u/GodsForgivenes

Short thesis for discussion: the market cap remains at a paltry $10-15M on $550M in assets.

Given the independent committees task of determining best interest of the company and shareholders, how do the actions of management play into their recommendation?

My take is this makes their decision clear. There is almost zero rational argument for continuing business as usual after seeing the share price and overall market cap crater.

Not surprised with the lack of movement given the uncertainty around their continued use of an atm. It would be risky for any large investor to purchase at this price given their recent action. I do not anticipate a major change positively without any PR from the company.

Curious for other thoughts.

With the reverse split set to hit in 24 hours it’s extremely important to get a share count. 40,000 shares is all it takes to own 1% of $550M in assets.

Thats only $100,000. 24% of the company was just purchased for $5M and they are “down” 50%. The fire sale is over.

I believe retail owns well over 5% of this company between Reddit, twits and non disclosed holders who shy away from social media. TC owns almost 1% independently.

The 260M shares were not listed as tradable as of Friday, and they are not going to dump them at a 50% loss.

The float in my book is max 3M shares trading at 1.8% of its NAV.

I acknowledge that for a company trying to consolidate ownership in a take private maneuver a retail share count works in their favor, and it’s extremely important for us as a community to define where we stand. If we own 15%, 25% was just sold it changes the equation substantially. We’ll get any news of funds that follow the Russel 3000 taking a stake in the coming weeks that could impact the floating shares as well. They could grab 400,000 shares in a heartbeat further locking up shares. That’s without any short sold shares, though the short interest was extremely low going into Friday. Another independent signal to be studied. If this was a classic pump and dump I’d expect 10-20% on the other side of the reverse split. They largely closed their positions (for massive gains).

Holding 1,000 shares, average cost is $10 post reverse split. I’m holding and will downsize at $25 with a plan to let the rest ride as a lottery ticket. At $25 the market cap will be at $100M, right where we were pre buy out talks.

If they offered even a 10% premium on NAV the buy out would be 600M total, putting the share price at $150 per. Remember they just sold 1M post adjusted shares possibly to an aligned party for 5M and they could only be paying out 3M worth of shares. A $150M savings at least as we are unaware how many take private aligned shares exist.

If I put on my tinfoil hat for a minute and examine their actions over the last 6-12 months there is still a very bullish thesis at play via the buy out which I hesitate to push but it’s worth examining. Share buy back announced and approved but not utilized. They now have a cash pile to execute without selling a single coin. They just diluted and executed a reverse split to the 99% detriment of pre buy out share holders and at the 11th hour sold a 24% stake in the company for >10% of NAV. Just 1 year ago the same company issued 60% equity for 800M in BTC. This is an ownership consolidation.

They quietly execute a share buy back and further consolidate ownership to cheapen the total buyout price. $40M in cash could scoop up 10-30% of the float lowering their overall buyout price substantially. For every 1M shares they acquire the buyout / take private attempt lowers their price by $150M. I expect volatility and further attempts to shake the tree. That isn’t chump change.

They cannot drop below $1per share again and expect a compliance warning. That’s put the window with the 250:1 reverse split under the new rules. If they go OTC liquidity evaporates, destroying their ability to consolidate. This is a best case bullish *theory* and while there are many many plot holes that could debunk it, many assumptions that go into it, all the same it’s in the table.

I’m not expecting a $150/share payday. But I do expect volatility and extremely fast movement up and down in the coming week. This stock has squeezed 800% in the past and crashed just as quickly.

Don’t overleverage. Have a personalized exit strategy based on your own assessment of fair value and average cost and you’ll be fine. Take profit if it becomes available at a price that makes sense to you.

You’ll see no diamond hand memes from me where I tell you to hold while selling myself. If you’re still here you’ve already done the hardest part. Good luck everyone

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I know a lot of folks are bummed out about the share price this morning as we approach the reverse split. I am right there with you. As such, it would be prudent to have a conversation about a capital raise versus a consolidation of power.

Let’s start with the basics: why would a company need to raise capital?

1- the company need to raise capital emergently to sustain business operations.

*this does not apply to GDC as they sit on 7500BTC and could sell any amount of that to sustain operations. They only list ~$1M in debt in their SEC filings. Selling stock to pay off debt does not apply here. They were and are set to keep the doors open without needing to scuttle the share price to keep the doors open.

2- the company wants to raise capital to expand its BTC treasury aggressively

*this could apply to GDC. They pivoted their business operations out of AI based tools and into a BTC treasury. Raising capital to expand their operations makes sense. But the nuance I am paying attention to is how they raised the capital. They could’ve slowly executed a capital raise without killing the share price and limiting their ability to raise capital.

3- the company wants to consolidate ownership in advance of a take private offer or to increase insider ownership.

*in my opinion this is the most logical explanation of why the dilution has taken place instead of a true pump and dump to squeeze money out of their share holders.

