Item 1.01 Entry into a Material Definitive Agreement.

On February 21, 2023, Unique Logistics International, Inc., a Nevada corporation (the "Company") closed the acquisition (the "Closing") of all of the share capital (the "Purchased Shares") owned by Unique Logistics Holdings Limited, a Hong Kong corporation (the "Seller") in each of the eight (8) subsidiaries listed in the chart below (collectively the "Subsidiaries") pursuant to a Stock Purchase Agreement between the Company and the Seller, dated April 28, 2022 (the "SPA") as previously reported on the Company's Current Report on Form 8-K (the "May 2022 8-K") filed on May 3, 2022 (such transaction being referred to herein as the "Transaction"). In addition to the acquisition of the Subsidiaries, the Company acquired two companies in the Transaction that are owned by two of the Subsidiaries: Shenzhen Unique Logistics International Limited, 70% of which is owned by Unique Logistics International (H.K.) Limited ("Unique-HK"), and Unique Logistics (Shanghai) Co., Ltd. which is owned by ULI (North & East China) Company Limited ("Unique-NEC").

As previously reported on the Company's Current Report on Form 8-K filed on September 19, 2022 (the "September 2022 8-K"), in connection with the Transaction, the Company entered into a separate Share Sale and Purchase Agreement with each of the Subsidiaries as follows: Unique Logistics International (India) Private Limited ("Unique-India"), Unique-NEC, Unique Logistics International Co., Ltd ("Unique-Taiwan"), TGF Unique Limited ("Unique-UK"), Unique-HK, Unique Logistics International (Vietnam) Co., Ltd. ("Unique-Vietnam"), ULI (South China) Limited ("ULI-SC"), Unique Logistics International (South China) Limited ("Unique-South China") (collectively, each, a "Local SPA" and, collectively, the "Local SPAs"). Notwithstanding the foregoing, Unique-Taiwan and Unique Vietnam will officially close upon obtaining the requisite governmental approvals in those jurisdictions ("Governmental Approvals"). The Governmental Approval are a post Closing condition and are expected to be received within the next several months. The payment for Unique-Taiwan and Unique-Vietnam entities is further described below.

Pursuant to the SPA and Local SPAs, the amount and consideration to be paid by the Company at Closing for the Purchased Shares of each Subsidiary were as follows:



                                       Number of shares / equity
          Name of Company                      interest             Consideration
   Unique Logistics International
      (India) Private Limited            850,261 Equity Shares     $     1,000,000
  ULI (North & East China) Company
              Limited                   75,000 Ordinary Shares     $     4,500,000

Unique Logistics International Co.,


                Ltd                     500,000 Ordinary Shares    $     2,000,000
         TGF Unique Limited             99,999 Ordinary Shares     $     2,000,000
   Unique Logistics International
           (H.K.) Limited              1,000,000 Ordinary Shares   $     2,300,000
   Unique Logistics International      65% of the total charter
        (Vietnam) Co., Ltd.                     capital            $     1,000,000
     ULI (South China) Limited           7,000 Ordinary Shares     $     4,000,000
   Unique Logistics International
       (South China) Limited            630,000 Ordinary Shares    $     5,200,000
                                            Total Consideration:   $    22,000,000

On December 17, 2022, the Company and the Seller entered into Amendment No. 1 to Stock Purchase Agreement ("Amendment No. 1") pursuant to which the expiration date of the SPA was extended from December 1, 2022 to February 15, 2023. In addition, pursuant to Amendment No. 1, (a) a reserve of $1,000,000 was established by the Company and the Seller to provide for certain potential undisclosed liabilities relating to certain of the Subsidiaries, and (b) provision was made therein for the formation of a new company in Vietnam to accommodate the transfer of the business, operations and assets of Unique-Vietnam.



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On February 21, 2023, the Company and the Seller entered into Amendment No. 2 to Stock Purchase Agreement ("Amendment No. 2"), pursuant to which the Company and the Seller agreed to restructure the initial purchase price payable by the Company at Closing of the Transaction (the "Initial Purchase Price") under the SPA and to reallocate portions of the Initial Purchase Price payable by the Company for the Purchased Shares of Unique-Vietnam (the "Vietnam Shares") and the Purchased Shares of Unique-South China ("the South China Shares"). The portion of the Initial Purchase Price payable by the Company for the Vietnam Shares, as reflected in the chart above, was reduced from $4,000,000 to $1,000,000, and the portion of the Initial Purchase Price payable by the Company for the South China Shares, as reflected in the chart above, was increased from $2,200,000 to $5,200,000.

