https://fintel.io/doc/sec-unique-logistics-international-inc-1281845-defm14c-2025-april-14-20192-9529

Any chances of law suits?

https://www.unique-usa.com/investors/sec-filings/content/0001493152-25-009794/0001493152-25-009794.pdf#page46

linkedin update:

Knowledge is power !!

Liar Liar Chicken Dinner

https://finance.yahoo.com/news/unique-logistics-international-reports-fiscal-110000858.html

Mr. Ray concluded: "The Company continues to pursue its previously announced business combination with Edify, subject to closing conditions including receipt of required regulatory and stockholder approvals. The Edify merger values the Company at an enterprise value of approximately $360 million inclusive of the international acquisitions that the Company reported on February 27, 2023. At the closing of the merger, it is expected that the Company's shareholders will receive Edify common stock equal to approximately $0.03 per share for each share of the Company's common stock that they own or into which their shares of the Company's preferred stock are convertible."

You are cordially invited to attend the special meeting in lieu of annual meeting (the “special meeting”) of stockholders of Edify Acquisition Corp. (the “Company,” “we,” “us” or “our”), to be held at 2:00 p.m. Eastern Time, on July 20, 2023. The special meeting will be held virtually, at https://www.cstproxy.com/edifyacq/sm2023. Stockholders will not be able to attend the special meeting in-person. At the special meeting, the stockholders will consider and vote upon the following proposals:
1. To amend (the “Extension Amendment”) the Company’s Amended and Restated Certificate of Incorporation (our “charter”) to allow the Company to extend the date by which the Company must consummate a business combination (as defined below) (the “Extension”) from July 20, 2023 (the date that is 30 months from the closing date of the Company’s initial public offering of units (the “IPO”)) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the “Extended Date”) (the “Extension Amendment Proposal”);
2.To amend (the “Trust Amendment”) the Investment Management Trust Agreement, dated January 14, 2021 (the “Trust Agreement”), by and between the Company and Continental Stock Transfer & Trust Company (the “Trustee”), to allow the Company to extend the date on which the Trustee must liquidate the trust account established by the Company in connection with the IPO (the “trust account”) if the Company has not completed its initial business combination, from July 20, 2023 (the date that is 30 months from the closing date of the IPO) to October 20, 2023 (the date that is 33 months from the closing date of the IPO) (the “Initial Extension”) and on a monthly basis up to three times from the Amended Date to January 20, 2024 (the date that is 36 months from the closing date of the IPO)by depositing (i) the lesser of (a) $225,000 and (b) $0.15 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for the Initial Extension and (ii) and the lesser of (a) $75,000 and (b) $0.05 into the trust account for each public share that has not been redeemed in accordance with the terms of the Company’s charter for each subsequent one-month extension from the Amended Date to the Extended Date (the “Trust Amendment”). This proposal is referred to as the “Trust Amendment Proposal”;
3. To amend the Company’s charter to remove the net tangible asset requirement from the Company’s charter in order to expand the methods that the Company may employ so as not to become subject to the “penny stock” rules of the United States Securities and Exchange Commission (“NTA Requirement Amendment”). This proposal is referred to as the “NTA Requirement Amendment Proposal”;
4. To amend the Company’s charter to provide for the right of a holder of the Company’s Class B common stock, par value $0.0001 per share (the “Class B common stock” or the “founder shares”), to convert into shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common stock” or “public shares”) on a one-for-one basis at any time, and from time to time, prior to the closing of a business combination at the election of the holder (the “Founder Share Amendment”).
5. To re-elect Ari Horowitz and Susan Wolford as Class II directors of the Company’s board of directors (the “Board”) (the “Director Election Proposal”).
6. To ratify the appointment of WithumSmith+Brown, PC as the Company’s independent registered public accounting firm for the fiscal year ended December 31, 2023 (the “Auditor Ratification Proposal”).
7. A proposal to approve the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes to approve the Extension Amendment Proposal, the Trust Amendment Proposal, or the NTA Requirement Amendment Proposal, the Founder Share Amendment Proposal or if we determine that additional time is necessary to effectuate the Extension. This proposal is referred to as the “Adjournment Proposal”. The Adjournment

