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Unique
Logistics International, Inc.

154-09
146th Ave.

Jamaica,
NY 11434

December
7, 2023

Jennifer
O’Brien

U.S.
Securities & Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Unique Logistics
    International, Inc.

    Form 10-K for Fiscal
    Year Ended May 31, 2023

    File No. 000-50612

Dear
Ms. O’Brien:

By
letter dated November 9, 2023, the staff (the “Staff,” “you” or “your”) of the
U.S. Securities & Exchange Commission (the “Commission”) provided Unique Logistics International, Inc. (the “Company,”
“we,” “us” or “our”) with its comments to the Company’s Form 10-K fiscal
year ended May 31, 2023. We are in receipt of your letter and set forth below are the Company’s responses to the Staff’s
comments. For your convenience, the comments are listed below, followed by the Company’s responses. Capitalized terms that are
not defined herein have the meanings assigned to them in the Company’s Form 10-K for Fiscal Year Ended May 31, 2023 (the “Form
10-K”).

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.

Response:
The Company proposes that its results of operations discussion in any future periodic reports that it files under the Securities Exchange
Act of 1934, as amended, for periods in which the acquisition of the ULHK Entities had a material impact on its results of operations
compared to the prior applicable period(s), follow the enhanced format set forth in the appendix to this letter, which reflects a revised
results of operations discussion of the Company for the three months ended August 31, 2023 compared to the three months ended August
31, 2022 and the year ended May 31, 2023 compared to the year ended May 31, 2022. Note that the discussion set forth in the appendix
will be included in Amendment No. 2 to the Form S-4 to be filed with the SEC by Edify Acquisition Corp. (Registration No. 333-272560).

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.

Response:

The
Company acknowledges the Staff’s comment but does not believe that disclosure is warranted as it does not believe that the referenced
defaults were material, and it has obtained waivers of the defaults from both lenders, TBK Bank and Colbeck Edify Holdings, LLC, for
the year ended May 31, 2023 and was in compliance with the terms of the TBK Facility and the Debt Facility as of August 31, 2023. The
agreements governing both loans have negative covenants, including financial ratios. As of May 31, 2023, the Company was not in compliance
with some of the financial ratios, resulting in default.

With
respect to the main TBK Facility, the Company was not in compliance with the debt coverage ratio at May 31, 2023, because at the time
of the ULHK Entities Acquisition, the Company issued $25.3 million of debt, of which $23.8 million was classified as current liabilities
and $1.5 million as noncurrent liabilities (promissory notes issued to ULHK). Per agreement with ULHK, the promissory notes were subject
to purchase adjustments and potential restructuring to long term. The agreement governing the TBK Facility requires the Company’s
debt coverage ratio to be at or above a certain level with current debt being the primary driver. During the quarter ended August 31,
2023, the Company paid off $4.5 million of the short-term debt with cash, resulting in a reduction of current debt from $4.8 million
to $0.3 million and, as of August 31, 2023, the Company was in full compliance with requirements of the TBK Facility.

With
respect to the Debt Facility, the Company was in violation of the EBITDA leverage ratio (Trailing 12 months EBITDA over total debt) set
forth in the Financing Agreement as of May 31, 2023. The primary reason was due to the definition of trailing 12 months EBITDA in the
Financing Agreement, specifically, that it excluded proforma earnings from the ULHK Entities while the debt incurred to finance their
acquisition was included. This was remediated by signing a first amendment to the Financing Agreement, dated September 13, 2023, removing
that exclusion and allowing the Company to subsequently meet the required EBITDA leverage ratio requirement.

    2

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, 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.

Response:

The
total amount of goodwill that the Company recognized in the ULHK Entities Acquisition was $9,478,477, $5,492,152 of which was attributed
to the equity investments, which the Company posted as part of equity investments and disclosed it as goodwill attributed
to the equity investments. At May 31, 2023, the Company reclassed the $5,492,152 of goodwill from equity investment to goodwill to be
consistent in its year end presentation.

    Initial Purchase price allocation
    Reclassification
    Updated Purchase price allocation

    2/21/2023
    AJE 1
    5/31/2023

    Goodwill
    $ 3,986,325
    $ 5,492,152
    $ 9,478,477

    Equity Investment
      10,861,111
      (5,492,152 )
      5,368,959

    $ 14,847,436
    $ -
    $ 14,847,436

AJE
1: Reclassification of Equity investment goodwill to Goodwill to conform to the year end presentation

Notes
To Consolidated Financial Statements May 31, 2023

Note 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.

Response:

Per
ASC 805-10-25-7, “The date on which the acquirer obtains control of the acquiree generally is the date on which the acquirer legally
transfers the consideration, acquires the assets, and assumes the liabilities of the acquiree — the closing date. However, the
acquirer might obtain control on a date that is either earlier or later than the closing date. For example, the acquisition date precedes
the closing date if a written agreement provides that the acquirer obtains control of the acquiree on a date before the closing
date. An acquirer shall consider all pertinent facts and circumstances in identifying the acquisition date.”

