Washington, D.C. 20549 FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION (Mark One) ☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: June 30, 2025 OR ☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ______ to _______. Commission file number: 001-42507 Aureus Greenway Holdings Inc. (Exact name of registrant as specified in its charter) Nevada 99-0418678 (S ...

Kissimmee, FL, Aug. 07, 2025 (GLOBE NEWSWIRE) -- Aureus Greenway Holdings Inc. (the “Company”, “Aureus Greenway”, “we”, “us”, “our”) (Nasdaq: AGH), an owner and operator of daily fee golf country clubs in the state of Florida, announced today that on August 6, 2025, the Company received written notice from The Nasdaq Stock Market LLC ("Nasdaq") that for the ten consecutive business days from June 23, 2025, to August 5, 2025, the closing bid price of the Company's common stock has been at $1.00 per share or ...

Core Viewpoint - Aureus Greenway Holdings Inc. has successfully closed a brokered private placement offering, raising approximately $26 million for the issuance of common stock and warrants [1][3]. Group 1: Offering Details - The offering consisted of 29,885,057 shares of common stock (or Pre-funded Warrants), along with common warrants A and B, each allowing the purchase of the same number of shares [2]. - The price per unit for the offering was set at $0.87, with each Pre-funded Warrant having an exercise price of $0.0001, common warrant A at $1.00, and common warrant B at $1.25, all exercisable for five years [2]. Group 2: Use of Proceeds - The proceeds from the offering will be utilized for working capital and general corporate purposes [3]. Group 3: Company Overview - Aureus Greenway Holdings Inc. operates daily fee golf country clubs in Florida, targeting a diverse demographic of both locals and tourists, thereby capturing a significant share of discretionary leisure spending [6].

Core Points - Aureus Greenway Holdings Inc. has entered into definitive securities purchase agreements for the issuance and sale of units consisting of common stock and warrants, aiming for gross proceeds of approximately $26 million at a price of $0.87 per unit [1][2] Group 1: Securities Offering Details - The company will issue 29,885,057 shares of common stock or pre-funded warrants, along with common warrants A and B, each allowing the purchase of the same number of shares [2] - Pre-funded warrants will have an exercise price of $0.0001 per share, common warrants A will be exercisable at $1.00 per share, and common warrants B at $1.25 per share, all for a period of five years [2] - The private placement is expected to close on July 25, 2025, subject to customary closing conditions [2] Group 2: Use of Proceeds - Proceeds from the offering will be utilized for working capital and general corporate purposes [3] Group 3: Company Overview - Aureus Greenway Holdings Inc. operates daily fee golf country clubs in Florida, targeting a diverse demographic of both locals and tourists [6] - The strategic locations and approachable golf courses are designed to capture a broad share of discretionary leisure spending [6]

Core Viewpoint - Aureus Greenway Holdings Inc. has announced a definitive securities purchase agreement for the issuance and sale of units consisting of common stock and warrants, aiming to raise approximately $26 million through a private placement [1][2]. Group 1: Offering Details - The company will issue 41,935,483 shares of common stock or pre-funded warrants, along with common warrants A and B, each allowing the purchase of the same number of shares [2]. - The price per unit for the offering is set at $0.87, with the private placement expected to close on July 25, 2025, subject to customary closing conditions [1][2]. - Each pre-funded warrant allows the holder to acquire one share of common stock at an exercise price of $0.0001, while common warrants A and B have exercise prices of $1.00 and $1.25 respectively, both valid for five years post-closing [2]. Group 2: Use of Proceeds - The proceeds from the offering will be utilized for working capital and general corporate purposes [3]. Group 3: Company Overview - Aureus Greenway Holdings Inc. operates daily fee golf country clubs in Florida, targeting a diverse demographic of both locals and tourists, thereby capturing a significant share of discretionary leisure spending [6].

Core Viewpoint - Aureus Greenway Holdings Inc. has announced a definitive securities purchase agreement for the issuance and sale of units consisting of common stock and warrants, aiming to raise approximately $26 million in gross proceeds through a private placement [1][2]. Group 1: Securities Offering Details - The company will issue 41,935,483 shares of common stock or pre-funded warrants, along with common warrants A and B, each allowing the purchase of the same number of shares at specified exercise prices [2]. - The exercise price for each pre-funded warrant is $0.0001 per share, while common warrant A and B have exercise prices of $1.00 and $1.25 per share, respectively, both valid for five years post-offering [2]. - The private placement is expected to close on July 25, 2025, subject to customary closing conditions [2]. Group 2: Use of Proceeds - The proceeds from the offering will be utilized for working capital and general corporate purposes [3]. Group 3: Company Overview - Aureus Greenway Holdings Inc. operates daily fee golf country clubs in Florida, targeting a diverse demographic of both locals and tourists, thereby capturing a significant share of discretionary leisure spending [6].

