UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of ~~The~~the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~December 2331, 2024

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

(Exact name of registrant as specified in its charter)

Nevada

000-50612

01-0721929

(State or other jurisdiction

of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

Nevada		000-50612		01-0721929
(State or other jurisdiction of incorporation)		Commission File Number		(IRS Employer Identification No.)

154-09 146th Ave,

154-09 146th Ave., Jamaica, New York		11434
(Address of principal executive offices)		(Zip Code)

Jamaica, NY 11434

~~Registrant’s~~(Address ~~telephone~~of ~~number,~~Principal ~~including~~Executive ~~area code (718~~Offices) ~~978-2000~~

(~~Former name or former address, if changed since last report~~718) 978-2000

~~Check~~Registrant’s ~~the~~telephone ~~appropriate~~number, ~~box~~including ~~below~~area ~~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):~~code

~~☐ Written communications pursuant to Rule 425 under~~ Check the ~~Securities~~appropriate ~~Act~~box ~~(17~~below ~~CFR~~if ~~230.425) ☐ Soliciting material pursuant to Rule 14a-12 under~~ the ~~Exchange~~Form ~~Act (17 CFR 240.14a~~8-~~12)~~K ☐filing ~~Pre-commencement~~is ~~communications~~intended ~~pursuant~~ to ~~Rule~~simultaneously ~~14d-2(b)~~satisfy ~~under~~ the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14d-2(b))~~registrant ~~☐ Pre-commencement communications pursuant to Rule 13e-4©~~ under any of the ~~Exchange~~following ~~Act (17 CFR 240.13e-4©)~~provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class Trading Symbol(s) Name of each exchange on which registered None ~~N/A~~None ~~N/A~~None

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 23.03 ~~Creation~~Material ofModification ato ~~Direct~~Rights ~~Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aSecurity ~~Registrant~~Holders.

OnThe ~~August~~relevant 1,information 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~~Item ~~Logistics International (Sin) Pte Ltd~~5.03 ~~(“Unique Singapore”) pursuant to a Share Sale and Purchase Agreement between the Company and the Seller (the “Purchase Agreement”), as previously reported~~ on ~~the~~this ~~Company’s~~ Current Report on Form 8-K ~~filed on May 3~~, ~~2024.~~regarding ~~Patrick Lee, a director of~~ the ~~Company,~~Certificate ~~is also a director~~ of ~~the~~Amendment ~~Seller and~~ is ~~the~~incorporated ~~Group~~herein ~~Chief Operating Officer of the Seller. Richard Lee, an owner of the Seller, is also an affiliate of the~~by ~~Company through his interests in Great Eagle Freight Limited~~reference.

OnItem 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 Agreement5.03 ~~The~~Amendments ~~principal~~to ~~amount~~Articles ~~under the Note is due in full on October 21, 2026, with interest accruing at an annual rate~~ of ~~15%,~~Incorporation ~~payable~~or ~~semi-annually.~~Bylaws; ~~The~~Changes ~~Company may prepay the principal amount,~~ in ~~whole~~Fiscal ~~or in part, at any time before the maturity date without penalty~~Year. 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~~On 2December 31, 2024, Unique Logistics International, Inc.03 of(the ~~this~~“Company”) ~~Current~~filed ~~Report~~with onthe ~~Form~~Secretary ~~8-K~~of ~~contains~~State ~~only~~of athe ~~brief~~State of ~~description~~Nevada a certificate of amendment to the ~~material~~Certificate ~~terms~~of Designations, Preferences and Rights of its Series D Convertible Preferred Stock, and ~~does~~on ~~not~~January ~~purport~~2, 2025, certificates of amendments to bethe aCertificates ~~complete description~~of Designations of ~~the~~its ~~rights~~Series A and ~~obligations~~Series C Convertible Preferred Stock (collectively, the “Certificates of Designations”), amending (i) Section IV(b)(iii) of the ~~Company~~Certificate ~~under~~of Designations of its Series A Convertible Preferred Stock, (ii) Section 7(a)(ii) of the ~~Note~~Certificate of Designations of its Series C Convertible Preferred Stock, and ~~such~~(iii) ~~description~~Section is7(a)(ii) ~~qualified~~of inthe Certificate of Designations of its ~~entirety~~Series byD ~~reference~~Convertible Preferred Stock (collectively, the “Amendments”), in order to extend the ~~full~~Anti-dilution ~~text~~Termination ofDate (as defined in the Amendments) ~~Note,~~to athe ~~copy~~earlier of ~~which~~(i) isDecember ~~filed~~31, 2025 or (ii) a Qualified Financing (as ~~Exhibit~~defined ~~10.1~~in ~~hereto~~the Certificates of Designations).

~~(d)~~The foregoing description of the Amendments does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendments, which are attached hereto as Exhibits 3.1, 3.2, and 3.3 and are incorporated herein by reference.

Exhibit No.		Exhibit Description
10.1		Promissory Note in the principal amount of $350,000, dated October 21, 2024, in favor of Unique Logistics Holdings Limited.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Item 9.01. Exhibits.

(d) Exhibits

Exhibit No.		Exhibit
3.1		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on January 2, 2025
3.2		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series C Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on January 2, 2025
3.3		Certificate of Amendment of Certificate of Designations, Preferences and Rights of Series D Convertible Preferred Stock of Unique Logistics International, Inc., filed with the Nevada Secretary of State on December 31, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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

	UNIQUE LOGISTICS INTERNATIONAL, INC.
Date: October 23, 2024	By:	/s/ Sunandan Ray
Date: January 3, 2025	By:	/s/ Sunandan Ray
	Name:	Sunandan Ray
		Sunandan Ray
	Title:	Chief Executive Officer
		Chief Executive Officer

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