    3

Pursuant
to the Stock Purchase Agreement between the Company
and ULHK, dated as of April 28, 2022, and amendments thereto dated as of December 17, 2022 and February 21, 2023 and separate Share Sale
and Purchase Agreements dated September 13, 2022, as amended pursuant to amendments thereto dated as of February 21, 2023, with each
of ULHK Entities (collectively, the “SPA”), ownership in Unique-Vietnam will officially transfer to the acquirer, that is,
the Company, from ULHK following approval of the transfer by the applicable government authority. Prior to such time, ULHK will
hold any dividends or other distributions on the Purchased Shares in Unique-Vietnam for the benefit of the Company and promptly pay
such amounts to the Company, and consistent with the parties’ understanding on this point, ULHK is holding the Purchased Shares
in Unique-Vietnam for the benefit of the Company. Further, consistent with ULHK’s and the Company’s intension with respect
to the transaction, since the closing of the ULHK Entities Acquisition on February 21, 2023, the Company has had full control of Unique-Vietnam:
Company personnel are operating Unique-Vietnam, making all business and operating decisions on a day-to-day basis, and the Company’s
designees serve on the board of directors of Unique-Vietnam as ULHK’s board designees. In addition, all votes that ULHK casts as
the majority (65%) shareholder and any major decisions being made with respect to Unique-Vietnam are taken only under the Company’s
direction, and the Company has been funding Unique-Vietnam’s day-to-day operations. This makes Unique-Vietnam a variable interest
entity (“VIE”) of the Company. As the risk of loss with respect to Unique-Vietnam fully resides with the Company during this
interim period, the Company believes that it was appropriate to consolidate this subsidiary and will continue to provide appropriate
disclosures related to the timing of the required government approvals in its periodic reports filed pursuant to the Securities Exchange
Act of 1934, as amended.

According
to the SPA, ownership in Unique-Taiwan will officially transfer to the acquirer, that is, the Company, from ULHK following approval
of the transfer by the applicable government authority. Meanwhile, ULHK will hold any dividends or other distributions on the
Purchased Shares in Unique-Taiwan for the benefit of the Company and promptly pay such amounts to the Company. Under the terms
of the SPA, the Company will not have control of Unique-Taiwan prior to the receipt of such approvals, as Unique-Taiwan will be managed
by the 50% local shareholder, including dividend declaration, directing operations, and funding Unique-Taiwan’s operations, and
the Company will not have a majority of the risk of loss with respect to Unique-Taiwan during this interim period. As the risk of loss
with respect to Unique-Taiwan does not reside with the Company during this interim period, Unique-Taiwan is not a VIE of the Company
and, as a result, the Company will not consolidate this subsidiary for the year ended May 31, 2023, but, rather, will account for it
as an equity investment. As disclosed in the Form 10-K, the Company received the required government approvals on June 1, 2023. The
Company closed on its acquisition of the Purchased Shares in Unique-Taiwan on October 31, 2023.

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).

    4

Response:
The below chart sets forth each of the subsidiaries that the Company acquired with the language following explaining how the Company
obtained control.

    Name
    of acquired operating subsidiary

    Purchased
    Percentage

    Designation

    Unique
    Logistics International (H.K.) Limited

    100%

    Consolidated
    subsidiary

    Unique
    Logistics International (Vietnam) Co., Ltd.

    65%

    Consolidated
    subsidiary

    ULI
    (South China) Limited

    70%

    Consolidated
    subsidiary

    Unique
    Logistics International (South China) Limited

    70%

    Consolidated
    subsidiary

    Unique
    Logistics International (India) Private Ltd.

    65%

    Consolidated
    subsidiary

    ULI
    (North & East China) Company Limited

    50%

    Equity-method
    investment

    Unique
    Logistics International Co., Ltd

    50%

    Equity-method
    investment

    TGF
    Unique Limited

    49.99%

    Equity-method
    investment

We
applied two primary consolidation models: (1) the voting interest entity model and (2) the VIE model. Under the voting interest entity
model, a reporting entity with ownership of a majority of the voting interests of a legal entity is generally considered to have a controlling
financial interest in the legal entity. However, the VIE model was established for situations in which control may be demonstrated other
than by the possession of voting rights in a legal entity.

We
determined that the Company obtained control of all the ULHK Entities treated as consolidated subsidiaries by paying for the Purchased
Shares in such ULHK Entities in cash and via the issuance of promissory notes to ULHK on February 21, 2023, the closing date of the ULHK
Entities Acquisition, in accordance with the SPA under the voting interest model.

For
equity method investments in the three ULHK Entities listed above where the share interest acquired is equal to or less than 50%, but
where the Company established significant influence over the financial and operating policies of the investee, we use the equity method
of accounting.

As
the Company elected to report earnings from the ULHK Entities on a one-month lag basis, in order to timely file quarterly consolidated
financial statements, the initial consolidation of the ULHK Entities acquired and of the equity investments started with the period from
March 1, 2023 through April 30, 2023 as part of the Company’s financial statements for the year ended May 31, 2023. The amount
of revenue and earnings of the ULHK Entities since the acquisition date included in the consolidated income statement was as follows:

    Consolidated Subs
    Equity Method Investments
    Total

    Revenue
    $ 14,630,797
    $ -
    $ 14,630,797

    Net Income
    $ 352,447
    $ 136,656
    $ 489,103

6. We
                                            note you acquired on February 21, 2023, all of Unique Logistics Holdings Limited share capital