This stock won't go anywhere until Ray figures out that HE is the problem. You can't just assume the market will find you bid you up because you are growing and expanding. For too long Unique has let this stock get beaten down without any attempt to support it. The IR firm that was hired was next to useless because they wouldn't tell you anything if they even called you back. To make matters worse, the reverse split was announced during that time which basically knee-capped the IR firm's ability to say anything positive that didn't end up with the next question of "Well what about the reverse split"? Now the IR link goes nowhere and the phone number is an answering machine. The last 2 major events (the 3rd quarter 10Q and the merger termination) didn't even have press releases. Personally, I don't think Ray even realizes its part of his job to manage investor expectations and communicate with them. The only saving grace at the moment is that there are people with more money than us that have their capital tied up here, and Unique doesn't seem to have any plan for that capital to be returned to them (i.e. Preferred shareholders). Those people, I assume, are in contact with Ray trying to get something done. In the grand scheme of things, all Unique needs is some promotion. When that Bunny fellow was around he showed how some basic twitter posts could generate interest. A good IR firm could do that easily. There is lots of liquidity in the market now (look at crypto which is all liquidity driven since there is very little underlying value there) and Unique needs to tap into that. Getting to 4 cents would be tough, but above that and the chart gets a lot friendlier.

It's on the Sec.gov site. 8K released this morning. Edify has a similar 8K out this morning as well with the same termination language. Here is what Unique's 8K says:

Item?1.01 Entry into a Material Definitive Agreement.
The disclosure set forth below under Item 1.02 of this Current Report on Form 8-K is incorporated by reference herein.

Item?1.02 Termination of a Material Definitive Agreement.
As previously disclosed, on December 18, 2022, Unique Logistics International, Inc., a Nevada corporation (the “Company”) entered into an Agreement and Plan of Merger by and among Edify Acquisition Corp., a Delaware corporation (“Buyer” or “Edify”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and the Company, as amended and supplemented (the “Merger Agreement”).

The Company, Buyer and Merger Sub entered into a mutual termination agreement dated as of March 1, 2024 (the “Termination Agreement”), pursuant to which they mutually agreed to terminate the Merger Agreement effective as of such date. The termination of the Merger Agreement was approved by the Company’s Board of Directors. Pursuant to the Termination Agreement, as of March 1, 2024, the Merger Agreement is of no further force and effect, except for Section 7.04 (No Claim Against the Trust Account) and Section 9.05 (Confidentiality; Publicity) thereof, which survive the termination of the Merger Agreement and remain in full force and effect in accordance with their respective terms. No termination penalties were incurred by any party in connection with the termination of the Merger Agreement.

The foregoing description of the Merger Agreement and the Termination Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement and the Termination Agreement.

Interesting to note that this morning someone wanted out pretty bad and stacked the Ask with 3.5M shares at .0055 initially and then dropped it all the way down to .004. At that point there was a single buy that took out the whole Ask in one trade. My guess is that will be the bottom for this move.

Well, it appears the merger with Edify has been canceled. Can't say I'm surprised given how long Edify has dragged their feet on this, and how poorly Unique has done financially over the past several quarters. Neither side was going to be happy with this marriage. This could be a blessing in disguise if Unique plays its cards right.

With the uplist off the table, the company will have to try and generate investor interest on their own. Second, the reverse split and dilution should also be off the table so that should help. The O/S is still a very OTC friendly 800M and the float only 477M shares. In addition, all the Preferred shareholders who were looking for the exits are now trapped and Unique will have to address them somehow. A couple ways to do it...pay them back out of earnings, or allow them to convert and sell into the retail market (which would require an increase in the A/S and O/S of course). Ray holds the voting control, so he ultimately gets to decide what happens.

Going forward, Unique needs to figure out how its going to fix its core business. China is in big trouble and Unique spent a lot of money on those offices that are producing basically nothing in revenue and bleeding out in costs. I see a lot of talk on their LinkedIn page about ESG and initiatives that don't make any money. In my opinion, the only thing Unique should be doing regarding ESG now is de-carbonizing their payroll until they can generate some FCF.

I expect the share price to get decimated over the next few days as the news gets out, but I think once it finds a floor it might not be a bad idea to throw a few dollars at it and wait.

