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United States securities and exchange commission logo
November 9, 2023
Eli Kay
Chief Financial Officer
Unique Logistics International, Inc.
154-09 146th Ave.
Jamaica, NY 11434
Re:Unique Logistics International, Inc.
Form 10-K for Fiscal Year Ended May 31, 2023
File No. 000-50612
Dear Eli Kay:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment(s).
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for Fiscal Year Ended May 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of operations, page 32
1.Please revise to disclose revenues, cost of freight and other operating expenses attributable
to acquired ULHK Entities included in the income statement during the reporting period.
Expand to discuss the reasons for changes in revenues, cost of freight and other operating
expenses excluding the operations of the acquired entities during the period.
Liquidity and Capital Resources, page 34
2.We note disclosure on page F-24 that Unique Logistics had events of default under its
Term Debt and Revolving Credit Facility that were cured subsequent to May 31, 2023.
Please include a discussion of these events of default and indicate the course of action that
was taken to remedy the deficiencies. Refer to Item 303(b)(1) of Regulation S-K.
3.We note disclosure indicating that $3.8 million and $10.9 million of the purchase price of
the ULHK Entities Acquisition was recorded as goodwill and equity method investments,

 FirstName LastNameEli Kay
 Comapany NameUnique Logistics International, Inc.
 November 9, 2023 Page 2
 FirstName LastName
Eli Kay
Unique Logistics International, Inc.
November 9, 2023
Page 2
respectively. Please reconcile this disclosure with the purchase price allocation disclosure
on page F-19, which shows different amounts for these components of the assets acquired
and revise to include consistent disclosures.
Notes To Consolidated Financial Statements
May 31, 2023
2. Acquisitions and Equity Method Investments, page F-16
4.We note disclosure on page 9 that “the acquisition of the Purchased Shares in each of
Unique Logistics International Co., Ltd (“Unique-Taiwan”) and Unique Logistics
International (Vietnam) Co., Ltd. (“Unique-Vietnam”) is subject to receipt of all required
governmental approvals in Taiwan and Vietnam, respectively, and the Company’s
acquisition of the Purchased Shares in those entities will therefore not officially close until
after such approvals are obtained. (the “ULHK Entities Acquisition”).” It appears you did
not obtain control of these entities as of the acquisition date. As such, please clarify for us
why these entities were included in the acquisition method of accounting for the ULHK
Entities Acquisition on February 21, 2023, and the basis for consolidation of these
entities. Refer to FASB ASC 805-10-25-6, which indicates that the acquisition date is the
date on which the acquirer obtains control of the acquiree and revise your financial
statements and disclosures as appropriate.
5.Please revise to disclose how you obtained control of each of the ULHK entities as
required by ASC 805-10-50-2(d). In addition, please disclose the amount of revenue and
earnings of ULHK entities since the acquisition date included in the consolidated income
statement for the reporting period as required by ASC 805-10-50-2(h)(1).
6.We note you acquired on February 21, 2023, all of Unique Logistics Holdings Limited
share capital in eight operating subsidiaries for purchase consideration of $28,750,000.
Please revise to file most recent fiscal year audited, as well as unaudited for the
subsequent interim period financial statements for each of the businesses acquired for the
required periods or show us how you met the financial statement requirements of Rule 8-
04 of Regulation S-X.

 FirstName LastNameEli Kay
 Comapany NameUnique Logistics International, Inc.
 November 9, 2023 Page 3
 FirstName LastName
Eli Kay
Unique Logistics International, Inc.
November 9, 2023
Page 3
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at 202-551-3388 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation