Uni-Fuels Holdings Ltd-A美股招股说明书(2025-03-25版)

This prospectus relates to the resale by the selling shareholders (the “Selling Shareholders”)named in this prospectus from time to time up to 2,940,000 of our Class A Ordinary Shares, par value ofUS$0.0001per share.Our Class A Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under thesymbol “UFG.” On March 13, 2025, the last reported sales price of our Class A Ordinary Shares on Nasdaq was US$4.66 per share. Our registration of the Class A Ordinary Shares covered by this prospectus does not mean that the Selling Shareholders willoffer or sell any of such Class A Ordinary Shares. The Selling Shareholders named in this prospectus, or their donees, pledgees,transferees or other successors-in-interest, may resell the Class A Ordinary Shares covered by this prospectus through public or privatetransactions at prevailing market prices, at prices related to prevailing market prices or at privately negotiated prices. For additionalinformation on the possible methods of sale that may be used by the Selling Shareholders, you should refer to the section of thisprospectus entitled “Plan of Distribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Class AOrdinary Shares by the Selling Shareholders named in this prospectus. All net proceeds from the sale of the Class A Ordinary Sharescovered by this prospectus will go to the Selling Shareholders. All Class A Ordinary Shares subject to resale hereunder have been issued by us and acquired by the Selling Shareholders incertain private placements prior to the Company’s initial public offering that was consummated in January 2025. No underwriter orother person has been engaged to facilitate the sale of the Class A Ordinary Shares in this offering. We will bear all costs, expenses andfees in connection with the registration of the Class A Ordinary Shares. The Selling Shareholders will bear all commissions anddiscounts, if any, attributable to their respective sales of our Class A Ordinary Shares. Koh Kuan Hua, through his wholly owned entity Garden City Private Capital Limited, owns approximately 69.88% of ouroutstanding shares. As a result, we are and will continue to be a “controlled company” within the meaning of rule 5615(c) of NasdaqStock Market LLC (“Nasdaq Listing Rules”). For so long as we remain a “controlled company,” we are permitted to elect not tocomply with certain corporate governance requirements. If we rely on these exemptions, you will not have the same protectionafforded to shareholders of companies that are subject to these corporate governance requirements. Although we currently do notintend to rely on the “controlled company” exemption under the Nasdaq listing rules, we could elect to rely on this exemption after wecomplete this offering. See section titled “Prospectus Summary — Implications of Being a Controlled Company”. The share capital of the Company consists of two classes of ordinary shares, Class A Ordinary Shares and Class B OrdinaryShares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares are identical, except with respect to votingand conversion rights. Each Class B Ordinary Share has ten votes per share and is convertible into one Class A Ordinary Share,whereas our Class A Ordinary Shares, which the Selling Shareholders are selling in this offering, have one vote per share. See “RiskFactors — Risks Related to Our Ordinary Shares — The dual-class structure of our Ordinary Shares has the effect of concentratingvoting control with those shareholders who held our Class B Ordinary Shares. This ownership will limit or preclude your ability toinfluence corporate matters, including the election of directors, amendments of our organizational documents, and any merger,consolidation, sale of all or substantially all of our assets, or other major corporate transactions requiring shareholder approval, andthat may adversely affect the trading price of our Class A Ordinary Shares.” We are both an “emerging growth company” and a “foreign private issuer” under applicable U.S. Securities and ExchangeCommission rules and will be eligible for reduced public company disclosure requirements. See section titled “Prospectus Summary— Implications of Being an ‘Emerging Growth Company’ and a ‘Foreign Private Issuer’” for additional information. Investing in our Class A Ordinary Shares involves risks. See section titled “Risk Factors” beginning on page 12 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of thesesecurities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense. Prospectus dated March 25, 2025 TABLE OF CONTENTS PagePROSPECTUS SUMMARY1THE OFFERING10SUMMARY FINANCIAL INFORMATION11RISK FACTORS12SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS35USE OF PROCEEDS36DIVIDEND POLICY37SELLIN