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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March ~~September 30~~31, ~~2025~~2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number: 001-37513

GD CULTURE GROUP LIMITED

(Exact name of registrant as specified in its charter)

Nevada		47-3709051
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

22F - 810 Seventh Avenue,
111 Town Square Place, Suite #1203
New York, NY 10019		10019
Jersey City, NJ		07310
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: +1-347- 2590292

Not applicable

(Former name or former address, if changed since last report)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange 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 Date File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 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 “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~November~~April 310, ~~2025~~2026, there were 5560,~~984~~759,~~777~~711 shares of the Company’s common stock issued and outstanding.

TABLE OF CONTENTS

		Page	~~Page~~
PART I.	FINANCIAL INFORMATION	1	1
ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)	1	1
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	2	2
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	8	9
ITEM 4.	CONTROLS AND PROCEDURES	9	10
PART II.	OTHER INFORMATION	10	11
ITEM 1.	LEGAL PROCEEDINGS	10	11
ITEM 1A.	RISK FACTORS	10	11
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	10	11
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	10	12
ITEM 4.	MINE SAFETY DISCLOSURES	10	12
ITEM 5.	OTHER INFORMATION	10	12
ITEM 6.	EXHIBITS	10	12

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 meaning of the federal securities laws. These statements relate to anticipated future events, future results of operations and or future financial performance. 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, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. The forward-looking statements in this Quarterly Report on Form 10-Q include, without limitation, statements relating to:

●

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 reflect our current views ~~with~~ with respect to future events and are based on assumptions and subject to risks and uncertainties, including those described in Item 1A “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2024~~2025 and elsewhere in this Quarterly Report on Form 10-Q.

You should not unduly rely on any forward-looking statements. Although we believe that the expectations reflected in the forward- looking statements are reasonable, we cannot guarantee that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q, to conform these statements to actual results or to changes in our expectations.

PART I — FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

UNAUDITED INTERIM ~~CONDENSED~~ CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to unaudited interim condensed consolidated financial statements

		Page
Consolidated Financial Statements:
Consolidated Balance Sheets as of September 30, 2025 (Unaudited) and December 31, 2024		F-1
Consolidated Balance Sheets as of March 31, 2026 (unaudited) and December 31, 2025		F-1
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2025 and 2024		F-2
Unaudited Interim Condensed Consolidated Statements of Operations and Comprehensive Loss for the Three Months Ended March 31, 2026 and 2025		F-2
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity for the Three and Nine Months Ended September 30, 2025 and 2024		F-3 – F-4
Unaudited Interim Condensed Consolidated Statements of Changes in Shareholders’ Equity (Deficit) for the Three Months Ended March 31, 2026 and 2025		F-3 – F-4
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2025 and 2024		F-5
Unaudited Interim Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2026 and 2025		F-5
Notes to Unaudited Interim Condensed Consolidated Financial Statements		F-6

GD CULTURE GROUP LIMITED AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	September 30,			December 31,
	March 31,			December 31,
	2025			2024
	2026			2025
	(unaudited)
ASSETS	(unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~225~~16,~~072~~805		$	22456,~~538~~041
Other receivables, net		932,~~195~~609			941,~~195~~803
Prepaid and other current assets		412,162			-
Prepayments		84,934			331,588
Total current assets		646,429			31,733
Digital assets - current		72,310			-
EQUIPMENT, NET		4,553			7,781
Total current assets		206,658			829,432
RIGHT-OF-USE ASSETS, NET		1,057,858			1,342,333
EQUIPMENT, NET		1,871			3,477
RIGHT-OF-USE ASSETS, NET		916,711			987,988
OTHER ASSETS
Intangible assets, net		64,~~304~~790,~~868~~808			15,~~102~~090,~~400~~238
Other assets		250,740			250,740
Digital assets		~~857~~500,~~735~~541,~~191~~371			-662,996,878
Total other assets		~~864~~505,~~290~~582,~~799~~919			1668,~~353~~337,~~140~~856
Total assets	$	~~865~~506,~~999~~708,~~639~~159		$	2670,~~734~~158,~~987~~753
LIABILITIES AND SHAREHOLDERS’ EQUITY
CURRENT LIABILITIES
Other payables and accrued liabilities	$	~~508~~857,~~990~~310		$	~~401~~507,~~821~~745
Other payables - related parties		~~191~~487,~~965~~540			~~502~~165,~~266~~016
Lease liabilities - current		~~315~~361,~~579~~546			~~427~~353,~~984~~648
Income tax payable		1207,~~960,625~~554			~~141~~187,~~810~~995
Total current liabilities		21,~~977~~913,~~159~~950			1,~~473~~214,~~881~~404
OTHER LIABILITIES
Lease liabilities – non-current		~~865~~695,~~729~~153			1781,~~104,552~~216
Deferred tax liabilities		-21,146			~~153~~20,~~911~~988
Total other liabilities		~~865~~716,~~729~~299			1802,~~258,463~~204
Total liabilities		32,~~842~~630,~~888~~249			2,~~732~~016,~~344~~608
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 20,000,000 shares authorized, no shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		-			-
Preferred stock, $0.0001 par value, 1,000,000,000 shares authorized, no shares issued and outstanding as of March 31, 2026 and December 31, 2025		-			-
Common stock, $0.0001 par value, 200,000,000 shares authorized, 55,984,777 and 11,167,294 shares issued and outstanding as of September 30, 2025 and December 31, 2024, respectively		5,599			1,117
Common stock, $0.0001 par value, 10,000,000,000 shares authorized, 60,759,711 and 57,318,111 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively		6,076			5,732
Additional paid-in capital		~~935~~937,~~314~~771,~~053~~930			82937,~~758~~770,~~975~~530
Subscription receivable		(17,390	)		-
Accumulated deficit		(434,137,058	)		(270,071,082	)
Accumulated deficit		(73,582,481	)		(83,194,386	)
Accumulated other comprehensive income		152,637			152,627
Accumulated other comprehensive income		152,611			152,585
Total GD Culture Group Limited shareholders’ equity		503,793,585			667,857,807
Total GD Culture Group Limited shareholders’ equity (deficits)		861,872,392			(281,709	)
Noncontrolling interest		284,325			284,338
Noncontrolling interest		284,359			284,352
Total shareholders’ equity		504,077,910			668,142,145
Total shareholders’ equity		862,156,751			2,643
Total liabilities and shareholders’ equity	$	506,708,159		$	670,158,753
Total liabilities and shareholders’ equity	$	865,999,639		$	2,734,987

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-1

GD CULTURE GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE ~~INCOME (~~LOSS)

	For the three months ended						For the nine months ended
	For the three months ended March 31,
	September 30,						September 30,
	2026			2025
	2025			2024			2025			2024
OPERATING EXPENSES
OPERATING EXPENSES
General and administrative expenses	$	(1,346,804	)	$	(937,877	)
Selling and marketing expenses	$	-		$	(2,909	)	$	(300,000	)	$	(2,402,909	)
Research and development expenses		(303,000	)		-
General and administrative expenses		(1,229,826	)		(873,067	)		(3,190,433	)		(4,345,438	)
TOTAL OPERATING EXPENSES		(1,649,804	)		(937,877	)
Research and development expenses		(1,236,333	)		(217,500	)		(1,469,666	)		(652,500	)
LOSS FROM OPERATIONS		(1,649,804	)		(937,877	)
Other-than-temporary impairment losses		-			(2,756,986	)		-			(4,256,986	)
OTHER (EXPENSE) INCOME
TOTAL OPERATING EXPENSES		(2,466,159	)		(3,850,462	)		(4,960,099	)		(11,657,833	)
Interest income		-			2,118
LOSS FROM OPERATIONS		(2,466,159	)		(3,850,462	)		(4,960,099	)		(11,657,833	)
Unrealized loss on fair value changes of digital assets		(162,483,197	)		-
OTHER INCOME
Sublease rental income		97,826			-
Interest income		2,179			10,381			6,476			45,383
TOTAL (EXPENSE) INCOME		(162,385,371	)		2,118
Unrealized gain on fair value changes of digital assets		16,230,431			-			16,230,431			-
LOSS BEFORE INCOME TAXES		(164,035,175	)		(935,759	)
TOTAL OTHER INCOME		16,232,610			10,381			16,236,907			45,383
LESS: INCOME TAX EXPENSES		(30,818	)		(41,751	)
INCOME (LOSS) BEFORE INCOME TAX (EXPENSES) BENEFITS		13,766,451			(3,840,081	)		11,276,808			(11,612,450	)
NET LOSS	$	(164,065,993	)	$	(977,510	)
INCOME TAX (EXPENSES) BENEFITS		(1,677,982	)		748			(1,664,903	)		22,666
Net loss attributable to noncontrolling interest		(17	)		-
NET INCOME (LOSS)	$	12,088,469		$	(3,839,333	)	$	9,611,905		$	(11,589,784	)
Net loss attributable to shareholders of common stock		(164,065,976	)		(977,510	)
Net loss attributable to noncontrolling interest		-			(98,134	)		-			(284,776	)
OTHER COMPREHENSIVE INCOME
Net income (loss) attributable to shareholders of common stock		12,088,469			(3,741,199	)		9,611,905			(11,305,008	)
- Foreign currency translation adjustment		14			6
OTHER COMPREHENSIVE INCOME (LOSS)
OTHER COMPREHENSIVE INCOME, net of tax		14			6
- Foreign currency translation adjustment		9			9,961			33			(9,950	)
COMPREHENSIVE LOSS, net of tax	$	(164,065,979	)	$	(977,504	)
- Fair value changes of convertible note receivables		-			(106	)		-			(39,169	)
Comprehensive (loss) income attributable to noncontrolling interest		(13	)		2
OTHER COMPREHENSIVE INCOME (LOSS), net of tax		9			9,855			33			(49,119	)
Comprehensive loss attributable to shareholders of common stock		(164,065,966	)		(977,506	)
COMPREHENSIVE INCOME (LOSS), net of tax	$	12,088,478		$	(3,829,478	)	$	9,611,938		$	(11,638,903	)
WEIGHTED AVERAGE NUMBER OF COMMON STOCKS
Comprehensive income (loss) attributable to noncontrolling interest		-			(95,478	)		7			(377,401	)
Basic and diluted		64,786,647			11,514,370
Comprehensive income (loss) attributable to shareholders of common stock		12,088,478			(3,734,000	)		9,611,931			(11,261,502	)
Loss per share available to common shareholders
BASIC WEIGHTED AVERAGE NUMBER OF COMMON STOCKS		25,115,911			10,453,319			18,849,721			9,065,183
Basic and diluted	$	(2.53	)	$	(0.08	)
Basic earnings (loss) per share available to common shareholders	$	0.48		$	(0.36	)	$	0.51		$	(1.25	)
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON STOCKS		25,177,616			10,453,319			18,911,426			9,065,183
Diluted earnings (loss) per share available to common shareholders	$	0.48		$	(0.36	)	$	0.51		$	(1.25	)

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-2

GD CULTURE GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the ~~Three~~three ~~and Nine~~months ~~Months~~ended ~~Ended~~March ~~September 30~~31, ~~2025~~2026

	Attributable to GD Culture Group Limited Shareholders
																					Total
	Preferred								Additional						Accumulated Other			Total GD Culture Group Limited			Non			Total
																		Accumulated			GD Culture Group						Total
	Stock				Common Stock				Paid-in			Accumulated			Comprehensive			Shareholders’			controlling			Shareholders’
	Preferred Stock				Common Stock				Additional Paid-in			Subscription			Accumulated			Other Comprehensive			Limited Shareholders’			Non controlling			Shareholders’ Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			Income			Equity			Interest			Equity
	Shares		Amount		Shares		Amount		Capital			Receivable			Deficit			Income			Deficits			Interest			(Deficit)
Balance, January 1, 2026		-	$	-		57,318,111	$	5,732	$	937,770,530		$	(270,071,082	)	$	152,627		$	667,857,807		$	284,338		$	668,142,145
Balance, January 1, 2025		-	$	-		11,167,294	$	1,117	$	82,758,975		$	-		$	(83,194,386	)	$	152,585		$	(281,709	)	$	284,352		$	2,643
Net loss		-		-		-		-		-			(164,065,976	)		-			(164,065,976	)		(17	)		(164,065,993	)
Net loss		-		-		-		-		-			-			(977,510	)		-			(977,510	)		-			(977,510	)
Exercise of May 2025 prefunded warrants		-		-		3,441,600		344		1,400			-			-			1,744			-			1,744
Issuance of common stock for cash		-		-		1,115,600		111		909,889			-			-			-			910,000			-			910,000
Foreign currency translation		-		-		-		-		-			-			10			10			4			14
Foreign currency translation		-		-		-		-		-			-			-			4			4			2			6
Balance, March 31, 2026 (Unaudited)		-	$	-		60,759,711	$	6,076	$	937,771,930		$	(434,137,058	)	$	152,637		$	503,793,585		$	284,325		$	504,077,910
Balance, March 31, 2025 (unaudited)		-	$	-		12,282,894	$	1,228	$	83,668,864		$	-		$	(84,171,896	)	$	152,589		$	(349,215	)	$	284,354		$	(64,861	)
Net loss		-		-		-		-		-			-			(1,499,054	)		-			(1,499,054	)		-			(1,499,054	)
Issuance of common stock for cash		-		-		1,115,600		112		540,938			-			-			-			541,050			-			541,050
Issuance of prefunded warrants for cash		-		-		-		-		3,615,226			(17,390	)		-			-			3,597,836			-			3,597,836
Exercise of November 2023 Registered Warrants		-		-		952,644		95		(95	)		-			-			-			-			-			-
Issuance of common stock for acquisition of certain software		-		-		2,444,295		245		5,988,278			-			-			-			5,988,523			-			5,988,523
Foreign currency translation		-		-		-		-		-			-			-			13			13			5			18
Balance, June 30, 2025 (unaudited)		-	$	-		16,795,433	$	1,680	$	93,813,211		$	(17,390	)	$	(85,670,950	)	$	152,602		$	8,279,153		$	284,359		$	8,563,512
Net income		-		-		-		-		-			-			12,088,469			-			12,088,469			-			12,088,469
Issuance of common stock for acquisition of Pallas		-		-		39,189,344		3,919		225,726,702			-			-			-			225,730,621			-			225,730,621
Capital contribution from related party		-		-		-		-		615,774,140			-			-			-			615,774,140			-			615,774,140
Foreign currency translation		-		-		-		-		-			-			-			9			9			-			9
Balance, September 30, 2025 (unaudited)		-	$	-		55,984,777	$	5,599	$	935,314,053		$	(17,390	)	$	(73,582,481	)	$	152,611		$	861,872,392		$	284,359		$	862,156,751

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-3

GD CULTURE GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)

For the ~~Three~~three ~~and Nine~~months ~~Months~~ended ~~Ended~~March ~~September 30~~31, ~~2024~~2025

	Attributable to GD Culture Group Limited Shareholders
																		Total GD Culture
	Preferred								Additional						Accumulated Other			Total GD Culture Group Limited			Non			Total Shareholders’
	Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Accumulated Other Comprehensive			Group Limited Shareholders’			Non controlling			Total Shareholders’
	Stock				Common Stock				Paid-in			Accumulated			Comprehensive			Shareholders’			controlling			Equity
	Shares		Amount		Shares		Amount		Capital			Deficit			Income			~~Equity~~Deficits			Interest			~~Equity~~(Deficit)
Balance, January 1, 2024		-	$	-		5,453,416	$	545	$	77,530,221		$	(69,358,225	)	$	175,306		$	8,347,847		$	3,813,636		$	12,161,483
Balance, January 1, 2025		-	$	-		11,167,294	$	1,117	$	82,758,975		$	(83,194,386	)	$	152,585		$	(281,709	)	$	284,352		$	2,643
Net loss		-		-		-		-		-			(3977,~~978,628~~510	)		-			(3977,~~978,628~~510	)		~~(178,911~~-	)		(4977,~~157,539~~510	)
Issuance of common stock for Cash		-		-		810,277		81		829,798			-			-			829,879			-			829,879
Issuance of common stock for cash		-		-		1,115,600		111		909,889			-			-			910,000			-			910,000
Issuance of common stock for acquisition of 13.33% noncontrolling interest of Shanghai Xianzhui		-		-		400,000		40		3,150,753			-			-			3,150,793			(3,150,793	)		-
Foreign currency translation		-		-		-		-		-			-			4			4			2			6
Exercise of pre-funded warrants		-		-		567,691		57		597			-			-			654			-			654
Balance, March 31, 2025 (Unaudited)		-	$	-		12,282,894	$	1,228	$	83,668,864		$	(84,171,896	)	$	152,589		$	(349,215	)	$	284,354		$	(64,861	)
Exercise of November 2023 Registered Warrants		-		-		709,877		71		(71	)		-			-			-			-			-
Foreign currency translation		-		-		-		-		-			-			78,891			78,891			(94,000	)		(15,109	)
Fair value changes of convertible notes receivable		-		-		-		-		-			-			54,849			54,849			-			54,849
Balance, March 31, 2024		-	$	-		7,941,261	$	794	$	81,511,298		$	(73,336,853	)	$	309,046		$	8,484,285		$	389,932		$	8,874,217
Net loss		-		-		-		-		-			(3,585,181	)		-			(3,585,181	)		(7,731	)		(3,592,912	)
Issuance of common stock for acquisition of copyright		-		-		1,560,000		156		1,247,844			-			-			1,248,000			-			1,248,000
Foreign currency translation		-		-		-		-		-			-			(3,521	)		(3,521	)		(1,281	)		(4,802	)
Fair value changes of convertible notes receivable		-		-		-		-		-			-			(93,912	)		(93,912	)		-			(93,912	)
Balance, June 30, 2024		-	$	-		9,501,261	$	950	$	82,759,142		$	(76,922,034	)	$	211,613		$	6,049,671		$	380,920		$	6,430,591
Net loss		-		-		-		-		-			(3,741,199	)		-			(3,741,199	)		(98,134	)		(3,839,333	)
Exercise of pre-funded warrants		-		-		577,007		58		(58	)		-			-			-			-			-
Exercise of February 2021 Registered Warrants		-		-		92,756		9		(9	)		-			-			-			-			-
Foreign currency translation		-		-		-		-		-			-			7,305			7,305			2,656			9,961
Fair value changes of convertible notes receivable		-		-		-		-		-			-			(106	)		(106	)		-			(106	)
Balance, September 30, 2024		-	$	-		10,171,024	$	1,017	$	82,759,075		$	(80,663,233	)	$	218,812		$	2,315,671		$	285,442		$	2,601,113

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-4

GD CULTURE GROUP LIMITED AND ITS SUBSIDIARIES

UNAUDITED INTERIM ~~CONDENSED~~ CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the Nine Months ended September 30,
	For the three months ended March 31,
	2025			2024
	2026			2025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	9,611,905		$	(11,589,784	)
Net loss	$	(164,065,993	)	$	(977,510	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of equipment		31,~~228~~606			31,~~548~~077
Amortization of intangible assets		~~786~~299,~~055~~430			~~628~~62,~~834~~400
Amortization of right-of-use assets		~~284~~71,~~475~~277			~~313~~112,~~472~~540
Unrealized gain from fair value changes of digital assets		(16,230,431	)		-
Unrealized loss on fair value changes of digital assets		162,483,197			-
Deferred income tax		~~(153,911~~158	)		(2283,~~666~~956	)
Other-than-temporary impairment losses from convertible note receivables		-			1,500,000
Other-than-temporary impairment losses from intangible assets		-			2,756,986
Changes in operating assets and liabilities
Other receivables		-9,194			~~(38,587~~-	)
Prepaid and other current assets		(412,162	)		1,128,935
Prepayments		246,654			(15,579	)
Other payables and accrued liabilities		2351,~~399~~309			~~138~~48,~~130~~718
Lease liabilities		(~~351~~78,~~228~~165	)		(~~294~~124,~~492~~715	)
Taxes payable		119,~~818,815~~559			-125,707
Other payables - related party		39,184			151,528
Other payables - related parties		12,524			20,010
Net cash used in operating activities		(4649,~~601,671~~250	)		(5831,~~324,096~~308	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to a third party		-			(1,900,000	)
Purchase of digital assets		(100,000	)		-
Collection from loan to a third party		-			1,250,000
Net cash used in investing activities		(100,000	)		-
Net cash used in investing activities		-			(650,000	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock		~~1,451,050~~-			~~829~~910,~~879~~000
Proceeds from issuance of prefunded warrants		3,602,607			-
Proceeds from related party loans		310,000			50,000
Proceeds from exercise of prefunded warrants		-			654
Proceeds from shareholder loan		-			100,000
Proceeds from related party loan		50,000			-
Repayments to a related party		-			(200,000	)
Proceeds from shareholder loan		100,000			-
Net cash provided by financing activities		310,000			860,000
Repayments to a related party		(399,485	)		-
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS		14			6
Net cash provided by financing activities		4,804,172			830,533
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(439,236	)		28,698
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS		33			14
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		456,041			22,538
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		202,534			(5,143,549	)
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	16,805		$	51,236
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		22,538			5,175,518
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	225,072		$	31,969
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	$	611,~~000~~101		$	-
Cash paid for interest	$	-		$	-
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for acquisition right, title, and interest in and to the certain software	$	5,988,523		$	1,248,000
Exercise of May 2025 pre-funded warrants	$	1,744		$	-
Initial recognition of right-of-use assets and lease liability	$	-		$	205,539
Issuance of common stock for 13.3333% interest in SH Xianzhui	$	-		$	3,150,793
Exercise of November 2023 Registered Warrants	$	95		$	71
Exercise of pre-funded warrants pursuant to the Warrant Exchange Agreements	$	-		$	58
Exercise of February 2021 Registered Warrants	$	-		$	9
Issuance of common stock for acquisition of Pallas	$	225,730,621		$	-
Capital contribution from a related party	$	615,774,140		$	-

The accompanying notes are an integral part of these unaudited interim condensed consolidated financial statements.

F-5

GD CULTURE GROUP LIMITED AND SUBSIDIARIES

NOTES 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 Nevada corporation and a holding company. The Company currently conducts its operations ~~on virtual content production (the “Virtual Content Production”)~~ through the Company and ~~two~~ ~~subsidiaries~~its subsidiary, AI Catalysis ~~corp~~Corp. (“AI Catalysis”) ~~and Shanghai Xianzhui Technology Co~~. Historically, ~~Ltd.~~the ~~(“SH Xianzhui”). The~~ Company’s ~~focuses its~~ business ~~mainly~~focused on: 1)artificial AIintelligence-driven digital human creation and customization, ~~and~~as 2)well ~~Live~~as live streaming and e-commerce activities. The Company has ~~relentlessly~~recently ~~been~~begun ~~focusing~~adjusting ~~on serving~~ its ~~customers~~strategic direction and ~~creating~~has ~~value~~been ~~for~~scaling ~~them~~back ~~through~~certain ~~the~~artificial ~~continual~~intelligence-related ~~innovation~~initiatives ~~and~~while ~~optimization of~~evaluating new opportunities to utilize its ~~products~~existing artificial intelligence and ~~services~~virtual content generation technologies. ~~Currently~~As part of this strategic transition, the Company is expanding into the interactive reading and narrative entertainment market. The Company’s subsidiaries, Citi Profit Investment Holding Limited (“Citi Profit BVI”), Highlights Culture Holding Co., Limited (“Highlight HK”), Shanghai Highlight Entertainment Co., Ltd. (“Highlight WFOE”) are holding companies with no material operations. The Company’s subsidiary, Shanghai Xianzhui Technology Co., Ltd. (“SH Xianzhui”), previously engaged in marketing-related services but does not currently conduct business operations and has no material operating activities.

