Powell Max agrees to issue shares equal to 19.99%
After closing, the agreement restricts Blackrod and its members from soliciting or negotiating competing proposals for 12 months, unless terminated earlier.
Rhea-AI Filing Summary
Powell Max Ltd (PMAX) entered into a share exchange agreement under which Blackrod Holdings, LLC will issue Powell Max newly issued membership units representing 1.5% of Blackrod’s total equity after issuance. In exchange, Powell Max will issue Class A ordinary shares equal to 19.99% of its Class A shares outstanding immediately before closing. Based on 1,308,311 Class A shares outstanding as of September 23, 2026, and assuming no change before closing, the exchange would issue approximately 261,531 shares.
Closing is subject to satisfaction or waiver of conditions, including governmental consents and approvals. Ten percent of the Exchanged PubCo Shares will be held in escrow for 18 months as security for indemnification obligations. The parties intend to negotiate a separate merger agreement with estimated enterprise value of $200 million to $250 million; no definitive merger agreement has been executed, and there is no assurance the parties will enter one or complete the proposed merger on the contemplated terms or at all. After closing, Blackrod and its members are restricted from soliciting or negotiating competing proposals for 12 months, unless the agreement ends earlier. Powell Max also agreed to a separate 60-day no-solicitation covenant, subject to a fiduciary-out and matching right.
Filing Explained
Separately, facility-related borrowing and acquisition discussions remain prospective; the filing describes no completed facility, note, or Rockwell-equity transaction.
Although the September 28 release says Powell Max “has initially acquired” a minority stake, the agreement says the exchange shares are to be issued at closing, which remains subject to conditions. Until closing, the contemplated new shares have not issued; if issued, they would reduce existing holders’ percentage ownership, absent offsetting changes.
Separately, Blackrod told Powell Max it believes Rockwell will borrow from an affiliate of a holder of Powell Max Class C shares, repay an existing loan, and give the lender a note and leasehold mortgage securing a first-priority interest in the manufacturing facility. The company, Rockwell and the lender have also held preliminary discussions about a possible acquisition of the facility, the loan instruments or Rockwell’s equity; the filing says there is no assurance any such transaction will occur.
Key Figures
Key Terms
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FAQ
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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 2026
Commission File Number: 001-42260
Powell Max Limited
(Exact name of registrant as specified in its charter)
6501 Park of Commerce Blvd, Suite 200
Boca Raton, FL 33487
(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-________.
Item 1.01. Entry into a Material Definitive Agreement.
On September 25, 2026, Powell Max Limited (“Powell Max” or the “Company”) entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Blackrod Holdings, LLC, a Delaware limited liability company (“Blackrod”), which operates under the name “Remington Firearms,” and its members, Ironcrest Equity Holdings, LLC and Roundhill Investment Group, Inc. (collectively, the “Members”).
Pursuant to the Share Exchange Agreement, Blackrod will issue to the Company newly issued membership units representing 1.5% of the total issued and outstanding equity of Blackrod (after giving effect to such issuance) (the “Exchanged Company Shares”).
In exchange, the Company will issue to Blackrod newly issued Class A ordinary shares, par value US$0.008 per share, equal to 19.99% of the total Class A Ordinary Shares outstanding immediately prior to closing (the “Exchanged PubCo Shares”).
Based on 1,308,311 Class A Ordinary Shares outstanding as of the measurement date of September 23, 2026, and assuming no change in the number of Class A Ordinary Shares outstanding prior to closing, the transaction would result in the issuance of approximately 261,531 new Class A Ordinary Shares to Blackrod. The closing of the Share Exchange is subject to the satisfaction or waiver of the conditions set forth in the Share Exchange Agreement, including specified governmental consents and approvals.
Ten percent of the Exchanged PubCo Shares (the “Indemnity Shares”) will be withheld and held in escrow for 18 months as security for indemnification obligations.
The parties intend to negotiate a separate definitive Merger Agreement providing for Blackrod to merge with and into the Company or a wholly owned subsidiary of the Company. The Merger Consideration is estimated at an enterprise value ranging between $200 million and $250 million. No definitive Merger Agreement has been executed, and there can be no assurance that the parties will enter into a Merger Agreement or consummate the proposed merger on the currently contemplated terms or at all.
Blackrod is in the business of manufacturing, marketing and selling firearms and related products under the name “Remington.”
