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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
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of March 2024
Commission file number: 001-40543
Pop Culture Group Co., Ltd
3rd Floor, No. 168 Fengqi Road
Jimei District, Xiamen City, Fujian Province
The 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 ☐
Entry into Material Definitive Agreements
On March 19, 2024, Pop Culture Group Co., Ltd. (the “Company”) entered into a series of subscription agreements (collectively, the “Subscription Agreements”) with three purchasers, each an unrelated third party to the Company (collectively, the “Purchasers”). Pursuant to the Subscription Agreements, the Purchasers agreed to subscribe for and purchase, and the Company agreed to issue and sell to the Purchasers, an aggregate of 1,500,000 Class A ordinary shares of the Company, par value $0.01 per share (the “Shares”), at a purchase price of $2.86 per share, and for an aggregate purchase price of $4,290,000 (the “Offering”). The Shares were offered under the Company’s registration statement on Form F-3 (File No. 333-266130), initially filed with the U.S. Securities and Exchange Commission on July 14, 2022 and declared effective on November 18, 2022 (the “Registration Statement”). A prospectus supplement to the Registration Statement in connection with this Offering was filed with the U.S. Securities and Exchange Commission on March 19, 2024. The Subscription Agreements, the transactions contemplated thereby, and the issuance of the Shares have been approved by the Company’s board of directors.
The Company expects to receive gross proceeds of approximately $4,290,000 from the issuance and sale of the Shares and expects the settlement thereof to occur in accordance with the terms of the Subscription Agreements. The closing of the transactions contemplated by the Subscription Agreements took place on March 21, 2024, in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended.
The foregoing description of the Subscription Agreements is qualified in its entirety by reference to the full text of the Form of Subscription Agreement, which is filed as Exhibit 10.1 to this Form 6-K and is incorporated herein by reference.
Exhibits
| Exhibit No. | Description | |
| 5.1 | Opinion of Ogier (Cayman) LLP | |
| 10.1 | Form of Subscription Agreement | |
| 23.2 | Consent of Ogier (Cayman) LLP (included in Exhibit 5.1) |
SIGNATURES
Pursuant to the requirements of the Securities and 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: March 21, 2024 | By: | /s/ Zhuoqin Huang |
| Zhuoqin Huang | ||
| Chief Executive Officer,
Director, and Chairman of the Board of Directors |
2
Exhibit 5.1
| Pop Culture Group Co., Ltd | D +1 345 815 1749 | |
| Harney Fiduciary (Cayman) Limited | E tommy.tuohy@ogier.com | |
| 4th Floor, Harbour Place | ||
| 103 South Church Street | Reference: 427082.00001/TTU | |
| P.O. Box 10240 | ||
| Grand Cayman KY1-1002 | ||
| Cayman Islands | ||
| 21 March 2024 |
Pop Culture Group Co., Ltd (the Company)
We have been requested to provide you with an opinion on matters of Cayman Islands law in connection with the Company’s registration statement on Form F-3, including all amendments or supplements thereto, including the supplement dated on or about the date hereof, filed with the United States Securities and Exchange Commission (the Commission) under the United States Securities Act of 1933 (the Act), as amended, (including its exhibits, the Registration Statement) related to the offering and sale of up to 1,500,000 Class A ordinary shares of the Company with a par value of US$0.01 each (the Class A Ordinary Shares).
This opinion is given in accordance with the terms of the Legal Matters section of the Registration Statement.
A reference to a Schedule is a reference to a schedule to this opinion and the headings herein are for convenience only and do not affect the construction of this opinion.
| 1 | Documents examined |
For the purposes of giving this opinion, we have examined the corporate and other documents and conducted the searches listed in Schedule 1. We have not made any searches or enquiries concerning, and have not examined any documents entered into by or affecting the Company or any other person, save for the searches, enquiries and examinations expressly referred to in Schedule 1.
|
Ogier (Cayman) LLP 89 Nexus Way Camana Bay Grand Cayman, KY1-9009 Cayman Islands
T +1 345 949 9876 F +1 345 949 9877 ogier.com |
A list of Partners may be inspected on our website |
Pop Culture Group Co., Ltd
21 March 2024
| 2 | Assumptions |
In giving this opinion we have relied upon the assumptions set forth in 7 without having carried out any independent investigation or verification in respect of those assumptions.
