Note 1 - Organization and Business

Business

Aureus Greenway Holdings Inc. (the “Company” or “Aureus”) was incorporated on December 22, 2023 in the state of Nevada. We conduct business activities principally through our wholly-owned subsidiaries, Chrome Fields I, Inc. and Chrome Fields II, Inc. engaging in operation of golf course and selling of merchandise and food and beverages.

As of June 30, 2026, the Company owns and operates two golf clubs in Florida that consisting of over 289 acres of multi-service recreational property.

Pine Ridge Group Limited (“Pine Ridge”) was acquired by Mr. Cheung Chi Ping from independent third parties on December 31, 2013.

Aureus Merger Sub Inc. was incorporated on February 24, 2026 in the State of Delaware. On March 8, 2026, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Autonomous Power Corporation (“Powerus”) and Aureus Merger Sub Inc.. Pursuant to the Merger Agreement, Aureus Merger Sub Inc. will merge with and into Powerus, with Powerus surviving as a wholly owned subsidiary of the Company. Upon completion of the Merger, the Company will change its name to “Powerus Corporation”.

Under the terms of the Merger Agreement, each issued and outstanding share of Powerus common stock will be converted into 599.18229 shares of the Company’s common stock. Additionally, Powerus stockholders will receive a portion of 55 million Earn Out Shares, which are deemed fully earned, vested and non-contingent at Closing pursuant to the First Amendment to the Merger Agreement dated July 17, 2026. The Exchange Ratio is fixed and is not subject to adjustment based on changes in the market price of the Company’s common stock prior to the Merger. Upon completion of the Merger, former stockholders of Powerus are expected to own approximately 83.3% of the outstanding common stock of the combined company, with existing stockholders of the Company owning 16.7%.

As of June 30, 2026, the Merger had not been consummated. The Merger remains subject to customary closing conditions, including the effectiveness of a registration statement on Form S-4 filed with the SEC (see Note 16 – Subsequent Events), approval for listing of the Company’s common stock on Nasdaq, expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and the absence of any order or legal requirement that enjoins or otherwise prevents the consummation of the Merger.

Chrome Field I, Inc. (“Chrome I”) was incorporated on December 24, 2013 in the State of Delaware. Chrome I is the sole member of FSC Clearwater, LLC (“Clearwater I”) which was incorporated in the State of Florida on January 21, 2014. Clearwater I owns and operates Kissimmee Bay Country Club, a privately-owned golf course that is open to the general public.

Chrome Field II, Inc. (“Chrome II”) was incorporated on April 13, 2014 in the State of Delaware. Chrome II is the sole member of FSC Clearwater II, LLC (“Clearwater II”) which was incorporated in the State of Florida on March 20, 2014. Clearwater II owns and operates Remington Golf Club, a privately-owned golf course that is open to the general public.

As at the date of this report, details of the subsidiaries of the company are as follows:

   Schedule of Subsidiaries of Company

Initial Public Offering

On February 13, 2025, the Company announced the closing of its initial public offering (“IPO”) of 3,000,000 common stocks, US$0.001 par value per stock at an offering price of $4.00 per share for a total of US$12,000,000 in gross proceeds. The Company raised total net proceeds of approximately $10.65 million, which was reflected in the statement of cash flows, after deducting underwriting discounts and commissions and outstanding offering expenses upon the completion of listing. During the process of IPO, the Company incurred an aggregate of approximately $2.1 million for underwriting discounts and commissions and total offering expenses, among which approximately $0.6 million offering expenses were paid just before successful listing and recognized as deferred offering costs. At the date of closing of IPO, the underwriting discounts and commissions and total offering expenses of approximately $2.1 million were offset against the gross offering proceeds of $12 million resulted in net amount of approximately $9.9 million which was recognized in additional paid-in capital.

The common stock of the Company began trading on the Nasdaq Capital Market afterwards under the ticker symbol “AGH” from February 13, 2025. Subsequently, the Company changed its Nasdaq ticker symbol from “AGH” to “PUSA”, effective May 15, 2026.

Warrants

On July 23, 2025, the Company has entered into definitive securities purchase agreements with accredited and institutional investors for the issuance and sale of units consisting of common stock (each a share of “Common Stock”) (or pre-funded warrants (“Pre-funded Warrants”) to purchase in lieu thereof) together with common A warrants and common B warrants (each of the common A and common B warrants a “Common Warrant”) to purchase the same number of shares of common stock (or Pre-funded Warrants) of the Company at a price of $0.87 per unit, on a brokered private placement basis, for aggregate gross proceeds of approximately $26 million, and the costs directly attributable to the offering was approximately $2.48 million (the “Private Placement”).

On July 25, 2025 the Company issued 29,885,057 common A warrants, each to acquire a share of common stock, and 29,885,057 common B warrants, each to acquire a share of common stock in connection with the Private Placement. Each common A warrant has an exercise price of $1.00 per share, and each common B warrant has an exercise price of $1.25 per share. Each common warrant will be immediately exercisable and will have a term of exercise equal to five years from the initial exercise date.

In connection with the Private Placement, the Company also issued 29,156,069 Pre-funded Warrants, each exercisable for one share of common stock. Each Pre-funded Warrant has a remaining exercise price of $0.0001 per share, is exercisable immediately upon payment of any outstanding exercise price, and may be exercised at any time until fully exercised.

Moreover, in connection with the Private Placement, the Company entered into a placement agent agreement with the placing agents, who agreed to use reasonable best efforts to facilitate the Private Placement. The compensation to the placing agents includes (i) a cash consideration of $2,080,000 and (ii) warrants to purchase up to 2,390,804 shares of common stock of the Company, representing 8% of the shares of the Company’s common stock and Pre-funded Warrants sold in the Private Placement. Each placing agent warrant is exercisable for one share of common stock at an exercise price of $1.00 per share, has a term of five years from the date of issuance, and is subject to customary transfer restrictions.