| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 per share |
| (b) | Name of Issuer:
Powerus Corp |
| (c) | Address of Issuer's Principal Executive Offices:
885 Paragon Way, Rock Hill,
SOUTH CAROLINA
, 29730. |
Item 1 Comment:
Explanatory Note
This Amendment No. 2 (this "Amendment No. 2") amends and supplements the statement on Schedule 13D originally filed with the Securities and Exchange Commission (the "SEC") on October 13, 2026 by the Reporting Persons (the "Original Schedule 13D), as amended by Amendment No. 1 thereto filed with the SEC on October 26, 2026 ("Amendment No. 1 the Original Schedule 13D, as amended by Amendment No. 1 and this Amendment No. 2, this "Schedule 13D"). This Amendment No. 2 is being filed to report the transfer by Aeromaris of 3,000,000 shares of Common Stock to the PR Neshama Irrevocable Trust (the "Trust"), an irrevocable trust for the benefit of Mr. Sinensky's three children and their descendants, in a private gift transaction on October 30, 2026.
This Schedule 13D relates to the common stock, par value $0.001 per share (the "Common Stock"), of Powerus Corporation (f/k/a Aureus Greenway Holdings Inc.), a Nevada corporation (the "Issuer"). The Common Stock is listed on The Nasdaq Stock Market LLC under the ticker symbol "PUSA." The principal executive offices of the Issuer are located at 885 Paragon Way, Rock Hill, South Carolina 29730. |
| Item 2. | Identity and Background |
|
| (a) | This Schedule 13D is being filed by Michael Sinensky, a citizen of the United States, and Aeromaris MAS LLC, a Puerto Rico limited liability company ("Aeromaris" and together, the "Reporting Persons"). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit 99.6, pursuant to which the Reporting Persons have agreed to file this Schedule 13D jointly in accordance with Rule 13d-1(k)(1) under the Act. |
| (b) | The business address of each of the Reporting Persons is c/o Powerus Corporation, 885 Paragon Way, Rock Hill, SC 29730. Mr. Sinensky is the owner and managing member of Aeromaris and has served as the Co-founder & EVP of Marketing and Comms of the Issuer since October 1, 2026. Aeromaris is an investment vehicle managed by Mr. Sinensky. As noted in Item 5, Aeromaris also is the beneficial owner of 2.5 million shares of Series A Preferred Stock, giving the Reporting Persons control of approximately 17.8% of the voting power of the Issuer. |
| (c) | The Trust is an irrevocable trust governed by the laws of Puerto Rico.and is managed by an independent trustee (the "Trustee"), who holds sole voting and investment power over the shares of Common Stock held by the Trust. The beneficiaries of the Trust are Mr. Sinensky's three children and their descendants; neither Mr. Sinensky nor Ms. Sinensky is a beneficiary of the Trust. The Trust is not a Reporting Person, and neither Mr. Sinensky nor Aeromaris has or shares voting or investment power over, or is a beneficial owner of, the shares of Common Stock held by the Trust. |
| (d) | During the last five years, none of the Reporting Persons has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | On October 1, 2026 (the "Closing Date"), pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated March 8, 2026, as amended by Amendment No. 1, dated July 17, 2026, by and among the Issuer, Aureus Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of the Issuer ("Merger Sub"), Autonomous Power Corporation, a Delaware corporation d/b/a Powerus ("Powerus"), and Andrew Fox (as Stockholder Representative), and the conditions set forth therein, Merger Sub merged with and into Powerus, with Powerus surviving the merger as a wholly owned subsidiary of the Issuer (the "Merger"). In connection with the Merger, the Issuer changed its name to "Powerus Corporation."
In connection with the consummation of the Merger and other contemporaneous transactions (the "Closing"), all of the outstanding shares of common stock, par value $0.001 per share, of Powerus ("Powerus Common Stock") were converted into shares of Common Stock of the Issuer at an exchange ratio of 599.18229 shares of Common Stock for each share of Powerus Common Stock (the "Exchange Ratio") plus a pro rata portion of 55,000,000 additional shares of Common Stock (the "Earn Out Shares"). Fractional shares were rounded up to the nearest whole number. No cash consideration was paid in connection with the Merger. Additionally, each right to acquire Powerus Common Stock that was outstanding and unexercised, whether vested or unvested, immediately prior to the effective time of the Merger ceased to represent a right to acquire shares of Powerus Common Stock and was converted automatically into a right to acquire Common Stock, equitably adjusted by the Exchange Ratio. Aeromaris received 16,423,718 shares of Common Stock in exchange for its shares of Powerus Common Stock (100,000 of which were exchanged for Series A Preferred stock as noted in Item 5) and Mr. Sinensky received options to purchase up to 3,000,106 additional shares of Common Stock at a price of $0.75 per share. No funds were borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities reported herein. The closing price of the Common Stock on October 1, 2026, was $3.20. |
| Item 4. | Purpose of Transaction |
| | The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
The Reporting Persons acquired beneficial ownership of the securities reported herein in connection with the Merger.
