director Offer Letter to Yi Zhong, dated February 17, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on February 17, 2023 and incorporated herein by reference

Exhibit 10.1 GD CULTURE GROUP LIMITED Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road Wan Chai, Hong Kong February 17, 2023 Re: Director Offer Letter Dear Mr. Yi Zhong: GD Culture Group Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Company an

February 17, 2023 SC 13D

US19200A2042 / TMSR HOLDING CO LTD / Yu Hongxiang - SCHEDULE 13D Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 GD Culture Group Limited (Name of Issuer) Common Stock (Title of Class of Securities) 19200A204 (CUSIP Number) Hongxiang Yu c/o GD Culture Group Limited Flat 1512, 15F, Lucky Centre No.165-171 Wan Chai Road Wan Chai, Hong Kong +852-95791074 (Name, Address and Telephone Num

February 9, 2023 EX-10.2

Director Offer Letter to Shuaiheng Zhang, dated February 9, 2023, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on February 9, 2023 and incorporated herein by reference

Exhibit 10.2 GD CULTURE GROUP LIMITED Flat 1512, 15F, Lucky Centre, No.165-171 Wan Chai Road Wan Chai, Hong Kong February 9, 2023 Re: Director Offer Letter Dear Mr. Shuaiheng Zhang: GD Culture Group Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a significant asset to the Comp

February 9, 2023 8-K

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): February 9, 2023 GD Culture Group

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): February 9, 2023 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 N

February 9, 2023 EX-10.1

Employment Agreement between the Company and Lu Cai, dated February 9, 2023, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on February 9, 2023 and incorporated herein by reference

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the “Agreement”), is entered into as of February 9, 2023 (the “Effective Date”), by and between GD Culture Group Limited, a Nevada corporation (the “Company”), and Lu Cai, an individual (the “Executive”). Except with respect to the direct employment of the Executive by the Company, the term “Company” as used herein with respect to all ob

January 10, 2023 8-K

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 10, 2023 GD Culture Group

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 10, 2023 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 N

January 10, 2023 EX-3.2

Second Amended and Restated Bylaws, filed as exhibit 3.2 to the current report on Form 8-K filed on January 10, 2023 and incorporated herein by reference

Exhibit 3.2 SECOND AMENDED AND RESTATED BYLAWS OF GD CULTURE GROUP LIMITED (the “Corporation”) Adopted on January 10, 2023 ARTICLE I OFFICES 1.1 Registered Office. The registered office and registered agent of the Corporation shall be as from time to time set forth in the Corporation’s Articles of Incorporation. 1.2 Other Offices. The Corporation may also have offices at such other places, both wi

January 10, 2023 EX-3.1

Certificate of Amendment to Articles of Incorporation, filed as exhibit 3.1 to the Current Report on Form 8-K of the Company filed on January 10, 2023 and incorporated herein by reference

Exhibit 3.1

December 20, 2022 8-K

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 20, 2022 Code Chain New

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 20, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissi

December 20, 2022 DEF 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

DEF 14C 1 def14c1222codechain.htm DEFINITVE INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☐ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

December 9, 2022 PRE 14C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. )

PRE 14C 1 ea169899-pre14ccodechain.htm PRELIMINARY INFORMATION STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14C INFORMATION Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934 (Amendment No. ) Check the appropriate box: ☒ Preliminary Information Statement ☐ Confidential, for Use of the Commission Only (as permitted by

November 28, 2022 8-K

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): November 28, 2022 Code Chain New

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): November 28, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissi

November 18, 2022 DEF 14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definit

November 14, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 CODE CHAIN NEW CONT

November 10, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): November 10, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissi

November 8, 2022 8-K

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): November 4, 2022 Code Chain New C

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): November 4, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

November 8, 2022 EX-3.1

Certificate of Amendment to Articles of Incorporation, filed as exhibit 3.1 to the Current Report on Form 8-K of the Company filed on November 8, 2022 and incorporated herein by reference

Exhibit 3.1

November 3, 2022 8-K

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): November 2, 2022 Code Chain New C

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): November 2, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

October 21, 2022 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2021

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 AMENDMENT NO.1 TO FORM 8K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 18, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorpor

October 18, 2022 8-K

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): October 18, 2021 Code Chain New C

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): October 18, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

October 11, 2022 8-K

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): October 11, 2022 Code Chain New C

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): October 11, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