SH Xianzhui was incorporated by Highlight WFOE and two other shareholders on August 10, 2023. SH Xianzhui is principally engaged in the provision of social media marketing agency service. Highlight WFOE initially owned 60% of the total equity interest of SH Xianzhui. On October 27, 2023, the Company entered into an equity purchase agreement with Highlight WFOE and Beijing Hehe Property Management Co., Ltd. (“Beijing Hehe”), which was amended on November 10, 2023 (such equity purchase agreement, as amended, the “Agreement” for purpose of this section “Investment in JV”), pursuant to which the Highlight WFOE agreed to purchase 13.3333% of the equity interest in SH Xianzhui from Beijing Hehe and the Company agreed to issue 400,000 shares of common stock of the Company, valued at $2.7820 per share, the average closing bid price of the common stock of GDC as of the five trading days immediately preceding the date of the Agreement, to Beijing Hehe or its assigns. On January 11, 2024, the Company issued the 400,000 shares of its common stock, at the price of $2.5 per share, to Beijing Hehe and the transaction was completed. UpAs ~~to the date~~ of ~~these~~March ~~unaudited~~31, ~~interim condensed consolidated financial statements were issued~~2026, the Company owns 73.3333% of the total equity interest of SH Xianzhui.

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 plans to elevate the experience of media with AI-based interactive and smart content, aiming to transform the whole media landscape. At present, AI Catalysis primarily focused on the application of AI digital human technology with the sectors of e-commerce and entertainment to improve the interaction experiences online. AI Catalysis strives to deliver stable interactive livestreaming products to AI Catalysis’ users. AI Catalysis foresees future expansion to a variety of business sectors with AI applications in different scenarios. AI Catalysis plans to enter into the livestreaming market with a focus on e-commerce and livestreaming interactive game.

Acquisition of Pallas

On September 8, 2025, the Company (the “Acquirer”), Pallas Capital Holding Ltd, a British Virgin Islands company incorporated on June 30, 2025 (“Pallas” or the “Target”), and the shareholders of the Target (each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “Share Exchange Agreement”, and the transactions contemplated thereby, collectively, the “Pallas Transaction”), pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the ordinary shares of the Target (the “Target Shares”). In exchange for the Target Shares, the Acquirer shall issue an aggregate of 39,189,344 shares of the Company’s common stock (the “GDC Shares”) to such Sellers. On September 29, 2025, the Sellers transferred to Acquirer 10,000 shares of Target Shares, being all of the issued and outstanding ordinary shares of the Target, and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company.

Pallas was established for the primary purpose of holding digital assets as a long-term reserve, with the objective of achieving potential appreciation in value. As of ~~September~~March 3031, ~~2025~~ 2026, Pallas held 7,500 units of Bitcoin.

Two shareholders of the Company, who beneficially ~~own~~ 11own 12.486%, in the aggregate, of the outstanding shares of common stock of the Company, immediately before the execution of the Pallas Transaction, also serve as the directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Transaction constitutes a related party transaction for the Company pursuant to Item 404 of Regulation S-K.

Referring to Financial Accounting Standards Board (“FASB”) ASC Topic 805-10-55-5, the Company applied two steps (including step 1, screen test and step 2, evaluation of process and input) in evaluating whether the acquisition was an asset acquisition or a business combination. Pallas had no operations except for holding Bitcoin as a reserve, and substantially all of the fair value of the gross assets acquired is concentrated in its Bitcoin. Therefore, the Company decided that Pallas cannot constitute a business and such Pallas Transaction should be accounted for as an asset acquisition. The purchase consideration is measured based on the fair value of the Company’s common stock issued and the consideration is further allocated to the value of the asset acquired in the transaction. Given the related party nature of the Pallas Transaction and the fact that the acquired digital assets are highly liquid and have observable market prices, which indicated that the fair value of the assets acquired is far higher than the fair value of the common stock issued, management concluded that the such Pallas transaction indicated a capital contribution from the shareholders. Accordingly, the excess of the fair value of the digital assets acquired over the fair value of the common stock issued should be recorded as an increase in additional paid-in capital and the value of the assets acquired, which was concurrently with the determination of the value of the assets acquired under asset acquisition.

F-6

Subsidiaries of the Company

The accompanying unaudited interim condensed consolidated financial statements reflect the activities of GDC and each of the following entities:

Name	Background		Ownership
Citi Profit BVI	●	A British Virgin Island company Incorporated in April 2019	100% owned by the Company
Highlight HK	●	A Hong Kong company	100% owned by Citi Profit BVI
	●	Incorporated in November 2022
Highlight WFOE	●	A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE)	100% owned by Highlight HK
	●	Incorporated in January 2023
AI Catalysis	●	A Nevada company	100% owned by the Company
	●	Incorporated in May 2023
SH Xianzhui	●	A PRC limited liability company	73.3333% owned by Highlight WFOE
	●	Incorporated in August 2023
Pallas	●	A British Virgin ~~Islands~~Island company Incorporated in June 2025 and acquired on September 29, 2025	100% owned by the Company
	●	Incorporated in June 2025, acquired on September 29, 2025

AsThe ofCompany ~~the~~has ~~date~~recently ofbegun ~~this~~adjusting ~~report,~~its ~~the~~strategic ~~Company’s primary~~direction ~~operations~~and ~~are~~has ~~focused~~been onscaling ~~the~~back ~~live~~certain ~~streaming~~artificial ~~market~~intelligence-related ~~with~~initiatives ~~focus~~while onevaluating ~~e-commerce~~new inopportunities ~~the~~to ~~United~~utilize ~~States~~its existing artificial intelligence and virtual content generation technologies. ~~The~~As part of this strategic transition, the Company is ~~also~~ working on the development of a mobile and web platform for interactive fiction—story experiences where readers make choices that branch the plot and lead to multiple endings.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2025~~2026, the Company had $~~225~~16,~~072~~ 805 in its operating bank accounts and working capital deficit of approximately $21.37 million. From ~~September~~January ~~2024~~2026 to ~~January~~the ~~2025~~date the unaudited interim condensed consolidated financial statements were available to be issued, Mr. Xiaojian Wang, the Chief Executive Officer of the Company (“CEO”), ~~lent~~made advances of $~~399~~310,~~485~~000 to the Company through ~~six~~a loan ~~agreements~~agreement, ~~for working capital purposes. Pursuant to the loan agreements,~~ these ~~loans~~advances are non-interest bearing and ~~will be~~ due ~~from~~on ~~September 2025 to January 2026, respectively~~demand. From March 2025 to May 2025, the Company repaid $399,485 in full to the CEO. Up to the date of the unaudited interim condensed consolidated financial statements were issued, there was no outstanding loan from the CEO.

OnIn ~~January~~March 232026, ~~2025, Green~~the ~~Oasis~~CEO ~~Limited,~~executed a ~~shareholder~~Letter ~~holding~~of ~~less~~Support ~~than~~in 5%which ~~ownership~~he ~~shares~~agreed into ~~the~~provide ~~Company,~~continuing ~~provided~~financial asupport ~~$100,000 loan~~ to the Company, for ~~working~~ ~~capital~~a ~~purposes,~~period ~~with maturity as~~ of ~~April~~at ~~23,~~least ~~2025.~~12 Onmonths ~~April~~from ~~25,~~the ~~2025,~~issuance ~~Green~~date ~~Oasis~~of ~~Limited and~~ the Company’s ~~extended~~unaudited ~~the~~interim ~~maturity date~~condensed toconsolidated ~~July~~financial ~~23,~~statements ~~2025,~~for ~~which~~the ~~was~~three ~~further~~months ~~extended~~ended toMarch ~~July 23~~31, 2026 ~~through an amendment agreement signed on July 30, 2025~~.

OnThe ~~March 4, 2025, the~~ Company ~~sold~~expects ~~1,115,600~~to ~~shares of~~continue ~~common~~incurring ~~stock~~significant atoperating ~~$0.896379~~cash ~~per~~outflows ~~share,~~to ~~generating~~support ~~gross~~its ~~proceeds of $1,000,000~~operations. ~~The~~Additional ~~Company~~financing ~~received~~may ~~net~~be ~~proceeds~~required ofto ~~$910,000~~sustain ~~after~~the ~~deducting underwriter’s~~business. ~~fees~~Management ofwill ~~$70,000~~make ~~and~~its abest ~~$20,000~~efforts ~~reimbursement~~to ~~for~~secure the ~~underwriter’s~~necessary ~~legal~~funding ~~counsel~~to ~~and~~support ~~due~~the ~~diligence analysis expenses. The~~ Company’s ~~used the proceeds from the offering for working capital purposes~~operations.

~~On May~~The ~~2, 2025, the~~ Company ~~completed~~evaluated aits ~~securities~~ability ~~offering in which it agreed~~ to ~~sell~~continue ~~(i)~~as ~~1,115,600 shares of its common stock at~~ a ~~purchase price~~going ofconcern ~~approximately~~in ~~$0.524~~accordance ~~per~~with ~~share~~ASC ~~and~~Subtopic ~~(ii) 9~~205-40,~~380,582~~ ~~pre-funded~~Presentation ~~warrants at a purchase price~~ of ~~approximately~~Financial ~~$0.523~~Statements—Going ~~per~~Concern, ~~warrant. As~~which ofrequires ~~September~~management ~~30,~~to ~~2025,~~assess ~~the~~whether ~~Company~~there ~~received~~is ~~gross~~substantial ~~proceeds~~doubt ofabout ~~$4,478,000 from~~ the ~~subscription~~Company’s ofability ~~1,115,600~~to ~~shares~~continue ofas ~~its~~a ~~common~~going ~~stock and~~concern ~~7,468,536~~within ~~pre-funded~~one ~~warrants,~~year ~~with~~after ~~$17,390~~the ~~still~~date ~~outstanding~~the ~~and~~financial ~~receivable~~statements ~~from~~are ~~the investor~~issued. The ~~offering~~management ~~remains~~assessed ~~ongoing~~its ~~and has~~liquidity ~~not~~position ~~yet been fully completed. Transaction costs incurred through September 30, 2025 included underwriter’s fees of $314,343~~ and aconcluded ~~$20,000~~that ~~reimbursement for~~ the ~~underwriter’s~~Company ~~legal~~will ~~counsel~~have ~~and~~sufficient ~~due~~liquidity ~~diligence~~to ~~expenses.~~meet ~~After~~its ~~deducting~~obligations ~~these~~as ~~expenses,~~they ~~net proceeds~~become ~~from~~due ~~the~~for ~~offering~~at ~~(excluding~~least the ~~receivable~~next oftwelve ~~$17,390~~months from the ~~investor)~~date ~~amounted to $4,143,657. As of September 30, 2025, The Company used~~ the ~~proceeds~~unaudited ~~from~~interim ~~the~~condensed ~~offering~~consolidated ~~for~~financial ~~working~~statements ~~capital~~are ~~purposes~~issued.

OnNote ~~October 24, 2025, the Company sold 1,333,334 shares of common stock at $~~2.1 ~~per~~– ~~share,~~Summary ~~generating gross proceeds~~ of ~~$2.8~~Significant ~~million.~~Accounting The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company plans to use the proceeds from the offering for working capital purposes.Policies

~~F-7~~Basis of Presentation

The ~~Company~~accompanying ~~expects~~unaudited tointerim ~~continue~~condensed ~~incurring~~consolidated ~~significant operating~~financial ~~cash~~statements ~~outflows~~reflect all adjustments that, in the opinion of management, are of a normal recurring nature and are necessary to ~~support~~fairly ~~its~~present ~~operations~~the financial statements for the interim periods. ~~Additional~~The ~~financing~~unaudited ~~may~~interim becondensed ~~required~~consolidated tofinancial ~~sustain~~statements are presented in accordance with accounting principles generally accepted in the ~~business~~United States of America (“U.S. ~~Management~~GAAP”) ~~will~~and ~~make its~~have ~~best~~been ~~efforts~~prepared toin ~~secure~~accordance with the ~~necessary~~regulations ~~funding~~of the Securities and Exchange Commission (“SEC”) for interim financial statements. Results for the interim periods are not necessarily indicative of results to ~~support~~be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s ~~operations~~annual report on Form 10-K for the year ended December 31, 2025, which was filed with the SEC on March 27, 2026.

~~The~~Principles ~~Company evaluated its ability to continue as a going concern in accordance with ASC Subtopic 205-40, Presentation~~ of Financial Statements—Going Concern, which requires management to assess whether there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The management assessed its liquidity position and concluded that the Company will have sufficient liquidity to meet its obligations as they become due for at least the next twelve months from the date the unaudited interim condensed consolidated financial statements are issued.Consolidation

~~Note~~The 2unaudited –interim ~~Summary~~ condensed consolidated financial statements of ~~Significant~~the ~~Accounting~~Company ~~Policies~~include the accounts of GDC and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

~~Basis of Presentation~~F-7

~~The~~Use ~~accompanying unaudited interim condensed consolidated financial statements reflect all adjustments that, in the opinion~~ of ~~management,~~Estimates ~~are of a normal recurring nature~~ and are necessary to fairly present the financial statements for the interim periods. The unaudited interim condensed consolidated financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and have been prepared in accordance with the regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Results for the interim periods are not necessarily indicative of results to be expected for the full year. These unaudited interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2024, which was filed with the SEC on March 18, 2025.Assumptions

~~Principles~~The preparation of ~~Consolidation~~unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of intangible assets and equipment, fair value of digital assets and impairment of long-lived assets. Actual results could differ from these estimates.

~~The~~Cash ~~unaudited interim condensed consolidated financial statements of the Company include the accounts of GDC~~ and ~~its~~Cash ~~wholly owned subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.~~Equivalents

~~Use~~As of ~~Estimates~~March 31, 2026 and ~~Assumptions~~December 31, 2025, the Company did not have any cash equivalents. All cash were unrestricted as to withdrawal and use and were demand deposits placed with commercial banks.

~~The~~Prepayments preparation of unaudited interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the unaudited interim condensed consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s unaudited interim condensed consolidated financial statements include the useful lives of intangible assets and equipment, impairment of long-lived assets, collectability of receivables, discount rate used to measure present value of lease liabilities and valuation allowance for deferred tax assets. Actual results could differ from these estimates.

~~Foreign~~Prepayments ~~Currency~~are ~~Translation~~advances ~~and~~paid ~~Transactions~~to outside vendors for services purchases. The Company has legally binding contracts with its vendors. Once the services are received, the amounts are recognized as expenses in the unaudited interim condensed consolidated statements of operations.

The reporting currency of the Company is the U.S. dollar. The PRC subsidiaries of the Company conduct their businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted set forth in the H.10 statistical release of the Federal Reserve Board at the end of the period. The statements of operations accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.Equipment

F Equipment was stated at cost less accumulated depreciation. Depreciation is computed using the straight-8line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows:

Translation adjustments included in accumulated other comprehensive income amounted to $213,604 and $213,571 as of September 30, 2025 and December 31, 2024, respectively. The consolidated balance sheets amount, with the exception of shareholders’ equity at September 30, 2025 and December 31, 2024 were translated at 7.1190 RMB and 7.2993 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to unaudited interim condensed consolidated statements of operations accounts for the nine months ended September 30, 2025 and 2024 were 7.2199 RMB and 7.1665 RMB to $1.00, respectively. The unaudited interim condensed consolidated statements of cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the unaudited interim condensed consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

		Useful Life		Estimated Residual Value
Office equipment and furniture		5 years			5	%

The ~~PRC~~cost ~~government~~and ~~imposes~~related ~~significant~~accumulated ~~exchange restrictions~~depreciation onof ~~fund~~assets ~~transfers~~sold ~~out~~or ofotherwise retired are eliminated from the ~~PRC~~accounts ~~that~~and ~~are~~any ~~not~~gain ~~related~~or toloss ~~business~~is included in the unaudited interim condensed consolidated statements of operations. ~~These~~Expenditure ~~restrictions~~for ~~have~~maintenance ~~not~~and ~~had~~repairs aare ~~material impact~~charged onto ~~the~~earnings ~~Company~~as ~~because~~incurred, itwhile ~~has~~additions, ~~not~~renewals ~~engaged~~and inbetterments, ~~any~~which ~~significant~~are ~~transactions~~expected ~~that~~to extend the useful life of assets, are ~~subject~~capitalized. toThe Company also re-evaluates the ~~restrictions~~periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

~~Cash~~Intangible ~~and Cash Equivalents~~Assets

As ofIntangible ~~September~~assets 30represent software copyright that are stated at cost, ~~2025~~less accumulated amortization. Research and ~~December~~development ~~31,~~costs ~~2024,~~ associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the ~~Company~~straight-line ~~did~~basis ~~not~~over the estimated useful lives of the assets. The software copyrights have ~~any~~finite ~~cash~~useful ~~equivalents~~lives and are amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. ~~All~~The ~~cash~~Company ~~were~~amortizes ~~unrestricted~~the ascost of software copyrights, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to ~~withdrawal~~determine ~~and~~whether ~~use~~subsequent events and ~~were~~circumstances ~~demand~~revised ~~deposits~~estimates ~~placed~~of ~~with commercial~~useful ~~banks~~lives. The estimated useful life is as follows:

~~Prepaid~~Useful ~~and~~Life ~~Other~~Software ~~Current~~copyrights ~~Assets~~5 years

Prepaid and other current assets are advances paid to outside vendors for services purchases. The Company has legally binding contracts with its vendors, which require any outstanding prepayments to be returned to the Company when the contract ends.Lease

~~Equipment~~The Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases.

~~Equipment~~The ~~was~~Company ~~stated~~recognizes atlease ~~cost~~liabilities ~~less~~and ~~accumulated depreciation~~corresponding right-of-use assets on the balance sheet for leases. ~~Depreciation~~Operating islease ~~computed~~right- ~~using~~of-use assets (the ~~straight-line~~“ROU”) ~~method~~are ~~after~~disclosed ~~consideration~~as ofnon-current assets in the ~~estimated~~Company’s ~~useful~~unaudited ~~lives~~interim condensed consolidated balance sheets. Current maturities of operating lease liabilities are classified as operating lease liabilities - current, and operating lease liabilities that will be due in more than one year are disclosed as non-current liabilities on the unaudited interim condensed consolidated balance sheets. Operating lease right-of-use assets and ~~estimated~~operating ~~residual~~lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The ~~estimated~~operating ~~useful~~lease ~~lives~~right-of-use asset also includes any lease payments made prior to lease commencement and ~~residual~~the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are asrecognized ~~follows:~~on a straight-line basis over the term of the lease.

		Useful Life		Estimated Residual Value
Office equipment and furnishing		5 years			5	%

F-8

The ~~cost~~Company’s ~~and~~lease ~~related~~has ~~accumulated~~an ~~depreciation of~~initial ~~assets~~term ~~sold~~of or5.4 ~~otherwise~~years. ~~retired~~The ~~are~~Company’s ~~eliminated~~lease ~~from~~agreements ~~the~~did ~~accounts~~not ~~and~~include ~~any~~non-lease ~~gain or loss is included in the unaudited interim condensed consolidated statements of operations~~components. ~~Expenditure~~Lease expense for ~~maintenance~~fixed ~~and~~lease ~~repairs~~payments ~~are~~is ~~charged~~recognized toon ~~earnings~~a asstraight-line ~~incurred,~~basis ~~while~~over ~~additions, renewals and betterments, which are expected to extend~~ the ~~useful~~lease ~~life of assets, are capitalized~~term. The Company’s ~~also~~lease ~~re-evaluates~~agreements ~~the~~do ~~periods~~not ~~of depreciation~~contain toany ~~determine~~significant ~~whether~~residual ~~subsequent~~value ~~events~~guarantees ~~and~~or ~~circumstances~~restricted ~~warrant revised estimates of useful lives~~covenants.

~~Intangible~~The ~~Assets~~Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.

~~Intangible~~The ~~assets~~Company ~~represent~~reassesses ~~software~~of ~~copyright that~~a ~~are~~contract ~~stated~~is ator ~~cost,~~contains ~~less~~a ~~accumulated~~leasing ~~amortization.~~arrangement ~~Research~~ and ~~development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight~~re-~~line~~measures ~~basis~~ROU ~~over the estimated useful lives of the~~ assets. ~~The software copyrights have finite useful lives~~ and ~~are~~lease ~~amortized~~liabilities ~~using~~upon amodification ~~straight-line method that reflects the estimated pattern in which the economic benefits~~ of the ~~intangible asset are to be consumed~~contract. The Company ~~amortizes~~will ~~the~~derecognize ~~cost~~ROU ofassets ~~software~~and ~~copyrights~~lease liabilities, ~~over~~with ~~their~~differences ~~useful life~~recognized ~~using~~in the ~~straight-line~~income ~~method.~~statement ~~The~~on ~~Company also re-evaluates~~ the ~~periods~~contract ~~of amortization to determine whether subsequent events and circumstances revised estimates of useful lives~~termination. ~~The estimated useful life is as follows:~~

~~Useful~~ ~~Life~~The ~~Software~~Company ~~copyrights~~evaluated 5the ~~years~~subleased office spaces in accordance with the provisions of ASC Topic 842, Leases (“ASC 842”). Since the Company has not been relieved as the primary obligor of the head lease, the Company cannot net the sublease income against its lease payment to calculate the lease liability and right-of-use (“ROU”) asset. The Company records sub-lease income over the term of the subleases on a straight-line basis. The sublease income amounted to $97,826 and $nil for the three months ended March 31, 2026 and 2025, respectively, which was presented as other income on the accompanying unaudited interim condensed consolidated statements of operations and comprehensive loss.

FImpairment for Long-9lived Assets

~~Lease~~The Company’s determination of whether or not an indication of impairment exists at the cash generating unit level requires significant management judgment pertaining to intangible assets, including a software copyright of AI Box, which is used for online living-stream and a software copyright of Chat Box, which is used for online interactive entertainment scenarios, as well as the operating Right-of-use (“ROU”) assets, including the offices of the Company. Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s intangible assets and ROU assets are impaired. Based on the evaluation, the Company did not recognize any impairment losses in long-lived assets for the three months ended March 31, 2026 and 2025.

~~The~~Digital Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases.Assets

The Company ~~recognizes~~holds ~~lease~~digital ~~liabilities and corresponding right-of-use~~ assets onprimarily ~~the~~for ~~balance~~investment ~~sheet~~and ~~for~~treasury ~~leases.~~purposes ~~Operating~~rather ~~lease~~than ~~right-~~for ~~of-~~use ~~assets~~in (the ~~“ROU”)~~ordinary ~~are~~course ~~disclosed~~of asbusiness. ~~non-current assets~~Based inon ~~the Company~~management’s ~~consolidated~~intent ~~balance~~and ~~sheets.~~expected ~~Current~~holding ~~maturities~~period, ofdigital ~~operating~~assets ~~lease liabilities~~ are classified as ~~operating lease~~either ~~liabilities -~~ current, ~~and~~or ~~operating lease liabilities that will be due in more than one year are disclosed as~~ non-current ~~liabilities on the consolidated balance sheets. Operating lease right-of-use~~ assets ~~and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement~~. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease.

~~Most~~In ~~leases~~accordance ~~have~~with ASU ~~initial~~2023-08, ~~terms~~Intangibles—Goodwill ~~ranging~~and ~~from 1~~Other—Crypto Assets, digital assets are accounted for as intangible assets measured at fair value, with changes in fair value recognized immediately in earnings. Digital assets are initially recorded at cost, including acquisition-related fees (see Note 1 ~~to 5~~).~~4 years.~~ ~~The~~Subsequent ~~Company’s~~to ~~lease~~initial ~~agreements~~recognition, ~~did~~digital ~~not~~assets ~~include~~are ~~non-lease~~measured ~~components~~at fair value at each reporting date, and unrealized gains and losses are included in the statement of operations. ~~Lease~~Upon ~~expense~~disposal, ~~for~~the ~~fixed~~difference ~~lease~~between ~~payments~~ proceeds and carrying amount is recognized onas a ~~straight-line~~gain ~~basis~~or ~~over~~loss ~~the~~in ~~lease term~~earnings. The Company’s ~~lease~~discloses ~~agreements~~the donumber ~~not~~of ~~contain~~units held, cost basis, fair value, and any significant ~~residual value~~restrictions ~~guarantees~~on the ability to sell or ~~restricted~~transfer ~~covenants~~digital assets in the Note 3 to the unaudited interim condensed consolidated financial statements.