| 3 | Opinions |
On the basis of the examinations and assumptions referred to above and subject to the qualifications set forth in Schedule 3 and the limitations set forth below, we are of the opinion that:
Corporate status
| (a) | The Company has been duly incorporated as an exempted company with limited liability and is validly existing and in good standing with the Registrar of Companies of the Cayman Islands (the Registrar). |
Corporate power
| (b) | The Company has all requisite power under the Memorandum and Articles (as defined in Schedule 1) to issue the Class A Ordinary Shares, to execute and deliver the Documents (as defined in Schedule 1) and to perform its obligations, and exercise its rights, under such documents. |
Corporate authorisation
| (c) | The Company has taken all requisite corporate action to authorise: |
| (i) | the issuance of the Class A Ordinary Shares; and |
| (ii) | the execution and delivery of the Documents and the performance of its obligations, and the exercise of its rights, under such documents. |
Shares
| (d) | The Class A Ordinary Shares to be offered and issued by the Company as contemplated by the Registration Statement, when issued by the Company upon: |
| (i) | payment in full of the consideration as set out in the Registration Statement and each Document (as defined in Schedule 1) and in accordance with the terms set out in the Registration Statement and each Document and in accordance with the Memorandum and Articles of Association; and |
| (ii) | the entry of those Class A Ordinary Shares as fully paid on the register of members of the Company, |
shall be validly issued, fully paid and non-assessable.
Pop Culture Group Co., Ltd
21 March 2024
| 4 | Matters not covered |
We offer no opinion:
| (a) | as to any laws other than the laws of the Cayman Islands, and we have not, for the purposes of this opinion, made any investigation of the laws of any other jurisdiction, and we express no opinion as to the meaning, validity, or effect of references in the Documents to statutes, rules, regulations, codes or judicial authority of any jurisdiction other than the Cayman Islands; |
| (b) | except to the extent that this opinion expressly provides otherwise, as to the commercial terms of, or the validity, enforceability or effect of the documents reviewed (or as to how the commercial terms of such documents reflect the intentions of the parties), the accuracy of representations, the fulfilment of warranties or conditions, the occurrence of events of default or terminating events or the existence of any conflicts or inconsistencies among the documents and any other agreements into which the Company may have entered or any other documents; or |
| (c) | as to whether the acceptance, execution or performance of the Company’s obligations under the documents reviewed by us will result in the breach of or infringe any other agreement, deed or document (other than the Memorandum and Articles of Association) entered into by or binding on the Company. |
| 5 | Governing law of this opinion |
| 5.1 | This opinion is: |
| (a) | governed by, and shall be construed in accordance with, the laws of the Cayman Islands; |
| (b) | limited to the matters expressly stated in it; and |
| (c) | confined to, and given on the basis of, the laws and practice in the Cayman Islands at the date of this opinion. |
| 5.2 | Unless otherwise indicated, a reference to any specific Cayman Islands legislation is a reference to that legislation as amended to, and as in force at, the date of this opinion. |
| 6 | Consent |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and also consent to the reference to this firm in the Registration Statement under the heading “Legal Matters”. In the giving of our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the Rules and Regulations of the Commission thereunder.
| Yours faithfully | |
| /s/ Ogier (Cayman) LLP | |
| Ogier (Cayman) LLP |
Pop Culture Group Co., Ltd
21 March 2024
SCHEDULE 1
Documents examined
Corporate and other documents
| 1 | The Certificate of Incorporation of the Company dated 3 January 2020 issued by the Registrar. |
| 2 | The amended and restated memorandum and articles of association of the Company adopted by special resolution passed on 5 February 2024 (the Memorandum and Articles). |
| 3 | A Certificate of Good Standing dated 14 March 2024 (the Good Standing Certificate) issued by the Registrar in respect of the Company. |
| 4 | A certificate dated on the date hereof as to certain matters of fact signed by a director of the Company in the form annexed hereto (the Director’s Certificate), having attached to it a copy of the written resolutions of the directors of the Company passed on 12 March 2024 (the Resolutions). |
| 5 | The Register of Writs maintained by the office of the Clerk of Courts in the Cayman Islands as inspected by us on 20 March 2024 (the Register of Writs). |
| 6 | A draft supplement to the Registration Statement relating to the Takedown. |
| 7 | Drafts of the form of the following agreements: |
| (a) | a subscription agreement between the Company and Su Caisen, pursuant to which Su Caisen shall subscribe for and the Company shall issue 500,000 Class A Ordinary Shares of par value US$0.01 each at a purchase price of US$2.86 per share (US$1,430,000 in aggregate); |
| (a) | a subscription agreement between the Company and Chen Xiaoyan, pursuant to which Chen Xiaoyan shall subscribe for and the Company shall issue 500,000 Class A Ordinary Shares of par value US$0.01 each at a purchase price of US$2.86 per share (US$1,430,000 in aggregate); and |
| (b) | a subscription agreement between the Company and Zhang Hongmei, pursuant to which Zhang Hongmei shall subscribe for and the Company shall issue 500,000 Class A Ordinary Shares of par value US$0.01 each at a purchase price of US$2.86 per share (US$1,430,000 in aggregate), |
(each a Document and together, the Documents).
