SEC Comment Letter 0000000000-24-008672 to GD Culture Group Ltd (GDC)
GD Culture Group Ltd
Date: July 30, 2024 · CIK: 0001641398 · Accession: 0000000000-24-008672
AI Filing Summary & Sentiment
File numbers found in text: 001-37513
Letter
July 30, 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 No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2023 Filed July 22, 2024 File No. 001-37513 Dear Xiao Jian Wang: We have reviewed your filing 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. Amendment No. 2 to Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023 General 1.We note your disclosure in response to comment 1 and throughout your filing you state that you were "advised by" counsel regarding your conclusions on the applicability of certain PRC regulations. Please provide proposed disclosure for future filings that clarifies whether or not you have relied on the opinion of counsel, and if not, explain why.
July 30, 2024 Page 2 We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. 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
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July 30, 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 No. 2 to Form 10-K for the Fiscal Year Ended December 31, 2023
Filed July 22, 2024
File No. 001-37513
Dear Xiao Jian Wang:
We have reviewed your filing 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.
Amendment No. 2 to Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2023
General
1.We note your disclosure in response to comment 1 and throughout your filing you state
that you were "advised by" counsel regarding your conclusions on the applicability of
certain PRC regulations. Please provide proposed disclosure for future filings that clarifies
whether or not you have relied on the opinion of counsel, and if not, explain why.
July 30, 2024
Page 2
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
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