The Share Exchange Agreement includes an “Interim Period” from the closing of the Share Exchange through the earliest of the closing of the merger, termination of the Share Exchange Agreement or 12 months after closing. The parties also agreed to certain covenants, including ordinary-course and transfer restrictions during the Interim Period, a no-solicitation covenant applicable to Blackrod and its members through 12 months following the Closing Date, and a separate 60-day no-solicitation covenant applicable to the Company, subject to a fiduciary-out and matching right.
The issuance of the Exchanged PubCo Shares is intended to be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and Regulation D thereunder. The Share Exchange Agreement is governed by the laws of the State of Delaware.
The foregoing description of the Share Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Share Exchange Agreement, which is filed herewith as Exhibit 10.1 to this Form 6-K Report and is incorporated herein by reference. The investor presentation is furnished herewith as Exhibit 99.2 and is incorporated herein by reference.
An affiliate of Blackrod, Rockwell One Holdings, LLC (“Rockwell”), is the tenant under a lease with the Development Authority of LaGrange, as landlord, for real property in LaGrange, Georgia where Blackrod manufactures and assembles its firearms (the “Manufacturing Facility”). Blackrod has informed the Company that it believes Rockwell, which is under common control with Blackrod, will enter into an agreement whereby Rockwell will borrow funds from an affiliate of one of the holders of the Company’s Class C Ordinary Shares (the “Affiliate”). In connection with such transaction, Rockwell will pay off an existing loan it has and issue to the Affiliate a promissory note and leasehold mortgage thereby providing the Affiliate with a first priority security interest in the Manufacturing Facility. In addition, the Company, Rockwell and the Affiliate have had preliminary discussions on one or more potential transactions, including, but not limited to, the Affiliate or the Company acquiring (i) the Manufacturing Facility, (ii) the new promissory note and leasehold mortgage from the Affiliate, or (iii) the equity interests of Rockwell. However, there can be no assurance that such potential transaction will materialize, if at all.
Item 8.01. Other Events.
On September 28, 2026, the Company issued a press release. A copy of the press release is furnished hereto as Exhibit 99.1 and incorporated herein by reference.
EXHIBIT INDEX
| Exhibit No. | Description | |
| 10.1 | Share Exchange Agreement, dated September 25, 2026, among Powell Max Limited, Blackrod Holdings, LLC, and the Members | |
| 99.1 | Press Release dated September 28, 2026 | |
| 99.2 | Investor Presentation |
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/ Geordan Pursglove | |
| Geordan Pursglove | ||
| Chief Executive Officer | ||
| Date: September 28, 2026 | ||
2
Exhibit 99.1
Powell Max Limited Acquires Stake in Parent Company of the Iconic Remington Firearms Brand
Agreement Provides an Exclusive 12-Month period to acquire Majority Ownership of the Remington Firearms Business
Boca Raton, FL, Sept. 28, 2026 (GLOBE NEWSWIRE) -- Powell Max Limited (Nasdaq: PMAX) (“Powell Max” or the “Company”), today announced that it has signed a share exchange agreement with Blackrod Holdings, LLC, the parent company of Remington Firearms. The agreement marks a significant step in PMAX’s strategy to expand into new markets and pursue opportunities for growth.
In connection with the transaction, PMAX has initially acquired a minority stake in Blackrod and the agreement establishes an exclusivity period to pursue a larger business combination. The parties intend to negotiate a definitive agreement under which PMAX would acquire the remaining ownership interests in Blackrod.
“Remington is one of the most recognizable names in the firearms industry, with a legacy that resonates with generations of customers,” said Geordan Pursglove, Chairman and Chief Executive Officer of PMAX. “This agreement reflects our commitment to pursuing transactions that we believe will create long-term shareholder value. We see tremendous potential in the combination of Remington’s brand recognition, experienced management team and rich history, and we are excited to be part of the business’s next phase of growth. We look forward to working closely with Blackrod’s team during the exclusivity period to continue due diligence and negotiate the larger transaction that we believe will benefit both companies and their shareholders. We are excited by what this opportunity could mean for PMAX’s future.”
“We’re very pleased to be working with PMAX and excited about the opportunities ahead,” said Todd McCoig, President of Remington Firearms. “The Remington brand has a proud history and an enduring connection with generations of customers, and we believe this relationship can help position the company for continued growth and long-term success.”
