SecProbe.io

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 Pop Culture Group Co., Ltd

 Room 1207-08, No. 2488
Huandao East Road

 Huli
District, Xiamen City, Fujian Province

 The People's Republic
of China

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 February 6, 2026

 Re:
 Pop Culture Group Co., Ltd

 Registration Statement on Form F-3 (File No. 333-292982)

 Initially Filed January 27, 2026

 Request for Acceleration of Effectiveness

 Ladies and Gentlemen:

 Pursuant to Rule 461 under the Securities Act
of 1933, as amended, Pop Culture Group Co., Ltd hereby requests acceleration of effectiveness of the above referenced Registration Statement
on F-3 (the "Registration Statement"), so that it will become effective at 4:00 p.m. ET on February 9, 2026, or as soon as
thereafter practicable.

 Very truly yours,

 /s/ Zhuoqin Huang

 Name:
 Zhuoqin Huang

 Title:
 Chief Executive Officer (Principal Executive Officer)

 cc:
 Lawrence Venick, Esq.

 Loeb & Loeb LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 February 5, 2026

Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 1207-08, No. 2488 Huandao East Road
Huli District, Xiamen City, Fujian Province
The People's Republic of China

 Re: Pop Culture Group Co., Ltd
 Registration Statement on Form F-3
 Filed January 27, 2026
 File No. 333-292982
Dear Zhuoqin Huang:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Kate Beukenkamp at 202-551-3861 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lawrence S. Venick
</TEXT>
</DOCUMENT>

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Pop
Culture Group Co., Ltd

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:
    Ms. Alyssa Wall

December
17, 2024

    Re:
    Pop Culture Group Co., Ltd

    Registration Statement on Form F-3 (File No. 333-283606)

    Filed December 4, 2024

Dear
Ms. Wall:

Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Pop Culture Group Co., Ltd hereby requests acceleration of effectiveness of
the above referenced Registration Statement, so that it will become effective at 4:30 p.m. ET on December 19, 2024, or as soon as thereafter
practicable.

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

December 17, 2024
Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 1207-08, No. 2488 Huandao East Road
Huli District, Xiamen City, Fujian Province
The People’s Republic of China
Re:Pop Culture Group Co., Ltd
Registration Statement on Form F-3
Filed December 4, 2024
File No. 333-283606
Dear Zhuoqin Huang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li

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Pop Culture Group Co., Ltd

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

November 16, 2022

    Re:
    Pop Culture Group Co., Ltd

    Registration Statement on Form F-3, as amended (File No. 333-266130)

    Initially Filed July 14, 2022

Ladies and Gentlemen:

Pursuant to Rule 461 under the Securities Act of 1933,
as amended, Pop Culture Group Co., Ltd hereby requests acceleration of effectiveness of the above referenced Registration Statement, so
that it will become effective at 4:00 p.m. ET on November 18, 2022, or as soon as thereafter practicable.

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

CORRESP
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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

United States securities and exchange commission logo
September 13, 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
Amendment No. 2 to Registration Statement on Form F-3
Filed August 31, 2022
File No. 333-266130
Dear Mr. Huang:
            We have reviewed your amended registration statement and have the following
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.  Unless we note
otherwise, our references to prior comments are to comments in our August 25, 2022 letter.
Amendment No. 2 to Registration Statement on Form F-3
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.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 September 13, 2022 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
September 13, 2022
Page 2
            Please contact Alyssa Wall at 202-551-8106 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Ying Li

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Pop Culture Group Co., Ltd

August 31, 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. 1 to Registration Statement on Form F-3

    Filed August 12, 2022

    File No. 333-266130

Ladies and Gentlemen:

This letter is in response to the letter dated
August 25, 2022, from the staff (the “Staff”) of the 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. 2”) is being filed to accompany this letter.

Registration Statement on Form F-3

Risk Factors

To the extent cash in the business is in
the PRC/Hong Kong or a PRC/Hong Kong entity..., page 25

1. We note your amended disclosure in response
to comment 1. Please expand your discussion to include the possible ramifications on the ability of the Hong Kong subsidiary to transfer
cash if your Hong Kong subsidiary did become subject to PRC laws/authorities.

In response to the Staff’s comments, we
revised the disclosure on page 25 of the Amended Registration Statement No. 2 to include the possible ramifications on the ability of
the Hong Kong subsidiary to transfer cash if our Hong Kong subsidiary did become subject to PRC laws/authorities.

