GD Culture Group (GDC) risk factors, FY2025 10-K

Risks Related to Our Corporate Structure

1. 01We may rely on dividends paid by our subsidiaries for our cash needs. Any limitation on the ability of our subsidiaries to make dividend payments to us, or any tax implications of making dividend payments to us, could limit our ability to pay our parent company expenses or pay dividends to holders of our common stock
2. 02GDC may rely on dividends to be paid by our subsidiaries in Nevada and in the PRC, to fund our cash and financing requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders, to service any debt we may incur and to pay our operating expenses85% rewritten
3. 03GDC presently does not maintain any cash management policies which dictate how funds are transferred, however, GDC continues to conduct regular review and management of all its subsidiaries’ cash transfers and reports to board of directors
4. 04As of December 31, 2025 and as of the date of this Report, we do not have a VIE structure55% rewritten

Risks Related to Doing Business in China

1. 05PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using proceeds from future financing activities to make loans or additional capital contributions to our PRC operating subsidiaries
2. 06Changes in China’s economic, political or social conditions or government policies could have a material adverse effect on our business and results of operations
3. 07Under the Enterprise Income Tax Law, we may be classified as a “Resident Enterprise” of China. Such classification will likely result in unfavorable tax consequences to us and our non-PRC stockholders
4. 08We must comply with the Foreign Corrupt Practices Act and Chinese anti-corruption laws
5. 09Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China could limit the legal protection available to you and us
6. 10Our business may be materially and adversely affected if our PRC subsidiaries declare bankruptcy or become subject to a dissolution or liquidation proceeding
7. 11Given the PRC government’s role in regulating industrial development, the evolving regulatory framework could result in a material change in the operations of Shanghai Xianzhui and/or the value of our common stockNew
8. 12Fluctuations in exchange rates could adversely affect our business and the value of our securities
9. 13Increases in labor costs in the PRC may adversely affect our business and results of operations
10. 14PRC regulations relating to offshore investment activities by PRC residents may limit our PRC subsidiaries’ ability to increase their registered capital or distribute profits to us or otherwise expose us or our PRC resident beneficial owners to liability and penalties under PRC law57% rewritten
11. 15Furthermore, the Personal Information Protection Law (PIPL) promulgated by the Standing Committee of the NPC, which became effective on November 1, 2021, sets forth the fundamental rules for the processing of personal information, emphasizing the principles of legality, propriety, necessity, and good faithNew
12. 16In addition, an overseas-listed company must also submit the filing with respect to its follow-on offerings, issuance of convertible corporate bonds and exchangeable bonds, and other equivalent offering activities, within the time frame specified by the Trial Measures
13. 17The M&A Rules and certain other PRC regulations establish complex procedures for some acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China23% rewritten
14. 18If Shanghai Xianzhui fails to maintain the requisite licenses and approvals required under PRC law, our business, financial condition and results of operations may be materially and adversely affected
15. 19The unwinding and disposal of our previous VIE structure may not be liability-free and we may be deemed to be in violation of PRC laws regulating our industry and operations

Risks Related to Our Business and Industry

1. 20If we are unable to continuously entice TikTok users to participate in our live streaming channels and increase their spending on our platforms, including e-commerce, it could have significant consequences on our business and operational results45% rewritten
2. 21The success of our business relies on the brand recognition of our subsidiary, AI Catalysis. Failing to maintain and improve this recognition could have consequences for our business prospects
3. 22If we are unable to effectively implement our growth strategies, it could have a negative impact on our profitability and significantly harm our business and operational results
4. 23Competition in our business segments poses a significant threat, and if we are unable to compete effectively, we risk losing our market share or failing to gain additional market share, which could adversely affect our profitability
5. 24We have engaged in collaborations with business partners, and we may pursue further collaborations and strategic partnerships in the future. However, there is no guarantee that we will realize the benefits of these collaborations or that they will be successful
6. 25Our significant Bitcoin holdings expose us to price volatility and regulatory uncertainty, which could materially and adversely affect our financial conditionNew
7. 26We have not generated operating revenues and our ability to continue as a going concern depends on our ability to raise capital and generate future revenuesNew
8. 27We may encounter infringement claims by third parties for information on or linked to our platforms, which could disrupt our normal business operations, manage our reputation and cause us to incur substantial legal costs
9. 28Our reputation and operations may be adversely impacted by employee misconduct
10. 29We do not have insurance coverage
11. 30We may be unable to gain any significant market acceptance for our products and services or be unable to establish a significant market presence77% rewritten
12. 31There is risk of e-commerce fraud, and if that occurs, it could have a negative impact on our profitability and significantly harm our business and operational results
13. 32In the ever-evolving digital landscape, where businesses heavily depend on various online platforms, the risk of platform downtime looms as a substantial concern
14. 33AI technologies are constantly evolving. Any flaws or inappropriate usage of AI technologies, whether actual or perceived, whether intended or inadvertent, whether committed by us or by other third parties, could have negative impact on our business, reputation and the general acceptance of AI solutions by society
15. 34Our financial and operating performance may be adversely affected by general economic conditions, natural catastrophic events, epidemics, and public health crises that impact the virtual content production industry
16. 35Our business is subject to the impact of natural catastrophic events such as earthquakes, floods or power outages, political crises such as terrorism or war, and public health crises, such as disease outbreaks, epidemics, or pandemics in the U.S. and global economies, our markets and business locations
17. 36As a “smaller reporting company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our common stock less attractive to investors
18. 37Any cybersecurity-related attack, significant data breach or disruption of the information technology systems, infrastructure, network, third-party processors or platforms on which we rely could damage our reputation and adversely affect our business and financial results

Risks Related to Our Securities

1. 38We have previously failed to comply with Nasdaq continued listing requirements and may face delisting if we are unable to maintain continued complianceNew
2. 39We are currently authorized to issue 200,000,000 shares of common stock. As of March 27, 2026, we have 60,759,711 shares of common stock issued and outstanding
3. 40Substantial sales of our common stock may cause the market price of our common stock to decline. Sales by us or our security holders of substantial amounts of our common stock, or the perception that these sales may occur in the future, could cause a reduction in the market price of our common stock
4. 41We do not know whether a market for the common stock will be sustained or what the trading price of the common stock will be and as a result it may be difficult for you to sell your shares
5. 42We have no plans to pay dividends on our shares, and you may not receive funds without selling the shares
6. 43A possible “short squeeze” due to a sudden increase in demand of our common stock that largely exceeds supply may lead to additional price volatility
7. 44In the event that our common stocks are delisted from Nasdaq, U.S. broker-dealers may be discouraged from effecting transactions in our common stocks because they may be considered penny stocks and thus be subject to the penny stock rules