On October 30, 2026, Aeromaris transferred 3,000,000 shares of Common Stock (the "Transferred Shares") to the Trust. Upon completion of the transfer, each of the Reporting Persons ceased to have any beneficial ownership or other interest in the Transferred Shares. The transfer was made for personal purposes and was not made with any purpose of changing or influencing control of the Issuer.
The Reporting Persons acquired the securities reported herein for investment purposes. In his capacity as Co-founder & EVP of Marketing and Comms of the Issuer, Mr. Sinensky may have influence over the corporate activities of the Issuer, including activities which may relate to items described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. The Reporting Persons expect to review from time to time their investment in the Issuer and may, depending on market and other conditions, and subject to any agreements between the Reporting Persons and the Issuer, including as described herein, and applicable legal requirements, (i) purchase or acquire additional shares of Common Stock, options, or related derivatives in the open market, in privately negotiated transactions, or otherwise; (ii) sell or dispose of all or a portion of the shares of Common Stock now beneficially owned or hereafter acquired by them; and (iii) engage in communications with, without limitation, other officers and employees of the Issuer, other shareholders of the Issuer, one or more members of the Board, or other relevant parties regarding the Issuer, including but not limited to its business, operations, governance, and control.
Other than as described herein, the Reporting Persons do not have any plans or proposals relating to or that would result in any of the events or matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D, although, subject to the agreements described herein and applicable legal requirements, the Reporting Persons may, at any time and from time to time, participate in discussions concerning, or formulate or review plans or proposals that may result in, one or more of the actions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
(a), (b) The responses of each of the Reporting Persons with respect to Rows 7 through 13 of the cover pages of this Schedule 13D are incorporated herein by reference.
As of the date hereof, Mr. Sinensky may be deemed to beneficially own, in the aggregate, 16,323,824 shares of Common Stock, consisting of (i) 12,323,718 shares of Common Stock held directly by Aeromaris, (ii) 1,000,000 shares of Common Stock held directly by Irina Sinensky, Mr. Sinensky's spouse, and (iii) 3,000,106 shares of Common Stock issuable upon the exercise of options held directly by Mr. Sinensky, representing approximately 9.8% of the shares of Common Stock outstanding. Aeromaris may be deemed to beneficially own 12,323,718 shares of Common Stock, representing approximately 7.5% of the shares of Common Stock outstanding. Mr. Sinensky, as the owner and managing member of Aeromaris, may be deemed to beneficially own the shares held by Aeromaris. Because Mr. Sinensky and Ms. Sinensky may discuss investment decisions in the ordinary course of their marriage, Mr. Sinensky may be deemed to share voting and dispositive power with Ms. Sinensky over the 1,000,000 shares of Common Stock held directly by her. Pursuant to Rule 13d-4 under the Act, Mr. Sinensky disclaims beneficial ownership of the shares held by Ms. Sinensky, and the filing of this Schedule 13D shall not be deemed an admission that Mr. Sinensky is the beneficial owner of such shares for purposes of Section 13(d) of the Act or for any other purpose. Mr. Sinensky has sole voting and dispositive power over 15,323,824 shares of Common Stock and shared voting and dispositive power over 1,000,000 shares of Common Stock. Aeromaris has sole voting and dispositive power over 12,323,718 shares of Common Stock.
The percentages set forth herein are based on 163,838,861 shares of Common Stock outstanding immediately following the Closing, as reported in the Issuer's Current Report on Form 8-K filed on October 6, 2026, plus, in the case of Mr. Sinensky, the 3,000,106 shares of Common Stock issuable upon exercise of the options held by him.
