Form 8-K/A

8-K/A — Powerus Corp

Accession: 0001493152-26-047462

Filed: 2026-10-16

Period: 2026-10-01

CIK: 0002009312

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

Item: Financial Statements and Exhibits

Documents

8-K/A — form8-ka.htm (Primary)

EX-99.1 (ex99-1.htm)

EX-99.2 (ex99-2.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A

8-K/A (Primary)

Filename: form8-ka.htm · Sequence: 1

true

0002009312

2026-10-01

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K/A

(Amendment

No. 1)

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Date

of Report (Date of earliest event reported): October 1, 2026

Powerus

Corporation

(Exact

name of registrant as specified in its charter)

Nevada

001-42507

99-0418678

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

885

Paragon Way

Rock

Hill, South Carolina

29730

(Address

of principal executive offices)

(Zip

Code)

Registrant’s

telephone number, including area code: 561-567-0323

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. ☐

Explanatory

Note

July 16, 2026, Powerus Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”)

a Current Report on Form 8-K (the “Original 8-K”) to report that it completed the acquisition with Autonomous Power Corporation

(“Legacy Powerus” and such acquisition, the “Acquisition”) on October 1, 2026, pursuant to the terms of the Agreement

and Plan of Merger, dated as of March 8, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among

the Company, Aureus Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of the Company, and Legacy Powerus.

This

Amendment No. 1 (this “Amendment”) amends the Original 8-K to include (i) the financial statements of Legacy Powerus required

by Item 9.01(a) and (ii) the pro forma financial information of the Company required by Item 9.01(b). The Company previously indicated

in the Original 8-K that such financial statements and pro forma information would be provided no later than 71 days from the date on

which the Original 8-K was required to be filed.

Item

9.01 Financial Statements and Exhibits.

(a)

Financial statements of businesses or funds acquired

The

unaudited financial statements of Legacy Powerus for the six months ended June 30, 2026 and the accompanying notes are attached to this

Current Report on Form 8-K as Exhibit 99.2.

(b)

Pro forma financial information

accordance with Item 9.01(b), the unaudited condensed combined financial information of AGH and Legacy Powerus for the six months ended

June 30, 2026 and the related notes thereto are attached to this Current Report on Form 8-K as Exhibit 99.2.

(d)

Exhibits.

The

following exhibits are being filed herewith:

Exhibit

No.

Description

99.1

Unaudited financial statements of Legacy Powerus as of and for the six months ended June 30, 2026.]

99.2

Unaudited Pro Forma Financial Statements of Aureus Greenway Holdings and Autonomous Power Corporation as of and for the six months ended June 30, 2026.

104

Cover

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

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 duly authorized.

Date:

October 16, 2026

Powerus

Corporation

By:

/s/

Jim Biehl

Name:

Jim

Biehl

Title:

Chief

Legal Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Autonomous

Power Corporation

Condensed

Consolidated Financial Statements

of and for the Six Months ended June 30, 2026 and June 30, 2025

AUTONOMOUS

POWER CORPORATION

TABLE

OF CONTENTS

Page(s)

Condensed

Consolidated Balance Sheets

Condensed

Consolidated Statements of Comprehensive Loss

Condensed

Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

Condensed

Consolidated Statements of Cash Flows

6-7

Notes

to Unaudited Condensed Consolidated Financial Statements

8-30

AUTONOMOUS

POWER CORPORATION

CONDENSED

CONSOLIDATED BALANCE SHEETS

(in

dollars, except share amounts)

(unaudited)

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

ASSETS

Current Assets

Cash and cash

equivalents

$ 25,007,680

$ 630,408

$ 27,352

Accounts receivable

2,652,973

78,850

Prepaid expenses and other

receivables

5,329,331

Inventory, net

5,424,985

12,041

Investments in debt securities

62,912,734

Other

current assets

599,075

12,028

Total

current assets

101,926,778

642,436

118,243

Property and equipment,

net

78,114

Intangible assets, net

2,305,740

Goodwill

3,422,507

Total

assets

$ 107,733,139

$ 642,436

$ 118,243

LIABILITIES, AND STOCKHOLDERS’

EQUITY / (DEFICIT)

Current Liabilities:

Accounts payable and accrued

expenses

9,491,829

496,159

175,933

Treasury stock payable - related party

2,000,000

Deferred revenue

2,684,910

215,106

Deferred revenue - related parties

190,000

Promissory note payable to AGH

20,000,000

Deferred acquisition consideration

- related parties

2,000,000

Due to related parties

(other)

319,531

261,434

Line of credit, related

party

184,990

Share subscription liability

635,258

Total

current liabilities

36,366,739

1,450,948

837,463

Warrant liability

23,656,124

Total

liabilities

$ 60,022,863

$ 1,450,948

$ 837,463

Commitments and Contingencies

(Note 20)

Stockholders’ Equity

/ (Deficit)

Common stock, $0.001 par

value, 250,000 shares authorized and 132,952 shares issued and outstanding at June 30, 2026; 250,000 shares authorized; 100,000

shares issued and outstanding at December 31, 2025 (Successor); 10,000,000 authorized, 5,000,000 shares issued and outstanding at

December 31, 2025 (Predecessor).

141

100

500

Additional paid-in capital

68,020,780

Stock subscription receivable

(100 )

Accumulated other comprehensive

loss

(160,136 )

Accumulated deficit

(18,150,509 )

(808,512 )

(719,720 )

Treasury stock

(2,000,000 )

Total

stockholders’ equity / (deficit)

47,710,276

(808,512 )

(719,220 )

Total

liabilities, and stockholders’ equity / (deficit)

$ 107,733,139

$ 642,436

$ 118,243

See

accompanying notes to the unaudited condensed consolidated financial statements

AUTONOMOUS

POWER CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(in

dollars, except share amounts)

(unaudited)

Successor

Predecessor

Six months

ended

Period

Six months

ended

June

30, 2026

1/1/2026-1/30/2026

June

30, 2025

Revenue

Product sales

$ 5,092,511

$ -

$ 219,714

Service

revenue

578,378

15,400

Total revenues

$ 5,670,889

$ -

$ 235,114

Cost of revenue / cost of

sales

Product sales

3,011,201

57,224

Service

revenue

467,811

2,920

Total

cost of revenues / cost of sales

$ 3,479,012

$ -

$ 60,144

Gross Profit

2,191,877

174,970

Operating Expenses

General and administrative

15,936,607

110,913

336,052

Sales and marketing

3,467,506

1,442

Research and development

1,442,402

24,206

Depreciation and amortization

62,403

Other

operating expenses

887,816

3,258

Total operating expenses

21,796,734

135,163

340,752

Operating loss

(19,604,857 )

(135,163 )

(165,782 )

Interest expense

920,698

2,966

1,500

Interest income

(478,021 )

Loss on extinguishment

of debt

3,650,387

Change

in fair value of warrants

(6,343,876 )

Other

(income) / expense, net

(12,048 )

Loss before income taxes

(17,341,997 )

(138,129 )

(167,282 )

Provision for income taxes

Net

loss

$ (17,341,997 )

$ (138,129 )

$ (167,282 )

Other comprehensive loss:

Unrealized loss on AFS

debt securities

160,136

Comprehensive

loss

$ (17,502,133 )

$ (138,129 )

$ (167,282 )

See

accompanying notes to the unaudited condensed consolidated financial statements

AUTONOMOUS

POWER CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

(in

dollars, except share amounts)

(unaudited)

Common Stock

Stock Subscription

Additional

Paid

Accumulated

Total Stockholders’

Amount

Receivable

Capital

Deficit

Balance - January 1, 2025 (Predecessor)

5,000,000

$ 500

$ -

$ (179,130 )

$ (178,630 )

Net

loss for the six months ended June 30,2025

(167,282 )

Balance - June 30,

2025 (Predecessor)

5,000,000

$ 500

$ -

$ (346,412 )

$ (345,912 )

Common

Stock

Common

Stock

Subscription

Additional

Paid

Accumulated

Total

Stockholders’

Amount

Receivable

Capital

Deficit

Balance

- January 1, 2026 (Predecessor)

5,000,000

$ 500

$ -

$ (719,720 )

$ (719,220 )

Net

loss for the period from January 1, 2026 through January 30, 2026

(138,129 )

Balance

- January 30, 2026 (Predecessor)

5,000,000

$ 500

$ -

$ (857,849 )

$ (857,349 )

Common

Stock

Common

Stock

Subscription

Additional

Paid

Treasury

Accumulated

Other Comprehensive Income

Accumulated

Total

Stockholders’

Amount

Receivable

Capital

Stock

(Loss)

Deficit

Balance

- January 1, 2026 (Successor)

100,000

$ 100

$ (100 )

$ -

$ (808,512 )

Capital contributions

39,600

Issuance

of common stock pursuant to KCGI Private Placement

27,809

50,000,554

50,000,582

Pre-funded

American Ventures Series IV Warrants issued

3,650,000

Issuance

of common stock pursuant to 2025 Subscription Agreements

13,398

(602,464 )

6,031,145

5,428,694

Stock-based

compensation

8,299,481

Treasury

stock

(8,345 )

(2,000,000 )

Collection

of subscription receivable associated with previously issued common stock

602,564

Unrealized

loss on AFS debt securities

(160,136 )

Net

loss for the six months ended June 30, 2026

(17,341,997 )

Balance

- June 30, 2026 (Successor)

132,952

$ 141

$ -

$ 68,020,780

$ (2,000,000 )

$ (160,136 )

$ (18,150,509 )

$ 47,710,276

See

accompanying notes to the unaudited condensed consolidated financial statements

AUTONOMOUS

POWER CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

dollars, except share amounts)

(unaudited)

Successor

Predecessor

For

the Six

Months ended

June

30, 2026

Period

January 1, 2026 through

January

30, 2026

For

the Six

Months ended

June

30, 2025

Operating Activities:

Net loss

$ (17,341,997 )

$ (138,129 )

$ (167,282 )

Adjustments to reconcile net loss to net cash

used in operating activities:

Depreciation and amortization

112,736

Stock-based compensation

8,299,481

Loss on extinguishment

3,650,387

Interest on investments in debt securities

317,885

Change

in fair value of warrants

(6,343,876 )

Amortization of debt discount

187,146

Accretion of discount on deferred acquisition consideration

117,071

Changes in operating assets

and liabilities, net of acquisitions:

Accounts receivable

(2,652,973 )

78,850

195,245

Inventory, net

(5,424,985 )

(155,534 )

Prepaid expenses and other receivables

(5,329,331 )

6,415

Other current assets

(302,802 )

Accounts payable and accrued expenses

8,366,656

(10,627 )

416

Deferred revenue

2,467,507

4,640

25,182

Deferred revenue - related party

190,000

Net

cash (used in) operating activities

$ (13,687,095 )

$ (65,266 )

$ (95,558 )

Investing Activities:

Purchases of Property and Equipment

(5,884 )

Purchases of Intangible assets

(200,000 )

Acquisition of businesses, net of cash acquired

(2,630,307 )

Deferred acquisition consideration paid

(656,091

)

Investment in debt securities

(63,675,000 )

Net

cash (used in) investing activities

$ (67,167,282 )

$ -

Financing Activities:

Capital contributions

39,600

Proceeds from issuance of common stock

54,777,018

Collection of subscription receivable

602,564

Proceeds from note payable

20,000,000

78,240

Proceeds from issuance of senior notes and

warrants

35,000,033

Repayment of senior note

(5,187,566 )

Due to/from related party

38,200

(82,229 )

Net

cash proceeds provided by (used in) financing activities

$ 105,231,649

$ 38,200

$ (3,989 )

NET (DECREASE) / INCREASE IN CASH AND CASH

EQUIVALENTS

24,377,272

(27,066 )

(99,547 )

CASH AND CASH EQUIVALENTS

- Beginning of period

630,408

27,352

105,026

CASH AND CASH EQUIVALENTS

- End of period

$ 25,007,680

$ 286

$ 5,479

See

accompanying notes to the unaudited condensed consolidated financial statements

AUTONOMOUS

POWER CORPORATION

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in

dollars, except share amounts)

(unaudited)

Successor

Predecessor

June

30, 2026

January

30, 2026

June

30, 2025

SUPPLEMENTAL DISCLOSURES OF NONCASH INVESTING AND FINANCING ACTIVITIES

Deferred acquisition consideration

recognized in connection with business combinations

$ 2,665,526

$ -

Treasury stock payable

$ 2,000,000

Common stock issued as noncash consideration

for an intangible asset

$ 17,000

$ -

SUPPLEMENTAL CASH FLOW DISCLOSURES

Cash paid during the year for:

Interest

$ 100,591

$ -

Income taxes

$ -

See

accompanying notes to the unaudited condensed consolidated financial statements

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

ORGANIZATION AND BUSINESS DESCRIPTION

Autonomous

Power Corporation (the “Company” or “APC”) was incorporated in Delaware on October 8, 2025. The Company was formed

to acquire, develop, and operate businesses focused on autonomous systems, unmanned platforms, and related defense and industrial technology

solutions.

Prior

to 2026, the Company had no revenue-generating operations, and its activities consisted primarily of formation, fundraising, business

development, acquisition-related activities, and other organizational activities.

January 15, 2026, the Company acquired Tandem Defense LLC (“Tandem”), a defense technology company engaged in the design

and development of unmanned aerial systems and related tactical defense solutions. The Tandem acquisition was not material to the consolidated

financial statements.

January 30, 2026, the Company acquired Kaizen Aerospace, Inc. (“Kaizen”), which manufactures and sells drone platforms and

provides related drone services.

February 20, 2026, the Company acquired Agile Autonomy LLC (“Agile”), which provides maritime autonomy and unmanned systems

integration services, including the retrofitting of manned vessels into remotely operated or autonomous surface vessels, integration

of unmanned aerial systems, customer-funded special projects, and related technical support. See Note 3 for further information regarding

the Company’s acquisitions.

On March 8, 2026, the Company entered into an Agreement and Plan of

Merger, which was amended in July 2026, with Aureus Greenway Holding, Inc. (“AGH”). The merger closed on October 1, 2026.

See Note 21 for further information regarding the merger with AGH.

The

accompanying consolidated financial statements include the results of operations, cash flows, assets, and liabilities of Kaizen, Agile

and Tandem from their respective acquisition dates.

Unless

otherwise indicated, references in these consolidated financial statements to “Autonomous Power Corporation,” the “Company,”

“we,” “us,” or “our” refer to Autonomous Power Corporation and its consolidated subsidiaries, taken

as a whole.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis

of Presentation and Principles of Consolidation

The

accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles

generally accepted in the United States of America (“U.S. GAAP”). References to applicable accounting guidance are to the Accounting

Standards Codification (“ASC”) and Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards

Board (“FASB”). The unaudited condensed consolidated financial statements should read in conjunction with the Company’s

annual financial statements as of December 31, 2025 (Successor), the period from October 8, 2025 (inception) through December 31, 2025

(Successor), for the period from January 1, 2026 through January 30, 2026 (Predecessor) and as of and for the years ended December 31,

2024 and 2023 (Predecessor).

The

unaudited condensed consolidated financial statements include the accounts of Autonomous Power Corporation and its consolidated subsidiaries.

The Company consolidates entities in which it has a controlling financial interest from the date control is obtained. All intercompany

balances and transactions have been eliminated in consolidation.

The accompanying unaudited condensed consolidated financial statements include

successor and predecessor periods. The successor periods reflect the financial position, results of operations, changes in stockholders’

equity, and cash flows of Autonomous Power Corporation and its consolidated subsidiaries (the “Successor”). The predecessor

periods reflect the historical financial position, results of operations, changes in stockholders’ equity, and cash flows of Kaizen prior

to its acquisition by the Company (the “Predecessor”) on January 30, 2026.

