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 April 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-________.
On April 15, 2026, Powell Max Limited (the “Company”)
announced that it will implement a 1-for-10 reverse stock split of its Class A Ordinary Shares, effective as of April 17, 2026 (the “Effective
Date”). The Company’s Class A Ordinary Shares will begin trading on a split-adjusted basis at the market open on the Effective
Date under the ticker symbol “PMAX.” The reverse stock split is intended to increase the market price per share of the Company’s
Class A Ordinary Shares to a level above the US$1.00 minimum bid price requirement for continued listing on the Nasdaq Capital Market.
Following the reverse stock split, the CUSIP number for the Company’s Class A Ordinary Shares will be G7200G126.
Share Reorganization
Background.
Pursuant to the BVI Business Companies Act, 2004 (as amended) and the Company’s memorandum and articles of association, the Board
of Directors (the “Board”) is authorized to effect share combinations and subdivisions by resolution of directors, without
any requirement for shareholder approval. On March 27, 2026, the Board approved a 1-for-8 share combination of all classes of the Company’s
Ordinary Shares. The Company subsequently filed the relevant amended memorandum and articles of association (the “Fifth M&A”)
with the Registrar of Corporate Affairs in the British Virgin Islands (the “Registrar”), which took effect upon registration.
Following that filing, The Board determined that it would be in the best interests of the Company and its shareholders to effect a 1-for-10
share combination rather than a 1-for-8 share combination in order to provide the Company with additional flexibility with respect to
its capital structure and to increase the per-share trading price of the Company’s Class A Ordinary Shares. Accordingly, the Board
achieved the net effect of a 1-for-10 share combination of all classes of Ordinary Shares after the initial 1-for-8 share combination
by completing an 8-for-1 share subdivision and immediately following with a 1-for-10 share combination (such process, the “Share
Reorganization”). This structure was effected to satisfy BVI registry procedures and has no independent economic significance; its
economic and legal effect on shareholders is identical to a direct 1-for-10 share combination of all classes of Ordinary Shares.
Authorized and Issued
Share Capital Prior to the Share Reorganization. Immediately prior to the Share Reorganization, the Company was authorized to
issue a maximum of 550,250,000 Ordinary Shares with a par value of US$0.0008 each. These shares consisted of: (i) 500,000,000 Class A
Ordinary Shares of par value US$0.0008 each (the “Class A Ordinary Shares”); (ii) 250,000 Class B Ordinary Shares of par value
US$0.0008 each (the “Class B Ordinary Shares”); and (iii) 50,000,000 Class C Ordinary Shares of par value US$0.0008 each (the
“Class C Ordinary Shares” and, together with the Class A Ordinary Shares and the Class B Ordinary Shares, the “Ordinary
Shares”).
Completion of Share
Combination. At completion of the Share Reorganization, the Company combined every ten (10) issued and unissued Ordinary Shares
of par value US$0.0008 each into one (1) Ordinary Share of par value US$0.008 each, applied uniformly across all three classes. The aggregate
par value of the authorized share capital was unchanged. Immediately following the Share Reorganization, the Company is authorized to
issue a maximum of 55,025,000 Ordinary Shares of par value US$0.008 each, consisting of: (i) 50,000,000 Class A Ordinary Shares; (ii)
25,000 Class B Ordinary Shares; and (iii) 5,000,000 Class C Ordinary Shares, each of par value US$0.008. The number of issued and outstanding
Class A Ordinary Shares will be reduced from 10,371,518 to approximately 1,037,152, and the number of issued and outstanding Class C
Ordinary Shares will be reduced from 6,781,611 to approximately 678,162, in each case subject to adjustment for fractional shares as
described below. No Class B Ordinary Shares are issued and outstanding immediately prior to the Share Reorganization. The Share Reorganization
affects all shareholders uniformly and will not alter any shareholder’s proportionate equity interest in the Company, except to
the extent of any fractional share adjustments described below.
Split Adjustment; No
Fractional Shares. On the Effective Date, the Class A Ordinary Shares and Class C Ordinary Shares held by each shareholder will
each be automatically converted into the number of whole shares of the applicable class equal to (i) the number of issued and outstanding
shares of that class held by such shareholder immediately prior to the Share Reorganization, divided by (ii) ten (10). No fractional
shares will be issued as a result of the Share Reorganization. Shareholders of record who would otherwise be entitled to receive a fractional
share will instead receive one whole share, rounded up to the nearest whole share. For beneficial holders who hold shares through a brokerage
firm, fractional shares will be rounded up at the participant level.
