SecProbe.io

CORRESP
 1
 filename1.htm

 August
26, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, NE

 Washington,
D.C., 20549

 Attention:
 Eddie
 Kim

 Taylor
 Beech

 Re:
 Aureus
 Greenway Holdings Inc. (the "Company")

 Registration
 Statement on Form S-1

 Filed
 August 4, 2025

 File
 No. 333-289229

 Ladies
and Gentlemen:

 We
are in receipt of the comment letter dated August 19, 2025 regarding Registration Statement on Form S-1 filed August 4, 2025 by the Company
from the U.S. Securities and Exchange Commission staff (the "Staff"). On the date hereof, the Company has submitted an Amendment
No. 1 to the Registration Statement on Form S-1 ("Form S-1/A"). As requested by the Staff, we have provided responses to
the question raised by the Staff. For your convenience, the summarized matter is listed below, followed by our response:

 Registration
Statement on Form S-1

 Risk
Factors Risks Related to this Offering by the Selling Stockholders

 Sales
of a substantial number of our securities in the public market by the selling stockholder..., page 10

 1.
 You
 state that "[t]he selling stockholders can sell, under this prospectus, up to 92,045,975 shares of common stock, constituting
 approximately 86.3% of our outstanding shares of common stock (assuming and after giving effect to the exercise of the pre-funded
 warrant shares, the common warrant shares A and common warrant shares B, and placement agent warrants), as of July 31, 2025."
 Please revise to state what percentage of your outstanding shares of common stock the resale shares represent, and what percentage
 of your public float the resale shares represent, in each case without giving effect to the exercise of the pre-funded warrant shares,
 the common warrant shares A and common warrant shares B, and placement agent warrants. Revise to include similar disclosure in the
 risk factor on page 27 as well.

 RESPONSE:
 We note the Staff's comment, and, in response hereto, respectfully advise the Staff that we have revised the risk factors
on page 10 and 27 of the Form S-1/A accordingly and listed them below for ease of reference.

 Sales
of a substantial number of our securities in the public market by the selling stockholders and/or by our existing stockholders could
cause the price of our shares of common stock to fall.

 The
selling stockholders can sell, under this prospectus, up to 92,045,975 shares of common stock, constituting approximately 86.6%
of our outstanding shares of common stock (assuming and after giving effect to the exercise of the pre-funded warrant shares, the common
warrant shares A and common warrant shares B and placement agent warrants), as of the date of this prospectus. The selling stockholders
hold 728,988 shares of common stock, representing approximately 4.99% of our outstanding shares of common stock and 19.44% of our public
float (without giving effect to the exercise of the pre-funded warrant shares, the common warrant shares A and common warrant shares
B, and placement agent warrants), as of the date of this prospectus. Depending on the price, the public stockholders may have paid significantly
more than the Selling Stockholder for any common stock they may have purchased in the open market based on variable market price. The
securities offered in this prospectus may be resold for so long as the registration statement, of which this prospectus forms a part,
is available for use. The sale of all or a portion of the securities offered in this prospectus could result in a significant decline
in the public trading price of our securities. Despite such a decline in the public trading price, the selling stockholders may still
experience a positive rate of return on the securities it purchased due to the price at which the selling stockholders initially purchased
the securities.

 The
resale of the shares of common stock offered pursuant to this prospectus (or the perception that such sales may occur) will result in
substantial dilution and may materially and adversely affect the market price our common stock.

 The
selling stockholders can sell, under this prospectus, up to 92,045,975 shares of common stock, constituting approximately 86.6% of our
outstanding shares of common stock (assuming and after giving effect to the exercise of the pre-funded warrant shares, the common warrant
shares A and common warrant shares B and placement agent warrants), as of the date of this prospectus. The selling stockholders hold
728,988 shares of common stock, representing approximately 4.99% of our outstanding shares of common stock and 19.44% of our public float
(without giving effect to the exercise of the pre-funded warrant shares, the common warrant shares A and common warrant shares B, and
placement agent warrants), as of the date of this prospectus. We are not selling any securities under this prospectus and will not receive
any of the proceeds from the sale of shares of common stock by the selling stockholders. Sales
of a substantial number of shares of our common stock by the selling stockholders in the public market could occur at any time. Given
the substantial number of shares being registered for potential resale by the selling stockholders pursuant to this prospectus, whether
as a result of substantial sales of our common stock by the selling stockholders or the perception in the market that holders of a large
number of shares intend to sell their shares, the market price of shares of our common stock could decline significantly and the volatility
of the market price of our common stock could increase significantly, even if our development efforts are going well.

