UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 27, 2025, GD Culture Group Limited (the “Company”) entered into an employment agreement (the “Employment Agreement”) with Zihao Zhao, the Chief Financial Officer (the “Executive”) of the Company, which replaces and supersedes the Executive’s prior employment agreement dated as of April 21, 2023 (the “Prior Agreement”).
The commencement date (as defined in the Employment Agreement) is May 15, 2025.
The Employment Agreement is substantially similar to the Prior Agreement except the annual base salary is now increased to one hundred thousand dollars ($100,000.00).
The foregoing summary of the Employment Agreement does not purport to be complete, and is qualified in its entirety by the full text of the Employment Agreement, which is attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.
The information contained in this Current Report on Form 8-K of the Company, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3 (File No. 333-279141) and Registration Statement on Form S-8 (File No. 333-252790).
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Employment Agreement between GD Culture Group Ltd. and Zihao Zhao dated June 27, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document) |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GD Culture Group Limited | ||
| Date: July 3, 2025 | By: | /s/ Xiaojian Wang |
| Name: | Xiaojian Wang | |
| Title: | Chief Executive Officer, President and Chairman of the Board of Directors | |
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