Aureus Greenway Holdings Inc

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.

The foregoing description of the Merger Agreement is not complete and is subject to and qualified in its entirety by reference to the complete text of the Merger Agreement, a copy of which is attached hereto as Exhibit 2.1 and 2.2 and incorporated herein by reference.

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.

The information set forth in Items 2.01, 5.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference.

(a) Dismissal of WWC, P.C.

WWC, P.C. (“WWC”) served as the independent registered public accounting firm of AGH prior to the consummation of the Merger. On October 1, 2026, WWC was dismissed as the independent registered public accounting firm of the Company to be effective upon completion by WWC of its review of the financial statements of AGH for the quarter ended September 30, 2026, and the filing of the related Form 10-Q. The decision to dismiss WWC was approved by the Audit Committee of the Board (the “Audit Committee”).

The reports of WWC on the consolidated financial statements of the Company for the fiscal years ended December 31, 2025 and 2024 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, there were (i) no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) with WWC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of WWC, would have caused it to make reference to the subject matter of the disagreement in connection with its report and (ii) no reportable events (as described in Item 304(a)(1)(v) of Regulation S-K) except for the material weaknesses in internal control over financial reporting as of June 30, 2026, related to (i) inadequate segregation of duties for certain key functions due to limited staff and resources, and (ii) a lack of sufficient financial reporting and accounting personnel with appropriate knowledge of U.S. GAAP and SEC reporting requirements to formalize key controls over financial reporting, as reported in Part I, Item 4 of AGH’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026. The Audit Committee discussed the material weaknesses in AGH’s internal control over financial reporting with WWC, and AGH has authorized WWC to respond fully to inquiries of BDO concerning such material weaknesses.

The Company provided WWC with a copy of the disclosures made in this Item 4.01 and requested WWC to furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company and, if not, stating the respects in which it does not agree. A copy of WWC’s letter to the SEC dated October 1, 2026 regarding these statements is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(b) Appointment of New Independent Registered Public Accounting Firm

BDO USA, P.C. (“BDO”) served as the independent registered public accounting firm of Legacy Powerus prior to the consummation of the Merger. On October 1, 2026, the Audit Committee appointed BDO as the independent registered public accounting firm of the Company to be effective following the Company’s filing of its Form 10-Q for the quarter ended September 30, 2026.

During the Company’s two most recent fiscal years and the subsequent period from January 1, 2026 to October 1, 2026, neither the Company nor anyone on its behalf consulted BDO regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that BDO concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

The information set forth in Items 2.01 and 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Resignation of Directors

In accordance with the Merger Agreement, upon consummation of the Merger, Matthew Saker, Xinyue Jasmine Geffner and Christopher Schraft (the directors then serving on the Board) resigned from the Board and committees of the Board on which they respectively served. 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” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act regardless of any general incorporation language in such filing.