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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): October 1, 2026
Aureus Greenway Holdings Inc
Powerus Corporation
(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.) |
885 Paragon Way
Rock Hill,
South Carolina |
|
29730 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: 561-567-0323
Aureus
Greenway Holdings,
Inc. 2995 Remington Boulevard
Kissimmee, Florida 34744
(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.
Introductory
Note
As
previously disclosed, on March 8, 2026, Powerus Corporation (formerly known as Aureus Greenway Holdings, Inc.) (prior to the Closing
Date, unless the context otherwise requires, “AGH” and, after the Closing Date, the “Company”) entered into
an Agreement and Plan of Merger (as amended on July 17, 2026, the “Merger Agreement”), by and among AGH, Aureus Merger
Sub Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“Merger Sub”), Autonomous Power
Corporation, a Delaware corporation (“Legacy Powerus”) and Andrew Fox, solely in his capacity as the representative,
agent and attorney-in-fact of the stockholders of Legacy Powerus, providing for the combination of AGH and Legacy Powerus. Under the
Merger Agreement, Merger Sub would merge with and into Legacy Powerus, and Legacy Powerus would continue as the surviving
corporation and a direct subsidiary of the Company (such transaction, the “Merger”).
On
October 1, 2026, the parties consummated the Merger (the “Closing”). Following the Effective Time (as defined in the Merger
Agreement), each issued and outstanding share of Legacy Powerus was converted automatically into 599.18229 (the “Exchange Ratio”)
validly issued, fully paid and non-assessable shares of Company common stock, par value $0.001 per share (“Common Stock”),
and all such converted shares ceased to exist and are no longer outstanding. In connection with the Closing, the Company changed its
name to Powerus Corporation.
The
material provisions of the Merger Agreement are described in AGH’s definitive information statement/prospectus filed on Form S-4
with the U.S. Securities and Exchange Commission (the “SEC”), most recently amended on August 10, 2026 and declared effective
on August 12, 2026 (as amended, the “Information Statement/Prospectus”), in the section entitled “The Merger Agreement”
beginning on page 121, and are incorporated herein by reference.
The
foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the complete
text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and 2.2 and incorporated herein by reference.
| Item
2.01 |
Completion of Acquisition or Disposition of Assets. |
The
disclosure set forth in the “Introductory Note” above, including with respect to the Merger, is incorporated into
this Item 2.01 by reference. Pursuant to the Closing of the Merger, the Company acquired the businesses of Legacy Powerus.
At
the Effective Time, the Company issued approximately 134.6 million shares of Common Stock (the “Merger Consideration”) in
addition to approximately 21.8 million Replacement Options and 28.6 million Replacement Warrants (as such terms are defined in the Merger
Agreement). Immediately following the Effective Time, the Legacy Powerus stockholders owned approximately 83% of the Company’s
issued and outstanding Common Stock. After giving effect to the purchase of the Company’s Series A Preferred Stock pursuant to
an exchange agreement by and among Andrew Fox, Roman Vintfeld and Michael Sinensky, on one hand, and The Steven Scopellite 2021 Irrevocable
Trust, on the other, the Legacy Powerus stockholders hold approximately 93% of the voting power of the Company as of the Closing Date.
| Item 3.03 | Material
Modification to Rights of Security Holders. |
The
information set forth in Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
| Item 4.01 | Changes
in Registrant’s Certifying Accountant. |
(a)
Dismissal of WWC, P.C.
WWC,
P.C. (“WWC”) served as the independent registered public accounting firm of AGH prior to the consummation of the Merger.
On October 1, 2026, WWC was dismissed as the independent registered public accounting firm of the Company to be effective upon completion
by WWC of its review of the financial statements of AGH for the quarter ended September 30, 2026, and the filing of the related Form
10-Q. The decision to dismiss WWC was approved by the Audit Committee of the Board (the “Audit Committee”).
