Pop Culture Group (CPOP) switches auditors and outlines control fixes

Rhea-AI Filing Summary

Pop Culture Group Co., Ltd reported a change in its independent auditor. The board dismissed WWC, P.C. and appointed EliteCPA P.C. as the company’s new independent registered public accounting firm after a stated evaluation process. The company says the change was not due to any disagreement with WWC over accounting principles, financial disclosures, or audit procedures, and WWC’s audit reports for the years ended June 30, 2024 and 2025 contained no adverse or disclaimed opinions. Management reiterates previously disclosed material weaknesses in internal control, including an insufficient number of in-house staff with U.S. GAAP and SEC reporting expertise, and outlines plans to hire qualified personnel and provide ongoing training to strengthen financial reporting.

Insights

Audit and financial reporting specialist

Auditor change disclosed with existing control weaknesses under remediation.

Pop Culture Group replaced WWC, P.C. with EliteCPA P.C. as its independent auditor, while explicitly stating there were no disagreements with WWC and no adverse or disclaimed audit opinions on the June 30, 2024 and 2025 financials.

The company again highlights material weaknesses in internal controls, particularly a lack of in-house staff knowledgeable in U.S. GAAP and SEC rules, which had previously been reported in its Form 20-F. It describes steps under evaluation such as hiring additional qualified accounting personnel and implementing regular training.

This combination of an auditor transition and ongoing remediation of control weaknesses is important context for assessing reporting quality, though the absence of reported disagreements and the clear remediation plan keep the disclosure more procedural than thesis-changing. Future annual reports will show whether these weaknesses are effectively addressed.

FAQ

What change in auditor did Pop Culture Group (CPOP) announce in this 6-K?

Pop Culture Group dismissed WWC, P.C. as its independent registered public accounting firm and appointed EliteCPA P.C. as its new auditor. The company states this decision followed a careful evaluation process and was not due to disagreements over accounting principles, disclosures, or audit scope.

Did Pop Culture Group (CPOP) report any disagreements with its former auditor WWC?

The company reports no disagreements with WWC during its two most recent fiscal years and through February 25, 2026. It specifically notes no issues over accounting principles, financial statement disclosure, or audit procedures that would have required reference in WWC’s audit reports.

What were WWC’s audit opinions on Pop Culture Group’s 2024 and 2025 financial statements?

WWC’s audit reports on Pop Culture Group’s consolidated financial statements as of June 30, 2024 and 2025 contained no adverse opinion, no disclaimer of opinion, and were not qualified or modified regarding uncertainty, scope, or accounting principles. This indicates standard, unqualified audit opinions for those periods.

What internal control material weaknesses did Pop Culture Group (CPOP) reference?

The company references material weaknesses previously reported in its Form 20-F, including not having sufficient in-house accounting personnel with strong U.S. GAAP and SEC reporting knowledge. These weaknesses relate to the effectiveness of financial reporting and internal control processes rather than specific misstatements disclosed here.

How is Pop Culture Group planning to address its internal control weaknesses?

Management is evaluating steps to remediate the weaknesses, including hiring more qualified accounting personnel experienced in U.S. GAAP and SEC reporting and implementing regular, continuous training. It also mentions strengthening the financial reporting function and establishing an appropriate financial and system control framework.

Did Pop Culture Group consult EliteCPA before appointing it as auditor?

The company states that, during the past two fiscal years and interim periods before EliteCPA’s engagement, neither it nor anyone on its behalf consulted EliteCPA on applying accounting principles to specific transactions or on the type of audit opinion that might be issued on its consolidated financial statements.

What document from WWC accompanies Pop Culture Group’s 6-K filing?

Pop Culture Group requested that WWC provide a letter to the U.S. Securities and Exchange Commission stating whether it agrees with the company’s disclosures. This letter from WWC is included as Exhibit 16.1 to the Form 6-K, dated February 25, 2026, for investor reference.

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Form 6-K: How Foreign Companies Report to the SEC →

Accepted by SEC EDGAR 02/25/2026 - 04:00 PM Learn about SEC filing dates

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 February 2026

Commission File Number: 001-40543

Pop Culture Group Co., Ltd

Room 1207-08, No. 2488 Huandao East Road

Huli 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 ☐

INFORMATION CONTAINED IN THIS REPORT ON FORM 6-K

Change of Auditor

On February 25, 2026, the Board of Directors of Pop Culture Group Co., Ltd (the “Company”) (i) approved the dismissal of WWC, P.C. (“WWC”) as the Company’s independent registered public accounting firm and (ii) appointed EliteCPA P.C. (“EliteCPA”) as the Company’s independent registered public accounting firm. The appointment of EliteCPA was made after careful consideration and evaluation process by the Company. The Company’s decision to make this change was not the result of any disagreement between the Company and WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

The audit report of WWC on the consolidated financial statements of the Company as of June 30, 2024 and 2025 did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, scope of accounting principles. Furthermore, during the Company’s two most recent fiscal years and through February 25, 2026, there were no disagreements with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to WWC’s satisfaction, would have caused WWC to make reference to the subject matter of the disagreement in connection with its report on the Company’s consolidated financial  statements for such periods. During the Company’s two most recent fiscal years and through February 25, 2026, there were no “reportable events” as that term is described in Item 16F(a)(1)(v) of Form 20-F, other than the material weaknesses reported by management in the annual report on Form 20 -F filed with the U.S. Securities and Exchange Commission (the “Commission”) on November 17, 2025, including that the Company does not have sufficient in-house personnel in our accounting department with sufficient knowledge of the U.S. GAAP and SEC reporting rules. The Company management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.

The Company has provided WWC with a copy of the above disclosure and requested that WWC furnish a letter addressed to the Commission stating whether or not it agrees with the above statements. A copy of WWC’s letter is filed hereto as Exhibit 16.1 to this Form 6-K.

During the two most recent fiscal years and any subsequent interim periods prior to the engagement of EliteCPA, neither the Company, nor someone on behalf of the Company, has consulted EliteCPA regarding the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and neither a written report was provided to the Company or oral advice was provided that EliteCPA concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue.

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EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter of WWC, P.C. to the U.S. Securities and Exchange Commission dated February 25, 2026

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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: February 25, 2026	By:	/s/ Zhuoqin Huang
	Name:	Zhuoqin Huang
	Title:	Chief Executive Officer

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Filing Exhibits & Attachments

1 document

Other Documents

• EX-16.1 LETTER OF WWC, P.C. TO THE U.S. SECURITIES AND EXCHANGE COMMISSION DATED FEBRUAR 3.9 KB