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On completion, AGH will be renamed Powerus Corporation and Powerus will operate as a public company.
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hares will continue to trade on Nasdaq under the symbol PUSA. No change to the symbol is expected in connection with completion.
ROCK HILL, S.C., Sept. 30, 2026 (GLOBE NEWSWIRE) — Autonomous Power Corporation, dba Powerus (“Powerus”), and Aureus Greenway Holdings Inc. (Nasdaq: PUSA) (“AGH”), today announced that the parties currently expect to complete their previously announced merger tomorrow, on October 1, 2026, subject to the satisfaction of the remaining conditions to closing set out in the merger agreement.
On completion, Powerus will merge with and into a newly formed subsidiary of AGH, with Powerus continuing as the surviving entity, and AGH will adopt the name Powerus Corporation. Shares of the combined company are expected to continue trading on the Nasdaq Capital Market under the symbol PUSA. AGH adopted that symbol earlier in anticipation of the combination, and no change to the symbol is expected in connection with completion.
The registration statement on Form S-4 relating to the merger was declared effective by the Securities and Exchange Commission, and the definitive information statement prospectus has been mailed to AGH stockholders. Completion of the merger remains subject to the satisfaction or waiver of the remaining conditions set out in the merger agreement. There can be no assurance that those conditions will be satisfied, that the merger will be completed on the expected timeline, or that it will be completed at all.
“We continue to look forward to closing the combination with Powerus,” said Matthew Saker, Interim Chief Executive Officer of Aureus Greenway Holdings Inc. “I believe it reflects the exciting future ahead for our shareholders as we join forces with a company at the forefront of autonomous defense technology.”
“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.”
“I spent most of my career as the person relying on this equipment in the field,” said Brett Velicovich, Co-Founder of Powerus. “That is the standard we build to, and it does not change because the company has a listing.”
Recent Powerus Milestones
The completion of the merger will follow a series of previously announced Powerus developments:
- A purchase order from a defense prime contractor for the U.S. Department of War, valued at approximately $2.5 million, according to Powerus, for 1,500 U.S.-manufactured FPV aircraft, together with pilot kits and spare parts kits. As previously disclosed, that order does not guarantee future orders, a continuing customer relationship, or program-of-record status.
- A competitively awarded U.S. Air Force indefinite-delivery/indefinite-quantity (IDIQ) contract for the Company’s Guardian-2 counter-drone interceptor, with a ceiling value of up to $90 million and a term running through mid-2028. An IDIQ contract establishes a maximum value; orders are placed at the government’s discretion and actual awards may be materially less than the ceiling.
- A limited procurement order from the U.S. Air Force for Guardian-2 Interceptor systems, placed following a successful demonstration. As previously disclosed, that order does not guarantee future orders, a continuing customer relationship, or program-of-record status.
- Advancement to Phase 3 of the U.S. Army’s xTech Adaptive Strike Competition, following a Phase 2 field evaluation. Participation in a prize competition does not constitute a procurement contract or a commitment to purchase.
- The launch of a Powerus agriculture division, together with a $60 million, according to Powerus, Australia-New Zealand distribution agreement, including an exclusive agency and distribution agreement with Aerospread Technologies Limited of Napier, New Zealand, and a U.S. partnership with Sprig Aerospace. Distribution agreements establish sales arrangements and do not represent firm purchase commitments.
- A $30 million, according to Powerus, strategic equity investment in Powerus by Unusual Machines, Inc., deepening the companies’ existing supply and manufacturing relationship.
- An order placed by Powerus with Unusual Machines valued at more than $5 million, according to Powerus, for U.S.-made, NDAA-compliant components for counter-UAS systems and related drone platforms. This is a purchase by Powerus and does not represent Powerus revenue.
- A memorandum of understanding with UAV software company Swarmer, Inc. to explore the technical and operational feasibility of integrating Swarmer’s swarming and coordination software with the Powerus autonomous systems architecture. The collaboration is exploratory; a memorandum of understanding is not a definitive agreement and may not result in one.
