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 June 2025
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 ☐
Explanatory
Note
Pop
Culture Group Co., Ltd (the “Company”) is furnishing its unaudited financial statements for the six months ended December
31, 2024 and incorporating such financial statements into the Company’s registration statements referenced below. The financial
statements and notes are attached as Exhibit 99.1 to this report. Management’s Discussion and Analysis of Financial Condition and
Results of Operations for the six months ended December 31, 2024 is attached as Exhibit 99.2 to this report.
This
Form 6-K is hereby incorporated by reference into the registration statements on Form
F-3 of the Company (File Number 333-266130 and File No. 333-283606), as amended, and into any prospectus outstanding under the foregoing
registration statements, to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
EXHIBIT
INDEX
| Exhibit No. | |
Description |
| | |
|
| 99.1 | |
Unaudited Condensed Consolidated Financial Statements for the Six Months Ended December 31, 2024 and 2023 (included in Exhibit 99.2) |
| 99.2 | |
Management’s Discussion and Analysis of Financial Condition and Results of Operations |
| 101.INS | |
Inline XBRL Instance Document |
| 101.SCH | |
Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | |
Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | |
Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | |
Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | |
Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | |
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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: June 30, 2025 |
By: |
/s/
Zhuoqin Huang |
| |
Name: |
Zhuoqin Huang |
| |
Title: |
Chairman and Chief Executive
Officer |
