As filed with
the Securities and Exchange Commission on May 14, 2026
Registration
No. 333-268248
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT No. 1
to
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE SECURITIES
ACT OF 1933
UNITED STATES
GASOLINE FUND, LP
(Exact Name
of Registrant as Specified in Its Charter)
| |
|
|
|
|
| Delaware |
|
6770 |
|
20-8837263 |
(State
or Other Jurisdiction of
Incorporation or Organization) |
|
(Primary
Standard Industrial
Classification
Code Number) |
|
(I.R.S.
Employer
Identification
Number) |
| |
|
|
United
States Commodity Funds LLC
1850
Mt. Diablo Boulevard, Suite 640
Walnut
Creek, California 94596
510.522.9600 |
|
Daphne
G. Frydman
1850
Mt. Diablo Boulevard, Suite 640
Walnut
Creek, California 94596
510.522.9600 |
(Address,
Including Zip Code, and Telephone Number,
Including
Area Code, of Registrant’s Principal Executive Offices) |
|
(Name,
Address, Including Zip Code, and Telephone Number,
Including
Area Code, of Agent for Service) |
Copies
to:
Raymond A.
Ramirez, Esq.
Eric D. Simanek,
Esq.
Eversheds
Sutherland (US) LLP
700 Sixth
Street, N.W., Suite 700
Washington,
DC 20001-3980
202.383.0100
Approximate
date of commencement of proposed sale to the public: As soon as practicable after this registration statement becomes effective.
If the
only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the
following box. o
If any
of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box. x
If this
Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
o
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this
Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. x
Registration No. 333-268248
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the 1934 Act:
| Large accelerated filer o |
Accelerated filer
x |
| Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o |
| |
Emerging growth company
o |
| |
|
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. o
This Registration Statement shall
become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act
of 1933, as amended.
EXPLANATORY
NOTE
This Post-Effective
Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-268248) of United States Gasoline Fund, LP (the “Registration
Statement”) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”),
solely for the purpose of filing additional exhibits to the Registration Statement. Accordingly, this Post-Effective Amendment
No. 1 consists only of a facing page, this explanatory note and Part II of the Registration Statement setting forth the exhibits
to the Registration Statement. This Post-Effective Amendment No. 1 does not modify any other part of the Registration Statement.
Pursuant to Rule 462(d) under the Securities Act, this Post-Effective Amendment No. 1 shall become effective immediately
upon filing with the Securities and Exchange Commission. The contents of the Registration Statement are hereby incorporated by
reference.
PART
II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item
14. Other Expenses of Issuance and Distribution
Set forth
below is an estimate (except as indicated) of the amount of fees and expenses (other than underwriting commissions and discounts)
payable by the registrant in connection with the issuance and distribution of the units pursuant to the prospectus contained in
this registration statement.
| | |
Amount | |
| Amount SEC registration fee (actual) | |
$ | 0 | |
| NYSE Arca Listing Fee (actual) | |
$ | 0 | |
| FINRA filing fees (actual) | |
| N/A | |
| Blue Sky expenses | |
| N/A | |
| Auditor’s fees and expenses (estimate) | |
$ | 1 | |
| Legal fees and expenses (estimate) | |
$ | 20,000 | |
| Printing expenses (estimate) | |
$ | 1 | |
| Total | |
$ | 1 | |
| | |
| | |
| 1 | Because
an indeterminable amount of securities is covered by this registration statement, the
total expenses in connection with the issuance and distribution of the securities are,
therefore, not currently determinable. |
Item
15. Indemnification of Directors and Officers
Neither
USCF nor any employee or other agent of United States Gasoline Fund, LP (“UGA”) nor any officer, director, stockholder,
partner, employee or agent of USCF (a “Protected Person”) shall be liable to any partner or UGA for any mistake of
judgment or for any action or inaction taken, nor for any losses due to any mistake of judgment or to any action or inaction or
to the negligence, dishonesty or bad faith of any officer, employee, broker or other agent of UGA or any officer, director, stockholder,
partner, employee or agent of such General Partner, provided that such officer, director, stockholder, employee, broker or agent
of the partner or officer, employee, partner or agent of such General Partner was selected, engaged or retained by such General
Partner with reasonable care, except with respect to any matter as to which such General Partner shall have been finally adjudicated
in any action, suit or other proceeding not to have acted in good faith in the reasonable belief that such Protected Person’s
actions was in the best interests of UGA and except that no Protected person shall be relieved of any liability to which such
Protected Person would otherwise be subject by reason of willful misfeasance, gross negligence or reckless disregard of the duties
involved in the conduct of the Protected Person’s office. A General Partner and its officers, directors, employees or partners
may consult with counsel and accountants (except for UGA’s independent auditors) in respect of UGA affairs and be fully
protected and justified in any action or inaction which is taken in accordance with the advice or opinion of such counsel or accountants
(except for the Partnership’s independent auditors), provided that they shall have been selected with reasonable care. Notwithstanding
any of the foregoing to the contrary, this provision hereof shall not be construed so as to relieve (or attempt to relieve) a
General Partner (or any employee or other agent thereof or any partner, employee or agent of such General Partner) of any liability
to the extent (but only to the extent) that such liability may not be waived, modified or limited under applicable law, but shall
be construed so as to effectuate these provisions hereof to the fullest extent permitted by law.