October 11, 2022 EX-16.1

Letter from WWC, P.C. addressed to the U.S. Securities and Exchange Commission

Exhibit 16.1 October 11, 2022 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549 WWC, P.C. (?WWC?) has been furnished with a copy of the disclosures in the Form 8-K for the event that occurred on October 11, 2021 to be filed by WWC?s former client Code Chain New Continent Limited (the ?Company?). WWC does not disagree with the Company?s statements regarding WWC under Item

October 5, 2022 EX-10.5

Employment Agreement between the Company and Hongxiang Yu, dated October 4, 2022, filed as exhibit 10.5 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.5 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of October 4, 2022 (the ?Effective Date?), by and between Code Chain New Continent Limited, a Nevada corporation (the ?Company?), and Hongxiang Yu, an individual (the ?Executive?). Except with respect to the direct employment of the Executive by the Company, the term ?Company? as used herein with resp

October 5, 2022 EX-10.3

Equity Option Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated September 16, 2022, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.3 ?????? Equity Option Agreement ??????????????????????2022?9?16??????????????????????? This Equity Option Agreement (this ?Agreement?) is executed by and among the following Parties as of September 16, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology (Shanghai) Co., Ltd. ??? ??????????2020?502A40? Address: Room

October 5, 2022 EX-10.6

Employment Agreement between the Company and Shuang Zhang, dated October 4, 2022, filed as exhibit 10.6 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.6 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of October 4, 2022 (the ?Effective Date?), by and between Code Chain New Continent Limited, a Nevada corporation (the ?Company?), and Hongxiang Yu, an individual (the ?Executive?). Except with respect to the direct employment of the Executive by the Company, the term ?Company? as used herein with resp

October 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 16, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commiss

October 5, 2022 EX-10.1

Technical Consultation and Service Agreement, by and between Makesi IoT Technology (Shanghai) Co., Ltd. and Shanghai Highlight Media Co., Ltd., dated September 16, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.1 ????????? Technical Consultation and Service Agreement ???????????????????????????2022?9?16??????????????????????: This Technical Consultation and Service Agreement (this ?Agreement?) is made and entered into by and between the following parties on September 16, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology

October 5, 2022 EX-10.4

Voting Rights Proxy and Financial Support Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated September 16, 2022, filed as exhibit 10.4 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.4 ?????????????? Voting Rights Proxy and Financial Supporting Agreement ???????????????(????????)?2022?9?16??????????????????????? This Voting Rights Proxy and Financial Supporting Agreement (the ?Agreement?) is executed by and among the following Parties as of September 16, 2022 in Shanghai the People?s Republic of China (?China? or the ?PRC?): ??? ???? Party A: The undersigned shareho

October 5, 2022 EX-10.2

Equity Pledge Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated September 16, 2022, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on October 5, 2022 and incorporated herein by reference

Exhibit 10.2 ?????? Equity Pledge Agreement ??????????????????????2022?9?16??????????????????????? This Equity Pledge Agreement (this ?Agreement?) has been executed by and among the following parties on September 16, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology (Shanghai) Co., Ltd. ??? ??????????2020?502A40? Address: Ro

September 30, 2022 EX-10.1

Termination Agreement by and among Makesi IoT Technology (Shanghai) Co., Ltd., Sichuan Wuge Network Games Co., Ltd. and the shareholders of Sichuan Wuge Network Games Co., Ltd., dated September 28, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on September 30, 2022 and incorporated herein by reference

Exhibit 10.1 ???? TERMINATION AGREEMENT ???????????? ??????2022?9?28????????????????????: THIS TERMINATION AGREEMENT (this ?Agreement?), dated as of September 28, 2022, is entered into, in Shanghai, People?s Republic of China (?PRC? or ?China?) by and among: ??? ??????????????? ??? ??????????2020?502A40? Party A: Makesi IoT Technology (Shanghai) Co., Ltd. Address: Room 502A40, No 2020 Zhongshanxi

September 30, 2022 EX-99.1

CODE CHAIN NEW CONTINENT LIMITED AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED DECONSOLIDATED BALANCE SHEETS AT JUNE 30, 2022

