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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): August 13, 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
8.01 Other Events.
On
August 13, 2026, Aureus Greenway Holdings Inc. (the “Company”) and Autonomous Power Corporation (d/b/a Powerus) (“Powerus”)
issued a joint press release announcing that the registration statement on Form S-4 filed by the Company with the U.S. Securities and
Exchange Commission (the “SEC”) in connection with the proposed business combination between the Company and Powerus was
declared effective by the SEC on August 12, 2026. A copy of the joint press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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 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,
including the private placements and the expected use of proceeds thereof, 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 the Company 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 regulatory
and shareholder approvals, including antitrust clearance under the The Hart-Scott-Rodino (HSR) Antitrust Improvements Act and 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 proposed business combination under the merger agreement, as amended, (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 the Company or Powerus
and the ability of the Company 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 the Company or Powerus related to the proposed business combination under 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 the Company’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 the Company’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 the
Company’s and Powerus’s response to any of the aforementioned factors.
Additional
factors which could affect future results of the Company and Powerus 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. Neither Powerus nor the Company undertakes any obligation to update forward-looking statements, except as required
by law.
Important
Additional Information and Where to Find It
In
connection with the proposed business combination, the Company has filed a registration statement on Form S-4 with the SEC, which includes
an information statement and prospectus. The registration statement was declared effective by the SEC on August 12, 2026. The Company
will mail to its stockholders a definitive information statement. Additionally, the Company expects to file other relevant materials
in connection with the proposed business combination with the SEC. Investors and security holders are urged to read the registration
statement on Form S-4 and information statement/prospectus (and any other documents filed with the SEC in connection with the proposed
business combination or incorporated by reference into the information statement/prospectus) because such documents contain important
information regarding the proposed business combination and related matters. Investors and security holders may obtain free copies of
these documents and other documents filed with the SEC by the Company through the website maintained by the SEC at http://www.sec.gov
or at the Company’s website at https://www.aureusgreenway.com/secfilings.
No
Offer or Solicitation
This
Current Report on Form 8-K 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.
Participants
in the Solicitation
The
Company, Powerus and certain of their respective directors, executive officers, other members of management and employees may, under
SEC rules, be deemed to be participants in the solicitation of proxies or consents from the Company’s stockholders in connection
with the proposed business combination. Information about the Company’s directors and executive officers is set forth in the Company’s
Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2026. Information about Powerus’
directors and executive officers is set forth in the registration statement on Form S-4 filed by the Company with the SEC in connection
with the proposed business combination. Additional information regarding the interests of such potential participants in the proposed
business combination, including their direct or indirect interests, by security holdings or otherwise, is included in the registration
statement on Form S-4 and other relevant materials filed or to be filed with the SEC in connection with the proposed business combination.
Investors and security holders may obtain free copies of these documents through the website maintained by the SEC at http://www.sec.gov
or at the Company’s website at https://www.aureusgreenway.com/secfilings.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit
No. |
|
Description |
| 99.1 |
|
Joint Press Release of Aureus Greenway Holdings Inc. and Autonomous Power Corporation, dated August 13, 2026 |
| 104 |
|
Cover
Page Interactive Data File (embedded with the Inline XBRL document). |
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.
Date:
August 17, 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 Inc. and Powerus Announce Effectiveness of Form S-4 Registration Statement
| ● | The
registration statement on Form S-4 for the proposed business combination between Aureus Greenway
Holdings Inc. (“AGH”) and Autonomous Power Corporation (dba Powerus) was declared
effective by the U.S. Securities and Exchange Commission on August 12, 2026. |
| ● | The
Combined Company to be Renamed Powerus Corporation, with closing anticipated in Q4of 2026,
subject to the satisfaction of remaining closing conditions, and is expected to continue
trading on Nasdaq under ticker “PUSA” |
ORLANDO,
Fla. and WEST PALM BEACH, Fla. — August 13, 2026 — Aureus Greenway Holdings Inc. (Nasdaq: PUSA) and
Autonomous Power Corporation, doing business as Powerus (“Powerus”), today jointly announced that the registration
statement on Form S-4 filed by AGH in connection with the proposed business combination between the two companies was declared effective
by the U.S. Securities and Exchange Commission on August 12, 2026. Declaration of effectiveness does not constitute SEC approval of the
registration statement or of the proposed combination. Subject to the satisfaction of the remaining closing conditions, the parties expect
to complete the proposed combination in early October 2026. There can be no assurance that the proposed combination will be completed,
or as to the timing of any completion.
“Reaching
this stage in the transaction is an important milestone for Powerus. Over the past year, we have focused on building a scaled U.S. autonomy
platform, advancing our technology across air, ground and maritime systems, and deepening our relationships with defense and strategic
partners. Subject to the remaining closing conditions, we believe the business combination will position Powerus to accelerate that mission
and build for the long term,” said Andrew Fox, Founder and Chief Executive Officer of Powerus.
