SecProbe.io

CORRESP
 1
 filename1.htm

 AUREUS
GREENWAY HOLDINGS INC.

 September
5, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, NE

 Washington,
D.C., 20549

 Attn:
Mr. Eddie Kim

 Re:
 AUREUS
 GREENWAY HOLDINGS INC.

 Registration
 Statement on Form S-1, as amended (File No. 333-289229)

 Request
 for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AUREUS GREENWAY HOLDINGS
INC. hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, so
that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on September 8, 2025, or as soon thereafter as practicable.

 The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

 The
undersigned respectfully requests that it be notified of the effectiveness of the above-referenced Registration Statement by telephone
call to our counsel, Ortoli Rosenstadt LLP, by calling William Rosenstadt at (212) 829-8937. The Company hereby authorizes Mr. Rosenstadt
to orally modify or withdraw this request for acceleration.

 Very
 truly yours,

 AUREUS
 GREENWAY HOLDINGS INC.

 By:
 /s/
 ChiPing Cheung

 Name:
 ChiPing
 Cheung

 Title:
 Chief
 Executive Officer and Director

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

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 19, 2025

ChiPing Cheung
Chief Executive Officer
Aureus Greenway Holdings Inc
2995 Remington Boulevard
Kissimmee, Florida 34744

 Re: Aureus Greenway Holdings Inc
 Registration Statement on Form S-1
 Filed August 4, 2025
 File No. 333-289229
Dear ChiPing Cheung:

 We have conducted a limited review of your registration statement and
have the
following comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

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
 August 19, 2025
Page 2

 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.
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.
General

3. 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.
 August 19, 2025
Page 3

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

 Please contact Eddie Kim at 202-551-8713 or Taylor Beech at 202-551-4515
with any
other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: William S. Rosenstadt
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

November
7, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trades and Services

100
F Street, NE

Washington,
D.C., 20549

Attn:
Ms. Kate Beukenkamp

    Re:
    AUREUS
    GREENWAY HOLDINGS INC.

    Registration
    Statement on Form S-1, as amended (File No. 333-280340)

    Request
    for Acceleration of Effectiveness

Dear
Ms. Beukenkamp:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), we, the underwriter (the
“Underwriter”), hereby join in the request of Aureus Greenway Holdings Inc. (the “Registrant”), for the
acceleration of the effective date of the Registrant’s Registration Statement on Form S-1 (File No. 333- 280340) (as amended,
the “Registration Statement”), relating to a public offering of shares of the Registrant’s common stock, par value
$0.001, so that the Registration Statement may be declared effective on November 12, 2024, at 4:30 p.m. Eastern Time, or as soon
thereafter as practicable. The undersigned, as the Underwriter, confirms that it is aware of its obligations under the Securities
Act.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter, who is reasonably anticipated
to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus as appears
to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended,
in connection with the above-referenced issue.

    Very
    truly yours,

    Dominari
    Securities, LLC

    /s/
    Eric Newman

    Name:
    Eric
    Newman

    Title:
    EVP/Global
    Head of Investment Banking

CORRESP
1
filename1.htm

AUREUS
GREENWAY HOLDINGS INC.

November
7, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trades and Services

100
F Street, NE

Washington,
D.C., 20549

Attn:
Ms. Kate Beukenkamp

    Re:
    AUREUS
    GREENWAY HOLDINGS INC.

Registration
Statement on Form S-1, as amended (File No. 333-280340)

Request
for Acceleration of Effectiveness

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, AUREUS GREENWAY HOLDINGS
INC. hereby requests an acceleration of the effectiveness of the above-referenced Registration Statement on Form S-1, as amended, so
that such Registration Statement will become effective at 4:30 p.m., Eastern Time, on November 12, 2024, or as soon thereafter as practicable.

The
Company understands that the Commission will consider this request for acceleration of the effective date of the Registration Statement
as a confirmation of the fact that the Company is aware of its responsibilities under the Securities Act as they relate to the proposed
public offering of the securities specified in the Registration Statement.

    Very
    truly yours,

    AUREUS
    GREENWAY HOLDINGS INC.

