0001213900-26-035630 | 10-K | XBRL Viewer

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Prepaid and Other Current Assets (Details)	Jul. 08, 2025 USD ($)
Prepaid and Other Current Assets [Abstract]
Contractor amount	$ 101,000

Consolidated Statements of Cash Flows (Parentheticals)	12 Months Ended
Consolidated Statements of Cash Flows (Parentheticals)	Dec. 31, 2025
Statement of Cash Flows [Abstract]
Percentage of issuance of common stock for interest in SH Xianzhui	13.3333%

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
Consolidated Statements of Cash Flows - USD ($)	Dec. 31, 2025	Dec. 31, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (186,876,723)	$ (14,120,802)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of equipment	4,304	4,730
Amortization of intangible assets	1,147,885	692,755
Amortization of right-of-use assets	354,345	424,264
Unrealized loss on fair value changes of digital assets	178,507,882
Provision of credit loss expenses on convertible notes		2,500,000
Provision of credit loss expenses on loan receivable		650,000
Impairment of intangible assets	852,800	2,755,659
Deferred income tax	(132,923)	(173,911)
Changes in operating assets and liabilities
Other receivables	(32,608)	264
Prepayments	(331,588)	1,284,280
Other payables and accrued liabilities	1,154	378,536
Lease liabilities	(397,672)	(349,679)
Taxes payable	46,185	141,810
Other payables - related parties	12,235	131,948
Net cash used in operating activities	(6,844,724)	(5,680,146)
CASH FLOWS FROM INVESTING ACTIVITIES:
Loan to a third party		(1,900,000)
Repayment of loan to a third party		1,250,000
Net cash used in investing activities		(650,000)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	3,907,660	829,879
Proceeds from issuance of prefunded warrants	3,619,997
Proceeds from exercise of prefunded warrants		654
Proceeds from related party loans	50,000	349,485
Proceeds from shareholder loan	100,000
Repayments to a related party	(399,485)
Net cash provided by financing activities	7,278,172	1,180,018
EFFECT OF EXCHANGE RATE CHANGE ON CASH AND CASH EQUIVALENTS	55	(2,852)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	433,503	(5,152,980)
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR	22,538	5,175,518
CASH AND CASH EQUIVALENTS, END OF YEAR	456,041	22,538
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for income tax	31,761
NON-CASH TRANSACTIONS OF INVESTING AND FINANCING ACTIVITIES
Issuance of common stock for acquisition right, title, and interest in and to the certain software	5,988,523	1,248,000
Initial recognition of right-of-use assets and lease liability		205,539
Issuance of common stock for 13.3333% interest in SH Xianzhui		3,150,793
Exercise of November 2023 Registered Warrants	95	136
Exercise of pre-funded warrants pursuant to the Warrant Exchange Agreements		93
Exercise of February 2021 Registered Warrants		9
Issuance of common stock for acquisition Pallas	225,730,621
Capital contribution from related parties	615,774,140
Fair value changes of convertible notes receivable		$ (102,027)

Taxes - Schedule of Current and Deferred Components of Income Tax Expenses (Details) - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
Current tax expenses
Federal	$ (90,000)	$ (90,000)
State	12,054	(51,810)
Total current tax expenses	(77,946)	(141,810)
Deferred tax benefits
Federal	132,923	173,911
State
Total deferred tax benefits	132,923	173,911
Total benefits from income taxes	$ 54,977	$ 32,101

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

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+ Details

Segment Reporting (Details)	12 Months Ended
Segment Reporting (Details)	Dec. 31, 2025 Segment
Segment Reporting [Abstract]
Number of operating segments	1
Number of reportable segments	1
Description of segment	The Company’s Chief Executive Officer is the chief operating decision-maker (“CODM”). When making decisions about allocating resources and assessing the performance of the Company as a whole, the CODM review operating metrics and consolidated financial statements.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration]	CEO [Member]

Prepaid and Other Current Assets - Schedule of Prepaid and Other Current Assets (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Schedule of Prepaid and Other Current Assets [Abstract]

Prepayments of operating lease

$ 45,325

Prepaid research and development fee

^[1]

195,000

Prepaid car rental

75,648

Other prepayments

15,615

Total prepayments

$ 331,588

[1]

On July 8, 2025, the Company executed an agreement with a contractor for service activities related to the Interactive Reading Platform, pursuant to which, the Company agreed to pay the contractor $101,000 each month, starting from July 9, 2025, until the completion of the project or termination of this agreement. The contractor shall design, develop, and deliver an interactive reading platform.

Equipment, Net

12 Months Ended

Dec. 31, 2025

Equipment, Net [Abstract]

Equipment, Net

Note 5 – Equipment, net

Equipment, net consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024

Office equipment and furniture	$	14,190		$	14,190
Subtotal		14,190			14,190
Less: accumulated depreciation		(10,713	)		(6,409	)
Total	$	3,477		$	7,781

Depreciation expense for the years ended December 31, 2025 and 2024 amounted to $4,304 and $4,730, respectively.

Pay vs Performance Disclosure - USD ($)	12 Months Ended
Pay vs Performance Disclosure - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (186,876,696)	$ (13,836,161)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482790/220-10-45-1B

Reference 48: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 65
-Paragraph 4
-Subparagraph (f)(4)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481538/470-20-65-4

Reference 49: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 942
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.9-04(22))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478524/942-220-S99-1

+ Details

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Schedule of Estimated Useful Lives of the Assets and Estimated Residual Value

Equipment was stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method after consideration of the estimated useful lives of the assets and estimated residual value. The estimated useful lives and residual value are as follows:

		Useful Life		Estimated Residual Value
Office equipment and furniture		5 years			5	%

Schedule of Estimated Useful Life Intangible Assets

The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances revised estimates of useful lives. The estimated useful life is as follows:

		Useful Life
Software copyrights		5 years

Summary of Significant Accounting Policies - Schedule of Estimated Useful Lives of the Assets and Estimated Residual Value (Details) - Office equipment and furniture [Member]	Dec. 31, 2025
Schedule of Estimated Useful Lives and Residual Value Equipment [Line Items]
Property plant and equipment, useful life	5 years
Property plant and equipment, estimated residual value	5.00%

Other Payables and Accrued Liabilities (Tables)

12 Months Ended

Dec. 31, 2025

Other Payables and Accrued Liabilities [Abstract]

Schedule of Other Payables and Accrued Liabilities

Other payables and accrued liabilities consisted of the following as of December 31, 2025 and 2024:

	December 31,		December 31,
	2025		2024

Professional service fee	$	345,570	$	375,085
Payroll		57,226		26,558
Advance from an investor ⁽¹⁾		4,771		-
Amounts due to shareholder ⁽²⁾		100,000		-
Others		178		178
Total	$	507,745	$	401,821

(1)

Includes advance from one of the warrant shareholders for the exercise of prefunded warrants.

(2)

On January 23, 2025, Green Oasis Limited, which at the time held less than 5% ownership shares in the Company, provided a $100,000 loan to the Company, for working capital purposes, with maturity as of April 23, 2025. On April 25, 2025, Green Oasis Limited and the Company extended the maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement.

Nature of Business and Organization (Details)							12 Months Ended
Nature of Business and Organization (Details)	Oct. 24, 2025 USD ($) $ / shares shares	Sep. 29, 2025 shares	Sep. 08, 2025 shares	May 02, 2025 $ / shares shares	Mar. 04, 2025 USD ($) $ / shares shares	Jan. 11, 2024 USD ($) $ / shares shares	Dec. 31, 2025 USD ($) Bitcoin $ / shares shares	Dec. 31, 2024 USD ($) shares	Jan. 23, 2025 USD ($)
Nature of Business and Organization [Line Items]
Shares issued (in Shares) \| shares	1,333,334			1,115,600
Received in exchange shares (in Shares) \| shares		39,189,344
Number of bitcoin (in Bitcoin) \| Bitcoin							7,500
Operating bank accounts							$ 456,041	$ 22,538
Common stock, price per share (in Dollars per share) \| $ / shares	$ 2.1			$ 0.524
Generating gross proceeds	$ 2,800,000				$ 1,000,000
Proceeds received	2,800,000				910,000
Underwriter’s fees	196,000				$ 70,000
Warrant purchase price per share (in Dollars per share) \| $ / shares				$ 0.523
Transaction costs	196,000						314,343
Reimbursement for underwriter’s legal counsel and due diligence expenses							$ 20,000
Receivable from investor	2,500,000
Other offering costs	$ 60,000
Pre-Funded Warrants [Member]
Nature of Business and Organization [Line Items]
Shares issued (in Shares) \| shares				9,380,582
Warrant purchase price per share (in Dollars per share) \| $ / shares				$ 0.523
Pre-funded warrants issued (in Shares) \| shares							7,468,536
Loan Agreements [Member]
Nature of Business and Organization [Line Items]
Shares issued (in Shares) \| shares					1,115,600
Aggregated loan amount									$ 100,000
Common Stock [Member]
Nature of Business and Organization [Line Items]
Aggregate shares (in Shares) \| shares							2,444,295
Shares of common stock (in Shares) \| shares							3,564,534	810,277
Common Stock [Member] \| Pre-Funded Warrants [Member]
Nature of Business and Organization [Line Items]
Proceeds received							$ 4,500,000
Shares of common stock (in Shares) \| shares							1,115,600
Pallas [Member]
Nature of Business and Organization [Line Items]
Number of bitcoin (in Bitcoin) \| Bitcoin							7,500
Operating Bank Accounts [Member]
Nature of Business and Organization [Line Items]
Operating bank accounts							$ 456,041
Working capital deficit							$ 300,000
SH Xianzhui [Member]
Nature of Business and Organization [Line Items]
Equity interest percentage							73.3333%
SH Xianzhui [Member] \| CEO [Member]
Nature of Business and Organization [Line Items]
Aggregated loan amount						$ 340,000
TMSR HK [Member]
Nature of Business and Organization [Line Items]
Equity interest percentage							13.3333%
Acquisition of Pallas [Member]
Nature of Business and Organization [Line Items]
Equity interest percentage			100.00%
Shares issued (in Shares) \| shares		10,000
Aggregate shares (in Shares) \| shares			39,189,344
Received in exchange shares (in Shares) \| shares		39,189,344
WFOE [Member] \| SH Xianzhui [Member]
Nature of Business and Organization [Line Items]
Equity interest percentage							60.00%
Common Stock [Member]
Nature of Business and Organization [Line Items]
Common stock, price per share (in Dollars per share) \| $ / shares					$ 0.896379
Underwriter’s fees					$ 20,000
Common Stock [Member] \| Beijing Hehe [Member]
Nature of Business and Organization [Line Items]
Shares issued (in Shares) \| shares						400,000	400,000
Common stock price per share (in Dollars per share) \| $ / shares						$ 2.5	$ 2.782
Pallas Capital Holding Ltd [Member]
Nature of Business and Organization [Line Items]
Beneficially owned percentage							12.86%
Green Oasis limited [Member]
Nature of Business and Organization [Line Items]
Ownership shares									5.00%

Leases (Tables)

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Schedule of Lease Payments

Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company’s determination of lease payments when appropriate.

	December 31, 2025			December 31, 2024

Weighted average remaining lease term:
Operating lease		3.08 years			3.63 years

Weighted average discount rate:
Operating lease		7.54	%		7.53	%

The balances for the operating leases where the Company is the lessee are presented as follows within the consolidated balance sheets:

	December 31, 2025		December 31, 2024

Operating lease right-of-use assets, net
Operating lease	$	987,988	$	1,342,333

Lease liabilities
Current portion of operating lease liabilities		353,648		427,984
Non-current portion of operating lease liabilities		781,216		1,104,552
	$	1,134,864	$	1,532,536

Schedule of Sublease Income Payments Under Operating Leases

Future lease payments under operating leases as of December 31, 2025 were as follows:

	Operating Leases
FY2026		423,573
FY2027		401,127
FY2028		409,149
FY2029		34,605
Total lease payments	$	1,268,454
Less: imputed interest		133,590
Present value of lease liabilities ⁽¹⁾	$	1,134,864

(1)

As of December 31, 2025, present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $353,648 and $781,216, respectively.

Schedule of Sublease Income Payments Under Operating Leases

Future sublease income under operating leases as of December 31, 2025 were as follows:

	Operating Leases
FY2026		425,218
FY2027		400,461
FY2028		408,471
FY2029		69,209
Total sublease receivable	$	1,303,359
Less: imputed interest		147,481
Present value of sublease income	$	1,155,878

Related Party Balances and Transactions (Tables)

12 Months Ended

Dec. 31, 2025

Schedule of Other Payables – Related Parties

Other payables – related parties:

Name of related party	Relationship	Nature	December 31, 2025		December 31, 2024

Xiaojian Wang	Chief Executive Officer	Accrued compensations	$	100,000	$	50,000
Xiaojian Wang	Chief Executive Officer	Interest-free loans to the Company*		-		349,485
Xiaojian Wang	Chief Executive Officer	Invoices paid on behalf of the Company		2,150		50,000
Zihao Zhao	Chief Finance Officer	Accrued compensations		60,833		50,833
Zihao Zhao	Chief Finance Officer	Reimbursement		2,033		1,948
Total			$	165,016	$	502,266

From September 2024 to March 2025, Mr. Xiaojian Wang, the Chief Executive Officer of the Company (“CEO”), lent $399,485 to the Company through six loan agreements, for working capital purposes. Pursuant to the loan agreements, these loans are non-interest bearing and are due from September 2025 to January 2026, respectively. From March 2025 to May 2025, the Company repaid $399,485 in full to the CEO.

