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Uni-Fuels holders approve new Cayman governance rules

Uni-Fuels Holdings Limited shareholders approved new Cayman constitutional documents and high-level implementation authorities at a September 2026 extraordinary general meeting.

(Neutral)
(Neutral)
Form Type
6-K

Rhea-AI Filing Summary

Uni-Fuels Holdings Limited (UFG) reports the results of an extraordinary general meeting of shareholders held on September 8, 2026. Shareholders voted on amendments to the company’s constitutional documents and related implementation authorities, with very high turnout based on the voting power of its dual-class share structure.

Proposal One, a special resolution to adopt a third amended and restated memorandum and articles of association, was approved, including changing the approval threshold for written ordinary resolutions from unanimity to a majority of total voting rights and adding an exclusive jurisdiction provision for certain Cayman Islands law and internal affairs claims. Proposals Two and Three, ordinary resolutions authorizing directors, the registered office service provider and the meeting chairman to implement and, if needed, adjourn the meeting, also passed; because Proposals One and Two were approved, the adjournment authority under Proposal Three was not used.

Positive

  • None.

Negative

  • None.
Class A Ordinary Shares outstanding 9,815,000 shares As of the August 18, 2026 record date, each with 1 vote
Class B Ordinary Shares outstanding 22,650,000 shares As of the August 18, 2026 record date, each with 100 votes
Votes present at meeting 2,265,125,122 votes Votes of ordinary shares present in person or by proxy at the September 8, 2026 meeting
Participation rate 99.57% of eligible votes Voting power represented at the extraordinary general meeting
Proposal One votes For 2,265,086,774 votes Special resolution to adopt the third amended and restated memorandum and articles
Proposal Two votes For 2,265,115,886 votes Ordinary resolution authorizing directors and registered office service provider
Proposal Three votes For 2,265,114,977 votes Ordinary resolution authorizing chairman to adjourn the meeting if necessary
extraordinary general meeting regulatory
"held the extraordinary general meeting of shareholders (the “Meeting”)."
special resolution regulatory
"Proposal One. As a special resolution, the Company to adopt"
A special resolution is a formal shareholder vote that requires a higher-than-normal majority—typically around three-quarters—to approve major corporate changes, such as altering the company’s governing rules, selling the business, or winding it up. It matters to investors because it signals decisive, potentially value-altering actions that cannot be passed by a simple majority; think of it as needing extra votes to change the rules of a club, so minority interests are harder to override.
ordinary resolution regulatory
"By an ordinary resolution that with respect to the matters"
An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.
exclusive jurisdiction regulatory
"provide for an exclusive jurisdiction for dispute resolution in respect of"
written resolution regulatory
"for the passing of ordinary resolutions of the Company by way of written resolution"

FAQ

What did UFG shareholders approve at the September 8, 2026 extraordinary general meeting?

Shareholders approved a third amended and restated memorandum and articles, changing written ordinary resolution thresholds and adding an exclusive jurisdiction clause, and passed two ordinary resolutions authorizing directors, the registered office service provider and the chairman to implement these changes and related matters.

How high was shareholder voting participation for UFG at the meeting?

There were 2,265,125,122 votes present in person or by proxy, representing 99.57% of the total eligible votes of Uni-Fuels Holdings Limited’s ordinary shares, which the company states constituted a quorum for the extraordinary general meeting.

What is UFG’s voting power structure for Class A and Class B Ordinary Shares?

On the August 18, 2026 record date, UFG had 9,815,000 Class A Ordinary Shares, each with 1 vote, and 22,650,000 Class B Ordinary Shares, each with 100 votes, giving Class B shares substantially higher voting power per share.

What change did UFG make to written ordinary resolution approval thresholds?

The new memorandum and articles provide that a written ordinary resolution is passed if signed by members representing a majority of total voting rights entitled to vote on it, replacing the prior requirement that such written resolutions be signed by all members entitled to vote.

What exclusive jurisdiction provision did UFG add in the new memorandum and articles?

