Aureus Greenway Holdings Inc. SEC Filings

Aureus Greenway Holdings Inc. has a group of affiliated reporting persons led by American Ventures LLC, Series XVI AGH and Trajan Holdings LLC that together report beneficial ownership of 459,654 shares of common stock, representing 3.15% of the outstanding class based on 14,608,988 shares outstanding as of August 14, 2025. Series XVI AGH directly owns 59,654 shares and holds warrants (the "AGH Warrants") exercisable into a large number of additional shares, while Trajan directly owns 400,000 shares.

The filing discloses that the AGH Warrants could convert into up to 29,885,057 shares under each of two warrant series and 28,731,069 pre-funded warrant shares, but those warrants are not currently exercisable within 60 days and include contractual ownership "blockers" that limit exercise to 4.99% (or, at the holder's election, 9.99%) beneficial ownership. The reporting persons acquired shares for investment and state they may engage in discussions about strategic transactions but have no definitive agreements.

Aureus Greenway Holdings Inc. (AGH) Schedule 13D/A discloses that a group of related entities and individuals led by American Ventures LLC, Series XVI AGH and Trajan Holdings LLC are reporting persons. Trajan directly owns 400,000 shares of AGH common stock, representing 2.74% of the 14,608,988 shares outstanding as of August 14, 2025. Series XVI AGH directly holds no common shares but holds large warrants (the "AGH Warrants") exercisable for a combined total of 88,800,791 shares across Common Warrants A, Common Warrants B and Pre-Funded Warrants, none exercisable within 60 days and each subject to a 4.99% (or 9.99% at holder election) beneficial ownership blocker. The reporting group purchased securities via private placements and a purchase agreement and states the holdings were acquired for investment purposes. Series XVI AGH reported recent warrant exercise and multiple sales of common shares in September 2025 that reduced the group’s beneficial ownership below 5%.

Aureus Greenway Holdings, Inc. filed a Form S-8 to register shares for its employee benefit plan and related disclosures. The filing lists board members and executive officers with disclosed share figures, including ChiPing Cheung shown with 2,412,000 total shares and an indicated beneficial ownership of 15.5%. Several directors and the CFO are listed with grants or holdings of 20,000 shares each. The filing includes an exhibit list of governance and corporate documents, auditor and legal consents, committee charters, a Stock Purchase Agreement (Exhibit 10.8), and a Form 8-A reference. The registration creates an available pool of employee-plan shares and documents the company’s governance and supporting exhibits for the securities registration.

Aureus Greenway Holdings Inc. completed an initial public offering and began trading on Nasdaq under the ticker AGH. The offering sold common shares at $4.00 per share for gross proceeds of $12.0 million and net proceeds of approximately $10.6 million after underwriting discounts and offering expenses; deferred offering costs of $582,679 were recorded prior to closing and charged against proceeds upon IPO completion. The company reports consolidated revenue drivers including golf operations one-time green fees, food & beverage and merchandise sales with total annual revenues shown at approximately $1.37 billion (periods aggregated), and segment-level metrics such as food & beverage revenue of $648,738 and sales of merchandise of $115,262 for a presented year. Reported results show a net loss of $(183,700) for a period and historical net income figures in other periods, with notable increases in salaries & benefits and depreciation. Balance sheet highlights include cash-related movements, lease liabilities with current portion of $195,115 and total future minimum lease payments of $860,235, and equity movements reflecting additional paid-in capital increasing to $11.98 million as of June 30, 2025 due to the IPO and related transactions.

Aureus Greenway Holdings Inc. generated total revenue of $1,367,958 for the most recent year presented, up from $1,189,889 the prior year, reflecting growth in its golf and food-and-beverage operations. The consolidated figures show sales mix including golf one-time green fees, food and beverage and merchandise.

The company recorded a reported net (loss) of $(183,700) in one reported period while other periods show net income figures (for example, $386,128 in a prior period). Operating costs include salaries and benefits of $724,157 and depreciation of $201,113. The balance sheet shows cash inflows from an IPO raising approximately $12.0 million gross and net proceeds of about $10.6 million with related deferred offering costs that were charged against proceeds upon IPO closing. The company had operating lease liabilities with total future minimum lease payments reported at $860,235.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A reports that a group of affiliated investment entities and individuals collectively beneficially own 732,013 shares of common stock, representing 5.01% of the outstanding class based on 14,608,988 shares outstanding. Series XVI AGH directly holds 332,013 shares and Trajan Holdings LLC directly holds 400,000 shares. Series XVI AGH also holds large pools of warrants (totaling 88,926,183 underlying shares across three warrant series) that are currently not exercisable within 60 days and are subject to 4.99% (or optional 9.99%) beneficial ownership blockers. The filing discloses recent secondary sales by Series XVI AGH on September 10-15, 2025, that reduced its stake, and states the reporting persons acquired the securities for investment purposes and may engage in discussions about strategic transactions.

Aureus Greenway Holdings, Inc. (AGH) disclosed a material private placement and included exhibit and fee details in its amended S-1 filing. The company reported paying a FINRA filing fee of $3,088, legal fees and expenses of $731,404, accounting fees of $437,641, printing expenses of $24,341, and transfer agent and registrar expenses of $3,337. The filing states that on July 25, 2024 the company entered a securities purchase agreement selling a mix of common stock, pre-funded warrants and two series of common warrants (A and B) at a price of $0.87 per unit for gross proceeds of $26,000,000. The warrants are immediately exercisable at $1.00 and $1.25 and expire five years from issuance. The filing also lists numerous exhibits and consents incorporated by reference.

A group of affiliated investment entities and individuals filed a Schedule 13D reporting combined beneficial ownership of 1,128,988 shares of Aureus Greenway Holdings Inc. (AGH), representing 7.73% of the 14,608,988 shares outstanding as of August 14, 2025. Series XVI AGH directly owns 728,988 shares and holds large tranches of exerciseable warrants (AGH Warrants) totaling tens of millions of potential shares, although those warrants are not exercisable within 60 days and are subject to 4.99% (or optionally 9.99%) beneficial ownership "blockers." Trajan Holdings LLC directly owns 400,000 shares. The reporting group consists of Series XVI AGH, Trajan, American Ventures Management LLC, American Ventures IM LLC, Dominari Holdings Inc., and the individual managers Eric Newman, Anthony Hayes and Kyle Wool. The filings state the securities were acquired for investment purposes and that the reporting persons may engage in discussions with the issuer and third parties about potential strategic transactions, but no definitive agreements currently exist.