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

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Pop Culture Group Co., Ltd

August 12, 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

    Draft Registration Statement on Form F-3

    Filed July 14, 2022

    File No. 333-266130

Ladies and Gentlemen:

This letter is in response to the letter dated
July 29, 2022, from the staff (the “Staff”) of the 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”) is being filed to accompany this letter.

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.

In response to the Staff’s comments, we
revised the disclosure on the cover page and pages 12, 25, and 26 of the Registration Statement 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 us, our subsidiaries,
or the VIE by the PRC government to transfer cash.

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.

In response to the Staff’s comments, we
revised the graphic on page 1 of the Amended Registration Statement to (i) make the text legible and (ii) use dashed lines without any
arrows for the VIE.

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.

In response to the Staff’s comments, we
revised the disclosure on the cover page and pages 12 and 23 of the Amended Registration Statement to expand our 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.

In response to the Staff’s comments, we
revised the disclosure on the cover page and pages 14 and 15 of the Amended Registration Statement to (i) state that we, our subsidiaries,
and the PRC operating entities are not covered by permission and approval requirements from any governmental agency that is required to
approve the PRC operating entities’ operations, (ii) state affirmatively that we, our subsidiaries, and the PRC operating entities
have received all requisite permissions and approvals to operate and no permission or approval has been denied, and (iii) clarify that
we have relied upon the opinion of our PRC counsel, Jincheng Tongda & Neal Law Firm, with respect to our conclusions that we do not
need any additional permissions and approvals to operate our business.

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.

In response to the Staff’s comments, we
(i) revised the disclosure throughout the Amended Registration Statement to ensure that our disclosure does not narrow risks related to
operating in the PRC to mainland China only and (ii) revised the disclosure on the cover page of the Amended Registration Statement to
include a discussion of the possible ramification if our Hong Kong subsidiary did become subject to PRC law or authorities.

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

United States securities and exchange commission logo
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.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 July 29, 2022 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
July 29, 2022
Page 2
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.

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

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N E T W O R K 1 F
I N A N C I A L

S
E C U R I T I E S , I N C .

June 25, 2021

VIA EDGAR

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Pop Culture Group Co., Ltd

    Registration Statement on Form F-1, as amended (File No. 333-253777)

    Request for Acceleration of Effectiveness

Dear Ms. Jaskot:

In connection with the above-referenced Registration Statement, and pursuant
to Rule 461 under the Securities Act of 1933, as amended (the “Act”), we, as representative of the several underwriters hereby
join in the request of Pop Culture Group Co., Ltd that the effective date of the Registration Statement be accelerated so that it will
be declared effective at 4:00 p.m. US Eastern Time on June 29, 2021, or as soon thereafter as practicable.

Pursuant to Rule 460 under the Act, we, as representative of the several
underwriters, wish to advise you that there will be distributed to each underwriter and dealer, who is reasonably anticipated to participate
in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure
adequate distribution of the preliminary prospectus.

We, the undersigned, as representative of the several underwriters, have
complied and will comply, and we have been informed by the participating underwriters that they have complied and will comply, with the
requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

    Very truly yours,

    By:

    /s/ Damon D. Testaverde

    Name: Damon D. Testaverde

    Title: Managing Director

The Galleria, 2 Bridge Avenue

Suite 241, Red Bank, NJ 07701-1106

Phone: 732-758-9001, Toll Free: 800-886-7007, Fax:
732-758-6671

Member FINRA/SIPC

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Pop Culture Group Co., Ltd

June 25, 2021

Via Edgar

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

 Re: Pop Culture Group Co., Ltd

Registration Statement on Form F-1, as amended
(File No. 	333-253777)

Request for Acceleration of Effectiveness

Dear Ms. Jaskot:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Pop Culture Group Co., Ltd hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:00 p.m., Eastern Time, on June 29, 2021, or as soon thereafter as practicable.

    Very truly yours,

    Pop Culture Group Co., Ltd

    By:
    /s/ Zhuoqin Huang

    Name:
    Zhuoqin Huang

    Title:
    Chief Executive Officer, Director, and Chairman of the Board of Directors

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Pop Culture Group Co., Ltd

March 2, 2021

Via Edgar

Ms. Erin Jaskot

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Re:
    Pop Culture Group Co., Ltd

    Amendment No. 3 to Draft Registration Statement on Form F-1

    Submitted on November 13, 2020

    CIK No. 0001807389

Dear Ms. Jaskot:

This letter is in response to the letter
dated December 7, 2020, from the staff (the “Staff”) of the 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. A Registration Statement on Form
F-1 (the “Registration Statement”) is being filed to accompany this letter.

