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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-K/A

(Amendment No. 2)

(Mark One)

 

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended May 31, 2023

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _______ to _______

 

Commission file number: 000-50612

 

UNIQUE LOGISTICS INTERNATIONAL, INC.
(Exact Name of registrant as specified in its charter)

 

Nevada   01-0721929
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
     
154-09 146th Ave, Jamaica, NY   11434
(Address of principal executive offices)   (Zip Code)

 

Tel: (718) 978-2000

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Act:

 

Title of each class   Trading symbol(s)   Name of exchange on which registered
None   None   None

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, par value $0.001 per share

(Title of class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 

Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

 

Yes ☐ No ☒

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

 

Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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 Exchange Act.

 

  Large accelerated filer ☐ Accelerated filer ☐
  Non-accelerated filer ☒ Smaller reporting company ☒
      Emerging growth company ☐

 

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 pursuant to Section 13(a) of the Exchange Act. ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

 

Yes ☐ No ☒

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant, as of the last business day of the registrant’s most recently completed second fiscal quarter ended November 30, 2022 was $19,179,402.

 

As of September 15, 2023, there were 799,141,770 shares of the registrant’s common stock outstanding.

 

Audit Firm Id   Auditor Name:   Auditor Location:
688   Marcum LLP   New York, NY

 

 

 

 
 

 

EXPLANATORY NOTE

 

Unique Logistics International, Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 2 (this “Second Amendment”) to its Annual Report on Form 10-K for the year ended May 31, 2023, as filed with the Securities and Exchange Commission on September 15, 2023 (the “Original Form 10-K”) and as amended by Amendment No. 1 to the Original Form 10-K filed on September 22, 2023, for the purpose of amending the beneficial ownership table contained in Part III, Item 12.

 

Accordingly, this Second Amendment consists only of the facing page, this explanatory note, Item 12, the signature pages to Form 10-K and the applicable exhibits. The Original Form 10-K and Amendment No. 1 thereto are otherwise unchanged. This Second Amendment should be read in conjunction with the Original Form 10-K and Amendment No. 1 thereto. Further, this Second Amendment does not reflect any subsequent events occurring after the filing date of the Original Form 10-K and does not modify or update in any way the disclosures made in the Original Form 10-K or Amendment No. 1 thereto except as described above.

 

Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Second Amendment contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.

 

2
 

 

TABLE OF CONTENTS

 

PART III 4
     
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. 4
     
PART IV 5
   
ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 5

 

3
 

 

PART III

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

 

The following table sets forth, as of September 14, 2023, the number of shares of Common Stock owned by (i) each person who is known by us to own of record or beneficially 5% or more of the outstanding shares of Common Stock, (ii) each of our directors, (iii) each of our executive officers, and (iv) all of our directors and executive officers as a group. The address of our directors and officers is c/o Unique Logistics Holdings, Inc. at 154-09 146th Ave, Jamaica, NY 11434.

 

Beneficial ownership has been determined in accordance with the rules of the SEC and is calculated based on 799,141,770 shares of Common Stock issued and outstanding as of September 14, 2023. Shares of Common Stock subject to options, warrants, shares of Preferred Stock or other securities convertible into Common Stock that are currently exercisable or convertible, or exercisable or convertible within 60 days of September 14, 2023, are deemed outstanding (i) without regard to the fact that the Company is limited to 800,000,000 authorized shares of Common Stock and (ii) for computing the percentage of the person holding the option, warrant, preferred stock, or convertible security but not for computing the percentage of any other person.

 

The holders of Series A Preferred Stock and Series B Preferred Stock reflected in the table below vote together with the holders of the Common Stock on an as converted basis on each matter submitted to a vote of holders of Common Stock. With respect to the Series C Convertible Preferred Stock and the Series D Convertible Preferred Stock, Unique Logistics may not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the applicable series, (i) disproportionally alter or change adversely the powers, preferences or rights given to, or alter or amend the Certificate of Designations of, such Series of Preferred Stock, (ii) amend its certificate of incorporation or other charter documents in any manner that disproportionally adversely affects any rights of the holders of such series of Preferred Stock, (iii) increase or decrease the number of authorized shares of such series of Preferred Stock or (iv) enter into any agreement with respect to any of the foregoing. Otherwise, holders of Series C Convertible Preferred Stock and Series D Convertible Preferred Stock have no voting rights except as required by law.