[PART I - FINANCIAL INFORMATION](index=5&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) [Condensed Consolidated Financial Statements (Unaudited)](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited financial statements for the three months ended March 31, 2025, highlighting a significant increase in cash and total assets due to an IPO, alongside a decrease in total revenue and net income compared to the prior year - On February 13, 2025, the company completed its IPO of 3,000,000 common shares at $4.00 per share, raising gross proceeds of **$12 million** and net proceeds of approximately **$10.65 million**[27](index=27&type=chunk) - The company operates two golf clubs in Florida, Kissimmee Bay Country Club and Remington Golf Club, through its wholly-owned subsidiaries[21](index=21&type=chunk)[23](index=23&type=chunk)[24](index=24&type=chunk) [Condensed Consolidated Balance Sheets](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) The balance sheet as of March 31, 2025, shows a substantial improvement in the company's financial position, with total assets increasing from **$5.2 million** to **$12.8 million** and total liabilities decreasing significantly from **$4.1 million** to **$1.5 million** Condensed Consolidated Balance Sheet Highlights (as of March 31, 2025 vs. December 31, 2024) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $8,322,178 | $457,142 | | Total current assets | $8,722,161 | $1,125,272 | | Total Assets | $12,784,340 | $5,211,893 | | **Liabilities & Equity** | | | | Due to related parties | $184,368 | $2,532,160 | | Total current liabilities | $933,179 | $3,403,513 | | Total Liabilities | $1,536,798 | $4,142,429 | | Total Stockholder's Equity | $11,247,542 | $1,069,464 | [Condensed Consolidated Statements of Income and Comprehensive Income](index=8&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Income%20and%20Comprehensive%20Income) For the three months ended March 31, 2025, total revenues decreased to **$1.33 million** from **$1.55 million** in the same period of 2024, with net income also declining to **$266,212** from **$329,384** year-over-year Income Statement Summary (For the three months ended March 31) | Metric | 2025 | 2024 | | :--- | :--- | :--- | | Total revenue | $1,328,371 | $1,553,635 | | Income from operations | $353,037 | $480,110 | | Net Income | $266,212 | $329,384 | | Basic and diluted EPS | $0.02 | $0.03 | [Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash flow from operating activities was negative **$81,193** for Q1 2025, a significant shift from positive **$470,125** in Q1 2024, while financing activities provided a massive cash inflow of **$7.95 million** from IPO proceeds, leading to a net increase in cash of **$7.87 million** Cash Flow Summary (For the three months ended March 31) | Cash Flow Activity | 2025 | 2024 | | :--- | :--- | :--- | | Net Cash (Used in) Provided by Operating Activities | $(81,193) | $470,125 | | Net Cash Used in Investing Activities | $(8,146) | $(99,885) | | Net Cash Provided by (Used in) Financing Activities | $7,954,375 | $(134,206) | | Net change in cash and cash equivalents | $7,865,036 | $236,034 | - Financing activities in Q1 2025 included **$10.65 million** in proceeds from the IPO, offset by repayments of related party loans (**$2.39M**) and bank borrowings (**$0.19M**)[19](index=19&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=31&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes the **14%** year-over-year revenue decline in Q1 2025 to unfavorable weather and lower tourist numbers, while liquidity significantly improved post-IPO, with future plans including facility renovations, expanded marketing, and acquisitions - The company's future plans include renovating its golf clubs, expanding marketing efforts to capture a greater share of the Orlando market, and expanding its portfolio through regional acquisitions[117](index=117&type=chunk)[121](index=121&type=chunk) - Management believes that more than average rainy days in the first two months of 2025 and continued inflation impacting maintenance costs were key factors affecting results[118](index=118&type=chunk) [Results of Operations](index=35&type=section&id=Results%20of%20Operations) Total revenue for Q1 2025 decreased by **14%** to **$1.33 million** compared to Q1 2024, driven by declines across all revenue streams, while total operating expenses decreased by **9%**, resulting in a **19%** fall in net income Revenue by Stream (Q1 2025 vs Q1 2024) | Revenue Stream | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Golf operations | $1,028,940 | $1,220,881 | (16)% | | Sales of food and beverage | $225,803 | $245,261 | (8)% | | Sales of merchandise | $44,504 | $51,092 | (13)% | | Ancillary revenue | $29,124 | $36,401 | (20)% | | **Total revenue** | **$1,328,371** | **$1,553,635** | **(14)%** | - The decrease in one-time green fees was due to a **4%** decrease in total rounds played (from ~23,000 to ~22,000) and an **8%** decrease in the average price per round (from **$49** to **$45**)[144](index=144&type=chunk) Operating Expenses (Q1 2025 vs Q1 2024) | Expense Category | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Golf operating costs | $323,259 | $391,231 | (17)% | | Salaries and benefits | $273,987 | $235,848 | 16% | | Other general and administrative | $238,124 | $301,515 | (21)% | | **Total operating costs** | **$975,334** | **$1,073,525** | **(9)%** | [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) The company's liquidity transformed from a working capital deficiency of **$2.3 million** at year-end 2024 to a surplus of **$7.8 million** as of March 31, 2025, directly resulting from the IPO proceeds used to fully repay all bank and related-party debt - Working capital improved from a deficiency of (**$2,278,241**) at Dec 31, 2024 to a surplus of **$7,788,982** at March 31, 2025, a change of over **$10 million**[162](index=162&type=chunk) - Upon listing, the company fully settled all bank and other borrowings, which totaled **$192,378** at year-end 2024[169](index=169&type=chunk) - Loans from related parties, totaling over **$2.5 million** at year-end 2024 for shareholder loans and listing expenses, were fully settled during Q1 2025 after the IPO[171](index=171&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=37&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) As a smaller reporting company, the company is not required to provide detailed disclosures under this item, but identifies vendor concentration as a key risk while stating minimal exposure to interest rate or credit risk - The company is a smaller reporting company and is not required to provide the information for this item[195](index=195&type=chunk) - A significant vendor concentration risk exists, with one key supplier accounting for **80%** of accounts payable as of March 31, 2025, and **26%** of total operating costs for the quarter[189](index=189&type=chunk)[190](index=190&type=chunk) - The company is not exposed to interest rate risk as its financial liabilities (which were fully repaid in Q1 2025) carried fixed interest rates[191](index=191&type=chunk) [Controls and Procedures](index=37&type=section&id=Item%204.%20Controls%20and%20Procedures) Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were effective as of March 31, 2025, with no material changes to internal control over financial reporting during the quarter - The CEO and CFO concluded that as of the end of the quarter, disclosure controls and procedures were effective to provide reasonable assurance of timely and accurate reporting[197](index=197&type=chunk) - There were no changes in internal control over financial reporting during the quarter that materially affected, or are reasonably likely to materially affect, these controls[199](index=199&type=chunk) [PART II - OTHER INFORMATION](index=38&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) [Legal Proceedings](index=38&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any pending legal proceedings expected to have a material adverse effect on its business or financial condition - As of the report date, the company is not a party to any pending legal proceedings that it believes will have a material adverse effect on its business[202](index=202&type=chunk) [Risk Factors](index=39&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Aureus Greenway Holdings Inc. is not required to provide disclosures under this item - The company is not required to make disclosures under this item as it qualifies as a smaller reporting company[203](index=203&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=39&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company states that there have been no sales of unregistered equity securities that have not been previously disclosed in its SEC filings - No sales of unregistered equity securities occurred that were not previously disclosed in SEC filings[204](index=204&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reports that no directors or officers required to file Section 16(a) reports maintained, adopted, modified, or terminated a Rule 10b5-1 trading arrangement during the quarter ended March 31, 2025 - During the quarter, no Section 16 reporting persons (directors and certain officers) maintained, adopted, or terminated a Rule 10b5-1 trading arrangement[207](index=207&type=chunk)