The
reports of WWC on the consolidated financial statements of the Company for the fiscal years ended December 31, 2025 and 2024 did not
contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During
the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, there were (i) no
disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with WWC on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction
of WWC, would have caused it to make reference to the subject matter of the disagreement in connection with its report and (ii) no reportable
events (as described in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in internal control over financial reporting
as of June 30, 2026, related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources, and
(ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements
to formalize key controls over financial reporting, as reported in Part I, Item 4 of AGH’s Quarterly Report on Form 10-Q for the
quarter ended June 30, 2026. The Audit Committee discussed the material weaknesses
in AGH’s internal control over financial reporting with
WWC, and AGH has authorized WWC to respond fully to inquiries of BDO concerning such material weaknesses.
The
Company provided WWC with a copy of the disclosures made in this Item 4.01 and requested WWC to furnish the Company with a letter addressed
to the SEC stating whether it agrees with the statements made by the Company and, if not, stating the respects in which it does not agree.
A copy of WWC’s letter to the SEC dated October 1, 2026 regarding these statements is filed as Exhibit 16.1 to this Current Report
on Form 8-K.
(b)
Appointment of New Independent Registered Public Accounting Firm
BDO
USA, P.C. (“BDO”) served as the independent registered public accounting firm of Legacy Powerus prior to the consummation
of the Merger. On October 1, 2026, the Audit Committee appointed BDO as the independent registered public accounting firm of the Company
to be effective following the Company’s filing of its Form 10-Q for the quarter ended September 30, 2026.
During
the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, neither the Company
nor anyone on its behalf consulted BDO regarding: (i) the application of accounting principles to a specified transaction, either completed
or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report
nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of
Regulation S-K).
| Item 5.01 | Changes
in Control of Registrant. |
The
information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.
| Item 5.02 | Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers. |
Resignation
of Directors
In
accordance with the Merger Agreement, upon consummation of the Merger, Matthew Saker, Xinyue Jasmine Geffner and Christopher Schraft
(the directors then serving on the Board) resigned from the Board and committees of the Board on which they respectively served.
Such resignations were not the result of any disagreements with the Company relating to its operations, policies or
practices.
Appointment
of Directors
Effective
upon the Closing, Andrew Fox, Brett Velicovich, Jason Finger, Matthew Britton and Richard Allorto were appointed to the Board along with
Vuk Jeremic, who remained on the Board. Mr. Fox was appointed as Chairperson. Messrs. Allorto and Jeremic were appointed as Class I directors,
with their terms expiring at the Company’s 2027 annual meeting, Messrs. Velicovich and Britton were appointed as Class II directors,
with their terms expiring at the Company’s 2028 annual meeting, and Messrs. Fox and Finger were appointed as Class III directors,
with their terms expiring at the Company’s 2029 annual meeting.
The
Board has determined that each of Messrs. Finger, Britton, Allorto and Jeremic qualify as “independent” under applicable
Nasdaq listing rules. There are no arrangements or understandings between any director named above and any other person pursuant to which
such director was appointed as a director of the Company. There are no transactions between any director named above and the Company
that would require disclosure pursuant to Item 404(a) of Regulation S-K.
Biographical
information of each director can be found in Exhibit 99.2, which is “furnished” hereto and shall not be deemed to be “filed”
for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.
Board
Committees
As
of the Closing, the Board reconstituted its existing committees as follows:
Audit
Committee: Messrs. Allorto, Finger and Jeremic were appointed to the Audit Committee of the Board, each of whom were determined by
the Board to satisfy the requirements for audit committee membership under the Nasdaq Listing Rules and Rule 10A-3 under the Securities
Exchange Act of 1934, as amended (the “Exchange Act”). Mr. Allorto was appointed chair of the Audit Committee and was designated
as an “audit committee financial expert.”
Compensation
Committee: Messrs. Finger, Britton and Allorto were appointed to the Compensation Committee of the Board. Mr. Finger was appointed
chair of the Compensation Committee.
Nominating
and Corporate Governance Committee: Messrs. Finger, Jeremic and Britton were appointed to the Nominating and Corporate Governance
Committee of the Board. Mr. Finger was appointed chair of the Nominating and Corporate Governance Committee.