Nature of Business and Organization

12 Months Ended

Dec. 31, 2025

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”), formerly known as Code Chain New Continent Limited, 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”). Historically, the Company’s business focused on artificial intelligence-driven digital human creation and customization as well as live streaming and e-commerce activities. The Company has recently begun adjusting its strategic direction and has been scaling back certain artificial intelligence-related initiatives while evaluating new opportunities to utilize its existing artificial intelligence and virtual content generation technologies. As part of this strategic transition, the Company is expanding into the interactive reading and narrative entertainment market. The Company’s subsidiaries, Citi Profit Investment Holding Limited (“Citi Profit BVI”), Highlights Culture Holding Co., Limited (“Highlight HK”), Shanghai Highlight Entertainment Co., Ltd. (“Highlight WFOE”) are holding companies with no material operations. The Company’s subsidiary, Shanghai Xianzhui Technology Co., Ltd. (“SH Xianzhui”), previously engaged in marketing-related services but does not currently conduct business operations and has no material operating activities.

SH Xianzhui was incorporated by Highlight WFOE and two other shareholders on August 10, 2023. SH Xianzhui is principally engaged in the provision of social media marketing agency service. Highlight WFOE initially owned 60% of the total equity interest of SH Xianzhui. On October 27, 2023, the Company entered into an equity purchase agreement with Highlight WFOE and Beijing Hehe Property Management Co., Ltd. (“Beijing Hehe”), which was amended on November 10, 2023 (such equity purchase agreement, as amended, the “Agreement” for purpose of this section “Investment in JV”), pursuant to which the Highlight WFOE agreed to purchase 13.3333% of the equity interest in SH Xianzhui from Beijing Hehe and the Company agreed to issue 400,000 shares of common stock of the Company, valued at $2.7820 per share, the average closing bid price of the common stock of GDC as of the five trading days immediately preceding the date of the Agreement, to Beijing Hehe or its assigns. On January 11, 2024, the Company issued the 400,000 shares of its common stock, at the price of $2.5 per share, to Beijing Hehe and the transaction was completed. As of December 31, 2025, the Company owns 73.3333% of the total equity interest of SH Xianzhui.

AI Catalysis is a Nevada corporation, incorporated on May 18, 2023. AI Catalysis is expected to bridge the realms of the internet, media, and artificial intelligence (“AI”) technologies. Positioned at the crossroads of traditional and streaming media, AI Catalysis plans to elevate the experience of media with AI-based interactive and smart content, aiming to transform the whole media landscape.

Acquisition of Pallas

On September 8, 2025, the Company (the “Acquirer”), Pallas Capital Holding Ltd, a British Virgin Islands company incorporated on June 30, 2025 (“Pallas” or the “Target”), and the shareholders of the Target (each a “Seller” and collectively, the “Sellers”) executed an agreement and plan of securities exchange (the “Share Exchange Agreement”, and the transactions contemplated thereby, collectively, the “Pallas Transaction”), pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the ordinary shares of the Target (the “Target Shares”). In exchange for the Target Shares, the Acquirer shall issue an aggregate of 39,189,344 shares of the Company’s common stock (the “GDC Shares”) to such Sellers. On September 29, 2025, the Sellers transferred to Acquirer 10,000 shares of Target Shares, being all of the issued and outstanding ordinary shares of the Target, and received in exchange certificates representing the 39,189,344 GDC Shares. Thereafter, Pallas became a wholly-owned subsidiary of the Company.

Pallas was established for the primary purpose of holding digital assets as a long-term reserve, with the objective of achieving potential appreciation in value. As of December 31, 2025, Pallas held 7,500 units of Bitcoin.

Two shareholders of the Company, who beneficially own 12.86%, in the aggregate, of the outstanding shares of common stock of the Company, immediately before the execution of the Pallas Transaction, also serve as the directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Transaction constitutes a related party transaction for the Company pursuant to Item 404 of Regulation S-K.

Referring to Financial Accounting Standards Board (“FASB”) ASC Topic 805-10-55-5, the Company applied two steps (including step 1, screen test and step 2, evaluation of process and input) in evaluating whether the acquisition was an asset acquisition or a business combination. Pallas had no operations except for holding Bitcoin as a reserve, and substantially all of the fair value of the gross assets acquired is concentrated in its Bitcoin. Therefore, the Company decided that Pallas cannot constitute a business and such Pallas Transaction should be accounted for as an asset acquisition. The purchase consideration is measured based on the fair value of the Company’s common stock issued and the consideration is further allocated to the value of the asset acquired in the transaction. Given the related party nature of the Pallas Transaction and the fact that the acquired digital assets are highly liquid and have observable market prices, which indicated that the fair value of the assets acquired is far higher than the fair value of the common stock issued, management concluded that the such Pallas transaction indicated a capital contribution from the shareholders. Accordingly, the excess of the fair value of the digital assets acquired over the fair value of the common stock issued should be recorded as an increase in additional paid-in capital and the value of the assets acquired, which was concurrently with the determination of the value of the assets acquired under asset acquisition.

Subsidiaries of the Company

The accompanying consolidated financial statements reflect the activities of GDC and each of the following entities:

Name	Background		Ownership
Citi Profit BVI	●	A British Virgin Island company Incorporated in April 2019	100% owned by the Company
Highlight HK	●	A Hong Kong company	100% owned by Citi Profit BVI
	●	Incorporated in November 2022
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
SH Xianzhui	●	A PRC limited liability company	73.3333% owned by Highlight WFOE
	●	Incorporated in August 2023
Pallas	●	A British Virgin Islands company	100% owned by the Company
	●	Incorporated in June 2025, acquired on September 29, 2025

The Company has recently begun adjusting its strategic direction and has been scaling back certain artificial intelligence-related initiatives while evaluating new opportunities to utilize its existing artificial intelligence and virtual content generation technologies. As part of this strategic transition, the Company is working on the development of a mobile and web platform for interactive fiction—story experiences where readers make choices that branch the plot and lead to multiple endings.

Liquidity and Capital Resources

As of December 31, 2025, the Company had $456,041 in its operating bank accounts and working capital deficit of approximately $0.3 million. From January 2026 to the date the consolidated financial statements were available to be issued, Mr. Xiaojian Wang, the Chief Executive Officer of the Company (“CEO”), made advances of $340,000 to the Company through, these advances are non-interest bearing and due on demand.

On January 23, 2025, Green Oasis Limited, a shareholder holding less than 5% ownership shares in the Company, provided a $100,000 loan to the Company, for working capital purposes, with maturity as of April 23, 2025. On April 25, 2025, Green Oasis Limited and the Company extended the maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement.

On March 4, 2025, the Company sold 1,115,600 shares of common stock at $0.896379 per share, generating gross proceeds of $1,000,000. The Company received net proceeds of $910,000 after deducting underwriter’s fees of $70,000 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence analysis expenses. The Company used the proceeds from the offering for working capital purposes.

On May 2, 2025, the Company completed a securities offering in which it agreed to sell (i) 1,115,600 shares of its common stock at a purchase price of approximately $0.524 per share and (ii) 9,380,582 pre-funded warrants at a purchase price of approximately $0.523 per warrant. As of December 31, 2025, the Company received gross proceeds of approximately $4.5 million from the subscription of 1,115,600 shares of its common stock and 7,468,536 pre-funded warrants. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through December 31, 2025 included underwriter’s fees of $314,343 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. As of December 31, 2025, The Company used the proceeds from the offering for working capital purposes.

On October 24, 2025, the Company sold 1,333,334 shares of common stock at $2.1 per share, generating gross proceeds of $2.8 million. The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company used the proceeds from the offering for working capital purposes.

In March 2026, the CEO executed a Letter of Support in which he agreed to provide continuing financial support to the Company for a period of at least 12 months from the issuance date of the Company’s consolidated financial statements for the year ended December 31, 2025.

The Company expects to continue incurring significant operating cash outflows to support its operations. Additional financing may be required to sustain the business. Management will make its best efforts to secure the necessary funding to support the Company’s operations.

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 will have sufficient liquidity to meet its obligations as they become due for at least the next twelve months from the date the consolidated financial statements are issued.

Prepaid and Other Current Assets (Tables)

12 Months Ended

Dec. 31, 2025

Prepaid and Other Current Assets [Abstract]

Schedule of Prepaid and Other Current Assets

Prepayments consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025		December 31, 2024

Prepayments of operating lease	$	45,325	$	-
Prepaid research and development fee*		195,000		-
Prepaid car rental		75,648		-
Other prepayments		15,615		-
Total prepayments	$	331,588	$	-

Nature of Business and Organization - Schedule of Consolidated Financial Statements Reflect the Activities of GDC (Details)	12 Months Ended
	Dec. 31, 2025
Citi Profit BVI [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A British Virgin Island company Incorporated in April 2019
Ownership	100.00%
Highlight HK [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A Hong Kong company
Ownership	100.00%
Highlight HK One [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	Incorporated in November 2022
Highlight WFOE [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A PRC limited liability company and deemed a wholly foreign owned enterprise (WFOE)
Ownership	100.00%
Highlight WFOE One [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	Incorporated in January 2023
AI Catalysis [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A Nevada company
Ownership	100.00%
AI Catalysis One [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	Incorporated in May 2023
SH Xianzhui [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A PRC limited liability company
Ownership	73.3333%
SH Xianzhui One [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	Incorporated in August 2023
Pallas [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	A British Virgin Islands company
Ownership	100.00%
Pallas One [Member]
Schedule of Consolidated Financial Statements Reflect the Activities of GDC [Line Items]
Background	Incorporated in June 2025, acquired on September 29, 2025

Fair Value of Financial Instruments - Schedule of Assets and Liabilities that were Measured at Fair Value (Details) - Fair Value, Recurring [Member] - USD ($) $ in Millions	Dec. 31, 2025	Dec. 31, 2024
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets	$ 663
Level I [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets	663
Level II [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets
Level III [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets
Digital Assets [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets	663
Digital Assets [Member] \| Level I [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets	663
Digital Assets [Member] \| Level II [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets
Digital Assets [Member] \| Level III [Member]
Schedule of Assets and Liabilities that were Measured at Fair Value [Line Items]
Digital assets

Nature of Business and Organization (Tables)

12 Months Ended

Dec. 31, 2025

Nature of Business and Organization [Abstract]

Schedule of Consolidated Financial Statements Reflect the Activities of GDC

The accompanying consolidated financial statements reflect the activities of GDC and each of the following entities:

Name	Background		Ownership
Citi Profit BVI	●	A British Virgin Island company Incorporated in April 2019	100% owned by the Company
Highlight HK	●	A Hong Kong company	100% owned by Citi Profit BVI
	●	Incorporated in November 2022
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
SH Xianzhui	●	A PRC limited liability company	73.3333% owned by Highlight WFOE
	●	Incorporated in August 2023
Pallas	●	A British Virgin Islands company	100% owned by the Company
	●	Incorporated in June 2025, acquired on September 29, 2025

Taxes - Schedule of Pretax Loss from Operations (Details)	12 Months Ended
	Dec. 31, 2025 USD ($)
Schedule of Pretax Loss from Operations [Abstract]
Domestic	$ (186,931,598)
Foreign	(102)
Loss before income taxes	$ (186,931,700)

- Definition

Amount after tax of income (loss) from continuing operations including portion attributable to the noncontrolling interest.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 810
-SubTopic 10
-Name Accounting Standards Codification
-Section 45
-Paragraph 19
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481231/810-10-45-19

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480738/235-10-S50-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(i))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 825
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 28
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482907/825-10-50-28

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 105
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 9
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479343/105-10-65-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
-SubTopic 10
-Name Accounting Standards Codification
-Section 65
-Paragraph 17
-Subparagraph (d)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480336/718-10-65-17

Reference 7: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 8: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 9: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 30
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-30

Reference 10: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 11: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 12: http://fasb.org/us-gaap/role/ref/otherTransitionRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-6

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Deferred tax assets
Net operating losses carried forward	$ 7,875,558	$ 6,105,138
Capitalized R&D	478,350
Reserves and Accruals	17,168
Provision of credit loss on note receivable and loan receivable	945,000	1,092,011
Impairment loss of intangible assets	987,090	845,008
Lease liability	340,460	605,169
Unrealized loss on digital assets	53,552,364
Amortization of intangibles	342,027
Total deferred tax assets	64,538,017	8,647,326
Less: Valuation allowance	(64,261,937)	(8,020,571)
Deferred tax assets, net of valuation allowance	276,080	626,755
Deferred tax liabilities
Right - of - use assets	(296,397)	(465,347)
Fixed assets	(671)
Amortization of intangible assets		(315,319)
Total deferred tax liabilities	(297,068)	(780,666)
Total deferred tax liabilities, net	$ (20,988)	$ (153,911)

Subsequent Events

12 Months Ended

Dec. 31, 2025

Subsequent Events [Abstract]

Subsequent Events

Note 15 – Subsequent events

The Company has evaluated subsequent events that occurred after the balance sheet date up to March 27, 2026, which is the date of issuance of the consolidated financial statements. Based on this review, the Company did not identify any subsequent event that would have required adjustment or disclosure in the consolidated financial statements.

Equity (Tables)

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Schedule of Warrant Activities

The summary of warrant activities for the year ended December 31, 2025 were as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46
Granted		7,468,536		7,468,536		0.001		-
Exercised		1,051,341		1,051,341		-		-
December 31, 2025		8,729,201		8,527,813	$	45.79		2.23

The summary of warrant activities for the year ended December 31, 2024 were as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2023		9,623,806		5,394,642	$	19.45		4.54
Granted		40,514		40,514		1.37		4.24
Exercised		7,352,314		3,324,538		-		-
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46

Taxes - Schedule of Effective Rate to Income Tax (Details) - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Schedule of Effective Rate to Income Tax [Abstract]

U.S. federal statutory tax rate, amount (in Dollars)

$ (39,255,657)

U.S. federal statutory tax rate, percentage

21.00%

State income taxes, net of federal effect, amount (in Dollars)

^[1]

$ (16,151,984)

State income taxes, net of federal effect, percentage

8.64%

^[1]

12.56%

^[2]

Foreign Tax Effects:

Foreign tax rate differential, amount (in Dollars)

$ 21

Foreign tax rate differential, percentage

0.00%

(1.21%)

Change in federal valuation allowance, amount (in Dollars)

$ 1,885,325

Change in federal valuation allowance, percentage

(1.01%)

(19.05%)

Impairment and credit loss, amount (in Dollars)

Impairment and credit loss, percentage

(7.72%)

Impairment loss on intangible assets, amount (in Dollars)

$ 255,840

Impairment loss on intangible assets, percentage

(0.14%)

(5.97%)

Unrealized loss on digital assets, amount (in Dollars)

$ 53,552,364

Unrealized loss on digital assets, percentage

(28.64%)

Others, amount (in Dollars)

$ (340,886)

Others, percentage

0.18%

0.16%

Effective Tax Rate, amount (in Dollars)

$ (54,977)

$ (32,101)

Effective Tax Rate, percentage

0.03%

(0.23%)

[1]	For the year ended December 31, 2025, state and local income tax in New Jersey comprised the majority of the state and local income taxes, net of federal effect category.
[2]	For the year ended December 31, 2024, state and local income taxes in New York and New York City comprise the majority of state and local income taxes, net of federal effect category.