Exhibit 99.1 CODE CHAIN NEW CONTINENT LIMITED AND SUBSIDIARIES UNAUDITED PRO FORMA CONDENSED DECONSOLIDATED BALANCE SHEETS AT JUNE 30, 2022 CCNC less: CCNC CONS WUGE ADJUSTMENTS DECONS ASSETS CURRENT ASSETS Cash and cash equivalents $ 13,283,031 13,080,250 - $ 202,781 Other receivables, net 845,858 2,700,627 1,925,919 71,150 Other receivable - related party 391,347 391,347 - - Inventories 6,494 6,

September 30, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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 28, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commiss

September 26, 2022 8-K

Financial Statements and Exhibits, Other Events

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 26, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commiss

September 20, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

September 19, 2022 EX-10.2

Director Offer Letter to Junhong He, dated September 19, 2022, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on September 19, 2022 and incorporated herein by reference

Exhibit 10.2 CODE CHAIN NEW CONTINENT LIMITED No 119 South Zhaojuesi Road 2nd Floor, Room 1 Chenghua District, Chengdu, Sichuan, China September 15, 2022 Re: Director Offer Letter Dear Ms. Junhong He: Code Chain New Continent Limited, a Nevada corporation (the ?Company? or ?we?), is pleased to offer you a position as a Director of the Company. We believe your background and experience will be a si

September 19, 2022 EX-10.1

Share Purchase Agreement by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Highlight Media Co., Ltd. and the shareholders of Shanghai Highlight Media Co., Ltd., dated September 16, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on September 19, 2022 and incorporated herein by reference

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this ?Agreement?), dated as of September 16, 2022, is entered into among Shanghai Highlight Media Co., Ltd., a PRC limited liability company (the ?Target?), the sellers listed in Exhibit A (each a ?Seller,? and collectively the ?Sellers?) and Code Chain New Continent Limited, a company incorporated under the laws of the State of

September 19, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Entry into a Material Definitive Agreement

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 15, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commiss

September 19, 2022 EX-10.3

Director Offer Letter to Jing Zhang, dated September 19, 2022, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on September 19, 2022 and incorporated herein by reference

EX-10.3 4 ea165986ex10-3codechain.htm DIRECTOR OFFER LETTER TO JING ZHANG, DATED SEPTEMBER 15, 2022 Exhibit 10.3 CODE CHAIN NEW CONTINENT LIMITED No 119 South Zhaojuesi Road 2nd Floor, Room 1 Chenghua District, Chengdu, Sichuan, China September 15, 2022 Re: Director Offer Letter Dear Ms. Jing Zhang: Code Chain New Continent Limited, a Nevada corporation (the “Company” or “we”), is pleased to offer

September 9, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

August 22, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 CODE CHAIN NEW CONTINENT

August 15, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: April 30, 2025 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-37513 CUSIP NUMBER 19200A105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: June 30, 2

June 27, 2022 EX-10.1

Technical Consultation and Service Agreement, by and between Makesi IoT Technology (Shanghai) Co., Ltd. and Shanghai Yuanma Food and Beverage Management Co., Ltd., dated June 21, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on June 27, 2022 and incorporated herein by reference

Exhibit 10.1 ????????? Technical Consultation and Service Agreement ???????????????????????????2022?6?21??????????????????????: This Technical Consultation and Service Agreement (this ?Agreement?) is made and entered into by and between the following parties on June 21, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology (Shan

June 27, 2022 EX-10.2

Equity Pledge Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Yuanma Food and Beverage Management Co., Ltd. and the shareholders of Shanghai Yuanma Food and Beverage Management Co., Ltd., dated June 21, 2022, filed as exhibit 10.2 to the Current Report on Form 8-K of the Company filed on June 27, 2022 and incorporated herein by reference

Exhibit 10.2 ?????? Equity Pledge Agreement ??????????????????????2022?6?21??????????????????????? This Equity Pledge Agreement (this "Agreement") has been executed by and among the following parties on June 21, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology (Shanghai) Co., Ltd. ??? ??????????2020?502A40? Address: Room 50

June 27, 2022 EX-10.3

Equity Option Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Yuanma Food and Beverage Management Co., Ltd. and the shareholders of Shanghai Yuanma Food and Beverage Management Co., Ltd., dated June 21, 2022, filed as exhibit 10.3 to the Current Report on Form 8-K of the Company filed on June 27, 2022 and incorporated herein by reference