In addition to the foregoing, under Amendment No. 2, the Company and the Seller agreed, among other things, to: (a) restructure the form of payment of the Initial Purchase Price due by the Company at Closing; (b) eliminate the requirement of using escrows (under the SPA & Local SPAs); (c) reconfigure the timing of certain deliverables relating to the Company's acquisition of the Purchased Shares of each of Unique-Taiwan and Unique-Vietnam; and (d) add certain negative covenants applicable to the Company, as shareholder of the Subsidiaries, relating to voting on declaration of dividends by the Subsidiaries, which action is prohibited other than for payment of amounts outstanding under certain promissory notes in favor of the Seller (described further below) and subject to the requirement that the Company not be in default . . .

Item 2.01 Completion of Acquisitions or Disposition of Assets.

Reference is hereby made to the Closing referred to in Item 1.01 above, the description of which is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is hereby made to the Promissory Notes and the FTS Promissory Note referred to in Item 1.01 above, the descriptions of which are incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

On February 27, 2023, the Company filed a press release related to the foregoing Closing containing forward looking statements and certain financial information related thereto. The Company's press release is attached as Exhibit 99.1 and is incorporated herein by reference.



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The information included in this Item 7.01 of this Current Report on Form 8-K, including the attached Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of the Company and the Subsidiaries.

Via amendment to this Current Report on Form 8-K, the Company will file financial statements with regard to the Subsidiaries as required under Regulation S-X.

(b) Pro Forma Financial Information.

Via amendment to this Current Report on Form 8-K, the Company will file pro forma financial information as required under Regulation S-X.

(d) Exhibits.



Exhibit No.                           Exhibit Description
   10.1         Amendment No. 1 to Stock Purchase Agreement, dated January 23,
              2023, by and between Unique Logistics International, Inc. and Unique
              Logistics Holdings Limited.
   10.2         Amendment No. 2 to Stock Purchase Agreement dated February 21,
              2023, by and between Unique Logistics International, Inc. and Unique
              Logistics Holdings Limited.
   10.3         Amendment No. 1 to the Share Sale and Purchase Agreement for
              Unique Logistics International (India) Private Limited, dated
              February 21, 2023, by and between Unique Logistics International,
              Inc. and Unique Logistics Holdings Limited.
   10.4         Amendment No. 1 to the Share Sale and Purchase Agreement for ULI
              (North & East China) Company Limited, dated February 21, 2023, by
              and between Unique Logistics International, Inc. and Unique
              Logistics Holdings Limited.
   10.5         Amendment No. 1 to the Share Sale and Purchase Agreement for
              Unique Logistics International Co., Ltd, dated February 21, 2023, by
              and between Unique Logistics International, Inc. and Unique
              Logistics Holdings Limited.
   10.6         Amendment No. 1 to the Share Sale and Purchase Agreement for TGF
              Unique Limited, dated February 21, 2023, by and between Unique
              Logistics International, Inc. and Unique Logistics Holdings
              Limited.
   10.7         Amendment No. 1 to the Share Sale and Purchase Agreement for
              Unique Logistics International (H.K.) Limited, dated February 21,
              2023, by and between Unique Logistics International, Inc. and Unique
              Logistics Holdings Limited.
   10.8         Amendment No. 1 to the Share Sale and Purchase Agreement for
              Unique Logistics International (Vietnam) Co., Ltd., dated February
              21, 2023, by and between Unique Logistics International, Inc. and
              Unique Logistics Holdings Limited.
   10.9         Amendment No. 1 to the Share Sale and Purchase Agreement for
              Unique Logistics International (South China) Limited, dated February
              21, 2023, by and between Unique Logistics International, Inc. and
              Unique Logistics Holdings Limited.
   10.10        Amendment No. 1 to the Share Sale and Purchase Agreement for ULI
              (South China) Limited, dated February 21, 2023, by and between
              Unique Logistics International, Inc. and Unique Logistics Holdings
              Limited.
   10.11        Promissory Note in the principal amount of $1,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.12        Promissory Note in the principal amount of $4,500,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited  .
   10.13        Promissory Note in the principal amount of $5,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.14        Promissory Note in the principal amount of $5,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.15        Promissory Note in the principal amount of $2,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.16        Promissory Note in the principal amount of $1,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.17        Promissory Note in the principal amount of $2,500,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.18        Promissory Note in the principal amount of $2,000,000, dated
              February 21, 2023, in favor of Unique Logistics Holdings Limited.
   10.19        Stock Purchase Agreement, dated February 21, 2023, by and between
              Unique Logistics International, Inc. and Frangipani Trade Services,
              Inc.
   10.20        Promissory Note in the principal amount of $500,000, dated
              February 21, 2023, in favor of Frangipani Trade Services, Inc.
   10.21        Shareholders Agreement for ULI (South China) Company Limited
   10.22        Shareholders Agreement for TGF Unique Limited
   10.23        Share Purchase and Asset Transfer Agreement for ULI (North and
              East China) Company Limited and Supplement
   99.1         Press Release dated February 27, 2023
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)



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