United States securities and exchange commission logo August 25, 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. 1 to Registration Statement on Form F-3 Filed August 12, 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 July 29, 2022 letter. Amendment No. 1 to 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. Zhuoqin Huang FirstName Pop CultureLastNameZhuoqin Group Co., Ltd Huang Comapany August 25, NamePop 2022 Culture Group Co., Ltd August Page 2 25, 2022 Page 2 FirstName LastName 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