Earnings are due on Monday. They could file an extension, but that grace period would only be 5 days. At this point, they have basically given up on trying to support the share price while its listed on the OTC, and are content to wait for the uplist. Speaking of which, Edify has a vote on Jan 19th to extend the time they have to SPAC up UNQL until July 24th. Given how far behind the 8 ball this process is, it makes you wonder how competent the people are at Edify. The vote is a formality, but they can't even seem to do that in a timely manner. The S4 still hasn't been approved by the SEC as per their most recent filing either. The only good news here is that same filing let everyone know that Edify had $11.31 worth of cash per share in their corporate account which is why the EAC shares have moved up to $11.31 recently. And, since the reverse merger valued the deal for UNQL shareholders at 3 cents per share assuming EAC was $10/sh everyone just made an extra 3/10ths of cent (or 10%). Don't spend it all in one place.

There appears to be some confusion over the dilution of Edify's Class A Common Stock and their latest proposal to prematurely convert their Class B Common Stock to Class A common stock to keep their market cap above Nasdaq listing requirement levels.

First, Edify's Class B were always going to convert upon the merger closing so there is no dilution to the UNQL shareholders. All the math is done assuming that conversion takes place. [ Buyer (the “Buyer Class A Common Stock”), upon automatic conversion of such shares of Buyer Class B Common Stock in accordance with the Buyer Charter in connection with the Closing. Without limitation of the foregoing, upon the Closing, the Sponsor hereby acknowledges and agrees that pursuant to Section 4.3(b)(i) of the Buyer Charter, each share of Buyer Class B Common Stock shall automatically convert into one (1) share of Buyer Class A Common Stock.]

Second, upon the merger closing, the 6.9M new class A shares would be reduced by 1,713,139 shares as per this section of the agreement:
[Forfeiture of Sponsor Shares. Upon and subject to the Closing, and immediately following the automatic conversion of the Buyer Class B Common Stock into Buyer Class A Common Stock, 1,713,139 shares of Buyer Class A Common Stock owned by the Sponsor shall be automatically forfeited to Buyer, without any further action by any Person, and shall be cancelled and retired, and the Sponsor shall not have any rights with respect thereto.]

Until the merger, Edify is its own entity and can do what it wants, but nothing it does affects the merger. If it loses shares to redemption, UNQL may receive less cash at closing, but it is guaranteed $5M. No $5M, no merger.

Now, on to the the 8K filed by UNQL today regarding its line of credit from TBK bank. This revolving credit line of $25M has been around for a while. The fact that UNQL still has that much available given all the issues US regional banks have had lately is a testiment to how secure the bank feels with this arrangement. Frangipani Trade Services was added as a guarantor to the deal probably as an extra layer of security required my the bank's Risk Management team. No big deal.

Finally, the question of current or future market cap. This is a number that will be determined solely by the free market when the merger happens and the new shares start trading. Whether the shares open at $10, $1, $25 is just anyone's guess right now. Given current market conditions and the fact that at least 25% of all Russell 2000 companies don't make any profit and still are afforded gigantic market caps, it seems likely that a $10M market cap for a company that does $400M in annual revenue AND makes money is insanely low, but that's just my opinion. Also keep in mind that the initial float will be low due to lock up restrictions, so any move with volume will be magnified.

UNQL Common Share Valuation

Let's try get a handle on what common shareholders are going to receive in the newly merged entity. If any of these numbers are wrong, feel free to correct them and cite the source so we can all see.

Section 1.01 of Form 425 lays out how the new class A shares will be issued:
As a result of the Transactions, among other things, (i) each outstanding share of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) will be cancelled in exchange for the right to receive (A) such number of shares of Class A common stock, par value $0.0001 per share, of Edify (“Edify Class A Common Stock”) that is equal to the Common Exchange Ratio, as described below, and (B) its allocable portion of the Earnout Shares, if any.

Preferreds are treated the same as common because they will be converted before any new shares are issued.

It's important to understand what an exchange ratio is, so, from Google, here is the answer:
The exchange ratio is the relative number of new shares that will be given to existing shareholders of a company that has been acquired or that has merged with another.

The merger agreement looks to be worth $282M (from the line “Consideration Value” means $282,000,000 on the Form 425). This does not include the $35M loan to buy the other offices and have some working capital left over.

The per share consideration(PSC) value is: $282M / Full Diluted Share count.

As per the Aug 10-Q (filed in Oct 12th), the weighted avg number of fully diluted share is approx 9.7B (F2, bottom line). Note, this could change and it was 10.1B in the Aug 10-Q of 2021.

