IPO - Uni-Fuels Holdings Ltd

Form Type: F-1

Filing Date: 2025-03-18

Corporate Action: Ipo

Type: New

Accession Number: 000149315225010737

Filing Summary: Uni-Fuels Holdings Limited registered a prospectus for an initial public offering (IPO) of its Class A Ordinary Shares, totaling 2,940,000 shares. The shares are currently listed on the Nasdaq Capital Market under the ticker symbol 'UFG,' with a last reported price of $4.66 per share as of March 13, 2025. The IPO represents the company's entry into the public market following its incorporation under Cayman Islands law in March 2024 and a previous private placement prior to this offering. As stated in the document, the selling shareholders may resell these shares through various transactions. The company, while not directly profiting from the sale, will cover the registration costs. It operates mainly in the marine fuel solutions sector, positioning itself as a service provider both in sales and brokerage of marine fuels globally. The company holds a controlled entity status due to the significant ownership by Koh Kuan Hua, who controls approximately 69.88% of the outstanding shares. The document highlights risks involved with investment in these shares as well as potential corporate governance implications due to its dual-class share structure, where Class B shares hold superior voting power. The company intends to leverage its integrated supply network and customer relationships to enhance market presence and diversify its services.

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Form Type: DRS

Filing Date: 2025-03-07

Corporate Action: Ipo

Type: New

Accession Number: 000149315225009469

Filing Summary: On March 7, 2025, Uni-Fuels Holdings Limited submitted a confidential draft registration statement on Form F-1 to the U.S. Securities and Exchange Commission. This document pertains to their upcoming initial public offering (IPO) of 2,940,000 Class A Ordinary Shares at an undetermined price, with the shares set to be traded under the ticker symbol 'UFG' on Nasdaq. The shares being offered are primarily for resale by selling shareholders and were acquired in private placements prior to the IPO. The company emphasizes that the registration does not imply that these shares will be sold as it is meant for compliance and regulatory purposes only. The prospectus outlines the company's services, primarily in marine fuels solutions, and their operational footprint across various geographical regions. Furthermore, it highlights the company's dual-class structure of shares, which grants greater voting power to holders of Class B Ordinary Shares, thus establishing a 'controlled company' status under Nasdaq rules. The document also presents a risk assessment regarding the business environment and investor considerations.

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Form Type: 424B4

Filing Date: 2025-01-14

Corporate Action: Ipo

Type: New

Accession Number: 000149315225002060

Filing Summary: Uni-Fuels Holdings Limited is conducting its initial public offering (IPO) by offering 2,100,000 Class A Ordinary Shares at an initial public offering price of $4.00 per share. The shares have been approved for listing on the Nasdaq Capital Market under the symbol 'UFG.' After the offering, Koh Kuan Hua, through Garden City Private Capital Limited, will own approximately 70.56% of the outstanding shares, classifying the company as a 'controlled company' under Nasdaq rules, which allows certain exemptions from corporate governance requirements. The company operates in the marine fuels solutions sector and has not previously had public stock. Through two operating models—sales and brokerage of marine fuels—the company has arranged for supplies across multiple geographic regions. The prospectus highlights various risks associated with the business, including financial performance volatility due to reliance on global economic conditions. The expected total cash expenses for the offering amount to approximately $859,735. The underwriters are obligated to take and pay for all shares offered and have the option to purchase additional shares to cover over-allotments. The offering is conducted on a firm commitment basis, with the shares expected to be delivered to purchasers against payment on January 15, 2025.

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Form Type: 8-A12B

Filing Date: 2025-01-10

Corporate Action: Ipo

Type: New

Accession Number: 000149315225001513

Filing Summary: Uni-Fuels Holdings Ltd is registering its Class A Ordinary Shares with a par value of US$0.0001 per share under Section 12(b) of the Securities Exchange Act of 1934. The shares will be listed on The Nasdaq Stock Market LLC. This registration is associated with Securities Act registration statement number 333-282849, originally filed on October 28, 2024. The document also incorporates references to descriptions of the share capital from the related prospectus and subsequent amendments. No other classes of securities are being registered at this time, and no exhibits have been included as per the Instructions related to Form 8-A.

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Form Type: CORRESP

Filing Date: 2025-01-07

Corporate Action: Ipo

Type: New

Accession Number: 000149315225001151

Filing Summary: Uni-Fuels Holdings Limited is requesting the acceleration of the effective date for its Registration Statement on Form F-1, which was submitted on December 27, 2024. They are seeking for it to become effective at 4:00 p.m., Eastern Time, on January 10, 2025, or as soon as practicable thereafter. The request is made pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933. Additionally, the undersigned, acting as a representative of the underwriters, indicates that they will distribute the preliminary prospectus to underwriters and dealers who are expected to participate in the offering. The undersigned confirms compliance with Rule 15c2-8 under the Securities Exchange Act of 1934.

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Form Type: F-1/A

Filing Date: 2024-12-27

Corporate Action: Ipo

Type: New

Accession Number: 000149315224052227

Filing Summary: Uni-Fuels Holdings Limited is conducting its initial public offering (IPO) of 2,100,000 Class A Ordinary Shares at an estimated price of $4.00 per share. This represents the first public offering of the company's shares, which were previously unlisted. The registration statement has been amended to reflect changes as necessary, including compliance with U.S. Securities and Exchange Commission regulations. The company anticipates the proceeds from the offering will be approximately $7,812,000 before expenses. Koh Kuan Hua will control 70.56% of the company post-offering through Garden City Private Capital Limited. The company operates a dual-class structure with Class A Ordinary Shares granting one vote each and Class B Ordinary Shares granting ten votes each. The business operates in the marine fuels solutions sector, providing various fuel products to shipping companies and marine fuel suppliers. The company intends to list its shares on the Nasdaq Capital Market under the symbol 'UFG.' Risk factors include lack of operational history, exposure to market volatility, and potential governance challenges due to its controlled company status.

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Form Type: CORRESP

Filing Date: 2024-10-25

Corporate Action: Ipo

Type: Update

Accession Number: 000149315224042581

Filing Summary: Uni-Fuels Holdings Ltd submitted an amendment to their Draft Registration Statement on Form F-1 to address comments from the SEC regarding their corporate structure and financial disclosures. The Company has made revisions to include the names of minority shareholders in the corporate structure diagrams, confirming none are related parties. It has also revised its total capitalization calculations to include debt, and provided beneficial ownership information for shareholders owning 5% or more of Class A Ordinary Shares. Notably, 29,999,999 Class B shares were issued as part of a recapitalization for their initial public offering, reflecting this change retroactively in compliance with relevant accounting standards. The Company emphasizes the adjustments ensure the consistency and comparability of financial statements.

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