Equipment, Net - Schedule of Equipment, Net (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Equipment, Net [Line Items]
Subtotal	$ 14,190	$ 14,190
Less: accumulated depreciation	(10,713)	(6,409)
Total	3,477	7,781
Office equipment and furniture [Member]
Schedule of Equipment, Net [Line Items]
Subtotal	$ 14,190	$ 14,190

Related Party Balances and Transactions

12 Months Ended

Dec. 31, 2025

Related Party Balances and Transactions

Note 8 – Related Party Balances and Transactions

Other payables – related parties:

Name of related party	Relationship	Nature	December 31, 2025		December 31, 2024

Xiaojian Wang	Chief Executive Officer	Accrued compensations	$	100,000	$	50,000
Xiaojian Wang	Chief Executive Officer	Interest-free loans to the Company*		-		349,485
Xiaojian Wang	Chief Executive Officer	Invoices paid on behalf of the Company		2,150		50,000
Zihao Zhao	Chief Finance Officer	Accrued compensations		60,833		50,833
Zihao Zhao	Chief Finance Officer	Reimbursement		2,033		1,948
Total			$	165,016	$	502,266

Related Party Transaction

As disclosed in Note 1, the Company purchased 100% equity interest of Pallas from the Sellers, on September 29, 2025. Two shareholders of the Company, who beneficially own 12.86%, in the aggregate, of the outstanding shares of common stock of the Company, immediately before the execution of the Transaction, also serve as the directors and share voting and dispositive power over the shares issued by the Target. Accordingly, the Pallas Transaction constitutes a related party transaction for the Company pursuant to Item 404 of Regulation S-K.

As of December 31, 2025 and 2024, the balance of other payables - related parties were $165,016 and $502,266, respectively, mainly consisted of accrued compensation of the Company’s officers, interest - free loans received from the Company’s officers and operating related fees paid by the Company’s officer on behalf of the Company. As of December 31, 2025, the interest-free loans received from the Company’s officers were fully repaid.

For the years ended December 31, 2025 and 2024, the Company recorded compensation expenses to its officers amounted to $127,036 and $80,000, respectively, for their services provided to the Company.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Summary of Significant Accounting Policies - Schedule of Estimated Useful Life Intangible Assets (Details)	Dec. 31, 2025
Schedule of Estimated Useful Lives Intangible Assets [Abstract]
Intangible assets, estimated useful life	5 years

Leases - Schedule of Future Lease Payments Under Operating Leases (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Schedule Of Future Lease Payments Under Operating Leases Abstract

$ 423,573

401,127

409,149

34,605

1,268,454

Less: imputed interest

133,590

Present value of lease liabilities

$ 1,134,864

^[1]

$ 1,532,536

[1]	As of December 31, 2025, present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $353,648 and $781,216, respectively.

Other Payables and Accrued Liabilities (Details) - Green Oasis limited [Member]	Jan. 23, 2025 USD ($)
Other Payables and Accrued Liabilities [Line Items]
Ownership shares	5.00%
Loan	$ 100,000

- Definition

This item represents the carrying amount on the entity's balance sheet of its investment in common stock of an equity method investee. This is not an indicator of the fair value of the investment, rather it is the initial cost adjusted for the entity's share of earnings and losses of the investee, adjusted for any distributions (dividends) and other than temporary impairment (OTTI) losses recognized.

+ References + Details

Leases (Details) - USD ($)	12 Months Ended
Leases (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Leases [Abstract]
Lease liabilities- current	$ 353,648	$ 427,984
Lease liabilities- non-current	781,216	1,104,552
Operating leases expenses	433,089	512,937
Operating leases payments	528,437	404,440
Short-term lease expenses	481,549
Short-term lease payments		624,011
Sublease income	$ 32,609

Intangible Assets, Net - Schedule of Intangible Assets (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Schedule of Intangible Assets [Line Items]

Subtotal

$ 10,878,615

$ 4,890,092

Less: accumulated amortization

(2,184,403)

(1,036,518)

Accumulated impairment

(3,603,974)

(2,751,174)

Total

5,090,238

1,102,400

Software [Member]

Schedule of Intangible Assets [Line Items]

Subtotal

4,890,092

3,642,092

Purchase of Software [Member]

Schedule of Intangible Assets [Line Items]

Subtotal

^[1]

$ 5,988,523

$ 1,248,000

[1]	On April 28, 2025, the Company purchased one software- Chat Box, by issuance of 2,444,295 shares of the Company’s common stock. Chat Box is an immersive chatbot platform centered on Al technology, specifically designed for otaku enthusiasts and interactive entertainment scenarios.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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+ Details

Other Payables and Accrued Liabilities

12 Months Ended

Dec. 31, 2025

Other Payables and Accrued Liabilities [Abstract]

Other Payables and Accrued Liabilities

Note 7 – Other Payables and Accrued Liabilities

Other payables and accrued liabilities consisted of the following as of December 31, 2025 and 2024:

	December 31,		December 31,
	2025		2024

Professional service fee	$	345,570	$	375,085
Payroll		57,226		26,558
Advance from an investor ⁽¹⁾		4,771		-
Amounts due to shareholder ⁽²⁾		100,000		-
Others		178		178
Total	$	507,745	$	401,821

(1)

Includes advance from one of the warrant shareholders for the exercise of prefunded warrants.

(2)

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2025	Mar. 27, 2026	Jun. 30, 2025
Document Information [Line Items]
Document Type	10-K
Document Annual Report	true
Document Transition Report	false
Document Financial Statement Error Correction [Flag]	false
Entity Interactive Data Current	Yes
ICFR Auditor Attestation Flag	false
Amendment Flag	false
Document Period End Date	Dec. 31, 2025
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	FY
Entity Information [Line Items]
Entity Registrant Name	GD CULTURE GROUP LIMITED
Entity Central Index Key	0001641398
Entity File Number	001-37513
Entity Tax Identification Number	47-3709051
Entity Incorporation, State or Country Code	NV
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Public Float			$ 63,150,828.08
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	111 Town Square Place
Entity Address, Address Line Two	Suite #1203
Entity Address, City or Town	Jersey City
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07310
Entity Phone Fax Numbers [Line Items]
City Area Code	+1-347
Local Phone Number	2590292
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	GDC
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		60,759,711

Equipment, Net (Details) - USD ($)	12 Months Ended
Equipment, Net (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Equipment, Net [Abstract]
Depreciation expense	$ 4,304	$ 4,730

Taxes

12 Months Ended

Dec. 31, 2025

Taxes [Abstract]

Taxes

Note 10 – Taxes

Income Tax

United States

GDC and AIC are corporations organized in the state of Nevada and operated primarily in the state of New York. In December 2025, GDC and AIC moved their office to New Jersey. As a result, they are subject to U.S. federal corporate income tax as well as state and local income taxes in New York and New Jersey.

For the years ended December 31, 2025 and 2024, the applicable statutory tax rates were as follows:

●

Federal corporate income tax rate: 21%;

●

New York State corporate income tax rate: 6.5%;

●

New York City business corporation tax rate: 8.85%;

●

Metropolitan Transportation Business Tax Surcharge (MTA Tax): 30% of the New York State corporate franchise tax liability;

●

New Jersey State corporate income tax rate: 9%;

The Company’s effective tax rate may differ from the statutory rates due to various factors, including non-deductible expenses, tax credits, valuation allowances, and the impact of state and local taxes. Additionally, the Company evaluates uncertain tax positions in accordance with ASC 740, recognizing tax benefits only if it is more likely than not that the position will be sustained upon examination.

British Virgin Islands

Citi Profit BVI and Pallas are incorporated in the British Virgin Islands and are not subject to tax on income or capital gains under current British Virgin Islands law. In addition, upon payments of dividends by these entities to their shareholders, no British Virgin Islands withholding tax will be imposed.

Hong Kong

Highlight HK is incorporated in Hong Kong and are subject to Hong Kong Profits Tax on the taxable income as reported in its statutory financial statements adjusted in accordance with relevant Hong Kong tax laws. Highlight HK is subject to Hong Kong profit tax at a rate of 8.25% for assessable profits on the first HK$2 million and 16.5% for any assessable profits in excess of HK$2 million for years ended December 31, 2025 and 2024. The Company did not make any provisions for Hong Kong profit tax as there were no assessable profits derived from or earned in Hong Kong since inception.

PRC

Highlight WFOE and SH Xianzhui are governed by the income tax laws of the PRC and the income tax provision in respect to operations in the PRC is calculated at the applicable tax rates on the taxable income for the periods based on existing legislation, interpretations and practices in respect thereof. Under the Enterprise Income Tax Laws of the PRC (the “EIT Laws”), qualified small and micro enterprises with annual taxable income not exceeding RMB 3 million are eligible for a preferential corporate income tax rate of 5% until December 31, 2027. This preferential rate is applied in accordance with relevant Chinese tax laws and regulations, and may be adjusted by the authorities from time to time.

Pretax Loss from Operations

The components of pretax loss from operations are as follows:

	Year Ended December 31,
	2025
Domestic	$	(186,931,598	)
Foreign		(102	)
Loss before income taxes	$	(186,931,700	)

Provision (Benefit) for Income Taxes

The current and deferred components of income tax expenses from operations appearing in the consolidated statements of operations are as follows:

	For the year ended December 31,
	2025			2024

Current tax expenses
Federal	$	(90,000	)	$	(90,000	)
State		12,054			(51,810	)
Total current tax expenses	$	(77,946	)	$	(141,810	)
Deferred tax benefits
Federal	$	132,923		$	173,911
State		-			-
Total deferred tax benefits	$	132,923		$	173,911
Total benefits from income taxes	$	54,977			32,101

The Company adopted ASU 2023-09 for the annual period ending December 31, 2025, and elected to apply the amendments on a prospective basis. The following table presents the required disclosure pursuant to ASU 2023-09 and is a reconciliation of the Company's income tax expense at the statutory federal tax rate to the Company's effective tax rate for the year ended December 31, 2025:

	For the year ended December 31, 2025
U.S. federal statutory tax rate	$	(39,255,657	)	21.00	%
State income taxes, net of federal effect ^(*)		(16,151,984	)	8.64	%
Foreign Tax Effects:
People’s Republic of China:
Foreign tax rate differential		21		(0.00	)%
Change in federal valuation allowance		1,885,325		(1.01	)%
Impairment and credit loss		-		-	%
Impairment loss on intangible assets		255,840		(0.14	)%
Unrealized loss on digital assets		53,552,364		(28.64	)%
Other		(340,886	)	0.18	%
Effective Tax Rate	$	(54,977	)	0.03	%

*	For the year ended December 31, 2025, state and local income tax in New Jersey comprised the majority of the state and local income taxes, net of federal effect category.

The following table presents a reconciliation of the Company's income tax expense at the statutory federal tax rate to the Company's effective tax rate for the year ended December 31, 2024:

	December 31, 2024
Statutory tax rate
Federal		21.00	%
State (net of federal effect) ^*		12.56	%
Foreign tax		(1.21	)%
Provision of credit loss		(7.72	)%
Impairment loss on intangible assets		(5.97	)%
Change in valuation allowance		(19.05	)%
Others		0.16	%
Effective tax rate		(0.23	)%

*	For the year ended December 31, 2024, state and local income taxes in New York and New York City comprise the majority of state and local income taxes, net of federal effect category.

As of December 31, 2025 and 2024, income tax payable to US tax authorities was $187,995 and $141,810, respectively. As of December 31, 2025 and 2024, no income tax was payable to Chinese tax authorities.

For the year ended December 31, 2025, the Company recorded $90,000 of penalty related to failed filing of tax returns.

Income Taxes Paid

The following table presents cash paid for income taxes, net of refunds received, by jurisdiction during the year ended December 31, 2025:

	December 31,
	2025
Federal	$	-
State
New York		19,660
New York City		8,101
New Jersey		4,000
Total cash paid for income taxes, net of refunds	$	31,761

Deferred Tax Assets and Liabilities

Deferred income taxes reflect the net tax effects of loss and credit carryforwards and temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2025 and 2024 were as follows:

	December 31,			December 31,
	2025			2024

Deferred tax assets
Net operating losses carried forward	$	7,875,558		$	6,105,138
Capitalized R&D		478,350			-
Reserves and Accruals		17,168			-
Provision of credit loss on note receivable and loan receivable		945,000			1,092,011
Impairment loss of intangible assets		987,090			845,008
Lease liability		340,460			605,169
Unrealized loss on digital assets		53,552,364			-
Amortization of intangibles		342,027			-
Total deferred tax assets	$	64,538,017		$	8,647,326
Less: Valuation allowance		(64,261,937	)		(8,020,571	)
Deferred tax assets, net of valuation allowance	$	276,080		$	626,755
Deferred tax liabilities
Right - of - use assets	$	(296,397	)	$	(465,347	)
Fixed assets		(671	)		-
Amortization of intangible assets		-			(315,319	)
Total deferred tax liabilities	$	(297,068	)	$	(780,666	)
Total deferred tax liabilities, net	$	(20,988	)	$	(153,911	)

As of December 31, 2025, the Group had tax losses carry forwards of approximately $5.3 million from the entity in the PRC. The tax loss in the PRC can be carried forward for five years to offset future taxable profit and which will expire between 2028 and 2030 if not utilized. As of December 31, 2025, the Group had tax losses carry forwards of approximately $23.5 million from the entities in the U.S. The tax loss in the U.S. can be carried forward indefinitely.

