Correspondence 0001013762-24-003120 from GD Culture Group Ltd (GDC)
GD Culture Group Ltd
Date: July 31, 2024 · CIK: 0001641398 · Accession: 0001013762-24-003120
AI Filing Summary & Sentiment
File numbers found in text: 001-37513
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services 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 Ms. Mohammed, Mr. Phippen, Ms. Hough and Ms. Beech
We submit this letter to the Staff of the United States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Form 10-K filed with the Commission on July 22, 2024 by GD Culture Group Ltd (the “Company,” “we,” and “our”). For ease of reference, we have recited the Commission’s comment in this response.
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.
RESPONSE: We note the Staff’s comment and respectfully advise the Staff that we will disclose in future filings that the conclusions on the applicability of certain PRC regulations are “based on the opinion of our PRC counsel, Junjin Law Firm.”
We hope the above response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.
GD Culture Group Limited
/s/ Xiao Jian Wang
Name: Xiao Jian Wang
Title: Chief Executive Officer
Show Raw Text
CORRESP
1
filename1.htm
GD Culture Group Ltd
22F - 810 Seventh Avenue,
New York, NY 10019
July 31, 2024
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities Exchange Commission
Attn:
Ms. Nasreen Mohammed
Mr. Adam Phippen
Ms. Jenna Hough
Ms. Taylor Beech
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 Ms. Mohammed, Mr. Phippen, Ms. Hough and Ms. Beech
We submit this letter to the Staff of the United
States Securities and Exchange Commission (the “Commission”) with respect to the above referenced Form 10-K filed with the
Commission on July 22, 2024 by GD Culture Group Ltd (the “Company,” “we,” and “our”). For ease of
reference, we have recited the Commission’s comment in this response.
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.
RESPONSE: We note the Staff’s comment
and respectfully advise the Staff that we will disclose in future filings that the conclusions on the applicability of certain PRC regulations
are “based on the opinion of our PRC counsel, Junjin Law Firm.”
We hope the above response has addressed all of
the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein,
please contact our securities counsel William S. Rosenstadt, Esq., or Jason Ye, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, or jye@orllp.legal.
GD Culture Group Limited
/s/ Xiao Jian Wang
Name:
Xiao Jian Wang
Title:
Chief Executive Officer