Replies to post #24701 on Unique Logistics International Inc (UNQL)

[TimmayOHKAY]

Again, there is not a market for 21 million dollars in retail dilution. The SP would go to no-bid and drop to trips very quick. The uplist is probably already a done deal and they are waiting for more favorable market conditions. Either that, or they got the green light for everything to go ahead at a later date. Nobody in their right mind would do an IPO to NASDAQ right now.

[powerbattles]

Why you post the old agreement last year? That agreement was expired December 31, 2021. that are OBSOLETE are out of date no longer in general use. Why you change the year December 31, 2021 to December 31, 2022? I don't see anywhere state that year on filed Can you please show me where you seen that statements?

For the people that can't comprehend financials statement please read read read...On April 28, 2022 they enter into a new purchase agreement.

On April 28, 2022, Unique Logistics International, Inc. (the “Company”) entered into a stock purchase agreement (the “Purchase Agreement”), by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the “Seller”), whereby the Company acquired from the Seller all of Seller’s share capital (the “Purchased Shares”) in nine (9) of Seller’s subsidiaries (collectively the “Subsidiaries”) as listed in Schedule I of the Purchase Agreement.

We all fear what we do not understand. What we don’t know makes it potentially much worse. Below is the term stated clearly that they paid $21,000,000 CASH Only one million dollar promissory note. The “Note” and, together with the Cash Consideration, the “Purchase Price”).

As consideration for the Purchased Shares, the Company agreed to (i) pay the Seller $21,000,000 (the “Cash Consideration”); and (ii) issue to the Seller a $1,000,000 promissory note (the “Note” and, together with the Cash Consideration, the “Purchase Price”).

The Purchase Price is subject to certain adjustments set forth in the Purchase Agreement. Accordingly, in the event that the Seller Adjusted Net Asset Amount (as defined in the Purchase Agreement) is a positive number, the Purchase Price at Closing (as defined in the Purchase Agreement) shall be increased on a dollar-for dollar basis of such number up to a maximum of $4,500,000 (the “Adjusted Net Asset Maximum”, and such adjustment, the “Net Asset Positive Adjustment”), which shall be paid in two installments as a deferred dividend to Seller as follows: (A) one-half of the excess amount up to an aggregate amount of $2,500,000 to be paid at Closing, and (B) the remaining one-half of the excess amount up to an aggregate amount of $2,000,000 to be paid on the one (1) year anniversary of the Closing Date (as defined in Purchase Agreement

In addition to the Purchase Price for there is nothing hidden that will not be disclosed, and nothing concealed that will not be known or brought out into light. "The insider currently own over 95% of this company. This statement is wrong misleading to the reader. The insider Ray currently owns 58.3% of the common shares no more no less. He held serial B as long that not converted in to common shares then currently he owns only 58.3%

In addition to the Purchase Price, Seller will be eligible for an additional one-time cash earn-out payment (the “Earn Out Payment”), in the amount of (i) $2,500,000, if the EBITDA of the Purchased Shares, in the aggregate, exceeds $5,000,000 for the one-year period beginning on July 1, 2022 and ending June 30, 2023 (the “Earn Out Period”), or (ii) $2,000,000, if the EBITDA of the Purchased Shares, in the aggregate is equal to or less than $5,000,000 but exceeds $4,500,000, for the Earn Out Period, in each case, to be paid by the Company within 90 days of June 30, 2023.

https://www.otcmarkets.com/filing/html?id=15783935&guid=KtqwkpqXejruQOh