The Company is subject to U.S. federal income tax as well as state income tax in certain jurisdictions. The tax years 2023 to 2025 remain open to examination by the major taxing jurisdictions to which the Company is subject.

Management believes that the realization of the benefits from these losses appears uncertain due to the Company’s operating history and continued losses in the United States. Accordingly, the Company has provided a 100% valuation allowance on the deferred tax asset to reduce the asset to zero. Management reviews this valuation allowance periodically and makes changes accordingly.

- Definition

The entire disclosure for income tax.

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+ Details

Intangible Assets, Net (Details) - USD ($)		12 Months Ended
Intangible Assets, Net (Details) - USD ($)	Apr. 28, 2025	Dec. 31, 2025	Dec. 31, 2024
Intangible Assets, Net [Line Items]
Amortization expense		$ 1,147,885	$ 692,755
Net book value		5,090,238	1,102,400
After deducting accumulated amortization		2,184,403	1,036,518
Accumulated impairment		3,603,974	2,751,174
Impairment losses		852,800	2,755,659
Software- Chat Box [Member] \| Common Stock [Member]
Intangible Assets, Net [Line Items]
Issuance of shares of common stock (in Shares)	2,444,295
Software Copyrights [Member]
Intangible Assets, Net [Line Items]
Net book value		5,090,238
After deducting accumulated amortization		2,184,403
Impairment losses		$ 852,800	$ 2,755,659

Segment Reporting

12 Months Ended

Dec. 31, 2025

Segment Reporting [Abstract]

Segment Reporting

Note 14 – Segment Reporting

In November 2023, the FASB issued ASU 2023-07 Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which improved the reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses enabling investors to better understand an entity’s overall performance and assess potential future cash flows. ASU 2023-07 requires entities with a single reportable segment to provide all the disclosures required by the amendments in ASU 2023-07 and all existing segment disclosures in Segment Reporting (Topic 280). ASU 2023-07 is effective for annual periods on January 1, 2024, and periods beginning on January 1, 2025. The Company adopted this standard for its 2024 annual financial statements and applied this standard retrospectively for all prior periods presented in the financial statements. ASU 2023-07 has no material impact on the Group’s consolidated financial statements.

The Company operates and manages its business as a single segment and has one operating and reportable segment, the Virtual Content Production. The Company’s Chief Executive Officer is the chief operating decision-maker (“CODM”). When making decisions about allocating resources and assessing the performance of the Company as a whole, the CODM review operating metrics and consolidated financial statements.

The Company concluded that consolidated net income (loss) reported in the consolidated statements of operations and comprehensive income (loss) is the measure of segment profitability, and consolidated total assets reported in the consolidated balance sheets is the measure of segment assets. The CODM refers to consolidated operating results and financial condition when addressing strategic and operational matters and allocating resources. Significant expense categories regularly provided to and reviewed by the CODM are those presented in the consolidated statements of operations and comprehensive income (loss). As substantially all of the Company’s long-lived assets are located in the United States, and substantially all of the Company’s expenses are derived from within the United States, no geographical segments are presented.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

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+ Details

Summary of Significant Accounting Policies (Details)	12 Months Ended
Summary of Significant Accounting Policies (Details)	Dec. 31, 2025 USD ($) shares	Dec. 31, 2024 USD ($) shares
Summary of Significant Accounting Policies [Line Items]
Accumulated other comprehensive income	$ 213,626	$ 213,571
Provision of credit loss expenses		3,150,000
Sublease income	32,609
Impairment losses in long-lived assets	$ 852,800	2,755,659
Tax benefit that is greater than likely percentage	50.00%
Penalty amount	$ 90,000	93,446
Income Tax, Penalty Recognition, Classification [Extensible Enumeration]	Deferred income tax
Interest tax return		$ 2,053
Income Tax, Interest Recognition, Classification [Extensible Enumeration]		Cash paid for income tax
Pre-Funded Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding warrants (in Shares) \| shares	7,468,536
Warrant [Member]
Summary of Significant Accounting Policies [Line Items]
Outstanding warrants (in Shares) \| shares	1,260,665	2,312,006
Exchange Warrants [Member]
Summary of Significant Accounting Policies [Line Items]
Convertible common stocks (in Shares) \| shares	1,059,277	2,110,618
RMB [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate	6.9931
Foreign currency average translation rates	7.1873
Minimum [Member] \| RMB [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate		7.2993
Foreign currency average translation rates		7.1964
Maximum [Member]
Summary of Significant Accounting Policies [Line Items]
Lease term	5 years 4 months 24 days
Maximum [Member] \| RMB [Member]
Summary of Significant Accounting Policies [Line Items]
Translation rate		1
Foreign currency average translation rates		1

Fair Value of Financial Instruments (Details)	12 Months Ended
Fair Value of Financial Instruments (Details)	Dec. 31, 2025 USD ($) Bitcoin	Dec. 31, 2024 USD ($)
Fair Value of Financial Instruments [Abstract]
Digital assets units (in Bitcoin) \| Bitcoin	7,500
Cost of digital asset	$ 842,000,000
Fair value	662,996,878
Recognized net loss	(178,507,882)
Disposal of digital assets

Concentration of Credit Risk

12 Months Ended

Dec. 31, 2025

Concentration of Credit Risk [Abstract]

Concentration of Credit Risk

Note 11 – Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits.

Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2025 and 2024, the Company did not have any cash excess of the FDIC insured limit. As of December 31, 2025 and 2024, $3,305 and $3,267 were deposited with a financial institution located in the PRC, respectively. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.

- Definition

The entire disclosure for any concentrations existing at the date of the financial statements that make an entity vulnerable to a reasonably possible, near-term, severe impact. This disclosure informs financial statement users about the general nature of the risk associated with the concentration, and may indicate the percentage of concentration risk as of the balance sheet date.

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+ Details

Fair Value of Financial Instruments (Tables)

12 Months Ended

Dec. 31, 2025

Fair Value of Financial Instruments [Abstract]

Schedule of Assets and Liabilities that were Measured at Fair Value

The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows (in millions):

	December 31, 2025								December 31, 2024
	Fair Value		Level I		Level II		Level III		Fair Value		Level I		Level II		Level III
Digital assets ⁽¹⁾	$	663	$	663	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	663	$	663	$	—	$	—	$	—	$	—	$	—	$	—

Fair Value of Financial Instruments

12 Months Ended

Dec. 31, 2025

Fair Value of Financial Instruments [Abstract]

Fair Value of Financial Instruments

Note 3 – Fair Value of Financial Instruments

ASC 820, Fair Value Measurements states that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The three-tiered fair value hierarchy, which prioritizes which inputs should be used in measuring fair value, is comprised of: (Level I) observable inputs such as quoted prices in active markets; (Level II) inputs other than quoted prices in active markets that are observable either directly or indirectly and (Level III) unobservable inputs for which there is little or no market data. The fair value hierarchy requires the use of observable market data when available in determining fair value. The Company’s assets and liabilities that were measured at fair value on a recurring basis were as follows (in millions):

	December 31, 2025								December 31, 2024
	Fair Value		Level I		Level II		Level III		Fair Value		Level I		Level II		Level III
Digital assets ⁽¹⁾	$	663	$	663	$	—	$	—	$	—	$	—	$	—	$	—
Total	$	663	$	663	$	—	$	—	$	—	$	—	$	—	$	—

As of December 31, 2025, the Company’s digital assets were comprised of 7,500 units of Bitcoin, at cost of $842 million. These Bitcoins were originally held by Pallas and continued to be held following the Company’s acquisition of Pallas. In accordance with ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets, the Company accounts for its crypto assets as indefinite-lived intangible assets measured at fair value, with changes in fair value recognized in net income in each reporting period.

The fair value of Bitcoin is determined based on quoted prices in active markets. The Company does not apply amortization to digital assets. Gains and losses resulting from changes in fair value are presented within “Other income” in the consolidated statements of operations.

As of December 31, 2025, the fair value of the Company’s Bitcoin holdings was $662,996,878. For the year ended December 31, 2025, the Company recognized a net loss of $178,507,882 in the consolidated statements of operations related to changes in the fair value of its Bitcoin holdings. There was no disposal of digital assets during the year ended December 31, 2025.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

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-Topic 820
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+ Details

Taxes - Schedule of Income Tax Paid (Details)	12 Months Ended
Taxes - Schedule of Income Tax Paid (Details)	Dec. 31, 2025 USD ($)
Schedule of Income Tax Paid [Line Items]
Federal
Total cash paid for income taxes, net of refunds	31,761
New York [Member]
Schedule of Income Tax Paid [Line Items]
State	19,660
New York City [Member]
Schedule of Income Tax Paid [Line Items]
State	8,101
New Jersey [Member]
Schedule of Income Tax Paid [Line Items]
State	$ 4,000

Intangible Assets, Net - Schedule of Future Amortization of Intangible Assets (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Schedule of Future Amortization of Intangible Assets [Abstract]
FY2026	$ 1,197,708
FY2027	1,197,708
FY2028	1,197,708
FY2029	1,197,708
FY2030	299,406
Total future amortization of intangible assets	$ 5,090,238	$ 1,102,400

Concentration of Credit Risk (Details) - USD ($)	Dec. 31, 2025	Dec. 31, 2024
Concentration of Credit Risk [Line Items]
Federal deposit insurance corporation	$ 250,000
Cash excess of the FDIC insured limit
PRC [Member]
Concentration of Credit Risk [Line Items]
Deposit	$ 3,305	$ 3,267

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 275
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-Section 50
-Paragraph 18
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+ Details

Other Payables and Accrued Liabilities - Schedule of Other Payables and Accrued Liabilities (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Schedule of Other Payables and Accrued Liabilities [Abstract]

Professional service fee

$ 345,570

$ 375,085

Payroll

57,226

26,558

Advance from an investor

^[1]

4,771

Amounts due to shareholder

^[2]

100,000

Others

178

Total

$ 507,745

$ 401,821

[1]	Includes advance from one of the warrant shareholders for the exercise of prefunded warrants.
[2]	On January 23, 2025, Green Oasis Limited, which at the time held less than 5% ownership shares in the Company, provided a $100,000 loan to the Company, for working capital purposes, with maturity as of April 23, 2025. On April 25, 2025, Green Oasis Limited and the Company extended the maturity date to July 23, 2025, which was further extended to July 23, 2026 through an amendment agreement.

Related Party Balances and Transactions (Details) - USD ($)	3 Months Ended	7 Months Ended	12 Months Ended
	May 31, 2025	Mar. 31, 2025	Dec. 31, 2025	Dec. 31, 2024	Sep. 29, 2025
Related Party Balances and Transactions [Line Items]
Repayments to related party			$ 399,485
Mr. Xiaojian Wang [Member]
Related Party Balances and Transactions [Line Items]
Repayments to related party		$ 399,485
Related Party [Member]
Related Party Balances and Transactions [Line Items]
Other payables- related parties			165,016	502,266
Chief Executive Officer [Member]
Related Party Balances and Transactions [Line Items]
Repayments to related party	$ 399,485
Officers [Member]
Related Party Balances and Transactions [Line Items]
Compensation expenses			$ 127,036	$ 80,000
Sellers [Member]
Related Party Balances and Transactions [Line Items]
Equity interest, percentage					100.00%
Two Shareholders [Member]
Related Party Balances and Transactions [Line Items]
Shareholders owner percentage			12.86%

Audit Information	12 Months Ended
Audit Information	Dec. 31, 2025
Auditor [Table]
Auditor Name	HTL International, LLC
Auditor Firm ID	7000
Auditor Location	Houston, Texas
Auditor Opinion [Text Block]	Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheet of GD Culture Group Limited (the “Company”) and its subsidiaries as of December 31, 2024, and the related consolidated statements of operations and comprehensive loss, changes in shareholders’ equity, and cash flows for the year ended December 31, 2024, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Leases - Schedule of Lease Payments (Details) - USD ($)

Dec. 31, 2025

Dec. 31, 2024

Weighted average remaining lease term:

Operating lease term

3 years 29 days

3 years 7 months 17 days

Weighted average discount rate:

Operating lease discount rate

7.54%

7.53%

Operating lease right-of-use assets, net

Operating lease

$ 987,988

$ 1,342,333

Lease liabilities

Current portion of operating lease liabilities

353,648

427,984

Non-current portion of operating lease liabilities

781,216

1,104,552

Operating leases, total

$ 1,134,864

^[1]

$ 1,532,536

[1]	As of December 31, 2025, present value of future operating lease payments consisted of current portion of operating lease liabilities and non-current portion of operating lease liabilities, amounting to $353,648 and $781,216, respectively.

