SecProbe.io

CORRESP
1
filename1.htm

Pop
Culture Group Co., Ltd

September
21, 2022

Via
EDGAR

Division
of Corporation Finance

Office
of Trade & Services

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Alyssa Wall

    Donald Field

    Re:
    Pop Culture
    Group Co., Ltd

    Amendment No. 2 to Registration Statement on Form
    F-3

    Filed August 31, 2022

    File No. 333-266130

Ladies
and Gentlemen:

This
letter is in response to the letter dated September 13, 2022, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to Pop Culture Group Co., Ltd (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comments in this response and numbered them accordingly. An amended Registration
Statement on Form F-3 (the “Amended Registration Statement No. 3”) is being filed to accompany this letter.

General

1.
When discussing the Holding Foreign Companies Accountable Act, please update your factual disclosure throughout your filing to discuss
the fact that on August 26, 2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol with the China
Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking the first step toward opening
access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong.

In
response to the Staff’s comments, we revised the disclosure on the prospectus cover page and pages 5 and 25 of the Amended Registration
Statement No. 3 to discuss the fact that on August 26, 2022, the Public Company Accounting Oversight Board (PCAOB) signed a Statement
of Protocol with the China Securities Regulatory Commission and the Ministry of Finance of the People’s Republic of China, taking
the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.

In
responding to your comments, the Company acknowledges that:

    ●
    the Company is responsible
    for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes
    to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company
    may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities
    laws of the United States.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Zhuoqin Huang

    Name:
    Zhuoqin Huang

    Title:
    Chief Executive Officer, Director, and

Chairman of
    the Board of Directors

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC