Aureus Greenway Closes Merger, Becomes Powerus Corporation

What happened

Aureus Greenway Holdings Inc. closed its merger with Autonomous Power Corporation on October 1, 2026, according to a Form 8-K filed that day with the Securities and Exchange Commission. The combined company changed its name to Powerus Corporation. Its common stock continues to trade on the Nasdaq Stock Market under the ticker PUSA.

Under the merger agreement, a subsidiary of Aureus merged into Autonomous Power, which survived as a subsidiary of the company. Each outstanding share of Autonomous Power was converted into 599.18229 shares of the company's common stock, a ratio the filing calls the Exchange Ratio. The company issued roughly 134.6 million shares as merger consideration, plus about 21.8 million replacement options and 28.6 million replacement warrants.

Immediately after the deal, former Autonomous Power stockholders owned about 83% of the company's outstanding common stock. After an exchange agreement involving the purchase of the company's Series A Preferred Stock, the filing says those stockholders held about 93% of the company's voting power as of the closing date.

The filing describes the transaction as a combination of Aureus Greenway, which it lists as a membership sports and recreation clubs business, and Autonomous Power Corporation. The filing does not state what Autonomous Power does or why the companies combined.

The stock reaction

PUSA closed at $3.20 on the day of the filing, down 17.53% from the previous close of $3.88, according to the price data. Volume was 3,639,565 shares, about 6.37 times the average volume of 571,052 and roughly 4.1 standard deviations above normal.

The filing itself does not explain the price move, and no source provided attributes a cause to it.

New board, officers and pay

In line with the merger agreement, directors Matthew Saker, Xinyue Jasmine Geffner and Christopher Schraft resigned from the board, and Matthew Saker stepped down as interim chief executive officer while Sam Wai Sing Lui resigned as chief financial officer. The filing says the director resignations were not the result of disagreements with the company over operations, policies or practices.

Effective at closing, Andrew Fox, Brett Velicovich, Jason Finger, Matthew Britton and Richard Allorto joined the board, with Vuk Jeremic remaining. Fox was appointed chairperson. The board classified the directors into three classes with terms expiring at the 2027, 2028 and 2029 annual meetings, and the filing states that Finger, Britton, Allorto and Jeremic qualify as independent under Nasdaq listing rules.

The board appointed Andrew Fox as chief executive officer, Edward Jordan as chief financial officer and Brett Velicovich as president. Fox and Velicovich each have a three-year employment agreement with an initial base salary of $350,000 and a target annual bonus of at least 100% of base salary, subject to a $150,000 floor, according to the filing.

The board also approved a non-employee director compensation program: a $40,000 annual board retainer, committee chair retainers of $20,000 (audit), $15,000 (compensation) and $10,000 (nominating and corporate governance), smaller retainers for non-chair committee members, and a one-time grant to each non-employee director of options to buy 50,000 shares that vest in four quarterly installments.

The auditor change

The audit committee dismissed WWC, P.C., Aureus Greenway's independent registered public accounting firm, effective after WWC finishes reviewing the company's financial statements for the quarter ended September 30, 2026, and the related Form 10-Q is filed. The company appointed BDO USA, P.C., which had been Autonomous Power's auditor, effective after that same filing.

The filing says WWC's reports on the company's financial statements for fiscal 2025 and 2024 contained no adverse opinion or disclaimer and were not qualified or modified as to uncertainty, audit scope or accounting principles. It also says there were no disagreements with WWC on accounting principles, practices, financial statement disclosure or auditing scope or procedure.

The filing does disclose one prior issue: material weaknesses in internal control over financial reporting as of June 30, 2026, related to inadequate segregation of duties for certain key functions due to limited staff and resources, and a lack of sufficient accounting personnel with knowledge of U.S. GAAP and SEC reporting requirements. Those weaknesses were reported in the company's Form 10-Q for the quarter ended June 30, 2026. WWC is filing a letter with the SEC, attached as Exhibit 16.1, stating whether it agrees with the company's statements.

What this means

A Form 8-K is the report a U.S.-listed company must file with the SEC when certain significant events occur, generally within four business days. The numbered items in the filing mark which events are being reported. This one covers a broad list: completion of an acquisition (2.01), a change to the rights of security holders (3.03), a change in certifying accountant (4.01), a change in control (5.01), changes to directors and officers (5.02), amendments to the charter or bylaws (5.03), a change to the company's fiscal year or code of ethics (5.05), and a Regulation FD disclosure (7.01).

The merger here is a reverse merger in practical effect: Autonomous Power's shareholders ended up with about 83% of the combined company, and after the preferred stock exchange, about 93% of the voting power. Aureus Greenway was the listed shell that Autonomous Power used to become a public company. That is why every item fires at once — the listed company's board, management, auditor and even its name all change at the closing.

The Exchange Ratio of 599.18229 is the conversion factor. Each old Autonomous Power share became just under 600 new PUSA shares, so the pre-merger holders received roughly 134.6 million shares on top of whatever existed before.

The Series A Preferred Stock referenced in the filing is a separate class of equity that typically carries special voting or conversion rights. The filing says an exchange agreement involving Andrew Fox, Roman Vintfeld and Michael Sinensky, on one side, and The Steven Scopellite 2021 Irrevocable Trust, on the other, changed who held it, which is why the voting percentage moved from about 83% to about 93%. The filing does not describe the terms of that preferred stock or the exchange in detail.

An auditor change is a routine consequence of a merger this size, but it is also an item the SEC watches closely. When a company replaces its independent accountant, it must say whether there were disagreements over accounting or auditing matters and whether the old auditor's reports were qualified. Here the company says there were none, while disclosing that its internal controls had material weaknesses as of June 30, 2026. The successor auditor inherits the job of auditing a company whose control environment the filing says needed improvement.

Replacement options and warrants are existing equity awards and rights to buy shares that were converted into awards over the new company's stock, rather than being cashed out. They are exercisable in the future at terms set out in the merger agreement.

What normally happens next is largely administrative: the company files its Form 10-Q for the quarter ended September 30, 2026, at which point WWC's dismissal and BDO's appointment become effective. Nothing in the filing identifies a future event beyond that. The filing does not state what the new Powerus Corporation's business consists of, and the sources provided do not explain why the stock fell.