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 OF THE
SECURITIES EXCHANGE ACT OF 1934
For the month of September 2026
Commission File Number 001-40543
POP CULTURE GROUP CO., LTD
(Translation of registrant’s name into English)
Room 1207-08, No. 2488 Huandao East Road
Huli District, Xiamen City, Fujian Province
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 ☐
Entry into Share Purchase Agreement
On September 22, 2026, Pop Culture Group Co., Ltd (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with a certain investor named therein (the “Investor”), pursuant to which the Company agreed to sell and issue up to 665,000 Class A ordinary shares (the “Class A Ordinary Shares”) to the Investor at a purchase price of US$3.00 per share, in a registered direct offering (the “Offering”). The Offering will be made pursuant to the Company’s existing shelf registration statement on Form F-3 (File No. 333-292982), which was declared effective on February 9, 2026 by the U.S. Securities and Exchange Commission.
The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text, which is filed as Exhibit 10.1 to this Current Report on Form 6-K and incorporated herein by reference.
This report shall not constitute an offer to sell or a solicitation of an offer to buy any Class A Ordinary Shares, nor shall there be any sale of Class A Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Securities Purchase Agreement dated September 22, 2026 |
1
SIGNATURE
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.
| Pop Culture Group Co., Ltd | ||
| Date: September 22, 2026 | By: | /s/ Zhuoqin Huang |
| Name: | Zhuoqin Huang | |
| Title: | Chairman and Chief Executive Officer | |
2