Aureus Greenway Holdings Inc 8K

The company amended its merger agreement to fix and accelerate a 55,000,000-share earn-out into guaranteed merger consideration, modify closing conditions (including HSR antitrust and Nasdaq listing requirements), and formalize the treatment of repurchased and dissenting shares.

On July 17, 2026, Aureus Greenway Holdings Inc., its wholly owned subsidiary Aureus Merger Sub Inc., Autonomous Power Corporation, and the stockholder representative entered into a First Amendment to their March 8, 2026 Agreement and Plan of Merger that, among other changes, increases the aggregate merger consideration by setting the earn-out at a fixed 55,000,000 fully earned, vested and non-contingent shares of Aureus common stock issuable at closing (eliminating all performance-based earn-out conditions), updates the exchange ratio and treatment of dissenting and repurchased shares, allocates that repurchased stock no merger or earn-out consideration, adds and allocates HSR Act antitrust filing obligations and related waiting-period closing conditions and fee sharing, adjusts Nasdaq listing covenants, and extends the outside termination date mechanics to accommodate potential HSR or disclosure-related timing delays while leaving the remainder of the merger agreement in full force and effect.

Filing Facts

CIK

2009312

Ticker

-

Form

8K

Source Type

sec

Accession

0001493152-26-033903

Alert Tier

7