Pop Culture Group Co., Ltd
21 March 2024
SCHEDULE 2
Assumptions
Assumptions of general application
| 1 | All original documents examined by us are authentic and complete. |
| 2 | All copy documents examined by us (whether in facsimile, electronic or other form) conform to the originals and those originals are authentic and complete. |
| 3 | All signatures, seals, dates, stamps and markings (whether on original or copy documents) are genuine. |
| 4 | Each of the Good Standing Certificate and the Director’s Certificate is accurate and complete as at the date of this opinion. |
| 5 | Where any Document has been provided to us in draft or undated form, that Document has been executed by all parties in materially the form provided to us and, where we have been provided with successive drafts of a Document marked to show changes from a previous draft, all such changes have been accurately marked. |
Status, authorisation and execution
| 6 | Each of the parties to the Documents other than the Company is duly incorporated, formed or organised (as applicable), validly existing and in good standing under all relevant laws. |
| 7 | Each Document has been duly authorised, executed and unconditionally delivered by or on behalf of all parties to it in accordance with all applicable laws (other than, in the case of the Company, the laws of the Cayman Islands). |
| 8 | In authorising the execution and delivery of the Documents by the Company, the exercise of its rights and performance of its obligations under the Documents, each of the directors of the Company has acted in good faith with a view to the best interests of the Company and has exercised the standard of care, diligence and skill that is required of him or her. |
| 9 | Each Document has been duly executed and unconditionally delivered by the Company in the manner authorised in the Resolutions. |
Pop Culture Group Co., Ltd
21 March 2024
Enforceability
| 10 | None of the opinions expressed herein will be adversely affected by the laws or public policies of any jurisdiction other than the Cayman Islands. In particular, but without limitation to the previous sentence: |
| (a) | the laws or public policies of any jurisdiction other than the Cayman Islands will not adversely affect the capacity or authority of the Company; and |
| (b) | neither the execution or delivery of the Documents nor the exercise by any party to the Documents of its rights or the performance of its obligations under them contravene those laws or public policies. |
| 11 | There are no agreements, documents or arrangements (other than the documents expressly referred to in this opinion as having been examined by us) that materially affect or modify the Documents or the transactions contemplated by them or restrict the powers and authority of the Company in any way. |
| 12 | None of the transactions contemplated by the Documents relate to any shares, voting rights or other rights that are subject to a restrictions notice issued pursuant to the Companies Act (Revised) (the Companies Act) of the Cayman Islands. |
Share Issuance
| 13 | The Class A Ordinary Shares shall be issued at an issue price in excess of the par value thereof. |
Pop Culture Group Co., Ltd
21 March 2024
SCHEDULE 3
Qualifications
Good Standing
| 1 | Under the Companies Act annual returns in respect of the Company must be filed with the Registrar, together with payment of annual filing fees. A failure to file annual returns and pay annual filing fees may result in the Company being struck off the Register of Companies, following which its assets will vest in the Financial Secretary of the Cayman Islands and will be subject to disposition or retention for the benefit of the public of the Cayman Islands. |
| 2 | In good standing means only that as of the date of the Good Standing Certificate the Company is up-to-date with the filing of its annual returns and payment of annual fees with the Registrar. We have made no enquiries into the Company's good standing with respect to any filings or payment of fees, or both, that it may be required to make under the laws of the Cayman Islands other than the Companies Act. |
Limited liability
| 3 | We are not aware of any Cayman Islands authority as to when the courts would set aside the limited liability of a shareholder in a Cayman Islands company. Our opinion on the subject is based on the Companies Act and English common law authorities, the latter of which are persuasive but not binding in the courts of the Cayman Islands. Under English authorities, circumstances in which a court would attribute personal liability to a shareholder are very limited, and include: (a) such shareholder expressly assuming direct liability (such as a guarantee); (b) the company acting as the agent of such shareholder; (c) the company being incorporated by or at the behest of such shareholder for the purpose of committing or furthering such shareholder’s fraud, or for a sham transaction otherwise carried out by such shareholder. In the absence of these circumstances, we are of the opinion that a Cayman Islands’ court would have no grounds to set aside the limited liability of a shareholder. |
Non-Assessable
| 4 | In this opinion, the phrase “non-assessable” means, with respect to the Class A Ordinary Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Class A Ordinary Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil). |
Register of Writs
| 5 | Our examination of the Register of Writs cannot conclusively reveal whether or not there is: |
| (a) | any current or pending litigation in the Cayman Islands against the Company; or |
| (b) | any application for the winding up or dissolution of the Company or the appointment of any liquidator, trustee in bankruptcy or restructuring officer in respect of the Company or any of its assets, |
as notice of these matters might not be entered on the Register of Writs immediately or updated expeditiously or the court file associated with the matter or the matter itself may not be publicly available (for example, due to sealing orders having been made). Furthermore, we have not conducted a search of the summary court. Claims in the summary court are limited to a maximum of CI $20,000.