Departure
of Executive Officers
In
accordance with the Merger Agreement, effective as of the Closing, Matthew Saker resigned as Interim Chief Executive Officer and director
of the Company, and Sam Wai Sing Lui resigned as Chief Financial Officer of the Company.
Appointment
of Executive Officers
Effective
upon the Closing, the Board appointed Andrew Fox as Chief Executive Officer (principal executive officer), Edward Jordan as Chief Financial
Officer (principal financial officer and principal accounting officer), and Brett Velicovich as President. Biographical information for
Messrs. Fox, Jordan and Velicovich can be found in the Information Statement/Prospectus in the section “Management And Directors
Of Newco After The Merger” beginning on page 183 and are incorporated herein by reference.
There
are no family relationships among any of our executive officers or directors. Other than as set forth in this Current Report on Form
8-K, none of the newly appointed directors are party to any transaction with the Company that would require disclosure under Item 404(a)
of Regulation S-K or any arrangement or understanding with any other person pursuant to which he was selected as a director.
Non-Employee
Director Compensation Program
On
October 1, 2026, the Board approved a new non-employee director compensation program, which includes the following annual cash retainers,
payable in quarterly installments:
| Board Retainers | |
| | |
| Member | |
$ | 40,000 | |
| Audit Committee Retainers | |
| | |
| Chair | |
$ | 20,000 | |
| Non-Chair Member | |
$ | 10,000 | |
| Compensation Committee Retainers | |
| | |
| Chair | |
$ | 15,000 | |
| Non-Chair Member | |
$ | 10,000 | |
| Nom Gov Committee Retainers | |
| | |
| Chair | |
$ | 10,000 | |
| Non-Chair Member | |
$ | 5,000 | |
In
connection with the Closing, each non-employee member of the Board is receiving a one-time
grant of stock options to purchase 50,000 shares of Common Stock, which will vest in four quarterly installments through the earlier
of the next annual shareholder meeting or the first anniversary of the date of grant. Future annual awards will be determined by the
Board at a later time.
All
members of the Board are also reimbursed for reasonable and documented out-of-pocket travel and lodging expenses incurred in connection
with attending meetings and activities of the Board and its committees.
Executive
Employment Agreements
In
connection with their appointments, the Company entered into new employment agreements with each of Andrew Fox and Brett Velicovich (the
“Employment Agreements”).
The
Employment Agreements for Messrs. Fox
and Velicovich each have an initial term of three years from the Effective Date, after which employment continues on an at-will basis
for no set period of time. Mr. Fox will be paid an initial base salary of $350,000 and Mr. Velicovich will be paid an initial base salary
of $350,000 under their respective Employment Agreements. Messrs. Fox and Velicovich will each
be entitled to a target annual incentive award opportunity
of no less than 100% of his then-current annual base salary (the “Target Annual Incentive Award”), with the actual amount
determined pursuant to the Company’s bonus program or cash incentive plan but subject to a floor of $150,000. Each executive will
participate in employee benefit plans in effect from time to time.
If
the executive’s employment is terminated by the Company without cause or by the
executive for good reason, other than in connection with a
change in control, he will be entitled to a prorated annual incentive award for the year of termination, cash severance equal to the
greater of 18 months of base salary or the remainder of the initial term, immediate vesting of time-based equity awards, continued vesting
of performance-based equity awards per the applicable award agreement (or at 100% if not specified), a two-year post-termination stock
option exercise period, and COBRA premium reimbursement for up to 18 months.
If
such termination occurs within three months prior to, upon, or within 12 months following a change in control, the executive would be
entitled to the same equity acceleration and COBRA benefits described above, except that cash severance would equal two times the greater
of his annual base salary immediately prior to termination or immediately prior to the change in control, plus two times the greater
of his Target Annual Incentive Award for the year of termination or the year immediately preceding the change in control. The Employment
Agreements also
contain 12-month post-termination non-competition and non-solicitation covenants.
The
foregoing description of the Employment Agreements does not purport to be complete and is subject to and qualified in its entirety by
reference to the full text of the Employment Agreements, copies of which are attached hereto as Exhibits 10.1 and 10.2 and incorporated
herein by reference.