 

Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment power with respect to all shares of Common Stock that they beneficially own, except to the extent that power may be shared with a spouse.

 

Name and Address of Beneficial Owner 

Total Shares

Beneficially

Owned

  

% of Unique

Logistics

Common Stock

Outstanding

 
5% Beneficial Stockholders          
Great Eagle Freight Limited(1)   1,002,015,791    55.6%
3a Capital Establishment(2)   939,343,295    54.0%
Trillium Partners LP(3)   939,343,295    54.0%
Douglas Tabor(4)   43,878,000    5.5%
           
Officers and Directors          
Sunandan Ray(5)   4,693,413,109    91.3%
David Briones(6)   130,929,400    14.1%
Patrick Lee   601,209    0.1%
Eli Kay   —    — 
Migdalia Diaz   —    — 
           
Officers and Directors as a Group (5 persons)   4,824,943,718    91.0%

 

(1) Great Eagle Freight Limited beneficially owns no shares of Common Stock and 153,062 shares of Series B Preferred Stock that convert at a rate of 6,546.47 shares Common Stock for every one share of Series B Preferred Stock. Mr. Richard Chi Tak Lee has sole voting and dispositive power over the shares of Common Stock beneficially owned by Great Freight Limited.
(2) Represents the maximum number of shares of Common Stock that 3a can beneficially control under a contractually stipulated 9.99% ownership restriction. 3a beneficially owns no shares of Common Stock and 180 shares of Series D Convertible Preferred Stock that convert at a rate of 6,283,080 shares of Common Stock for every one share of Series D Convertible Preferred Stock. Nicola Feuerstein has sole voting and dispositive power over the shares of Common Stock beneficially owned by 3a.
(3) Represents the maximum number of shares of Common Stock that Trillium can beneficially control under a contractually stipulated 9.99% ownership restriction. Trillium beneficially owns no shares of Common Stock and 195 shares of Series C Convertible Preferred Stock that convert at a rate of 6,283,080 shares of Common Stock for every one share of Series C Convertible Preferred Stock. Stephen M. Hicks has sole voting and dispositive power over the shares of Unique Logistics Common Stock beneficially owned by Trillium.
(4) Douglas Tabor reported in a Schedule 13G filed with the SEC on February 15, 2023, that he has sole voting and investment power of 40,878,000 shares of Common Stock and shared voting and dispositive power with Texas Time Express, Inc., a Texas corporation, of 3,000,000 shares of Common Stock. Mr. Tabor is the President of Texas Time Express, Inc.
(5) Sunandan Ray owns 322,086,324 shares of Common Stock and 667,738 shares of Series B Preferred Stock that convert at a rate of 6,546.47 shares of Common Stock for every one share of Series B Preferred Stock.
(6) David Briones owns no shares of Common Stock and 20,000 shares of Series A Convertible Stock that convert at a rate of 6,546.47 shares of Common Stock for every one share of Series A Preferred Stock.

 

4
 

 

PART IV

 

Item 15. Exhibits and Financial Statement Schedules.

 

a. Exhibits

 

(a) Exhibits.

 

Exhibit       Incorporated by Reference   Filed or Furnished
Number   Exhibit Description   Form   Exhibit   Filing Date   Herewith
                     
2.1   Agreement and Plan of Merger and Reorganization, dated October 8, 2020   8-K   2.1   10/13/2020    
2.2   Agreement and Plan of Merger dated as of December 18, 2022, by and among Edify Acquisition Corp., Edify Merger Sub, Inc., and Unique Logistics International, Inc.  

