Document And Entity Information
Document And Entity Information | 6 Months Ended |
Jun. 30, 2023 | |
Document Information Line Items | |
Entity Registrant Name | EDIFY ACQUISITION CORP. |
Document Type | S-4/A |
Amendment Flag | true |
Amendment Description | Amendment No. 1 |
Entity Central Index Key | 0001832765 |
Entity Filer Category | Non-accelerated Filer |
Entity Small Business | true |
Entity Emerging Growth Company | true |
Entity Ex Transition Period | false |
Entity Incorporation, State or Country Code | DE |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 |
Current assets: | |||||
Cash | $ 57,726 | $ 67,944 | $ 67,944 | ||
Prepaid expenses | 60,918 | 69,715 | 418,750 | ||
Prepaid income taxes | 9,433 | ||||
Total Current Assets | 128,077 | $ 14,712,542 | 137,659 | 486,694 | |
Investments and cash held in Trust Account | 18,081,361 | 20,152,710 | 276,026,092 | ||
Equity-method investments | 3,381,683 | ||||
TOTAL ASSETS | 18,209,438 | 20,290,369 | 276,512,786 | ||
Current liabilities: | |||||
Accounts payable and accrued expenses | 819,152 | 317,199 | 317,564 | ||
Advance from related parties | 2,360,252 | 651,799 | 135,836 | ||
Excise tax payable | 32,930 | ||||
Income taxes payable | 68,061 | ||||
Total Current Liabilities | 3,212,334 | 7,289,746 | 1,037,059 | 453,400 | |
Deferred underwriting fee payable | 3,643,200 | 9,660,000 | 9,660,000 | ||
Warrant liabilities | 583,200 | 583,200 | 9,832,800 | ||
Total noncurrent liabilities | |||||
TOTAL LIABILITIES | 7,438,734 | 11,280,259 | 19,946,200 | ||
Commitments and Contingencies | |||||
Class A common stock subject to possible redemption | 17,926,097 | 20,110,081 | |||
Stockholders’ Deficit | |||||
Preferred stock, value | |||||
Additional paid-in capital | |||||
Accumulated deficit | (7,156,083) | (11,100,661) | (19,434,104) | ||
Total Stockholders’ Deficit | (7,155,393) | 17,595,633 | (11,099,971) | 5,831,844 | (19,433,414) |
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | 18,209,438 | 20,290,369 | 276,512,786 | ||
Unique Logistics International, Inc. | |||||
Current assets: | |||||
Cash | 6,744,238 | 1,422,393 | |||
Accounts receivable, net | 41,402,435 | 74,746,036 | |||
Contract assets | 2,886,779 | 30,970,581 | |||
Other current assets and prepaids | 9,293,533 | 1,404,021 | |||
Total Current Assets | 60,326,985 | 108,543,031 | |||
Property and equipment, net | 609,785 | 188,889 | |||
Goodwill | 20,516,018 | 4,463,129 | |||
Intangible assets, net | 12,865,093 | 7,337,704 | |||
Equity-method investments | 3,381,683 | ||||
Operating lease right-of-use assets, net | 10,269,516 | 2,408,098 | |||
Deferred tax asset, net | 942,748 | ||||
Deferred offering cost | 2,419,976 | 506,502 | |||
Other noncurrent assets | 1,133,674 | 521,834 | |||
Total other noncurrent assets | 50,585,960 | 16,180,015 | |||
TOTAL ASSETS | 111,522,730 | 124,911,935 | |||
Current liabilities: | |||||
Accounts payable | 25,132,388 | 49,028,862 | |||
Accrued expenses and current liabilities | 8,594,947 | 5,666,159 | |||
Accrued freight | 3,489,957 | 9,240,650 | |||
Contract liabilities | 468,209 | ||||
Revolving credit facility | 8,050,227 | 38,141,451 | |||
Current portion of notes payable | 608,333 | ||||
Current portion of notes payable to related parties | 4,801,310 | 301,308 | |||
Current portion of operating lease liability | 2,379,774 | 912,618 | |||
Total Current Liabilities | 52,448,603 | 104,367,590 | |||
Notes payable | 4,000,000 | ||||
Notes payable to related parties, net of current portion | 8,750,000 | 397,968 | |||
Operating lease liability, net of current portion | 8,212,445 | 1,593,873 | |||
Derivative liabilities | 11,558,261 | 12,437,994 | |||
Deferred tax liability, net | 4,405,442 | ||||
Other noncurrent liabilities | 4,552,346 | 282,666 | |||
Total noncurrent liabilities | 41,478,494 | 14,712,501 | |||
TOTAL LIABILITIES | 93,927,097 | 119,080,091 | |||
Commitments and Contingencies | |||||
Stockholders’ Deficit | |||||
Preferred stock, value | |||||
Common stock value | 799,142 | 687,197 | |||
Additional paid-in capital | 180,220 | 292,155 | |||
Accumulated other comprehensive income | 3,258 | ||||
Retained earnings | 13,066,109 | 4,851,541 | |||
Total Stockholders’ Deficit | 14,049,670 | 5,831,844 | |||
TOTAL LIABILITIES, CLASS A COMMON STOCK SUBJECT TO POSSIBLE REDEMPTION, AND STOCKHOLDERS’ DEFICIT | 111,522,730 | 124,911,935 | |||
Equity attributable to noncontrolling interests | 3,545,963 | ||||
Total Stockholders’ Equity | 17,595,633 | 5,831,844 | |||
Class A Common Stock | |||||
Current liabilities: | |||||
Class A common stock subject to possible redemption | 17,926,097 | 20,110,081 | 276,000,000 | ||
Stockholders’ Deficit | |||||
Common stock value | |||||
Class B Common Stock | |||||
Stockholders’ Deficit | |||||
Common stock value | $ 690 | $ 690 | $ 690 | ||
Series A Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Stockholders’ Deficit | |||||
Preferred stock, value | 120 | 130 | |||
Series B Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Stockholders’ Deficit | |||||
Preferred stock, value | 821 | 821 | |||
Series C Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Stockholders’ Deficit | |||||
Preferred stock, value | |||||
Series D Convertible Preferred Stock | Unique Logistics International, Inc. | |||||
Stockholders’ Deficit | |||||
Preferred stock, value |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parentheticals) - USD ($) | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 |
Class A common stock subject to possible redemption, shares outstanding | 1,687,664 | ||||
Preferred stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 | ||
Preferred stock, shares issued | |||||
Preferred stock, shares outstanding | |||||
Unique Logistics International, Inc. | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Common stock, shares authorized | 800,000,000 | 800,000,000 | |||
Common stock, shares issued | 799,141,770 | 687,196,478 | |||
Common stock, share outstanding | 799,141,770 | 687,196,478 | |||
Class A Common Stock | |||||
Class A common stock subject to possible redemption par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Class A common stock subject to possible redemption, shares outstanding | 1,687,664 | 1,970,384 | 27,600,000 | ||
Class A common stock subject to possible redemption price per share (in Dollars per share) | $ 10.62 | $ 10.23 | $ 10 | ||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | ||
Common stock, shares issued | |||||
Common stock, share outstanding | |||||
Class B Common Stock | |||||
Common stock, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | ||
Common stock, shares issued | 6,900,000 | 6,900,000 | 6,900,000 | ||
Common stock, share outstanding | 6,900,000 | 6,900,000 | 6,900,000 | ||
Series A Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 120,065 | 130,000 | |||
Preferred stock, shares outstanding | 120,065 | 130,000 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||
Liquidation preference (in Dollars) | $ 120 | ||||
Series B Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 820,800 | 820,800 | |||
Preferred stock, shares outstanding | 820,800 | 820,800 | |||
Common stock, par value (in Dollars per share) | $ 0.001 | ||||
Liquidation preference (in Dollars) | $ 821 | ||||
Series C Convertible Preferred stock | Unique Logistics International, Inc. | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 195 | 195 | |||
Preferred stock, shares outstanding | 195 | 195 | |||
Liquidation preference (in Dollars) | $ 9.6 | ||||
Series D Convertible Preferred Stock | Unique Logistics International, Inc. | |||||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 | |||
Preferred stock, shares issued | 180 | 187 | |||
Preferred stock, shares outstanding | 180 | 187 | |||
Liquidation preference (in Dollars) | $ 9 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | ||
General and administrative expenses | $ 452,470 | $ 241,191 | $ 1,223,876 | $ 597,891 | $ 1,178,505 | $ 1,076,657 | |||
Loss from operations | (452,470) | (241,191) | (1,223,876) | (597,891) | (1,178,505) | (1,076,657) | |||
Other income (expense): | |||||||||
Interest earned on marketable securities held in Trust Account | 204,437 | 350,594 | 359,135 | 375,200 | 3,796,223 | 26,092 | |||
Change in fair value of warrant liabilities | 972,000 | 7,638,000 | 9,249,600 | 17,043,600 | |||||
Waiver of deferred underwriting fee | 394,100 | ||||||||
Loss on initial issuance of private warrants | (3,158,400) | ||||||||
Offering costs – derivative warrant liability | (943,412) | ||||||||
Total other income, net | 204,437 | 1,322,594 | 753,235 | 8,013,200 | 13,045,823 | 12,967,880 | |||
(Loss) Income before provision for income taxes | (248,033) | 1,081,403 | (470,641) | 7,415,309 | 11,867,318 | 11,891,223 | |||
Provision for income taxes | (37,871) | (22,011) | (65,506) | (22,011) | 743,061 | ||||
Net income (loss) | $ (285,904) | $ 1,059,392 | $ (536,147) | $ 7,393,298 | $ 11,124,257 | $ 11,891,223 | |||
Other income (expenses) | |||||||||
Net income (loss) attributable to for common shareholders | $ 136,656 | ||||||||
Diluted weighted average shares outstanding (in Shares) | [1] | 9,664,238,154 | 605,817,180 | ||||||
Unique Logistics International, Inc. | |||||||||
Loss from operations | $ 10,524,378 | ||||||||
Other income (expense): | |||||||||
Loss on initial issuance of private warrants | $ (564,037) | ||||||||
Offering costs – derivative warrant liability | 879,733 | ||||||||
Total other income, net | (920,827) | ||||||||
(Loss) Income before provision for income taxes | 9,603,551 | ||||||||
Provision for income taxes | 1,705,967 | 3,775,967 | |||||||
Net income (loss) | $ 8,214,568 | ||||||||
Basic weighted average shares outstanding (in Shares) | 785,412,500 | ||||||||
Basic and diluted net income (loss) per share (in Dollars per share) | $ 0.01 | ||||||||
Revenues: | |||||||||
Total revenues | $ 325,618,492 | ||||||||
Equity method earnings | 136,656 | ||||||||
Costs and operating expenses: | |||||||||
Airfreight services | 72,578,396 | ||||||||
Ocean freight and ocean services | 160,572,708 | ||||||||
Contract logistics | 1,045,680 | ||||||||
Customs brokerage and other services | 55,280,445 | ||||||||
Salaries and related costs | 15,378,957 | ||||||||
Professional fees | 1,261,899 | ||||||||
Rent and occupancy | 3,077,975 | ||||||||
Selling and promotion | 2,883,916 | ||||||||
Depreciation and amortization | 1,270,462 | ||||||||
Bad debt expense | |||||||||
Other expense | 1,880,332 | ||||||||
Total costs and operating expenses | 315,230,770 | ||||||||
Other income (expenses) | |||||||||
Interest expense | (3,836,511) | ||||||||
Amortization of debt discount | |||||||||
Gain on forgiveness of promissory note | |||||||||
Loss on extinguishment of convertible note | 358,236 | ||||||||
Change in fair value of contingent liabilities | 1,750,000 | ||||||||
Other income | 285,951 | ||||||||
Income tax expense | 1,388,983 | $ 2,414,298 | |||||||
Deemed dividend | |||||||||
Net income (loss) before allocation to noncontrolling interests | 8,214,568 | ||||||||
Noncontrolling interest | (12,795) | ||||||||
Net income (loss) attributable to for common shareholders | $ 8,201,773 | ||||||||
Diluted weighted average shares outstanding (in Shares) | 9,664,238,154 | 9,593,656,369 | |||||||
Diluted net income per share (in Dollars per share) | $ 0.01 | ||||||||
Unique Logistics International, Inc. | Airfreight Services | |||||||||
Revenues: | |||||||||
Total revenues | $ 80,971,563 | ||||||||
Unique Logistics International, Inc. | Ocean freight and ocean services | |||||||||
Revenues: | |||||||||
Total revenues | 181,432,206 | ||||||||
Unique Logistics International, Inc. | Contract logistics | |||||||||
Revenues: | |||||||||
Total revenues | 3,217,479 | ||||||||
Unique Logistics International, Inc. | Customs brokerage and other services | |||||||||
Revenues: | |||||||||
Total revenues | $ 59,997,244 | ||||||||
Unique Logistics International, Inc. | |||||||||
Loss from operations | $ 16,524,417 | ||||||||
Other income (expense): | |||||||||
Offering costs – derivative warrant liability | (4,020,698) | ||||||||
Total other income, net | (10,575,565) | ||||||||
(Loss) Income before provision for income taxes | 5,948,852 | ||||||||
Net income (loss) | $ 3,534,554 | ||||||||
Basic weighted average shares outstanding (in Shares) | 605,817,180 | ||||||||
Basic and diluted net income (loss) per share (in Dollars per share) | |||||||||
Revenues: | |||||||||
Total revenues | $ 1,014,486,680 | ||||||||
Equity method earnings | |||||||||
Costs and operating expenses: | |||||||||
Airfreight services | 496,918,427 | ||||||||
Ocean freight and ocean services | 418,552,477 | ||||||||
Contract logistics | 1,771,415 | ||||||||
Customs brokerage and other services | 54,368,332 | ||||||||
Salaries and related costs | 11,736,610 | ||||||||
Professional fees | 1,079,819 | ||||||||
Rent and occupancy | 2,022,396 | ||||||||
Selling and promotion | 6,653,335 | ||||||||
Depreciation and amortization | 782,351 | ||||||||
Bad debt expense | 2,541,676 | ||||||||
Other expense | 1,535,425 | ||||||||
Total costs and operating expenses | 997,962,263 | ||||||||
Other income (expenses) | |||||||||
Interest expense | (5,632,551) | ||||||||
Amortization of debt discount | (776,515) | ||||||||
Gain on forgiveness of promissory note | 358,236 | ||||||||
Loss on extinguishment of convertible note | (564,037) | ||||||||
Change in fair value of contingent liabilities | |||||||||
Other income | 60,000 | ||||||||
Income tax expense | 2,414,298 | ||||||||
Deemed dividend | (4,565,725) | ||||||||
Net income (loss) before allocation to noncontrolling interests | (1,031,171) | ||||||||
Noncontrolling interest | |||||||||
Net income (loss) attributable to for common shareholders | $ (1,031,171) | ||||||||
Diluted weighted average shares outstanding (in Shares) | 605,817,180 | ||||||||
Diluted net income per share (in Dollars per share) | |||||||||
Unique Logistics International, Inc. | Airfreight Services | |||||||||
Revenues: | |||||||||
Total revenues | $ 499,024,643 | ||||||||
Unique Logistics International, Inc. | Ocean freight and ocean services | |||||||||
Revenues: | |||||||||
Total revenues | 446,977,162 | ||||||||
Unique Logistics International, Inc. | Contract logistics | |||||||||
Revenues: | |||||||||
Total revenues | 3,491,489 | ||||||||
Unique Logistics International, Inc. | Customs brokerage and other services | |||||||||
Revenues: | |||||||||
Total revenues | $ 64,993,386 | ||||||||
Class A Common Stock | |||||||||
Other income (expense): | |||||||||
Basic weighted average shares outstanding (in Shares) | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | 27,454,165 | 26,087,671 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 | |||
Other income (expenses) | |||||||||
Diluted weighted average shares outstanding (in Shares) | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | 27,454,165 | 26,087,671 | |||
Diluted net income per share (in Dollars per share) | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 | |||
Class B Common Stock | |||||||||
Other income (expense): | |||||||||
Basic weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,850,685 | |||
Basic and diluted net income (loss) per share (in Dollars per share) | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 | |||
Other income (expenses) | |||||||||
Diluted weighted average shares outstanding (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | |||
Diluted net income per share (in Dollars per share) | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 | |||
Previously Reported | Unique Logistics International, Inc. | |||||||||
Other income (expense): | |||||||||
Basic and diluted net income (loss) per share (in Dollars per share) | |||||||||
Other income (expenses) | |||||||||
Diluted net income per share (in Dollars per share) | |||||||||
Previously Reported | Unique Logistics International, Inc. | |||||||||
Other income (expense): | |||||||||
Basic and diluted net income (loss) per share (in Dollars per share) | |||||||||
Other income (expenses) | |||||||||
Diluted net income per share (in Dollars per share) | |||||||||
[1]Due to a net loss for the year ended May 31, 2022, only weighted average common shares are used in calculations. As May 31, 2022, the Company’s dilution of all outstanding securities would be as follows: |
Condensed Statements of Opera_2
Condensed Statements of Operations (Parentheticals) - Class A Common Stock - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Diluted weighted average shares outstanding | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | 27,454,165 | 26,087,671 |
Diluted net income (loss) per share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Condensed Statements of Changes
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited) - USD ($) | Class B Common Stock | Series A Unique Logistics International, Inc. Preferred Stock | Series B Unique Logistics International, Inc. Preferred Stock | Series C Unique Logistics International, Inc. Preferred Stock | Series D Unique Logistics International, Inc. Preferred Stock | Unique Logistics International, Inc. Common Stock | Unique Logistics International, Inc. Additional Paid in capital | Unique Logistics International, Inc. Accumulated Deficit | Unique Logistics International, Inc. Total Stockholders’ equity attributable to registrant | Unique Logistics International, Inc. Accumulated Comprehensive income | Unique Logistics International, Inc. Non- Controlling Interest | Unique Logistics International, Inc. | Additional Paid in capital | Accumulated Deficit | Total |
Balance at Dec. 31, 2020 | $ 690 | $ 24,310 | $ (1,000) | $ 24,000 | |||||||||||
Balance (in Shares) at Dec. 31, 2020 | 6,900,000 | ||||||||||||||
Accretion for Class A common stock to redemption amount | (24,310) | (31,324,327) | (31,348,637) | ||||||||||||
Net income (loss) | 11,891,223 | 11,891,223 | |||||||||||||
Balance at Dec. 31, 2021 | $ 690 | (19,434,104) | (19,433,414) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||||||||||||
Balance at May. 31, 2021 | $ 130 | $ 840 | $ 393,743 | $ 4,906,384 | $ 1,316,987 | $ 6,618,084 | 6,618,084 | ||||||||
Balance (in Shares) at May. 31, 2021 | 130,000 | 840,000 | 393,742,663 | ||||||||||||
Conversion of Preferred B to Common Stock | $ (19) | $ 125,692 | (125,673) | ||||||||||||
Conversion of Preferred B to Common Stock (in Shares) | (19,200) | 125,692,224 | |||||||||||||
Conversion of debt to preferred C and D (in Shares) | 195 | 192 | |||||||||||||
Conversion of Preferred D to Common Stock | $ 31,415 | (31,415) | |||||||||||||
Conversion of Preferred D to Common Stock (in Shares) | (5) | 31,415,400 | |||||||||||||
Issuance of Common Stock for the conversion of notes and accrued interest | $ 136,347 | 108,584 | 244,931 | 244,931 | |||||||||||
Issuance of Common Stock for the conversion of notes and accrued interest (in Shares) | 136,346,191 | ||||||||||||||
Deemed Dividend | (4,565,725) | (4,565,725) | (4,565,725) | ||||||||||||
Net income (loss) | 3,534,554 | 3,534,554 | $ 3,534,554 | 3,534,554 | |||||||||||
Balance at May. 31, 2022 | $ 130 | $ 821 | $ 687,197 | 292,155 | 4,851,541 | 5,831,844 | 5,831,844 | 5,831,844 | |||||||
Balance (in Shares) at May. 31, 2022 | 130,000 | 820,800 | 195 | 187 | 687,196,478 | ||||||||||
Balance at Dec. 31, 2021 | $ 690 | (19,434,104) | (19,433,414) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||||||||||||
Net income (loss) | 6,333,906 | 6,333,906 | |||||||||||||
Balance at Mar. 31, 2022 | $ 690 | (13,100,198) | (13,099,508) | ||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 6,900,000 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 690 | (19,434,104) | (19,433,414) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||||||||||||
Net income (loss) | 7,393,298 | ||||||||||||||
Balance at Jun. 30, 2022 | $ 690 | (12,101,777) | (12,101,087) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 6,900,000 | ||||||||||||||
Balance at Dec. 31, 2021 | $ 690 | (19,434,104) | (19,433,414) | ||||||||||||
Balance (in Shares) at Dec. 31, 2021 | 6,900,000 | ||||||||||||||
Accretion for Class A common stock to redemption amount | (2,790,814) | (2,790,814) | |||||||||||||
Net income (loss) | 11,124,257 | 11,124,257 | |||||||||||||
Balance at Dec. 31, 2022 | $ 690 | (11,100,661) | (11,099,971) | ||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 6,900,000 | ||||||||||||||
Balance at Mar. 31, 2022 | $ 690 | (13,100,198) | (13,099,508) | ||||||||||||
Balance (in Shares) at Mar. 31, 2022 | 6,900,000 | ||||||||||||||
Accretion for Class A common stock to redemption amount | (60,971) | (60,971) | |||||||||||||
Net income (loss) | 1,059,392 | 1,059,392 | |||||||||||||
Balance at Jun. 30, 2022 | $ 690 | (12,101,777) | (12,101,087) | ||||||||||||
Balance (in Shares) at Jun. 30, 2022 | 6,900,000 | ||||||||||||||
Balance at May. 31, 2022 | $ 130 | $ 821 | $ 687,197 | 292,155 | 4,851,541 | 5,831,844 | 5,831,844 | 5,831,844 | |||||||
Balance (in Shares) at May. 31, 2022 | 130,000 | 820,800 | 195 | 187 | 687,196,478 | ||||||||||
Conversion of Preferred A to Common Stock | $ (10) | $ 67,964 | (67,954) | ||||||||||||
Conversion of Preferred A to Common Stock (in Shares) | (9,935) | 67,963,732 | |||||||||||||
Conversion of Preferred D to Common Stock | $ 43,981 | (43,981) | |||||||||||||
Conversion of Preferred D to Common Stock (in Shares) | (7) | 43,981,560 | |||||||||||||
Recognition of non-controlling interest upon acquisition | 3,558,758 | 3,558,758 | |||||||||||||
Recognition of non-controlling interest upon acquisition (in Shares) | |||||||||||||||
Other comprehensive income (loss), net of tax | 3,258 | 3,258 | 3,258 | ||||||||||||
Net income (loss) | 8,214,568 | 8,214,568 | (12,795) | 8,214,568 | 8,201,773 | ||||||||||
Balance at May. 31, 2023 | $ 120 | $ 821 | $ 799,142 | $ 180,220 | $ 13,066,109 | $ 14,049,670 | $ 3,258 | $ 3,545,963 | $ 14,049,670 | 17,595,633 | |||||
Balance (in Shares) at May. 31, 2023 | 120,065 | 820,800 | 195 | 180 | 799,141,770 | ||||||||||
Balance at Dec. 31, 2022 | $ 690 | (11,100,661) | (11,099,971) | ||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 6,900,000 | ||||||||||||||
Adjustment to accretion for Class A common stock to redemption amount | 4,881,122 | 4,881,122 | |||||||||||||
Excise tax payable | (32,930) | (32,930) | |||||||||||||
Net income (loss) | (250,243) | (250,243) | |||||||||||||
Balance at Mar. 31, 2023 | $ 690 | (6,502,712) | (6,502,022) | ||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 6,900,000 | ||||||||||||||
Balance at Dec. 31, 2022 | $ 690 | (11,100,661) | (11,099,971) | ||||||||||||
Balance (in Shares) at Dec. 31, 2022 | 6,900,000 | ||||||||||||||
Net income (loss) | (536,147) | ||||||||||||||
Balance at Jun. 30, 2023 | $ 690 | (7,156,083) | (7,155,393) | ||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 6,900,000 | ||||||||||||||
Balance at Mar. 31, 2023 | $ 690 | (6,502,712) | (6,502,022) | ||||||||||||
Balance (in Shares) at Mar. 31, 2023 | 6,900,000 | ||||||||||||||
Adjustment to accretion for Class A common stock to redemption amount | (367,467) | (367,467) | |||||||||||||
Net income (loss) | (285,904) | (285,904) | |||||||||||||
Balance at Jun. 30, 2023 | $ 690 | $ (7,156,083) | $ (7,155,393) | ||||||||||||
Balance (in Shares) at Jun. 30, 2023 | 6,900,000 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | |
Cash Flows from Operating Activities: | ||||||
Net (loss) income | $ (536,147) | $ 7,393,298 | $ 8,201,773 | $ 11,124,257 | $ 3,534,554 | $ 11,891,223 |
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Loss on extinguishment of notes payable | 3,158,400 | |||||
Change in net deferred tax provision | 159,221 | 220,619 | ||||
Change in fair value of derivative liabilities | (7,638,000) | (9,249,600) | (17,043,600) | |||
Waiver of deferred underwriting fee | (394,100) | |||||
Loss on issuance of Private Placement Warrants | 3,158,400 | |||||
Transaction costs associated with issuance of warrants | 943,412 | |||||
Interest earned on marketable securities held in Trust Account | (359,135) | (375,200) | (3,796,223) | (26,092) | ||
Changes in operating assets and liabilities: | ||||||
Prepaid expenses | 8,797 | 172,124 | 349,035 | (418,750) | ||
Prepaid income taxes | (9,433) | |||||
Accounts payable and accrued expenses | 501,953 | (32,777) | (365) | 316,564 | ||
Bank service charge reimbursement | (45) | |||||
Income taxes payable | (68,061) | 22,011 | 68,061 | |||
Contract liabilities | 468,209 | (468,209) | ||||
Net Cash Provided by (used in) Operating Activities | (856,171) | (458,544) | (1,504,835) | (1,178,843) | ||
Cash Flows from Investing Activities: | ||||||
Investment of cash in Trust Account | (862,500) | (276,000,000) | ||||
Cash withdrawn from Trust Account to pay franchise and income taxes | 988,872 | |||||
Cash withdrawn from Trust Account in connection with redemption | 3,293,029 | 258,680,733 | ||||
Net Cash Provided by (used in) Investing Activities | 2,430,529 | 259,669,605 | (276,000,000) | |||
Cash Flows from Financing Activities: | ||||||
Proceeds from sale of Units, net of underwriting discounts paid | 271,860,000 | |||||
Proceeds from sale of Private Placement Warrants | 5,640,000 | |||||
Advances from related party | 1,708,453 | 458,544 | 515,963 | 135,836 | ||
Proceeds from promissory note – related party | 75,000 | |||||
Repayment of promissory note – related party | (230,000) | |||||
Payment of offering costs | (276,446) | |||||
Redemption of common stock | (3,293,029) | (258,680,733) | ||||
Net Cash (used in) Provided by Financing Activities | (1,584,576) | 458,544 | (258,164,770) | 277,204,390 | ||
Net Change in Cash | (10,218) | 25,547 | ||||
Cash and cash equivalents – Beginning of year | 67,944 | 67,944 | 67,944 | 42,397 | ||
Cash and cash equivalents – End of year | 57,726 | 67,944 | 67,944 | 67,944 | ||
SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||
Income taxes | (65,506) | (22,011) | 743,061 | |||
Excise tax | 32,930 | |||||
Deferred underwriting fee payable | $ 9,660,000 | |||||
Waiver of deferred underwriting fee | $ 5,622,700 | |||||
Unique Logistics International, Inc. | ||||||
Cash Flows from Operating Activities: | ||||||
Net (loss) income | 8,214,568 | 3,534,554 | ||||
Adjustments to reconcile net income to net cash used in operating activities: | ||||||
Depreciation and amortization | 1,270,462 | 782,351 | ||||
Amortization of debt discount | 776,515 | |||||
Amortization of right of use assets | 1,748,665 | 1,389,429 | ||||
Bad debt expense | 2,541,676 | |||||
Gain on forgiveness of notes payable | (358,236) | |||||
Loss on extinguishment of notes payable | 564,037 | |||||
Change in net deferred tax provision | (1,236,478) | (679,527) | ||||
Change in fair value of derivative liabilities | (879,733) | 4,020,698 | ||||
Accretion of consulting agreement | (282,672) | |||||
Change in fair value of contingent consideration | (1,750,000) | |||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | 58,657,048 | (56,917,965) | ||||
Contract assets | 28,083,802 | (7,547,267) | ||||
Factoring reserve | 7,593,665 | |||||
Other prepaid expenses and other current assets | (8,240,557) | (642,563) | ||||
Deposits and other assets | (611,840) | (229,693) | ||||
Accounts payable | (34,062,717) | 10,036,018 | ||||
Accrued expenses and other current liabilities | (11,095,725) | 3,999,874 | ||||
Accrued freight | (4,063,354) | (1,162,780) | ||||
Contract liabilities | (468,209) | 468,209 | ||||
Lease liability | (1,510,325) | (1,391,062) | ||||
Net Cash Provided by (used in) Operating Activities | 34,055,608 | (33,504,739) | ||||
Cash Flows from Investing Activities: | ||||||
Purchase of property and equipment | (291,608) | (72,001) | ||||
Equity method investments, net of income | 1,987,275 | |||||
Acquisition of business, net of cash acquired | 8,828,309 | |||||
Net Cash Provided by (used in) Investing Activities | 10,523,976 | (72,001) | ||||
Cash Flows from Financing Activities: | ||||||
Proceeds from notes payable | 4,000,000 | 2,000,000 | ||||
Repayments of notes payable | (608,333) | (4,473,784) | ||||
Repayments of debt due to related parties | (10,647,966) | (414,647) | ||||
Deferred offering costs | (1,913,474) | (506,502) | ||||
Revolving credit facility, net | (30,091,224) | 38,141,451 | ||||
Net Cash (used in) Provided by Financing Activities | (39,260,997) | 34,746,518 | ||||
Effect of exchange rate on cash and equivalents | 3,258 | |||||
Net change in cash and cash equivalents | 5,321,845 | 1,169,778 | ||||
Cash and cash equivalents – Beginning of year | 1,422,393 | 252,615 | ||||
Cash and cash equivalents – End of year | 6,744,238 | 1,422,393 | ||||
SUPPLEMENTARY CASH FLOW INFORMATION: | ||||||
Income taxes | 1,705,967 | 3,775,967 | ||||
Interest | 3,733,771 | 5,632,551 | ||||
Operating lease asset and liability additions | 8,715,190 | |||||
Non-cash consideration paid in business acquisition (Note 2) | 25,250,000 | |||||
Conversion of preferred shares to common stock | 111,935 | 157,088 | ||||
Issuance of common stock for the conversion of principal net of accrued interest capitalized to principal to notes payable | 244,931 | |||||
Reduction of debt due to exchange of convertible notes for preferred shares Series C & D | 4,565,725 | |||||
Derivative liability recognized related to exchange of convertible notes for preferred shares Series C and D | $ 8,417,296 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - Unique Logistics International, Inc. - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Net Income | $ 8,214,568 | $ 3,534,554 |
Foreign currency translation adjustments | 3,258 | |
Total comprehensive income (loss) | 8,217,826 | 3,534,554 |
Deemed dividend | (4,565,725) | |
Net loss attributable to noncontrolling interest | (12,795) | |
Comprehensive income (loss) attributable to common shareholder | $ 8,205,031 | $ (1,031,171) |
Description of Organization and
