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) September 1217, 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~~(c)~~© under the Exchange Act (17 CFR 240.13e-4(c©))

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 15.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

AsAmendment ~~previously~~to ~~disclosed,~~Employment on July 20, 2023, Unique Logistics International, Inc., a Nevada corporation (the “Company”) and its operating subsidiaries (collectively, “Borrower”) entered into a loan and security agreement with TBK Bank, SSB, a Texas State Savings Bank (the “Agreement~~”),~~ for aEli facility under which TBK Bank will advance funds secured on eligible trade receivables of the Company. The Agreement was further amended by amendments No. 1 and 2 thereto, dated as of February 5, 2024 and August 7, 2024, respectively.Kay

On September 1217, 2024, ~~Borrower~~Unique ~~and~~Logistics ~~TBK~~International, ~~Bank~~Inc., ~~entered~~a ~~into~~Nevada ~~Amendment~~corporation ~~No.~~(the 3“Company”) toentered ~~the~~into ~~Agreement~~an amendment (the “~~Amendment~~Kay ~~No. 3~~Amendment”), ~~whereby the parties agreed~~ to ~~temporarily increase~~ the ~~maximum~~existing ~~amount~~Employment ~~that~~Agreement, ~~Borrower~~dated ~~may~~as ~~borrow~~of ~~under~~August ~~the Agreement from $25~~11,~~000,000~~ ~~to $30~~2021,~~000,000~~ ~~through~~with ~~March~~Eli 12Kay, ~~2025, after which~~ the ~~maximum~~Company’s Chief ~~amount~~Financial ~~that~~Officer ~~Borrower may borrow under~~ (the ~~Agreement~~“Kay ~~will~~Employment ~~revert back to $25,000,000~~Agreement”).

~~The~~Pursuant ~~foregoing~~to ~~summary~~the isKay ~~qualified~~Amendment, inMr. Kay’s annual salary shall be increased from $180,000 to $275,000, and the scope of Mr. Kay’s employment will be updated from the Chief Financial Officer of the Company to Chief Financial Officer for the Company and its ~~entirety~~subsidiaries byand affiliates. The Kay Amendment Nofurther extends the termination notice period from 30 days to six months. 3According to the Kay Amendment, ~~which~~in isthe ~~filed~~event of astermination ~~Exhibit~~without 10cause and in lieu of six months’ notice of termination, the Company shall pay Mr.1 ~~hereto~~Kay his ongoing salary for six months and Mr. Kay shall be entitled to any bonus earned and disbursed during the termination notice and severance period.

~~Item~~The 9foregoing summary description of the Kay Amendment is not complete and is subject to, and qualified in its entirety by reference to, the full text of the Kay Amendment, which is filed as Exhibit 10.~~01.~~1 ~~Financial~~to ~~Statements~~this Form 8-K and ~~Exhibits~~is incorporated herein by reference.

Item 9.01 Exhibits.

(d) Exhibits.

Exhibit No.		Exhibit Description
10.1		Amendment ~~No. 3~~ to ~~Loan~~Employment ~~and Security~~ Agreement, ~~dated~~between ~~as of September 12, 2024, by and among~~ Unique Logistics International, Inc., ~~Unique~~and ~~Logistic~~Eli ~~Holdings~~Kay, ~~Inc.,~~dated ~~Unique~~September ~~Logistics International (NYC)~~17, ~~LLC, Unique Logistics International (BOS), Inc~~2024.~~, and TBK Bank, SSB~~
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: September 18, 2024	By:	/s/ Sunandan Ray
Date: September 23, 2024	By:	/s/ Sunandan Ray
	Name:	Sunandan Ray
	Title:	Chief Executive Officer

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