Pop Culture Group Co., Ltd SEC Filings

Pop Culture Group Co., Ltd has filed a Form F-3 shelf registration to offer up to $500,000,000 of securities. The base prospectus covers Class A ordinary shares, debt securities, warrants, rights, and units, which may be sold separately or in combination from time to time, with specific terms set in future prospectus supplements.

The company is a Cayman Islands holding company that conducts operations in mainland China through contractual arrangements with a variable interest entity (VIE), Xiamen Pop Culture, and its subsidiaries. Investors buy securities of the offshore holding company, not equity in the PRC operating entities, and the VIE structure depends on PRC contractual enforceability that has not been tested in PRC courts.

As of January 27, 2026, public float was approximately $30,779,546.87, and sales under Form F-3 General Instruction I.B.5 in the prior 12 months totaled about $6 million. The filing highlights extensive PRC-related risks, including potential changes in regulation of overseas listings, cybersecurity and data rules, CSRC filing requirements, HFCAA-related audit oversight, constraints on cash transfers from the PRC, and the possibility that PRC authorities could disallow the VIE structure, which could severely affect operations and the value of the Class A Ordinary Shares.

Pop Culture Group Co., Ltd. reported a change in its board of directors. On November 19, 2025, independent director Azhen Lin resigned, and she confirmed there were no disagreements with the company regarding its operations, policies, practices, or her role, and that she resigned of her own free will. On the same day, the board appointed Manxin Huang, age 44, as a new independent director, and she accepted the position. Ms. Huang brings marketing leadership experience from roles at Multiverse Singapore and SISTIC Pte Ltd and holds management degrees from the National University of Malaysia and Huaqiao University. The company and Ms. Huang entered into an independent director engagement agreement dated November 19, 2025.

Pop Culture Group (CPOP) reports sharp top-line growth but continued losses in its latest annual filing. For the year ended June 30, 2025, consolidated revenue rose to $107.6 million, up from $47.4 million in 2024, while gross profit reached $4.3 million. The company remained unprofitable, recording a net loss of $6.9 million, compared with a $12.6 million loss a year earlier.

CPOP operates mainly in China through a variable interest entity (VIE), Xiamen Pop Culture, and details extensive contractual arrangements that allow it to consolidate the VIE for accounting purposes. The filing highlights significant PRC regulatory and structural risks, including potential challenges to the VIE model, evolving cybersecurity and data rules, and new CSRC filing regimes for overseas offerings.

The company repeatedly increased its authorized share capital and now has multiple share classes, with Class B shares carrying 100 votes per share, giving its chief executive officer effective voting control. It reports modest cash of $2.9 million, total assets of $114.9 million, liabilities of $93.3 million, and shareholders’ equity of $21.6 million. No dividends have been paid, and the company expects to retain earnings to fund expansion.

Pop Culture Group Co., Ltd completed a registered direct offering of 5,000,000 Class A ordinary shares at a price of US$1.20 per share, raising gross proceeds of $6 million. The sale to certain institutional accredited investors used the company’s effective shelf registration statement on Form F-3 and a prospectus supplement dated September 29, 2025.

FT Global Capital, Inc. acted as exclusive placement agent under a best efforts agreement and will receive a cash fee equal to 7.5% of the gross proceeds, plus reimbursement of up to $30,000 in travel and due diligence expenses and up to $70,000 in legal expenses. The company’s executive officers, directors, and 5% shareholders agreed to 90-day lock-up restrictions on sales or hedging transactions in company securities, subject to specified exceptions.

Pop Culture Group Co., Ltd. proposes the sale of 5,000,000 Class A ordinary shares at US$1.20 per share to select investors. The company intends to allocate approximately 80% of net proceeds to supplement operating cash flow and general corporate purposes, 10% to high-quality equity investments, and 10% to register and operate overseas entities and offices. The securities trade on the NASDAQ Capital Market under the ticker CPOP. The prospectus reiterates significant China-specific risks tied to the company’s VIE structure and PRC regulatory oversight, including possible government intervention, restrictions on transferring cash out of PRC entities, exchange-rate and tax risks, and uncertainty around required licenses for new operations. Additional investor risks include revenue concentration, reliance on live events and sponsors, potential adverse impacts from PRC data and listing regulations, a disclosed material weakness in internal controls, and a dual-class share structure concentrating voting power.

Pop Culture Group Co., Ltd. reports that its 2025 Equity Incentive Plan has become effective. The plan, titled the Pop Culture Group Co., Ltd 2025 Equity Incentive Plan, took effect on September 17, 2025.

The plan was approved and adopted by the company’s board of directors. The full text of the plan is provided as Exhibit 10.1 to this report and is incorporated by reference.

Pop Culture Group Co., Ltd approved a strategic investment in the crypto asset XPOP. The company plans to issue 47,000,000 Class A ordinary shares in exchange for 47,000,000 XPOP tokens, with the transaction expected to close within 20 days from the announcement date.

The company aims to use this XPOP position to promote applications in pop music, virtual idols, digital collectibles, and immersive entertainment technologies, supporting a next-generation pan-Asian trend culture ecosystem. A related press release is attached as an exhibit.

Pop Culture Group Co., Ltd reports that its shareholders approved a change to the company’s dual foreign name at an extraordinary general meeting held on August 25, 2025. The new Chinese name is 华流文化集团有限公司.

On September 8, 2025, the Cayman Islands Registrar of Companies issued a Certificate of Incorporation on Change of Name under the Companies Act (Revised) of the Cayman Islands to formally reflect this name change. The certificate is included as an exhibit to this report.

Pop Culture Group Co., Ltd reported that it has completed a strategic investment of approximately $33,000,000 in Bitcoin (BTC), representing 300 BTC. The company is creating a diversified cryptocurrency fund pool focused on stable and transparent digital assets such as BTC, ETH, and BOT.

This fund pool is intended to back investments in Web3 pan-entertainment cryptocurrencies, projects with high growth potential, and high-quality equity opportunities that fit the company’s business strategy. It will also support artist incubation and management initiatives, underscoring the company’s focus on digital innovation and strategic business development.