Description of Organization and Business Operations | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Description of Organization and Business Operations [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Edify Acquisition Corp. (the “Company” or “EAC”) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of June 30, 2023, the Company had not commenced any operations. All activity from inception through June 30, 2023 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,640,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Colbeck Edify Holdings, LLC (the “Sponsor”), generating gross proceeds of $5,640,000, which is described in Note 4. Transaction costs amounted to $14,214,049, consisting of $4,140,000 in cash underwriting fees, net of $1,380,000 reimbursed from the underwriters, $9,660,000 of deferred underwriting fees and $414,049 of other offering costs. Following the closing of the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by October 20, 2023 (as extended, see below) and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company will have until October 20, 2023 (as extended, see below) to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten -share Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On December 21, 2022, the stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to April 20, 2023 and on a monthly basis up to three times from the Amended Date (as defined below) to July 20, 2023 (the date that is 30 months from the closing date of the IPO). On July 20, 2023, the stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination from July 20, 2023 to October 20, 2023 (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the “Extended Date”). On April 4, 2023, the Company received a letter (the “MVLS Notice”) from the Listing Qualifications Department (the “Staff”) of The NASDAQ Stock Market LLC (“NASDAQ”) notifying the Company that for the last 30 consecutive business days prior to the date of the MVLS Notice, the Company’s Minimum Market Value of Listed Securities (“MVLS”) was less than $35.0 million, which does not meet the requirement for continued listing on The NASDAQ Capital Market, as required by NASDAQ Listing Rule 5550(b)(2) (the “MVLS Rule”). In accordance with NASDAQ Listing Rule 5810(c)(3)(C), the Staff has provided the Company with 180 calendar days, or until October 3, 2023, to regain compliance with the MVLS Rule. The MVLS Notice has no immediate effect on the listing of the Company’s securities on The NASDAQ Capital Market. If the Company regains compliance with the MVLS Rule, the Staff will provide written confirmation to the Company and close the matter. To regain compliance with the MVLS Rule, the Company’s MVLS must meet or exceed $35.0 million for a minimum of ten consecutive business days during the 180- day compliance period ending on October 3, 2023. In the event the Company does not regain compliance with the MVLS Rule prior to the expiration of the compliance period, it will receive written notification that its securities are subject to delisting. At that time, the Company may appeal the delisting determination to a Hearings Panel. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity and Going Concern As of June 30, 2023, the Company had $57,726 in its operating bank accounts, $18,081,361 in money market securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $3,084,257. As of June 30, 2023, $3,192,578 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of June 30, 2023, an affiliate of the Sponsor paid for certain expenses on behalf of the Company amounting to $2,360,252. These advances are non -interest In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 | NOTE 1 DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Edify Acquisition Corp. (the “Company”) was incorporated in Delaware on September 30, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2022, the Company had not commenced any operations. All activity from inception through December 31, 2022 relates to the Company’s formation, the initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates non -operating The registration statement for the Company’s Initial Public Offering was declared effective on January 14, 2021. On January 20, 2021 the Company consummated the Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over -allotment Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 5,640,000 warrants (the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant in a private placement to Colbeck Edify Holdings, LLC (the “Sponsor”), generating gross proceeds of $5,640,000, which is described in Note 4. Transaction costs amounted to $14,214,049, consisting of $4,140,000 in cash underwriting fees, net of $1,380,000 reimbursed from the underwriters, $9,660,000 of deferred underwriting fees and $414,049 of other offering costs. Following the closing of the Initial Public Offering on January 20, 2021, an amount of $276,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), located in the United States and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 185 days or less or in any open -ended -7 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations with one or more operating businesses or assets with a fair market value equal to at least 80% of the net assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post -transaction The Company will provide the holders of the outstanding Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.00 per Public Share, plus any pro rata interest then in the Trust Account, net of taxes payable). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Company will only proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 following any related redemptions and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by applicable law or stock exchange listing requirements and the Company does not decide to hold a stockholder vote for business or other reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by applicable law or stock exchange listing requirements, or the Company decides to obtain stockholder approval for business or other reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Sponsor has agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. Notwithstanding the foregoing, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Certificate of Incorporation will provide that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the Public Shares, without the prior consent of the Company. The Sponsor has agreed (a) to waive its redemption rights with respect to the Founder Shares and Public Shares held by it in connection with the completion of a Business Combination, (b) to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination by January 20, 2023 and (c) not to propose an amendment to the Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to stockholders’ rights or pre -business The Company had until January 20, 2023 to complete a Business Combination (the “Combination Period”). If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per -share under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. On December 21, 2022, the stockholders approved the proposal to amend the Company’s Amended and Restated Certificate of Incorporation to allow the Company to extend the date by which the Company must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to April 20, 2023 (the date that is 27 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to July 20, 2023 (the date that is 30 months from the closing date of the IPO). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to monies held in the Trust Account nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third -party Liquidity and Going Concern As of December 31, 2022, the Company had $67,944 in its operating bank accounts, $19,376,793 in the trustee’s cash operating account, and $775,917 in money market securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem stock in connection therewith and working capital deficit of $899,400, which excludes franchise taxes payable of $150,000, of which such amount will be paid from interest earned on the Trust Account. As of December 31, 2022, $3,796,223 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations. As of December 31, 2022, an affiliate of the Sponsor paid for certain expenses on behalf of the Company amounting to $651,799. These advances are non -interest In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2014 -15 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction the Company’s Annual Report on Form 10 -K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Investments and Cash Held in Trust Account At June 30, 2023, $18,081,361 was held in a money market fund which is primarily invested in U.S. Treasury securities. At December 31, 2022, $19,376,793 was held in a cash operating account maintained by the Trustee (as defined below) and $775,917 was held in money market funds which were primarily invested in U.S. Treasury securities. On January 19, 2023, the Company reinvested $17,497,468 of the funds previously held in the Trustee’s cash operating account as of December 31, 2022 into money market funds which are primarily invested in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the special meeting of Stockholders held by the Company on December 21, 2022, the stockholders elected to redeem an aggregate 25,629,616 shares of Class A common stock. Additionally, on January 4, 2023, 282,720 shares of Class A common stock were redeemed. Accordingly, as of June 30, 2023 and December 31, 2022, 1,687,664 and 1,970,384 shares of Class A common shares subject to possible redemption are presented at redemption value of $10.62 and 10.23, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid -in At June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 34,139,451 Class A common stock subject to possible redemption, December 31, 2022 20,110,081 Less: Redemption of Class A common stock (3,293,029 ) Plus: Waiver of deferred underwriting fees 5,622,700 Accretion of carrying value to redemption value (4,513,655 ) Class A common stock subject to possible redemption, June 30, 2023 $ 17,926,097 Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815 -40 -measurement -Scholes Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 15.27% and 2.04% for the three months ended June 30, 2023 and 2022, respectively, 13.92% and 0.30% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 shares of Class A common stock in the calculation of diluted (loss) income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended June 30 For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and Diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (56,186 ) $ (229,718 ) $ 847,514 $ 211,878 $ (105,678 ) $ (430,469 ) $ 5,914,638 $ 1,478,660 Denominator: Basic and Diluted weighted average common shares outstanding 1,687,664 6,900,000 27,600,000 6,900,000 1,693,912 6,900,000 27,600,000 6,900,000 Basic and Diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ 0.21 $ 0.21 Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016 -13 -13 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. Investment Held in Trust Account At December 31, 2022, $19,376,793 was held in a cash operating account maintained by the trustee and $775,917 was held in money market funds which are primarily invested in U.S. Treasury securities. On January 19, 2023, the Company reinvested $17,497,468 of the funds previously held in the trustee’s cash operating account as of December 31, 2022 into money market funds which are primarily invested in U.S. Treasury securities. At December 31, 2021, substantially all of the assets held in the Trust Accounts were held in money market funds which are invested primarily in U.S. Treasury securities. Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 21, 2022, the stockholders elected to redeem an aggregate 25,629,616 Accordingly, as of December 31, 2022 and 2021, 1,970,384 and 27,600,000 Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid -in At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Plus: Accretion of carrying value to redemption value 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 276,000,000 Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 2,790,814 Class A common stocks subject to possible redemption, December 31, 2022 $ 20,110,081 Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815 -40 -measurement -Scholes Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion has this been assessed as the trust is now earning interest of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax assets have a full valuation allowance recorded against them. The Company’s effective tax rate was 6.25% and 0.00% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,418,027 $ 2,473,196 Denominator: Basic weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,850,685 Basic net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,403,947 $ 2,487,276 Denominator: Diluted weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,900,000 Diluted net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Unique Logistics International, Inc. [Member] | |||
Summary of Significant Accounting Policies [Line Items] | |||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Nature of Business Unique Logistics International, Inc. and its subsidiaries (the “Company” or “Unique”) is a non -asset-based -exclusive • • • • • Basis of Presentation These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one -month Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. As of May 31, 2023, the Company reported positive net working capital of $7.9 million compared to $4.2 million as of May 31, 2022. The Company also reported positive net income of $8.2 million compared with $3.5 million for the years ended May 31, 2023 and 2022, respectively. The Company also generated positive cash flows from operations of $34.1 million compared with cash used in operations of $33.5 million for the years ended May 31, 2023 and 2022, respectively. The Company made payments during the last fiscal quarter on promissory notes issued in relation to the ULHK Entities Acquisition (see Note 2) on February 21, 2023. At the time of the acquisition, the Company paid $3.5 million in cash and assumed further $23.8 million as current liabilities and $1.5 million in noncurrent liabilities by either issuing promissory notes to ULHK and FTS or by recognizing contingent liabilities at fair value on its balance sheet as of February 28, 2023. Since the acquisition, during its last fiscal quarter, the Company has paid off $10.3 million of the promissory notes issued to ULHK, restructured $7.3 million in current liabilities into long term debt and eliminated contingent liabilities in the amount of $1.8 million, leaving the balance of the current debt due to ULHK at $4.5 million on May 31, 2023 a reduction of $19.3 million in current portion of long term debt since the acquisition. On March 10, 2023, the Company entered into the Financing Agreement (Note 8 Financing Arrangements “Term Debt”), which provides for an initial senior secured term loan in a principal amount of approximately $4.2 million and a delayed draw term loan facility in principal amount of approximately $14.8 million, or up to an aggregate of $19.0 million. On June 30, 2023, the Company drew additional funds on this line in the amount of $5.3 million for repayment of short -term In addition, the Company maintains its operating line of credit with TBK Bank, SSB, under which TBK Bank will, from time to time, buy approved receivables from Unique Logistics, that has a credit limit up to $47.5 million (“TBK Facility”). The prior TBK Facility matured on May 31, 2023, and on July 25, 2023 we entered into an agreement with TBK Bank to renew the TBK Facility with a credit limit of up to $25.0 million. We believe that the funds available under the current TBK Facility, together with cash flows generated by operating activities, will provide the Company with the cash required to support its ongoing operations. While we continue to execute our strategic plan, growing Unique Logistics and our customer base, management is focused on managing cash and monitoring the Company’s liquidity position. We have implemented several initiatives to conserve our liquidity position, including activities such as increasing credit facilities, when needed, reducing the cost of debt by obtaining more favorable financing, controlling general and administrative expenditures, and improving our cash collection processes. Many of the aspects of the liquidity plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful, which could have a material adverse effect on our operating results, financial condition, and liquidity. Negative operating capital may be an indicator that there could be a going concern issue, but based on its evaluation of the Company’s projected cash flows and business performance as of and subsequent to May 31, 2023, management has concluded that the Company’s current cash and cash availability under the TBK Facility as of May 31, 2023, would be sufficient to fund its planned operations and alleviates substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements were issued. Acquisitions These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions. On February 21, 2023, the Company completed the acquisition of share capital in eight operating subsidiaries from Unique Logistics Holdings Limited, a Hong Kong corporation (see Note 2). The decision of whether to consolidate an entity for financial reporting purposes requires consideration of majority voting interests, as well as effective economic or other control over the entity. We account for acquired businesses that we control using the acquisition method of accounting, which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration in a business combination is included as part of the contingent liability and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability -weighted For equity -method dividends received. The initial excess of the cost of the investment over our share of the underlying equity in the net assets of the investee as of the acquisition date is allocated to the identifiable assets and liabilities of the investee, with any remaining excess amount allocated to goodwill. Such investments are initially recorded at cost, which is the fair value of consideration paid and typically does not include contingent consideration. For equity -method Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include determinations of the useful lives and expected future cash flows of long -lived Revenue Recognition Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers To determine revenue recognition, the Company applies the following five steps: 1. 2. 3. 4. 5. Revenue is recognized as follows: i. Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis. ii. Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis. iii. Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met. The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the Port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less. The Company uses independent contractors and third -party Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets. Contract Assets Contract assets represent amounts for which the Company has the right to consider for the services provided while a shipment is still in -transit Contract Liabilities Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received. Significant Changes in Contract Asset and Contract Liability Balances for the year ended May 31, 2023: Contract Contract Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ 468,209 Cash Received in advance and not recognized as revenue — — Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (41,471,463 ) — Current year contract assets recognized, net reclassification to receivables 13,387,660 — Net change $ (28,083,802 ) $ 468,209 Significant Changes in Contract Asset and Contract Liability Balances for the year ended May 31, 2022: Contract Assets Increase (Decrease) Contract Liabilities (Increase) Decrease Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ — Cash Received in advance and not recognized as revenue — (468,209 ) Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (10,491,045 ) — Prior year contract assets recognized, net reclassification to receivables 18,038,312 — Net change $ 7,547,267 $ (468,209 ) Disaggregation of Revenue from Contracts with Customers The following table disaggregates gross revenue from our clients by significant geographic area for the year ended May 31, 2023, and 2022, based on origin of shipment (imports) or destination of shipment (exports): For the For the China, Hong Kong & Taiwan $ 138,554,312 $ 343,370,279 Southeast Asia 80,967,866 422,869,068 United States 42,463,526 39,362,326 India Sub-continent 45,877,123 161,841,791 Other 17,755,665 47,043,216 Total revenue $ 325,618,492 $ 1,014,486,680 Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. Accounts Receivable Accounts receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre -defined An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers, and an evaluation of the impact of economic conditions. The maximum accounting loss from the credit risk associated with accounts receivable is the amount receivable recorded, net of allowance for doubtful accounts. As of May 31, 2023, and May 31, 2022 the Company recorded an allowance for doubtful accounts of approximately $1.7 million and $2.7 million, respectively. Concentrations As of May 31, 2023, three major customers represented approximately 7.0% of all accounts receivable and no single customer represented more than 10.0% of total accounts receivable. Revenue from these customers in the aggregate as a percentage of the Company’s total revenue was 19.0% for the year ended May 31, 2023, and no single customer represented more than 10.0% of total revenue. As of May 31, 2022, three major customers represented approximately 21% of all accounts receivable as of May 31, 2022 and no single customer represented more than 10%. Revenue from these customers in the aggregate as a percentage of the Company’s total revenue was 48%, with customer A at 35%, customer B at 7% and Customer C 6%. Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided for by the straight -line Estimated useful lives of property and equipment are as follows: Software 3 years Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Leasehold improvements Shorter of estimated useful life or Both the useful life of an asset and its residual value, if any, are reviewed annually. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. The Company did not record any impairment for the year ended May 21, 2023 or May 31, 2022. Goodwill and Other Intangibles The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates. In accordance with GAAP, the Company does not amortize goodwill or indefinite -lived -compete -line -line The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two -step -step In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. We test goodwill for impairment annually in the fiscal fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. For the year ended May 31, 2023 and 2022 the Company conducted its annual review of impairment of goodwill and intangible assets and no impairment was identified. Impairment of Long-Lived Assets Long -lived -lived -10 “Accounting for the Impairment of Long -Lived Assets and for Long -Lived Assets to Be Disposed Of”. Fair Value Measurement The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability. The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 — Unobservable inputs for the asset or liability. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable — trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable — trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short -term -term Derivative Liability On December 10, 2021, the Company entered into an amended securities exchange agreement with the holders of convertible notes to exchange all Convertible Notes of the Company into shares of the Convertible Preferred Stock Series C and D. Similar to the Convertible Preferred Stock Series A already in place, these preferred stocks featured anti -dilution -dilution -dilution -dilution The Company has identified and recorded derivative instruments arising from an anti -dilution Level 1 Level 2 Level 3 Derivative liabilities as June 1, 2021 $ — $ — $ — Addition — — 8,417,296 Changes in fair value — — 4,020,698 Derivative liabilities as May 31, 2022 $ — $ — $ 12,437,994 Addition — — — Change in fair value — — (879,733 ) Derivative liabilities as May 31, 2023 $ — $ — $ 11,558,261 The underlying value of the anti -dilution -dilution -dilution -dilution -free The key inputs into the model were as follows: May 31, May 31, Risk-free interest rate 5.5 % 1.60 % Probability of financing event or capital raise 90 % 50 % Estimated capital raise — 39.0 million Estimated value of common stock $ 10.00 per share — Estimated time to financing event 0.42 years 0.5 years Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a two -step U.S. corporate income tax laws and regulations include a territorial tax framework and provisions for Global Intangible Low -Taxed -Abuse are imposed on certain base eroding payments to affiliated foreign companies as well as U.S. income tax deductions for Foreign -derived Earnings of the Company’s foreign subsidiaries are not considered to be indefinitely reinvested outside of the United States. Net Earnings Attributable to Shareholders per Common Share Basic Earnings Per Share (“EPS”) is computed by dividing income available to common stockholders (the numerator) by the weighted -average The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, preferred stock, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. For the Year Ended May 31, May 31, Numerator: Net income (loss) attributable to common stockholders $ 8,201,773 $ (1,031,171 ) Effect of dilutive securities: — — Diluted net income (loss) $ 8,201,773 $ (1,031,171 ) Denominator: Weighted average common shares outstanding – basic 785,412,500 605,817,180 Dilutive securities:* Series A Preferred 1,168,177,320 — Series B Preferred 5,373,342,576 — Series C Preferred 1,206,351,359 — Series D Preferred 1,130,954,399 — Weighted average common shares outstanding and assumed conversion – diluted 9,664,238,154 605,817,180 Basic net income per common share $ 0.01 $ (0.00 ) Diluted net income per common share $ 0.00 $ (0.00 ) ____________ * May 31, Weighted average common shares outstanding – basic 605,817,180 Series A Preferred 1,233,209,295 Series B Preferred 5,373,342,576 Series C Preferred 1,206,351,359 Series D Preferred 1,174,935,959 Weighted average common shares outstanding and assumed conversion – diluted 9,593,656,369 Foreign Currency For most of our international operations conducted by the subsidiaries operating outside the U.S., local currencies have been determined to be their functional currencies. We translate functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in Other comprehensive income/(loss). The effects of converting transactions denominated in non -functional Comprehensive Income Comprehensive income consists of net earnings and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net earnings. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects and comprehensive income or loss attributable to the noncontrolling interests. Accumulated other comprehensive income or loss consisted entirely of foreign currency translation adjustments, net of related income tax effects, as of May 31, 2023 and 2022. Leases The Company recognizes a right of use (“ROU”) asset and liability in the consolidated balance sheet primarily related to its operating leases of office space, warehouse space and equipment. Right -of-use -line Segment Reporting Based on the guidance provided by ASC Topic 280, Segment Reporting Stock-Based Compensation The Company accounts for stock -based Compensation — Stock Compensation” “ASC 718” -based -based The Company recognizes all forms of share -based Share -based -Scholes -based -employees -based -line -based For the years ended May 31, 2023 and May 2022, there were no share -based Advertising and Marketing All costs associated with advertising and marketing of the Company products are expensed during the period when the activities take place and are included in selling and promotion on the consolidated statements of operations. Convertible Debt The Company accounts for Convertible Debt based on the guidance in ASC 470, “Debt with Conversion and Other Options -the-money -in Sequencing Policy Under ASC 815 -40-35 “Derivatives and Hedging — Contracts in Entity’s Own Equity” Recently Issued Accounting Pronouncements For the twelve months ended May 31, 2023, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements. |
Initial Public Offering
Initial Public Offering | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | NOTE 3 — INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over -allotment -half | NOTE 3 INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 27,600,000 Units which includes a full exercise by the underwriters of their over -allotment -half |
Private Placement
Private Placement | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,640,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant or $5,640,000 from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 8). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. | NOTE 4 PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsor purchased an aggregate of 5,640,000 Private Placement Warrants, at a price of $1.00 per Private Placement Warrant or $5,640,000 from the Company in a private placement. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 7). The proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless. |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Related Party Transactions [Line Items] | |||
RELATED PARTY TRANSACTIONS | NOTE 5 RELATED PARTY TRANSACTIONS Founder Shares On October 19, 2020, the Sponsor purchased 5,750,000 shares (the “Founder Shares”) of the Company’s common stock for an aggregate price of $25,000. On January 14, 2021, the Company declared a dividend of 0.2 shares of common stock for each outstanding share, resulting in an aggregate of 6,900,000 Founder Shares outstanding. The Founders Shares included an aggregate of up to 900,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over -allotment -converted -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Services Agreement The Company entered into an agreement, commencing on January 14, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and six months ended June 30, 2023 the Company incurred fees related to these services totaling $30,000 and $60,000, respectively. For the three and six months ended June 30, 2022 administrative fees totaled $30,000 and $60,000, respectively. As of June 30, 2023 and December 31, 2022, $60,000 and $120,000, respectively, of these fees are included in accrued expenses in the accompanying condensed balance sheets. Advances from Related Party and Due to Sponsor An affiliate of the Sponsor paid for certain operating costs on behalf of the Company amounting to $2,360,252 and $651,799 as of June 30, 2023 and December 31, 2022, respectively. The advances are non -interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business | NOTE 5 RELATED PARTY TRANSACTIONS Founder Shares On October 19, 2020, the Sponsor purchased 5,750,000 -allotment -converted -allotment The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of (A) one year after the completion of a Business Combination and (B) subsequent to a Business Combination, (x) if the reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 -trading Administrative Services Agreement The Company entered into an agreement, commencing on January 14, 2021, to pay the Sponsor a total of $10,000 per month for office space, utilities, secretarial and administrative support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Fees related to these services totaling $120,000 and $115,000 are included in accrued expenses in the accompanying balance sheets at December 31, 2022 and 2021, respectively. For the years ended December 31, 2022 and 2021, administrative fees totaled $120,000 and $115,000, respectively. Advances from Related Party and Due to Sponsor An affiliate of the Sponsor paid for certain operating costs on behalf of the Company amounting to $651,799 and $135,836 as of December 31, 2022 and 2021, respectively. The advances are non -interest Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post -Business no | |
Unique Logistics International, Inc. [Member] | |||
Related Party Transactions [Line Items] | |||
RELATED PARTY TRANSACTIONS | 9. RELATED PARTY TRANSACTIONS The Company has the following debt due to related parties: May 31, May 31, Due to FTS (1) $ 801,310 $ 602,618 Due to ULHK (4) 12,750,000 — Due to employee (2) — 30,000 Due to employee (3) — 66,658 13,551,310 699,276 Less: current portion (4,801,310 ) (301,308 ) $ 8,750,000 $ 397,968 ____________ (1) The Promissory Note dated March 30, 2021 in the principal amount $903,927 bears no interest provided that any amount due under this Note which is not paid when due shall bear interest at an interest rate equal to six percent (6%) per annum. The principal amount is due and payable in six payments of $150,655. The first payment was due on November 30, 2021, with each succeeding payment to be made six months after the preceding payment. The balance of this Promissory Note due within the next 12 months is $301,309 as of May 31, 2023. Promissory Note dated February 21, 2023, in connection with the acquisitions (see Note 2) in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from FTS maturing February 21, 2025 and bearing no interest. (2) -six -interest-bearing (3) -six -interest-bearing (4) As discussed in Note 2, On February 21, 2023, the Company completed the acquisition of eight ULHK operating subsidiaries, in a combination of cash and promissory notes issued to the Seller. As of May 31, 2023, some of these notes were paid off, or refinanced with Term Debt. The following notes were outstanding and classified as current as of May 31, 2023: • • The following notes are classified as noncurrent as of May 31, 2023: • • • -Taiwan -Taiwan -Taiwan -Taiwan • -Vietnam Vietnam Maturity Date; or (b) in the event that the Vietnam Approvals have not been received by the Vietnam Maturity Date, payment under this promissory note will be due and payable within fifteen (15) days of receipt of the Vietnam Approvals. This promissory note was issued in lieu of cash otherwise due under the original Local SPA in respect of the Purchased Shares of Unique -Vietnam -Vietnam -Vietnam Accounting Services David Briones, one of our directors, is the managing member and sole owner of the Brio Financial Group, a financial consulting firm that the Company uses to assist it in preparing and reviewing its financial statements and Management’s Discussion and Analysis disclosure in the reports that it files with the SEC pursuant to the requirements of the Exchange Act. During the year ended May 31, 2023, we also engaged Brio Financial Group to prepare the pro forma financial statements for inclusion in the registration statement on Form S -4 Consulting Agreements Unique entered into a Consulting Services Agreement on May 29, 2020 for a term of three years with Great Eagle Freight Limited, a Hong Kong Company, pursuant to which the Company pays $500,000 per year until the expiration of the agreement on May 28, 2023. The fair value of the services was determined to be less than the cash payments and the difference was recorded as Other Long Term Liabilities line item on the consolidated balance sheets and amortized over the life of the agreement. The unamortized balances were none and $282,666 as of May 31, 2023 and 2022, respectively. Accounts Receivable and Payable Transactions with related parties account for $3.5 million and $2.9 million of accounts receivable and accounts payable as of May 31, 2023, respectively, compared to $3.0 million and $15.2 million of accounts receivable and accounts payable as of May 31, 2022, respectively. Revenue and Expenses Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties. For the years ended May 31, 2023 and 2022 these transactions represented approximately $7.3 million and $3.9 million, respectively. Direct costs are services billed to the Company by related parties for shipping activities. For the year ended May 31, 2023 and 2022 these transactions represented approximately $38.0 million and $192.8 million |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Commitments and Contingencies [Line Items] | |||