Both parties have agreed to negotiate in good faith toward a definitive agreement for PMAX to acquire the remaining ownership interests in Blackrod. The parties are working together toward that goal and are enthusiastic about the opportunity ahead. While completion of a larger transaction is subject to further negotiation and cannot be assured, this signed agreement provides an exclusive period for the parties to pursue it. Blackrod and its members are restricted from soliciting or negotiating competing acquisition proposals for the 12 months after this initial closing, unless the agreement is terminated earlier. PMAX looks forward to sharing updates as the parties make progress.
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 certain forward-looking statements, including statements with regard to the Company’s proposed acquisition of Blackrod Holdings, LLC, the expected timing and completion of due diligence and the definitive agreement, the anticipated working capital funding, the availability of financing, and the expected benefits of the transaction. 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 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.
Investors Contact:
IR@PMAXltd.com
Exhibit 99.2
• ® Firearms Blackrod Holdings, LLC
Important Disclaimers The information contained in this document is provided for informational purposes only and speaks only as of the date hereof, unless otherwise indicated. Certain information contained herein has been obtained from third-party sources or other information believed to be reliable. Unless otherwise indicated, such information has not been independently verified, and no representation or warranty, express or implied, is made as to its accuracy, completeness or reliability. The information contained in this document is based on information available as of the date hereof and on current financial, economic, market, industry and other conditions. Such information and conditions are subject to change without notice. Except as may be required by applicable law, the Company undertakes no obligation to update or revise any information contained herein to reflect subsequent events, circumstances or changes in expectations. This document may contain estimates, projections, forecasts, targets, expectations and other forward-looking information. Such information is inherently subject to risks, uncertainties, assumptions and other factors, many of which are beyond the Company's control, and actual results may differ materially from those expressed or implied by such information. No assurance can be given that any estimate, projection, forecast, target or expectation will be achieved. Past performance is not necessarily indicative of future results. Nothing contained in this document constitutes or should be construed as an offer to sell, or a solicitation of an offer to buy, any securities, nor shall it constitute an offer, commitment or recommendation with respect to any financing or other transaction. Any offer or sale of securities will be made only pursuant to appropriate offering documentation and in accordance with applicable securities laws. The information contained herein does not constitute legal, regulatory, accounting, tax, investment or financial advice or a recommendation regarding any securities or transaction. Recipients should consult their own professional advisors regarding any legal, regulatory, accounting, tax, investment or financial matters relating to the information contained herein. Forward-Looking Statements In this presentation, all statements that are not purely historical facts are forward-looking statements. Forward-looking statements may be identified by the words "believe," "expect," "anticipate," "project," "plan," "estimate," "intend" and other similar expressions. Forward-looking statements are based on currently available business, economic, financial and other information and reflect the current beliefs, expectations and views of the management team of Remington (the "Company") with respect to future developments and their potential effects on the Company. Actual results could vary materially depending on risks and uncertainties that may affect the Company and its business, including the Company's refinancing plans, ability to execute on its strategies and customer and industry trends and influences. Neither the Company, its advisors, or Blackrod Holdings, LLC assume any obligation to update forward-looking statements made in this presentation to reflect subsequent events or circumstances or actual outcomes. Remington is a licensed trademark owned by Ammunition Operations, LLC and used under license. Ammunition Operations, LLC does not manufacture, endorse, or sell products made or sold by Frontier Defense Group, LLC. Frontier Defense Group, LLC and Ammunition Operations, LLC are separate and unaffiliated companies. Frontier Defense Group, LLC manufactures firearms under license; Ammunition Operations, LLC manufactures ammunition under the Remington brand. 2 Disclaimer