 Certain
existing stockholders, including the selling stockholders, purchased or may purchase..., page 10

 2.
 We
 note your disclosure that the selling stockholders "may" experience a positive rate of return. We also note the selling
 stockholders paid $0.87 for one share of common stock (or pre-funded warrant in lieu thereof), one common warrant A, and one common
 warrant B, with exercise prices of $1.00 and $1.25, respectively. Given your recent trading prices, it appears likely that the selling
 stockholders will be able to purchase the Company's common stock at a significant discount. Please revise this risk factor
 to more accurately address this risk.

 RESPONSE:
 We note the Staff's comment, and, in response hereto, respectfully advise the Staff that we have revised the risk factor on
page 10 of the Form S-1/A accordingly and listed it below for ease of reference.

 Certain
existing stockholders, including the selling stockholders, purchased or may purchase, common stock at a price below the current trading
price of such common stock, and may experience a positive rate of return based on the current trading price. Future investors in the
Company may not experience a similar rate of return.

 This
prospectus relates to the offer and sale from time to time of up to 92,045,975 of our common stock by the selling stockholders
consisting of (i) 728,988 shares of common stock and 29,156,069 pre-funded warrants in lieu thereof, each to acquire a share of common
stock, (ii) 29,885,057 common warrants A, each to acquire a share of common stock, and (iii) 29,885,057 common warrants B, each to acquire
a share of common stock. If the warrants are exercised in cash, we would receive gross proceeds of approximately $69.6 million, (iv)
2,390,804 placement agent warrant shares each to acquire a single share of our common stock with a strike price of $1.00 and (v)
2,390,804 shares of our common stock underlying placement agent warrants. The shares of common stock, pre-funded warrants, common
warrants A and common warrants B were issued and sold to the selling stockholders in a private placement that closed on July 25, 2025
(the "Private Placement"), and the placement agent warrants were issued to the placement agent in the Private Placement.
The purchase price was $0.87 for (i) one share of common stock (or pre-funded warrant in lieu thereof), (ii) one common warrant A, and
(iii) one common warrant B, for gross proceeds of $26,000,000. We will not receive any proceeds from the sale of shares of common stock
or the warrants by the selling stockholders pursuant to this prospectus.

 The
selling stockholders can sell, under this prospectus, up to 92,045,975 shares of common stock, constituting approximately 86.6%
of our outstanding shares of common stock (assuming and after giving effect to the exercise of the warrants). The selling stockholders
hold 728,988 shares of our common stock representing approximately 4.99% of our outstanding shares of common stock and 19.44% of our
public float (without giving effect to the exercise of the warrants), as of the date of this prospectus. Given the substantial number
of shares of our common stock being registered for potential resale by the selling stockholders pursuant to this prospectus, the sale
of all of the shares by the selling stockholders, or the perception that these sales could occur, could increase the volatility of the
market price of our common stock or result in a significant decline in the market price of our common stock, even if our business is
doing well. These sales, or the possibility that these sales may occur, also might make it more difficult for us to sell equity securities
and/or raise additional capital through the sale of equity securities in the future and at a price that we deem appropriate. The selling
stockholders have purchased, or may purchase, the securities at prices lower than current market prices and may therefore experience
a positive rate of return on their investment, even if our public stockholders experience a negative rate of return on their investment.
As a result, the selling stockholders are able to recognize a greater return on their investment than stockholders acquired in the public
market. Furthermore, the selling stockholders may earn a positive rate of return even if the price of our common stock declines. As a
result, the selling stockholders may be willing to sell its shares at a price less than stockholders that acquired their common stock
in the public market or at higher prices than the price paid by the selling stockholders, the sale of which would result in the selling
stockholders realizing a significant gain even if other stockholders experience a negative rate of return. The selling stockholders will
be able to sell their shares for so long as the registration statement of which this prospectus forms a part is available for use.

