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 February 2026
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-________.
EXPLANATORY NOTE
Nasdaq Deficiency Notice
Powell Max Limited (the “Company” or
“Powell Max”), a financial communications services provider headquartered in Hong Kong, announced that on February 5,
2026 it received a notification from The Nasdaq Stock Market LLC (“Nasdaq”) stating that, due to the resignation of Ms. Lee
Chern Koay from the Company’s board of directors and audit committee effective December 31, 2025, the Company no longer meets certain
Nasdaq corporate governance requirements, specifically the independent director and audit committee composition rules under Nasdaq Listing
Rule 5605(c)(2) and related provisions, which require an audit committee composed of at least three independent directors.
Nasdaq has provided the Company with a cure period
under the applicable listing rules, granting the Company until the earlier of its next annual shareholders’ meeting or December
31, 2026 (and, if the next annual meeting occurs before June 29, 2026, then no later than June 29, 2026) to regain compliance by submitting
to Nasdaq documentation, including biographies of any new directors, evidencing compliance.
On January 30, 2026, the Company’s board
of directors appointed four new independent directors and on February 6, 2026, the Company’s board of directors reconstituted the
audit committee to consist of three independent directors, each of whom satisfies the independence requirements of Nasdaq Listing Rule
5605(a)(2) and the heightened independence and financial literacy requirements of Nasdaq Listing Rule 5605(c)(2). As a result, the Company
believes it has regained compliance with the applicable Nasdaq corporate governance requirements. The Company has notified Nasdaq of the
foregoing and intends to continue to monitor its compliance with all applicable listing standards.
On February 11, 2026, the Company issued a press
release announcing the above referenced notice. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated herein
by reference.
Cautionary Note Regarding Forward-Looking Statements
This Form 6-K contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). Forward-looking statements include, without limitation, statements regarding the financial position,
financial performance, business strategy, expectations of our business and the plans and objectives of management for future operations.
These statements constitute projections, forecasts and forward-looking statements, and are not guarantees of performance. Such statements
can be identified by the fact that they do not relate strictly to historical or current facts. When used in this report, forward-looking
statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,”
“designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of
historical facts. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances,
including any underlying assumptions, are forward-looking statements. Forward-looking statements are subject to known and unknown risks
and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those
expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking
statements for many reasons, including the factors discussed under the “Risk Factors” section in the Company’s annual
report on Form 20-F filed with the U.S. Securities and Exchange Commission. These forward-looking statements are based on information
available as of the date of this report, and expectations, forecasts and assumptions as of that date, involve a number of judgments, risks
and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date,
and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were
made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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 INDEX
| Exhibit No. |
|
Description |
| 99.1 |
|
Press Release dated February 11, 2026 |
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/ Geordan Pursglove |
| |
|
Geordan Pursglove |
| |
|
Chief Executive Officer |
Date: February 11, 2026
Exhibit 99.1
Powell Max Limited Receives Nasdaq Notice Regarding Continued Listing
Compliance
HONG KONG, February 11, 2026 (GLOBE NEWSWIRE) -- Powell Max
Limited (Nasdaq: PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered
in Hong Kong, announced that on February 5, 2026 it received a notification from The Nasdaq Stock Market LLC (“Nasdaq”)
stating that, due to the resignation of Ms. Lee Chern Koay from the Company’s board of directors and audit committee effective December
31, 2025, the Company no longer meets certain Nasdaq corporate governance requirements, specifically the independent director and audit
committee composition rules under Nasdaq Listing Rule 5605(c)(2) and related provisions, which require an audit committee composed of
at least three independent directors.
Nasdaq has provided the Company with a cure period under the applicable
listing rules, granting the Company until the earlier of its next annual shareholders’ meeting or December 31, 2026 (and, if the
next annual meeting occurs before June 29, 2026, then no later than June 29, 2026) to regain compliance by submitting to Nasdaq documentation,
including biographies of any new directors, evidencing compliance.
On January 30, 2026, the Company’s board of directors appointed
four new independent directors and on February 6, 2026, the Company’s board of directors reconstituted the audit committee to consist
of three independent directors, each of whom satisfies the independence requirements of Nasdaq Listing Rule 5605(a)(2) and the heightened
independence and financial literacy requirements of Nasdaq Listing Rule 5605(c)(2). As a result, the Company believes it has regained
compliance with the applicable Nasdaq corporate governance requirements. The Company has notified Nasdaq of the foregoing and intends
to continue to monitor its compliance with all applicable listing standards.
The notice has no immediate effect on the listing of the Company’s
Class A ordinary shares, which will continue to trade on the Nasdaq Capital Market under the symbol “PMAX.”
About Powell Max Limited
Powell Max Limited is a financial communications services
provider headquartered in Hong Kong. The Company engages in the provision of financial communications services that support capital
market compliance and transaction needs for corporate clients and their advisors in Hong Kong. Its financial communications services
cover a full range of financial printing, corporate reporting, communications and language support services from inception to completion,
including typesetting, proofreading, translation, design, printing, electronic reporting, newspaper placement and distribution. The Company’s
clients consist of domestic and international companies listed in Hong Kong, together with companies who are seeking to list in Hong
Kong, as well as their advisors.
Forward-Looking Statements
This press release contains certain forward-looking statements, including
statements with regard to the Company’s plan to regain compliance with the Nasdaq corporate governance requirements. Words such
as “will,” “future,” “expects,” “believes,” and “intends,” or similar expressions,
are intended to identify forward-looking statements. Forward-looking statements are subject to inherent uncertainties in predicting future
results and conditions. Actual results could differ materially from those described in these forward-looking statements due to certain
risk factors detailed in the Company's filings with the United States Securities and Exchange Commission (the “SEC”).
You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the
heading “Risk Factors” in our most recent annual report on the form 20-F and other reports and documents that we file from
time to time with the SEC. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required by law.
The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise, except as may be required by law.
For investor and media inquiries, please contact:
Company Info:
Powell Max Limited
Investor Relations ir@janfp.com (852) 2158 2888