UGA shall,
to the fullest extent permitted by law, but only out of UGA assets, indemnify and hold harmless a general partner and each officer,
director, stockholder, partner, employee or agent thereof (including persons who serve at UGA’s request as directors, officers
or trustees of another organization in which UGA has an interest as a Shareholder, creditor or otherwise) and their respective
Legal Representatives and successors (hereinafter referred to as a “Covered Person” against all liabilities and expenses,
including but not limited to amounts paid in satisfaction of judgments, in compromise or as fines and penalties, and counsel fees
reasonably incurred by any Covered Person in connection with the defense or disposition of any action, suit or other proceedings,
whether civil or criminal, before any court or administrative or legislative body, in which such Covered Person may be or may
have been involved as a party or otherwise or with which such person may be or may have been threatened, while in office or thereafter,
by reason of an alleged act or omission as a general partner or director or officer thereof, or by reason of its being or having
been such a general partner, director or officer, except with respect to any matter as to which such Covered Person shall have
been finally adjudicated in any such action, suit or other proceeding not to have acted in good faith in the reasonable believe
that such Covered Person’s action was in the best interest of UGA, and except that no Covered Person shall be indemnified
against any liability to UGA or limited partners to which such Covered Person would otherwise be subject by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered Person’s
office. Expenses, including counsel fees so incurred by any such Covered Person, may be paid from time to time by UGA in advance
of the final disposition of any such action, suit or proceeding on the condition that the amounts so paid shall be repaid to UGA
if it is ultimately determined that the indemnification of such expenses is not authorized hereunder.
As to any matter
disposed of by a compromise payment by any such Covered Person, pursuant to a consent decree or otherwise, no such indemnification
either for said payment or for any other expenses shall be provided unless such compromise shall be approved as in the best interests
of UGA, after notice that it involved such indemnification by any disinterested person or persons to whom the questions may be
referred by United States Commodity Funds LLC (“USCF”), the general partner, provided that there has been obtained
an opinion in writing of independent legal counsel to the effect that such Covered Person appears to have acted in good faith
in the reasonable belief that his or her action was in the best interests of UGA and that such indemnification would not protect
such persons against any liability to UGA or its limited partners to which such person would otherwise by subject by reason of
willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of office. Approval
by any disinterested person or persons shall not prevent the recovery from persons as indemnification if such Covered Person is
subsequently adjudicated by a court of competent jurisdiction not to have acted in good faith in the reasonable belief that such
Covered Person’s action was in the best interests of UGA or to have been liable to UGA or its limited partners by reason
of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of such Covered
Person’s office.
The right
of indemnification hereby provided shall not be exclusive of or affect any other rights to which any such Covered Person may be
entitled. An “interested Covered Person” is one against whom the action, suit or other proceeding on the same or similar
grounds is then or has been pending and a “disinterested person” is a person against whom none of such actions, suits
or other proceedings or another action, suit or other proceeding on the same or similar grounds is then or has been pending. Nothing
contained in this provision shall affect any rights to indemnification to which personnel of a general partner, other than directors
and officers, and other persons may be entitled by contract or otherwise under law, nor the power of UGA to purchase and maintain
liability insurance on behalf of any such person.
