[6-K] Pop Culture Group Co., Ltd Current Report (Foreign Issuer)

Rhea-AI Filing Summary

Pop Culture Group Co., Ltd (Nasdaq: CPOP) has completed a Regulation S private placement. On 4 July 2025 the company signed subscription agreements with ten non-U.S. investors for the sale of 50 million Class A ordinary shares at $0.50 and 10 million Class B ordinary shares at $0.55. The transaction closed on 8 July 2025, generating gross proceeds of $30.5 million.

The newly issued shares are exempt from U.S. registration requirements because all subscribers certified that they are not "U.S. persons" under Rule 902(k) of Regulation S. Management retains sole discretion over the use of proceeds; no specific allocation was disclosed in the filing.

The company attached the forms of the Class A and Class B subscription agreements as Exhibits 10.1 and 10.2. Other than the capital raise, the Form 6-K contains no financial statements, operational updates or earnings data.

Positive

• $30.5 million cash infusion strengthens liquidity without borrowing costs.
• Regulation S structure avoids immediate SEC registration, accelerating capital access and reducing compliance expense.

Negative

• Significant equity dilution from issuing 60 million new shares.
• No stated use of proceeds; management retains full discretion, increasing uncertainty for investors.

Insights

Equity Capital Markets Analyst

TL;DR: CPOP raised $30.5 m via Reg S, improving liquidity but materially diluting equity; impact likely neutral without clear use-of-funds.

The private placement injects meaningful cash—$30.5 million—without the cost or delay of SEC registration. For a micro-cap issuer, this can strengthen the balance sheet and provide working capital flexibility. However, issuing 60 million new shares is dilutive, and the board offered no guidance on how proceeds will be deployed, leaving uncertainty around return on capital. Because both benefits (cash) and drawbacks (dilution, discretionary use) offset, I view the market impact as neutral until management outlines a capital allocation plan.

Corporate Governance Expert

TL;DR: Unspecified use of proceeds and management’s sole discretion raise governance and transparency concerns.

While Regulation S provides an efficient funding route, the filing states that management has “sole and absolute discretion” over the $30.5 million. Absence of earmarked projects or shareholder approvals heightens risk of sub-optimal capital deployment, especially given the substantial share issuance. Investors should monitor forthcoming disclosures—ideally in the next Form 20-F or earnings call—for concrete plans and expected ROI to ensure alignment with shareholder interests.

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 July 2025

Commission File Number: 001-40543

Pop Culture Group Co., Ltd

3rd Floor, No. 168 Fengqi Road

Jimei District, Xiamen City, Fujian Province

The People’s Republic of China

(Address of principal executive office)

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 ☐

On July 4, 2025, Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), entered into certain subscription agreements (the “Subscription Agreements”) with 10 investors (the “Subscribers”). Pursuant to the Subscription Agreements and in reliance on Rule 902 of Regulation S (“Regulation S”) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the Company agreed to sell and the Subscribers agreed to purchase an aggregate of 50,000,000 Class A ordinary shares, par value $0.01 per share, of the Company (“Class A Ordinary Shares”) at a price of $0.50 per Class A Share; and an aggregate of 10,000,000 Class B ordinary shares, par value $0.01 per share, of the Company (“Class B Ordinary Shares”) at a price of $0.55 per Class B Share (collectively, the “Private Placement”). The Subscribers represented that they were not residents of the United States and were not “U.S. persons” as defined in Rule 902(k) of Regulation S and were not acquiring the Ordinary Shares for the account or benefit of any U.S. person.

The Private Placement closed on July 8, 2025 and received gross proceeds of $30.5 million. The Class A Ordinary Shares and Class B Ordinary Shares issued in the Private Placement are not subject to the registration requirements of the Securities Act, pursuant to Regulation S promulgated thereunder. The management of the Company will have sole and absolute discretion concerning the use of the proceeds from the Private Placement.

The foregoing description of the Subscription Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Subscription Agreements. A copy of the form of such Subscription Agreement is attached hereto as Exhibits 10.1 and 10.2, respectively, and is incorporated herein by reference.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form of Subscription Agreement in respect of the Company’s Class A Ordinary Shares
10.2		Form of Subscription Agreement in respect of the Company’s Class B Ordinary Shares

1 

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.

	Pop Culture Group Co., Ltd
Date: July 9, 2025	By:	/s/ Zhuoqin Huang
	Name:	Zhuoqin Huang
	Title:	Chief Executive Officer

2

FAQ

How much capital did Pop Culture Group (CPOP) raise in July 2025?

The company raised $30.5 million in gross proceeds through a Regulation S private placement.

How many shares were issued in CPOP’s private placement?

CPOP issued 50 million Class A shares at $0.50 and 10 million Class B shares at $0.55, totaling 60 million shares.

Are the newly issued CPOP shares registered with the SEC?

No. The shares were sold under Regulation S to non-U.S. investors and are exempt from SEC registration.

When did the CPOP private placement close?

The transaction closed on 8 July 2025.

How will Pop Culture Group use the $30.5 million proceeds?

The filing states that management has sole and absolute discretion over the proceeds; no specific use was disclosed.