UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For
the month of October
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
Uni-Fuels Holdings Limited Announces Unaudited Interim 2025 Financial Results
Uni-Fuels Holdings Limited (the “Company”) (Nasdaq: UFG) today announced its unaudited financial results for the six months ended June 30, 2025. A copy of the press release relating to the above matter is set forth in Exhibit 99.2, which is being furnished herewith.
Uni-Fuels Holdings Limited and Subsidiaries
Condensed Consolidated Balance Sheets
| As of | ||||||||
June 30, 2025 | December 31, 2024 | |||||||
| (Unaudited) | (Audited) | |||||||
| Assets | ||||||||
| Current Assets | ||||||||
| Cash | $ | 6,759,336 | $ | 4,324,956 | ||||
| Accounts receivable, net | 22,291,877 | 11,458,689 | ||||||
| Prepayments and other assets, net | 1,452,684 | 229,928 | ||||||
| Total current assets | 30,503,897 | 16,013,573 | ||||||
| Non-Current Assets | ||||||||
| Property and equipment, net | 312,355 | 329,585 | ||||||
| Operating lease right-of-use assets | 84,831 | 133,103 | ||||||
| Prepayments and other assets, net | 2,972 | 4,457 | ||||||
| Deferred initial public offering (“IPO”) costs | - | 482,183 | ||||||
| Total non-current assets | 400,158 | 949,328 | ||||||
| Total assets | $ | 30,904,055 | $ | 16,962,901 | ||||
| Liabilities and shareholders’ equity | ||||||||
| Liabilities | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 17,377,442 | $ | 10,092,160 | ||||
| Short-term bank loans | 821,238 | 1,510,249 | ||||||
| Amounts due to related parties | - | 269,467 | ||||||
| Income tax payables | 147,714 | 91,025 | ||||||
| Operating lease liabilities, current | 93,767 | 104,267 | ||||||
| Accrued expenses and other liabilities | 142,665 | 291,464 | ||||||
| Total current liabilities | 18,582,826 | 12,358,632 | ||||||
| Non-Current Liabilities | ||||||||
| Operating lease liabilities, non-current | 10,388 | 41,011 | ||||||
| Accrued expenses and other liabilities, non-current | - | 10,153 | ||||||
| Deferred tax liabilities, net | 8,243 | 8,243 | ||||||
| Total non-current liabilities | 18,631 | 59,407 | ||||||
| Total liabilities | 18,601,457 | 12,418,039 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders’ equity | ||||||||
| Class A ordinary shares (US$0.0001 par value, 450,000,000 shares authorized; 9,765,000 and 7,350,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024) | 977 | 735 | ||||||
| Class B ordinary shares (US$0.0001 par value, 50,000,000 shares authorized; 22,650,000 shares issued and outstanding as of June 30, 2025 and December 31, 2024) | 2,265 | 2,265 | ||||||
| Additional paid-in capital | 11,663,360 | 3,997,000 | ||||||
| Accumulated other comprehensive income | 292 | 145 | ||||||
| Retained earnings | 635,704 | 544,717 | ||||||
| Total shareholders’ equity | 12,302,598 | 4,544,862 | ||||||
| Total liabilities and shareholders’ equity | $ | 30,904,055 | $ | 16,962,901 | ||||
| 2 |
Uni-Fuels Holdings Limited and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations and other Comprehensive Loss
| For the Six Months Ended | ||||||||
| June 30, | ||||||||
| 2025 | 2024 | |||||||
| (Unaudited) | (Unaudited) | |||||||
| Revenues | ||||||||
| Sales of marine fuels | $ | 114,618,812 | $ | 74,192,974 | ||||
| Brokerage commissions | 1,973 | - | ||||||
| Total revenues | 114,620,785 | 74,192,974 | ||||||
| Cost of revenues | (112,551,139 | ) | (72,733,991 | ) | ||||
| Gross profit | 2,069,646 | 1,458,983 | ||||||
| Operating expenses | ||||||||
| Selling and marketing | (478,825 | ) | (259,282 | ) | ||||
| General and administrative | (1,406,391 | ) | (1,090,393 | ) | ||||
| Total operating expenses | (1,885,216 | ) | (1,349,675 | ) | ||||
| Income from operations | 184,430 | 109,308 | ||||||
| Other income | ||||||||
| Interest income (expense), net | 7,826 | (8,972 | ) | |||||
| Other income | 6,221 | 14,449 | ||||||
| Total other income, net | 14,047 | 5,477 | ||||||
| Income before income tax | 198,477 | 114,785 | ||||||
| Income tax expense | (107,490 | ) | (12,813 | ) | ||||
| Net income | 90,987 | 101,972 | ||||||
| Total comprehensive income | $ | 90,987 | $ | 101,972 | ||||
| Earnings per share | ||||||||
| Class A ordinary shares – basic and diluted | $ | 0.01 | $ | - | ||||
| Class B ordinary shares – basic and diluted | $ | - | $ | - | ||||
| Weighted average shares outstanding used in calculating basic and diluted earnings per share | ||||||||
| Class A ordinary shares – basic and diluted | 9,543,398 | - | ||||||
| Class B ordinary shares – basic and diluted | 22,650,000 | 30,000,000 | ||||||
Safe Harbor Statements
This filing contains forward-looking statements. These statements are made under the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by terminology such as “will,” “expects,” “anticipates,” “aims,” “future,” “intends,” “plans,” “believes,” “estimates,” “confident,” “potential,” “continue” or other similar expressions. Among other things, the quotations from management in this announcement, as well as the Company’s strategic and operational plans, contain forward-looking statements. The Company may also make written or oral forward-looking statements in its periodic reports to the U.S. Securities and Exchange Commission (the “SEC”), in its annual report to shareholders, in press releases and other written materials and in oral statements made by its officers, directors or employees to third parties. Statements that are not historical facts, including but not limited to statements about the Company’s beliefs and expectations, are forward-looking statements. Forward-looking statements involve inherent risks and uncertainties. A number of factors could cause actual results to differ materially from those contained in any forward-looking statement, including but not limited to the following: changes in political, social and economic conditions, the regulatory environment, laws and regulations and interpretation thereof in the jurisdictions where we conduct business or expect to conduct business , the risk that we may be unable to realize our anticipated growth strategies and expected internal growth, changes in the availability and cost of professional staff which we require to operate our business, changes in customers’ preferences and needs, changes in competitive conditions and our ability to compete under such conditions, changes in our future capital needs and the availability of financing and capital to fund such needs, changes in currency exchange rates or interest rates, projections of revenue, profits, earnings, capital structure and other financial items, changes in our plan to enter into certain new business sectors and other factors beyond our control and other risks contained in reports filed by the Company with the SEC. Further information regarding these and other risks is included in the Company’s filings with the SEC. All information provided in this report and in the attachments is as of the date of this report, and the Company undertakes no obligation to update any forward-looking statement, except as required under applicable law.
| 3 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Uni-Fuels Holdings Limited | ||
| Date: October 28, 2025 | By: | /s/ Koh Kuan Hua |
| Name: | Koh Kuan Hua | |
| Title: | Chief Executive Officer | |
| 4 |
EXHIBIT INDEX
| Exhibit No. | Description | |
| 99.1 | Unaudited Condensed Consolidated Financial Statements | |
| 99.2 | Uni-Fuels Interim Earnings Release |
| 5 |