v3.26.1
Nature of Business and Organization
 6 Months Ended
Jun. 30, 2026
Nature of Business and Organization [Abstract]  
Nature of Business and Organization

Note 1 – Nature of Business and Organization

 

GD Culture Group Limited (“GDC” or the “Company”), is a Nevada corporation and a holding company. The Company currently conducts its operations through the Company and its subsidiary, AI Catalysis Corp. (“AI Catalysis”). The Company’s business focused on artificial intelligence-related initiatives using its existing artificial intelligence and virtual content generation technologies. In May and June 2026, the Company purchased two software – Fato and Fictoiv, at a price of $3.0 million each. Fato is an interactive storytelling application that allows users to influence the storyline through in-app choices, resulting in multiple possible narrative outcomes. Fictoiv is an AI-powered visual novel creation tool that enables users to create interactive visual novels with AI-generated content and branching storylines. The platform operates on a bring-your-own-key (BYOK) model, with project data stored locally on users’ devices

 

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 Investment Holding Limited (“Citi Profit BVI”)   ● A British Virgin Island company Incorporated in April 2019   100% owned by the Company
Highlights Culture Holding Co., Limited (“Highlight HK”)   ● A Hong Kong company   100% owned by Citi Profit BVI
    ● Incorporated in November 2022    
Shanghai Highlight Entertainment Co., Ltd. (“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    
Shanghai Xianzhui Technology Co., Ltd. (“SH Xianzhui”)   ● A PRC limited liability company   73.3333% owned by Highlight WFOE
    ● Incorporated in August 2023    
Pallas Capital Holding Ltd (“Pallas”)   ● A British Virgin Island company Incorporated in June 2025 and acquired on September 29, 2025   100% owned by the Company

 

Liquidity and Capital Resources

 

As of June 30, 2026, the Company had $7,219,580 in its operating bank accounts and working capital of approximately $36.6 million. The Company has incurred significant losses from operations and had an accumulated deficit of approximately $486 million as of June 30, 2026. The Company has historically financed its operations and liquidity needs primarily through equity financings and other capital-raising activities, including proceeds from its at-the-market offerings and other public offerings.

 

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. The management assessed its liquidity position and concluded that the Company has 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.