The
Company also has agreed to amend its Consulting Agreement with Griseo Consulting LLC, the limited liability company owned by Edward Jordan,
to reflect a new annual compensation of $350,000 as well as a one-time bonus payment of $250,000. Mr. Jordan will also receive a
grant of 500,000 restricted stock units as
well as a grant of options to purchase 250,000
shares of Common Stock that will vest over
a year beginning on January 1, 2027. Upon a termination of full-time services without cause, Mr. Jordan would be entitled to a payment
of $150,000 and would provide consulting services for a period of up to one year thereafter for a monthly fee of $10,000.
Stock
Incentive Plan
On
March 8, 2026 and March 9, 2026, the Company’s board of directors and shareholders approved the Powerus 2026 Equity Incentive Plan
(the “2026 Incentive Plan”), subject to the consummation of the Merger. The purpose of the 2026 Incentive Plan is to promote
and closely align the interests of employees, officers, non-employee directors and other individual service providers of the Company
and its stockholders by providing stock-based compensation and other performance-based compensation. The initial share pool under the
2026 Incentive Plan is 50,000,000. The shares that may be issued under the 2026 Incentive Plan will be automatically increased on January
1 of each year beginning in 2027 and continuing through 2036, in an amount equal to the lesser of (i) 5% of the diluted stock (including
Company common stock, preferred stock and unexercised pre-funded warrants) on the preceding December 31, or (ii) such lower (or no) increase
as determined
by the Board or relevant committee thereof.
The
foregoing description of the 2026 Incentive Plan is not complete and is subject to and qualified in its entirety by reference to the
complete text of the 2026 Incentive Plan, a copy of which is attached hereto as Exhibit 10.4 and incorporated herein by reference.
Indemnification
Agreements
On
October 1, 2026, in connection with the Closing, the Company entered into indemnification agreements (each, an “Indemnification
Agreement”) with each of its directors and executive officers that provide for indemnification of certain expenses (including attorneys’
fees), judgments, penalties, fines, and amounts paid in settlement actually and reasonably incurred in any action or proceeding arising
by reason of the indemnitee’s service as a director or officer, as applicable, to the maximum extent permitted by applicable law.
The foregoing description of the Indemnification Agreements does not purport to be complete and is qualified in its entirety by the full
text of the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.7 and is incorporated herein by
reference.
| Item 5.03 | Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On
October 1, 2026, the Company amended and restated its Articles of Incorporation through a filing with the Secretary of State of the State
of Nevada (the “A&R Charter”). The purpose of the A&R Charter was to, among other things, change the Company’s
name to “Powerus Corporation” and increase the number of authorized shares of common stock to 800,000,000.
Also
on October 1, 2026, the Company’s Board adopted amended and restated bylaws (the “A&R Bylaws”). The A&R Bylaws
reflect the Company’s name change and contain a number of material changes from the prior bylaws, including, among other things:
the establishment of a classified board of directors divided into three classes serving staggered three-year terms; changing the quorum
requirement to a majority
of the outstanding voting power; the addition of detailed advance notice and procedural requirements for stockholder nominations and
proposals at annual and special meetings, including specific timing windows, information disclosure obligations, and compliance with
Rule 14a-19 under the Securities Exchange Act of 1934, as amended; a provision that directors may be removed only in the manner set forth
in the articles of incorporation; and the addition of an exclusive forum provision designating the Eighth Judicial District Court of
Clark County, Nevada as the sole and exclusive forum for certain internal corporate claims and the federal district courts of the United
States as the exclusive forum for claims arising under the Securities Act of 1933, as amended.
Certain
other rights of the Company’s stockholders were changed as a result of the A&R Charter and A&R Bylaws. A more detailed
description of the A&R Charter and A&R Bylaws, and the effects thereof, is set forth under the headers “Approval of Newco
Amended and Restated Articles of Incorporation” and “Comparison of Stockholder Rights” beginning
on pages 177 and 195, respectively, in the Information Statement/Prospectus filed on August 10, 2026. Such descriptions contained therein
are incorporated herein by reference.
