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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) August 1, 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, as amended, between the Company and the Seller, 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.
As
part of the consideration for the Purchased Shares, the Company issued a promissory note (the “Singapore Note”) in
the principal amount of $1,800,000 to the Seller. The principal amount under the Singapore Note is due in full on August
1, 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
Singapore 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 Singapore Note, and such description is qualified in its entirety
by reference to the full text of the Singapore 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:
August 7, 2024 |
By: |
/s/
Sunandan Ray |
| |
Name: |
Sunandan
Ray |
| |
Title: |
Chief
Executive Officer |
Exhibit
10.1
PROMISSORY
NOTE
| August
1, 2024 |
|
US$1,800,000 |
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 One Million Eight Hundred
Thousand Dollars (US$1,800,000) (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 to be 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”), pursuant to which
the Maker has 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 therein.
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 date of Closing (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 date hereof. 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 August 1, 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]
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