COMMITMENTS AND CONTINGENCIES | NOTE 6 — COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these unaudited condensed financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. On January 5, 2023, the Company’s stockholders redeemed 282,720 Class A shares for a total of $3,293,029. The Company evaluated the classification and accounting of the stock redemption under ASC 450, “Contingencies”. ASC 450 states that when a loss contingency exists the likelihood that the future event(s) will confirm the loss or impairment of an asset, or the incurrence of a liability can range from probable to remote. A contingent liability must be reviewed at each reporting period to determine appropriate treatment. The Company evaluated the current status and probability of completing a Business Combination as of June 30, 2023 and determined that a contingent liability should be calculated and recorded. As of June 30, 2023, the Company recorded $32,930 of excise tax liability calculated as 1% of shares redeemed. Registration Rights Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy -back Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Subject to the consummation of the proposed business combination, the underwriters have agreed to reduce the amount of their deferred fees by $6,016,800. As the waiver is solely subject to the consummation of the proposed business combination, the Company did not alter the fee payable as the probability of the transaction closing is not yet certain. On March 28, 2023, BMO Capital Markets Corp. (“BMO”) informed the Company that it would be waiving its entitlement to its portion of the deferred underwriting fee that accrued from its participation in the Company’s IPO, as reflected in the underwriting agreement, dated on or about January 14, 2021. As a result of the foregoing, the reduction in deferred fees was split on a pro rata basis between additional paid -in -classified -in Legal Fees During 2022, the Company entered into a contingent fee arrangement with a third -party Merger Agreement On December 18, 2022, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Edify Merger Sub, Inc., a Nevada corporation and direct, wholly owned subsidiary of the Company (“Merger Sub”), and Unique Logistics International, Inc., a Nevada corporation (the “Unique Logistics” or “UNQL”). The Merger Agreement provides, among other things, that on the terms and subject to the conditions of the Merger Agreement, and in accordance with the Nevada Revised Statutes (the “NRS”) and other applicable laws, Merger Sub will merge with and into Unique Logistics (the “Merger”), with Unique Logistics being the surviving corporation of the Merger (Unique Logistics, in its capacity as the surviving corporation of the Merger, the “Surviving Corporation”) and a wholly owned subsidiary of the Company. The proposed Merger is expected to be consummated after receipt of the required approvals from the stockholders of the Company and Unique Logistics and the satisfaction of certain other conditions summarized below. Closing Merger Consideration At the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Unique Logistics (“Unique Logistics’ Common Stock”) (other than excluded shares and dissenting shares) will be cancelled and automatically deemed for all purposes to represent the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of Buyer (“Buyer Class A Common Stock”) equal to the quotient of (i) the Per Share Consideration Value (as defined herein), divided by (ii) $10.00 (subject to equitable adjustment) (the “Common Exchange Ratio”). The “Per Share Consideration Value” equals the quotient of (i) $282 million, divided by (ii) the sum of (A) the number of shares of Unique Logistics’ Common Stock, plus (B) the number of shares of Unique Logistics’ Common Stock into which all of the shares of Unique Logistics’ convertible preferred stock, par value $0.001 per share, of the Unique Logistics (collectively, the “Unique Logistics’ Convertible Preferred Stock”) would convert, in each case, as of immediately prior to the Merger, taking into account the effects of the Transactions in accordance with the certificate of designations applicable to such Unique Logistics’ Convertible Preferred Stock. At the effective time of the Merger: • • Series B Convertible Preferred Stock is convertible, taking into account the effects of the Transactions in accordance with the certificate of designation applicable to such Unique Logistics’ Convertible Preferred Stock, and (ii) the Common Exchange Ratio; • • Unique Logistics’ stockholders will also have the opportunity to earn up to 1,250,000 additional shares of the Company’s Class A Common Stock if (i) the trading price of Company’s Class A Common Stock exceeds $12.00 per share during the seven -year On July 20, 2023, EAC entered into Amendment No. 1 to the Merger Agreement (the “Amendment”) with the other parties thereto. The Amendment extends the termination date under the Merger Agreement from July 20, 2023 to January 20, 2024 (the “Termination Date”); provided, that, if any bona fide action for specific performance or other equitable relief by UNQL with respect to the Merger Agreement, or any other agreement contemplated thereunder or otherwise with respect to the transactions contemplated thereby, is commenced or pending on or before the Termination Date, then the Termination Date shall be automatically extended without any further action by any party until the date that is 30 days following the date on which a final, non -appealable Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, the Sponsor entered into an amended and restated letter agreement with the Company, Unique Logistics and certain directors and officers of the Company pursuant to which the Sponsor agreed (i) to waive certain anti -dilution -to-one Agreement, including agreeing to vote in favor of the adoption of the Merger Agreement at the special meeting; (iv) not to transfer founder shares or private placement warrants between the date of the Merger Agreement and the Closing; and (v) contingent upon the closing of the transactions contemplated by the Merger Agreement, not to transfer any shares of Class B common stock, par value $0.0001 per share, of the Company (or shares of the Company’s Class A Common Stock issuable upon conversion thereof), or any warrant entitling the Sponsor to purchase one share of the Company’s Class A Common Stock per warrant, in each case, for a period of 12 months following the date of the Closing subject to potential early termination if the trading price of the Company’s Class A Common Stock trades above $12.00 per share for a period specified therein. For additional information, refer to the Company’s Current Report on Form 8 -K | NOTE 6 COMMITMENTS AND CONTINGENCIES Risks and Uncertainties Management continues to evaluate the impact of the COVID -19 In February 2022, the Russian Federation and Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States, have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions on the world economy is not determinable as of the date of these financial statements. The specific impact on the Company’s financial condition, results of operations, and cash flows is also not determinable as of the date of these financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself, not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”) has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE” or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury. In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination and in the Company’s ability to complete a Business Combination. Registration Rights Pursuant to a registration rights agreement entered into on January 14, 2021, the holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to Class A common stock). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain piggyback registration rights with respect to registration statements filed subsequent to the completion of a business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The registration rights agreement does not contain liquidated damages or other cash settlement provisions resulting from delays in registering the Company’s securities. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters are entitled to a deferred fee of $0.35 per Unit, or $9,660,000 in the aggregate. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. Subject to the consummation of the proposed business combination, the underwriters have agreed to reduce the amount of their deferred fees by $6,016,800. As the waiver is solely subject to the consummation of the proposed business combination, the Company did not alter the fee payable as the probability of the transaction closing is not yet certain. Legal Fees During 2022, the Company entered into a contingent fee arrangement with a third -party Merger Agreement On December 18, 2022, the Company entered into an Agreement and Plan of Merger, as amended pursuant to Amendment No. 1 thereto dated as of July The Merger Agreement provides, among other things, that on the terms and subject to the conditions of the Merger Agreement, and in accordance with the Nevada Revised Statutes (the “NRS”) and other applicable laws, Merger Sub will merge with and into Unique Logistics (the “Merger”), with Unique Logistics being the surviving corporation of the Merger (Unique Logistics, in its capacity as the surviving corporation of the Merger, the “Surviving Corporation”) and a wholly owned subsidiary of the Company. The proposed Merger is expected to be consummated after receipt of the required approvals from the stockholders of the Company and Unique Logistics and the satisfaction of certain other conditions summarized below. Closing Merger Consideration At the effective time of the Merger, each share of common stock, par value $0.001 per share, of the Unique Logistics (“Unique Logistics’ Common Stock”) (other than excluded shares and dissenting shares) will be cancelled and automatically deemed for all purposes to represent the right to receive a number of shares of Class A Common Stock, par value $0.0001 per share, of Buyer (“Buyer Class A Common Stock”) equal to the quotient of (i) the Per Share Consideration Value (as defined herein), divided by (ii) $10.00 (subject to equitable adjustment) (the “Common Exchange Ratio”). The “Per Share Consideration Value” equals the quotient of (i) $282 million, divided by (ii) the sum of (A) the number of shares of Unique Logistics’ Common Stock, plus (B) the number of shares of Unique Logistics’ Common Stock into which all of the shares of Unique Logistics’ convertible preferred stock, par value $0.001 per share, of the Unique Logistics (collectively, the “Unique Logistics’ Convertible Preferred Stock”) would convert, in each case, as of immediately prior to the Merger, taking into account the effects of the Transactions in accordance with the certificate of designations applicable to such Unique Logistics’ Convertible Preferred Stock. At the effective time of the Merger: • • • • Unique Logistics’ stockholders will also have the opportunity to earn up to 1,250,000 additional shares of the Company’s Class A Common Stock if (i) the trading price of Company’s Class A Common Stock exceeds $12.00 per share during the seven -year Sponsor Support Agreement Concurrently with the execution of the Merger Agreement, the Sponsor entered into an amended and restated letter agreement with the Company, Unique Logistics and certain directors and officers of the Company pursuant to which the Sponsor agreed (i) to waive certain anti -dilution founder shares on a one -to-one For additional information, refer to the Company’s Current Report on Form 8 -K | |
Unique Logistics International, Inc. [Member] | |||
Commitments and Contingencies [Line Items] | |||
COMMITMENTS AND CONTINGENCIES | 12. COMMITMENTS AND CONTINGENCIES Litigation From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company. Leases The Company leases office space, warehouse facilities and equipment under non -cancellable -lease -through The components of lease expense were as follows: 31-May-23 31-May-22 Operating lease $ 1,955,377 $ 1,717,807 Interest on operating lease liabilities 594,366 209,536 Total net lease cost $ 2,540,217 $ 1,927,343 Supplemental balance sheet information related to leases was as follows: 31-May-23 31-May-22 Operating leases: Operating lease ROU assets – net $ 10,269,516 $ 2,408,098 Current operating lease liabilities, included in current liabilities $ 2,379,774 $ 912,618 Noncurrent operating lease liabilities, included in long-term liabilities 8,212,445 1,593,873 Total operating lease liabilities $ 10,592,219 $ 2,506,491 The operating lease right of use asset and corresponding lease liabilities were significantly impacted during the nine -month Supplemental cash flow and other information related to leases was as follows: For the Year For the Year ROU assets obtained in exchange for lease liabilities: Operating leases $ 8,715,190 $ 1,805 Weighted average remaining lease term (in years): Operating leases 4.37 3.88 Weighted average discount rate: Operating leases 9.06 % 4.02 % As of May 31, 2023, future minimum lease payments under noncancelable operating leases are as follows: Future Minimum Payments for the Twelve Months Ending May 31, 2024 $ 3,196,539 2025 2,939,156 2026 2,594,468 2027 2,547,323 2028 1,463,384 Thereafter — Total lease payments 12,740,869 Less: imputed interest (2,148,651 ) Total lease obligations $ 10,592,219 |
Stockholders' Deficit
Stockholders' Deficit | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Stockholders' Deficit [Line Items] | |||
STOCKHOLDERS' DEFICIT | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock Class A Common Stock Class B common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of our stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -converted -linked -linked -equivalent | NOTE 7 — STOCKHOLDERS’ DEFICIT Preferred Stock no Class A Common Stock Class B Common Stock Holders of Class A common stock and holders of Class B common stock will vote together as a single class on all matters submitted to a vote of the Company’s stockholders except as otherwise required by law. The shares of Class B common stock will automatically convert into Class A common stock at the time of a Business Combination, or earlier at the option of the holder, on a one -for-one -linked -converted -linked -linked -equivalent | |
Unique Logistics International, Inc. [Member] | |||
Stockholders' Deficit [Line Items] | |||
STOCKHOLDERS' DEFICIT | 11. STOCKHOLDERS’ EQUITY Common Stock The Company is authorized to issue 800,000,000 shares of stock, a par value of $0.001 per share. During the year ended May 31, 2022: On June 23, 2021, a noteholder converted $25,842.22 in convertible notes (principal and interest) into 14,385,720 shares of the Company’s common stock at a rate of $0.00179638 per share. On June 28, 2021, a noteholder converted $71,855.20 in convertible notes (principal and interest) into 40,000,000 shares of the Company’s common stock at a rate of $0.00179638 per share. On July 8, 2021, a noteholder converted $15,620.83 in convertible notes (principal and interest) into 8,695,727 shares of the Company’s common stock at a rate of $0.00179638 per share. On August 3, 2021, a noteholder converted $24,418.89 in convertible notes (principal and interest) into 13,593,388 shares of the Company’s common stock at a rate of $0.00179638 per share. On August 9, 2021, a noteholder converted $12,820.83 in convertible notes (principal and interest) into 7,137,037 shares of the Company’s common stock at a rate of $0.00179638 per share. On September 28, 2021, a noteholder converted $53,054.86 in convertible notes (principal and interest) into 29,534,319 shares of the Company’s common stock at a rate of $0.00179638 per share. On October 27, 2021, a noteholder converted $41,317 in convertible notes (principal and interest) into 23,000,000 shares of the Company’s common stock at a rate of $0.00179638 per share. During the years ended May 31, 2023 and 2022 there were no other common stock issuances, except for the conversions of Preferred Shares and Convertible Notes. As of May 31, 2023 and 2022, there were 799,141,770 and 687,196,478 shares of Common Stock issued and outstanding, respectively. Preferred Shares The Company is authorized to issue 5,000,000 Series A Convertible Preferred The holders of Series A Preferred stock subject to the rights of holders of shares of the Company’s Series B Preferred stock which shares will be pari passu with Series B Preferred in terms of liquidation preference and dividend rights and are subject to an anti -dilution Each holder of shares of Series A Preferred stock have the right to convert all or any portion of such holder’s Series A Preferred stock into fully paid and non -assessable If the Common Stock issuable upon conversion of Series A Preferred may be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, then, in any such event, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, each holder of Series A Preferred Stock may have the right thereafter to convert such shares of Series A Preferred stock into a number of shares of such other class or classes of stock which a holder of the number of shares of common stock deliverable upon conversion of the Series A Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares. If and whenever on or after the date on which the holder received shares of Series A Preferred stock (the “Issuance Date”) and through December -dilution -diluted In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series A Preferred may be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $0.001 par value per share and other junior securities, a liquidation preference equal to the stated value per share. During the year ended May Series B Convertible Preferred The holders of Series B Preferred stock, subject to the rights of holders of shares of the Company’s Series A Preferred stock which shares will be pari passu with the Series B Preferred in terms of liquidation preference and dividend rights, may be entitled to receive, at their option, immediately prior an in preference to any distribution to the holders of the Company’s common stock. Each holder of shares of Series B Preferred stock may have the right to convert all or any portion of such holder’s Series A Preferred Stock into fully paid and non -assessable If the Common Stock issuable upon conversion of Series B Preferred may be changed into the same or a different number of shares of any other class or classes of stock, whether by capital reorganization, reclassification or otherwise, then, in any such event, in lieu of the number of shares of common stock which the holders would otherwise have been entitled to receive, each holder of Series B Preferred stock may have the right thereafter to convert such shares of Series B Preferred stock into a number of shares of such other class or classes of stock which a holder of the number of shares of common stock deliverable upon conversion of the Series B Preferred Stock immediately before that change would have been entitled to receive in such reorganization or reclassification, all subject to further adjustment as provided herein with respect to such other shares. In the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series B Preferred may be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock, $0.001 par value per share and other junior securities, a liquidation preference equal to the stated value per share. During the year ended May Series C & D Convertible Preferred The number of shares designated as Series C and D Preferred stock may be 200 each. Such number may not be subject to increase without the written consent of the Series C and D holders of a majority of the then -issued Each share of Series C Preferred Stock may be convertible, at any time and from time to time from and after the date of issuance, at the option of the Series C holder thereof, into a number of shares of common stock determined in accordance with the conversion ratio calculated on the conversion date where each share of Series C Preferred stock may be a number of shares of common stock equal to 0.064113% (or up to 12.48% in the aggregate) of the Corporation’s common stock on a fully diluted basis, subject to anti -dilution Each share of Series D Preferred stock may be convertible, at any time and from time to time from and after the date of issuance, at the option of the Series D holder thereof, into a number of shares of common stock determined in accordance with the conversion ratio calculated on the conversion date where each share of Series D Preferred stock may be a number of shares of common stock equal to 0.0651869% (or up to 12.48% in the aggregate) of the Corporation’s common stock on a fully diluted basis, subject to anti -dilution In order to maintain the conversion ratio, the fully diluted basis may be calculated as of the conversion date and after an anti -dilution -dilution -dilution -dilution The holders of the Series C and D Preferred stock may be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities, or other property to which such holder would be entitled to receive with respect to such shares of Series C and D Preferred stock if such shares had been converted to common stock immediately prior to such liquidation. During the year ended May Warrants The following is a summary of the Company’s warrant activity: Warrants Weighted Outstanding – May 31, 2021 1,140,956,904 $ 0.002 Exercisable – May 31, 2021 1,140,956,904 $ 0.002 Cancelled (1,140,956,904 ) $ — Outstanding – May 31, 2022 — $ — On December 10, 2021, the Company entered into an amended securities exchange with two investors holding convertible notes and warrants for Convertible Preferred Stock Series C and D. For additional information on the exchange agreement see Note 5, Financing Arrangements. Upon effectiveness of the Amended Exchange Agreement, as of May 31, 2022 the Company no longer has any outstanding warrants. |
Warrant Liabilities
Warrant Liabilities | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Warrant Liabilities [Abstract] | ||
WARRANT LIABILITIES | NOTE 8 — WARRANT LIABILITIES As of June 30, 2023 and December 31, 2022, there were 13,800,000 Public Warrants and 5,640,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable, and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may call the warrant for redemption: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable | NOTE 8 — WARRANT LIABILITIES As of December 31, 2022 and 2021, there were 13,800,000 Public Warrants and 5,640,000 Private Placement Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue shares of Class A common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 business days after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A common stock issuable upon exercise of the warrants and thereafter will use its best efforts to cause the same to become effective within 60 business days following a Business Combination and to maintain a current prospectus relating to the Class A common stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may call the warrant for redemption: • • • • -trading If and when the warrants become redeemable by the Company, the Company may not exercise its redemption right if the issuance of shares of common stock upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or the Company is unable to effect such registration or qualification. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuances of Class A common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional shares of Class A common stock or equity -linked The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants will not be transferable, assignable or saleable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non -redeemable |
Income Taxes
Income Taxes | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2022 | |
Income Taxes [Line Items] | ||
INCOME TAXES | NOTE 9 — INCOME TAXES The Company’s net deferred tax assets as of December 31, 2022 and 2021 are as follows: December 31, December 31, Deferred tax assets Net operating loss carryforward $ 210 $ 35,977 Start-up/organization expenses 379,840 184,852 Business combination expenses — — Total deferred tax assets 380,050 220,829 Valuation allowance (380,050 ) (220,829 ) Deferred tax assets, net of allowance $ — $ — The income tax provision consists of the following for the years ended December 31, 2022 and 2021: For the Years Ended 2022 2021 Federal Current $ 743,061 $ — Deferred (159,221 ) (220,619 ) State Current — — Deferred — — Change in valuation allowance 159,221 220,619 Income tax provision $ 743,061 $ — In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2022 and 2021, the change in the valuation allowance was $159,221 and $220,619, respectively. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2022 and 2021 is as follows: December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (16.37 )% (34.30 )% Transaction costs associated with IPO 0.00 % 2.40 % Meals and entertainment 0.28 % 0.00 % Fair value of private warrant liabilities in excess of proceeds 0.00 % 8.20 % Change in valuation allowance 1.34 % 2.70 % Income tax provision 6.25 % 0.00 % The Company files income tax returns in the U.S. federal jurisdiction and in various state and local jurisdictions and is subject to examination by the various taxing authorities. | |
Unique Logistics International, Inc. [Member] | ||
Income Taxes [Line Items] | ||
INCOME TAXES | 13. INCOME TAXES The breakout of pretax income between foreign and domestic is as follows: For the For the Domestic $ 8,944,305 $ 5,948,852 Foreign 659,246 — $ 9,603,551 $ 5,948,852 The expense (benefit) for income taxes consists of: For the Year Ended May 31, For the Year Ended May 31, Current: Federal $ 1,475,897 $ 2,052,526 State 208,481 1,041,298 Foreign 519,257 — 2,203,635 3,093,827 Deferred: Federal (133,051 ) (554,294 ) State (141,572 ) (125,235 ) Foreign (540,029 ) — (814,652 ) (679,529 ) Total tax expense $ 1,388,983 $ 2,414,298 Other noncurrent liabilities include liabilities for uncertain tax provision (UTP) as follows: For the For the Total UTP balance on June 1 $ — $ — Additions based on tax provisions related to the current year — — Additions for tax positions of prior years 2,582,341 — Reductions for tax positions of prior years — — Settlements — — Reductions due to lapse of applicable statute of limitations — — Total UTP balance on May 31 $ 2,582,341 $ — The Company evaluated the provisions of ASC 740 related to the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. ASC 740 prescribes a comprehensive model for how a company should recognize, present, and disclose uncertain positions that the Company has taken or expects to take in its tax return. For those benefits to be recognized, a tax position must be more -likely-than-not If applicable, interest and penalties related to the unrecognized tax positions are required to be calculated and would be classified as “tax expense” in the statement of operations. These reserves would impact income tax expense if released into income. The Company does not expect a change to its unrealized tax positions in the next twelve months. The Taxing jurisdiction that is significant to Company is the U.S. open tax years related to this taxing jurisdiction remains subject to examination and could result in additional tax liabilities. The Company is no longer subject to income tax examinations for years before 2019. The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: Deferred Tax Assets May 31, May 31, Allowance for doubtful accounts $ 437,493 $ 733,139 Consulting contract liability — 230,263 Acquisition Costs 397,567 — Interest Expense (163j Limitation) 259,984 — Lease liability 2,507,442 659,460 Other 562,228 238,006 Total deferred tax assets 4,164,713 1,860,868 Deferred Tax Liabilities Operating lease right-of-use assets (2,414,333 ) (631,173 ) Dividends received (3,480,143 ) — Accrued withholding tax (714,945 ) — Goodwill and intangibles (1,921,833 ) (256,533 ) Fixed assets (38,902 ) (30,414 ) Net deferred tax asset (liability) $ (4,405,442 ) $ 942,748 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon future generation for taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. For the years ended May 31, 2023 and 2022, there was no valuation allowance necessary. The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows: For the Year Ended May 31, For the Year Ended May 31, US Federal statutory rate (%) 21.0 21.0 State income tax, net of federal benefit (0.5 ) 16.4 Impact of debt exchange (2.5 ) 18.9 PPP loan forgiveness — (1.3 ) Foreign income taxes and adjustments 1.5 — FDII deduction (4.0 ) (10.1 ) Withholding taxes 1.1 — Other (2.1 ) (4.3 ) Income tax provision 14.5 40.6 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
FAIR VALUE MEASUREMENTS | NOTE 9 FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. At June 30, 2023, assets held in the Trust Account were comprised of $18,081,361 of mutual funds invested in U.S. Treasury securities with dividends reinvested. At December 31, 2022, assets held in the Trust Account were comprised of $775,917 of mutual funds invested in U.S. Treasury securities with dividends reinvested and $19,376,793 held in the trust’s cash operating account. During the period ended June 30, 2023, the Company had withdrawn $3,293,029 from Trust Account in connection with the redemption of common stock. During the year ended December 31, 2022, the Company had withdrawn $988,872 of interest earned from Trust Account to pay taxes and $258,680,733 from Trust Account in connection with the redemption of common stock. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: June 30, 2023 Investments and cash held in Trust Account – Mutual Fund 1 $ 18,081,361 Liabilities: June 30, 2023 Warrant Liabilities – Public Warrants 2 $ 414,000 June 30, 2023 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 Level Fair Value Assets: December 31, 2022 Investments and cash held in Trust Account – Mutual Funds (1) 1 $ 775,917 Liabilities: December 31, 2022 Warrant Liabilities – Public Warrants 2 $ 414,000 December 31, 2022 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 ____________ (1) The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The Private Placement Warrants were valued using the Black -Scholes -Scholes -check The key inputs to both models for the Private Warrants were as follows: Input December 31, June 30, Asset Price $ 10.09 $ 10.59 Exercise Price $ 11.50 $ 11.50 Merger Announcement Date 12/18/2022 12/18/2022 Expected Merger Date 07/20/2023 01/20/2024 Expiration Date 07/20/2028 01/20/2029 Call Price N/A N/A Contractual Term 5.6 5.60 Risk-Free Rate 4.0 % 4.10 % Volatility 6.6 % 7.5 % Dividend Yield 0.0 % 0.0 % Steps N/A 200 The following table presents the changes in the fair value of Level 3 warrant liabilities for the comparable period: Private Warrant Fair value as of December 31, 2022 $ 169,200 $ 169,200 Change in fair value — — Fair value as of March 31, 2023 $ 169,200 $ 169,200 Change in fair value — — Fair value as of June 30, 2023 $ 169,200 $ 169,200 The following table presents the changes in the fair value of Level 3 warrant liabilities: Private Warrant Fair value as of December 31, 2021 $ 2,932,800 $ 2,932,800 Change in fair value (1,974,000 ) (1,974,000 ) Fair value as of March 31, 2022 958,800 958,800 Change in fair value (282,000 ) (282,000 ) Fair value as of June 30, 2022 $ 676,800 $ 676,800 Transfers to/from Levels | NOTE 10 FAIR VALUE MEASUREMENTS The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on assessment of the assumptions that market participants would use in pricing the asset or liability. At December 31, 2022, assets held in the Trust Account were comprised of $775,917 of mutual funds invested in U.S. Treasury securities with dividends reinvested and $19,376,793 held in the trustee’s cash operating account. As of December 31, 2021, assets held in the Trust Account were comprised of $276,026,092 of mutual funds invested in U.S. Treasury securities with dividends reinvested. During the year ended December 31, 2022, the Company had withdrawn $988,872 of interest earned from Trust Account to pay taxes and $258,680,733 from Trust Account in connection with the redemption of common stock. During the year ended December 31, 2021, the Company did not withdraw any interest income from the Trust Account. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Held to Maturity Level Fair Value Assets: December 31, 2022 Investments held in Trust Account – Mutual Funds (1) 1 $ 775,917 Liabilities: December 31, 2022 Warrant Liabilities – Public Warrants 2 $ 414,000 December 31, 2022 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 Held to Maturity Level Fair Value Assets: December 31, 2021 Investments held in Trust Account – Mutual Funds 1 $ 276,026,092 Liabilities: December 31, 2021 Warrant Liabilities – Public Warrants 2 $ 6,900,000 December 31, 2021 Warrant Liabilities – Private Placement Warrants 3 $ 2,932,800 (1) The Warrants are accounted for as liabilities in accordance with ASC 815 -40 The Private Placement Warrants were valued using the Black -Scholes -Scholes -check The key inputs to both models for the Private Warrants were as follows: Input December 31, December 31, Asset Price $ 10.09 $ 9.77 Exercise Price $ 11.50 $ 11.50 Expected Merger Announcement Date 12/18/2022 3/31/2022 Expected Merger Date 07/20/2023 9/30/2022 Expiration Date 07/20/2028 9/30/2027 Call Price N/A N/A Contractual Term 5.6 5.5 Risk-Free Rate 4.0 % 1.3 % Volatility 6.6 % 20.4 % Dividend Yield 0.0 % 0.0 % Steps N/A N/A The following table presents the changes in the fair value of Level 3 warrant liabilities for the years ended December 31, 2022 and 2021: Private Public Warrant Fair value as of December 31, 2021 $ 2,932,800 $ — $ 2,932,800 Change in fair value (2,763,600 ) — (2,763,600 ) Fair value as of December 31, 2022 $ 169,200 $ — $ 169,200 Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 20, 2021 8,798,400 18,078,000 26,876,400 Change in fair value (5,865,600 ) (11,178,000 ) (17,043,600 ) Transfers to Level 1 — (6,900,000 ) (6,900,000 ) Fair value as of December 31, 2021 $ 2,932,800 $ — $ 2,932,800 Transfers to/from Levels |
Subsequent Events
Subsequent Events | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | NOTE 10 — SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the condensed balance sheet date up to the date that the unaudited condensed financial statements were issued. Other than as disclosed below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements. On July 20, 2023, EAC entered into Amendment No. 1 to the Merger Agreement (the “Amendment”) with the other parties thereto. The Amendment extends the Termination Date under the Merger Agreement; provided, that, if any bona fide action for specific performance or other equitable relief by UNQL with respect to the Merger Agreement, or any other agreement contemplated thereunder or otherwise with respect to the transactions contemplated thereby, is commenced or pending on or before the Termination Date, then the Termination Date shall be automatically extended without any further action by any party until the date that is 30 days following the date on which a final, non -appealable On July 20, 2023, EAC held a special meeting in lieu of annual meeting of stockholders (the “Special Meeting”). On June 6, 2023, the record date for the Special Meeting, there were 8,587,664 issued and outstanding shares of EAC’s common stock entitled to vote at the Special Meeting, 94.30% of which were represented in person or by proxy. The following matters were submitted and approved via a vote of the stockholders at the Special Meeting: Extension Amendment Proposal Trust Amendment Proposal -month NTA Requirement Amendment Proposal Founder Share Amendment Proposal -for-one Director Election Proposal -elect Auditor Ratification Proposal In connection with the approval of the above proposals, EAC’s stockholders elected to redeem an aggregate 697,235 shares of Common Stock in connection with the Special Meeting. | NOTE 11 SUBSEQUENT EVENTS The Company evaluated subsequent events and transactions that occurred after the balance sheets date up to the date that the financial statements were issued. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On January 11, 2023, the Company, received a notification letter from the Listing Qualifications Staff of The Nasdaq Stock Market LLC (“Nasdaq”) indicating that, since the Company has not yet held an annual meeting of shareholders within twelve months of the end of its December 31, 2021 fiscal year, it is out of compliance with the Nasdaq rules for continued listing (Listing Rules 5620(a) and 5810(c)(2)(G)). The notification letter has no immediate effect on the listing of the Company’s securities on the Nasdaq Capital Market. The Company expects to file a definitive proxy statement in the coming weeks for an annual meeting to be held in February 2023 to regain compliance with the applicable Nasdaq Listing Rules. On January 19, 2023, the Company reinvested $17,497,468 of funds previously held in the trustee’s cash operating account as of December 31, 2022 into money market funds. | |
Unique Logistics International, Inc. [Member] | |||
Subsequent Events [Line Items] | |||