Risk Factors

Our Financial condition, results
of operations….,page 9

1. You disclose that between February
and May 2020, all of the events you expected to host or plan and execute were cancelled. We note your list of representative events
beginning on page 77, and it appears the last live event through the period ended June 30, 2020 was in January. Please clarify
in the risk factor and elsewhere as appropriate whether you have resumed live events or if all of your events are online.

In response to the Staff’s comments,
we revised the disclosure on pages 10, 50, and 77 of the Registration Statement to clarify that the Company resumed live events
in June 2020 and that our list of representative events beginning on page 78 summarizes only our top 10 events in terms of contract
amount in the event planning and execution business during the fiscal years ended June 30, 2019 and 2020.

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

Ying Li, Esq.

Hunter Taubman Fischer & Li LLC

United States securities and exchange commission logo
December 7, 2020
Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 102, 23-1 Wanghai Road
Xiamen Software Park Phase 2
Siming District, Xiamen City, Fujian Province
The People’s Republic of China
Re:Pop Culture Group Co., Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 13, 2020
CIK No. 377-03160
Dear Mr. Huang:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 3 to Draft Registration Statement on Form F-1
Risk Factors
Our financial condition, results of operations..., page 9
1.You disclose that between February and May 202, all of the events you expected to host
or plan and execute were cancelled.  We note your list of representative events beginning
on page 77, and it appears the last live event through the period ended June 30, 2020 was
in January.  Please clarify in the risk factor and elsewhere as appropriate whether you
have resumed live events or if all of your events are online.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 December 7, 2020 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
December 7, 2020
Page 2
            You may contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
August 6, 2020
Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 102, 23-1 Wanghai Road
Xiamen Software Park Phase 2
Siming District, Xiamen City, Fujian Province
The People’s Republic of China
Re:Pop Culture Group Co., Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted July 31, 2020
CIK No. 377-03160
Dear Mr. Huang:
            We have reviewed your amended draft registration statement and have the following
comment.  In our comment, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to our comment and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Confidential Draft No. 3 to Form F-1 Registration Statement
Consolidated Financial Statements
Consolidated Statements of Income and Comprehensive Income, page F-4
1.We reviewed the revisions to your disclosures in response to comment 5.  Please tell us
your consideration of providing the disclosures required by ASC 250-10-50-7 and labeling
the net income per share - basic and diluted and weighted average shares used in
calculating net income per share - basic and diluted line items "As Restated."  This
comment also applies to the consolidated statements of income and comprehensive
income on page F-27.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 August 6, 2020 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
August 6, 2020
Page 2
            You may contact Tony Watson at 202-551-3318 or Bill Thompson at 202-551-3344 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
July 9, 2020
Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 102, 23-1 Wanghai Road
Xiamen Software Park Phase 2
Siming District, Xiamen City, Fujian Province
The People’s Republic of China
Re:Pop Culture Group Co., Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 24, 2020
CIK No. 377-03160
Dear Mr. Huang:
            We have reviewed your amended draft registration statement and have the following
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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 filed June 24, 2020
Risk Factors
Content related to hip-hop..., page 15
1.We note your response to prior comment 7 and we re-issue it in part.  Your risk factor
mitigates the risk you describe when you state that you "currently engage in street
dance," however, your business model contemplates promoting hop-hop culture in many
other ways, beyond street dance.  Please revise to acknowledge the other ways in which
you plan to promote hip-hop culture and the risks of doing so in light of the government
crackdown you acknowledge here.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 July 9, 2020 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
July 9, 2020
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operation
Covid-19 Affecting our Results of Operation, page 49
2.We note your revised disclosure about the impact of COVID-19 and that you "currently
expect a 40% decline in actual revenue when compared to the forecasted [revenue] for the
six months ended June 30, 2020."  Because you have not disclosed your forecasted
revenue for this period, please revise to present the impact as compared to your historical
financial performance. As additional time elapses, please continue to update your
disclosures to reflect  how COVID-19 has impacted operations as compared to prior
financial periods. As a related matter, please also discuss the impact of COVID-19 on
other income statement financial measures, such as cost of revenue or net income, to
provide additional context for investors. In this regard, a single financial measure, such as
revenue, may be considered an incomplete picture of your results of operation or financial
condition.  Please refer to CF Disclosure Guidance: Topic No. 9 and 9A.
Liquidity and Capital Resources, page 56
3.We reviewed the revisions to your disclosure in response to comment 6.  Please revise to
disclose the turnover days for accounts receivable for the six months ended December 31,
2018 and the specific reasons for the change in turnover days between the periods.
12. Income Taxes, page F-21
4.We reviewed your response to comment 11 and the revisions to your disclosure.  Please
explain to us why you have not recognized any deferred tax assets, deferred tax liabilities
and the valuation allowance that are required to be disclosed pursuant to ASC 740-10-50-
2.  Refer to ASC 740-10-25 for guidance.
14. Ordinary Shares, page F-22
5.We reviewed the revisions to your disclosure in response to comment 12.  Please tell us
why the issuance of 1,343,600 Class A Ordinary Shares to five investors for cash
consideration approved by the board of directors on May 30, 2020 is related to the
reorganization and the authoritative literature you applied to record the transaction
retroactively.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 July 9, 2020 Page 3
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
July 9, 2020
Page 3
            You may contact Tony Watson at 202-551-3318 or Bill Thompson at 202-551-3344 if
you have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

