As
filed with the United States Securities and Exchange Commission on September 8, 2025
Registration
No. 333-289229
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Amendment
No. 2 to
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Aureus
Greenway Holdings Inc.
(Exact
name of registrant as specified in its charter)
| Nevada |
|
7997 |
|
99-0418678 |
(State
or other jurisdiction of
incorporation
or organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
2995
Remington Boulevard
Kissimmee,
Florida 34744
Tel:
(407) 344 4004
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Vcorp
Services, LLC
701
S. Carson Street, Ste. 200
Carson
City, NV 89701
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
With
a Copy to:
William
Rosenstadt, Esq.
Mengyi
“Jason” Ye, Esq.
Ortoli
Rosenstadt LLP
366
Madison Avenue, 3rd Fl.
New
York, NY 10017
Tel:
212-588-0022
Approximate
date of commencement of proposed sale to the public: Promptly after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following box. ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” accelerated filer,” “smaller
reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large
accelerated filer |
☐ |
Accelerated
filer |
☐ |
| Non-accelerated
filer |
☒ |
Smaller
reporting company |
☒ |
| |
|
Emerging
growth company |
☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to such Section 8(a), may determine.
EXPLANATORY
NOTE
This
Amendment No. 2 to the registration statement on Form S-1 (File No. 333-289229) ), originally filed on August 4, 2025 and amended on
August 26, 2025 (as amended, the “Registration Statement”) is filed as an exhibits-only filing solely to provide an updated
auditor consent as Exhibit 23.1. Accordingly, this amendment consists only of the facing page, this explanatory note, Item 16(a) of Part
II of the Registration Statement, the signature page to the Registration Statement and the filed exhibits. This Amendment No. 2 does
not modify any provision of the preliminary prospectus contained in Part I of to the Registration Statement. Accordingly, the preliminary
prospectus has been omitted.
No additional securities are being registered under Amendment No. 2. All applicable registration fees were
previously paid.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
ITEM
13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The
following table sets forth all costs and expenses, other than the estimated placement agent fees and commissions payable by us, in connection
with the offer and sale of the securities being registered. All amounts shown are estimates except for the SEC registration fee and the
FINRA filing fee.
| Securities and Exchange Commission Registration Fee | |
$ | 30,309 | |
| FINRA Filing Fee | |
$ | 3,088 | |
| Legal Fees and Expenses | |
$ | 731,404 | |
| Accounting Fees and Expenses | |
$ | 437,641 | |
| Printing Expenses | |
$ | 24,341 | |
| Transfer Agent and Registrar Expenses | |
$ | 3,337 | |
| Miscellaneous Expenses | |
$ | 406,455 | |
| Total Expenses | |
$ | 1,636,575 | |
ITEM
14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
We
are a Nevada corporation and generally governed by the Nevada Private Corporations Code, Title 78 of the NRS.
Section
78.138 of the NRS provides that, unless the corporation’s articles of incorporation provide otherwise, a director or officer will
not be individually liable unless it is proven that (i) the director’s or officer’s acts or omissions constituted a breach
of his or her fiduciary duties, and (ii) such breach involved intentional misconduct, fraud, or a knowing violation of the law. Our articles
of incorporation provide the personal liability of our directors is eliminated to the fullest extent permitted under the NRS.
Section
78.7502 of the NRS permits a Nevada corporation to indemnify its directors and officers against expenses, judgments, fines, and amounts
paid in settlement actually and reasonably incurred in connection with a threatened, pending, or completed action, suit, or proceeding,
if the officer or director (i) is not liable pursuant to NRS 78.138, or (ii) acted in good faith and in a manner the officer or director
reasonably believed to be in or not opposed to the best interests of the corporation and, if a criminal action or proceeding, had no
reasonable cause to believe the conduct of the officer or director was unlawful.
Section
78.7502 of the NRS precludes indemnification by the corporation if the officer or director has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals, to be liable to the corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court determines that in view of all the circumstances, the person is fairly and reasonably entitled
to indemnity for such expenses.
Discretionary
indemnification pursuant to Section 78.7502 may be made as authorized upon determination that the indemnification is proper under the
circumstances. Such determination may be made by (i) the stockholders; (ii) the board of directors by majority vote of a quorum consisting
of directors who were not parties to the action, suit, or proceeding; or (iii) independent legal counsel if ordered by a majority of
the quorum consisting of directors who were not parties to the action, suit, or proceeding or if a quorum of directors who were not parties
to the action, suit, or proceeding cannot be obtained.