    By:
    /s/
    ChiPing Cheung

    Name:
    ChiPing
    Cheung

    Title:
    Chief
    Executive Officer and Director

CORRESP
1
filename1.htm

Aureus
Greenway Holdings Inc.

2995
Remington Boulevard

Kissimmee,
Florida 34744

Tel:
(407) 344 4004

July
12, 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
July 3, 2024

File
No. 333-280340

Dear
Ms. Beukenkamp,

This
letter is in response to your letter on July 11, 2024, in which you provided comments to the Registration Statement on Form S-1/A (the
“Amended Registration Statement”) of Aureus Greenway Holdings Inc. (the “Company”) filed with the U.S. Securities
and Exchange Commission on July 3, 2024. On the date hereof, the Company has submitted an Amendment No. 2 to the Registration Statement
on Form S-1 (“Form S-1/A2”). 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/A filed on July 3, 2024

Capitalization,
Page 27

 1. Refer
                                            to your response to prior comment 2. You state the deferred offering costs of $512,068 are
                                            included in the amount of total listing expenses of $1,596,104 at March 31, 2024. It appears
                                            these deferred offering costs had been accrued and unpaid at that date, so it appears the
                                            pro forma as adjusted cash and cash equivalents amount should be less by $512,068 to pay
                                            for the costs from the net offering proceeds. Please advise and revise, as appropriate.

RESPONSE:
We respectfully advise the Staff that the Company has revised the  disclosures on page 27.

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

July 11, 2024
ChiPing Cheung
Chief Executive Officer
Aureus Greenway Holdings Inc
2995 Remington Boulevard
Kissimmee, FL 34744
Re:Aureus Greenway Holdings Inc
Amendment No. 1 to Registration Statement on Form S-1
Filed July 3, 2024
File No. 333-280340
Dear ChiPing Cheung:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our July 1, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed July 3, 2024
Capitalization, page 27
1.Refer to your response to prior comment 2. You state the deferred offering costs of
$512,068 are included in the amount of total listing expenses of $1,596,104 at March 31,
2024. It appears these deferred offering costs had been accrued and unpaid at that date, so
it appears the pro forma as adjusted cash and cash equivalents amount should be less by
$512,068 to pay for the costs from the net offering proceeds. Please advise and revise, as
appropriate.

July 11, 2024
Page 2
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi Ye

CORRESP
1
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

July 1, 2024
ChiPing Cheung
Chief Executive Officer
Aureus Greenway Holdings Inc
2995 Remington Boulevard
Kissimmee, FL 34744
Re:Aureus Greenway Holdings Inc
Registration Statement on Form S-1
Filed June 20, 2024
File No. 333-280340
Dear ChiPing Cheung:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1 filed June 20, 2024
The Offering
Use of Proceeds, page 8
1.Please 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.

July 1, 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.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Mengyi Ye

United States securities and exchange commission logo
April 11, 2024
ChiPing Cheung
Chief Executive Officer
Aureus Greenway Holdings Inc
2995 Remington Boulevard
Kissimmee, FL 34744
Re:Aureus Greenway Holdings Inc
Amendment No. 1 to Draft Registration Statement on Form S-1
Submitted March 26, 2024
CIK No. 0002009312
Dear ChiPing Cheung:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
February 27, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form S-1 Submitted March 26, 2024
Notes to Audited Consolidated Financial Statements
Note 11 - Income Tax, page F-26
1.Please ensure your disclosure here satisfies all applicable guidance in ASC 740-10-50 and
Rule 4-08 of Regulation S-X. For example, (1) deferred income tax expense should be
disaggregated between federal and state, (2) the income tax reconciliation should be to the
federal rate with state income tax as a component of the reconciliation, and (3) provide a
schedule of all material items contributing to deferred tax assets and liabilities. Regarding
item (3), clarify for us if there are any temporary differences for property and equipment
(including related depreciation) contributing to deferred income taxes, and if not, why
not. Additionally, provide the nature of the items for "Tax effect of temporary difference"

