UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 23, 2025

GD Culture Group Limited

(Exact name of Company as specified in charter)

Nevada		001-37513		47-3709051
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

111 Town Square Place, Suite #1203

Jersey City, NJ 07310

(Address of principal executive offices) (Zip code)

+1-347-2590292

(Registrant’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.0001		GDC		Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events

On December 19, 2025, GD Culture Group Limited (the “Company”) filed a definitive proxy statement on Schedule 14A in connection with the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”), which was scheduled to be held on December 29, 2025. As approved by the unanimous written consent of the board of directors of the Company dated December 23, 2025, the Company has decided to reschedule its Annual Meeting to December 31, 2025, at 1:00 p.m., Eastern Time, to be held at the principal office of the Company located at 111 Town Square Place, Suite #1203, Jersey City, NJ 07310 to allow additional time for the solicitation of proxies, and to file an amended proxy statement with the Securities and Exchange Commission in connection herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GD CULTURE GROUP LIMITED

Date: December 23, 2025	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

GD Culture Group Limited filed SEC Form 8-K: Other Events