STOCK TITAN

[SCHEDULE 13D/A] Aureus Greenway Holdings Inc SEC Filing

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
SCHEDULE 13D/A

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) Schedule 13D/A riporta che un gruppo di entità di investimento affiliate e individui detiene collettivamente 732,013 azioni ordinarie, pari al 5,01% della classe in circolazione, basato su 14.608.988 azioni outstanding. Series XVI AGH detiene direttamente 332.013 azioni e Trajan Holdings LLC detiene direttamente 400.000 azioni. Series XVI AGH detiene inoltre ingenti blocchi di warrant (totali 88.926.183 azioni sottostanti attraverso tre serie di warrant) che attualmente non sono esercitabili entro 60 giorni e sono soggetti a blocchi di proprietà beneficiaria del 4,99% (oppure opzionale 9,99%). La richiesta rende noto recenti vendite secondarie da parte di Series XVI AGH tra il 10 e il 15 settembre 2025, che hanno ridotto la sua partecipazione, e afferma che le persone riportate hanno acquisito i titoli per scopi di investimento e potrebbero impegnarsi in discussioni su transazioni strategiche.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A informa que un grupo de entidades de inversión afiliadas y personas poseen colectivamente 732,013 acciones de acciones comunes, representando el 5,01% de la clase en circulación, basado en 14,608,988 acciones en circulación. Series XVI AGH posee directamente 332,013 acciones y Trajan Holdings LLC posee directamente 400,000 acciones. Series XVI AGH también mantiene grandes grupos de warrants (un total de 88,926,183 acciones subyacentes a través de tres series de warrants) que actualmente no son exercibles dentro de 60 días y están sujetos a bloqueos de propiedad beneficiosa del 4,99% (o opcional 9,99%). La presentación divulga ventas secundarias recientes por Series XVI AGH del 10 al 15 de septiembre de 2025, que redujeron su participación, y afirma que las personas que reportan adquirieron los valores para fines de inversión y podrían participar en discusiones sobre transacciones estratégicas.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A는 제휴 투자 법인 및 개인들로 구성된 그룹이 공통주 732,013주를 실질적으로 보유하고 있으며 이는 발행 주식 총수 14,608,988주5.01%를 차지한다고 보고하고 있습니다. Series XVI AGH는 직접 332,013주를 보유하고 있고 Trajan Holdings LLC는 직접 400,000주를 보유합니다. Series XVI AGH는 또한 88,926,183주에 해당하는 기초 주식을 보유한 웬트(세븐)들이 세 가지 웬트 시리즈를 통해 존재하지만 현재 60일 이내 행사할 수 없으며 4.99%(또는 선택적 9.99%)의 유익소유자 차단 규정의 대상입니다. 제출 자료는 2025년 9월 10-15일 사이 Series XVI AGH의 최근 2차 매각을 공시하여 지분이 감소했고, 보고자들이 투자 목적의 취득을 했으며 전략적 거래에 관한 논의에 참여할 수 있음을 밝힙니다.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A indique qu’un groupe d’entités d’investissement affiliées et d’individus détiennent collectivement 732 013 actions ordinaires, représentant 5,01% de la classe en circulation, sur la base de 14 608 988 actions en circulation. Series XVI AGH détient directement 332 013 actions et Trajan Holdings LLC détient directement 400 000 actions. Series XVI AGH détient également d’importants pools de warrants (totalisant 88 926 183 actions sous-jacentes réparties sur trois séries de warrants) qui ne peuvent actuellement pas être exercés dans les 60 jours et sont soumis à des blocages de propriété bénéficiaire de 4,99% (ou optionnel 9,99%). Le dépôt divulgue des ventes secondaires récentes par Series XVI AGH du 10 au 15 septembre 2025, qui ont réduit sa participation, et indique que les personnes mentionnées ont acquis les titres à des fins d’investissement et pourraient engager des discussions sur des transactions stratégiques.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A berichtet, dass eine Gruppe verbundener Investmentgesellschaften und Einzelpersonen gemeinschaftlich 732.013 Stammaktien besitzt, was 5,01% der ausstehenden Klasse entspricht, basierend auf 14.608.988 ausstehenden Aktien. Series XVI AGH hält direkt 332.013 Aktien und Trajan Holdings LLC direkt 400.000 Aktien. Series XVI AGH hält auch große Bestände von Warrants (insgesamt 88.926.183 darunterliegende Aktien über drei Warrants-Serien), die derzeit in 60 Tagen nicht ausübbar sind und subject to 4,99% (oder optional 9,99%) Beneficial Ownership-Sperren. Die Einreichung gibt jüngste sekundäre Verkäufe von Series XVI AGH vom 10.–15. September 2025 bekannt, die seine Beteiligung reduziert haben, und erklärt, dass die berichtenden Personen die Wertpapiere zu Investitionszwecken erworben haben und sich an Diskussionen über strategische Transaktionen beteiligen könnten.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A يقر أن مجموعة من الكيانات الاستثمارية المرتبطة وأفراد يمتلكون بشكل جماعي 732,013 سهماً عادياً، ما يمثل 5.01% من الفئة القائمة على أساس 14,608,988 سهماً قائماً. تمتلك Series XVI AGH مباشرة 332,013 سهماً وتملك Trajan Holdings LLC مباشرة 400,000 سهماً. كما تمتلك Series XVI AGH أيضاً تجمعات كبيرة من الضمانات (إجمالاً 88,926,183 سهماً أساسياً موزعة عبر ثلاث سلاسل ضمانات) التي لا يمكن ممارستها حالياً خلال 60 يوماً وتخضع لـ 4.99% (أو 9.99% اختياري) حواجز الملكية المفيدة. يكشف الملف عن مبيعات ثانوية حديثة من قبل Series XVI AGH خلال 10-15 سبتمبر 2025 قد خفّضت حصتها، ويذكر أن الأشخاص المبلغ عنهم اشتروا الأوراق المالية لغرض الاستثمار وقد يشاركون في مناقشات حول صفقات استراتيجية.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A 报告称,一组关联投资实体及个人共同受益拥有732,013 股普通股,约占已发行股份的5.01%,基于14,608,988 股流通股。Series XVI AGH 直接持有 332,013 股,Trajan Holdings LLC 直接持有 400,000 股。Series XVI AGH 还持有大量认股权证池(总计 88,926,183 股 underlying shares,分布在三条认股权证系列),目前在60天内不可行使,受 4.99%(或可选 9.99%)的受益所有权阻碍约束。该文件披露 Series XVI AGH 于2025年9月10-15日的最近一次二级出售,降低了其持股比例,且报告人表示所披露人员为投资目的而取得证券,可能就战略交易进行讨论。

Positive
  • Full disclosure of beneficial ownership: Reporting persons clearly state aggregate holdings of 732,013 shares (5.01%) and identify direct owners.
  • Detailed warrant disclosure: The filing quantifies warrants (Common Warrants A and B and Pre-Funded Warrants) totaling 88,926,183 underlying shares and explains exercise limitations.
  • Recent secondary sale details provided: Dates and per-share prices for sales on Sept 10-15, 2025 are disclosed, showing transparency about position changes.
Negative
  • Reported reduction in stake: Series XVI AGH sold shares on Sept 10, 11, 12 and 15, 2025, reducing beneficial ownership by more than 1% of outstanding shares.
  • Warrants currently non-exercisable: AGH Warrants are not exercisable within 60 days, limiting clarity on near-term dilution timing.
  • Complex ownership structure: Multiple affiliated entities and individuals share voting/dispositive power, which may complicate attribution and control determinations for investors.

Insights

TL;DR: A coordinated investor group holds a 5.01% stake with significant warrant positions constrained by ownership blockers.

The filing shows a clear, disclosed 5.01% beneficial position across affiliated entities, backed by direct ownership (332,013 shares in Series XVI AGH; 400,000 shares in Trajan). The existence of large warrant allocations (totaling 88,926,183 potential shares across the three AGH Warrant series) is material, but those warrants are not exercisable within 60 days and are subject to contractual 4.99%/9.99% blockers, limiting near-term dilution risk from this group. Recent secondary sales between September 10 and 15, 2025, materially reduced Series XVI AGH's holdings and are disclosed with prices per share, indicating active portfolio management rather than a pure accumulation stake.

TL;DR: Reporting persons are affiliated and disclose shared voting/dispositive power, with appropriate disclaimers of direct beneficial ownership.