Equity - Schedule of Warrant Activities (Details) - Warrant [Member] - $ / shares			12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2025	Dec. 31, 2024
Schedule of Warrant Activities [Line Items]
Warrants Outstanding, Granted			7,468,536	40,514
Exercisable Into Number of Shares, Granted			7,468,536	40,514
Weighted Average Exercise Price, Granted (in Dollars per share)			$ 0.001	$ 1.37
Average Remaining Contractual Life, Granted				4 years 2 months 26 days
Warrants Outstanding, Exercised			1,051,341	7,352,314
Exercisable Into Number of Shares, Exercised			1,051,341	3,324,538
Weighted Average Exercise Price, Exercised (in Dollars per share)
Average Remaining Contractual Life, Exercised
Warrants Outstanding, Ending Balance	2,312,006	9,623,806	8,729,201	2,312,006
Exercisable Into Number of Shares, Ending Balance	2,110,618	5,394,642	8,527,813	2,110,618
Weighted Average Exercise Price, Ending Balance (in Dollars per share)	$ 29.94	$ 19.45	$ 45.79	$ 29.94
Average Remaining Contractual Life, Ending Balance	3 years 5 months 15 days	4 years 6 months 14 days	2 years 2 months 23 days	3 years 5 months 15 days

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2025	Dec. 31, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized (in Shares)	1,000,000,000	20,000,000
Preferred stock, shares issued (in Shares)
Preferred stock, shares outstanding (in Shares)
Common stock, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in Shares)	10,000,000,000	200,000,000
Common stock, shares issued (in Shares)	57,318,111	11,167,294
Common stock, shares outstanding (in Shares)	57,318,111	11,167,294

Intangible Assets, Net

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net [Abstract]

Intangible Assets, net

Note 6 – Intangible Assets, net

Intangible assets consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024

Software	$	4,890,092		$	3,642,092
Add: purchase of software*		5,988,523			1,248,000
Subtotal		10,878,615			4,890,092
Less: accumulated amortization		(2,184,403	)		(1,036,518	)
Accumulated impairment		(3,603,974	)		(2,751,174	)
Total	$	5,090,238		$	1,102,400

On April 28, 2025, the Company purchased one software- Chat Box, by issuance of 2,444,295 shares of the Company’s common stock. Chat Box is an immersive chatbot platform centered on Al technology, specifically designed for otaku enthusiasts and interactive entertainment scenarios.

Amortization expenses for the years ended December 31, 2025 and 2024 were $1,147,885 and $692,755, respectively.

As of December 31, 2025, the net book value of software copyrights was $5,090,238, after deducting accumulated amortization of $2,184,403 and accumulated impairment of $3,603,974. Due to limited potential economic benefits for varying reasons, the Company recognized impairment losses of $852,800 and $2,755,659, respectively, for the years ended December 31, 2025 and 2024, to the software copyrights.

Future amortization of intangible assets are as follows:

	Amortization
FY2026		1,197,708
FY2027		1,197,708
FY2028		1,197,708
FY2029		1,197,708
FY2030		299,406
Total future amortization of intangible assets	$	5,090,238

Prepaid and Other Current Assets

12 Months Ended

Dec. 31, 2025

Prepaid and Other Current Assets [Abstract]

Prepaid and Other Current Assets

Note 4 – Prepayments

Prepayments consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025		December 31, 2024

Prepayments of operating lease	$	45,325	$	-
Prepaid research and development fee*		195,000		-
Prepaid car rental		75,648		-
Other prepayments		15,615		-
Total prepayments	$	331,588	$	-

Commitments and Contingencies

12 Months Ended

Dec. 31, 2025

Commitments and Contingencies [Abstract]

Commitments and Contingencies

Note 13 – Commitments and Contingencies

Contingencies

From time to time, the Company may be subject to certain legal proceedings, claims and disputes that arise in the ordinary course of business. Although the outcomes of these legal proceedings cannot be predicted, the Company does not believe these actions, in the aggregate, will have a material adverse impact on its financial position, results of operations or liquidity.

Taxes (Details)
¥ in Millions, $ in Millions

12 Months Ended

Dec. 31, 2025

USD ($)

Dec. 31, 2025

HKD ($)

Dec. 31, 2025

CNY (¥)

Dec. 31, 2024

USD ($)

Dec. 31, 2024

HKD ($)

Taxes [Line Items]

Corporate tax rate

21.00%

Profit tax percentage

8.64%

^[1]

8.64%

^[1]

8.64%

^[1]

12.56%

^[2]

12.56%

^[2]

Percentage of business corporation tax rate

8.85%

Percentage of metropolitan transportation business tax

30.00%

State corporate income tax rate

9.00%

Tax rate, percentage

0.03%

(0.23%)

Taxable income (in Yuan Renminbi) | ¥

¥ 3

Income tax rate, percentage

0.00%

(1.21%)

Income tax payable (in Dollars)

$ 77,946

$ 141,810

Income Tax Examination, Penalties Expense (in Dollars)

90,000

93,446

Tax losses carryforwards (in Dollars)

$ 7,875,558

$ 6,105,138

Valuation allowance rate

(1.01%)

(19.05%)

PRC [Member]

Taxes [Line Items]

Income tax rate, percentage

5.00%

Income tax payable (in Dollars)

Tax losses carryforwards (in Dollars)

$ 5,300,000

New York [Member]

Taxes [Line Items]

Profit tax percentage

6.50%

Hong Kong [Member]

Taxes [Line Items]

Profit tax percentage

16.50%

Tax rate, percentage

8.25%

Assessable profits (in Dollars)

$ 2

U.S [Member]

Taxes [Line Items]

Tax losses carryforwards (in Dollars)

$ 23,500,000

Valuation allowance rate

100.00%

Minimum [Member] | U.S [Member]

Taxes [Line Items]

Tax year open to examination

2023

Maximum [Member] | U.S [Member]

Taxes [Line Items]

Tax year open to examination

2025

US Tax Authorities [Member]

Taxes [Line Items]

Income tax payable (in Dollars)

$ 187,995

$ 141,810

[1]	For the year ended December 31, 2025, state and local income tax in New Jersey comprised the majority of the state and local income taxes, net of federal effect category.
[2]	For the year ended December 31, 2024, state and local income taxes in New York and New York City comprise the majority of state and local income taxes, net of federal effect category.

Taxes (Tables)

12 Months Ended

Dec. 31, 2025

Taxes [Abstract]

Schedule of Pretax Loss from Operations

The components of pretax loss from operations are as follows:

	Year Ended December 31,
	2025
Domestic	$	(186,931,598	)
Foreign		(102	)
Loss before income taxes	$	(186,931,700	)

Schedule of Current and Deferred Components of Income Tax Expenses

The current and deferred components of income tax expenses from operations appearing in the consolidated statements of operations are as follows:

	For the year ended December 31,
	2025			2024

Current tax expenses
Federal	$	(90,000	)	$	(90,000	)
State		12,054			(51,810	)
Total current tax expenses	$	(77,946	)	$	(141,810	)
Deferred tax benefits
Federal	$	132,923		$	173,911
State		-			-
Total deferred tax benefits	$	132,923		$	173,911
Total benefits from income taxes	$	54,977			32,101

Schedule of Effective Rate to Income Tax

The following table presents the required disclosure pursuant to ASU 2023-09 and is a reconciliation of the Company's income tax expense at the statutory federal tax rate to the Company's effective tax rate for the year ended December 31, 2025:

	For the year ended December 31, 2025
U.S. federal statutory tax rate	$	(39,255,657	)	21.00	%
State income taxes, net of federal effect ^(*)		(16,151,984	)	8.64	%
Foreign Tax Effects:
People’s Republic of China:
Foreign tax rate differential		21		(0.00	)%
Change in federal valuation allowance		1,885,325		(1.01	)%
Impairment and credit loss		-		-	%
Impairment loss on intangible assets		255,840		(0.14	)%
Unrealized loss on digital assets		53,552,364		(28.64	)%
Other		(340,886	)	0.18	%
Effective Tax Rate	$	(54,977	)	0.03	%

*	For the year ended December 31, 2025, state and local income tax in New Jersey comprised the majority of the state and local income taxes, net of federal effect category.

The following table presents a reconciliation of the Company's income tax expense at the statutory federal tax rate to the Company's effective tax rate for the year ended December 31, 2024

	December 31, 2024
Statutory tax rate
Federal		21.00	%
State (net of federal effect) ^*		12.56	%
Foreign tax		(1.21	)%
Provision of credit loss		(7.72	)%
Impairment loss on intangible assets		(5.97	)%
Change in valuation allowance		(19.05	)%
Others		0.16	%
Effective tax rate		(0.23	)%

*	For the year ended December 31, 2024, state and local income taxes in New York and New York City comprise the majority of state and local income taxes, net of federal effect category.

Schedule of Income Tax Paid

The following table presents cash paid for income taxes, net of refunds received, by jurisdiction during the year ended December 31, 2025:

	December 31,
	2025
Federal	$	-
State
New York		19,660
New York City		8,101
New Jersey		4,000
Total cash paid for income taxes, net of refunds	$	31,761

Schedule of Deferred Income Tax Assets and Liabilities

The principal components of the Company’s deferred income tax assets and liabilities as of December 31, 2025 and 2024 were as follows:

	December 31,			December 31,
	2025			2024

Deferred tax assets
Net operating losses carried forward	$	7,875,558		$	6,105,138
Capitalized R&D		478,350			-
Reserves and Accruals		17,168			-
Provision of credit loss on note receivable and loan receivable		945,000			1,092,011
Impairment loss of intangible assets		987,090			845,008
Lease liability		340,460			605,169
Unrealized loss on digital assets		53,552,364			-
Amortization of intangibles		342,027			-
Total deferred tax assets	$	64,538,017		$	8,647,326
Less: Valuation allowance		(64,261,937	)		(8,020,571	)
Deferred tax assets, net of valuation allowance	$	276,080		$	626,755
Deferred tax liabilities
Right - of - use assets	$	(296,397	)	$	(465,347	)
Fixed assets		(671	)		-
Amortization of intangible assets		-			(315,319	)
Total deferred tax liabilities	$	(297,068	)	$	(780,666	)
Total deferred tax liabilities, net	$	(20,988	)	$	(153,911	)

Intangible Assets, Net (Tables)

12 Months Ended

Dec. 31, 2025

Intangible Assets, Net [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024

Software	$	4,890,092		$	3,642,092
Add: purchase of software*		5,988,523			1,248,000
Subtotal		10,878,615			4,890,092
Less: accumulated amortization		(2,184,403	)		(1,036,518	)
Accumulated impairment		(3,603,974	)		(2,751,174	)
Total	$	5,090,238		$	1,102,400

Schedule of Future Amortization of Intangible Assets

Future amortization of intangible assets are as follows:

	Amortization
FY2026		1,197,708
FY2027		1,197,708
FY2028		1,197,708
FY2029		1,197,708
FY2030		299,406
Total future amortization of intangible assets	$	5,090,238

Leases - Schedule of Sublease Income Payments Under Operating Leases (Details)	Dec. 31, 2025 USD ($)
Schedule of Sublease Income Payments Under Operating Leases [Abstract]
FY2026	$ 425,218
FY2027	400,461
FY2028	408,471
FY2029	69,209
Total sublease receivable	1,303,359
Less: imputed interest	147,481
Present value of sublease income	$ 1,155,878

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2025

Summary of Significant Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for information pursuant to the rules and regulations of the Securities Exchange Commission (“SEC”).

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of GDC and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

Use of Estimates and Assumptions

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements and the reported amounts of revenues and expenses during the periods presented. Significant accounting estimates reflected in the Company’s consolidated financial statements include the useful lives of intangible assets and equipment, impairment of long-lived assets, collectability of receivables, discount rate used to measure present value of lease liabilities and valuation allowance for deferred tax assets. Actual results could differ from these estimates.

Foreign Currency Translation and Transactions

The reporting currency of the Company is the U.S. dollar. The PRC subsidiaries of the Company conduct their businesses in the local currency, Renminbi (RMB), as its functional currency. Assets and liabilities are translated at the unified exchange rate as quoted set forth in the H.10 statistical release of the Federal Reserve Board at the end of the period. The statements of operations accounts are translated at the average translation rates and the equity accounts are translated at historical rates. Translation adjustments resulting from this process are included in accumulated other comprehensive income. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

Translation adjustments included in accumulated other comprehensive income amounted to $213,626 and $213,571 as of December 31, 2025 and 2024, respectively. The consolidated balance sheets amount, with the exception of shareholders’ equity at December 31, 2025 and 2024 were translated at 6.9931 RMB and 7.2993 RMB to $1.00, respectively. The shareholders’ equity accounts were stated at their historical rate. The average translation rates applied to consolidated statements of operations accounts for the years ended December 31, 2025 and 2024 were 7.1873 RMB and 7.1964 RMB to $1.00, respectively. The consolidated statements of cash flows are also translated at average translation rates for the periods, therefore, amounts reported on the consolidated statements of cash flows will not necessarily agree with changes in the corresponding balances on the consolidated balance sheets.

The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.

Cash and Cash Equivalents

As of December 31, 2025 and 2024, the Company did not have any cash equivalents. All cash were unrestricted as to withdrawal and use and were demand deposits placed with commercial banks.

Prepayments

Prepayments are advances paid to outside vendors for services purchases. The Company has legally binding contracts with its vendors. Once the services are received, the amounts are recognized as expenses in the consolidated statements of operations.

Credit Losses and Write-off Policy

The Company evaluates financial assets, including loan receivable and convertible notes for credit losses in accordance with applicable accounting guidance.

Loan receivable is assessed for credit loss in accordance with ASC 326, Financial Instruments – Credit Losses (“ASC 326”). The Company evaluates expected credit losses based on historical experience, current conditions, and reasonable and supportable forecasts. If it is determined that all or a portion of the loan receivable is uncollectible, the Company records an allowance for credit losses through provision in the consolidated statements of operations.

The Company accounted for credit losses on available-for-sale (“AFS”) debt securities in accordance with ASC 326-30, Financial Instruments—Credit Losses. Under ASC 326-30, the Company evaluates AFS debt securities at each reporting date to determine whether a decline in fair value below amortized cost is attributable to credit-related factors or non-credit factors. If a credit-related impairment is identified, the Company records an allowance for credit losses through earnings, limited to the difference between amortized cost and fair value. Non-credit related declines remain in accumulated other comprehensive income. If credit quality improves, previously recognized credit losses are reversed through earnings, up to the amount of prior allowance. The Company assesses credit risk based on issuer financial health, market conditions, and macroeconomic factors.

Financial assets are written off when management determines that such amounts are uncollectible. Write-offs are recorded against the related allowance for credit losses. Write-offs of financial assets that were previously fully reserved do not result in additional credit loss expense in the period of write-off.

For the years ended December 31, 2025 and 2024, the Company recorded provision of credit loss expenses of $nil and $3,150,000, respectively, in relation to its financial assets. During the year ended December 31, 2025, the Company wrote off the remaining balances of the loan receivable and convertible notes, which had been previously fully reserved.

