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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of report (Date of earliest event reported): October 9, 2023

 

GD Culture Group Limited

(Exact name of Company as specified in charter)

 

Nevada   001-37513   47-3709051
(State or other jurisdiction
of incorporation)		   (Commission File No.)   (IRS Employer
Identification No.)

 

22F - 810 Seventh Avenue,

New York, NY 10019

 

(Address of Principal Executive Offices) (Zip code)

 

+1-347-2590292

(Company’s Telephone number, including area code)

 

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

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  ☐ Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13©(c))

 

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

 

Emerging growth company ☐

 

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

 

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

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common Stock, par value $0.0001   GDC   Nasdaq Capital Market

 

 

 

 

 

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

      

(i)On October 9, 2023, GD Culture Group Limited (the “Company”) notified its independent registered public accounting firm, Enrome LLP, its decision to dismiss Enrome LLP as the Company’s auditor.

     

(ii)The report of Enrome LLP on the financial statements of the Company for the fiscal year ended December 31, 2022 and the related statements of operations and comprehensive income (loss), changes in stockholders’ equity (deficit), and cash flows for the fiscal year ended December 31, 2022 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

     

(iii)The decision to change the independent registered public accounting firm was recommended and approved by the Audit Committee and the Board of Directors of the Company.

     

(iv)Since the engagement of Enrome LLP in September 2022 and through October 9, 2023, the date of dismissal, (a) there were no disagreements with Enrome LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Enrome LLP, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no “reportable events” as described in Item 304(a)(1)(v) of Regulation S-K.

     

  (v) On October 9, 2023, the Company provided Enrome LLP with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.

  

Item 9.01 Financial Statements and Exhibits. 

(d) Exhibits.

Exhibit Index

 

Exhibit No.   Description
16.1   Letter from Enrome LLP addressed to the U.S. Securities and Exchange Commission, dated October 12, 2023
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

1

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

Date: October 13, 2023 GD Culture Group Limited
     
  By: /s/ Xiao Jian Wang
  Name:  Xiao Jian Wang
  Title: Chief Executive Officer, President and
Chairman of the Board

 

 

2

 

Exhibit 16.1

 

 

October 12, 2023

 

Securities and Exchange Commission

100 F Street N.E.

Washington, D.C. 20549

 

Enrome LLP. (“Enrome”) has been furnished with a copy of the disclosures in the Form 8-K for the event that occurred on October 12, 2023 to be filed by Enrome’s former client GD Culture Group Limited (the “Company”). Enrome does not disagree with the Company’s statements regarding Enrome under Item 4.01. Changes in Company’s Certifying Accountant (1) Previous Independent Registered Public Accounting Firm.

 

Enrome has no basis to agree or disagree with any other part of the Form 8-K.

 

Very truly yours,

 

/s/ Enrome LLP

 

Enrome LLP

 

 

 

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