- The establishment of a dedicated Guardian counter-UAS manufacturing facility in the United Arab Emirates, through a multi-year partnership with a regional defense manufacturer. The arrangement does not guarantee any particular level of production, sales, or continuing relationship with the regional partner.
- Designation by the U.S. Department of War as an industry participant supporting Falcon Peak 26.2, a U.S. Northern Command and Joint Interagency Task Force 401 counter-unmanned aircraft systems experiment at Yuma Proving Ground. Participation as an industry participant in an experiment does not constitute a procurement contract or a commitment to purchase.
- A limited procurement order from the Ministry of Defence of the Islamic Republic of Pakistan for unmanned aerial systems and associated support, and a strategic memorandum of understanding with senior Pakistani defense officials. No other terms of the order have been disclosed, and the memorandum of understanding is not a definitive agreement and may not result in one.
About Powerus
Powerus (Autonomous Power Corporation) builds and scales unified autonomous systems designed to move, protect, and sustain critical assets in high-risk environments, with capabilities spanning heavy-lift platforms, autonomous air systems, autonomous maritime systems, mission systems, training and support, and U.S.-based manufacturing. Powerus previously announced a proposed merger with AGH (Nasdaq: PUSA); the merger has not closed and remains subject to the satisfaction of customary closing conditions and applicable regulatory approvals. Learn more at power.us.
Proposed Merger
Powerus has previously announced a proposed merger with Aureus Greenway Holdings Inc. (Nasdaq: PUSA). Under the terms of the previously announced agreement, Powerus will merge with and into a newly formed subsidiary of AGH, with Powerus continuing as the surviving entity and AGH adopting the name “Powerus Corporation.” AGH has changed its Nasdaq ticker to PUSA in anticipation of its pending combination with Powerus, expected to close on or about October 1, 2026, subject to customary closing conditions and receipt of required regulatory approvals. There can be no assurance that the proposed transactions will be consummated or as to the timing of any such consummation.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. As to the expected completion of the merger, these statements include but are not limited to statements regarding the expected timing of completion, the satisfaction of the remaining closing conditions, the renaming of AGH as Powerus Corporation, the continued listing and trading of the combined company’s shares on Nasdaq under the symbol PUSA, the operation of Powerus as a public company following completion, and the previously announced developments described in this release. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,” “plans,” “intends,” “goal,” “anticipates,” “expects,” “believes,” “potential,” or “continue” or negatives of such terms or other comparable terminology. These statements are based on current expectations and assumptions and are subject to risks and uncertainties that could cause actual results to differ materially.
As to the proposed business combination between Powerus and AGH, these statements include, without limitation, statements regarding the proposed merger between Powerus and AGH; the anticipated benefits of the merger; the expected timing of the completion of the merger; the anticipated listing and trading of the combined company’s securities; future financial and operating results; the plans, objectives, expectations and intentions of either company or of the combined company following the merger; anticipated future results of either company or of the combined company following the merger; and the anticipated benefits and strategic and financial rationale of the merger and other statements that are not historical facts and its expected timing.
All forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results, performance or achievements to differ materially from any results expressed or implied by such forward-looking statements. As to the expected completion of the merger described in this release, such factors include, without limitation: (1) that one or more of the remaining conditions to closing may not be satisfied or waived, on the expected timeline or at all; (2) that completion may be delayed beyond October 1, 2026, or beyond the outside date set out in the merger agreement; (3) that the merger agreement may be terminated in accordance with its terms before completion; (4) that continued listing requirements of the Nasdaq Capital Market may not be satisfied; (5) that required regulatory approvals or third party consents may be delayed, conditioned, or withheld; (6) that an event, change or circumstance may arise that gives rise to a termination right; (7) that legal or regulatory proceedings may be instituted in connection with the merger; and (8) that market, economic, political or other conditions may change between the date of this release and completion.