Let’s look at the timeline:

GDC approves a 250:1 reverse split, a share count of 10B and an atm of $300M

Pallas Capital equity restriction period ends *I am not 100% sure on this one, so one of you experts please correct me if I’m wrong*

A buyout offer is announced

Stock price peaks around $8 and then immediately craters to $1.50 and again at $.14

In May we see a reverse split announced followed by a sudden cancellation 4 days prior to it taking effect. It discloses only around 100M shares have been diluted as of the date of the filing, despite over 1B in volume in the first few days following the crash.

I think it is extremely likely that if Pallas holders were able to sell, they did so. Only Two of the 13 consortium members are listed in the consortium planning to buy the company. I’m not positive on the number of Pallas members to receive equity or how that was divided up, but if each member received equal equity in GDC, and the consortium owned collectively 9% of 60M shares we can reverse engineer to determine 13 members (a lot of assumptions there but with conviction we can assume there were more than 2 members to receive equity). The consortium agrees to buy all shares, even those released via dilution. They agree to not increase or decrease their stake during the review period.

Over 1B in volume, 50% short during those first few days, but the short volume only increased after the initial dump to $1.50ish. The market could’ve been flooded with their 40M shares without massive dilution or short volume during those first 24-48 hours

If the company was raising capital, releasing the shares at $8, $1 or even at $.14 would’ve been paramount and significantly more lucrative. They could’ve announced the sale of 10M shares off market at $8 and only diluted the stock by 20% while raising double what they did. But they didn’t. It’s an important nuance. This could’ve been privately negotiated via the atm and announced in the same manner the 260M share offering was, but the chose not to.

Instead the bulk of dilution came after the drop to $.14 as the average dilution price was $.06 suggesting This was not a capital raise.

Pallas holders could have dumped their shares at the peak. GDC flooded the market *after* the sale was completed and again when retail started buying up the stock between $.14 and $.10. They issued a reverse split at $.11 and cancelled it 4 days before when they realized they hadn’t fallen below the $.10 delisting threshold as quickly as they expected.

The reverse split was always the plan. It was approved with an 83% vote. The sale of the equity stake at the peak was part of the plan. But they didn’t expect retail interest to find a price bottom at $.10. A group of regards on GDCstonk instead started buying up the shares en masse.

After the initial drop and cancellation the company *then* flooded the market with an additional 600M shares followed by a 300M share purchase agreement at $.02 per share. I believe the offer market purchase agreement would’ve occurred just before the first reverse split. Insiders were aware of the expiration of the restriction of Pallas equity. And that purchase agreement was likely on the table to be announced if they’d gone through with the reverse split the first time.

The price tanked, they planned to reverse split and then flooded the market with 600M shares when the opportunity presented itself as the price stayed above $.10. Why would the company dilute their own stake?

It was a consolidation of power and control at rock bottom prices. This could’ve been done in advance of a take private or buyout offer. If you know the deal is likely, wouldn’t you see the advantage in diluting and accumulating for a fraction of the price?

There is a buyout offer on the table, they have the means to drop the price and executed that to perfection. On the other side of the reverse split, a privately unnamed group now owns 24% of a company with $550M in assets for $5M. Think about that for a minute.

We can argue about the fiduciary duty to shareholders, but if you are a ceo of a company about to go private, there is no risk of being replaced knowing your company will be sold in a few months.

The dilution wasn’t to raise capital. It was to consolidate power and accumulate shares at a fraction of fair market value. It’s nefarious. And for anyone who’s averaged down, I believe that there is an opportunity to recoup your losses.

Direct quote from today’s prospectus:

“Our net tangible book value attributable to shareholders as of March 31, 2026 was approximately $541 million, or approximately $0.69 per share of common stock (based on 781,318,507 shares of common stock outstanding on a pro forma basis prior to this offering). Net tangible book value per share of common stock represents the amount of our total tangible assets less total liabilities, divided by the number of our shares of common stock outstanding.”

That was before today’s offering but if you add in the 260M shares…

1.1B / 550M = roughly $.50 per share in asset value to shares with new share count and asset value.

Again, we only saw about a 20% correlation prior to the buy out between asset to market cap but plenty of room for growth and why I’m holding through the reverse split.

Massive update.

1.1B shares headed into the reverse split.

Share price around $5 x 4 million post split shares.

Market cap of $20M on a company with $550M in assets.

Do the math. The potential is there and we have a beautiful entry price sitting on the table even without the buy out / take private offer.

Caution: they could continue to dilute post split. They’ve only used $40M of the $300M atm.

If I was the ceo I would pause that but unknown as to their plan.

JERSEY CITY, N.J., June 24, 2026 (GLOBE NEWSWIRE) -- GD Culture Group Limited, a Nevada corporation (Nasdaq: GDC) (the "Company" or "GDC"), today announced that it has entered into definitive agreements with certain investors for the purchase and sale of 259,301,306 shares of common stock, par value $0.0001 per share (the “Shares”), at a purchase price of $0.021 per share in a registered direct offering (the “Offering”) priced at-the-market under Nasdaq rules.