So, the per share consideration(PSC) value is $282M / 9.7B. That math works out to .02907 so the PSC = .02907

Now, in order to get the Common Exchange Ratio(CER) we need to divide the PSC (or .02907) by $10. Why $10? Because that is the current SPAC share price and because the Form 425 very conveniently lists it for us in section 1.01: The Common Exchange Ratio is the quotient obtained by dividing (i) the Per Share Consideration Value by (ii) $10.00

So, CER = PSC/10 which in our case is:
CER = ($282M / 9.7B) / 10
CER = .02907 / 10
CER = .002907

Note, the CER is *not* a dollar value. It's not what the common shares are worth. It is the ratio that needs to be multiplied by the number of shares an individual investor owns in order to get their new share count. (Remember the Google definition at the beginning of the post)
Eg. If you have 1M common shares now, you will have 1,000,000 x .002907 = 2,907 shares after the merger is complete. This is about the same as a R/S of 344:1.

The next question is, well how much are those shares worth? The answer is, most likely, $10 each. How do we know this. Two ways. One, that is the value of the current SPAC share price ($10.28 as of eod today). The other is that there is a "bonus" clause in the Form 425 that allows extra shares to be allotted to common shareholders *if* the value of the SPAC share price hits $12 and/or $15 in a certain period of time after the deal closes. The source for this is the "Earnout" clause in Form 425. The value of $12 and $15 aren't random numbers, they are close enough to be achieveable given the starting point.

Using what we know now, as an example, if you have 1M shares at the current closing price today of $.017, your position is worth $17,000 (1,000,000 x $.017). After the merger, presupposing the SPAC shares are still trading at $10, your position will be worth $29,070 (2,907 x $10). If the SPAC price at the time of closing is $5, your position will be worth $14,535 (2,907 x $5).

It is important to keep in mind that these new shares will not only represent ownership in the current US offices, but also in the 8 other international offices since the deal can't close without those offices being acquired. That means that the revenue of the new "Unique" will include ALL the offices. Yes there will be $35M in new debt, but that debt is serviceable like any other debt and will be paid off over time.

Hope this helps. And again, if there is an error here, feel free to point it out and redo the math.

CFGN stayed at .02 all day. At most he has 800k shares left to dispose of.

I think people are missing the forest for the trees here. Regardless whether the valuation is 1 cent or 5 cents UNQL accomplishes a lot of positive things long term with this deal.
First, it gets out of the OTC. After the deal is finalized, there is no more MM naked short selling. Everyone who sells short now needs to take the risk to borrow shares and pay interest on those shares.
Second, a nasdaq listed stock has better access to liquidity as far as working capital needs go.
Third, unql gets institutional investors. A quick glance at Yahoo Finance shows the players already involved with EAC https://finance.yahoo.com/quote/EAC/holders?p=EAC
Forth, unql will finally start to be rewarded for its growth potential and market share increases and will be valued relative to its peers
Fifth, at some point even with existing revenue, EAC will get included into major indexes like the Russell 2000 which will mean forced buying by major asset managers like Vanguard and Blackrock.

The other thing to notice about today is when the press release happened. Historically, unql has released news after hours and usually on a Friday when no one is watching. Today the news was released Monday morning before the open. The professionals are on board now.

So regardless of where this trades over the next days/weeks, nothing really matters until the SPAC completes the purchase. Until then, traders will trade and investors will buy and hold and wait.

ASCM has been sitting at .0211 for a week waiting for price to come down to this level so he can cover the shorts he initiated on Nov 29-30. As long as he is able to cover here, when he is done, there will be no reason to hold the price down any longer. So, if you are inclined to sell, please sell to him so he can cover and leave and we can move up again.

Today's trading was very technical in nature. The daily RSI had hit 70 again, and this time it was lower than the 80 reading it hit on Nov 3rd, but the price was higher which means there was a divergence. 70 has historically marked the level unql pulls back from, and with the divergence this was bound to happen. Contrary to popular belief, retail traders can't short OTC stocks because it is prohibitively expensive to do so. Only Market Makers can short stocks and the MM that usually pull this trick (ASCM) was absent all day from the Ask meaning that there was no shorting happening. This was some profit taking after failing to take out the resistance at 3 cents, and then some panic selling at the end.

For tomorrow we may see a quick retest of 1.5 cents if someone puts in a market sell order early, but when that holds, unql will resume its march upward since the daily RSI has been completely reset and is now at 47.

Good week of consolidation here. Last week unql had an RSI up in the 80s and that always means a pullback. The goal this week was to hold above 1.6 ideally and 1.5 imperatively. Both of those positive things happened, and the RSI has reset to 60. Every breakout of a range needs a retest, and that has now been accomplished. What we have on the chart is a very nice bull flag and some upward momentum going into next week.

