Pop Culture Group Co., Ltd 6-K, filed Oct 9, 2026

Pop Culture Group Co., Ltd (CPOP)

6-K 2026-10-09 For: 2026-10-09

Added on October 09, 2026

About this 6-K

Pop Culture Group Co., Ltd filed this 6-K on October 9, 2026.

Pop Culture Group Co., Ltd will seek shareholder approval on October 22, 2026 to migrate its registration from the Cayman Islands to the British Virgin Islands, adopt amended governing documents and potentially adjourn the meeting. AI summary

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Exhibit No.		Description
99.1		Notice and Proxy Statement of 2026 Extraordinary General Meeting, dated October 9, 2026, to be mailed to shareholders of the Company in connection with the 2026 Extraordinary General Meeting
99.2		Form of Proxy Card to be mailed to shareholders of the Company for use in connection with the 2026 Extraordinary General Meeting

	Pop Culture Group Co., Ltd
Date: October 9, 2026	By:	/s/ Zhuoqin Huang
	Name:	Zhuoqin Huang
	Title:	Chief Executive Officer

By Order of the Board of Directors,
/s/ Zhuoqin Huang
Zhuoqin Huang
Chief Executive Officer, Director, and Chairman of the Board of Directors

Cayman Islands
Resolutions of members		Any ordinary resolution to be made by the shareholders requires the affirmative vote of a simple majority of the votes cast by shareholders who (being entitled to do so) vote in person or by proxy at a general meeting, while a special resolution requires the affirmative vote of not less than two-thirds of the votes cast by shareholders who (being entitled to do so) vote in person or by proxy at a general meeting of which notice specifying the intention to propose the resolution as a special resolution and providing the text of that resolution has been duly given or approval in writing by all of the members entitled to vote at a general meeting of the company. Under Cayman Islands law, some matters, such as amending the memorandum and articles of association, changing the name or resolving to be registered by way of continuation in a jurisdiction outside the Cayman Islands, require approval of shareholders by a special resolution.
BVI
Resolutions of members		BVI law does not have the concept of “ordinary resolution” or “special resolution”. The memorandum and articles of association may make provisions for varying the level of the percentage of votes required to pass a resolution but, if not stated, any resolution of members requires the affirmative vote of a simple majority of the votes cast at a general meeting. Where matters may have previously required the approval of a “special resolution” under Cayman Islands law, those same matters may only require a resolution of members or resolution of directors under the proposed BVI law compliant memorandum and articles of association. Directors are given wide ranging powers to manage, direct and supervise day-to-day operations and affairs of a company without shareholder consent. Such matters include, without limitation: a) a merger of the company, requiring resolution of members and resolution of directors; b) a division or combination of shares in the company, requiring approval by resolution of directors only; and c) amendments to the memorandum and articles of association of the company, can be made by resolution of directors only, save for certain limited exceptions which require a resolution of members.

