Aureus Greenway Filing Reveals Super-Voting Preferred, 93% Control Shift

Rhea-AI Filing Summary

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.

Positive

• Capital infusion of approximately $734 k in aggregate proceeds to the company.
• Long-term insider ownership may provide strategic stability and aligned vision.

Negative

• 93.5 % voting control concentrated in a trust holding only 4.4 % of economic interest, creating governance risk.
• Dual-class structure with non-convertible, super-voting preferred likely deters institutional investment and reduces float liquidity.

Insights

Governance Analyst

TL;DR – Trust gains near-total voting control with only 4.4 % economic stake—material governance overhang.

The issuance of 10 M super-voting preferred shares gives the Scopellite trust 93.5 % of AGH’s aggregate votes. Although the purchase injects just $734 k, it effectively places corporate decisions—board appointments, M&A approvals, by-law changes—under one family’s discretion. Minority holders face classic dual-class risk: limited influence, potential entrenchment and valuation discount versus single-class peers. No hostile intent is disclosed, but control dynamics, not capital inflow, are the headline. Impact: negative to neutral for outside investors; beneficial for managerial stability.

Small-Cap Portfolio Manager

TL;DR – Cheap super-voting preferred creates misaligned control; float remains tiny.

The transaction adds modest cash yet skews the cap table: $100 k buys 200 M votes. With only 650 k common shares, public float is slim, constraining liquidity and institutional interest. While a stable insider could support long-term strategy, exit optionality and takeover premium have effectively vanished. Valuation multiples may warrant a governance discount until share structure normalises.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Aureus Greenway Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

05156D102

(CUSIP Number)

Michael Canarick
The Steven Scopellite 2021 IRR, 11 Wharf Avenue, Suite C3
Red Bank, NJ, 07701
(813) 482-2999

(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

The Steven Scopellite 2021 IRR

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

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 650,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 650,000.00

11

Aggregate amount beneficially owned by each reporting person

650,000.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

(1) The number of shares in Rows 8, 10 and 11 represents 650,000 shares of common stock, par value $0.001 per share (the "Common Stock"), of Aureus Greenway Holdings Inc. (the "Issuer"), held by The Steven Scopellite 2021 IRR (the "Trust"). Michael Canarick is the trustee of the Trust. As trustee, Michael Canarick exercises voting and investment control over the securities held by the Trust. Steven Scopellite, as grantor of the Trust, may be deemed to share voting and dispositive power over the securities held by the Trust with the trustee, Michael Canarick. Each disclaims beneficial ownership of the securities held by the Trust except to the extent of their respective pecuniary interests. (2) The Trust also holds 10,000,000 shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), which are not convertible into common stock. Each share of the Preferred Stock entitles the Trust to votes equal to twenty (20) votes per share of Preferred Stock held. (3) The reported beneficial ownership percentage in Row 13 is based on 14,608,988 shares of Common Stock as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 4, 2025. (4) The Trust is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by the Trust, the aggregate voting power held by the Trust would be 93.5% of all voting rights of the Issuer's voting securities (based on 214,608,988 aggregate votes).

SCHEDULE 13D

CUSIP No. 05156D102

1

Name of reporting person

Michael Canarick

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 650,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 650,000.00

11

Aggregate amount beneficially owned by each reporting person

650,000.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The number of shares in Rows 8, 10 and 11 represents 650,000 shares of Common Stock of the Issuer, held by the Trust. Michael Canarick is the trustee of the Trust. As trustee, Michael Canarick exercises voting and investment control over the securities held by the Trust. Steven Scopellite, as grantor of the Trust, may be deemed to share voting and dispositive power over the securities held by the Trust with the trustee, Michael Canarick. Each disclaims beneficial ownership of the securities held by the Trust except to the extent of their respective pecuniary interests. 2) The Trust also holds 10,000,000 shares of Series A Preferred Stock, which are not convertible into common stock. Each share of the Preferred Stock entitles the Trust to votes equal to twenty (20) votes per share of Preferred Stock held. (3) The reported beneficial ownership percentage in Row 13 is based on 14,608,988 shares of Common Stock as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 4, 2025. (4) The Trust is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by the Trust, the aggregate voting power held by the Trust would be 93.5% of all voting rights of the Issuer's voting securities (based on 214,608,988 aggregate votes).

SCHEDULE 13D

CUSIP No. 05156D102

1

Name of reporting person

Steven Scopellite

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)

OO

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 650,000.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 650,000.00

11

Aggregate amount beneficially owned by each reporting person

650,000.00

12

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

13

Percent of class represented by amount in Row (11)

4.4 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

(1) The number of shares in Rows 8, 10 and 11 represents 650,000 shares of Common Stock of the Issuer, held by the Trust. Michael Canarick is the trustee of the Trust. As trustee, Michael Canarick exercises voting and investment control over the securities held by the Trust. Steven Scopellite, as grantor of the Trust, may be deemed to share voting and dispositive power over the securities held by the Trust with the trustee, Michael Canarick. Each disclaims beneficial ownership of the securities held by the Trust except to the extent of their respective pecuniary interests. (2) The Trust also holds 10,000,000 shares of Series A Preferred Stock, which are not convertible into common stock. Each share of the Preferred Stock entitles the Trust to votes equal to twenty (20) votes per share of Preferred Stock held. (3) The reported beneficial ownership percentage in Row 13 is based on 14,608,988 shares of Common Stock as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 4, 2025. (4) The Trust is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by the Trust, the aggregate voting power held by the Trust would be 93.5% of all voting rights of the Issuer's voting securities (based on 214,608,988 aggregate votes).