Equipment

		Useful Life		Estimated Residual Value
Office equipment and furniture		5 years			5	%

The cost and related accumulated depreciation of assets sold or otherwise retired are eliminated from the accounts and any gain or loss is included in the consolidated statements of operations. Expenditure for maintenance and repairs are charged to earnings as incurred, while additions, renewals and betterments, which are expected to extend the useful life of assets, are capitalized. The Company also re-evaluates the periods of depreciation to determine whether subsequent events and circumstances warrant revised estimates of useful lives.

Intangible Assets

Intangible assets represent software copyright that are stated at cost, less accumulated amortization. Research and development costs associated with internally developed patents are expensed when incurred. Amortization expense is recognized on the straight-line basis over the estimated useful lives of the assets. The software copyrights have finite useful lives and are amortized using a straight-line method that reflects the estimated pattern in which the economic benefits of the intangible asset are to be consumed. The Company amortizes the cost of software copyrights, over their useful life using the straight-line method. The Company also re-evaluates the periods of amortization to determine whether subsequent events and circumstances revised estimates of useful lives. The estimated useful life is as follows:

		Useful Life
Software copyrights		5 years

Lease

The Company determines if an arrangement is a lease at inception. Leases that transfer substantially all of the benefits and risks incidental to the ownership of assets are accounted for as finance leases as if there was an acquisition of an asset and incurrence of an obligation at the inception of the lease. All other leases are accounted for as operating leases. The Company has no significant finance leases.

The Company recognizes lease liabilities and corresponding right-of-use assets on the balance sheet for leases. Operating lease right- of-use assets (the “ROU”) are disclosed as non-current assets in the Company’s consolidated balance sheets. Current maturities of operating lease liabilities are classified as operating lease liabilities - current, and operating lease liabilities that will be due in more than one year are disclosed as non-current liabilities on the consolidated balance sheets. Operating lease right-of-use assets and operating lease liabilities are initially recognized based on the present value of future lease payments at lease commencement. The operating lease right-of-use asset also includes any lease payments made prior to lease commencement and the initial direct costs incurred by the lessee and is recorded net of any lease incentives received. As the interest rates implicit in most of the leases are not readily determinable, the Company uses the incremental borrowing rates based on the information available at lease commencement to determine the present value of the future lease payments. Operating lease expenses are recognized on a straight-line basis over the term of the lease.

The Company’s lease has an initial term of 5.4 years. The Company’s lease agreements did not include non-lease components. Lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. The Company’s lease agreements do not contain any significant residual value guarantees or restricted covenants.

The Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.

The Company reassesses of a contract is or contains a leasing arrangement and re-measures ROU assets and lease liabilities upon modification of the contract. The Company will derecognize ROU assets and lease liabilities, with differences recognized in the income statement on the contract termination.

The Company evaluated the subleased office spaces in accordance with the provisions of ASC Topic 842, Leases (“ASC 842”). Since the Company has not been relieved as the primary obligor of the head lease, the Company cannot net the sublease income against its lease payment to calculate the lease liability and right-of-use (“ROU”) asset. The Company records sub-lease income over the term of the subleases on a straight-line basis. The sublease income amounted to $32,609 and $nil for the years ended December 31, 2025 and 2024, respectively, which was presented as other income on the accompanying consolidated statements of operations and comprehensive loss.

Impairment for Long-lived Assets

The Company’s determination of whether or not an indication of impairment exists at the cash generating unit level requires significant management judgment pertaining to intangible assets, including a software copyright of AI Box, which is used for online living-stream and a software copyright of Chat Box, which is used for online interactive entertainment scenarios, as well as the operating right-of-use (“ROU”) assets, including the offices of the Company. Management considers both external and internal sources of information in assessing whether there are any indications that the Company’s intangible assets and ROU assets are impaired. Based on the evaluation, the Company recognized impairment losses in long-lived assets of $852,800 and $2,755,659, respectively, for the years ended December 31, 2025 and 2024.

Digital Assets

The Company holds digital assets primarily for investment and treasury purposes rather than for use in the ordinary course of business. In accordance with ASU 2023-08, Intangibles—Goodwill and Other—Crypto Assets, digital assets are accounted for as intangible assets measured at fair value, with changes in fair value recognized immediately in earnings. Digital assets are initially recorded at cost, including acquisition-related fees (see Note 1). Subsequent to initial recognition, digital assets are measured at fair value at each reporting date, and unrealized gains and losses are included in the statement of operations. Upon disposal, the difference between proceeds and carrying amount is recognized as a gain or loss in earnings. The Company discloses the number of units held, cost basis, fair value, and any significant restrictions on the ability to sell or transfer digital assets in the Note 3 to the consolidated financial statements.

Assets Acquisition

The Company evaluates each transaction to determine whether it should be accounted for as a business combination or an asset acquisition in accordance with ASC 805, Business Combinations. A transaction is accounted for as an asset acquisition when substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, and the acquired set does not include a substantive process capable of producing outputs.

In assessing whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, the Company considers the nature of the assets, their risks and characteristics, and whether they represent a group of similar assets as defined under ASC 805-10-55-5A through 55-5C.

For transactions accounted for as asset acquisitions, the purchase consideration is measured based on the fair value of the consideration transferred, which generally consists of the fair value of equity securities or other assets issued. The acquired assets and assumed liabilities are recognized based on their relative fair values, and no goodwill is recognized.

Fair Value Measurement

The accounting standard regarding fair value of financial instruments and related fair value measurements defines financial instruments and requires disclosure of the fair value of financial instruments held by the Company. The Company considers the carrying amount of cash, other receivables, other payables and accrued liabilities to approximate their fair values because of their short-term nature.

The accounting standards define fair value, establish a three-level valuation hierarchy for disclosures of fair value measurement and enhance disclosure requirements for fair value measures. The three levels are defined as follow:

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

As of December 31, 2025 and 2024, the carrying values of cash, other receivables and other payables approximate their fair values due to the short-term nature of the instruments.

Selling and Marketing Expenses

Selling and marketing expenses mainly consist of marketing related expenses.

General and Administrative Expenses

General and administrative expenses mainly consist of (i) staff cost, rental and depreciation related to general and administrative personnel, (ii) professional expenses, and (iii) conference expenses in relation to a developer conference.

Research and Development Expenses

Research and development expenses mainly consist of outsourced research and development expenses. Research and development expenses are expensed as incurred.

Income Taxes

The Company accounts for income taxes in accordance with U.S. GAAP. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.

Deferred taxes are accounted for using the asset and liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the consolidated financial statements and the corresponding tax basis used in the computation of assessable tax profit. In principle, deferred tax liabilities are recognized for all taxable temporary differences. Deferred tax assets are recognized to the extent that it is probable that taxable profit will be available against which deductible temporary differences can be utilized. Deferred tax is calculated using tax rates that are expected to apply to the period when the asset is realized or the liability is settled. Deferred tax is charged or credited in the income statement, except when it is related to items credited or charged directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities.

An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. The amount recognized is the largest amount of tax benefit that is greater than 50% likely of being realized on examination. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income tax are classified as income tax expense in the period incurred. For the year ended December 31, 2025, the Company recorded $90,000 of penalty related to the late filing of tax returns. For the year ended December 31, 2024, the Company recorded $93,446 penalty and $2,053 interest for failed filing the tax return timely.

Interest

Interest income is mainly generated from bank deposits and other interest earning financial assets and is recognized on an accrual basis using the effective interest method.

Net Income (Loss) per Share

Basic income (loss) per share is computed by dividing income (loss) available to common shareholders of the Company by the weighted average common stocks outstanding during the period. Diluted income (loss) per share takes into account the potential dilution that could occur if securities or other contracts to issue common stocks were exercised and converted into common stocks.

In May 2023, November 2023 and May 2025, the Company issued and sold pre-funded warrants that are exercisable for shares of common stock at a nominal exercise price. In accordance with ASC 260, these prefunded warrants are considered to be common stock equivalents and are included in the calculation of basic and diluted earnings per share when the inclusion is dilutive. As the exercise price of the prefunded warrants is nominal and substantially all conditions necessary to exercise the warrants have been met, the prefunded warrants are included in the weighted average shares outstanding for both basic and diluted income (loss) per share. As of December 31, 2025, 7,468,536 pre-funded warrants as described were outstanding.

For the years ended December 31, 2025 and 2024, 1,260,665 and 2,312,006 of outstanding warrants (excluding the Pre-funded Warrants and Exchange Warrants) which are equivalent to convertible of 1,059,277 and 2,110,618 common stocks, respectively, were excluded from the diluted income (loss) per share calculation due to their antidilutive effect.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the changes in equity of the Company during a year from transactions and other events and circumstances excluding transactions resulting from investments by owners and distributions to owners. Accumulated other comprehensive income of the Company includes the foreign currency translation adjustments and unrealized gains or losses on available-for-sale investments.

Recently Accounting Pronouncements

In December 2023, the FASB issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted ASU 2023-09 on a prospective basis for the 2025 annual reporting period. Refer to Note 10 - Taxes for further detail.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”) which requires detailed disclosures in the notes to financial statements disaggregating specific expense categories and certain other disclosures to provide enhanced transparency into the nature and function of expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01, Income Statement — Reporting Comprehensive Income — Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date (“ASU 2025-01”). ASU 2024-03 is effective for annual periods beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, with early adoption permitted. The requirements should be applied on a prospective basis while retrospective application is permitted. The Company does not expect to adopt this guidance early and does not expect the adoption of this ASU to have a material impact on its future consolidated financial statements.

In March 2025, the FASB issued ASU 2025-05, Credit Losses (Topic 326): Simplifications to the Accounting for Short-Term Receivables and Contract Assets. The update introduces practical expedients that allow entities to simplify the estimation of expected credit losses for accounts receivable and contract assets by permitting certain assumptions regarding current conditions and expectations of future economic conditions. The amendments are intended to reduce the complexity and cost of applying the current expected credit loss model for short-term financial assets. The amendments in this update are effective for fiscal years beginning after December 15, 2026, including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact of adopting this guidance on its consolidated financial statements. The Company does not currently expect the adoption of this guidance to have a material impact on its consolidated financial statements.

The Company does not believe other recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the Company’s consolidated balance sheets, consolidated statements of operations and comprehensive income (loss) and consolidated statements of cash flows.

Consolidated Statements of Changes in Shareholders’ Equity (Parentheticals)	12 Months Ended
	Dec. 31, 2024
Statement of Stockholders' Equity [Abstract]
Percentage of issuance of common stock for acquisition ownership of Shanghai Xianzhui	13.33%

Consolidated Statements of Changes in Shareholders’ Equity - USD ($)	Common Stock	Additional Paid-in Capital	Subscription Receivable	Accumulated Deficit	Accumulated Other Comprehensive Income	Total GD Culture Group Limited Shareholders’ (Deficits) Equity	Non controlling Interest	Total
Balance at Dec. 31, 2023	$ 545	$ 77,530,221		$ (69,358,225)	$ 175,306	$ 8,347,847	$ 3,813,636	$ 12,161,483
Balance (in Shares) at Dec. 31, 2023	5,453,416
Net loss				(13,836,161)		(13,836,161)	(284,641)	(14,120,802)
Issuance of common stock for cash	$ 81	829,798				829,879		829,879
Issuance of common stock for cash (in Shares)	810,277
Issuance of common stock for acquisition of 13.33% ownership of Shanghai Xianzhui	$ 40	3,150,753				3,150,793	(3,150,793)
Issuance of common stock for acquisition of 13.33% ownership of Shanghai Xianzhui (in Shares)	400,000
Issuance of common stock for acquisition of copyright	$ 156	1,247,844				1,248,000		1,248,000
Issuance of common stock for acquisition of copyright (in Shares)	1,560,000
Exercise of pre-funded warrants	$ 150	504				654		654
Exercise of pre-funded warrants (in Shares)	1,489,385
Exercise of February 2021 Registered Warrants	$ 9	(9)
Exercise of February 2021 Registered Warrants (in Shares)	92,756
Exercise of November 2023 Registered Warrants	$ 136	(136)
Exercise of November 2023 Registered Warrants (in Shares)	1,361,460
Foreign currency translation					79,306	79,306	(93,850)	(14,544)
Reversal of fair value changes of convertible notes receivable					(102,027)	(102,027)		(102,027)
Balance at Dec. 31, 2024	$ 1,117	82,758,975		(83,194,386)	152,585	(281,709)	284,352	2,643
Balance (in Shares) at Dec. 31, 2024	11,167,294
Net loss				(186,876,696)		(186,876,696)	(27)	(186,876,723)
Issuance of common stock for cash	$ 356	3,907,304	17,390			3,925,050		3,925,050
Issuance of common stock for cash (in Shares)	3,564,534
Issuance of prefunded warrants for cash		3,615,226	(17,390)			3,597,836		3,597,836
Exercise of November 2023 Registered Warrants	$ 95	(95)
Exercise of November 2023 Registered Warrants (in Shares)	952,644
Issuance of common stock for acquisition of certain software	$ 245	5,988,278				5,988,523		5,988,523
Issuance of common stock for acquisition of certain software (in Shares)	2,444,295
Issuance of common stock for acquisition of Pallas	$ 3,919	225,726,702				225,730,621		225,730,621
Issuance of common stock for acquisition of Pallas (in Shares)	39,189,344
Related party capital contribution		615,774,140				615,774,140		615,774,140
Foreign currency translation					42	42	13	55
Balance at Dec. 31, 2025	$ 5,732	$ 937,770,530		$ (270,071,082)	$ 152,627	$ 667,857,807	$ 284,338	$ 668,142,145
Balance (in Shares) at Dec. 31, 2025	57,318,111

Consolidated Balance Sheets - USD ($)	Dec. 31, 2025	Dec. 31, 2024
CURRENT ASSETS
Cash and cash equivalents	$ 456,041	$ 22,538
Other receivables, net	41,803	9,195
Prepayments	331,588
Total current assets	829,432	31,733
EQUIPMENT, NET	3,477	7,781
RIGHT-OF-USE ASSETS, NET	987,988	1,342,333
OTHER ASSETS
Intangible assets, net	5,090,238	1,102,400
Other assets	250,740	250,740
Digital assets	662,996,878
Total other assets	668,337,856	1,353,140
Total assets	670,158,753	2,734,987
CURRENT LIABILITIES
Other payables and accrued liabilities	507,745	401,821
Lease liabilities - current	353,648	427,984
Income tax payable	187,995	141,810
Total current liabilities	1,214,404	1,473,881
OTHER LIABILITIES
Lease liabilities – non-current	781,216	1,104,552
Deferred tax liabilities	20,988	153,911
Total other liabilities	802,204	1,258,463
Total liabilities	2,016,608	2,732,344
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS’ EQUITY
Preferred stock, $0.0001 par value, 1,000,000,000 and 20,000,000 shares authorized, no shares issued and outstanding as of December 31, 2025 and 2024, respectively
Common stock, $0.0001 par value, 10,000,000,000 and 200,000,000 shares authorized, 57,318,111 and 11,167,294 shares issued and outstanding as of December 31, 2025 and 2024, respectively	5,732	1,117
Additional paid-in capital	937,770,530	82,758,975
Accumulated deficit	(270,071,082)	(83,194,386)
Accumulated other comprehensive income	152,627	152,585
Total GD Culture Group Limited shareholders’ equity (deficits)	667,857,807	(281,709)
Noncontrolling interest	284,338	284,352
Total shareholders’ equity	668,142,145	2,643
Total liabilities and shareholders’ equity	670,158,753	2,734,987
Related Party
CURRENT LIABILITIES
Other payables - related parties	$ 165,016	$ 502,266

Accounting Policies, by Policy (Policies)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Summary of Significant Accounting Policies [Abstract]

Basis of Presentation

Basis of Presentation

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements of the Company include the accounts of GDC and its wholly owned subsidiaries. All intercompany transactions and balances are eliminated upon consolidation.

