PMAX Powell Max Ltd

 

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 March 2025

 

Commission File Number 001-42260

 

Powell Max Limited

(Registrant’s Name)

 

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 ☐

 

 

 

INFORMATION CONTAINED IN THIS FORM 6-K REPORT

 

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

On March 5, 2025, Powell Max Limited (“PMAX” and the “Company”) received a deficiency notice (the “Notice”) from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, because the closing bid price for the Company’s Class A Ordinary Shares (the “Ordinary Shares”) had been below $1.00 per Ordinary Share for 30 consecutive business days, the Company is not in compliance with the minimum bid price requirement for continued listing on The Nasdaq Capital Market (the “Minimum Bid Price Rule”). The Notice has no immediate effect on the listing of the Ordinary Shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PMAX” without interruption at this time.

 

In accordance with Nasdaq Listing Rules, the Company has 180 calendar days, or until September 1, 2025, to regain compliance with the Minimum Bid Price Rule. If at any time before September 1, 2025, the closing bid price of the Ordinary Shares is at least $1.00 per Ordinary Share for a minimum of 10 consecutive business days, the Staff will provide written confirmation that the Company has achieved compliance and the matter will be closed.

 

If the Company does not regain compliance with the Minimum Bid Price Rule by September 1, 2025, the Company may be eligible for an additional 180-day period to regain compliance, provided that on the 180^th day of the first compliance period the Company meets the applicable market value of publicly held shares requirement for continued listing and all other applicable standards for initial listing on the Nasdaq Capital Market (except the Minimum Bid Price Requirement) based on the Company’s most recent public filings and market information and notifies Nasdaq in time of its intent to cure this deficiency.

 

The Company only have a maximum of 360 days to regain compliance. If the Company does not cure the minimum price deficiency within the second compliance period, Nasdaq will issue a notice that the Ordinary Shares will be delisted. The Company may appeal the delisting determination to the Nasdaq Listing Qualifications Hearings Panel (the “Hearings Panel”). Further, if the Company’s action to cure the minimum price deficiency results in non-compliance with another listing requirement and that additional deficiency cannot be cured by the end of the second compliance period, the minimum price deficiency will not be considered cured. In either case, the Ordinary Shares will be suspended from trading during the period pending the Hearings Panel’s review.

 

The Company intends to actively monitor the closing bid price for its Ordinary Shares and will consider available options to resolve the deficiency and regain compliance with the Minimum Bid Price Rule. However, there can be no assurance that the Company will be successful.

 

The Company published a press release on this development on March 11, 2025, a copy of which is being furnished as an exhibit to this report.

 

Financial Statements and Exhibit

 

Exhibits

 

The following exhibit is being filed herewith :

 

Exhibit No.		Description
99.1		Press Release, dated March 11, 2025

 

 

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, thereunto duly authorized.

 

	POWELL MAX LIMITED
	By:	/s/ Tsz Kin Wong
	Name:	Tsz Kin Wong
	Title:	Chairman of the Board, Executive Director and Chief Executive Officer

 

Date: March 11, 2025

 

 

Exhibit 99.1

 

Powell Max Limited Announces Receipt of Nasdaq Notification Regarding Minimum Bid Price Deficiency

 

HONG KONG, March 11, 2025 (GLOBE NEWSWIRE) -- Powell Max Limited (Nasdaq: PMAX) (the “Company” or “Powell Max”), a financial communications services provider headquartered in Hong Kong, announced that it has received a notification letter (the “Notice”) from the Nasdaq Stock Market LLC (“Nasdaq”) that the Company is not in compliance with the $1.00 minimum bid price requirement for continued listing of the Company’s Class A Ordinary Shares (the “Ordinary Shares”) on the Nasdaq Capital Market, as set forth in Nasdaq Listing Rules (the “Minimum Bid Price Requirement”) because the closing bid price for the Ordinary Shares had been below $1.00 for 30 consecutive business days.

 

The Notice indicated that the Company has 180 days, or until September 1, 2025 (the “Compliance Deadline”), to regain compliance with the Minimum Bid Price Requirement by maintaining the closing bid price of the Ordinary Shares at or above $1.00 per Ordinary Share for at least ten consecutive business days prior to the Compliance Deadline.

 

The Notice has no immediate effect on the listing of the Company’s Ordinary Shares, which will continue to trade on The Nasdaq Capital Market under the symbol “PMAX.” The Company intends to monitor the closing bid price of its Ordinary Shares and may, if appropriate, consider implementing available options to regain compliance with the Minimum Bid Price Requirement, including effecting a reverse stock split (i.e., a share consolidation).

 

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 Minimum Bid Price Requirement. 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 and no assurance can be given that the proposed acquisitions discussed above will be completed on the terms described or achieve the objectives contemplated. Actual results could differ materially from those described in these forward-looking statements due to certain factors, including without limitation, the Company’s ability to solicit shareholder approval to effect a reverse stock split, the impact of the reverse stock split on the Company’s public float, general economic conditions, and other 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 Registration Statement on Form F-1 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.

 

For investor and media inquiries, please contact:

 

Company Info:

 

Powell Max Limited

Investor Relations

ir@janfp.com (852) 2158 2888

 

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