SUBSEQUENT EVENTS | 14. SUBSEQUENT EVENTS The Company has evaluated subsequent events through the date the consolidated financial statements were available to be issued. Based on this evaluation, the Company has identified no reportable subsequent events other than those disclosed elsewhere in these consolidated financial statements. On June 30, 2023, the Company borrowed on the delayed draft term loan amount of $5,263,158, ($5,000,000 principal and $263,158 related to the upfront fees), with interest rate based on 3 months SOFR Rate Loans. The outstanding principal amount of (i) the Initial Term Loan shall be repayable (1) on August 31, 2023 and November 30, 2023, in an amount equal to 1.25% of the principal amount of the Initial Term Loan, (2) on February 29, 2024, May 31, 2024, August 31, 2024 and November 30, 2024, in an amount equal to 2.50% of the principal amount of the Initial Term Loan and (3) on February 28, 2025, May 31, 2025, August 31, 2025, November 30, 2025, and February 28, 2026 in an amount equal to 3.75% of the principal amount of the Initial Term Loan and (ii) any funded Delayed Draw Term Loan shall be repayable (1) on August 31, 2023 and November 30, 2023, in an amount equal to 1.25% of the funded principal amount of such Delayed Draw Term Loan, (2) on February 29, 2024, May 31, 2024, August 31, 2024 and November 31 2024, in an amount equal to 2.50% of the funded principal amount of such Delayed Draw Term Loan and (3) on February 28, 2025, May 31, 2025, August 31, 2025, November 30, 2025 and February 28, 2026, in an amount equal to 3.75% of the funded principal amount of such Delayed Draw Term Loan. The proceeds of the above borrowing shall be used to pay a portion of the purchase price under the SPA. On June 30, 2023, the Company paid off the remaining amount of $4,250,000 of the Promissory Note 3 to ULHK (see Note 2, Acquisitions and Equity Method Investments) including associated interest. On June 1, 2023, the Company received an approval by the Investment Commission of the Ministry of Economic Affairs of Taiwan to the application (No.: Wai -18976 in this Taiwan entity on February 21, 2023 (see Note 2, Acquisitions and Equity Method Investments), $2,000,000 is due and payable 15 days after the receipt of an approval of this transfer by the Taiwan government. On August 1, 2023, Promissory Note 6 was amended to extend maturity date to July 31, 2024, with all other terms unchanged. On September 8, 2023, the Company agreed with ULHK to amend Promissory Note 7 issued in connection with the acquisition of ULHK ownership in Vietnam entity on February 21, 2023 (see Note 2, Acquisitions and Equity Method Investments), where $1,000,000 is due and payable on June 30, 2023, or the 15 days after the receipt of an approval of this transfer by the Vietnam government, whichever is the latest. The approvals have not yet been received and this note has not yet become payable. The date of extension was agreed to twelve months after receipt of the Vietnam approvals. On July 7, 2023, the Company and ULHK amended Promissory Note 8, in the principal amount of $2,500,000 having an interest rate of 15% and original due date of June 30, 2023, to a new maturity date of October 31, 2023, with all other terms unchanged. This Promissory Note was issued in respect of the purchase price adjustment provided for under the SPA. On July 20, 2023, The Company (“Borrower”) entered into a Revolving Credit Facility (“Agreement”) with TBK Bank, SSB, a Texas State Savings Bank (“Lender”). The Agreement provides for a facility under which the Lender will, from time to time, make Advances under the Revolving Credit Facility to the Borrower in such amounts as Borrower may request, but not to exceed $25,000,000. This agreement replaced the previous loan agreement with TBK Bank, SSB which expired on May 31, 2023. The proceeds of the Revolving Credit Facility will be used by the Borrower (i) for fees and expenses incurred in connection with the consummation of the agreement and the transactions contemplated thereby, (ii) for Borrower’s legitimate working capital requirements or purposes, and (iii) to satisfy the indebtedness, obligations and liabilities of the Borrower to Lender under or pursuant to the Existing Loan Agreement. The Agreement is set to mature on May 31, 2025. On June 9, 2023, the Company and Edify issued a press release announcing that Edify has filed a registration statement on form S -4 -owned -owned Previously, the Company entered into an Agreement and Plan of Merger on December 18, 2022 (the “Merger Agreement”) by and among Edify Acquisition Corp., a Delaware corporation (“Edify”), Edify Merger Sub, Inc., a Nevada corporation and a wholly -owned -owned -4 On September 13, 2023, the Company entered into a waiver agreement with CB Agent Services LLC, origination agent and Alter Domus (US) LLC, administrative agent to permanently waive all existing as of May 31, 2023, events of default existing as of this date and specifically listed in the waiver agreement. The waiver is effective only in this specific instance and for the specific purpose set forth in the agreement and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other loan document, which terms and conditions shall continue in full force and effect. |
Acquisitions and Equity Method
Acquisitions and Equity Method Investments | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Acquisitions and Equity Method Investments [Line Items] | |
ACQUISITIONS AND EQUITY METHOD INVESTMENTS | 2. ACQUISITIONS AND EQUITY METHOD INVESTMENTS On February 21, 2023, the Company completed the acquisition via a stock purchase agreement (“SPA”) signed on April 28, 2022, and applicable amendments by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the “ULHK”), whereby the Company acquired all ULHK’s share capital in eight (8) of ULHK’s (“ULHK Entities Acquisition”) operating subsidiaries as follows: Name of acquired operating subsidiary Purchased Percentage Designation Unique Logistics International (H.K.) Limited 100% Consolidated subsidiary Unique Logistics International (Vietnam) Co., Ltd. 65% Consolidated subsidiary ULI (South China) Limited 70% Consolidated subsidiary Unique Logistics International (South China) Limited 70% Consolidated subsidiary Unique Logistics International (India) Private Ltd. 65% Consolidated subsidiary ULI (North & East China) Company Limited 50% Equity -method Unique Logistics International Co., Ltd 50% Equity -method TGF Unique Limited 49.99% Equity -method Purchase Price The total fair value of the consideration recorded as of the acquisition date was $28.8 million ($16.5 million net of $12.3 million cash acquired as part of operating capital). Maturity Date Description Fair Value Interest rate Cash at closing $ 3,500,000 Promissory Notes 3/7/2023 Note 1 to ULHK 4,500,000 15.0 % 4/7/2023 Note 2 to ULHK 5,000,000 15.0 % 6/30/2023 Note 3 to ULHK 5,000,000 15.0 % 2/21/2025 Note 4 to ULHK 1,000,000 — 2/21/2025 Note 5 to FTS 500,000 — 7/31/2024 Note 6 to ULHK (Taiwan) 2,000,000 — 7/31/2024 Note 7 to ULHK (Vietnam) 1,000,000 — 19,000,000 Contingent considerations 10/31/2023 Note 8 to ULHK 2,500,000 15.0 % 2/21/2024 Note 9 to ULHK 2,000,000 — 2/21/2024 Earnout payment 1,750,000 6,250,000 Purchase Price $ 28,750,000 Promissory Notes As part of the acquisition, the Company issued certain promissory notes consisting of the following: Promissory Note 1 in the principal amount of $4,500,000 which matures March 7, 2023, having an interest rate of 15%. Promissory Note 2 in the principal amount of $5,000,000 which matures April 7, 2023, having an interest rate of 15%. Promissory Note 3 in the principal amount of $5,000,000 which matures June 30, 2023, having an interest rate of 15% Promissory Note 4 in the principal amount of $1,000,000 which matures February 21, 2025 and bearing no interest. Promissory Note 5 in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from Frangipani Trade Services, Inc. (“FTS”), a New York corporation owned by Sunandan Ray, Chief Executive Officer of the Company, maturing February 21, 2025 and bearing no interest. Promissory Note 6 in the principal amount of $2,000,000 due June 30, 2023 (the “Initial Taiwan Maturity Date”), bearing no interest and payable on: (a) July 15, 2023, provided that all government and other regulatory approvals necessary or required by Taiwan in order to consummate the Transaction as the same relates to Unique -Taiwan -Taiwan -Taiwan -Taiwan Promissory Note 7 in the principal amount of $1,000,000 due June 30, 2023 (the “Initial Vietnam Maturity Date”), bearing no interest and payable on: (a) July 15, 2023, provided that all government and other regulatory approvals necessary or required by Vietnam in order to consummate the Transaction as the same relates to Unique -Vietnam -Vietnam -Vietnam -Vietnam Contingent Considerations As part of ULHK Entities Acquisition the Company issued two additional promissory notes, in lieu of cash, as payment of certain milestones set forth in the SPA that were already achieved: • • In addition to the purchase price discussed above, ULHK was eligible for a one -time -out -year on the actual up to date performance of the acquired entities and the probability of the earn out payment occurrence to be at $1,750,000 as of February 28, 2023. Subsequent to year end, it was confirmed that the applicable milestones were not achieved, and this contingency was released through the statement of operations as a change in fair value of the contingent liability in the amount of $1.8 million as a non -recurring In accordance with Amendment No. 1 to the Stock Purchase Agreement. $1.0 million of the cash portion of the purchase price was used to establish a reserve against certain potential existing and contingent liabilities relating to certain of the ULHK Entities that had not been disclosed to the Company as of the date of the original Stock Purchase Agreement. To the extent that any claims related to such undisclosed liabilities are asserted on or before February 20, 2024, any amounts that the relevant ULHK Entities pay upon settlement or are found liable for by a competent court, tribunal or governmental authority will be paid to Unique Logistics up to the $1.0 million amount of the reserve. If no such claims are made then the entire $1.0 million reserve, or the amount left, if any, after deducting such settlement or liability amounts, will be released to ULHK. The Company and ULHK are still in the process of evaluating the impact of potential tax issues in Unique -Vietnam Purchase Price Allocation The Company obtained full control of five subsidiaries during the acquisition identified above and consolidated these subsidiaries as of the acquisition date. US GAAP requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquirer at the acquisition date, measured at their fair values as of that date. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the identifiable tangible and intangible assets acquired and liabilities assumed. The following summarizes estimates of fair values of the assets acquired and liabilities assumed as of May 31, 2023: Initial Measurement Period Adjustment Updated Purchase Price Allocation Assets Acquired: Cash $ 12,328,319 $ — $ 12,328,319 Current Assets 23,904,207 — 23,904,207 Equity in net assets of affiliated companies 5,368,959 — 5,368,959 Identifiable intangible assets 6,515,000 — 6,515,000 Other noncurrent assets 2,367,272 — 2,367,272 50,483,757 — 50,483,757 Liabilities Assumed: Current liabilities (27,326,110 ) (6,574,412 ) (33,900,522 ) Noncurrent liabilities (327,861 ) — (327,861 ) (27,653,971 ) (6,574,412 ) (34,228,383 ) Less noncontrolling interest (3,558,263 ) — (3,558,263 ) Goodwill 9,478,477 6,574,412 16,052,889 Purchase Price $ 28,750,000 $ — $ 28,750,000 The total amount of goodwill recognized during the initial transaction was $9,478,477 recorded on the balance sheet. Subsequently, goodwill was adjusted for the impact of deferred income tax liability related to the acquisitions and accounted for it as a measurement period adjustment in the amount of $6,574,412. The goodwill acquired is primarily attributable to the workforce retained of the acquired businesses and synergies expected to arise after the Company’s acquisition of the above operating subsidiaries. The measurement period arose from the adoption of a policy at the time of the acquisition to currently remit a portion of the earnings and profits of the acquired subsidiaries and recognition of the related income tax liabilities. The Company paid approximately $0.5 million of closing costs for legal, accounting, and other professional fees that were expensed during the year ended May 31, 2023. Identifiable intangible assets and their amortization periods are estimated as follows: Cost Basis Useful Life Customer relationships $ 6,292,000 7 years Non-compete agreements 223,000 1 year $ 6,515,000 Amortization of these acquired intangibles is included in Note 5, Intangible Assets. Equity Method Investments The following summarizes financial information at fair value for the equity -method Fair Value Current assets $ 17,493,164 Noncurrent assets 152,658 Total assets 17,645,822 Current liabilities 6,907,904 Noncurrent liabilities — Total liabilities 6,907,904 Net assets of the equity investee 10,737,918 Equity attributable to non-controlling interest (5,368,959 ) Total equity method investment attributable to registrant 5,368,959 Pro Forma Information (Unaudited) The results of operations of eight entities that the Company acquired on February 21, 2023, have been included in our May 31, 2023, consolidated financial statements as follows: 7 days of these entities operations in February 2023, and two full months ended March 31 and April 30, 2023, based on the Company’s decision to include earnings from consolidated subsidiaries and equity method investments on a one -month The following unaudited pro forma financial information represents a summary of the consolidated results of operations for the years ended May 31, 2022, assuming the acquisitions had been completed as of June 1, 2021, the first day of the period presented. The proforma adjustments include the elimination of intercompany revenue and expense transactions. The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results. For the For the Revenue, net $ 416,289,385 $ 1,271,514,041 Net Income attributable to registrant 11,742,885 26,095,482 Weighted average shares of common stock outstanding, basic 785,412,500 605,817,180 Weighted average shares of common stock outstanding, diluted 9,664,238,154 9,593,656,369 Net income per share, basic $ 0.02 $ 0.04 Net income per share, diluted $ 0.00 $ 0.00 |
Property and Equipment
Property and Equipment | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc., [Member] | |
Property and Equipment [Line Items] | |
PROPERTY AND EQUIPMENT | 3. PROPERTY AND EQUIPMENT Major classifications of property and equipment are summarized below as of May 31, 2023 and 2022. May 31, May 31, Furniture and fixtures $ 328,480 $ 102,062 Computer equipment 223,736 159,674 Software 48,175 30,609 Leasehold improvements 197,966 27,146 Motor Vehicles 224,881 — 1,023,238 319,491 Less: accumulated depreciation (413,453 ) (130,602 ) $ 609,785 $ 188,889 Depreciation expense charged to income for the years ended May 31, 2023 and May 31, 2022 amounted to $282,851 and $75,204. |
Goodwill
Goodwill | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Goodwill [Line Items] | |
GOODWILL | 4. GOODWILL On February 21, 2023, the Company completed the acquisition of ULHK subsidiaries and recorded additional goodwill. Subsequently, goodwill was adjusted for the impact of deferred income tax liability related to the acquisitions and accounted for it as a measurement period adjustment. As of May 31, 2023, the Company has recorded goodwill as follows: Beginning balance June 1, 2022 $ 4,463,129 Acquired through business combination 16,052,889 Ending balance May 31, 2023 20,516,018 |
Intangible Assets
Intangible Assets | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Intangible Assets [Line Items] | |
INTANGIBLE ASSETS | 5. INTANGIBLE ASSETS Intangible assets consist of the following at May 31, 2023 and 2022: May 31, May 31, Trade names/trademarks $ 806,000 $ 806,000 Customer relationships 13,925,000 7,633,000 Non-compete agreements 536,000 313,000 15,267,000 8,752,000 Less: Accumulated amortization (2,401,907 ) (1,414,296 ) $ 12,865,093 $ 7,337,704 Amortizable intangible assets, including tradenames and non -compete -line -line Estimated amortization expense for the next five years and thereafter is as follows: Twelve Months Ending May 31, 2024 1,668,921 2025 1,501,671 2026 1,501,671 2027 1,501,671 2028 1,501,671 Thereafter 5,189,488 $ 12,865,093 |
Equity Method Investment
Equity Method Investment | 12 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
EQUITY METHOD INVESTMENT | 6. EQUITY METHOD INVESTMENT As discussed in Note 2, on February 21, 2023, the Company completed the acquisition of eight of ULHK’s operating subsidiaries, including three subsidiaries accounted for under equity investment method, Unique -NEC -Taiwan -UK Under the equity method, the investment is initially recorded at cost, adjusted for any excess of the Company’s share of the incorporated -date Activity recorded for the Company’s share of equity method investments is summarized in the following table: Equity investment carrying amount at May 31, 2022 $ — Payment made for equity method investment 5,368,959 Net income share of the Company 136,656 Dividends received (2,123,932 ) Equity investment carrying amount at May 31, 2023 $ 3,381,683 The dividends received represent a return of the Company’s investment. The tables below present the summarized financial information, as provided to the Company by the investees, for the unconsolidated companies: May 31, Current assets $ 14,712,542 Noncurrent assets 138,172 Current liabilities 7,289,746 Noncurrent liabilities — Equity $ 7,560,968 For the the acquisition date)* Net Revenue $ 11,799,721 Gross Profit 2,584,720 Income from operations 1,116,717 Net Income $ 273,311 ____________ * |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Accrued Expenses and Other Current Liabilities [Line Items] | |
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES | 7. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES Accrued expenses and other current liabilities consisted of the following on May 31, 2023, and May 31, 2022: May 31, May 31, Accrued salaries and related expenses $ 1,938,111 $ 625,000 Accrued sales and marketing expense 768,713 2,383,500 Accrued professional fees 2,574,542 1,350,170 Accrued income tax 1,531,789 559,544 Accrued overdraft liabilities — 681,058 Other accrued expenses and current liabilities 1,784,730 66,887 $ 8,594,947 $ 5,666,159 |
Financing Arrangements
Financing Arrangements | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Financing Arrangements [Line Items] | |
FINANCING ARRANGEMENTS | 8. FINANCING ARRANGEMENTS Financing arrangements on the consolidated balance sheets consists of: May 31, May 31, Revolving Credit Facility $ 8,050,227 $ 38,141,451 Term Debt 4,000,000 Notes Payable — 608,333 12,050,227 38,749,784 Less: Current portion 8,050,227 38,749,784 $ 4,000,000 $ — Revolving Credit Facility On June 1, 2021, the Company entered into a Revolving Purchase, Loan and Security Agreement (the “TBK Agreement”) with TBK Bank, SSB, a Texas State Savings Bank (“Purchaser”), for a facility under which Purchaser will, from time to time, buy approved receivables from the seller. The TBK Agreement provides for the Company to have access to the lesser of (i) $30 million (“Maximum Facility”) and (ii) the Formula Amount (as defined in the TBK Agreement). The facility is for an initial term of twenty -four On August 4, 2021, the parties to the TBK Agreement entered into a First Amendment Agreement to increase the credit facility from $30.0 million to $40.0 million during the period commencing on August 4, 2021, through and including December 2, 2021, with all other terms of the original TBK Agreement remaining unchanged. On September 17, 2021, the parties to the TBK Agreement entered into a Second Amendment to the TBK Agreement to temporarily increase the credit facility from $40.0 million to $47.5 million for the period commencing on August 4, 2021, through and including January 31, 2022. On January 31, 2022, the parties to the TBK Agreement entered into a Third Amendment to the TBK Agreement to permanently increase the credit facility from $40.0 million to $47.5 million to the maturity date. On April 14, 2022, the parties to the TBK Loan Agreement entered into a Fourth Amendment to temporarily increase the credit facility from $47.5 million to $57.5 million from April 15, 2022 through October 31, 2022. On May 31, 2023, the date of the original maturity, the parties to the TBK Loan Agreement entered into a Fifth Amendment to extend the maturity date to June 30 th th On July 20, 2023, the Company and TBK Bank entered into a new loan and security agreement (the “New TBK Agreement,”) amending and restating in their entirety, the terms, conditions, agreements, covenants, obligations, representations, and warranties of the existing TBK Agreement. The terms of the new agreement are substantially the same as the original agreement. The New TBK Agreement provides for a facility under which TBK Bank will, from time to time, make advances under the Revolving Credit Facility to the Company in such amounts as the Company may request, but not to exceed $25,000,000. This New TBK Agreement is scheduled to mature on June 1, 2025. Purchase Money Financing On September 8, 2021, the Company entered into a Purchase Money Financing Agreement (the “Financing Agreement”) with Corefund Capital, LLC (“Corefund”) in order to enable the Company to finance additional cargo charter flights for the peak shipping season. Pursuant to the Financing Agreement, the Company may, from time to time, request financing from Corefund to enable the Company to engage Company’s suppliers to provide chartered cargo flights for the Company’s clients. The Company may also request that Corefund tender payments directly to a supplier. Corefund requires payments from a buyer to be made to a Deposit Account Control Agreement account at an agreed upon bank where Corefund is the sole director and accessor to the account for the term of the relationship. The fees and interest related to Corefund purchase money financing are included in the interest expense on the statement of operations. The fee paid to Corefund for the year ended May 31, 2022 were approximately $1.0 million and none for the year ended May 31, 2023. The balance outstanding under the Purchase Money Financing as of May 31, 2023 and 2022 was $0. Promissory Notes On May 29, 2020, the Company entered into a $1,825,000 note payable with a former shareholder. The agreement calls for six semi -annual On March 9, 2021, the Company was granted an SBA loan (the “Loan”) by Century Bank in the aggregate amount of $358,236, pursuant to the second round of the Paycheck Protection Program (the “PPP”) under The Coronavirus Aid, Relief, and Economic Security Act (CARES) Act. The Loan, which was in the form of a note, matures on March 5, 2026 and bears interest at a rate of 1% per annum. The Loan is payable in equal monthly instalments after the deferral period. The funds from the Loan may only be used for payroll costs, costs used to continue group health care benefits, mortgage payments, rent, and utilities. The amount of $358,236 was forgiven during the period ended May 31, 2022, and is included in gain on forgiveness of promissory notes on the consolidated statements of operations. On March 19, 2021, the Company issued to an accredited investor a 10% promissory note in the principal aggregate amount of $1,000,000. The Company received aggregate gross proceeds of $1,000,000. The purpose of the funds is to augment working capital resulting from a surge in business and new customer acquisition. This promissory note matures on the date that is thirty (30) days following the Effective Date (the “Maturity Date”). The Note bears interest at a rate of ten percent (10%) per annum (the “Interest Rate”). The Company may prepay the Note without penalty. On May 31, 2022, this note was repaid in full. Convertible Notes Payable Trillium SPA On October 8, 2020, the Company entered into a securities purchase agreement with Trillium Partners (“Trillium”) pursuant to which the Company sold to Trillium (i) a 10% secured subordinated convertible promissory note in the principal aggregate amount of $1,111,000 (the “Trillium Note”) realizing gross proceeds of $1,000,000 and (ii) a warrant to purchase up to 570,478,452 shares of the Company’s common stock at an exercise price of $0.001946, subject to adjustment as provided therein. The Trillium Note was to mature on October 6, 2021 and was convertible at any time. The Trillium Note was amended on October 14, 2020, to adjust the conversion price to $0.00179638. On June 1, 2021, the Trillium Note maturity was extended to October 6, 2022. On August 19, 2021, Trillium entered into a Securities Exchange Agreement and on December 10, 2021 into an amended Securities Exchange Agreement, as discussed below. Upon effectiveness of these agreements, the Trillium Note was exchanged for Series D Preferred, as defined below. During the year ended May 31, 2022, a noteholder converted $131,759 of principal and interest of the Trillium Note into 73,346,191 shares of the Company’s common stock at a rate of $0.00179640 per share and as of May 31, 2022, the outstanding balance on the Trillium Note was $0. 3a SPA On October 14, 2020, the Company entered into a securities purchase agreement with 3a Capital Establishment (“3a”) pursuant to which the Company sold to 3a (i) a 10% secured subordinated convertible promissory note in the principal aggregate amount of $1,111,000 (the “3a Note”) realizing gross proceeds of $1,000,000 and (ii) a warrant to purchase up to 570,478,452 shares of the Company’s common stock at an exercise price of $0.001946, subject to adjustment as provided therein. The 3a Note was to mature on October 6, 2021 and was convertible at any time. On June 1, 2021, the 3a Note was amended to extend its maturity date to October 6, 2022. Upon this amendment, the Company accounted for this modification as debt extinguishment and recorded a net gain of $383,819 in the consolidated statements of operations for the period ended May 31, 2022. On August 19, 2021, 3a entered into a Securities Exchange Agreement and on December 10, 2021 into an amended Securities Exchange Agreement, as discussed below. Upon effectiveness of these agreements, the 3a Note was exchanged for Series C Preferred (as defined below). As of May 31, 2023 and 2022, the total unamortized debt discount related to the 3a SPA was $0 and during the year ended May 31, 2022, the Company recorded amortization of debt discount totaling $285,048. During the year ended May 31, 2022, the noteholder converted $113,172 of the 3a Note into 63,000,000 shares of the Company’s common stock at a rate of $0.00179638 per share. As of May 31, 2023 and 2022, the outstanding principal balance on the 3a Note was $0. Trillium and 3a January Convertible Notes On January 28, 2021, the Company entered into a securities purchase agreement with Trillium and 3a together, the “Investors”) pursuant to which the Company sold to each of the Investors (i) a 10% secured subordinated convertible promissory note in the principal aggregate amount of $916,666 or $1,833,333 in the aggregate (together, the “Notes”) realizing gross proceeds of $1,666,666. The Notes mature on January 28, 2022 and are convertible at any time. The conversion price of the Notes is $0.0032 (the “Conversion Price”). The Company determined the fair value of the warrant using the Black -Scholes Amended Securities Exchange Agreement On December 10, 2021, the Company entered into an amended securities exchange agreement with the Investors, pursuant to which the Company agreed to issue, and the Investors agreed to acquire, in exchange for the Convertible Notes described above, shares of the newly created Series C Convertible Preferred Stock, par value $0.001 per share (the “Series C Preferred”), and shares of Series D Convertible Preferred Stock, par value $0.001 per share (the “Series D Preferred” and, together with the Series C Preferred, the “Preferred Stock”), of the Company, upon entering into the Amended Exchange Agreement. In connection with the Amended Exchange Agreement, each of the Investors received that number of shares of Preferred Stock equal to one share of Preferred Stock for every $10,000 of Convertible Notes value held by such Investor. The Company issued 195 shares of Series C Preferred and 192 shares of Series D Preferred. In the aggregate, each of the Series C Preferred and Series D Preferred may be converted up to an amount of common stock equal to 12.48% of the Company’s capital stock on a fully diluted basis, subject to adjustment up to a specified date. Upon effectiveness of the Amended Exchange Agreement, the Company no longer has any outstanding convertible notes or warrants. Term Debt On March 10, 2023, the Company entered into a financing agreement and related fee letter (the “Financing Agreement”) as borrower with certain of its subsidiaries party thereto as guarantors, the lenders party thereto, CB Agent Services LLC, as origination agent, and Alter Domus (US) LLC, as collateral agent, and administrative agent. The Financing Agreement provides for an initial senior secured term loan in a principal amount of $4,210,526 and a delayed draft term loan in an aggregate principal amount of up to $14,789,474. The proceeds of such term loans may be used to (i) pay fees and expenses related to entering into the Financing Agreement and the related transaction documents and the acquisitions of those certain entities contemplated by that certain Stock Purchase Agreement between the Company and seller thereunder and those separate certain Share Sale and Purchase Agreements, as previously reported on the Company’s Current Report on Form 8 -K -K Debt Covenants The Company is subject to certain financial covenants as part of the financing agreement with both Revolving Credit Facility and Term Debt. As of May 31, 2023, the Company was in compliance with the financial covenants except for the following: Events of default have occurred per the Financing Agreement (Term Debt) with noncompliance items including timely repayment of the acquisition related notes, delivery of control agreements, closing deposit accounts, deliver of landlord waivers or collateral access agreements with respect to each leased location, failure to deliver certain consents from equity method operating companies, and obtaining consent from the agent prior to agreeing to an extension of the maturity date of the acquisition related promissory notes. On September 13, 2023, the Company entered into a waiver agreement with CB Agent Services LLC, origination agent and Alter Domus (US) LLC, administrative agent to permanently waive all existing events of default existing as of this date and specifically listed in the waiver agreement. The waiver is effective only in this specific instance and for the specific purpose set forth in the agreement and does not allow for any other or further departure from the terms and conditions of the Financing Agreement or any other loan document, which terms and conditions shall continue in full force and effect. Events of default also occurred in relation to the loan agreement with TBK Bank, SSB, due to the failure of the Company to maintain a fixed charge coverage ratio in accordance with the loan agreement. On May 31, 2023, the Company and TBK Bank, SSB, entered into a first amendment and waiver to revolving purchase loan and security agreement, extending agreement’s terms and providing a waiver of the specified default through and including June 30, 2023. Subsequently, on July 20, 2023, the Company and TBK Bank, SSB entered into a new loan and security agreement that requires starting August 31, 2023 and on the last day of each quarter thereafter during the term of this agreement, to the Company to maintain a specified Fixed Charge Coverage Ratio with the first reporting date of September 30, 2023. |
Retirement Plan
Retirement Plan | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Retirement Plan [Line Items] | |
RETIREMENT PLAN | 10. RETIREMENT PLAN We have two savings plans that qualify under Section 401(k) of the Internal Revenue Code legacy of the predecessor companies. Eligible employees may contribute a portion of their salary into the savings plans, subject to certain limitations. In one of which the Company has the discretionary option of matching employee contributions and in the other the Company matches 20% on the first 100% contribution. In either Plan, employees can contribute 1% to 98% of gross salary up to a maximum permitted by law. The Company recorded expense of $0.01 million and $0.05 million for the year ended May 31, 2023 and 2022, respectively. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies [Abstract] | |||
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10 -Q -X The accompanying unaudited condensed financial statements should be read in conjunction the Company’s Annual Report on Form 10 -K | Basis of Presentation The accompanying financial statements are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. | |
Emerging Growth Company | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes -Oxley Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non -emerging | |
Use of Estimates | Use of Estimates The preparation of the unaudited condensed financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. | Use of Estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates. Significant estimates inherent in the preparation of the consolidated financial statements include determinations of the useful lives and expected future cash flows of long -lived Revenue Recognition | Use of Estimates The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information becomes available and accordingly the actual results could differ significantly from those estimates. |
Investments and Cash Held in Trust Account | Investments and Cash Held in Trust Account At June 30, 2023, $18,081,361 was held in a money market fund which is primarily invested in U.S. Treasury securities. At December 31, 2022, $19,376,793 was held in a cash operating account maintained by the Trustee (as defined below) and $775,917 was held in money market funds which were primarily invested in U.S. Treasury securities. On January 19, 2023, the Company reinvested $17,497,468 of the funds previously held in the Trustee’s cash operating account as of December 31, 2022 into money market funds which are primarily invested in U.S. Treasury securities. | Investment Held in Trust Account At December 31, 2022, $19,376,793 was held in a cash operating account maintained by the trustee and $775,917 was held in money market funds which are primarily invested in U.S. Treasury securities. On January 19, 2023, the Company reinvested $17,497,468 of the funds previously held in the trustee’s cash operating account as of December 31, 2022 into money market funds which are primarily invested in U.S. Treasury securities. At December 31, 2021, substantially all of the assets held in the Trust Accounts were held in money market funds which are invested primarily in U.S. Treasury securities. | |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the special meeting of Stockholders held by the Company on December 21, 2022, the stockholders elected to redeem an aggregate 25,629,616 shares of Class A common stock. Additionally, on January 4, 2023, 282,720 shares of Class A common stock were redeemed. Accordingly, as of June 30, 2023 and December 31, 2022, 1,687,664 and 1,970,384 shares of Class A common shares subject to possible redemption are presented at redemption value of $10.62 and 10.23, respectively, as temporary equity, outside of the stockholders’ deficit section of the Company’s condensed balance sheets. Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid -in At June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 34,139,451 Class A common stock subject to possible redemption, December 31, 2022 20,110,081 Less: Redemption of Class A common stock (3,293,029 ) Plus: Waiver of deferred underwriting fees 5,622,700 Accretion of carrying value to redemption value (4,513,655 ) Class A common stock subject to possible redemption, June 30, 2023 $ 17,926,097 | Class A Common Stock Subject to Possible Redemption The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption are classified as a liability instrument and are measured at redemption value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s Class A common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. In connection with the stockholders’ vote at the Special Meeting of Stockholders held by the Company on December 21, 2022, the stockholders elected to redeem an aggregate 25,629,616 Accordingly, as of December 31, 2022 and 2021, 1,970,384 and 27,600,000 Immediately upon closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable share of Class A common stock resulted in charges against additional paid -in At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Plus: Accretion of carrying value to redemption value 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 276,000,000 Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 2,790,814 Class A common stocks subject to possible redemption, December 31, 2022 $ 20,110,081 | |