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Exhibit 10.1
Subscription Agreement
This subscription agreement (this “Subscription”) is dated ______, 2024, by and between the investor identified on the signature page hereto (the “Investor”) and Pop Culture Group Co., Ltd, a Cayman Islands company (the “Company”). The parties agree as follows:
1. Subscription. Investor agrees to buy and the Company agrees to sell to Investor such number of the Company’s Class A ordinary shares, par value $0.01 per share (the “Shares”), as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share as set forth on the signature page hereto. The Shares are being registered for sale pursuant to a currently effective shelf registration statement on Form F-3, as amended (Registration No. 333-266130) (the “Registration Statement”). The Registration Statement was declared effective by the Securities and Exchange Commission (the “Commission”) on November 18, 2022. A prospectus supplement (the “Prospectus Supplement”) will be filed with the Commission and delivered to the Investor as required by law. The Shares are being self-underwritten and offered by the Company on a “best efforts” basis, with a price equal to $2.86. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the base prospectus contained in the Registration Statement and the Prospectus Supplement, at the Closing (i) the Investor shall pay the Purchase Price to the Company for the Shares to be issued and sold to such Investor, by wire transfer of immediately available funds per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor (A) through the facilities of The Depository Trust Company’s DRS system in accordance with the instructions set forth on the signature page attached hereto under the heading “DRS Instructions,” or (B) if requested by the Investor on the signature page hereto or if the Company is unable to make the delivery through the facilities of The Depository Trust Company’s DRS system, through the book-entry delivery of Shares on the books and records of the Company’s transfer agent. If delivery is made by book entry on the books and records of the transfer agent, the Company shall send written confirmation of such delivery to the Investor at the address indicated on the Signature Page hereof. No fractional Shares shall be purchased and any excess funds representing fractional Shares shall be returned to the Investor. By payment of the Shares, the Investor acknowledges receipt of the Registration Statement, any amendment to the Registration Statement, and the Prospectus Supplement, the terms of which govern the investment in the Shares.
2. Miscellaneous. All questions concerning the construction, validity, enforcement and interpretation of this Subscription shall be governed by the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York. This Subscription may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format. All communications hereunder, except as otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as Federal Express, or sent via facsimile or e-mail transmission, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing (i) to the Company: as set forth on the signature page hereto and (ii) to the Investor: as set forth on the signature page hereto. All notices hereunder shall be effective upon receipt by the party to which it is addressed.
[Signature Page Follows]
If the foregoing correctly sets forth our agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription.
| Number of Shares: _______________ | Pop Culture Group Co., Ltd | |
| Purchase Price per Share: $_______________ | By: | |
| Aggregate Purchase Price: $__________________ | Name: | Zhuoqin Huang |
| Title: | Chief Executive Officer | |
| Address Notice: | 3rd Floor, No. 168 Fengqi Road Jimei District, Xiamen City, Fujian Province, The People’s Republic of China |
| By: |
| By: |
| INVESTOR: | [Issuer Notice Information] |
Select method of delivery of Shares: DRS or DWAC (Check One)
| DWAC DELIVERY INSTRUCTIONS: |
| 1. | Name of DTC Participant (broker dealer at which the account | ||
| or accounts to be credited with the Shares are maintained): | |||
| 2. | DTC Participant Number: | ||
| 3. | Name of Account at DTC Participant being credited with the Shares: | ||
| 4. | Account Number of DTC Participant being credited with the Shares: | ||
___________ DRS ELECTRONIC BOOK ENTRY CONFIRMATION (hold shares at transfer agent) Delivery Instructions:
Name in which Shares should be issued: ____________
Address for Shareholder: _________________; Attention: _____________________________________
Telephone No.: ____
WIRE PAYMENT INSTRUCTIONS:
ABA Routing No:
SWIFT Code:
Bank Name:
Bank Address:
Beneficiary Account Name:
Beneficiary Account No:
Beneficiary Address:
Please email back the completed Subscription to: