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
| Exhibit
No. |
|
Description |
| 4.1 |
|
Form of Pre-Funded Warrant |
| 5.1 |
|
Opinion of Ogier |
| 10.1 |
|
Form of Securities
Purchase Agreements |
| 10.2 |
|
Form of Placement Agency
Agreement |
| 99.1 |
|
Press release dated
June 12, 2026 |
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: June 15, 2026 |
By: |
/s/ Zhuoqin
Huang |
| |
Name: |
Zhuoqin Huang |
| |
Title: |
Chief Executive Officer |
Exhibit 99.1
Pop
Culture Group Co., Ltd Announces Pricing of $8 Million Registered Direct Offering
XIAMEN, China, June
12, 2026 /PRNewswire/ -- Pop Culture Group Co., Ltd (NASDAQ: CPOP)
(the “Company”), today announced that it has entered into a securities purchase agreement with a new fundamental institutional
investor for the purchase and sale of 53,333,333 Class A Ordinary Shares of the Company, par value $0.01 per share (the “Shares”)
or pre-funded warrants in lieu thereof, at an offering price of $0.15 per share in a registered direct offering (the “Offering”).
Each pre-funded warrant entitles its holder to purchase one Share.
The gross proceeds to
the Company from the Offering are estimated to be approximately $8 million before deducting the placement agent’s fees and other
estimated offering expenses. The Offering is expected to close on or about June 15, 2026, subject to the satisfaction of customary
closing conditions.
Univest Securities, LLC
is acting as the sole placement agent for the Offering.
The Offering is being
made pursuant to a shelf registration statement on Form F-3 (File No. 333-292982) previously filed by the Company with the U.S. Securities
and Exchange Commission (“SEC”) on January 27, 2026 and declared effective on February 9, 2026. A final prospectus supplement
and accompanying prospectus describing the terms of Offering will be filed with the SEC and will be available on the SEC’s website located
at http://www.sec.gov.
Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, by contacting Univest
Securities, LLC at info@univest.us,
or by calling +1 (212) 343-8888.
This press release does
not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of such securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
Copies of the prospectus supplement relating to the registered direct offering, together with the accompanying base prospectus will be
filed by the Company and, upon filing, can be obtained at the SEC’s website at www.sec.gov.
About Pop Culture
Group Co., Ltd
Pop Culture Group Co.,
Ltd is a Chinese pop culture company headquartered in Xiamen, China. The Company aims to promote Chinese pop culture and its values
while fostering cultural exchanges between the United States and China. With the values of Chinese pop culture at its core and the younger
generation as its primary target audience, the Company hosts entertainment events, operates Chinese pop culture online programs, and provides
event planning and execution services and brand promotion services to corporate clients. In recent years, the Company has focused on developing
and hosting its own Chinese pop culture events. For more information, visit the Company’s website at http://ir.cpop.cn/.
Forward-Looking Statements
Certain statements in
this announcement are forward-looking statements. These forward-looking statements involve known and unknown risks and uncertainties and
are based on current expectations and projections about future events and financial trends that the Company believes may affect its financial
condition, results of operations, business strategy and financial needs. Investors can identify these forward-looking statements by words
or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,”
“intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or
other similar expressions. The Company undertakes no obligation to update forward-looking statements to reflect subsequent occurring events
or circumstances, or changes in its expectations, except as may be required by law. Although the Company believes that the expectations
expressed in these forward-looking statements are reasonable, it cannot assure you that such expectations will turn out to be correct,
and the Company cautions investors that actual results may differ materially from the anticipated results and encourages investors to
review other factors that may affect its future results in the Company’s registration statement and in its other filings with the U.S.
Securities and Exchange Commission.
For Investor and Media
Inquiries Please Contact:
Pop Culture Group Co.,
Ltd
Investor Relations Department
Email: bodo@cpop.cn
Phone: + 86-0592-5968169