The foregoing description
of the sixth amended and restated memorandum and articles of association of the Company (the “Sixth M&A”) does not purport
to be complete and is qualified in its entirety by reference to the full text of the Sixth M&A. The Sixth M&A will be filed with
the Registrar in connection with the Share Reorganization; a copy is furnished herewith as Exhibit 3.1 to this Form 6-K Report and is
incorporated herein by reference. The press release issued by the Company on April 15, 2026 announcing the Share Reorganization is furnished
herewith as Exhibit 99.1 to this Form 6-K Report and is incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 3.1 |
|
Sixth Amended and Restated Memorandum and Articles of Association |
| 99.1 |
|
Press Release dated April 15, 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: April 15, 2026 |
Exhibit 99.1
POWELL MAX LIMITED ANNOUNCES 1-FOR-10 SHARE CONSOLIDATION EFFECTIVE
APRIL 17, 2026
Boca Raton, FL, April 15, 2026 (GLOBE NEWSWIRE)
-- Powell Max Limited (Nasdaq: PMAX) (“Powell Max” or the “Company”), a financial communications services
provider, today announced a 1-for-10 share consolidation (the “Share Consolidation”) of all issued and outstanding ordinary
shares, effective at the opening of trading on April 17, 2026. The Share Consolidation is intended to increase the market price per share
of the Company’s Class A Ordinary Shares to a level above the US$1.00 minimum bid price requirement for continued listing on the
Nasdaq Capital Market. The Share Consolidation will be effected pursuant to the Sixth Amended and Restated Memorandum and Articles of
Association. The Company’s Class A Ordinary Shares (the “Class A Ordinary Shares”) will continue to trade on the Nasdaq
Capital Market under the ticker symbol “PMAX” and will be assigned a new CUSIP Number: G7200G126.
Upon effectiveness of the Share Consolidation,
the Company’s authorized share capital will be reduced from 550,250,000 shares to a maximum of 55,025,000 shares, comprised of:
(i) 50,000,000 Class A Ordinary Shares; (ii) 25,000 Class B Ordinary Shares (the “Class B Ordinary Shares”); and (iii) 5,000,000
Class C Ordinary Shares (the “Class C Ordinary Shares”), each with a par value of US$0.008. The Share Consolidation will reduce
the number of issued and outstanding Class A Ordinary Shares from 10,371,518 to approximately 1,037,152, and the number of issued and
outstanding Class C Ordinary Shares will be reduced from 6,781,611 to approximately 678,162, in each case subject to adjustment for fractional
shares as described below. No Class B Ordinary Shares are issued and outstanding immediately prior to the Share Reorganization.
As a result of the Share Consolidation, the
Class A Ordinary Shares and Class C Ordinary Shares held by each shareholder will each be automatically converted into the number of whole
shares of the applicable class equal to (i) the number of issued and outstanding shares of that class held by such shareholder immediately
prior to the Share Consolidation, divided by (ii) ten (10), without any action on the part of the shareholders. No fractional shares will
be issued as a result of the Share Consolidation. Shareholders of record who would otherwise be entitled to receive a fractional share
will instead receive one whole share, rounded up to the nearest whole share. For beneficial holders who hold shares through a brokerage
firm, fractional shares will be rounded up at the participant level.
About Powell Max Limited
Powell Max Limited is a financial communications
services provider headquartered in Hong Kong. The Company maintains a U.S. subsidiary incorporated in Delaware, with corporate staff located
in Boca Raton, Florida. 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 forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements
regarding the Share Consolidation and its anticipated effects on the Company’s share structure and trading. Words such as “will,”
“expects,” “believes,” “intends,” and similar expressions are intended to identify forward-looking
statements. Forward-looking statements are subject to inherent uncertainties, and actual results could differ materially from those described
herein due to certain risk factors detailed in the Company’s filings with the United States Securities and Exchange Commission (the
“SEC”). Investors are encouraged to carefully review the cautionary statements and risk disclosures, including those under
the heading “Risk Factors” in the Company’s most recent annual report on Form 20-F and other reports filed 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 required by applicable law.
Investors Contact:
IR@PMAXltd.com