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, par value $0.001 per share
(b)	Name of Issuer: Aureus Greenway Holdings Inc.
(c)	Address of Issuer's Principal Executive Offices: 2995 Remington Boulevard, Kissimmee, FLORIDA , 34744.
Item 2.	Identity and Background
(a)	This Schedule 13D is being jointly filed by The Steven Scopellite 2021 IRR, Michael Canarick and Steven Scopellite (collectively, the "Reporting Persons"). Michael Canarick, as the trustee, and Steven Scopellite, as the grantor, of The Steven Scopellite 2021 IRR, share power to vote and dispose of the securities reported herein.
(b)	The address of the Reporting Persons is 11 Wharf Avenue, Suite C3, Red Bank, NJ 07701.
(c)	The Steven Scopellite 2021 IRR was established as a trust for the benefit of Mr. Scopellite's family. The principal occupation of Michael Canarick is working as an attorney. Mr. Steven Scopellite is retired.
(d)	During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	The Steven Scopellite 2021 IRR is a United States trust. Michael Canarick and Steven Scopellite are United States citizens.
Item 3.	Source and Amount of Funds or Other Consideration
	The securities were acquired by the Trust using personal funds to purchase 650,000 shares of Common Stock at a price of $0.975 per share, for a total purchase price of $633,750, and 10,000,000 shares of Series A Preferred Stock at a price of $0.01 per share for a total purchase price of $100,000. The transaction closed on July 25, 2025.
Item 4.	Purpose of Transaction
	The Steven Scopellite 2021 IRR acquired beneficial ownership of the securities reported herein for investment purposes. The Reporting Person's do not have any current plans or proposals which would result in any of the matters listed in Item 4(a) - (j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The Trust owns 650,000 shares of common stock. Michael Canarick is the trustee of the Trust. As trustee, Michael Canarick exercises voting and investment control over the securities held by the Trust. Steven Scopellite, as grantor of the Trust, may be deemed to share voting and dispositive power over the securities held by the Trust with the trustee, Michael Canarick. Each disclaims beneficial ownership of the securities held by the Trust except to the extent of their respective pecuniary interests. The Trust also holds 10,000,000 shares of Series A Preferred Stock, which are not convertible into common stock. Each share of the Preferred Stock entitles the Trust to votes equal to twenty (20) votes per share of Preferred Stock held. The reported beneficial ownership percentage in Row 13 is based on 14,608,988 shares of Common Stock as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 4, 2025. The Trust is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by the Trust, the aggregate voting power held by the Trust would be 93.5% of all voting rights of the Issuer's voting securities (based on 214,608,988 aggregate votes).
(b)	The Trust owns 650,000 shares of common stock. Michael Canarick is the trustee of the Trust. As trustee, Michael Canarick exercises voting and investment control over the securities held by the Trust. Steven Scopellite, as grantor of the Trust, may be deemed to share voting and dispositive power over the securities held by the Trust with the trustee, Michael Canarick. Each disclaims beneficial ownership of the securities held by the Trust except to the extent of their respective pecuniary interests. The Trust also holds 10,000,000 shares of Series A Preferred Stock, par value $0.001 per share (the "Preferred Stock"), which are not convertible into common stock. Each share of the Preferred Stock entitles the Trust to votes equal to twenty (20) votes per share of Preferred Stock held. The reported beneficial ownership percentage in Row 13 is based on 14,608,988 shares of Common Stock as reported in the Issuer's Form S-1 filed with the Securities and Exchange Commission on August 4, 2025. The Trust is the sole holder of all issued and outstanding shares of Preferred Stock and after giving effect to the voting rights of such Preferred Stock and the voting rights of the Common Stock beneficially owned by the Trust, the aggregate voting power held by the Trust would be 93.5% of all voting rights of the Issuer's voting securities (based on 214,608,988 aggregate votes).
(c)	There have been no transactions in the class of securities reported on that were effected within the past 60 days.
(d)	The Reporting Persons do not know of any other person having the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the securities described herein.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	There are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A - Joint Filing Agreement, by and among the Reporting Persons (filed herewith)

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.

The Steven Scopellite 2021 IRR

Signature:	/s/ Michael Canarick
Name/Title:	Michael Canarick/Trustee
Date:	08/06/2025

Michael Canarick

Signature:	/s/ Michael Canarick
Name/Title:	Michael Canarick/Trustee
Date:	08/06/2025

Steven Scopellite

Signature:	/s/ Steven Scopellite
Name/Title:	Steven Scopellite
Date:	08/06/2025

FAQ

How many Aureus Greenway (AGH) common shares did the trust purchase?

The trust bought 650,000 common shares, representing 4.4 % of outstanding common stock.

What voting power does the Series A preferred stock give the trust?

Each preferred share carries 20 votes; 10 M shares equate to about 200 M votes.

What percentage of total AGH voting rights is now controlled by the trust?

After combining preferred and common votes, the trust controls roughly 93.5 % of all voting power.

Was the preferred stock convertible into AGH common shares?

No. The Series A preferred shares are non-convertible and exist solely for voting purposes.

Did the filers disclose any plans to change AGH’s operations or board?

They stated no current plans or proposals under Item 4 of Schedule 13D.