Michael Sinensky and Aeromaris MAS LLC filed Amendment No. 2 to a Schedule 13D with the SEC on October 30, 2026, reporting the transfer of 3,000,000 shares of Powerus Corp common stock to an irrevocable trust for the benefit of Sinensky's three children.

Key Highlights

  • Gift transfer: Aeromaris MAS LLC transferred 3,000,000 shares of common stock to the PR Neshama Irrevocable Trust on October 30, 2026, described in the filing as "a private gift transaction."
  • Sinensky beneficial ownership: Following the transfer, Michael Sinensky beneficially owns 16,323,824 shares, representing 9.8% of the class, according to the filing.
  • Aeromaris beneficial ownership: Aeromaris MAS LLC reports aggregate beneficial ownership of 12,323,718 shares, representing 7.5% of the class.
  • Trust independence: The filing states that an independent trustee holds sole voting and investment power over shares held by the Trust, and neither Sinensky nor Aeromaris retains beneficial ownership of the transferred shares.
  • Voting power context: The filing notes that Aeromaris also beneficially owns 2.5 million shares of Series A Preferred Stock, giving the Reporting Persons control of approximately 17.8% of the voting power of the issuer.
  • Merger background: Sinensky and Aeromaris originally acquired their shares in connection with the October 1, 2026 merger of Autonomous Power Corporation into the issuer, at an exchange ratio of 599.18229 shares of common stock per share of Powerus common stock.

Aeromaris Transfers Shares to Irrevocable Trust Following Powerus Merger

According to the filing, this Amendment No. 2 supplements the original Schedule 13D filed on October 13, 2026, and Amendment No. 1 filed on October 26, 2026. The amendment was triggered by Aeromaris MAS LLC's transfer of 3,000,000 shares of Powerus Corp (NASDAQ:PUSA) common stock to the PR Neshama Irrevocable Trust on October 30, 2026. The filing describes the Trust as an irrevocable trust governed by the laws of Puerto Rico, with Mr. Sinensky's three children and their descendants as the sole beneficiaries. The filing states that "neither Mr. Sinensky nor Ms. Sinensky is a beneficiary of the Trust."

The filing reports that upon completion of the transfer, "each of the Reporting Persons ceased to have any beneficial ownership or other interest in the Transferred Shares." An independent trustee holds sole voting and investment power over the Trust's shares. The stated purpose of the transfer was personal, and the filing notes it "was not made with any purpose of changing or influencing control of the Issuer." After the transfer, Sinensky reports sole voting power over 15,323,824 shares and shared voting power over 1,000,000 shares, for an aggregate of 16,323,824 shares representing 9.8% of the class. Aeromaris separately reports aggregate beneficial ownership of 12,323,718 shares, or 7.5% of the class.

The filing traces the origin of these holdings to the October 1, 2026 closing of a merger between Aureus Merger Sub Inc. and Autonomous Power Corporation d/b/a Powerus, pursuant to a Merger Agreement dated March 8, 2026. In that transaction, Aeromaris received 16,423,718 shares of common stock in exchange for its Powerus shares, and Sinensky received options to purchase up to 3,000,106 additional shares at $0.75 per share. The filing states the closing price of the common stock on October 1, 2026 was $3.20, and that no cash consideration was paid in the merger and no funds were borrowed to acquire the securities.

What Was Disclosed

The filing discloses the transfer of 3,000,000 Powerus Corp common shares from Aeromaris MAS LLC to the PR Neshama Irrevocable Trust on October 30, 2026, and updates the beneficial ownership positions of both Michael Sinensky and Aeromaris MAS LLC following that transfer.