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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)
| Nevada |
|
000-50612 |
|
01-0721929 |
(State
or other jurisdiction
of
incorporation) |
|
Commission
File
Number |
|
(IRS
Employer
Identification
No.) |
| 154-09
146th Ave., Jamaica,
New York |
|
11434 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
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):
| ☐ |
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© under the Exchange Act (17 CFR 240.13e-4©) |
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 |
|
N/A |
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.
| |
UNIQUE
LOGISTICS INTERNATIONAL, INC. |
| |
|
|
| Date:
October 23, 2024 |
By: |
/s/
Sunandan Ray |
| |
Name: |
Sunandan
Ray |
| |
Title: |
Chief
Executive Officer |
Exhibit 10.1
PROMISSORY
NOTE
| October
__, 2024 |
|
US$350,000 |
FOR
VALUE RECEIVED, Unique Logistics International, Inc., a Nevada corporation (the “Maker”), hereby promises
to pay to the order of Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”), or its successors, assigns
or other subsequent noteholder, as the case may be (the “Noteholder”), the principal amount of Three Hundred and Fifty
Thousand Dollars (US$350,000) (the “Principal Amount”), as provided herein (as the same may be amended, restated,
supplemented, or otherwise modified from time to time in accordance with the terms hereof, the “Note”).
Each
of the Maker and the Noteholder may be referred to herein as a “Party” and, collectively, as the “Parties.”
This
Note is being issued by the Maker as part of the consideration being paid to ULHL under a certain Stock Purchase Agreement, dated as
of the 29th of April, 2024, by and between the Maker and ULHL (the “Purchase Agreement”), as amended, pursuant
to which the Maker agreed to purchase from ULHL all of the shares of capital stock owned by ULHL (the “Purchased Shares”)
in Unique Logistics International (Sin) Pte. Ltd. (“Unique Singapore”). Pursuant to the terms and subject to the conditions
set forth in the Purchase Agreement, , the Maker originally agreed to pay Three Hundred and Fifty Thousand Dollars ($350,000) in cash
(the “Cash Payment”); however, by mutual agreement among the parties, this Note is being issued in lieu of the Cash
Payment that would otherwise be due to the Noteholder under the Purchase Agreement and extinguishes the requirement that the Cash Payment
or any other cash be paid by Maker to the Noteholder thereunder. It is expressly understood that delivery of this Note, together with
that certain promissory note, dated August 1, 2024, (the “Closing Date”) in the principal amount of $1,800,000, constitutes
all of the consideration owed to the Noteholder by the Maker under the Purchase Agreement.
Capitalized
terms used herein but not otherwise defined, if any, shall have the respective meanings attributed to them in the Purchase Agreement.
1.
Payment Due Date; Optional Prepayment.
1.1
Payment of Principal Amount; Maturity Date. The Principal Amount outstanding under this Note shall become due and payable in full
twenty-four months from the Closing Date (the “Maturity Date”).
1.2
Optional Prepayment. The Maker, in its sole discretion, may prepay the Principal Amount in whole or in part at any time or from
time to time prior to the Maturity Date without penalty or premium.
1.3
No Dividends by Unique Singapore; Exception. From the date hereof, for so long as any of the Principal Amount or Interest hereunder
remains outstanding, the Maker agrees, as a shareholder of Unique Singapore, that it will not vote in favor of or cause there to be declared
any dividend in or by Unique Singapore, other than dividends payable to the Maker, as the Buyer under the Purchase Agreement, to be used
for repayment of amounts due to ULHL under this Note or any other note issued or issuable by the Maker in favor of ULHL under the Purchase
Agreement.
2.
Interest.
2.1
Interest. The Principal Amount outstanding hereunder shall bear interest at the rate of fifteen percent (15%) per annum (the “Interest
Rate”) semi-annually from the date hereof until such time as the Principal Amount is paid in full (the “Interest”).
Any Interest shall be payable every six months commencing from the Closing Date. Interest shall not accrue on the date on which payment
of the Principal Amount and accrued Interest is paid. Notwithstanding the foregoing, in the event that the Maker is not in compliance
with Section 12.11 of the TBK Facility (defined below), such interest shall be paid by one of the Maker’s foreign subsidiaries
and not by the Maker or a US affiliate of Maker.