https://quantisnow.com/insight/4737492

Welcome back :)
Soon it will be over for good

Total Operating Expenses & Adjustments

Lincoln calculated Unique Logistics Consolidated’s projected unlevered free cash flows by taking Adjusted EBITDA, subtracting tax depreciation and amortization, subtracting estimated taxes using a 23.0% tax rate, adding back tax depreciation and amortization, and subtracting capital expenditures and changes in net working capital. Lincoln determined the net present value of the projected unlevered free cash flows using a cost of capital deemed appropriate for the discount rate (including applicable country risk premia), which reflects the relative risk associated with the Original Projections cash flows as well as the rates of return that investors could expect to realize on alternative investment opportunities with similar risk profiles to Unique Logistics Consolidated. Lincoln’s selected discount rates for Unique Logistics Consolidated, which ranged from 12.50% to 14.50%, were selected based on the application of Lincoln’s professional judgment and experience, and were calculated using a capital asset pricing model (including applicable country risk premia) and information derived from the selected public companies and using a 23.0% tax rate, based on relative geographic profit contribution and discussions with Edify’s management team, Lincoln calculated Unique Logistics Consolidated terminal value using the Gordon Growth perpetuity growth formula assuming a 3.0% terminal growth rate and the aforementioned range of discount rates.
Based on these assumptions, Lincoln’s discounted cash flow analysis indicated an estimated enterprise value for Unique Logistics Consolidated of $330.0 million to $395.0 million.




Summary of Selected Public Companies/M&A Transactions Analyses

In order to estimate a range of enterprise value for Unique Logistics Consolidated,

Lincoln applied valuation multiples to LTM Pro Forma Adjusted EBIT (as defined below) for Unique Logistics Consolidated for the last twelve months ended September 30, 2022, as follows:

• LTM Pro Forma Adjusted EBIT: 6.5x to 8.5x
LTM Pro Forma Adjusted EBIT, for purposes of this analysis, was defined as EBIT adjusted to exclude certain non-recurring items and to include certain pro forma adjustments related to reversal of income from The GAP, Inc. and run-rate margin improvement for HP Inc. customers, respectively. Management’s presentation of Pro Forma Adjusted EBIT excludes noncontrolling interests associated with Unique Logistics Asia — Controlled and includes equity investment income from Asian entities Unique Logistics would own less than 50.0% of following consummation of the Related Transactions (“Unique Logistics Asia — Investments”).

The valuation multiple range was selected, in part, by taking into consideration historical and projected financial performance metrics of each of Unique Logistics Consolidated, Unique Logistics U.S. and Unique Logistics Asia — Controlled, relative to such metrics of the selected public companies and selected transactions, including, but not limited to, the size of Unique Logistics Consolidated, Unique Logistics U.S. and Unique Logistics Asia — Controlled on a revenue, Adjusted EBITDA, and Adjusted EBIT basis, historical, estimated and projected Adjusted EBITDA and Adjusted EBIT margins compared to the selected public companies, and historical, estimated and projected revenue, Adjusted EBITDA, and Adjusted EBIT growth compared to the selected public companies.


Based on these selected valuation multiples, the enterprise value indication of Unique Logistics Consolidated ranged from $305.0 million to $400.0 million.



Summary of Analysis
The range of indicated enterprise values for Unique Logistics Consolidated that Lincoln derived from its discounted cash flow analysis and its selected public companies / M&A transactions analysis was $318.0 million to $398.0 million.

In order to estimate the value associated with the Unique Logistics Asia — Investments and the noncontrolling interests of Unique Logistics Asia — Controlled, Lincoln also applied a valuation multiple of 3.5x to 4.5x on LTM Pro Forma Adjusted EBIT for the respective entities for the last twelve months ended September 30, 2022, and made adjustments for cash, debt and working capital to conclude an equity value range and Unique Logistics’ ownership value in each of the entities in Unique Logistics Asia — Investments and the value of the noncontrolling interest of Unique Logistics Asia — Controlled entities not 100% owned by Unique Logistics.

After taking into account the value of Unique Logistics Asia — Investments, the noncontrolling interests associated with Unique Logistics Asia — Controlled, cash and equivalents, long-term debt, other debt-like items, other non-operating liabilities, and excess working capital, the concluded aggregate equity value range of Unique Logistics was $285.0 million to $373.0 million.

