SCHEDULE: Scopellite Trust Takes 93.5% Voting Stake in Aureus

The Steven Scopellite 2021 IRR, through its acquisition of common and preferred stock, has gained a controlling 93.5% voting interest in Aureus Greenway Holdings Inc.

Summary

• The Steven Scopellite 2021 IRR, along with Michael Canarick (trustee) and Steven Scopellite (grantor), acquired shares in Aureus Greenway Holdings Inc.
• The acquisition included 650,000 shares of common stock at a price of $0.975 per share, totaling $633,750.
• Additionally, 10,000,000 shares of Series A Preferred Stock were acquired at a price of $0.01 per share, totaling $100,000.
• The total investment for these acquisitions was $733,750, funded by personal funds.
• The transaction closed on July 25, 2025.
• The Trust now beneficially owns 4.4% of the common stock, based on 14,608,988 shares of common stock outstanding as reported in the Issuer's Form S-1 filed on August 4, 2025.
• The Series A Preferred Stock, while not convertible into common stock, entitles the Trust to 20 votes per share, resulting in an aggregate voting power of 93.5% of all voting rights of Aureus Greenway Holdings Inc.'s voting securities (based on 214,608,988 aggregate votes).
• The stated purpose of the acquisition is for investment purposes, with no current plans for significant corporate changes.

Sentiment

Score: 6

Explanation: The filing indicates a significant investment by The Steven Scopellite 2021 IRR into Aureus Greenway Holdings Inc., which could be seen as a positive vote of confidence. However, the acquisition grants the Trust 93.5% of the aggregate voting power, concentrating control and potentially limiting the influence of other shareholders. This dual impact results in a neutral to slightly positive sentiment, leaning towards neutral due to the governance implications for minority shareholders.

Positives

• A significant investment by The Steven Scopellite 2021 IRR indicates a strong vote of confidence in Aureus Greenway Holdings Inc.'s future.
• The consolidation of 93.5% of voting power by a single entity could lead to more decisive and streamlined strategic decision-making for the company.

Negatives

• The high concentration of 93.5% of voting power in The Steven Scopellite 2021 IRR significantly limits the influence and voice of minority common shareholders.
• The Series A Preferred Stock, which contributes substantially to the Trust's voting power, is not convertible into common stock, meaning its value is not directly tied to potential common stock appreciation.

Risks

• The Steven Scopellite 2021 IRR holds 93.5% of the aggregate voting power, which could allow the Trust to make decisions that may not align with the interests of other shareholders.
• While the reporting persons state no current plans for changes to the Issuer's business or corporate structure, these plans could change in the future, potentially impacting the company's direction or other shareholders.

Future Outlook

The reporting persons acquired the securities for investment purposes and currently have no plans or proposals that would result in significant corporate changes, asset sales, or changes to the company's capital structure or business operations.

Management Comments

• Michael Canarick and Steven Scopellite, as reporting persons, state that the acquisition of securities was for investment purposes.
• They currently have no plans or proposals that would result in any of the matters listed in Item 4(a) (j) of Schedule 13D, which include changes to the Issuer's business, corporate structure, or management.

Industry Context

This filing primarily concerns a significant change in beneficial ownership and voting control rather than broader industry trends. However, the consolidation of 93.5% of voting power by a single trust is a notable event in corporate governance, potentially allowing for swift strategic decisions without significant minority shareholder input. This level of control is atypical for a widely held public company and could influence future strategic direction or M&A activity.

Comparison to Industry Standards

• The concentration of 93.5% of voting power in a single entity, The Steven Scopellite 2021 IRR, is highly unusual for a publicly traded company. Typically, even controlling shareholders in public companies hold less than 75% of voting rights to maintain some semblance of minority shareholder influence and liquidity.
• This level of control is more akin to a privately held company or a company with a dual-class share structure designed for founder control, such as Meta Platforms (META) or Alphabet (GOOGL), where founders retain super-voting shares. However, in this case, the control is achieved through preferred stock with disproportionate voting rights, effectively giving the Trust near-absolute control over Aureus Greenway Holdings Inc. without necessarily holding a majority of the common equity.

Corporate Governance

Stakeholder Impact

• Shareholders: Common shareholders will have significantly reduced voting influence due to the Trust's 93.5% aggregate voting power, potentially impacting their ability to influence corporate decisions or elect directors.
• Management: The Trust's controlling stake means management will likely be highly responsive to the Trust's strategic directives.

Next Steps

• The reporting persons state they have no current plans for changes to the Issuer's business or corporate structure, but they may change their plans in the future.

Key Dates

Recommendation

The filing reveals a significant consolidation of voting power (93.5%) by The Steven Scopellite 2021 IRR. While this could lead to more decisive corporate action, it also significantly diminishes the influence of minority common shareholders. The acquisition was for investment purposes, and no immediate strategic changes are indicated. Investors should hold to observe how this concentrated control impacts future corporate strategy, financial performance, and potential liquidity for common shares, as the company effectively operates under the control of a single entity.

Keywords

Aureus Greenway Holdings Inc., Schedule 13D, Beneficial Ownership, Voting Control, Preferred Stock, Common Stock, Investment, Steven Scopellite, Michael Canarick, Corporate Governance