| | Aureus Greenway Holdings Inc. (the "Company") was incorporated on December 22, 2023. In connection with the incorporation, on January 17, 2024, the Company issued (i) a total of 8,160,000 shares of common stock of the Company to Ace Champion Investments Limited (as to 6,800,000 shares of common stock of the Company), and Trendy View Assets Management (as to 1,360,000 shares of common stock of the Company), for total consideration of $8,160, (ii) a total of 10,000,000 shares of the Company's series A preferred stock to Ace Champion Investments Limited (as to 5,000,000 shares of the Company's series A preferred stock), Trendy View Assets Management (as to 1,000,000 shares of the Company's series A preferred stock), and Chrome Fields Asset Management LLC (as to 4,000,000 shares of the Company's series A preferred stock), for total consideration of $10,000, and (iii) 5,440,000 shares of common stock of the Company 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 Company's wholly owned subsidiary. 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 June 11, 2024, the Company's board of directors and shareholders holding a majority of the voting power of the Company's issued and outstanding voting capital stock implemented a reverse stock split in a ratio of 1.25-for-1 (the "Reverse Stock Split") upon approval of which the Company filed articles of amendment to the articles of incorporation of the Company, in order to implement the Reverse Stock Split. As a result, Chrome Fields Asset Management LLC holds 4,352,000 shares of common stock and 4,000,000 shares of series A preferred stock of the Company. On July 23, 2025, the Company also entered into a stock purchase agreement (the "Private SPA") among the Company, Trendy View Assets Management, Ace Champion Investments Limited, and Chrome Fields Asset Management LLC (collectively, the "Sellers"), and certain buyers (the "Buyers"). Pursuant to the Private SPA, Chrome Fields Asset Management LLC agreed to sell, and the Buyers agreed to purchase 4,000,000 shares of the Company's series A preferred stock, par value $0.001 per share, for a purchase price of $40,000 and 2,000,000 shares of the Company's common stock, par value $0.001 per share, for a purchase price of $1,950,000. Under the Private SPA, the shares of common stock were sold at $0.975 per share, and the shares of series A preferred stock were sold at $0.01 per share. The transaction closed on July 25, 2025. As a result, Chrome Fields Asset Management LLC holds 2,352,000 shares of common stock and 0 shares of series A preferred stock of the Company. Personal Funds - Personal Funds of reporting person |