8-K

  

2.1

  

12/19/2022

    
3.1   Certificate of Designation of Series A Preferred of Innocap, Inc., dated October 7, 2020   8-K   3.1   10/13/2020    
3.2   Certificate of Designation of Series B Preferred of Innocap, Inc., dated October 7, 2020   8-K   3.2   10/13/2020    
3.3   Certificate of Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 7, 2021   8-K   3.1   12/13/2021    
3.4   Certificate of Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 7, 2021   8-K   3.2   12/13/2021    
3.5   Certificate of Correction to Certificate Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 8, 2021   8-K   3.3   12/13/2021    
3.6   Certificate of Correction to Certificate Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 8, 2021   8-K   3.4   12/13/2021    
3.7   Certificate of Correction to Certificate Designation of Series C Convertible Preferred Stock of Unique Logistics International, Inc., dated December 15, 2021   10-Q   3.5   01/14/2022    
3.8   Certificate of Correction to Certificate Designation of Series D Convertible Preferred Stock of Unique Logistics International, Inc., dated December 15, 2021   10-Q   3.6   01/14/2022    
3.9   Amended and Restated Articles of Incorporation   8-K   3.1   01/14/2021    
3.10   Amended and Restated Bylaws   8-K   3.1   11/09/2021    
3.11   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on April 26, 2022   8-K   3.1   04/29/2022    
3.12   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022   8-K   3.1   10/07/2022    
3.13   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022   8-K   3.2   10/07/2022    
3.14   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on October 4, 2022   8-K   3.3   10/07/2022    
3.15   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023   10-Q   3.1   04/20/2023    
3.16   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023   10-Q   3.2   04/20/2023    
3.17   Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on March 31, 2023   10-Q   3.3   04/20/2023    
4.1   Description of Securities   10-K/A   4.1   09/22/2023  

 

 

5
 

 

10.1   Stock Purchase Agreement, dated April 28, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.1   09/19/2022    
10.2   Share Sale and Purchase Agreement (Unique Logistics International (India) Private Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.2   09/19/2022    
10.3   Share Sale and Purchase Agreement (ULI (North & East China) Company Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.3   09/19/2022    
10.4   Share Sale and Purchase Agreement (Unique Logistics International Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.4   09/19/2022    
10.5   Share Sale and Purchase Agreement (TGF Unique Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.5   09/19/2022    
10.6   Share Sale and Purchase Agreement (Unique Logistics International (H.K.) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.6   09/19/2022    
10.7   Share Sale and Purchase Agreement (Unique Logistics International (Vietnam) Co., Ltd.), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.7   09/19/2022    
10.8   Share Sale and Purchase Agreement (Unique Logistics International (ULI (South China)) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.8   09/19/2022    
10.9   Share Sale and Purchase Agreement (Unique Logistics International (South China) Limited), dated September 13, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.9   09/19/2022    
10.10   Amendment No. 1 to Stock Purchase Agreement, dated January 23, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.   8-K   10.1   02/27/2023    
10.11   Amendment No. 2 to Stock Purchase Agreement, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.   8-K   10.2   02/27/2023    
10.12   Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (India) Private Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.  

 

 

8-K

   10.3   02/27/2023    
10.13   Amendment No. 1 to the Share Sale and Purchase Agreement for ULI (North & East China) Company Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.4   02/27/2023    

 

6
 

 