~~The~~Assets ~~Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.~~Acquisition

The Company ~~reassesses~~evaluates ofeach transaction to determine whether it should be accounted for as a ~~contract~~business iscombination or ~~contains a~~an ~~leasing~~asset ~~arrangement~~acquisition ~~and~~in ~~re-measures~~accordance ~~ROU~~with ASC ~~assets~~805, ~~and~~Business ~~lease~~Combinations. ~~liabilities~~A ~~upon~~transaction ~~modification~~is accounted for as an asset acquisition when substantially all of the ~~contract.~~fair ~~The~~value ~~Company~~of ~~will~~the ~~derecognize ROU~~gross assets ~~and~~acquired ~~lease~~is ~~liabilities,~~concentrated ~~with~~in ~~differences~~a ~~recognized~~single inidentifiable ~~the~~asset ~~income~~or ~~statement~~a ongroup of similar identifiable assets, and the ~~contract~~acquired ~~termination~~set does not include a substantive process capable of producing outputs.

~~Impairment~~In ~~for~~assessing ~~Long~~whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, the Company considers the nature of the assets, their risks and characteristics, and whether they represent a group of similar assets as defined under ASC 805-~~lived~~10-55-5A ~~Assets~~through 55-5C.

The Company’s determination of whether or not an indication of impairment exists at the cash generating unit level requires significant management judgment pertaining to intangible assets, including a software copyright of AI Box, which is used for online livingF-stream and a software copyright of Chat Box, which is used for online interactive entertainment scenarios, as well as the operating Right-of-use (“ROU”) assets, including the offices of the Company. Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s intangible assets and ROU assets are impaired. Based on the evaluation, the Company recognized impairment losses in long-lived assets of nil and $2,756,986, respectively, for the nine months ended September 30, 2025 and 2024.9

~~Digital~~For ~~Assets~~transactions accounted for as asset acquisitions, the purchase consideration is measured based on the fair value of the consideration transferred, which generally consists of the fair value of equity securities or other assets issued. The acquired assets and assumed liabilities are recognized based on their relative fair values, and no goodwill is recognized.

~~The~~Fair ~~Company~~Value holds digital assets primarily for investment and treasury purposes rather than for use in the ordinary course of business. In accordance with ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets, digital assets are accounted for as intangible assets measured at fair value, with changes in fair value recognized immediately in earnings. Digital assets are initially recorded at cost, including acquisition-related fees. Subsequent to initial recognition, digital assets are measured at fair value at each reporting date, and unrealized gains and losses are included in the statement of operations. Upon disposal, the difference between proceeds and carrying amount is recognized as a gain or loss in earnings. The Company discloses the number of units held, cost basis, fair value, and any significant restrictions on the ability to sell or transfer digital assets in the Note 3 to the consolidated financial statements.Measurement

~~Assets~~The ~~Acquisition~~accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, other receivables, other payables and accrued liabilities to approximate their fair values because of their short-term nature.

The ~~Company~~accounting ~~evaluates~~standards ~~each~~define ~~transaction~~fair tovalue, ~~determine whether~~establish ~~it should be accounted for as~~ a ~~business~~three-level ~~combination~~valuation orhierarchy ~~an asset acquisition in accordance with ASC 805, Business Combinations. A transaction is accounted~~ for asdisclosures ~~an asset acquisition when substantially all~~ of ~~the~~ fair value ofmeasurement ~~the~~and ~~gross~~enhance ~~assets~~disclosure ~~acquired~~requirements isfor ~~concentrated in~~fair avalue ~~single~~measures. ~~identifiable~~The ~~asset~~three orlevels aare ~~group~~defined ofas ~~similar identifiable assets, and the acquired set does not include a substantive process capable of producing outputs.~~follow:

In● ~~assessing~~Level ~~whether~~1 ~~substantially~~inputs ~~all~~to of the ~~fair~~ ~~value~~valuation ofmethodology ~~the~~are ~~gross~~quoted ~~assets~~prices ~~acquired~~(unadjusted) isfor ~~concentrated~~identical ~~in a single identifiable asset, the Company considers the nature of the~~ assets~~, their~~ ~~risks~~or ~~and~~liabilities ~~characteristics,~~in ~~and~~active ~~whether they represent a group of similar assets as defined under ASC 805-10-55-5A through 55-5C~~markets.

~~For~~● ~~transactions~~Level ~~accounted~~2 ~~for~~inputs asto ~~asset acquisitions,~~ the ~~purchase~~valuation ~~consideration~~methodology isinclude ~~measured~~quoted ~~based~~prices onfor ~~the~~similar ~~fair~~assets ~~value~~and ofliabilities ~~the~~in ~~consideration~~active ~~transferred~~markets, ~~which~~and ~~generally~~inputs ~~consists~~that ofare ~~the~~observable ~~fair value~~for ofthe ~~equity~~assets ~~securities~~ or ~~other~~liability, ~~assets~~either ~~issued.~~directly ~~The~~or ~~acquired~~indirectly, ~~assets~~for ~~and~~substantially ~~assumed~~the ~~liabilities~~full ~~are~~term ~~recognized~~of ~~based~~the onfinancial ~~their relative fair values, and no goodwill is recognized~~instruments.

~~F-10~~● Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

~~Fair~~As ~~Value~~of ~~Measurement~~March 31, 2026 and December 31, 2025, the carrying values of cash, other receivables and other payables approximate their fair values due to the short-term nature of the instruments.

~~The~~General ~~accounting standard regarding fair value of financial instruments~~ and ~~related~~Administrative fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, other receivables, other payables and accrued liabilities to approximate their fair values because of their short-term nature.Expenses

~~The~~General ~~accounting~~and ~~standards~~administrative ~~define~~expenses ~~fair~~mainly ~~value,~~consist ~~establish a~~of ~~three-level~~(i) ~~valuation~~staff ~~hierarchy~~cost, ~~for~~rental ~~disclosures~~and ofdepreciation ~~fair~~related ~~value~~to ~~measurement~~general and ~~enhance~~administrative ~~disclosure~~personnel, ~~requirements~~(ii) ~~for~~professional ~~fair value measures~~expenses. ~~The three levels are defined as follow:~~

●Research ~~Level~~and 1Development ~~inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~Expenses

●Research ~~Level~~and 2development ~~inputs~~expenses tomainly ~~the~~consist ~~valuation~~of ~~methodology~~outsourced ~~include~~research ~~quoted prices for similar assets~~ and ~~liabilities~~development inexpenses. ~~active~~Research ~~markets,~~ and ~~inputs~~development ~~that~~expenses are ~~observable~~expensed ~~for~~as ~~the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments~~incurred.

●Income ~~Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.~~Taxes

AsThe ofCompany ~~September~~accounts ~~30,~~for ~~2025~~income ~~and~~taxes ~~December~~in ~~31,~~accordance ~~2024,~~ with U.S. GAAP. The charge for taxation is based on the ~~carrying~~results ~~values~~for ofthe ~~cash~~fiscal year as adjusted for items, ~~other~~which ~~receivables~~are ~~and~~non-assessable ~~other~~or ~~payables~~disallowed. ~~approximate~~It ~~their~~is ~~fair~~calculated ~~values~~using ~~due~~tax torates ~~the~~that ~~short-term~~have ~~nature~~been ofenacted or substantively enacted by the ~~instruments~~balance sheet date.

~~Selling~~Deferred taxes are accounted for using the asset and ~~Marketing~~liability ~~Expenses~~method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the unaudited interim condensed consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

~~Selling and marketing expenses mainly consist of marketing related expenses.~~F-10

~~General~~ An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and ~~Administrative~~interest ~~Expenses~~incurred related to underpayment of income tax are classified as income tax expense in the period incurred. For the three months ended March 31, 2026, the Company recorded $15,901 penalty and interest related to the late filing of fiscal year 2023 and 2024 tax returns, consisting of $5,053 interest and $10,848 penalty. For the three months ended March 31, 2025, the Company recorded $57,303 penalty and interest for failed filing of fiscal year 2023 and 2024 tax return timely, consisting of $15,982 interest and $41,321 penalty.

~~General and administrative expenses mainly consist of (i) staff cost, rental and depreciation related to general and administrative personnel, (ii) professional expenses.~~ Interest

~~Research~~Interest income is mainly generated from bank deposits and ~~Development~~other ~~Expenses~~interest earning financial assets and is recognized on an accrual basis using the effective interest method.

~~Research~~Net ~~and~~Loss ~~development~~per ~~expenses~~Common ~~mainly consist of outsourced research and development expenses. Research and development expenses are expensed as incurred.~~Stock

~~Income~~Basic ~~Taxes~~loss per share is computed by dividing loss available to common shareholders of the Company by the weighted average common stocks outstanding during the period. Diluted loss per share takes into account the potential dilution that could occur if securities or other contracts to issue common stocks were exercised and converted into common stocks.

~~The~~ In May 2025, the Company ~~accounts~~issued and sold pre-funded warrants that are exercisable for ~~income~~shares ~~taxes~~of incommon stock at a nominal exercise price. In accordance with ~~U.S.~~ASC ~~GAAP.~~260, ~~The~~these ~~charge~~prefunded ~~for~~warrants ~~taxation~~are isconsidered ~~based~~to onbe ~~the~~common ~~results~~stock ~~for~~equivalents and are included in the ~~fiscal~~calculation ~~year~~of asbasic ~~adjusted~~and ~~for~~diluted ~~items,~~earnings ~~which~~per ~~are~~share ~~non-assessable~~when ~~or disallowed~~the inclusion is dilutive. ItAs the exercise price of the prefunded warrants is ~~calculated~~nominal ~~using~~and ~~tax~~substantially ~~rates~~all ~~that~~conditions necessary to exercise the warrants have been ~~enacted~~met, orthe ~~substantively~~prefunded ~~enacted~~warrants byare included in the ~~balance~~weighted ~~sheet~~average ~~date~~shares outstanding for both basic and diluted loss per share. As of March 31, 2026, 4,026,936 pre-funded warrants as described were outstanding.

~~Deferred~~ ~~taxes~~For ~~are accounted for using~~ the ~~asset and~~three ~~liability~~months ~~method~~ended inMarch ~~respect~~31, of2026 ~~temporary differences arising from differences between the carrying amount of assets~~ and ~~liabilities in~~2025, ~~the~~1,260,665 ~~unaudited interim condensed consolidated financial statements~~ and ~~the corresponding tax basis used in the computation~~ 2,312,006 of ~~assessable tax~~outstanding ~~profit.~~warrants In(excluding ~~principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to~~ the ~~extent~~Pre-funded ~~that~~Warrants) ~~it is probable that taxable profit will be available against~~ which ~~deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that~~ are ~~expected~~equivalent to ~~apply~~convertible ~~to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement~~of 1,059,277 and ~~except when it is related to items credited or charged directly to equity~~2, in110,618 ~~which~~common ~~case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when~~stocks, ~~in the opinion of management~~respectively, itwere isexcluded ~~more~~from ~~likely than not that some portion or all of~~ the ~~deferred~~diluted ~~tax~~loss ~~assets~~per ~~will~~share ~~not~~calculation bedue ~~realized.~~to ~~Current~~their ~~income~~antidilutive ~~taxes are provided for in accordance with the laws of the relevant taxing authorities~~effect.

AnComprehensive uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. For the three months ended September 30, 2025, the Company reversed $39,429 of previously overstated penalty and interest recognized in prior quarter, consisting of $17,411 of interest and $22,018 of penalty. For the nine months ended September 30, 2025, the Company recorded $5,301 of penalty and interest related to the late filing of tax returns, consisting of $1,912 of interest and $3,389 of penalty. For the three and nine months ended September 30, 2024, the Company did not record any penalty and interest for failed filing the tax return timely.Loss

~~F-11~~Comprehensive loss is defined as the changes in equity of the Company during a year/period from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive income of the Company includes the foreign currency translation adjustment.

~~Interest~~Recently Accounting Pronouncements

~~Interest~~In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income istax ~~mainly~~information ~~generated~~within ~~from~~the ~~bank deposits~~rate reconciliation and expanded disclosures of income taxes paid, among other ~~interest~~disclosure ~~earning~~requirements. ~~financial~~ASU ~~assets~~2023-09 ~~and~~is effective for fiscal years beginning after December 15, 2024. Early adoption is ~~recognized~~permitted. The Company adopted ASU 2023-09 on ana ~~accrual~~prospective basis ~~using~~since January 1, 2025 and the ~~effective~~adoption ~~interest~~has ~~method~~no impact on the accompanying unaudited interim condensed consolidated financial statements.

~~Net~~In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (~~Loss~~Subtopic 220-40): ~~per~~Disaggregation ~~Common~~of ~~Stock~~Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future unaudited interim condensed consolidated financial statements.

Basic income (loss) per share is computed by dividing income (loss) available to common shareholders of the Company by the weighted average common stocks outstanding during the period. Diluted income (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stocks were exercised and converted into common stocks.F-11

In ~~May~~March ~~2023~~2025, ~~November~~the ~~2023~~FASB ~~and~~issued ~~May~~ASU 2025-05, Credit Losses (Topic 326): Simplifications to the ~~Company~~Accounting ~~issued~~for Short-Term Receivables and ~~sold pre-funded~~Contract ~~warrants~~Assets. The update introduces practical expedients that ~~are~~allow ~~exercisable~~entities ~~for~~to ~~shares~~simplify the estimation of ~~common~~expected ~~stock~~credit atlosses afor ~~nominal~~accounts ~~exercise~~receivable ~~price.~~and Incontract ~~accordance~~assets ~~with~~by ~~ASC~~permitting ~~260,~~certain ~~these~~assumptions ~~prefunded warrants~~regarding ~~are~~current ~~considered~~conditions toand beexpectations ~~common~~of ~~stock~~future ~~equivalents~~economic ~~and~~conditions. The amendments are ~~included~~intended into reduce the ~~calculation~~complexity and cost of ~~basic~~applying ~~and~~the ~~diluted~~current ~~earnings~~expected ~~per~~credit ~~share~~loss ~~when the~~model ~~inclusion~~for isshort-term ~~dilutive~~financial assets. AsThe ~~the~~amendments ~~exercise~~in ~~price~~this ofupdate ~~the~~are ~~prefunded~~effective ~~warrants~~for isfiscal ~~nominal~~years ~~and~~beginning ~~substantially~~after ~~all~~December ~~conditions~~15, ~~necessary~~2026, toincluding ~~exercise the~~interim ~~warrants~~periods ~~have~~within ~~been~~those ~~met,~~fiscal ~~the~~years. ~~prefunded~~Early ~~warrants~~adoption ~~are~~is ~~included~~permitted. inThe Company is currently evaluating the ~~weighted~~impact ~~average~~of ~~shares~~adopting ~~outstanding~~this ~~for~~guidance ~~both~~on ~~basic~~its ~~and~~unaudited ~~diluted income~~interim ~~(loss)~~condensed ~~per~~consolidated ~~share~~financial statements. AsThe Company does not currently expect the adoption of ~~September~~this ~~30,~~guidance ~~2025,~~to ~~7,468,536~~have ~~pre-funded~~a ~~warrants~~material asimpact ~~described~~on ~~were~~its ~~outstanding~~unaudited interim condensed consolidated financial statements.

~~For~~The ~~the~~Company ~~nine~~does ~~months~~not ~~ended~~believe ~~September~~other ~~30,~~recently ~~2025~~issued ~~and 2024,~~but ~~1,220,151~~not ~~and~~yet 3effective accounting standards,~~142,515 of~~ ~~outstanding~~if ~~warrants~~currently ~~(excluding~~adopted, ~~the~~would ~~Pre-funded~~have ~~Warrants~~a ~~and~~material ~~Exchange~~effect ~~Warrants)~~on ~~which~~the ~~are~~Company’s ~~equivalent to~~unaudited ~~convertible~~interim ~~of 1,018,763 and~~condensed ~~2,941,127~~consolidated ~~common~~balance ~~stocks~~sheets, ~~respectively,~~unaudited ~~were~~interim ~~excluded~~condensed ~~from~~consolidated ~~the~~statements ~~diluted~~of ~~income~~operations (and comprehensive loss) ~~per~~and ~~share calculation~~unaudited ~~due~~interim tocondensed ~~their~~consolidated ~~antidilutive~~statements ~~effect~~of cash flows.

~~Comprehensive~~Note ~~Income~~3 ~~(Loss)~~– Fair Value of Financial Instruments

~~Comprehensive~~ ~~income~~ASC ~~(loss)~~820, Fair Value Measurements states that fair value is ~~defined~~an asexit price, representing the ~~changes~~amount that would be received to sell an asset or paid to transfer a liability in ~~equity~~an ~~of the~~orderly ~~Company~~transaction ~~during~~between market participants. As such, fair value is a ~~year~~market-based ~~from~~measurement ~~transactions~~that ~~and~~should ~~other~~be ~~events~~determined ~~and~~based ~~circumstances~~on ~~excluding~~assumptions ~~transactions~~that ~~resulting~~market ~~from~~participants ~~investments~~would byuse ~~owners and~~in ~~distributions~~pricing toan ~~owners~~asset or a liability. ~~Accumulated~~The ~~other~~three-tiered ~~comprehensive~~fair ~~income~~value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: ~~the~~(Level ~~Company~~I) ~~includes~~observable ~~the~~inputs ~~foreign~~such ~~currency~~as ~~translation~~quoted ~~adjustments~~ prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and ~~unrealized~~(Level ~~gains~~III) unobservable inputs for which there is little or ~~losses~~no onmarket data. The fair value hierarchy requires the use of observable market data when available~~-for-sale~~ ~~investments~~in determining fair value. The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows (in millions):

Reclassification

	March 31, 2026 (unaudited)								December 31, 2025
	Fair Value		Level I		Level II		Level III		Fair Value		Level I		Level II		Level III
Digital assets - current	$	0.07	$	0.07	$	—	$	—	$	—	$	—	$	—	$	—
Digital assets – non current		501		501		—		—		663		663		—		—
Total	$	501	$	501	$	—	$	—	$	663	$	663	$	—	$	—

~~Certain~~ ~~prior~~As ~~period~~of ~~amounts~~March ~~have~~31, ~~been~~2026, ~~reclassified to~~the ~~conform~~Company held 7,500 units of Bitcoin, at cost of $842 million, which were classified as non-current assets. These Bitcoins were originally held by Pallas and continued to be held following the ~~current~~Company’s ~~period~~acquisition ~~presentation~~of Pallas. During the three months ended March 31, 2026, the Company acquired approximately 1.08 units of Bitcoin, at cost of $100,000 for short-term trading purposes, which are classified as current assets.

~~Recently~~In ~~Accounting Pronouncements~~accordance with ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets, the Company accounts for its crypto assets as indefinite-lived intangible assets measured at fair value, with changes in fair value recognized in net income in each reporting period.

InThe ~~November~~fair ~~2023,~~value ~~the~~of ~~FASB~~Bitcoin ~~issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”, which~~ is ~~intended~~determined tobased ~~improve reportable~~on ~~segment~~quoted ~~disclosure~~prices ~~requirements,~~in ~~primarily~~active ~~through enhanced disclosures about significant segment expenses~~markets. The ~~purpose~~Company ~~of the~~does ~~amendment~~not isapply toamortization ~~enable investors~~ to ~~better~~digital ~~understand~~assets. anGains ~~entity’s overall performance~~ and ~~assess~~losses ~~potential~~resulting ~~future~~from ~~cash~~changes ~~flows. The~~in ~~guidance~~fair isvalue ~~effective~~are ~~for~~presented ~~fiscal years beginning after December 15, 2023, and interim periods~~ within ~~fiscal~~“Other ~~years~~(expenses) ~~beginning~~income” ~~after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented~~ in the ~~financial~~ ~~statements.~~unaudited ~~The~~interim ~~Company~~condensed ~~adopted~~consolidated ~~ASU 2023-07 for the year ended December 31, 2024. The adoption has no significant impact on the Company’s financial~~ statements ~~and~~of ~~disclosure~~operations.

In ~~December~~As ~~2023~~of March 31, 2026, the ~~FASB~~fair ~~issued~~value ~~ASU~~of ~~2023-09, Income~~the ~~Taxes~~Company’s ~~(Topic~~Bitcoin ~~740):~~holdings ~~Improvements~~was toapproximately ~~Income~~$501 ~~Tax~~million. ~~Disclosures~~For ~~(ASU~~the ~~2023-09),~~three ~~which~~months ~~requires~~ended ~~disclosure~~March of31, ~~incremental income~~2026 ~~tax~~and ~~information~~2025, ~~within~~ the ~~rate~~Company ~~reconciliation~~recognized ~~and~~a ~~expanded~~net ~~disclosures~~loss of ~~income~~approximately ~~taxes~~$162 ~~paid,~~million ~~among~~and ~~other~~$nil, ~~disclosure~~respectively, ~~requirements. ASU~~in ~~2023-09~~the isunaudited ~~effective~~interim ~~for~~condensed ~~fiscal~~consolidated ~~years~~statements ~~beginning~~of ~~after~~operations ~~December~~related ~~15,~~to ~~2024.~~changes ~~Early~~in ~~adoption~~the isfair ~~permitted.~~value ~~The~~of ~~Company’s~~its ~~management does~~Bitcoin ~~not~~holdings. ~~believe~~There ~~the~~was ~~adoption~~no disposal of ~~ASU~~digital ~~2023-09~~assets ~~will~~for ~~have~~the athree ~~material~~months ~~impact~~ended onMarch ~~its~~31, ~~financial~~2026 ~~statements~~ and ~~disclosures~~2025.

F-12

InNote ~~November~~4 ~~2024,~~– ~~the~~Prepayments FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 on a prospective basis with optional retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

~~The~~Prepayments ~~Company~~consisted ~~does~~of ~~not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on~~ the ~~Company’s~~following ~~unaudited~~as ~~interim~~of ~~condensed~~March ~~consolidated balance sheets~~31, ~~unaudited~~2026 ~~interim condensed consolidated statements of operations~~ and ~~comprehensive~~December ~~income~~31, ~~(loss) and unaudited interim condensed consolidated statements of cash flows.~~2025:

Note 3 – Fair Value of Financial Instruments

	March 31, 2026		December 31, 2025
	(unaudited)
Prepayments of operating lease	$	11,842	$	45,325
Prepaid research and development fee*		-		195,000
Prepaid car rental		-		75,648
Nasdaq listing fee		64,875		-
Other prepayments		8,217		15,615
Total prepayments	$	84,934	$	331,588

~~ASC~~* ~~820,~~On ~~Fair~~July ~~Value~~8, ~~Measurements states that fair value is an exit price~~2025, ~~representing~~ the ~~amount~~Company ~~that~~executed ~~would be received to sell~~ an ~~asset~~agreement orwith ~~paid to transfer~~ a ~~liability~~contractor infor anservice ~~orderly transaction~~activities ~~between~~related ~~market~~to ~~participants.~~the AsInteractive ~~such,~~Reading ~~fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy~~Platform, ~~which~~pursuant ~~prioritizes~~to which ~~inputs should be used in measuring fair value~~, isthe ~~comprised~~Company ~~of:~~agreed ~~(Level~~to I)pay ~~observable~~the ~~inputs~~contractor ~~such~~$101,000 aseach ~~quoted~~month, ~~prices~~starting infrom ~~active~~July ~~markets;~~9, ~~(Level II)~~2025, ~~inputs~~until ~~other~~the ~~than~~completion ~~quoted~~of ~~prices~~the inproject ~~active markets that are observable either directly~~ or ~~indirectly~~termination ~~and~~of ~~(Level~~this ~~III) unobservable inputs for which there is little or no market data~~agreement. The ~~fair~~contractor ~~value~~shall ~~hierarchy~~provide ~~requires~~research, ~~the~~design ~~use~~and ofdevelop ~~observable~~services ~~market data when available~~ in ~~determining fair~~relation ~~value.~~to ~~The~~an ~~Company’s~~interactive ~~assets~~reading ~~and liabilities that were measured at fair value on a recurring basis were as follows (in millions):~~platform.

