Aureus Greenway Holdings Inc 8-K

What Happened

• Aureus Greenway Holdings, Inc. (Parent) entered into a Merger Agreement on March 8, 2026 to merge its wholly owned Merger Sub into Autonomous Power Corporation (Target), making Autonomous Power a wholly owned subsidiary if the deal closes.
• At the Effective Time each outstanding Target share will convert into Parent common stock based on an Exchange Ratio of 599.18229. Target equity awards and warrants will be assumed and adjusted by the same ratio; fractional shares are rounded up.
• In connection with the merger, Parent agreed (on March 6, 2026) to a Private Placement expected to raise approximately $9.0 million in gross proceeds (the Parent Financing/PIPE). The PIPE is a closing condition to the merger.

Key Details

• Exchange Ratio: 599.18229 Parent shares per Target share; fractional shares rounded up.
• Earn-out: up to 42,500,000 additional Parent shares payable on milestone triggers (increases to 50,000,000 shares if the PIPE closes before the merger). Earn-out can be issued in up to five tranches.
• PIPE terms: Shares priced at $3.00 each (pre-funded warrants available for buyers hitting ownership limits); Placement Agent fee 8% of proceeds plus Placement Agent Warrants to purchase up to 240,774 shares at $3.00 (expiring Mar 6, 2031). Beneficial ownership limits generally 4.99% (optionally 9.99%).
• Governance and management: Upon closing the Parent board will be reconstituted with five directors chosen by Target. Expected officers include Andrew Fox as CEO and Chair, Brett Velicovich as President & COO, Ed Jordan as CFO, Ziv Marom as CTO, and Jim Biehl as CLO.
• Closing conditions & timing: Closing requires Form S-4 effectiveness, stockholder approvals (both companies), Nasdaq approval for listing merger shares, absence of prohibiting orders, accuracy of reps/warranties, and completion of the Parent Financing. The Merger Agreement can be terminated if not consummated by December 31, 2026 (subject to extensions).

Why It Matters

• This is a transformational acquisition: if completed, Autonomous Power becomes part of Aureus Greenway and the company’s executive team and board will be materially changed, which could alter strategy and operations.
• The deal involves substantial stock consideration and an earn-out (tens of millions of shares), plus a ~$9M PIPE — all of which can dilute existing shareholders. Listing approval from Nasdaq and shareholder votes are required before closing.
• The PIPE is integral to closing: its consummation is a stated condition, and placement agent economics (cash fees and warrants) and lock-ups will affect share supply and near‑term trading liquidity.
• Investors should watch for the Form S-4/Form S-3 filings, the information statement and proxy/voting materials, Nasdaq listing approval, and PIPE closing updates to assess timeline, dilution and governance changes.