The gross proceeds to the Company of this offering are expected to be approximately $5.45 million. The transaction is expected to close on or about June 24, 2026, subject to the satisfaction of customary closing conditions.

Univest Securities, LLC is acting as the sole placement agent.

The registered direct offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-292934) previously filed by the Company with the U.S. Securities and Exchange Commission (“SEC”) on January 26, 2026 and became effective by on March 18, 2026. A final prospectus supplement and accompanying prospectus describing the terms of the proposed offering will be filed with the SEC and will be available on the SEC's website located at http://www.sec.gov. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest Securities, LLC at info@univest.us, or by calling +1 (212) 343-8888.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be filed by the Company and, upon filing, can be obtained at the SEC's website at www.sec.gov.

About GD Culture Group Limited

GD Culture Group Limited is a Nevada corporation and holding company. The Company is currently undergoing a strategic transition toward leveraging its artificial intelligence and virtual content generation technologies to enter the interactive reading and narrative entertainment market. The Company's main businesses include AI-driven digital human technology. For more information, please visit the Company's website at https://www.gdculturegroup.com/.

Forward-Looking Statements

Certain statements in this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct, and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to review other factors that may affect its future results in the Company’s registration statement and in its other filings with the SEC.

Curious around the requirements of announcing a reverse split publicly or filing with the SEC/NASDAQ. Shoutout to our very own Wang, no relation to the director, treasurer, secretary listed in the Nevada filings for GDC to my knowledge. They flagged yesterday that there is a legal obligation to announce it 2 business days prior to any split.

That would put the announcement tomorrow around noon EST at the latest.

There have been recent examples of companies ignoring this rule which is baffling to me, though wouldn’t shock me given the radio silence we’ve experienced from GDC to date.

One way or another, this chapter of the GDC buyout saga may be coming to a close in the coming days as a PR with a reverse split should give an updated share count giving insight to the severity of dilution over that past month.

Good luck to all. Holding 58k shares @ .125 average with 170k in buy orders set for around $.175

Curious if we will get a press release regarding the reverse split or if our shares will go silently into the night.

The company has possibly sold 650M shares over the past several weeks raising capital and diluting the stock considerably.

Why?

One possible explanation is that diluting the shares increases the number of shares that the buyer has to purchase at the proposed $10.75 number. More shares. Higher purchase price. It’s referred to as a ‘poison pill’ defense for a company to rebuke any hostile takeover attempt.

As we recall, Pallas Capital sent over their BTC to GDC at a huge discount for equity in their company. The consortium consisted of two former Pallas Capital members seemingly interested in purchasing their own bitcoin back. They held roughly 9% interest in the company at the time of the non-binding offer.

Why would they want to buy their bitcoin back? Doing so would have prevented their equity from being diluted. It made reasonable sense at the time that this group would defend their asset after seeing 10B shares authorized and a 250:1 reverse split approved. Plausibly they could have been buying the asset to preserve their investment.

This was a reasonable, albeit circumstantial, until today. The company issued a 250:1 reverse split, making the total number of shares required to purchase significantly smaller, scuttling the poison pill defense theory.

Further, in the non-binding agreement, the consortium agreed to purchase “any additional shares released via dilution.” Making this case null and void. Which brings us back to the question of why dilute during a buy out offer?

They raised capital. ~650M shares over the last few weeks. At $1 per share they raised $650M. At $.10 per share they raised $65M. At $.02 per share they
Raised $13M.

We might not find out the average the company was able to raise if they buy out is accepted. This is critical for shareholders. If the company raised $650M (they did not, likely they raised closer to $100M is my best guess though I’d like to analyze the trading volume and get some more educated takes) then a buy out offer of $650M is drastically undervaluing the company. Would we have public disclosure of that figure during the proceeding? Are they legally obligated to disclose that to the public before their August quarterly?

The consortium held a vast majority of shares. They passed the dilution and reverse split vote with 83% of voter approval. There is one man named for every key position on the Nevada state filling.

If you sold your bitcoin to a company at a 30% discount, approved dilution on your equity and then executed it all during a buyout offer from two of your former colleagues… taking control of your asset for $650M after you’ve raised $650M feels like a plausible outcome.

Approve dilution.

Approve reverse split

Make a buyout offer

Sell into the rally and all the way down

Buy shares while others panic decreasing the float

Buy your asset back having accumulated shares along the way for Pennies on the dollar and capture capital raised during dilution along the way.

Asset value that is currently reported ~$500M due to the drop in bitcoins price. Buyout was $650M. Renegotiated to $550M honoring the original $50M premium pays share holders post reverse split is $192 per share on a stock that will be re listed for $2.5-$5 per share.

That feels outlandish. And the pre reverse split price of the buyout in that scenario would be just under $1 per share.

But a $1.15 market cap on a company that owns 7500 bitcoin and possibly raised between $13M-$650M via dilution also doesn’t make sense.

I’m holding. I’ll average down this week.

50k shares at $.14 average. Soon to be 200 shares on a $35 average.

Let’s keep it civil but feel free to post whatever.