Form 8-K

8-K — Aureus Greenway Holdings Inc

Accession: 0001493152-26-024234

Filed: 2026-05-18

Period: 2026-05-18

CIK: 0002009312

SIC: 7997 (SERVICES-MEMBERSHIP SPORTS & RECREATION CLUBS)

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

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UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): May 18, 2026

Aureus

Greenway Holdings Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42507

99-0418678

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

2995

Remington Boulevard

Kissimmee,

Florida

34744

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: (407) 344-4004

N/A

(Former

name or former address, if changed since last report)

Check

the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under

any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities

Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities

registered pursuant to Section 12(b) of the Act:

Title

of each class

Trading

Symbol(s)

Name

of each exchange on which registered

Common

Stock, $0.001 par value

PUSA

The

Nasdaq Stock Market LLC

Indicate

by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging

growth company ☒

an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item

7.01 Regulation FD Disclosure.

May 14, 2026, the Company issued a press release announcing the change in its Nasdaq trading symbol from “AGH” to “PUSA,”

effective May 15, 2026. On May 15, 2026, Nasdaq informed the Company that the effective date for the ticker symbol change would be

May 18, 2026. The Company did not issue a corrective press release in response to this communication. A copy of the original

press release is furnished herewith as Exhibit 99.1.

The

information furnished pursuant to this Item 7.01, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities under that section, nor shall it be deemed to be incorporated by reference in any filing made by the Company under the Securities

Act of 1933, as amended, or the Exchange Act, except as otherwise expressly set forth by specific reference in such filing.

Item

8.01 Other Events.

May 14, 2026, Aureus Greenway Holdings Inc. (the “Company”) announced it would change its trading symbol on The Nasdaq Stock

Market LLC (“Nasdaq”) from “AGH” to “PUSA,” effective at the opening of trading on May 15, 2026.

On May 15, 2026, Nasdaq informed the Company that the effective date for the ticker symbol change would instead be May 18, 2026.

The Company’s common stock, par value $0.001 per share (“Common Stock”), will continue to trade on Nasdaq, and no action

is required by the Company’s stockholders in connection with the symbol change.

The

change in trading symbol is being made in anticipation of the Company’s previously announced proposed business combination with

Autonomous Power Corporation, a Delaware corporation doing business as “Powerus” (the “Business Combination”).

Upon completion of the proposed Business Combination, the combined company is expected to operate as Powerus Corporation and continue

to trade on Nasdaq under the ticker symbol “PUSA,” subject to the satisfaction of customary closing conditions and the receipt

of required regulatory approvals. There can be no assurance that the Business Combination will be completed on the anticipated terms

or at all.

Forward-Looking

Statements

This

Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of

1995. These statements include, but are not limited to, statements regarding the change in the Company’s Nasdaq trading symbol,

the proposed Business Combination between the Company and Powerus and the anticipated benefits thereof, the expected timing of completion

of the proposed Business Combination, the future operation of the combined company as Powerus Corporation, and the continued listing

of the combined company’s common stock on Nasdaq under the ticker symbol “PUSA.” Forward-looking statements may be

identified by terminology such as “may,” “will,” “should,” “plans,” “intends,”

“anticipates,” “expects,” “believes,” “estimates,” “potential,” or “continue,”

or the negatives of such terms or other comparable terminology. The forward-looking statements are based on current expectations and

assumptions believed to be reasonable, but there is no assurance that they will prove to be accurate.

Additional

factors which could affect future results of the Company can be found in the Company’s Annual Report on Form 10-K, Quarterly Reports

on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.

The Company undertakes no obligation to update forward-looking statements, except as required by law.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits.

The

following exhibits are furnished herewith:

Exhibit

No.

Description

99.1**

Press Release of the Company dated May 14, 2026

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document).

Furnished

herewith.

SIGNATURES

Pursuant

to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by

the undersigned hereunto authorized.

Date:

May 18, 2026

Aureus

Greenway Holdings Inc.

By:

/s/

Matthew J. Saker

Name:

Matthew

J. Saker

Title:

Interim

Chief Executive Officer and Director

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Aureus Greenway

Holdings to Change Ticker Symbol to “PUSA” Ahead of Expected Combination With Powerus

Ticker change

effective May 15, 2026, reflects the company’s pending combination with Autonomous Power Corporation, an autonomous drone and defense

technology company

KISSIMMEE, Fla.,

May 14, 2026 (GLOBE NEWSWIRE) — Aureus Greenway Holdings Inc. (Nasdaq: AGH) today announced it will change its Nasdaq ticker

symbol from AGH to PUSA, effective May 15, 2026, in anticipation of its pending combination with Autonomous Power Corporation, doing business

as ‘Powerus’, an autonomous drone and defense technology company. The combination is expected to close in summer 2026, subject

to regulatory approvals and customary closing conditions.