Part I [Business](index=6&type=section&id=ITEM%201.%20Business) Aureus Greenway Holdings operates two Florida golf clubs, generating revenue from golf, memberships, food, and events, with seasonal peaks - The company owns and operates two public golf country clubs in Florida, Kissimmee Bay and Remington, situated on over **289 acres** of recreational property[22](index=22&type=chunk) - Business operations are divided into four principal segments: (i) golf recreation, retail, and rentals, (ii) membership dues, (iii) food and beverage services, and (iv) ancillary services and amenities[23](index=23&type=chunk) Key Revenue Stream Performance (FY2024 vs. FY2023) | Revenue Stream | FY2024 Revenue ($) | FY2023 Revenue ($) | Change ($) | % Change | | :--- | :--- | :--- | :--- | :--- | | One-time Green Fees | $2,139,636 | $2,475,133 | ($335,497) | -14% | | Annual Membership Dues | $303,541 | $168,723 | $134,819 | +80% | | Food and Beverage | $648,738 | $682,281 | ($33,543) | -5% | | Merchandise Sales | $115,262 | $138,450 | ($23,188) | -17% | - The company utilizes digital marketing channels, including social media and Google Ads, and partners with the tee-time booking platform GolfNow.com to drive customer traffic and bookings[68](index=68&type=chunk)[69](index=69&type=chunk) - Operations are highly seasonal, with the peak season running from January through mid-April (Q1), which generates a disproportionate share of annual revenues[72](index=72&type=chunk)[73](index=73&type=chunk) [Risk Factors](index=18&type=section&id=ITEM%201A.%20Risk%20Factors) The company faces risks from its holding company structure, weather, economic downturns, concentrated Florida operations, reliance on third-party maintenance, cybersecurity, and highly concentrated stock ownership - As a holding company, Aureus Greenway Holdings Inc. relies on dividends from its subsidiaries to fund its cash requirements, which could be restricted[97](index=97&type=chunk) - Operational risks include susceptibility to severe weather, economic downturns affecting discretionary spending, and high dependency on a third-party consultant (DTE) for golf course maintenance[99](index=99&type=chunk)[102](index=102&type=chunk)[119](index=119&type=chunk) - The company's operations are concentrated solely in Florida, increasing exposure to local competition, economic changes, and demographic shifts[115](index=115&type=chunk) - Significant voting power is concentrated with the Cheung family, who collectively own approximately **98.3%** of the voting rights, allowing them to control company policies and major decisions[168](index=168&type=chunk)[191](index=191&type=chunk) - The company is an "emerging growth company" and has elected to use the extended transition period for new accounting standards, which may make its financial statements not comparable to other public companies[164](index=164&type=chunk)[192](index=192&type=chunk) [Unresolved Staff Comments](index=36&type=section&id=ITEM%201B.%20Unresolved%20Staff%20Comments) As a smaller reporting company, Aureus Greenway Holdings is not required to provide information on this item - The company is not required to provide this information as it qualifies as a smaller reporting company[195](index=195&type=chunk) [Cybersecurity](index=36&type=section&id=ITEM%201C.%20Cybersecurity) The company's cybersecurity risk management, overseen by the Board and Audit Committee, relies on third-party vendors, with no material incidents reported to date - The Board and its Audit Committee oversee the company's processes for assessing and managing cybersecurity risk[206](index=206&type=chunk) - As of the report date, the company has not encountered any cybersecurity threats that have materially affected its business, operations, or financial condition[197](index=197&type=chunk)[207](index=207&type=chunk) - The company uses third-party service providers for key functions, including booking platforms and point-of-sale devices, and manages risk through contractual provisions and assessments[201](index=201&type=chunk)[202](index=202&type=chunk) [Properties](index=38&type=section&id=ITEM%202.%20Properties) The company owns over **289 acres** of real estate for its two golf clubs in Kissimmee, Florida, where its executive offices are also located - The company owns the real estate for both of its golf country clubs, totaling over **289 acres**[209](index=209&type=chunk) Company Properties | Property Name | Type of Club | Market | State | Golf Holes | | :--- | :--- | :--- | :--- | :--- | | Kissimmee Bay Country Club | Public Golf Country Club | Kissimmee | FL | 18 | | Remington Golf Club | Public Golf Country Club | Kissimmee | FL | 18 | [Legal Proceedings](index=38&type=section&id=ITEM%203.%20Legal%20Proceedings) As of the report date, no active legal proceedings are pending or threatened against the company - There are no active legal proceedings pending or threatened against the Company as of the report date[212](index=212&type=chunk) [Mine Safety Disclosures](index=38&type=section&id=ITEM%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not Applicable[213](index=213&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=39&type=section&id=ITEM%205.%20Market%20for%20Registrant%27s%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock began trading on Nasdaq in February 2025, with no dividends anticipated, and IPO proceeds of approximately **$10.6 million** used for growth and loan repayment - The company's Common Stock began trading on the Nasdaq Capital Market under the ticker "AGH" on February 12, 2025[215](index=215&type=chunk) - The company has never declared or paid dividends and does not anticipate doing so in the foreseeable future[219](index=219&type=chunk) - Net proceeds from the IPO were approximately **$10.6 million**, a portion of which was used to repay loans[224](index=224&type=chunk) [Reserved](index=40&type=section&id=ITEM%206.