{"url_path":"/sec/pusa/8-k/2026-07-20/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-07-20","source_url":"https://www.sec.gov/Archives/edgar/data/2009312/0001493152-26-033903-index.html","accession_number":"0001493152-26-033903","cik":"0002009312","ticker":"PUSA","issuer_name":"Aureus Greenway Holdings Inc","edgar_url":"https://www.sec.gov/Archives/edgar/data/2009312/0001493152-26-033903-index.html","primary_entity_key":"0002009312","primary_entity_name":"Aureus Greenway Holdings Inc"},"word_count":2196,"has_tables":true,"body_markdown":"**Item\n1.01 Entry into a Material Definitive Agreement.**\n\n** **\n\n**First\nAmendment Merger Agreement**\n\n** **\n\n*Overview*\n\n* *\n\nOn\nJuly 17, 2026, Aureus Greenway Holdings Inc., a Nevada corporation (“**Parent**” or the “**Company**”),\nentered into a First Amendment to Agreement and Plan of Merger (the “**First Amendment**”) by and among Parent, Aureus\nMerger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“**Merger Sub**”), Autonomous Power\nCorporation, a Delaware corporation (“**Target**”), and Andrew Fox, solely in his capacity as the representative, agent\nand attorney-in-fact of the stockholders of Target (the “**Stockholder Representative**”).\n\n \n\nThe\nFirst Amendment amends certain provisions of that certain Agreement and Plan of Merger, dated as of March 8, 2026 (the “**Merger\nAgreement**”), by and among Parent, Merger Sub, Target and the Stockholder Representative. The Merger Agreement provides for,\namong other things, the merger of Merger Sub with and into Target (the “**Merger**”), with Target surviving as a wholly\nowned subsidiary of Parent, on the terms and subject to the conditions set forth in the Merger Agreement. The Merger Agreement was previously\nfiled as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “**SEC**”)\non March 9, 2026.\n\n \n\n*Merger\nConsideration; Earn-Out Shares*\n\n* *\n\nUnder\nthe original Merger Agreement, at the effective time of the Merger (the “**Effective Time**”), each share of common stock\nof Target (“**Target Common Stock**”) issued and outstanding immediately prior to the Effective Time (other than certain\nexcluded shares) was to be converted into the right to receive shares of common stock of Parent, par value $0.001 per share (“**Parent\nCommon Stock**”), at an exchange ratio of 599.18229 (the “**Exchange Ratio**”). In addition, the former stockholders\nof Target were entitled to receive up to 42,500,000 shares of Parent Common Stock (adjusted to 50,000,000 shares because the Company\nPIPE (as defined in the Merger Agreement) was consummated prior to the Closing) as earn-out shares (“**Earn-Out Shares**”)\nupon the occurrence of certain earn-out triggering events during the earn-out period specified in the Merger Agreement.\n\n \n\nThe\nFirst Amendment amends the Merger Agreement to increase the aggregate Earn-Out Shares to 55,000,000 shares of Parent Common Stock, all\nof which shall be deemed fully earned, vested and non-contingent as of the closing of the Merger (the “**Closing**”) and\nshall be issued and distributed to or on behalf of the stockholders of Target in accordance with a final earn-out spreadsheet (the “**Earn\nOut Spreadsheet**”) at the Closing, without regard to whether any earn-out triggering event has occurred. From and after the\nClosing, there shall be no remaining performance condition, market-price condition, revenue condition or other contingency applicable\nto the Earn-Out Shares.\n\n \n\nIn\naddition, the First Amendment provides that the Exchange Ratio remains unchanged at 599.18229 shares of Parent Common Stock per share\nof Target Common Stock. The definition of “Merger Consideration” is amended to mean such per-share amount together with any\nEarn-Out Shares issued pursuant to Section 2.6 of the Merger Agreement, as amended.\n\n \n\n \n\n \n\n \n\n*Conditions\nto Closing; Regulatory Matters*\n\n* *\n\nThe\nconsummation of the Merger is subject to the satisfaction or waiver of certain customary conditions, including, among others: (i) the\neffectiveness of a registration statement on Form S-4 to be filed by Parent with the SEC to register shares of Parent Common Stock to\nbe issued in the Merger; (ii) the mailing to Parent’s stockholders of an information statement on Schedule 14C pursuant to Regulation\n14C (the “**Information Statement**”) under the Securities Exchange Act of 1934, as amended (the “**Exchange Act**”)\ndescribing the Parent Voting Matters (as defined below); (iii) the receipt of the required approval of Target’s stockholders; (iv)\nthe receipt of the required approval of Parent’s stockholders with respect to certain matters related to the Merger (the “**Parent\nVoting Matters**”); (v) the approval for listing on the Nasdaq Stock Market LLC (“**Nasdaq**”) of the shares of\nParent Common Stock to be issued in connection with the Merger; (vi) the absence of any law, order, or injunction prohibiting consummation\nof the Merger; (vii) the accuracy of the representations and warranties of the other party (subject to certain materiality qualifiers)\nand material compliance by the other party with its covenants and agreements under the Merger Agreement; (viii) the absence of a material\nadverse effect with respect to either party; (ix) the consummation of the Parent Financing (as defined below); and (x) the expiration\nor termination of any waiting period (and any extension thereof) applicable to the Transactions under the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended (the “**HSR Act**”), and the absence of any law or order under the HSR Act that is\nin effect and enjoins, restrains, or otherwise prohibits consummation of the Transactions .