Company Operations - The company operates two public golf country clubs in Florida, acquired in 2014, covering over 289 acres with two golf courses totaling more than 13,000 yards[139]. - The company is exploring potential regional country club acquisitions to expand its portfolio[143]. Revenue Streams - Revenue streams include golf operations, food and beverage sales, merchandise sales, and ancillary income[140]. - Revenue from annual green fee subscriptions is recognized monthly, with subscriptions being non-refundable[157]. - One-time green fees are fixed and non-refundable, requiring payment prior to service[159]. Revenue Performance - Total revenue for the nine months ended September 30, 2025, decreased by $371,590 or 14% to $2,267,481 compared to $2,639,071 for the same period in 2024[167]. - Revenue from golf operations decreased by $304,035 or 15% to $1,670,616 for the nine months ended September 30, 2025, primarily due to a $292,257 or 17% decrease in one-time green fees[168]. - Revenue from annual membership dues accounted for 10% of total revenue for the nine months ended September 30, 2025, decreasing by $11,778 or 5% due to reduced demand as one golf course was closed since May 2025[169]. - One-time green fees accounted for 64% of total revenue for the nine months ended September 30, 2025, with a 17% decrease attributed to a 14% reduction in total rounds played[170]. - Revenue from sales of food and beverage decreased by $35,043 or 7% to $464,749 for the nine months ended September 30, 2025, driven by an 8% decrease in quantities sold[171]. - Revenue from sales of merchandise decreased by $14,723 or 16% to $76,728 for the nine months ended September 30, 2025, due to a 20% decline in sales of golf-related items[172]. - Ancillary revenue decreased by $17,789 or 24% to $55,388 for the nine months ended September 30, 2025, primarily due to reduced demand for rental services[173]. - Total revenue for the three months ended September 30, 2025, decreased by $100,021 or 23% to $336,878 compared to $436,899 for the same period in 2024[174]. - Revenue from golf operations for the three months ended September 30, 2025, decreased by $69,234 or 23% to $225,808, driven by a $62,618 or 29% decrease in one-time green fees[175]. - Ancillary revenue for the three months ended September 30, 2025, decreased by $10,132 or 55% due to decreased demand for rental services[180]. Operating Expenses - The company's operating expenses increased from $2,533,469 for the nine months ended September 30, 2024 to $5,215,247 for the nine months ended September 30, 2025, representing a 106% increase[183]. - Salaries and benefits rose by $2,145,148 or 415% from the previous year, primarily due to an increase in stock-based compensation and director's fees[186]. - Other general and administrative expenses increased by $569,631 or 88% from $646,711 for the nine months ended September 30, 2024 to $1,216,342 for the same period in 2025[188]. Financial Position - The net loss for the nine months ended September 30, 2025 was $2,548,470, a decrease of $2,603,141 or 4,761% compared to a net income of $54,671 for the same period in 2024[204]. - Current assets increased significantly from $1,125,272 as of December 31, 2024 to $29,967,982 as of September 30, 2025, a change of 2,563%[206]. - Cash and cash equivalents surged from $457,142 to $29,408,326, marking a 6,334% increase[206]. - Total current liabilities decreased from $3,403,513 to $844,525, a reduction of 75%[206]. - The effective tax rate decreased from 54.7% for the nine months ended September 30, 2024 to 1.1% for the same period in 2025, mainly due to overprovision of deferred tax assets[201]. Cash Flow and Financing - The company reported a net cash used in operating activities of approximately $1,498,549 for the nine months ended September 30, 2025, primarily due to a net loss of $2,548,470[220]. - Cash flows used in investing activities amounted to $840,274 for the nine months ended September 30, 2025, primarily for the purchase of property and equipment and advances for property[222]. - Cash provided by financing activities was $31,290,007 during the nine months ended September 30, 2025, mainly from net proceeds of common stock and pre-funded warrants[225]. - The company incurred capital expenditures of $847,052 for the nine months ended September 30, 2025, related to renovations and upgrades of golf courses and facilities[228]. - The company successfully raised a total net proceed of $10.65 million from its initial public offering on February 13, 2025[232]. - The company entered into agreements for the issuance of units consisting of common stock and warrants, resulting in aggregate net proceeds of approximately $23.52 million[233]. - The company believes its current cash levels and operational cash flows will be sufficient to meet anticipated cash needs for at least the next twelve months[234]. Risk Management - The company has not experienced losses on accounts receivable and believes credit risk is not significant due to high creditworthiness of financial institutions[236]. - All accounts receivable as of September 30, 2025, are aged within one year, indicating minimum credit risk[237]. - The company is not exposed to interest rate risk as its financial liabilities carry fixed interest rates[240]. - The company ensures sufficient liquidity to meet obligations for a period of twelve months, focusing on operational efficiency and cost reductions[242]. - The company does not engage in speculative transactions and limits market risk exposure to normal business operations[243]. - The company actively manages credit risk by evaluating customer creditworthiness before conducting business[237]. - The company's ability to continue as a going concern depends on obtaining necessary financing or negotiating terms of existing short-term liabilities[242].

As filed with the United States Securities and Exchange Commission on September 8, 2025 Registration No. 333-289229 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aureus Greenway Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7997 99-0418678 (Primary Standard Industrial Classification Code Number) (I.R.S. Empl ...

