UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of June 2026

Commission File Number: 001-40543

Pop Culture Group Co., Ltd

(Registrant’s Name)

Room 1207-08, No. 2488 Huandao East Road

Huli District, Xiamen City, Fujian Province
The People’s Republic of China
(Address of Principal Executive Offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☒                 Form 40-F ☐

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

Entry into Share Purchase Agreement

On June 12, 2026, Pop Culture Group Co., Ltd (the “Company”) entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investor (“Purchaser,” together with the Company, the “Parties”) in connection with a registered direct offering for the offer and sale of 7,448,000 Class A ordinary shares of the Company, par value $0.01 per share (“Class A Ordinary Shares”) and pre-funded warrants to purchase 45,885,333 Class A Ordinary Shares (“Pre-Funded Warrants”), in the aggregate (such offering, the “Offering”).

The Pre-Funded Warrants have an exercise price of $0.01 per share, and each Pre-Funded Warrant is exercisable for one Class A Ordinary Share (the shares underlying the Pre-Funded Warrants, the “Warrant Shares”). A holder of the Pre-Funded Warrants (“Holder”) will not have the right to exercise any portion of its Pre-Funded Warrants if the Holder, together with its affiliates, would beneficially own in excess of 9.99% of the number of Class A Ordinary Shares outstanding immediately after giving effect to such exercise. The Pre-Funded Warrants will be immediately exercisable (subject to the aforementioned beneficial ownership limitation) and may be exercised at any time until all of the Pre-Funded Warrants are exercised in full. The Pre-Funded Warrant may be exercised, in whole or in part, at such time by means of a cashless exercise, under which cashless exercise the Holder is entitled to receive a number of Warrant Shares under the terms of the Pre-Funded Warrants. The exercise price of the Pre-Funded Warrants is subject to adjustment for share subdivisions, share dividends, share consolidations, and other similar transactions of the Class A Ordinary Shares or such other event as further described in the Pre-Funded Warrants. The Class A Ordinary Shares, the Pre-Funded Warrants, and the Warrant Shares were offered pursuant to the (i) registration statement on Form F-3 (File No. 333-292982) filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2026 and was declared effective by the SEC on February 9, 2026, and the (ii) prospectus supplement filed with the SEC on June 15, 2026.

The Securities Purchase Agreement also provides each purchaser with a 30-day right to purchase, at $0.15 per share, an additional allocation of up to 100% of the Class A Ordinary Shares and Warrant Shares purchased by such purchaser at the Offering, with any additional closing to occur on the first trading day after the applicable election notice. 

The Offering was consummated on June 15, 2026. The Company received net proceeds of approximately $6.67 million from the Offering, after deducting offering expenses payable by the Company, including placement agent fees, legal fees, and clearing fees. The Company intends to use the net proceeds from the Offering for general corporate purposes.

In connection with the Offering, the Company entered into a Placement Agency Agreement (the “Placement Agency Agreement”) on June 12, 2026 with Univest Securities, LLC (“Univest”), pursuant to which Univest agreed to act as the exclusive placement agent in connection with the Offering. As compensation to Univest, the Company paid Univest a cash fee of 7.0% of the aggregate gross proceeds raised in the Offering, and travel and other out-of-pocket expenses, including legal counsel fees and disbursements, in an amount not to exceed an aggregate of $120,000.

The Company granted the Placement Agent a 12-month right of first refusal to provide certain investment banking services to the Company, including in connection with specified underwritten public offerings, private securities offerings and change-of-control or merger transactions, subject to customary exclusions and FINRA limitations. If the Placement Agent exercises the right, the applicable engagement would be subject to a separate agreement with customary terms, including fees and indemnification.

The Placement Agent is entitled to compensation commensurate with the fees, for 12 months from the date of the Placement Agency Agreement, set forth in the Placement Agency Agreement from the sale of any equity, debt or equity-linked securities to any investor actually introduced by the Placement Agent to the Company between the date of the Placement Agency Agreement and the closing of this Offering, if such financing is consummated during such 12-month period. 

The foregoing summaries of the Securities Purchase Agreement, Pre-Funded Warrant, and Placement Agency Agreement do not purport to be complete and are subject to and are qualified in their entirety by copies of such documents filed as Exhibits 10.1, 4.1, and 10.2, respectively to this Current Report on Form 6-K (“Form 6-K”) and are incorporated herein by reference.

The Company issued a press release announcing the Offering on June 12, 2026. A copy of the press release is filed herein as Exhibit 99.1 and is incorporated by reference.

Exhibits Index

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ATTACHMENTS / EXHIBITS

FORM OF PRE-FUNDED WARRANT

OPINION OF OGIER

FORM OF SECURITIES PURCHASE AGREEMENTS

FORM OF PLACEMENT AGENCY AGREEMENT

PRESS RELEASE DATED JUNE 12, 2026