Powell Max (NASDAQ: PMAX) sets 1-for-8 reverse split and cuts share cap

Rhea-AI Filing Summary

Powell Max Limited plans to implement a 1-for-8 reverse stock split of its ordinary shares, effective on October 6, 2025, with trading to begin on a split-adjusted basis under the existing symbol PMAX once Nasdaq Operations notice requirements are satisfied.

As part of this action, the company filed an Amended and Restated Memorandum of Association in the British Virgin Islands to reduce its authorized share capital from 100,000,000 ordinary shares to a maximum of 12,500,000 ordinary shares of a single class, with Class A and Class B shares each having a higher par value of US$0.0008 after the change. The reverse split and related capital change were approved by the Board of Directors and do not require shareholder approval under BVI law.

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Equity structure and corporate actions analyst

Powell Max consolidates shares 1-for-8 and cuts authorized stock.

Powell Max Limited is carrying out a 1-for-8 reverse stock split, meaning every eight existing ordinary shares will be combined into one new share. Trading is expected to start on a split-adjusted basis on October 6, 2025 under the same ticker, which mechanically raises the per-share price while reducing the share count.

Concurrently, the company is reducing its authorized capital from 100,000,000 ordinary shares to a maximum of 12,500,000 ordinary shares, and increasing par value to US$0.0008 per share across both Class A and Class B. This aligns the authorized share structure with the reduced issued share count and simplifies the capital setup into a single ordinary share class framework with defined Class A and Class B allocations.

The reverse split and capital changes were approved by the Board of Directors and, under British Virgin Islands law, did not require shareholder approval. Any future impact on liquidity, trading dynamics, or investor perception will depend on how the market responds once split-adjusted trading begins on October 6, 2025.

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 September 2025

Commission File Number: 001-42260

Powell Max Limited

(Exact name of registrant as specified in its charter)

22/F., Euro Trade Centre,

13-14 Connaught Road Central,

Hong Kong

(Address of Principal Executive Office)

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 ☐

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes ☐ No ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-________.

On September 25, 2025, Powell Max Limited (the “Company”) reports that it expects to implement a 1-for-8 reverse stock split effective October 6, 2025, subject to the Company’s satisfaction of Nasdaq Operations notice requirements, with trading to begin on a split-adjusted basis at the market open on that day under the current symbol “PMAX.” The new CUSIP number following the reverse stock split is G7200G118.

In connection with the reverse stock split, the Company filed an Amended and Restated Memorandum of Association, included herewith as Exhibit 3.1, with the Registry of Corporate Affairs of the British Virgin Islands on September 16, 2025 to reduce the authorized number of shares of the Company’s common stock from 100,000,000 shares (comprising (i) 98,000,000 Class A Ordinary Shares with a par value of US$0.0001 each; and (ii) 2,000,000 Class B Ordinary Shares with a par value US$0.0001 each) to maximum of 12,500,000 ordinary shares of a single class with a par value of US$0.0008 each comprising (i) 12,250,000 Class A Ordinary Shares with a par value of US$0.0008 each; and (ii) 250,000 Class B Ordinary Shares with a par value US$0.0008 each), the reduction at the same ratio as its reduction in the issued and outstanding class A ordinary shares and class B ordinary shares. The Board of Directors of the Company approved the reverse stock split on September 15, 2025. No stockholders’ approval of the reverse stock split is required pursuant to BVI law.

The information is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 and shall not be deemed incorporated by reference into any filing made under the Securities Act of 1933, except as expressly set forth by specific reference in such filing.

Exhibit No.		Description
3.1		Amended and Restated Memorandum of Association

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	Powell Max Limited
	By:	/s/ WONG Tsz Kin
		WONG Tsz Kin
		Chief Executive Officer

Date: September 25, 2025

2

FAQ

What reverse stock split did Powell Max Limited (PMAX) announce?

Powell Max Limited expects to implement a 1-for-8 reverse stock split, so every eight existing ordinary shares will be combined into one new share, with trading to begin on a split-adjusted basis on October 6, 2025.

When will Powell Max Limiteds reverse stock split take effect?

The reverse stock split is expected to be effective on October 6, 2025, with PMAX shares starting to trade on a split-adjusted basis at the market open that day, subject to Nasdaq Operations notice requirements.

How is Powell Max Limited changing its authorized share capital in this action?

The company is reducing its authorized ordinary shares from 100,000,000 to a maximum of 12,500,000 ordinary shares of a single class, while maintaining separate Class A and Class B allocations within that total.

What happens to the par value of Powell Max Limited shares after the reverse split?

After the changes, both Class A and Class B Ordinary Shares will have a par value of US$0.0008 each, compared with the prior par value of US$0.0001 per share.

Did Powell Max Limited shareholders need to approve the reverse stock split?

No. The reverse stock split was approved by the Board of Directors, and the company states that no stockholder approval is required for this action under British Virgin Islands law.

Is Powell Max Limited changing its trading symbol because of the reverse split?

No. The company states that its shares will continue to trade under the existing symbol PMAX after the reverse stock split becomes effective.