Derivative Warrant Liabilities | Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 4) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815 -40 -measurement -Scholes | Derivative Warrant Liabilities The Company accounts for the Public Warrants (as defined in Note 3) and Private Placement Warrants (together, with the Public Warrants, the “Warrants”) in accordance with the guidance contained in Accounting Standards Codification (“ASC”) 815 -40 -measurement -Scholes | |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. As of June 30, 2023 and December 31, 2022, the Company’s deferred tax asset had a full valuation allowance recorded against it. Our effective tax rate was 15.27% and 2.04% for the three months ended June 30, 2023 and 2022, respectively, 13.92% and 0.30% for the six months ended June 30, 2023 and 2022, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and six months ended June 30, 2023 and 2022, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more -likely-than-not The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2023 and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | Income Taxes Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carryforwards and tax credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized. The Company uses a two -step U.S. corporate income tax laws and regulations include a territorial tax framework and provisions for Global Intangible Low -Taxed -Abuse are imposed on certain base eroding payments to affiliated foreign companies as well as U.S. income tax deductions for Foreign -derived Earnings of the Company’s foreign subsidiaries are not considered to be indefinitely reinvested outside of the United States. | Income Taxes The Company accounts for income taxes under ASC 740, “Income Taxes.” ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carryforwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion has this been assessed as the trust is now earning interest of deferred tax assets will not be realized. As of December 31, 2022 and 2021, the Company’s deferred tax assets have a full valuation allowance recorded against them. The Company’s effective tax rate was 6.25% and 0.00% for the years ended December 31, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the years ended December 31, 2022 and 2021, due to changes in fair value in warrant liability and the valuation allowance on the deferred tax assets. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2022 and 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company has identified the United States as its only “major” tax jurisdiction. The Company has been subject to income taxation by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net Earnings Attributable to Shareholders per Common Share | Net (Loss) Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net (loss) income per common share is computed by dividing net (loss) income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from (loss) income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 shares of Class A common stock in the calculation of diluted (loss) income per common share, since the exercise of the warrants is contingent upon the occurrence of future events. As of June 30, 2023 and 2022, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted net (loss) income per common share is the same as basic net (loss) income per common share for the periods presented. The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended June 30 For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and Diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (56,186 ) $ (229,718 ) $ 847,514 $ 211,878 $ (105,678 ) $ (430,469 ) $ 5,914,638 $ 1,478,660 Denominator: Basic and Diluted weighted average common shares outstanding 1,687,664 6,900,000 27,600,000 6,900,000 1,693,912 6,900,000 27,600,000 6,900,000 Basic and Diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ 0.21 $ 0.21 | Net Earnings Attributable to Shareholders per Common Share Basic Earnings Per Share (“EPS”) is computed by dividing income available to common stockholders (the numerator) by the weighted -average The computation of diluted EPS is similar to the computation of basic EPS except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued during the period to reflect the potential dilution that could occur from common shares issuable through contingent shares issuance arrangement, preferred stock, stock options or warrants. The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. For the Year Ended May 31, May 31, Numerator: Net income (loss) attributable to common stockholders $ 8,201,773 $ (1,031,171 ) Effect of dilutive securities: — — Diluted net income (loss) $ 8,201,773 $ (1,031,171 ) Denominator: Weighted average common shares outstanding – basic 785,412,500 605,817,180 Dilutive securities:* Series A Preferred 1,168,177,320 — Series B Preferred 5,373,342,576 — Series C Preferred 1,206,351,359 — Series D Preferred 1,130,954,399 — Weighted average common shares outstanding and assumed conversion – diluted 9,664,238,154 605,817,180 Basic net income per common share $ 0.01 $ (0.00 ) Diluted net income per common share $ 0.00 $ (0.00 ) ____________ * May 31, Weighted average common shares outstanding – basic 605,817,180 Series A Preferred 1,233,209,295 Series B Preferred 5,373,342,576 Series C Preferred 1,206,351,359 Series D Preferred 1,174,935,959 Weighted average common shares outstanding and assumed conversion – diluted 9,593,656,369 | Net Income per Common Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Net income per common share is computed by dividing net income by the weighted average number of common stock outstanding for the period. Accretion associated with the redeemable shares of Class A common stock is excluded from income per common share as the redemption value approximates fair value. The Company has not considered the effect of warrants sold in the Initial Public Offering and private placement to purchase 19,440,000 The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,418,027 $ 2,473,196 Denominator: Basic weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,850,685 Basic net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,403,947 $ 2,487,276 Denominator: Diluted weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,900,000 Diluted net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 |
Concentration of Credit Risk | Concentration of Credit Risk The Company has significant cash balances at financial institutions which throughout the year regularly exceed the federally insured limit of $250,000. Any loss incurred or a lack of access to such funds could have a significant adverse impact on the Company’s financial condition, results of operations, and cash flows. | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. | |
Recently Issued Accounting Pronouncements | Recent Accounting Standards In June 2016, the FASB issued Accounting Standards Update (“ASU”) 2016 -13 -13 -13 -13 Management does not believe that any other recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s unaudited condensed financial statements. | Recently Issued Accounting Pronouncements For the twelve months ended May 31, 2023, there were no recently issued or newly adopted accounting pronouncements that had, or are expected to have, a material impact to our consolidated financial statements. | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Nature of Business | Nature of Business Unique Logistics International, Inc. and its subsidiaries (the “Company” or “Unique”) is a non -asset-based -exclusive • • • • • | ||
Basis of Presentation | Basis of Presentation These consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one -month | ||
Liquidity | Liquidity The accompanying consolidated financial statements have been prepared on a going concern basis. Substantial doubt about an entity’s ability to continue as a going concern exists when conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued. As of May 31, 2023, the Company reported positive net working capital of $7.9 million compared to $4.2 million as of May 31, 2022. The Company also reported positive net income of $8.2 million compared with $3.5 million for the years ended May 31, 2023 and 2022, respectively. The Company also generated positive cash flows from operations of $34.1 million compared with cash used in operations of $33.5 million for the years ended May 31, 2023 and 2022, respectively. The Company made payments during the last fiscal quarter on promissory notes issued in relation to the ULHK Entities Acquisition (see Note 2) on February 21, 2023. At the time of the acquisition, the Company paid $3.5 million in cash and assumed further $23.8 million as current liabilities and $1.5 million in noncurrent liabilities by either issuing promissory notes to ULHK and FTS or by recognizing contingent liabilities at fair value on its balance sheet as of February 28, 2023. Since the acquisition, during its last fiscal quarter, the Company has paid off $10.3 million of the promissory notes issued to ULHK, restructured $7.3 million in current liabilities into long term debt and eliminated contingent liabilities in the amount of $1.8 million, leaving the balance of the current debt due to ULHK at $4.5 million on May 31, 2023 a reduction of $19.3 million in current portion of long term debt since the acquisition. On March 10, 2023, the Company entered into the Financing Agreement (Note 8 Financing Arrangements “Term Debt”), which provides for an initial senior secured term loan in a principal amount of approximately $4.2 million and a delayed draw term loan facility in principal amount of approximately $14.8 million, or up to an aggregate of $19.0 million. On June 30, 2023, the Company drew additional funds on this line in the amount of $5.3 million for repayment of short -term In addition, the Company maintains its operating line of credit with TBK Bank, SSB, under which TBK Bank will, from time to time, buy approved receivables from Unique Logistics, that has a credit limit up to $47.5 million (“TBK Facility”). The prior TBK Facility matured on May 31, 2023, and on July 25, 2023 we entered into an agreement with TBK Bank to renew the TBK Facility with a credit limit of up to $25.0 million. We believe that the funds available under the current TBK Facility, together with cash flows generated by operating activities, will provide the Company with the cash required to support its ongoing operations. While we continue to execute our strategic plan, growing Unique Logistics and our customer base, management is focused on managing cash and monitoring the Company’s liquidity position. We have implemented several initiatives to conserve our liquidity position, including activities such as increasing credit facilities, when needed, reducing the cost of debt by obtaining more favorable financing, controlling general and administrative expenditures, and improving our cash collection processes. Many of the aspects of the liquidity plan involve management’s judgments and estimates that include factors that could be beyond our control and actual results could differ from our estimates. These and other factors could cause the strategic plan to be unsuccessful, which could have a material adverse effect on our operating results, financial condition, and liquidity. Negative operating capital may be an indicator that there could be a going concern issue, but based on its evaluation of the Company’s projected cash flows and business performance as of and subsequent to May 31, 2023, management has concluded that the Company’s current cash and cash availability under the TBK Facility as of May 31, 2023, would be sufficient to fund its planned operations and alleviates substantial doubt about the Company’s ability to continue as a going concern for at least one year from the date the consolidated financial statements were issued. | ||
Acquisitions | Acquisitions These consolidated financial statements include the operations of acquired businesses from the date of the acquisitions. On February 21, 2023, the Company completed the acquisition of share capital in eight operating subsidiaries from Unique Logistics Holdings Limited, a Hong Kong corporation (see Note 2). The decision of whether to consolidate an entity for financial reporting purposes requires consideration of majority voting interests, as well as effective economic or other control over the entity. We account for acquired businesses that we control using the acquisition method of accounting, which requires, among other things, that most assets acquired, and liabilities assumed be recognized at their estimated fair values as of the acquisition date. Transaction costs are expensed as incurred. Any excess of the consideration transferred over the assigned values of the net assets acquired is recorded as goodwill. Contingent consideration in a business combination is included as part of the contingent liability and is recognized at fair value as of the acquisition date. Fair value is generally estimated by using a probability -weighted For equity -method dividends received. The initial excess of the cost of the investment over our share of the underlying equity in the net assets of the investee as of the acquisition date is allocated to the identifiable assets and liabilities of the investee, with any remaining excess amount allocated to goodwill. Such investments are initially recorded at cost, which is the fair value of consideration paid and typically does not include contingent consideration. For equity -method | ||
Revenue Recognition | Revenue Recognition The Company adopted ASC 606, Revenue from Contracts with Customers To determine revenue recognition, the Company applies the following five steps: 1. 2. 3. 4. 5. Revenue is recognized as follows: i. Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis. ii. Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis. iii. Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met. The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the Port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less. The Company uses independent contractors and third -party Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets. Contract Assets Contract assets represent amounts for which the Company has the right to consider for the services provided while a shipment is still in -transit Contract Liabilities Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received. Significant Changes in Contract Asset and Contract Liability Balances for the year ended May 31, 2023: Contract Contract Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ 468,209 Cash Received in advance and not recognized as revenue — — Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (41,471,463 ) — Current year contract assets recognized, net reclassification to receivables 13,387,660 — Net change $ (28,083,802 ) $ 468,209 Significant Changes in Contract Asset and Contract Liability Balances for the year ended May 31, 2022: Contract Assets Increase (Decrease) Contract Liabilities (Increase) Decrease Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ — Cash Received in advance and not recognized as revenue — (468,209 ) Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (10,491,045 ) — Prior year contract assets recognized, net reclassification to receivables 18,038,312 — Net change $ 7,547,267 $ (468,209 ) Disaggregation of Revenue from Contracts with Customers The following table disaggregates gross revenue from our clients by significant geographic area for the year ended May 31, 2023, and 2022, based on origin of shipment (imports) or destination of shipment (exports): For the For the China, Hong Kong & Taiwan $ 138,554,312 $ 343,370,279 Southeast Asia 80,967,866 422,869,068 United States 42,463,526 39,362,326 India Sub-continent 45,877,123 161,841,791 Other 17,755,665 47,043,216 Total revenue $ 325,618,492 $ 1,014,486,680 | ||
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash in bank deposit accounts, which at times may exceed federally insured limits. | ||
Accounts Receivable | Accounts Receivable Accounts receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre -defined An allowance for doubtful accounts is determined through analysis of the aging of accounts receivable at the date of the consolidated financial statements, assessments of collectability based on an evaluation of historic and anticipated trends, the financial condition of the Company’s customers, and an evaluation of the impact of economic conditions. The maximum accounting loss from the credit risk associated with accounts receivable is the amount receivable recorded, net of allowance for doubtful accounts. As of May 31, 2023, and May 31, 2022 the Company recorded an allowance for doubtful accounts of approximately $1.7 million and $2.7 million, respectively. Concentrations As of May 31, 2023, three major customers represented approximately 7.0% of all accounts receivable and no single customer represented more than 10.0% of total accounts receivable. Revenue from these customers in the aggregate as a percentage of the Company’s total revenue was 19.0% for the year ended May 31, 2023, and no single customer represented more than 10.0% of total revenue. As of May 31, 2022, three major customers represented approximately 21% of all accounts receivable as of May 31, 2022 and no single customer represented more than 10%. Revenue from these customers in the aggregate as a percentage of the Company’s total revenue was 48%, with customer A at 35%, customer B at 7% and Customer C 6%. | ||
Property and Equipment | Property and Equipment Property and equipment are stated at cost less accumulated depreciation and impairment losses. Depreciation is provided for by the straight -line Estimated useful lives of property and equipment are as follows: Software 3 years Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Leasehold improvements Shorter of estimated useful life or Both the useful life of an asset and its residual value, if any, are reviewed annually. Expenditures for repairs and maintenance are charged to expense as incurred. For assets sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts, and any related gain or loss is reflected in income for the period. The Company did not record any impairment for the year ended May 21, 2023 or May 31, 2022. | ||
Goodwill and Other Intangibles | Goodwill and Other Intangibles The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates. In accordance with GAAP, the Company does not amortize goodwill or indefinite -lived -compete -line -line The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount (a “triggering event”). Whenever events or circumstances change, entities have the option to first make a qualitative evaluation about the likelihood of goodwill impairment. If impairment is deemed more likely than not, management would perform the two -step -step In assessing the qualitative factors, the Company assessed relevant events and circumstances that may impact the fair value and the carrying amount of the reporting unit. The identification of the relevant events and circumstances and how these may impact a reporting unit’s fair value or carrying amount involve significant judgements and assumptions. The judgement and assumptions include the identification of macroeconomic conditions, industry and market considerations, overall financial performance, Company specific events and share price trends, an assessment of whether each relevant factor will impact the impairment test positively or negatively, and the magnitude of such impact. If a quantitative assessment is performed, a reporting unit’s fair value is compared to its carrying value. A reporting unit’s fair value is determined based upon consideration of various valuation methodologies, including the income approach, which utilizes projected future cash flows discounted at rates commensurate with the risks involved and multiples of current and future earnings. If the fair value of a reporting unit is less than its carrying amount, an impairment charge is recognized for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized cannot exceed the total amount of goodwill allocated to that reporting unit. We test goodwill for impairment annually in the fiscal fourth quarter or whenever events or circumstances indicate the carrying value may not be recoverable. For the year ended May 31, 2023 and 2022 the Company conducted its annual review of impairment of goodwill and intangible assets and no impairment was identified. | ||
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long -lived -lived -10 “Accounting for the Impairment of Long -Lived Assets and for Long -Lived Assets to Be Disposed Of”. | ||
Fair Value Measurement | Fair Value Measurement The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability. The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible. The hierarchy is broken down into three levels based on the reliability of inputs as follows: Level 1 — Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund. Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 — Unobservable inputs for the asset or liability. The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year. For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable — trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable — trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short -term -term | ||
Derivative Liability | Derivative Liability On December 10, 2021, the Company entered into an amended securities exchange agreement with the holders of convertible notes to exchange all Convertible Notes of the Company into shares of the Convertible Preferred Stock Series C and D. Similar to the Convertible Preferred Stock Series A already in place, these preferred stocks featured anti -dilution -dilution -dilution -dilution The Company has identified and recorded derivative instruments arising from an anti -dilution Level 1 Level 2 Level 3 Derivative liabilities as June 1, 2021 $ — $ — $ — Addition — — 8,417,296 Changes in fair value — — 4,020,698 Derivative liabilities as May 31, 2022 $ — $ — $ 12,437,994 Addition — — — Change in fair value — — (879,733 ) Derivative liabilities as May 31, 2023 $ — $ — $ 11,558,261 The underlying value of the anti -dilution -dilution -dilution -dilution -free The key inputs into the model were as follows: May 31, May 31, Risk-free interest rate 5.5 % 1.60 % Probability of financing event or capital raise 90 % 50 % Estimated capital raise — 39.0 million Estimated value of common stock $ 10.00 per share — Estimated time to financing event 0.42 years 0.5 years | ||
Foreign Currency | Foreign Currency For most of our international operations conducted by the subsidiaries operating outside the U.S., local currencies have been determined to be their functional currencies. We translate functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar affects that arise from changing translation rates are recorded in Other comprehensive income/(loss). The effects of converting transactions denominated in non -functional | ||
Comprehensive Income | Comprehensive Income Comprehensive income consists of net earnings and other gains and losses affecting equity that, under U.S. GAAP, are excluded from net earnings. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects and comprehensive income or loss attributable to the noncontrolling interests. Accumulated other comprehensive income or loss consisted entirely of foreign currency translation adjustments, net of related income tax effects, as of May 31, 2023 and 2022. | ||
Leases | Leases The Company recognizes a right of use (“ROU”) asset and liability in the consolidated balance sheet primarily related to its operating leases of office space, warehouse space and equipment. Right -of-use -line | ||
Segment Reporting | Segment Reporting Based on the guidance provided by ASC Topic 280, Segment Reporting | ||
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock -based Compensation — Stock Compensation” “ASC 718” -based -based The Company recognizes all forms of share -based Share -based -Scholes -based -employees -based -line -based For the years ended May 31, 2023 and May 2022, there were no share -based | ||
Advertising and Marketing | Advertising and Marketing All costs associated with advertising and marketing of the Company products are expensed during the period when the activities take place and are included in selling and promotion on the consolidated statements of operations. | ||
Convertible Debt | Convertible Debt The Company accounts for Convertible Debt based on the guidance in ASC 470, “Debt with Conversion and Other Options -the-money -in | ||
Sequencing Policy | Sequencing Policy Under ASC 815 -40-35 “Derivatives and Hedging — Contracts in Entity’s Own Equity” |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | |
Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of Common Stock Subject to Possible Redemption | At June 30, 2023 and December 31, 2022, the Class A common stock subject to possible redemption reflected in the condensed balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 34,139,451 Class A common stock subject to possible redemption, December 31, 2022 20,110,081 Less: Redemption of Class A common stock (3,293,029 ) Plus: Waiver of deferred underwriting fees 5,622,700 Accretion of carrying value to redemption value (4,513,655 ) Class A common stock subject to possible redemption, June 30, 2023 $ 17,926,097 | At December 31, 2022 and 2021, the Class A common stock subject to possible redemption reflected in the balance sheets is reconciled in the following table: Gross proceeds $ 276,000,000 Less: Proceeds allocated to Public Warrants (18,078,000 ) Class A common stock issuance at cost (13,270,637 ) Plus: Accretion of carrying value to redemption value 31,348,637 Class A common stocks subject to possible redemption, December 31, 2021 276,000,000 Less: Redemption of Class A common stock (258,680,733 ) Plus: Accretion of carrying value to redemption value 2,790,814 Class A common stocks subject to possible redemption, December 31, 2022 $ 20,110,081 | |
Schedule of Basic and Diluted Net Income (loss) Per Common Share | The following tables reflect the calculation of basic and diluted net (loss) income per common share (in dollars, except per share amounts): For the Three Months Ended June 30 For the Six Months Ended June 30, 2023 2022 2023 2022 Class A Class B Class A Class B Class A Class B Class A Class B Basic and Diluted net (loss) income per common share Numerator: Allocation of net (loss) income $ (56,186 ) $ (229,718 ) $ 847,514 $ 211,878 $ (105,678 ) $ (430,469 ) $ 5,914,638 $ 1,478,660 Denominator: Basic and Diluted weighted average common shares outstanding 1,687,664 6,900,000 27,600,000 6,900,000 1,693,912 6,900,000 27,600,000 6,900,000 Basic and Diluted net (loss) income per common share $ (0.03 ) $ (0.03 ) $ 0.03 $ 0.03 $ (0.06 ) $ (0.06 ) $ 0.21 $ 0.21 | The following tables reflect the calculation of basic and diluted net income per common share (in dollars, except per share amounts): For the Years Ended December 31, 2022 2021 Class A Class B Class A Class B Basic net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,418,027 $ 2,473,196 Denominator: Basic weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,850,685 Basic net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 Diluted net income per common share Numerator: Allocation of net income, as adjusted $ 8,889,961 $ 2,234,296 $ 9,403,947 $ 2,487,276 Denominator: Diluted weighted average common shares outstanding 27,454,165 6,900,000 26,087,671 6,900,000 Diluted net income per common share $ 0.32 $ 0.32 $ 0.36 $ 0.36 | |
Unique Logistics International, Inc. [Member] | |||
Summary of Significant Accounting Policies (Tables) [Line Items] | |||
Schedule of Basic and Diluted Net Income (loss) Per Common Share | The following table provides a reconciliation of the numerator and denominator used in computing basic and diluted net income attributable to common stockholders per common share. For the Year Ended May 31, May 31, Numerator: Net income (loss) attributable to common stockholders $ 8,201,773 $ (1,031,171 ) Effect of dilutive securities: — — Diluted net income (loss) $ 8,201,773 $ (1,031,171 ) Denominator: Weighted average common shares outstanding – basic 785,412,500 605,817,180 Dilutive securities:* Series A Preferred 1,168,177,320 — Series B Preferred 5,373,342,576 — Series C Preferred 1,206,351,359 — Series D Preferred 1,130,954,399 — Weighted average common shares outstanding and assumed conversion – diluted 9,664,238,154 605,817,180 Basic net income per common share $ 0.01 $ (0.00 ) Diluted net income per common share $ 0.00 $ (0.00 ) * | ||
Schedule of Significant Changes in Contract Asset and Contract Liability | Significant Changes in Contract Asset and Contract Liability Balances for the year ended May 31, 2023: Contract Contract Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ 468,209 Cash Received in advance and not recognized as revenue — — Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (41,471,463 ) — Current year contract assets recognized, net reclassification to receivables 13,387,660 — Net change $ (28,083,802 ) $ 468,209 Contract Assets Increase (Decrease) Contract Liabilities (Increase) Decrease Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied $ — $ — Cash Received in advance and not recognized as revenue — (468,209 ) Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional (10,491,045 ) — Prior year contract assets recognized, net reclassification to receivables 18,038,312 — Net change $ 7,547,267 $ (468,209 ) | ||
Schedule of Disaggregation of Revenue | The following table disaggregates gross revenue from our clients by significant geographic area for the year ended May 31, 2023, and 2022, based on origin of shipment (imports) or destination of shipment (exports): For the For the China, Hong Kong & Taiwan $ 138,554,312 $ 343,370,279 Southeast Asia 80,967,866 422,869,068 United States 42,463,526 39,362,326 India Sub-continent 45,877,123 161,841,791 Other 17,755,665 47,043,216 Total revenue $ 325,618,492 $ 1,014,486,680 | ||
Schedule of Estimated Useful Lives of Property and Equipment | Estimated useful lives of property and equipment are as follows: Software 3 years Computer equipment 3 – 5 years Furniture and fixtures 5 – 7 years Leasehold improvements Shorter of estimated useful life or | ||
Schedule of Derivative Liabilities | During the year ended May 31, 2023, the Company recorded a change in fair value of $879,733 in the consolidated statements of operations. Level 1 Level 2 Level 3 Derivative liabilities as June 1, 2021 $ — $ — $ — Addition — — 8,417,296 Changes in fair value — — 4,020,698 Derivative liabilities as May 31, 2022 $ — $ — $ 12,437,994 Addition — — — Change in fair value — — (879,733 ) Derivative liabilities as May 31, 2023 $ — $ — $ 11,558,261 | ||
Schedule of Fair Value Assumption | The key inputs into the model were as follows: May 31, May 31, Risk-free interest rate 5.5 % 1.60 % Probability of financing event or capital raise 90 % 50 % Estimated capital raise — 39.0 million Estimated value of common stock $ 10.00 per share — Estimated time to financing event 0.42 years 0.5 years | ||
Schedule of Anti-Dilutive Shares | May 31, Weighted average common shares outstanding – basic 605,817,180 Series A Preferred 1,233,209,295 Series B Preferred 5,373,342,576 Series C Preferred 1,206,351,359 Series D Preferred 1,174,935,959 Weighted average common shares outstanding and assumed conversion – diluted 9,593,656,369 |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Related Party Transactions [Abstract] | |
Schedule of Related Party Transactions | The Company has the following debt due to related parties: May 31, May 31, Due to FTS (1) $ 801,310 $ 602,618 Due to ULHK (4) 12,750,000 — Due to employee (2) — 30,000 Due to employee (3) — 66,658 13,551,310 699,276 Less: current portion (4,801,310 ) (301,308 ) $ 8,750,000 $ 397,968 (1) (2) -six -interest-bearing (3) -six -interest-bearing (4) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 | |
Commitments and Contingencies (Tables) [Line Items] | |
Schedule of Components of Lease Expense | The components of lease expense were as follows: 31-May-23 31-May-22 Operating lease $ 1,955,377 $ 1,717,807 Interest on operating lease liabilities 594,366 209,536 Total net lease cost $ 2,540,217 $ 1,927,343 |
Schedule of Supplemental Balance Sheet Information | Supplemental balance sheet information related to leases was as follows: 31-May-23 31-May-22 Operating leases: Operating lease ROU assets – net $ 10,269,516 $ 2,408,098 Current operating lease liabilities, included in current liabilities $ 2,379,774 $ 912,618 Noncurrent operating lease liabilities, included in long-term liabilities 8,212,445 1,593,873 Total operating lease liabilities $ 10,592,219 $ 2,506,491 |
Schedule of Supplemental Cash Flow and Other Information | Supplemental cash flow and other information related to leases was as follows: For the Year For the Year ROU assets obtained in exchange for lease liabilities: Operating leases $ 8,715,190 $ 1,805 Weighted average remaining lease term (in years): Operating leases 4.37 3.88 Weighted average discount rate: Operating leases 9.06 % 4.02 % |
Schedule of Future Minimum Lease Payments | As of May 31, 2023, future minimum lease payments under noncancelable operating leases are as follows: Future Minimum Payments for the Twelve Months Ending May 31, 2024 $ 3,196,539 2025 2,939,156 2026 2,594,468 2027 2,547,323 2028 1,463,384 Thereafter — Total lease payments 12,740,869 Less: imputed interest (2,148,651 ) Total lease obligations $ 10,592,219 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Stockholders' Equity (Tables) [Line Items] | |
