Form 6-K - Report of foreign issuer [Rules 13a-16 and 15d-16]
12 Julio 2024 - 3:05PM
Edgar (US Regulatory)
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 July 2024
Commission
File Number: 001-40543
Pop
Culture Group Co., Ltd
3rd
Floor, No. 168 Fengqi Road
Jimei
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 ☐
On
July 11, 2024, Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”), closed the acquisition of 98% of the
issued share capital in Yi Caishen (Xiamen) Trading Co., Ltd., a limited liability company incorporated in China (the “Target Company”),
pursuant to a share purchase agreement (the “Share Purchase Agreement”), dated May 29, 2024, by and between the Company’s
wholly owned subsidiary, Pop Culture (HK) Holding Limited, a private company incorporated under the laws of Hong Kong Special Administrative
Region (“Pop Culture HK”), and Shaorong Zheng, a shareholder of the Target Company. The Company issued an aggregate of 1,000,000
Class A ordinary shares, par value US$0.01 per share, with an aggregate value of $1,100,000, to Shaorong Zheng as consideration for 98%
of the issued share capital in the Target Company.
The
Class A ordinary shares were issued in reliance on Rule 902 of Regulation S promulgated under the Securities Act of 1933, as amended,
and Shaorong Zheng represented that he was not a resident of the United States or a “U.S. person” as defined in Rule 902(k)
of Regulation S and was not acquiring the Class A ordinary shares for the account or benefit of any U.S. person.
The
foregoing description of the Share Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to
the full text of the Share Purchase Agreement, which was filed as Exhibit 10.1 to the Company’s Form 6-K dated as of June 12, 2024.
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: July 12, 2024 |
By: |
/s/ Zhuoqin
Huang |
|
Name: |
Zhuoqin Huang |
|
Title: |
Chief Executive Officer |
2
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