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. 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, FirstName LastNameZhuoqin Huang Division of Corporation Finance Comapany NamePop Culture Group Co., Ltd Office of Trade & Services September 13, 2022 Page 2 cc: Ying Li FirstName LastName