The

assets acquired and liabilities assumed in business combinations are recognized at their acquisition-date fair values. The results of

operations and cash flows of acquired businesses are included in the unaudited condensed consolidated financial statements beginning

on the date the Company obtains control. The successor and predecessor periods are presented on different bases and are not directly

comparable.

The

accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars, except for share, unless otherwise

indicated.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Use

of Estimates

The

preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions

that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the condensed

consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period.

Significant

estimates include, but are not limited to, estimates related to revenue recognized over time, total estimated costs to complete customer

contracts, the valuation and recoverability of inventory, the useful lives and recoverability of property and equipment and intangible

assets, purchase accounting estimates, goodwill, the valuation allowance recorded against deferred tax assets, stock-based compensation,

and the assessment of contingencies.

the condensed consolidated balance sheets, estimates are used in determining the valuation and recoverability of assets and in determining

the reported amounts of certain liabilities, all of which also impact the condensed consolidated statements of operations. Estimates

are often based on judgments and assumptions that the Company believes to be reasonable but are inherently uncertain. The Company regularly

evaluates estimates and assumptions using historical experience and expectations about future events. The Company adjusts estimates and

assumptions when facts and circumstances indicate the need for change. Actual results could differ from those estimates.

Cash

and Cash Equivalents

Cash

and cash equivalents include cash on hand, cash held in bank accounts, and highly liquid investments with original maturities of three

months or less at the time of purchase. Due to their short-term nature, cash and cash equivalents are carried at cost, which approximates

fair value.

Cash

and cash equivalents are maintained with financial institutions, and amounts on deposit may exceed federally insured limits. The Company

has not experienced any losses in such accounts. The Company did not have any restricted cash balances as of the condensed consolidated

balance sheet dates presented.

Investment

in Debt Securities

The

Company invests excess cash in U.S. Treasury securities, corporate bonds and other debt securities. The Company classifies these investments

as available-for-sale (AFS) debt securities and records them at fair value.

Investments

in debt securities are measured at fair value, with unrealized gains and losses, net of any

applicable tax effects, recorded in accumulated other comprehensive income (loss). Realized

gains and losses from the sale or maturity of debt securities are recognized in earnings

using the specific identification method. Interest income, including the amortization of

premiums and accretion of discounts, is recognized using the effective interest method and

is included within interest income in the accompanying condensed consolidated statements

of operations.

The

Company evaluates Investments in debt securities for impairment and expected credit losses in accordance with ASC 326, Financial Instruments

– Credit Losses. For securities in an unrealized loss position, the Company assesses whether the decline in fair value is attributable

to credit-related factors. Credit-related impairments are recognized through an allowance for credit losses with a corresponding charge

to earnings, while non-credit-related changes in fair value are recognized in accumulated other comprehensive income (loss). Any allowance

for credit losses is recorded through earnings and is limited to the amount by which amortized cost exceeds fair value. As of June 30,

2026, management concluded that no allowance for credit losses was required.

Investments

in debt securities are presented within current assets as the Company manages these investments as part of its treasury and liquidity

management activities.

Although

certain investments have contractual maturities greater than one year, the Company classifies these investments as current assets because

they are available to fund the Company’s current operations and liquidity requirements.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Accounts

Receivable and Allowance for Credit Losses

Accounts

receivable are recorded at the invoiced amount and do not bear interest. The Company evaluates the collectability of accounts receivable

in accordance with ASC 326, Financial Instruments—Credit Losses (“ASC 326”). The allowance for credit losses is based

on management’s estimate of expected credit losses over the contractual life of the receivables, considering customer-specific facts

and circumstances, historical collection experience, current economic conditions, reasonable and supportable forecasts, and subsequent

collections, as applicable. Accounts receivable are written off when deemed uncollectible. As of June 30, 2026, December 31, 2025

(Successor), and December 31, 2025 (Predecessor), no allowance for credit losses was recorded. During the six months ended June

30, 2026 (Successor) and 2025 (Predecessor), the Company did not write-off any accounts receivable.

Concentration

of Credit Risk

Financial

instruments that potentially subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents, accounts

receivable, revenue, deferred revenue, and concentration of suppliers.

The

Company’s accounts receivable may be concentrated among a limited number of customers due to the nature of its operations and customer

contracts. In the normal course of business, the Company provides credit terms to its customers. The Company performs ongoing credit

evaluations of its customers, generally does not require collateral, and considers the credit risk profile of the customer from which

the receivable is due in evaluating collection risk. The Company monitors the creditworthiness of its customers and evaluates expected

credit losses in accordance with ASC 326.

Customers

that accounted for 10% or greater of revenue were as follows:

Successor

Predecessor

Six

Months

Ended

June

30, 2026

Period

from January 1,

2026 through

January

30, 2026

Six

Months

Ended

June

30, 2025

Customer A

$ 1,810,000

$ -

Customer B

$ 926,994

$ -

Customer C

$ 889,170

$ -

Customer D

$ 792,460

$ -

Customer E

$ -

$ 154,000

Customer F

$ -

$ 65,714

Total revenue

$ 5,670,889

$ -

$ 235,114

Customers

that accounted for 10% or greater of deferred revenue were as follows:

Successor

Predecessor

30-Jun-26

31-Dec-25

Customer G

$ 1,312,500

$ -

Customer H

$ 644,515

$ -

Customer I

$ -

$ 164,744

Customer J

$ -

$ 50,362

Total deferred revenue

$ 2,684,910

$ -

$ 215,106

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Concentration

of Suppliers

The

Company depends on suppliers, subcontractors, collaborators, and contract manufacturers for the supply of products, raw materials, components,

technical services, and project-related support. The Company is dependent on certain suppliers, subcontractors, collaborators, and contract

manufacturers that individually represent 10% or more of the Company’s cost of revenues. For the six months ended June 30, 2026,

four vendors individually represented 10% or more of the Company’s total purchases, accounting for approximately 15%, 13%, 12%,

and 12% respectively. For the six months ended June 30, 2025, two vendors individually represented 10% or more of the Company’s

total purchases, accounting for approximately 15%, and 13%, respectively. Disruption from these suppliers, subcontractors, collaborators,

or contract manufacturers could have a negative impact on the Company’s business, financial position, results of operations, or

cash flows.

Prepaid

Expenses and Other Receivables

Prepaid

expenses and other receivables consist primarily of advance payments made to contract manufacturers, prepaid consulting and advisory

services, and overpayments on vendor or credit card balances. These amounts are initially recorded as current assets on the condensed

consolidated balance sheet and are subsequently expensed in the condensed consolidated statement of operations over the period in which

the economic benefits are consumed or realized.

See

Note 6 for further information regarding the Company’s prepaid expenses and other receivables.

Inventory,

Net

Inventory

consists of parts and finished goods held for customer projects. Inventory is accounted for in accordance with ASC 330, Inventory

(“ASC 330”), and is stated at the lower of cost or net realizable value. Cost is determined using specific identification

or another method that approximates cost the weighted-average cost method, as applicable to the related inventory category. Management

evaluates inventory for excess, obsolete, or slow moving items based on expected usage, customer project requirements, physical condition,

and other relevant factors. Adjustments to reduce inventory to net realizable value are recognized in cost of revenues in the period

identified. See Note 7 for further information regarding the Company’s inventory.

Property

and Equipment, Net

Property

and equipment are recorded at cost, net of accumulated depreciation. Expenditures for additions and improvements that extend the useful

lives of assets are capitalized, while maintenance and repair costs are expensed as incurred. Depreciation is computed using the straight-line

method over the estimated useful lives of the related assets. When property and equipment are retired or otherwise disposed of, the related

cost and accumulated depreciation are removed from the accounts, and any resulting gain or loss is recognized in the condensed consolidated

statement of operations.

The

estimated useful lives of property and equipment are as follows:

Asset

category

Useful

lives (years)

Equipment

to 5

Furniture

and Fixtures

to 5

See

Note 9 for additional information regarding the Company’s property and equipment.

Intangible

Assets, Net

The

Company accounts for intangible assets in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”).

Intangible assets acquired in business combinations are recognized at their acquisition-date fair values. Intangible assets acquired

in asset acquisitions are recorded based on the cost of the acquisition, including directly attributable transaction costs, and allocated

to the assets acquired on a relative fair value basis in accordance with ASC 805-50, Business Combinations—Related Issues

(“ASC 805-50”).

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Intangible

assets with finite useful lives are amortized using the straight-line method over their estimated useful lives. Amortization of customer

relationships and trade names is included in operating expenses in the condensed consolidated statements of operations. Amortization

of developed technology is included in cost of sales. The Company evaluates intangible assets for impairment when events or changes in

circumstances indicate that the carrying amount may not be recoverable.

Intangible

assets with indefinite useful lives are not amortized but are tested for impairment annually and whenever events or changes in circumstances

indicate that it is more likely than not that the asset is impaired.

The

estimated useful lives of the Company’s intangible assets are as follows:

Intangible

asset category

Useful

lives (years)

Developed

technology

Tradenames

and trademarks

5-10

Website

Intellectual

property

Indefinite

See

Note 10 for further information regarding the Company’s intangible assets.

Goodwill

The

Company accounts for goodwill in accordance with ASC 350, Intangibles—Goodwill and Other (“ASC 350”). Goodwill

represents the excess of consideration transferred over the fair value of identifiable assets acquired and liabilities assumed in a business

combination.

Goodwill

is not amortized but is tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that

goodwill may be impaired. The Company evaluates goodwill for impairment at the reporting unit level. As of June 30, 2026, the Company

had one reporting unit for purposes of evaluating goodwill for impairment. The Company performs its annual goodwill impairment test during

the fourth quarter of each fiscal year.

The

Company may first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting

unit is less than its carrying amount. If the qualitative assessment indicates that it is more likely than not that the carrying amount

of the reporting unit exceeds its fair value, or if the Company elects to bypass the qualitative assessment, the Company performs a quantitative

impairment test. An impairment loss is recognized to the extent the carrying amount of a reporting unit exceeds its fair value, limited

to the amount of goodwill allocated to that reporting unit. See Note 10 for further information regarding the Company’s goodwill.

Impairment

of Long-lived Assets

The

Company assesses long-lived assets, including property and equipment and finite-lived intangible assets, for impairment whenever events

or changes in circumstances indicate that the carrying amount of an asset group may not be recoverable in accordance with ASC 360, Property,

Plant, and Equipment (“ASC 360”).

The

Company evaluates recoverability at the asset group level by comparing the carrying amount of the asset group to the undiscounted future

cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount of the asset group is

not recoverable, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value.

Fair

Value of Certain Assets and Liabilities

The

Company accounts for fair value measurements in accordance with ASC 820, Fair Value Measurement (“ASC 820”). The carrying

amounts of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and

accrued expenses, and deferred acquisition consideration - related parties approximate fair value due to their short-term nature or contractual

terms.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

The

three levels of the fair value hierarchy are:

● Level

1 – Quoted prices in active markets for identical assets or liabilities.

● Level

2 – Observable inputs other than quoted prices included in Level 1, including quoted

prices for similar assets or liabilities in active markets and other market-corroborated

inputs.

● Level

3 – Unobservable inputs that reflect the Company’s assumptions about the assumptions

market participants would use in pricing the asset or liability.

The

fair value of the warrant liability is determined using a valuation model that incorporates assumptions including expected volatility,

expected term, risk-free interest rate and other market-based inputs, as applicable. Changes in fair value are recognized in earnings

in the period in which they occur.

See

Note 8, Investments in Debt Securities, and Note 19, Fair Value Measurements, for additional information.

Business

Combinations

The

Company accounts for business combinations in accordance with ASC 805, Business Combinations (“ASC 805”). The Company

recognizes identifiable assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree at their acquisition-date

fair values. The excess of consideration transferred over the fair value of identifiable net assets acquired is recognized as goodwill.

The

operating results of acquired businesses are included in the condensed consolidated statements of operations from the date the Company

obtains control. Acquisition-related costs are expensed as incurred and included in general and administrative expenses.

The

Company’s acquisition accounting may be provisional during the measurement period when information necessary to complete the accounting

for a business combination is not available as of the reporting date. Measurement period adjustments are recognized in the period in

which the adjustment amounts are determined, as if the accounting had been completed as of the acquisition date. The measurement period

may not exceed one year from the acquisition date. See Note 3 for further information regarding the Company’s acquisitions.

Asset

Acquisitions

The

Company accounts for asset acquisitions in accordance with ASC 805-50, Business Combinations, Related Issues (“ASC 805-50”).

Assets acquired and liabilities assumed in an asset acquisition are recognized based on the cost to the Company, including consideration

transferred and directly attributable transaction costs, and are allocated to the individual assets acquired and liabilities assumed

on a relative fair value basis. Goodwill is not recognized in an asset acquisition.

Variable

Interest Entities and Equity Method Investments

The

Company evaluates its interests in legal entities to determine whether the entity is a variable interest entity (“VIE”) in

accordance with ASC 810, Consolidation (“ASC 810”). The Company consolidates a VIE when it has both (i) the power

to direct the activities that most significantly impact the VIE’s economic performance and (ii) the obligation to absorb losses

of the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE.

The

Company accounts for investments in entities that it does not consolidate, but over which it has the ability to exercise significant

influence, under the equity method of accounting in accordance with ASC 323, Investments—Equity Method and Joint Ventures

(“ASC 323”). Under the equity method, investments are initially recorded at cost and subsequently adjusted for the Company’s

share of the investee’s earnings or losses, distributions received, and impairments, if any. The Company evaluates equity method

investments for impairment when events or changes in circumstances indicate that the carrying amount of the investment may not be recoverable.

See Note 17 for further information regarding the Company’s investments.

Party

The

Company identifies and discloses related party transactions in accordance with ASC 850, Related Party Disclosures (“ASC

850”). Related parties include the Company’s officers, directors, principal stockholders, affiliates, and entities under

common ownership or control. See Note 18 for further information regarding the Company’s related party transactions and balances.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Debt

and Notes Payable

The

Company accounts for debt obligations in accordance with ASC 470, Debt (“ASC 470”). Debt obligations are initially

recognized at the principal amount of proceeds received or, when issued as noncash consideration, at the fair value of the obligation

incurred, net of debt discounts and debt issuance costs, as applicable. Debt issuance costs and debt discounts are presented as a direct

deduction from the carrying amount of the related debt and are amortized to interest expense over the contractual term of the debt using

the effective interest method.

When

debt is issued with detachable instruments, the Company allocates the proceeds between the debt instrument and the detachable instruments

based on the applicable accounting guidance. Amounts allocated to detachable equity-classified instruments are recorded in equity, and

any resulting discount on the debt instrument is amortized to interest expense using the effective interest method.

The

Company evaluates debt instruments and embedded features to determine whether any features are required to be accounted for separately

as derivatives under ASC 815, Derivatives and Hedging (“ASC 815”). Embedded features that are not required to be bifurcated

are accounted for together with the debt host. Debt obligations are derecognized when the obligation is extinguished, including when

the Company is legally released from being the primary obligor, in accordance with ASC 405, Liabilities (“ASC 405”),

and ASC 470. Gains and losses on extinguishment are recognized in the condensed consolidated statements of operations as the difference

between the reacquisition price and the net carrying amount of the extinguished debt. See Note 12 for further information regarding the

Company’s debt and notes payable.

Warrants

The

Company accounts for warrants as either equity-classified or liability-classified instruments based on the specific terms of the warrant

agreements and the applicable authoritative guidance, including ASC 480, Distinguishing Liabilities from Equity (“ASC 480”),

and ASC 815, Derivatives and Hedging (“ASC 815”). Equity-classified warrants are recorded in additional paid-in capital

and are not remeasured after issuance.

When

warrants are issued with debt or other financing instruments, the Company allocates proceeds to the warrants based on the applicable

accounting guidance. Amounts allocated to equity-classified warrants are recorded in additional paid-in capital. See Note 13 for further

information regarding the Company’s warrants.