“We
are pleased to have reached this milestone in our proposed combination with Powerus,” said Matthew Saker, Interim Chief Executive
Officer of AGH. “We look forward to working with the Powerus team to complete this transaction and to pursue the strategic opportunities
ahead.”
Recent
Powerus Milestones
The
proposed combination follows a series of previously announced Powerus developments:
| ● | A
purchase order from a defense prime contractor for the U.S. Department of War, valued at
approximately $2.5 million, according to Powerus, for 1,500 U.S.-manufactured FPV aircraft,
together with pilot kits and spare parts kits, placed with Powerus subsidiary Agile Autonomy
LLC. As previously disclosed, that order does not guarantee future orders, a continuing customer
relationship, or program-of-record status. |
| ● | A
competitively awarded U.S. Air Force indefinite-delivery/indefinite-quantity (IDIQ) contract
for the Company’s Guardian-2 counter-drone interceptor, with a ceiling value of up
to $90 million and a term running through mid-2028. An IDIQ contract establishes a maximum
value; orders are placed at the government’s discretion and actual awards may be materially
less than the ceiling. |
| ● | A
limited procurement order from the U.S. Air Force for Guardian-2 Interceptor systems, placed
following a successful demonstration. As previously disclosed, that order does not guarantee
future orders, a continuing customer relationship, or program-of-record status. |
| ● | Advancement
to Phase 3 of the U.S. Army’s xTech Adaptive Strike Competition, following a Phase
2 field evaluation. Participation in a prize competition does not constitute a procurement
contract or a commitment to purchase. |
| ● | The
launch of a Powerus agriculture division through its wholly owned subsidiary Kaizen Aerospace,
Inc., together with a $60 million, according to Powerus, Australia-New Zealand distribution
agreement, including an exclusive agency and distribution agreement with Aerospread Technologies
Limited of Napier, New Zealand, and a U.S. partnership with Sprig Aerospace. Distribution
agreements establish sales arrangements and do not represent firm purchase commitments. |
| ● | A
$30 million, according to Powerus, strategic equity investment in Powerus by Unusual Machines,
Inc. (NYSE American: UMAC), deepening the companies’ existing supply and manufacturing
relationship. |
| ● | An
order placed by Powerus with Unusual Machines valued at more than $5 million, according to
Powerus, for U.S.-made, NDAA-compliant components for counter-UAS systems and related drone
platforms. This is a purchase by Powerus and does not represent Powerus revenue. |
| ● | A
memorandum of understanding with UAV software company Swarmer, Inc. (Nasdaq: SWMR) to explore
the technical and operational feasibility of integrating Swarmer’s swarming and coordination
software with the Powerus autonomous systems architecture. The collaboration is exploratory;
a memorandum of understanding is not a definitive agreement and may not result in one. |
Additional
information about the proposed combination is set forth in the Form S-4 Registration Statement and related materials filed with the SEC.
Investors and security holders are urged to read those materials.
ABOUT
POWERUS
Powerus
(Autonomous Power Corporation) builds and scales unified autonomous systems designed to move, protect, and sustain critical assets in
high-risk environments, with capabilities spanning heavy-lift platforms, autonomous air systems, autonomous maritime systems, mission
systems, training and support, and U.S.-based manufacturing. Powerus previously announced a proposed merger with AGH (Nasdaq: PUSA);
the merger has not closed and remains subject to the satisfaction of customary closing conditions, including the effectiveness of a registration
statement on Form S-4 (which has been declared effective) and applicable regulatory approvals. Learn more at power.us.
ABOUT
AUREUS GREENWAY HOLDINGS, INC.
Aureus
Greenway Holdings Inc. (Nasdaq: PUSA) currently owns and operates golf course properties in Florida, including Kissimmee Bay Country
Club and Remington Golf Club in the greater Orlando region. AGH has filed a registration statement on Form S-4 with the SEC, which includes
an information statement and prospectus, in connection with its proposed business combination with Powerus. The registration statement
was declared effective on August 12, 2026. Learn more at aureusgreenway.com.
Each
of AGH and Powerus has provided the information herein relating to its own business, operations, financial condition, technology, products,
certifications, contracts, and prospects. Neither party has independently verified the other party’s information, and each party
disclaims any representation or warranty, express or implied, as to the accuracy, completeness, or reliability of the other party’s
information.