%20Reserved) As a smaller reporting company, Aureus Greenway Holdings is not required to provide information for this item - Not applicable as the company is a smaller reporting company[226](index=226&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=ITEM%207.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Total revenue decreased by **7%** to **$3.3 million** in FY2024, leading to an operating loss of **$182,032** and a significant decline in operating cash flow to **$89,676** Consolidated Results of Operations | | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | **Total revenue** | **$3,298,361** | **$3,554,712** | | Total operating costs | $3,480,393 | $3,301,554 | | **(Loss) income from operations** | **($182,032)** | **$253,158** | | Net (Loss) Income | ($183,700) | $386,128 | - Revenue from one-time green fees, the largest revenue source (**65%** of total), decreased by **14%** in 2024 due to a **15%** drop in the number of rounds played, which management attributes to more rainy days[246](index=246&type=chunk) - Golf operating costs increased by **15%** (**$178,069**) in 2024, primarily due to a **$115,715** increase in the contractual price with its largest maintenance vendor, Down to Earth, as a result of inflation[260](index=260&type=chunk) - The company had a working capital deficiency of **$2,278,241** as of December 31, 2024, an increase from a deficiency of **$1,672,625** in the prior year[280](index=280&type=chunk) - Net cash provided by operating activities was **$89,676** in 2024, a significant decrease from **$848,032** in 2023[290](index=290&type=chunk)[291](index=291&type=chunk) [Quantitative and Qualitative Disclosures about Market Risk](index=53&type=section&id=ITEM%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20about%20Market%20Risk) As a smaller reporting company, Aureus Greenway Holdings is not required to provide quantitative and qualitative disclosures about market risk - The company is not required to provide this information as it qualifies as a "smaller reporting company"[314](index=314&type=chunk) [Financial Statements and Supplementary Data](index=53&type=section&id=ITEM%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section refers to Item 15, where the company's audited consolidated financial statements are located - The company's Consolidated Financial Statements are located under Item 15 of this report[314](index=314&type=chunk) [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=54&type=section&id=ITEM%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no disagreements with its accountants or auditors on accounting and financial disclosure - The company has not had any disagreements with its accountants or auditors[315](index=315&type=chunk) [Controls and Procedures](index=54&type=section&id=ITEM%209A.%20Controls%20and%20Procedures) Disclosure controls were effective, and no material changes to internal controls occurred, though a management assessment on internal control over financial reporting is not included due to new public company status - Management concluded that the company's disclosure controls and procedures are effective[316](index=316&type=chunk) - This annual report does not include a report of management's assessment regarding internal controls over financial reporting due to a transition period for newly public companies[321](index=321&type=chunk) - No change in internal control over financial reporting occurred during the year that has materially affected, or is reasonably likely to materially affect, internal controls[322](index=322&type=chunk) [Other Information](index=55&type=section&id=ITEM%209B.%20Other%20Information) The company reports no other information, and no directors or executive officers adopted, modified, or terminated Rule 10b5-1 trading plans in Q4 2024 - During the quarter ended December 31, 2024, no directors or executive officers adopted, modified, or terminated any Rule 10b5-1 trading plans[323](index=323&type=chunk) [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](index=55&type=section&id=ITEM%209C.%20Disclosure%20Regarding%20Foreign%20Jurisdictions%20that%20Prevent%20Inspections) This item is not applicable to the company - None[324](index=324&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=55&type=section&id=ITEM%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) The company's leadership includes CEO C.P. Cheung and CFO Sam Wai Sing Lui, with a board chaired by S. Cheung, supported by independent committees and a Code of Ethics and Clawback Policy - The executive officers are Mr. C. P. Cheung (CEO) and Mr. Sam Wai Sing Lui (CFO), with Mr. S. Cheung as Chairman of the Board, and Mr. C. P. Cheung and Mr. S. Cheung are brothers[326](index=326&type=chunk)[351](index=351&type=chunk) - The board has established three committees: Audit, Compensation, and Nominating, each with a charter and composed of independent directors[347](index=347&type=chunk) - The company has adopted a Code of Ethics and a compensation recovery ("Clawback") policy in compliance with Nasdaq rules[353](index=353&type=chunk)[354](index=354&type=chunk) [Executive Compensation](index=60&type=section&id=ITEM%2011.