Gd Culture Group Limited 2023年度报告

Form 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIESEXCHANGE ACT OF 1934 Commission file number: 001-37513 GD CULTURE GROUP LIMITED(Exact name of registrant as specified in its charter) 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 periodthat 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. PAGEPART IItem 1.Business1Item 1A.Risk Factors18Item 1B.Unresolved Staff Comments36Item 1C.Cybersecurity37Item 2.Properties37Item 3.Legal Proceedings37Item 4.Mine Safety Disclosures37PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters andIssuer Purchases of Equity Securities38Item 6.[Reserved]41Item 7.Management’s Discussion and Analysis of Financial Condition and Results ofOperations41Item 7A.Quantitative and Qualitative Disclosures About Market Risk50Item 8.Financial Statements and Supplementary Data50Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure50Item 9A.Controls and Procedures50Item 9B.Other Information52Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections52PART IIIItem 10.Directors, Executive Officers and Corporate Governance53Item 11.Executive Compensation58Item 12.Security Ownership of Certain Beneficial Owners and Management andRelated Stockholder Matters60Item 13.Certain Relationships and Related Transactions, and Director Independence61Item 14.Principal Accounting Fees and Services62PART IVItem 15.Exhibits and Financial Statement Schedules63Item 16.Form 10–K Summary67i Conventions that Apply to this Annual Report ●“AI Catalysis” are to AI Catalysis Corp., a Neveda company, which is wholly owned by GDC;●“Citi Profit” are to Citi Profit Investment Holding Limited, a British Virgin Islands company,which is wholly owned by GDC;●“GDC” and the “Company” are to GD Culture Group Limited (formerly known as JM GlobalHolding Company, TMSR Holding Company Limited and Code Chain New Continent Limited),