 FirstName LastNameChiPing Cheung
 Comapany NameAureus Greenway Holdings Inc
 April 11, 2024 Page 2
 FirstName LastName
ChiPing Cheung
Aureus Greenway Holdings Inc
April 11, 2024
Page 2
reported and nondeductible expenses mentioned. Further, you disclose in this note that (a)
as of December 31, 2022 the deferred tax assets of $277,634 represented the net operating
losses recognized for Chrome I but we do not see this amount reported on the balance
sheet at that date or in any schedule in this note, and (b) $84,914 of deferred tax assets for
Chrome II were utilized during the year ended December 31, 2023 but the deferred tax
assets table reports $111,518 was utilized in 2023; please clarify each.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mengyi Ye

United States securities and exchange commission logo
February 27, 2024
ChiPing Cheung
Chief Executive Officer
Aureus Greenway Holdings Inc
2995 Remington Boulevard
Kissimmee, FL 34744
Re:Aureus Greenway Holdings Inc
Draft Registration Statement on Form S-1
Submitted January 31, 2024
CIK No. 0002009312
Dear ChiPing Cheung:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-1 submitted January 31, 2024
Prospectus Summary
Business Overview
Corporate Information, page 4
1.In this section you disclose your website address as www.aureusgreenway.com. However,
your website does not appear to fully align with your currently disclosed leadership,
including officers and directors. Rather, while a portion of the website is related to
"Golf Courses," it also reflects several individuals as "Management" that appear to be
affiliated with a variety of other industries, including providing branding and CX/UX
services and does not reflect the individuals and entities disclosed in this registration
statement. Please briefly explain and revise your disclosure to address and reconcile these
inconsistencies.

 FirstName LastNameChiPing Cheung
 Comapany NameAureus Greenway Holdings Inc
 February 27, 2024 Page 2
 FirstName LastName
ChiPing Cheung
Aureus Greenway Holdings Inc
February 27, 2024
Page 2
Risk Factors
Risks Related to Our Business
We are controlled by Ace Champion Investments Limited, Trendy View Assets...", page 20
2.Please revise this risk factor to briefly state the role, if any, the controlling shareholders of
Ace Champion Investments Limited, Trendy View Assets Management, and Chrome
Fields Asset Management LLC hold within this company. In this regard, we note that Mr.
C. P. Cheung, for example, is also the Chief Executive Officer of the issuer.
Use of Proceeds, page 26
3.We note your reference here to the "Slow Business Administration." However, this entity
is not discussed or otherwise referenced within your registration statement. Please revise
accordingly, where appropriate, to briefly described this organization and the associated
services or otherwise that it may provide to the company resulting in its inclusion in the
planned allocation of proceeds from this offering.
4.For each of the loans that you plan to repay with proceeds from this offering, please
provide the information required by Instruction 4 to Item 504 of Regulation S-K or tell us
why you believe you do not need to disclose this information.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Comparison of the Year Ended December 31, 2022 and 2021, page 29
5.We note your tabular presentation and related narrative discussion of the components of
changes in revenues and costs of revenues here cite variances in both price and volume as
contributing to the increases across each component, but do not quantify these
contributions or provide a discussion of facts and circumstances surrounding each change.
Please revise your discussion to quantify the sources of each change and to include a
discussion of the specific facts and circumstances leading to these changes. Consider also
adding supporting metrics such as number of rounds purchased, changes in greens fees,
overall mix of members versus public rounds played, mix of retail items sold, and any
other significant components of revenues or expenses that would be material to an
understanding of the registrant's results of operations. Refer to the guidance in Item
303(b)(2) of Regulation S-K.
Business
Golf Industry Overview, page 41
6.In this section you disclose that certain information provided in this section was derived
from Frost & Sullivan Limited's industry report commissioned by you. Please revise your
Exhibit Index to provide a consent from Frost & Sullivan for the inclusion of the report in
your registration statement. Additionally, please revise your disclosure, where appropriate,