 General

 1.
 Please
 provide us with a detailed legal analysis as to why the resale transaction contemplated by
 the registration statement should not be categorized as an indirect primary offering. In
 this regard, we note that:

 ●
 the Private Placement, under which the securities subject to resale and related transactions were issued and sold to the selling
 stockholders, closed on July 25, 2025;

 ●
 you are registering for resale of up to 92,045,975 shares of common stock, while you only had 14,608,988 shares of common stock outstanding,
 the majority of which are owned by directors, officers, and/or related parties, as of August 1, 2025; and

 ●
 one selling stockholder, American Ventures LLC, Series XVI AGH, holds up to 89,655,171 out of 92,045,975 of the shares being registered
 for resale.

 In
 your response, please also describe the relationship between the Company and American Ventures and whether American Ventures is involved
 in the business of underwriting securities. If the selling stockholders are engaged in an indirect primary offering, revise to identify
 them as underwriters in the prospectus and to set a fixed price for this offering. For guidance, please refer to Question 612.09
 of our Securities Act Rule Compliance and Disclosure Interpretations.

 RESPONSE:
 We note the Staff's comment, and, in response hereto, respectfully advise the Staff that the selling stockholders are not and
should not be considered an "underwriter" under Section 2(a)(11) of the Securities Act with respect to the sale of the shares
in the resale transaction and the resale transaction contemplated by the registration statement should not be categorized as an indirect
primary offering. The legal analysis as to whether the Selling stockholders should be deemed to be underwriters under Section 2(a)(11)
of the Securities Act, is provided herein:

 The
Company respectfully advise the Staff that, the Company does not deem the selling stockholder, American Ventures LLC, Series XVI AGH
("American Ventures"), as "underwriter" within the meaning of Section 2(a)(11) of the Securities Act, for reasons
as set out below.

 Section
2(a)(11) of the Securities Act defines an underwriter as " any person who has purchased from an issuer with a view to,
or offers or sells for an issuer in connection with, the distribution of any security, or participates or has a direct or indirect participation
in any such undertaking, or participates or has a participation in the direct or indirect underwriting of any such underwriting… "
The Division of Corporation Finance (the " Division ") provided further guidance in Compliance and Disclosure Interpretation
612.09 (January 26, 2009) on the question of whether a "purported secondary offering is really a primary offering, i.e., the selling
stockholders are actually underwriters selling on behalf of an issuer" is a highly fact-specific question that should take into
account the following considerations: (i) the circumstances under which they received them; (ii) how long the selling stockholders have
held the shares; (iii) their relationship to the issuer; (iv) the amount of shares involved; (v) whether the sellers are in the business
of underwriting securities; and (vi) whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

 Factor
1: Circumstances under which the Selling Stockholders Acquired the Shares

 Up
to 89,655,171 shares of common stock, pre-funded warrants, common warrants A and common warrants B were issued and sold to the selling
stockholders ("Resale Securities") in a private placement that closed on July 25, 2025 (the "Private Placement").

 The
selling stockholder, American Ventures ("Selling Stockholder"), is a company with its principal business in private investments.
Eric Newman is the manager of American Ventures LLC, Series XVI AGH, and has sole voting control and investment discretion over securities
beneficially owned directly or indirectly by this selling stockholder. Eric Newman disclaims any beneficial ownership of the securities
beneficially owned directly or indirectly by the Selling Stockholder. There is no relationship between the Company and Selling Stockholder
and the Selling Stockholder is not involved in the business of underwriting securities. The Selling Stockholder did not acquire the Resale
Securities under circumstances that would indicate that they were receiving compensation from the Company.

 Factor
2: How Long the Selling Stockholders Have Held the Shares

 The
Resale Securities were issued on July 25, 2025. Even though the Selling Stockholder has held its securities for only one month and cannot
be assured that the Registration Statement will be declared effective or that the public offering will be approved and/or completed.
In other words, the Selling Stockholder is subject to the full economic and market risks of their investment since the date of the acquisition
of the Resale Securities.

 Further,
the Selling Stockholder has a limitation on the amount of its beneficial ownership in the Company. The Selling Stockholder is offering
up to 728,988 shares of common stock and 29,156,069 pre-funded warrants that would otherwise result in the selling stockholders'
beneficial ownership exceeding 4.99% of our outstanding common stock. Although the Regis