NASDAQ-listed GD Culture Group Limited will acquire Pallas Capital Holdings, including its 7,500 Bitcoin, through a share exchange, signaling a strategic entry into digital asset treasury for the company.

Executive Summary

NASDAQ-listed GD Culture Group Limited (GDC) has announced a definitive share exchange agreement to acquire Pallas Capital Holding Ltd. This strategic acquisition includes Pallas Capital's assets, notably its reserve of 7,500 Bitcoin (BTC), marking a significant move for GD Culture into a formalized digital asset treasury strategy.

The Event in Detail

On September 10, 2025, GD Culture Group Limited (Nasdaq: GDC) entered into an agreement to acquire 100% of the issued and outstanding ordinary shares of Pallas Capital Holding Ltd., a British Virgin Islands registered company. Upon the closing of the transaction, GD Culture will issue 39,189,344 shares of common stock. This acquisition will include all of Pallas Capital's assets, specifically 7,500 Bitcoin, free and clear of any encumbrances. The necessary majority shareholder approval for the share issuance was obtained in accordance with Nevada Revised Statutes and Nasdaq Listing Rule 5635(d).

Financial Mechanics

The acquisition of 7,500 Bitcoin represents a substantial digital asset holding. At an approximate valuation of $67,000 per BTC, this portion of the acquisition signifies approximately $502.5 million in digital assets. The transaction is structured as a share exchange, with GD Culture issuing 39,189,344 shares of its common stock as consideration, rather than a direct cash outlay. This approach integrates the digital assets into the company's balance sheet through an equity-based transaction.

Business Strategy & Market Positioning

GD Culture characterizes this acquisition as a strategic advancement in its digital asset treasury strategy. The stated objectives include establishing substantial long-term Bitcoin reserves, strengthening its overall reserve portfolio, and expanding its presence within the decentralized finance (DeFi) ecosystem. Mr. Xiaojian Wang, Chairman and Chief Executive Officer of GD Culture, commented that the acquisition positions GDC to capitalize on Bitcoin's growing role as a store of value and institutional reserve asset. This strategy parallels that of other public companies, such as MicroStrategy, which have adopted Bitcoin-heavy balance sheets. However, Nasdaq has reportedly increased its scrutiny of U.S.-listed companies raising capital to accumulate cryptocurrencies, potentially affecting the timelines and complexity of such deals by requiring shareholder votes and more extensive disclosures.

Broader Market Implications

This transaction further legitimizes Bitcoin as a corporate treasury asset and investment vehicle, potentially accelerating its mainstream institutional adoption. The integration of a significant Bitcoin holding into a NASDAQ-listed company's balance sheet could encourage other public entities to explore similar digital asset strategies, influencing corporate adoption trends and overall investor sentiment towards cryptocurrencies. Such moves may also impact Bitcoin's supply dynamics by transferring a notable amount of the asset into long-term corporate reserves. The deal occurs amidst heightened regulatory attention from exchanges like Nasdaq, suggesting a maturing but increasingly scrutinized market for corporate digital asset strategies.