{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-25-095451","form_type":"8-K","ticker":"GDC","cik":"0001641398","company_name":"GD Culture Group Ltd","filed_at":"2025-10-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:40.024252+00:00","generated_at":"2026-05-17T04:56:02.877666+00:00","sec_items":["2.01","3.02"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.6,"calibrated_materiality_score":0.6,"confidence":"high","headline":"GD Culture Group closes acquisition of Pallas Capital Holding for 39.2M shares","bullets":["Acquired 100% of Pallas Capital Holding Ltd via share exchange on September 29, 2025.","Issued 39,189,344 common shares to sellers as consideration.","Shares were issued in reliance on Section 4(a)(2) and Regulation D/S exemptions.","No financial terms or valuation of the target were disclosed in the filing."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-25-095451","json":"https://secwatch.observer/filing/0001213900-25-095451.json","markdown":"https://secwatch.observer/filing/0001213900-25-095451.md","text":"https://secwatch.observer/filing/0001213900-25-095451.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/ea0259902-8k_gdculture.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:56:02.877666+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"fed844d922682eb2cffc6d6560b157bc5e82c51c","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","confidence":0.9}],"comparable_filings":[{"accession":"0001493152-26-021267","ticker":"LEEEF","company_name":"Leef Brands Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Leef Brands completes acquisition of Standard Holdings; issues 12.6M shares and $10K cash","event_type":"m_and_a","sec_items":["2.01","3.02","8.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021267","json":"https://secwatch.observer/filing/0001493152-26-021267.json","markdown":"https://secwatch.observer/filing/0001493152-26-021267.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1711141/000149315226021267/0001493152-26-021267-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1711141/000149315226021267/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"the Introductory Note of this Current Report on Form 8-K is incorporated by reference in this Item 2.01. As\nconsideration for the Merger, the Company (a) issued an aggregate of 12,592,960 shares of the Company’s common shares, no par value\n(“Merger Shares”), to the holders of SHI’s senior preferred stock and (b) paid an aggregate of $10,000.00 in cash to\nthe","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1711141/000149315226021267/0001493152-26-021267-index.htm"}},{"accession":"0001493152-26-021306","ticker":"OTLC","company_name":"Oncotelic Therapeutics, Inc.","filed_at":"2026-05-05T23:59:59+00:00","headline":"Oncotelic completes merger transferring patent portfolio to Lunai for $20M Series B Preferred stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","9.01"],"materiality_score":0.6,"calibrated_materiality_score":0.6,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-021306","json":"https://secwatch.observer/filing/0001493152-26-021306.json","markdown":"https://secwatch.observer/filing/0001493152-26-021306.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/908259/000149315226021306/0001493152-26-021306-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/908259/000149315226021306/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"greement and Plan of Merger (the “Merger Agreement”) with Lunai Bioworks, Inc., a Delaware corporation (“Lunai”),\nLunai Bioworks IP, Inc., a Delaware corporation and a wholly owned subsidiary of Lunai (“Merger Sub”), Neurobridge IP Holdings","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/908259/000149315226021306/0001493152-26-021306-index.htm"}},{"accession":"0001683168-26-003159","ticker":"IVHI","company_name":"Invech Holdings, Inc.","filed_at":"2026-04-23T23:59:59+00:00","headline":"Invech buys sportypick.com sports betting platform for 5M restricted shares of IVHI stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","8.01","9.01"],"materiality_score":0.55,"calibrated_materiality_score":0.55,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001683168-26-003159","json":"https://secwatch.observer/filing/0001683168-26-003159.json","markdown":"https://secwatch.observer/filing/0001683168-26-003159.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1009919/000168316826003159/0001683168-26-003159-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1009919/000168316826003159/invech_8k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"has agreed to sell and the Company has agreed to purchase the website and total code of the sports betting platform\nwww.sportypick.com owned by Day (the “Assets”) in exchange for 5,000,000 restricted shares of common stock of the Company\n(the “Shares”). The foregoing information is a summary of the\nAPA involved in the transaction described above, is not complete,","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1009919/000168316826003159/0001683168-26-003159-index.htm"}},{"accession":"0001731122-26-000555","ticker":"VWAV","company_name":"VisionWave Holdings, Inc.","filed_at":"2026-04-13T23:59:59+00:00","headline":"VisionWave acquires xClibre AI video IP for 7M shares + $6M note; $60M valuation","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","9.01","8.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001731122-26-000555","json":"https://secwatch.observer/filing/0001731122-26-000555.json","markdown":"https://secwatch.observer/filing/0001731122-26-000555.