Section
78.751 of the NRS requires a Nevada corporation to indemnify its officers and directors to the extent such person is successful on the
merits or otherwise in defense of any actual or threatened civil, criminal, administrative, or investigative action, suit, or proceeding
or any claim, issue, or matter therein, including an action by or in the right of the corporation, if such person is or was serving as
an officer or director of the corporation or, at the request of the corporation, as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise. Such indemnification shall be for expenses actually and reasonably
incurred by the person, including attorney’s fees, in connection with defending any such action, suit, or proceeding.
Unless
otherwise restricted by the articles of incorporation, bylaws, or an agreement made by the corporation, Section 78.751 of the NRS provides
that a corporation may pay expenses as incurred and in advance of the final disposition of the action, suit, or proceeding, upon receipt
of an undertaking by or on behalf of the officer or director to repay the amount if it is ultimately determined by a court of competent
jurisdiction that such officer or director is not entitled to be indemnified by the company. Section 78.751 of the NRS further permits
the corporation to grant its directors and officers additional rights of indemnification under its articles of incorporation, bylaws,
or other agreement, including the requirement of mandatory advance payment of expenses.
Section
78.752 of the NRS provides that a Nevada company may purchase and maintain insurance or make other financial arrangements on behalf of
any person who is or was a director, officer, employee, or agent of the company, or is or was serving at the request of the company as
a director, officer, employee, or agent of another company, partnership, joint venture, trust, or other enterprise, for any liability
asserted against him and liability and expenses incurred by him in his capacity as a director, officer, employee, or agent, or arising
out of his status as such, whether or not the company has the authority to indemnify him against such liability and expenses.
Our
bylaws implement the indemnification provisions permitted by Chapter 78 of the NRS by providing that we shall indemnify our directors
and officers to the fullest extent permitted by the NRS against expense, liability, and loss reasonably incurred or suffered by them
in connection with their service as an officer or director. Our bylaws require the payment of costs and expenses incurred with respect
to any proceeding to which a person is made a party as a result of being a director or officer in advance of final disposition of such
proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amount if it is ultimately determined
that such person is not entitled to indemnification. We may purchase and maintain liability insurance, or make other arrangements for
such obligations or otherwise, to the extent permitted by the NRS.
At
the present time, there is no pending litigation or proceeding involving a director, officer, employee, or other agent of ours in which
indemnification would be required or permitted. We are not aware of any threatened litigation or proceeding that may result in a claim
for such indemnification.
ITEM
15. RECENT SALES OF UNREGISTERED SECURITIES.
Since
our inception, we have issued the following securities which were not registered under the Securities Act. We believe that each of the
following issuance was exempt from registration under the Securities Act in reliance on Regulation D under the Securities Act or pursuant
to Section 4(a)(2) of the Securities Act regarding transactions not involving a public offering or Regulation S under the Securities
Act regarding sales by an issuer in offshore transactions. No underwriter was involved in these issuances of securities.
| |
● |
Aureus
Greenway Holdings Inc. was incorporated on December 22, 2023. In connection with the incorporation, on January 17, 2024, we issued
(i) a total of 8,160,000 shares of common stock to Ace Champion Investments Limited (as to 6,800,000 shares of common stock), and
Trendy View Assets Management (as to 1,360,000 shares of common stock), for total consideration of $8,160, (ii) a total of 10,000,000
shares of our Series A Preferred Stock to Ace Champion Investments Limited (as to 5,000,000 shares of Series A Preferred Stock),
Trendy View Assets Management (as to 1,000,000 shares of Series A Preferred Stock), and Chrome Fields Asset Management LLC (as to
5,000,000 shares of Series A Preferred Stock), for total consideration of $10,000, and (iii) 5,440,000 shares of common stock to
Chrome Fields Asset Management LLC, in exchange for the right to receive 100 ordinary shares, par value $1.00 of Pine Ridge Group
Limited. The transactions were not registered under the Securities Act in reliance on an exemption from registration set forth in
Section 4(a)(2) and/or Regulation D and/or Regulation S thereof. |
| |
|
|
| |
● |
On
July 25, 2024, we entered into a securities purchase agreement with an investor pursuant to which we sold, in a private placement
(i) 728,988 shares of common stock or 29,156,069 pre-funded warrants in lieu thereof, each to acquire a share of common stock, (ii)
29,885,057 common warrants A, each to acquire a share of common stock, and (iii) ) 29,885,057 common warrants B, each to acquire
a share of common stock and are immediately exercisable upon issuance at an exercise price of $1.00 and $1.25, respectively, subject
to adjustment as set forth therein, and will expire five years from the issuance date. The purchase price was $0.87 for (i) one share
of common stock (or pre-funded warrant in lieu thereof), (ii) one common warrant A, and (iii) one common warrant B, for gross proceeds
of $26,000,000. The private placement offering closed on July 25, 2025. |
ITEM
16. EXHIBITS
| (a) |
Exhibits.