Subscriptions

The

Company accounts for share subscription proceeds in accordance with ASC 505, Equity (“ASC 505”), and considers the

liability classification guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”), as applicable. Cash

received from investors for shares that have not been issued and remain subject to substantive closing conditions is recorded as a liability

until the Company has issued the related shares and has an unconditional right to retain the proceeds. Upon issuance of the related shares,

the liability is reclassified to condensed consolidated stockholders’ equity. See Note 14 for further information regarding the

Company’s share subscriptions.

Revenue

Recognition

The

Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers (“ASC 606”). Revenue

is recognized when, or as, control of promised goods or services is transferred to the customer in an amount that reflects the consideration

to which the Company expects to be entitled in exchange for those goods or services.

The

Company’s revenues are generated primarily from product sales of drone and related equipment and service revenue from consulting

and technical support services, systems integration projects, and customer-funded special projects.

The

Company’s contracts generally include fixed consideration specified in customer contracts or invoices. The Company does not have

material arrangements with variable consideration, significant financing components, noncash consideration, or consideration payable

to customers. Payment terms generally require customer payment within 30 days of invoice issuance, contract initiation, delivery of goods,

or completion of services, depending on the terms of the underlying arrangement.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Product

sales generally consist of drone and related equipment sales. Revenue from product sales is recognized at a point in time, generally

upon delivery, when control transfers to the customer. The Company generally identifies a single performance obligation to transfer the

related goods to the customer. Shipping and handling activities performed after control of a product has transferred to the customer

are accounted for as fulfillment activities and not as separate performance obligations.

Service

revenue generally consists of consulting, technical support, systems integration, and customer-funded project arrangements. The Company

generally identifies a single performance obligation consisting of an integrated service that combines multiple interdependent activities

to deliver a single overall outcome. These performance obligations are generally satisfied over time because the customer simultaneously

receives and consumes the benefits of the Company’s performance as the services are provided. Revenue from these arrangements is

recognized over time using a cost-to-cost input method. Under this method, revenue is recognized based on costs incurred to date relative

to total estimated costs expected to satisfy the performance obligation.

Accounts

receivable represent unconditional rights to consideration from customers. Deferred revenue represents amounts billed to or received

from customers before the related performance obligations have been satisfied. Customer deposits are recorded as deferred revenue when

consideration is received before control of the related goods or services is transferred to the customer. Deferred revenue is recognized

as revenue when, or as, the Company transfers control of the related goods or services to the customer in accordance with ASC 606.

The

Company evaluates whether it is acting as principal or agent in arrangements that involve third-party service providers or collaborators.

When the Company controls the specified goods or services before they are transferred to the customer, the Company recognizes revenue

on a gross basis as principal. Amounts paid to third-party service providers or collaborators are recognized as cost of revenues or capitalized

as contract costs when the criteria in ASC 340-40 are met.

Product

Warranty

The

Company provides standard assurance-type warranties for certain product sales. These warranties generally provide customers with protection

against non-conformance to agreed product specifications for a limited period following delivery. The Company accrues estimated warranty

costs, if any, at the time the related revenue is recognized based on available information, including historical warranty experience,

current product sales, and known warranty claims. Product warranty reserves are included in accounts payable and accrued expenses in

the condensed consolidated balance sheets. The Company did not recognize a material warranty liability as of the condensed consolidated

balance sheet dates presented and did not incur material warranty expense during the periods presented. See Note 4 for further information

regarding the Company’s revenue, contract balances, and contract costs.

Cost

of Revenues / Cost of Sales

Cost

of revenues/cost of sales consists primarily of contract labor, materials and supplies, freight and shipping costs, subcontractor

costs, collaborator costs, amortization of developed technology and other direct costs incurred to fulfill customer contracts. Such costs

are recognized in cost of revenues as the related goods or services are transferred to the customer or as incurred when the costs do

not qualify for capitalization under ASC 340-40.

Collaborative

Arrangements

The

Company evaluates collaborative arrangements in accordance with ASC 808, Collaborative Arrangements (“ASC 808”). Transactions

with collaborative arrangement participants are accounted for based on their nature. Amounts paid to collaborators that assist the Company

in fulfilling customer contracts are recognized as cost of revenues or capitalized as contract costs when the criteria in ASC 340-40

are met. Amounts received from customers are accounted for under ASC 606 when the customer obtains goods or services that are an output

of the Company’s ordinary activities. See Note 5 for further information regarding the Company’s collaborative arrangement.

General

and Administrative Expenses

General

and administrative expenses include consulting and contractor costs, professional fees, legal costs, software subscription costs, travel,

and other costs related to the Company’s formation and general operations. General and administrative expenses are recognized as

incurred.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Sales and Marketing Expenses

Sales and marketing expenses consist primarily

of advertising and promotional activities, public relations and investor awareness programs, trade show and marketing event costs, outbound

shipping costs, business development activities, employee compensation and stock-based compensation associated with sales and marketing

personnel, and other costs incurred to generate customer awareness and support revenue growth. Sales and marketing expenses are recognized

as incurred.

Research and Development Expenses

Research and development expenses consist primarily

of costs incurred in the design, development, testing and enhancement of the Company’s products, technologies and prototypes. Research

and development expenses include prototype and engineering costs, materials and components used in development activities, outsourced

engineering and consulting services, technology license fees, and costs associated with participation in research and development initiatives

and competitions. Research and development costs are expensed as incurred.

Stock-Based

Compensation

The

Company accounts for stock-based compensation in accordance with ASC 718, Compensation—Stock Compensation (“ASC 718”).

Stock-based compensation cost is measured based on the grant-date fair value of the award and is recognized as compensation expense over

the requisite service period.

For

awards with service-based vesting conditions, expense is recognized on a straight-line basis over the requisite service period unless

another attribution method is required. For awards with performance-based vesting conditions, expense is recognized when achievement

of the performance condition becomes probable. Forfeitures are accounted for as they occur.

The

fair value of stock options is estimated on the grant date using the Black-Scholes option-pricing model, which requires management to

make assumptions, including the fair value of the Company’s common stock, expected term, expected volatility, risk-free interest

rate, and expected dividend yield. See Note 15 for further information regarding the Company’s stock-based compensation.

Income

Taxes

The

Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). Deferred tax assets and liabilities

are recognized for the expected future tax consequences of temporary differences between the financial statement carrying amounts and

tax bases of assets and liabilities and for net operating loss carryforwards, as applicable. A valuation allowance is recorded when it

is more likely than not that some portion or all of a deferred tax asset will not be realized. Interest and penalties related to uncertain

tax positions, if any, are recognized as a component of income tax expense.

The

Successor is a corporation subject to U.S. federal and state income taxes. The Predecessor was treated as a pass-through entity for income

tax purposes and, accordingly, its taxable income or loss was passed through to its members. The condensed consolidated financial statements

do not carry forward the Predecessor’s pass-through income tax treatment for periods after the Company’s acquisition of the

Predecessor. See Note 16 for further information regarding the Company’s income taxes.

Commitments

and Contingencies

The

Company accounts for contingencies in accordance with ASC 450, Contingencies (“ASC 450”). Liabilities for loss contingencies

arising from claims, assessments, litigation, fines and penalties, and other sources are recorded when it is probable that a liability

has been incurred and the amount can be reasonably estimated. See Note 20 for additional information regarding commitments and contingencies.

Recently

Adopted and Recently Issued Accounting Standards

Recently

Adopted Accounting Standards

The

Company considers the applicability and impact of all accounting standards updates issued by the FASB. During the six months ended June

30, 2026, the Company adopted all accounting standards that were effective and applicable to the Company. The adoption of recently effective

accounting standards did not have a material impact on the Company’s condensed consolidated financial statements.

Accounting

Standards Not Yet Adopted

ASU

2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation

of Income Statement Expenses, requires additional disclosures regarding certain natural expense categories included within relevant

income statement captions. The amendments are effective for annual reporting periods beginning after December 15, 2026, and interim reporting

periods beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating the impact of adopting this

guidance on its condensed consolidated financial statement disclosures.

ASU

2025-04, Compensation — Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications

to Share-Based Consideration Payable to a Customer, revises the guidance governing share-based payment awards granted to customers.

The amendments (i) broaden the definition of a “performance condition” to explicitly encompass vesting conditions based on

a customer’s purchases, (ii) eliminate the forfeiture-policy election for customer awards with service conditions, and (iii) clarify

that the variable consideration constraint in ASC 606 does not apply to share-based consideration payable to a customer. The amendments

are effective for annual reporting periods beginning after December 15, 2026, including interim periods therein. Early adoption is permitted,

provided the entity applies the guidance as of the beginning of the annual period of adoption. The Company is currently evaluating the

impact of this guidance and does not expect it to have a material impact on its condensed consolidated financial statements based on

arrangements in effect as of June 30, 2026.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

BUSINESS COMBINATIONS (Successor)

Tandem

acquisition

January 15, 2026, the Company acquired all of the membership interests of Tandem for cash consideration of $500. The Tandem acquisition

was not material to the condensed consolidated financial statements. The Company did not recognize any identifiable assets acquired,

liabilities assumed, or goodwill in connection with the transaction, and the cash consideration was recognized in general and administrative

expenses in the condensed consolidated statement of operations during the six months ended June 30, 2026.

Kaizen

and Agile acquisitions

The

sellers of Kaizen and Agile were related parties of the Company as a result of their indirect ownership of outstanding shares of APC

prior to the respective acquisition dates. The following table summarizes the provisional consideration transferred and provisional amounts

recognized for the assets acquired and liabilities assumed in connection with the Kaizen and Agile acquisitions and liabilities assumed

as of the acquisition date:

Kaizen

Agile

Consideration

Cash

$ 1,000,000

$ 2,000,000

Payable - seller

759,526

1,906,000

Fair

value of total consideration transferred

$ 1,759,526

$ 3,906,000

Recognized amounts of identifiable

assets acquired and liabilities assumed

Cash and cash equivalents

$ 286

$ 369,407

Accounts receivable

513,892

Prepaid expenses

66,521

Inventory

12,041

95,174

Other current assets

2,203

Fixed assets

73,308

Intangible assets

1,700,000

500,000

Accounts payable

(7,969 )

Accrued expenses

(561,616 )

Deferred revenue

(217,403 )

(302,825 )

Total identifiable net assets

1,486,955

756,064

Goodwill

272,571

3,149,936

Total consideration transferred

$ 1,759,526

$ 3,906,000

The

purchase price allocations are provisional and subject to change during the measurement period as the Company finalizes the valuation

of acquired assets and liabilities assumed, including intangible assets, deferred revenue, working capital, and related tax impacts,

if any. Measurement period adjustments, if any, will be recognized in the period in which the adjustments are determined.

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

The

goodwill recognized in the Kaizen and Agile acquisitions primarily reflects the expected future benefits from the acquired workforce,

expanded technology capabilities, and expected operating synergies.

The

cash consideration of $1,000,000 and $2,000,000 paid upon the closings of the Kaizen and Agile acquisitions, respectively, approximated

acquisition-date fair value.

The Kaizen acquisition included a contractual

deferred installment of $1,000,000, payable approximately three months after closing, which was reduced by the deferred revenue

assumed by the Company. The acquisition date fair value of the deferred consideration was $759,526. The Agile acquisition included

a deferred installment of $2,000,000, payable approximately six months after closing, with an acquisition-date fair value of $1,906,000.

The deferred installments were valued

using a present-value technique and a discount rate of 10%. The discount rate was based on an assessment of the Company’s overall

risk profile and reflected implied credit risk consistent with ratings between B and CCC over the respective payment terms of approximately

three months for Kaizen and six months for Agile.

The following table summarizes changes in

deferred acquisition consideration during the six months ended June 30, 2026:

Kaizen

Agile

Total

Acquisition-date balance

$ 759,526

$ 1,906,000

$ 2,665,526

Noncash settlement of seller note receivable

(126,506 )

Accretion of discount

23,071

94,000

117,071

Cash payment

(656,091 )

Balance at June 30, 2026

$ -

$ 2,000,000

During the six months ended June 30,

2026, the Company settled the Kaizen deferred consideration in cash of $633,020 and a noncash settlement of a $126,506

note receivable from the Kaizen sellers to the Company, which was recognized separately from the business combination. No deferred

consideration remained payable to the Kaizen sellers at June 30, 2026.

Deferred consideration of $2,000,000

remained payable to the Agile sellers at June 30, 2026 and was subsequently settled in full. See Note 21 Subsequent Events, for additional

information on the payment.

The

provisional identifiable intangible assets acquired in the Kaizen acquisition consist of developed technology of $1,200,000 and trade

names and trademarks of $500,000. The developed technology was valued using the multi-period excess earnings method, and the trade names

and trademarks were valued using the relief-from royalty method. The developed technology and trade names and trademarks are each being

amortized over an estimated useful life of 10 years. The provisional identifiable intangible asset acquired in the Agile acquisition

consists of trade names and trademarks of $500,000, which was valued using the relief-from-royalty method and is being amortized over

an estimated useful life of 5 years. These amounts remain provisional pending completion of the related valuations. See Note 10 for additional

information regarding the Company’s intangible assets.

connection with the Kaizen acquisition, the Company paid $17,000 of transaction costs on behalf of the seller, which was included in

the cash consideration transferred. The Company did not incur acquisition-related costs in connection with the Kaizen or Agile acquisitions.

REVENUE, AND CONTRACT BALANCES

Consolidated

revenue for the six months ended June 30, 2026 (Successor) includes revenue attributable to Kaizen, Agile and Tandem beginning January

31, 2026, February 20, 2026 and January 15, 2026, respectively.

Revenue

consisted of the following for the periods presented:

Successor

Predecessor

Six

months

ended

June

30, 2026

Period

from January 1,

2026 through

January 30, 2026

Six

months

ended

June

30, 2025

Product sales

$ 5,092,511

$ -

$ 219,714

Service revenue

578,378

15,400

Total

revenues

$ 5,670,889

$ -

$ 235,114

Product

sales are generally recognized at a point in time, and service revenue is generally recognized over time. See Note 2 for further information

regarding the Company’s revenue recognition policies.

Accounts

receivable and contract liabilities consisted of

the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Accounts receivable

$ 2,652,973

$ -

$ 78,850

Deferred revenue

2,684,910

$ -

215,106

Deferred revenue -

related parties

$ 190,000

$ -

Deferred

revenue represents amounts billed to or received from customers before the related performance obligations have been satisfied. Deferred

revenue - related parties as of June 30, 2026 (Successor) related to Worldwide Friends Foundation, a related party where a

shareholder and a consultant of the Company serve on its board of directors. The Company expects to recognize substantially

all of the deferred revenue balance as revenue during the year ending December 31, 2026 (Successor).

AUTONOMOUS

POWER CORPORATION

NOTES

TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

OF AND FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

COLLABORATIVE ARRANGEMENT (Successor)

October 24, 2025, the Company entered into an arrangement with Willard Marine, Inc. (“Willard”) related to a specific U.S.

government boat project. Under the arrangement, the Company serves as the prime contractor and maintains the primary customer relationship,

while Willard Marine, Inc. provides vessel design, manufacturing, testing expertise, personnel, facilities, and related technical capabilities.

The

collaboration agreement does not create a separate legal entity. The Company recognizes revenue from the end customer in accordance with

ASC 606, and amounts incurred with Willard are recognized as cost of revenues or capitalized as contract costs when the criteria for

capitalization in ASC 340-40 are met.

Under

the collaboration agreement, if the arrangement is dissolved or the boat project does not continue after the initial term, the Company

is entitled to receive ownership of a 7-meter rigid inflatable boat owned by Willard. As of June 30, 2026, the arrangement had not been

dissolved, the boat project remained ongoing, and the Company had not recognized the 7-meter rigid inflatable boat as an asset.

During

the six months ended June 30, 2026 (Successor), the Company recognized no material revenue, cost of revenues, or capitalized contract

costs related to the collaboration agreement.