2.2
Computation of Interest. All computations of Interest shall be made on the basis of a 365-day year based on the actual number
of days elapsed.
2.3
Limitation on Rate; Savings Clause. If at any time, and for any reason whatsoever, the Interest Rate exceeds the maximum rate
of interest permitted to be charged under applicable law, such rate shall be automatically reduced to the maximum rate permitted to be
charged under applicable law.
3.
Payment Mechanics.
3.1
Manner of Payment. All payments hereunder shall be made in lawful currency of the United States of America on the date on which
such payment is due, by cashier’s check, certified check, or by wire transfer of immediately available funds to the Noteholder’s
account at such bank as may be specified by the Noteholder in writing to the Maker from time to time.
3.2
Application of Payments. All payments made hereunder shall be applied first to the payment of any fees or charges outstanding
hereunder, second to accrued Interest, if any, and third to the payment of the Principal Amount outstanding under the Note.
3.3
Business Day Convention. Payment hereunder shall be due on a business day, meaning a day other than Saturday, Sunday, or other
day on which commercial banks in New York, New York are authorized or required by law to close (each such day, a “Business Day”).
Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding
Business Day and such extension will be taken into account in calculating any Interest payable under this Note.
4.
Representations and Warranties. The Maker hereby represents and warrants to the Noteholder
on the date hereof as follows:
4.1
Existence. The Maker is a corporation duly incorporated, validly existing and in good standing under the laws of the State of
Nevada.
4.2
Power and Authority. The Maker has the requisite power and authority, and the legal right, to execute and deliver this Note and
to perform its obligations hereunder.
4.3
Authorization; Execution and Delivery. The execution and delivery of this Note by the Maker and the performance of its obligations
hereunder have been duly authorized by all necessary corporate action in accordance with all applicable laws. The Maker has duly executed
and delivered this Note.
4.4
No Violations. The execution and delivery of this Note and the consummation by the Maker of the transactions contemplated hereby
do not and will not, to the knowledge of the Maker: (a) violate any law applicable to the Maker or by which any of its properties or
assets are bound; or (b) constitute a material default under any material agreement or contract by which the Maker is bound.
4.5
Enforceability. The Note is the valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance
with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar
laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought
by proceedings in equity or at law).
5.
Events of Default. The occurrence and continuance of any of the following events
shall constitute an Event of Default hereunder:
5.1
Failure to Pay. The Maker fails to pay:
(a)
the Principal Amount or Interest when due; and
(b)
such failure continues without cure for seven (7) days after written notice thereof to the Maker.
5.2
Bankruptcy.
(a)
The Maker commences any case, proceeding, or other action (i) under any existing or future law relating to bankruptcy, insolvency, reorganization,
or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or
insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition, or other relief with
respect to it or its debts, or (ii) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for
it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors;
(b)
There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 5.2(a) which (i) results
in the entry of an order for relief or any such adjudication or appointment or (ii) remains undismissed, undischarged, or unbonded for
a period of sixty (60) days;
(c)
There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or
similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has
not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof;
(d)
the Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth
in Section 5.2(a), Section 5.2(b), or Section 5.2(c); or
(e)
The Maker is generally not, or is unable to, or admits in writing its inability to, pay its debts as they become due.
5.3
Subordination. The obligations of Maker hereunder shall be subordinate in all respects to: (a) that certain Revolving Purchase,
Loan and Security Agreement, dated as of June 1, 2021, as amended, supplemented or restated from time to time, between the Maker, certain
of its affiliates and TBK Bank SSB (the “TBK Facility”); and (b) that certain Financing Agreement, dated as of March
10, 2023, as amended, supplemented or restated from time to time,, among Maker, certain subsidiaries of Maker, the lenders party thereto
from time to time, CB Agent Services LLC, as origination agent, and Alter Domus (US) LLC, as administrative agent and collateral agent
(together with the TBK Facility, collectively, the “Facilities”). For so long as this Note is outstanding the Maker
shall not directly or indirectly grant any security interest in any of its businesses or assets other than those granted in connection
with the foregoing Facilities.
