Gd Culture Group Limited美股招股说明书(2024-03-26版)

810,277 Shares of Common Stock This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of810,277 shares of common stock (the “Common Shares”), par value $0.0001 per share of GD CultureGroup Limited (the “Company”, “we”, “us” or “our”). The purchase price of each Common Share is$1.144. We will pay all of the expenses incident to the registration, offering and sale of the shares of common stockunder this prospectus supplement and the accompanying base prospectus. The sales of our Common Shares are made in accordance with certain Securities Purchase Agreement,dated as of March 22, 2024 by and among us and the investors named therein (the “Securities PurchaseAgreement”). We have retained Univest Securities, LLC (the “Placement Agent” or “Univest”) as our placement agent touse its “reasonable best efforts” to solicit offers to purchase our shares of common stock in this offering.The Placement Agent has no obligation to buy any of the securities from us or to arrange for the purchaseor sale of any specific number or dollar amount of securities. We entered into a placement agencyagreement (the “Placement Agency Agreement”) with the Placement Agent, pursuant to which theCompany issues warrants to the Placement Agent to purchase up to 40,514 shares of Common Stock (equalto 5.0% of the aggregate number of Common Shares sold in this offering) at an exercise price of $1.373 pershare, which equals to one hundred twenty percent (120%) of the offering price (the “Placement AgentWarrants”). The Placement Agent Warrants and the common stock underlying the Placement AgentWarrants were not registered under the Securities Act, pursuant to the registration statement of which thisSupplement and the Prospectus form a part and were not offered pursuant to this Supplement and theProspectus. The Placement Agent Warrants were issued pursuant to an exemption from the registrationrequirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation Dpromulgated thereunder. We have also agreed to pay the Placement Agent a cash fee equal to 4.0% of theaggregate gross proceeds raised in this offering. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GDC.” On March21, 2024, the last reported sales price of our common stock on Nasdaq was $1.41. We are a holding company incorporated in Nevada. As a holding company with limited operations of ourown, we conduct a substantial majority of our operations through our operating subsidiaries. Our shares ofcommon stock in this offering are shares of our holding company instead of shares of our subsidiaries. We are subject to certain legal and operational risks associated with being based in China. The PRC lawsand regulations governing our current business operations are sometimes vague and uncertain, and as aresult these risks may result in material changes in the operations of the PRC subsidiaries, significantdepreciation of the value of our common stock, or a complete hindrance of our ability to offer or continueto offer our securities to investors. Recently, the PRC government adopted a series of regulatory actionsand issued statements to regulate business operations in China, including cracking down on illegal activitiesin the securities market, enhancing supervision over China-based companies listed overseas using variableinterest entity structure, adopting new measures to extend the scope of cybersecurity reviews, andexpanding the efforts in anti-monopoly enforcement. As of the date of this prospectus supplement, our PRC subsidiaries have not been involved in any investigations on cybersecurity review initiated by any PRCregulatory authority, nor have any of them received any inquiry, notice or sanction. As of the date of thisprospectus supplement, there are currently no relevant laws or regulations in the PRC that prohibitcompanies whose entity interests are within the PRC from listing on overseas stock exchanges. However,sincethese statements and regulatory actions are newly published,official guidance and relatedimplementation rules have not been issued. It is highly certain what the potential impact such modified ornew laws and regulations will have on our daily business operation, the ability to accept foreigninvestments and our ability to continue our listing on an U.S. exchange. On February 17, 2023, the CSRC released the Trial Administrative Measures for Administration ofOverseas Securities Offerings and Listings by Domestic Companies (the “Trial Measures”) and fivesupporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domesticcompanies that seek to offer or list securities overseas, both directly and indirectly, should fulfill the filingprocedures and report relevant information to the CSRC. If a domestic company fails to complete the filingprocedures or conceals any material fact or falsifies any major content in its fil