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 2331, 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 85.~~01.~~07 ~~Other~~Submission ~~Events~~of Matters to a Vote of Security Holders.

On December 1931, 2025, GD Culture Group Limited (the “Company”) ~~filed~~held aits ~~definitive proxy statement on Schedule 14A in connection with the Company’s~~ 2025 annual meeting of stockholders (the “Annual Meeting”), ~~which~~at ~~was~~1:00 p.m., Eastern ~~scheduled~~Time, to be held onat ~~December 29, 2025. As approved by~~ the ~~unanimous~~principal ~~written~~office ~~consent~~ of the ~~board~~Company oflocated ~~directors~~at of111 ~~the~~Town ~~Company~~Square ~~dated~~Place, ~~December~~Suite 23#1203, ~~2025~~Jersey City, ~~the~~NJ 07310. The ~~Company~~number ~~has~~of ~~decided~~shares toof ~~reschedule its~~common ~~Annual~~stock ~~Meeting~~present toor ~~December~~represented ~~31,~~by ~~2025,~~valid proxy at ~~1:00~~the ~~p.m.,~~Annual ~~Eastern~~Meeting ~~Time~~was 47,417,124 toshares beof ~~held~~the atcommon ~~the~~stock, representing ~~principal~~approximately ~~office~~82.72% of the ~~Company located at 111 Town Square Place~~57, ~~Suite #1203~~318,111 ~~Jersey~~shares ~~City,~~of NJcommon ~~07310~~stock toissued ~~allow~~and ~~additional~~outstanding ~~time~~as ~~for~~of the ~~solicitation~~record date of ~~proxies~~December 1, 2025, and totherefore ~~file~~constituting ana ~~amended proxy~~quorum. ~~statement~~At ~~with~~ the ~~Securities~~Annual ~~and~~Meeting, ~~Exchange~~the ~~Commission~~following inproposals ~~connection~~were ~~herewith.~~voted on:

1Proposal One BE IT RESOLVED, THAT To elect five directors to serve on the Company’s Board of Directors (the “Board”) until the next annual meeting of stockholders or until their successors are elected and qualified;

SIGNATURES

Nominees	Votes Cast For		Votes Against		Votes Abstained/ Withheld		Broker Non-Votes
Xiao Jian Wang		47,417,124		0		0		-
Zihao Zhao		47,417,124		0		0		-
Lei Zhang		47,416,633		491		0		-
Yun Zhang		47,416,633		491		0		-
Shuaiheng Zhang		47,416,340		784		0		-

~~Pursuant~~Proposal toTwo ~~the~~BE ~~requirements of~~IT RESOLVED, THAT, To ratify the ~~Securities~~selection ~~Exchange~~by ~~Act~~the ofaudit ~~1934,~~committee of the ~~registrant~~Board ~~has~~of ~~duly~~HTL ~~caused~~International, ~~this~~LLC ~~report~~(“HTL”) to beserve ~~signed~~as onour ~~its~~independent ~~behalf~~registered bypublic accounting firm for the ~~undersigned~~year ~~hereunto duly~~ending ~~authorized.~~December 31, 2025;

	GD CULTURE GROUP LIMITED
For		Against	Abstain	Broker Non-Votes
Date: December 23, 2025	By:	/s/ Xiaojian Wang
47,417,124		0	0	-
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

2Proposal Three BE IT RESOLVED, THAT, To approve and adopt the 2025 Equity Incentive Plan of the Company (the “Plan”), in the form annex to as Annex A of the proxy statements;

For		Against		Abstain		Broker Non-Votes
47,416,340		784		0		-

Proposal Four

BE IT RESOLVED, THAT,

To approve a reverse stock split of the authorized and unauthorized capital stock of the Company, at a ratio ranging between 1-for-2 and 1-for-250, with the exact ratio to be determined by the Board in its sole discretion, to be effected at any time prior to the one-year anniversary of the date of approval of this resolution;

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

Proposal Five

BE IT RESOLVED, THAT,

To approve a Certificate of Amendment to the Company’s Articles of Incorporation, substantially in the form presented to the stockholders and attached as Annex B of the proxy statements;

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

Proposal Six

BE IT RESOLVED, THAT,

To approve the issuance of more than an aggregate of 19.99% of the issued and outstanding Common Stock in connection with certain Securities Purchase Agreements, dated May 2, 2025, by and between the Company and each purchaser identified on the signature pages thereto, for purposes of complying with Nasdaq Listing Rule 5635(d);

For		Against		Abstain		Broker Non-Votes
47,417,124		0		0		-

Proposal Seven

BE IT RESOLVED, THAT,

To authorize the adjournment of the Annual Meeting if necessary or appropriate, including to solicit additional proxies in the event that there are not sufficient votes at the time of the Annual Meeting or adjournment or postponement thereof to approve any of the foregoing proposals.

For		Against		Abstain		Broker Non-Votes
47,416,831		293		0		-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description of Exhibit
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: January 7, 2026	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and Chairman of the Board

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