Aureus Greenway completes merger with Legacy Powerus, becomes Powerus Corporation

The 8-K discloses that the merger closed and Aureus Greenway acquired Legacy Powerus's businesses. This is the core event of the filing.

Legacy Powerus stockholders held about 83% of the combined company's common stock right after closing, indicating Legacy Powerus shareholders are the dominant owners.

Following a Series A preferred stock exchange, Legacy Powerus stockholders control about 93% of voting power. This concentrates control with the Legacy Powerus group.

The company filed an Item 3.03 disclosure indicating a material modification to the rights of its security holders. The details are incorporated by reference from Items 2.01, 5.01, and 5.03 of the same 8-K, which are not included in this excerpt.

WWC, P.C. was dismissed as the company's independent auditor, effective after it completes its review of the September 30, 2026 quarter and the related Form 10-Q is filed. The decision was approved by the Audit Committee.

BDO USA, P.C. was appointed as the new independent auditor, effective after the company files its Form 10-Q for the quarter ended September 30, 2026. BDO previously served as the auditor of Legacy Powerus prior to the merger.

WWC's audit reports for fiscal years 2024 and 2025 were clean, with no adverse opinion, disclaimer, or qualification. This indicates the auditor change is not driven by disagreements over the financial statements themselves.

The company states there were no disagreements with WWC on accounting principles, financial statement disclosure, or auditing scope during the two most recent fiscal years and the subsequent interim period. This is a standard disclosure required when changing auditors.

The company discloses two material weaknesses in internal control over financial reporting as of June 30, 2026: inadequate segregation of duties and insufficient financial reporting personnel with U.S. GAAP and SEC expertise. These weaknesses were previously reported in the company's Form 10-Q for the quarter ended June 30, 2026.

Upon closing of the merger, the prior CEO and CFO resigned and were replaced by Andrew Fox as CEO, Edward Jordan as CFO, and Brett Velicovich as President. The filing states the director resignations were not due to disagreements with the company.

Five new directors joined the board at closing, with Andrew Fox as Chairperson. The board determined that four of the directors qualify as independent under Nasdaq listing rules.

The new CEO and President each have three-year employment agreements with $350,000 base salaries and target annual incentive awards of at least 100% of base salary, subject to a $150,000 floor. The agreements include severance provisions and 12-month non-compete and non-solicitation covenants.

The new CFO, Edward Jordan, will be compensated through his consulting company at $350,000 annually plus a $250,000 one-time bonus. He will also receive 500,000 restricted stock units and options to purchase 250,000 shares vesting over a year beginning January 1, 2027.

The company's 2026 Equity Incentive Plan has an initial share pool of 50 million shares, with automatic annual increases of up to 5% of diluted stock through 2036. The plan was approved by shareholders in March 2026 subject to merger consummation.

The company amended and restated its Articles of Incorporation to change its legal name from Aureus Greenway Holdings Inc to Powerus Corporation. This is a formal corporate identity change filed with the Nevada Secretary of State.

The amended charter raises the authorized common stock to 800 million shares. This gives the company room to issue additional equity in the future, which could dilute existing holders if used.

The new bylaws create a classified board with three classes serving staggered three-year terms. This makes it harder for shareholders to replace the entire board at once and is a common anti-takeover measure.

The bylaws add detailed advance notice rules for shareholder nominations and proposals, plus an exclusive forum provision designating Nevada state court for internal corporate claims and federal district courts for Securities Act claims. These provisions can make it more difficult for shareholders to bring proposals or litigation outside the designated forums.

The merger between Powerus and Aureus Greenway Holdings closed on October 1, 2026. Powerus merged into a newly formed subsidiary of AGH, with Powerus surviving, and AGH was renamed Powerus Corporation. Shares continue to trade on Nasdaq under the symbol PUSA.

The combined company now operates as Powerus Corporation. The ticker symbol PUSA was already adopted by AGH in anticipation of the combination, so there was no change to the symbol upon completion.

Powerus holds a competitively awarded U.S. Air Force IDIQ contract for its Guardian-2 counter-drone interceptor with a ceiling value of up to $90 million through mid-2028. The filing cautions that an IDIQ contract establishes only a maximum value; actual orders are placed at the government's discretion and may be materially less than the ceiling.

Unusual Machines made a $30 million strategic equity investment in Powerus, deepening the existing supply and manufacturing relationship between the two companies. This investment provides capital and strengthens the partnership.

Powerus launched an agriculture division and announced a $60 million Australia-New Zealand distribution agreement, including an exclusive agency and distribution agreement with Aerospread Technologies and a U.S. partnership with Sprig Aerospace. The filing notes that distribution agreements establish sales arrangements and do not represent firm purchase commitments.

The filing provides biographies for seven proposed directors of Powerus Corporation, including their professional backgrounds and prior experience.

Andrew Fox, the CEO, previously founded Charge Enterprises, Inc., which filed for Chapter 11 bankruptcy in March 2024. This is disclosed in his biography.