The schedule identifies the reporting persons, their relationships, and voting/dispositive arrangements: AV Management, AV IM, DOMH, Mr. Newman, Mr. Wool and Mr. Hayes share voting/dispositive power over Series XVI AGH holdings while Trajan is separately controlled by Mr. Wool. Each disclaims direct ownership beyond pecuniary interests. The filing also notes potential engagement with management and third parties about strategic transactions but confirms no definitive agreements. The disclosures are comprehensive for governance mapping and potential group attribution under Section 13(d).

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A riporta che un gruppo di entità di investimento affiliate e individui detiene collettivamente 732,013 azioni ordinarie, pari al 5,01% della classe in circolazione, basato su 14.608.988 azioni outstanding. Series XVI AGH detiene direttamente 332.013 azioni e Trajan Holdings LLC detiene direttamente 400.000 azioni. Series XVI AGH detiene inoltre ingenti blocchi di warrant (totali 88.926.183 azioni sottostanti attraverso tre serie di warrant) che attualmente non sono esercitabili entro 60 giorni e sono soggetti a blocchi di proprietà beneficiaria del 4,99% (oppure opzionale 9,99%). La richiesta rende noto recenti vendite secondarie da parte di Series XVI AGH tra il 10 e il 15 settembre 2025, che hanno ridotto la sua partecipazione, e afferma che le persone riportate hanno acquisito i titoli per scopi di investimento e potrebbero impegnarsi in discussioni su transazioni strategiche.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A informa que un grupo de entidades de inversión afiliadas y personas poseen colectivamente 732,013 acciones de acciones comunes, representando el 5,01% de la clase en circulación, basado en 14,608,988 acciones en circulación. Series XVI AGH posee directamente 332,013 acciones y Trajan Holdings LLC posee directamente 400,000 acciones. Series XVI AGH también mantiene grandes grupos de warrants (un total de 88,926,183 acciones subyacentes a través de tres series de warrants) que actualmente no son exercibles dentro de 60 días y están sujetos a bloqueos de propiedad beneficiosa del 4,99% (o opcional 9,99%). La presentación divulga ventas secundarias recientes por Series XVI AGH del 10 al 15 de septiembre de 2025, que redujeron su participación, y afirma que las personas que reportan adquirieron los valores para fines de inversión y podrían participar en discusiones sobre transacciones estratégicas.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A는 제휴 투자 법인 및 개인들로 구성된 그룹이 공통주 732,013주를 실질적으로 보유하고 있으며 이는 발행 주식 총수 14,608,988주5.01%를 차지한다고 보고하고 있습니다. Series XVI AGH는 직접 332,013주를 보유하고 있고 Trajan Holdings LLC는 직접 400,000주를 보유합니다. Series XVI AGH는 또한 88,926,183주에 해당하는 기초 주식을 보유한 웬트(세븐)들이 세 가지 웬트 시리즈를 통해 존재하지만 현재 60일 이내 행사할 수 없으며 4.99%(또는 선택적 9.99%)의 유익소유자 차단 규정의 대상입니다. 제출 자료는 2025년 9월 10-15일 사이 Series XVI AGH의 최근 2차 매각을 공시하여 지분이 감소했고, 보고자들이 투자 목적의 취득을 했으며 전략적 거래에 관한 논의에 참여할 수 있음을 밝힙니다.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A indique qu’un groupe d’entités d’investissement affiliées et d’individus détiennent collectivement 732 013 actions ordinaires, représentant 5,01% de la classe en circulation, sur la base de 14 608 988 actions en circulation. Series XVI AGH détient directement 332 013 actions et Trajan Holdings LLC détient directement 400 000 actions. Series XVI AGH détient également d’importants pools de warrants (totalisant 88 926 183 actions sous-jacentes réparties sur trois séries de warrants) qui ne peuvent actuellement pas être exercés dans les 60 jours et sont soumis à des blocages de propriété bénéficiaire de 4,99% (ou optionnel 9,99%). Le dépôt divulgue des ventes secondaires récentes par Series XVI AGH du 10 au 15 septembre 2025, qui ont réduit sa participation, et indique que les personnes mentionnées ont acquis les titres à des fins d’investissement et pourraient engager des discussions sur des transactions stratégiques.