Exhibit 10.3 ?????? Equity Option Agreement ??????????????????????2022?6?21??????????????????????? This Equity Option Agreement (this "Agreement") is executed by and among the following Parties as of June 21, 2022 in Shanghai, the People?s Republic of China (?China? or the ?PRC?): ??? ??????????????? Party A: Makesi IoT Technology (Shanghai) Co., Ltd. ??? ??????????2020?502A40? Address: Room 502A4

June 27, 2022 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

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 21, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission F

June 27, 2022 EX-10.4

Voting Rights Proxy and Financial Support Agreement, by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Yuanma Food and Beverage Management Co., Ltd. and the shareholders of Shanghai Yuanma Food and Beverage Management Co., Ltd., dated June 21, 2022, filed as exhibit 10.4 to the Current Report on Form 8-K of the Company filed on June 27, 2022 and incorporated herein by reference

Exhibit 10.4 ?????????????? Voting Rights Proxy and Financial Supporting Agreement ???????????????(????????)?2022?6?21??????????????????????? This Voting Rights Proxy and Financial Supporting Agreement (the ?Agreement?) is executed by and among the following Parties as of June 21, 2021 in Shanghai the People?s Republic of China (?China? or the ?PRC?): ??? ???? Party A: The undersigned shareholders

June 13, 2022 8-K

Submission of Matters to a Vote of Security Holders

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 13, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission F

May 25, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 16, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 CODE CHAIN NEW CONTINEN

May 13, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

May 6, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): May 5, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission Fil

April 14, 2022 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): April 14, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission

April 14, 2022 EX-10.1

Share Purchase Agreement by and among Makesi IoT Technology (Shanghai) Co., Ltd., Shanghai Yuanma Food and Beverage Management Co., Ltd. and the shareholders of Shanghai Yuanma Food and Beverage Management Co., Ltd., dated April 14, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on April 14, 2022 and incorporated herein by reference

Exhibit 10.1 SHARE PURCHASE AGREEMENT This Share Purchase Agreement (this "Agreement"), dated as of April 14, 2022, is entered into among Shanghai Yuanma Food and Beverage Management Co., Ltd., a PRC limited liability company (the ?Target?), the sellers listed in Exhibit A (each a ?Seller,? and collectively the ?Sellers?) and Code Chain New Continent Limited, a company incorporated under the laws

April 5, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): April 5, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission F

April 5, 2022 EX-10.1

Employment Agreement between the Company and Xiangtian Zhu, dated April 5, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on April 5, 2022 and incorporated herein by reference

Exhibit 10.1 EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (the ?Agreement?), is entered into as of April 5, 2022 (the ?Effective Date?), by and between Code Chain New Continent Limited, a Nevada corporation (the ?Company?), and Tianxiang Zhu, an individual (the ?Executive?). Except with respect to the direct employment of the Executive by the Company, the term ?Company? as used herein with respe

March 31, 2022 EX-21.1

List of Subsidiaries

Exhibit 21.1 Code Chain New Continent Limited Subsidiaries of the Registrant Subsidiary Jurisdiction of Incorporation Code Chain New Continent Limited Nevada Citi Profit Investment Holding Limited British Virgin Islands TMSR Holdings Limited Hong Kong Makesi Iot Technology (Shanghai) Co., Ltd. People?s Republic of China VIE Sichuan Wuge Network Games Co., Ltd. People?s Republic of China

March 31, 2022 EX-10.42

Voting-in-Concert Agreement by and between Wei Xu and Yimin Jin, dated July 26, 2021

Exhibit 10.42 VOTING-IN-CONCERT AGREEMENT This Voting-in-Concert Agreement is executed by the following parties: Party A: JIN, Yimin Address: No 119 South Zhaojuesi Road 2nd Floor, Room 1 Chenghua District, Chengdu, Sichuan, China 610047 Party B: XU, Wei Address: No 119 South Zhaojuesi Road 2nd Floor, Room 1 Chenghua District, Chengdu, Sichuan, China 610047 (collectively, the ?Parties? and each a

March 31, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-37513 CODE CHAIN NEW CONTINENT LIM

March 7, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): March 7, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commission F

February 24, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): February 23, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissi

February 24, 2022 EX-10.1

Termination Agreement dated February 23, 2022, filed as exhibit 10.1 to the Current Report on Form 8-K of the Company filed on February 24, 2022 and incorporated herein by reference