PREPAID EXPENSES AND OTHER RECEIVABLES

Prepaid

expenses and other receivables consisted of the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Prepaid vendor advances

$ 4,811,160

$ -

Prepaid consulting and

advisory services

518,171

Total

prepaid and other receivables

$ 5,329,331

$ -

INVENTORY, NET (Successor)

Inventory,

net consisted of the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Parts and materials

$ 38,929

$ -

$ 352

Finished goods

5,417,460

11,689

Gross inventory

5,456,389

12,041

Inventory reserve

(31,404 )

Total

inventory, net

$ 5,424,985

$ -

$ 12,041

Inventory

is presented net of a reserve of $31,404 as of June 30, 2026 (Successor). The inventory reserve was recognized in cost of revenues during

the six months ended June 30, 2026 (Successor).

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

INVESTMENTS IN DEBT SECURITIES (Successor)

of June 30, 2026, the Company held investments in available-for-sale debt securities consisting primarily of U.S. Treasury securities

and investment-grade corporate bonds maintained through UBS. These investments are intended to preserve capital while generating current

income on excess cash balances.

The

Company’s available-for-sale investments consisted of the following as of June 30, 2026:

Amortized

Cost

Gross

Unrealized Gains

Gross

Unrealized

Losses

Fair

Value

U.S. Treasury securities

Due within one year

$ 13,540,106

$ -

$ (17,563 )

$ 13,522,543

Due after one year through five years

7,521,065

(17,812 )

7,503,253

U.S. Treasury securities total

21,061,171

(35,375

)

21,025,796

Corporate bonds and notes

Due within one year

4,035,067

(4,175 )

4,030,892

Due after one year through

five years

37,976,632

(120,586 )

37,856,046

Corporate bonds and notes total

42,011,699

(124,761

)

41,886,938

Total

investments

$ 63,072,870

$ -

$ (160,136 )

$ 62,912,734

The

June 30, 2026 balances include accrued interest receivable and cash held in the UBS brokerage accounts. Management separately evaluated

the debt securities portfolio for unrealized gains and losses and expected credit losses in connection with its available-for-sale classification.

During

the six months ended June 30, 2026, the Company recognized realized losses of approximately $1,064 on sales of Investments in debt securities.

Aggregate

unrealized losses totaled approximately $160,136 as of June 30, 2026, consisting of unrealized losses of approximately $124,761 related

to corporate bonds and $35,375 related to U.S. Treasury securities. These unrealized losses were recorded in accumulated other comprehensive

loss and were not recognized in earnings.

Management

evaluated the portfolio for expected credit losses in accordance with ASC 326 and concluded that no allowance for credit losses was

required as of June 30, 2026 because the portfolio consists primarily of U.S. Treasury securities and investment-grade debt

securities. See Note 19, Fair Value Measurements, for additional information regarding the fair value hierarchy.

PROPERTY AND EQUIPMENT, NET (Successor)

The

Company’s property and equipment consisted of the following:

June

30, 2026

Equipment

$ 65,785

Furniture and fixtures

13,805

Gross property and equipment

79,590

Less: accumulated depreciation

(1,476 )

Property

and equipment, net

$ 78,114

Depreciation

expense was $1,476 for the six months ended June 30, 2026, respectively.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

10.

GOODWILL AND INTANGIBLE ASSETS, NET (Successor)

The

Company recognized goodwill and intangible assets in connection with the acquisitions of Kaizen and Agile during the six months ended

June 30, 2026. See Note 3 for further information regarding the acquisitions.

Goodwill

consisted of the following:

Amount

Goodwill balance as on January 1, 2026

$ -

Add: Goodwill Acquired in connection

with Kaizen acquisition

272,571

Add: Goodwill Acquired

in connection with Agile acquisition

3,149,936

Goodwill balance as

on June 30, 2026

$ 3,422,507

goodwill impairment charges were recognized during the six months ended June 30, 2026.

The

following table summarizes the gross carrying amount, accumulated amortization and net carrying amount of the Company’s intangible

assets:

June

30, 2026

Developed technology:

Gross carrying

amount

$ 1,200,000

Accumulated

amortization

(50,333 )

Net carrying amount

1,149,667

Tradenames and trademarks:

Gross carrying amount

1,000,000

Accumulated

amortization

(57,362 )

Net carrying amount

942,638

Website:

Gross carrying amount

17,000

Accumulated

amortization

(3,565 )

Net

carrying amount

13,435

Definite

lived intangible assets, net

$ 2,105,740

Intellectual Property:

Net carrying amount

$ 200,000

Intangible assets, net

$ 2,305,740

The

intellectual property asset is considered to have an indefinite useful life and is therefore not amortized, but is tested for impairment

annually or more frequently if events or changes in circumstances indicate that it may be impaired.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Amortization

expense was $111,260 for the six months ended June 30, 2026 of which $50,333 related to developed technology utilized in customer fulfillment

was classified within cost of revenues—product sales, and the remaining amortization expense was included within depreciation and

amortization in the condensed consolidated statements of operations. No impairment charges related to intangible assets were recognized

during the periods presented.

Estimated

future amortization expense related to finite-lived intangible assets as of June 30, 2026 was as follows:

Year

ending December 31,

Amount

Remainder

of 2026

$ 139,141

2027

278,500

2028

270,662

2029

270,000

2030

270,000

Thereafter

877,437

Total

future amortization expense

$ 2,105,740

11.

ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts

payable and accrued expenses consisted of the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Accounts payable

$ 5,249,472

$ 392,508

$ 93,901

Accrued expenses

2,408,681

103,651

Accrued payroll

99,823

Accrued inventory purchases

1,107,693

Credit card liability

70,374

73,931

Interest payable

555,786

8,101

Total accounts payable

and accrued expenses

$ 9,491,829

$ 496,159

$ 175,933

12.

DEBT AND NOTES PAYABLE

Debt

and notes payable consisted of the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Promissory note payable to AGH

$ 20,000,000

$ -

Line of credit, related

party

184,990

Total debt and notes payable

20,000,000

184,990

Debt

and notes payable, current

$ 20,000,000

$ -

$ 184,990

Debt and notes payable,

non-current

$ -

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Senior

notes (Successor)

February 10, 2026, the Company issued senior notes payable to American Ventures LLC, Series IV Power US (“American Ventures Series

IV”), a series of American Ventures LLC, which is a stockholder of AGH, with an original principal amount of $5,555,555. The senior

notes were issued with a 10% original issue discount and had a stated maturity date of February 10, 2027. The senior notes included provisions

relating to events of default, negative covenants, acceleration provisions, and default interest.

The

senior notes were issued together with pre-funded common stock purchase warrants as part of a single financing transaction. The warrants

were classified in stockholders’ equity as these were indexed to the Company’s common stock and met the applicable equity-classification

conditions. The Company allocated the proceeds from the financing transaction between the senior notes and the warrants on a relative

fair value basis. The Company received cash proceeds of $5,000,000 from the issuance of the senior notes and warrants and allocated $3,650,000

of the proceeds to the equity-classified warrants, resulting in an initial debt discount of $4,205,522. The debt discount was amortized

to interest expense using the effective interest method until the senior notes were repaid. See Note 13 for further information regarding

the warrants.

March 23, 2026, the Company repaid the senior notes in full for a cash payment of $5,250,000, consisting of $5,187,595 of principal and

$62,405 of accrued interest. The repayment was accounted for as a debt extinguishment. In connection with the repayment, the Company

wrote off $4,018,377 of unamortized debt discount and derecognized $5,555,555 of senior notes payable and $62,405 of accrued interest

payable, resulting in a loss on extinguishment of debt of $3,650,387, which is included in the condensed consolidated statement of operations.

For

the six months ended June 30, 2026, the Company recognized interest expense related to the senior notes of $62,405 and amortization

of debt discount of $187,145, which are included in interest expense in the condensed consolidated statements of operations.

Promissory

note payable to AGH (Successor)

March 23, 2026, the Company issued a promissory note to AGH in the principal amount of

$20,000,000. The note bears simple interest at 10.0% per annum and matures on March 19, 2027. Principal, accrued interest, and any other

amounts due under the note are payable at maturity, unless repaid earlier in accordance with the terms of the note. The Company may prepay

the note, in whole or in part, prior to maturity.

The

AGH note is a senior debt obligation of the Company and includes customary affirmative and negative covenants, events of default, acceleration

provisions, and default interest provisions. Upon an event of default, interest accrues on the outstanding payment amount at a default

rate of 14.0% per annum. The note also provides AGH with the right, upon an event of default, to convert all or a portion of the outstanding

payment amount into shares of the Company’s common stock at a conversion price of $1,979 per share, subject to adjustment in accordance

with the terms of the note.

The

Company accounts for the AGH note as a debt instrument at amortized cost. As of June 30, 2026, the outstanding principal balance of the

AGH note was $20,000,000, accrued interest was $547,945, and the aggregate carrying amount of the note and related accrued interest

was $20,547,945. The note was classified as current debt, and no event of default had occurred as of June 30, 2026.

The

Company maintains an Acquisition Bonus and Financing Bonus Policy under which certain employees and officers who source a qualifying

acquisition or equity or debt financing are eligible to receive an aggregate bonus equal to 4% of the value of the applicable transaction.

The

issuance of the AGH note triggered a financing bonus payable to certain employees under the Company’s compensation arrangements.

The bonus is calculated based on 4% of the financing proceeds received. For the six months ended June 30, 2026, the related compensation

expense was allocated based on the functional responsibilities of the eligible employees, consisting of $456,800 in general and administrative

expense and $343,200 in sales and marketing expense, for total compensation expense of $800,000. The entire amount of $800,000

was paid and no amount is outstanding as on June 30, 2026.

See

Note 21 for further information on the merger with AGH.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Line

of credit (Predecessor)

June 1, 2025, the Company entered into a line of credit agreement with StoneBridge Investment Holdings, LLC that provides for borrowings

of up to $250,000. Borrowings under the line of credit bear interest at 12% per annum. Interest is payable upon repayment of the outstanding

principal balance. The line of credit matures on January 30, 2027, unless renewed, extended, or repaid earlier in accordance with the

terms of the agreement.

of January 30, 2026 and December 31, 2025, the Company had outstanding line of credit balances of $184,990. Accrued interest payable

related to the line of credit was $8,924 as of January 30, 2026. There was no line of credit balance outstanding as of June 30, 2026.

Interest

expense

Interest

expense related to debt and notes payable consisted of the following:

Successor

Predecessor

Six

months

ended

June

30, 2026

Period

from January 1,

2026 through

January 30, 2026

Six

months

ended

June

30, 2025

Contractual interest expense —

senior notes

$ 62,405

$ -

Amortization of debt discount — senior

notes

187,145

Interest expense — AGH note

547,945

Interest expense —

line of credit

2,966

1500

Accretion of discount on deferred

acquisition consideration

117,071

Other

6,132

Total

interest expense

$ 920,698

$ 2,966

$ 1,500

13.

WARRANTS (Successor)

American

Ventures Warrants

February 10, 2026, the Company issued pre-funded common stock purchase warrants in connection with the issuance of senior notes payable

to American Ventures Series IV (the “American Ventures Series IV Warrants”). See Note 12 for further information regarding

the American Ventures Series IV senior notes, the allocation of proceeds, and the related debt discount.

The

American Ventures Series IV Warrants provide the holder with the right to purchase 33,378 shares of the Company’s common stock

at an exercise price of $0.001 per share and are exercisable upon the earlier of the registration of the Company’s common stock

or the occurrence of a fundamental transaction, as defined in the warrant agreement. At any time the Company’s common stock is registered

under Section 12 of the Exchange Act, the holder may not exercise any portion of the American Ventures Series IV Warrants to the

extent that, after giving effect to the exercise, the holder, together with its affiliates and attribution parties, would beneficially

own more than 9.99% of the Company’s outstanding common stock. The American Ventures Series IV Warrants include customary adjustment

provisions for stock splits, stock dividends, recapitalizations, and similar transactions. As of June 30, 2026, all 33,378 pre-funded

American Ventures Series IV Warrants remained outstanding.

The

Company classified the American Ventures Series IV Warrants in stockholders’ equity and recorded $3,650,000 in additional paid-in

capital.

UMAC

Warrants

June 11, 2026, the Company entered into a subscription agreement with Unusual Machines, Inc. (“UMAC”) for the issuance of 14,305

pre-funded warrants for aggregate proceeds of approximately $30,000,000 in a private placement (the “UMAC Warrants”).

The subscription was approved by the Company’s Board of Directors. The Company incurred $625,000 of transaction costs in June 2026

in connection with the issuance of the pre-funded UMAC Warrants, consisting of a $600,000 placement agent fee and $25,000 of legal

expenses. As the pre-funded UMAC Warrants are accounted for as liabilities, these transaction costs were expensed as incurred

during the period. No financing bonus obligation arose in connection with this transaction as the Company’s Acquisition Bonus and

Financing Bonus Policy had been suspended prior to the issuance of the pre-funded UMAC Warrants.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

The

UMAC Warrants provide the holder with the right to purchase shares of the Company’s common stock at an exercise price of $0.001

per share upon the earlier of (i) the date the Company’s common stock becomes publicly listed, (ii) the occurrence of a fundamental transaction,

as defined in the warrant agreement, or (iii) December 31, 2026. The UMAC Warrants include customary anti-dilution adjustments

for stock splits, stock dividends, reorganizations and similar transactions, permit cashless exercise in certain circumstances and contain

a 4.99% beneficial ownership limitation.

The

Company determined that the UMAC Warrants met the definition of a derivative instrument under ASC 815 and did not qualify for

equity classification under ASC 815-40 because the Fundamental Transaction provisions did not satisfy the equity classification requirements

of ASC 815-40. Accordingly, the Company classified the UMAC Warrants as a derivative liability and initially recorded them at

a fair value of $30,000,000 on June 11, 2026, the date of issuance. The pre-funded UMAC Warrant liability was subsequently

remeasured to fair value at each reporting date, resulting in a fair value of $23,656,124 as of June 30, 2026. The change in fair value

during the six months ended June 30, 2026, was recorded within statement of operations as Change in fair value of warrants.

As of June 30, 2026, all 14,305 pre-funded UMAC Warrants remained outstanding.

The

UMAC Warrants were amended on August 20, 2026. See

Note 21 for additional information regarding the amendment of the UMAC Warrants.

14.

SHARE SUBSCRIPTIONS (Successor)

During

the period from October 8, 2025, through December 31, 2025 (Successor), the Company entered into subscription agreements for a private

placement of common stock to accredited investors (the “2025 Subscription Agreements”). The agreements provided for

a minimum aggregate subscription amount of approximately $4,000,000 at a subscription price of $450 per share, representing a minimum

issuance of approximately 8,889 shares of common stock. As of December 31, 2025, investors had subscribed and paid $635,258 for shares

of common stock, which had not been issued as of that date.

The

subscription financing closed on January 30, 2026, and the related shares were issued. As of March 31, 2026, 13,398 shares had been issued,

and $602,464 remained unpaid and was recorded as a stock subscription receivable within condensed consolidated stockholders’ equity.

The issuance of these shares resulted in the recognition of approximately $6,000,000 of common stock and additional paid-in capital within

stockholders’ equity. During the six months ended June 30, 2026, the Company received payment of the outstanding subscription receivable

in full, and accordingly no stock subscription receivable remained outstanding as of June 30, 2026.

June 16, 2026, the Company entered into a Repurchase and Release Agreement to repurchase 8,345 shares of common stock from a former officer

and director for total consideration of $2,000,000. The 8,345 shares were legally transferred to the Company in June 2026, and as

of June 30, 2026, the full $2,000,000 obligation was accrued and recognized as treasury stock payable. In July 2026, the Company

paid $1,500,000 in cash, with the remaining $500,000 recorded as treasury stock payable on the earlier of June 16, 2027, or five

business days following the closing of the pending business combination with AGH.