Remember “Enterprise Value” definition
:)
Nasdaq believes it

The reported securities are included within an equal number of Units. Each Unit consists of one share of Common Stock and one-half of one Redeemable Warrants. The Redeemable Warrants have an exercise price of $11.50 per share of Common Stock. The Redeemable Warrants are not currently exercisable and become exercisable 30 days after the Issuer’s initial business combination, provided that certain additional conditions are met. The Redeemable Warrants will expire five years after the completion of the Issuer’s initial business combination. The number of shares of Common Stock reported as beneficially owned by the Reporting Person does not include shares of Common Stock issuable upon exercise of the Redeemable Warrants.

Going by their linkedin activities.



We look forward to executing our ambitious growth trajectory, gaining access to additional M&A opportunities, and improving our access to capital and liquidity, all of which we believe will best position us to attract new investment partners and future success.

The ULHL Entities Acquisition will allow Unique to increase not only its logistics services footprint in the countries in which these companies operate – including China, Hong Kong, India, Taiwan, the United Kingdom, and Vietnam – but also to expand its exports to and trading among such countries and more broadly across Europe, Latin America, Canada, and Intra-Asia.

next acquisition could be Delamode International Logistics Ltd

$chek momentum continues
Expecting to settle at $8+

Do your DD

$chek getting much deserved momentum

They have 40 million cash in hand and


January 19, 2023 last US trial NCT05271656 modification shows they extended participants age from 50 to 45 years. This is big step and have to be already FDA and Hospitals approved. This will give Check-Cap access to much more participants and likely accelerate trial. This change was unexpected and wasn't mentioned in reports. Likely they did not expect it to happen so fast.

$chek January 19, 2023 last US trial NCT05271656 modification shows they extended participants age from 50 to 45 years. This is big step and have to be already FDA and Hospitals approved. This will give Check-Cap access to much more participants and likely accelerate trial. This change was unexpected and wasn't mentioned in reports. Likely they did not expect it to happen so fast.

Paid “SPAM”

//Watch out for that big 3a Capital dump before the deal closes. They know better than to hold 63m shares of UNQL commons before that 0.0029 conversion hits. Up and down, up and down.//
When are they going to dump ?
Will they increase 800 M OS to dump ?

$unql expanding to South America

Mickey Diaz and Marc Schlossberg with our newest partners Nexus Logistics S.A. We look forward to this new partnership which will bring services to our customers in seven Latin American countries including Argentina, Brazil, Chile, Colombia, Panama, Peru and Uruguay. #beunique #latinamerica #freightforwarding #aircargo #oceanfreight #logistics #argentina #brazil #chile #colombia #Panama #peru #uruguay

https://www.linkedin.com/company/uniquelogisticsinternational/

The global third-party logistics market size was valued at USD 956.80 billion in 2021 and is expected to expand at a compound annual growth rate (CAGR) of 8.6% from 2022 to 2030. The development of logistics infrastructure in the Asia and Middle East regions, the rapid growth of the e-commerce sector, and the development of new technologies are expected to significantly contribute to the market growth. Shippers are focusing on outsourcing the logistics activity to enhance their operations and cost-effectiveness. The increased working capital and globalization lead to the demand for efficient inventory management services. Moreover, the restructuring of the brick-and-mortar business model continues to provide dynamic growth to the industry.

I hope their nasdaq trading attempts will be succesful this time.

They also have 8.5 million working capital :)

As of November 30, 2022, the Company reported working capital of approximately $8.5 million compared with $4.2 million working capital as of May 31, 2022. The Company’s Earnings Before Interest, Tax, Depreciation and Amortization (“EBITDA”) contribution to working capital was $5.2 million and $10.2 million during the three and six months ended November 30, 2022. The Company has adequate cash availability through the TBK Facility.

As we report the current quarter and six months ended November 30, 2022, it is pertinent to compare our business base and the emerging trends with the equivalent periods from 2019 before Covid impacted the logistics industry. The equivalent period in 2019 was prior to the acquisitions in May 2020 and the comparisons are based on the aggregation of the three operating companies prior to the acquisition in May 2020. The Company’s 25 largest customers based on revenue during the period ended November 30, 2022, include 12 customers that were added after the acquisition in May 2020. In addition, the Company still retains 23 of the customers that were in the top 25 in 2019. Thus, the Company, today, has a significantly expanded customer base besides substantially retaining virtually all its legacy customers.

