secwatch / observer
8-K filed October 2, 2025, 7:59 PM ET ticker GDC CIK 0001641398
M&A confidence high sentiment neutral materiality 0.60

GD Culture Group closes acquisition of Pallas Capital Holding for 39.2M shares

GD Culture Group Ltd

Machine-readable event card

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0001641398
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GD Culture Group Ltd
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2025-10-02T23:59:59+00:00
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Source-grounded claims

fed844d922682eb2cffc6d6560b157bc5e82c51c

GD Culture Group Ltd completed an acquisition involving Pallas Capital Holding Ltd for an aggregate of 39,189,344 shares of common stock (closed 2025-09-29).

pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

SEC 8-K Item 2.01/5.01 confidence 0.9 SEC evidence

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This filing

pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

Comparable filing

the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As consideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value (“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to the

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pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

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pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

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pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

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pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

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This filing

pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

Comparable filing

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This filing

pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

Comparable filing

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pursuant to which the Company will acquire 100% of the issued and outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344 shares of common stock, par value $0.0001 per share, of the Company. The Transaction contemplated by the Agreement closed on September 29, 2025. The information disclosed in Item

Comparable filing

the closing of the Transaction, after giving effect to estimated working capital, the assumption of finance leases by the Purchaser and before certain transaction expenses, was $110 million in cash (subject to a post-closing working capital adjustment). The foregoing summary of the Transaction and the terms and conditions of the Purchase Agreement is subject to, and

Filing page SEC filing

Source: SEC EDGAR
accession 0001213900-25-095451

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