Exhibit 10.1 TERMINATION AGREEMENT This Termination Agreement is dated February 23, 2022 (this ?Agreement?), by and among Code Chain New Continent Limited, a Nevada corporation (collectively with its subsidiaries and affiliates, including, without limitation, all entities disclosed or described in the Registration Statement as being subsidiaries or affiliates of the Company, the ?Company?), and Wa

February 14, 2022 SC 13G/A

CCNC / Code Chain New Continent Ltd / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 19200A105 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* Code Chain New Continent Limited (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 19200A105 (

January 21, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 21, 2022 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

January 4, 2022 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8K 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 31, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

December 14, 2021 EX-99.2

Code Chain New Continent Limited Announces Withdrawal of Proposed Public Offering

Exhibit 99.2 Code Chain New Continent Limited Announces Withdrawal of Proposed Public Offering NEW YORK, December 13, 2021 - Code Chain New Continent Limited (the ?Company,? or ?Code Chain? or ?We?) (NASDAQ: CCNC), a vertically integrated cryptocurrency miner has determined that given the market conditions it is not in the best interest of the Company and its shareholders to raise equity capital a

December 14, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 9, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

December 14, 2021 EX-99.1

Code Chain New Continent Limited Announces Proposed Underwritten Public Offering of Common Stock and Warrants

Exhibit 99.1 Code Chain New Continent Limited Announces Proposed Underwritten Public Offering of Common Stock and Warrants NEW YORK, Dec. 9, 2021 /PRNewswire/ - Code Chain New Continent Limited (the ?Company,? or ?Code Chain? or ?We?) (NASDAQ: CCNC), a vertically integrated cryptocurrency miner, today announced that it intends to offer shares of common stock and warrants to purchase common stock i

December 10, 2021 DEFA14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definit

December 10, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 CODE

December 10, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSIT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No.1) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513

December 7, 2021 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

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 7, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

December 7, 2021 EX-99.1

Code Chain New Continent Announces Pre-Commitment for Bitcoin Mining Farm Expansion for 10,000 units Capacity

Exhibit 99.1 Code Chain New Continent Announces Pre-Commitment for Bitcoin Mining Farm Expansion for 10,000 units Capacity NEW YORK, Dec. 7, 2021 /PRNewswire/ - Code Chain New Continent Limited (the "Company" or "Code Chain") (NASDAQ: CCNC), a vertically integrated cryptocurrency miner, today provided a business update for key operational developments. The Company plans to expand its mining operat

December 7, 2021 DEF 14A

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2)) ? Definitive Proxy Statement ? Definit

December 6, 2021 8-K

Financial Statements and Exhibits, Other Events

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 5, 2021 Code Chain New Continent Limited (Exact name of Company as specified in charter) Nevada 001-37513 47-3709051 (State or other jurisdiction of incorporation) (Commissio

December 6, 2021 EX-10.1

Waiver between Code Chain New Continent Limited and Univest Securities, LLC, dated December 5, 2021

Exhibit 10.1 WAIVER This Waiver, dated as of December 5th, 2021 (the "Waiver"), is made by and between Code Chain New Continent Limited (the ?Company?) and Univest Securities, LLC ("Univest"), and together with the Company, the ?Parties?). Capitalized terms used and not defined in this Waiver have the respective meanings assigned to them in the Placement Agent Agreement (as defined below). WHEREAS

November 22, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ☐ TRANSITION REPORT PURSUANT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-37513 CODE CHAIN NEW CONT

November 16, 2021 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB APPROVAL OMB Number: 3235-0058 Expires: February 28, 2022 Estimated average burden hours per response ... 2.50 SEC FILE NUMBER 001-37513 CUSIP NUMBER 19200A105 (Check one): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: Septemb

November 4, 2021 EX-99.1

Code Chain New Continent Announces Major Order Agreement with AGMH for Mining Operation Expansion

EX-99.1 2 ea149842ex99-1codechain.htm PRESS RELEASE - CODE CHAIN NEW CONTINENT ANNOUNCES MAJOR ORDER AGREEMENT WITH AGMH FOR MINING OPERATION EXPANSION Exhibit 99.1 Code Chain New Continent Announces Major Order Agreement with AGMH for Mining Operation Expansion NEW YORK, November 02, 2021 - Code Chain New Continent Limited (the “Company” or “Code Chain”) (NASDAQ: CCNC), a vertically integrated cr

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