Gd Culture Group Limited美股招股说明书(2023-11-02版)

1,436,253 Shares of Common StockPre-Funded Warrants to Purchase up to 1,876,103 shares of Common StockUp to 1,876,103 Shares of Common Stock issuable upon exercise of Pre-Funded WarrantsRegistered Warrants to purchase up to 3,312,356 Shares of Common StockUp to 3,312,356 Shares of Common Stock issuable upon exercise of Registered Warrants This prospectus supplement and the accompanying base prospectus relates to an offering of an aggregate of(i) 1,436,253 shares of common stock (the “Common Shares”), par value $0.0001 per share, (ii) pre-fundedwarrants to purchase up to an aggregate of 1,876,103 shares of common stock (the “Pre-funded Warrants”)(and the shares of common stock that are issuable from time to time upon exercise of the Pre-fundedWarrants (the “Pre-funded Warrant Shares”)) to certain investors whose purchase of our shares in thisoffering would otherwise result in such investor, together with its affiliates and certain related parties,beneficially owning more than 4.99% (or, at the election of such investor, 9.99%) of our outstanding sharesimmediately following the consummation of this offering, and (iii) warrants to purchase up to an aggregateof 3,312,356 shares of common stock (the “Registered Warrants”) (and the shares of common stock that areissuable from time to time upon exercise of the Registered Warrants (the “Registered Warrant Shares”)) ofGD Culture Group Limited (the “Company”, “we”, “us” or “our”). The purchase price of each CommonShare is $3.019. The purchase price of each Pre-funded Warrant is $3.018, which equals the price perCommon Share being sold to the public in this offering, minus $0.001. The Pre-funded Warrants will beexercisable immediately after issuance and will expire five (5) years from the date of issuance. TheRegistered Warrants will be exercisable immediately and will expire five (5) years from the date ofissuance. We will pay all of the expenses incident to the registration, offering and sale of the shares of commonstock, the Pre-funded Warrants, and the Registered Warrants under this prospectus supplement and theaccompanying base prospectus. The sales of our Common Shares, the Pre-funded Warrants, the Pre-funded Warrants Shares, the RegisteredWarrants, and the Registered Warrant Shares are made in accordance with certain Securities PurchaseAgreement, dated as of October 31, 2023 by and among us and the investors named therein (the “SecuritiesPurchase Agreement”). 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. Our common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol “GDC.” OnOctober 31, 2023, the last reported sales price of our common stock on Nasdaq was $2.98. There is noestablished trading market for the Pre-funded Warrants and the Registered Warrants and we do not intendto list the Pre-funded Warrants and Registered Warrants on any securities exchange or nationallyrecognized trading system. 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 of common stock and the shares underlying the Pre-funded Warrants and Registered Warrants offered in thisoffering 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 PRCsubsidiaries 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,sinceth