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                                                           July 16, 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 1 to Form 10-K for the Fiscal Year Ended December 31, 2023
           File No. 001-37513
Dear Xiao Jian Wang:

       We have reviewed your July 8, 2024 response to our comment letter 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. Unless we
note otherwise, any references to prior comments are to comments in our June 5,
2024 letter.

Amendment No. 1 to Form 10-K filed July 8, 2024
Overview, page 1

1.     We note your disclosure that you "have received all requisite
permissions or approvals
       and no permissions or approvals have been denied," yet you do not list
each permission or
       approval that you are required to obtain. Please revise to include such
disclosure.
Item 1. Business
Summary of Financial Position and Cash Flows of GD Culture Group Limited, its
subsidiaries
and the VIEs, page 7

2.     We note your response to prior comment 4, and reissue the comment in
part. The schedule
       does not disaggregate the cash flows for the years ended December 31,
2022 and 2023.
       Also, your schedule does not have a separate column to disaggregate the
WFOEs that are
       the primary beneficiary of the VIEs. Lastly, your schedule does not
disaggregate
       intercompany amounts, such as separate line items for intercompany
receivables and
       investment in subsidiary. Please revise accordingly.
 July 16, 2024
Page 2

3.     The net loss in the year ended December 31, 2022 condensed results of
operations does
       not agree with the audited results of operations. Please revise for
consistency.
Recent Regulatory Developments, page 9

4.     We note your response to comment 5 and reissue in part. While you
respond that the
       definition of the PRC has been revise to include Hong Kong, the
definition of the PRC in
       your annual report still excludes Hong Kong. Please revise accordingly.
Asset Transfer between our Company and our Subsidiaries, page 11

5.     We note your revised disclosure pursuant to comment 6 and reissue in
part. Please revise
       to provide a description of how cash is transferred through your
organization. While we
       note that you do not currently have VIE agreements, a VIE structure was
used during this
       reporting period. As such, please disclose your intentions to
distribute, or disclose if you
       have distributed, earnings or settled amounts owed under the VIE
agreements. If you do
       not have intentions to or have not, please affirmatively state so. In
addition, state whether
       or not there were any cash transfers to or from the VIEs during the
reporting period. In
       this regard, your disclosure only speaks to GDC and its subsidiaries.
        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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