UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~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 ~~September~~November 2025

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~~(Address ~~by check mark whether the registrant files or will file annual reports under cover~~ of ~~Form~~principal ~~20-F~~executive ~~or Form 40-F.~~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 ☐

~~Entry~~INFORMATION ~~into~~CONTAINED ~~Share~~IN ~~Purchase~~THIS ~~Agreement~~REPORT ON FORM 6-K

On ~~September~~November 2510, 2025, Pop Culture Group Co., Ltd (the “Company”) ~~entered~~ ~~into~~received ~~securities~~a ~~purchase~~letter ~~agreements~~from (the ~~“Purchase~~Listing ~~Agreements”)~~Qualifications ~~with~~staff ~~certain~~of ~~institutional~~The ~~accredited~~Nasdaq ~~investors~~Stock ~~named~~Market ~~therein~~ (~~the~~ “~~Investors~~Nasdaq”), ~~pursuant~~notifying tothe ~~which~~Company that based on the closing bid price of the Company ~~agreed~~for tothe ~~sell~~period ~~and~~from ~~issue~~September 526,~~000,000~~ ~~Class~~2025 to ANovember ~~ordinary~~7, ~~shares~~2025, ofthe aCompany ~~par value~~no oflonger ~~US$0.01~~meets ~~each (~~the ~~“Class~~continued Alisting ~~Ordinary~~requirement ~~Shares”)~~of toNasdaq ~~the~~under ~~Investors~~Nasdaq atListing Rules 5550(a)(2), ~~purchase~~to maintain a minimum bid price of US$1~~.20~~ per share,. The Nasdaq notification letter does not result in athe ~~registered direct~~immediate ~~offering~~delisting of $6the ~~million~~Company’s Class ofA ~~its~~ordinary ~~securities~~shares, (and the shares will continue to trade uninterrupted under the symbol “~~Offering”)~~CPOP.”

~~The~~Pursuant ~~Offering~~to ~~was~~Nasdaq ~~made~~Listing Rule ~~pursuant~~5810(c)(3)(A), to the Company’s ~~existing~~has ~~shelf registration~~a ~~statement~~compliance onperiod ~~Form~~of ~~F-3~~one ~~(File~~hundred ~~No.~~eighty ~~333-266130~~(180) calendar days, or until May 11, 2026 (the “~~Registration Statement~~Compliance Period”), ~~which~~to ~~was~~regain ~~declared~~compliance ~~effective~~with onNasdaq’s ~~November 18,~~minimum ~~2022~~bid byprice ~~the U~~requirement.S. ~~Securities~~If ~~and~~at ~~Exchange~~any ~~Commission~~time (during the ~~“Commission”)~~Compliance Period, the closing ~~base~~bid ~~prospectus~~price ~~filed~~per asshare ~~part~~ of the ~~Registration~~Company’s ~~Statement,~~ordinary ~~and the~~shares ~~prospectus~~is ~~supplement~~at ~~dated~~least ~~September~~$1.00 ~~29,~~for ~~2025.~~a ~~The~~minimum ~~Registration~~of ~~Statement,~~ten ~~the~~(10) ~~base~~consecutive ~~prospectus~~business ~~and~~days, Nasdaq will provide the ~~prospectus~~Company ~~supplement~~a ~~relating are~~written ~~available~~confirmation onof compliance and the ~~SEC’s~~matter ~~website~~will atbe ~~www~~closed.~~sec.gov.~~

~~The~~In ~~closing~~the ofevent the ~~Offering~~Company does ~~occurred~~not onregain ~~September~~compliance 29by May 11, ~~2025~~2026, ~~raising~~the Company may be eligible for an additional 180 calendar day grace period. To qualify, the ~~gross~~Company ~~proceeds~~will be required to meet the continued listing requirement for market value of $6publicly ~~million~~held ~~before~~shares ~~deducting~~and ~~offering~~all ~~fees~~other initial listing standards for the Nasdaq Capital Market, with the exception of the bid price requirement, and ~~expenses~~will need to provide written notice of its intention to cure the deficiency during the second compliance period, including by effecting a reverse stock split, if necessary.

~~The~~On ~~Company~~November ~~also entered into a Placement Agency Agreement dated as of September 26~~13, 2025 ~~(the “PAA”) with FT Global Capital~~, ~~Inc.~~ ~~as an exclusive best efforts placement agent in connection with~~ the ~~Offering (“FT Global”). Pursuant to the terms of~~ ~~the PAA, the~~ Company ~~agreed~~issued ~~to pay FT Global~~ a ~~cash~~press ~~transaction~~release ~~fee~~discussing ~~equal to 7.5% of~~ the ~~gross~~receipt ~~proceeds~~ of the ~~Offering,~~deficiency ~~and reimburse FT Global’s out-of-pocket expenses~~letter, ~~including,~~which ~~for~~is ~~its~~filed ~~travel~~as ~~and~~exhibit ~~due~~99.1 ~~diligence expenses in the amount of up~~ to ~~$30,000~~this ~~and~~Form ~~for its legal expense up to $70,000~~6-K.

In connection with this offering, each of the Company’s executive officers, directors, and 5% shareholders, has agreed, subject to certain exceptions set forth in the lock-up agreements, without the prior written consent of the Placement Agent, they will not, during the period commencing on the date of the final prospectus (the “Prospectus”) relating to the Offering and ending 90 days thereafter (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, grant, lend, or otherwise transfer or dispose of, directly or indirectly, any Shares, any securities convertible into or exercisable or exchangeable for Shares, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities

The foregoing summaries of the Purchase Agreements and PAA 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 and 10.2, respectively to this Current Report on Form 6-K (“Form 6-K”) and are 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. The Company issued a press release regarding the pricing of the Offering, which is filed as Exhibit 99.1.

This Form 6-K and the exhibits to the Form 6-K are hereby incorporated by reference into the Company’s registration statement on Form F-3, as amended (File No. 333-266130), and shall be a part thereof from the date on which this report is furnished, to the extent not superseded by documents or reports subsequently filed or furnished.

~~Exhibits~~EXHIBIT ~~Index~~INDEX

Exhibit No.		Description
5.1		Opinion of Ogier (Cayman) LLP
99.1		Press Release - Pop Culture Group Co., Ltd Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency
10.1		Form of Purchase Agreements
10.2		Placement Agency Agreement dated September 26, 2025
99.1		Press release dated September 25, 2025

~~SIGNATURES~~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 29, 2025	By:	/s/ Zhuoqin Huang
Date: November 14, 2025	By:	/s/ Zhuoqin Huang
	Name:	Zhuoqin Huang
	Title:	Chief Executive Officer

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