Aureus Greenway Holdings Inc (AGH) Schedule 13D/A berichtet, dass eine Gruppe verbundener Investmentgesellschaften und Einzelpersonen gemeinschaftlich 732.013 Stammaktien besitzt, was 5,01% der ausstehenden Klasse entspricht, basierend auf 14.608.988 ausstehenden Aktien. Series XVI AGH hält direkt 332.013 Aktien und Trajan Holdings LLC direkt 400.000 Aktien. Series XVI AGH hält auch große Bestände von Warrants (insgesamt 88.926.183 darunterliegende Aktien über drei Warrants-Serien), die derzeit in 60 Tagen nicht ausübbar sind und subject to 4,99% (oder optional 9,99%) Beneficial Ownership-Sperren. Die Einreichung gibt jüngste sekundäre Verkäufe von Series XVI AGH vom 10.–15. September 2025 bekannt, die seine Beteiligung reduziert haben, und erklärt, dass die berichtenden Personen die Wertpapiere zu Investitionszwecken erworben haben und sich an Diskussionen über strategische Transaktionen beteiligen könnten.






If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. American Ventures Management LLC is the manager of Series XVI AGH and does not hold any shares or AGH Warrants directly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. American Ventures IM LLC is the investment manager of Series XVI AGH and does not hold any shares or AGH Warrants directly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. Dominari Holdings Inc. ("DOMH"), a Delaware corporation, is the majority member of American Ventures Management LLC and American Ventures IM LLC and does not hold any shares or the AGH Warrants directly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. Eric Newman ("Mr. Newman") is the manager of American Ventures Management LLC and American Ventures IM LLC, respectively, which is the manager and investment manager of Series XVI AGH. Mr. Newman does not own any shares or AGH Warrants directly and disclaims beneficial ownership over any securities held by Series XVI AGH and Trajan other than to the extent of his respective pecuniary interest therein, directly or indirectly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. Anthony Hayes ("Mr. Hayes") is the Chief Executive Officer, a director and Chairman of the board of directors of Dominari Holdings Inc., the majority member of American Ventures Management LLC and American Ventures IM LLC, respectively the manager and investment manager of Series XVI AGH. Mr. Hayes does not own any shares or AGH Warrants directly and disclaims beneficial ownership over any securities held by Series XVI AGH and Trajan other than to the extent of his respective pecuniary interest therein, directly or indirectly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. Trajan owns no shares of the Issuer or AGH Warrants that are held by Series XVI AGH, directly or indirectly, and disclaims beneficial ownership interest in such shares and AGH Warrants. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D




Comment for Type of Reporting Person:
The number of shares represented by the amount in Rows 8, 10 and 11 includes (i) 332,013 shares of the Issuer's common stock owned by American Ventures LLC, Series XVI AGH ("Series XVI AGH") and (ii) 400,000 shares of the Issuer's common stock owned by Trajan Holdings LLC ("Trajan"). Series XVI AGH holds such shares and the AGH Warrants, discussed below, directly. Series XVI AGH owns no shares of the Issuer that are held by Trajan, directly or indirectly, and disclaims beneficial ownership interest in such shares. Kyle Wool ("Mr. Wool") is the sole member and manager of Trajan and thus has sole voting power and dispositive power over the securities of the Issuer held by Trajan. Additionally, Mr. Wool is the President of Dominari Holdings Inc., the majority member of American Ventures Management LLC and American Ventures IM LLC, respectively the manager and investment manager of Series XVI AGH. Mr. Wool does not own any shares or AGH Warrants directly and disclaims beneficial ownership over any securities held by Trajan and Series XVI AGH other than to the extent of his respective pecuniary interest therein, directly or indirectly. The number of shares represented by the amount in Rows 8, 10 and 11 excludes (i) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants A ("Common Warrants A"), (ii) 29,885,057 shares of common stock that may be purchased by exercising the Issuer's Common Stock Purchase Warrants B ("Common Warrants B"), and (iii) 29,156,069 shares of common stock that may be purchased by exercising the Issuer's Pre-Funded Common Stock Purchase Warrants ("Pre-Funded Warrants"), none of which are currently exercisable within 60 days (collectively, the "AGH Warrants"). However, pursuant to the warrant agreements relating to the AGH Warrants, the AGH Warrants are subject to 4.99% (or, at the election of the holder, 9.99%) beneficial ownership limitations or "blockers," wherein Series XVI AGH may not exercise its AGH Warrants for shares of common stock to the extent that, upon giving effect to such exercise, Series XVI AGH together with its affiliates, and any other persons acting as a group together with Series XVI AGH or any of the Series XVI AGH's affiliates (such persons, "Attribution Parties") would beneficially own greater than 4.99% (or, at the election of Series XVI AGH, 9.99%) of the Issuer's common stock as calculated in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended. For purposes of calculating the blockers, the number of shares of common stock beneficially owned by Series XVI AGH and its affiliates and Attribution Parties shall include the number of shares of common stock issuable upon exercise of the AGH Warrants with respect to which such determination is being made, but will exclude the number of shares of common stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of each such warrant beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Issuer (including, without limitation, any other common stock equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained therein beneficially owned by Series XVI AGH or any of its affiliates or Attribution Parties. The aggregate number of shares of common stock and the percentage of total outstanding shares of common stock beneficially owned by the Reporting Persons gives effect to this beneficial ownership blocker pursuant to Rule 13d-3(d)(1)(i). The percent of class represented by the amount in Row 13 is based on 14,608,988 shares of the Issuer's common stock issued and outstanding as of August 14, 2025, as reported in the Issuer's Form 10-Q filed with the SEC on August 14, 2025.