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226000555/0001731122-26-000555-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226000555/e7553_8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"Company”) entered into an Asset Purchase Agreement (the “Agreement”) with Dream America Marketing Services, Ltda.,\na Costa Rican company (the “Seller”). Pursuant to the Agreement, the Company agreed to acquire","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/2038439/000173112226000555/0001731122-26-000555-index.htm"}},{"accession":"0001213900-26-042200","ticker":"PHGE","company_name":"BiomX Inc.","filed_at":"2026-04-10T23:59:59+00:00","headline":"BiomX acquires ZorroNet, enters AI defense with $1.25M note and stock","event_type":"m_and_a","sec_items":["1.01","2.01","3.02","7.01","9.01"],"materiality_score":0.7,"calibrated_materiality_score":0.7,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-042200","json":"https://secwatch.observer/filing/0001213900-26-042200.json","markdown":"https://secwatch.observer/filing/0001213900-26-042200.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/ea0285346-8k_biomx.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"active engagements with Elbit Systems Ltd (TASE/Nasdaq: ESLT) and other top\nIsrael’s preeminent defense prime contractors. As consideration, the Company issued to Water\nIO: (i) 1,300,000 shares of common stock ; and (ii) a non-convertible promissory note in the amount of $1,250,000 , bearing\ninterest at the short-term applicable federal rate, payable July 7, 2026.","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1739174/000121390026042200/0001213900-26-042200-index.htm"}},{"accession":"0001213900-26-041119","ticker":"HCTI","company_name":"Healthcare Triangle, Inc.","filed_at":"2026-04-07T23:59:59+00:00","headline":"Acquired Teyamé 360 reports FY2025 revenue $17.2M, net profit $1.1M","event_type":"m_and_a","sec_items":["9.01","1.01","2.01","3.02","7.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-26-041119","json":"https://secwatch.observer/filing/0001213900-26-041119.json","markdown":"https://secwatch.observer/filing/0001213900-26-041119.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/0001213900-26-041119-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/ea0285446-8ka1_healthcare.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"relating to the acquisition by Teyame AI Holdings Inc., the Company’s wholly owned subsidiary, of all of the outstanding equity interests of Teyamé 360 S.L. and Datono Mediación S.L. pursuant to that certain Share Purchase Agreement, dated January 22, 2026","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1839285/000121390026041119/0001213900-26-041119-index.htm"}},{"accession":"0001493152-26-014820","ticker":"AGIG","company_name":"ABUNDIA GLOBAL IMPACT GROUP, INC.","filed_at":"2026-04-02T23:59:59+00:00","headline":"Abundia Global Impact acquires RPD Technologies for $4.04M via convertible note","event_type":"m_and_a","sec_items":["1.01","2.01","2.03","3.02","8.01","9.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01, 3.02","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001493152-26-014820","json":"https://secwatch.observer/filing/0001493152-26-014820.json","markdown":"https://secwatch.observer/filing/0001493152-26-014820.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1156041/000149315226014820/0001493152-26-014820-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1156041/000149315226014820/form8-k.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"the Company acquired (the “Acquisition”) all\nthe issued and outstanding membership interests of RPD (the “Membership Interests”) from Abundia Financial for the consideration\nof $4,040,000, payable in the form of a senior secured convertible cote (the “Convertible Note”). The Convertible Note is\nsecured, and in connection therewith, the parties entered into a","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1156041/000149315226014820/0001493152-26-014820-index.htm"}},{"accession":"0001193125-26-251540","ticker":"CYH","company_name":"COMMUNITY HEALTH SYSTEMS INC","filed_at":"2026-06-01T20:30:16+00:00","headline":"Community Health Systems closes sale of four Arkansas hospitals for $110M cash to Freeman Health System","event_type":"m_and_a","sec_items":["2.01","9.01","8.01"],"materiality_score":0.65,"calibrated_materiality_score":0.65,"match_reasons":["same fact type: ma_transaction","same SEC item: 2.01","same event type: m_and_a","similar materiality"],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-251540","json":"https://secwatch.observer/filing/0001193125-26-251540.json","markdown":"https://secwatch.observer/filing/0001193125-26-251540.md","edgar_index":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/cyh-20260601.htm"},"side_by_side_evidence":{"fact_type":"ma_transaction","source_excerpt":"pursuant to which the Company will acquire 100% of the issued\nand outstanding ordinary shares of the Target from the Sellers (the “Transaction”) in exchange for an aggregate of 39,189,344\nshares of common stock, par value $0.0001 per share, of the Company. The\nTransaction contemplated by the Agreement closed on September 29, 2025. The\ninformation disclosed in Item","source_evidence_url":"https://www.sec.gov/Archives/edgar/data/1641398/000121390025095451/0001213900-25-095451-index.htm","comparable_excerpt":"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","comparable_evidence_url":"https://www.sec.gov/Archives/edgar/data/1108109/000119312526251540/0001193125-26-251540-index.htm"}}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}