references to “we,” “us,” “our,” “company” or “our company” refer to United Refining Energy Corp.;

references to “business combination” mean our initial acquisition of one or more assets or operating businesses with a fair market value of at least 80.0% of our net assets held in the trust account (exclusive of Maxim Group LLC’s deferred underwriting compensation plus interest thereon held in the trust account) at the time of the acquisition through a merger, capital stock exchange, asset or stock acquisition, exchangeable share transaction, joint venture or other similar business combination, pursuant to which we will require that a majority of the shares of common stock voted by the public stockholders are voted in favor of the acquisition and one share less than 30.0% of the public stockholders both exercise their redemption rights and vote against the proposed acquisition;

references to “existing stockholder” are to our sole stockholder before this offering, which is also our sponsor, United Refining, Inc.;

references to “private placement” are to the sale of 10,000,000 warrants to our sponsor at a price of $1.00 per warrant, for an aggregate purchase price of $10,000,000, in a private placement that will occur immediately prior to the consummation of this offering;

references to “public stockholders” are to the holders of common stock sold as part of the units in this offering or acquired in the aftermarket, including any existing stockholder to the extent they acquire such shares (and solely with respect to such shares);

references to our “sponsor” are to United Refining, Inc., a Delaware corporation which is a wholly-owned subsidiary of United Acquisition Corp., a Delaware corporation, which in turn is a wholly-owned subsidiary of Red Apple Group, Inc., a Delaware corporation wholly-owned by John A. Catsimatidis, Chairman of our board of directors and our Chief Executive Officer;

references to “insider warrants” are to the warrants to purchase an aggregate of 10,000,000 shares of our common stock being purchased by our sponsor in the private placement;

references to a “target business” are to one or more operating businesses which, after completion of this offering, we may target for a potential business combination; and

unless expressly stated to the contrary, the information in this prospectus assumes that the underwriters will not exercise its over-allotment option.

Our Chairman and Chief Executive Officer, John A. Catsimatidis, is the Chairman of the Board and Chief Executive Officer of Red Apple Group, Inc., a diversified holding company with interests in the energy industry, supermarkets, airplanes and finance. Mr. Catsimatidis founded Red Apple Supermarkets, a single neighborhood grocery store in 1968. Through internal growth and a series of acquisitions, Mr. Catsimatidis has grown the operation, under the brand name “Gristedes,” into Manhattan’s largest supermarket chain. Mr. Catsimatidis is also currently the Chairman of the Board and Chief Executive Officer of United Refining Company, a wholly-owned subsidiary of our sponsor and an integrated refiner and marketer of petroleum products in western New York and northwestern Pennsylvania with revenues for the fiscal year ending August 31, 2006 in excess of $2.4 billion. Mr. Catsimatidis has held these positions for over 20 years, when his wholly-owned company, United Acquisition Corp., purchased United Refining Company’s parent, United Refining, Inc., which is our sponsor, while United Refining Company was in bankruptcy proceedings. Mr. Catsimatidis negotiated a plan of reorganization paying creditors 100% of their proven claims plus post-petition interest. Additionally, he served as President of United Refining Company from February 1986 until September 1996.

Our President and a director of our company, Myron L. Turfitt, is currently President and Chief Operating Officer of United Refining Company, and has held these positions since September 1996, and has held several offices at United Refining Company since 1981. Mr. Turfitt is a CPA with over 30 years of financial and operations experience in all phases of the petroleum business including exploration and production, refining and retail marketing. His experience covers both fully-integrated major oil companies and large independents.

Our Chief Financial Officer, James E. Murphy, is currently Chief Financial Officer of United Refining Company and has held this position since 1997. He has held other accounting and internal auditing

positions with United Refining Company, including Vice President—Finance and Director of Internal Auditing. Mr. Murphy is a CPA, and prior to joining United Refining Company, had over 15 years experience in accounting and auditing with banking, public accounting and manufacturing companies.

Our Secretary, John R. Wagner, is currently the Vice President, General Counsel and Secretary to each of United Refining Company, United Acquisition Corp., and to certain of its subsidiaries, and has held these positions since 1997. Prior to joining United Refining Company, Mr. Wagner served as Counsel to Dollar Bank, F.S.B. from 1988 to 1997.

Our director, Theodore P. Nikolis, has been a director since July, 2007. He is currently Senior Counsel to The Royal Bank of Scotland (LSE: RBS), and has held this position since 2005. Approximately 20 years ago, Mr. Nikolis began his involvement in the electric power sector as a project finance attorney at the firm of Chadbourne & Parke. From January 2000 to October 2005, Mr. Nikolis was a principal of Nikolis & Associates, LLC, a consulting firm focused on distressed debt providing turnaround strategies, debt restructuring, collateral sales and bankruptcy options for the maximization of asset and/or collateral value in distressed situations. From January 2003 to October 2005, Mr. Nikolis was also a member of Odysseus Energy Inc., a private equity group targeting distressed electric generating facilities. From March 1998 to January 2000, Mr. Nikolis managed the closure of Coutts & Co.’s New York office, the private banking subsidiary of NatWest. Mr. Nikolis previously managed the short term operation, financial restructuring and ultimate liquidation of over $1 billion of distressed co-generation and independent power production facilities.

