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Aureus Greenway Holdings, Inc. (AGH) filed an amended S-1 showing historical operations as a golf and country club operator with material financial detail and recent listing activity. Total revenues grew from $1.02 million in 2022 to $1.19 million in 2023 and $1.37 million in 2024; one-time green fees and golf operations are the largest revenue driver (one-time green fees: $2.08M in 2022, $2.48M in 2023, $2.14M in 2024 reported on a different aggregation). The company reported net (loss) income of $(183,700) in 2024 and net income of $386,128 in 2023 on the consolidated statements shown.
The company completed an IPO of 3,000,000 common shares at $4.00 per share, raising $12.0M gross and approximately $10.6M net after underwriting discounts and offering expenses; the common stock began trading on Nasdaq under ticker "AGH" and deferred offering costs of $582,679 were offset on closing. Related-party interest-free shareholder loans and director remuneration balances existed but were fully or substantially settled upon listing during the six months ended June 30, 2025. Operating highlights include increased salaries and benefits ($724,157 in 2024), higher depreciation ($201,113 in 2024), and significant operating lease obligations with total future minimum lease payments disclosed.
Aureus Greenway Holdings Inc. (AGH) preliminary information statement discloses major ownership stakes and selected officer compensation. American Ventures LLC, Series XVI is shown with 89,655,171 shares (86.6%). Chief Executive Officer C.P. Cheung is listed with 2,352,000 shares (16.1%). A separate line shows a 650,000 share holding (4.5%) tied to The Steven Scopellite 2021 Irr and an indicated 10,000,000 figure with 100% and 93.5% annotations. Limited compensation entries appear for named officers.
On 08/06/2025, The Steven Scopellite 2021 IRR, trustee Michael Canarick and grantor Steven Scopellite filed a Schedule 13D on Aureus Greenway Holdings Inc. (CUSIP 05156D102, symbol AGH). The trust bought 650,000 common shares at $0.975 (cost $633,750), equal to 4.4 % of the 14.6 M common shares outstanding. It also acquired 10 M Series A preferred shares at $0.01 (cost $100,000). While the preferred stock is non-convertible, each share carries 20 votes.
Because the trust is the sole holder of the preferred class, it controls 200 M preferred votes plus 650 k common votes, or roughly 93.5 % of AGH’s 214.6 M total voting power. Funding was personal; the stated purpose is passive investment and the filers disclose no current plans to change AGH’s strategy, capitalization or governance. No additional contracts, arrangements, or recent trades were reported. The filing effectively confirms that operational control of AGH now rests with the trust despite its limited economic stake, raising material corporate-governance considerations for minority shareholders.
Aureus Greenway Holdings Inc. (AGH) has filed a Form S-1 to register up to 92.0 M shares—equal to roughly 86 % of current outstanding stock—for resale by July-2025 private-placement investors and placement agents. The resale shelf covers 729 k already-issued common shares plus shares underlying 29.2 M pre-funded warrants ($0.001 strike), 59.8 M five-year common warrants (A $1.00; B $1.25) and 2.4 M placement-agent warrants ($1.00). AGH receives no proceeds from the resale itself but would collect up to $69.6 M in cash if all warrants are exercised.
The July-25-2025 private placement supplied $26 M in gross proceeds at $0.87 per unit. Cash climbed to $8.3 M at 31-Mar-2025, pushing total assets to $12.8 M and trimming debt to zero; Q1-25 net income was $0.27 M. Full-year 2024 revenue slipped 7 % YoY to $3.30 M, flipping to a $0.18 M net loss from a $0.39 M profit in 2023.
Key risks: 1) On 6-May-2025 Nasdaq notified AGH that its bid price had stayed below $1.00 for 30 business days; the company has until 3-Nov-2025 (or potentially 1-May-2026) to cure or face delisting. 2) The Steven Scopellite 2021 trust controls 93.5 % of voting power via 10 M Series A preferred shares. 3) Massive resale could pressure share price and dilute existing holders; many selling shareholders acquired stock below current $2.48 market price. A 1.25-for-1 reverse split was effected 12-Jun-2024.
The company operates two Orlando-area golf country clubs and qualifies as an emerging-growth, smaller-reporting and controlled company under SEC and Nasdaq rules.
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