Opening the filing
8-K
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.
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.
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”
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.
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.
Exhibit 99.1
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.”