Unique Logistics International Inc (UNQL)

[LJ-Bodhi]

Exactly as I accurately explained before, there is now only $17m left in the EAC trust account. EAC filed this public proxy statement today:

https://www.sec.gov/Archives/edgar/data/1832765/000110465923009835/tm234729d1_def14a.htm

Clearly disclosed in that proxy is this statement:

"On December 21, 2022, Edify held a special meeting of the stockholders at which the stockholders approved a proposal to amend our Amended and Restated Certificate of Incorporation (the “First Charter Amendment”) to allow Edify to extend the date by which Edify must consummate a business combination from January 20, 2023 (the date that is 24 months from the closing date of Edify’s IPO) to April 20, 2023 (the date that is 27 months from the closing date of Edify’s IPO) (the “Amended Date”) and on a monthly basis up to three times from the Amended Date to July 20, 2023 (the date that is 30 months from the closing date of the IPO) by (i) depositing $225,000 into Edify’s trust account for the three month extension from January 20, 2023 to the Amended Date (the “Initial Extension”) and (ii) depositing $75,000 for each subsequent one-month extension from the Amended Date to July 20, 2023. On January 17, 2023, Edify made a cash contribution of $225,000 to the trust account for the Initial Extension. In addition, the stockholders elected to redeem an aggregate of 25,912,336 shares of Edify’s Class A common stock in connection with the First Charter Amendment. As a result, an aggregate of $259,123,360 (or approximately $10.09 per share) was removed from Edify’s trust account to pay such stockholders and 1,687,664 shares of Edify’s Class A common stock were then issued and outstanding following such redemption. As of January 27, 2023, the record date for the Annual Meeting, there was approximately $17,513,455.16 held in the trust account."

Once (if) the reverse merger closes, that $17m will be diminished further by the nearly $10m owed to the underwriter and other costs and fees. Those 1.7m EAC shares will be added to the newly converted 28.2m UNQL shares, plus Colbeck's 5m shares. That will be 35m public UNQL/EAC shares in the OS at a price the market will very quickly determine is about $1/share. Proceed accordingly.

That $25m loan is supposed to close by this Sunday. So yes, the Asian Offices merger should close next week. Remember, the price is $22m being paid by a $25m loan. That loan will need to be repaid with a fair estimate of $4m/year if it's a 10-year term. Target EBITDA for those Asian Offices is only $5m, so it will be interesting how UNQL comes up with the $$$ to repay that huge loan year after year after year. In 3 years, the largest net profit was only $1.7m and the booming revenues from the pandemic are gone. Revenues dropped nearly 80% last quarter YOY. Not looking good IMHO. But what do I know???