UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
6-K
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 2026
Commission
File Number: 001-42469
Uni-Fuels
Holdings Limited
(Registrant’s
Name)
9
Temasek Boulevard, Suntec Tower 2 #19-03
Singapore
038989
(Address
of Principal Executive Offices)
Indicate
by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form
20-F ☒ Form 40-F ☐
Information
Contained in this Form 6-K Report
Submission
of Matters to a Vote of Security Holders.
On
October 16, 2026, the board of directors (the “Board”) of Uni-Fuels Holdings Limited (the “Company”) passed written
resolutions approving and recommending to shareholders of the Company a share consolidation of the Company’s authorized, issued
and outstanding Class A ordinary shares, par value US$0.0001 per share, and Class B ordinary shares, par value US$0.0001 per share on
a 1-for-10 basis (the “Share Consolidation”) and approving the form of written resolutions of shareholders to effect the
Share Consolidation.
On
October 16, 2026, the Company circulated and mailed the written resolutions of shareholders to the Company’s shareholders of record.
Only the legal owners of record registered in the Company’s register of members maintained by the Company’s transfer agent
were entitled to receive and execute the written resolutions of shareholders. Pursuant to Article 8.1(b) and Article 11.16 of the third
amended and restated memorandum and articles of association of the Company, the shareholders of the Company representing a majority of
the votes entitled to be cast on the resolution passed an ordinary resolution in writing without holding a meeting, approving the Share
Consolidation (“Written Resolutions of Shareholders”), with such Written Resolutions of Shareholders taking effect upon being
passed.
Pursuant
to the Share Consolidation, every ten (10) issued and unissued Class A ordinary shares of par value US$0.0001 each will be consolidated
into one (1) Class A ordinary share of par value US$0.001 each, and every ten (10) issued and unissued Class B ordinary shares of par
value US$0.0001 each will be consolidated into one (1) Class B ordinary share of par value US$0.001 each, and such consolidated shares
shall have the same rights and be subject to the same restrictions (save as to par value) as the existing shares of such class as set
out in the Company’s current memorandum and articles of association. No fractional shares will be issued in connection with the
Share Consolidation, and any fractional entitlements will be rounded up to the next whole share. Following completion of the Share Consolidation,
the Company’s authorized share capital will be US$500,000 divided into (a) 450,000,000 Class A ordinary shares of par value US$0.001
each and (b) 50,000,000 Class B ordinary shares of par value US$0.001 each.
The
Company will announce the market effective date of the Share Consolidation separately.
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.
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 20, 2026 |
By: |
/s/
Koh Kuan Hua |
| |
Name: |
Koh
Kuan Hua |
| |
Title: |
Chief
Executive Officer |
