UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Amendment No. 1)
(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. 1 (this “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”), for the purpose of updating the exhibit index contained in Part IV, Item 15 to (i) include Exhibit 4.1 (Description of Securities) and (ii) provide an updated Exhibit 21.1 (List of Subsidiaries).
Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 15, the signature pages to Form 10-K and the applicable exhibits. The Original Form 10-K is otherwise unchanged. This Amendment should be read in conjunction with the Original Form 10-K. Further, this 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 except as described above.
Pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Amendment contains certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, which are attached hereto.
TABLE OF CONTENTS
PART IV
Item 15. Exhibits and Financial Statement Schedules.
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 | | | | | | | | X |
| 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 | | |
| 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 | | |
| 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 | | | | | | | | X |
| 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. | | | | | | | | X |
| 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. | | | | | | | | 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 | | |
| 101.INS | | Inline XBRL Instance Document. | | | | | | | | X |
| 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.
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: September 22, 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 | | September 22, 2023 |
| Sunandan Ray | | Principal Executive Officer | | |
| | | | | |
| /s/ Eli Kay | | Chief Financial Officer | | September 22, 2023 |
| Eli Kay | | Principal Financial and Accounting Officer | | |
| | | | | |
| /s/ David Briones | | Director | | September 22, 2023 |
| David Briones | | | | |
| | | | | |
| /s/ Patrick Lee | | Director | | September 22, 2023 |
| Patrick Lee | | | | |
