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 thisprospectus from time to time up to 2,940,000 of our Class A Ordinary Shares, par value of US$0.0001 per share.Our Class A Ordinary Shares are currently listed on the Nasdaq Capital Market (“Nasdaq”) under the symbol“UFG.” On March 13, 2025, the last reported sales price of our Class A Ordinary Shares on Nasdaq was US$4.66per share. Our registration of the Class A Ordinary Shares covered by this prospectus does not mean that the SellingShareholders will offer or sell any of such Class A Ordinary Shares. The Selling Shareholders named in thisprospectus, or their donees, pledgees, transferees or other successors-in-interest, may resell the Class A OrdinaryShares covered by this prospectus through public or private transactions at prevailing market prices, at prices relatedto prevailing market prices or at privately negotiated prices. For additional information on the possible methods ofsale that may be used by the Selling Shareholders, you should refer to the section of this prospectus entitled “Plan ofDistribution.” We are not selling any securities under this prospectus and will not receive any of the proceeds from thesale of Class A Ordinary Shares by the Selling Shareholders named in this prospectus. All net proceeds from the saleof the Class A Ordinary Shares covered 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 SellingShareholders in certain private placements prior to the Company’s initial public offering that was consummated inJanuary 2025. No underwriter or other person has been engaged to facilitate the sale of the Class A Ordinary Sharesin this offering. We will bear all costs, expenses and fees in connection with the registration of the Class A OrdinaryShares. The Selling Shareholders will bear all commissions and discounts, if any, attributable to their respectivesales of our Class A Ordinary Shares. Koh Kuan Hua, through his wholly owned entity Garden City Private Capital Limited, owns approximately69.88% of our outstanding shares. As a result, we are and will continue to be a “controlled company” within themeaning of rule 5615(c) of Nasdaq Stock Market LLC (“Nasdaq Listing Rules”). For so long as we remain a“controlled company,” we are permitted to elect not to comply with certain corporate governance requirements. Ifwe rely on these exemptions, you will not have the same protection afforded to shareholders of companies that aresubject to these corporate governance requirements. Although we currently do not intend to rely on the “controlledcompany” exemption under the Nasdaq listing rules, we could elect to rely on this exemption after we complete thisoffering. 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 andClass B Ordinary Shares. The rights of the holders of Class A Ordinary Shares and Class B Ordinary Shares areidentical, except with respect to voting and conversion rights. Each Class B Ordinary Share has ten votes per shareand is convertible into one Class A Ordinary Share, whereas our Class A Ordinary Shares, which the SellingShareholders are selling in this offering, have one vote per share. See “Risk Factors — Risks Related to OurOrdinary Shares — The dual-class structure of our Ordinary Shares has the effect of concentrating voting controlwith 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, andany merger, consolidation, sale of all or substantially all of our assets, or other major corporate transactionsrequiring shareholder approval, and that 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. Securitiesand Exchange Commission 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 ‘ForeignPrivate Issuer’” for additional information. Investing in our Class A Ordinary Shares involves risks. See section titled “Risk Factors” beginning onpage 12 of this prospectus. Neither the Securities and Exchange Commission nor any other regulatory body has approved ordisapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation tothe contrary is a criminal offense. Prospectus dated March 25, 2025 TABLE OF CONTENTS For investors outside the United States: neither we nor the Selling Shareholders have done anything thatwould permit this offering or possession or distribution of this prospectu