New Financial Obligation Form 8 K

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.