GD Culture Group Limited Acquires Pallas Capital Holding Ltd. in Share Exchange Agreement

On September 10, 2025, GD Culture Group Limited entered into a share exchange agreement with Pallas Capital Holding Ltd. and its shareholders. Under the agreement, GD Culture will acquire 100% of the issued and outstanding ordinary shares of Pallas Capital in exchange for 39,189,344 shares of GD Culture's common stock, representing 233.33% of the outstanding shares before the transaction. The transaction is intended to be treated as a tax-free exchange for U.S. federal income tax purposes. Pallas Capital, which holds 7,500 Bitcoin, will become a wholly owned subsidiary of GD Culture. The transaction was approved by GD Culture's board of directors and majority shareholders. The agreement includes standard representations, warranties, and covenants typical for such transactions.