Use of Estimates and Assumptions

Use of Estimates and Assumptions

Foreign Currency Translation and Transactions

Foreign Currency Translation and Transactions

Cash and Cash Equivalents

Cash and Cash Equivalents

As of December 31, 2025 and 2024, the Company did not have any cash equivalents. All cash were unrestricted as to withdrawal and use and were demand deposits placed with commercial banks.

Prepayments

Prepayments

Credit Losses and Write-off Policy

Credit Losses and Write-off Policy

The Company evaluates financial assets, including loan receivable and convertible notes for credit losses in accordance with applicable accounting guidance.

Equipment

Equipment

		Useful Life		Estimated Residual Value
Office equipment and furniture		5 years			5	%

Intangible Assets

Intangible Assets

		Useful Life
Software copyrights		5 years

Lease

Lease

The Company evaluates the carrying value of ROU assets if there are indicators of impairment and reviews the recoverability of the related asset group.

Impairment for Long-lived Assets

Impairment for Long-lived Assets

Digital Assets

Digital Assets

Assets Acquisition

Assets Acquisition

Fair Value Measurement

Fair Value Measurement

●

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

●

Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

As of December 31, 2025 and 2024, the carrying values of cash, other receivables and other payables approximate their fair values due to the short-term nature of the instruments.

Selling and Marketing Expenses

Selling and Marketing Expenses

Selling and marketing expenses mainly consist of marketing related expenses.

General and Administrative Expenses

General and Administrative Expenses

Research and Development Expenses

Research and Development Expenses

Research and development expenses mainly consist of outsourced research and development expenses. Research and development expenses are expensed as incurred.

Income Taxes

Income Taxes

Interest

Interest

Interest income is mainly generated from bank deposits and other interest earning financial assets and is recognized on an accrual basis using the effective interest method.

Net Income (Loss) per Share

Net Income (Loss) per Share

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Recently Accounting Pronouncements

Recently Accounting Pronouncements

Insider Trading Arrangements	12 Months Ended
Insider Trading Arrangements	Dec. 31, 2025
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Leases

12 Months Ended

Dec. 31, 2025

Leases [Abstract]

Leases

Note 9 – Leases

Leases are classified as operating leases or finance leases in accordance with ASC 842 Leases. The Company’s operating leases mainly related to the rights to use building and office facilities. For leases with terms greater than 12 months, the Company records the related asset and liability at the present value of lease payments over the term. Certain leases include rental escalation clauses, renewal options and/or termination options, which are factored into the Company’s determination of lease payments when appropriate.

	December 31, 2025			December 31, 2024

Weighted average remaining lease term:
Operating lease		3.08 years			3.63 years

Weighted average discount rate:
Operating lease		7.54	%		7.53	%

The balances for the operating leases where the Company is the lessee are presented as follows within the consolidated balance sheets:

	December 31, 2025		December 31, 2024

Operating lease right-of-use assets, net
Operating lease	$	987,988	$	1,342,333

Lease liabilities
Current portion of operating lease liabilities		353,648		427,984
Non-current portion of operating lease liabilities		781,216		1,104,552
	$	1,134,864	$	1,532,536

Future lease payments under operating leases as of December 31, 2025 were as follows:

	Operating Leases
FY2026		423,573
FY2027		401,127
FY2028		409,149
FY2029		34,605
Total lease payments	$	1,268,454
Less: imputed interest		133,590
Present value of lease liabilities ⁽¹⁾	$	1,134,864

(1)

Lease expense for all the Company’s operating leases for the years ended December 31, 2025 and 2024 were $433,089 and $512,937, respectively. Lease payments for all the Company’s operating leases for the years ended December 31, 2025 and 2024 were $528,437 and $404,440, respectively.

For the year ended December 31, 2025, the Company incurred $481,549 short-term lease expenses and the short-term lease payments were $624,011. The Company did not incur any short-term lease expenses for the year ended December 31, 2024.

Effective from December 1, 2025, the Company subleased partial of the lease office space to a third party for the remaining of the head lease term. Since the Company has not been relieved as the primary obligor of the head lease, the Company cannot net the sublease income against its lease payment to calculate the lease liability and right-of-use (“ROU”) asset. The Company records sub-lease income over the term of the subleases on a straight-line basis.

Future sublease income under operating leases as of December 31, 2025 were as follows:

	Operating Leases
FY2026		425,218
FY2027		400,461
FY2028		408,471
FY2029		69,209
Total sublease receivable	$	1,303,359
Less: imputed interest		147,481
Present value of sublease income	$	1,155,878

For the years ended December 31, 2025 and 2024, the Company recorded sublease income of $32,609 and $nil respectively, as other income on the accompanying consolidated statements of operations and comprehensive loss.

Cybersecurity Risk Management and Strategy Disclosure	12 Months Ended
Cybersecurity Risk Management and Strategy Disclosure	Dec. 31, 2025
Cybersecurity Risk Management, Strategy, and Governance [Line Items]
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]	To meet our business objectives, we rely on both internal information technology (IT) systems and networks, and those of third parties and their vendors, to process and store sensitive data, including confidential research, business plans, financial information, intellectual property, and personal data of ours and our customers that may be subject to legal protection, and promote the continuity of our Company’s business operations. In the ordinary course of our business, we receive, process, use, store, and share digitally certain data, including user data as well as confidential, sensitive, proprietary, and personal information. Maintaining the integrity and availability of our IT systems and this information, as well as appropriate limitations on access and confidentiality of such information, is important to our operations and business strategy. We plan to develop and implement information securities policies and incident response plans to evaluate, identify, and handle material risks associated with cybersecurity threats. As of December 31, 2025, we have not identified any risks from known cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition. However, we face certain ongoing cybersecurity threats that, if realized, are reasonably likely to materially affect us. Additional information on cybersecurity risks we face is discussed in Part I, Item 1A, “Risk Factors.”
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag]	true
Cybersecurity Risk Management Processes Integrated [Flag]	true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Text Block]	As of December 31, 2025, we have not identified any risks from known cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect us, including our business strategy, results of operations or financial condition.
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag]	false

Consolidated Statements of Operations and Comprehensive Loss - USD ($)	12 Months Ended
	Dec. 31, 2025	Dec. 31, 2024
OPERATING EXPENSES
Selling and marketing expenses	$ (300,000)	$ (2,402,908)
General and administrative expenses	(5,054,062)	(5,055,507)
Research and development expenses	(2,256,000)	(797,500)
Impairment of intangible assets	(852,800)	(2,755,659)
Provision of credit loss expenses		(3,150,000)
TOTAL OPERATING EXPENSES	(8,462,862)	(14,161,574)
LOSS FROM OPERATIONS	(8,462,862)	(14,161,574)
OTHER (EXPENSE) INCOME
Interest income	6,435	8,671
Unrealized loss on fair value changes of digital assets	(178,507,882)
Sublease rental income	32,609
TOTAL OTHER (EXPENSE) INCOME	(178,468,838)	8,671
LOSS BEFORE INCOME TAXES	(186,931,700)	(14,152,903)
LESS: INCOME TAX BENEFIT (EXPENSES)	54,977	32,101
NET LOSS	(186,876,723)	(14,120,802)
Net loss attributable to noncontrolling interest	(27)	(284,641)
Net loss attributable to shareholders of common stock	(186,876,696)	(13,836,161)
OTHER COMPREHENSIVE INCOME (LOSS)
- Foreign currency translation adjustment	55	(14,544)
- Fair value changes of convertible note receivables		(102,027)
OTHER COMPREHENSIVE INCOME (LOSS), net of tax	55	(116,571)
COMPREHENSIVE LOSS, net of tax	(186,876,668)	(14,237,373)
Comprehensive loss attributable to noncontrolling interest	(14)	(378,491)
Comprehensive loss attributable to shareholders of common stock	$ (186,876,654)	$ (13,858,882)
WEIGHTED AVERAGE NUMBER OF COMMON STOCKS
Basic (in Shares)	30,344,325	9,565,918
Diluted (in Shares)	30,344,325	9,565,918
Loss per share available to common shareholders
Basic (in Dollars per share)	$ (6.16)	$ (1.45)
Diluted (in Dollars per share)	$ (6.16)	$ (1.45)

Equipment, Net (Tables)

12 Months Ended

Dec. 31, 2025

Equipment, Net [Abstract]

Schedule of Equipment, Net

Equipment, net consisted of the following as of December 31, 2025 and 2024:

	December 31, 2025			December 31, 2024

Office equipment and furniture	$	14,190		$	14,190
Subtotal		14,190			14,190
Less: accumulated depreciation		(10,713	)		(6,409	)
Total	$	3,477		$	7,781

Related Party Balances and Transactions - Schedule of Other Payables – Related Parties (Details) - Related Party [Member] - USD ($)

12 Months Ended

Dec. 31, 2025

Dec. 31, 2024

Schedule of Other Payables – Related Parties [Line Items]

Total other payables - related parties

$ 165,016

$ 502,266

Xiaojian Wang [Member]

Schedule of Other Payables – Related Parties [Line Items]

Relationship

Chief Executive Officer

Nature

Accrued compensations

Total other payables - related parties

$ 100,000

50,000

Xiaojian Wang [Member]

Schedule of Other Payables – Related Parties [Line Items]

Relationship

Chief Executive Officer

Nature

^[1]

Interest-free loans to the Company*

Total other payables - related parties

349,485

Xiaojian Wang [Member]

Schedule of Other Payables – Related Parties [Line Items]

Relationship

Chief Executive Officer

Nature

Invoices paid on behalf of the Company

Total other payables - related parties

$ 2,150

50,000

Zihao Zhao [Member]

Schedule of Other Payables – Related Parties [Line Items]

Relationship

Chief Finance Officer

Nature

Accrued compensations

Total other payables - related parties

$ 60,833

50,833

Zihao Zhao [Member]

Schedule of Other Payables – Related Parties [Line Items]

Relationship

Chief Finance Officer

Nature

Reimbursement

Total other payables - related parties

$ 2,033

$ 1,948

[1]