Schedule of Warrant | The following is a summary of the Company’s warrant activity: Warrants Weighted Outstanding – May 31, 2021 1,140,956,904 $ 0.002 Exercisable – May 31, 2021 1,140,956,904 $ 0.002 Cancelled (1,140,956,904 ) $ — Outstanding – May 31, 2022 — $ — |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2022 | |
Income Taxes (Tables) [Line Items] | ||
Schedule of Net Deferred Tax Assets | December 31, December 31, Deferred tax assets Net operating loss carryforward $ 210 $ 35,977 Start-up/organization expenses 379,840 184,852 Business combination expenses — — Total deferred tax assets 380,050 220,829 Valuation allowance (380,050 ) (220,829 ) Deferred tax assets, net of allowance $ — $ — | |
Schedule of Income Tax Provision | For the Years Ended 2022 2021 Federal Current $ 743,061 $ — Deferred (159,221 ) (220,619 ) State Current — — Deferred — — Change in valuation allowance 159,221 220,619 Income tax provision $ 743,061 $ — | |
Schedule of Reconciliation of the Federal Income Tax Rate | December 31, 2022 2021 Statutory federal income tax rate 21.00 % 21.00 % State taxes, net of federal tax benefit 0.00 % 0.00 % Change in fair value of warrant liabilities (16.37 )% (34.30 )% Transaction costs associated with IPO 0.00 % 2.40 % Meals and entertainment 0.28 % 0.00 % Fair value of private warrant liabilities in excess of proceeds 0.00 % 8.20 % Change in valuation allowance 1.34 % 2.70 % Income tax provision 6.25 % 0.00 % | |
Unique Logistics International, Inc. [Member] | ||
Income Taxes (Tables) [Line Items] | ||
Schedule of Net Deferred Tax Assets | The Company’s deferred tax assets (liabilities) consisted of the effects of temporary differences attributable to the following: Deferred Tax Assets May 31, May 31, Allowance for doubtful accounts $ 437,493 $ 733,139 Consulting contract liability — 230,263 Acquisition Costs 397,567 — Interest Expense (163j Limitation) 259,984 — Lease liability 2,507,442 659,460 Other 562,228 238,006 Total deferred tax assets 4,164,713 1,860,868 Deferred Tax Liabilities Operating lease right-of-use assets (2,414,333 ) (631,173 ) Dividends received (3,480,143 ) — Accrued withholding tax (714,945 ) — Goodwill and intangibles (1,921,833 ) (256,533 ) Fixed assets (38,902 ) (30,414 ) Net deferred tax asset (liability) $ (4,405,442 ) $ 942,748 | |
Schedule of Income Tax Provision | The expense (benefit) for income taxes consists of: For the Year Ended May 31, For the Year Ended May 31, Current: Federal $ 1,475,897 $ 2,052,526 State 208,481 1,041,298 Foreign 519,257 — 2,203,635 3,093,827 Deferred: Federal (133,051 ) (554,294 ) State (141,572 ) (125,235 ) Foreign (540,029 ) — (814,652 ) (679,529 ) Total tax expense $ 1,388,983 $ 2,414,298 | |
Schedule of Reconciliation of the Federal Income Tax Rate | The expected tax expense (benefit) based on the statutory rate is reconciled with actual tax expense benefit as follows: For the Year Ended May 31, For the Year Ended May 31, US Federal statutory rate (%) 21.0 21.0 State income tax, net of federal benefit (0.5 ) 16.4 Impact of debt exchange (2.5 ) 18.9 PPP loan forgiveness — (1.3 ) Foreign income taxes and adjustments 1.5 — FDII deduction (4.0 ) (10.1 ) Withholding taxes 1.1 — Other (2.1 ) (4.3 ) Income tax provision 14.5 40.6 | |
Schedule of Breakout of Pretax Income Between Foreign and Domestic | The breakout of pretax income between foreign and domestic is as follows: For the For the Domestic $ 8,944,305 $ 5,948,852 Foreign 659,246 — $ 9,603,551 $ 5,948,852 | |
Schedule of Other Noncurrent Liabilities Include Liabilities for Uncertain Tax Provision (UTP) | Other noncurrent liabilities include liabilities for uncertain tax provision (UTP) as follows: For the For the Total UTP balance on June 1 $ — $ — Additions based on tax provisions related to the current year — — Additions for tax positions of prior years 2,582,341 — Reductions for tax positions of prior years — — Settlements — — Reductions due to lapse of applicable statute of limitations — — Total UTP balance on May 31 $ 2,582,341 $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Fair Value Measurements [Abstract] | ||
Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at June 30, 2023 and December 31, 2022 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. Level Fair Value Assets: June 30, 2023 Investments and cash held in Trust Account – Mutual Fund 1 $ 18,081,361 Liabilities: June 30, 2023 Warrant Liabilities – Public Warrants 2 $ 414,000 June 30, 2023 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 Level Fair Value Assets: December 31, 2022 Investments and cash held in Trust Account – Mutual Funds (1) 1 $ 775,917 Liabilities: December 31, 2022 Warrant Liabilities – Public Warrants 2 $ 414,000 December 31, 2022 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 (1) | The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2022 and 2021 and indicate the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Held to Maturity Level Fair Value Assets: December 31, 2022 Investments held in Trust Account – Mutual Funds (1) 1 $ 775,917 Liabilities: December 31, 2022 Warrant Liabilities – Public Warrants 2 $ 414,000 December 31, 2022 Warrant Liabilities – Private Placement Warrants 3 $ 169,200 Held to Maturity Level Fair Value Assets: December 31, 2021 Investments held in Trust Account – Mutual Funds 1 $ 276,026,092 Liabilities: December 31, 2021 Warrant Liabilities – Public Warrants 2 $ 6,900,000 December 31, 2021 Warrant Liabilities – Private Placement Warrants 3 $ 2,932,800 (1) |
Schedule of Key Inputs to Both Models For the Private Warrants | The key inputs to both models for the Private Warrants were as follows: Input December 31, June 30, Asset Price $ 10.09 $ 10.59 Exercise Price $ 11.50 $ 11.50 Merger Announcement Date 12/18/2022 12/18/2022 Expected Merger Date 07/20/2023 01/20/2024 Expiration Date 07/20/2028 01/20/2029 Call Price N/A N/A Contractual Term 5.6 5.60 Risk-Free Rate 4.0 % 4.10 % Volatility 6.6 % 7.5 % Dividend Yield 0.0 % 0.0 % Steps N/A 200 | The key inputs to both models for the Private Warrants were as follows: Input December 31, December 31, Asset Price $ 10.09 $ 9.77 Exercise Price $ 11.50 $ 11.50 Expected Merger Announcement Date 12/18/2022 3/31/2022 Expected Merger Date 07/20/2023 9/30/2022 Expiration Date 07/20/2028 9/30/2027 Call Price N/A N/A Contractual Term 5.6 5.5 Risk-Free Rate 4.0 % 1.3 % Volatility 6.6 % 20.4 % Dividend Yield 0.0 % 0.0 % Steps N/A N/A |
Schedule of Changes in The Fair Value of Level 3 Warrant Liabilities | The following table presents the changes in the fair value of Level 3 warrant liabilities for the comparable period: Private Warrant Fair value as of December 31, 2022 $ 169,200 $ 169,200 Change in fair value — — Fair value as of March 31, 2023 $ 169,200 $ 169,200 Change in fair value — — Fair value as of June 30, 2023 $ 169,200 $ 169,200 Private Warrant Fair value as of December 31, 2021 $ 2,932,800 $ 2,932,800 Change in fair value (1,974,000 ) (1,974,000 ) Fair value as of March 31, 2022 958,800 958,800 Change in fair value (282,000 ) (282,000 ) Fair value as of June 30, 2022 $ 676,800 $ 676,800 | The following table presents the changes in the fair value of Level 3 warrant liabilities for the years ended December 31, 2022 and 2021: Private Public Warrant Fair value as of December 31, 2021 $ 2,932,800 $ — $ 2,932,800 Change in fair value (2,763,600 ) — (2,763,600 ) Fair value as of December 31, 2022 $ 169,200 $ — $ 169,200 Fair value as of December 31, 2020 $ — $ — $ — Initial measurement on January 20, 2021 8,798,400 18,078,000 26,876,400 Change in fair value (5,865,600 ) (11,178,000 ) (17,043,600 ) Transfers to Level 1 — (6,900,000 ) (6,900,000 ) Fair value as of December 31, 2021 $ 2,932,800 $ — $ 2,932,800 |
Acquisitions and Equity Metho_2
Acquisitions and Equity Method Investments (Tables) - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 | |
Acquisitions and Equity Method Investments (Tables) [Line Items] | |
Schedule of Acquired Subsidiary | On February 21, 2023, the Company completed the acquisition via a stock purchase agreement (“SPA”) signed on April 28, 2022, and applicable amendments by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the “ULHK”), whereby the Company acquired all ULHK’s share capital in eight (8) of ULHK’s (“ULHK Entities Acquisition”) operating subsidiaries as follows: Name of acquired operating subsidiary Purchased Percentage Designation Unique Logistics International (H.K.) Limited 100% Consolidated subsidiary Unique Logistics International (Vietnam) Co., Ltd. 65% Consolidated subsidiary ULI (South China) Limited 70% Consolidated subsidiary Unique Logistics International (South China) Limited 70% Consolidated subsidiary Unique Logistics International (India) Private Ltd. 65% Consolidated subsidiary ULI (North & East China) Company Limited 50% Equity -method Unique Logistics International Co., Ltd 50% Equity -method TGF Unique Limited 49.99% Equity -method |
Schedule of Business Combination Contingent Consideration | The total fair value of the consideration recorded as of the acquisition date was $28.8 million ($16.5 million net of $12.3 million cash acquired as part of operating capital). Maturity Date Description Fair Value Interest rate Cash at closing $ 3,500,000 Promissory Notes 3/7/2023 Note 1 to ULHK 4,500,000 15.0 % 4/7/2023 Note 2 to ULHK 5,000,000 15.0 % 6/30/2023 Note 3 to ULHK 5,000,000 15.0 % 2/21/2025 Note 4 to ULHK 1,000,000 — 2/21/2025 Note 5 to FTS 500,000 — 7/31/2024 Note 6 to ULHK (Taiwan) 2,000,000 — 7/31/2024 Note 7 to ULHK (Vietnam) 1,000,000 — 19,000,000 Contingent considerations 10/31/2023 Note 8 to ULHK 2,500,000 15.0 % 2/21/2024 Note 9 to ULHK 2,000,000 — 2/21/2024 Earnout payment 1,750,000 6,250,000 Purchase Price $ 28,750,000 |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The following summarizes estimates of fair values of the assets acquired and liabilities assumed as of May 31, 2023: Initial Measurement Period Adjustment Updated Purchase Price Allocation Assets Acquired: Cash $ 12,328,319 $ — $ 12,328,319 Current Assets 23,904,207 — 23,904,207 Equity in net assets of affiliated companies 5,368,959 — 5,368,959 Identifiable intangible assets 6,515,000 — 6,515,000 Other noncurrent assets 2,367,272 — 2,367,272 50,483,757 — 50,483,757 Liabilities Assumed: Current liabilities (27,326,110 ) (6,574,412 ) (33,900,522 ) Noncurrent liabilities (327,861 ) — (327,861 ) (27,653,971 ) (6,574,412 ) (34,228,383 ) Less noncontrolling interest (3,558,263 ) — (3,558,263 ) Goodwill 9,478,477 6,574,412 16,052,889 Purchase Price $ 28,750,000 $ — $ 28,750,000 |
Schedule of Identifiable Intangible Assets and Amortization Period | Identifiable intangible assets and their amortization periods are estimated as follows: Cost Basis Useful Life Customer relationships $ 6,292,000 7 years Non-compete agreements 223,000 1 year $ 6,515,000 |
Schedule of Financial Information at Fair Value for Equity Method Investment | The following summarizes financial information at fair value for the equity -method Fair Value Current assets $ 17,493,164 Noncurrent assets 152,658 Total assets 17,645,822 Current liabilities 6,907,904 Noncurrent liabilities — Total liabilities 6,907,904 Net assets of the equity investee 10,737,918 Equity attributable to non-controlling interest (5,368,959 ) Total equity method investment attributable to registrant 5,368,959 |
Schedule of Pro Forma Information | The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results. For the For the Revenue, net $ 416,289,385 $ 1,271,514,041 Net Income attributable to registrant 11,742,885 26,095,482 Weighted average shares of common stock outstanding, basic 785,412,500 605,817,180 Weighted average shares of common stock outstanding, diluted 9,664,238,154 9,593,656,369 Net income per share, basic $ 0.02 $ 0.04 Net income per share, diluted $ 0.00 $ 0.00 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
May 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Major classifications of property and equipment are summarized below as of May 31, 2023 and 2022. May 31, May 31, Furniture and fixtures $ 328,480 $ 102,062 Computer equipment 223,736 159,674 Software 48,175 30,609 Leasehold improvements 197,966 27,146 Motor Vehicles 224,881 — 1,023,238 319,491 Less: accumulated depreciation (413,453 ) (130,602 ) $ 609,785 $ 188,889 |
Goodwill (Tables)
Goodwill (Tables) | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Goodwill (Tables) [Line Items] | |
Schedule of Carrying Amount of Goodwill | On February 21, 2023, the Company completed the acquisition of ULHK subsidiaries and recorded additional goodwill. Subsequently, goodwill was adjusted for the impact of deferred income tax liability related to the acquisitions and accounted for it as a measurement period adjustment. As of May 31, 2023, the Company has recorded goodwill as follows: Beginning balance June 1, 2022 $ 4,463,129 Acquired through business combination 16,052,889 Ending balance May 31, 2023 20,516,018 |
Intangible Assets (Tables)
Intangible Assets (Tables) - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 | |
Intangible Assets (Tables) [Line Items] | |
Schedule of Intangible Assets | Intangible assets consist of the following at May 31, 2023 and 2022: May 31, May 31, Trade names/trademarks $ 806,000 $ 806,000 Customer relationships 13,925,000 7,633,000 Non-compete agreements 536,000 313,000 15,267,000 8,752,000 Less: Accumulated amortization (2,401,907 ) (1,414,296 ) $ 12,865,093 $ 7,337,704 |
Schedule of Estimated Amortization Expense | Estimated amortization expense for the next five years and thereafter is as follows: Twelve Months Ending May 31, 2024 1,668,921 2025 1,501,671 2026 1,501,671 2027 1,501,671 2028 1,501,671 Thereafter 5,189,488 $ 12,865,093 |
Equity Method Investment (Table
Equity Method Investment (Tables) | 12 Months Ended |
May 31, 2023 | |
Equity Method Investments and Joint Ventures [Abstract] | |
Schedule of Company’s Share of Equity Method Investments | Activity recorded for the Company’s share of equity method investments is summarized in the following table: Equity investment carrying amount at May 31, 2022 $ — Payment made for equity method investment 5,368,959 Net income share of the Company 136,656 Dividends received (2,123,932 ) Equity investment carrying amount at May 31, 2023 $ 3,381,683 |
Schedule of Summarized Financial Information | The tables below present the summarized financial information, as provided to the Company by the investees, for the unconsolidated companies: May 31, Current assets $ 14,712,542 Noncurrent assets 138,172 Current liabilities 7,289,746 Noncurrent liabilities — Equity $ 7,560,968 For the the acquisition date)* Net Revenue $ 11,799,721 Gross Profit 2,584,720 Income from operations 1,116,717 Net Income $ 273,311 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Accrued Expenses and Other Current Liabilities (Tables) [Line Items] | |
Schedule of Accrued Expenses and Other Current Liabilities | Accrued expenses and other current liabilities consisted of the following on May 31, 2023, and May 31, 2022: May 31, May 31, Accrued salaries and related expenses $ 1,938,111 $ 625,000 Accrued sales and marketing expense 768,713 2,383,500 Accrued professional fees 2,574,542 1,350,170 Accrued income tax 1,531,789 559,544 Accrued overdraft liabilities — 681,058 Other accrued expenses and current liabilities 1,784,730 66,887 $ 8,594,947 $ 5,666,159 |
Financing Arrangements (Tables)
Financing Arrangements (Tables) | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International, Inc. [Member] | |
Financing Arrangements (Tables) [Line Items] | |
Schedule of Financing Arrangement | Financing arrangements on the consolidated balance sheets consists of: May 31, May 31, Revolving Credit Facility $ 8,050,227 $ 38,141,451 Term Debt 4,000,000 Notes Payable — 608,333 12,050,227 38,749,784 Less: Current portion 8,050,227 38,749,784 $ 4,000,000 $ — |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 20, 2023 | Jan. 20, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Description of Organization and Business Operations (Details) [Line Items] | |||||
Purchase price, per unit (in Dollars per share) | $ 10 | ||||
Price of warrant (in Dollars per share) | $ 1 | $ 1 | |||
Transaction costs | $ 14,214,049 | $ 14,214,049 | |||
Cash underwriting fees | 4,140,000 | 4,140,000 | |||
Reimbursement from underwriter | 1,380,000 | 1,380,000 | |||
Deferred underwriting fees | 9,660,000 | ||||
Other offering costs | $ 414,049 | $ 414,049 | |||
Investments maturity term | 185 days | ||||
Condition for future business combination use of proceeds percentage | 80% | 80% | |||
Condition for future business combination threshold percentage ownership | 50% | 50% | |||
Minimum net tangible assets upon consummation of the Business Combination | $ 5,000,001 | $ 5,000,001 | |||
Redemption limit percentage without prior consent | 15% | 15% | |||
Obligation to redeem Public Shares if entity does not complete a Business Combination | 100% | ||||
Maximum allowed dissolution expenses | $ 100,000 | $ 100,000 | |||
Public share price, per share (in Dollars per share) | $ 10 | ||||
Operating bank accounts | 57,726 | $ 67,944 | |||
Cash operating account | 19,376,793 | ||||
Market value | 18,081,361 | 775,917 | |||
Working capital deficit | 899,400 | ||||
Franchise taxes payable | 150,000 | ||||
Amount on deposit in the Trust Account | 3,192,578 | 3,796,223 | |||
Sponsor paid certain expenses | 651,799 | ||||
Gross proceeds | $ 276,000,000 | 276,000,000 | |||
Deferred underwriting fee payable | $ 9,660,000 | $ 3,643,200 | 9,660,000 | $ 9,660,000 | |
Redemption period upon closure | 10 years | ||||
Exceed amount | $ 35,000,000 | ||||
Marketable securities held in Trust Account | 18,081,361 | $ 20,152,710 | $ 276,026,092 | ||
Working capital deficit | 3,084,257 | ||||
Expenses paid by sponsor | $ 2,360,252 | ||||
IPO [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units sold (in Shares) | 27,600,000 | 27,600,000 | 27,600,000 | ||
Purchase price, per unit (in Dollars per share) | $ 10 | $ 10 | |||
Gross proceeds | $ 276,000,000 | ||||
Price of warrant (in Dollars per share) | $ 10 | ||||
Net proceed | $ 276,000,000 | ||||
Gross proceeds | $ 276,000,000 | ||||
Over-Allotment Option [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Number of units sold (in Shares) | 3,600,000 | 3,600,000 | 3,600,000 | ||
Purchase price, per unit (in Dollars per share) | $ 10 | $ 10 | $ 10 | ||
Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of Private Placement Warrants (in Shares) | 5,640,000 | ||||
Price of warrant (in Dollars per share) | $ 1 | ||||
Gross proceeds | $ 5,640,000 | ||||
Public Share [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Per public share (in Dollars per share) | $ 10 | ||||
Subsequent Event [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Obligation to redeem Public Shares if entity does not complete a Business Combination | 100% | ||||
Private Placement Warrants [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Sale of Private Placement Warrants (in Shares) | 5,640,000 | ||||
Private Placement Warrants [Member] | Private Placement [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Gross proceeds | $ 5,640,000 | ||||
Sale of Private Placement Warrants (in Shares) | 5,640,000 | ||||
Price of warrant (in Dollars per share) | $ 1 | ||||
NASDAQ Stock Market LLC [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Market value | $ 35,000,000 | ||||
Business Combination [Member] | |||||
Description of Organization and Business Operations (Details) [Line Items] | |||||
Public share (in Dollars per share) | $ 10 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 19, 2023 | Jan. 04, 2023 | Jan. 04, 2023 | Aug. 16, 2022 | Jun. 30, 2023 | Jan. 19, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | Dec. 22, 2022 | May 31, 2022 | Dec. 31, 2021 | Jul. 25, 2023 | Mar. 10, 2023 | Feb. 21, 2023 | |
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Cash | $ 19,376,793 | |||||||||||||||||||
Money market funds | $ 18,081,361 | $ 18,081,361 | $ 18,081,361 | $ 775,917 | ||||||||||||||||
Amount reinvested in money market funds | $ 17,497,468 | |||||||||||||||||||
Aggregate shares (in Shares) | 282,720 | 697,235 | ||||||||||||||||||
Effective tax rate | 15.27% | 2.04% | 13.92% | 0.30% | 6.25% | 0% | ||||||||||||||
Statutory tax rate | 1% | 21% | 21% | 21% | 21% | 21% | 21% | |||||||||||||
Held in cash | 3,192,578 | $ 3,192,578 | $ 3,192,578 | $ 3,796,223 | ||||||||||||||||
Class A common stock subject to possible redemption, outstanding (in Shares) | 1,687,664 | |||||||||||||||||||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount (in Shares) | 19,440,000 | |||||||||||||||||||
Insured limit | $ 250,000 | |||||||||||||||||||
Positive net income | (285,904) | $ (250,243) | $ 1,059,392 | $ 6,333,906 | (536,147) | $ 7,393,298 | $ 8,201,773 | $ 11,124,257 | $ 3,534,554 | $ 11,891,223 | ||||||||||
Debt instrument face amount | 5,263,158 | 5,263,158 | 5,263,158 | |||||||||||||||||
Change in fair value of derivative liabilities | (943,412) | |||||||||||||||||||
Private Placement [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Shares issued | $ 19,440,000 | |||||||||||||||||||
Subsequent Event [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Amount reinvested in money market funds | $ 17,497,468 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Percentage of interest acquired | 50% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Shares issued | $ 799,142 | $ 687,197 | ||||||||||||||||||
Statutory tax rate | 21% | 21% | ||||||||||||||||||
Positive net working capital | $ 7,900,000 | $ 4,200,000 | ||||||||||||||||||
Positive net income | 8,214,568 | 3,534,554 | ||||||||||||||||||
Positive cash flows from operations | 34,100,000 | 33,500,000 | ||||||||||||||||||
Cash | $ 3,500,000 | |||||||||||||||||||
Convertible notes payable current | 23,800,000 | |||||||||||||||||||
Non current liabilities | 1,500,000 | |||||||||||||||||||
Debt instrument face amount | 4,210,526 | |||||||||||||||||||
Long-term debt | 12,050,227 | 38,749,784 | ||||||||||||||||||
Debt instrument aggregate amount | $ 19,000,000 | |||||||||||||||||||
Line of credit | 47,500,000 | $ 25 | ||||||||||||||||||
Allowance for doubtful accounts | 1,700,000 | $ 2,700,000 | ||||||||||||||||||
Change in fair value of derivative liabilities | $ 879,733 | |||||||||||||||||||
Percentage of realized settlement | 50% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Three Major Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 7% | 21% | ||||||||||||||||||
Unique Logistics International, Inc. [Member] | Three Major Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 19% | 48% | ||||||||||||||||||
Unique Logistics International, Inc. [Member] | No Customers [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 10% | 10% | ||||||||||||||||||
Unique Logistics International, Inc. [Member] | No Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 10% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Customer A [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 35% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Customer B [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 7% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Customer C [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Concentration risk percentage | 6% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Seller [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Long-term debt | $ 19,300,000 | 7,300,000 | ||||||||||||||||||
Debt current | 4,500,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Entities Acquisition [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Contingent Liability | 1,800,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Minimum [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Repayment of short term debt | 9,500,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Minimum [Member] | Tradenames and Non Compete Agreements [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Finite lived assets amortization period | 3 years | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Minimum [Member] | Customer Relationships [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Finite lived assets amortization period | 12 years | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Minimum [Member] | Factoring Agreement [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Debt instrument face amount | 4,200,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Debt instrument face amount | 14,789,474 | |||||||||||||||||||
Repayment of short term debt | 5,300,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | Tradenames and Non Compete Agreements [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Finite lived assets amortization period | 10 years | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | Customer Relationships [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Finite lived assets amortization period | 15 years | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | Factoring Agreement [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 14,800,000 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Debt instrument face amount | $ 10,300,000 | |||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Aggregate shares (in Shares) | 25,629,616 | |||||||||||||||||||
Shares issued | ||||||||||||||||||||
Redemption price per share (in Dollars per share) | $ 10.62 | $ 10.62 | $ 10.62 | $ 10.23 | $ 10 | |||||||||||||||
Class A common stock subject to possible redemption, outstanding (in Shares) | 282,720 | 1,687,664 | 1,687,664 | 1,687,664 | 1,970,384 | 27,600,000 | ||||||||||||||
Common Class A Subject To Redemption [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Aggregate shares (in Shares) | 282,720 | 25,629,616 | 25,629,616 | |||||||||||||||||
Shares issued | $ 1,970,384 | $ 27,600,000 | ||||||||||||||||||
Redemption price per share (in Dollars per share) | $ 10.62 | $ 10.62 | $ 10.62 | $ 10.23 | $ 10.11 | $ 10 | ||||||||||||||
Class A common stock subject to possible redemption, outstanding (in Shares) | 1,687,664 | 1,687,664 | 1,687,664 | 1,970,384 | 27,600,000 | |||||||||||||||
US Treasury Securities [Member] | ||||||||||||||||||||
Summary of Significant Accounting Policies (Details) [Line Items] | ||||||||||||||||||||
Cash | $ 19,376,793 | |||||||||||||||||||
Held in cash | $ 19,376,793 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details) - Schedule of Common Stock Subject to Possible Redemption - Class A Common Stock [Member] - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2023 | |
Schedule of Common Stock Subject to Possible Redemption [Abstract] | |||
Gross proceeds | $ 276,000,000 | ||
Less: | |||
Proceeds allocated to Public Warrants | (18,078,000) | ||
Class A common stock issuance at cost | (13,270,637) | ||
Plus: | |||
Accretion of carrying value to redemption value | $ 2,790,814 | 31,348,637 | |
Class A common stocks subject to possible redemption | 20,110,081 | $ 276,000,000 | $ 17,926,097 |
Less: | |||
Redemption of Class A common stock | $ (258,680,733) |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income, as adjusted | $ (56,186) | $ 847,514 | $ (105,678) | $ 5,914,638 | $ 8,889,961 | $ 9,418,027 |
Denominator: | ||||||
Basic weighted average common shares outstanding | 27,454,165 | 26,087,671 | ||||
Basic net income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Numerator: | ||||||
Allocation of net income, as adjusted | $ 8,889,961 | $ 9,403,947 | ||||
Denominator: | ||||||
Diluted weighted average common shares outstanding | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | 27,454,165 | 26,087,671 |
Diluted net income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net income, as adjusted | $ (229,718) | $ 211,878 | $ (430,469) | $ 1,478,660 | $ 2,234,296 | $ 2,473,196 |
Denominator: | ||||||
Basic weighted average common shares outstanding | 6,900,000 | 6,850,685 | ||||
Basic net income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Numerator: | ||||||
Allocation of net income, as adjusted | $ 2,234,296 | $ 2,487,276 | ||||
Denominator: | ||||||
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Diluted net income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Jan. 20, 2021 | Jun. 30, 2023 | Dec. 31, 2022 | |
Initial Public Offering (Details) [Line Items] | |||
Price per share (in Dollars per share) | $ 10 | ||
Number of shares unit | 1 | 1 | |
Number of shares issuable per warrant | 1 | ||
Common stock price per share (in Dollars per share) | $ 11.5 | ||
\Initial Public Offering [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Units full exercise | 27,600,000 | 27,600,000 | 27,600,000 |
Price per share (in Dollars per share) | $ 10 | $ 10 | |
Over-Allotment Option [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Units full exercise | 3,600,000 | 3,600,000 | 3,600,000 |
Price per share (in Dollars per share) | $ 10 | $ 10 | $ 10 |
Public Warrants [Member] | |||
Initial Public Offering (Details) [Line Items] | |||
Number of warrants unit | 1 | ||
Number of shares issuable per warrant | 1 | 1 | |
Common stock price per share (in Dollars per share) | $ 11.5 | $ 11.5 |
Private Placement (Details)
Private Placement (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Jan. 20, 2021 | |
Private Placement [Abstract] | ||||
Warrants price per share | $ 11.5 | |||
Private placement warrant value | $ 5,640,000 | |||
Share purchase | 1 | |||
Private Placement [Member] | ||||
Private Placement [Abstract] | ||||
Purchased warrants shares | 5,640,000 | |||
Private Placement Warrants [Member] | ||||
Private Placement [Abstract] | ||||
Purchased warrants shares | 5,640,000 | |||
Warrants price per share | $ 1 | $ 11.5 | ||
Private placement warrant value | $ 5,640,000 | |||
Share purchase | 1 | |||
Private Placement Warrants [Member] | Private Placement [Member] | ||||
Private Placement [Abstract] | ||||
Purchased warrants shares | 5,640,000 | |||
Warrants price per share | $ 1 | |||
Private placement warrant value | $ 5,640,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||||||
Feb. 21, 2023 | May 31, 2022 | Jan. 14, 2021 | Oct. 19, 2020 | May 29, 2020 | May 29, 2020 | Jun. 30, 2023 | Jun. 30, 2023 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Mar. 28, 2023 | Mar. 30, 2021 | Jan. 20, 2021 | Oct. 14, 2020 | Oct. 08, 2020 | Sep. 19, 2019 | |
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Aggregate price | $ 25,000 | |||||||||||||||||
Dividend shares (in Shares) | 0.2 | |||||||||||||||||
Aggregate shares (in Shares) | 6,900,000 | 6,900,000 | ||||||||||||||||
Founder shares (in Shares) | 900,000 | |||||||||||||||||
Share percentage | 20% | |||||||||||||||||
Forfeiture shares (in Shares) | 900,000 | |||||||||||||||||
Common stock, per share (in Dollars per share) | $ 12 | $ 12 | $ 12 | |||||||||||||||
Sponsor amount | $ 10,000 | |||||||||||||||||
Accrued expenses | $ 60,000 | $ 60,000 | $ 120,000 | $ 115,000 | ||||||||||||||
Administrative fees | 30,000 | 60,000 | 120,000 | 115,000 | ||||||||||||||
Sponsor amount | 2,360,252 | 651,799 | 135,836 | |||||||||||||||
Working capital | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | $ 5,622,700 | ||||||||||||||
Warrant price per share (in Dollars per share) | $ 1 | $ 1 | $ 1 | |||||||||||||||
Debt instrument face amount | $ 5,263,158 | $ 5,263,158 | ||||||||||||||||
Debt instrument maturity date | May 29, 2023 | |||||||||||||||||
Services fees | $ 30,000 | $ 60,000 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Accrued expenses | $ 66,887 | $ 1,784,730 | $ 66,887 | |||||||||||||||
Debt instrument face amount | 4,210,526 | |||||||||||||||||
Debt, interest rate | 10% | |||||||||||||||||
Notes payable | 608,333 | 608,333 | $ 1,111,000 | |||||||||||||||
Professional fees | 1,261,899 | |||||||||||||||||
Amortization of debt discount | 285,048 | 776,515 | ||||||||||||||||
Accounts receivable, trade related parties | 3,000,000 | 3,500,000 | 3,000,000 | |||||||||||||||
Accounts payable, trade related parties | $ 15,200,000 | 2,900,000 | 15,200,000 | |||||||||||||||
Revenue from related party transactions | 325,618,492 | |||||||||||||||||
Direct costs | 38 | 192,800,000 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Consulting Agreements [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Payment for consulting agreement | $ 500,000 | |||||||||||||||||
Amortization of debt discount | 282,666 | |||||||||||||||||
Unique Logistics International, Inc. [Member] | Brio Financial Group [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Professional fees | 40,000 | |||||||||||||||||
Additional service fees | 20,000 | |||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 10,300,000 | |||||||||||||||||
Debt, interest rate | 10% | |||||||||||||||||
Notes payable | $ 1,000,000 | |||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Note 8 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,500,000 | $ 2,500,000 | ||||||||||||||||
Debt, interest rate | 15% | 15% | ||||||||||||||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||||||||||
Fair value of note | $ 2,500,000 | |||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes 9 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Debt instrument maturity date | Feb. 21, 2024 | Feb. 21, 2024 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Note 3 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 5,000,000 | $ 4,250,000 | ||||||||||||||||
Debt, interest rate | 15% | 15% | ||||||||||||||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes Four [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Debt instrument maturity date | Feb. 21, 2025 | Feb. 21, 2025 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Note 6 [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 2,000,000 | $ 2,000,000 | ||||||||||||||||
Debt, interest rate | 15% | |||||||||||||||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes Seven [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 1,000,000 | $ 1,000,000 | ||||||||||||||||
Debt, interest rate | 15% | |||||||||||||||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||||||||||||||
Unique Logistics International, Inc. [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Equity method investment ownership percentage | 10% | |||||||||||||||||
Related Party Loans [Member] | Working Capital Loans Warrant [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Working capital loans outstanding | ||||||||||||||||||
Due to Frangipani Trade Services [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt, interest rate | 6% | |||||||||||||||||
Debt, periodic payments | $ 150,655 | |||||||||||||||||
Due to Frangipani Trade Services [Member] | Unique Logistics International, Inc. [Member] | Promissory Notes [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt instrument face amount | $ 500,000 | $ 903,927 | ||||||||||||||||
Debt, interest rate | 35% | |||||||||||||||||