	September 30, 2025 (Unaudited)								December 31, 204
	Fair Value		Level I		Level II		Level III		Fair Value		Level I		Level II		Level III
Digital assets (1)	$	858	$	858	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	858	$	858	$	—	$	—	$	—	$	—	$	—	$	—

Note 5 – Equipment, net

~~As of September 30~~Equipment, ~~2025,~~net ~~the~~consisted ~~Company’s digital assets were comprised~~ of ~~7,500~~the ~~units of Bitcoin, at cost of $842 million. These Bitcoins were originally held by Pallas and continued to be held~~ following ~~the Company’s~~as ~~acquisition~~ of ~~Pallas.~~March ~~In accordance with ASU 2023-08~~31, ~~Intangibles—Goodwill~~2026 and ~~Other—Crypto~~December ~~Assets~~31, ~~the~~ ~~Company accounts for its crypto assets as indefinite-lived intangible assets measured at fair value, with changes in fair value recognized in net income each reporting period.~~2025:

The fair value of Bitcoin is determined based on quoted prices in active markets. The Company does not apply amortization to digital assets. Gains and losses resulting from changes in fair value are presented within “Other income” in the consolidated statements of operations.

	March 31, 2026			December 31, 2025
	(unaudited)
Office equipment and furniture	$	14,190		$	14,190
Subtotal		14,190			14,190
Less: accumulated depreciation		(12,319	)		(10,713	)
Total	$	1,871		$	3,477

As ofDepreciation ~~September~~expense ~~30,~~for ~~2025,~~ the ~~fair value of the Company’s Bitcoin holdings was $857,735,191. For the~~ three ~~and nine~~ months ended ~~September~~March 3031, ~~2025,~~2026 ~~the~~and ~~Company~~2025 ~~recognized~~amounted ato ~~net~~$1,606 and ~~income of~~ $161,~~230~~077,~~431 in~~ ~~the consolidated statements of operations related to changes in the fair value of its Bitcoin holdings~~respectively. ~~There was no disposal of digital assets during the nine months ended September 30, 2025.~~

~~F-13~~Note 6 – Intangible Assets, net

~~Note~~Intangible 4assets –consisted ~~Prepaid~~of the following as of March 31, 2026 and ~~Other~~December ~~Current~~31, ~~Assets~~2025:

Prepaid and other current assets consisted of the following as of September 30, 2025 and December 31, 2024:

	March 31, 2026			December 31, 2025
	(unaudited)
Software	$	10,878,615		$	4,890,092
Add: purchase of software*		-			5,988,523
Subtotal		10,878,615			10,878,615
Less: accumulated amortization		(2,483,833	)		(2,184,403	)
Accumulated impairment		(3,603,974	)		(3,603,974	)
Total	$	4,790,808		$	5,090,238

	September 30, 2025		December 31, 2024
	(unaudited)
Prepayments of operating lease	$	79,094	$	-
Prepaid offering costs		70,000		-
Prepaid research and development fee*		233,333		-
Other prepayments		29,735		-
Total prepaid and other current assets	$	412,162	$	-

On April 28, 2025, the Company purchased one software - Chat Box, by issuance of 2,444,295 shares of the Company’s common stock. Chat Box is an immersive chatbot platform centered on Al technology, specifically designed for otaku enthusiasts and interactive entertainment scenarios.

* On May 28, 2025, the Company made an advance payment to a contractor for service activities related to the Chat Box platform. The contracted work primarily involves system configuration, integration, testing support, and other operational assistance to facilitate the Company’s ongoing research and development process, rather than the creation of new technology or software functionality. The services are expected to be completed by November 30, 2025.F-13

~~Note~~ 5Amortization –expense ~~Equipment~~for the three months ended March 31, ~~net~~ 2026 and 2025 was $299,430 and $62,400, respectively.

~~Equipment~~ As of March 31, 2026, the net ~~consisted~~book value of ~~the~~software ~~following~~copyrights aswas of$4,790,808, ~~September~~after 30deducting accumulated amortization of $2,483,833 ~~2025~~ and ~~December~~accumulated impairment of $3,603,974. No impairment losses were recorded for the three months ended March 31, ~~2024:~~2026 and 2025.

	September 30, 2025			December 31, 2024
	(unaudited)
Office equipment and furniture	$	14,190		$	14,190
Subtotal		14,190			14,190
Less: accumulated depreciation		(9,637	)		(6,409	)
Total	$	4,553		$	7,781

Future amortization of intangible assets is as follows:

Depreciation expense for the three months ended September 30, 2025 and 2024 amounted to $1,076 and $1,183, respectively. Depreciation expense for the nine months ended September 30, 2025 and 2024 amounted to $3,228 and $3,548, respectively.

	Amortization
Remaining of FY2026	$	898,278
FY2027		1,197,708
FY2028		1,197,708
FY2029		1,197,708
FY2030		299,406
Total future amortization of intangible assets	$	4,790,808

Note 67 – ~~Intangible~~Other ~~Assets,~~Payables ~~net~~and Accrued Liabilities

~~Intangible~~Other ~~assets~~payables and accrued liabilities consisted of the following as of ~~September~~March 3031, ~~2025~~ 2026 and December 31, ~~2024~~2025:

	September 30, 2025			December 31, 2024
	March 31,			December 31,
	2026			2025
	(unaudited)
Software	$	4,890,092		$	4,890,092
Professional service fee	$	633,953		$	345,570
Add: purchase of software*		5,988,523			-
Payroll		120,152			57,226
Subtotal		10,878,615			4,890,092
Advance from an investor (1)		3,027			4,771
Less: accumulated amortization		(1,822,573	)		(1,036,518	)
Amounts due to a shareholder (2)		100,000			100,000
Accumulated impairment		(2,751,174	)		(2,751,174	)
Others		178			178
Total	$	6857,~~304,868~~310		$	1507,~~102,400~~745

*(1) OnIncludes ~~April~~advance ~~28,~~from ~~2025, the Company purchased~~ one ~~software- Chat Box, by issuance~~ of ~~2,444,295 shares of~~ the ~~Company’s~~warrant ~~common~~shareholders ~~stock. Chat Box is an immersive chatbot platform centered on Al technology, specifically designed~~ for ~~otaku enthusiasts and interactive entertainment scenarios. Building on~~ the ~~Chat~~exercise ~~Box~~of ~~platform,~~prefunded the Company is undertaking secondary development to create a product that will serve as both mobile and web platform for interactive fiction experiences, where readers can make choices that branch the storyline and lead to multiple endingswarrants.

~~F-14~~(2) On January 23, 2025, Green Oasis Limited, which at the time held less than 5% ownership shares in the Company, provided a $100,000 loan to the Company, for working capital purposes, with maturity as of April 23, 2025. On April 25, 2025, Green Oasis Limited and the Company extended the maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement.

~~Amortization~~Note ~~expenses~~8 ~~for~~– ~~the~~Related ~~three~~Party ~~months~~Balances ~~ended September 30, 2025~~ and ~~2024 were $361,828 and $245,136, respectively. Amortization expenses for the nine months ended September 30, 2025 and 2024 were $786,055 and $628,834, respectively.~~Transactions

AsOther ofpayables ~~September~~– ~~30,~~related 2025, the net book value of software copyrights was $ 6,304,868, after deducting accumulated amortization of $1,822,573. No impairment losses were recorded for the three and nine months ended September 30, 2025. Due to limited potential economic benefits for varying reasons for the nine months ended September 30, 2024, the Company recognized impairment losses of $2,756,986 for the three and nine months ended September 30, 2024, to the software copyrights.parties:

Future amortization of intangible assets are as follows:

Name of related party	Relationship	Nature	March 31, 2026		December 31, 2025
			(unaudited)
Xiaojian Wang	Chief Executive Officer	Accrued compensations	$	112,500	$	100,000
Xiaojian Wang	Chief Executive Officer	Interest-free advances to the Company*		310,000		-
Xiaojian Wang	Chief Executive Officer	Operating related fees paid on behalf of the Company		2,150		2,150
Zihao Zhao	Chief Finance Officer	Accrued compensations		60,833		60,833
Zihao Zhao	Chief Finance Officer	Reimbursement		2,057		2,033
Total			$	487,540	$	165,016

	Amortization
Remaining of FY2025		361,826
FY2026		1,447,308
FY2027		1,447,308
FY2028		1,447,308
FY2029		1,301,708
FY2030		299,410
Total future amortization of intangible assets	$	6,304,868

*	The terms of these loans are disclosed in Note 1- Liquidity and Capital Resources.

~~Note 7 – Other Payables and Accrued Liabilities~~F-14

~~Other~~Related ~~payables~~Party ~~and accrued liabilities consisted of the following as of September 30, 2025 and December 31, 2024:~~Transaction

	September 30,		December 31,
	2025		2024
	(unaudited)
Professional service fee	$	340,973	$	375,085
Payroll		63,068		26,558
Advance from an investor (1)		4,771		-
Amounts due to shareholder (2)		100,000		-
Others		178		178
Total	$	508,990	$	401,821

As disclosed in Note 1, the Company purchased 100% equity interest of Pallas from the Sellers, on September 29, 2025. Two shareholders of the Company, who beneficially own 12.86%, in the aggregate, of the outstanding shares of common stock of the Company, immediately before the execution of the Transaction, also serve as the directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Pallas Transaction constitutes a related party transaction for the Company pursuant to Item 404 of Regulation S-K.

~~(1)~~ ~~Includes~~As ~~advance~~of ~~from~~March ~~one~~31, 2026 and December 31, 2025, the balance of other payables - related parties were $487,540 and $165,016, respectively, mainly consisted of accrued compensation of the ~~warrant~~Company’s ~~shareholders~~officers, ~~for~~interest - free advances received from the ~~exercise~~Company’s officers and operating related fees paid by the Company’s officer on behalf of ~~prefunded~~the ~~warrants~~Company.

~~(2)~~ OnFor ~~January~~the ~~23,~~three ~~2025,~~months ~~Green~~ended ~~Oasis~~March ~~Limited~~31, a2026 ~~shareholder~~and ~~holding~~2025, ~~less than 5% ownership shares in~~ the Company, ~~provided~~recorded acompensation ~~$100,000~~expenses ~~loan~~ to ~~the~~its ~~Company,~~officers ~~for~~amounted ~~working~~to ~~capital purposes~~$37, ~~with maturity as of April 23~~500 and $20, ~~2025. On April 25~~000, ~~2025~~respectively, ~~Green~~for ~~Oasis~~their ~~Limited~~services ~~and~~provided ~~the~~to ~~Company extended~~ the ~~maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement signed on July 30, 2025~~Company.

Note 8 9– ~~Related Party Balances and Transactions~~Leases

~~Other~~Leases ~~payables~~are –classified as operating leases or finance leases in accordance with ASC 842 Leases. The Company’s operating leases mainly related ~~parties:~~to the rights to use building and office facilities. For leases with terms greater than 12 months, the Company records the related asset and liability at the present value of lease payments over the term. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company’s determination of lease payments when appropriate.

Name of related party

Relationship

Nature

September 30, 2025

December 31, 2024

March 31, 2026

December 31, 2025

(unaudited)

~~(unaudited)~~

Xiaojian Wang

Chief Executive Officer

Accrued compensations

87,500

50,000

Weighted average remaining lease term:

Xiaojian Wang

Chief Executive Officer

Interest-free loans to the Company*

349,485

Operating lease

2.83 years

3.08 years

Xiaojian Wang

Chief Executive Officer

Operating related fees paid on behalf of the Company

41,635

50,000

Weighted average discount rate:

Zihao Zhao

Chief Finance Officer

Accrued compensations

60,833

50,833

Operating lease

7.54

Zihao Zhao

Chief Finance Officer

Reimbursement

1,997

1,948

Total

191,965

502,266

* The ~~terms~~balances offor ~~these~~the ~~loans~~operating leases where the Company is the lessee are ~~disclosed~~presented inas ~~Note~~follows 1-within ~~Liquidity~~the ~~and~~unaudited ~~Capital~~interim ~~Resources.~~condensed consolidated balance sheets:

Related Party Transaction

	March 31, 2026		December 31, 2025
	(unaudited)
Operating lease right-of-use assets, net
Operating lease	$	916,711	$	987,988

Lease liabilities
Current portion of operating lease liabilities		361,546		353,648
Non-current portion of operating lease liabilities		695,153		781,216
	$	1,056,699	$	1,134,864

As disclosed in Note 1, the Company purchased 100% equity interest of Pallas from the Sellers, on September 29, 2025. Two shareholders of the Company, who beneficially own 11.4%, in the aggregate, of the outstanding shares of common stock of the Company, immediately before the execution of the Transaction, also serve as the directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Pallas Transaction constitutes a related party transaction for the Company pursuant to Item 404 of Regulation SF-K.15

~~F-15~~Future lease payments under operating leases as of March 31, 2026 were as follows:

As of September 30, 2025 and December 31, 2024, the balance of other payables - related parties were $191,965 and $502,266, respectively, mainly consisted of accrued compensation of the Company’s officers, interest - free loans received from the Company’s officers and operating related fees paid by the Company’s officer on behalf of the Company. As of September 30, 2025, the interest-free loans received from the Company’s officers were fully repaid.

	Operating Leases
Remaining of FY2026	$	325,747
FY2027		401,127
FY2028		409,149
FY2029		34,605
Total lease payments	$	1,170,628
Less: imputed interest		113,929
Present value of lease liabilities ⁽¹⁾	$	1,056,699

~~For~~(1) ~~the~~As ~~three~~of ~~months~~March ~~ended~~31, ~~September 30~~2026, ~~2025 and~~present ~~2024,~~value ~~the~~of ~~Company~~future ~~recorded~~operating ~~compensation~~lease ~~expenses~~payments toconsisted ~~its~~of ~~officers~~current ~~amounted~~portion toof ~~$37,500~~operating lease liabilities and ~~$20,000,~~ ~~respectively,~~non-current ~~for~~portion ~~their~~of ~~services provided~~operating lease liabilities, amounting to ~~the~~$361,546 ~~Company~~and $695,153, respectively.

~~For~~ ~~the~~Lease ~~nine~~expense ~~months~~for ~~ended~~all ~~September~~the ~~30,~~Company’s ~~2025~~operating ~~and 2024,~~leases for the ~~Company~~three ~~recorded~~months ~~compensation~~ended ~~expenses~~March to31, ~~its~~2026 ~~officers~~and ~~amounted~~2025 towere $8990,~~536~~939 and $60123,~~000~~492, respectively,. ~~for~~Lease ~~their~~payments ~~services provided~~for toall the Company’s operating leases for the three months ended March 31, 2026 and 2025 were $nil and $164,656, respectively.

~~Note~~ 9For ~~– Leases~~the three months ended March 31, 2026, the Company incurred $101,958 short-term lease expenses and the short-term lease payments were $2,625. For the three months ended March 31, 2025, the Company incurred $46,737 short-term lease expenses and the short-term lease payments were $62,316.

~~Leases~~Effective ~~are~~from ~~classified~~December as1, ~~operating~~2025, ~~leases~~the orCompany ~~finance leases~~subleased inpartial ~~accordance~~of ~~with~~the ~~ASC~~lease ~~842~~office ~~Leases.~~space ~~The~~to ~~Company’s~~a ~~operating~~third ~~leases~~party ~~mainly~~for ~~related to~~ the ~~rights~~remaining toof ~~use~~the ~~building~~head ~~and office~~lease ~~facilities~~term. ~~For~~ ~~leases~~Since ~~with~~the ~~terms~~Company ~~greater~~has ~~than~~not 12been ~~months,~~relieved as the ~~Company~~primary ~~records~~obligor of the ~~related~~head ~~asset~~lease, ~~and~~the ~~liability~~Company atcannot net the ~~present value~~sublease ofincome ~~lease~~against ~~payments~~its ~~over~~lease ~~the~~payment ~~term. Certain~~to ~~leases~~calculate ~~include~~the ~~rental~~lease ~~escalation~~liability ~~clauses,~~and ~~renewal~~right-of-use ~~options~~(“ROU”) ~~and/or~~asset. ~~termination~~The ~~options, which~~Company ~~are~~records ~~factored~~sub-lease ~~into~~income over the ~~Company’s~~term ~~determination~~ of ~~lease~~the ~~payments~~subleases ~~when~~on ~~appropriate~~a straight-line basis.

	September 30, 2025			December 31, 2024
	(unaudited)
Weighted average remaining lease term:
Operating lease		3.33 years			3.63 years
Weighted average discount rate:
Operating lease		7.54	%		7.53	%

Future sublease income under operating leases as of March 31, 2026 were as follows:

The balances for the operating leases where the Company is the lessee are presented as follows within the consolidated balance sheets:

	Operating Leases
Remaining of FY2026		327,392
FY2027		400,461
FY2028		408,471
FY2029		69,209
Total sublease receivable	$	1,205,533
Less: imputed interest		145,524
Present value of sublease income	$	1,060,009

	September 30, 2025		December 31, 2024
	(unaudited)
Operating lease right-of-use assets, net
Operating lease	$	1,057,858	$	1,342,333
Lease liabilities
Current portion of operating lease liabilities		315,579		427,984
Non-current portion of operating lease liabilities		865,729		1,104,552
	$	1,181,308	$	1,532,536

For the three months ended March 31, 2026 and 2025, the Company recorded sublease income of $97,826 and $nil respectively, as other income on the accompanying unaudited interim condensed consolidated statements of operations and comprehensive loss.

~~F-16~~Note 10 – Equity

~~Future~~Common ~~lease payments under operating leases as of September 30, 2025 were as follows:~~Stock

	Operating Leases
Remaining of FY2025		97,826
FY2026		393,261
FY2027		401,127
FY2028		409,149
FY2029		34,605
Total lease payments	$	1,335,968
Less: imputed interest		154,660
Present value of lease liabilities (1)	$	1,181,308

On February 10, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Univest as the sales agent (the “February 2025 Offering”). Pursuant to the ATM Agreement, the Company may issue and sell from time to time, shares of its common stock having an aggregate offering price of not more than $10,000,000 through the sales agent or any of its sub-agent(s) or other designees, acting as sales agent. Up to the date the unaudited interim condensed consolidated financial statements were issued, the Company has not issued or sold any shares under the ATM Agreement.

~~(1) As of September 30, 2025, present value of future operating lease payments consisted of current portion of operating lease liabilities and non~~F-~~current portion of operating lease liabilities, amounting to $315,579 and $865,729, respectively.~~16

~~Lease~~ ~~expense~~On ~~for~~March ~~all~~4, 2025, the Company’s ~~operating leases~~entered ~~for~~into ~~the~~a ~~three~~securities ~~months~~purchase ~~ended~~agreement ~~September~~(the ~~30,~~“March 2025 ~~and~~Securities ~~2024~~Purchase ~~were~~Agreement”) ~~$100,134~~with ~~and~~certain ~~$133~~investors for the sale of 1,~~586~~115,600 ~~respectively~~shares of common stock at $0.896379 ~~Lease~~per ~~payments~~share ~~for~~(the ~~all~~“March 2025 Offering”), generating net proceeds in the ~~Company~~amount of $910,000, after deducting underwriter’s ~~operating~~ ~~leases~~fees ~~for~~of $70,000, equal to seven percent (7%) of the ~~three~~aggregate ~~months~~gross ~~ended~~proceeds ~~September~~raised ~~30,~~in ~~2025~~this Offering and ~~2024~~reimbursement ~~were~~of $~~105~~20,~~102~~000 for the underwriter’s legal counsel and ~~$81,075,~~due ~~respectively~~diligence analysis expense. The Company used the proceeds from the offering for working capital purposes.

~~Lease~~ ~~expense~~On ~~for~~May ~~all~~2, 2025, the Company’s ~~operating leases~~entered ~~for~~into a securities purchase agreement (the ~~nine~~“May ~~months~~2025 ~~ended~~Securities ~~September~~Purchase 30Agreement”) with certain investors for the sale of 1,115,600 ~~2025~~shares ~~and~~of ~~2024~~common ~~were~~stock at approximately $~~342,150~~0.524 per share and ~~$381~~9,~~791~~380,582 ~~respectively~~pre-funded warrants (the “May 2025 Pre-Funded Warrants”) at approximately $0.523 ~~Lease~~per ~~payments~~warrant ~~for~~(the ~~all~~“May 2025 Offering”). As of March 31, 2026, the Company~~’s operating~~ ~~leases~~received gross proceeds of approximately $4.5 million for ~~the~~subscription ~~nine~~of ~~months~~1,115,600 ~~ended~~shares ~~September~~of 30its common stock and 7,468,536 ~~2025~~pre-funded warrants. The offering remains ongoing and ~~2024~~has ~~were~~not yet been fully completed. Transaction costs incurred through March 31, 2026 included underwriter’s fees of $~~425~~314,~~219~~343 and a $~~314~~20,~~170,~~000 ~~respectively~~reimbursement for the underwriter’s legal counsel and due diligence expenses. The Company used the proceeds from the offering for working capital purposes.

~~For~~ On April 28, 2025, the ~~three~~Company entered into a software purchase agreement (the “Agreement”) with Gongzheng Xu and ~~nine~~Qing ~~months~~Wang, ~~ended~~who ~~September 30~~are unaffiliated with the Company at the time (collectively, ~~2025~~the “GXQW”). Pursuant to the Agreement, the Company ~~incurred~~agreed ~~$227,761~~to purchase and ~~$395~~the GXQW agreed to sell all of GXQW’s right,~~383,~~ ~~respectively~~title, ~~short-term~~and ~~lease~~interest ~~expenses.~~in ~~For~~and to the ~~three~~certain ~~and~~software ~~nine~~(the ~~months~~“Chat ~~ended~~Box”). ~~September 30,~~The ~~2025,~~purchase price of the ~~short-term~~software ~~lease~~shall ~~payments~~be ~~were~~payable ~~$154,000~~in ~~and~~the ~~$490~~form of issuance of 2,~~056~~444,295 ~~respectively~~shares of the Company’s common stock. ~~The~~On April 28, 2025, the Company ~~did~~issued ~~not~~2,444,295 ~~incur~~shares ~~any~~of ~~short-term~~its ~~lease~~common ~~expenses for~~stock ~~the~~to ~~three~~GXQW and ~~nine~~the ~~months~~transaction ~~ended~~was ~~September~~completed. ~~30,~~The ~~2024~~Company used the software to develop its AI business.

~~Note~~ 10On –September ~~Taxes~~8, 2025, the Company, Pallas and the Sellers executed the Share Exchange Agreement, pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the Target Shares. On September 29, 2025, in exchange for the Target Shares, the Company issued an aggregate of 39,189,344 shares of the Company’s common stock to such Sellers.

~~Income~~ ~~Tax~~On October 24, 2025, the Company entered into securities purchase agreements (the “October 2025 Securities Purchase Agreement”) with certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “October 2025 Private Placement”), an aggregate of 1,333,334 shares of the Company’s common stock at a purchase price of $2.10 per share, for gross proceeds in the amount of $2,800,000. The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company used the proceeds from the offering for working capital purposes.

~~United~~ ~~States~~As of March 31, 2026 and December 31, 2025, the total outstanding shares of the Company’s common stock were 60,759,711 and 57,318,111, respectively.