SCHEDULE 13D


American Ventures LLC, Series XVI AGH
Signature:/s/ Eric Newman
Name/Title:Eric Newman / Manager of American Ventures Management LLC, Manager of American Ventures LLC, Series XVI AGH
Date:09/15/2025
American Ventures Management LLC
Signature:/s/ Eric Newman
Name/Title:Eric Newman / Manager
Date:09/15/2025
American Ventures IM LLC
Signature:/s/ Eric Newman
Name/Title:Eric Newman / Manager
Date:09/15/2025
Dominari Holdings Inc.
Signature:/s/ Kyle Michael Wool
Name/Title:Kyle Michael Wool / President
Date:09/15/2025
Eric Newman
Signature:/s/ Eric Newman
Name/Title:Eric Newman / Self
Date:09/15/2025
Anthony Hayes
Signature:/s/ Anthony Hayes
Name/Title:Anthony Hayes / Self
Date:09/15/2025
Trajan Holdings LLC
Signature:/s/ Kyle Michael Wool
Name/Title:Kyle Michael Wool / Sole Member and Manager of Trajan Holdings LLC
Date:09/15/2025
Kyle Michael Wool
Signature:/s/ Kyle Michael Wool
Name/Title:Kyle Michael Wool / Self
Date:09/15/2025

FAQ

How many AGH shares does the reporting group beneficially own?

The reporting persons collectively beneficially own 732,013 shares, which represents 5.01% of AGH's common stock based on 14,608,988 shares outstanding.

What warrants does Series XVI AGH hold and are they exercisable?

Series XVI AGH holds Common Warrants A (29,885,057 shares), Common Warrants B (29,885,057 shares) and Pre-Funded Warrants (29,156,069 shares). None are exercisable within 60 days.

Are there ownership limits on exercising the AGH Warrants?

Yes. The AGH Warrant agreements include beneficial ownership blockers preventing exercise if resulting ownership would exceed 4.99% (or, at the holder's election, 9.99%) as calculated under Rule 13d-3.

Did the reporting persons sell any AGH shares recently?

Yes. Series XVI AGH sold 97,125 shares on Sept 10, 98,428 shares on Sept 11, 61,403 shares on Sept 12 and 140,019 shares on Sept 15, 2025 at disclosed per-share prices.

What is the stated purpose for acquiring these AGH securities?

The reporting persons state they acquired the securities for investment purposes and may engage in discussions about potential strategic transactions, but no definitive agreements exist.
Aureus Greenway Holdings Inc.

NASDAQ:AGH

AGH Rankings

AGH Latest News

AGH Latest SEC Filings

AGH Stock Data

31.85M
7.59M
58.25%
1.54%
0.74%
Leisure
Services-membership Sports & Recreation Clubs
Link
United States
KISSIMMEE