Pop Culture Group to sell 665,000 shares at $3

Pop Culture Group Co., Ltd agreed to sell up to 665,000 Class A shares at US$3.00 each in a registered direct offering under its effective Form F-3 shelf.

Rhea-AI Filing Summary

Pop Culture Group Co., Ltd (CPOP) entered into a Share Purchase Agreement with an investor to conduct a registered direct offering of its equity. The company agreed to sell and issue up to 665,000 Class A ordinary shares at a purchase price of US$3.00 per share to that investor. The offering will be made pursuant to Pop Culture Group’s existing shelf registration statement on Form F-3 (File No. 333-292982), which was declared effective by the U.S. Securities and Exchange Commission on February 9, 2026. The Share Purchase Agreement is filed as an exhibit and incorporated by reference.

Filing Explained

The September 22 agreement covers the sale and issuance of up to 665,000 Class A ordinary shares at $3.00 each, but the filing does not report that the shares have been sold or issued; if issued, the added shares would reduce existing holders’ percentage ownership absent offsets.

Key Figures

Maximum shares offered: 665,000 Class A ordinary shares Purchase price per share: US$3.00 per share Shelf registration file number: File No. 333-292982 +2 more

5 metrics

Maximum shares offered 665,000 Class A ordinary shares Maximum number of shares to be sold and issued to the investor in the registered direct offering

Purchase price per share US$3.00 per share Agreed purchase price for each Class A ordinary share under the Share Purchase Agreement

Shelf registration file number File No. 333-292982 Form F-3 shelf registration statement used for the offering

Shelf effectiveness date February 9, 2026 Date the Form F-3 shelf registration statement was declared effective by the SEC

Agreement date September 22, 2026 Date of the Securities Purchase Agreement for the registered direct offering

Key Terms

registered direct offering, shelf registration statement, Form F-3, foreign private issuer, +1 more

5 terms

registered direct offering financial

"to the Investor at a purchase price of US$3.00 per share, in a registered direct offering"

A registered direct offering is a way for a company to sell new shares of its stock directly to select investors with regulatory approval. This method allows the company to raise funds quickly and efficiently without needing a public auction, similar to offering exclusive access to a limited number of buyers. For investors, it often provides an opportunity to purchase shares at a favorable price, while giving the company immediate access to capital.

shelf registration statement regulatory

"pursuant to the Company’s existing shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

Form F-3 regulatory

"existing shelf registration statement on Form F-3 (File No. 333-292982)"

Form F-3 is a U.S. securities filing that lets eligible foreign companies pre-register and then quickly sell shares or other securities to raise money, because they already meet ongoing reporting and size tests. For investors it signals that the company is up-to-date with regulatory disclosure and has an efficient way to issue new securities — similar to a pre-approved credit line — which can mean faster capital raises but also potential dilution of existing holdings.

foreign private issuer regulatory

"FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER"

A foreign private issuer is a company organized outside the United States that meets tests showing it is primarily foreign-controlled and therefore qualifies for a different set of U.S. reporting rules. For investors, that means the company files less frequent or differently formatted disclosures with U.S. regulators and may follow home-country accounting and governance practices, so buying its stock is like dining at a well-reviewed restaurant that follows its home kitchen’s rules instead of the local menu — you get access but should check what standards apply.

Share Purchase Agreement financial

"entered into a Share Purchase Agreement (the “Purchase Agreement”)"

A share purchase agreement is a written contract that outlines the terms and conditions for buying and selling shares of a company. It specifies details like the price, number of shares, and any special conditions, ensuring both buyer and seller agree on the transaction. For investors, it provides clarity and legal protection, making sure the purchase is clear and enforceable.

Offering Details

shelf

Offering

Offering Type shelf

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What equity offering did CPOP announce in this Form 6-K?

Pop Culture Group Co., Ltd announced a registered direct offering, agreeing to sell and issue up to 665,000 Class A ordinary shares to an investor under a Share Purchase Agreement.

At what price will CPOP sell the new Class A ordinary shares?

The Class A ordinary shares will be sold at a purchase price of US$3.00 per share under the Share Purchase Agreement for the registered direct offering.

How many CPOP shares may be issued in this registered direct offering?

Pop Culture Group Co., Ltd may issue up to 665,000 Class A ordinary shares to the investor pursuant to the Share Purchase Agreement described in the report.

Under which shelf registration statement is CPOP conducting this offering?

The offering is being conducted under Pop Culture Group’s existing Form F-3 shelf registration statement, File No. 333-292982, which was declared effective by the SEC on February 9, 2026.

Is the Share Purchase Agreement for CPOP’s offering publicly available?

Yes. The company states that the Securities Purchase Agreement dated September 22, 2026 is filed as Exhibit 10.1 and is incorporated by reference.

Does this report itself constitute an offer to sell CPOP shares?

No. The company states that the report does not constitute an offer to sell or a solicitation of an offer to buy any Class A ordinary shares in any jurisdiction where such an action would be unlawful.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/22/2026 - 05:01 PM Accepted by SEC EDGAR 09/22/2026 - 05:00 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 OF THE

SECURITIES EXCHANGE ACT OF 1934

For the month of September 2026

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 ☐

Entry into Share Purchase Agreement

On September 22, 2026, Pop Culture Group Co., Ltd (the “Company”) entered into a Share Purchase Agreement (the “Purchase Agreement”) with a certain investor named therein (the “Investor”), pursuant to which the Company agreed to sell and issue up to 665,000 Class A ordinary shares (the “Class A Ordinary Shares”) to the Investor at a purchase price of US$3.00 per share, in a registered direct offering (the “Offering”). The Offering will be made pursuant to the Company’s existing shelf registration statement on Form F-3 (File No. 333-292982), which was declared effective on February 9, 2026 by the U.S. Securities and Exchange Commission.

The foregoing descriptions of the Purchase Agreement do not purport to be complete and are qualified in their entirety by reference to the full text, which is filed as Exhibit 10.1 to this Current Report on Form 6-K and incorporated herein by reference.

This report shall not constitute an offer to sell or a solicitation of an offer to buy any Class A Ordinary Shares, nor shall there be any sale of Class A Ordinary Shares in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

EXHIBIT INDEX

Exhibit No.		Description
10.1		Securities Purchase Agreement dated September 22, 2026

1

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: September 22, 2026	By:	/s/ Zhuoqin Huang
	Name:	Zhuoqin Huang
	Title:	Chairman and Chief Executive Officer

2

Filing Exhibits & Attachments

1 document

Agreements & Contracts

• EX-10.1 SECURITIES PURCHASE AGREEMENT DATED SEPTEMBER 22, 2026 18.5 KB