So we have to give the "Bunny" guy some props. He has done more in a week to bring attention to this stock than our "IR guy" has done since we hired him several quarters ago. It's amazing what some volume will do here for the price. The best part is that so far, its all organic trading. Even CFGN, who was sitting at 2 cents for weeks moved up to 3.5 cents when the 2 cent threshold was breached earlier today. That is a VERY good sign since I thought he was gonna stay on 2 cents and absorb all the buying.

The one thing that I really don't want though is a huge burst of volume. That kind of activity attracts ASCM and he'll naked short the living daylights out of any stock that gets on his radar. The action on DV LP over the last 2 days is classic ASCM behavior. Completely wrecks any upside potential. So, if we keep moving up on a couple mil of volume each day we won't trigger him and the organic move can continue.

Overall, this stock has all kinds of positive things going for it. Fundamentally it is sound, and even in a lower freight rate environment the company has proven it can improve margins and actually make more money than it did when rates were higher. There's no reason this stock can't have a market cap of $100-$200M AT LEAST so long as there are POS stocks out there that have no revenue and bloated share structures.

Nice Q overall. Freight rates have been declining across the board so the lower revenue number was expected. What is great to see is the much higher EBIDTA and Net Income.

Anyone watching L2 over the past few weeks will have noticed that GTSM hasn't allowed the price to get below 1 cent. There is some serious bid support there. What we will find out now is if they will sell everything back to retail for their own account, or if that GTSM bid was someone who wanted to hold the shares longer term and keep the price above 1 cent.

It's also interesting to note that (on page F-10) the probability of a capital raise or financing event has moved from 54% to 90%. That's a pretty big move in a short period of time given that the 10K didn't come out very long ago.

On a positive note, CFGN spent most of the day at 2.5 cents. This is the first day since June 6th that he hasn't sold any shares, as indicated on L2 by the "avg" designation. The last time he didn't sell any shares was May 9th. Given that he sold 1.7M yesterday he could be done. No way to know of course, but next week will be interesting if he doesn't show back up, or stays way up on the Ask. So today was the first organic trading day in nearly 2 months. IMO, we didn't move up much today because yesterday was a heavy volume day and today the Ask was stacked with ~500k shares most of the day and the spread was too large.

Also positive is that we have now traded 11 days above the 50 day moving average when that average has not been negative sloping (currently flat). The Accum/Dist line has been rising for months and looks just like the period between Nov 21 and Jan 14...right before we popped to 7 cents on earnings. All in all, this is technically a very nice set up, and if CFGN is really gone, we could see a strong move up with any decent buying volume at all.

New SS released after hours. Up to 731M now. The date of record is 7/8 though, so the TA is at least a week behind as there was more dilution this week. If 3F is right, this number is old and low. Either way, it validates the theory that the Preferreds are being diluted through CFGN who is almost a permanent fixture on the low Ask.

There seems to be a lack of communication from the company for a reason. No company that is profitable wants to see its share price trade at levels that barely hold two decimals to the right. Having said that, the question is why? Reading your previous posts you mention the Hutton folks holding the price down. The only way to do that is to naked short the stock (possible, but fraught with risk since any uplist changes the CUSIP and the short seller would have to cover before that happened) or do what ASCM always does for themselves which is short on the Ask, but buy on the bid, and constantly force the bid lower by not allowing the price to rise. Unless these Hutton guys are really good (possible), and are using multiple MMs to collect shares sold on the bid, I don't see them acquiring shares for themselves. Watching the tape, it's pretty clear CFGN has an unlimited number of shares to sell, and CFGN is rarely, if ever on the top bid.

For the record, I think the issue here is ongoing Preferred Share dilution. I also believe the O/S is now well north of 700M shares, and I think there is some agreement in place that allows Preferred dilution all the way up to the A/S of 800M. Even at an 800M OS however, this stock still isn't bad as far as OTC share structures go. Many stocks have much higher market caps and have "$0 to very little" revenue. If/when we max out at 800M O/S, and the A/S is not raised (because if it ever gets raised, this story is over) this share price should start to rise organically since there will be no dilution to hold it down.

Like you, I have spoken to IR and gotten the same story....the uplist is caught up in legal SEC red tape. That doesn't smell right. The S1 hasn't been updated with Q3 data, but it was updated very quickly with Q2 data when that became available. IR also told me that the company, and I quote "hadn't started fundraising yet". That seems at odds with a post of yours where you mention Hutton had called you asking for IPO participation (correct me if I misinterpreted this). It now begs the question, why have an outside IR firm if they don't know anything and can't answer any meaningful questions?