5.4
Remedies. Subject to the provisions of Section 5.3, upon the occurrence of an Event
of Default and at any time thereafter during the continuance of such Event of Default, the Noteholder may at its option, by written notice
to the Maker provided within ten (10) Business Days of the Noteholder’s discovery of the subject Event of Default: (a) declare
any Principal Amount outstanding under this Note to become immediately due and payable, and (b) exercise any or all of its rights, powers,
or remedies under applicable law or this Note; provided, however, that if an Event of Default described in Section 5.2 shall occur,
the Principal Amount and any accrued Interest shall become immediately due and payable without any notice, declaration, or other act
on the part of the Noteholder. If an Event of Default hereunder occurs, Maker agrees to pay all of Noteholder’s reasonable costs
and expenses incurred in connection with collection with amounts then due, including, without limitation, reasonable and documented attorney’s
fees and expenses incurred by the Noteholder as a result of the occurrence of such Event of Default. This Note is unsecured and without
recourse other than as specifically set forth herein.
6.
Miscellaneous.
6.1
Notices. Any notice, request or other communication to be given or made under this Note to the Maker or the Noteholder shall be
in writing. Such notice, request or other communication shall be deemed to have been duly given or made when it shall be delivered by
hand, national or international courier (confirmed by email), or email or other electronic or digital means (with a hard copy delivered
within two (2) Business Days) to the Party to which it is required or permitted to be given or made at such Party’s address as
such Party shall have designated by notice to the Party giving or making such notice, request or other communication, it being understood
that the failure to deliver a copy of any notice, request or other communication to a Party to whom copies are to be sent shall not affect
the validity of any such notice, request or other communication or constitute a breach of this Note.
6.2
Expenses. The Maker shall reimburse the Noteholder on demand for all reasonable and documented out-of-pocket costs, expenses,
and fees (including reasonable attorneys’ fees) actually incurred by the Noteholder in connection with the Noteholder’s collection
of amounts due hereunder or enforcement of any of the Noteholder’s rights hereunder.
6.3
Governing Law. This Note and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based
upon, arising out of, or relating to this Note and the transactions contemplated hereby, shall be governed by the laws of the State of
New York, without regard to any conflict of law provisions thereof.
6.4
Submission to Jurisdiction.
(a)
The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to
this Note may be brought in the courts of any county or borough of New York City in the State of New York or in any federal court sitting
therein, and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against
the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment.
(b)
Nothing in this Section 6.4 shall affect the right of the Noteholder to (i) commence legal proceedings or otherwise sue the Maker in
any other court having jurisdiction over the Maker, or (ii) serve process upon the Maker in any manner authorized by the laws of any
such jurisdiction.
6.5
Venue. THE MAKER IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE IN ANY COURT
REFERRED TO IN SECTION 7.4 AND THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.
6.6
Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY
HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE OR THE TRANSACTIONS CONTEMPLATED HEREBY
WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY.
6.7
Successors and Assigns. This Note may not be assigned, transferred, or negotiated by the Noteholder to any person or entity, at
any time, without the prior written notice to and consent of the Maker. This Note shall inure to the benefit of and be binding upon the
Parties and their permitted successors and assigns.
6.8
Headings. The headings of the various sections and subsections herein are for reference only and shall not define, modify, expand,
or limit any of the terms or provisions hereof.
6.9
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of the Noteholder, of any right,
remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy,
power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges
provided by law.
6.10
Automatic Cancellation. After the Principal Amount and accrued Interest under this Note have been paid in full, this Note shall
automatically be deemed canceled, shall be surrendered to the Maker for cancellation, and shall not be re-issued.
IN
WITNESS WHEREOF, the Maker has executed this Note as of October __, 2024.
| |
UNIQUE
LOGISTICS INTERNATIONAL, INC. |
| |
|
| |
By:
|
|
| |
|
Sunandan
Ray, Chief Executive Officer |
| Agreed
to and accepted by: |
|
| |
|
| UNIQUE
LOGISTICS HOLDINGS LIMITED |
|
| |
|
|
| By:
|
|
|
| |
Richard
Lee Chi Tak, Chief Executive Officer |
|
[Signature
Page to Unique Singapore Promissory Note II]
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Unique Logistics (PK) (USOTC:UNQL)
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