SEC Form SC 13G filed by Pop Culture Group Co. Ltd

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No.  )*

Pop Culture Group Co., Ltd

(Name of Issuer)

Class A ordinary shares, par value $0.001 per share

(Title of Class of Securities)

G71700 101 

(CUSIP Number)

December 31, 2021

(Date of Event Which Requires Filing of This Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

ITEM 1.

(a) Name of Issuer: Pop Culture Group Co., Ltd

(b) Address of Issuer’s Principal Executive Offices: Room 102, 23-1 Wanghai Road, Xiamen Software Park Phase 2, Siming District, Xiamen City, Fujian Province, the People’s Republic of China 

ITEM 2.

2(a) Name of Person Filing:

Bofeng Holdings Limited

Chunxiao Cui

The shares reported herein are directly held by Bofeng Holdings Limited. Chunxiao Cui is the sole shareholder of Bofeng Holdings Limited. Accordingly, Chunxiao Cui may be deemed to indirectly beneficially own the securities of the Issuer held by Bofeng Holdings Limited.

2(b) Address of Principal Business Office, or if None, Residence:

Address of Bofeng Holdings Limited: OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

Business address of Chunxiao Cui: OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands.

2(c) Citizenship:

Bofeng Holdings Limited: British Virgin Islands.

Chunxiao Cui: People’s Republic of China

2(d) Title of Class of Securities:

Class A ordinary shares, par value $0.001 per share

2(e) CUSIP Number:

G71700 101 

ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SS.240.13d-1(b) OR 240.13d-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:

Not Applicable.

ITEM 4. OWNERSHIP.

The information requested in these paragraphs is incorporated herein by reference to the cover pages to this Schedule 13G.

ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

Not applicable.

ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.

Not applicable.

ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.

Not applicable.

ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.

Not applicable.

ITEM 9. NOTICE OF DISSOLUTION OF GROUP.

Not applicable.

ITEM 10. CERTIFICATIONS.

Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 11, 2022

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

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