The
foregoing description of the A&R Charter and the A&R Bylaws is qualified
by reference to the A&R Charter and A&R Bylaws, copies of which are filed hereto as Exhibit 3.1 and 3.2, respectively, and are
incorporated herein by reference.
| Item 5.05 | Amendments
to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics. |
On
October 1, 2026, in connection with the Closing, the Board adopted a new Code of Business Conduct and Ethics of the Company (the “Code
of Conduct”), effective as of such date. The Code of Conduct supersedes the existing Code of Business Conduct and Ethics, as previously
adopted by AGH’s board of directors (the “Existing Code of Conduct”). The Code of Conduct applies to all directors,
officers and employees of the Company and is intended to enhance understanding of the Company’s standards of ethical business practices
and promote awareness of ethical issues that may be encountered in carrying out a director’s, officer’s or employee’s
responsibilities.
The
adoption of the Code of Conduct did not result in any explicit or implicit waiver of any provision of the Existing Code of Conduct. A
copy of the Code of Conduct is available under the Investor Relations-Governance section of the Company’s website at www.power.us.
The information on the Company’s website does not constitute part of this Current Report on Form 8-K and is not incorporated by
reference herein.
| Item
7.01 | Regulation FD
Disclosure. |
On
October 1, 2026, the Company issued a press release announcing the consummation of the Merger, which is included in this Current Report
on Form 8-K as Exhibit 99.1.
The
exhibits furnished under Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section
18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any
filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.
| Item
9.01 | Financial Statements
and Exhibits. |
(a)
Financial statements of businesses or funds acquired
The
financial statements required by this Item 9.01(a) will be filed by amendment to this Current Report on Form 8-K within 71 calendar days
after the date on which this Current Report is required to be filed.
(b)
Pro forma financial information
The
pro forma financial information required by this Item 9.01(b) will be filed by amendment to this Current Report on Form 8-K within 71
calendar days after the date on which this Current Report is required to be filed.
(d)
Exhibits.
The
following exhibits are being filed herewith:
| Exhibit No. |
|
Description |
| 2.1 |
|
Agreement and Plan of Merger, dated as of March 8, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on March 9, 2026). |
| 2.2 |
|
Amendment No. 1 to Agreement and Plan of Merger, dated as of July 17, 2026, by and among Aureus Greenway Holdings Inc., Aureus Merger Sub Inc., Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on July 20, 2026). |
| 3.1 |
|
Amended and Restated Articles of Incorporation of Powerus Corporation. |
| 3.2 |
|
Amended and Restated Bylaws of Powerus Corporation. |
| 4.1 |
|
Form of Replacement Warrant. |
| 10.1 |
|
Amended and Restated Employment Agreement between Powerus Corporation and Andrew Fox, dated October 1, 2026. |
| 10.2 |
|
Amended and Restated Employment Agreement between Powerus Corporation and Brett Velicovich, dated October 1, 2026. |
| 10.4 |
|
Powerus Corporation 2026 Equity Incentive Plan. |
| 10.5 |
|
Form of Non-Qualified Stock Option Award under the Powerus Corporation 2026 Equity Incentive Plan. |
| 10.6 |
|
Form of Restricted Stock Unit Award under the Powerus Corporation 2026 Equity Incentive Plan. |
| 10.7 |
|
Form of Indemnification Agreement. |
| 16.1 |
|
Letter from WWC, P.C. |
| 99.1* |
|
Press Release of the Company dated as of October 1, 2026. |
| 99.2* |
|
Director Biographies |
| 104 |
|
Cover Page Interactive Data File (embedded with 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 duly authorized.