PROPOSED
MERGER
Powerus
has previously announced a proposed merger with Aureus Greenway Holdings Inc. (Nasdaq: PUSA). Under the terms of the previously announced
agreement, Powerus will merge with and into a newly formed subsidiary of AGH, with Powerus continuing as the surviving entity and AGH
adopting the name “Powerus Corporation.” AGH has changed its Nasdaq ticker to PUSA in anticipation of its pending combination
with Powerus, subject to customary closing conditions, including the effectiveness of a registration statement on Form S-4 (which has
been declared effective) and receipt of required regulatory approvals. There can be no assurance that the proposed transactions will
be consummated or as to the timing of any such consummation.
FORWARD-LOOKING
STATEMENTS
This
press release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of
1995. As to the matters described in this release, these statements include, without limitation, statements regarding the expected timing
of completion of the proposed business combination; the filing of notification under the Hart-Scott-Rodino Antitrust Improvements Act
and the expiration or termination of the applicable waiting period; the satisfaction of Nasdaq listing requirements; and the previously
announced developments described in this release, including the scope, value, performance and ultimate realization of the U.S. Air Force
IDIQ contract, and whether the memorandum of understanding with Swarmer results in a definitive agreement. Forward-looking statements
may be identified by terminology such as “may,” “will,” “should,” “targets,” “plans,”
“intends,” “goal,” “anticipates,” “expects,” “believes,” “potential,”
or “continue” or negatives of such terms or other comparable terminology. These statements are based on current expectations
and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially. Declaration of effectiveness
of the registration statement does not constitute SEC approval of the registration statement or of the proposed combination.
As
to the proposed business combination between Powerus and AGH, these statements include, without limitation, 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 listing and trading of the combined company’s securities, and the anticipated benefits and strategic and financial
rationale of the merger and other statements that are not historical facts and its expected timing.
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. As to the timing matters
described in this release, such factors include, among others: (1) that the applicable HSR waiting period may not expire or be terminated
on the anticipated timeline, or that the reviewing agency may issue a request for additional information; (2) that Nasdaq listing requirements
may not be satisfied on the anticipated timeline, or at all, including requirements relating to board and audit committee composition
and minimum share price; (3) that the completion of other closing conditions, including matters relating to directors and officers liability
insurance, may take longer than anticipated; and (4) that the parties may be unable to complete the combination in early October 2026
or at all.
As
to the previously announced developments described in this release, such factors include, among others: (1) that the U.S. Air Force IDIQ
contract establishes a ceiling value only, that orders are placed at the government’s discretion, that actual orders may be materially
less than the ceiling or may not be placed at all, and that the contract is subject to termination for convenience, funding contingencies
and task-order variability; (2) that the previously disclosed limited procurement order does not guarantee future orders, a continuing
customer relationship, or program-of-record status; (3) that advancement in the xTech Adaptive Strike Competition does not constitute
a procurement contract and may not result in any award or purchase; (4) that the Australia-New Zealand distribution agreements establish
sales arrangements rather than firm purchase commitments, that stated values may not be realized in whole or in part, and that realization
depends on end-customer demand, regulatory approvals and counterparty performance; (5) that required export licenses, authorizations
or other governmental consents may be delayed, denied or made subject to conditions; (6) that the memorandum of understanding with Swarmer
may not result in a definitive agreement or produce any commercial benefit; (7) other Powerus-specific operational uncertainties, including
risks related to production scale-up, subsidiary integration, and reliance on third-party suppliers and government customers, and (8)
that the purchase order described above does not guarantee future orders, a continuing customer relationship, or program-of-record status,
and may be modified, reduced, delayed or terminated in accordance with its terms or applicable federal acquisition regulations, including
termination for convenience of the underlying prime contract.
As
to the announced merger agreement, 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.
In
connection with the proposed merger, AGH has filed relevant materials with the SEC, including a registration statement on Form S-4, which
includes an information statement and prospectus, and may file additional materials in the future. Investors and security holders are
urged to read those materials because they contain important information. Forward-looking statements speak only as of the date of this
release, and except as required by law, neither company undertakes any obligation to update them. This release does not constitute an
offer to sell or the solicitation of an offer to buy any securities.
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 has filed a registration statement on Form S-4 with the SEC, which includes an information statement
and prospectus of AGH, and will mail a definitive information statement and prospectus to its stockholders. 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, which includes an information statement and prospectus (and any other documents filed with the SEC in connection with the
transaction or incorporated by reference into the registration statement) because such documents 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.
AGH
has not independently verified and makes no representation or warranty, express or implied, as to the accuracy, completeness, or reliability
of the information in this release relating to the business, operations, financial condition, technology, products, certifications, contracts,
or prospects of Powerus or its subsidiaries. Such information has been provided by Powerus, and AGH disclaims any obligation to update
or correct such information.
###
AGH
Investor Relations
Jason
Assad
678-570-6791
Powerus
Press Contact
Escalate
PR
pr@power.us