10.14   Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International Co., Ltd., dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.5   02/27/2023    
10.15   Amendment No. 1 to the Share Sale and Purchase Agreement TGF Unique Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.6   02/27/2023    
10.16   Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (H.K.) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.7   02/27/2023    
10.17   Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (Vietnam) Co., Ltd., dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.8   02/27/2023    
10.18   Amendment No. 1 to the Share Sale and Purchase Agreement for Unique Logistics International (South China) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.9   02/27/2023    
10.19   Amendment No. 1 to the Share Sale and Purchase Agreement for ULI (South China) Limited, dated February 21, 2023, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.10   02/27/2023    
10.20   Promissory Note in the principal amount of $1,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.11   02/27/2023    
10.21   Promissory Note in the principal amount of $4,500,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.12   02/27/2023    
10.22   Promissory Note in the principal amount of $5,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.13   02/27/2023    
10.23   Promissory Note in the principal amount of $5,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.14   02/27/2023    
10.24   Promissory Note in the principal amount of $2,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.15   02/27/2023    
10.25   Promissory Note in the principal amount of $1,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.16   02/27/2023    
10.26   Promissory Note in the principal amount of $2,500,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.17   02/27/2023    
10.27   Promissory Note in the principal amount of $2,000,000, dated February 21, 2023, in favor of Unique Logistics Holdings Limited   8-K   10.18   02/27/2023    
10.28   Stock Purchase Agreement, dated February 21, 2023, by and between Unique Logistics International, Inc. and Frangipani Trade Services, Inc.   8-K   10.19   02/27/2023    
10.29   Promissory Note in the principal amount of $500,000, dated February 21, 2023, in favor of Frangipani Trade Services, Inc.   8-K   10.20   02/27/2023    
10.30   Shareholders Agreement for ULI (South China) Company Limited   8-K   10.21   02/27/2023    
10.31   Shareholders Agreement for TGF Unique Limited   8-K   10.22   02/27/2023    

 

7
 

 

10.32   Share Purchase and Asset Transfer Agreement for ULI (North and East China) Company Limited and Supplement   8-K   10.23   02/27/2023    
10.33   Financing Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistics Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Alter Domus (US) LLC, CB Agent Services LLC, CB Participations SPV, LLC, and CP IV SPV, LLC   8-K   10.1   03/14/2023    
10.34   Fee Letter, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Alter Domus (US) LLC, and CB Agent Services LLC   8-K   10.2   03/14/2023    
10.35   Security Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., and Alter Domus (US) LLC   8-K   10.3   03/14/2023    
10.36   Collateral Assignment, dated March 10, 2023, by and among Unique Logistics International, Inc. and Alter Domus (US) LLC   8-K   10.4   03/14/2023    
10.37   Intercompany Subordination Agreement, dated March 10, 2023, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., Unique Logistics International (India) Private Ltd., ULI (North & East China) Company Limited, Unique Logistics International (H.K.) Limited, ULI (South China) Limited, Unique Logistics International (South China) Limited, Unique Logistics International (Shanghai) Co., Ltd., Shenzhen Unique logistics International Limited, and Alter Domus (US) LLC   8-K   10.5   03/14/2023    
10.38   Agent Fee Letter, dated March 10, 2023, by and among Unique Logistics International, Inc. and Alter Domus (US) LLC   8-K   10.6   03/14/2023    
10.39   Employment Agreement, dated May 29, 2020, by and between Unique Logistics International, Inc. and Sunandan Ray   8-K   10.3   10/13/2020    
10.40   Amendment dated as of May 29, 21, to Employment Agreement by and between Unique Logistics International, Inc. and Sunandan Ray   8-K   10.2   06/03/2021    
10.41   Employment Agreement, dated August 11, 2021, by and between Unique Logistics International, Inc. and Eli Kay   8-K   10.1   08/16/2021    
10.42   Employment Agreement, dated April 25, 2022, by and between Unique Logistics International, Inc. and Migdalia Diaz   8-K   10.1   04/26/2022    
10.43   Lock-Up Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., and various parties thereto   8-K   10.1   12/19/2022    
10.44   Company Voting and Support Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., Unique Logistics International, Inc., Frangipani Trade Services, Inc. and Great Eagle Freight Limited   8-K   10.2   12/19/2022    
10.45   Sponsor Support Agreement, dated as of December 18, 2022, by and among Edify Acquisition Corp., Colbeck Edify Holdings, LLC, Unique Logistics International, Inc. and the other parties thereto.   8-K   10.3   12/19/2022    
10.46   Amendment No. 1 to Stock Purchase Agreement, dated as of December 18, 2022, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited   8-K   10.4   12/19/2022    
21.1   Subsidiaries of the Registrant   10-K/A   21.1   09/22/2023  

 

31.1   Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.  