In terms of volume, the Company’s top 25 customers, today, ship more containers (94%) and more air freight weight (15%) compared with the top 25 customers in 2019. An identifiable trend in the market in the current period, versus 2019, is a significant shift in shipping from air to ocean. The Company expects air freight volumes to increase in the course of 2023.

Overall, the Company is well positioned to grow its business in the post Covid era as it continues to build its customer base, increases profitability, and makes strategic plans for organic growth and through the targeted acquisitions. We are expanding our sales organization, locking in procurement strategies and receiving positive feedback from our existing customers regarding their future shipping needs.

Unique Logistics International press release (OTCPK:UNQL): Q2 net income margin increased from 1% to 4% in the current quarter compared to the corresponding quarter in the prior year and our adjusted EBITDA margin from 2% to 6% in the same period.

going to sub pennies ?

I’m
expecting atleast 6 million net profit for the quarter.

Interesting timeline :

In addition to these standard termination provisions, the Merger Agreement also provides that the Company can terminate the Merger Agreement if the Debt Facility, or alternative debt financing, has not been provided to the Company by February 5, 2023, or has not been provided to the Company on terms and conditions as are the same as or are more favorable to the Company than the commercial terms and conditions contained in the Term Sheet.

thnx

COO exercised pay is $3.04 Million? (from
yahoo)
I think she was the instrumental player in securing kroger deal.
Can’t wait to see revenues and net profits.

Agreed.
unql is fairly safe play in otc land today.

Very valid

LJ-Bodhi
Re: NewOldGuy post# 18180
Wednesday, 01/19/2022 1:02:58 PM
I respectfully disagree with your analysis. All Series A and B preferred shares are held by company insiders, and more specifically, directors. The majority of those are held by CEO Ray for anti-takeover security to maintain 50% plus control.

No one (who is sophisticated) values this company based on diluted share analysis. You should dig a little deeper. Here's a first assignment. There is a current option to purchase majority positions in the much larger and numerous Asian offices for $22 million. That is definitely an arms length transaction since the company is buying from itself essentially. No funny business or wonky math. That puts the enterprise value of the Asian company full boat at around $40 million.

Now, explain to the class why $55 million is the "current" valuation of UNQL at .02 to .03. I believe your reliance on the diluted shares is improper, but am interested in your reasoning. Care to respond?

I have posted this article before and will do so one more time since we are on the NASDAQ doorstep. Fundamentals will be appreciated there, but the OTC is the land of manipulation. Sooooooo many folks have been taken advantage of with this ticker. Buy and hold folks, buy and hold.

https://www.griproom.com/fun/why-your-stock-is-always-red

Knowledge is power

//
LJ-Bodhi
Re: Geegee678 post# 18980
Monday, 01/24/2022 9:21:56 PM
Correct. At the current $.06 SP (I'm rounding) the opening Nasdaq price would be $18 with a 1:300 or $24 with a 1:400 split.

Just multiply current price times the split number to get the new price post-split. //

I like Fact based Deja Vu versions

//LJ-Bodhi
Re: maninnepa post# 19377
Wednesday, 01/26/2022 2:46:56 PM

Keep in mind, the P/E ratio in the $.04s is only a 2. The industry average P/E ratio is 27.2. Let that sink in. These are just MM games on the volume. Either one trusts the investment thesis or one doesn't. The day to day can drive someone crazy who doesn't know/trust the DD. My two cents (which coincidentally is the current EPS from the last Q.)//

Not sure what made you change mind on unql but those Fact based opinions are about to become reality soon

Why would they dump now prior to earnings?

$unql valuation is around $100 Million for spac route. This is after EAC’s stockholders elected to redeem an aggregate 25,912,336 shares.
Our dear friends LJ and CO do not care about enterprise value for $unql.
They want unql under sub pennies.

Big reversal

We all know you are “professional” voluntarily trying to help OTC retail from a scam called unql. We respect your time.

Just give us a number for unql enterprise value. Just a simple request.