None of our officers and directors are required to commit their full time to our affairs and, accordingly, they will have conflicts of interest in allocating management time among their various business activities, including those related to United Refining, Inc.

Our officers and directors may, in the future, become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company.

In the course of their business activities for United Refining, Inc. or any of the other companies diagramed above, our common officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as to such other company. They may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For this reason, we have entered into a business opportunity right of first refusal agreement with each of such companies, the terms of which are discussed further below.

Other than with respect to the business combination, we have not adopted a policy that expressly prohibits our directors, officers, securityholders or affiliates from having a direct or indirect pecuniary interest in any investment to be acquired or disposed or by us in any transaction to which we are a party or have an interest. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such parties may have an interest in certain transactions in which we are involved, and may compete with us.

Since United Refining, Inc. owns shares of our common stock and insider warrants that will be released from escrow only if a business combination is successfully completed and owns warrants which will expire worthless if a business combination is not consummated, our board of directors may have a conflict of interest in determining whether a particular target business is appropriate to effect a business combination. The financial interests of United Refining, Inc. may influence the motivation of our common officers and directors in identifying and selecting a target business, timely completing a business combination and securing the release of United Refining, Inc.’s stock from escrow.

Approximately $10,025,000 of United Refining, Inc.’s investment in us will be lost if we do not consummate a business combination. This amount is comprised of consideration paid for the founding shares (which do not have liquidation rights) and insider warrants. These amounts are in addition to (i) a maximum of $15,000 in fees and expenses for our dissolution and liquidation, which United Refining, Inc. has agreed to pay in the event we do not have sufficient funds outside of the trust account to pay for such expenses, and (ii) claims made against the trust account by creditors who have not executed waivers of claims.

Because it is possible that our chairman and one or more of our independent directors may continue to serve on our board of directors after the consummation of our initial business combination, and such

individuals may be paid fees for their services, the financial interest of such individuals may influence their motivation when determining whether a particular business combination is on our shareholders’ best interest and securing payment of such fees.

Upon consummation of the offering, United Refining, Inc. will own 20.0% of our common stock, which significant ownership interest may dissuade potential acquirers from seeking control of us after we complete our initial business combination and buying our common stock at a price that our stockholders may deem beneficial.

We will have the first opportunity to consider any business opportunities meeting our 80.0% threshold requirements in any industry or business except with respect to transactions primarily involving the purchase of retail operations or the sale or lease of real estate in connection therewith.

United Refining, Inc. Red Apple Group, Inc., United Acquisition Corp. and United Refining Company will have the first opportunity to consider any business opportunities with respect to transactions primarily involving the purchase of retail operations or the sale or lease of real estate in connection therewith.

Securities offered:

40,000,000 units, at $10.00 per unit, each unit consisting of:

one share of common stock; and

one warrant.

Trading commencement and separation of common stock and warrants:

The units will begin trading on or promptly after the date of this prospectus. Each of the common stock and warrants shall trade separately on the 10^th day following the earlier to occur of: (i) the expiration of the underwriters’ over-allotment option or (ii) its exercise in full.

In no event will the common stock and warrants begin to trade separately until we have filed a Current Report on Form 8-K with the Securities and Exchange Commission, or SEC, containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file this Current Report on Form 8-K after the consummation of this offering, which is anticipated to take place three business days from the date of this prospectus. The audited balance sheet will include proceeds we receive from the exercise of the over-allotment option if the over-allotment option is exercised prior to the filing of the Current Report on Form 8-K. If the over-allotment option is exercised following the initial filing of such Form 8-K, a second or amended Form 8-K will be filed to provide updated information reflecting the exercise of the over-allotment option. For more information, see “Description of Securities—Units.”

Following the date that the common stock and warrants are eligible to trade separately, the units will continue to be listed for trading, and any securityholder may elect to break apart a unit and trade the common stock or warrants separately or as a unit. Even if the component parts of the units are broken apart and traded separately, the units will continue to be listed as a separate security, and consequently, any subsequent securityholder owning common stock and warrants may elect to combine them together and trade them as a unit. Securityholders will have the ability to trade our securities as units until such time as the warrants expire or are redeemed.

Common stock:

Number outstanding before this offering:

10,000,000 shares

Number to be outstanding after this offering:

50,000,000 shares

Warrants:

Number outstanding before this offering and private placement:

0 warrants

Number to be outstanding after this offering and private placement:

50,000,000 warrants

Exercisability:

Each warrant is exercisable for one share of common stock.

