Correspondence 0001493152-24-026253 from Aureus Greenway Holdings Inc (AGH)
Aureus Greenway Holdings Inc
Date: July 3, 2024 · CIK: 0002009312 · Accession: 0001493152-24-026253
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-280340
Letter
Division of Corporation Finance Office of Trade & Services Re: Aureus Greenway Holdings Inc. Registration Statement on Form S-1 Filed June 20, 2024 File No. 333-280340
Dear Ms. Beukenkamp,
This letter is in response to your letter on July 1, 2024, in which you provided comments to the Registration Statement on Form S-1 (the “Registration Statement”) of Aureus Greenway Holdings Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on June 20, 2024. On the date hereof, the Company has submitted an Amendment No. 1 to the Registration Statement on Form S-1 (“Form S-1/A”). We set forth below in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration Statement on Form S-1 filed on June 20, 2024
The Offering
Use of Proceeds, page 8
1. Please present the use of proceeds here as disclosed on page 26.
RESPONSE: We respectfully advise the Staff that the Company has revised its disclosure on page 8 of the Form S-1/A to present the use of proceeds here as disclosed on page 26.
Capitalization, page 27
2. Please tell us and disclose the amounts used to arrive at pro forma as adjusted common stock and additional paid-in capital. In so doing, consider presenting a reconciliation between pro forma as adjusted and actual common stock and additional paid-in capital. Additionally, tell us how you factored in the deferred offering costs for pro forma as adjusted additional paid-in capital.
Response: In response to the Staff’s comment, we have revised the disclosure on page 27. Furthermore, the deferred offering costs of $512,068 (which were included in the amount of total listing expenses of $1,596,104) as of March 31, 2024 were deducted from additional paid-in capital by assuming successful listing.
July 3, 2024
Page
Dilution, page 28
3. Please tell us and disclose the amounts used to arrive at the pro forma as adjusted net tangible book value. In so doing, consider presenting a reconciliation between pro forma as adjusted and actual net tangible book value. Ensure the amounts are consistent with the computation of pro forma as adjusted capitalization amounts.
Response: In response to the Staff’s comment, we have revised page 28 for the pro forma as adjusted net tangible book value to be consistent with the computation of pro forma as adjusted capitalization amount.
We hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Travis Grodin, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or tg@orllp.legal.
Sincerely,
/s/
ChiPing Cheung
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filename1.htm
Aureus
Greenway Holdings Inc.
2995
Remington Boulevard
Kissimmee,
Florida 34744
Tel:
(407) 344 4004
July
3, 2024
Division
of Corporation Finance
Office
of Trade & Services
U.S. Securities
and Exchange Commission
Washington,
DC 20549
Attn:
Ms. Kate Beukenkamp
Re:
Aureus
Greenway Holdings Inc.
Registration
Statement on Form S-1
Filed
June 20, 2024
File
No. 333-280340
Dear
Ms. Beukenkamp,
This
letter is in response to your letter on July 1, 2024, in
which you provided comments to the Registration Statement on Form S-1 (the “Registration Statement”) of Aureus Greenway
Holdings Inc. (the “Company”) filed with the U.S. Securities and Exchange Commission on June 20, 2024. On the date hereof,
the Company has submitted an Amendment No. 1 to the Registration Statement on Form S-1 (“Form S-1/A”). We set forth below
in bold the comments in your letter relating to the Registration Statement followed by our responses to the comments.
Registration
Statement on Form S-1 filed on June 20, 2024
The
Offering
Use
of Proceeds, page 8
1.
Please
present the use of proceeds here as disclosed on page 26.
RESPONSE:
We respectfully advise the Staff that the Company has revised its disclosure on page 8 of the Form S-1/A to present the use of proceeds
here as disclosed on page 26.
Capitalization,
page 27
2.
Please
tell us and disclose the amounts used to arrive at pro forma as adjusted common stock and additional paid-in capital. In so doing,
consider presenting a reconciliation between pro forma as adjusted and actual common stock and additional paid-in capital. Additionally,
tell us how you factored in the deferred offering costs for pro forma as adjusted additional paid-in capital.
Response:
In response to the Staff’s comment, we have revised the disclosure on page 27. Furthermore, the deferred offering costs
of $512,068 (which were included in the amount of total listing expenses of $1,596,104) as of March 31, 2024 were deducted from additional
paid-in capital by assuming successful listing.
July
3, 2024
Page
2
Dilution,
page 28
3.
Please
tell us and disclose the amounts used to arrive at the pro forma as adjusted net tangible book value. In so doing, consider presenting
a reconciliation between pro forma as adjusted and actual net tangible book value. Ensure the amounts are consistent with
the computation of pro forma as adjusted capitalization amounts.
Response:
In response to the Staff’s comment, we have revised page 28 for the pro forma as adjusted net tangible book value to be consistent
with the computation of pro forma as adjusted capitalization amount.
We
hope this response has addressed all of the Staff’s concerns relating to the comment letter. Should you have additional questions
regarding the information contained herein, please contact our securities counsel William S. Rosenstadt, Esq., Jason Ye, Esq. or Travis
Grodin, Esq. of Ortoli Rosenstadt LLP at wsr@orllp.legal, jye@orllp.legal or tg@orllp.legal.
Sincerely,
/s/
ChiPing Cheung
ChiPing
Cheung
Chief
Executive Officer