UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) October 23, 2024

UNIQUE LOGISTICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code (718) 978-2000

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

On August 1, 2024, Unique Logistics International, Inc., a Nevada corporation (the “Company”), closed the acquisition of all of the share capital (the “Purchased Shares”) owned by Unique Logistics Holdings Limited, a Hong Kong corporation (the “Seller”), in Unique Logistics International (Sin) Pte Ltd. (“Unique Singapore”) pursuant to a Share Sale and Purchase Agreement between the Company and the Seller (the “Purchase Agreement”), as previously reported on the Company’s Current Report on Form 8-K filed on May 3, 2024. Patrick Lee, a director of the Company, is also a director of the Seller and is the Group Chief Operating Officer of the Seller. Richard Lee, an owner of the Seller, is also an affiliate of the Company through his interests in Great Eagle Freight Limited.

On October 21, 2024, as part of the consideration for the Purchased Shares, the Company, by mutual agreement with the Seller, issued a promissory note (the “Note”) in the principal amount of $350,000 in lieu of the cash payment originally contemplated under the Purchase Agreement. The principal amount under the Note is due in full on October 21, 2026, with interest accruing at an annual rate of 15%, payable semi-annually. The Company may prepay the principal amount, in whole or in part, at any time before the maturity date without penalty. Additionally, the Company has agreed not to permit Unique Singapore to declare dividends on its shares of common stock unless the Company uses such dividends to repay amounts due to the Seller under the Note.

Item 2.03 of this Current Report on Form 8-K contains only a brief description of the material terms of and does not purport to be a complete description of the rights and obligations of the Company under the Note, and such description is qualified in its entirety by reference to the full text of the Note, a copy of which is filed as Exhibit 10.1 hereto.

(d) Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.