Nothing
in this provision shall be construed to subject any Covered Person to any liability to which he is not already liable under this
Agreement or applicable law.
Each
limited partner agrees that it will not hold any Affiliate or any officer, director, stockholder, partner, employee or agent of
any Affiliate of USCF liable for any actions of USCF or any obligations arising under or in connection with this Agreement or
the transactions contemplated hereby.
Item
16. Exhibits and Financial Statement Schedules
(a) Exhibits
Exhibit
No. |
|
Description |
| |
|
|
| 3.1(1) |
|
Certificate
of Limited Partnership of the Registrant. |
| |
|
|
| 3.2(8) |
|
Third
Amended and Restated Agreement of Limited Partnership. |
| |
|
|
| 3.3(5) |
|
Sixth
Amended and Restated Limited Liability Company Agreement of USCF. |
| |
|
|
| 5.1(16) |
|
Opinion
of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) relating to the legality of the Shares. |
| |
|
|
| 8.1(16) |
|
Opinion
of Eversheds Sutherland (US) LLP (formerly known as Sutherland Asbill & Brennan LLP) with respect to federal income tax
consequences. |
| |
|
|
| 10.1(6) |
|
Form
of Authorized Participant Agreement. |
| |
|
|
| 10.2(9) |
|
Amendment
Agreement to the Marketing Agent Agreement. |
| |
|
|
| 10.3(2) |
|
Third
Amendment to the Marketing Agent Agreement. |
| |
|
|
| 10.4(4) |
|
Third
Amendment to the License Agreement. |
| |
|
|
| 10.5(3) |
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Custodian
Agreement. |
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|
|
| 10.6(3) |
|
Administrative
Agency Agreement. |
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|
|
| 10.7(7) |
|
Marketing
Agent Agreement. |
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|
|
| 10.8(9) |
|
Amendment
Agreement to the Marketing Agent Agreement. |
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|
|
| 10.9(15) |
|
Amendment
No. 2 to the Marketing Agent Agreement. |
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|
|
| 10.11(2) |
|
Amendment
No. 3 to the Marketing Agent Agreement. |
| |
|
|
| 10.12(11) |
|
Amendment
No. 4 to the Marketing Agent Agreement. |
| |
|
|
| 10.13(10) |
|
Form
of Futures and Cleared Derivatives Transactions Customer Account Agreement with RBC Capital Markets LLC. |
| |
|
|
| 10.14(12) |
|
Form
of Commodity Futures Customer Agreement with RCG Division of Marex Spectron. |
| |
|
|
| 10.15(13) |
|
Form
of Customer Agreement with E D & F Man Capital Markets Inc. |
| |
|
|
| 10.16(14) |
|
Form
of Customer Agreement with Macquarie Futures USA LLC. |
| |
|
|
| 10.17(3) |
|
Form
of Transfer Agency and Service Agreement with The Bank of New York Mellon. |
| |
|
|
| 23.1(16) |
|
Consent of Eversheds Sutherland (US) LLP
(incorporated by reference to exhibit numbers 5.1 and 8.1 hereto). |
| |
|
|
| 23.2* |
|
Consent of independent registered public accounting firm. |
* Filed herewith.
