SCHEDULE 13D: General Statement of Acquisition of Beneficial Ownership
Published on
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Aureus Greenway Holdings Inc (Name of Issuer) |
Common Stock (Title of Class of Securities) |
05156D102 (CUSIP Number) |
ChiPing Cheung 2995 Remington Blvd., Kissimmee, FL, 34744 (407) 344 4004 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/10/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 05156D102 |
| 1 |
Name of reporting person
ChiPing Cheung | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,352,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
1. ChiPing Cheung (the "Reporting Peron"), the chief executive officer and director of Aureus Greenway Holdings Inc, is the sole shareholder and director of Chrome Fields Asset Management LLC, a company owned and controlled by the Reporting Person, which holds 4,352,000 shares of common stock and 4,000,000 shares of series A preferred stock in Aureus Greenway Holdings Inc.
2. The calculation above is based on 13,880,000 shares of common stock of Aureus Greenway Holdings Inc. issued and outstanding as of the date hereof.
SCHEDULE 13D
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| CUSIP No. | 05156D102 |
| 1 |
Name of reporting person
Chrome Fields Asset Management LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
FLORIDA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
4,352,000.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
31.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
1. Chrome Fields Asset Management LLC (the "Reporting Person"), a company incorporated in the state of Florida is beneficially owned and controlled by ChiPing Cheung and directly holds 4,352,000 shares of common stock of Aureus Greenway Holdings Inc. and 4,000,000 shares of series A preferred stock of Aureus Greenway Holdings.
2. The calculation above is based on 13,880,000 shares of common stock outstanding of Aureus Greenway Holdings Inc. issued and outstanding as of the date hereof.
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock |
| (b) | Name of Issuer:
Aureus Greenway Holdings Inc |
| (c) | Address of Issuer's Principal Executive Offices:
2995 REMINGTON BLVD, Kissimmee,
FLORIDA
, 34744. |
| Item 2. | Identity and Background |
| (a) | ChiPing Cheung |
| (b) | Aureus Greenway Holdings Inc. 2995 Remington Blvd. Kissimmee, FL 34744. |
| (c) | ChiPing Cheung is the chief executive officer and director of Aureus Greenway Holdings Inc. with the principal business address of 2995 Remington Blvd. Kissimmee, FL 34744. |
| (d) | No. |
| (e) | No. |
| (f) | United States |
| Item 3. | Source and Amount of Funds or Other Consideration |
Aureus Greenway Holdings Inc. (the "Company") was incorporated on December 22, 2023. In connection with the incorporation, on January 17, 2024, the Company issued (i) a total of 8,160,000 shares of common stock of the Company to Ace Champion Investments Limited (as to 6,800,000 shares of common stock of the Company), and Trendy View Assets Management (as to 1,360,000 shares of common stock of the Company), for total consideration of $8,160, (ii) a total of 10,000,000 shares of the Company's series A preferred stock to Ace Champion Investments Limited (as to 5,000,000 shares of the Company's series A preferred stock), Trendy View Assets Management (as to 1,000,000 shares of the Company's series A preferred stock), and Chrome Fields Asset Management LLC (as to 5,000,000 shares of the Company's series A preferred stock), for total consideration of $10,000, and (iii) 5,440,000 shares of common stock of the Company to Chrome Fields Asset Management LLC, in exchange for the right to receive 100 ordinary shares, par value $1.00 of Pine Ridge Group Limited, the Company's wholly owned subsidiary. The transactions were not registered under the Securities Act in reliance on an exemption from registration set forth in Section 4(a)(2) and/or Regulation D and/or Regulation S thereof.
On June 11, 2024, the Company's board of directors and shareholders holding a majority of the voting power of the Company's issued and outstanding voting capital stock implemented a reverse stock split in a ratio of 1.25-for-1 (the "Reverse Stock Split") upon approval of which the Company filed articles of amendment to the articles of incorporation of the Company, in order to implement the Reverse Stock Split. As a result, Ace Champion Investments Limited holds 5,290,000 shares of common stock and 5,000,000 shares of series A preferred stock of the Company.
Personal Funds - Personal Funds of reporting person | |
| Item 4. | Purpose of Transaction |
ChiPing Cheung is the chief executive officer, director, and a pre-IPO shareholder of Aureus Greenway Holdings Inc. ChiPing Cheung acquired and continues to hold the securities with the intent to exercise control over Aureus Greenway Holdings Inc.
Except as set forth herein, ChiPing Cheung does not have any present plans or proposals which relate to or would result in any of the transactions described in paragraphs (a) through (j) of this Item 4. However, as an officer, a director and a significant shareholder of Aureus Greenway Holdings Inc., ChiPing Cheung intends to actively participate in Aureus Greenway Holdings Inc.'s management, strategic direction, and corporate governance. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 4,352,000 and 31.4% |
| (b) | 4,352,000 |
| (c) | ChiPing Cheung has not engaged in any transaction in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D (ss. 240.13d-101), whichever is less. |
| (d) | Not applicable |
| (e) | Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
Except as set forth herein, the Reporting Person has no contracts, arrangements, understandings, or relationships with respect to the Aureus Greenway Holdings Inc.'s securities requiring disclosure under this Item 6. | |
| Item 7. | Material to be Filed as Exhibits. |
The Agreement and Plan of Share Exchange dated January 17, 2024 (attached hereto as Exhibit A) between the Issuer and ChiPing Cheung, the Reporting Person, under which an aggregate of 5,440,000 shares of common stock of Aureus Greenway Holdings Inc. were issued to the ChiPing Cheung and his assignees.
The Assignment Agreement between ChiPing Cheung and Chrome Fields Asset Management LLC dated January 17, 2024 (attached hereto as Exhibit B), under which 5,440,000 shares of common stock of Aureus Greenway Holdings Inc. were assigned to Chrome Fields Asset Management LLC. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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