Notes payable | 301,309 | |||||||||||||||||
Due to Employee One [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt, periodic payments | 2,500 | |||||||||||||||||
Notes payable | 90,000 | $ 90,000 | ||||||||||||||||
Due to Employee Two [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Debt, periodic payments | 5,556 | |||||||||||||||||
Notes payable | $ 200,000 | $ 200,000 | ||||||||||||||||
Sponsor [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Sponsor shares (in Shares) | 5,750,000 | |||||||||||||||||
Related Party [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||
Related Party Transactions (Details) [Line Items] | ||||||||||||||||||
Revenue from related party transactions | $ 7.3 | $ 3,900,000 |
Commitments and Contingencies_2
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||||||||||
Jan. 05, 2023 | Aug. 16, 2022 | Mar. 28, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | May 31, 2022 | Dec. 31, 2021 | Oct. 27, 2021 | Sep. 28, 2021 | Aug. 09, 2021 | Aug. 03, 2021 | Jul. 08, 2021 | Jun. 28, 2021 | Jun. 23, 2021 | Jan. 20, 2021 | Oct. 14, 2020 | |
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
U.S. federal tax | 1% | ||||||||||||||||||||
Excise tax | 1% | ||||||||||||||||||||
Deferred fee per unit | $ 0.35 | $ 0.35 | $ 0.35 | ||||||||||||||||||
Deferred underwriting fee payable (in Dollars) | $ 3,643,200 | $ 3,643,200 | $ 9,660,000 | $ 9,660,000 | $ 9,660,000 | ||||||||||||||||
Reduction in deferred underwriting fees (in Dollars) | $ 6,016,800 | $ 6,016,800 | 6,016,800 | ||||||||||||||||||
Success fees (in Dollars) | $ 800,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Closing term, description | during the seven-year period following the date that is sixty days after the date of the closing | during the seven-year period following the date that is sixty days after the date of the closing | |||||||||||||||||||
Forfeit founder shares (in Shares) | 1,713,139 | 1,713,139 | 1,713,139 | ||||||||||||||||||
Purchase share (in Shares) | 1 | ||||||||||||||||||||
Lease payments (in Dollars) | $ 2,100,000 | $ 1,500,000 | |||||||||||||||||||
U.S. federal excise tax | 1% | 21% | 21% | 21% | 21% | 21% | 21% | ||||||||||||||
Fair market value of excise tax | 1% | ||||||||||||||||||||
Redemption of common stock (in Shares) | 1,687,664 | ||||||||||||||||||||
Aggregate redemption amount (in Dollars) | $ 32,930 | ||||||||||||||||||||
Excise tax liability (in Dollars) | $ 32,930 | $ 32,930 | |||||||||||||||||||
Percentage of excise tax liability | 1% | ||||||||||||||||||||
Change in deferred underwriting fees (in Dollars) | 394,100 | $ (394,100) | |||||||||||||||||||
Additional paid-in capital (in Dollars) | 5,622,700 | $ 1,500,000 | $ 1,500,000 | $ 1,500,000 | |||||||||||||||||
Outstanding deferred underwriting fee payable (in Dollars) | $ 3,643,200 | ||||||||||||||||||||
Common stock, par value | $ 10 | $ 10 | |||||||||||||||||||
Consideration value, description | (i) the Per Share Consideration Value (as defined herein), divided by (ii) $10.00 (subject to equitable adjustment) (the “Common Exchange Ratio”). The “Per Share Consideration Value” equals the quotient of (i) $282 million, divided by (ii) the sum of (A) the number of shares of Unique Logistics’ Common Stock, plus (B) the number of shares of Unique Logistics’ Common Stock into which all of the shares of Unique Logistics’ convertible preferred stock, par value $0.001 per share, of the Unique Logistics (collectively, the “Unique Logistics’ Convertible Preferred Stock”) would convert, in each case, as of immediately prior to the Merger, taking into account the effects of the Transactions in accordance with the certificate of designations applicable to such Unique Logistics’ Convertible Preferred Stock. | ||||||||||||||||||||
Number of shares issuable per warrant (in Shares) | 1 | 1 | |||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock | $ 0.001 | $ 0.001 | |||||||||||||||||||
Preferred stock, par value | $ 0.001 | $ 0.001 | |||||||||||||||||||
Leases percentage | 10% | ||||||||||||||||||||
Lease payments (in Dollars) | $ 3,196,539 | ||||||||||||||||||||
U.S. federal excise tax | 21% | 21% | |||||||||||||||||||
Fair market value of excise tax | 14.50% | 40.60% | |||||||||||||||||||
Common stock, par value | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | ||||||||||||||
Number of shares issuable per warrant (in Shares) | 570,478,452 | ||||||||||||||||||||
Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Exceeds per share | 12 | 12 | $ 12 | ||||||||||||||||||
trading price per share | $ 12 | $ 12 | |||||||||||||||||||
Redemption of common stock (in Shares) | 282,720 | 1,687,664 | 1,687,664 | 1,970,384 | 27,600,000 | ||||||||||||||||
Aggregate redemption amount (in Dollars) | $ 3,293,029 | ||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock | 0.0001 | 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Class B Common Stock [Member] | Class B Common Stock [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Aggregate redemption amount (in Dollars) | |||||||||||||||||||||
Class B Common Stock [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||||||||
Number of shares issuable per warrant (in Shares) | 1 | 1 | |||||||||||||||||||
Amended and Restated Letter Agreement between Entity, Colbeck Edify Holdings, LLC, Unique Logistics and Certain Directors and Officers of Entity [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
trading price per share | $ 12 | ||||||||||||||||||||
Scenario, Plan, Two [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Stock exceeds per share | $ 15 | $ 15 | |||||||||||||||||||
Business Combination [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Additional shares (in Shares) | 1,250,000 | ||||||||||||||||||||
Business Combination [Member] | Scenario, Plan, One [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Additional shares (in Shares) | 1,250,000 | ||||||||||||||||||||
Business Combination [Member] | Scenario, Plan, Two [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Additional shares (in Shares) | 1,250,000 | ||||||||||||||||||||
Unique Logistics International, Inc., [Member] | Scenario, Plan, Two [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Additional shares (in Shares) | 1,250,000 | ||||||||||||||||||||
Unique Logistics International, Inc., [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock | $ 0.001 | ||||||||||||||||||||
Equals the quotient (in Dollars) | $ 282,000,000 | ||||||||||||||||||||
Preferred stock, par value | $ 0.001 | ||||||||||||||||||||
Unique Logistics International, Inc., [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Stock exceeds per share | $ 12 | $ 12 | |||||||||||||||||||
Unique Logistics International, Inc., [Member] | Scenario, Plan, One [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Stock exceeds per share | 12 | ||||||||||||||||||||
Unique Logistics International, Inc., [Member] | Scenario, Plan, Two [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Stock exceeds per share | 15 | ||||||||||||||||||||
Buyer [Member] | Common Class A [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Common stock | 0.0001 | ||||||||||||||||||||
Equitable adjustment | $ 10 | ||||||||||||||||||||
Underwriting Agreement [Member] | |||||||||||||||||||||
Commitments and Contingencies [Line Items] | |||||||||||||||||||||
Deferred underwriting fee payable (in Dollars) | $ 9,660,000 | $ 9,660,000 |
Stockholders' Deficit (Details)
Stockholders' Deficit (Details) | 1 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Jan. 04, 2023 shares | Jan. 04, 2023 shares | May 31, 2022 USD ($) $ / shares shares | Oct. 27, 2021 USD ($) $ / shares shares | Sep. 28, 2021 USD ($) $ / shares shares | Aug. 09, 2021 USD ($) $ / shares shares | Aug. 03, 2021 USD ($) $ / shares shares | Jul. 08, 2021 USD ($) $ / shares shares | Jun. 28, 2021 USD ($) $ / shares shares | Jun. 23, 2021 USD ($) $ / shares shares | Jun. 30, 2023 $ / shares shares | Feb. 28, 2023 shares | May 31, 2023 USD ($) $ / shares shares | Dec. 31, 2022 USD ($) $ / shares shares | Dec. 22, 2022 USD ($) $ / shares shares | May 31, 2022 USD ($) $ / shares shares | Dec. 31, 2021 USD ($) $ / shares shares | Jun. 06, 2023 shares | Aug. 16, 2022 shares | Oct. 14, 2020 | |
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Preferred stock, shares issued | ||||||||||||||||||||
Temporary equity, shares issued | 1,687,664 | |||||||||||||||||||
Temporary equity, shares outstanding | 1,687,664 | |||||||||||||||||||
Aggregate shares redeemed | 282,720 | 697,235 | ||||||||||||||||||
Common Stock issued | 8,587,664 | |||||||||||||||||||
Convertible notes | 63,000,000 | |||||||||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 10 | |||||||||||||||||||
Convertible preferred stock, shares | 6,546.47 | |||||||||||||||||||
Aggregate redemption amount (in Dollars) | $ | $ 20,100,000 | |||||||||||||||||||
Common Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||
Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | |||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | 5,000,000 | |||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common stock, shares authorized | 800,000,000 | 800,000,000 | 800,000,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Common Stock issued | 687,196,478 | 799,141,770 | 687,196,478 | |||||||||||||||||
Common shares, shares outstanding | 687,196,478 | 799,141,770 | 687,196,478 | |||||||||||||||||
Noteholder converted (in Dollars) | $ | $ 113,172 | $ 41,317 | $ 53,054.86 | $ 12,820.83 | $ 24,418.89 | $ 15,620.83 | $ 71,855.2 | $ 25,842.22 | $ 111,935 | $ 157,088 | ||||||||||
Convertible notes | 23,000,000 | 29,534,319 | 7,137,037 | 13,593,388 | 8,695,727 | 40,000,000 | 14,385,720 | |||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | |||||||||||||
Issuance of common stock (in Dollars) | $ | $ 0 | |||||||||||||||||||
Debt instrument interest rate | 10% | |||||||||||||||||||
Unique Logistics International, Inc. [Member] | Common Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Convertible preferred stock, shares | 67,963,732 | |||||||||||||||||||
Convertible Preferred Stock | 43,981,560 | 31,415,400 | ||||||||||||||||||
Unique Logistics International, Inc. [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Shareholder converted shares | 7 | 5 | ||||||||||||||||||
Convertible Preferred Stock | 43,981,560 | 31,415,400 | ||||||||||||||||||
Class A Common Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock vote | one | |||||||||||||||||||
Temporary equity, shares issued | 1,970,384 | |||||||||||||||||||
Temporary equity, shares outstanding | 1,687,664 | 1,970,384 | 27,600,000 | 282,720 | ||||||||||||||||
Aggregate shares redeemed | 25,629,616 | |||||||||||||||||||
Common Stock issued | ||||||||||||||||||||
Common shares, shares outstanding | ||||||||||||||||||||
Common stock, per share (in Dollars per share) | $ / shares | $ 0.0001 | |||||||||||||||||||
Issuance of common stock (in Dollars) | $ | $ 13,270,637 | |||||||||||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.62 | $ 10.23 | $ 10 | |||||||||||||||||
Aggregate redemption amount (in Dollars) | $ | $ 259,100,000 | |||||||||||||||||||
Common Class A Subject To Redemption [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Temporary equity, shares issued | 1,970,384 | 27,600,000 | ||||||||||||||||||
Temporary equity, shares outstanding | 1,687,664 | 1,970,384 | 27,600,000 | |||||||||||||||||
Aggregate shares redeemed | 282,720 | 25,629,616 | 25,629,616 | |||||||||||||||||
Aggregate redemption Price (in Dollars per share) | $ / shares | $ 10.11 | |||||||||||||||||||
Redemption amount (in Dollars) | $ | $ 259,100,000 | |||||||||||||||||||
Trust account (in Dollars) | $ | $ 20,100,000 | |||||||||||||||||||
Redemption price per share (in Dollars per share) | $ / shares | $ 10.62 | $ 10.23 | $ 10.11 | $ 10 | ||||||||||||||||
Class B Common Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | 10,000,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||
Common stock vote | one | |||||||||||||||||||
Common Stock issued | 6,900,000 | 6,900,000 | 6,900,000 | |||||||||||||||||
Common shares, shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | |||||||||||||||||
Converted basis percentage | 20 | |||||||||||||||||||
Aggregated shares issued upon converted basis | 20% | |||||||||||||||||||
Series A Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Convertible preferred stock, shares | 6,546.47 | |||||||||||||||||||
Series A Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock | ||||||||||||||||||||
Series A Convertible Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares issued | 130,000 | 120,065 | 130,000 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||
Convertible preferred stock, shares | 9,935 | |||||||||||||||||||
Series B Convertible Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Preferred stock, par value (in Dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||
Preferred stock, shares issued | 820,800 | 820,800 | 820,800 | |||||||||||||||||
Common stock, par value (in Dollars per share) | $ / shares | $ 0.001 | |||||||||||||||||||
Common stock, issued | 125,692,224 | |||||||||||||||||||
Series C Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Percentage of number of share common stock | 0.06411% | |||||||||||||||||||
Percentage of aggregate | 12.48% | |||||||||||||||||||
Series C Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock | ||||||||||||||||||||
Series D Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Percentage of number of share common stock | 0.06519% | |||||||||||||||||||
Percentage of aggregate | 12.48% | |||||||||||||||||||
Series D Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | Preferred Stock [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Convertible Preferred Stock | (7) | (5) | ||||||||||||||||||
Chief Executive Officer [Member] | Series B Convertible Preferred Stock [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||
Stockholders' Deficit (Details) [Line Items] | ||||||||||||||||||||
Conversion shares | 19,200 | |||||||||||||||||||
Debt instrument interest rate | 100% | 100% |
Warrant Liabilities (Details)
Warrant Liabilities (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 $ / shares shares | Dec. 31, 2022 $ / shares shares | Dec. 31, 2021 shares | |
Warrant Liabilities (Details) [Line Items] | |||
Share price trigger used to measure dilution of warrant | $ 9.2 | ||
Public warrant price per share | $ 11.5 | ||
Exercise price percentage | 115% | ||
Public Warrants [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | shares | 13,800,000 | ||
Public warrants expire term | 5 years | ||
Public warrant price per share | $ 0.01 | ||
Private Placement Warrants [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | shares | 5,640,000 | ||
Class A Common Stock [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Exceeds per share | 18 | ||
Public Warrants [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | shares | 13,800,000 | 13,800,000 | |
Public warrants expire term | 5 years | ||
Price per warrant | $ 0.01 | ||
Exceeds per share | 18 | ||
Share price trigger used to measure dilution of warrant | $ 9.2 | ||
Exercise warrants price, percentage | 115 | ||
Public warrant price per share | 11.5 | $ 11.5 | |
Private Placement Warrants [Member] | |||
Warrant Liabilities (Details) [Line Items] | |||
Warrants outstanding | shares | 5,640,000 | 5,640,000 | |
Public warrant price per share | $ 1 | $ 11.5 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes [Abstract] | ||
Change in the valuation allowance | $ 159,221 | $ 220,619 |
Income Taxes (Details) - Schedu
Income Taxes (Details) - Schedule of Net Deferred Tax Assets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Deferred tax assets | ||
Net operating loss carryforward | $ 210 | $ 35,977 |
Start-up/organization expenses | 379,840 | 184,852 |
Business combination expenses | ||
Total deferred tax assets | 380,050 | 220,829 |
Valuation allowance | (380,050) | (220,829) |
Deferred tax assets, net of allowance |
Income Taxes (Details) - Sche_2
Income Taxes (Details) - Schedule of Income Tax Provision - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Income Tax Provision [Abstract] | ||
Current | $ 743,061 | |
Deferred | (159,221) | (220,619) |
Current | ||
Deferred | ||
Change in valuation allowance | 159,221 | 220,619 |
Income tax provision | $ 743,061 |
Income Taxes (Details) - Sche_3
Income Taxes (Details) - Schedule of Reconciliation of the Federal Income Tax Rate | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Aug. 16, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule of Reconciliation of The Federal Income Tax Rate [Abstract] | |||||||
Statutory federal income tax rate | 1% | 21% | 21% | 21% | 21% | 21% | 21% |
State taxes, net of federal tax benefit | 0% | 0% | |||||
Change in fair value of warrant liabilities | (16.37%) | (34.30%) | |||||
Transaction costs associated with IPO | 0% | 2.40% | |||||
Meals and entertainment | 0.28% | 0% | |||||
Fair value of private warrant liabilities in excess of proceeds | 0% | 8.20% | |||||
Change in valuation allowance | 1.34% | 2.70% | |||||
Income tax provision | 15.27% | 2.04% | 13.92% | 0.30% | 6.25% | 0% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | 6 Months Ended | 11 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Fair Value Disclosures [Abstract] | |||||
Cash operating account | $ 19,376,793 | ||||
Cash withdrawn amount of interest earned from trust account to pay taxes | 988,872 | ||||
Cash withdrawn from trust account in connection with redemption | $ 3,293,029 | 258,680,733 | |||
Mutual funds held in the trust account | 19,376,793 | ||||
Investments and cash held in trust account | $ 18,081,361 | $ 276,026,092 | 20,152,710 | 276,026,092 | |
Cash operating account | 19,376,793 | ||||
Mutual Fund Treasury Securities [Member] | |||||
Fair Value Disclosures [Abstract] | |||||
Assets held in the trust account | 775,917 | ||||
Money market funds securities held in trust account | 276,026,092 | 276,026,092 | |||
US Treasury Securities [Member] | |||||
Fair Value Disclosures [Abstract] | |||||
Investments and cash held in trust account | 775,917 | ||||
Cash operating account | 19,376,793 | ||||
Public Warrants [Member] | |||||
Fair Value Disclosures [Abstract] | |||||
Fair value hierarchy for public warrants | $ 6,900,000 | $ 6,900,000 | |||
Fair value measurement | $ 414,000 |
Fair Value Measurements (Deta_2
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | ||
Level 1 [Member] | Mutual Funds [Member] | |||
Assets: | |||
Held to Maturity | [1] | Investments held in Trust Account – Mutual Funds(1) | Investments held in Trust Account – Mutual Funds |
Fair Value | $ 775,917 | $ 276,026,092 | |
Level 2 [Member] | Public Warrants [Member] | |||
Assets: | |||
Held to Maturity | Warrant Liabilities – Public Warrants | Warrant Liabilities – Public Warrants | |
Fair Value | $ 414,000 | $ 6,900,000 | |
Level 3 [Member] | Private Placement Warrants [Member] | |||
Assets: | |||
Held to Maturity | Warrant Liabilities – Private Placement Warrants | Warrant Liabilities – Private Placement Warrants | |
Fair Value | $ 169,200 | $ 2,932,800 | |
[1]As of December 31, 2022, $19,376,793 of mutual funds held in the Trust Account was deposited into the cash operating account maintained by the trustee. |
Fair Value Measurements (Deta_3
Fair Value Measurements (Details) - Schedule of Key Inputs to Both Models For the Private Warrants | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Measurement Input Asset Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 10.59 | 10.09 | 9.77 |
Measurement Input, Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 11.5 | 11.5 | 11.5 |
Measurement Input Expected Merger Announcement Date [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 12/18/2022 | 12/18/2022 | 3/31/2022 |
Expected Merger Date [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 01/20/2024 | 07/20/2023 | 9/30/2022 |
Measurement Input, Maturity [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 01/20/2029 | 07/20/2028 | 9/30/2027 |
Call Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | |||
Measurement Input, Expected Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 5.6 | 5.6 | 5.5 |
Measurement Input, Risk Free Interest Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 4.10% | 4% | 1.30% |
Measurement Input, Price Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 7.50% | 6.60% | 20.40% |
Measurement Input, Expected Dividend Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 0% | 0% | 0% |
Steps [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | |||
Derivative liability, measurement input percentage | 200% |
Fair Value Measurements (Deta_4
Fair Value Measurements (Details) - Schedule of Changes in The Fair Value of Level 3 Warrant Liabilities - USD ($) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2022 | Dec. 31, 2021 | |
Private Placement Warrants [Member] | |||
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Abstract] | |||
Fair value of beginning period | $ 2,932,800 | ||
Change in fair value | $ (5,865,600) | (2,763,600) | |
Transfers to Level 1 | |||
Fair value of ending period | 2,932,800 | 169,200 | $ 2,932,800 |
Initial measurement on January 20, 2021 | 8,798,400 | ||
Public Warrants [Member] | |||
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Abstract] | |||
Fair value of beginning period | |||
Change in fair value | (11,178,000) | ||
Transfers to Level 1 | (6,900,000) | (6,900,000) | |
Fair value of ending period | |||
Initial measurement on January 20, 2021 | 18,078,000 | ||
Warrant [Member] | |||
Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Abstract] | |||
Fair value of beginning period | 2,932,800 | ||
Change in fair value | (17,043,600) | (2,763,600) | |
Transfers to Level 1 | (6,900,000) | ||
Fair value of ending period | 2,932,800 | $ 169,200 | $ 2,932,800 |
Initial measurement on January 20, 2021 | $ 26,876,400 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Jul. 07, 2023 | Jun. 30, 2023 | Jun. 06, 2023 | Jun. 01, 2023 | Jan. 04, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Sep. 08, 2023 | May 31, 2023 | Jan. 19, 2023 | May 31, 2022 | Dec. 31, 2021 | |
Subsequent Events [Abstract] | ||||||||||||
Held in cash operating account | $ 18,081,361 | $ 18,081,361 | $ 20,152,710 | $ 276,026,092 | ||||||||
Common shares, shares issued (in Shares) | 8,587,664 | |||||||||||
Percentage of voters present in person or by proxy for special meeting | 94.30% | |||||||||||
Amount of deposit in the event initial business combination | $ 225,000 | |||||||||||
Deposited for each public share (in Dollars per share) | $ 0.15 | |||||||||||
Extension term for each one-month extension | $ 75,000 | |||||||||||
Redeemed for each subsequent one-month extension (in Dollars per share) | $ 0.05 | |||||||||||
Aggregate shares redeemed (in Shares) | 282,720 | 697,235 | ||||||||||
Loan amount | 5,263,158 | $ 5,263,158 | ||||||||||
Principal amount | 5,000,000 | |||||||||||
Upfront fees amount | $ 263,158 | $ 263,158 | ||||||||||
Initial term loan description | (1) on August 31, 2023 and November 30, 2023, in an amount equal to 1.25% of the principal amount of the Initial Term Loan, (2) on February 29, 2024, May 31, 2024, August 31, 2024 and November 30, 2024, in an amount equal to 2.50% of the principal amount of the Initial Term Loan and (3) on February 28, 2025, May 31, 2025, August 31, 2025, November 30, 2025, and February 28, 2026 in an amount equal to 3.75% of the principal amount of the Initial Term Loan and (ii) any funded Delayed Draw Term Loan shall be repayable (1) on August 31, 2023 and November 30, 2023, in an amount equal to 1.25% of the funded principal amount of such Delayed Draw Term Loan, (2) on February 29, 2024, May 31, 2024, August 31, 2024 and November 31 2024, in an amount equal to 2.50% of the funded principal amount of such Delayed Draw Term Loan and (3) on February 28, 2025, May 31, 2025, August 31, 2025, November 30, 2025 and February 28, 2026, in an amount equal to 3.75% of the funded principal amount of such Delayed Draw Term Loan. | |||||||||||
Purchase of total shares (in Shares) | 500,000 | |||||||||||
Share capital percentage | 50% | |||||||||||
Due amount | $ 2,000,000 | $ 3,381,683 | ||||||||||
Class B Common Stock | ||||||||||||
Subsequent Events [Abstract] | ||||||||||||
Common shares, shares issued (in Shares) | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||||||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Class A Common Stock | ||||||||||||
Subsequent Events [Abstract] | ||||||||||||
Common shares, shares issued (in Shares) | ||||||||||||
Common shares, par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||
Aggregate shares redeemed (in Shares) | 25,629,616 | |||||||||||
Subsequent Event [Member] | ||||||||||||
Subsequent Events [Abstract] | ||||||||||||
Principal amount | $ 2,500,000 | |||||||||||
Due amount | $ 1,000,000 | |||||||||||
Initial term loan percentage | 15% | |||||||||||
Exceed amount | $ 25,000,000 | |||||||||||
Money Market Funds [Member] | ||||||||||||
Subsequent Events [Abstract] | ||||||||||||
Held in cash operating account | $ 17,497,468 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies (Details) - Schedule of Class A Common Stock Reconciliation - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 20, 2021 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Schedule Of Class ACommon Stock Reconciliation Abstract | |||||
Gross proceeds | $ 276,000,000 | $ 276,000,000 | |||
Less: | |||||
Proceeds allocated to Public Warrants | (18,078,000) | ||||
Class A common stock issuance at cost | (13,270,637) | ||||
Less: | |||||
Redemption of Class A common stock | $ (3,293,029) | (258,680,733) | |||
Plus: | |||||
Accretion of carrying value to redemption value | (4,513,655) | 34,139,451 | |||
Class A common stock subject to possible redemption | 17,926,097 | $ 20,110,081 | |||
Plus: | |||||
Waiver of deferred underwriting fees | $ 5,622,700 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (56,186) | $ 847,514 | $ (105,678) | $ 5,914,638 | $ 8,889,961 | $ 9,418,027 |
Denominator: | ||||||
Basic weighted average common shares outstanding | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | ||
Basic net (loss) income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Class B Common Stock [Member] | ||||||
Numerator: | ||||||
Allocation of net (loss) income | $ (229,718) | $ 211,878 | $ (430,469) | $ 1,478,660 | $ 2,234,296 | $ 2,473,196 |
Denominator: | ||||||
Basic weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | ||
Basic net (loss) income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Class A Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average common shares outstanding | 1,687,664 | 27,600,000 | 1,693,912 | 27,600,000 | 27,454,165 | 26,087,671 |
Diluted net (loss) income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Class B Common Stock [Member] | ||||||
Summary of Significant Accounting Policies (Details) - Schedule of Basic and Diluted Net Income (loss) Per Common Share (Parentheticals) [Line Items] | ||||||
Diluted weighted average common shares outstanding | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 | 6,900,000 |
Diluted net (loss) income per common share | $ (0.03) | $ 0.03 | $ (0.06) | $ 0.21 | $ 0.32 | $ 0.36 |
Fair Value Measurements (Deta_5
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | ||
Mutual Funds [Member] | Assets [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Held to Maturity | Investments and cash held in Trust Account – Mutual Fund | Investments and cash held in Trust Account – Mutual Funds(1) | [1] |
Fair Value | $ 18,081,361 | $ 775,917 | |
Liability [Member] | Public Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Held to Maturity | Warrant Liabilities – Public Warrants | Warrant Liabilities – Public Warrants | |
Fair Value | $ 414,000 | $ 414,000 | |
Liability [Member] | Private Placement Warrants [Member] | |||
Fair Value Measurements (Details) - Schedule of Assets and Liabilities that are Measured at Fair Value on a Recurring Basis [Line Items] | |||
Held to Maturity | Warrant Liabilities – Private Placement Warrants | Warrant Liabilities – Private Placement Warrants | |
Fair Value | $ 169,200 | $ 169,200 | |
[1]As of December 31, 2022, $19,376,793 of mutual funds held in the Trust Account was deposited into the cash operating account maintained by the trustee. |
Fair Value Measurements (Deta_6
Fair Value Measurements (Details) - Schedule of Key Inputs to Both Models for the Private Warrants | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Asset Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 10.59 | 10.09 | 9.77 |
Exercise Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 11.5 | 11.5 | 11.5 |
Expected Merger Announcement Date [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 12/18/2022 | 12/18/2022 | 3/31/2022 |
Expected Merger Date [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 01/20/2024 | 07/20/2023 | 9/30/2022 |
Expiration Date [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input date | 01/20/2029 | 07/20/2028 | 9/30/2027 |
Call Price [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | |||
Contractual Term [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | 5.6 | 5.6 | 5.5 |
Risk-Free Rate [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 4.10% | 4% | 1.30% |
Volatility [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 7.50% | 6.60% | 20.40% |
Dividend Yield [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input percentage | 0% | 0% | 0% |
Steps [Member] | |||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |||
Derivative liability, measurement input | |||
Derivative liability, measurement input percentage | 200% |
Fair Value Measurements (Deta_7
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities - USD ($) | 3 Months Ended | |||
Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2022 | Mar. 31, 2022 | |
Private Placement Warrants [Member] | ||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items] | ||||
Fair value as of beginning | $ 169,200 | $ 169,200 | $ 958,800 | $ 2,932,800 |
Change in fair value | (282,000) | (1,974,000) | ||
Fair value as of ending | 169,200 | 169,200 | 676,800 | 958,800 |
Warrant [Member] | ||||
Fair Value Measurements (Details) - Schedule of Changes in the Fair Value of Level 3 Warrant Liabilities [Line Items] | ||||
Fair value as of beginning | 169,200 | 169,200 | 958,800 | 2,932,800 |
Change in fair value | (282,000) | (1,974,000) | ||
Fair value as of ending | $ 169,200 | $ 169,200 | $ 676,800 | $ 958,800 |
Nature of Business and Summary
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Significant Changes in Contract Asset and Contract Liability - USD ($) | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2022 | |
Schedule Of Significant Changes In Contract Asset And Contract Liability Abstract | ||
Contract Assets Increase (Decrease), Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied | ||
Contract Liabilities (Increase) Decrease, Reclassification of the beginning contract liabilities to revenue, as the result of performance obligation satisfied | 468,209 | |
Contract Assets Increase (Decrease), Cash Received in advance and not recognized as revenue | ||
Contract Liabilities (Increase) Decrease, Cash Received in advance and not recognized as revenue | (468,209) | |
Contract Assets Increase (Decrease), Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional | (41,471,463) | (10,491,045) |
Contract Liabilities (Increase) Decrease, Reclassification of the beginning contract assets to receivables, as the result of rights to consideration becoming unconditional | ||
Contract Assets Increase (Decrease), contract assets recognized | 13,387,660 | 18,038,312 |
Contract Liabilities (Increase) Decrease, contract assets recognized | ||
Contract Assets Increase (Decrease), net Change | (28,083,802) | 7,547,267 |
Contract Liabilities (Increase) Decrease, net Change | $ 468,209 | $ (468,209) |
Nature of Business and Summar_2
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 325,618,492 | $ 1,014,486,680 |
China Hong Kong Taiwan [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | 138,554,312 | 343,370,279 |
Southeast Asia [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | 80,967,866 | 422,869,068 |
United States [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | 42,463,526 | 39,362,326 |
India Sub-continent [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | 45,877,123 | 161,841,791 |
Other [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 17,755,665 | $ 47,043,216 |
Nature of Business and Summar_3
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment | 12 Months Ended |
May 31, 2023 | |
Software [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computer Equipment [Member] | Minimum [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 3 years |
Computer Equipment [Member] | Maximum [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Fixtures [Member] | Minimum [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 5 years |
Furniture and Fixtures [Member] | Maximum [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Estimated useful lives of property and equipment | 7 years |
Leasehold Improvements [Member] | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Estimated Useful Lives of Property and Equipment [Line Items] | |
Leasehold improvements | Shorter of estimated useful life or remaining term of the lease |
Nature of Business and Summar_4
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Derivative Liabilities - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Level 1 [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Derivative Liabilities [Line Items] | ||
Derivative liabilities as May 31, 2022 | ||
Addition | ||
Changes in fair value | ||
Derivative liabilities as May 31, 2023 | ||
Level 2 [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Derivative Liabilities [Line Items] | ||
Derivative liabilities as May 31, 2022 | ||
Addition | ||
Changes in fair value | ||
Derivative liabilities as May 31, 2023 | ||
Level 3 [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Derivative Liabilities [Line Items] | ||
Derivative liabilities as May 31, 2022 | 12,437,994 | |
Addition | 8,417,296 | |
Changes in fair value | (879,733) | 4,020,698 |
Derivative liabilities as May 31, 2023 | $ 11,558,261 | $ 12,437,994 |
Nature of Business and Summar_5
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Assumption - Unique Logistics International, Inc. [Member] - USD ($) $ / shares in Units, $ in Millions | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Assumption [Line Items] | ||
Estimated time to capital raise (in Dollars) | $ 39 | |
Estimated value of common stock (in Dollars per share) | $ 10 | |
Estimated time to financing event | 5 months 1 day | 6 months |
Measurement Input, Risk Free Interest Rate [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Assumption [Line Items] | ||
Probability of capital raise | 5.50% | 1.60% |
