Pop Culture Group Co., Ltd SEC Filings

Pop Culture Group Co., Ltd director and officer Qiu Wenjuan filed an initial statement of beneficial ownership on Form 3 as a Vice President & Director of the company. The filing reports no transactions and shows no current holdings or derivative positions in the provided data.

Pop Culture Group Co., Ltd CEO and director Zhuoqin Huang filed an initial ownership report showing indirect control of 10,576,308 Class B Ordinary Shares. These consist of 576,308 shares held by Joya Enterprises Limited and 10,000,000 shares held by Pop Holding Group Limited Partnership, where Huang is the general partner.

Pop Culture Group Co., Ltd director Hu Haiquan filed an initial Form 3, which is a statement of beneficial ownership for company insiders. The excerpt shows no reportable transactions, derivative positions, or holdings data, indicating this filing is primarily administrative disclosure of insider status.

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.

Pop Culture Group Co., Ltd has filed a Form F-3 shelf registration to offer up to $500,000,000 of securities. The base prospectus covers Class A ordinary shares, debt securities, warrants, rights, and units, which may be sold separately or in combination from time to time, with specific terms set in future prospectus supplements.

The company is a Cayman Islands holding company that conducts operations in mainland China through contractual arrangements with a variable interest entity (VIE), Xiamen Pop Culture, and its subsidiaries. Investors buy securities of the offshore holding company, not equity in the PRC operating entities, and the VIE structure depends on PRC contractual enforceability that has not been tested in PRC courts.

As of January 27, 2026, public float was approximately $30,779,546.87, and sales under Form F-3 General Instruction I.B.5 in the prior 12 months totaled about $6 million. The filing highlights extensive PRC-related risks, including potential changes in regulation of overseas listings, cybersecurity and data rules, CSRC filing requirements, HFCAA-related audit oversight, constraints on cash transfers from the PRC, and the possibility that PRC authorities could disallow the VIE structure, which could severely affect operations and the value of the Class A Ordinary Shares.

Pop Culture Group Co., Ltd. reported a change in its board of directors. On November 19, 2025, independent director Azhen Lin resigned, and she confirmed there were no disagreements with the company regarding its operations, policies, practices, or her role, and that she resigned of her own free will. On the same day, the board appointed Manxin Huang, age 44, as a new independent director, and she accepted the position. Ms. Huang brings marketing leadership experience from roles at Multiverse Singapore and SISTIC Pte Ltd and holds management degrees from the National University of Malaysia and Huaqiao University. The company and Ms. Huang entered into an independent director engagement agreement dated November 19, 2025.

Pop Culture Group (CPOP) reports sharp top-line growth but continued losses in its latest annual filing. For the year ended June 30, 2025, consolidated revenue rose to $107.6 million, up from $47.4 million in 2024, while gross profit reached $4.3 million. The company remained unprofitable, recording a net loss of $6.9 million, compared with a $12.6 million loss a year earlier.

CPOP operates mainly in China through a variable interest entity (VIE), Xiamen Pop Culture, and details extensive contractual arrangements that allow it to consolidate the VIE for accounting purposes. The filing highlights significant PRC regulatory and structural risks, including potential challenges to the VIE model, evolving cybersecurity and data rules, and new CSRC filing regimes for overseas offerings.

The company repeatedly increased its authorized share capital and now has multiple share classes, with Class B shares carrying 100 votes per share, giving its chief executive officer effective voting control. It reports modest cash of $2.9 million, total assets of $114.9 million, liabilities of $93.3 million, and shareholders’ equity of $21.6 million. No dividends have been paid, and the company expects to retain earnings to fund expansion.

Pop Culture Group Co., Ltd completed a registered direct offering of 5,000,000 Class A ordinary shares at a price of US$1.20 per share, raising gross proceeds of $6 million. The sale to certain institutional accredited investors used the company’s effective shelf registration statement on Form F-3 and a prospectus supplement dated September 29, 2025.

FT Global Capital, Inc. acted as exclusive placement agent under a best efforts agreement and will receive a cash fee equal to 7.5% of the gross proceeds, plus reimbursement of up to $30,000 in travel and due diligence expenses and up to $70,000 in legal expenses. The company’s executive officers, directors, and 5% shareholders agreed to 90-day lock-up restrictions on sales or hedging transactions in company securities, subject to specified exceptions.