GDC and AIC are corporations organized in the state of Nevada and operate primarily in the state of New York. As a result, they are subject to U.S. federal corporate income tax as well as state and local income taxes in New York.Warrants

~~For~~Prefunded ~~the nine months ended September 30, 2025 and 2024, the applicable statutory tax rates were as follows:~~Warrants

● ~~Federal~~In ~~corporate~~connection ~~income~~with ~~tax~~the ~~rate:~~May ~~21%;~~2025 Offering, the Company issued 7,468,536 shares of pre-funded warrants, which is exercisable immediately.

● ~~New~~In ~~York~~January ~~State~~2026, ~~corporate~~holders ~~income~~of ~~tax~~3,441,600 ~~rate:~~May 62025 Pre-Funded Warrants, exercised their options to purchase 3,441,600 shares of the Company’s common stock.~~5%;~~

● ~~New~~As ~~York~~of ~~City~~March ~~business~~31, ~~corporation~~2026 ~~tax~~and ~~rate:~~December 831, 2025, 4,026,936 prefunded warrants were outstanding.~~85%;~~

~~● Metropolitan Transportation Business Tax Surcharge (MTA Tax): 30% of the New York State corporate franchise tax liability;~~F-17

The ~~Company’s~~summary ~~effective tax rate may differ from the statutory rates due to various factors, including non-deductible expenses, tax credits, valuation allowances, and the impact~~ of ~~state~~warrant ~~and~~activities ~~local~~for ~~taxes. Additionally,~~ the ~~Company~~three ~~evaluates~~months ~~uncertain~~ended ~~tax~~March ~~positions in accordance with ASC 740~~31, ~~recognizing~~2026 ~~tax~~were ~~benefits only~~as ~~if it is more likely than not that the position will be sustained upon examination.~~follows:

F-17

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2025		8,729,201		8,527,813	$	45.79		2.23
Granted		-		-		-		-
Exercised		3,441,600		3,441,600		-		-
March 31, 2026 (unaudited)		5,287,601		5,086,213	$	45.82		1.99

~~British~~The ~~Virgin Islands~~summary of warrant activities for the three months ended March 31, 2025 were as follows:

Citi Profit BVI and Pallas are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46
Granted		-		-		-		-
Exercised		-		-		-		-
March 31, 2025 (unaudited)		2,312,006		2,110,618	$	29.94		3.22

~~Hong~~Note ~~Kong~~11 – Commitments and Contingencies

Highlight HK is incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Highlight HK is subject to Hong Kong profit tax at a rate of 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million for the three and nine months ended September 30, 2025 and 2024. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception.Contingencies

~~PRC~~From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

~~Highlight~~Note ~~WFOE~~12 ~~and~~– SHSegment Xianzhui are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), qualified small and micro enterprises with annual taxable income not exceeding RMB 3 million are eligible for a preferential corporate income tax rate of 5% until December 31, 2027. This preferential rate is applied in accordance with relevant Chinese tax laws and regulations, and may be adjusted by the authorities from time to time.Reporting

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improved the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 requires entities with a single reportable segment to provide all the disclosures required by the amendments in ASU 2023-07 and all existing segment disclosures in Segment Reporting (Topic 280). ASU 2023-07 is effective for annual periods on January 1, 2024, and periods beginning on January 1, 2025. The ~~current~~Company adopted this standard for its 2024 annual financial statements and ~~deferred~~applied ~~components~~this ofstandard ~~income tax~~retrospectively ~~expenses~~for ~~from~~all ~~continuing~~prior ~~operations~~periods ~~appearing~~presented in the ~~unaudited~~financial ~~interim~~statements. ~~condensed~~ASU ~~consolidated~~2023-07 ~~statements~~has ofno ~~operations~~material ~~are~~impact ason ~~follows:~~the Group’s unaudited interim condensed consolidated financial statements.

	For the nine months ended September 30,
	2025			2024
Current tax expenses	(unaudited)			(unaudited)
Federal	$	(90,000	)	$	-
State		(1,728,814	)		-
Total current tax expenses	$	(1,818,814	)	$	-
Deferred tax benefits
Federal	$	153,911		$	22,666
State		-			-
Total deferred tax benefits	$	153,911		$	22,666
Total (expenses) benefits for income taxes	$	(1,664,903	)		22,666

The Company operates and manages its business as a single segment and has one operating and reportable segment, Virtual Content Production. The Company’s Chief Executive Officer is the chief operating decision-maker (“CODM”). When making decisions about allocating resources and assessing the performance of the Company as a whole, CODM reviews operating metrics and unaudited interim condensed consolidated financial statements.

FThe Company concluded that consolidated net income (loss) reported in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss) is the measure of segment profitability, and consolidated total assets reported in the unaudited interim condensed consolidated balance sheets is the measure of segment assets. The CODM refers to consolidated operating results and financial condition when addressing strategic and operational matters and allocating resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the unaudited interim condensed consolidated statements of operations and comprehensive income (loss). As substantially all of the Company’s long-18lived assets are located in the United States, and substantially all of the Company’s expenses are derived from within the United States, no geographical segments are presented.

~~The~~Note ~~Company~~13 is– ~~subject~~Subsequent to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2022 to 2024 remain open to examination by the major taxing jurisdictions to which the Company is subject. The following is a reconciliation of income tax expenses at the effective rate to income tax at the calculated statutory rates:events

	For the nine months ended September 30, 2025			For the nine months ended September 30, 2024
(unaudited)	(unaudited)
Statutory tax rate
Federal		21.00	%		21.00	%
State (net of federal benefit)		(5.94	)%		-
Foreign tax		(30.13	)%		(1.53	)%
Amortization of intangible assets		2.91	%		-
Change in valuation allowance		12.37	%		(19.47	)%
State capital base tax		(15.33	)%		-	%
Others		0.36	%		(0.60	)%
Effective tax rate		(14.76	)%		(0.60	)%

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to April 10, 2026, which is the date that the unaudited interim condensed consolidated financial statements were available to be issued. Based on this review, other than described below, the Company did not identify any subsequent event that would have required adjustment or disclosure in the unaudited interim condensed consolidated financial statements.

As of September 30, 2025 and December 31, 2024, income tax payable to US tax authorities was $1,960,625 and $141,810, respectively. As of September 30, 2025 and December 31, 2024, no income tax was payable to Chinese tax authorities.F-18

~~The~~ITEM ~~principal~~2. ~~components of the Company~~MANAGEMENT’~~s deferred~~S ~~income~~DISCUSSION ~~tax~~AND ~~assets~~ANALYSIS ~~and~~OF ~~liabilities~~FINANCIAL CONDITION asAND ofRESULTS ~~September~~OF ~~30, 2025 and December 31, 2024 were as follows:~~OPERATIONS

	September 30,			December 31,
	2025			2024
	(unaudited)
Deferred tax assets
Net operating losses carried forward	$	6,627,320		$	6,105,138
Provision of credit loss on note receivable and loan receivable		1,092,011			1,092,011
Impairment loss of intangible assets		845,008			845,008
Amortization of intangible assets		327,985			-
Lease liability		483,357			605,169
Total deferred tax assets	$	9,375,681		$	8,647,326
Less: Valuation allowance		(9,008,993	)		(8,020,571	)
Deferred tax assets, net of valuation allowance	$	366,688		$	626,755
Deferred tax liabilities
Right - Of - Use assets	$	(366,688	)	$	(465,347	)
Amortization of intangible assets		-			(315,319	)
Total deferred tax liabilities	$	(366,688	)	$	(780,666	)
Total deferred tax liabilities, net	$	-		$	(153,911	)

The following discussion and analysis of the results of our operations and financial condition should be read in conjunction with our unaudited condensed financial statements, and the notes to those unaudited condensed financial statements that are included elsewhere in this Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

AsOur ofManagement’s ~~September~~Discussion ~~30,~~and ~~2025~~Analysis contains not only statements that are historical facts, ~~the~~but ~~Group~~also ~~had~~statements ~~tax~~that ~~losses~~are ~~carry~~forward-looking. ~~forwards~~Forward-looking ofstatements are, ~~approximately~~by $5their very nature, uncertain and risky.3 ~~million~~These ~~from~~risks ~~the~~and ~~entity~~uncertainties ininclude ~~the~~international, ~~PRC.~~national, ~~The~~and ~~tax~~local ~~loss~~general ineconomic and ~~the~~market ~~PRC~~conditions; ~~can~~our beability ~~carried~~to ~~forward~~sustain, ~~for~~manage, ~~five years~~or forecast growth; our ability to ~~offset~~successfully ~~future~~make and integrate acquisitions; ~~taxable~~new ~~profit~~product development and ~~which~~introduction; ~~will~~existing ~~expire~~government ~~between~~regulations ~~2028~~ and ~~2029~~changes ifin, ~~not~~or ~~utilized.~~the Asfailure ofto ~~September~~comply 30with, ~~2025,~~government regulations; adverse publicity; competition; the ~~Group~~loss ~~had~~of ~~tax~~significant ~~losses~~customers ~~carry~~or ~~forwards~~suppliers; fluctuations and difficulty in forecasting operating ofresults; ~~approximately~~change ~~$20.0~~in ~~million~~business ~~from~~strategy or development plans; business disruptions; the ~~entities~~ability into attract and retain qualified personnel; the ~~U.S. The~~ability ~~tax~~to ~~loss~~protect intechnology; the ~~U.S.~~risk ~~can~~of foreign currency exchange rate; and other risks that might be ~~carried~~detailed ~~forward~~from ~~indefinitely~~time to time in our filings with the SEC.

~~Management~~Although ~~believes~~the ~~that~~forward-looking statements in this Report reflect the ~~realization~~good faith judgment of ~~the~~our management, such statements can only be based on facts and factors currently known ~~benefits~~by ~~from~~them. ~~these~~Consequently, ~~losses~~and ~~appears~~because ~~uncertain~~forward-looking ~~due~~statements are inherently subject to risks and uncertainties, the ~~Company’s~~actual ~~operating~~results ~~history~~and outcomes may differ materially from the results and ~~continued~~outcomes ~~losses~~discussed in the ~~United~~forward-looking ~~States~~statements. ~~Accordingly,~~You are urged to carefully review and consider the ~~Company~~various ~~has~~disclosures ~~provided~~made ~~a 100%~~by ~~valuation~~us ~~allowance~~in onthis ~~the~~report ~~deferred~~as ~~tax~~we ~~asset~~attempt to ~~reduce~~advise ~~the~~interested ~~asset~~parties toof ~~zero.~~the ~~Management~~risks ~~reviews~~and ~~this~~factors ~~valuation~~that ~~allowance~~may ~~periodically~~affect our business, financial condition, and ~~makes~~results ~~changes~~of ~~accordingly~~operations and prospects.

~~F-19~~Overview

~~Note~~GD 11Culture –Group ~~Concentration~~Limited, offormerly ~~Credit~~known as Code ~~Risk~~Chain New Continent Limited, is a Nevada corporation and a holding company. The Company currently conducts its operations through the Company and its subsidiary, AI Catalysis. Historically, the Company’s business focused on artificial intelligence-driven digital human creation and customization as well as live streaming and e-commerce activities. The Company’s current subsidiaries, Citi Profit, Highlight HK, Highlight WFOE are holding companies with no material operations. The Company’s subsidiary Shanghai Xianzhui, previously engaged in marketing-related services but does not currently conduct business operations and has no material operating activities.

~~Financial~~The ~~instruments~~Company ~~that~~has ~~potentially~~recently ~~subject~~begun adjusting its ~~the~~strategic ~~Company~~direction and has been scaling back certain artificial intelligence-related initiatives while evaluating new opportunities to ~~concentration~~utilize ofits ~~credit~~existing ~~risk~~artificial ~~consist~~intelligence ~~principally~~and virtual content generation technologies. As part of ~~cash~~this ~~deposits~~strategic transition, the Company is expanding into the interactive reading and narrative entertainment market.

~~Accounts~~The atCompany ~~each~~is ~~institution~~currently developing a platform ~~are~~intended ~~insured~~to byenable ~~the~~creators ~~Federal~~to ~~Deposit~~produce ~~Insurance~~interactive, ~~Corporation~~game-like ~~(“FDIC”)~~reading upexperiences tofor ~~$250,000~~end users. AtThe ~~September~~platform ~~30,~~is ~~2025~~expected ~~and~~to ~~December~~provide creators ~~31,~~with ~~2024, the~~a ~~Company~~suite ~~did~~of ~~not~~AI-powered ~~have~~content ~~any~~creation ~~cash~~tools ~~excess~~developed ofby the ~~FDIC~~Company, ~~insured~~which ~~limit.~~are Asdesigned ofto ~~September~~assist ~~30,~~creators ~~2025~~in ~~and~~generating narrative ~~December 31~~structures, ~~2024,~~story $3plots,~~288~~ and ~~$3,267 were deposited~~visual assets associated with astorylines. ~~financial~~The ~~institution~~platform ~~located~~is inalso ~~the~~expected ~~PRC,~~to ~~respectively.~~incorporate ~~While~~AI-driven dialogue ~~management~~systems ~~believes~~designed ~~that~~to ~~these~~enable ~~financial~~readers ~~institutions~~to ~~are of~~interact ~~high~~with ~~credit~~characters ~~quality~~within the story environment, itcreating ~~also~~a ~~continually~~more ~~monitors~~dynamic ~~their~~and ~~credit~~immersive narrative ~~worthiness~~experience.

~~Note~~The 12platform –remains ~~Equity~~in the development stage, and the Company is continuing to refine its technology and product design. The Company has not yet launched the platform commercially, and there can be no assurance regarding the timing of its commercialization, market acceptance, or the Company’s ability to successfully execute its strategic transition.

~~Statutory Reserves and Restricted Net Assets~~2

InRecent accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required to make appropriations to certain statutory reserves, namely a general reserve fund, an enterprise expansion fund, a staff welfare fund and a bonus fund, all of which are appropriated from net profit as reported in its PRC statutory accounts. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to a general reserve fund until such fund has reached 50% of its respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus funds are at the discretion of the board of directors for the foreign invested enterprises. For other subsidiaries incorporated in the PRC, the general reserve fund was appropriated based on 10% of net profits as reported in each subsidiary’s PRC statutory accounts. General reserve and statutory surplus funds are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company. Staff welfare and bonus fund and statutory public welfare funds are restricted to capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for distribution except under liquidation. As of September 30, 2025 and December 31, 2024, there was no balance of the PRC statutory reserve funds.Development

In addition, under PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer their net assets to the Company in the form of dividend payments, loans or advances. Amounts of restricted net assets include paid up capital and statutory reserve funds of the Company’s PRC subsidiaries. As of September 30, 2025 and December 31, 2024, the Company did not have any restricted net assets.Offering

~~Furthermore,~~On ~~cash~~February ~~transfers~~10, ~~from~~2025, the Company’s entered into ~~PRC~~an ~~subsidiaries~~At-The-Market toIssuance Sales Agreement (the ~~Company’s~~“ATM ~~subsidiaries~~Agreement”) ~~outside~~with ofUnivest as the ~~PRC~~sales ~~are~~agent ~~subject~~(the “February 2025 Offering”). Pursuant to the ~~PRC~~ATM ~~government~~Agreement, ~~control~~the Company may issue and sell from time to time, shares of ~~currency~~its ~~conversion.~~common stock having ~~Shortages~~an inaggregate ~~the~~offering ~~availability~~price of ~~foreign~~not ~~currency~~more ~~may~~than ~~restrict~~$10,000,000 through the ~~ability~~sales agent or any of ~~the~~its ~~Company’~~sub-agent(s) ~~PRC~~or ~~subsidiaries~~other todesignees, ~~remit sufficient~~acting ~~foreign~~as ~~currency~~sales agent. Up to ~~pay~~the ~~dividends~~date orthe ~~other~~unaudited ~~payments~~interim tocondensed consolidated financial statements were issued, the Company, has not issued or ~~otherwise~~sold ~~satisfy~~any ~~their~~shares ~~foreign~~under ~~currency~~the ~~denominated~~ATM ~~obligations~~Agreement.

~~Common~~On ~~Stock~~March 4, 2025, the Company entered into a securities purchase agreement (the “March 2025 Securities Purchase Agreement”) with certain investor for the sale of 1,115,600 shares of common stock at $0.896379 per share (the “March 2025 Offering”), generating gross proceeds in the amount of $1,000,000, before deducting underwriter’s fees and accountable expenses and other estimated expenses. The Company used the proceeds from the offering for working capital purposes. Upon closing of the March 2025 Offering, the Company paid $90,000 cash for underwriting, which consists of a total cash fee of $70,000, equal to seven percent (7%) of the aggregate gross proceeds raised in the March 2025 Offering and reimbursement of reasonable fees and expenses of $20,000 for the underwriter’s legal counsel and due diligence analysis expenses.

On ~~January~~May 112, ~~2024~~2025, the Company ~~issued~~entered into a securities purchase agreement (the ~~400~~ “May 2025 Securities Purchase Agreement”) with certain investors for the sale of 1,~~000~~ 115,600 shares of ~~its~~ common stock toat ~~Beijing~~approximately ~~Hehe~~$0.524 ~~for~~per ~~exchange~~share ~~of 13~~and 9,380,582 pre-funded warrants (the “May 2025 Pre-Funded Warrants”) at approximately $0.~~3333%~~523 ofper warrant (the ~~total~~“May ~~equity~~2025 ~~interest~~Offering”). As of SHMarch ~~Xianzhui~~31, ~~(as~~2026, ~~described~~The Company received approximately $4.5 million in ~~Note~~proceeds for subscription of 1),115,600 shares of its common stock and 7,468,536 pre-funded warrants. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through the reporting date included underwriter’s fees of $314,343 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. The Company used the proceeds from the offering for working capital purposes.

InOn ~~March~~May ~~2024~~11, 2025, the Company entered into a ~~placement~~Common ~~agency~~Stock ~~agreement~~Purchase (Agreement with an investor, pursuant to which the ~~“March~~Company ~~2024~~shall ~~Placement~~have ~~Agency~~the ~~Agreement”),~~right ~~with~~to ~~Univest~~require ~~Securities,~~the ~~LLC~~investor ~~(“Univest”)~~to purchase, ~~pursuant~~from time to ~~which~~time, ~~Univest~~up ~~agrees~~ to ~~use~~a ~~its~~cumulative ~~reasonable~~total ~~best~~of ~~efforts~~$300,000,000 toworth ~~sell~~of the Company’s common stock. inThe aCompany ~~registered~~plans ~~direct~~to use the proceeds from the offering, if any, to invest in Bitcoin and OFFICIAL TRUMP and for general corporate purposes. The common stock will be issued and sold by the Company to the investor pursuant to a ~~concurrent~~registration ~~private~~statement ~~placement~~effective (under the ~~“March~~Securities ~~2024~~Act ~~Offering~~of 1933, as amended (the “Securities Act”). ~~Univest~~or, ~~has~~if there is no ~~obligation~~effective toregistration ~~buy~~statement ~~any~~registering, ofor no current prospectus available for the ~~securities~~issuance ~~from~~of the ~~Company~~ orcommon stock issuable pursuant to ~~arrange~~the ~~for~~Agreement, in reliance upon the ~~purchase~~exemptions orfrom ~~sale~~the registration requirements of ~~any~~the ~~specific~~Securities ~~number~~Act orafforded ~~dollar~~by ~~amount~~Section 4(a)(2) of ~~securities~~the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

~~Pursuant~~On toOctober ~~the~~24, ~~March~~2025, ~~2024~~the ~~Offering,~~Company anentered ~~aggregate~~into ~~of 810,277 shares~~securities ofpurchase ~~common~~agreements ~~stock of~~ (the ~~Company,~~“October ~~par~~2025 ~~value~~Securities ~~$0.0001 per~~Purchase ~~share,~~Agreement”) ~~were~~with ~~sold to~~ certain ~~purchasers~~accredited ~~(the~~investor, ~~“March~~pursuant ~~2024~~to ~~Offering~~which ~~Purchasers”),~~the ~~pursuant~~Company agreed to aissue ~~securities~~and ~~purchase agreement~~sell, ~~dated~~in ~~March~~a ~~22,~~private ~~2024~~placement (the “~~March~~October ~~2024~~2025 ~~Securities Purchase~~Private ~~Agreement~~Placement”), atan ~~a price~~ aggregate of $1~~.144 per common stock~~,333,334 ~~for~~shares ~~aggregated proceeds~~ of ~~approximately~~the ~~$0.9 million. The~~ Company’s ~~paid~~common ~~Univest~~stock at a ~~cash~~purchase ~~fee~~price ~~equal~~of ~~to 4~~$2.0%10 ofper ~~the~~share, ~~aggregate~~for gross proceeds ~~raised~~ in the ~~March~~amount ~~2024~~of ~~Offering~~$2,800,000. The Company ~~also issued~~received ~~warrants~~net toproceeds ~~Univest to purchase up to 40,514 shares~~ of ~~common~~approximately ~~stock~~$2.5 ofmillion ~~the~~after ~~Company~~deducting atunderwriter’s anfees ~~exercise price~~ of $~~1.373 per share~~196,000 ~~(the “March 2024 Placement Agent Warrants”). The March 2024 Placement Agent Warrants~~ and ~~the~~other ~~common stock underlying~~offering ~~the~~costs ~~March 2024 Placement Agent Warrants were not registered under the Securities Act, pursuant to the registration statement~~ of ~~March 2024 Offering~~$60,000. The ~~March~~Company ~~2024~~used ~~Placement Agent Warrants were issued pursuant to an exemption from~~ the ~~registration~~proceeds ~~requirements~~for ofworking ~~the Securities~~capital ~~Act provided in Section 4(a)(2) of the Securities Act~~ and~~/or~~ ~~Regulation~~general Dcorporate ~~promulgated thereunder~~purposes.

~~F-20~~Software Purchase Agreement

On ~~May~~April 3128, ~~2024~~2025, the Company entered into a ~~software~~ software purchase agreement (the “Agreement”) with ~~Shanxi~~Gongzheng ~~Gangdong~~Xu ~~Cultural~~and ~~Media~~Qing ~~Co.,~~Wang ~~Ltd.~~(the “GXQW”), awho ~~seller~~are unaffiliated with the Company ~~(the “SGCM”)~~. Pursuant to the ~~agreement~~Agreement, the Company agreed to purchase and ~~SGCM~~the GXQW agreed to sell all of ~~SGCM~~GXQW’s right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software shall be ~~$1,248,000,~~ payable in the form of an issuance of 12,~~560~~444,~~000~~295 shares of ~~common stock of~~ the Company~~, valued at $0.80 per share. The Company plans to use the software to develop its AI business. On June 4, 2024, the Company issued 1,560,000 shares of common stock of the Company to the SGCM~~’s ~~designees~~common ~~and the transaction was completed~~stock.

~~From~~On ~~February~~April ~~2024~~28, to2025, ~~October~~the ~~2024,~~Company 1issued 2,~~489~~444,~~385~~295 shares of ~~the~~its ~~Company’s~~ common stock ~~were~~to ~~issued~~GXQW ~~due~~and to the ~~exercise~~transaction ofwas ~~pre-funded~~completed. ~~warrants,~~The ~~that~~Company ~~were~~plans ~~sold~~to inuse the ~~fiscal~~software ~~year~~to ~~2023~~develop its AI business.