10-K

  

31.1

   09/15/2023    
31.2   Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.   10-K   31.2   09/15/2023  
31.3  

Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   10-K/A   31.3   09/22/2023    
31.4  

Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   10-K/A   31.4   09/22/2023  

 

31.5   Principal Executive Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               X
31.6   Principal Financial Officer Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.               X
32.1   Principal Executive Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   10-K   32.1   09/15/2023    
32.2   Principal Financial Officer Certification Pursuant to Item 601(b)(32) of Regulation S-K, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.   10-K   32.2   09/15/2023    
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101.SCH   Inline XBRL Taxonomy Extension Schema Linkbase Document.               X
101.CAL   Inline XBRL Taxonomy Calculation Linkbase Document.               X
101.DEF   Inline XBRL Taxonomy Extension Definition Linkbase Document.               X
101.LAB   Inline XBRL Taxonomy Label Linkbase Document.               X
101.PRE   Inline XBRL Taxonomy Presentation Linkbase Document.               X
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)               X

 

b. Financial Statement Schedules

 

None.

 

8
 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

Date: October 31, 2023 UNIQUE LOGISTICS INTERNATIONAL, INC.
   
  By: /s/ Sunandan Ray
    Sunandan Ray
   

Chief Executive Officer, Chairman of the Board

(Principal Executive Officer)

 

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

 

Signature   Title   Date
         
/s/ Sunandan Ray   Director, Chief Executive Officer   October 31, 2023
Sunandan Ray   Principal Executive Officer    
         
/s/ Eli Kay   Chief Financial Officer   October 31, 2023
Eli Kay   Principal Financial and Accounting Officer    
         
/s/ David Briones   Director   October 31, 2023
David Briones        
         
/s/ Patrick Lee   Director   October 31, 2023
Patrick Lee        

 

9

 

 

Exhibit 31.5

 

CERTIFICATION

 

I, Sunandan Ray, certify that:

 

  1. I have reviewed this amendment no. 2 on Form 10-K/A to the annual report on Form 10-K of Unique Logistics International, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 31, 2023 /s/ Sunandan Ray
  Sunandan Ray
  Chief Executive Officer
  (Principal Executive Officer)

 

 

 

 

Exhibit 31.6

 

CERTIFICATION

 

I, Eli Kay, certify that:

 

  1. I have reviewed this amendment no. 2 on Form 10-K/A to the annual report on Form 10-K of Unique Logistics International, Inc.;
     
  2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

Date: October 31, 2023 /s/ Eli Kay
  Eli Kay
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

 

 

v3.23.3
Cover - USD ($)
 12 Months Ended
May 31, 2023
Sep. 15, 2023
Nov. 30, 2022
Cover [Abstract]      
Document Type 10-K/A    
Amendment Flag true    
Amendment Description Unique Logistics International, Inc. (the “Company,” “we,” “us,” “our” and other similar terms) is filing this Amendment No. 2 (this “Second Amendment”) to its Annual Report on Form 10-K for the year ended May 31, 2023, as filed with the Securities and Exchange Commission on September 15, 2023 (the “Original Form 10-K”) and as amended by Amendment No. 1 to the Original Form 10-K filed on September 22, 2023, for the purpose of amending the beneficial ownership table contained in Part III, Item 12.    
Document Annual Report true    
Document Transition Report false    
Document Period End Date May 31, 2023    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2023    
Current Fiscal Year End Date --05-31    
Entity File Number 000-50612    
Entity Registrant Name UNIQUE LOGISTICS INTERNATIONAL, INC.    
Entity Central Index Key 0001281845    
Entity Tax Identification Number 01-0721929    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 154-09 146th Ave    
Entity Address, City or Town Jamaica    
Entity Address, State or Province NY    
Entity Address, Postal Zip Code 11434    
City Area Code (718)    
Local Phone Number 978-2000    
Title of 12(g) Security Common Stock, par value $0.001 per share    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Public Float     $ 19,179,402
Entity Common Stock, Shares Outstanding   799,141,770  
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Firm ID 688    
Auditor Name Marcum LLP    
Auditor Location New York, NY    
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