It's possible that the threat of legal action may be the only way to jar loose any meaningful update from management. In a previous post you mention you live in NYC. Here is a news article about a firm that sues toxic lenders. They have been making some pretty good progress against some other firms. If you are seriously looking at suing, this may interest you: https://www.accesswire.com/672045/OTC-Markets-Toxic-Debt-Alert

The one thing that I am curious to see is if the CFO gets granted any preferred shares, or if he, and his 10M common shares, are going to get the same treatment as ours. I can imagine that he was a lot happier with his 10M shares when the price was 20 cents rather than now when its 1.2 cents. Hardly worth sticking around for so little incentive if you are him.

There are two ways to look at the action today. The first is obviously to say it was bearish with the clear dumping of large lots into the bid. The second is that all that dumping was absorbed by someone. Usually when you watch the tape and there is large selling/buying without much of a move in price there is a pretty good chance there is going to be a reversal. Now, I'm not saying we will get a reversal here any time soon, but it is pretty apparent that the 1 cent mark seems to the the line in the sand for "someone".

Also of note, with the 3M or so shares dumped into the bid, there was enough volume on the Ask to allow CFGN to dilute another 700k(ish) shares. And before anyone says the share structure hasn't changed, please note that the Transfer Agent is not returning emails or picking up their phone when asked about the current share structure. In my experience, this means they are "gagged" and can't/won't give out that information as per request not to do so by the company. My guess is we won't see a share structure update until financials are released at the end of August when its legally required to do so.

The next report due is the 10k for year end. The OTC allows 90 days for a 10k which puts the next reporting date at the end of August. UNQL used the full 90 days last year for their 10k and I expect them to do the same this year.

The Asian offices appearing on the site is not new. They have been there since at least January.

Nothing after hours. These were the "avg" trades that occurred during RTH
590k, 777k, 1.22M, 383k, 185k, 431k, 64k, 767k

After being away for 2 weeks ASCM showed up at 9:33am this morning after seeing the 2M in volume in the first two minutes. All the buying after that has been absorbed mostly by them as they have been the low Ask the majority of the time since they arrived. That's the reason we aren't going up. Until they leave (and cfgn leaves) we aren't going anywhere. It's no coincidence that the HOD was .0174 just before ASCM took control.

CFGN still working though, they got their licks in early. The 590K and a 777K "avg" trades were them (more dilution). I expect to see even more of those show up as the day goes on.

Are any of my first 4 posts inaccurate? LJ is very smart. My only issue is the motivation there which I don't always think is transparent. I am long. My guess is I have more shares than everyone else here. I want this stock to go up, but until we get the uplist or some cessation in dilution, we are stuck in this range.

They very well be on other stocks. I am not familiar with the one you mentioned. This action here is very clearly dilution. We may all not want it to be so, but it is so. We will eventually get a filing that confirms it. No other MM sits on the low Ask and absorbs as many buys so consistently. As we know from the filings, the Preferreds are allowed to convert "at will" until the uplist, and given the lack of progress on that front, this CFGN MM will probably be a constant source of shares for a long time to come.

Believe me, I wish this wasn't the case because I own a lot of this and I'd love to see it go up.

Someone needs to explain why CFGN has been on the low Ask almost every day for the last two months, and on almost everyone of those days there have been multiple "avg" trades listed on L2. The recent "update" on OTC markets of the O/S I believe to be incorrect and will be updated at some point in the not-too-distant future. Whether the TA is gagged here or UNQL is not updating them is currently unknown. An email into the TA yesterday as (so far) gone unanswered.

In happier news, ASCM seems to have left the building. They weren't on the Ask at all last week, and they haven't been on it this week.

A couple of thoughts.
1) CFGN was off the low Ask all day. In fact, he never went below 2 cents. Apparently the dilution will only happen above 2 cents (for now anyway)
2) ASCM is still covering his short position from the last Q when there was volume. Until he leaves, this can't move up. Personally, I wish people would just stack the bid below his bid and let him cover so he can leave
3) The S-1 has not been updated since the last Q. In Feb, it took 4 days to release the update with the new financial information (and 2 of those days were Sat/Sun). This time around, it's been 3 weeks and no update.
4) The release of the merger documentation and PR generated a lot of volume. The news wasn't new, so there was no reason for so much volume, but we got it and now all those people who bought are trapped. Most will sell and take their loss. That will take some time, so it is entirely possible we get down to 1 cent or even lower. Not that anyone wants that, but you have to be realistic.

This stock isn't going anywhere until both CFGN and ASCM get off the Ask. ASCM is covering his short from the previous Q volume and CFGN is diluting. I bet dollars to donuts there will be at least a 1M T Trade posted near the close today.