United States securities and exchange commission logo
June 4, 2020
Zhuoqin Huang
Chief Executive Officer
Pop Culture Group Co., Ltd
Room 102, 23-1 Wanghai Road
Xiamen Software Park Phase 2
Siming District, Xiamen City, Fujian Province
The People’s Republic of China
Re:Pop Culture Group Co., Ltd
Draft Registration Statement on Form F-1
Submitted May 8, 2020
CIK No. 377-03160
Dear Mr. Huang:
            We have reviewed your draft registration statement and have the following 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 providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  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 the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Prospectus Cover Page, page 1
1.Please briefly describe the "additional items of value" you will be paying to the
underwriters in connection with this offering.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 June 4, 2020 Page 2
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
June 4, 2020
Page 2
Risk Factors
Uncertainties in the interpretation and enforcement of PRC laws...
You may experience difficulties in effecting service of legal process, enforcing foreign
judgments..., page 20
2.We note your disclosure that shareholders may have difficulty effecting service of process
and enforcing judgments given that you are incorporated under the laws of the Cayman
Islands and conduct your operations in China.  Please revise your disclosure to also
address the limitations on the ability of U.S. regulators to conduct investigations and
inspections within China.  Please ensure your disclosure addresses restrictions on the
PCAOB's ability to conduct inspections of auditors in China as well as other limitations
on obtaining information for shareholder investigations or litigation.
Risks Relating to this Offering and the Trading Market
Because we are an “emerging growth company,”..., page 35
3.We note that you have elected to avail yourself of the extended transition period for
complying with new or revised accounting standards under Section 102(b)(1).  Please add
disclosure explaining that this election allows you to delay the adoption of new or revised
accounting standards that have different effective dates for public and private companies
until those standards apply to private companies.  Please also state that as a result of this
election, your financial statements may not be comparable to companies that comply with
public company effective dates.
Management's Discussion and Analysis of Financial Condition and Results of Operation
COVID-19 Affecting Our Results of Operations, page 48
4.We note your statement that despite COVID-19, you managed to host and execute more
and larger-scale events in the three months ended March 31, 2020 as compared to the
same period in 2019. However, your disclosure states that these events were hosted in
January 2020, which suggests that you were not able to continue the same level of
business in February and March. Given that the majority of your net revenue is derived
from hosting events and providing services related to events in China, please revise your
discosure here and elsewhere as appropriate to explain whether the apparent reduction in
events in February and March is a known trend or uncertainty that is reasonably likely to
impact your future operating results and near-and-long-term financial condition. To the
extent material, please also address whether you expect COVID-19 to impact your future
operations differently than it affected the current period.  In addition, we note that you
may seek more financial support such as bank loans and shareholders' contribution for any
shortfall of cash flow. Please revise to explain whether COVID-19 has impacted, or is
expected to impact, your liquidity position. Refer to CF Disclosure Guidance: Topic 9
(March 25, 2020).

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 June 4, 2020 Page 3
 FirstName LastNameZhuoqin Huang
Pop Culture Group Co., Ltd
June 4, 2020
Page 3
Management's Discussion and Analysis of Financial Condition and Results of Operation
Results of Operations, page 49
5.Please expand your discussion and analysis of the increase in revenues from event
hosting, event planning and execution and marketing services to discuss the extent to
which such increases are attributable to increases in prices or to increases in the volume or
amount of goods or services being sold or to the introduction of new products or services.
For example, you should discuss the key performance indicators of your Event Hosting,
Event Planning and Execution and Marketing businesses presented in the description of
your business and the average or range of event sponsorship fees, event ticket sales,
planning and execution service fees and marketing fees during each period presented.

