SecProbe.io

July 16, 2024
Xiao Jian Wang
Chief Executive Officer
GD Culture Group Limited
22F - 810 Seventh Avenue
New York, NY 10019
Re:GD Culture Group Limited
Amendment 1 to Form 10-K for the Fiscal Year Ended December 31, 2023
File No. 001-37513
Dear Xiao Jian Wang:
            We have reviewed your July 8, 2024 response to our comment letter and have the
following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments. Unless we
note otherwise, any references to prior comments are to comments in our June 5, 2024 letter.
Amendment No. 1 to Form 10-K filed July 8, 2024
Overview, page 1
1.We note your disclosure that you "have received all requisite permissions or approvals
and no permissions or approvals have been denied," yet you do not list each permission or
approval that you are required to obtain. Please revise to include such disclosure.
Item 1. Business
Summary of Financial Position and Cash Flows of GD Culture Group Limited, its subsidiaries
and the VIEs, page 7
2.We note your response to prior comment 4, and reissue the comment in part. The schedule
does not disaggregate the cash flows for the years ended December 31, 2022 and 2023.
Also, your schedule does not have a separate column to disaggregate the WFOEs that are
the primary beneficiary of the VIEs. Lastly, your schedule does not disaggregate
intercompany amounts, such as separate line items for intercompany receivables and
investment in subsidiary. Please revise accordingly.

July 16, 2024
Page 2
3.The net loss in the year ended December 31, 2022 condensed results of operations does
not agree with the audited results of operations. Please revise for consistency.
Recent Regulatory Developments, page 9
4.We note your response to comment 5 and reissue in part. While you respond that the
definition of the PRC has been revise to include Hong Kong, the definition of the PRC in
your annual report still excludes Hong Kong. Please revise accordingly.
Asset Transfer between our Company and our Subsidiaries, page 11
5.We note your revised disclosure pursuant to comment 6 and reissue in part. Please revise
to provide a description of how cash is transferred through your organization. While we
note that you do not currently have VIE agreements, a VIE structure was used during this
reporting period. As such, please disclose your intentions to distribute, or disclose if you
have distributed, earnings or settled amounts owed under the VIE agreements. If you do
not have intentions to or have not, please affirmatively state so. In addition, state whether
or not there were any cash transfers to or from the VIEs during the reporting period. In
this regard, your disclosure only speaks to GDC and its subsidiaries.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Jason Ye