CPOP 6-K
Pop Culture Group Co., Ltd (CPOP)
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 ☐
Amendments to Memorandum
As approved by its shareholders at the extraordinary general meeting on May 15, 2026, Pop Culture Group Co., Ltd (the “Company”) filed its amended and restated memorandum (the “Memorandum”) with the Cayman Islands Registrar of Companies on July 31, 2026, which was accepted on August 20, 2026. A copy of the Memorandum is filed as Exhibit 3.1 to this Current Report on Form 6-K.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 3.1 | Amended and Restated Memorandum of Pop Culture Group Co., Ltd | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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 4, 2026 | By: | /s/ Zhuoqin Huang |
| Name: | Zhuoqin Huang | |
| Title: | Chairman and Chief Executive Officer | |
2
Exhibit 3.1
Companies Act (Revised)
Company Limited by Shares
AMENDED AND RESTATED
MEMORANDUM OF ASSOCIATION
OF
POP CULTURE GROUP CO., LTD
华流文化集团有限公司
*
(Adopted by Special Resolution passed on 15 May 2026 and made effective on 28 July 2026)
 | ||
| Filed: 31-Jul-2026 13:46 EST | ||
| www.verify.gov.ky File#: 358728 | Auth Code: A98371136189 | |
Companies Act (Revised)
Company Limited by Shares
Amended and Restated Memorandum of Association
of
Pop Culture Group Co., Ltd
华流文化集团有限公司
(Adopted by Special Resolution passed on 15 May 2026 and made effective on 28 July 2026)
| 1 | The name of the Company is Pop Culture Group Co., Ltd.华流文化集团有限公司. |
| 2 | The Company's registered office is at Ascentium (Cayman) Limited, 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands or at such other place in the Cayman Islands as the directors may at any time decide. |
| 3 | The Company's objects are unrestricted. As provided by section 7(4) of the Companies Act (Revised), the Company has full power and authority to carry out any object not prohibited by any law of the Cayman Islands. |
| 4 | The Company has unrestricted corporate capacity. Without limitation to the foregoing, as provided by section 27(2) of the Companies Act (Revised), the Company has and is capable of exercising all the functions of a natural person of full capacity irrespective of any question of corporate benefit. |
| 5 | Nothing in any of the preceding paragraphs permits the Company to carry on any of the following businesses without being duly licensed, namely: |
| (a) | the business of a bank or trust company without being licensed in that behalf under the Banks and Trust Companies Act (Revised); or |
| (b) | insurance business from within the Cayman Islands or the business of an insurance manager, agent, sub-agent or broker without being licensed in that behalf under the Insurance Act (Revised); or | |
| (c) | the business of company management without being licensed in that behalf under the Companies Management Act (Revised). | |
| 6 | Unless licensed to do so, the Company will not trade in the Cayman Islands with any person, firm or corporation except in furtherance of its business carried on outside the Cayman Islands. Despite this, the Company may effect and conclude contracts in the Cayman Islands and exercise in the Cayman Islands any of its powers necessary for the carrying on of its business outside the Cayman Islands. |
| 2 | | |
| Filed: 31-Jul-2026 13:46 EST | ||
| www.verify.gov.ky File#: 358728 | Auth Code: A98371136189 | |
| 7 | The Company is a company limited by shares and accordingly the liability of each member is limited to the amount (if any) unpaid on that member's shares. |
| 8 | The share capital of the Company is US$29,600,000 divided into 17,626,666.6666667 Class A ordinary shares with a par value of US$1.50 each, 2,040,000 Class B ordinary shares with a par value of US$1.50 each, and 66,666.6666666667 Class C ordinary shares with a par value of US$1.50 each. Subject to the Companies Act (Revised) and the Company's articles of association, the Company has power to do any one or more of the following: |
| (a) | to redeem or repurchase any of its shares; and |
| (b) | to increase or reduce its capital; and |
| (c) | to issue any part of its capital (whether original, redeemed, increased or reduced): |
| (i) | with or without any preferential, deferred, qualified or special rights, privileges or conditions; or |
| (ii) | subject to any limitations or restrictions |
and unless the condition of issue expressly declares otherwise, every issue of shares (whether declared to be ordinary, preference or otherwise) is subject to this power; or
| (d) | to alter any of those rights, privileges, conditions, limitations or restrictions. |
| 9 | The Company has power to register by way of continuation as a body corporate limited by shares under the laws of any jurisdiction outside the Cayman Islands and to be deregistered in the Cayman Islands. |
| 3 | | |
| Filed: 31-Jul-2026 13:46 EST | ||
| www.verify.gov.ky File#: 358728 | Auth Code: A98371136189 | |