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Aureus Greenway Holdings Inc (symbol: PUSA) is the issuer of record for a Form 424B3 filing submitted to the SEC.
Aureus Greenway Holdings Inc. (PUSA) and Autonomous Power Corporation (Powerus) describe progress on their proposed merger, under which Powerus will merge into a wholly owned AGH subsidiary and AGH will adopt the name Powerus Corporation. The Form S-4 registration statement for the combination was declared effective by the SEC on August 12, 2026, an important procedural milestone but not an approval of the transaction. The companies state they expect to complete the combination in early October 2026, subject to remaining closing conditions and required regulatory and Nasdaq listing approvals, and caution that completion and timing are uncertain. The text also highlights Powerus’s focus on autonomous air, ground and maritime systems for high‑risk environments and reiterates that extensive forward‑looking statements are subject to numerous business, regulatory and execution risks.
Aureus Greenway Holdings Inc. (AGH, Nasdaq: PUSA) reported that the U.S. Securities and Exchange Commission declared effective its registration statement on Form S-4 on August 12, 2026. The S-4 relates to AGH’s proposed business combination with Autonomous Power Corporation, doing business as Powerus.
AGH and Powerus jointly state that, subject to satisfaction of remaining closing conditions – including antitrust clearance under the Hart-Scott-Rodino Antitrust Improvements Act and meeting Nasdaq listing requirements – they expect to complete the combination in early October 2026. The parties emphasize there is no assurance the merger will close or that it will close on this timeline.
After completion, Powerus will merge into a newly formed AGH subsidiary, with Powerus surviving and AGH adopting the name “Powerus Corporation.” AGH has already changed its Nasdaq ticker to PUSA in anticipation of the pending combination. Extensive forward-looking statement and risk disclosures accompany the announcement.
Aureus Greenway Holdings Inc. reported higher golf-related revenue but a much larger loss for the six months ended June 30, 2026. Total revenue rose to $2.18 million from $1.93 million, driven mainly by one-time green fees and higher food, beverage, and merchandise sales.
Operating costs more than doubled to $4.40 million, including $1.54 million of stock-based compensation, leading to a net loss of $1.30 million versus a $23,049 loss a year earlier. Aureus invested $20.0 million in a 10% convertible note from Autonomous Power Corporation, generating $547,945 of interest income and lifting total assets to $48.1 million. Cash and cash equivalents were $22.2 million, with modest positive operating cash flow. A pending merger with Autonomous Power Corporation is expected to leave its stockholders owning about 83.3% of the combined company, significantly diluting current Aureus stockholders to about 16.7%, and includes 55 million Earn Out Shares deemed fully earned at closing.
Aureus Greenway Holdings Inc. (AGH) is pursuing a stock-for-stock merger with Autonomous Power Corporation (Powerus), creating “Powerus Corporation” as the combined company (Newco). Merger Sub will merge into Powerus, which will become a wholly owned subsidiary of Newco.
Each share of Powerus Common Stock will be converted into 599.18229 shares of AGH common stock, plus an allocation of 55,000,000 Earn Out Shares deemed earned at closing. Based on current capital structures, former Powerus holders are expected to own about 83.3% of Newco’s common stock and 92.5% of voting power, with existing AGH stockholders holding 16.7%. AGH’s Nasdaq listing under ticker “PUSA” is expected to continue.
Conditions include effectiveness of the Form S‑4, expiration of the 20‑day mailing period, required regulatory approvals including under the HSR Act, Nasdaq listing approval, and absence of a material adverse effect. The merger is intended, but not assured, to qualify as a tax‑deferred transaction under Sections 368(a) or 351 of the Code.
Aureus Greenway Holdings Inc. (AGH) is registering AGH Common Stock, warrants and options to be issued to securityholders of Autonomous Power Corporation (Powerus) in a stock-for-stock merger. Merger Sub will merge into Powerus, which will become a wholly owned subsidiary of AGH, and AGH will be renamed Powerus Corporation.
Each share of Powerus Common Stock will convert into 599.18229 shares of AGH Common Stock, with no fractional shares issued and amounts rounded up. Powerus stockholders are also entitled to up to 55,000,000 Earn Out Shares of AGH Common Stock, deemed earned at closing. Existing AGH stockholders are not receiving additional shares.
After closing, former Powerus stockholders are expected to hold about 83.3% of Newco’s common stock and approximately 92.5% of voting power, with AGH holders owning 16.7% of common stock. All 10,000,000 shares of AGH Series A Preferred Stock will be acquired by Powerus-affiliated investors, leaving three individuals with a combined majority of voting power. Newco Common Stock is expected to continue trading on Nasdaq under the symbol “PUSA.”
The combination will be accounted for as a reverse acquisition with Powerus as the accounting acquirer. The filing details extensive risk factors, including completion risk, integration challenges, dilution from the Earn Out Shares, regulatory approvals, volatile share prices, and operational risks in both the golf and autonomous systems businesses.
Aureus Greenway Holdings Inc. entered into a First Amendment to its Agreement and Plan of Merger with Autonomous Power Corporation, revising the consideration structure. The amendment increases aggregate earn out shares to 55,000,000 shares of Parent Common Stock, and these shares are deemed fully earned, vested and non contingent as of the merger closing and issued at closing, without any performance, market price or revenue conditions. The share exchange ratio for Target common stock remains at 599.18229 Parent shares per Target share.
Completion of the merger remains subject to customary conditions, including effectiveness of a Form S 4 registration statement, delivery of an information statement to Aureus Greenway stockholders, required stockholder approvals, Nasdaq approval for listing the new shares, completion of specified Parent financing and any required clearances or expirations under the HSR Act. The amendment also provides for automatic extension of the contractual end date by 45 days in certain circumstances where only antitrust or related disclosure timing conditions remain. The transaction is intended to qualify as a reorganization for U S federal income tax purposes under Section 368 a of the Internal Revenue Code.