 FirstName LastNameChiPing Cheung
 Comapany NameAureus Greenway Holdings Inc
 February 27, 2024 Page 3
 FirstName LastName
ChiPing Cheung
Aureus Greenway Holdings Inc
February 27, 2024
Page 3
to make clear the time period covered by the data present in this commissioned report. We
note your table on page 43, for example, which suggests the data may be "as of" calendar
year 2022, but this is unclear.
Principal and Selling Stockholders
Selling Stockholders, page 61
7.Please revise the Selling Stockholders table as necessary to accurately reflect the
percentage ownership prior to offering column for Ace Champion Investments Limited. In
this regard, we note that Ace Champion Investments Limited's ownership prior to the
offering is reflected as 50% here. However, in the beneficial ownership table immediately
above on page 60, Ace's ownership prior to the offering is disclosed as 40%. Please
reconcile or otherwise revise accordingly.
Related Party Transactions, page 62
8.Please revise your disclosure to provide discussion of related party transactions since the
beginning of your last fiscal year in accordance with Item 404 of Regulation S-K.
9.Please revise this section to disclose the names of the individuals and/or entities that have
advanced money to the company or provided loans. We note that your disclosure in the
Use of Proceeds section, for example, that states that a certain amount of proceeds from
this offering will be used to repay loans made by Mr. S. Cheung, Mr. C. P. Cheung and
Mr. Y. C. Cheung to the company in connection with the acquisition of your two golf
courses. Additionally, we note the disclosure provided in Note 9 on page F-17.
10.Please revise this section to make clear how many related party loans have been made,
when, for what amount and from which named party in accordance with Item 404(d) of
Regulation S-K. In this regard, we note you disclose here that "[d]uring the years ended
December 31, 2022, and 2021, a related party of the Company advanced $90,000 and
$61,166 to the Company and the Company repaid $526,000 and $104,100 to the related
party, respectively." Further, we note that "[a]s of December 31, 2022, and 2021, the
Company owed to related party for an unsecured, non-interest-bearing demand loan
with balance of $2,065,543 and $2,501,543, respectively."
Consolidated Financial Statements
General, page F-1
11.Please revise your document to include updated financial statements as appropriate.
Include either unaudited interim financial statements for your third quarter fiscal
2023 interim period or audited financial statements for fiscal year ended December 31,
2023.  Refer to the guidance in Rule 8-08 of Regulation S-X.

 FirstName LastNameChiPing Cheung
 Comapany NameAureus Greenway Holdings Inc
 February 27, 2024 Page 4
 FirstName LastName
ChiPing Cheung
Aureus Greenway Holdings Inc
February 27, 2024
Page 4
Report of Independent Registered Public Accounting Firm, page F-2
12.Please include a date the report was issued. Refer to the guidance in Rule 2-02(a) of
Regulation S-X.
General
13.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
14.We note that in addition to an underwritten primary offering by the registrant, the
registration statement covers potential resales by the Resale Stockholders (as defined in
the prospectus). Please tell us why the resale transaction is not an indirect primary offering
that is part of the distribution constituting your initial public offering. In this regard, we
note the selling security holders do not appear to be subject to any of the lock-up
provisions described in the prospectus and can sell at the same time as the underwriter for
the firm commitment offering, for the same price. It also appears the selling security
holders are affiliates of the registrant, and both the primary offering and the resale
transactions are conditioned on you receiving approval to list on Nasdaq. If the selling
security holders are engaged in an indirect primary offering, then the selling security
holders would be statutory underwriters under Section 2(a)(11) of the Securities Act of
1933, as amended, and must therefore be identified in the prospectus as underwriters
(N.B., the existing "may" language would be insufficient). In addition, as statutory
underwriters conducting an indirect primary offering, the selling security holders would
need to offer and sell their securities at a fixed price for the duration of the offering; it
would not be possible for them to sell at market prices later. For guidance, please refer to
Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations,
which is available on our website.
            Please contact Amy Geddes at 202-551-3304 or Doug Jones at 202-551-3309 if you have
questions regarding comments on the financial statements and related matters. Please contact
Kate Beukenkamp at 202-551-3861 or Dietrich King at 202-551-8071 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Mengyi Ye