March 5, 2026, the Company entered into a subscription agreement with two investment funds managed by KCGI Co., Ltd (“KCGI”)

for the private placement of 27,809 shares of common stock at $1,798 per share, for aggregate proceeds of approximately $50,000,000 (the

“KCGI Private Placement”). The subscription agreements were approved by the Company’s Board of Directors on March 5,

2026. Closing of the KCGI Private Placement was subject to the continued accuracy of the parties’ representations and warranties,

performance of their respective obligations, receipt of required approvals, and the absence of any law or order prohibiting the transaction.

The KCGI Private Placement closed on April 3, 2026, and the Company received aggregate gross proceeds of $50,000,582 and issued 27,809

shares of common stock. See Note 20 for information regarding an equity-based consulting agreement with AUT Holdings LLC, an affiliate

of KCGI.

The

closing of the KCGI Private Placement triggered a financing bonus payable to certain employees under the Company’s compensation

arrangements. The bonus is calculated based on 4% of the financing proceeds received. The Company recognized compensation expense of

$2,000,000 during the six months ended June 30, 2026, and allocated based on the functional responsibilities of the eligible employees,

consisting of $1,143,200 recognized within general and administrative expense and $856,800 recognized within sales and marketing expense,

for total compensation expense of $2,000,000.

15.

STOCK-BASED COMPENSATION (Successor)

February 5, 2026, the Company established the 2026 Stock Incentive Plan, effective January 1, 2026. The 2026 Stock Incentive Plan provides

for the grant of stock-based awards, including incentive stock options, nonqualified stock options, restricted stock awards, and other

equity-based awards, to employees, directors, and nonemployees.

During the six months ended June 30, 2026 (Successor),

the Company granted stock options under the 2026 Stock Incentive Plan. The consulting arrangement with JHG Strategies LLC provides

for restricted stock units of the combined company as described

in Note 20.

The stock options granted during the Successor period

have an exercise price of $450 per share and generally vest in equal quarterly installments over periods of two to three years, subject

to continued service, and all awards provide for accelerated vesting upon a qualifying change in control, which includes the merger

with AGH.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Certain

award agreements specify a vesting commencement date of January 1, 2026. The grant dates were determined to be March 5, 2026 and March

6, 2026, which represent the dates on which the awards were approved and the key terms of the awards were established. The stock options

are equity-classified awards.

During the six month period ended June 30, 2026, the Company granted

non-qualified stock option to purchase 38,621 shares of its common stock under the Company’s 2026 Stock Incentive Plan. The options

have an exercise price of $450.00 per share, a contractual term of 10 years, and vests in equal quarterly installments over two years.

Stock-based

compensation expense recognized in the condensed consolidated statements of operations was as follows:

Successor

Six

Months Ended

June 30, 2026

General and administrative expenses

$ 5,391,674

Sales and marketing expenses

2,907,807

Total

stock-based compensation expense

$ 8,299,481

The

following table summarizes stock option activity during the six months ended June 30, 2026 (Successor):

Options

Weighted-Average

Exercise

Price

Weighted-Average

Remaining

Contractual

Term

Aggregate

Intrinsic Value

Outstanding as of January 1, 2026

$ -

Granted

38,621

450

Exercised

Forfeited, expired or

cancelled

(2,222 )

450

Outstanding as of June 30, 2026

36,399

$ 450

9.5

years

$ 49,065,852

Exercisable as of June 30, 2026

450

The

fair value of stock options granted during the six months ended June 30, 2026 was estimated using the Black-Scholes option-pricing model

using the following weighted-average assumptions.

The

expected term was estimated based on the anticipated timing of the merger with AGH. Expected volatility was based on the asset

volatility of selected publicly traded guideline companies, adjusted to reflect the Company’s capital structure, using a lookback

period commensurate with the expected term of the awards. The risk-free interest rate was based on the interpolated U.S. Treasury constant

maturity yield for a term commensurate with the expected term of the awards.

Successor

Six

Months Ended

June 30, 2026

Expected term

0.8

years

Expected volatility

118.00 %

Risk-free interest rate

3.60 %

Expected dividend yield

0.00 %

Fair value of common stock

$ 1,798.00

Weighted-average grant date fair value

$ 1,391.49

stock options were exercised during the period. As of June 30, 2026, total unrecognized stock-based compensation cost related to unvested

stock options was $42,349,364 which is expected to be recognized over a weighted-average remaining service period of 1.5 years. In

connection with the merger with AGH, the outstanding stock options vested in full. See Note 21 for further information regarding the

merger with AGH.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

16.

INCOME TAXES

The

Company recorded no provision for income taxes for the six months ended June 30, 2026 (Successor), the period from January 1, 2026 through

January 30, 2026 (Predecessor), or the six months ended June 30, 2025 (Predecessor). The Company’s effective tax rate (“ETR”)

for the six-months ended June 30, 2026 and 2025 was 0% and 0%, respectively. The difference between the U.S. federal statutory tax

rate and the Company’s effective tax rate is primarily attributable to losses for which no tax benefit was recognized due to the

establishment and maintenance of a full valuation allowance against deferred tax assets.

Accordingly, the tax benefit that would otherwise result from pretax

losses was offset by a corresponding increase in the valuation allowance, resulting in no income tax provision or benefit being recognized

during the periods presented

17.

INVESTMENT IN POWERUS USA LLC (Successor)

March 31, 2026, the Company and G1 Exploration LLC (“G1”) entered into agreements relating to the formation

and operation of Powerus USA LLC (“Powerus USA”), an entity intended to commercialize defense and autonomous power technology

products. Under the agreements, the Company holds a 51% interest in Powerus USA, and G1 holds the remaining 49% interest. The

agreements contemplate that G1 will contribute certain intellectual property and that the Company will provide operational funding

and access to its distribution infrastructure.

of June 30, 2026, Powerus USA had not commenced operations, and the Company had not contributed cash or other assets to Powerus USA.

The Company had no carrying amount associated with its equity-method investment and recognized no equity-method income or loss for the

six months ended June 30, 2026.

18.

RELATED PARTIES

The

Company had amounts due to related parties consisting of shareholder loans, short-term notes payable and other related party obligations.

The balance of Due to related parties (other), presented on

the condensed consolidated balance sheets consisted of the following:

Successor

Predecessor

June

30, 2026

December

31, 2025

December

31, 2025

Shareholder loan

$ -

$ 167,684

Related parties loan

93,750

Consulting services accruals

and reimbursable expenses

319,531

Due to related parties

(other)

$ -

$ 319,531

$ 261,434

The

consulting services accruals and reimbursable expenses as of December 31, 2025 (Successor) related to services provided by directors

of the Company and were therefore considered related parties. The related-party balances were unsecured,

non-interest bearing, and due on demand. The shareholder loans as on December 31, 2025 (Predecessor) was unsecured, non-interest-bearing,

and due on demand. The related parties loan as of December 31, 2025 (Predecessor) was a short-term, unsecured promissory

note with affiliates, and bore interest at 5.0% per annum.

During

the six months ended June 30, 2026, the Company entered into a Repurchase and Release Agreement with a former owner of Kaizen to repurchase

shares of the Company’s common stock for $2.0 million. See Note 14 for additional information regarding the transaction and related treasury

stock payable outstanding as of June 30, 2026.

of June 30, 2026, deferred acquisition consideration of $2,000,000 remained payable to the sellers of Agile, who are shareholders of

the Company. The balance is presented separately as deferred acquisition consideration—related parties in the condensed consolidated

balance sheet. On August 20, 2026, the Company paid totaling approximately $2,000,000 to settle the obligation. See Note 3 and

21 for additional information regarding the acquisitions and deferred consideration and subsequent settlement.

March 2026, the Company entered into an arrangement with Worldwide Friends Foundation (“Worldwide Friends”) for the sale of

equipment and related accessories for $1,000,000. Worldwide Friends is a related party because a shareholder and a consultant of the

Company serve on its board of directors. The Company received the full contract amount in cash during six-months ended June

30, 2026. Revenue of $810,000 was recognized from the arrangement during the six months ended June 30, 2026. The

remaining $190,000 is included in Deferred revenue - related parties on the condensed consolidated balance sheet as of June

30, 2026.

19.

FAIR VALUE MEASUREMENTS

The

Company measures certain financial assets and liabilities at fair value in accordance with ASC 820, Fair Value Measurement. ASC

820 establishes a fair value hierarchy that prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority

to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level

3).

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

Assets

measured at fair value on a recurring basis:

June

30, 2026

Level

Total

Fair Value

U.S. Treasury securities

$ -

$ 21,025,796

$ -

$ 21,025,796

Corporate bonds and notes

41,886,938

Total

$ -

$ 62,912,734

$ -

$ 62,912,734

U.S.

Treasury securities and corporate bonds are included within ‘Investments in debt securities’ in the accompanying consolidated

balance sheets.

Liabilities

measured at fair value on a recurring basis:

June

30, 2026

Level

Total

Fair Value

Warrant liability

$ -

$ 23,656,124

The

warrant liability is included within ‘Warrant liability’ in the accompanying consolidated balance sheets.

Investments

in Debt Securities

The

Company’s Investments in debt securities consist primarily of U.S. Treasury securities and investment-grade corporate bonds and

are measured at fair value on a recurring basis. Unrealized gains and losses are recorded in accumulated other comprehensive income (loss).

Realized gains and losses are recognized in earnings upon sale or maturity of the securities.

The

fair values of the Company’s available-for-sale debt securities are determined using quoted prices for similar instruments, broker/dealer

quotations, pricing services and other observable market inputs. Accordingly, the securities are classified within Level 2 of the fair

value hierarchy.

Warrant

liability

The

Company measures the UMAC Warrant liability at fair value on a recurring basis and classifies the liability within Level 3 of

the fair value hierarchy because the valuation incorporates significant unobservable inputs. Changes in the fair value of the UMAC

Warrant liability are recognized in earnings in the period in which they occur.

The

following table presents the significant quantitative unobservable inputs used in the valuation of the UMAC Warrant liability

as of June 30, 2026:

30-Jun-26

Valuation

Technique

Significant

Unobservable Inputs

Input

Warrant

liability

Black

Scholes option pricing model

Fair

value of underlying stock price

$2,390.74

Expected

volatility

106%

Expected

term

0.25

years

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

The

fair value of the UMAC Warrant liability was determined using an Black-Scholes option pricing model, which management believes is appropriate

because the UMAC Warrants contain a fixed exercise price and the valuation is based on assumptions regarding the fair value of the underlying

stock, expected volatility, expected term and risk-free interest rates. Significant unobservable inputs included the estimated fair value

of the Company’s common stock underlying the UMAC Warrant, expected volatility, and expected term. Expected volatility was

estimated based on the historical volatility of comparable publicly traded companies, adjusted for differences in capital structure to

reflect the Company’s financial leverage. Expected term was based on management’s estimate of the expected closing date of

the proposed transaction. The probability of a deal close or exercise event reflected management’s assessment of the likelihood

of consummation of the proposed merger and remained unchanged from the June 11, 2026 valuation.

The

fair value of the Company’s common stock underlying the UMAC Warrant was determined using the market price of AGH common stock,

adjusted for the Exchange Ratio (as defined in Note 21), due to the probability and expected timing of the merger with AGH. A significant

increase (decrease) in the estimated stock price,

expected volatility, or probability of a deal close or exercise event, in isolation, would generally result in a significantly

higher (lower) fair value measurement of the UMAC Warrant liability. The effect of a change in a particular assumption

may be mitigated or amplified by changes in other assumptions used in the valuation model.

Reconciliation

of Level 3 Warrant liability

Warrant liabilities

Amount

Beginning balance as on January 1, 2026

$ -

Initial recognition upon issuance

30,000,000

Change in fair value of

warrants

(6,343,876 )

Ending balance as on June 30, 2026

$ 23,656,124

20.

COMMITMENTS AND CONTINGENCIES

Consulting

and Advisory Agreements (Successor)

The Company is party to certain consulting

and advisory agreements that provide for equity-based consideration. Under a consulting agreement with JHG Strategies LLC, effective

April 1, 2026, the Company agreed to grant 200,000 restricted stock units of the combined company under the equity incentive

plan of the combined company, subject to consummation of the merger with AGH. The first 50,000 restricted stock units have a scheduled

vesting date of August 1, 2026, four months after the April 1, 2026 Commencement Date, with the remaining restricted stock

units vesting in quarterly installments of 25,000, subject to specified quarterly service requirements and the forfeiture provisions

of the agreement. As of June 30, 2026, the merger had not been consummated and the related performance condition was not considered probable

of achievement. Accordingly, no related stock-based compensation expense or related liability was recognized as of June 30, 2026. See

Note 21 for additional information regarding the merger with AGH.

March 5, 2026, the Company entered into an advisory services agreement with KCGI in connection with the subscription agreements described

in Note 14. The agreement was subsequently assigned to its affiliate, AUT Holdings LLC, on March 26, 2026, and amended and restated

effective April 27, 2026. The agreement provides for total equity-based compensation of $1,080,000 for the three-year initial term, equivalent

to $90,000 per quarter over the service period, payable in shares of the combined company’s common stock. As of June 30, 2026,

the Company recognized $116,703 of general and administrative expense for service period from March 5, 2026 through June 30, 2026. The

amount was included in accounts payable and accrued expenses.

Other

than the arrangements described above, as of the condensed consolidated balance sheet dates presented, the Company had no material purchase

commitments or other contractual commitments requiring disclosure.

Legal

Proceedings

The

Company is not involved in any legal proceedings, claims, or litigation and is not aware of any pending or threatened matters that would

have a material impact on its condensed consolidated financial position, results of operations, or cash flows. No loss contingency accruals

were recorded as of the condensed consolidated balance sheet dates presented.

21.

SUBSEQUENT EVENTS

Management

has evaluated subsequent events and transactions occurring after June 30, 2026 through October [15] 2026, the date these condensed

consolidated financial statements were available to be issued.

Agreement

and Plan of Merger with Aureus Greenway Holding, Inc.

March 8, 2026, AGH, Aureus Merger Sub Inc. (“Merger Sub”), the Company, and Andrew Fox, solely in his capacity

as the Stockholder Representative, entered into an Agreement and Plan of Merger, as amended in July 2026 (the “Merger Agreement”).

On October 1, 2026, the Company consummated the merger with AGH. Pursuant to the Merger Agreement with AGH:

●

Each

share of the Company’s common stock issued and outstanding immediately prior to the consummation of the merger (other than

excluded shares and dissenting shares) was automatically converted into the right to receive 599.18229 shares of AGH common stock

(the “Exchange Ratio”).

●

Each

outstanding stock option of the Company, which accelerated and vested in full upon consummation of the merger, was assumed by AGH

and converted into a stock option exercisable for shares of AGH common stock at the Exchange Ratio.

●

Each

warrant of APC was assumed by AGH and converted into a warrant exercisable for shares of AGH common stock at the Exchange Ratio.

●

Each

holder of common stock of the Company became entitled to receive a portion of 55,000,000 additional shares of AGH common stock (the

“Earn Out Shares”). The Earn Out Shares became fully earned, vested and non-contingent as of the closing of the merger.

AUTONOMOUS

POWER CORPORATION

NOTES TO UNAUDITED

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF AND

FOR THE SIX MONTHS ENDED JUNE 30, 2026, AND 2025

The

initial accounting for the business combination is incomplete as a result of the timing of the acquisition.

connection with the consummation of the merger, on October 3, 2026, the combined company approved a $9,955,000

transaction completion bonus.

UMAC

Warrants

August 20, 2026, the Company amended and restated the UMAC Warrants to provide that, following a Fundamental Transaction,

the warrant holder is entitled to receive the same consideration, including the same election among securities, cash, or other property,

available to holders of the Company’s common stock. The amended warrants also provide that the Company is not required to net cash

settle an exercise of the warrants. See Note 13 for additional information regarding the UMAC Warrants.