From March 2024 to October 2024, 1,361,460 shares of the Company’s common stock were issued due to the exercise of 1,695,885 registered warrants issued in November 2023 (the “November 2023 Registered Warrants”).3

InAcquisition ~~August 2024, 92,756 shares~~ of ~~the Company’s common stock were issued due to the exercise of 54,646 registered warrants and 84,244 unregistered warrants that were issued in the fiscal year 2021.~~Pallas

On ~~February~~September ~~10,~~8 2025, the Company ~~entered~~(the ~~into~~“Acquirer”), anPallas ~~At-The-Market~~Capital ~~Issuance~~Holding ~~Sales~~Ltd, ~~Agreement~~a British Virgin Islands company incorporated on June 30, 2025 (~~the~~ “~~ATM~~Pallas” ~~Agreement~~or the “Target”), and ~~with~~the ~~Univest~~shareholders asof the ~~sales~~Target ~~agent~~(each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “~~February~~Share ~~2025~~Exchange Agreement”, and the transactions contemplated thereby, collectively, the ~~Offering~~“Transaction”)., ~~Pursuant~~pursuant to which, the ~~ATM~~Sellers ~~Agreement,~~wish ~~the~~to ~~Company~~sell ~~may~~to ~~issue~~the Acquirer, and ~~sell~~the ~~from~~Acquirer ~~time~~wishes to ~~time~~purchase from the Sellers, 100% interest in and to the ordinary shares of ~~its~~the ~~common~~Target ~~stock~~(the ~~having~~“Target anShares”). In exchange for the Target Shares, ~~aggregate~~the ~~offering~~Acquirer ~~price~~shall ofissue ~~not~~an ~~more~~aggregate ~~than~~of ~~$10~~39,~~000~~189,~~000~~344 ~~through~~shares of the ~~sales~~Company’s ~~agent~~common orstock ~~any~~(the “GDC Shares”), of ~~its~~the Acquirer ~~sub-agent(s)~~in orbook ~~other~~entry ~~designees,~~form ~~acting~~in ~~as sales~~such ~~agent.~~amount Upand to ~~the~~such ~~date~~Sellers. On September 29, 2025, the ~~unaudited~~Sellers ~~interim~~transferred ~~condensed~~to ~~consolidated~~Acquirer ~~financial~~10,000 ~~statements~~shares of ~~were~~Target ~~issued~~Shares, ~~the~~being ~~Company~~all ~~has~~of ~~not~~the issued or ~~sold~~and ~~any~~outstanding ordinary shares ~~under~~of the ~~ATM~~Target, ~~Agreement~~and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company.

OnPallas ~~March~~was 4,established ~~2025,~~for the ~~Company~~primary ~~entered into a securities~~purpose ~~purchase~~of ~~agreement~~holding ~~(the~~digital ~~“March~~assets ~~2025~~as ~~Securities~~a ~~Purchase~~long-term ~~Agreement”)~~reserve, with ~~certain investors for~~ the ~~sale~~objective of ~~1,115,600~~achieving ~~shares of~~potential ~~common~~appreciation ~~stock~~in ~~at $0~~value.~~896379~~ ~~per~~As ~~share~~of ~~(the “~~March ~~2025 Offering”)~~31, ~~generating net proceeds in the amount of $910~~2026,~~000, after~~ ~~deducting~~Pallas ~~underwriter’s~~held ~~fees of $70~~7,~~000,~~500 ~~equal~~units ~~to seven percent (7%)~~ of ~~the aggregate gross proceeds raised in this Offering and reimbursement of $20,000 for the underwriter’s legal counsel and due diligence analysis expense~~Bitcoin. ~~The Company used the proceeds from the offering for working capital purposes.~~

OnThe ~~May~~Transaction 2,is ~~2025,~~accounted ~~the Company entered into a securities purchase agreement (the “May 2025 Securities Purchase Agreement”) with certain investors~~ for ~~the~~as ~~sale~~an ~~of 1,115,600 shares~~asset ~~of common stock at approximately $0.524 per share and 9~~acquisition,~~380,582~~ ~~pre-funded~~as ~~warrants (~~the ~~“May~~Target’s ~~2025~~assets ~~Pre-Funded~~primarily ~~Warrants”)~~consist ~~at approximately~~of ~~$0.523~~digital ~~per~~assets ~~warrant~~ (~~the “May 2025 Offering”~~Bitcoin). AsThe ofpurchase ~~September~~consideration ~~30,~~is ~~2025,~~measured ~~the Company received gross proceeds~~based ofon ~~$4,478,000 for subscription of 1,115,600 shares of its common stock and 7,468,536 pre-funded warrants, with $17,390 still outstanding and receivable from~~ the ~~investor.~~fair ~~The~~value ~~offering remains ongoing and has not yet been fully completed. Transaction costs incurred through September 30, 2025 included underwriter’s fees~~ of ~~$314,343 and a $20,000 reimbursement for~~ the ~~underwriter~~Company’s ~~legal~~common ~~counsel and~~stock ~~due~~issued ~~diligence~~as ~~expenses~~consideration. After deducting these expenses, net proceeds from the offering (excluding the receivable of $17,390 from the investor) amounted to $4,143,657. As of September 30, 2025, the Company used the proceeds from the offering for working capital purposes.

OnTwo ~~April~~shareholders ~~28,~~of ~~2025,~~ the Company, ~~entered~~who ~~into a~~beneficially ~~software~~own ~~purchase~~approximately ~~agreement~~12.86%, (in the ~~“Agreement”)~~aggregate, ~~with~~of ~~Gongzheng~~the Xuoutstanding ~~and~~shares ~~Qing~~of ~~Wang,~~common ~~who~~stock ~~are~~of ~~unaffiliated with~~ the Company, atimmediately before the execution ~~time~~of ~~(collectively~~the Transaction, are the ~~“GXQW”).~~directors ~~Pursuant~~and toshare ~~the~~voting ~~Agreement,~~and ~~the~~dispositive ~~Company~~power ~~agreed~~over tothe ~~purchase~~shares ~~and~~issued by the ~~GXQW~~Target. ~~agreed~~Accordingly, tothe ~~sell all~~Transaction ofconstitutes ~~GXQW’s~~a ~~right,~~related ~~title,~~party ~~and~~transaction ~~interest~~for inthe ~~and~~Company pursuant to ~~the~~Item ~~certain~~404 ~~software~~of ~~(the~~Regulation ~~“Chat Box”)~~S-K. ~~The~~Given ~~purchase~~the ~~price~~related party nature of the ~~software~~ ~~shall~~Transaction beand ~~payable in~~ the ~~form~~fact ofthat ~~issuance~~the ofacquired ~~2,444,295~~digital ~~shares~~assets ofare ~~the~~highly ~~Company’s~~liquid ~~common~~and ~~stock.~~have Onobservable ~~April~~market 28prices, ~~2025,~~management ~~the~~concluded ~~Company issued~~that ~~2,444,295~~the ~~shares~~fair value of ~~its~~the ~~common~~assets ~~stock~~acquired tois ~~GXQW~~more ~~and~~reliably ~~the~~measurable ~~transaction~~than ~~was~~the ~~completed.~~fair ~~The~~value ~~Company~~of ~~used~~ the ~~software~~common tostock ~~develop~~issued ~~its~~as ~~AI business~~consideration.

FReferring to Financial Accounting Standards Board (“FASB”) ASC Topic 805-2110-55-5, the Company applied two steps (including step 1, screen test and step 2, evaluation of process and input) in evaluating whether the acquisition was an asset acquisition or a business combination. Pallas had no operations except for holding Bitcoin as a reserve, and substantially all of the fair value of the gross assets acquired is concentrated in its Bitcoin. Therefore, the Company decided that Pallas cannot constitute a business and such Pallas Transaction should be accounted for as an asset acquisition. The purchase consideration is measured based on the fair value of the Company’s common stock issued and the consideration is further allocated to the value of the asset acquired in the transaction. Given the related party nature of the Pallas Transaction and the fact that the acquired digital assets are highly liquid and have observable market prices, which indicated that the fair value of the assets acquired is far higher than the fair value of the common stock issued, management concluded that the such Pallas transaction indicated a capital contribution from the shareholders. Accordingly, the excess of the fair value of the digital assets acquired over the fair value of the common stock issued should be recorded as an increase in additional paid-in capital and the value of the assets acquired, which was concurrently with the determination of the value of the assets acquired under asset acquisition.

OnKey ~~September~~Factors 8that ~~2025,~~Affect ~~the~~Operating Company, Pallas and the Sellers executed the Share Exchange Agreement, pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the Target Shares. On September 29, 2025, in exchange for the Target Shares, the Company issued an aggregate of 39,189,344 shares of the Company’s common stock to such Sellers.Results

AsOur results of ~~September~~operations ~~30,~~are ~~2025~~influenced ~~and~~by ~~December~~several factors ~~31,~~related ~~2024,~~ to the ~~total~~development ~~outstanding~~of ~~shares~~our ofinteractive ~~the~~reading ~~Company’s~~and ~~common~~narrative ~~stock~~entertainment ~~were 55,984,777~~platform and ~~11,167,294,~~our ~~respectively~~ongoing strategic transition.

~~Warrants~~Early-Stage Development of Our Platform

~~Placement~~We ~~Agent~~are ~~Warrants~~currently in the early stages of developing our interactive reading and narrative entertainment platform. Because the platform has not yet been commercially launched, our revenues from this business are currently limited or may be limited in the near term. Our operating results may fluctuate as we continue to refine the platform’s technology, features, and business model.

InInvestment March 2024, the Company entered into a placement agency agreement (the “March 2024 Placement Agency Agreement”), with Univest, pursuant to which, Univest agrees to use its reasonable best efforts to sell the Company’s common stock in aTechnology ~~registered direct offering~~ and aProduct concurrent private placement (the “March 2024 Offering”). Univest has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.Development

InThe ~~connection~~development ~~with~~of ~~the~~our ~~March~~platform ~~2024~~requires ~~Offering, the~~continued ~~Company~~investment ~~issued~~in 40technology infrastructure,~~514 shares~~ ofartificial ~~unregistered~~intelligence ~~warrants~~capabilities, ~~(the~~and ~~“March~~product ~~2024~~development. ~~Placement~~As ~~Agent~~a ~~Warrants”) to Univest~~result, atwe anexpect ~~exercise~~to incur ~~price~~expenses ofrelated ~~$1.373 per~~to ~~share.~~research ~~The~~and ~~March~~development, ~~2024~~engineering, ~~Placement Agent Warrants~~ and ~~the~~platform ~~common~~infrastructure ~~stock~~as ~~underlying~~we ~~the~~continue ~~March~~to ~~2024~~build ~~Placement~~and ~~Agent Warrants~~enhance ~~were not registered under~~ the ~~Securities Act, pursuant to the registration statement of March 2024 Offering~~platform. The ~~March~~timing ~~2024~~and ~~Placement Agent~~magnitude ~~Warrants were issued pursuant to an exemption from the registration requirements~~ of ~~the~~these ~~Securities~~investments ~~Act~~may ~~provided~~affect inour ~~Section~~operating ~~4(a)(2) of~~expenses ~~the Securities Act~~ and~~/or~~ ~~Regulation~~overall Dfinancial ~~promulgated thereunder~~performance.

~~As of September 30, 2025 and December 31, 2024, 695,535 unregistered warrants issued to Univest were outstanding.~~4

~~Prefunded~~Ability ~~Warrants~~to Attract Creators and Users

InThe ~~connection~~success of our platform will depend in part on our ability to attract creators who can develop interactive narrative content and to grow a base of active users who engage with such content. Our operating results may be affected by the ~~May~~level ~~2025~~of ~~Offering~~creator participation, the ~~Company~~ ~~issued~~quantity ~~7,468,536 shares~~and quality of ~~pre-funded~~available ~~warrants~~content, and ~~which~~user isengagement ~~exercisable~~on ~~immediately~~the platform.

~~From~~Monetization ~~February~~and ~~2024~~Market ~~to October 2024, holders of 1,489,763 pre-funded warrants, issued in November 2023, exercised their options to purchase 1,489,385 shares of the Company’s common stock.~~Acceptance

AsOur offuture ~~September~~revenues ~~30,~~will ~~2025~~depend on our ability to effectively monetize the platform and ~~December~~achieve 31market acceptance of our products and services. Potential revenue streams may include platform services, ~~2024~~content distribution, or other digital content-related activities. However, the market for interactive narrative and 7AI-enabled content platforms is evolving,~~468,536~~ and ~~nil~~there ~~prefunded~~can ~~warrants~~be ~~were~~no ~~outstanding,~~assurance ~~respectively~~that our platform will achieve significant user adoption or generate meaningful revenue.

~~Registered~~Results ~~Warrants~~of Operations

OnThree ~~March~~Months ~~26,~~Ended ~~2024,~~March ~~October 16~~31, ~~2024~~2026 and October 17, 2024, holders of 1,695,885 registered warrants issued in November 2023 (the “November 2023 Registered Warrants”) exercised their options to purchase 1,361,460 shares of the Company’s common stockvs. OnMarch ~~April 30~~31, ~~2025, holders of 1,051,341 November~~ ~~2023 Registered Warrants exercised their options to purchase 952,644 shares of the Company’s common stock, on a cashless basis.~~2025

As of September 30, 2025 and December 31, 2024, 565,130 and 1,616,471 November 2023 Registered Warrants were outstanding, respectively.

	For Three Months Ended March 31,									Percentage
	2026			2025			Change			Change
General and administrative		(1,346,804	)		(937,877	)		(408,927	)		43.6.	%
Research and development expense		(303,000	)		-			(303,000	)		(100.0	)%
Loss from operations		(1,649,804	)		(937,877	)		(711,927	)		75.9	%
Other (expenses) income, net
Interest income		-			2,118			(2,118	)		(100.0	)%
Unrealized loss on fair value changes of digital assets		(162,483,197	)		-			(162,483,197	)		(100.0	)%
Sublease rental income		97,826			-			97,826			100.0	%
Other (expenses) income, net		(162,385,371	)		2,118			(162,387,489	)		(7667020.3	)%
Loss before income tax		(164,035,175	)		(935,759	)		(163,099,416	)		(17429.6	)%
Provision for income taxes		(30,818	)		(41,751	)		10,933			(26.2	)%
Net loss		(164,065,993	)		(977,510	)		(163,088,483	)		16684.1	%
Net loss attributable to noncontrolling interest		(17	)		-			(17	)		(100.0	)%
Net loss attributable to GD Culture Group Limited		(164,065,976	)		(977,510	)		(163,088,466	)		16684.1	%

~~February~~Operating ~~2021 Registered and Unregistered Warrants~~Expenses

InThe ~~August~~Company’s ~~2024,~~operating ~~holders~~expenses ofinclude general 54and administrative (“G&A”) expenses,~~646~~ ~~registered~~research ~~warrants~~ and ~~84,244~~development ~~unregistered~~(“R&D”) ~~warrants~~expenses. ~~issued~~G&A inexpenses increased ~~2021~~by ~~exercised~~$408,927 ~~their~~from ~~options~~$937,877 tofor ~~purchase~~the 92three months ended March 31,~~756~~ ~~shares~~2025 ofto $1,346,804 for the ~~Company’s~~three ~~common~~months ~~stock~~ended March 31, 2026. onThe aincrease ~~cashless~~was ~~basis.~~mainly Asdue to the increase in the amortization of ~~September~~intangible 30assets. R&D expenses increased to $303,000 ~~2025~~for ~~and~~the three ~~December~~months ended March 31, ~~2024~~2026, nocompared ~~warrants~~to ~~issued~~$nil infor ~~2021~~the ~~were~~three ~~outstanding~~months ended March 31, 2025. The increase was mainly due to the Company increased inputs on research and development about its interactive fiction—story platform.

~~The~~Other ~~summary~~(Expenses) ~~of warrant activities for the nine months ended September 30~~Income, ~~2025 were as follows:~~Net

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46
Granted		7,468,536		7,468,536		0.001		-
Exercised		1,051,341		1,051,341		-		-
September 30, 2025 (unaudited)		8,729,201		8,527,813	$	45.79		2.48

The Company’s other expenses increased to $162,385,371 during the three months ended March 31, 2026, compared to other income of $2,118 for the three months ended March 31, 2025. The increase was mainly due to the unrealized loss on fair value changes of digital assets for the three months ended March 31, 2026.

~~F-22~~5

~~The~~Net ~~summary of warrant activities for the nine months ended September 30, 2024 were as follows:~~Loss

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2023		9,623,806		5,394,642	$	19.45		4.54
Granted		40,514		40,514		1.37		4.49
Exercised		6,176,993		2,149,217		-		-
September 30, 2024 (unaudited)		3,487,327		3,285,939	$	23.83		3.80

The Company’s net loss increased by approximately $163.1 million, or 16684.1%, to approximately $164.1 million, for the three months ended March 31, 2026, from $977,510 for the three months ended March 31, 2025. The increase was primarily driven by the unrealized loss on fair value changes of digital assets as discussed above.

~~Note~~Liquidity ~~13 – Commitments~~ and ~~Contingencies~~Capital Resources

~~Contingencies~~As of March 31, 2026, the Company had $16,805 in its operating bank accounts and working capital deficit of approximately $1.7 million.

From ~~time~~January 2026 to ~~time,~~ the ~~Company~~date ~~may~~the beunaudited ~~subject~~interim tocondensed ~~certain~~consolidated ~~legal~~financial ~~proceedings,~~statements ~~claims~~were ~~and~~available ~~disputes~~to ~~that~~be ~~arise~~issued, inMr. ~~the~~Xiaojian ~~ordinary~~Wang, ~~course~~the ofChief ~~business.~~Executive ~~Although~~Officer ~~the outcomes~~ of ~~these~~the ~~legal~~Company ~~proceedings cannot be predicted~~(“CEO”), ~~the~~made ~~Company~~advances ~~does~~of ~~not believe these actions~~$310,000 into the ~~aggregate~~Company through, ~~will~~these ~~have~~advances aare ~~material~~non-interest ~~adverse~~bearing ~~impact~~and due on ~~its~~ ~~financial position, results of operations or liquidity~~demand.

~~Note~~In 14March –2026, ~~Segment~~the ~~Reporting~~CEO executed a Letter of Support in which he agreed to provide continuing financial support to the Company for a period of at least 12 months from the issuance date of the Company’s unaudited interim condensed consolidated financial statements for the three months ended March 31, 2026.

InThe ~~November~~Company ~~2023,~~expects ~~the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements~~ to ~~Reportable~~continue ~~Segment~~incurring ~~Disclosures (“ASU 2023-07”), which improved the reportable~~significant ~~segment~~operating ~~disclosure~~cash ~~requirements,~~outflows ~~primarily through enhanced disclosures about significant segment expenses enabling investors~~ to ~~better understand~~support anits ~~entity’s overall performance and assess potential future cash flows~~operations. ~~ASU~~Additional ~~2023-07~~financing ~~requires~~may ~~entities~~be ~~with~~required ~~a single reportable segment~~ to ~~provide~~sustain ~~all~~ the ~~disclosures required by the amendments in ASU 2023-07 and all existing segment disclosures in Segment Reporting (Topic 280)~~business. ~~ASU~~Management ~~2023-07~~will ~~is effective for annual periods on January 1, 2024, and interim periods beginning on January 1, 2025. The Group~~make ~~adopted this standard for~~ its ~~2024~~best ~~annual~~efforts ~~financial~~to ~~statements~~secure ~~and applied this standard retrospectively for all prior periods presented in~~ the ~~financial~~necessary ~~statements.~~funding ~~ASU~~to ~~2023-07~~support ~~has no material impact on~~ the ~~Group~~Company’s ~~consolidated financial statements~~operations.

The Company ~~operates~~evaluated ~~and~~its ~~manages~~ability ~~its~~to ~~business~~continue as a ~~single~~going ~~segment~~concern ~~and~~in ~~has~~accordance ~~one~~with ~~operating~~ASC ~~and~~Subtopic ~~reportable~~205-40, ~~segment~~Presentation of Financial Statements—Going Concern, ~~the~~which ~~Virtual~~requires ~~Content~~management to ~~Production.~~assess ~~The~~whether there is substantial doubt about the Company’s ~~Chief~~ability ~~Executive Officer~~to iscontinue as a going concern within one year after the date ~~chief~~the ~~operating~~financial ~~decision-maker~~statements ~~(“CODM”)~~are issued. ~~When~~The ~~making~~management ~~decisions~~assessed ~~about~~its ~~allocating~~liquidity ~~resources~~position and ~~assessing~~concluded that the Company will have sufficient ~~performance~~liquidity ofto ~~the~~meet ~~Company~~its obligations as athey ~~whole,~~become due for at least the ~~CODM~~next ~~review~~twelve ~~operating~~months ~~metrics~~from ~~and~~the date the unaudited interim condensed consolidated financial statements are issued.

The ~~Company~~following ~~concluded that consolidated net income (loss) reported~~summarizes in the ~~consolidated~~key ~~statements~~components of ~~operations and comprehensive income (loss) is~~ the measure of segment profitability, and consolidated total assets reported in the consolidated balance sheets is the measure of segment assets. The CODM refers to consolidated operating results and financial condition when addressing strategic and operational matters and allocating resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statements of operations and comprehensive income (loss). As substantially all of the Company’s ~~long-lived~~cash ~~assets~~flows ~~are~~for ~~located in~~ the ~~United~~three ~~States,~~months ~~and~~ended ~~substantially~~March ~~all of the Company’s expenses are derived from within the United States~~31, no2026 ~~geographical~~and ~~segments are presented~~2025.

Note 15 – Subsequent events

	For the Three Months Ended March 31,
	2026			2025
Net cash used in operating activities	$	(649,250	)	$	(831,308	)
Net cash used in investing activities		(100,000	)		-
Net cash provided by financing activities		310,000			860,000
Effect of exchange rate change on cash and cash equivalents		14			6
Net change in cash and cash equivalents	$	(439,236	)	$	28,698

~~The~~Operating Company evaluated subsequent events and transactions that occurred after the balance sheet date up to November 3, 2025, which is the date that the unaudited interim condensed consolidated financial statements were available to be issued. Based on this review, other than disclosed below, the Company did not identify any subsequent event that would have required adjustment or disclosure in the unaudited interim condensed consolidated financial statements.activities

OnNet ~~October~~cash 8used in operating activities was approximately $0.6 million for the three months ended March 31, ~~2025~~2026, ~~the~~as ~~Company~~compared ~~filed~~to anapproximately ~~amendment~~$0.8 million net cash toused ~~its~~in ~~Articles~~operating ofactivities ~~Incorporation~~for tothe ~~increase~~three ~~its~~months ~~authorized~~ended ~~capital~~March ~~stock~~31, 2025. ~~The~~Net ~~number~~loss offor ~~authorized~~the ~~shares~~three ofmonths ~~common~~ended ~~stock~~March 31, 2026 was ~~increased~~approximately ~~from~~$164.1 ~~200~~million,~~000,000~~ ~~shares~~as compared to ~~10,000,000,000~~approximately ~~shares,~~$1.0 ~~and~~million for the ~~number~~three ofmonths ~~authorized~~ended ~~shares~~March of31, ~~preferred~~2025. ~~stock~~Adjustments ~~was~~to ~~increased~~reconcile ~~from~~net ~~20,000,000~~loss ~~shares~~ to ~~1,000,000,000~~net ~~shares.~~cash ~~The~~used ~~amendment~~in ~~was~~operating ~~approved~~activities increased by approximately $162.8 million, mainly due to the ~~Nevada~~increased ~~Secretary~~unrealized loss on fair value changes of ~~State~~digital onassets ~~October~~and 13amortization of intangible assets, ~~2025~~and changes in operating assets and liabilities increased approximately $0.5 million.

OnInvesting October 24, 2025, the Company entered into securities purchase agreements (the “October 2025 Securities Purchase Agreement”) with certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “October 2025 Private Placement”), an aggregate of 1,333,334 shares of the Company’s common stock at a purchase price of $2.10 per share, for gross proceeds in the amount of $2,800,000. The Company plans to use the process for working capital and general corporate purposes.activities

~~Pursuant~~Net tocash ~~the~~used ~~October~~in ~~2025~~investing activities ~~Securities~~was ~~Purchase Agreement~~$100,000 for the ~~Company~~three ~~has~~months ~~agreed~~ended toMarch ~~use~~31, ~~commercially~~2026, ~~reasonable~~as ~~efforts~~compared to, ~~within~~$nil ~~sixty~~for ~~(60)~~the ~~calendar~~three ~~days~~months ~~after~~ended ~~the~~March ~~date~~31, of2025. ~~the October~~The ~~2025~~increase ~~Securities~~in ~~Purchase~~net ~~Agreement,~~cash ~~file~~used ain ~~registration~~investing ~~statement~~activities onwas due to the ~~appropriate~~purchase ~~form~~of ~~providing~~digital assets for the ~~resale~~three bymonths ~~the~~ended ~~Investor~~March ~~of the~~31, ~~Shares~~2026.

