SCHEDULE: Investment Group Discloses 7.73% Stake in Aureus Greenway

A group of investment entities and individuals, including American Ventures LLC, Series XVI AGH and Trajan Holdings LLC, has disclosed a collective beneficial ownership of 7.73% in Aureus Greenway Holdings Inc. for investment purposes.

Summary

• A group of reporting persons, including American Ventures LLC, Series XVI AGH, and Trajan Holdings LLC, has acquired a beneficial ownership of 1,128,988 shares of Aureus Greenway Holdings Inc. common stock.
• This aggregate ownership represents 7.73% of the Issuer's common stock, based on 14,608,988 shares outstanding as of August 14, 2025.
• American Ventures LLC, Series XVI AGH directly owns 728,988 shares and holds significant warrants (Common Warrants A, Common Warrants B, and Pre-Funded Warrants) totaling 88,926,183 shares, none of which are currently exercisable within 60 days.
• These warrants are subject to beneficial ownership limitations (blockers) of 4.99% or, at the holder's election, 9.99%, preventing exercise if it would exceed these thresholds.
• Trajan Holdings LLC directly owns 400,000 shares of the Issuer's common stock.
• The acquisition was made for investment purposes, with the reporting persons open to engaging in discussions regarding potential strategic transactions, including mergers and acquisitions, and facilitating introductions with third parties.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive due to the stated investment purpose and the potential for strategic discussions, which could lead to value creation. However, it's a factual ownership disclosure, not a performance report, so the positive impact is speculative.

Positives

• The reporting persons acquired the securities for investment purposes, indicating a belief in the Issuer's long-term value.
• The group may engage in discussions with the Issuer's management and board regarding potential strategic transactions, including M&A opportunities, which could unlock shareholder value.
• The group may facilitate introductions between the Issuer and third parties for potential strategic opportunities, potentially expanding the Issuer's options.

Risks

• The significant number of warrants held by Series XVI AGH (88,926,183 shares) are not currently exercisable within 60 days, limiting immediate upside from these instruments.
• The warrants are subject to beneficial ownership limitations (4.99% or 9.99% blockers), which could restrict the full exercise of these warrants and potentially dilute future share price if exercised in large quantities over time.

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 may also facilitate introductions between the Issuer and third parties for such opportunities, and will continue to review other opportunities based on various market and company-specific factors.

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 may from time to time make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities.

Industry Context

This Schedule 13D filing indicates a significant passive investment by a group of entities and individuals in Aureus Greenway Holdings Inc. While the filing does not detail specific industry trends, the stated intent to explore strategic transactions, including M&A, suggests that the investors may see opportunities for consolidation or value creation within the Issuer's sector. Such disclosures are common for activist or strategic investors seeking to influence company direction or capitalize on perceived undervaluation.

Legal Proceedings

• No Reporting Person has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years.
• No Reporting Person has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in 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 during the last five years.

Stakeholder Impact

• Shareholders: Potential for increased shareholder value if strategic discussions lead to favorable outcomes like M&A or improved corporate strategy.
• Management/Board: May face engagement and discussions with the new significant shareholder group regarding company strategy and potential transactions.

Next Steps

• The 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.
• The reporting persons may make introductions or otherwise facilitate discussions between the Issuer and third parties regarding such potential opportunities.
• The reporting persons may continue to review and consider other opportunities depending on various factors, including the Issuer's financial position, the price level of the securities, conditions in the securities markets, and general economic and industry conditions.

Key Dates

Recommendation

The filing indicates a significant new beneficial ownership by an investment group with stated intentions to explore strategic transactions, including M&A. While this could be a catalyst for future value, there are no definitive agreements or immediate operational changes. For existing investors, holding the stock to observe the outcome of these potential discussions is prudent. For new investors, further due diligence on the Issuer's fundamentals and the likelihood of these strategic discussions materializing would be necessary before a 'buy' recommendation.

Keywords

Aureus Greenway Holdings Inc., Schedule 13D, beneficial ownership, investment, warrants, strategic transactions, mergers and acquisitions, common stock, American Ventures LLC, Trajan Holdings LLC