American

Ventures Advisory Warrants

September 1, 2026, the Company entered into a Financial Advisory Agreement with American Ventures LLC, Series LII Powerus II, pursuant

to which American Ventures agreed to provide financial advisory services to the Company. As consideration for such services, the Company

issued 6,675 pre-funded warrants, each exercisable for one share of the Company’s common stock at an exercise price of $0.001 per

share.

Lease

Agreement

September 14, 2026, the Company entered into a lease agreement for warehouse and industrial space located in Rock Hill, South Carolina.

The lease commenced on September 14, 2026, and has an initial term of 12 months, with monthly base rent of approximately $137,974. Upon

execution of the lease, the Company prepaid base rent of approximately $1.7 million and paid a security deposit of approximately $0.3

million. The lease provides the Company with an option to extend the lease term for an additional five years and an option to purchase

the property for $36.0 million, subject to the terms and conditions of the agreement.

Deferred Acquisition Consideration

Subsequent to June 30, 2026, the Company settled

the remaining deferred acquisition consideration associated with the acquisition of Agile. On August 20, 2026, the Company paid approximately

$2,000,000 to satisfy the obligation in full.

Legal Settlement

In August 2026, a former consultant asserted claims

against the Company relating to the consultant’s engagement and subsequent termination. In September 2026, the Company entered into a

settlement agreement pursuant to which the Company agreed to make a payment of $100,000 in full settlement of the matter. The settlement

agreement resolved all claims asserted against the Company in connection with the matter.

Except

as disclosed above, management determined that there were no subsequent events requiring adjustment to or disclosure in the accompanying

condensed consolidated financial statements.

EX-99.2

Filename: ex99-2.htm · Sequence: 3

Exhibit 99.2

UNAUDITED

PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined

terms used below have the same meanings ascribed to them elsewhere in this Current Report on Form 8-K.

The

Merger

March 8, 2026, Aureus Greenway Holdings Inc. (“AGH” or “Parent”), Aureus Merger Sub Inc. (“Merger Sub”),

Autonomous Power Corporation (“APC” or the “Company”), and Andrew Fox, solely in his capacity as the Stockholder

Representative, entered into an Agreement and Plan of Merger (the “Merger Agreement”). On October 1, 2026, following satisfaction

or waiver of the applicable closing conditions, Merger Sub merged with and into APC, with APC surviving as a wholly owned subsidiary

of AGH and the surviving corporation of the merger (the “Merger”). AGH, following the Merger, is referred to herein as the

“Combined Company”. In connection with the Merger, AGH changed its name to “Powerus Corporation”.

the effective time of the Merger on October 1, 2026 (the “Effective Time”):

each share of APC common stock (“APC Common Shares”)

issued and outstanding immediately prior to the Effective Time (other than excluded shares and dissenting shares) was automatically converted

into the right to receive 599.18229 shares of AGH common stock (the “Exchange Ratio”), subject to adjustment in accordance

with the terms of the Merger Agreement.

ii.

each outstanding APC stock option was assumed by AGH and converted

into an option to purchase shares of AGH common stock, with the number of underlying shares and the exercise price adjusted based on

the Exchange Ratio, in accordance with the terms of the Merger Agreement.

iii.

each outstanding APC warrant was assumed by AGH and converted

into a warrant to purchase shares of AGH common stock, with the number of underlying shares and the exercise price adjusted based on

the Exchange Ratio, in accordance with the terms of the Merger Agreement.

iv.

each holder of APC Common Shares became entitled to receive

a portion of 55,000,000 additional shares of AGH common stock (the “Earn Out Shares”). Pursuant to the First Amendment to

the Merger Agreement (“Amendment No. 1”), the Earn Out Shares became fully earned, vested and non-contingent as of the closing

of the Merger (the “Closing”).

APC

Acquisitions

Prior

to 2026, APC had no revenue-generating operations, and its activities consisted primarily of formation, fundraising, business development,

acquisition-related activities, and other organizational activities.

January 15, 2026, APC acquired Tandem Defense LLC (“Powerus Defense”), a defense technology entity that had no operations

at the acquisition date, for cash consideration of $500. Powerus Defense is focused on the design and development of unmanned aerial

systems and related tactical defense solutions. The Powerus Defense acquisition was not material.

January 30, 2026, APC acquired Kaizen Aerospace, Inc. (“Kaizen”), which manufactures and sells drone platforms and provides

related drone services for total consideration transferred of $1.8 million, consisting of $1.0 million paid at Closing and deferred cash

consideration with an acquisition-date fair value of approximately $0.8 million.

February 20, 2026, APC acquired Agile Autonomy LLC (“Agile”), which provides maritime autonomy and unmanned systems integration

services, including the retrofitting of manned vessels into remotely operated or autonomous surface vessels, integration of unmanned

aerial systems, customer-funded special projects, and related technical support for total consideration transferred of $3.9 million,

consisting of $2.0 million paid at Closing and deferred cash consideration with an acquisition-date fair value of approximately $1.9

million.

The

acquisitions of Kaizen and Agile are collectively referred to herein as the “APC Acquisitions”.

Transactions

addition to the Merger and the APC Acquisitions, the unaudited pro forma condensed combined financial information gives effect to the

following transactions and adjustments (collectively, the “Related Transactions”):

● the

accelerated vesting of outstanding APC stock options upon Closing and the related estimated

stock-based compensation expense;

● the

recognition of legal and other professional fees incurred by APC in connection with the Merger

and not reflected in its historical financial statements;

● the

issuance of 200,000 restricted stock units (“RSUs”) of the Combined Company pursuant

to the JHG Consulting Agreement, consisting of 50,000 RSUs that vest four months after April

1, 2026 commencement date and 25,000 RSUs that vest quarterly thereafter, and the related

estimated stock-based compensation expense;

● the

issuance of 200,000 fully vested RSUs of the Combined Company pursuant to the Saker RSU Award

upon Closing and the related stock-based compensation expense;

● the

approval of merger-related cash bonuses totaling $9,955,000 payable and the recognition

of the related compensation expense;

● the

issuance of 6,675 APC pre-funded warrants to American Ventures LLC pursuant to the advisory

agreement dated September 1, 2026 in exchange for financial advisory services (the “AV

Advisory Warrants”) and the related compensation expense;

● the

amendment of the warrants issued in connection with the UMAC Financing (the “UMAC Warrants”)

on August 20, 2026 and the resulting reclassification of the UMAC Warrants from liabilities

to stockholders’ equity; and

● the

elimination on consolidation of the $20,000,000 promissory note issued by APC to AGH, including

related accrued interest.

The

Merger, the APC Acquisitions and the Related Transactions are collectively referred to herein as the “Merger and Related Transactions.”

connection with the Merger, Andrew Fox, Roman Vintfeld and Michael Sinensky acquired 50%, 25% and 25%, respectively, of AGH’s outstanding

Series A preferred stock from the existing holder (the “Preferred Purchase”). The Preferred Purchase is a separate transaction

between stockholders and does not result in a separate adjustment to the unaudited pro forma condensed combined financial information.

However, the voting rights associated with the Series A preferred stock following the Preferred Purchase were considered in identifying

APC as the accounting acquirer.

Accounting

Treatment

APC’s

acquisitions of Kaizen and Agile were accounted for as business combinations in accordance with ASC 805, Business Combinations (“ASC

805”). Kaizen was determined to be APC’s predecessor for financial reporting purposes. Accordingly, Kaizen’s historical

results prior to its acquisition by APC on January 30, 2026 are presented as the predecessor periods in APC’s historical financial

statements. The Merger will be accounted for as a reverse acquisition under U.S. GAAP, with APC determined to be the accounting acquirer

and AGH determined to be the accounting acquiree. Accordingly, the historical financial statements of APC will become the historical

financial statements of the Combined Company following the consummation of the Merger.

Unaudited

Pro Forma Presentation

The

unaudited pro forma condensed combined balance sheet as of June 30, 2026 combines the historical consolidated balance sheet of AGH and

the historical consolidated balance sheet of APC, giving effect to the Merger and Related Transactions as if they had occurred on June

30, 2026. APC’s acquisitions of Kaizen and Agile are recognized in APC’s historical balance sheet as of June 30, 2026, and

therefore no transaction accounting adjustments for Kaizen or Agile are presented in the unaudited pro forma condensed combined balance

sheet as of June 30, 2026. The unaudited pro forma condensed combined statements of operations and comprehensive loss for the year ended

December 31, 2025 and the six months ended June 30, 2026 give effect to (i) the acquisitions of Kaizen and Agile as if they had occurred

on January 1, 2025, (ii) the Merger as if it had occurred on January 1, 2025, and (iii) the Related Transactions as if they had occurred

on January 1, 2025. The unaudited pro forma condensed combined statements of operations and comprehensive loss combine the historical

results of AGH, APC, Kaizen and Agile for the applicable periods presented and reflect the related pro forma adjustments.

The

unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X and is

derived from the historical financial information of AGH, APC, Kaizen and Agile, after giving effect to the acquisitions of Kaizen and

Agile, the Merger and the Related Transactions, together with the related pro forma adjustments.

The

unaudited pro forma condensed combined financial information should be read in conjunction with:

● the

historical audited financial statements of AGH as of and for the year ended December 31,

2025 and the related notes included in AGH’s Annual Report on Form 10-K for the year

ended December 31, 2025;

● the

historical unaudited interim financial statements of AGH as of and for the six months ended

June 30, 2026 and the related notes included in AGH’s Quarterly Report on Form 10-Q

for the quarterly period ended June 30, 2026;

● the

historical audited financial statements of APC as of December 31, 2025 and for the period

from October 8, 2025 (inception) through December 31, 2025, and the related notes included

in this Current Report on Form 8-K;

● the

historical audited financial statements of Kaizen as of December 31, 2025 and 2024 and for

the years then ended, and the related notes included in this Current Report on Form 8-K;

● the

historical unaudited condensed consolidated financial statements of APC as of and for the

six months ended June 30, 2026 (Successor), and for the period from January 1, 2026 through

January 30, 2026 (Predecessor), and the related notes included in this Current Report on

Form 8-K; and

● the

section entitled “Management’s Discussion and Analysis of Financial Condition

and Results of Operations of AGH” included in AGH’s previously filed reports

with the SEC.

The

unaudited pro forma condensed combined financial information is based upon currently available information and assumptions that management

believes are reasonable under the circumstances.

The

pro forma adjustments are based upon estimates and assumptions that are subject to change as additional information becomes available

and additional analyses are completed. The pro forma adjustments have been made solely for purposes of providing the unaudited pro forma

condensed combined financial information. Differences between these preliminary estimates, including APC’s purchase price allocations

of Kaizen, Agile, and AGH and APC’s final purchase price allocations of Kaizen, Agile, AGH and Merger and Related Transactions

may occur, and such differences could have a material impact on the accompanying unaudited pro forma condensed combined financial information.

The

unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not purport to represent

the financial position or results of operations that actually would have occurred had the Merger, APC Acquisitions and the Related Transactions

been completed on the dates indicated, nor does it purport to project the future financial position or operating results of the Combined

Company. The unaudited pro forma condensed combined financial information does not reflect any anticipated operating efficiencies, cost

savings, revenue enhancements, integration costs, restructuring activities or other synergies or dis-synergies that may result from the

Merger. Actual results following the completion of the Merger may differ materially from those reflected in the unaudited pro forma condensed

combined financial information presented herein.

Unaudited

Pro Forma Condensed Combined Balance Sheet

of June 30, 2026

Historical

Transaction

Accounting

Pro Forma

AGH

APC

Adjustments

Note

Combined

ASSETS

Current assets

Cash and cash equivalents

$ 22,200,258

$ 25,007,680

$ -

$ 47,207,938

Accounts receivable

68,029

2,652,973

2,721,002

Investment in convertible note

20,547,945

(20,547,945 )

5(A)

Inventory, net

31,361

5,424,985

5,456,346

Prepaid expenses and other receivables

203,770

5,329,331

5,533,101

Investments in debt securities

62,912,734

Other current assets

1,364

599,075

600,439

Total current assets

43,052,727

101,926,778

(20,547,945 )

124,431,560

Non-current assets

Property and equipment, net

3,842,885

78,114

1,657,115

5(B)

5,578,114

Intangible assets, net

2,305,740

Right-of-use assets

803,421

Goodwill

3,422,507

37,416,219

4(C)

40,838,726

Deferred tax assets

288,315

Prepaid expenses

106,250

Total non-current assets

5,040,871

5,806,361

39,073,334

49,920,566

Total Assets

$ 48,093,598

$ 107,733,139

$ 18,525,389

$ 174,352,126

LIABILITIES & STOCKHOLDERS’ EQUITY

Current liabilities

Accounts payable and accrued expenses

$ 412,262

$ 9,491,829

$ 9,557,055

5(C)

$ 19,461,146

Treasury stock payable - related party

2,000,000

Deferred revenue

190,959

2,684,910

2,875,869

Deferred revenue-related parties

190,000

Debt and notes payable

20,000,000

(20,000,000 )

5(A)

Deferred acquisition consideration - related parties

2,000,000

Operating lease liabilities – current

218,343

Total current liabilities

821,564

36,366,739

(10,442,945 )

26,745,358

Non-current liabilities

Operating lease liabilities, non-current portion

585,078

Deferred tax liabilities

44,936

Warrant liability

23,656,124

(23,656,124 )

5(H)

Total non-current liabilities

630,014

23,656,124

(23,656,124 )

630,014

Total Liabilities

1,451,578

60,022,863

(34,099,069 )

27,375,372

Stockholders’ Equity

Preferred stock

10,000

Common stock

26,944

141

138,521

5(D1)

165,606

Additional Paid in Capital

52,603,507

68,020,780

112,222,731

5(D3)

232,847,018

Accumulated other comprehensive loss

(160,136 )

Accumulated deficit

(5,998,431 )

(18,150,509 )

(59,736,794 )

5(D2)

(843,885,734 )

Treasury stock

(2,000,000 )

Total Stockholders’ Equity

46,642,020

47,710,276

52,624,458

146,976,754

Total Liabilities and Stockholders’ Equity

$ 48,093,598

$ 107,733,139

$ 18,525,389

$ 174,352,126

See

Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Unaudited

Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss

For

the six months ended June 30, 2026

Historical

Transaction Accounting Adjustments

AGH (As adjusted, Note 1)

APC

Kaizen Pre-

acquisition(1)

Agile

Pre-

Acquisition(2)

Kaizen

Acquisition adj.

Note

Agile

Acquisition adj.

Note

Merger and

Transactions

Adjustments

Note

Pro Forma Combined

Revenues

$ 2,177,836

$ 5,670,889

$ -

$ 1,577,896

$ -

$ 9,426,621

Cost of revenue / cost of sales

(1,063,830 )

(3,479,012 )

(966,248 )

(9,863 )

5(F)

(202,246 )

5(B)

(5,721,199 )

Operating expenses:

General and administrative

3,336,461

15,936,607

110,913

37,871

19,421,852

Sales and marketing

3,467,506

258,000

5(E)

3,725,550

Research and development

1,442,402

24,206

1,466,608

Depreciation and amortization

62,403

399

4,110

5(F)

13,973

5(G)

80,885

Other operating expenses

887,816

Total operating expenses

3,336,461

21,796,734

135,163

38,270

4,110

13,973

258,000

25,582,711

(Loss)/Income from operations

(2,222,455 )

(19,604,857 )

(135,163 )

573,378

(13,973 )

(460,246 )

(21,877,289 )

Other income (expense):

Interest income from convertible notes

547,945

(547,945 )

5(A)

Interest expense

(920,698 )

(2,966 )

547,945

5(A)

(375,719 )

Interest income

478,021

Loss on extinguishment of debt

(3,650,387 )

Change in fair value of warrants

6,343,876

(6,343,876 )

5(H)

Other income / (expense), net

390,420

12,048

402,468

Total other income (expense), net

938,365

2,262,860

(2,966 )

(6,343,876 )

(3,145,617 )

(Loss)/Income before income taxes

(1,284,090 )

(17,341,997 )

(138,129 )

573,378

(13,973 )

(6,804,122 )

(25,022,906 )

Provision for income taxes

15,071

Net (Loss)/Income

(1,299,161 )

(17,341,997 )

(138,129 )

573,378

(13,973 )

(6,804,122 )

(25,037,977 )

Other comprehensive loss:

Unrealized loss on available-for-sale debt securities, net of tax

(160,136 )

Comprehensive (Loss)/Income

$ (1,299,161 )

$ (17,502,133 )

$ (138,129 )

$ 573,378

$ (13,973 )

$ (6,804,122 )

$ (25,198,113 )

(Loss) Earnings per share attributable to common stockholders

Basic and diluted loss per common share

$ (0.03 )

5(I)

$ (0.12 )

Weighted average number of common shares outstanding, basic and diluted

47,393,195

5(I)

214,992,696

1Kaizen

is presented for the period from January 1, 2026 through January 30, 2026, the date APC acquired Kaizen. The historical information has

been derived from the Predecessor period included in APC’s historical June 30, 2026 unaudited interim financial statements included

elsewhere in this Current Report on Form 8-K.

