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                               July 29, 2022

       Zhuoqin Huang
       Chief Executive Officer
       Pop Culture Group Co., Ltd
       3rd Floor, No. 168 Fengqi Road
       Jimei District, Xiamen City, Fujian Province
       The People   s Republic of China

                                                        Re: Pop Culture Group
Co., Ltd
                                                            Registration
Statement on Form F-3
                                                            Filed July 14, 2022
                                                            File No. 333-266130

       Dear Mr. Huang:

              We have limited our review of your registration statement to
those issues we have
       addressed in our comments. In some of our comments, we may ask you to
provide us with
       information so we may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.

       Registration Statement on Form F-3

       Cover Page

   1.                                                   Please amend your
disclosure here and in the risk factors to state that, to the extent cash in
                                                        the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds may not be
                                                        available to fund
operations or for other use outside of the PRC/Hong Kong due to
                                                        interventions in or the
imposition of restrictions and limitations on the ability of you, your
                                                        subsidiaries, or the
VIE by the PRC government to transfer cash. In this regard, we note
                                                        the sixteenth paragraph
contains comparable disclosure but limits the discussion to
                                                        "mainland China."
Please revise as applicable.
 Zhuoqin Huang
FirstName
Pop CultureLastNameZhuoqin
            Group Co., Ltd Huang
Comapany
July       NamePop Culture Group Co., Ltd
     29, 2022
July 29,
Page  2 2022 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       Please revise your graphic on page 1 so that the text is legible.
Additionally, with respect
         to the VIE, please revise to use dashed lines without any arrows.
Summary of Risk Factors, page 8

3.       We note your disclosure regarding the Draft Rules Regarding Overseas
Listings. Please
         amend your disclosure to expand your discussion of the risk that the
Chinese government
         may exert more control over offerings conducted overseas and/or
foreign investment in
         China-based issuers beyond the Draft Rules Regarding Overseas
Listings.
Permissions Required from PRC Authorities, page 14

4.       Please state whether you, your subsidiaries, or the VIE are covered by
permission or
         approval requirements from any governmental agency that is required to
approve the
         VIE   s operations, and state affirmatively whether you have received
all requisite
         permissions or approvals to operate and whether any permissions or
approvals have been
         denied. Additionally, we note that you do not appear to have relied
upon an opinion of
         counsel with respect to your conclusions that you do not need any
additional permissions
         and approvals to operate your business. If true, state as much and
explain why such an
         opinion was not obtained.
General

5.       We note that you separately define "mainland China." Please ensure
that your disclosure
         does not narrow risks related to operating in the PRC to mainland
China only. Where
         appropriate, you may describe PRC law and then explain how Hong Kong
differs from
         PRC law. Additionally, please balance your disclosure with a
discussion of the possible
         ramifications if your Hong Kong subsidiary did become subject to PRC
laws/authorities,
         including that it could incur material costs to ensure compliance, be
subject to fines,
         experience devaluation of securities or delisting, no longer conduct
offerings to foreign
         investors, and no longer be permitted to continue its current business
operations.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Alyssa Wall at 202-551-8106 or Donald Field at
202-551-3680 with any
questions.
 Zhuoqin Huang
Pop Culture Group Co., Ltd
July 29, 2022
Page 3

                                          Sincerely,
FirstName LastNameZhuoqin Huang
                                          Division of Corporation Finance
Comapany NamePop Culture Group Co., Ltd
                                          Office of Trade & Services
July 29, 2022 Page 3
cc:       Ying Li
FirstName LastName