UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 26, 2024
GD Culture Group Limited
(Exact name of Company as specified in charter)
| Nevada | | 001-37513 | | 47-3709051 |
(State or other jurisdiction
of incorporation) | | (Commission File No.) | | (IRS Employer
Identification No.) |
22F - 810 Seventh Avenue,
New York, NY 10019
(Address of Principal Executive Offices) (Zip code)
+1-347-2590292
(Company’s Telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):
| | ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| | ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13©(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On March 26, 2024, GD Culture Group Limited (the “Company”) held the special meeting of stockholders (the “Special Meeting”) at 810 Seventh Avenue, 22nd Floor, New York, NY 10019. The number of shares of common stock present or represented by valid proxy at the Special Meeting was 2,191,871 shares of the common stock, representing approximately 37% of the 5,853,416 shares of common stock issued and outstanding as of the record date of January 11, 2024, and therefore constituting a quorum. At the Special Meeting, the following proposals were voted on:
| | 1. | Election of the following persons as Directors of the Company. |
| | | FOR | | | WITHHOLD | |
| Xiao Jian Wang | | | 2,177,868 | | | | 14,003 | |
| Shuang Zhang | | | 2,182,282 | | | | 9,589 | |
| Mingyue Cai | | | 2,176,379 | | | | 15,492 | |
| Yi Zhong | | | 2,182,332 | | | | 9,539 | |
| Shuaiheng Zhang | | | 2,182,341 | | | | 9,530 | |
Accordingly, the following persons were elected as Directors of the Company, to serve until the next annual meeting of stockholders or until their successors are elected and qualified:
Xiao Jian Wang, Shuang Zhang, Mingyue Cai, Yi Zhong, and Shuaiheng Zhang.
| | 2. | Adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One. |
| FOR | | | AGAINST | | | ABSTAIN | |
| | 2,151,100 | | | | 33,695 | | | | 7,076 | |
Accordingly, adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal One, has been approved.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Index
| Exhibit No. | | Description |
| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: April 1, 2024 | GD Culture Group Limited |
| | | |
| | By: | /s/ Xiao Jian Wang |
| | Name: | Xiao Jian Wang |
| | Title: | Chief Executive Officer, President and
Chairman of the Board |