The following exhibits are included herein or incorporated herein by reference: |
| Exhibit
No. |
|
Description |
| 3.1* |
|
Articles of Incorporation |
| 3.2* |
|
Certificate of Amendment to the Articles of Incorporation |
| 3.3* |
|
Certificate of Designation of Series A Preferred Stock |
| 3.4* |
|
Bylaws |
| 4.1* |
|
Form of Common Warrant A |
| 4.2* |
|
Form of Common Warrant B |
| 4.3* |
|
Form of Pre-Funded Warrant |
| 4.4* |
|
Form of Placement Agent Warrant |
| 5.1* |
|
Opinion of Ortoli Rosenstadt LLP regarding the validity of the securities being registered |
| 10.1* |
|
Independent Director Offer Letter between the Company and Joshua Tay |
| 10.2* |
|
Independent Director Offer Letter between the Company and Tang Kay Hwa |
| 10.3* |
|
Independent Director Offer Letter between the Company and Jasmine Geffner |
| 10.4* |
|
Agreement between the Company and SSS Down to Earth, LLC, dated April 1, 2019, as supplemented on December 19, 2023, and assigned on June, 14, 2024 |
| 10.5* |
|
Securities Purchase Agreement, dated July 23 2025, among the Company an investor |
| 10.6* |
|
Registration Rights Agreement, dated July 23 2025, among the Company and an investor |
| 10.7* |
|
Placement Agency Agreement, dated July 23 2025, among the Company, Revere Securities LLC and Dominari Securities LLC |
| 10.8* |
|
Stock Purchase Agreement, dated July 23, 2025, among the Company, certain Sellers, and Buyers. |
| 14.1* |
|
Code of Ethics |
| 14.2* |
|
Insider Trading Policy |
| 21.1* |
|
List of Subsidiaries |
| 23.1+ |
|
Consent of WWC, P.C. |
| 23.2* |
|
Consent of Ortoli Rosenstadt LLP (included in Exhibit 5.1) |
| 23.3* |
|
Consent of Frost & Sullivan |
| 24.1* |
|
Powers of Attorney (included in the signature page to this registration statement) |
| 99.1* |
|
Audit Committee Charter |
| 99.2* |
|
Compensation Committee Charter |
| 99.3* |
|
Nominating Committee Charter |
| 99.4* |
|
Executive Compensation Recovery Policy |
| 107* |
|
Filing Fee Table |
| + |
Filed
herewith |
| * |
Previously
filed |
ITEM
17. UNDERTAKINGS.
The
undersigned registrant hereby undertakes to provide to the underwriter at the closing specified in the underwriting agreement, certificates
in such denominations and registered in such names as required by the underwriter to permit prompt delivery to each purchaser.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described in Item 14 above, or otherwise, the registrant has been advised that in the opinion
of the United States Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities
Act and will be governed by the final adjudication of such issue.
The
undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1)
or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
For the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b) as
part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(4)
For the purpose of determining any liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser:
| (i) |
Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| |
|
| (ii) |
Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by
the undersigned registrant; |
| |
|
| (iii) |
The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| |
|
| (iv) |
Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
SIGNATURES
Pursuant
to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-1 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in New York, NY, on September 8, 2025.
| |
By: |
/s/
ChiPing Cheung |
| |
|
ChiPing
Cheung |
| |
|
Chief
Executive Officer
(Principal
Executive Officer) |
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities
and on the dates indicated.
| Signature |
|
Capacity |
|
Date |
| |
|
|
|
|
| /s/
ChiPing Cheung |
|
Chief
Executive Officer, President, and Director |
|
September
8, 2025 |
| ChiPing
Cheung |
|
(Principal
Executive Officer) |
|
|
| |
|
|
|
|
| /s/
Sam Wai Sing Lui |
|
Chief
Financial Officer |
|
September
8, 2025 |
| Sam
Wai Sing Lui |
|
(Principal
Financial Officer and Principal Accounting Officer) |
|
|
| |
|
|
|
|
| /s/
Stephen ChiPing Cheung |
|
Designated
Director and Chairman of the Board of Directors |
|
September
8, 2025 |
| Stephen
ChiPing Cheung |
|
|
|
|
| |
|
|
|
|
| /s/
Xinyue Jasmine Geffner |
|
Independent
Director |
|
September
8, 2025 |
| Xinyue
Jasmine Geffner |
|
|
|
|
| |
|
|
|
|
| /s/
Joshua Tay |
|
Independent
Director |
|
September
8, 2025 |
| Joshua
Tay |
|
|
|
|
| |
|
|
|
|
| /s/
Kay Hwa Tang |
|
Independent
Director |
|
September
8, 2025 |
| Kay
Hwa Tang |
|
|
|
|
