Item 1.01 Entry into a Material Definitive Agreement.

As previously reported on a Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 3, 2022, on April 28, 2022, Unique Logistics International, Inc. (the "Company") entered into a stock purchase agreement (the "Purchase Agreement"), by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the "Seller"), whereby the Company acquired from the Seller all of Seller's share capital (the "Purchased Shares") in eight (8) of Seller's subsidiaries (collectively the "Subsidiaries") as listed in Schedule I of the Purchase Agreement.

On September 13, 2022, the Company entered into separate share sale and purchase agreements with several of the Subsidiaries, including Unique Logistics International (India) Private Limited, ULI (North & East China) Company Limited, Unique Logistics International Co., Ltd, TGF Unique Limited, Unique Logistics International (H.K.) Limited, Unique Logistics International (Vietnam) Co., Ltd., ULI (South China) Limited, Unique Logistics International (South China) Limited (collectively, the "Local Purchase Agreements"), in connection with the Purchase Agreement. At closing, the Company will acquire the Purchased Shares of each Subsidiary in accordance with the following:




                                                                           Percentage
                                                                            Ownership
        Name of Company            Number of shares / equity interest       Acquired

Unique Logistics International


    (India) Private Limited              850,261 Equity Shares                         65 %

ULI (North & East China) Company


            Limited                      75,000 Ordinary Shares                        50 %

Unique Logistics International


            Co., Ltd                    500,000 Ordinary Shares                        50 %
       TGF Unique Limited                99,999 Ordinary Shares                     49.99 %

Unique Logistics International


         (H.K.) Limited                1,000,000 Ordinary Shares                      100 %

Unique Logistics International


      (Vietnam) Co., Ltd.           65% of the total charter capital                   65 %
   ULI (South China) Limited             7,000 Ordinary Shares                         70 %

Unique Logistics International


     (South China) Limited              630,000 Ordinary Shares                        70 %

The aggregate consideration for the Purchased Shares pursuant to the Local Purchase Agreements is $22,000,000 (the "Purchase Price").

Pursuant to the Local Purchase Agreements, the Company and the Seller agreed that all fixed and ad valorem stamp duty payable in respect of the transfer of the Purchased Shares shall be borne by the Company and the Seller in equal shares, and the Seller agreed to deliver a check on account of the Purchased Shares of the Hong Kong stamp duty upon closing, subject to any difference between the adjudged payable stamp duty amount and the amount agreed in each of the Local Purchase Agreement.

The Local Purchase Agreements contain customary representations, warranties, covenants, and other terms for transactions of a similar nature. The closing of the transaction contemplated by the Purchase Agreement is subject to various conditions described herein and set forth in the Purchase Agreement.

The transactions contemplated by the Local Purchase Agreements shall be contingent upon and subject to successful completion of the Company's Financing as defined in the Purchase Agreement.

The Purchase Agreement, including the exhibits thereto and related agreements, filed with the Company's Form 8-K dated April 28, 2022 which was filed on May 3, 2022 (the "May 2022 8-K") as Exhibits 10.1 are incorporated herein by reference.

Item 1.01 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 parties to the Local Purchase Agreements, and such description is qualified in its entirety by reference to the May 2022 8-K, the full text of the Exhibits filed therewith, and the full text of the Local Purchase Agreements, copies of which are filed as Exhibits 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, 10.8, and 10.9 to this Current Report on Form 8-K and is incorporated herein by reference.





Item 9.01. Exhibits.



(d) Exhibits



Exhibit No.   Exhibit
10.1            Stock Purchase Agreement, dated April 28, 2022, by and between
              Unique Logistics International, Inc. and Unique Logistics Holdings
              Limited (Incorporated by reference to Exhibit 10.1 to the
              Registrant's Current Report on Form 8-K filed on May 3, 2022).
10.2*           Share Sale and Purchase Agreement (Unique Logistics International
              (India) Private Limited), dated September 13, 2022, by and between
              Unique Logistics International, Inc. and Unique Logistics Holdings
              Limited.
10.3*           Share Sale and Purchase Agreement (ULI (North & East China)
              Company Limited), dated September 13, 2022, by and between Unique
              Logistics International, Inc. and Unique Logistics Holdings
              Limited  .
10.4*           Share Sale and Purchase Agreement (Unique Logistics International
              Co., Ltd), dated September 13, 2022, by and between Unique Logistics
              International, Inc. and Unique Logistics Holdings Limited.
10.5*           Share Sale and Purchase Agreement (TGF Unique Limited), dated
              September 13, 2022, by and between Unique Logistics International,
              Inc. and Unique Logistics Holdings Limited.
10.6*           Share Sale and Purchase Agreement (Unique Logistics International
              (H.K.) Limited), dated September 13, 2022, by and between Unique
              Logistics International, Inc. and Unique Logistics Holdings
              Limited.
10.7*           Share Sale and Purchase Agreement (Unique Logistics International
              (Vietnam) Co., Ltd.), dated September 13, 2022, by and between
              Unique Logistics International, Inc. and Unique Logistics Holdings
              Limited  .
10.8*           Share Sale and Purchase Agreement (Unique Logistics International
              (ULI (South China) Limited), dated September 13, 2022, by and
              between Unique Logistics International, Inc. and Unique Logistics
              Holdings Limited.
10.9*           Share Sale and Purchase Agreement (Unique Logistics International
              (Unique Logistics International (South China) Limited), dated
              September 13, 2022, by and between Unique Logistics International,
              Inc. and Unique Logistics Holdings Limited.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

              *Certain schedules have been omitted pursuant to Item 601(a)(5)
              of Regulation S-K. The registrant agrees to furnish supplementally a
              copy of any such omitted schedule to the Securities and Exchange
              Commission upon its request.

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