Measurement Input Probability Of Capital Raise Rate [Member] | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Fair Value Assumption [Line Items] | ||
Probability of capital raise | 90% | 50% |
Nature of Business and Summar_6
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Earning Per Share - USD ($) | 12 Months Ended | ||
May 31, 2023 | May 31, 2022 | ||
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Earning Per Share [Line Items] | |||
Net income (loss) attributable to common stockholders (in Dollars) | $ 8,201,773 | $ (1,031,171) | |
Effect of dilutive securities: (in Dollars) | |||
Diluted net income (loss) (in Dollars) | $ 8,201,773 | $ (1,031,171) | |
Weighted average common shares outstanding – basic | 785,412,500 | 605,817,180 | |
Series A Preferred | [1] | 1,168,177,320 | |
Series B Preferred | [1] | 5,373,342,576 | |
Series C Preferred | [1] | 1,206,351,359 | |
Series D Preferred | [1] | 1,130,954,399 | |
Weighted average common shares outstanding and assumed conversion – diluted | [1] | 9,664,238,154 | 605,817,180 |
Basic net income per common share (in Dollars per share) | [1] | $ 0.01 | $ 0 |
Diluted net income per common share (in Dollars per share) | [1] | $ 0 | $ 0 |
[1]Due to a net loss for the year ended May 31, 2022, only weighted average common shares are used in calculations. As May 31, 2022, the Company’s dilution of all outstanding securities would be as follows: |
Nature of Business and Summar_7
Nature of Business and Summary of Significant Accounting Policies (Details) - Schedule of Anti-Dilutive Shares - Unique Logistics International, Inc. [Member] - shares | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted average common shares outstanding – basic | 605,817,180 | |
Series A Preferred | 1,233,209,295 | |
Series B Preferred | 5,373,342,576 | |
Series C Preferred | 1,206,351,359 | |
Series D Preferred | 1,174,935,959 | |
Weighted average common shares outstanding and assumed conversion – diluted | 9,664,238,154 | 9,593,656,369 |
Acquisitions and Equity Metho_3
Acquisitions and Equity Method Investments (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Feb. 21, 2023 | May 29, 2020 | May 31, 2023 | Jun. 30, 2023 | Mar. 10, 2023 | Oct. 14, 2020 | |
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 5,263,158 | |||||
Debt instrument maturity date | May 29, 2023 | |||||
Contingent liability | $ 1,800,000 | |||||
Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Business combination consideration transferred, gross | 28,800,000 | |||||
Cash acquired | 12,300,000 | |||||
Debt instrument, face amount | 4,210,526 | |||||
Debt instrument interest rate | 10% | |||||
Purchase price | 1,000,000 | |||||
Authority will be paid to logistics the amount of reserve | 1,000,000 | |||||
Amount of entire reserve | 1,000,000 | |||||
Promissory note payable | 2,000,000 | |||||
Equity method investments and goodwill | 9,478,477 | |||||
Measurement period adjustment amount | 6,574,412 | |||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 14,789,474 | |||||
Promissory Notes One [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 4,500,000 | |||||
Debt instrument maturity date | Mar. 07, 2023 | |||||
Debt instrument interest rate | 15% | |||||
Promissory Notes Two [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 5,000,000 | |||||
Debt instrument maturity date | Apr. 07, 2023 | |||||
Debt instrument interest rate | 15% | |||||
Promissory Notes Three [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 5,000,000 | $ 4,250,000 | ||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||
Debt instrument interest rate | 15% | 15% | ||||
Promissory Notes Three [Member] | Investees [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 5,000,000 | |||||
Promissory Notes Four [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,000,000 | ||||
Debt instrument maturity date | Feb. 21, 2025 | Feb. 21, 2025 | ||||
Promissory Notes Five [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 500,000 | |||||
Debt instrument interest rate | 35% | |||||
Promissory Notes Six [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 2,000,000 | $ 2,000,000 | ||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||
Debt instrument interest rate | 15% | |||||
Promissory Notes Seven [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 1,000,000 | $ 1,000,000 | ||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||
Debt instrument interest rate | 15% | |||||
Promissory Note 8 [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 2,500,000 | $ 2,500,000 | ||||
Debt instrument maturity date | Jun. 30, 2023 | Jun. 30, 2023 | ||||
Debt instrument interest rate | 15% | 15% | ||||
Fair value interest | $ 2,500,000 | |||||
Promissory Notes 9 [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 2,000,000 | $ 2,000,000 | ||||
Debt instrument maturity date | Feb. 21, 2024 | Feb. 21, 2024 | ||||
Earnout Payment [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 1,750,000 | |||||
Business Combination [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Business combination consideration transferred, net | 16,500,000 | |||||
Business combination, contingent consideration | 2,500,000 | |||||
Business combination, minimum contingent consideration | 2,000,000 | |||||
Business combination, high contingent consideration | 4,500,000 | |||||
Business acquisition cost | 500,000 | |||||
Business Combination [Member] | Unique Logistics International, Inc. [Member] | Maximum [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Business combination, contingent consideration | 5,000,000 | |||||
Business combination, high contingent consideration | 5,000,000 | |||||
Business Combination [Member] | Promissory Notes One [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 4,500,000 | |||||
Business Combination [Member] | Promissory Notes Two [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 5,000,000 | |||||
Business Combination [Member] | Promissory Notes Three [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 5,000,000 | |||||
Business Combination [Member] | Promissory Notes Four [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 1,000,000 | |||||
Business Combination [Member] | Promissory Notes Five [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 500,000 | |||||
Business Combination [Member] | Promissory Notes Six [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | 2,000,000 | |||||
Business Combination [Member] | Promissory Notes Seven [Member] | Unique Logistics International, Inc. [Member] | ||||||
Acquisitions and Equity Method Investments (Details) [Line Items] | ||||||
Debt instrument, face amount | $ 1,000,000 |
Acquisitions and Equity Metho_4
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 | |
Unique Logistics International (H.K.) Limited [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 100% |
Designation | Consolidated subsidiary |
Unique Logistics International (Vietnam) Co., Ltd. [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 65% |
Designation | Consolidated subsidiary |
ULI (South China) Limited [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 70% |
Designation | Consolidated subsidiary |
Unique Logistics International (South China) Limited [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 70% |
Designation | Consolidated subsidiary |
Unique Logistics International (India) Private Ltd. [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 65% |
Designation | Consolidated subsidiary |
ULI (North & East China) Company Limited [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 50% |
Designation | Equity-method investment |
Unique Logistics International Co., Ltd [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 50% |
Designation | Equity-method investment |
TGF Unique Limited [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Acquired Subsidiary [Line Items] | |
Purchased Percentage | 49.99% |
Designation | Equity-method investment |
Acquisitions and Equity Metho_5
Acquisitions and Equity Method Investments (Details) - Schedule of Business Combination Contingent Consideration - Business Combination [Member] - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Cash at closing, Fair Value | $ 3,500,000 |
Contingent considerations, Fair Value | $ 28,750,000 |
Contingent considerations One [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 10/31/2023 |
Description | Note 8 to ULHK |
Fair Value | $ 2,500,000 |
Interest rate | 15% |
Contingent considerations Two [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 2/21/2024 |
Description | Note 9 to ULHK |
Fair Value | $ 2,000,000 |
Interest rate | |
Contingent considerations Three [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 2/21/2024 |
Description | Earnout payment |
Fair Value | $ 1,750,000 |
Contingent considerations [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 6,250,000 |
Promissory Notes One [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 3/7/2023 |
Description | Note 1 to ULHK |
Fair Value | $ 4,500,000 |
Interest rate | 15% |
Promissory Notes Two [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 4/7/2023 |
Description | Note 2 to ULHK |
Fair Value | $ 5,000,000 |
Interest rate | 15% |
Promissory Notes Three [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 6/30/2023 |
Description | Note 3 to ULHK |
Fair Value | $ 5,000,000 |
Interest rate | 15% |
Promissory Notes Four [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 2/21/2025 |
Description | Note 4 to ULHK |
Fair Value | $ 1,000,000 |
Interest rate | |
Promissory Notes Five [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 2/21/2025 |
Description | Note 5 to FTS |
Fair Value | $ 500,000 |
Interest rate | |
Promissory Notes Six [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 7/31/2024 |
Description | Note 6 to ULHK |
Fair Value | $ 2,000,000 |
Interest rate | |
Promissory Notes Seven [Member] | |
Business Acquisition [Line Items] | |
Maturity Date | 7/31/2024 |
Description | Note 7 to ULHK |
Fair Value | $ 1,000,000 |
Interest rate | |
Promissory Notes [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 19,000,000 |
Acquisitions and Equity Metho_6
Acquisitions and Equity Method Investments (Details) - Schedule of Fair Value of Assets Acquired and Liabilities Assumed - Unique Logistics International, Inc. [Member] | Dec. 31, 2008 USD ($) |
Initial Purchase Price Allocation [Member] | |
Assets Acquired: | |
Cash | $ 12,328,319 |
Current Assets | 23,904,207 |
Equity in net assets of affiliated companies | 5,368,959 |
Identifiable intangible assets | 6,515,000 |
Other noncurrent assets | 2,367,272 |
Total Assets | 50,483,757 |
Liabilities Assumed: | |
Current liabilities | (27,326,110) |
Noncurrent liabilities | (327,861) |
Total Liabilities | (27,653,971) |
Less noncontrolling interest | (3,558,263) |
Goodwill | 9,478,477 |
Purchase Price | 28,750,000 |
Measurement Period Adjustment [Member] | |
Assets Acquired: | |
Cash | |
Current Assets | |
Equity in net assets of affiliated companies | |
Identifiable intangible assets | |
Other noncurrent assets | |
Total Assets | |
Liabilities Assumed: | |
Current liabilities | (6,574,412) |
Noncurrent liabilities | |
Total Liabilities | (6,574,412) |
Less noncontrolling interest | |
Goodwill | 6,574,412 |
Purchase Price | |
Updated Purchase Price Allocation [Member] | |
Assets Acquired: | |
Cash | 12,328,319 |
Current Assets | 23,904,207 |
Equity in net assets of affiliated companies | 5,368,959 |
Identifiable intangible assets | 6,515,000 |
Other noncurrent assets | 2,367,272 |
Total Assets | 50,483,757 |
Liabilities Assumed: | |
Current liabilities | (33,900,522) |
Noncurrent liabilities | (327,861) |
Total Liabilities | (34,228,383) |
Less noncontrolling interest | (3,558,263) |
Goodwill | 16,052,889 |
Purchase Price | $ 28,750,000 |
Acquisitions and Equity Metho_7
Acquisitions and Equity Method Investments (Details) - Schedule of Identifiable Intangible Assets and Amortization Period - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 USD ($) | |
Acquisitions and Equity Method Investments (Details) - Schedule of Identifiable Intangible Assets and Amortization Period [Line Items] | |
Cost Basis | $ 6,515,000 |
Useful Life | 6 years 3 months 29 days |
Customer Relationships [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Identifiable Intangible Assets and Amortization Period [Line Items] | |
Cost Basis | $ 6,292,000 |
Useful Life | 7 years |
Noncompete Agreements [Member] | |
Acquisitions and Equity Method Investments (Details) - Schedule of Identifiable Intangible Assets and Amortization Period [Line Items] | |
Cost Basis | $ 223,000 |
Useful Life | 1 year |
Acquisitions and Equity Metho_8
Acquisitions and Equity Method Investments (Details) - Schedule of Financial Information at Fair Value for Equity Method Investment - Business Combination [Member] - Unique Logistics International, Inc. [Member] | May 31, 2023 USD ($) |
Schedule of Equity Method Investments [Line Items] | |
Current assets | $ 17,493,164 |
Noncurrent assets | 152,658 |
Total assets | 17,645,822 |
Current liabilities | 6,907,904 |
Noncurrent liabilities | |
Total liabilities | 6,907,904 |
Net assets of the equity investee | 10,737,918 |
Equity attributable to non-controlling interest | (5,368,959) |
Total equity method investment attributable to registrant | $ 5,368,959 |
Acquisitions and Equity Metho_9
Acquisitions and Equity Method Investments (Details) - Schedule of Pro Forma Information - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Acquisitions and Equity Method Investments (Details) - Schedule of Pro Forma Information [Line Items] | ||
Revenue, net | $ 416,289,385 | $ 1,271,514,041 |
Net Income attributable to registrant | $ 11,742,885 | $ 26,095,482 |
Weighted average shares of common stock outstanding, basic | 785,412,500 | 605,817,180 |
Weighted average shares of common stock outstanding, diluted | 9,664,238,154 | 9,593,656,369 |
Net income per share, basic | $ 0.02 | $ 0.04 |
Net income per share, diluted | $ 0 | $ 0 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Unique Logistics International, Inc., [Member] | ||
Property and Equipment (Details) [Line Items] | ||
Depreciation expense | $ 282,851 | $ 75,204 |
Property and Equipment (Detail
Property and Equipment (Details) - Schedule of Property and Equipment - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,023,238 | $ 319,491 |
Less: accumulated depreciation | (413,453) | (130,602) |
Property and equipment, net | 609,785 | 188,889 |
Furniture and fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 328,480 | 102,062 |
Computer equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 223,736 | 159,674 |
Software [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 48,175 | 30,609 |
Leasehold improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 197,966 | 27,146 |
Motor Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 224,881 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Carrying Amount of Goodwill - Unique Logistics International, Inc. [Member] | 12 Months Ended |
May 31, 2023 USD ($) | |
Goodwill [Line Items] | |
Beginning balance June 1, 2022 | $ 4,463,129 |
Acquired through business combination | 16,052,889 |
Ending balance May 31, 2023 | $ 20,516,018 |
Intangible Assets (Details)
Intangible Assets (Details) - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Intangible Assets (Details) [Line Items] | ||
Amortization of Intangible Assets (in Dollars) | $ 987,611 | $ 707,149 |
Estimated useful life | 6 years 3 months 29 days | |
Tradenames and Non Compete Agreements [Member] | Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Finite-lived intangible asset, useful life | 3 years | |
Tradenames and Non Compete Agreements [Member] | Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Finite-lived intangible asset, useful life | 10 years | |
Customer Relationships [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Estimated useful life | 7 years | |
Customer Relationships [Member] | Minimum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Finite-lived intangible asset, useful life | 12 years | |
Customer Relationships [Member] | Maximum [Member] | ||
Intangible Assets (Details) [Line Items] | ||
Finite-lived intangible asset, useful life | 15 years |
Intangible Assets (Details) - S
Intangible Assets (Details) - Schedule of Intangible Assets - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 15,267,000 | $ 8,752,000 |
Less: Accumulated amortization | (2,401,907) | (1,414,296) |
Intangible assets, net | 12,865,093 | 7,337,704 |
Trademarks and Trade Names [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 806,000 | 806,000 |
Customer Relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | 13,925,000 | 7,633,000 |
Noncompete Agreements [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible assets, gross | $ 536,000 | $ 313,000 |
Intangible Assets (Details) -_2
Intangible Assets (Details) - Schedule of Estimated Amortization Expense - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
Intangible Assets (Details) - Schedule of Estimated Amortization Expense [Line Items] | ||
2024 | $ 1,668,921 | |
2025 | 1,501,671 | |
2026 | 1,501,671 | |
2027 | 1,501,671 | |
2028 | 1,501,671 | |
Thereafter | 5,189,488 | |
Intangible assets, net | $ 12,865,093 | $ 7,337,704 |
Equity Method Investment (Detai
Equity Method Investment (Details) - USD ($) | May 31, 2023 | May 31, 2022 |
Nonconsolidated Investees, Other [Member] | ||
Equity Method Investment (Details) [Line Items] | ||
Equity method investments | $ 136,656 | $ 0 |
Equity Method Investment (Det_2
Equity Method Investment (Details) - Schedule of Company’s Share of Equity Method Investments | 12 Months Ended |
May 31, 2023 USD ($) | |
Schedule Of Company SShare Of Equity Method Investments Abstract | |
Equity investment carrying amount at May 31, 2022 | |
Payment made for equity method investment | 5,368,959 |
Net income share of the Company | 136,656 |
Dividends received | (2,123,932) |
Equity investment carrying amount at May 31, 2023 | $ 3,381,683 |
Equity Method Investment (Det_3
Equity Method Investment (Details) - Schedule of Summarized Financial Information - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | May 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | May 31, 2022 | |
Condensed Financial Statements, Captions [Line Items] | ||||||||
Current assets | $ 128,077 | $ 128,077 | $ 14,712,542 | $ 137,659 | $ 486,694 | |||
Noncurrent assets | 138,172 | |||||||
Current liabilities | 3,212,334 | 3,212,334 | 7,289,746 | 1,037,059 | 453,400 | |||
Noncurrent liabilities | ||||||||
Equity | 7,560,968 | |||||||
Net Income | $ (285,904) | $ 1,059,392 | $ (536,147) | $ 7,393,298 | $ 11,124,257 | $ 11,891,223 | ||
Unique Logistics International, Inc. [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Current assets | 60,326,985 | $ 108,543,031 | ||||||
Current liabilities | 52,448,603 | 104,367,590 | ||||||
Noncurrent liabilities | 41,478,494 | $ 14,712,501 | ||||||
Net Income | 8,214,568 | |||||||
Unique Logistics International, Inc. [Member] | Investees [Member] | ||||||||
Condensed Financial Statements, Captions [Line Items] | ||||||||
Net Revenue | 11,799,721 | |||||||
Gross Profit | 2,584,720 | |||||||
Income from operations | 1,116,717 | |||||||
Net Income | $ 273,311 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities [Line Items] | ||
Accrued salaries and related expenses | $ 1,938,111 | $ 625,000 |
Accrued sales and marketing expense | 768,713 | 2,383,500 |
Accrued professional fees | 2,574,542 | 1,350,170 |
Accrued income tax | 1,531,789 | 559,544 |
Accrued overdraft liabilities | 681,058 | |
Other accrued expenses and current liabilities | 1,784,730 | 66,887 |
Accrued expenses and other current liabilities | $ 8,594,947 | $ 5,666,159 |
Financing Arrangements (Details
Financing Arrangements (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||||
May 31, 2022 | Oct. 27, 2021 | Sep. 28, 2021 | Aug. 09, 2021 | Aug. 03, 2021 | Jul. 08, 2021 | Jun. 28, 2021 | Mar. 19, 2021 | Mar. 09, 2021 | Jan. 28, 2021 | Oct. 14, 2020 | Oct. 08, 2020 | Jul. 20, 2023 | Jun. 23, 2021 | Jan. 31, 2021 | May 29, 2020 | Mar. 19, 2019 | Feb. 28, 2023 | May 31, 2023 | May 31, 2022 | Jun. 30, 2023 | Mar. 10, 2023 | Feb. 21, 2023 | Dec. 31, 2022 | Apr. 14, 2022 | Jan. 31, 2022 | Dec. 31, 2021 | Dec. 10, 2021 | Sep. 17, 2021 | Aug. 04, 2021 | Sep. 19, 2019 | May 19, 2019 | |
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt, maturity date | May 29, 2023 | |||||||||||||||||||||||||||||||
Number of shares issuable per warrant (in Shares) | 1 | |||||||||||||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 11.5 | |||||||||||||||||||||||||||||||
Debt conversion of shares (in Shares) | 63,000,000 | |||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||||||||||||||||||||||||||
Debt instrument face amount | $ 5,263,158 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense | $ 3,836,511 | |||||||||||||||||||||||||||||||
Financing interest expense | 0 | |||||||||||||||||||||||||||||||
Purchase of financing cost | 1,913,474 | $ 506,502 | ||||||||||||||||||||||||||||||
Notes payable | $ 608,333 | $ 1,111,000 | 608,333 | |||||||||||||||||||||||||||||
Aggregate amount | $ 358,236 | |||||||||||||||||||||||||||||||
Convertible promissory note | 10% | |||||||||||||||||||||||||||||||
Aggregate gross proceeds | $ 1,000,000 | |||||||||||||||||||||||||||||||
Bears interest rate percentage | 10% | |||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 1,000,000 | 4,000,000 | $ 2,000,000 | |||||||||||||||||||||||||||||
Number of shares issuable per warrant (in Shares) | 570,478,452 | |||||||||||||||||||||||||||||||
Common stock price per share (in Dollars per share) | $ 0.001946 | $ 0.001946 | ||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.00179638 | $ 0.00179638 | $ 0.00179638 | |||||||||||||||||||||||||||||
Conversion of Series B Preferred to Common Stock | $ 113,172 | $ 41,317 | $ 53,054.86 | $ 12,820.83 | $ 24,418.89 | $ 15,620.83 | $ 71,855.2 | $ 25,842.22 | 111,935 | $ 157,088 | ||||||||||||||||||||||
Debt conversion of shares (in Shares) | 23,000,000 | 29,534,319 | 7,137,037 | 13,593,388 | 8,695,727 | 40,000,000 | 14,385,720 | |||||||||||||||||||||||||
Gain loss on debt extinguishment | 383,819 | 358,236 | ||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Amortization of debt discount total | $ 285,048 | $ 776,515 | ||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 | |||||||||||||||||||||||||||||
Capital stock percentage | 12.48% | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 4,210,526 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Corefund Capital L L C [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Interest expense | 0 | $ 1,000,000 | ||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt instrument face amount | $ 14,789,474 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Notes payable [Member] | U L A T L [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 608,333 | $ 1,825,000 | 0 | $ 608,333 | ||||||||||||||||||||||||||||
Debt periodic payments | $ 304,167 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 1,000,000 | |||||||||||||||||||||||||||||||
Convertible promissory note | 10% | |||||||||||||||||||||||||||||||
Debt instrument face amount | $ 10,300,000 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 1,111,000 | |||||||||||||||||||||||||||||||
Proceeds from notes payable | $ 1,000,000 | |||||||||||||||||||||||||||||||
Number of shares issuable per warrant (in Shares) | 570,478,452 | |||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0017964 | $ 0.0017964 | ||||||||||||||||||||||||||||||
Conversion of Series B Preferred to Common Stock | $ 131,759 | |||||||||||||||||||||||||||||||
Debt conversion of shares (in Shares) | 73,346,191 | |||||||||||||||||||||||||||||||
Gain loss on debt extinguishment | $ 247,586 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Purchase Money Financing [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Purchase of financing cost | $ 0 | |||||||||||||||||||||||||||||||
Unique Logistics International, Inc. [Member] | Financing Arrangements [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 0 | 0 | ||||||||||||||||||||||||||||||
Accredited Investor [Member] | Unique Logistics International, Inc. [Member] | Promissory Notes [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Aggregate amount | $ 10 | |||||||||||||||||||||||||||||||
TBK Agreement [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Agreement amount | $ 30,000,000 | |||||||||||||||||||||||||||||||
Revolving credit facility | $ 25,000,000 | |||||||||||||||||||||||||||||||
TBK Agreement [Member] | Unique Logistics International, Inc. [Member] | Minimum [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Credit facility | $ 47.5 | $ 40,000,000 | $ 40,000,000 | $ 30,000,000 | ||||||||||||||||||||||||||||
TBK Agreement [Member] | Unique Logistics International, Inc. [Member] | Maximum [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Credit facility | $ 57.5 | $ 47,500,000 | $ 47,500,000 | $ 40,000,000 | ||||||||||||||||||||||||||||
Paycheck Protection Program Loans [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible promissory note | 1% | |||||||||||||||||||||||||||||||
Forgiveness of promissory notes | $ 358,236 | |||||||||||||||||||||||||||||||
Trillium SPA [Member] | Unique Logistics International, Inc. [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 0 | 0 | ||||||||||||||||||||||||||||||
Trilliumand Three A [Member] | Unique Logistics International, Inc. [Member] | Convertible Notes Payable [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Convertible promissory note | 10% | |||||||||||||||||||||||||||||||
Conversion price per share (in Dollars per share) | $ 0.0032 | |||||||||||||||||||||||||||||||
Unamortized debt discount | 0 | |||||||||||||||||||||||||||||||
Amortization of debt discount total | $ 491,467 | |||||||||||||||||||||||||||||||
Conversion feature beneficial amount | $ 1,666,666 | $ 1,666,666 | ||||||||||||||||||||||||||||||
Trilliumand Three A [Member] | Unique Logistics International, Inc. [Member] | Convertible Notes Payable One [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | 916,666 | |||||||||||||||||||||||||||||||
Trilliumand Three A [Member] | Unique Logistics International, Inc. [Member] | Convertible Notes Payable Two [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Notes payable | $ 1,833,333 | |||||||||||||||||||||||||||||||
Amended Securities Exchange Agreement [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Preferred Stock Value Outstanding | $ 10,000 | |||||||||||||||||||||||||||||||
Amended Securities Exchange Agreement [Member] | Unique Logistics International, Inc. [Member] | Series C Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||
Amended Securities Exchange Agreement [Member] | Unique Logistics International, Inc. [Member] | Series D Convertible Preferred Stock [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Preferred stock par value (in Dollars per share) | $ 0.001 | |||||||||||||||||||||||||||||||
Paycheck Protection Program Loans [Member] | Unique Logistics International, Inc. [Member] | ||||||||||||||||||||||||||||||||
Financing Arrangements (Details) [Line Items] | ||||||||||||||||||||||||||||||||
Debt, maturity date | Mar. 05, 2026 |
Financing Arrangements (Detai_2
Financing Arrangements (Details) - Schedule of Financing Arrangement - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 | Oct. 14, 2020 |
Financing Arrangements (Details) - Schedule of Financing Arrangement [Line Items] | |||
Revolving Credit Facility | $ 8,050,227 | $ 38,141,451 | |
Term Debt | 4,000,000 | ||
Notes Payable | 608,333 | $ 1,111,000 | |
Total | 12,050,227 | 38,749,784 | |
Less: Current portion | 8,050,227 | 38,749,784 | |
Total | $ 4,000,000 |
Related Party Transactions (D_2
Related Party Transactions (Details) - Schedule of Related Party Transactions - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 | |
Related Party Transaction [Line Items] | |||
Due to related parties, gross | $ 13,551,310 | $ 699,276 | |
Less: current portion | (4,801,310) | (301,308) | |
Due to related parties | 8,750,000 | 397,968 | |
Due to FTS [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties, gross | [1] | 801,310 | 602,618 |
Due to ULHK [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties, gross | [2] | 12,750,000 | |
Due to Employee One [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties, gross | [3] | 30,000 | |
Due to Employee Two [Member] | |||
Related Party Transaction [Line Items] | |||
Due to related parties, gross | [4] | $ 66,658 | |
[1]Two Notes due to Frangipani Trade Services (“FTS”), an entity owned by the Company’s CEO:[2]Due to ULHK, the entity with over 10% investment in the Company.[3]On May 29, 2020, the Company entered into a $90,000 payable with an employee. The payment terms consist of thirty -six -interest-bearing -six -interest-bearing |
Retirement Plan (Details)
Retirement Plan (Details) - Unique Logistics International, Inc. [Member] - USD ($) $ in Thousands | 12 Months Ended | |
May 31, 2023 | Dec. 31, 2022 | |
Retirement Plan (Details) [Line Items] | ||
Retirment plan description | In one of which the Company has the discretionary option of matching employee contributions and in the other the Company matches 20% on the first 100% contribution. In either Plan, employees can contribute 1% to 98% of gross salary up to a maximum permitted by law. | |
Recorded expense | $ 10 | $ 50 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - Schedule of Warrant - Warrant [Member] | 12 Months Ended |
May 31, 2022 $ / shares shares | |
Class of Warrant or Right [Line Items] | |
Warrants Outstanding | shares | 1,140,956,904 |
Weighted Average Exercise Price Outstanding | $ / shares | $ 0.002 |
Warrants Exercisable | shares | 1,140,956,904 |
Weighted Average Exercise Price Exercisable | $ / shares | $ 0.002 |
Warrants Cancelled | shares | (1,140,956,904) |
Weighted Average Exercise Price Cancelled | $ / shares | |
Warrants Outstanding | shares | |
Weighted Average Exercise Price Outstanding | $ / shares |
Commitments and Contingencies_3
Commitments and Contingencies (Details) - Schedule of Components of Lease Expense - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Commitments and Contingencies (Details) - Schedule of Components of Lease Expense [Line Items] | ||
Operating lease | $ 1,955,377 | $ 1,717,807 |
Interest on operating lease liabilities | 594,366 | 209,536 |
Total net lease cost | $ 2,540,217 | $ 1,927,343 |
Commitments and Contingencies_4
Commitments and Contingencies (Details) - Schedule of Supplemental Balance Sheet Information - Unique Logistics International, Inc. [Member] - USD ($) | May 31, 2023 | May 31, 2022 |
Operating leases: | ||
Operating lease ROU assets – net | $ 10,269,516 | $ 2,408,098 |
Current operating lease liabilities, included in current liabilities | 2,379,774 | 912,618 |
Noncurrent operating lease liabilities, included in long-term liabilities | 8,212,445 | 1,593,873 |
Total operating lease liabilities | $ 10,592,219 | $ 2,506,491 |
Commitments and Contingencies_5
Commitments and Contingencies (Details) - Schedule of Supplemental Cash Flow and Other Information - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
ROU assets obtained in exchange for lease liabilities: | ||
Operating leases | $ 8,715,190 | $ 1,805 |
Weighted average remaining lease term (in years): | ||
Operating leases | 4 years 4 months 13 days | 3 years 10 months 17 days |
Weighted average discount rate: | ||
Operating leases | 9.06% | 4.02% |
Commitments and Contingencies_6
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments - Unique Logistics International, Inc. [Member] | May 31, 2023 USD ($) |
Commitments and Contingencies (Details) - Schedule of Future Minimum Lease Payments [Line Items] | |
2024 | $ 3,196,539 |
2025 | 2,939,156 |
2026 | 2,594,468 |
2027 | 2,547,323 |
2028 | 1,463,384 |
Thereafter | |
Total lease payments | 12,740,869 |
Less: imputed interest | (2,148,651) |
Total lease obligations | $ 10,592,219 |
Income Tax Provision (Details)
Income Tax Provision (Details) - Schedule of Breakout of Pretax Income Between Foreign and Domestic - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
Domestic | $ 8,944,305 | $ 5,948,852 |
Foreign | 659,246 | |
Total | $ 9,603,551 | $ 5,948,852 |
Income Tax Provision (Details_2
Income Tax Provision (Details) - Schedule of Income Tax Provision - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Current: | ||
Federal | $ 1,475,897 | $ 2,052,526 |
State | 208,481 | 1,041,298 |
Foreign | 519,257 | |
Total current income tax provision | 2,203,635 | 3,093,827 |
Deferred: | ||
Federal | (133,051) | (554,294) |
State | (141,572) | (125,235) |
Foreign | (540,029) | |
Total deferred income tax provision | (814,652) | (679,529) |
Total tax expense | $ 1,388,983 | $ 2,414,298 |
Income Tax Provision (Details_3
Income Tax Provision (Details) - Schedule of Other Noncurrent Liabilities Include Liabilities for Uncertain Tax Provision (UTP) - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Schedule Of Other Noncurrent Liabilities Include Liabilities For Uncertain Tax Provision Utp Abstract | ||
Total UTP balance on June 1 | ||
Total UTP balance on May 31 | 2,582,341 | |
Additions based on tax provisions related to the current year | ||
Additions for tax positions of prior years | 2,582,341 | |
Reductions for tax positions of prior years | ||
Settlements | ||
Reductions due to lapse of applicable statute of limitations |
Income Tax Provision (Details_4
Income Tax Provision (Details) - Schedule of Deferred Tax Assets (Liabilities) - Unique Logistics International, Inc. [Member] - USD ($) | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Income Tax Provision (Details) - Schedule of Deferred Tax Assets (Liabilities) [Line Items] | ||
Allowance for doubtful accounts | $ 437,493 | $ 733,139 |
Consulting contract liability | 230,263 | |
Acquisition Costs | 397,567 | |
Interest Expense (163j Limitation) | 259,984 | |
Lease liability | 2,507,442 | 659,460 |
Other | 562,228 | 238,006 |
Total deferred tax assets | 4,164,713 | 1,860,868 |
Deferred Tax Liabilities | ||
Operating lease right-of-use assets | (2,414,333) | (631,173) |
Dividends received | (3,480,143) | |
Accrued withholding tax | (714,945) | |
Goodwill and intangibles | (1,921,833) | (256,533) |
Fixed assets | (38,902) | (30,414) |
Net deferred tax asset (liability) | $ (4,405,442) | $ 942,748 |
Income Tax Provision (Details_5
Income Tax Provision (Details) - Schedule of Reconciliation of the Federal Income Tax Rate - Unique Logistics International, Inc. [Member] | 12 Months Ended | |
May 31, 2023 | May 31, 2022 | |
Investments, Owned, Federal Income Tax Note [Line Items] | ||
US Federal statutory rate (%) | 21% | 21% |
State income tax, net of federal benefit | (0.50%) | 16.40% |
Impact of debt exchange | (2.50%) | 18.90% |
PPP loan forgiveness | (1.30%) | |
Foreign income taxes and adjustments | 1.50% | |
FDII deduction | (4.00%) | (10.10%) |
Withholding taxes | 1.10% | |
Other | (2.10%) | (4.30%) |
Income tax provision | 14.50% | 40.60% |