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 December 2024
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
Entry into a Material Definitive Agreement
Convertible Promissory Note
On December 2, 2024, Powell Max Limited, a business company incorporated under the laws of the British Virgin Islands (the “Company”), issued a convertible promissory note (the “Note”) to YA II PN, Ltd. (the “Investor”) in the principal amount of $1,000,000 at an original issuance discount of 8% pursuant to Standby Equity Purchase Agreement, dated as of November 21, 2024 (the “SEPA”), the terms of which were previously disclosed by the Company’s in its Current Report on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on November 22, 2024. The Note represents the second Pre-Advance under the SEPA.
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, 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: December 4, 2024
2