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United States securities and exchange commission logo





                              June 5, 2024

       Xiao Jian Wang
       Chief Executive Officer
       GD Culture Group Ltd
       22F - 810 Seventh Avenue
       New York, NY 10019

                                                        Re: GD Culture Group
Ltd
                                                            Registration
Statement on Form S-3
                                                            Filed May 6, 2024
                                                            File No. 333-279141

       Dear Xiao Jian Wang:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Form S-3 Filed on May 6, 2024

       Cover Page

   1.                                                   We note your disclosure
regarding your auditor's inspection by the PCAOB. Please revise
                                                        to include the location
of your auditor's headquarters.
   2.                                                   Provide a description
of how cash is transferred through your organization and disclose
                                                        your intentions to
distribute earnings. State whether any transfers, dividends, or
                                                        distributions have been
made to date between the holding company, its subsidiaries, and
                                                        consolidated VIEs, or
to investors, and quantify the amounts where applicable. Provide
                                                        cross-references to the
condensed consolidating schedule and the consolidated
                                                        financial statements,
if included. Please also amend your disclosure here and in the
                                                        summary risk factors
and risk factors sections to state that, to the extent cash or assets in
                                                        the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds or
                                                        assets may not be
available to fund operations or for other use outside of the PRC/Hong
                                                        Kong due to
interventions in or the imposition of restrictions and limitations on the
ability
 Xiao Jian Wang
FirstName
GD CultureLastNameXiao  Jian Wang
             Group Ltd
Comapany
June 5, 2024NameGD Culture Group Ltd
June 5,
Page 2 2024 Page 2
FirstName LastName
         of you or your subsidiaries by the PRC government to transfer cash or
assets. On the cover
         page, provide cross-references to these other discussions. To the
extent you have cash
         management policies that dictate how funds are transferred between
you, your
         subsidiaries, or investors, summarize the policies on your cover page
and in the prospectus
         summary, and disclose the source of such policies (e.g., whether they
are contractual in
         nature, pursuant to regulations, etc.); alternatively, state on the
cover page and in the
         prospectus summary that you have no such cash management policies that
dictate how
         funds are transferred. Provide a cross-reference on the cover page to
the discussion of this
         issue in the prospectus summary.
3.       We note that your definition of the PRC does not include Hong Kong.
Please revise to
         clearly disclose that the legal and operational risks associated with
operating in China also
         apply to operations in Hong Kong. Please also include a discussion of
Hong Kong-
         specific regulations, including a discussion of the enforceability of
civil liabilities
         and page how regulatory actions related to data security or
anti-monopoly concerns in
         Hong Kong have or may impact the company   s ability to conduct its
business, accept
         foreign investment or list on a U.S./foreign exchange.
Prospectus Summary, page 1

4.       Please revise page 18 to include the risk that the Chinese government
may exert more
         control over offerings conducted overseas and/or foreign investment in
China-based
         issuers, which could result in a material change in your operations
and/or the value of the
         securities you are registering for sale, and that any actions by the
Chinese government to
         exert more oversight and control over offerings that are conducted
overseas and/or foreign
         investment in China-based issuers could significantly limit or
completely hinder your
         ability to offer or continue to offer securities to investors and
cause the value of such
         securities to significantly decline or be worthless. Also revise the
Summary of Risk
         Factors section to include cross-references to the relevant individual
detailed risk factors.
5.       We note your disclosure regarding transfers between you and your
subsidiaries. Please
         revise to provide a clear description of how cash is transferred
through your
         organization. Disclose your intentions to distribute any earnings or
settle any amounts
         owed under the VIE agreements. Quantify any cash flows and transfers
of other assets by
         type that have occurred between the holding company, its subsidiaries
and the VIEs, and
         direction of transfer; alternatively, confirm that the current
disclosure covers all such
         transfers. Quantify any dividends or distributions that a subsidiary
or VIE has made to the
         holding company and which entity made such transfer, and their tax
consequences.
         Similarly quantify dividends or distributions made to U.S. investors,
the source, and their
         tax consequences. Your disclosure should make clear if no dividends or
distributions have
         been made to date. Describe any restrictions on foreign exchange and
your ability to
         transfer cash between entities, across borders, and to U.S. investors.
Describe any
         restrictions and limitations on your ability to distribute earnings
from the company,
         including your subsidiaries and/or the VIEs, to the parent company and
U.S. investors as
 Xiao Jian Wang
FirstName
GD CultureLastNameXiao  Jian Wang
             Group Ltd
Comapany
June 5, 2024NameGD Culture Group Ltd
June 5,
Page 3 2024 Page 3
FirstName LastName
         well as the ability to settle any amounts owed under the VIE
agreements. Provide cross-
         references to the condensed consolidating schedule and the
consolidated financial
         statements, if included.
6.       Please revise the diagram on page 2 to clarify who owns the portion of
Shanghai Xianzhui
         that you do not. Also identify the entity in which investors are
purchasing their interest
         and the entity(ies) in which the company   s operations are conducted.
Governmental Regulations in PRC, page 12

7.       We note your discussion of PRC regulations. Please disclose each
permission and
         approval that you or your subsidiaries are required to obtain from
Chinese authorities to
         operate your business and to offer the securities being registered to
foreign investors. State
         whether you have received all requisite permissions or approvals and
whether any
         permissions or approvals have been denied. Here and on page 27, revise
to disclose if you
         relied on the opinion of counsel to reach the conclusions that you do
not need CAC or
         CSRC approval; if so, name counsel and file the consent of counsel as
an exhibit and, if
         not, state that is the case and explain why. Please also describe the
consequences to you
         and your investors if you or your subsidiaries: (i) do not receive or
maintain all required
         permissions or approvals, (ii) inadvertently conclude that such
permissions or approvals
         are not required, or (iii) applicable laws, regulations, or
interpretations change and you are
         required to obtain such permissions or approvals in the future.
Risk Factors, page 20

8.       Please include a risk factor discussing the risks associated with
winding up the VIE
         structure.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Jenna Hough at 202-551-3063 or Lilyanna Peyser at
202-551-3222 with
any other questions.



                                                                Sincerely,

                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
 Xiao Jian Wang
GD Culture Group Ltd
FirstName
June 5, 2024   LastNameXiao Jian Wang
Comapany
Page    4      NameGD Culture Group Ltd
June 5, 2024 Page 4
cc:       Jason Ye
FirstName LastName
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