SCHEDULE: Aureus Greenway Holdings: American Ventures Group Discloses 3.15% Stake

American Ventures LLC, Series XVI AGH and affiliated entities have disclosed a 3.15% beneficial ownership stake in Aureus Greenway Holdings Inc., alongside significant warrant holdings and recent trading activity.

Summary

• Reporting persons, including American Ventures LLC, Series XVI AGH, Trajan Holdings LLC, and their affiliates, collectively beneficially own 459,654 shares of Aureus Greenway Holdings Inc. common stock.
• This represents 3.15% of the Issuer's common stock, based on 14,608,988 shares outstanding as of August 14, 2025.
• Series XVI AGH directly holds 59,654 shares, while Trajan Holdings LLC directly holds 400,000 shares.
• Series XVI AGH also holds substantial AGH Warrants (Common Warrants A, Common Warrants B, and Pre-Funded Warrants) totaling 88,501,183 shares, none of which are currently exercisable within 60 days.
• The AGH Warrants are subject to beneficial ownership limitations ("blockers") of 4.99% (or 9.99% at the holder's election), preventing exercise if it would exceed these thresholds.
• 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 exercised Pre-Funded Warrants to acquire 299,608 shares on October 1, 2025.
• Series XVI AGH sold a total of 239,954 shares of common stock between October 1 and October 3, 2025, at prices ranging from $3.641 to $3.902 per share.

Sentiment

Score: 6

Explanation: The filing indicates a significant investment stake and an interest in strategic transactions, which could be positive. However, the non-exercisability of warrants within 60 days and recent share sales introduce some caution. The beneficial ownership blockers also limit immediate upside from warrants.

Positives

• Reporting Persons acquired shares for investment purposes, indicating confidence in the Issuer's long-term prospects.
• The group is open to engaging in discussions with management and other stakeholders regarding potential strategic transactions, which could unlock value for shareholders.

Negatives

• A significant number of warrants (88,501,183 shares) are not currently exercisable within 60 days, limiting immediate upside from these instruments.
• The beneficial ownership "blockers" (4.99% or 9.99%) on warrant exercise restrict the extent to which Series XVI AGH can increase its stake through warrant conversion.
• Series XVI AGH recently sold a substantial number of shares (239,954 shares) over three days in early October 2025, which could be perceived negatively by the market.

Risks

• Warrant Exercisability Limitations: The AGH Warrants, representing a significant potential stake, are not exercisable within 60 days, delaying potential capital infusion or increased ownership.
• Beneficial Ownership Blockers: Warrant agreements include 4.99% (or 9.99%) beneficial ownership limitations, which could prevent Series XVI AGH from fully exercising its warrants and increasing its stake beyond these thresholds, potentially limiting influence or strategic options.
• Market Perception of Share Sales: Recent sales of 239,954 shares by Series XVI AGH could be interpreted by the market as a lack of conviction or a move to realize gains, potentially putting downward pressure on the stock price.
• No Definitive Strategic Agreements: While discussions for potential strategic transactions are ongoing, there are no definitive agreements, meaning such opportunities may not materialize.

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 possible 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 market and company-specific factors.

Management Comments

• Each of AV Management, AV IM, DOMH, Mr. Newman, Mr. Wool and Mr. Hayes disclaim beneficial ownership over any securities held by the Series XVI AGH other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
• Mr. Wool has voting and dispositive power over the securities held by Trajan and disclaims beneficial ownership over any securities held by Trajan other than to the extent of its/his respective pecuniary interest therein, directly or indirectly.
• Each Reporting Person declares that neither the filing of this Schedule 13D nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this Schedule 13D.

Industry Context

This filing is a standard disclosure of beneficial ownership by an investment group, indicating their current stake and potential future intentions regarding a public company. It reflects typical investment strategies involving both direct share ownership and warrant holdings, often with protective clauses like beneficial ownership blockers. The stated interest in strategic transactions is common for activist or significant investors seeking to influence company direction or unlock value.

Comparison to Industry Standards

• NA

Stakeholder Impact

• Shareholders: Potential for increased shareholder engagement and strategic initiatives if the Reporting Persons pursue discussions with management regarding M&A or other value-unlocking opportunities. The recent share sales could create short-term price volatility.
• Management/Board: May face increased scrutiny or engagement from the Reporting Persons regarding strategic direction and corporate governance.

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 possible merger and acquisition opportunities.
• Reporting Persons may make introductions or facilitate discussions between the Issuer and third parties regarding potential opportunities.
• Reporting Persons may continue to review and consider other investment opportunities depending on various factors, including the Issuer's financial position, share price, market conditions, and general economic/industry conditions.

Key Dates

Recommendation

The filing indicates a substantial investment by a group interested in strategic opportunities, which could be a long-term positive. However, the immediate impact is tempered by the non-exercisability of a large number of warrants within 60 days and recent share sales by one of the reporting entities. While the intent for strategic discussions is noted, the absence of definitive agreements suggests no immediate catalysts. Therefore, a 'hold' recommendation is appropriate as investors await further developments regarding the strategic intentions and warrant exercisability.

Keywords

Aureus Greenway Holdings, SEC Filing, Schedule 13D, Beneficial Ownership, Warrants, Investment, Strategic Transactions, American Ventures, Trajan Holdings, Common Stock