The ticker change

reflects the company’s focus on the Powerus platform and brand. Upon completion of the merger, the combined company will operate

as Powerus Corporation and continue to trade on Nasdaq under the ticker symbol ‘PUSA’. Shareholders currently holding shares

of AGH will hold shares of Powerus Corporation upon closing, with no action required in connection with the ticker symbol change.

“We are

pleased to take this step as we move toward closing the combination with Powerus,” said Matthew Saker, Interim Chief Executive Officer

of Aureus Greenway Holdings Inc. “This ticker change reflects the exciting future ahead for our shareholders as we join forces with

a company at the forefront of autonomous defense technology.”

ABOUT THE

TICKER CHANGE

The ticker symbol

change from AGH to PUSA will be effective on Nasdaq on May 15, 2026. No action is required by current AGH shareholders in connection with

this change. The ticker change does not affect the terms or timing of the pending merger between AGH and Powerus. The merger remains subject

to customary closing conditions including S-4 effectiveness and required regulatory approvals and is expected to close in summer 2026.

There can be no assurance that the proposed transaction will be consummated or as to the timing of any such consummation.

ABOUT AUREUS

GREENWAY HOLDINGS INC.

Aureus Greenway

Holdings Inc. (Nasdaq: AGH) owns and operates golf course properties in Florida, including Kissimmee Bay Country Club and Remington Golf

Club in the greater Orlando region. AGH has entered into a definitive merger agreement with Autonomous Power Corporation, doing business

as ‘Powerus’. Upon closing, the combined company is expected to operate as Powerus Corporation and continue to trade on Nasdaq

under the ticker symbol ‘PUSA’. For more information, visit aureusgreenway.com.

ABOUT POWERUS

Powerus is an

autonomous drone and defense technology company developing next-generation aerial systems, counter-drone solutions, and critical infrastructure

protection platforms for government and commercial customers. The company is building capability to serve a defense and homeland security

market increasingly defined by unmanned systems and the requirement to defend against them. Powerus operates through wholly owned subsidiaries

Kaizen Aerospace, Tandem Defense, and Agile Autonomy. For more information, visit power.us.

FORWARD-LOOKING

STATEMENTS

This press release

contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include,

but are not limited to, statements regarding the proposed business combination and anticipated benefits thereof, including future financial

and operating results, statements related to the expected timing of the completion of the transactions, 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, the anticipated benefits and strategic and financial rationale of the merger and other statements

that are not historical facts. Forward-looking statements may be identified by terminology such as “may,” “will,”

“should,” “targets,” “scheduled,” “plans,” “intends,” “goal,”

“anticipates,” “expects,” “believes,” “forecasts,” “outlook,” “estimates,”

“potential,” or “continue” or negatives of such terms or other comparable terminology. The forward-looking statements

are based on current expectations and assumptions believed to be reasonable, but there is no assurance that they will prove to be accurate.

All forward-looking

statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements of AGH

or Powerus to differ materially from any results expressed or implied by such forward-looking statements. Such factors include, among

others, (1) the risk of delays in consummating the potential transaction, including as a result of required shareholder and 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.

Additional factors

which could affect future results of AGH and Powerus can be found in AGH’s Annual Report on Form 10-K, Quarterly Reports on Form

10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.

Neither Powerus nor AGH undertakes any obligation to update forward-looking statements, except as required by law.

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 will file a registration statement on Form S-4 with the SEC, which will include an information statement and

preliminary prospectus of AGH. After the registration statement is declared effective, AGH will mail to its stockholders a definitive

information statement. Additionally, AGH expects to file other relevant materials with the SEC in connection with the merger. Investors

and security holders are urged to read the registration statement and joint information statement/prospectus when they become available

(and any other documents filed with the SEC in connection with the transaction or incorporated by reference into the joint information

statement/prospectus) because such documents will 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

Investor

Relations

IR@aureusgreenway.com

Press Contact

Maripat Finigan

SVP, Strategic

Communications

pr@power.us

860-508-3828

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