A quick Unique Logistics history lesson for bun and his followers. It's all on the website and the original merger agreement from 2020.
Unique is a Hong Kong company that started in 1983. They expanded in China over the years, then India and Vietnam. Opened a London office and starting in 2008, some established logistics companies in the US. Boston, Atlanta, and then New York. Everything was operated under the umbrella of Unique Logistics Hong Kong. A private corporation. All of the global offices are also privately owned subsidiaries under ULHK.
Until the 3 private US offices in 2019 consolidated to form one private US subsidiary. Then, in May 2020 that consolidated private company entered into a purchase agreement with Hong Kong to break free and go public on the OTC via a reverse merger with an existing public company called Innocap. The total purchase price paid by the US company to HK was about $10 million. The US owners paid some money upfront and took out several loans for the rest. It's important to understand those 3 US offices, consolidated into 1 US entity were worth $10m in 2020. Not a billion dollars. $10m, that's it....the purchase price.
There were 6 owners of the new consolidated US company - Sunandan Ray, Great Eagle Freight, Front Four Management, Lucosky Brookman, Southridge LLC, and David Briones. Those 6 owned 100% of private US Unique Logistics. Still following?
Next, that private US company went public via reverse merger with Innocap in October 2020. The 6 owners received a total of 1 million preferred shares of the new public UNQL (convertible at the rate of 1 preferred for 6,547 common shares... CRIMINAL) right when it went public in October 2020. Many of the existing shares of the old Innocap were retired, with just 133 million shares outstanding owned by public shareholders. Their INNO shares became UNQL shares. That's it. 133m shares owned by the public.
Upon merger, Ray immediately converted a very small portion of his preferred shares into 197m common shares of UNQL. Then the company gifted 30m shares to a "consultant." Then the company gifted another 35m shares to a "consultant" again. The company took $4m in toxic loans from Trillium and 3a Capital in exchange for convertible shares of UNQL.
From April 2021 through May 2022, Trillium and 3a diluted UNQL by converting over 300m more common shares, selling them on the open market to profit hugely on their $4m loans. In August 2021, Ray converted more from his huge preferred shares stack to get 125m more common shares. He currently owns 322m common shares of UNQL.
In December 2021, the company "exchanged" the $4m loans to keep that money without paying it back to Trillium and 3a. In return, the company gave Trillium and 3a new preferred shares equal to 25% of UNQL (12.5% each.) Still following?
The company started with Innocap's 133m shares and then diluted the hell out of those early public shareholders by increasing the Outstanding Shares to the 800m today. Disgusting, but nowhere close to being over. Those 6 owners (plus Trillium and 3a now) own preferred shares convertible into over 9 BILLION more common shares. They own those shares and only cash out with real money if the company is sold or they convert/dilute more. Still following?
Unique Logistics Hong Kong is still private. They own all the global subsidiaries in China, India, etc. They have their own website. When the 3 US offices broke away in May 2020, they had an option to purchase percentages of all the global offices from HK. The deadline was extended from May 2021 several times and now the deadline is EOY 2022. This month. This "merger" has been on the table for 2.5 years. As of today, the total purchase price for more than 50% of global operations is $22 million. Let that sink in. All those other offices are worth about $35 million total. Not a billion dollars, not several billion dollars. $35m total. That's the value. Don't listen to lies on the internet. Just read the purchase agreement. $22m for a bit more than half of the global company. The US offices (UNQL) are so much smaller and sold for $10m just 2 years ago. They lost $1m in 2019, made $1.7m in 2020, and lost $1m again last year. Not a billion dollar company. Got it?
So, in order to close the deal this month, UNQL has to pay Hong Kong $21m upfront. That money was supposed to come from a $40m capital raise by selling new shares. That plan is dead. There is no current prospectus to sell $40m of new shares. The merger deal is dead in the water. But, I suspect the company will kick the can down the road and announce another extension soon. Or maybe UNQL just authorizes and gives billions of new shares to Hong Kong as "payment" for that $21m purchase price? Who knows, only 31 days left.
Sorry bun, UNQL is NOT a global company with offices around the world. It's only the US offices today. They still need to....ya know....pay for those other offices. $22 million.....not a billion.....Jeeez the stuff that gets posted on Twitter is cray cray!!
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