Liquidity and Capital Resources, page 54
6.We note that accounts receivable represent 68% of assets at December 31, 2019 and 62%
of assets at June 30, 2019 and that the number of days revenues in accounts receivable at
December 31, 2019 and June 30, 2019 appear to be in excess of 120 days.  Please disclose
your customary payment terms and provide a discussion of factors that impact the number
of days revenue in accounts receivable.
Regulations, page 86
7.Please expand your discussion to disclose PRC regulation of the media sector, and of hip-
hop in particular, including whether PRC laws or regulations could prevent the production
or distribution of any of your content or otherwise place restrictions on your events or
advertising.  Please also disclose, if applicable, your potential liability for content
distribution that the PRC government deems to be inappropriate. We note in particular
news reports from 2018 reporting PRC content restrictions relating to hip-hop.  Please
also add risk factor disclosure as appropriate.

Principal Shareholders, page 99
8.According to your beneficial ownership chart Zhuoqin Huang and Joya Enterprises
Limited do not currently hold any Class A Ordinary Shares.  However, your disclosure in
Related Party Transactions notes that on April 28, 2020, 3,566,923 of Mr. Huang's shares
were redesignated as Class A Ordinary Shares.  You provide similar disclosure on page
120 where you state that Joya Enterprises Limited holds 3,566,923 Class A Ordinary
Shares.  Please revise your beneficial ownership disclosure to include Class A Ordinary
shares held by Mr. Huang and Joya Enterprises Limited, or otherwise reconcile the
discrepancy.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 June 4, 2020 Page 4
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
June 4, 2020
Page 4
Consolidated Financial Statements
2. Summary of Significant Accounting Policies
(n) Revenue Recognition, page F-13
9.Please clarify whether your service fees are recognized over time or at a point in time.
For performance obligations satisfied over time, please also clarify the methods you use to
measure progress, if applicable, and why the methods reflect a faithful depiction of the
transfer of the services.  Also, please tell us your consideration of providing the
disclosures in ASC 606-10-50-20.  Finally, please disclose your significant payment
terms.
(z) Recent Accounting Policies, page F-17
10.We note your disclosure that ASU 2018-02 is effective for fiscal years beginning after
December 15, 2018.  As such, please revise to disclose whether or not you elected to
reclassify the income tax effects of the Tax Cuts and Job Act and provide the disclosure
required by ASC 220-10-50-2 or ASC 220-10-50-3.
12. Income Taxes, page F-21
11.We note your disclosure in note 2(q) that deferred tax assets and liabilities are recognized
for the future tax consequences attributable to differences between financial statement
carrying amounts of existing assets liabilities and their tax bases.  Please explain to us
why you have not provided the disclosures required by ASC 740-10-50-2.
14. Ordinary Shares, page F-22
12.It appears from your disclosure that the May 2020 issuance of 1,843,600 shares
is included in the 16,784,911 ordinary shares outstanding as of June 30, 2019.  Please tell
us your basis in GAAP for including such shares in outstanding shares at June 30, 2019.
13.Please disclose the significant terms of the subscription receivable classified as contra
equity in the consolidated balance sheet.
15. Statutory Reserve, page F-22
14.Please tell us your consideration of disclosing the amount of registered capital or the total
statutory reserve appropriation ultimately required.
17. Subsequent Events, page F-23
15.Please disclose the date through which subsequent events have been evaluated and
whether that date is the date the financial statements were issued or were available to be
issued.  Please refer to ASC 855-10-50-1.

 FirstName LastNameZhuoqin Huang
 Comapany NamePop Culture Group Co., Ltd
 June 4, 2020 Page 5
 FirstName LastName
Zhuoqin Huang
Pop Culture Group Co., Ltd
June 4, 2020
Page 5
Interim Financial Statements
Condensed Consolidated Statements of Changes in Shareholders' Equity, page F-28
16.Please tell us why there is a difference in the capital injection from shareholders and the
amount disclosed in cash flows from financing activities for the six months end December
31, 2019.
            You may contact Tony Watson, Staff Accountant at 202-551-3318 or Bill Thompson,
Accounting Branch Chief at 202-551-3344 if you have questions regarding comments on the
financial statements and related matters.  Please contact Scott Anderegg, Staff Attorney at 202-
551-3342 or Erin Jaskot, Legal Branch Chief at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services