424B5 1 ea0201795-424b5_popculture.htm PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(5)Registration No. 333-266130 Prospectus Supplement(To Prospectus dated November 4, 2022) 1,500,000 Class A Ordinary Shares Pop Culture Group Co., Ltd This is an offering of the securities of Pop Culture Group Co., Ltd, a Cayman Islands holding company. Unless otherwise stated, as used in this prospectus, references to “we,” “us,” “our,” “Pop Culture Group,” and the “Company” are to Pop Culture Group Co., Ltd, a company organized under the laws of the Cayman Islands. We are offering 1,500,000 Class A ordinary shares of par value US$0.01 per share in the capital of the Company (the “Class A Ordinary Shares”), pursuant to this prospectus supplement and the accompanying prospectus, at a purchase price of US$2.86 per share. The authorized share capital of the Company is US$60,000.00 divided into 4,400,000 Class A Ordinary Shares of par value US$0.01 each, 600,000 Class B ordinary shares of par value US$0.01 each (the “Class B Ordinary Shares”), and 1,000,000 Class C ordinary shares of par value US$0.01 each (the “Class C Ordinary Shares”). We have 1,862,733 Class A Ordinary Shares, 576,308 Class B Ordinary Shares, and no Class C Ordinary Shares issued and outstanding, respectively, as of the date of this prospectus supplement. Holders of Class A Ordinary Shares and Class B Ordinary Shares have the same rights except for voting and conversion rights. In respect of matters requiring a vote of all shareholders, each holder of Class A Ordinary Shares will be entitled to one vote per one Class A ordinary share and each holder of Class B Ordinary Shares will be entitled to seven votes per one Class B ordinary share. The Class A Ordinary Shares are not convertible into shares of any other class. The Class B Ordinary Shares are convertible into Class A Ordinary Shares at any time after issuance at the option of the holder on a one-to-one basis. The terms of the Class C Ordinary Shares shall be the same as Class A Ordinary Shares, except that holders of Class C Ordinary Shares are not entitled to vote. Our Class A Ordinary Shares are listed on The Nasdaq Capital Market, or Nasdaq, under the symbol “CPOP.” On March 18, 2024, the last reported sale price of our Class A Ordinary Shares on Nasdaq was US$3.27 per share. We are an “emerging growth company” as defined in the Jumpstart Our Business Act of 2012, or the “JOBS Act,” as amended, and, as such, will be subject to reduced public company reporting requirements. The aggregate market value of our outstanding ordinary shares held by non-affiliates, or public float, as of March 19, 2024, was approximately US$12.98 million, which was calculated based on 1,805,393 Class A Ordinary Shares held by non-affiliates as of March 19, 2024 and a per share price of US$7.19, which was the closing price of our Class A Ordinary Shares on Nasdaq on February 20, 2024. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell the securities covered hereby in a public primary offering with a value exceeding more than one-third of the aggregate market value of our ordinary shares in any 12-month period so long as the aggregate market value of our outstanding ordinary shares held by non-affiliates remains below US$75,000,000. During the 12 calendar months prior to and including the date of this prospectus, we have not sold any securities pursuant to General Instruction I.B.5 of Form F-3. We are an offshore holding company with no material operations of our own and not a Chinese operating company. Our operations are conducted in China by our subsidiaries. This is an offering of the Class A Ordinary Shares of the offshore holding company in the Cayman Islands, instead of securities of the operating entities in China. Therefore, you will not directly hold any equity interests in the operating entities. We are subject to certain legal and operational risks associated with having the majority of our operations in China, which could significantly limit or completely hinder our ability to offer securities to investors and cause the value of our securities to significantly decline or be worthless. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Any actions by the Chinese government, including any decision to intervene or influence the operations of the PRC operating entities or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of the PRC operating entities, may limit or completely hinder our ability to offer or continue to offer securities