Gd Culture Group Enters Into A Share Exchange Agreement To Acquire 100% Of Pallas Capital Holding Ltd. In Exchange, GDC Will Issue 39,189,344 Shares Of Common Stock And Acquire All Of Pallas Capital's Assets, Including 7,500 BTC

GD Culture Group Limited ("GDC" or the "Company") (NASDAQ:GDC), today announced that on September 10, 2025, it entered into a share exchange agreement (the "Agreement") to acquire 100% of the issued and outstanding ordinary shares of Pallas Capital Holding Ltd. ("Pallas Capital"), a British Virgin Islands registered company. Upon closing, the Company will issue 39,189,344 shares of common stock and acquire all of Pallas Capital's assets, including 7,500 Bitcoin (BTC), free and clear of any encumbrances.

In accordance with the Nevada Revised Statutes, as amended, the Company has obtained the majority shareholder approval for the share issuance required under Nasdaq Listing Rule 5635(d). The consummation of the acquisition will be a strategic leap forward in GDC's execution of its crypto asset treasury strategy through the establishment of substantial long-term Bitcoin reserves. Through this transaction, GDC aims to strengthen its reserve portfolio and establish a stronger presence in the expanding decentralized finance (DeFi) ecosystem.