2Agile

is presented for the period from January 1, 2026 through February 20, 2026, the date APC acquired Agile. The historical information has

been derived from Agile’s historical information.

See

Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

Unaudited

Pro Forma Condensed Combined Statement of Operations and Comprehensive Loss

For

the year ended December 31, 2025

Historical

Transaction Accounting Adjustments

AGH (As adjusted, Note 1)

APC(1)

Kaizen

Agile

Kaizen Acquisition

Note

Agile Acquisition

Note

Merger and Related Transactions Adjustments

Note

Pro Forma Combined

Revenues

$ 2,964,377

$ -

$ 675,242

$ 1,853,735

$ -

$ 5,493,354

Cost of revenue / cost of sales

(1,895,713 )

(329,108 )

(1,311,004 )

(120,000 )

5(F)

(489,494 )

5(B), 5(E)

(4,145,319 )

Operating expenses:

General and administrative

5,474,863

623,662

812,293

85,813

43,999,744

5(E)

50,996,375

Sales and marketing

77,478

3,535

21,466,621

5(E)

21,547,634

Research and development

48,311

23,750

5(E)

72,061

Depreciation and amortization

243,000

50,000

5(F)

100,000

5(G)

393,000

Other operating expenses

3,721

8,996

1,723

14,440

Total operating expenses

5,474,863

704,861

873,135

330,536

50,000

100,000

65,490,115

73,023,510

(Loss)/Income from operations

(4,406,199 )

(704,861 )

(527,001 )

212,195

(170,000 )

(100,000 )

(65,979,609 )

(71,675,475 )

Other income (expense):

Interest expense

(4,491 )

(13,589 )

(7,000 )

(25,080 )

Other income

642,248

Total other income (expense), net

637,757

(13,589 )

(7,000 )

617,168

(Loss)/Income before income taxes

(3,768,442 )

(704,861 )

(540,590 )

205,195

(170,000 )

(100,000 )

(65,979,609 )

(71,058,309 )

Provision for income taxes

(91,412 )

Net (Loss)/Income

(3,677,030 )

(704,861 )

(540,590 )

205,195

(170,000 )

(100,000 )

(65,979,609 )

(70,966,895 )

Other comprehensive income (loss)

Comprehensive (Loss)/Income

$ (3,677,030 )

$ (704,861 )

$ (540,590 )

$ 205,195

$ (170,000 )

$ (100,000 )

$ (65,979,609 )

$ (70,966,895 )

(Loss) Earnings per share attributable to common stockholders

Basic and diluted loss per common share

$ (0.27 )

5(I)

$ (0.39 )

Weighted average number of common shares outstanding, basic and diluted

13,859,559

5(I)

181,409,060

1APC (Successor) is presented for the period from October 8, 2025 (Inception) through December 31, 2025.

See

Notes to the Unaudited Pro Forma Condensed Combined Financial Information.

NOTES

TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

NOTE

1. BASIS OF PRESENTATION

The

unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The historical

financial information of AGH, APC, Kaizen, and Agile has been adjusted in the unaudited pro forma condensed combined financial information

to reflect transaction accounting adjustments related to the APC Acquisitions, Merger, and Related Transactions, based upon the assumptions

and adjustments described in the accompanying notes.

Accounting

for the Merger

The

Merger will be accounted for as a reverse acquisition under U.S. GAAP, with APC determined to be the accounting acquirer and AGH determined

to be the accounting acquiree.

The

determination that APC is the accounting acquirer is based on an evaluation of the facts and circumstances surrounding the Merger and,

in particular, the indicators set forth in ASC 805. Management considered, among other factors, the following:

● Following

the consummation of the Merger and the Preferred Purchase, former holders of APC equity interests

hold a majority of the voting interests of the Combined Company. Management’s assessment

of the relative voting rights in the Combined Company gives effect to the voting rights associated

with AGH’s Series A preferred stock and the Preferred Purchase.

● The

Combined Company is largely led by the management team of APC, including the officers responsible

for the historical operations and strategic direction of APC.

● The

board of directors of the Combined Company will be comprised entirely of individuals designated

by APC.

● APC

was determined to be larger than AGH.

The

assets acquired and liabilities assumed from AGH are recognized at their estimated acquisition-date fair values, with any excess of the

consideration transferred over the identifiable net assets acquired recognized as goodwill. APC’s historical equity is recapitalized

to reflect the legal capital structure of AGH.

AGH

Reclassification Adjustments

During

the preparation of the unaudited pro forma condensed combined financial information, management performed a preliminary analysis of AGH’s

financial information to identify differences in financial statement presentation as compared to the presentation of the Combined Company.

Based on a preliminary analysis performed, certain reclassification adjustments have been made to conform AGH’s historical combined

financial statement presentation to the Combined Company’s condensed consolidated financial statement presentation.

Refer

to the tables below for a summary of adjustments made to present AGH’s historical unaudited statement of operations and comprehensive

loss for the six months ended June 30, 2026 and year ended December 31, 2025, to conform with the presentation of the Company’s

respective historical unaudited condensed consolidated statement of operations and comprehensive loss.

AGH Historical IS Line Items

APC Historical

IS Line Items

AGH Historical

June 30, 2026

Notes

Reclassification

Adjustments

Policy

Conforming

adjustments

Notes

AGH (As

Adjusted)

June 30, 2026

Total Revenue

$ (2,177,836 )

$ -

$ (2,177,836 )

Cost of Revenues / Cost of Sales

(A) (B) (C)

936,244

127,586

(G)

1,063,830

Operating Costs

Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

776,831

(A)

(776,831 )

Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

114,906

(B)

(114,906 )

Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

44,507

(C)

(44,507 )

Salaries and benefits

General and Administrative

1,582,778

(D)

1,753,683

3,336,461

Depreciation

Cost of Revenues / Cost of Sales

127,586

(127,586 )

(G)

Other general and administration expenses

General and Administrative

1,753,683

(D)

(1,753,683 )

Total operating costs

Total operating expenses

4,400,291

(936,244 )

(127,586 )

3,336,461

Loss from operations

Operating Loss

2,222,455

Other Income

Interest expense

Interest Expense

Interest income from investment in convertible note

Interest Income

547,945

(E)

547,945

Other Income

390,420

Total other income, net

Other income/ (expense), net

938,365

Loss before income tax

Loss before income taxes

1,284,090

Income tax expense

Provision for income taxes

15,071

(F)

15,071

Net Loss

1,299,161

Comprehensive Loss

$ 1,299,161

$ -

$ 1,299,161

A. Reflects

the reclassification of golf operating costs (exclusive of depreciation and salaries and

benefits shown separately below) into cost of revenue / cost of sales.

B. Reflects

the reclassification of cost of food and beverage sales (exclusive of depreciation and salaries

and benefits shown separately below) into cost of revenue / cost of sales.

C. Reflects

the reclassification of cost of merchandise sales (exclusive of depreciation and salaries

and benefits shown separately below) into cost of revenue / cost of sales.

D. Reflects

the reclassification of salaries and benefits expense and other general and administrative

expense into general and administrative, resulting in total general and administrative expense

of $3,336,461.

E. Reflects

the reclassification of interest income from investment in convertible note to interest income.

F. Reflects

the reclassification of income tax expense into provision for income taxes.

G. Reflects

the adjustment to conform to APC’s policy of presenting depreciation in cost of revenues

/ cost of sales.

AGH Historical IS Line Items

APC Historical

IS Line Items

AGH Historical

December 31, 2025

Notes

Reclassification

Adjustments

Policy

Conforming

adjustments

Notes

AGH (As

Adjusted)

December 31, 2025

Total Revenue

$ (2,964,377 )

$ -

$ (2,964,377 )

Cost of Revenues / Cost of Sales

(A) (B) (C)

1,675,213

220,500

(G)

1,895,713

Operating Costs

Golf operating costs (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

1,413,436

(A)

(1,413,436 )

Cost of food and beverage sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

204,653

(B)

(204,653 )

Cost of merchandise sales (exclusive of depreciation and salaries and benefits shown separately below)

Cost of Revenues / Cost of Sales

57,124

(C)

(57,124 )

Salaries and benefits

General and Administrative

3,300,897

(D)

2,173,966

5,474,863

Depreciation

Cost of Revenues / Cost of Sales

220,500

(220,500 )

(G)

Legal and professional fees

General and Administrative

733,397

(D)

(733,397 )

Other general and administration expenses

General and Administrative

1,440,569

(D)

(1,440,569 )

Total operating costs

Total operating expenses

7,370,576

(1,675,213 )

(220,500 )

5,474,863

Loss from operations

Operating Loss

4,406,199

Other Income

Interest expense

Interest Expense

(4,491 )

Other Income

Other income / (expense), net

642,248

(E)

642,248

Total other income, net

Other income/ (expense), net

637,757

Loss before income tax

Loss before income taxes

3,768,442

Income tax expense

Provision for income taxes

(91,412 )

(F)

(91,412 )

Net Loss

3,677,030

Comprehensive Loss

$ 3,677,030

$ -

$ 3,677,030

A. Reflects

the reclassification of golf operating costs (exclusive of depreciation and salaries and

benefits shown separately below) into cost of revenue / cost of sales.

B. Reflects

the reclassification of cost of food and beverage sales (exclusive of depreciation and salaries

and benefits shown separately below) into cost of revenue / cost of sales.

C. Reflects

the reclassification of cost of merchandise sales (exclusive of depreciation and salaries

and benefits shown separately below) into cost of revenue / cost of sales.

D. Reflects

the reclassification of salaries and benefits expense, legal and professional fees and other

general and administrative expense into general and administrative, resulting in total general

and administrative expense of $5,474,863.

E. Reflects

the reclassification of other income into other income / expense, net.

F. Reflects

the reclassification of income tax expense into provision for income taxes

G. Reflects

the adjustment to conform to APC’s policy of presenting depreciation in cost of revenues

/ cost of sales.

NOTE

2. SHARES AND OTHER SECURITIES ISSUABLE UPON CLOSING OF THE MERGER

the Closing, each outstanding share of APC Common Shares was converted into the right to receive shares of AGH common stock at the Exchange

Ratio of 599.18229 pursuant to the Merger Agreement. Outstanding APC stock options and warrants were assumed by AGH and converted into

replacement options and warrants, respectively, with the number of underlying shares and exercise prices adjusted based on the Exchange

Ratio.

The

following table summarizes the APC securities outstanding at Closing and the corresponding AGH securities issued in connection with the

Merger, and the Earn Out Shares and the RSUs of AGH/Combined Company issued in connection with the Merger:

APC securities

outstanding at Closing

AGH/Combined

Company shares or

underlying shares

upon Closing

APC Common Shares

132,952 (1)

79,662,484

Earn Out Shares issued at Closing

55,000,000 (2)

APC stock options converted into replacement options

36,399 (3)

21,809,640

APC warrants converted into replacement warrants

54,358 (4)

32,570,351

AGH restricted stock units granted at Closing

400,000 (5)

Total shares and shares underlying replacement awards

223,709

189,442,475

Notes

(1)

Represents APC Common Shares outstanding at Closing, exchanged for AGH common stock based on the Exchange Ratio upon Closing.

(2)

Represents 55,000,000 shares of AGH common stock issued to APC stockholders at Closing.

(3)

Represents outstanding APC stock options after giving effect to option forfeitures at Closing which were assumed by AGH and converted

into replacement options based on the Exchange Ratio.

(4)

Represents APC’s outstanding warrants, including 33,378 American Venture Series IV Warrants, 14,305 UMAC Warrants and 6,675 AV

Advisory Warrants. Pursuant to the Merger Agreement, these warrants were assumed by AGH and converted into replacement warrants based

on the Exchange Ratio.

(5)

Represents the 200,000 restricted stock units of the Combined Company APC agreed to issue to JHG Strategies LLC pursuant to the consulting

agreement effective April 1, 2026, and the Saker RSU Award of 200,000 RSUs of the Combined Company, which was approved on October 1,

2026 on consummation of the Merger. The JHG RSUs are subject to the contractual vesting schedule of which 50,000 RSUs vested upon

consummation of the Merger and the remaining RSUs vest in quarterly installments of 25,000. The Saker RSUs were fully vested at Closing.

NOTE

3. PRELIMINARY PURCHASE PRICE ALLOCATION OF APC’S ACQUISITION OF KAIZEN AND AGILE

The

preliminary purchase price allocation of APC’s acquisition of Kaizen and Agile is included in Note 3. Business Combinations to

APC’s historical unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026 (Successor),

included in this Current Report on Form 8-K.

NOTE

4. MERGER PRELIMINARY PURCHASE PRICE ALLOCATION

The

preliminary allocation of the purchase consideration to the assets acquired and liabilities assumed is based on currently available information

and estimated acquisition-date fair values. The excess of the purchase consideration over the preliminary fair value of the identifiable

net assets acquired has been recorded as goodwill. The preliminary purchase price allocation, including the related income tax effects,

is subject to change as additional information becomes available and the valuation analyses are finalized. Any resulting adjustments

could materially affect the amounts assigned to identifiable assets, liabilities and goodwill, as well as the related depreciation and

amortization expense reflected in the unaudited pro forma condensed combined financial information. The identifiable intangible assets

considered in the preliminary purchase price allocation include the trade name and trademark associated with AGH’s golf course

operations and an existing website. Based on market-participant assumptions, including the current and expected use of these assets following

the Merger, no material separate fair value has been assigned to these assets. No related amortization expense has been reflected in

the unaudited pro forma condensed combined statements of operations and comprehensive loss.

Property

and equipment comprises land, buildings, recreational facilities and property improvements associated with AGH’s two golf courses,

Kissimmee Bay Country Club and Remington Golf Club. The estimated aggregate fair values of these properties are $3,000,000 and $2,500,000,

respectively. The combined $5,500,000 provisional fair value is allocated among the property and equipment classes presented below. Buildings

and recreational facilities have an estimated remaining useful life of 39 years, and property improvements have an estimated remaining

useful life of 7 years. Land is not depreciated. The fair values of the two golf courses were estimated by management using an independent

third-party appraisal of the fee simple interests. The appraisal applied the sales comparison approach using comparable golf course transactions

and considered factors including location, physical characteristics, overall utility, revenue potential and market positioning.

