QHD-2026-0310-AGH DEFENSE · DRONE · REVERSE MERGER

AGH × Powerus — Trump Family's Drone Backdoor Listing,
Opportunity or Trap?

Powerus, a drone startup supported by Trump's sons, reverse merges into AGH, a shell company operating a golf course. Amid structural tailwinds of the Pentagon's $1.1B drone program and the Chinese DJI ban, fundamental risks of a 599:1 conversion ratio and zero revenue collide.

Current Price (Mar 10)
$5.47
+14.4% from $4.88
Market Cap
$80M
Estimated ~$1.5B after merger
Conversion Ratio
599:1
AGH → PUSA Conversion
Signal Sum
−13
EW · Negative Bias
Dissecting the Deal Structure — Who Wins in This Deal

From Golf Course to Drone Company: The Full Picture of the Reverse Merger

Aureus Greenway Holdings(AGH) is a micro-cap company operating two golf courses (Kissimmee Bay CC, Remington GC, totaling 289 acres) in Kissimmee, Florida. It raised $15M through an IPO on NASDAQ at $4/share in February 2025, but FY2024 revenue was $3.3M (down −8.3% YoY) and net loss was −$184K. FACT (Source: SEC S-1, StockAnalysis.com, 2025-02)

On March 8, 2026, AGH entered into a definitive merger agreement with Autonomous Power Corporation(d/b/a Powerus). Powerus will be incorporated as a 100% subsidiary of AGH, and AGH will change its name to "Powerus Corporation" and replace the ticker with PUSA. FACT (Source: SEC 8-K, GlobeNewsWire, 2026-03-09)

The Math of Conversion Ratio and Dilution

Each share of Powerus common stock is converted into 599.18 shares of AGH stock. This effectively means that Powerus founders/investors will secure the vast majority of the company's shares after the merger. In addition, up to 50 million shares of Earn-out stock will be additionally issued upon achievement of milestones. FACT

⚠ Dilution Warning: Current AGH shares outstanding 14.61M + PIPE 3.01M + Earn-out up to 50M + KCGI $50M investment = Total shares outstanding after merger 77~130M+. The existing AGH shareholders' stake is likely to be reduced to 15~19% or less. AGH has filed a registration statement for the sale of 92.05M shares. (Source: GuruFocus, SEC 8-K, 2026-03)

PIPE and Major Investors

AGH is simultaneously conducting a private placement (PIPE) issuing 3,009,667 shares at $3.00/share to institutional/accredited investors, raising a total of $9.03M. Key participants are Unusual Machines(UMAC) and Agostinelli Group. The placement agent is Dominari Securities, a company in which Eric Trump and Donald Trump Jr. each hold ~6% stake. FACT (Source: SEC 8-K, DroneXL, 2026-03-09)

KCGI(Korea Corporate Governance Improvement Fund) has committed to invest $50M in Powerus common stock by April 6, 2026. However, this funding is expected to be executed through a fund called "Innovation & Growth ESG Fund" that does not appear to have been officially launched yet, so there is uncertainty about whether it will actually be implemented. RUMOR (Source: GlobeNewsWire, 2026-03-09)

Beneficiary Ranking

Powerus Founders (Andrew Fox, Brett Velicovich) — NASDAQ listing + large stock allocation + Earn-out upside. ② Trump Family — Multi-layered exposure through American Ventures, Dominari Securities, and UMAC. ③ KCGI — Strategic position with favorable terms. ④ Existing AGH Shareholders — Bear the greatest dilution burden. INFERENCE

Powerus Company Analysis — What is the Substance

"Defense Drone Roll-up" Founded in 2025

Powerus (Legal Name: Autonomous Power Corporation) is a drone/defense startup founded in Delaware in 2025 and headquartered in West Palm Beach. Led by founders Andrew Fox (CEO-designate) and Brett Velicovich (COO-designate). FACT

3 Subsidiaries — Building Capabilities Through Acquisitions

In just one year since its founding, it has acquired three drone companies to form its business portfolio:

① Kaizen Aerospace — Heavyweight Unmanned Aircraft System (UAS). xFold platform with 500~1,000lb payload, NDAA compliant design. ② Tandem Defense — Tactical Defense Platform. ③ Agile Autonomy — Marine Surveillance Autonomous System. FACT (Source: GlobeNewsWire, Kaizen.aero, 2026-03-09)

CEO Andrew Fox's Track Record: Charge Enterprises Bankruptcy

Fox's most relevant previous experience is as the founder/CEO of NASDAQ-listed Charge Enterprises(CRGE). CRGE, an EV charging station company, was delisted from NASDAQ in February 2024 (share price below $1), filed for Chapter 11 bankruptcy in March 2024, and control was transferred to senior creditor Arena Investors in May 2024. Fox himself has admitted to having no experience in the drone field. FACT (Source: Bloomberg, InvestorPlace, 2024-03)

Questions About Production Goals: Powerus is aiming to produce 10,000 drones per month. However, according to DroneXL's analysis, the entire US drone industry produces approximately 8,300 units per month. It is difficult to build this scale of manufacturing infrastructure with $9M PIPE funding. FACT (Source: DroneXL, 2026-03-09)

Pentagon Contract Status: Zero

Powerus was not included in the 25 vendors selected for Phase 1 of the Pentagon's Drone Dominance Program (DDP). There are no publicly disclosed government contracts to date, and revenue figures have not been disclosed. FACT (Source: War.gov, DefenseScoop, 2026-02-03)

Trump Connection — Political Premium and Risk

"The Father Makes Policy, the Sons Invest"

Eric Trump and Donald Trump Jr.