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February 1, 2024
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
Amendment No. 1 to Form 8-K filed May 5, 2023
Response dated January 22, 2024
File No. 000-50612
Dear Eli Kay:
            We have reviewed your January 22, 2024 response to our comment letter and have the
following comments.
            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. Unless
we note otherwise, any references to prior comments are to comments in our January 5,
2024 letter.
Form 10-K for Fiscal Year Ended May 31, 2023
Financial Statements
Notes to Consolidated Financial Statements
2. Acquisitions and Equity Method Investments, page F-16
1.We note from your response to prior comment 2 that “ULHK is an entirely separate legal
entity with an unrelated ownership structure.” However, it remains unclear to us whether
certain shareholders hold significant equity interest in both Unique Logistics International,
Inc. (“the Registrant”) and the ULHK entities that were acquired. Please provide us with a
comprehensive analysis of common ownership interests in the Registrant and the ULHK
entities held by significant shareholders, demonstrating and supporting your conclusion
that the acquisition of the ULHK entities are not transactions between entities under
common control. In this regard, please provide us with a tabular presentation depicting the

 FirstName LastNameEli Kay
 Comapany NameUnique Logistics International, Inc.
 February 1, 2024 Page 2
 FirstName LastName
Eli Kay
Unique Logistics International, Inc.
February 1, 2024
Page 2
ownership structure and related ownership percentages of significant shareholders in the
Registrant and each ULHK entity acquired on February 21, 2023, as identified on page F-
16. The table should include the requested ownership percentages of significant
shareholders before and after the “ULHK Entities Acquisition.”
Amendment No. 1 to Form 8-K Filed on May 5, 2023
Item 9.01. Financial Statements and Exhibits
2.We have considered your response to prior comment 6. We defer our evaluation of your
response relating to compliant audit reports and required financial statements of the
ULHK entities until you can address those items in their entirety. Regarding
your response included in the second bullet point, we note that reconciliations to U.S.
GAAP appear required for the following entities: Shenzhen Unique Logistics International
Limited, TGF Unique Limited and Unique Logistics International Co., Ltd (Taiwan).
Please review the following exhibits: 99.5, 99.14, 99.7, 99.16, 99.25, 99.15, and clarify for
us why reconciliations to U.S. GAAP are not provided, or provide the reconciliations as
warranted.
            Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at 202-551-3388 if you
have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation