Aureus Greenway Holdings Inc 8-K

What Happened

• On July 17, 2026, Aureus Greenway Holdings Inc. (the “Parent” or “Company”) entered a First Amendment to the March 8, 2026 Agreement and Plan of Merger with Aureus Merger Sub Inc. and Autonomous Power Corporation (“Target”), filed on Form 8‑K on July 20, 2026.
• The amendment increases the aggregate earn‑out consideration to 55,000,000 shares of Parent common stock and provides that all 55,000,000 Earn‑Out Shares will be deemed fully earned, vested and non‑contingent at the Closing and will be issued at Closing according to a final earn‑out spreadsheet. The per‑share Exchange Ratio for Target common stock remains unchanged at 599.18229 Parent shares per Target share.
• The Closing remains subject to customary conditions, including effectiveness of a Form S‑4 registration statement, mailing of an information statement (Schedule 14C), required stockholder approvals, Nasdaq listing approval, absence of injunctions, accuracy of reps and warranties, Parent financing, and Hart‑Scott‑Rodino (HSR) clearance. The First Amendment includes a 45‑day HSR timing provision and a 45‑day automatic extension of the End Date if antitrust approval is the only outstanding condition.

Key Details

• Amendment date: July 17, 2026; original Merger Agreement dated March 8, 2026.
• Earn‑Out Shares increased to 55,000,000 and treated as fully earned and non‑contingent at Closing.
• Exchange Ratio unchanged: 599.18229 Parent shares per Target share.
• Closing conditions highlight: Form S‑4 effectiveness, stockholder approvals, Nasdaq listing, Parent Financing, and HSR clearance (45‑day timing rule).

Why It Matters

• For investors, the amendment removes performance contingencies on up to 55M shares that will be issued at Closing, which could increase dilution to existing Parent shareholders once issued.
• The transaction still requires regulatory and shareholder approvals (including S‑4, Nasdaq listing and HSR clearance), any of which could delay or prevent the Closing; the amendment adds specific timing/extension mechanics for HSR/antitrust matters.
• The Merger is expected to qualify as a tax‑free reorganization under Section 368(a) if completed. Investors should review the upcoming Form S‑4 and information statement for full details and potential impacts on share count and ownership.