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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 27, 2025

GD Culture Group Limited

(Exact name of Company as specified in charter)

22F - 810 Seventh Avenue,
New York, NY 10019

(Address of Principal Executive Offices) (Zip code)

+1-347- 2590292

(Company’s Telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

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.

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.

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