InFinancing connection with the October 2025 Private Placement, on October 24, 2025, the Company entered into a placement agency agreement (the “October 2025 Placement Agency Agreement”) with Univest (the “Placement Agent”). The Company agreed to pay the Placement Agent a total cash fee equal to seven percent (7%) of the aggregate gross proceeds raised in the October 2025 Private Placement. The Company has also agreed to reimburse the Placement Agent for all reasonable and out-of-pocket expenses incurred in connection with the Private Placement, including reasonable fees and expenses of the Placement Agent’s legal counsel and due diligence analysis up to $20,000. The Company also paid $40,000 legal fee to third party upon closing of the October 2025 Private Placement.activities

~~F-23~~Net cash provided by financing activities was approximately $0.3 million for the three months ended March 31, 2026, as compared to approximately $0.9 million for the three months ended March 31, 2025. The decrease in cash flow from financing activities primarily due to the absence of funds from share issuance, partially offset by the proceeds from a related party.

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~6

~~The~~Critical ~~following~~Accounting ~~discussion~~Policies and analysis of the results of our operations and financial condition should be read in conjunction with our unaudited condensed financial statements, and the notes to those unaudited condensed financial statements that are included elsewhere in this Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated.Estimates

~~Our~~The ~~Management’s~~Company ~~Discussion~~prepares ~~and~~its ~~Analysis contains~~unaudited ~~not~~interim ~~only~~condensed ~~statements~~consolidated ~~that are historical facts, but also~~ financial statements ~~that~~in ~~are~~accordance ~~forward-looking~~with U.S. ~~Forward-looking statements are, by their very nature, uncertain and risky~~GAAP. ~~These~~The ~~risks~~preparation ~~and~~of ~~uncertainties~~these ~~include~~unaudited ~~international,~~interim ~~national,~~condensed ~~and~~consolidated ~~local~~financial ~~general~~statements ~~economic and~~requires ~~market~~the ~~conditions;~~Company ~~our ability~~ to ~~sustain,~~make ~~manage~~estimates, orassumptions ~~forecast growth; our ability to successfully make~~ and ~~integrate~~judgments ~~acquisitions;~~that ~~new product~~can ~~development~~significantly ~~and~~impact ~~introduction;~~the ~~existing~~amounts ~~government regulations and changes in, or~~ the ~~failure~~Company toreports ~~comply~~as ~~with~~assets, ~~government regulations;~~liabilities, ~~adverse~~revenue, ~~publicity;~~costs ~~competition;~~and ~~the~~expenses ~~loss of significant customers or suppliers; fluctuations~~ and ~~difficulty~~the inrelated ~~forecasting~~disclosures. ~~operating~~The ~~results; change~~Company inbases ~~business~~its ~~strategy~~estimates oron ~~development~~historical ~~plans;~~experience ~~business disruptions; the ability to attract~~ and ~~retain~~other ~~qualified~~assumptions that ~~personnel;~~it ~~the~~believes ~~ability to~~are ~~protect~~reasonable ~~technology;~~under the ~~risk~~circumstances. ofThe ~~foreign~~Company’s ~~currency~~actual ~~exchange~~results ~~rate;~~could ~~and~~differ ~~other~~significantly ~~risks that might be detailed~~ from ~~time~~these toestimates under ~~time~~different inassumptions ~~our~~and ~~filings with the SEC~~conditions.

~~Although~~The ~~the~~Company ~~forward-looking~~identified ~~statements in this Report reflect~~ the ~~good~~following ~~faith judgment of our management, such statements can only be based on facts and factors currently known~~critical byaccounting ~~them~~estimates. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

~~Overview~~Impairment of long-lived assets

GDThe ~~Culture~~Company’s ~~Group~~determination ~~Limited,~~of ~~formerly~~whether ~~known~~or not asan ~~Code Chain~~indication ~~New~~of ~~Continent~~impairment ~~Limited,~~exists isat athe ~~Nevada~~cash ~~corporation~~generating ~~and~~unit alevel ~~holding~~requires ~~company.~~significant ~~The~~management ~~Company~~judgment ~~currently~~pertaining ~~conducts~~to ~~its~~intangible assets, ~~operations~~including ona ~~virtual~~software ~~content production~~copyright ~~(the~~of ~~“Virtual~~AI ~~Content~~Box, ~~Production”)~~which ~~through~~is ~~the~~used ~~Company~~for ~~and~~online ~~two~~living-stream ~~subsidiaries,~~and AIa ~~Catalysis~~software ~~and~~copyright ~~Shanghai~~of ~~Xianzhui. The~~Chat ~~Company~~Box, ~~focuses~~which ~~its~~is used ~~business~~for ~~mainly~~online oninteractive 1)entertainment ~~AI-driven~~scenarios, ~~digital~~as ~~human~~well ~~creation~~as ~~and~~the ~~customization;~~operating ~~and~~Right-of-use 2(“ROU”) ~~Live~~assets, ~~streaming~~including ~~and~~the ~~e-commerce.~~offices ~~The~~of ~~company~~the ~~has~~Company. ~~relentlessly~~Management ~~been~~considers ~~focusing~~both onexternal ~~serving~~and ~~its~~internal ~~customers~~sources ~~and~~of ~~creating~~information ~~value~~in ~~for~~assessing ~~them~~whether ~~through~~there ~~the~~are ~~continual~~any ~~innovation~~indications that ~~and~~the ~~optimization of~~Company’s ~~its~~intangible ~~products~~assets and ~~services~~ROU assets are impaired. ~~The~~For ~~Company’s~~the ~~current~~three ~~subsidiaries,~~months ~~Citi~~ended ~~Profit~~March 31, ~~Highlight~~2026 HKand 2025, ~~Highlight~~the ~~WFOE~~Company did ~~are~~not ~~holding~~recognize ~~companies with~~any noimpairment ~~material~~losses ~~operations~~in long-lived assets.

~~SyncWaveX~~Digital is an AI-powered web-based video generation tool, engineered to enable users to synthesize virtual human videos with precise lip synchronization. Utilization involves text input and selection from a library of integrated character models and auditory profiles. The core technological foundation is comprised of speech synthesis, facial expression emulation, and lip-synchronization algorithms. This solution is primarily directed towards content creators, facilitating the rapid production of spoken-word videos; educational and corporate entities, for the transformation of curricular materials into illustrative video content; e-commerce vendors, for the provision of 24-hour digital broadcast capabilities; and individual users, for the creation of engaging social media content. Foundational functionalities are accessible at no cost, subject to daily generative output constraints. The principal revenue model is predicated upon personalized customization services, wherein users may upload photographic and vocal data to cultivate proprietary digital replicas. Upon depletion of complimentary allocation, a tiered fee structure, contingent on temporal duration or generative frequency, is instituted. The platform also accommodates horizontal and vertical aspect ratios, ensuring cross-platform compatibility, thereby fostering the pervasive integration of AI-driven digital human technology across creative and commercial landscapes.assets

The Company ~~aims~~ toholds ~~generate~~digital ~~revenue~~assets ~~from~~primarily for ~~customization~~investment ~~services~~and ~~subscriptions~~treasury purposes rather than for use in the ordinary course of business. Based on management’s intent and expected holding period, digital assets are classified as either current or non-current assets.

~~The~~In ~~Company~~accordance iswith ASU ~~also~~2023-08, ~~working~~Intangibles—Goodwill and onOther—Crypto ~~the~~Assets, ~~development~~digital assets are accounted for as intangible assets measured at fair value, with changes in fair value recognized immediately in earnings. Digital assets are initially recorded at cost, including acquisition-related fees (see Note 1). Subsequent to initial recognition, digital assets are measured at fair value at each reporting date, and unrealized gains and losses are included in the statement of aoperations. ~~mobile~~Upon disposal, the difference between proceeds and ~~web~~carrying ~~platform~~amount ~~for~~is ~~interactive~~recognized ~~fiction—story~~as ~~experiences~~a ~~where~~gain or ~~readers~~loss ~~make~~in ~~choices~~earnings. ~~that~~The ~~branch~~Company discloses the ~~plot~~number of units held, cost basis, fair value, and ~~lead~~any significant restrictions on the ability to ~~multiple~~sell ~~endings~~or transfer digital assets in the Note 3 to the unaudited interim condensed consolidated financial statements.

2Recently Issued Accounting Pronouncements

~~Recent~~In ~~Development~~December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 on a prospective basis for the 2025 annual reporting period since January 1, 2025 and the adoption has no impact on the accompanying unaudited interim condensed consolidated financial statements.

~~Offering~~In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future unaudited interim condensed consolidated financial statements.

~~On March 26, 2024, the Company issued 810,277 shares of common stock in a registered direct offering. See Note 12 of the notes to the unaudited interim condensed consolidated financial statements.~~7

OnIn ~~February~~March ~~10,~~ 2025, the ~~Company~~FASB ~~entered~~issued ~~into an~~ASU At2025-~~The-Market~~05, ~~Issuance~~Credit Losses ~~Sales~~(Topic ~~Agreement~~326): (Simplifications to the ~~“ATM~~Accounting ~~Agreement”)~~for ~~with~~Short-Term ~~Univest~~Receivables asand ~~the~~Contract ~~sales~~Assets. ~~agent~~The ~~(the~~update ~~“February~~introduces ~~2025~~practical ~~Offering”).~~expedients ~~Pursuant~~that allow entities to simplify the ~~ATM~~estimation ~~Agreement,~~of ~~the~~expected ~~Company~~credit ~~may~~losses ~~issue~~for accounts receivable and ~~sell~~contract ~~from~~assets ~~time~~by topermitting certain ~~time,~~assumptions ~~shares~~regarding current conditions and expectations of ~~its~~future ~~common~~economic ~~stock~~conditions. ~~having~~The ~~an aggregate~~amendments ~~offering~~are ~~price~~intended ofto ~~not~~reduce the ~~more~~complexity ~~than~~and ~~$10,000,000~~cost ~~through~~of applying the ~~sales~~current ~~agent~~expected orcredit ~~any~~loss ofmodel ~~its~~for ~~sub~~short-~~agent(s)~~term orfinancial ~~other~~assets. ~~designees~~The amendments in this update are effective for fiscal years beginning after December 15, ~~acting~~2026, asincluding interim periods within those fiscal years. Early adoption ~~sales~~is ~~agent~~permitted. UpThe toCompany ~~the~~is ~~date~~currently evaluating the impact of adopting this guidance on its unaudited interim condensed consolidated financial statements. ~~were~~The ~~issued,~~Company does not currently expect the ~~Company~~adoption ~~has~~of ~~not~~this ~~issued or~~guidance ~~sold~~to ~~any~~have ~~shares~~a ~~under~~material ~~the~~impact ~~ATM~~on ~~Agreement~~its unaudited interim condensed consolidated financial statements.

OnWe ~~March~~do 4,not ~~2025,~~believe ~~the~~other ~~Company~~recently ~~entered~~issued ~~into~~but ~~a securities~~not ~~purchase~~yet ~~agreement~~effective ~~(the~~accounting ~~“March 2025 Securities Purchase Agreement”) with certain investor for the sale of 1~~standards,~~115,600~~ ~~shares of~~if ~~common~~currently ~~stock at $0.896379 per share (the “March 2025 Offering”)~~adopted, ~~generating~~would ~~gross~~have ~~proceeds~~a inmaterial ~~the~~effect ~~amount~~on ofour ~~$1,000,000, before~~unaudited ~~deducting~~interim ~~underwriter’s~~condensed ~~fees and accountable expenses and other estimated expenses. The Company used the proceeds from the~~consolidated ~~offering~~balance ~~for working capital purposes. Upon closing of the March 2025 Offering~~sheets, ~~the~~statements ~~Company paid $90,000 cash for underwriting, which consists~~ of aoperations ~~total cash fee of $70,000, equal to seven percent (7%) of the aggregate gross proceeds raised in the March 2025 Offering~~ and ~~reimbursement~~comprehensive ofloss ~~reasonable fees~~ and ~~expenses~~statements of ~~$20,000~~cash ~~for the underwriter’s legal counsel and due diligence analysis expenses~~flows.

OnITEM May 2, 2025, the Company entered into a securities purchase agreement (the “May 2025 Securities Purchase Agreement”) with certain investors for the sale of 1,115,600 shares of common stock at approximately $03.~~524~~ ~~per~~QUANTITATIVE ~~share~~AND ~~and~~QUALITATIVE ~~9,380,582 pre-funded warrants (the “May 2025 Pre-Funded Warrants”) at~~DISCLOSURES ~~approximately~~ABOUT ~~$0.523~~MARKET per warrant (the “May 2025 Offering”). Up to the date of the unaudited condensed interim financial statements were issued, The Company received $4,478,000 in proceeds for subscription of 1,115,600 shares of its common stock and 7,468,536 pre-funded warrants. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through the reporting date included underwriter’s fees of $313,460 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. Net proceeds from the offering, after deducting these expenses, will be $5,095,000. As of September 30, 2025, the Company used the proceeds from the offering for working capital purposes.RISK

~~Pursuant~~Credit to the May 2025 Securities Purchase Agreement, the Company has agreed to use commercially reasonable efforts to, within sixty (60) calendar days after the date of the May 2025 Securities Purchase Agreement, file a registration statement on the appropriate form providing for the resale by the investors of the May 2025 Offering.Risk

OnCredit ~~May~~risk ~~11,~~is ~~2025,~~one ~~the~~of ~~Company entered into a Common Stock Purchase Agreement with an investor, pursuant to which~~ the ~~Company~~most ~~shall have the right to require the investor to purchase, from~~significant ~~time~~risks tofor ~~time, up to a cumulative total of $300,000,000 worth of~~ the Company’s ~~common stock~~business. The Company plans to use the proceeds from the offering, if any, to invest in Bitcoin and OFFICIAL TRUMP and for general corporate purposes. The common stock will be issued and sold by the Company to the investor pursuant to a registration statement effective under the Securities Act of 1933, as amended (the “Securities Act”) or, if there is no effective registration statement registering, or no current prospectus available for the issuance of the common stock issuable pursuant to the Agreement, in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder. On September 29, 2025, the Company issued 39,189,344 shares of common stock for acquisition of Bitcoin, as disclosed below, in section “Acquisition of Pallas”.

OnFinancial ~~October~~instruments that ~~24,~~potentially ~~2025,~~subject the Company ~~entered~~to ~~into~~significant ~~securities~~concentrations ~~purchase~~of ~~agreements (the~~credit ~~“October~~risk ~~2025~~consist ~~Securities~~primarily ~~Purchase~~of ~~Agreement”)~~cash ~~with~~and ~~certain~~accounts ~~accredited~~receivable. Cash ~~investor,~~held ~~pursuant~~at tomajor ~~which~~financial ~~the~~institutions ~~Company~~located ~~agreed to issue and sell,~~ in ~~a private placement (~~the ~~“October~~PRC ~~2025~~are ~~Private~~not ~~Placement”),~~insured anby ~~aggregate of 1,333,334 shares of~~ the ~~Company’s~~ ~~common stock at a purchase price of $2~~government.10 ~~per~~While ~~share,~~we ~~for~~believe ~~gross~~that ~~proceeds~~these infinancial institutions ~~the~~are ~~amount~~ of ~~$2,800,000.~~high ~~The~~credit ~~Company~~quality, ~~plans to~~it ~~use~~also ~~the~~continually ~~process~~monitors ~~for~~their ~~working~~credit ~~capital and general corporate purposes~~worthiness.

~~Pursuant~~Accounts toreceivable are ~~the~~typically ~~October~~unsecured ~~2025~~and ~~Securities~~derived ~~Purchase Agreement,~~from ~~the~~revenue ~~Company~~earned ~~has~~from ~~agreed~~customers, thereby exposed to ~~use~~credit ~~commercially~~risk. ~~reasonable~~Credit ~~efforts~~risk tois controlled by the application of credit approvals, ~~within~~limits ~~sixty~~and ~~(60)~~monitoring ~~calendar~~procedures. ~~days~~The ~~after~~Company ~~the~~manages ~~date~~credit risk through in-house research and analysis of the ~~October 2025~~Chinese ~~Securities~~economy ~~Purchase~~and ~~Agreement,~~the ~~file~~underlying aobligors ~~registration~~and ~~statement~~transaction onstructures. To minimize credit risk, the ~~appropriate~~Company ~~form~~normally require ~~providing~~prepayment ~~for~~from the ~~resale~~customers byprior ~~the~~to ~~Investor~~begin ofproduction or delivery products. The Company identifies credit risk collectively ~~the~~based ~~Shares~~on industry, geography and customer type. This information is monitored regularly by management.

In ~~connection~~measuring ~~with~~ the ~~October~~credit risk ~~2025~~of ~~Private~~our ~~Placement,~~sales onto ~~October~~our 24customers, ~~2025,~~ the Company ~~entered~~mainly ~~into~~reflects ~~a placement agency agreement (~~the “~~October~~probability ~~2025~~of ~~Placement Agency Agreement~~default”) ~~with~~by ~~Univest (~~the ~~“Placement~~ ~~Agent”).~~customer ~~The~~on ~~Company~~its ~~agreed~~contractual obligations toand ~~pay~~considers the ~~Placement~~current ~~Agent~~financial aposition ~~total cash fee equal to seven percent (7%)~~ of the ~~aggregate gross~~customer ~~proceeds~~and ~~raised in~~ the ~~October~~exposures ~~2025 Private Placement. The Company has also agreed~~ to ~~reimburse~~ the ~~Placement~~customer ~~Agent for all reasonable~~ and ~~out-of-pocket~~its ~~expenses~~likely ~~incurred~~future ~~in connection with the Private Placement, including reasonable fees and expenses of the Placement Agent’s legal counsel and due diligence analysis up to $20,000~~development. ~~The Company also paid $40,000 legal fee to third party upon closing of the October 2025 Private Placement.~~

3Liquidity Risk

~~Nasdaq~~As ~~Compliance~~of March 31, 2026, the Company had $16,805 cash in its operating bank accounts and working capital deficit of approximately $1.7 million. From January 2026 to the date the unaudited interim condensed consolidated financial statements were available to be issued, Mr. Xiaojian Wang, the Chief Executive Officer of the Company (“CEO”), made advances of $310,000 to the Company through, these advances are non-interest bearing and due on demand.

OnIn ~~May~~March 132026, ~~2024,~~ the ~~Company~~CEO ~~received~~executed a ~~written notice~~Letter ~~from the Listing Qualifications Department~~ of ~~the Nasdaq Stock Market, LLC (“Nasdaq”) notifying the Company that, based~~Support onin ~~the~~which ~~closing~~he ~~bid~~agreed ~~price~~to ofprovide ~~the~~continuing ~~Company’s~~financial ~~common~~support ~~stock~~to ~~was below $1.00 for~~ the ~~last 30 consecutive trading days, the~~ Company ~~no longer complies with the minimum bid price requirement (the “Minimum Bid Price Requirement”)~~ for ~~continued listing on the Nasdaq Capital Market as set forth in Nasdaq Listing Rule 5450(~~a~~)(1).~~ ~~Pursuant to Nasdaq Listing Rule 5810(c)(3)(A), the Company has an initial compliance~~ period of ~~180~~at ~~calendar~~least ~~days,~~12 ormonths ~~until~~from ~~November 11, 2024, to regain compliance with~~ the ~~Minimum~~issuance ~~Bid~~date ~~Price Requirement.~~of ~~Between June 11, 2025 to June 25, 2025,~~ the Company’s ~~has~~unaudited ~~maintained~~interim acondensed ~~market~~consolidated ~~value~~financial ofstatements ~~$35 million or greater~~ for ~~ten (10) consecutive business days. On June 26, 2025,~~ the ~~Staff~~three ~~confirmed~~months ~~that~~ended ~~the~~March ~~Company meets the $35 million market value standard as required by the Nasdaq Capital Market set forth in Listing Rule 5550(b)(2). Accordingly~~31, ~~this matter is now closed~~2026.

OnAfter ~~June~~considering ~~18,~~the impact ~~2024,~~of this financing and the Company’s ~~received~~projected aoperating ~~letter from~~cash ~~Nasdaq~~flows, ~~stating~~management ~~that~~reassessed ~~because~~its liquidity position and concluded that the Company’s ~~common~~will ~~stock~~have ~~had~~sufficient aliquidity ~~closing~~to ~~bid~~meet ~~price~~its obligations as they become due for at least the next twelve months from the date the unaudited interim condensed consolidated financial statements are issued. The Company also intends to raise additional debt or ~~above~~equity $1capital to fund future operations.00 ~~per~~There ~~share~~is ~~for~~no 10assurance ~~consecutive~~that the Company will be able to obtain sufficient additional funds ~~business~~when ~~days~~needed or that such funds, if available, will be obtainable on terms satisfactory to the Company. ~~had regained~~In ~~compliance with~~addition, the ~~Minimum~~Company ~~Bid~~has ~~Price~~planned and ~~Requirement~~implemented oncost-cutting ~~June~~measures ~~18,~~to ~~2024,~~reduce operating expenditures and loss. Management believes that the ~~matter~~Company can adjust the ispace ~~now~~of ~~closed~~its business development and control operating expenses when necessary.

~~Software Purchase Agreement~~ 8

OnInflation April 28, 2025, the Company entered into a software purchase agreement (the “Agreement”) with Gongzheng Xu and Qing Wang (the “GXQW”), who are unaffiliated with the Company. Pursuant to the Agreement, the Company agreed to purchase and the GXQW agreed to sell all of GXQW’s right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software shall be payable in the form of an issuance of 2,444,295 shares of the Company’s common stock. On April 28, 2025, the Company issued 2,444,295 shares of its common stock to GXQW and the transaction was completed. The Company plans to use the software to develop its AI business.Risk

~~Acquisition~~The Company is also exposed to inflation risk. Inflationary factors, such as increases in raw material and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of ~~Pallas~~operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the selling prices of our products do not increase with such increased costs.

OnITEM September 8 2025, the Company (the “Acquirer”), Pallas Capital Holding Ltd, a British Virgin Islands company incorporated on June 30, 2025 ( “Pallas” or the “Target”), and the shareholders of the Target (each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “Share Exchange Agreement”, and the transactions contemplated thereby, collectively, the “Transaction”), pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the ordinary shares of the Target (the “Target Shares”)4. ~~In exchange for the Target Shares,~~CONTROLS ~~the~~AND Acquirer shall issue an aggregate of 39,189,344 shares of the Company’s common stock (the “GDC Shares”), of the Acquirer in book entry form in such amount and to such Sellers. On September 29, 2025, the Sellers transferred to Acquirer 10,000 shares of Target Shares, being all of the issued and outstanding ordinary shares of the Target, and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company.PROCEDURES

~~Pallas~~Under ~~was~~the ~~established~~supervision and ~~for~~with the ~~primary~~participation ~~purpose~~ of ~~holding~~our ~~digital~~management, ~~assets~~including asour aChief ~~long-term~~Executive ~~reserve~~Officer, ~~with~~President and Chief Financial Officer (the ~~objective~~“Certifying Officers”), we carried out an evaluation of ~~achieving~~the ~~potential~~effectiveness ~~appreciation~~of the design and operation of our disclosure controls and procedures as defined in ~~value~~Rules 13a-15(e) and 15d-15(e) under the Exchange Act. AsBased ofon ~~September~~the 30foregoing, our Certifying Officers concluded that our ~~2025,~~disclosure ~~Pallas~~controls ~~held~~and ~~7,500~~procedures ~~units~~were not effective as of ~~Bitcoin~~the end of the period covered by this Report.

