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