Separate from the Common Stock, as described in Item 6, Aeromaris acquired 2,500,000 shares of Series A Preferred Stock of the Issuer, which shares vote together with the Common Stock and each hold twenty votes per share, in exchange for 100,000 shares of Common Stock. Following the Merger and related transactions, the Reporting Persons are estimated to hold approximately 17.8% of the voting power of the Issuer. The Reporting Persons' beneficial ownership of Common Stock as set forth in this Item 5 does not include the voting power attributable to the Series A Preferred Stock. |
| (b) | See (a) above |
| (c) | On October 23, 2026, Aeromaris transferred 1,000,000 shares of Common Stock to Irina Sinensky, the spouse of Mr. Sinensky, as a private gift transaction for no consideration. On October 30, 2026, Aeromaris transferred 3,000,000 shares of Common Stock to the Trust as a private gift transaction for no consideration. Except as described in this Item 5(c), none of the Reporting Persons has effected any new transactions in shares of Common Stock during the past 60 days. |
| (d) | Irina Sinensky has the right to receive dividends from, and the proceeds from the sale of, the 1,000,000 shares of Common Stock held directly by her. Except as set forth in the preceding sentence, no other person is known by the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock that may be deemed to be beneficially owned by the Reporting Persons as provided for herein. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information contained in Item 3 of this Schedule 13D is incorporated herein by reference.
Merger Agreement. The description of the Merger Agreement contained in Item 3 of this Schedule 13D is incorporated herein by reference. The Merger Agreement, dated March 8, 2026, as amended by Amendment No. 1, dated July 17, 2026, is by and among the Issuer, Merger Sub, Powerus, and Andrew Fox (as Stockholder Representative). The Merger Agreement governs the Merger and the conversion of Powerus Common Stock into Common Stock of the Issuer at the Exchange Ratio, as well as the issuance of Earn Out Shares. The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the full text of the Merger Agreement and Amendment No. 1, copies of which are filed as Exhibits 99.1 and 99.2 hereto and are incorporated herein by reference.
Preferred Stock Exchange. In connection with the Merger, Aeromaris acquired 2,500,000 shares of the Issuer's Series A Preferred Stock from The Steven Scopellite 2021 Irrevocable Trust in exchange for 100,000 shares of Common Stock pursuant to a Preferred Stock Exchange Agreement, a copy of which is filed as Exhibit 99.4 hereto and is incorporated herein by reference. In the same transaction, two other purchasers each independently acquired an aggregate of 7,500,000 shares of the Series A Preferred Stock.
Lock-Up. In connection with the Merger Agreement, the Reporting Persons, along with other holders of Autonomous Power Corporation securities, agreed not to sell or otherwise dispose of or transfer any Common Stock held by such stockholder immediately after the effective time of the Merger (the "Lock-Up Shares"). The Lock-Up Shares are scheduled to be released in three tranches, with 33.33% of the Lock-Up Shares released upon each of the (a) Closing of the Merger, (b) 90 days after Closing, and (c) 180 days after Closing. The foregoing description does not purport to be complete and is qualified in its entirety by the full text of the form of lock-up agreement, a copy of which is filed as Exhibit 99.5 hereto and is incorporated herein by reference.
Gift to Spouse. On October 23, 2026, Aeromaris transferred 1,000,000 shares of Common Stock to Irina Sinensky as a bona fide gift. The gift was not made pursuant to any written agreement. Other than the marital relationship between Mr. Sinensky and Ms. Sinensky, in the ordinary course of which they may discuss investment decisions, there are no contracts, arrangements, understandings or relationships between Mr. Sinensky (or Aeromaris) and Ms. Sinensky with respect to the voting, transfer or disposition of the gifted shares.
Gift to Trust. On October 30, 2026, Aeromaris transferred 3,000,000 shares of Common Stock to the Trust as a bona fide gift for no consideration. The Trustee holds sole voting and investment power over the shares held by the Trust Ms. Sinensky serves as a distribution adviser to the Trust on a non-binding basis, and she has no voting or investment power over the shares held by the Trust.
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons or between the Reporting Persons and any other person, with respect to the securities of the Issuer. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit Description
99.1 Agreement and Plan of Merger, dated as of March 8, 2026, by and among the Issuer, Merger Sub, Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on March 9, 2026).
99.2 Amendment No. 1 to Agreement and Plan of Merger, dated as of July 17, 2026, by and among the Issuer, Merger Sub, Autonomous Power Corporation, and Andrew Fox, solely in his capacity as the Stockholder Representative (incorporated by reference from Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on July 20, 2026).
99.3 Form of Nonqualified Option Award (incorporated by reference from Exhibit 10.5 to the Issuer's Current Report on Form 8-K filed October on 1, 2026).
99.4 Preferred Stock Exchange Agreement (incorporated by reference from Exhibit 99.4 to the Reporting Person's 13D filed on October 13, 2026).
99.5 Form of Lock-Up Agreement (incorporated by reference from Exhibit 99.5 to the Reporting Person's 13D filed on October 13, 2026).
99.6 Joint Filing Agreement, dated October 13, 2026, by and between Michael Sinensky and Aeromaris MAS LLC (incorporated by reference from Exhibit 99.6 to the Reporting Person's 13D filed on October 13, 2026). |
