SCHEDULE: American Ventures Group Cuts Aureus Greenway Stake to 5.01%

American Ventures LLC, Series XVI AGH and affiliated entities have reduced their beneficial ownership in Aureus Greenway Holdings Inc. to 5.01% through recent share sales.

Summary

• Reporting Persons, including American Ventures LLC, Series XVI AGH, and Trajan Holdings LLC, collectively beneficially own 732,013 shares of Aureus Greenway Holdings Inc. common stock.
• This represents 5.01% of the Issuer's outstanding common stock, based on 14,608,988 shares as of August 14, 2025.
• Series XVI AGH directly holds 332,013 shares, while Trajan Holdings LLC directly holds 400,000 shares.
• Series XVI AGH also holds significant warrants (AGH Warrants) for 29,885,057 Common Warrants A, 29,885,057 Common Warrants B, and 29,156,069 Pre-Funded Warrants, none of which are exercisable within 60 days.
• These warrants are subject to beneficial ownership limitations (blockers) of 4.99% or 9.99% at the holder's election.
• The Reporting Persons acquired these securities for investment purposes and may engage in discussions regarding potential strategic transactions, including M&A opportunities.
• Series XVI AGH sold a total of 396,975 shares between September 10 and September 15, 2025, leading to a decrease in beneficial ownership of more than 1%.

Sentiment

Score: 4

Explanation: The sentiment is moderately negative due to the significant reduction in beneficial ownership by a key investor group through multiple sales at declining prices. While the stated purpose remains 'investment purposes' and discussions about strategic transactions are mentioned, the actual transactions reflect a divestment, which typically signals a less favorable outlook from the selling party. The presence of warrants with blockers also adds a layer of complexity and potential limitation on future upside from this investor group.

Positives

• Reporting Persons acquired securities for investment purposes, indicating a belief in the company's long-term potential despite recent sales.
• The Reporting Persons are open to engaging in discussions with the Issuer's management and board regarding potential strategic transactions, including merger and acquisition opportunities, which could unlock shareholder value.
• The Reporting Persons may facilitate discussions between the Issuer and third parties for potential strategic opportunities.

Negatives

• Series XVI AGH sold 396,975 shares of common stock between September 10 and September 15, 2025, at decreasing prices ranging from $5.2054 to $4.0836 per share.
• These sales resulted in the Reporting Persons' beneficial ownership decreasing by more than 1% of the outstanding shares, which could be perceived negatively by the market.

Risks

• The AGH Warrants held by Series XVI AGH are not currently exercisable within 60 days, limiting immediate flexibility to increase ownership via warrants.
• Warrant agreements include beneficial ownership limitations ("blockers") of 4.99% (or 9.99% at holder's election), which restrict the extent to which Series XVI AGH can exercise its warrants and increase its stake.
• While discussions for potential strategic transactions are ongoing, there are currently no definitive agreements to undertake such actions, indicating uncertainty.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and may engage in discussions with Aureus Greenway Holdings Inc.'s management, board, and other stakeholders concerning potential strategic transactions, including merger and acquisition opportunities. They are currently in discussions with third parties that may lead to such actions, though no definitive agreements are in place. They will continue to review other opportunities based on various factors including the Issuer's financial position and market conditions.

Management Comments

• "The Reporting Persons acquired the securities described herein for investment purposes."
• "The Reporting Persons may engage in discussions with the Issuer's management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including possible merger and acquisition opportunities."
• "The Reporting Persons are in discussions with third parties that may result in one of the actions described in Item 4(a)-(j) above, however there are currently no definitive agreements to undertake such actions."

Industry Context

This filing reflects a significant investor's adjusted position in Aureus Greenway Holdings Inc., indicating a shift in their investment strategy or market outlook for the company. The mention of potential strategic transactions and M&A discussions suggests that the company may be a target for corporate activity or is exploring options to enhance shareholder value, which is a common theme in the current market environment for smaller-cap companies.

Stakeholder Impact

• Shareholders: The reduction in beneficial ownership by a significant investor group, coupled with sales at declining prices, could lead to negative market sentiment and potentially impact the share price. The mention of potential M&A discussions could also introduce volatility.
• Management/Board: The Reporting Persons' stated intent to engage in discussions about strategic transactions and M&A could put pressure on management and the board to explore such opportunities or justify current strategies.

Next Steps

• Reporting Persons may engage in discussions with Aureus Greenway Holdings Inc.'s management, board of directors, stockholders, and other interested parties concerning potential strategic transactions, including merger and acquisition opportunities.
• Reporting Persons may make introductions or facilitate discussions between the Issuer and third parties regarding such potential opportunities.
• Reporting Persons will continue to review and consider other opportunities based on various factors, including the Issuer's financial position, stock price, and market conditions.

Key Dates

Recommendation

The filing indicates a significant investor group has reduced its stake in Aureus Greenway Holdings Inc. through multiple sales at declining prices, which is a negative signal. However, the group still retains a 5.01% stake and explicitly states their purpose is for investment, with an openness to strategic discussions including M&A. This suggests they still see potential value, possibly through corporate actions. The presence of warrants, though currently unexercisable, also represents potential future influence. Given the mixed signals—divestment but continued investment intent and strategic interest—a "hold" recommendation is appropriate. Investors should monitor further actions by this group and any developments regarding strategic transactions.

Keywords

Aureus Greenway Holdings Inc., Common Stock, Schedule 13D, Beneficial Ownership, American Ventures LLC, Trajan Holdings LLC, Warrants, Investment, Strategic Transactions, M&A, Share Sales, SEC Filing