Date:
October 1, 2026
| Powerus Corporation |
|
| |
|
|
| By: |
/s/ Jim
Biehl |
|
| Name: |
Jim Biehl |
|
| Title: |
Chief Legal Officer |
|
Exhibit 99.1
Powerus Completes Merger with Aureus Greenway Holdings;
Powerus Corporation to Ring Nasdaq Opening Bell, Trading as PUSA
Powerus, a U.S. defense technology company focused on autonomous drones
and other unmanned systems, is now publicly traded on Nasdaq.
| ● | Powerus and Aureus Greenway Holdings completed their previously announced merger, effective October 1, 2026. |
| ● | AGH has been renamed Powerus Corporation, and continues to operate as a public company. |
| ● | Shares continue to trade on Nasdaq under the symbol PUSA. There was no change to the symbol in connection with completion. |
Rock Hill, S.C., October 1, 2026 (GLOBE NEWSWIRE) –Autonomous Power
Corporation, dba Powerus (“Powerus”), and Aureus Greenway Holdings Inc. (Nasdaq: PUSA) (“AGH”) today announced
that they have completed their previously announced merger, effective October 1, 2026.
Powerus merged with and into a newly formed subsidiary of AGH, with Powerus
continuing as the surviving entity, and AGH has been renamed Powerus Corporation. Shares of the combined company continue to trade on
the Nasdaq Capital Market under the symbol PUSA. AGH adopted that symbol earlier in anticipation of the combination, and there was no
change to the symbol in connection with the completion.
“When we agreed to combine with Powerus, the case was simple: a U.S.-headquartered
autonomous systems company that was already building and selling,” said Matthew Saker, CEO of AGH. “Today that company is
public. That was the point of the transaction.”
“Completing this transaction puts Powerus in a position to build
at the scale our customers are asking for,” said Andrew Fox, Chief Executive Officer of Powerus. “Our focus does not change
on October 1. The work is the same work.”
“I spent most of my career as the person relying on this equipment
in the field,” said Brett Velicovich, Co-Founder of Powerus. “That is the standard we build to, and it does not change because
the company has a listing.”
Recent Powerus Milestones
The completion of the merger 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. 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, 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. |
| ● | The establishment of a dedicated Guardian counter-UAS manufacturing facility in the United Arab Emirates, through a multi-year partnership
with a regional defense manufacturer. The arrangement does not guarantee any particular level of production, sales, or continuing relationship
with the regional partner. |
| ● | Designation by the U.S. Department of War as an industry participant supporting Falcon Peak 26.2, a U.S. Northern Command and Joint
Interagency Task Force 401 counter-unmanned aircraft systems experiment at Yuma Proving Ground. Participation as an industry participant
in an experiment does not constitute a procurement contract or a commitment to purchase. |
| ● | A limited procurement order from the Ministry of Defence of the Islamic Republic of Pakistan for unmanned aerial systems and associated
support, and a strategic memorandum of understanding with senior Pakistani defense officials. No other terms of the order have been disclosed,
and the memorandum of understanding is not a definitive agreement and may not result in one. |
About Powerus
Powerus (formerly 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
completed its previously announced merger with AGH on October 1, 2026. Learn more at power.us.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. 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. All forward-looking statements are subject to risks, uncertainties and other factors
that may cause actual results, performance or achievements to differ materially from any results expressed or implied by such forward-looking
statements.
As to the business combination between Powerus and AGH, these statements
include, without limitation, the anticipated benefits of the merger; future financial and operating results; 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; and the anticipated benefits and strategic and financial rationale of the merger and other statements
that are not historical facts.
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 orders do 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 Agriculture division distribution agreements with Aerospread Technologies Limited and Sprig Aerospace 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, and the memorandum of understanding
with Pakistani defense officials, may not result in definitive agreements or produce any commercial benefit; (7) that the United Arab
Emirates manufacturing arrangement does not guarantee any particular level of production, sales, or continuing relationship with the regional
partner; (8) that designation as a Falcon Peak 26.2 industry participant does not constitute a procurement contract or a commitment to
purchase; and (9) other Powerus-specific operational uncertainties, including risks related to production scale-up, subsidiary integration,
and reliance on third-party suppliers and government customers.
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 prospectus of AGH. Investors and security holders are urged to read
the registration statement (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 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, at AGH’s website at https://www.aureusgreenway.com/secfilings , or at the Powerus
Website at https://www.power.us/.