As filed with the United States Securities and Exchange Commission on August 26, 2025 Registration No. 333-289229 Amendment No.1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aureus Greenway Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) Nevada 7997 99-0418678 (I.R.S. Employer Identification Number) 2995 Remington Boulevard Kissimmee, Florida 347 ...

Company Operations - The company operates two public golf country clubs in Florida, acquired in 2014, covering over 289 acres with two golf courses totaling more than 13,000 yards[122]. - The company plans to enhance customer loyalty and increase revenue by promoting and managing its golf country clubs, targeting the greater Orlando region[124]. - The company aims to expand its portfolio through regional country club acquisitions and enhance customer engagement through quality experiences[126]. Revenue Streams - Revenue streams include golf operations, food and beverage sales, merchandise sales, and ancillary income[123]. - Revenue from golf operations includes annual subscription green fees and one-time green fees, both requiring advance payment and being non-refundable[139][141]. - The company recognizes revenue from merchandise and food and beverage sales at the point of delivery, with fixed pricing and no variable consideration[143]. Financial Performance - Total revenue for the six months ended June 30, 2025, decreased by $271,569 or 12% to $1,930,603 compared to $2,202,172 for the same period in 2024[151]. - Revenue from golf operations for the six months ended June 30, 2025, decreased by $234,801 or 14% to $1,444,808, primarily due to a $229,639 or 15% decrease in one-time green fees[152]. - Revenue from sales of food and beverage decreased by $18,695 or 5% to $373,390 for the six months ended June 30, 2025, driven by a 6% decrease in quantities sold[154]. - Revenue from sales of merchandise decreased by $10,416 or 14% to $65,408 for the six months ended June 30, 2025, attributed to a 16% decrease in sales of golf-related items[155]. - Ancillary revenue decreased by $7,657 or 14% to $46,997 for the six months ended June 30, 2025, due to reduced demand for rental services[156]. - Net loss for the six months ended June 30, 2025, was $23,049 compared to a net income of $260,283 for the same period in 2024[149]. Operating Costs - Total operating costs for the six months ended June 30, 2025, increased to $2,004,069 from $1,816,837 in 2024[149]. - The company's operating expenses increased from $1,816,837 for the six months ended June 30, 2024 to $2,004,069 for the six months ended June 30, 2025, representing a growth of 10%[165]. - Salaries and benefits rose by $145,297 or 38% from $377,643 for the six months ended June 30, 2024 to $522,940 for the six months ended June 30, 2025, primarily due to increased compensation for key executives[169]. - The cost of food and beverage sales increased by $11,004 or 10% from $114,040 for the six months ended June 30, 2024 to $125,044 for the six months ended June 30, 2025, driven by higher raw material prices[167]. Cash Flow and Capital Expenditures - Cash used in operating activities was approximately $337,364 for the six months ended June 30, 2025, primarily due to a net loss of $23,049[199]. - Cash flows used in investing activities amounted to $448,740 for the six months ended June 30, 2025, mainly for the purchase of property and equipment[202]. - Cash provided by financing activities was $7,954,375 during the six months ended June 30, 2025, resulting from net proceeds from the issuance of common stocks[204]. - The company incurred capital expenditures of $455,518 for the six months ended June 30, 2025, related to renovations and upgrades of golf courses and facilities[207]. Assets and Liabilities - Current assets increased significantly to $7,943,073 as of June 30, 2025, up 606% from $1,125,272 as of December 31, 2024[187]. - Cash and cash equivalents surged to $7,625,413 as of June 30, 2025, reflecting a 1,568% increase from $457,142 as of December 31, 2024[187]. - Total current liabilities decreased by 66% from $3,403,513 as of December 31, 2024 to $1,153,127 as of June 30, 2025[187]. - Accounts payable and accrued liabilities increased by $164,716 or 32% from $420,005 as of December 31, 2024, to $554,721 as of June 30, 2025, primarily due to a $200,000 increase for greens renovation[192]. Tax and Compliance - The effective tax rate increased from 34.6% for the six months ended June 30, 2024 to 134.0% for the six months ended June 30, 2025, primarily due to increased operating costs not subject to income tax[183]. - The Company has not experienced losses on accounts receivable and believes credit risk is minimal due to the quality of financial institutions[214]. Risk Management - The Company actively manages credit risk by evaluating customer creditworthiness and monitoring exposure to credit losses[215]. - The Company focuses on improving operational efficiency and cost reductions to enhance liquidity management[220]. - Market risk exposure is limited to normal business operations, with no engagement in speculative transactions[221].

Company Overview - Aureus Greenway Holdings Inc. operates daily fee golf country clubs in Florida, targeting a diverse demographic of both locals and tourists, which allows the company to capture a broad share of discretionary leisure spending [2] Compliance Update - On August 6, 2025, Aureus Greenway received notice from Nasdaq confirming that the company's common stock has maintained a closing bid price of $1.00 per share or greater for ten consecutive business days from June 23, 2025, to August 5, 2025, thereby regaining compliance with Nasdaq Listing Rule 5550(a)(2) [1]

As filed with the United States Securities and Exchange Commission on August 4, 2025 Registration No. 333-[--] UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Aureus Greenway Holdings Inc. (Exact name of registrant as specified in its charter) (State or other jurisdiction of incorporation or organization) Nevada 7997 99-0418678 (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification Numb ...

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].