Gd Culture Group Limited 2024年度报告

Form10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31,2024 Commission file number:001-37513 NoneTitle of Class Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(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 or 15(d) of the SecuritiesExchange 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 for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant 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, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market valueof the common stock outstanding held by non-affiliates of the registrant, computed by reference to the closing sales price for thecommon stock of $1.145 as of the trading day immediately preceding June 30, 2024, as reported on the Nasdaq Capital Market, was$10,878,943.85. As of March 17, 2025, there were12,282,894shares of common stock, par value $0.0001 per share, of the registrant issued andoutstanding. TABLE OF CONTENTS PAGEPART IItem 1.Business1Item 1A.Risk Factors32Item 1B.Unresolved Staff Comments56Item 1C.Cybersecurity56Item 2.Properties56Item 3.Legal Proceedings56Item 4.Mine Safety Disclosures56PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases ofEquity Securities57Item 6.[Reserved]60Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations60Item 7A.Quantitative and Qualitative Disclosures About Market Risk66Item 8.Financial Statements and Supplementary Data66Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure66Item 9A.Controls and Procedures66Item 9B.Other Information67Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections67PART IIIItem 10.Directors, Executive Officers and Corporate Governance68Item 11.Executive Compensation73Item 12.Security Ownership of Certain Beneficial Owners and Management and Related StockholderMatters74Item 13.Certain Relationships and Related Transactions, and Director Independence75Item 14.Principal Accounting Fees and Services76PART IVItem 15.Exhibits and Financial Statement Schedules77Item 16.Form 10–K Summary79 Conventions that Apply to this Annual Report Unless otherwise indicated or the context requires otherwise, references in this annual report (the “Report”) to: ●“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 byGDC;●“GDC” and the “Company” are to GD Culture Group Limited (formerly known asJM Global Holding Company, TMSRHolding Company Limited and Code Chain New Continent Limited), a Nevada