Aureus Greenway Holdings and Powerus File Form S-4 Registration Statement with the SEC

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Aureus Greenway Holdings Inc. (PUSA) and  Autonomous Power Corporation, doing business as Powerus (“Powerus”), have jointly announced the public filing of a Form S-4 registration statement with the U.S. Securities and Exchange Commission (SEC). The filing marks a key step in the process toward completing the proposed business combination between the two companies.

The registration statement has not yet become effective. Consequently, the securities described within the filing may not be sold, nor may offers to buy be accepted, prior to the time the registration statement becomes effective.

Strategic Positioning and Transaction Structure

The proposed transaction is expected to position the combined company as a vertically integrated leader in low-cost, domestically produced defense autonomy and counter-drone technology.

Under the terms of the previously announced agreement, Powerus will merge with and into a newly formed subsidiary of Aureus Greenway Holdings Inc. Powerus will continue as the surviving entity, and Aureus Greenway Holdings Inc. will adopt the corporate name Powerus Corporation. In anticipation of the pending combination, Aureus Greenway Holdings Inc. has already changed its Nasdaq ticker symbol to PUSA, under which the combined company is expected to continue trading upon completion.

Leadership from both organizations commented on the regulatory progress:

"Filing the Form S-4 moves this combination from agreement to execution. Every step in this process is about giving Powerus the platform to scale what we’ve already built, and we’re treating each regulatory milestone with the discipline our shareholders and the market expect," said Andrew Fox, CEO of Powerus.

"We are pleased to have filed the registration statement in connection with 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."

About the Companies

Powerus builds and scales unified autonomous systems designed to move, protect, and sustain critical assets in high-risk environments. Its capabilities span heavy-lift platforms, autonomous air systems, autonomous maritime systems, mission systems, training and support, and U.S.-based manufacturing. Powerus operates through its subsidiaries, each a Powerus company.

Aureus Greenway Holdings Inc. currently owns and operates golf course properties in Florida, including Kissimmee Bay Country Club and Remington Golf Club in the greater Orlando region.

Each party has provided its own information regarding its business, operations, financial condition, technology, products, certifications, contracts, and prospects. Neither party has independently verified the other party's information, and each disclaims any representation or warranty as to the accuracy, completeness, or reliability of the other party's information.

Closing Timeline and Conditions

The transaction is expected to close in summer 2026, subject to customary closing conditions. These include the effectiveness of the registration statement on Form S-4 and applicable regulatory approvals. There can be no assurance that the proposed transactions will be consummated or as to the timing of any such consummation. Additional information regarding the proposed transaction is available in the registration statement and related materials filed with the SEC.

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