\n\n \n\nThe\nFirst Amendment further provides that, if any filing is required under the HSR Act in connection with the Transactions, the Closing shall\nnot occur earlier than the later of (i) the date otherwise determined pursuant to Section 1.2 of the Merger Agreement and (ii) the date\nthat is 45 days after the date of the First Amendment, unless Parent determines in good faith that the HSR Act condition has been satisfied\nor waived and that an earlier Closing is permitted under applicable law.\n\n \n\n*Termination*\n\n* *\n\nThe\nFirst Amendment amends the termination provisions to provide that if all conditions have been satisfied (or, in the case of conditions\nto be satisfied at the Closing, are capable of being satisfied) as of the End Date, other than the antitrust approvals condition or any\ntiming requirement resulting from an amendment or supplement to the Information Statement or Form S-4 related to the First Amendment,\nthen the End Date shall automatically be extended until the date that is 45 days following the End Date.\n\n \n\n*Tax\nTreatment*\n\n \n\nThe\nMerger is intended to qualify as a “reorganization” within the meaning of Section 368(a) of the Code, and the Merger Agreement\nhas been adopted as a “plan of reorganization” for purposes of Sections 354 and 361 of the Code.\n\n \n\n**Additional\nInformation Regarding the Merger Agreement**\n\n \n\nThe\nforegoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full\ntext of the Merger Agreement, which was previously filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with\nthe SEC on March 9, 2026 and is incorporated herein by reference. The foregoing description of the First Amendment does not purport to\nbe complete and is qualified in its entirety by reference to the full text of the First Amendment, which is filed as Exhibit 2.1 to this\nCurrent Report on Form 8-K and is incorporated herein by reference. The Merger Agreement, as amended by the First Amendment, remains\nin full force and effect. The Merger Agreement and the First Amendment have been filed to provide investors and security holders with\ninformation regarding their terms. They are not intended to provide any other factual information about Parent, Target, or their respective\nsubsidiaries and affiliates. The representations, warranties, and covenants contained in the Merger Agreement, as amended by the First\nAmendment, were made only for purposes of the Merger Agreement, were made as of specific dates, were made solely for the benefit of the\nparties to the Merger Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified\nby confidential disclosures made for the purposes of allocating contractual risk between the parties rather than establishing matters\nas facts. Investors and security holders should not rely on the representations, warranties, and covenants or any descriptions thereof\nas characterizations of the actual state of facts or conditions of Parent, Target, or any of their respective subsidiaries or affiliates.\n\n \n\n \n\n \n\n \n\n**Forward-Looking\nStatements**\n\n** **\n\nThis\ncurrent report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These\nstatements include, but are not limited to, statements regarding the proposed business combination and anticipated benefits thereof,\nincluding future financial and operating results, statements related to the expected timing of the completion of the transactions, including\nthe private placements and the expected use of proceeds thereof, the plans, objectives, expectations and intentions of either company\nor of the combined company following the merger, anticipated future results of either company or of the combined company following the\nmerger, the anticipated benefits and strategic and financial rationale of the merger and other statements that are not historical facts.\nForward-looking statements may be identified by terminology such as “may,” “will,” “should,” “targets,”\n“scheduled,” “plans,” “intends,” “goal,” “anticipates,” “expects,”\n“believes,” “forecasts,” “outlook,” “estimates,” “potential,” or “continue”\nor negatives of such terms or other comparable terminology. The forward-looking statements are based on current expectations and assumptions\nbelieved to be reasonable, but there is no assurance that they will prove to be accurate.