Shareholders’ Equity |
6 Months Ended |
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Jun. 30, 2026 | |
| Equity [Abstract] | |
| Shareholders’ Equity | 10. Shareholders’ Equity
Ordinary shares
The Company was established under the laws of Cayman Islands on March 8, 2024. The authorized number of ordinary shares was shares, par value of US$ per share, consisting of (i) Class A ordinary shares with a par value of US$ each; and (ii) Class B ordinary shares with a par value of US$ each. On March 8, 2024, the Company issued Class B ordinary share with a par value of US$ each.
Each holder of Class A ordinary share is entitled to exercise one vote for each Class A ordinary held on any and all matters to be voted thereon in a general meeting of shareholders, and each holder of Class B ordinary share is entitled to exercise ten votes for each Class B ordinary share held on any and all matters to be voted thereon in a general meeting of shareholders. Each Class B ordinary share can be converted at the holder’s option into one Class A ordinary share whilst Class A ordinary shares cannot be converted into Class B ordinary shares. Holders of both Class A and Class B ordinary shares are entitled to receive dividends paid by the Company at the same rate and have equal rights to the surplus assets of the Company upon its liquidation, as stipulated in the Company’s Memorandum and Articles of Association. These shares rank pari passu in all other respects.
On September 3, 2024, the shareholder of the Company resolved to allot Class B ordinary shares with a par value of US$ each. Further on September 4, 2024, the holder of Class B ordinary shares converted Class B ordinary shares into Class A ordinary shares with par value of US$ each. Then on September 25, 2024, the holder of Class B ordinary shares further converted Class B ordinary shares into Class A ordinary shares with par value of US$ each. After the allotment of Class B ordinary shares and subsequent conversions into Class A ordinary shares, the Company has Class A ordinary shares and Class B ordinary shares in issue.
The Company considered the above allotment of Class B ordinary shares part of its recapitalization prior to the completion of its initial public offering. This allotment was solely intended to increase the number of shares and represented an adjustment to the Company’s share structure, aimed at realigning its capital structure to facilitate the subsequent issuance of new shares for the IPO. The shares were issued at par value, with no consideration paid. Therefore, the Company considers the allotment of Class B ordinary shares to be a share split. The Company believed that it is appropriate to reflect the above transactions on a retroactive basis pursuant to ASC 260, Earnings Per Share, ASC 505, Equity and SAB Topic 4C. All shares and per share amounts used herein and in the accompanying unaudited condensed consolidated financial statements have been retroactively restated to reflect the above transactions. By recognizing the above transactions on a retroactive basis, Class B ordinary shares were issued and outstanding as of June 30, 2024 and December 31, 2023.
Contrary to the allotment, the conversions of and Class B ordinary shares into Class A ordinary shares were accounted for prospectively and were recognized by the Company on September 4, 2024 and September 25, 2024 respectively.
On January 15, 2025, the Company consummated its initial public offering (“IPO”) of Class A Ordinary Shares. On February 4, 2025, the underwriter exercised the OA Option in full to purchase additional Class A Ordinary Shares from the Company.
Uni-Fuels Holdings Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
10. Shareholders’ Equity (continued)
Ordinary shares (continued)
During the year ended December 31, 2025, the Company allotted Class A ordinary shares with par value of US$ each to a consultant for services rendered. The shares were valued at $ per share, representing the fair value on the grant date. The transaction was accounted for as equity-classified share-based compensation. Total expense recognized for these services was $, which is included in General and administrative expenses.
On June 8, 2026, the shareholders, by a special resolution, approved the increase of authorised share capital of the Company from US$50,000 divided into Class A Ordinary Shares of US$ each and Class B Ordinary Shares of US$ each to US$500,000 divided into Class A Ordinary Shares of US$ each and Class B Ordinary Shares of US$ each by the creation of an additional Class A Ordinary Shares and Class B Ordinary Shares.
Additional paid-in capital
Additional paid-in capital constitute the capital transactions from shareholders that affected the shareholders’ equity of Uni-Fuels prior to the Reorganization during the year ended December 31, 2023. On June 6, 2023, Uni-Fuels issued and allotted additional ordinary shares, each with a par value of $, amounting to a total of $3,899,999. From the total consideration of $3,899,999 derived from this share allotment, $3,099,999 was offset by netting against the dividend distribution of $3,099,999 made by Uni-Fuels to its shareholder at that time. Meanwhile, the remaining balance of $800,000 was received in cash from the shareholder. The whole balance of $3,899,999 has been accounted for as capital contribution from shareholder in these unaudited condensed consolidated financial statements.
Accumulated other comprehensive income
The accumulated other comprehensive income comprises foreign currency differences arising from the translation of the financial statements of foreign operations.
Uni-Fuels Holdings Limited
Notes to Unaudited Condensed Consolidated Financial Statements
For the Six Months Ended June 30, 2026 and 2025
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