IPO - GD Culture Group Ltd

Form Type: 424B5

Filing Date: 2025-02-10

Corporate Action: Ipo

Type: New

Accession Number: 000121390025011747

Filing Summary: GD Culture Group Limited filed a prospectus supplement on February 10, 2025, under Rule 424(b)(5) regarding the offering of up to US$10,000,000 of common stock. The company has engaged Univest Securities, LLC to act as the sales agent for at-the-market equity offerings. As of February 6, 2025, the closing stock price was $1.28 per share. The company clarified that investors are purchasing shares of the Nevada-based company and not directly in the Chinese operating subsidiary, presenting unique risks due to regulatory conditions in China. Additionally, the filing outlines various legal and operational risks, particularly regarding compliance with PRC laws and regulations on foreign ownership and cybersecurity. The company is not currently subject to certain filing requirements with the China Securities Regulatory Commission and has received necessary approvals to operate in China. However, they acknowledge that regulatory developments could impact their business and financial condition. The prospectus also discusses the implications of the Holding Foreign Companies Accountable Act on their auditing and potential trading prohibitions. The filing highlights the structures under which the company interfaces with its subsidiaries across different jurisdictions.

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