Welcome to Remington Country 3
Executive Summary Remington Firearms - Founded in 1816, in Ilion, NY - Over 200 years of firearms design and manufacturing expertise - The oldest firearms manufacturer in the United States - Historically one of the largest manufacturers in the firearms industry - Storied history of introducing innovative, market leading firearms and ammunition products - Recognized as a producer of high-quality products for the hunting, shooting sports, defense and law enforcement markets - Remington enjoys worldwide brand recognition and is arguably the best-known firearm manufacturing brand in the world - Prior owners include Dupont Chemical Company, Clayton Dubilier & Rice, and Cerberus Capital Management LP - Blackrod Holdings, LLC through its wholly owned subsidiary Frontier Defense Group, LLC has acquired select assets and IP, including license rights to use Remington specified trademarks in connection with the manufacture and sale of firearms and certain accessories. Frontier Defense Group operates independently and manufactures Remington-branded firearms under license, while Ammunition Operations, LLC, a separate company, manufactures Remington-branded ammunition. 4
Over 200 Years of Excellence and Industry Leadership 6
Heritage & Recognition Brand Position Founded in 1816. The Library of Congress identifies Remington as the earliest original American gun maker. Library of Congress | American Firearms Remington ranked No. 2 in brand awareness among sportsmen in the SportsOneSource 2009 Brand Index. SEC filing (2010) | Freedom Group More than 11 million Model 870s have been made. Field & Stream calls it the best-selling shotgun of all time. Field & Stream (2026) | Model 870 The Model 870 became Remington's most successful single firearm model and the best-selling pump-action shotgun. American Rifleman (2020) | Model 870 The Model 700 holds the record for the most-produced sporting bolt-action rifle, according to American Rifleman. American Rifleman | 200 Years of Remington Sources linked beneath each claim
Continued Market Leadership Today Overview of Select Awards and Recognitions 2011 Golden Bullseye: Shotgun of the Year Remington Versa Max — American Rifleman / NRA Publications named the Versa Max its 2011 Golden Bullseye winner for shotguns. Source: American Rifleman 2011 Best of the Best: Best New Shotgun Remington Versa Max — Field & Stream selected the Versa Max as Best New Shotgun in its 2011 Best of the Best hunting gear awards. Source: Field & Stream / Spokesman-Review 2011 Golden Bullseye: Shotgun of the Year Model 887 Nitro Mag Tactical — recognized as Shooting Illustrated's 2011 Shotgun of the Year. Source: AmmoLand 2013 Editorial: Best New Hunting Rifle Remington Model 783 — an American Rifleman reviewer described the 783 as the best new hunting rifle of 2013 at any price point. Source: American Rifleman 2014 Golden Bullseye: Rifle of the Year Remington Model 783 — American Hunter's official 2014 Golden Bullseye list named the Model 783 Rifle of the Year. Source: American Hunter 2015 Outdoor Life: Editor's Choice Remington V3 Field Sport — Remington's 2018 catalog reports that the V3 earned Outdoor Life Gun Test Editor's Choice recognition. Source: Remington 2018 Catalog / Outdoor Life 2015 Outdoor Life: Great Buy Remington V3 Field Sport — the same Outdoor Life Gun Test recognition reported the V3 as earning Great Buy. Source: Remington 2018 Catalog / Outdoor Life 2015 Best New: Shotguns Remington V3 — Firearms News included the V3 among its favorite new shotgun introductions from the 2015 SHOT Show. Source: Firearms News 2017 Golden Bullseye: Shotgun of the Year Remington V3 Field Sport — American Hunter named the V3 Field Sport its 2017 Golden Bullseye Shotgun of the Year. Source: American Hunter 2017 Caliber Award: Best New Shotgun Remington 870 TAC-14 — NASGW / POMA named the 870 TAC-14 Best New Shotgun in the Caliber Awards. Source: NASGW 2019 Golden Bullseye: Shotgun of the Year Remington 870 DM — Shooting Illustrated selected the 870 DM as its 2019 Golden Bullseye Shotgun of the Year. Source: Shooting Illustrated 2020 Golden Bullseye: Tactical Gun of the Year Remington V3 TAC-13 — American Rifleman awarded the TAC-13 its 2020 Tactical Gun of the Year. Source: American Rifleman 2020 Golden Bullseye: Rifle of the Year Remington Model 700 American Hunter — American Hunter's 2020 winner list named it Rifle of the Year. Source: American Hunter 2021 Outdoor Life: Best Pump Gun Remington 870 Express — Outdoor Life reports the 870 Express won Best Pump Gun in its September 2021 17-shotgun duck-gun test. Source: Outdoor Life 2023 Outdoor Life: Great Buy / Best Value Remington 870 Fieldmaster — Outdoor Life selected the 870 Fieldmaster as the Great Buy in its pump-shotgun comparison. Source: Outdoor Life 2025 Outdoor Life: Best Pump Shotgun Remington 870 Fieldmaster — Outdoor Life's duck-shotgun testing named the 870 Fieldmaster Best Pump Shotgun. Source: Outdoor Life Remington Products are Well Recognized in the Industry for their Reliability and Innovative Design 8