Exercise price:

$7.50

None of the warrants may be exercised until after the consummation of our business combination and, thus, after the funds in the trust account have been disbursed. Accordingly, the warrant exercise price will be paid directly to us and not placed in the trust account.

Exercise period:

The warrants will be exercisable only if we provide for an effective registration statement covering the shares of common stock underlying the warrants. The warrants will become exercisable on the later of:

the completion of a business combination , or

[                    ], 2008 [one year from the effective date of the registration statement]

The warrants will expire at 5:00 p.m., New York City time, on [                    ], 2011[four years from the effective date of the registration statement] or earlier upon redemption.

Redemption:

We may redeem the outstanding warrants (including any warrants issued upon exercise of the representative’s unit purchase option):

in whole and not in part,

at a price of $0.01 per warrant at any time after the warrants become exercisable,

upon not less than 30 days prior written notice of redemption, and

if, and only if, the last sales price of our common stock equals or exceeds $14.25 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption.

The redemption provisions for our warrants have been established at a price which is intended to provide warrant holders a premium to the initial warrant exercise price and to provide a degree of liquidity to cushion the market reaction, if any, to our redemption call. There can be no assurance, however, that the price of the common stock will exceed either the redemption price of $14.25 or the warrant exercise price of $7.50 after we call the warrants for redemption and the price may in fact decline as a result of the limited liquidity following any such call for redemption.

None of the warrants issued in the private placement are redeemable while held by the initial stockholder or its permitted assigns.

Private Placement and additional investment:

Our sponsor has agreed to purchase 10,000,000 warrants, or insider warrants, prior to the consummation of the offering at the price of $1.00 per warrant for a total of $10,000,000, all of which are to be financed from the sponsor’s funds and not from borrowed funds. The purchase price of the insider warrants will be added to the proceeds from this offering to be held in the trust account pending our completion of a business combination. If we do not complete a business combination that meets the criteria described in this prospectus, then the $10,000,000 purchase price of the insider warrants will become part of the amount payable to our public stockholders upon the liquidation of our trust account and the insider warrants will become worthless. See “Proposed Business—Effecting a business combination—Liquidation if no business combination” below.

The insider warrants have terms and provisions that are identical to the warrants being sold in this offering, respectively, except that (i) the insider warrants will not have a claim to the funds held in the trust account, (ii) the insider warrants are being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable only after they are registered pursuant to a registration rights agreement to be signed on or before the date of this prospectus, (iii) the insider warrants will be nonredeemable so long as they are held by our sponsor or its permitted assigns and (iv) the insider warrants are exercisable on a “cashless” basis at any time after they become exercisable if held by our sponsor or its permitted assigns. The transfer restriction does not apply to transfers made pursuant to registration or an exemption that are occasioned by operation of law or for estate planning purposes, while remaining in escrow.

If any of our officers or directors or our sponsor acquire units or warrants for their own account in the open market, any such warrants or the warrants included in those units will be redeemable. If our other outstanding warrants are redeemed and the price of our common stock rises following such redemption, the holder of the insider warrants could potentially realize a larger gain on exercise or sale of those warrants than is available to other warrant holders, although there is no assurance the price of our common stock would increase following a warrant redemption. We have elected to make the insider warrants non-redeemable in order to provide the sponsor a potentially longer exercise period for those warrants because it will bear a higher risk than that of public warrantholders due to the fact the insider warrants are subject to transfer restrictions and to a longer holding period than that of the public warrantholders, and also to loss of investment upon liquidation, as described in the preceding paragraph. If the price of our common stock declines in periods subsequent to a warrant redemption and the sponsor who initially acquired these insider warrants from us continues to hold the insider warrants, the value of those insider warrants still held by the sponsor may also decline.

Our sponsor has the option to purchase from us in a private placement, which we may refer to as the “additional investment”, that would occur, if the option is exercised, immediately prior to our consummation of a business combination, which shall be subsequent to the signing of a definitive business combination agreement and the approval of that business combination by a majority of our public stockholders, up to 1,000,000 units identical to the units offered herein at a purchase price equal to the initial offering price of $10.00 per unit. Our sponsor has agreed not to transfer, assign, or sell any of the option, the units or the common stock or warrants included in these units (including the common stock to be issued upon exercise of these warrants), except as stated below, until one year after we consummate a business combination. The warrants issued in this additional investment will be identical to the insider warrants issued in the private placement.

Although the additional investment units, if purchased at the option of our sponsor, will be identical to the units sold in this offering, the proceeds from the sale of the additional units will not be received by us until immediately prior to our consummation of a business combination, and therefore these proceeds will not be deposited into the trust account and will not be available for distribution to our public stockholders in the event of a liquidating distribution.

No commissions, fees or other compensation will be payable in connection with th