Cayman Islands
Approval of Merger and Consolidation		Where the merger or consolidation is between two Cayman Islands companies, the directors of each constituent company must approve a written plan of merger or consolidation containing certain prescribed information. That plan or merger or consolidation must then be authorized by either (a) a special resolution of the shareholders of each constituent company; or (b) such other authorization, if any, as may be specified in such constituent company’s articles of association. No shareholder resolution is required for a merger between a parent company (i.e., a company that holds issued and outstanding shares that together represent 90% of the votes at a general meeting of the subsidiary company) and its subsidiary company, provided the parent company is the surviving entity and a copy of the plan of merger is given to every member of each subsidiary company to be merged unless that member agreed otherwise. The consent of each holder of a fixed or floating security interest of a constituent company must be obtained, unless the court waives such requirement. If the Cayman Islands Registrar of Companies is satisfied that the requirements of the Companies Act (which includes certain other formalities) have been complied with, the Cayman Islands Registrar of Companies will register the plan of merger or consolidation. Where the merger or consolidation involves a foreign company, the procedure is similar, save that with respect to the foreign company, the directors of the Cayman Islands company are also required to make a declaration to the effect that, having made due enquiry, they are of the opinion that certain requirements set have been met: (i) that the merger or consolidation is permitted or not prohibited by the constitutional documents of the foreign company and by the laws of the jurisdiction in which the foreign company is incorporated, and that those laws and any requirements of those constitutional documents have been or will be complied with; (ii) that no petition or other similar proceeding has been filed and remains outstanding or order made or resolution adopted to wind up or liquidate the foreign company in any applicable jurisdictions; (iii) that no receiver, trustee, administrator or other similar person has been appointed in any jurisdiction and is acting in respect of the foreign company, its affairs or its property or any part thereof; (iv) that no scheme, order, compromise or other similar arrangement has been entered into or made in any jurisdiction whereby the rights of creditors of the foreign company are and continue to be suspended or restricted; and (v) there is no other reason why it would be against the public interest to permit the merger or consolidation. Where the surviving company is the Cayman Islands exempted company, the directors of the Cayman Islands exempted company are further required to make a declaration to the effect that, having made due enquiry, they are of the opinion that the following requirements have been met: (i) that the foreign company is able to pay its debts as they fall due and that the merger or consolidation is bona fide and not intended to defraud unsecured creditors of the foreign company; (ii) that in respect of the transfer of any security interest granted by the foreign company to the surviving or consolidated company (A) consent or approval to the transfer has been obtained, released or waived; (B) the transfer is permitted by and has been approved in accordance with the constitutional documents of the foreign company; and (C) the laws of the jurisdiction of the foreign company with respect to the transfer have been or will be complied with; and (iii) that the foreign company will, upon the merger or consolidation becoming effective, cease to be incorporated, registered or exist under the laws of the relevant foreign jurisdiction
BVI
Approval of Merger and Consolidation		Under BVI law, any merger or consolidation of the company (including a written plan of merger or consolidation) will require approval by way of a resolution of the directors of each company and, except in a parent — subsidiary merger, by a resolution of members of each company. Where the merger is between a parent company and one or more of its subsidiaries, no shareholder resolution is required but a copy of the plan of merger shall be given to every member of a subsidiary company The requisite member approval threshold is typically a simple majority of votes cast by the members entitled to do so at the general meeting, unless a higher threshold is specified in the company’s memorandum and articles of association.

		Moreover, Cayman Islands law also has separate statutory provisions that facilitate the reconstruction or amalgamation of companies in certain circumstances, commonly referred to in the Cayman Islands as a “scheme of arrangement”, which may be tantamount to a merger. Schemes of arrangement will generally be more suited for complex mergers or other transactions involving widely held companies. In the event that a merger was sought pursuant to a scheme of arrangement (the procedures for which are more rigorous and take longer to complete than the procedures typically required to consummate a merger in the United States), the arrangement in question must be approved (i) in relation to a compromise or arrangement between a company and its creditors or any class of them, a majority in number of such creditors or class of creditors with whom the arrangement is to be made and who must in addition represent 75% in value of such creditors or class of creditors, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose; and (ii) in relation to a compromise or arrangement between a company and its shareholders or any class of them, shareholders who represent 75% in value of the company’s shareholders or class of shareholders, as the case may be, that are present and voting either in person or by proxy at a meeting summoned for that purpose. The convening of the meetings and subsequently the terms of the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder would have the right to express to the court the view that the transaction should not be approved, the court can be expected to approve the arrangement if it satisfies itself that: • the company is not proposing to act illegally or beyond the scope of its corporate authority and the statutory provisions as to majority vote have been complied with; • the shareholders have been fairly represented at the meeting in question; • the arrangement is such as a businessman would reasonably approve; and • the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act or that would amount to a “fraud on the minority.”
		If a scheme of arrangement is approved and sanctioned, or if a tender offer is made and accepted in accordance with the foregoing statutory procedures, any dissenting shareholder would have no rights comparable to dissenters’ rights or appraisal rights (providing rights to receive payment in cash for the judicially determined value of the shares), which would otherwise ordinarily be available to dissenting shareholders of U.S. corporations.
BVI
Dissenters Rights		The BVI Act provides that any member of a company is entitled to payment of the fair value of their shares upon dissenting from a merger, where the company is a constituent company, unless the company is the surviving company of the merger and the member continues to hold the same or similar shares. The following is a summary of the position in respect of dissenters rights in the event of a merger under the BVI Act. A member who wishes to dissent from a merger is in most circumstances required to give to the company written objection to the merger, which must include a statement that the dissenting member proposes to demand payment for their shares if the merger takes place. This written objection must be given before the meeting of members at which the merger is submitted to a vote, or at the meeting but before the vote. However, no objection is required from a member to whom the company did not give notice of the meeting of members in accordance with the BVI Act, or where the proposed merger is authorized by written consent of the members without a meeting. Within 20 days immediately following the written consent, or the meeting at which the merger was approved, the company shall give written notice of the authorization or consent to each member who gave written objection or from whom written objection was not required, except those members who voted for, or consented in writing to, the proposed merger.