Contacts
Powerus Investor Relations
Jason Assad
678-570-6791
Powerus Press Contact
Escalate PR
pr@power.us
Exhibit
99.2
Powerus
Corporation
Board
of Director Biographies
Andrew
Fox
Chief
Executive Officer, Powerus
Andrew
Fox has been Chief Executive Officer of Powerus since October 2025. Mr. Fox has more than three decades of experience founding, scaling,
and leading companies across technology, infrastructure, media, consumer products, and business services. He is the Founder and Chief
Executive Officer of Powerus, an autonomous systems and defense technology company focused on drones, robotics, and autonomous solutions
for government and commercial markets. Mr. Fox previously founded Charge Enterprises, Inc., which he led from inception to a NASDAQ listing
and approximately $700 million in annual revenue over four years, and where he served as Chief Executive Officer and Chairman until his
resignation in August 2023. In March 2024, Charge Enterprises, Inc. filed a voluntary petition for reorganization under Chapter 11 of
the United States Bankruptcy Code in the U.S. Bankruptcy Court for the District of Delaware. Mr. Fox is also Managing Partner of Alliance
Building Services, a privately held facility services company; founder of All Things Good, a nonprofit media platform; and co-founder
of Ready, Set, Food!, an early-childhood nutrition company.
Brett
Velicovich
President,
Powerus
Brett
Velicovich is a Co-Founder of Powerus and has been its President since January 2026. A former U.S. Army Special Operations intelligence
analyst from 2001-2010, Mr. Velicovich served six combat tours in Iraq, Afghanistan, and Somalia, where he was central to America’s
covert drone program hunting high-value terrorist targets including Abu Bakr al-Baghdadi. He is the author of Drone Warrior: An Elite
Soldier’s Inside Account of the Hunt for America’s Most Dangerous Enemies, co-written with Pulitzer Prize-winning journalist
Christopher S. Stewart. A Fox News contributor, Mr. Velicovich has appeared on CNN, CBS, NBC, ABC, BBC, and NPR. He has used drone technology
for humanitarian purposes, including wildlife conservation in Kenya and donating surveillance drones to Somali police. He earned an MBA
in International Business from Duke University’s Fuqua School of Business.
Matt
Britton
Founder
& Chief Executive Officer, Suzy
Matt
Britton is the Founder and Chief Executive Officer of Suzy, a real-time consumer intelligence software platform he launched in 2018.
An entrepreneur with nearly three decades of experience at the intersection of marketing, consumer behavior, and technology, Mr. Britton
previously co-founded Mr. Youth, a youth-marketing agency, in 2002, which was acquired by LBi in 2011 and subsequently rebranded as MRY,
where he served as Chief Executive Officer within the Publicis Groupe network. He also founded Crowdtap, a social media marketing software
platform. Mr. Britton is the author of YouthNation (2015), a bestseller on the influence of youth culture on the American economy, and
Generation AI, which explores how artificial intelligence is reshaping consumer behavior and business. One of the most in-demand keynote
speakers on AI and consumer trends, he has delivered more than 500 keynote presentations to Fortune 500 organizations and has advised
leading brands including Netflix, Coca-Cola, Procter & Gamble, Nintendo, and Visa. Mr. Britton is a graduate of Boston University.
Vuk
Jeremić
President,
Center for International Relations and Sustainable Development (CIRSD)
Vuk
Jeremić is the President of the Center for International Relations and Sustainable Development (CIRSD), a global public policy
think-tank, and Editor-in-Chief of the quarterly magazine “Horizons - Journal of International Relations and Sustainable Development.”
Since 2013, Mr. Jeremić has operated Vuk Jeremić Consulting Agency Belgrade. From November 2022 to September 2023, Mr.
