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 |
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
