{"url_path":"/sec/gdc/8-k/2026-06-29/item-7-01","section_key":"item-7-01","section_title":"Item 7.01 Regulation FD Disclosure.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1641398/0001213900-26-073137-index.html","accession_number":"0001213900-26-073137","cik":"0001641398","ticker":"GDC","issuer_name":"GD Culture Group Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1641398/0001213900-26-073137-index.html","primary_entity_key":"0001641398","primary_entity_name":"GD Culture Group Ltd"},"word_count":490,"has_tables":true,"body_markdown":"**Item 7.01 Regulation FD Disclosure.**\n\n \n\nOn June 25, 2026, the Company issued a press release\nwith respect to the transactions described above. The text of the press release is furnished as Exhibit 99.1 and incorporated herein by\nreference.\n\n \n\nThe information in this Item 7.01 of this Current\nReport, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section\n18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference\nin any of the Company’s filings under the Securities Act, or the Exchange Act, whether made before or after the date hereof, except\nas shall be expressly set forth by specific reference to this Form 8-K in such filing.\n\n \n\nThe information contained in this Report on Form\n8-K of the Company are hereby incorporated by reference into the Company’s Registration Statement on Form S-3 (File No. 333-292934).\n\n \n\n**Forward-Looking Statements**\n\n \n\nAll statements included in this Current Report\non Form 8-K, other than statements or characterizations of historical fact, are forward-looking statements. These forward-looking statements\nare based on our current expectations, estimates and projections about our industry, management’s beliefs, and certain assumptions\nmade by us, all of which are subject to change. Forward-looking statements can often be identified by words such as “anticipates,”\n“expects,” “intends,” “plans,” “predicts,” “believes,” “seeks,”\n“estimates,” “may,” “will,” “should,” “would,” “could,” “potential,”\n“continue,” “ongoing,” similar expressions, and variations or negatives of these words. These forward-looking\nstatements are not guarantees of future results and are subject to factors, risks, uncertainties and assumptions that could cause our\nactual results to differ materially and adversely from those expressed in any forward-looking statement, including (but not limited to):\nthe risk that the board may reject the proposal; the risk that any special committee, if formed, may determine not to pursue the proposal;\nthe risk that the consortium may amend, modify, revise or withdraw the proposal; the risk that no definitive agreement will be executed;\nthe risk that financing may not be obtained; the risk that required regulatory, shareholder or other approvals may not be obtained; changes\nin market conditions; changes in the Company’s capitalization; and other risks described in the Company’s filings with the\nSecurities and Exchange Commission. The forward-looking statements included in this Current Report on Form 8-K speak only as of the date\nhereof. Additional discussions of factors affecting the Company’s business and prospects are reflected under the caption “Risk\nFactors” and in other sections of the Company’s Annual Report on Form 10-K for the Company’s fiscal year ended December\n31, 2025, and other filings made with the SEC. The Company expressly disclaims any intent or obligation to update any forward-looking\nstatements, whether written or oral, that may be made from time to time by or on behalf of the Company or its subsidiaries, whether as\na result of new information, changed circumstances or future events, or for any other reason.\n\n \n\n2"}