Equity (Details) - USD ($)															12 Months Ended
Equity (Details) - USD ($)	Oct. 24, 2025	Sep. 29, 2025	May 02, 2025	Apr. 30, 2025	Apr. 28, 2025	Mar. 04, 2025	Feb. 10, 2025	Oct. 31, 2024	Aug. 31, 2024	Jun. 04, 2024	May 31, 2024	Mar. 31, 2024	Mar. 22, 2024	Jan. 11, 2024	Dec. 31, 2025	Dec. 31, 2024	Sep. 08, 2025	May 31, 2025	Oct. 17, 2024	Oct. 16, 2024	Mar. 26, 2024
Equity [Line Items]
Tax profits percentage															10.00%
Registered capital percentage															50.00%
Net profit percentage															10.00%
Number of shares issued	1,333,334		1,115,600
Price per share (in Dollars per share)	$ 2.1		$ 0.524
Issuance of common stock (in Dollars)															$ 3,907,660	$ 829,879
Issuance of common stock shares															57,318,111	11,167,294
Stock issued during period shares pre funded warrants								1,361,460
Purchase shares								1,695,885
Unregistered warrants issued shares									84,244						695,535	695,535
Offering expenses payable (in Dollars)	$ 60,000
Net proceed from common stock. (in Dollars)	2,500,000
Cash fee (in Dollars)	196,000					$ 70,000
Percentage of Gross Proceed						7.00%
Underwriter’s fees (in Dollars)						$ 20,000
Warrant issuance price per share (in Dollars per share)			$ 0.523
Proceeds received (in Dollars)	2,800,000					$ 910,000
Received transaction costs (in Dollars)	$ 196,000														$ 314,343
Analysis expense (in Dollars)															$ 20,000
Percentage of interest																	100.00%
Shares of issued		39,189,344
Common stock, shares outstanding															57,318,111	11,167,294
Warrant [Member]
Equity [Line Items]
Warrants exercised															1,260,665	2,312,006
Warrants [Member]
Equity [Line Items]
Unregistered warrants issued shares									84,244
Pre-Funded Warrants [Member]
Equity [Line Items]
Number of shares issued			9,380,582
Warrants exercised															7,468,536
Warrant issuance price per share (in Dollars per share)			$ 0.523
Prefunded warrant								1,489,763							7,468,536
Underwriter [Member]
Equity [Line Items]
Received transaction costs (in Dollars)															$ 314,343
Analysis expense (in Dollars)															$ 20,000
March 2024 Placement Agent Warrants [Member]
Equity [Line Items]
Exercise price (in Dollars per share)												$ 1.373
Unregistered warrants issued shares												40,514
November 2023 Registered Warrant Shares [Member]
Equity [Line Items]
Warrants exercised									54,646										1,695,885	1,695,885	1,695,885
Outstanding shares															565,130	1,616,471
November 2023 Pre-Funded Warrants [Member]
Equity [Line Items]
Warrants exercised									92,756
GXQW [Member]
Equity [Line Items]
Number of shares issued					2,444,295
SH Xianzhui [Member]
Equity [Line Items]
Equity interest														13.3333%
Common Stock [Member]
Equity [Line Items]
Issuance of common stock shares								1,489,385	92,756
Subscription of shares															1,115,600
Common Stock [Member] \| Warrant [Member]
Equity [Line Items]
Warrants exercised									54,646
Common Stock [Member] \| Pre-Funded Warrants [Member]
Equity [Line Items]
Proceeds received (in Dollars)															$ 4,500,000
Prefunded warrant								1,489,385
Reverse Stock Split [Member]
Equity [Line Items]
Common stock, shares outstanding															57,318,111	11,167,294
March 2024 Offering Purchasers [Member]
Equity [Line Items]
Number of shares issued													810,277
Price per share (in Dollars per share)													$ 0.0001
March 2024 Securities Purchase Agreement [Member]
Equity [Line Items]
Price per share (in Dollars per share)													$ 1.144
Aggregated proceeds (in Dollars)													$ 900,000
Percentage of cash fee													4.00%
Issued warrants													40,514
Exercise price (in Dollars per share)													$ 1.373
February 2025 Offering [Member]
Equity [Line Items]
Offering expenses payable (in Dollars)							$ 10,000,000
March 2025 Securities Purchase Agreement [Member]
Equity [Line Items]
Number of shares issued			1,115,600			1,115,600
Price per share (in Dollars per share)			$ 0.524			$ 0.896379
Net proceed from common stock. (in Dollars)						$ 910,000
May 2025 Prefunded Warrants [Member]
Equity [Line Items]
Prefunded warrant																		7,468,536
November 2023 Registered Warrants [Member]
Equity [Line Items]
Warrants exercised				1,051,341											1,361,460
Exercised option to purchase				952,644
Beijing Hehe [Member]
Equity [Line Items]
Number of shares issued														400,000
IPO [Member]
Equity [Line Items]
Cash fee (in Dollars)						$ 70,000
Software Member
Equity [Line Items]
Number of shares issued					2,444,295
Purchase price (in Dollars)											$ 1,248,000
Share price (in Dollars per share)											$ 0.8
Software Member \| Common Stock [Member]
Equity [Line Items]
Issuance of common stock (in Dollars)											$ 1,560,000
Issuance of shares of common stock										1,560,000

Equity

12 Months Ended

Dec. 31, 2025

Equity [Abstract]

Equity

Note 12 – Equity

Statutory Reserves and Restricted Net Assets

In accordance with the PRC Regulations on Enterprises with Foreign Investment, an enterprise established in the PRC with foreign investment is required to make appropriations to certain statutory reserves, namely a general reserve fund, an enterprise expansion fund, a staff welfare fund and a bonus fund, all of which are appropriated from net profit as reported in its PRC statutory accounts. A foreign invested enterprise is required to allocate at least 10% of its annual after-tax profits to a general reserve fund until such fund has reached 50% of its respective registered capital. Appropriations to the enterprise expansion fund and staff welfare and bonus funds are at the discretion of the board of directors for the foreign invested enterprises. For other subsidiaries incorporated in the PRC, the general reserve fund was appropriated based on 10% of net profits as reported in each subsidiary’s PRC statutory accounts. General reserve and statutory surplus funds are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company. Staff welfare and bonus fund and statutory public welfare funds are restricted to capital expenditures for the collective welfare of employees. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor are they allowed for distribution except under liquidation. As of December 31, 2025 and 2024, there was no balance of the PRC statutory reserve funds.

In addition, under PRC laws and regulations, the Company’s PRC subsidiaries are restricted in their ability to transfer their net assets to the Company in the form of dividend payments, loans or advances. Amounts of restricted net assets include paid up capital and statutory reserve funds of the Company’s PRC subsidiaries. As of December 31, 2025 and 2024, the Company did not have any restricted net assets.

Furthermore, cash transfers from the Company’s PRC subsidiaries to the Company’s subsidiaries outside of the PRC are subject to the PRC government control of currency conversion. Shortages in the availability of foreign currency may restrict the ability of the Company’s PRC subsidiaries to remit sufficient foreign currency to pay dividends or other payments to the Company, or otherwise satisfy their foreign currency denominated obligations.

Common Stock

On January 11, 2024, the Company issued the 400,000 shares of its common stock to Beijing Hehe for exchange of 13.3333% of the total equity interest of SH Xianzhui (as described in Note 1).

In March 2024, the Company entered into a placement agency agreement (the “March 2024 Placement Agency Agreement”), with Univest Securities, LLC (“Univest”), pursuant to which, Univest agrees to use its reasonable best efforts to sell the Company’s common stock in a registered direct offering and a concurrent private placement (the “March 2024 Offering”). Univest has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.

Pursuant to the March 2024 Offering, an aggregate of 810,277 shares of common stock of the Company, par value $0.0001 per share, were sold to certain purchasers (the “March 2024 Offering Purchasers”), pursuant to a securities purchase agreement, dated March 22, 2024 (the “March 2024 Securities Purchase Agreement”) at a price of $1.144 per share, for aggregated proceeds of approximately $0.9 million. The Company paid Univest a cash fee equal to 4.0% of the aggregate gross proceeds raised in the March 2024 Offering. The Company also issued warrants to Univest to purchase up to 40,514 shares of common stock of the Company at an exercise price of $1.373 per share, (the “March 2024 Placement Agent Warrants”). The March 2024 Placement Agent Warrants and the common stock underlying the March 2024 Placement Agent Warrants were not registered under the Securities Act, pursuant to the registration statement of March 2024 Offering. The March 2024 Placement Agent Warrants were issued pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

On May 31, 2024, the Company entered into a software purchase agreement with Shanxi Gangdong Cultural Media Co., Ltd., a seller unaffiliated with the Company (the “SGCM”). Pursuant to the agreement, the Company agreed to purchase and SGCM agreed to sell all of SGCM’s right, title, and interest in and to the certain software. The purchase price of the software shall be $1,248,000, payable in the form of issuance of 1,560,000 shares of common stock of the Company, valued at $0.80 per share. The Company used the software to develop its AI business. On June 4, 2024, the Company issued 1,560,000 shares of common stock of the Company to the SGCM’s designees and the transaction was completed.

From February 2024 to October 2024, 1,489,385 shares of the Company’s common stock were issued due to the exercise of pre-funded warrants, that were sold in the fiscal year 2023.

From March 2024 to October 2024, 1,361,460 shares of the Company’s common stock were issued due to the exercise of 1,695,885 registered warrants issued in November 2023 (the “November 2023 Registered Warrants”).

In August 2024, 92,756 shares of the Company’s common stock were issued due to the exercise of 54,646 registered warrants and 84,244 unregistered warrants that were issued in the fiscal year 2021.

On February 10, 2025, the Company entered into an At-The-Market Issuance Sales Agreement (the “ATM Agreement”) with Univest as the sales agent (the “February 2025 Offering”). Pursuant to the ATM Agreement, the Company may issue and sell from time to time, shares of its common stock having an aggregate offering price of not more than $10,000,000 through the sales agent or any of its sub-agent(s) or other designees, acting as sales agent. Up to the date the consolidated financial statements were issued, the Company has not issued or sold any shares under the ATM Agreement.

On March 4, 2025, the Company entered into a securities purchase agreement (the “March 2025 Securities Purchase Agreement”) with certain investors for the sale of 1,115,600 shares of common stock at $0.896379 per share (the “March 2025 Offering”), generating net proceeds in the amount of $910,000, after deducting underwriter’s fees of $70,000, equal to seven percent (7%) of the aggregate gross proceeds raised in this Offering and reimbursement of $20,000 for the underwriter’s legal counsel and due diligence analysis expense. The Company used the proceeds from the offering for working capital purposes.

On May 2, 2025, the Company entered into a securities purchase agreement (the “May 2025 Securities Purchase Agreement”) with certain investors for the sale of 1,115,600 shares of common stock at approximately $0.524 per share and 9,380,582 pre-funded warrants (the “May 2025 Pre-Funded Warrants”) at approximately $0.523 per warrant (the “May 2025 Offering”). As of December 31, 2025, the Company received gross proceeds of approximately $4.5 million for subscription of 1,115,600 shares of its common stock and 7,468,536 pre-funded warrants. The offering remains ongoing and has not yet been fully completed. Transaction costs incurred through December 31, 2025 included underwriter’s fees of $314,343 and a $20,000 reimbursement for the underwriter’s legal counsel and due diligence expenses. As of December 31, 2025, the Company used the proceeds from the offering for working capital purposes.

On April 28, 2025, the Company entered into a software purchase agreement (the “Agreement”) with Gongzheng Xu and Qing Wang, who are unaffiliated with the Company at the time (collectively, the “GXQW”). Pursuant to the Agreement, the Company agreed to purchase and the GXQW agreed to sell all of GXQW’s right, title, and interest in and to the certain software (the “Chat Box”). The purchase price of the software shall be payable in the form of issuance of 2,444,295 shares of the Company’s common stock. On April 28, 2025, the Company issued 2,444,295 shares of its common stock to GXQW and the transaction was completed. The Company used the software to develop its AI business.

On September 8, 2025, the Company, Pallas and the Sellers executed the Share Exchange Agreement, pursuant to which, the Sellers wish to sell to the Acquirer, and the Acquirer wishes to purchase from the Sellers, 100% interest in and to the Target Shares. On September 29, 2025, in exchange for the Target Shares, the Company issued an aggregate of 39,189,344 shares of the Company’s common stock to such Sellers.

On October 24, 2025, the Company entered into securities purchase agreements (the “October 2025 Securities Purchase Agreement”) with certain accredited investor, pursuant to which the Company agreed to issue and sell, in a private placement (the “October 2025 Private Placement”), an aggregate of 1,333,334 shares of the Company’s common stock at a purchase price of $2.10 per share, for gross proceeds in the amount of $2,800,000. The Company received net proceeds of approximately $2.5 million after deducting underwriter’s fees of $196,000 and other offering costs of $60,000. The Company used the proceeds from the offering for working capital purposes.

As of December 31, 2025 and 2024, the total outstanding shares of the Company’s common stock were 57,318,111 and 11,167,294, respectively.

Warrants

Placement Agent Warrants

In March 2024, the Company entered into a placement agency agreement (the “March 2024 Placement Agency Agreement”), with Univest, pursuant to which, Univest agrees to use its reasonable best efforts to sell the Company’s common stock in a registered direct offering and a concurrent private placement (the “March 2024 Offering”). Univest has no obligation to buy any of the securities from the Company or to arrange for the purchase or sale of any specific number or dollar amount of securities.

In connection with the March 2024 Offering, the Company issued 40,514 shares of unregistered warrants (the “March 2024 Placement Agent Warrants”) to Univest, at an exercise price of $1.373 per share. The March 2024 Placement Agent Warrants and the common stock underlying the March 2024 Placement Agent Warrants were not registered under the Securities Act, pursuant to the registration statement of March 2024 Offering. The March 2024 Placement Agent Warrants were issued pursuant to an exemption from the registration requirements of the Securities Act provided in Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

As of December 31, 2025, 695,535 unregistered warrants issued to Univest were outstanding.

Prefunded Warrants

In connection with the May 2025 Offering, the Company issued 7,468,536 shares of pre-funded warrants, which is exercisable immediately.

From February 2024 to October 2024, holders of 1,489,763 pre-funded warrants, issued in November 2023, exercised their options to purchase 1,489,385 shares of the Company’s common stock.

As of December 31, 2025 and 2024, 7,468,536 and nil prefunded warrants were outstanding, respectively.

Registered Warrants

On March 26, 2024, October 16, 2024 and October 17, 2024, holders of 1,695,885 registered warrants issued in November 2023 (the “November 2023 Registered Warrants”) exercised their options to purchase 1,361,460 shares of the Company’s common stock. On April 30, 2025, holders of 1,051,341 November 2023 Registered Warrants exercised their options to purchase 952,644 shares of the Company’s common stock, on a cashless basis.

As of December 31, 2025 and 2024, 565,130 and 1,616,471 November 2023 Registered Warrants were outstanding, respectively.

February 2021 Registered and Unregistered Warrants

In August 2024, holders of 54,646 registered warrants and 84,244 unregistered warrants issued in 2021 exercised their options to purchase 92,756 shares of the Company’s common stock, on a cashless basis. As of December 31, 2025 and 2024, no warrants issued in 2021 were outstanding.

The summary of warrant activities for the year ended December 31, 2025 were as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46
Granted		7,468,536		7,468,536		0.001		-
Exercised		1,051,341		1,051,341		-		-
December 31, 2025		8,729,201		8,527,813	$	45.79		2.23

The summary of warrant activities for the year ended December 31, 2024 were as follows:

	Warrants		Exercisable Into Number of		Weighted Average Exercise		Average Remaining Contractual
	Outstanding		Shares		Price		Life
December 31, 2023		9,623,806		5,394,642	$	19.45		4.54
Granted		40,514		40,514		1.37		4.24
Exercised		7,352,314		3,324,538		-		-
December 31, 2024		2,312,006		2,110,618	$	29.94		3.46

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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+ Details