\n\n \n\nAll\nforward-looking statements are subject to risks, uncertainties and other factors that may cause the actual results, performance or achievements\nof the Company or Target to differ materially from any results expressed or implied by such forward-looking statements. Such factors\ninclude, among others, (1) the risk of delays in consummating the potential transaction, including as a result of required regulatory\nand shareholder approvals, including antitrust clearance under the HSR Act and Nasdaq listing requirements, which may not be obtained\non the expected timeline, or at all, (2) the risk of any event, change or other circumstance that could give rise to the termination\nof the Merger Agreement, as amended, (3) the possibility that any of the anticipated benefits and projected synergies of the potential\ntransactions will not be realized or will not be realized within the expected time period, (4) the limited operational history of Target\nas a combined organization and integration risks of acquired businesses, (5) diversion of management’s attention or disruption\nto the parties’ businesses as a result of the announcement and pendency of the transaction, including potential distraction of\nmanagement from current plans and operations of the Company or Target and the ability of the Company or Target to retain and hire key\npersonnel, (6) reputational risk and the reaction of each company’s customers, suppliers, employees or other business partners\nto the transaction, (7) the possibility that the transaction may be more expensive to complete than anticipated, including as a result\nof unexpected factors or events, (8) the outcome of any legal or regulatory proceedings that may be instituted against the Company or\nTarget related to the Merger Agreement or the transaction, (9) the risks associated with third party contracts containing consent and/or\nother provisions that may be triggered by the proposed transaction, (10) legislative, regulatory, political, market, economic and other\nconditions, developments and uncertainties affecting the Company’s or Target’s businesses, (11) the evolving legal, regulatory,\ntax, and international trade regimes, (12) the nature, cost and outcome of potential litigation and other legal proceedings, including\nany such proceedings related to the transactions, (13) restrictions during the pendency of the proposed transaction that may impact the\nCompany’s or Target’s ability to pursue certain business opportunities or strategic transactions, and (14) unpredictability\nand severity of catastrophic events, including, but not limited to, extreme weather, natural disasters, acts of terrorism or outbreak\nof war or hostilities, as well as the Company’s and Target’s response to any of the aforementioned factors.\n\n \n\nAdditional\nfactors which could affect future results of the Company and Target can be found in the Company’s Annual Report on Form 10-K, Quarterly\nReports on Form 10-Q, and Current Reports on Form 8-K, in each case filed with the SEC and available on the SEC’s website at http://www.sec.gov.\nNeither Target nor the Company undertakes any obligation to update forward-looking statements, except as required by law.\n\n** **\n\n**Important\nAdditional Information and Where to Find It**\n\n \n\nIn\nconnection with the transactions, Parent will file a registration statement on Form S-4 with the SEC, which will include an information\nstatement and preliminary prospectus of Parent. After the registration statement on Form S-4 is declared effective, Parent will mail\nto its stockholders a definitive information statement. Additionally, Parent expects to file other relevant materials in connection with\nthe merger with the SEC. Investors and security holders are urged to read the registration statement on Form S-4 and joint information\nstatement/prospectus when they become available (and any other documents filed with the SEC in connection with the transactions or incorporated\nby reference into the joint information statement/prospectus) because such documents will contain important information regarding the\nproposed transactions and related matters. Investors and security holders may obtain free copies of these documents and other documents\nfiled with the SEC by Parent through the website maintained by the SEC at http://www.sec.gov or at Parent’s website at https://www.aureusgreenway.com/secfilings.\n\n \n\n**No\nOffer or Solicitation**\n\n \n\nThis\ndocument is for informational purposes only and is not intended to and shall not constitute an offer to buy or sell or the solicitation\nof an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any\njurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities\nlaws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section\n10 of the U.S. Securities Act of 1933, as amended."}