Gd Culture Group Limited 2023年度报告

Form 10-K(Amendment No.1) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission file number: 001-37513 Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of theSecurities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section15(d) of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements forthe past 90 days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data Filerequired to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during thepreceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of“largeaccelerated filer,”“accelerated filer,”“smaller reporting company,”and“emerging growthcompany” in Rule 12b-2 of the Exchange Act. Large acceleratedfiler☐Non-acceleratedfiler☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extendedtransition period for complying with any new or revised financial accounting standards provided pursuantto Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’sassessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued itsaudit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether thefinancial statements of the registrant included in the filing reflect the correction of an error to previouslyissued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recoveryanalysis of incentive-based compensation received by any of the registrant’s executive officers during therelevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ As of June 30, 2023, the last business day of the registrant’s most recently completed second fiscal quarter,the aggregate market value of the common stock outstanding held by non-affiliates of the registrant,computed by reference to the closing sales price for the common stock of $4.27 as of such date, as reportedon the Nasdaq Capital Market, was $12,654,414. As of April 1, 2024, there were 7,887,411 shares of common stock, par value $0.0001 per share, of theregistrant issued and outstanding. Explanatory Note GD Culture Group Limited is filing this Amendment No. 1 to Form 10-K (the “Amendment No. 1”) to ourannual report on Form 10-K for the year ended December 31, 2023, filed with the Securities and ExchangeCommission on April 2, 2024 (the “Original Filings”), to update the information regarding the Company’sunique risks with part of the operations conducted by one of our subsidiaries based in China, recentregulatory development in China, the corporate structure chart, and the transfers of cash and other assets byand between the holding company and its subsidiaries, and to include condensed consolidating schedulesthat disaggregates the operations and depicts the financial position, cash flows, and results of operations asof and for the fiscal years ended December 31, 2023 and 2022. As required by Rule 12b-15 under theSecurities Exchange Act of 1934, as amended, new certifications by our chief executive officer and chieffinancial officer are being filed as exhibits to this Amendment No. 1. This Amendment No. 1 speaks as of the filing date of the Original Filings. Other than as set forth above,this Amendment No. 1 does not, and does not purport to, amend, update or restate any other information ordisclosure included in the Original Filings, or reflect any events that have occurred since the date thereof. TABLE OF CONTENTS PAGEPART IItem 1.Business1Item 1A.Risk Factors25Item 1B.Unresolved Staff Comments46Item 1C.Cybersecurity47Item 2.Properties47Item 3.Legal Proceedings47Item 4.Mine Safety Disclosures47PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities48Item 6.[Reserved]51Item 7.Management’s Discussion and Analysis of