~~The~~Disclosure ~~Transaction~~controls and isprocedures ~~accounted~~are ~~for~~controls asand another ~~asset~~procedures ~~acquisition,~~designed to ensure that information required to be disclosed in our reports filed or assubmitted under the ~~Target~~Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules ~~assets~~and ~~primarily~~forms. ~~consist~~Disclosure ofcontrols ~~digital~~and ~~assets~~procedures ~~(Bitcoin).~~include, ~~The~~without ~~purchase~~limitation, ~~consideration~~controls isand ~~measured~~procedures ~~based~~designed onto ~~the~~ensure ~~fair~~that ~~value~~information ofrequired to be disclosed in our reports filed or submitted under the ~~Company’s~~Exchange ~~common~~Act ~~stock~~is ~~issued~~accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as ~~consideration~~appropriate, to allow timely decisions regarding required disclosure.

~~Two~~There ~~shareholders~~were ofno ~~the Company, who beneficially~~changes ~~own 11.4%,~~ in ~~the~~our ~~aggregate,~~internal ofcontrol ~~the~~over ~~outstanding~~financial ~~shares~~reporting of(as ~~common~~such ~~stock~~term ofis ~~the~~defined ~~Company,~~in ~~immediately~~Rules ~~before~~13a-15(f) ~~the~~and ~~execution~~15d-15(f) of the ~~Transaction, are~~Exchange ~~the~~Act) ~~directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Transaction constitutes~~during ~~a related party transaction for~~ the ~~Company~~most ~~pursuant~~recent tofiscal ~~Item~~quarter ~~404 of Regulation S-K. Given the related party nature of the Transaction and the fact~~ that ~~the~~have ~~acquired~~materially ~~digital~~affected, ~~assets~~or are ~~highly~~reasonably ~~liquid~~likely ~~and~~to ~~have~~materially ~~observable market prices~~affect, ~~management~~our ~~concluded~~internal ~~that~~control ~~the fair~~over ~~value~~financial ~~of the assets acquired is more reliably measurable than the fair value of the common stock issued as consideration~~reporting.

As a result, management determined that the Transaction lacks commercial substance and, in substance, represents a capital contribution from the related shareholders. Accordingly, the excess of the fair value of the digital assets acquired over the fair value of the common stock issued is recorded as an increase in investment with a corresponding credit to additional paid-in capital.9

~~Key~~PART ~~Factors~~II ~~that~~— ~~Affect Operating Results~~OTHER INFORMATION

~~Competition~~ITEM 1. LEGAL PROCEEDINGS

~~E-commerce and live streaming are a competitive industry~~None. Our competition varies and includes content creators on TikTok and other social media platforms. Each of these competitors competes with us based on quality of content, activeness and responsiveness on the social placement, product selection, product quality, customer service, price, store format, location, or a combination of these factors. Some of these competitors may have been in business longer, may have more experience, or may have greater financial or marketing resources than us. As competition intensifies, our results of operations may be negatively impacted through a loss of sales and decrease in market share.

~~Retention~~ITEM of1A. ~~Key~~RISK ~~Management Team Members~~FACTORS

~~Our~~Investing ~~management~~in ~~team~~our ~~comprises executives with~~common ~~extensive~~stock ~~experience~~involves ina ~~technology~~high ~~and~~degree ~~content~~of ~~creation~~risk. ~~The~~You ~~management~~should ~~team~~carefully ~~has~~consider ~~led~~the usinformation toincluded ~~take~~in ~~leaps~~this Quarterly Report on Form 10-Q and the risk factors discussed in ~~deploying~~Part AII, ~~technology~~“Item 1A. Risk Factors” in ~~live~~our Annual Report on Form 10-~~steaming,~~K for the fiscal year ended ~~e-commerce~~December 31, ~~gaming~~2025 ~~and~~before ~~other~~making ~~sectors~~an investment in our common stock. ~~The~~Our ~~loss~~business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our ~~key~~common ~~executive~~stock ~~team~~could decline ~~members~~and ~~might~~you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of ~~operation~~certain factors, including those set forth below.

4ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Our~~Two ~~Ability~~shareholders previously acquired from the Company certain securities, including shares of common stock and certain pre-funded warrants pursuant to ~~Grow~~securities ~~Market~~purchase ~~Presence~~agreements by and between the Company and such shareholders dated May 2, 2025 exercised pre-funded warrants ~~Penetrate~~to ~~New~~receive ~~Markets~~1,697,600 shares of common stock and 1,744,000 shares of common stock, respectively, pursuant to Exercise Notices delivered to the Company, dated January 29, 2026 and January 30, 2026, respectively. Full consideration of the pre-funded warrants, including the “pre-funded” exercise price was given by the shareholders to the Company on or before May 5, 2025, the closing date of such offering.

WeITEM ~~are still in an early development stage~~3. ~~We intend~~DEFAULTS toUPON ~~expand~~SENIOR our presence on social media to increase the market presence. If we cannot grow our market presence and penetrate new markets in an effective and cost-efficient way, our results of operation will be negatively impacted.SECURITIES

~~Results of Operations~~None.

~~Three~~ITEM ~~Months Ended September 30, 2025 vs~~4. ~~September~~ ~~30,~~MINE ~~2024~~SAFETY DISCLOSURES

	For Three Months Ended September 30,						Amount			Percentage
	2025			2024			Change			Change
Selling and marketing expenses	$	-		$	(2,909	)	$	2,909			(100.0	)%
General and administrative		(1,229,826	)		(873,067	)		(356,759	)		40.9	%
Research and development expense		(1,236,333	)		(217,500	)		(1,018,833	)		468.4	%
Other-than-temporary impairment losses		-			(2,756,986	)		2,756,986			(100.0	)%
Loss from operations		(2,466,159	)		(3,850,462	)		1,384,303			(36.0	)%
Other income
Interest income		2,179			10,381			(8,202	)		(79.0	)%
Unrealized gain from digital assets		16,230,431			-			16,230,431			-	%
Other income		16,232,610			10,381			16,222,229			156,268.5	%
Income (loss) before income tax		13,766,451			(3,840,081	)		17,606,532			(458.5	)%
(Provision for) benefit from income taxes		(1,677,982	)		748			(1,678,730	)		(224,429.1	)%
Net income (loss)		12,088,469			(3,839,333	)		15,927,802			(414.9	)%
Net loss attributable to noncontrolling interest		-			(98,134	)		98,134			(100.0	)%
Net income (loss) attributable to GD Culture Group Limited		12,088,469			(3,741,199	)		15,829,668			(423.1	)%

Not applicable.

~~Operating~~ITEM ~~Expenses~~5. OTHER INFORMATION

~~The~~ ~~Company’s operating expenses include selling and marketing (“S&M”) expenses, general and administrative (“G&A”) expenses, research and development (“R&D”) expenses~~None. S&M expenses decreased to nil for the three months ended September 30, 2025, as compared to $2,909 for the three months ended September 30, 2024. The decrease was mainly due to the Company’s decreased inputs on brand marketing expenses. G&A expenses increased by $356,759 from $873,067 for the three months ended September 30, 2024 to $1,229,826 for the three months ended September 30, 2025, primarily due to the increase in short-term rental expenses, amortization of intangible assets and travel expenses. R&D expenses increased by $1,018,833, from $217,500 for the three months ended September 30, 2024 to $1,236,333 for the three months ended September 30, 2025. The increase was mainly attributable to research and development support activities for the newly purchased software, Chat Box and expenses incurred for development of AI immersive reading platform. This increase was partially offset by decreased inputs in research and development related to the Company’s artificial intelligence-based digital human application.

~~Other~~ITEM ~~Income~~6. EXHIBITS

The ~~Company’s~~following ~~other~~exhibits ~~income~~are ~~increased~~filed ~~by $16,222,229,~~as ~~from $10,381 for the three months ended September 30, 2024, to $16,232,610, during the three months ended September 30, 2025.~~part ~~The increase was mainly due to the unrealized gain~~ of ~~$16~~,~~230,431~~ ~~arising~~or ~~from~~incorporated ~~fair value changes of digital assets, partially offset~~ by ~~the~~reference ~~absence of interest income for the three months ended September 30~~into, ~~2025,~~this ~~which~~Quarterly ~~had~~Report ~~been~~on ~~earned~~Form ~~from a loan to a third party in 2024~~10-Q.

Net Income (Loss)

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

The Company achieved profitability during the three months ended September 30, 2025, generating net income of $12,088,469, compared to a net loss of $3,839,333 for the three months ended September 30, 2024. The improvement in results was primarily attributable to an unrealized gain of $16,230,431 arising from fair value changes of digital assets and the absence of other-than-temporary impairment losses on intangible assets for the three months ended September 30, 2025, as compared to the same period in 2024.10

5SIGNATURES

~~Nine~~Pursuant ~~Months~~to ~~Ended~~the ~~September~~requirements of 30Section 13 or 15(d) of the Securities Act of 1934, ~~2025~~the ~~vs.~~Registrant has duly caused this Report to be signed on its behalf by the undersigned, ~~September~~thereunto 30duly authorized on April 10, ~~2024~~2026.

		For Nine Months Ended September 30,						Amount			Percentage
	GD CULTURE GROUP LIMITED
		2025			2024			Change			Change
Date: April 10, 2026	By:	/s/ Xiaojian Wang
Selling and marketing expenses		$	(300,000	)	$	(2,402,909	)	$	2,102,909			(87.5	)%
	Name:	Xiaojian Wang
General and administrative			(3,190,433	)		(4,345,438	)		1,155,005			(26.6	)%
	Title:	Chief Executive Officer, President and
Research and development expense			(1,469,666	)		(652,500	)		(817,166	)		125.2	%
		Chairman of the Board
Other-than-temporary impairment losses			-			(4,256,986	)		4,256,986			(100.0	)%
Date: April 10, 2026	By:	/s/ Zihao Zhao
Loss from operations			(4,960,099	)		(11,657,833	)		6,697,734			(57.5	)%
	Name:	Zihao Zhao
Other income
	Title:	Chief Financial Officer and Secretary
Interest income			6,476			45,383			(38,907	)		(85.7	)%
		(Principal Financial Officer and Principal Accounting Officer)
Unrealized gain from digital assets			16,230,431			-			16,230,431			-	%
Other income			16,236,907			45,383			16,191,524			35,677.5	%
Income (loss) before income tax			11,276,808			(11,612,450	)		22,889,258			(197.1	)%
Benefit from (provision for) income taxes			(1,664,903	)		22,666			(1,687,569	)		(7,445.4	)%
Net income (loss)			9,611,905			(11,589,784	)		21,201,689			(182.9	)%
Net income (loss) attributable to noncontrolling interest			-			(284,776	)		284,776			(100.0	)%
Net income (loss) attributable to GD Culture Group Limited			9,611,905			(11,305,008	)		20,916,913			(185.0	)%

~~Operating Expenses~~11

The Company’s operating expenses include selling and marketing (“S&M”) expenses, general and administrative (“G&A”) expenses, research and development (“R&D”) expenses. S&M expenses decreased to $300,000 for the nine months ended September 30, 2025, compared to $2,402,909 for the nine months ended September 30, 2024. The decrease was mainly due to the Company decreased inputs on digital human and e-commerce live streaming marketing and advertising due to the uncertainty surrounding TikTok’s potential exit from the U.S. G&A expenses decreased by $1,155,005 from $4,345,438 for the nine months ended September 30, 2024 to $3,190,433 for the nine months ended September 30, 2025. The decrease was mainly due to the decrease in the professional service fee, partially offset by the increase in amortization of intangible assets and short-term lease expenses. R&D expenses increased to $1,469,666 for the nine months ended September 30, 2025, compared to $652,500 for the nine months ended September 30, 2024. The increase was mainly due to research and development support activities for the newly purchased software, Chat Box and expenses incurred for development of AI immersive reading platform. This increase was partially offset by the decreased inputs on research and development about our artificial intelligence based digital human application.

Other Income

The Company’s other income increased by $16,191,524 during the nine months ended September 30, 2025, from $45,383 for the nine months ended September 30, 2024, to $16,236,907 for the nine months ended September 30, 2025. The increase was mainly due to the unrealized gain of $16,230,431 arising from fair value changes of digital assets, partially offset by the absence of interest income for the nine months ended September 30, 2025, which had been earned from a loan to a third party in 2024.

Net Income (Loss)

The Company achieved profitability during the nine months ended September 30, 2025, generating net income of $9,611,905, compared to a net loss of $11,589,784 for the three months ended September 30, 2024. The improvement in results was mainly driven by an increase in the unrealized gain arising from fair value changes of digital assets, the absence of other-than-temporary impairment losses on intangible assets and convertible notes for the nine months ended September 30, 2025, as compared to the same period in 2024.

Liquidity and Capital Resources

As of September 30, 2025, the Company had $225,072 in its operating bank accounts and working capital deficit of approximately $2.3 million. From September 2024 to January 2025, Mr. Xiaojian Wang, the Chief Executive Officer of the Company (“CEO”), lent $399,485 to the Company through six loan agreements, for working capital purposes. Pursuant to the loan agreements, these loans are non-interest bearing and will be due from September 2025 to January 2026, respectively. From March 2025 to May 2025, the Company repaid $399,485 in full to the CEO. Up to the date of the unaudited interim condensed consolidated financial statements were issued, there was no outstanding loan from the CEO.

On January 23, 2025, the Green Oasis Limited, a shareholder holding less than a 5% ownership shares in the Company, provided a $100,000 loan to the Company for working capital purposes. Pursuant to the loan agreement, this loan is non-interest bearing and was due on April 23, 2025. On April 25, 2025, Green Oasis Limited and the Company extended the maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement signed on July 30, 2025.

On March 4, 2025, the Company sold 1,115,600 shares of common stock at $0.896379 per share, generating gross proceeds of $1,000,000. The Company received net proceeds of $910,000 after deducting underwriter’s fees of $70,000 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence analysis expenses. The Company used the proceeds from the offering for working capital purposes.

On May 2, 2025, the Company completed a securities offering in which it agreed to sell (i) 1,115,600 shares of its common stock at a purchase price of approximately $0.524 per share and (ii) 9,380,582 pre-funded warrants at a purchase price of approximately $0.523 per warrant. Up to the date of the unaudited condensed interim financial statements were issued, The Company received $4,478,000 in proceeds for subscription of 1,115,600 shares of its common stock and 7,468,536 pre-funded warrants, with $17,390 still outstanding and receivable from the investor. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through September 30, 2025 included underwriter’s fees of $313,343 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. After deducting these expenses, net proceeds from the offering (excluding the receivable of $17,390 from the investor) amounted to $4,143,657. As of September 30, 2025, the Company used the proceeds from the offering for working capital purposes.

On October 24, 2025, the Company sold 1,333,334 shares of common stock at $2.1 per share, generating gross proceeds of $2.8 million. The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company plans to use the proceeds from the offering for working capital purposes.

The Company evaluated its ability to continue as a going concern in accordance with ASC Subtopic 205-40, Presentation of Financial Statements—Going Concern, which requires management to assess whether there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Considering the impact of the financing and the Company’s projected operating cash flows as described above, management concluded that the Company will have sufficient liquidity to meet its obligations as they become due for at least the next twelve months from the date the financial statements are issued.

The following summarizes the key components of the Company’s cash flows for the nine months ended September 30, 2025 and 2024.

	For the Nine Months Ended September 30,
	2025			2024
Net cash used in operating activities	$	(4,601,671	)	$	(5,324,096	)
Net cash used in investing activities		-			(650,000	)
Net cash provided by financing activities		4,804,172			830,533
Effect of exchange rate change on cash and cash equivalents		33			14
Net change in cash and cash equivalents	$	202,534		$	(5,143,549	)

Operating activities

Net cash used in operating activities was approximately $4.6 million for the nine months ended September 30, 2025, as compared to approximately $5.3 million net cash used in operating activities for the nine months ended September 30, 2024. Net income for the nine months ended September 30, 2025 was approximately $9.6 million, as compared to a net loss of approximately $11.6 million for the nine months ended September 30, 2024. Adjustments to reconcile net income (loss) to net cash used in operating activities decreased by approximately $20.5 million for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024, mainly due to (i) the unrealized gain arising from fair value changes of digital assets for the nine months ended September 30, 2025 of approximately $16.2 million, (ii) the decreased other-than-temporary impairment losses from convertible note and intangible assets of approximately $4.3 million. Changes in operating assets and liabilities remained relatively flat for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024. Specifically, the decrease in prepaid expenses and other current assets was largely offset by the increase in income taxes payable, resulting in minimal net impact on operating cash flows.

Investing activities

Net cash used in investing activities was nil for the nine months ended September 30, 2025, as compared to approximately $0.7 million for the nine months ended September 30, 2024. The decrease in net cash used in investing activities was due to the absence of the loan to a third party for the nine months ended September 30, 2025, as compared to the same period of 2024.

Financing activities

Net cash provided by financing activities was approximately $4.8 million for the nine months ended September 30, 2025, compared to approximately $0.8 million for the nine months ended September 30, 2024. The increase was mainly caused by i) an increase in proceeds from issuance of common stock, which rose by approximately $0.7 million to approximately $1.5 million for the nine months ended September 30, 2025, compared to approximately $0.8 million in the same period of 2024; ii) proceeds from issuance of prefunded warrants, which totaled approximately $3.6 million in the nine months ended September 30, 2025, compared to nil for the nine months ended September 30, 2024. These increase in the cash provided by financing activities were partially offset by a repayment to a related party of $0.4 million.

Critical Accounting Policies and Estimates

The Company prepares its unaudited interim condensed consolidated financial statements in accordance with U.S. GAAP. The preparation of these unaudited interim condensed consolidated financial statements requires the Company to make estimates, assumptions and judgments that can significantly impact the amounts the Company reports as assets, liabilities, revenue, costs and expenses and the related disclosures. The Company bases its estimates on historical experience and other assumptions that it believes are reasonable under the circumstances. The Company’s actual results could differ significantly from these estimates under different assumptions and conditions. The Company identified the following critical accounting estimates.

Impairment of long-lived assets

The Company’s determination of whether or not an indication of impairment exists at the cash generating unit level requires significant management judgment pertaining to intangible assets, including a software copyright of AI Box, which is used for online living-stream and a software copyright of Chat Box, which is used for online interactive entertainment scenarios, as well as the operating Right-of-use (“ROU”) assets, including the offices of the Company. Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s intangible assets and ROU assets are impaired. Based on the evaluation, the Company recognized impairment losses in long-lived assets of nil and $2,756,986, respectively, for the nine months ended September 30, 2025 and 2024.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company’s management does not believe the adoption of ASU 2023-09 will have a material impact on its financial statements and disclosures.

In November 2023, the FASB issued ASU 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which is intended to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The purpose of the amendment is to enable investors to better understand an entity’s overall performance and assess potential future cash flows. The guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The guidance is to be applied retrospectively to all prior periods presented in the financial statements. The Company adopted ASU 2023-07 for the year ending December 31, 2024.

In November 2024, the FASB issued ASU No. 2024-03, Disaggregation of Income Statement Expenses. This new guidance is designed to improve the disclosures about the types of expenses, including employee compensation, depreciation, and amortization, and costs incurred related to inventory and manufacturing activities. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027 on a prospective basis with optional retrospective application. Early adoption is permitted. The Company is currently assessing the impact that adopting this new accounting standard will have on its consolidated financial statements.

We do not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on our consolidated balance sheets, statements of operations and comprehensive income (loss) and statements of cash flows.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Credit Risk

Credit risk is one of the most significant risks for the Company’s business.

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and accounts receivable. Cash held at major financial institutions located in the PRC are not insured by the government. While we believe that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

Inflation Risk

The Company is also exposed to inflation risk. Inflationary factors, such as increases in raw material and overhead costs, could impair our operating results. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, a high rate of inflation in the future may have an adverse effect on our ability to maintain current levels of gross margin and operating expenses as a percentage of sales revenue if the selling prices of our products do not increase with such increased costs.

Foreign Currency Risk

A majority of the Company’s operating activities and a significant portion of the Company’s assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application form together with suppliers’ invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

ITEM 4. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including our Chief Executive Officer, President and Chief Financial Officer (the “Certifying Officers”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this Report.

Disclosure controls and procedures are controls and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the information included in this Quarterly Report on Form 10-Q and the risk factors discussed in Part I, “Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 before making an investment in our common stock. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline and you could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results. There are no material changes to the risk factors described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. This Quarterly Report on Form 10-Q also contains forward-looking statements that involve risks and uncertainties. See “Cautionary Note Regarding Forward-Looking Statements.” Our actual results could differ materially and adversely from those anticipated in these forward-looking statements as a result of certain factors, including those set forth below.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On March 4, 2025, the Company issued 1,115,600 shares of common stock at $0.896379 per share pursuant to a securities purchase agreement with certain investor dated March 4, 2025. The Company received gross proceeds in the amount of $1,000,000, before deducting placement agent’s fees and accountable expenses and other estimated expenses, and used the proceeds from the offering for working capital purposes. The securities were issued and sold by the Company to the investor in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

On April 28, 2025, the Company entered into a software purchase agreement with Gongzheng Xu and Qing Wang, who are unaffiliated with the Company. Pursuant to the agreement, the Company purchased and the seller sold all of the sellers’ right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software was $5,768,536.20, payable in the form of issuance of 2,444,295 shares of common stock of the Company, valued at $2.36 per share, the closing bid price of the Company’s common stock on April 25, 2025. The Company plans to use the Chat Box to develop its AI business. On April 28, 2025, the Company issued 2,444,295 shares of common stock and the transaction was completed. The common stock were issued and sold by the Company in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Regulation S promulgated thereunder.

On May 2, 2025, the Company entered into a securities purchase agreement with certain investors, pursuant to which the Company agreed to sell 1,115,600 shares of common stock at $0.524 per share and 9,380,582 pre-funded warrants at $0.523 per warrant. The Company completed its first closing of the Shares and 7,468,536 pre-funded warrants on May 8, 2025, and received gross proceeds in the amount of $4,478,000 before deducting placement agent’s fees and accountable expenses and other estimated expenses. The Company used the proceeds from the offering for working capital purposes. The common stock and pre-funded warrants were issued and sold by the Company in reliance upon the exemptions from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D promulgated thereunder.

On September 8 2025, the Company, Pallas, and the shareholders of Pallas (each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “Share Exchange Agreement”, and the transactions contemplated thereby, collectively, the “Transaction”), pursuant to which, the Sellers wish to sell to the Company, and the Company wishes to purchase from the Sellers, 100% interest in and to the ordinary shares of the Target (the “Target Shares”). In exchange for the Target Shares, the Company shall issue an aggregate of 39,189,344 shares of the Company’s common stock (the “GDC Shares”), of the Company in book entry form in such amount and to such Sellers. On September 29, 2025, the Sellers transferred to the Company 10,000 ordinary shares, being all of the issued and outstanding ordinary shares of the Target, and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company. Pursuant to the Share Exchange Agreement, the Company’s issuances of GDC Shares were exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) thereof, and Regulation D for transactions not involving a public offering or Regulation S thereunder, as applicable. Each Seller was required to represent that it is (i) either an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or, in the case of the shares of common stock sold outside the United States, not a “U.S. person” in accordance with Regulation S under the Securities Act and (ii) acquired the securities for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. The Company did not engage in general solicitation or advertising and did not offer securities to the public in connection with the issuance and sale of GDC Shares.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

Exhibit Number		Description
31.1		Certification of the Chief Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2		Certification of the Chief Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).
32.1		Certification of the Chief Executive Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
32.2		Certification of the Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on November 3, 2025.

	GD CULTURE GROUP LIMITED
Date: November 3, 2025	By:	/s/ Xiaojian Wang
	Name:	Xiaojian Wang
	Title:	Chief Executive Officer, President and
		Chairman of the Board
Date: November 3, 2025	By:	/s/ Zihao Zhao
	Name:	Zihao Zhao
	Title:	Chief Financial Officer and Secretary
		(Principal Financial Officer and Principal Accounting Officer)

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