%20Executive%20Compensation) In FY2024, CEO C.P. Cheung received **$110,000** (salary and bonus), while CFO Sam Wai Sing Lui received **$18,000** in salary, as detailed in their employment agreements Summary Compensation Table (2024) | Name and Principal Position | Salary ($) | Bonus ($) | Total ($) | | :--- | :--- | :--- | :--- | | C. P. Cheung, CEO & Director | 60,000 | 50,000 | 110,000 | | Sam Wai Sing Lui, CFO | 18,000 | - | 18,000 | - CEO Mr. C. P. Cheung's employment agreement provides for an annual base salary of **$60,000** and a discretionary bonus of at least **$50,000**[364](index=364&type=chunk) - CFO Mr. Lui's employment agreement provides for an annual base salary of **$18,000**[365](index=365&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=62&type=section&id=ITEM%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) The company exhibits highly concentrated ownership, with the Cheung family controlling a significant portion of voting rights, including **27.6%** by S. Cheung and **23.9%** by C.P. Cheung Beneficial Ownership of Key Insiders | Name of Beneficial Owner | Percentage of Beneficial Ownership | | :--- | :--- | | Ace Champion Investments Limited (controlled by S. Cheung) | 27.6% | | Chrome Fields Asset Management (controlled by C. P. Cheung) | 23.9% | | Mr. S. Cheung (Chairman and Director) | 27.6% | | Mr. C. P. Cheung (CEO and Director) | 23.9% | | All executive officers and directors as a group (6 persons) | 40.9% | [Certain Relationships and Related Transactions, and Director Independence](index=63&type=section&id=ITEM%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company discloses significant related party transactions, primarily unsecured, non-interest-bearing loans from the Cheung family for club acquisitions and IPO costs, largely repaid in early 2025 - The company received significant loans from directors S. Cheung, C.P. Cheung, and their father, Y.C. Cheung, to finance the 2014 acquisition of the golf clubs (the "2014 Loans"), which were repaid in March 2025[376](index=376&type=chunk) - A loan facility of up to **$1.1 million** (the "Expense Loan") was provided by S. Cheung to cover IPO-related expenses, which was repaid in February 2025[377](index=377&type=chunk) - In January 2024, the company issued common and Series A Preferred Stock to entities controlled by the Cheung family as part of a corporate reorganization[378](index=378&type=chunk) [Principal Accounting Fees and Services](index=64&type=section&id=ITEM%2014.%20Principal%20Accounting%20Fees%20and%20Services) Auditor fees totaled **$233,500** in 2024 and **$269,800** in 2023, primarily consisting of audit fees Auditor Fees | SERVICES | 2024 ($) | 2023 ($) | | :--- | :--- | :--- | | Audit fees | $230,500 | $268,000 | | Tax fees | $3,000 | $1,800 | | **Total fees** | **$233,500** | **$269,800** | Part IV [Exhibits and Financial Statement Schedules](index=64&type=section&id=ITEM%2015.%20Exhibits%20and%20Financial%20Statement%20Schedules) This section lists the financial statements and comprehensive exhibits filed as part of the 10-K report - This section contains the list of financial statements and exhibits filed with the annual report[383](index=383&type=chunk)[385](index=385&type=chunk) [Form 10-K Summary](index=66&type=section&id=ITEM%2016.%20Form%2010-K%20Summary) The company has elected not to provide a summary of the information contained in this Form 10-K - The company elected not to provide a summary of the Form 10-K[389](index=389&type=chunk)

[PART I - FINANCIAL INFORMATION](index=6&type=section&id=PART%20I%20-%20FINANCIAL%20INFORMATION) This section presents the unaudited condensed consolidated financial statements, management's discussion and analysis, market risk disclosures, and controls and procedures for the period [Condensed Consolidated Financial Statements (Unaudited)](index=6&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) This section presents the unaudited condensed consolidated financial statements, including balance sheets, statements of operations, cash flows, and accompanying notes [Condensed Consolidated Balance Sheets](index=6&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Condensed Consolidated Balance Sheet Highlights (Unaudited) | Account | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | **Total Assets** | **$5,361,591** | **$4,749,169** | | Total Current Assets | $1,150,920 | $991,386 | | Total Non-current Assets | $4,210,671 | $3,757,783 | | **Total Liabilities** | **$4,060,284** | **$3,502,533** | | Total Current Liabilities | $3,223,577 | $2,664,011 | | Due to related parties | $2,416,320 | $1,651,407 | | **Total Stockholder's