| (1) |
|
Incorporated by reference to
Registrant’s Registration Statement on Form S-1(File No. 333-142206), filed on April 18, 2007. |
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|
| (2) |
|
Incorporated by reference to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2012, filed on March 13, 2013. |
| |
|
|
| (3) |
|
Incorporated by reference to Registrant’s
Registration Statement on Form 8-K, filed on March 30, 2020. |
| |
|
|
| (4) |
|
Incorporated by reference to the Registrant’s
Current Report on Form 8-K, filed on October 24, 2011.. |
| |
|
|
| (5) |
|
Incorporated by reference to Registrant’s
Annual Report on Form 10-K for the year ended December 31, 2015, filed on March 11, 2016. |
| |
|
|
| (6) |
|
Incorporated by reference to Post-Effective
Amendment No. 2 to the Registration Statement on Form S-1 (File No. 333-195419) filed on March 31, 2016. |
| |
|
|
| (7) |
|
Incorporated by reference to Registrant’s
Registration Statement on Form S-1 (File No. 333- 162717) filed on October 28, 2009. |
| |
|
|
| (8) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on December 15, 2017. |
| |
|
|
| (9) |
|
Incorporated by reference to the Registrant’s
Quarterly Report on Form 10-Q for the Quarter ended September 30, 2009, filed on November 16, 2009. |
| |
|
|
| (10) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on October 10, 2013. |
| |
|
|
| (11) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on October 3, 2022. |
| |
|
|
| (12) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on May 29, 2020. |
| |
|
|
| (13) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on June 9, 2020. |
| |
|
|
| (14) |
|
Incorporated by reference to Registrant’s
Current Report on Form 8-K, filed on December 7, 2020. |
| |
|
|
| (15) |
|
Incorporated by reference to Registrant’s
Quarterly Report on Form 10-Q for the Quarter ended June 30, 2012, filed on August 9, 2012. |
| |
|
|
| (16) |
|
Incorporated by reference to Registrant’s
Registration Statement on Form S-3 (File No. 333-268248) filed on November 8, 2022. |
| |
|
|
(b) Financial
Statement Schedules
The financial
statement schedules are either not applicable or the required information is included in the financial statements and footnotes
related thereto.
Item
17. Undertakings
(a) The
undersigned registrant hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii)
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change
in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective
registration statement;
(iii)
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided,
however, that paragraphs (a)(1)(i), (a)(1)(ii) and (a)(1)(iii) of this section do not apply if the registration statement
is on Form S–1 and the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
(4)
That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the registrant is subject to Rule 430C (§230.430C of this chapter), each prospectus filed pursuant to Rule 424(b) as part
of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A (§230.430A of this chapter), shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement
or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference
into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such document immediately prior to such date of first use.
(5)
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial
distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned
registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser,
if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424 (§230.424 of this chapter);
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
(b) The
undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and,
where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange
Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court
of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 1 to the registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Walnut Creek, State of California, on
May 14, 2026.
| |
United
States Gasoline Fund, LP |
|
| |
|
|
|
| |
By |
|
United
States Commodity Funds LLC
as General Partner |
| |
|
|
|
| |
By |
|
/s/
John P. Love |
| |
|
|
John
P. Love
President and Chief Executive Officer |
| |
|
|
|
|
Pursuant to the
requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to the registration statement has been signed
by the following persons in the capacities and on the dates indicated. The document may be executed by signatories hereto on any
number of counterparts, all of which shall constitute one and the same instrument.
| Signature |
|
Title |
|
Date |
| |
|
|
|
|
| /s/ John
P. Love |
|
President and Chief Executive Officer |
|
May 14, 2026 |
| John P. Love |
|
(Principal Executive Officer) and Management
Director |
|
|
| |
|
|
|
|
| /s/ Stuart
P. Crumbaugh |
|
Chief Financial Officer |
|
May 14, 2026 |
| Stuart P. Crumbaugh |
|
(Principal Financial and Accounting Officer)
and Management Director |
|
|
| |
|
|
|
|
| * |
|
Management Director |
|
May 14, 2026 |
| Kathryn D. Rooney |
|
|
|
|
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|
|
|
|
| * |
|
Management Director |
|
May 14, 2026 |
| Robert L. Nguyen |
|
|
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|
| |
|
|
|
|
| * |
|
Independent Director |
|
May 14, 2026 |
| Peter M. Robinson |
|
|
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|
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|
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|
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| * |
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Independent Director |
|
May 14, 2026 |
| Gordon L. Ellis |
|
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|
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|
|
|
|
| * |
|
Independent Director |
|
May 14, 2026 |
| Malcolm R. Fobes III |
|
|
|
|
| *By: |
/s/ John P. Love |
|
| |
John P. Love |
|
| |
(pursuant to a power of attorney signed by each individual on March 20, 2023) |