As to the previously announced developments described in this release, such factors include, among others: (1) that the U.S. Air Force IDIQ contract establishes a ceiling value only, that orders are placed at the government’s discretion, that actual orders may be materially less than the ceiling or may not be placed at all, and that the contract is subject to termination for convenience, funding contingencies and task-order variability; (2) that the previously disclosed limited procurement orders do not guarantee future orders, a continuing customer relationship, or program-of-record status; (3) that advancement in the xTech Adaptive Strike Competition does not constitute a procurement contract and may not result in any award or purchase; (4) that the Agriculture division distribution agreements with Aerospread Technologies Limited and Sprig Aerospace establish sales arrangements rather than firm purchase commitments, that stated values may not be realized in whole or in part, and that realization depends on end-customer demand, regulatory approvals and counterparty performance; (5) that required export licenses, authorizations or other governmental consents may be delayed, denied or made subject to conditions; (6) that the memorandum of understanding with Swarmer, and the memorandum of understanding with Pakistani defense officials, may not result in definitive agreements or produce any commercial benefit; (7) that the United Arab Emirates manufacturing arrangement does not guarantee any particular level of production, sales, or continuing relationship with the regional partner; (8) that designation as a Falcon Peak 26.2 industry participant does not constitute a procurement contract or a commitment to purchase; and (9) other Powerus-specific operational uncertainties, including risks related to production scale-up, subsidiary integration, and reliance on third-party suppliers and government customers.
As to the announced merger agreement, such factors include, among others: (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory approvals, including Nasdaq listing requirements which may not be obtained on the expected timeline, or at all; (2) the risk of any event, change or other circumstance that could give rise to the termination of the merger agreement; (3) the possibility that any of the anticipated benefits and projected synergies of the potential transactions will not be realized or will not be realized within the expected time period; (4) the limited operational history of Powerus as a combined organization and integration risks of acquired businesses; (5) diversion of management’s attention or disruption to the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of management from current plans and operations of AGH or Powerus and the ability of AGH or Powerus to retain and hire key personnel; (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners to the transaction; (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; (8) the outcome of any legal or regulatory proceedings that may be instituted against AGH or Powerus related to the merger agreement or the transaction; (9) the risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction; (10) legislative, regulatory, political, market, economic and other conditions, developments and uncertainties affecting AGH’s or Powerus’s businesses; (11) the evolving legal, regulatory, tax, and international trade regimes; (12) the nature, cost and outcome of potential litigation and other legal proceedings, including any such proceedings related to the transactions; (13) restrictions during the pendency of the proposed transaction that may impact AGH’s or Powerus’s ability to pursue certain business opportunities or strategic transactions; and (14) unpredictability and severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak of war or hostilities, as well as AGH’s and Powerus’s response to any of the aforementioned factors.
In connection with the proposed merger, AGH has filed relevant materials with the SEC, including a registration statement on Form S-4, which includes an information statement prospectus, and may file additional materials in the future. Investors and security holders are urged to read those materials because they contain important information. Forward-looking statements speak only as of the date of this release, and except as required by law, neither company undertakes any obligation to update them. This release does not constitute an offer to sell or the solicitation of an offer to buy any securities.
No Offer or Solicitation
This document is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.
Important Information and Where to Find It
In connection with the transaction, AGH has filed a registration statement on Form S-4 with the SEC, which includes an information statement prospectus of AGH, and has mailed a definitive information statement and prospectus to its stockholders. Investors and security holders are urged to read the registration statement (and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the registration statement) because such documents contain important information regarding the proposed transaction and related matters. Investors and security holders may obtain free copies of these documents and other documents filed with the SEC by AGH through the website maintained by the SEC at http://www.sec.gov or at AGH’s website at https://www.aureusgreenway.com/secfilings.
Contacts
AGH Investor Relations
Jason Assad
678-570-6791
Powerus Press Contact
Escalate PR
[email protected]