Equity** | **$1,301,307** | **$1,246,636** | [Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) Financial Performance Summary (Unaudited) | Metric | Nine Months Ended Sep 30, 2024 | Nine Months Ended Sep 30, 2023 | Change (%) | | :--- | :--- | :--- | :--- | | Total Revenue | $2,639,071 | $2,952,936 | -10.6% | | Income from Operations | $105,602 | $619,533 | -82.9% | | **Net Income** | **$54,671** | **$709,328** | **-92.3%** | | Basic and Diluted EPS | $0.01 | $0.07 | -85.7% | | --- | **Three Months Ended Sep 30, 2024** | **Three Months Ended Sep 30, 2023** | **Change (%)** | | Total Revenue | $436,899 | $439,474 | -0.6% | | **Net Loss** | **($205,612)** | **($229,216)** | **+10.3%** | | Basic and Diluted EPS | ($0.02) | ($0.02) | 0.0% | [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Cash Flow Summary for the Nine Months Ended September 30 (Unaudited) | Cash Flow Category | 2024 | 2023 | | :--- | :--- | :--- | | Net Cash Provided by Operating Activities | $145,601 | $898,420 | | Net Cash Used in Investing Activities | ($126,680) | ($183,710) | | Net Cash Used in Financing Activities | ($163,054) | ($939,709) | | **Net change in cash and cash equivalents** | **($144,133)** | **($224,999)** | | Cash and cash equivalents, end of period | $502,161 | $468,152 | [Notes to Unaudited Condensed Consolidated Financial Statements](index=10&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) - The company operates two golf clubs in Florida: **Kissimmee Bay Country Club** and **Remington Golf Club**. A group reorganization was completed on **January 17, 2024**, and the company's registration statement on S-1 for a Nasdaq listing became effective on **November 20, 2024**[26](index=26&type=chunk)[27](index=27&type=chunk)[29](index=29&type=chunk) - As of **September 30, 2024**, the company had significant outstanding loans from related parties (shareholders and directors) totaling **$2,416,320**. These loans are **interest-free** and are to be fully settled upon the company's **public listing**[93](index=93&type=chunk)[94](index=94&type=chunk) - On **June 11, 2024**, the company effected a **1.25-for-1 reverse stock split**, resulting in **10,880,000 common shares** issued and outstanding[103](index=103&type=chunk)[104](index=104&type=chunk) - The company has a **significant vendor concentration risk**, with one key supplier accounting for **81% of accounts payable** and **32% of total operating costs** for the **nine months ended September 30, 2024**[115](index=115&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section analyzes the company's financial condition and operational results, highlighting revenue declines, increased expenses, and liquidity management - The company operates **two public golf country clubs** in Florida, with revenue streams from **golf operations, food and beverage sales, merchandise sales, and ancillary income**[124](index=124&type=chunk)[125](index=125&type=chunk) - Future plans include **renovating facilities**, **marketing to new regional customers**, and potentially **expanding through acquisitions** of other regional country clubs[126](index=126&type=chunk)[130](index=130&type=chunk) - Key operational factors include **seasonality (Q1 is the busiest)** and the **impact of inflation on maintenance costs**, which led to a **$200,000 increase** in the annual contract with its main maintenance vendor starting in **October 2023**[127](index=127&type=chunk) [Results of Operations](index=34&type=section&id=Results%20of%20Operations) Revenue Breakdown for Nine Months Ended September 30 | Revenue Stream | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Golf operations | $1,974,651 | $2,247,862 | ($273,211) | -12% | | Sales of food and beverage | $499,792 | $530,012 | ($30,220) | -6% | | Sales of merchandise | $91,451 | $107,861 | ($16,410) | -15% | | **Total Revenue** | **$2,639,071** | **$2,952,936** | **($313,865)** | **-11%** | - The **16% decrease** in one-time green fees for the nine-month period was due to an **18% drop** in the number of rounds played (from **~45,000 to ~37,000**), which management attributes to **more rainy days**[137](index=137&type=chunk) Operating Expenses for Nine Months Ended September 30 | Expense Category | 2024 | 2023 | Change ($) | Change (%) | | :--- | :--- | :--- | :--- | :--- | | Golf operating costs | $1,030,225 | $845,496 | $184,729 | 22% | | Other general and admin | $646,711 | $587,030 | $59,681 | 10% | | **Total Operating Expenses** | **$2,533,469** | **$2,333,403** | **$200,066** | **9%** | - Net income for the nine months ended **Sep 30, 2024**, was **$54,671**, a **92% decrease** from **$709,328** in the same period of **2023**, driven by **lower revenue and higher operating costs**[166](index=166&type=chunk) [Liquidity and Capital Resources](index=39&type=section&id=Liquidity%20and%20Capital%20Resources) Working Capital Summary | Metric | Sep 30, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Total Current Assets | $1,150,920 | $991,386 | | Total Current Liabilities | $3,223,577 | $2,664,011 | | **Working Capital Deficiency** | **($2,072,657)** | **($1,672,625)** | - Net cash provided by operating activities **decreased significantly** to **$145,601** for the nine months ended **Sep 30, 2024**, from **$898,420** in the prior-year period[179](index=179&type=chunk)[180](index=180&type=chunk)[181](index=181&type=chunk) - The company repaid **$566,091** in bank borrowings during the first nine months of **2024**[174](index=174&type=chunk) - Management believes that cash flows from operations, available banking facilities, and financial support from its controlling shareholder will be **sufficient** to meet cash needs for at least the **next twelve months**[188](index=188&type=chunk)[189](index=189&type=chunk) [Quantitative and Qualitative Disclosure About Market Risk](index=45&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20About%20Market%20Risk) The company is classified as a smaller reporting company and is therefore not required to provide the quantitative and qualitative disclosures about market risk typically required under this item - As a **smaller reporting company**, the Company is **not required** to provide the information required by this item[200](index=200&type=chunk) [Controls and Procedures](index=45&type=section&id=Item%204.%20Controls%20and%20Procedures) Based on an evaluation conducted by management, including the CEO and CFO, the company's disclosure controls and procedures were deemed effective as of September 30, 2024. There were no material changes to the company's internal control over financial reporting during the quarter - Management, including the CEO and CFO, concluded that the company's disclosure controls and procedures were **effective** as of the end of the period covered by the report[201](index=201&type=chunk)[202](index=202&type=chunk) - There were **no changes** in internal control over financial reporting during the quarter that **materially affected**, or are reasonably likely to materially affect, internal controls[204](index=204&type=chunk) [PART II - OTHER INFORMATION](index=46&type=section&id=PART%20II%20-%20OTHER%20INFORMATION) This section details legal proceedings, risk factors, equity sales, defaults, and other miscellaneous information and exhibits [Legal Proceedings](index=46&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that it is not currently a party to any pending legal proceedings that it believes would have a material adverse effect on its business or financial condition - As of the date of the report, the company is **not a party** to any pending legal proceedings expected to have a **material adverse effect**[207](index=207&type=chunk) [Risk Factors](index=46&type=section&id=Item%201A.%20Risk%20Factors) As a smaller reporting company, Aureus Greenway Holdings Inc. is not required to provide disclosures under this item - The company is **not required** to make disclosures under this item as it qualifies as a **smaller reporting company**[208](index=208&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=46&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company states that there have been no sales of unregistered equity securities that were not previously disclosed in its SEC filings - There have been **no sales** of **unregistered equity securities** that have not been previously disclosed[209](index=209&type=chunk) [Defaults Upon Senior Securities](index=46&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon its senior securities - None[210](index=210&type=chunk) [Mine Safety Disclosures](index=46&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business operations - Not applicable[211](index=211&type=chunk) [Other Information](index=46&type=section&id=Item%205.%20Other%20Information) The company discloses that during the quarter ended September 30, 2024, no directors or certain officers maintained, adopted, modified, or terminated any Rule 10b5-1 trading arrangements - During the quarter, **no Section 16 reporting persons** (directors and certain officers) maintained, adopted, modified, or terminated a **Rule 10b5-1 trading arrangement**[212](index=212&type=chunk) [Exhibits](index=46&type=section&id=Item%206.%20Exhibits) This section provides an index of the exhibits filed with the Form 10-Q, which includes certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL data files - The report includes **certifications from the CEO and CFO** as required by **Rule 13a-14(a)** and **Section 1350**, along with **XBRL data files**[214](index=214&type=chunk) [Signatures](index=47&type=section&id=SIGNATURES) This section contains the official signatures authorizing the quarterly report [Signatures](index=47&type=section&id=Signatures) The quarterly report was duly signed and authorized on December 13, 2024, by the company's Chief Executive Officer, ChiPing Cheung, and its Chief Financial Officer, Sam Wai Sing Lui - The report was signed on **December 13, 2024**, by **ChiPing Cheung (CEO)** and **Sam Wai Sing Lui (CFO)**[218](index=218&type=chunk)