The company added a provision to provide for an exclusive jurisdiction for dispute resolution in respect of certain Cayman law and internal affairs claims against Uni-Fuels Holdings Limited, subject to the carve-outs set out in the new memorandum and articles.

Why was UFG’s Proposal Three ultimately without effect?

Proposal Three authorized the chairman to adjourn the meeting if there were insufficient votes to approve Proposals One and Two. Because Proposals One and Two both received sufficient affirmative votes, Proposal Three, though approved, was reported as rendered without effect.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 September 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 September 8, 2026, Uni-Fuels Holdings Limited (the “Company”) held the extraordinary general meeting of shareholders (the “Meeting”).

 

On the record date, August 18, 2026, there were 9,815,000 Class A Ordinary Shares and 22,650,000 Class B Ordinary Shares outstanding. Each Class A Ordinary Share is entitled to one vote per share on all matters, and each Class B Ordinary Share is entitled to 100 votes per share on all matters.

 

There were 2,265,125,122 votes of ordinary shares of the Company present in person or by proxy at the Meeting, representing 99.57% of the total eligible votes, thereby constituting a quorum.

 

The final results for each of the matters submitted to a vote of the Company’s shareholders at the Meeting are as follows:

 

Proposal One. As a special resolution, the Company to adopt the third amended and restated memorandum and articles of association, in the form attached to the notice of meeting and proxy statement delivered to shareholders and dated August 21, 2026, in substitution for, and to the exclusion of, the Company’s existing amended and restated memorandum and articles of association, with immediate effect from the date of passing this resolution (the “Adoption of the 3rd AR M&A”), in order to reflect following:

 

(a) the amendment of the approval threshold for the passing of ordinary resolutions of the Company by way of written resolution, such that a written resolution of the members shall be passed as an ordinary resolution if it is signed by, or on behalf of, members representing a majority of the total voting rights of all the members who would be entitled to vote on that resolution, in substitution for the existing requirement that such written resolution be signed by all members entitled to vote, so as to permit ordinary resolutions to be passed in writing by the requisite majority rather than unanimously; and

 

(b) provide for an exclusive jurisdiction for dispute resolution in respect of certain Cayman law and internal affairs claims, subject to the carve-outs set out therein, against the Company.

 

Proposal One required the affirmative vote of not less than two-thirds of the votes cast by shareholders who, being entitled to do so, vote in person or by proxy at the Meeting.

 

For   Against   Abstain
2,265,086,774   37,264   1,084

 

Proposal Two. By an ordinary resolution that with respect to the matters duly approved under these resolutions at the Meeting:

 

(a) any one or more directors of the Company be and is/are hereby authorized to do all such acts and things and execute all such documents, which are ancillary to the Adoption of the 3rd AR M&A and other proposals under the foregoing resolutions, in each case only to the extent duly approved by shareholders and only for administrative or ancillary implementation purposes, and of administrative nature, on behalf of the Company, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing resolutions; and

 

(b) the registered office service provider of the Company be and is hereby authorized and instructed to make the necessary filings with the Registrar of Companies of the Cayman Islands in respect of the foregoing resolutions.

 

Proposal Two required the affirmative vote of a simple majority of the votes cast by such shareholders, being present and entitled to vote at the Meeting, voting in person or by proxy at the Meeting.

 

For   Against   Abstain
2,265,115,886   8,288   948

 

Proposal Three. By an ordinary resolution to authorize the chairman of the Meeting to adjourn the Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Meeting, there are not sufficient votes to approve Proposal One and Proposal Two.

 

Proposal Five required the affirmative vote of a simple majority of the votes cast by such shareholders, being present and entitled to vote at the Meeting, voting in person or by proxy at the Meeting.

 

For   Against   Abstain
2,265,114,977   9,347   798

 

As Proposals One and Two received sufficient affirmative votes for approval, Proposal Three, although also duly approved, was rendered without effect.

 

 

 

 

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: September 8, 2026 By: /s/ Koh Kuan Hua
  Name: Koh Kuan Hua
  Title: Chief Executive Officer

 

 

 

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