Jeremić served as a director of Onconetix, Inc. (Nasdaq: ONCO, previously named Blue Water Vaccines Inc.). From August 2019 to
December 2021, Mr. Jeremić served on the board of managers of Atomic 47 LLC. In 2016, Mr. Jeremić participated in the official
election for United Nations (UN) Secretary-General. After six rounds of voting in the UN Security Council, he finished in second place,
behind Mr. Antonio Guterres. In June 2012, Mr. Jeremić was directly elected by the majority of the world’s nations to be
the President of the 67th session of the UN General Assembly. During his term in office, he played a leading role in steering the UN
towards the establishment of the Sustainable Development Goals (SDGs). Mr. Jeremić served as Serbia’s Minister of Foreign
Affairs from 2007 to 2012. In 2007, he chaired the Council of Europe’s Committee of Ministers. Mr. Jeremić has lectured
at major universities, think-tanks, and institutes around the world, as well as published opinion pieces in leading outlets including
The New York Times, The Washington Post, The Wall Street Journal, The Financial Times and Le Monde. Mr. Jeremić was named a Young
Global Leader by the World Economic Forum in 2013 and appointed to the Leadership Council of the UN Sustainable Development Solutions
Network (UN SDSN) in 2014. Mr. Jeremić served as the President of the Serbian Tennis Federation from 2011 to 2015.
Mr.
Jeremić holds a bachelor’s degree in theoretical physics from Cambridge University (1998) and a master’s degree in
public administration in international development from Harvard University’s John F. Kennedy School of Government (2003).
Jason
Finger
Co-Founder
& Chairman, Upper90
Jason
Finger is the Co-Founder and Chairman of Upper90, a hybrid investment firm providing credit and equity capital to growing companies across
e-commerce, enterprise software, and fintech, which has deployed more than $1.5 billion of capital globally and was among the first investors
in Thrasio and Clearco (formerly Clearbanc). Mr. Finger is best known as the Co-Founder and former Chief Executive Officer of Seamless
(originally SeamlessWeb), the pioneering online food-ordering platform he launched in 1999, which later combined with Grubhub to form
GrubHub Seamless. He has served as an Entrepreneur in Residence at Bessemer Venture Partners and has been an active early-stage investor
and advisor, with investments including ZocDoc, Betterment, Blue Apron, Skillshare, Conductor, and Clio. Mr. Finger holds a Bachelor
of Science from the University of Maryland and JD and MBA degrees from New York University.
Richard
Allorto
Chief
Financial Officer, PennantPark Investment Advisors
Richard
T. Allorto, Jr. has served as Chief Financial Officer of PennantPark Investment Advisers since June 2022. Mr. Allorto has more than 30
years of experience in accounting, audit, financial reporting, investment management, and public-company governance. At PennantPark,
he serves as Chief Financial Officer of PennantPark Floating Rate Capital Ltd. (NYSE: PFLT) and PennantPark Investment Corporation (NYSE:
PNNT). He leads the finance, operations, and liability management functions of PennantPark Investment Advisers, an SEC-registered investment
adviser with more than $10 billion in assets under management.
Prior
to joining PennantPark, Mr. Allorto served as Chief Financial Officer of Medley Management Inc. from 2010 to 2022. During his tenure
at Medley, he also served as Chief Financial Officer, Treasurer and Secretary of Sierra Income Corporation from 2012 to 2022 and Medley
Capital Corporation (NYSE: MCC) from 2011 to 2020. Earlier in his career, Mr. Allorto served at GSC Group, Inc., including as Chief Financial
Officer of GSC Investment Corp. (NYSE: GNV) from 2008 to 2010. He began his career in public accounting at Arthur Andersen LLP and subsequently
served as an Audit Supervisor at Schering-Plough Corporation.
Mr.
Allorto has extensive experience working with public-company boards and audit committees on financial reporting, valuation, internal
controls, audit, regulatory compliance, and governance matters. He led the accounting, tax, and financial statement workstreams for four
initial public offerings, including Medley Management Inc., Sierra Income Corporation, Medley Capital Corporation, and GSC Investment
Corp. He has also served on the Board of Trustees and as Treasurer of the Shannon Daley Memorial Fund since 2019.
Mr.
Allorto earned a Bachelor of Science in Business Administration with a concentration in Accounting from Seton Hall University and is
a Certified Public Accountant in New Jersey (inactive status).