NOTES

AGH

ASSETS ACQUIRED

Cash

$ 22,200,258

Accounts receivable

68,029

Inventory

31,361

Prepaid expenses

203,770

Other current assets

1,364

Property and equipment

5,500,000

Right-of-use assets

803,421

Deferred tax assets

288,315

Prepaid expenses, non-current

106,250

Total Assets

29,202,768

LIABILITIES ASSUMED

Accounts payable and accrued liabilities

412,262

Deferred revenue

190,959

Operating lease liabilities

218,343

Operating Lease liabilities, non-current portion

585,078

Deferred tax liabilities

44,936

Total Liabilities

1,451,578

PRELIMINARY FAIR VALUE OF IDENTIFIABLE NET ASSETS ACQUIRED

$ 27,751,190

GOODWILL ARISING ON ACQUISITION:

Gross deemed equity consideration

(A)

86,219,464

Less: Pre-existing APC promissory note and related accrued interest on Closing

(B)

(21,052,055 )

Preliminary purchase consideration

65,167,409

Less: preliminary fair value of identifiable net assets acquired

(27,751,190 )

Preliminary goodwill arising from the Merger

(C)

37,416,219

(A)

The preliminary gross deemed equity consideration was measured using the 26,943,582 shares of AGH Common Stock issued and outstanding

immediately prior to Closing at $3.20 per share, representing the closing market price of AGH Common Stock on Closing.

(B)

Represents the pre-existing $20,000,000 promissory note issued by APC to AGH and related accrued interest. Accrued interest was $1,052,055

at Closing. The related balances are eliminated on consolidation. Refer to Note 5 (D)(2) for $504,110 of interest accrued after June

30, 2026.

(C)

Management will evaluate the goodwill recognized in connection with the Merger for impairment as of the Effective Time of the Merger

Closing (the fourth quarter of the fiscal year-ended December 31, 2026).

NOTE

5. PRO FORMA ADJUSTMENTS

The

pro forma adjustments reflect the Merger and Related Transactions. Adjustments relating to provisional fair values and related income

tax effects remain subject to change as the purchase price allocations are finalized.

Pro

Forma Notes:

5(A)

Represents the elimination, upon consummation of the Merger, of the $20,000,000 promissory note issued by APC to AGH on March 23, 2026

and related accrued interest of $547,945 as of June 30, 2026, which became intercompany balances. The unaudited pro forma condensed combined

statement of operations and comprehensive loss for the six months ended June 30, 2026 reflects the elimination of the related $547,945

of interest income recognized by AGH and interest expense recognized by APC.

5(B)

Represents the provisional fair value adjustments to property and equipment described in Note 4 reflected in the unaudited pro forma

condensed combined balance sheet as of June 30, 2026.

The

unaudited pro forma condensed combined statements of operations and comprehensive loss reflect estimated incremental depreciation of

$319,494 for the year ended December 31, 2025 and $202,246 for the six months ended June 30, 2026 related to the depreciable portion

of the provisional fair value adjustment, presented within cost of revenue/cost of sales.

5(C)

Represents the increase to accounts payable and accrued expenses, for the following:

Transaction-related costs described in Note 5(E)

$ 150,000

Merger-related bonuses and services fees described in Note 5(E)

9,955,000

Elimination of accrued interest related to promissory note described in Note 5(A)

(547,945 )

Net transaction accounting adjustment to accounts payable and accrued expenses

$ 9,557,055

5(D)

Reflects the recapitalization of APC’s historical equity to reflect the legal capital structure of AGH following the Merger.

The

estimated pro forma shares of AGH Common Stock outstanding are calculated as follows:

AGH Common Stock outstanding as of June 30, 2026

26,943,582

AGH Common Stock issued subsequent to June 30, 2026

AGH Common Stock outstanding as of October 1, 2026

26,943,582

AGH Common Stock issuable to eligible APC shareholders (Note 2)

83,662,026

Earn Out Shares issued to former APC shareholders (Note 2)

55,000,000

Total AGH Common Stock issued in connection with the Merger

138,662,026

Estimated pro forma AGH Common Stock outstanding

165,605,608

5(D)(1)

The transaction accounting adjustment to common stock is based on the total AGH Common Stock issued in connection with Closing of 138,662,026

and AGH’s par value of $0.001 per share.

5(D)(2)

The transaction accounting adjustment to accumulated deficit is calculated as follows:

Elimination of AGH’s historical accumulated deficit

$ 5,998,431

Aggregate 2025 adjustments described in Note 5(E) (excluding JHG Consulting

Agreement RSUs)

(64,973,115 )

Stock-based compensation associated with the JHG Consulting Agreement RSUs

described in Note 5(E)

(258,000 )

Additional accrued interest on the APC promissory note through Closing described

in Note 4(B)

(504,110 )

Net transaction accounting adjustment to accumulated deficit

$ (59,736,794 )

5(D)(3)

The transaction accounting adjustment to additional paid-in capital is calculated as follows:

Gross deemed equity consideration described in Note 4

$ 86,219,464

Elimination of AGH’s historical additional paid-in capital

(52,603,507 )

Amount allocated to common and preferred stock at par value, net of historical APC common stock

(175,465 )

AV Advisory Warrants described in Note 5(E)

11,878,751

UMAC Warrant reclassification described in Note 5(H)

23,656,124

Saker RSU Award described in Note 5(E)

640,000

Stock-based compensation associated with accelerated vesting of APC stock options described in Note 5(E)

42,349,364

Stock-based compensation associated with the JHG Consulting Agreement RSUs described in Note 5(E)

258,000

Net transaction accounting adjustment to additional paid-in capital

$ 112,222,731

of June 30, 2026, AGH had 10,000,000 shares of Series A preferred stock issued and outstanding, with a par value of $0.001 per share

and an aggregate carrying amount of $10,000. Each share is entitled to 20 votes and votes together with AGH Common Stock. The Series

A preferred stock is nonconvertible, is not entitled to receive dividends and has no liquidation preference over AGH Common Stock. The

outstanding Series A preferred stock remained outstanding following the Merger. The Preferred Purchase, as defined above, represents

a transfer of the outstanding Series A preferred stock among stockholders and does not result in the issuance, cancellation or modification

of the preferred shares. Accordingly, no pro forma adjustment has been recorded.

5(E)

For the six months ended June 30, 2026, reflects the stock-based compensation expense associated with the RSUs granted under the JHG

Consulting Agreement, described below. For the year ended December 31, 2025, represents the aggregate adjustments resulting from the

Merger and the Related Transactions, consisting of the following:

Cost of revenues/

cost of sales

General and

administrative

expense

Sales and marketing

Research and

development

Total

Transaction-related costs

150,000

Merger-related bonuses and service fees

85,000

5,813,500

4,032,750

23,750

9,955,000

Pre-funded AV Advisory Warrants

11,878,751

Saker RSU Award

640,000

Accelerated stock options

25,517,493

16,831,871

42,349,364

JHG Consulting Agreement RSUs

602,000

Total adjustment

$ 85,000

$ 43,999,744

$ 21,466,621

$ 23,750

$ 65,575,115

Transaction-related

costs. Reflects legal and other professional fees incurred by APC after June 30, 2026 in connection with the Merger and not included

in APC’s historical financial statements for the six months ended June 30, 2026.

Merger-related bonuses and service fees. Reflects one-time cash bonuses and service fees payable to employees and executive

officers in connection with the Merger. On July 17, 2026, the AGH Board approved the creation of a bonus pool not exceeding $10,000,000,

payable to officers and employees of the Combined Company after the Closing of the Merger (the “Bonus Pool”) in order to

provide a compelling long-term financial incentive for key employees through consummation of the Merger. On October 3, 2026, the Compensation

Committee of the Combined Company approved individual allocations for the Bonus Pool totaling $9,955,000. These payments require no additional

service after Closing and were not included in APC’s historical financial statements for the six months ended June 30, 2026. The

payments are reflected as compensation expense separate from the AGH purchase price allocation. The expense is allocated based on the

recipients’ functions and the nature of the services provided as presented in the table above. As the amounts remain unpaid, the

balance sheet adjustment increases accounts payable and accrued liabilities, with a corresponding increase in accumulated deficit.

Pre-funded

AV Advisory Warrants. Reflects the expense associated with 6,675 APC pre-funded AV Advisory Warrants, which were issued pursuant

to the advisory agreement dated September 1, 2026. The warrants were issued in exchange for financial advisory services to be provided

by American Ventures LLC, Series LII Powerus II. The pre-funded AV Advisory Warrants are not subject to an additional service or vesting

requirement. The compensation cost is measured at the September 1, 2026 grant-date fair value of the AV Advisory Warrants, as determined

by management using an independent valuation report. The fair value of the Company’s common stock underlying the AV Advisory

Warrants was determined using the market price of AGH common stock, adjusted for the Exchange Ratio. The AV Advisory Warrants are

classified in equity because they are indexed to APC’s own common stock and meet the applicable equity-classification conditions,

including settlement in shares without a substantive requirement to settle the warrants in cash. Based on the Company’s preliminary

conclusion, the warrants are accounted for as nonemployee share-based payment awards under ASC 718, Compensation—Stock Compensation

(“ASC 718”) and are not subsequently remeasured while they remain equity-classified.

Saker RSU Award. Reflects stock-based compensation expense associated with 200,000 restricted stock units granted to Matthew J.

Saker on October 1, 2026. The grant-date fair value was measured using the closing price of AGH common stock of $3.20 per share. The

award was fully vested upon Closing and requires no additional service. The adjustment increases general and administrative expense and

additional paid-in capital, with a corresponding increase in accumulated deficit.

Accelerated stock options. Acceleration is provided for under the existing equity incentive plan and applicable award agreements

and does not constitute a modification of the awards. The adjustment represents the remaining unrecognized grant-date compensation cost

associated with unvested options outstanding as of Closing, after giving effect to forfeitures through that date. The expense is allocated

based on the recipients’ functional responsibilities as presented in the table above.

JHG

Consulting Agreement RSUs. Reflects stock-based compensation expense associated with the RSUs granted under the JHG Consulting Agreement.

The grant-date fair value was measured using the June 5, 2026 closing price of AGH common stock of $5.16. The adjustment reflects compensation

expense over the applicable service periods, assuming the Merger occurred on January 1, 2025. Upon consummation of the Merger, 50,000

RSUs were vested and the related compensation expense of $258,000 from service inception of April 1, 2026 through June 30, 2026

increases additional paid-in capital and accumulated deficit.

Except

for compensation expense associated with the JHG Consulting Agreement RSUs, these expenses are not expected to recur beyond 12 months

after the Merger. Compensation expense associated with the JHG Consulting Agreement RSUs is recognized over the applicable service periods.

5(F)

Represents incremental amortization expense related to the preliminary fair values of the identifiable intangible assets recognized in

APC’s acquisition of Kaizen, assuming the acquisition occurred on January 1, 2025. The identifiable intangible assets consist of

developed technology with a preliminary fair value of $1,200,000 and an estimated useful life of ten years, and trademarks and trade

names with a preliminary fair value of $500,000 and an estimated useful life of ten years.

For

the year ended December 31, 2025, the resulting incremental amortization expense was $170,000, of which $120,000 was presented within

cost of goods and services and $50,000 was presented within depreciation and amortization expense. For the six months ended June 30,

2026, the resulting incremental amortization expense was $13,973, of which $9,863 was presented within cost of goods and services and

$4,110 was presented within depreciation and amortization expense. The adjustment for the six months ended June 30, 2026 reflects amortization

for the period from January 1, 2026 through January 30, 2026, because amortization following the Kaizen acquisition date is included

in APC’s historical results. The fair values and estimated useful lives are preliminary and subject to change upon completion of

the final valuation.

5(G)

Represents incremental amortization expense related to the preliminary fair value of the identifiable intangible asset recognized in

APC’s acquisition of Agile, assuming the acquisition occurred on January 1, 2025. The identifiable intangible asset consists of

trademarks and trade names with a preliminary fair value of $500,000 and an estimated useful life of five years. The resulting incremental

amortization expense was $100,000 for the year ended December 31, 2025 and $13,973 for the six months ended June 30, 2026. The fair value

and estimated useful life are preliminary and subject to change upon completion of the final valuation.

5(H)

Represents the pro forma effects of the August 20, 2026 amendment to the pre-funded UMAC Warrants. The original UMAC Financing closed

in June 2026 and is reflected in APC’s historical consolidated financial statements as of and for the six months ended June 30,

2026. No adjustment has been made for the original financing proceeds. The pre-funded UMAC Warrants were accounted for as liabilities

before the amendment. The amendment revised certain settlement provisions that had previously precluded equity classification under ASC

815-40. Following the amendment, the Company expects the UMAC Warrants will be classified in equity as the amended settlement provisions

provide UMAC with the same consideration and settlement elections available to holders of APC Common Shares upon a Fundamental Transaction

and do not require net cash settlement of a warrant exercise. The unaudited pro forma condensed combined balance sheet reflects the amendment

as if it had occurred on June 30, 2026, resulting in the reclassification of the warrant liability to additional paid-in capital.

The

unaudited pro forma condensed combined statement of operations and comprehensive loss for the six months ended June 30, 2026 eliminates

the historical gain recognized in connection with the liability-classified warrants.

5(I)

Represents the adjustment to the weighted-average number of common shares outstanding used to calculate unaudited pro forma basic and

diluted net loss per share, giving effect to the Merger and Related Transactions as if they had occurred on January 1, 2025, as follows:

Six months ended

Year ended

June 30, 2026

December 31, 2025

Historical AGH weighted-average common shares outstanding

47,393,195

13,859,559

APC Common Shares converted into AGH Common Stock (Note 2)

79,662,484

Earn Out Shares issued at Closing (Note 2)

55,000,000

Shares underlying 14,305 pre-funded UMAC Warrants (Note 2)

8,571,303

Shares underlying 33,378 pre-funded American Ventures Series IV Warrants (Note 2)

19,999,506

Shares underlying 6,675 pre-funded AV Advisory Warrants (Note 2)

3,999,542

Shares issuable upon settlement of the fully vested Saker RSUs (Note 2)

200,000

Shares issuable upon settlement of vested JHG RSUs (Note 2)

166,667

116,667

Pro forma basic and diluted weighted-average common shares outstanding

214,992,696

181,409,060

The

historical AGH weighted-average common shares outstanding for the six months ended June 30, 2026 include the shares underlying AGH’s

pre-funded warrants reflected in its historical basic net loss per share calculation. Therefore, no separate pro forma adjustment has

been presented for those warrants.

The

pre-funded UMAC and American Venture Series IV Warrants have a nominal exercise price of $0.001 per share. As little or no additional

consideration is required to exercise these warrants, the underlying shares have been included in the pro forma basic weighted-average

common shares outstanding for each period presented.

issuable upon settlement of vested JHG RSUs are included in pro forma basic weighted-average common shares outstanding based on the contractual

vesting schedule, assuming commencement of the service period on January 1, 2025. Under this assumption, 50,000 RSUs vest after four

months, with an additional 25,000 RSUs vesting quarterly thereafter.

Pro

forma diluted net loss per share equals pro forma basic net loss per share as the Combined Company reports a pro forma net loss for each

period presented. APC stock options, unvested RSUs issuable pursuant to the JHG Consulting Agreement, and other outstanding warrants

and potential common shares not already included in basic weighted-average common shares outstanding have been excluded from pro forma

diluted weighted-average common shares outstanding as their inclusion would be antidilutive.

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Oct. 01, 2026

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Amendment Description

July 16, 2026, Powerus Corporation (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”)

a Current Report on Form 8-K (the “Original 8-K”) to report that it completed the acquisition with Autonomous Power Corporation

(“Legacy Powerus” and such acquisition, the “Acquisition”) on October 1, 2026, pursuant to the terms of the Agreement

and Plan of Merger, dated as of March 8, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among

the Company, Aureus Merger Sub, Inc., a Delaware corporation and an indirect subsidiary of the Company, and Legacy Powerus.

Document Period End Date

Oct. 01, 2026

Entity File Number

001-42507

Entity Registrant Name

Powerus

Corporation

Entity Central Index Key

0002009312

Entity Tax Identification Number

99-0418678

Entity Incorporation, State or Country Code

Entity Address, Address Line One

885

Paragon Way

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Rock

Hill

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City Area Code

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567-0323

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