		A member to whom the company was required to give notice who elects to dissent shall, within 20 days immediately (i) following the date on which the notice is given by the company as above or (ii) in the case of a merger between a parent and subsidiary, following the date on which the copy of the plan of merger or an outline of the merger is given to him, give to the company a written notice of his decision to elect to dissent, stating: a. their name and address; b. the number and classes of shares in respect of which they dissents (which must be all shares that he holds in the company); and c. a demand for payment of the fair value of their shares.
		Upon the giving of a notice of election to dissent, the dissenting member ceases to have any of the rights of a member except the right to be paid the fair value of their shares, and the right to institute proceedings to obtain relief on the ground that the merger is illegal. The surviving company shall make a written offer to each dissenting member to purchase their shares at a specified price that the Company determines to be their fair value. Such offer must be given within 7 days immediately following the date of the expiration of the period within which members may give their notices of election to dissent, or within 7 days immediately following the date on which the merger is put into effect, whichever is later. If the Company and the dissenting member fail, within 30 days immediately following the date on which the offer is made, to agree on the price to be paid for the shares owned by the dissenting member, then within 20 days: a. the company and the dissenting member shall each designate an appraiser; b. the two designated appraisers together shall designate an appraiser; c. the three appraisers shall fix the fair value of the shares owned by the dissenting member as of the close of business on the day prior to the date of the meeting or the date on which the resolution was passed, excluding any appreciation or depreciation directly or indirectly induced by the action or its proposal, and that value is binding on the company and the dissenting member for all purposes; and d. the company shall pay to the dissenting member the amount in money upon the surrender by them of the certificates representing their shares.
Cayman Islands
Taxation		We are a Cayman Islands company incorporated on July 8, 2021 as an exempted company with limited liability under the Companies Act. The Companies Act distinguishes between ordinary resident companies and exempted companies. Any company that is registered in the Cayman Islands but conducts business mainly outside of the Cayman Islands may apply to be registered as an exempted company. The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains or appreciation and there is no taxation in the nature of inheritance tax, gift tax or estate duty. There are no other taxes likely to be material to the company levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands.
BVI
Taxation		There is no withholding tax, capital gains tax, capital transfer tax, estate duty, inheritance tax, succession tax or gift tax in the British Virgin Islands and any dividends, interest, rents, royalties, compensations and other amounts paid by the Company are exempt from any taxation in the British Virgin Islands imposed under the British Virgin Islands Income Tax Act (Cap 206) (as amended from time to time).

		By order of the Board of Directors
Date: October 9, 2026		/s/ Zhuoqin Huang
		Zhuoqin Huang
		Chief Executive Officer, Director, and Chairman of the Board of Directors

Name shares held in (Please print):		Account Number (if any):

No. of Shares Entitled to Vote:		Share Certificate Number(s):

Class of shares:
☐ Class A Ordinary Shares ☐ Class B Ordinary Shares

	of
(insert name of proxy)		(insert address of proxy)

For		Against		Abstain
☐		☐		☐

For		Against		Abstain
☐		☐		☐

Signature of Shareholder:
Date: