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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of earliest event reported): May 18, 2026
| Aureus
Greenway Holdings Inc. |
| (Exact
name of registrant as specified in its charter) |
| Nevada |
|
001-42507 |
|
99-0418678 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
2995
Remington Boulevard
Kissimmee,
Florida |
|
34744 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (407) 344-4004
N/A
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common
Stock, $0.001 par value |
|
PUSA |
|
The
Nasdaq Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☒
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item
7.01 Regulation FD Disclosure.
On
May 14, 2026, the Company issued a press release announcing the change in its Nasdaq trading symbol from “AGH” to “PUSA,”
effective May 15, 2026. On May 15, 2026, Nasdaq informed the Company that the effective date for the ticker symbol change would be
May 18, 2026. The Company did not issue a corrective press release in response to this communication. A copy of the original
press release is furnished herewith as Exhibit 99.1.
The
information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the
liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.
Item
8.01 Other Events.
On
May 14, 2026, Aureus Greenway Holdings Inc. (the “Company”) announced it would change its trading symbol on The Nasdaq Stock
Market LLC (“Nasdaq”) from “AGH” to “PUSA,” effective at the opening of trading on May 15, 2026.
On May 15, 2026, Nasdaq informed the Company that the effective date for the ticker symbol change would instead be May 18, 2026.
The Company’s common stock, par value $0.001 per share (“Common Stock”), will continue to trade on Nasdaq, and no action
is required by the Company’s stockholders in connection with the symbol change.
The
change in trading symbol is being made in anticipation of the Company’s previously announced proposed business combination with
Autonomous Power Corporation, a Delaware corporation doing business as “Powerus” (the “Business Combination”).
Upon completion of the proposed Business Combination, the combined company is expected to operate as Powerus Corporation and continue
to trade on Nasdaq under the ticker symbol “PUSA,” subject to the satisfaction of customary closing conditions and the receipt
of required regulatory approvals. There can be no assurance that the Business Combination will be completed on the anticipated terms
or at all.
Forward-Looking
Statements
This
Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of
1995. These statements include, but are not limited to, statements regarding the change in the Company’s Nasdaq trading symbol,
the proposed Business Combination between the Company and Powerus and the anticipated benefits thereof, the expected timing of completion
of the proposed Business Combination, the future operation of the combined company as Powerus Corporation, and the continued listing
of the combined company’s common stock on Nasdaq under the ticker symbol “PUSA.” Forward-looking statements may be
identified by terminology such as “may,” “will,” “should,” “plans,” “intends,”
“anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue,”
or the negatives of such terms or other comparable terminology. The forward-looking statements are based on current expectations and
assumptions believed to be reasonable, but there is no assurance that they will prove to be accurate.
Additional
factors which could affect future results of the Company can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.
The Company undertakes no obligation to update forward-looking statements, except as required by law.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are furnished herewith:
| Exhibit
No. |
|
Description |
| 99.1** |
|
Press Release of the Company dated May 14, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
| ** |
|
Furnished
herewith. |
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 authorized.
Date:
May 18, 2026
| Aureus
Greenway Holdings Inc. |
|
| |
|
| By: |
/s/
Matthew J. Saker |
|
| Name: |
Matthew
J. Saker |
|
| Title: |
Interim
Chief Executive Officer and Director |
|
Exhibit 99.1
Aureus Greenway
Holdings to Change Ticker Symbol to “PUSA” Ahead of Expected Combination With Powerus
Ticker change
effective May 15, 2026, reflects the company’s pending combination with Autonomous Power Corporation, an autonomous drone and defense
technology company
KISSIMMEE, Fla.,
May 14, 2026 (GLOBE NEWSWIRE) — Aureus Greenway Holdings Inc. (Nasdaq: AGH) today announced it will change its Nasdaq ticker
symbol from AGH to PUSA, effective May 15, 2026, in anticipation of its pending combination with Autonomous Power Corporation, doing business
as ‘Powerus’, an autonomous drone and defense technology company. The combination is expected to close in summer 2026, subject
to regulatory approvals and customary closing conditions.
The ticker change
reflects the company’s focus on the Powerus platform and brand. Upon completion of the merger, the combined company will operate
as Powerus Corporation and continue to trade on Nasdaq under the ticker symbol ‘PUSA’. Shareholders currently holding shares
of AGH will hold shares of Powerus Corporation upon closing, with no action required in connection with the ticker symbol change.
“We are
pleased to take this step as we move toward closing the combination with Powerus,” said Matthew Saker, Interim Chief Executive Officer
of Aureus Greenway Holdings Inc. “This ticker change reflects the exciting future ahead for our shareholders as we join forces with
a company at the forefront of autonomous defense technology.”
ABOUT THE
TICKER CHANGE
The ticker symbol
change from AGH to PUSA will be effective on Nasdaq on May 15, 2026. No action is required by current AGH shareholders in connection with
this change. The ticker change does not affect the terms or timing of the pending merger between AGH and Powerus. The merger remains subject
to customary closing conditions including S-4 effectiveness and required regulatory approvals and is expected to close in summer 2026.
There can be no assurance that the proposed transaction will be consummated or as to the timing of any such consummation.
ABOUT AUREUS
GREENWAY HOLDINGS INC.
Aureus Greenway
Holdings Inc. (Nasdaq: AGH) owns and operates golf course properties in Florida, including Kissimmee Bay Country Club and Remington Golf
Club in the greater Orlando region. AGH has entered into a definitive merger agreement with Autonomous Power Corporation, doing business
as ‘Powerus’. Upon closing, the combined company is expected to operate as Powerus Corporation and continue to trade on Nasdaq
under the ticker symbol ‘PUSA’. For more information, visit aureusgreenway.com.
ABOUT POWERUS
Powerus is an
autonomous drone and defense technology company developing next-generation aerial systems, counter-drone solutions, and critical infrastructure
protection platforms for government and commercial customers. The company is building capability to serve a defense and homeland security
market increasingly defined by unmanned systems and the requirement to defend against them. Powerus operates through wholly owned subsidiaries
Kaizen Aerospace, Tandem Defense, and Agile Autonomy. For more information, visit power.us.
FORWARD-LOOKING
STATEMENTS
This press release
contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include,
but are not limited to, statements regarding the proposed business combination and anticipated benefits thereof, including future financial
and operating results, statements related to the expected timing of the completion of the transactions, the plans, objectives, expectations
and intentions of either company or of the combined company following the merger, anticipated future results of either company or of the
combined company following the merger, the anticipated benefits and strategic and financial rationale of the merger and other statements
that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,”
“should,” “targets,” “scheduled,” “plans,” “intends,” “goal,”
“anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,”
“potential,” or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements
are based on current expectations and assumptions believed to be reasonable, but there is no assurance that they will prove to be accurate.
All forward-looking
statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of AGH
or Powerus to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among
others, (1) the risk of delays in consummating the potential transaction, including as a result of required shareholder and regulatory
approvals, including Nasdaq listing requirements which may not be obtained on the expected timeline, or at all, (2) the risk of any event,
change or other circumstance that could give rise to the termination of the merger agreement, (3) the possibility that any of the anticipated
benefits and projected synergies of the potential transactions will not be realized or will not be realized within the expected time period,
(4) the limited operational history of Powerus as a combined organization and integration risks of acquired businesses, (5) diversion
of management’s attention or disruption to the parties’ businesses as a result of the announcement and pendency of the transaction,
including potential distraction of management from current plans and operations of AGH or Powerus and the ability of AGH or Powerus to
retain and hire key personnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other
business partners to the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including
as a result of unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against AGH
or Powerus related to the merger agreement or the transaction, (9) the risks associated with third party contracts containing consent
and/or other provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and
other conditions, developments and uncertainties affecting AGH’s or Powerus’s businesses; (11) the evolving legal, regulatory,
tax, and international trade regimes; (12) the nature, cost and outcome of potential litigation and other legal proceedings, including
any such proceedings related to the transactions, (13) restrictions during the pendency of the proposed transaction that may impact AGH’s
or Powerus’s ability to pursue certain business opportunities or strategic transactions; and (14) unpredictability and severity
of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities,
as well as AGH’s and Powerus’s response to any of the aforementioned factors.
Additional factors
which could affect future results of AGH and Powerus can be found in AGH’s Annual Report on Form 10-K, Quarterly Reports on Form
10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.
Neither Powerus nor AGH undertakes any obligation to update forward-looking statements, except as required by law.
NO OFFER
OR SOLICITATION
This document
is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer
to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S.
Securities Act of 1933, as amended.
IMPORTANT
INFORMATION AND WHERE TO FIND IT
In connection
with the transaction, AGH will file a registration statement on Form S-4 with the SEC, which will include an information statement and
preliminary prospectus of AGH. After the registration statement is declared effective, AGH will mail to its stockholders a definitive
information statement. Additionally, AGH expects to file other relevant materials with the SEC in connection with the merger. Investors
and security holders are urged to read the registration statement and joint information statement/prospectus when they become available
(and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint information
statement/prospectus) because such documents will contain important information regarding the proposed transaction and related matters.
Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by AGH through the website
maintained by the SEC at http://www.sec.gov or at AGH’s website at https://www.aureusgreenway.com/secfilings.
CONTACTS
Investor
Relations
IR@aureusgreenway.com
Press Contact
Maripat Finigan
SVP, Strategic
Communications
pr@power.us
860-508-3828
