Gd Culture Group Limited 2026年季度报告

TABLE OF CONTENTS PagePART I.FINANCIAL INFORMATION1ITEM 1.FINANCIAL STATEMENTS (UNAUDITED)1ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONS2 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains statements that may be deemed to be “forward-looking statements” within the meaningof the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financialperformance. In some cases, you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,”“could,” “estimate,” “expect,” “future,” “intend,” “may,” “ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,” “should,”“will,” “would,” negatives of such terms or other similar terms. These forward-looking statements involve known and unknown risks, ●our goals and strategies; ●our future business development, results of operations and financial condition; ●our estimates regarding expenses, future revenues, capital requirements and our need for additional financing; ●our estimates regarding the market opportunity for our services; ●the impact of government laws and regulations; ●our ability to recruit and retain qualified personnel; ●our failure to comply with regulatory guidelines; ●uncertainty in industry demand; ●general economic conditions and market conditions in the financial services industry; ●future sales of large blocks or our securities, which may adversely impact our share price; and ●depth of the trading market in our securities. The preceding list is not intended to be an exhaustive list of all of our forward-looking statements. Forward-looking statements reflectour current views with respect to future events and are based on assumptions and subject to risks and uncertainties, including those You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward-lookingstatements are reasonable,we cannot guarantee that future results,levels of activity,performance and events andcircumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no PART I — FINANCIAL INFORMATION UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATAIndex to unaudited interim condensed consolidated financial statements Consolidated Financial Statements: Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025F-1Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three MonthsEnded March 31, 2026 and 2025F-2Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three MonthsEnded March 31, 2026 and 2025F-3 – F-4 GD CULTURE GROUP LIMITED AND SUBSIDIARIESNOTES TO UNAUDITED INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Note 1 – Nature of Business and Organization GD Culture Group Limited (“GDC” or the “Company”), formerly known as Code Chain New Continent Limited, is a Nevadacorporation and a holding company. The Company currently conducts its operations through the Company and its subsidiary, AICatalysis Corp. (“AI Catalysis”). Historically, the Company’s business focused on artificial intelligence-driven digital human creationand customization as well as live streaming and e-commerce activities. The Company has recently begun adjusting its strategicdirection and has been scaling back certain artificial intelligence-related initiatives while evaluating new opportunities to utilize itsexisting artificial intelligence and virtual content generation technologies. As part of this strategic transition, the Company isexpanding into the interactive reading and narrative entertainment market. The Company’s subsidiaries, Citi Profit Investment Holding SH Xianzhuiwas incorporated by Highlight WFOE and two other shareholders on August 10, 2023. SH Xianzhui is principallyengaged in the provision of social media marketing agency service. Highlight WFOE initially owned60% of the total equity interest ofSH Xianzhui. On October 27, 2023, the Company entered into an equity purchase agreement with Highlight WFOE and Beijing HeheProperty Management Co., Ltd. (“Beijing Hehe”), which was amended on November 10, 2023 (such equity purchase agreement, asamended, the “Agreement” for purpose of this section “Investment in JV”), pursuant to which the Highlight WFOE agreed topurchase13.3333% of the equity interest in SH Xianzhui from Beijing Hehe and the Company agreed to issue400,000shares of AI Catalysis is a Nevada corporation, incorporated on May 18, 2023. AI Catalysis is expected to bridge the realms of the internet,media, and artificial intelligence (“AI”) technologies. Positioned at the crossroads of traditional and streaming media, AI Catalysis Acquisition of Pallas On September 8, 2025, the Company