Highly Qualified Management Team Decades of Industry Experience Blackrod Executive Team Todd McCoig Chief Executive Officer Josh Adidjaja Interim CFO Melissa Cofield Chief Human Resources Officer Bob Skinner Vice President Sourcing & Supply Chain Hunter Cummings Vice President Engineering Mr. McCoig has over 20 years of experience in the industry. Proven leader in the areas of: Innovation - Turnaround Experience - Operations Management - Sales - Customer Relationships - Marketing - Strategy - and Leadership. Mr. Adidjaja has over 25 years of experience in manufacturing Proven leader in the areas of: Financial Strategy, Analysis, Lean Manufacturing - Technology- Compliance - Performance Standards and Monitoring. Ms. Cofield has over 25 years of experience in the industry. Proven leader in the areas of: Communication - Human Resources - Benefits - Compensation - HR - Compliance - Environmental Health & Safety- Policies/Procedures Mr. Skinner has over 20 years of experience in the industry. Proven leader in the areas of: Operations - Sourcing - Logistics -Security and Project Management Mr. Cummings has over 15 years of experience in the industry. Proven leader in the areas of: Research & Development - Manufacturing Engineering - Product Development and Quality 9
Forward-Looking Statements & Projections Disclaimer The projections, forecasts and other forward-looking information contained in this presentation represent management's good- faith estimates and expectations and include various estimates, assumptions and judgments regarding future events, circumstances, financial performance, market conditions and operating results. These estimates and assumptions are based on information available to management as of the date they were prepared and are inherently subject to significant business, economic, competitive, regulatory and other risks and uncertainties. This presentation contains forward-looking statements, including statements regarding anticipated financial performance, projections, forecasts, business plans, strategies, objectives, market opportunities, growth expectations and future operating results. These statements are based on current expectations, estimates, assumptions and beliefs of management and are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied. Management cannot and does not guarantee that any projections, forecasts, estimates, targets, anticipated results or other forward-looking information contained in this presentation will be achieved. Projections and forecasts are inherently uncertain and are provided for illustrative and informational purposes only. There can be no assurance that the estimates or assumptions underlying such projections will prove accurate or that the projected results will be realized. Actual results may differ materially from those projected, estimated or anticipated. Neither the Company nor its management makes any representation or warranty, express or implied, as to the accuracy, completeness or achievability of any projections, forecasts, estimates or assumptions contained herein. Recipients should not place undue reliance on such forward-looking information. Except as required by applicable law, neither the Company nor management undertakes any obligation to update or revise any forward-looking statements, projections, estimates or assumptions to reflect subsequent events, circumstances or changes in expectations. 10
Financial Overview and Projections Income Statement 2026P (a) 2027P 2028P Net Sales 3.4 96.2 174.4 COGS 4.8 72.6 122.5 Gross Profit (1.4) 23.6 51.8 Margin (41.2%) 24.5% 29.7% SG&A 1.6 8.2 11.5 % of Sales 47.1% 8.6% 6.6% Licensing (Income) — (0.4) (0.6) Interest — — — Other (Inc)/Exp 0.0 (0.5) (0.6) EBIT (3.0) 15.8 40.8 % of Sales (88.3%) 16.4% 23.4% Net Income (3.0) 15.8 40.8 % of Sales (88.3%) 16.4% 23.4% Interest — — — Depreciation 0.2 1.3 1.3 EBITDA (2.8) 17.1 42.1 % of Sales (81.0%) 17.8% 24.2% (a) Assumes startup in October 2026 and 4-month ramp-up starting October 1, 2026 which runs into January 2027. (b) Revenue based on production capacity limitations. 2026 revenue based on 4-day, 2-shift workweek. 2027 revenue based on increased 7-day, 2-shift workweek with existing equipment — 2026 sales prices assumed through 2027 and 2028 without increase. No Military sales assumed in projections, although expected to be significant. (c) Licensing income assumed constant based on current agreements, no increases. (d) Attractive EBIT and EBITDA margins based on efficient manufacturing, lean overhead, current pricing. (e) Flat depreciation associated with less capital intense outsourcing strategy. 11
