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

Rhea-AI Filing Summary

Filing: Schedule 13D/A (Amendment 1) for Aureus Greenway Holdings Inc. (AGH) filed 30-Jul-2025.

Reporting persons: Chairman Stephen Ching Ping Cheung and his wholly-owned Ace Champion Investments Ltd.

Current ownership: 3,290,000 common shares, representing 23.7 % of the 13.88 M shares outstanding. They hold sole voting and dispositive power; no shared power is reported.

Recent transactions reducing the stake from 5.44 M shares:

• 13-Feb-2025: sold 150,000 shares to IPO underwriters.
• 25-Jul-2025: as part of a Private Stock Purchase Agreement, sellers (including Ace Champion) sold 2,000,000 common shares at $0.975 per share and preferred shares at $0.01; aggregate common-share proceeds $2.0 M.

No other transactions in the past 60 days. The filers say they are evaluating strategic options but have no present plans to pursue any of the actions listed in Item 4.

No additional contracts or arrangements regarding AGH securities were disclosed beyond the SPA and joint filing agreement.

Positive

• Chairman still holds a substantial 23.7 % stake, maintaining management–shareholder alignment.
• Sale of 2.15 M shares increases public float, potentially enhancing trading liquidity.

Negative

• Significant insider selling (≈40 % of prior holdings) by the chairman within five months.

Insights

Portfolio Manager

TL;DR: Large insider sale cuts chairman’s stake to 23.7%, boosting float but signaling reduced insider concentration.

The amended 13D reveals that Stephen Cheung off-loaded 2.15 M shares—about 40 % of the position he held post-split—in two tranches, including a private sale completed 25-Jul-2025. While he remains a sizeable shareholder, the disposals materially increase public float and lessen governance control risk. From a portfolio-risk perspective, insider selling of this magnitude is noteworthy and may weigh on sentiment, though liquidity improvement is a counter-balance. Overall impact is moderately negative.

Corporate Governance Expert

TL;DR: Ownership falls yet chairman retains veto-level stake; no new control intentions disclosed.

Post-transaction, Cheung still controls nearly one-quarter of AGH, preserving significant alignment with outside holders. The filing expressly states no current plans for mergers, recapitalizations or other Item 4 actions, limiting immediate governance ramifications. Disclosure of the SPA and joint filing agreement satisfies Schedule 13D requirements, and no related-party conflicts are indicated. I view the change as governance-neutral but impactful due to the stake size.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

Aureus Greenway Holdings Inc

(Name of Issuer)

Common Stock

(Title of Class of Securities)

05156D102

(CUSIP Number)

Stephen Ching Ping Cheung
2995 REMINGTON BLVD,
Kissimmee, FL, 34744
407-344 4004

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

07/25/2025

(Date of Event Which Requires Filing of This Statement)

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

CUSIP No. 05156D102

1

Name of reporting person

Stephen Ching Ping Cheung

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

HONG KONG

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,290,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,290,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,290,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.7 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

1. Stephen Ching Ping Cheung (the "Reporting Peron"), the chairman of the board of directors of Aureus Greenway Holdings Inc., is the sole shareholder and director of Ace Champion Investments Limited, a company owned and controlled by the Reporting Peron, which holds 3,290,000 shares of common stock and 0 shares of series A preferred stock in Aureus Greenway Holdings Inc. 2. The calculation above is based on 13,880,000 shares of common stock of Aureus Greenway Holdings Inc. issued and outstanding as of the date hereof.

SCHEDULE 13D

CUSIP No. 05156D102

1

Name of reporting person

Ace Champion Investments Ltd

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

PF

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

VIRGIN ISLANDS, BRITISH

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 3,290,000.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 3,290,000.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

3,290,000.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

23.7 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

1. Ace Champion Investments Limited (the "Reporting Person"), a company incorporated in the British Virgin Islands is beneficially owned and controlled by Stephen Ching Ping Cheung and directly holds 3,290,000 shares of common stock of Aureus Greenway Holdings Inc., and 0 shares of series A preferred stock of Aureus Greenway Holdings Inc. 2. The calculation above is based on 13,880,000 shares of common stock of Aureus Greenway Holdings Inc. issued and outstanding as of the date hereof.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: Aureus Greenway Holdings Inc
(c)	Address of Issuer's Principal Executive Offices: 2995 REMINGTON BLVD, Kissimmee, FLORIDA , 34744.
Item 2.	Identity and Background
(a)	Stephen Ching Ping Cheung
(b)	Aureus Greenway Holdings Inc. 2995 Remington Blvd. Kissimmee, FL 34744.
(c)	Stephen Ching Ping Cheung is chairman of the board and directors of Aureus Greenway Holdings Inc. with the principal business address of 2995 Remington Blvd. Kissimmee, FL 34744.
(d)	No.
(e)	No.
(f)	Hong Kong
Item 3.	Source and Amount of Funds or Other Consideration
	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, Ace Champion Investments Limited holds 5,440,000 shares of common stock and 5,000,000 shares of series A preferred stock of the Company. On February 13, 2025, Ace Champion Investments Limited sold 150,000 shares of common stock to the underwriters in the Company's initial public offering. 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, the sellers agreed to sell, and the Buyers agreed to purchase an aggregate of 4,000,000 shares of common stock and 10,000,000 shares of series A preferred stock of the Company, and Trendy View Assets Management d agreed to sell, and the Buyers agreed to purchase 5,000,000 shares of the Company's series A preferred stock, par value $0.001 per share, for a purchase price of $50,000 and 2,000,000 shares of the Company's common stock, par value $0.001 per share, for a purchase price of $2,000,000. 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, Trendy View Assets Management holds 3,290,000 shares of common stock and 0 shares of series A preferred stock of the Company. Personal Funds - Personal Funds of reporting person
Item 4.	Purpose of Transaction
	Other than the transaction disclosed in Item 3, the Reporting Persons are considering all their options and, while they have no present plan to do so, they reserve the right and are considering whether to propose other transactions that relate to or would result in one or more of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	3,290,000 and 23.7%
(b)	3,290,000
(c)	Other than the transaction disclosed in Item 3, Stephen Ching Ping Cheung has not engaged in any transaction in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (ss. 240.13d-101), whichever is less.
(d)	Not applicable
(e)	Not applicable
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to Aureus Greenway Holdings Inc.'s securities requiring disclosure under this Item 6.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Agreement Exhibit B - Stock Purchase Agreement, dated July 23, 2025, among the Company, certain Sellers, and Buyers.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Stephen Ching Ping Cheung

Signature:	/s/ Stephen Ching Ping Cheung
Name/Title:	Stephen Ching Ping Cheung / Director and Chairman of the Board of Directors of Aureus Greenway Holdings Inc.
Date:	07/30/2025

Ace Champion Investments Ltd

Signature:	/s/ Stephen Ching Ping Cheung
Name/Title:	Director of Ace Champion Investments Limited
Date:	07/30/2025

FAQ

How many Aureus Greenway (AGH) shares does Stephen Cheung now own?

He beneficially owns 3,290,000 common shares, equal to 23.7 % of shares outstanding.

What was the size of the July 25 2025 private share sale disclosed in the filing?

The sellers, including Ace Champion Investments, sold 2,000,000 common shares under the Private Stock Purchase Agreement.

At what price were AGH common shares sold in the Private SPA?

Common shares were sold at $0.975 per share; preferred shares were priced at $0.01 per share.

Does the Schedule 13D/A indicate any current plans for mergers or other corporate actions?

No. The reporting persons state they have no present plans to pursue Item 4 actions but reserve the right to do so.

Who are the reporting persons in this amended Schedule 13D filing?

They are Stephen Ching Ping Cheung and his BVI entity Ace Champion Investments Ltd.