Notification of inability to timely file Form 10-Q or 10-QSB



STYLE="font: 10pt Times New Roman, Times, Serif">




















































UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549










FORM
12b-25










NOTIFICATION
OF LATE FILING





OMB
APPROVAL



OMB
Number: 3235-0058



Expires:
March 31, 2023



Estimated
average burden hours per response ... 2.50






SEC
FILE NUMBER



000-50612






CUSIP
NUMBER

























































































(Check
one):








Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR


















For
Period Ended:




February
28, 2022




















Transition Report on Form 10-K



















Transition Report on Form 20-F



















Transition Report on Form 11-K



















Transition Report on Form 10-Q



















Transition Report on Form N-SAR


















For
the Transition Period Ended:























Read
Instruction (on back page) Before Preparing Form. Please Print or Type.






Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein.













If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:









PART
I — REGISTRANT INFORMATION

















Unique
Logistics International, Inc.




Full Name of Registrant


















Former Name if Applicable



















154-09
146

th

Avenue




Address of Principal Executive Office

(Street and
Number)




















Jamaica,
NY 11434




City, State and Zip Code







































PART
II — RULES 12b-25(b) AND (c)









If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)


































(a)



The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;









(b)



The subject annual report,
semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and









(c)



The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.









PART
III — NARRATIVE









State
below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof,
could not be filed within the prescribed time period.








UNIQUE
LOGISTICS INTERNATIONAL, INC. (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly
Report on Form 10-Q for the period ended February 28, 2022 (the “Quarterly Report”) by the April 14, 2022 filing date applicable
to smaller reporting companies due to a delay experienced by the Registrant in completing its financial statements and other disclosures
in the Quarterly Report. As a result, the Registrant is still in the process of compiling required information to complete the Quarterly
Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements
for the period ended February 28, 2022 to be incorporated in the Quarterly Report. The Registrant anticipates that it will file the Quarterly
Report no later than the fifth calendar day following the prescribed filing date.









PART
IV — OTHER INFORMATION














(1)



Name and telephone
number of person to contact in regard to this notification





























Sunandan
Ray








(718)








978-2000







(Name)






(Area Code)






(Telephone Number)













































(2)



Have all other
periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been
filed? If answer is no, identify report(s).






Yes ☒ No ☐









(3)



Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof?






Yes
☒ No ☐












If so, attach an explanation
of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.





The Company expects to recognize a material non-operating
gain or loss related to the exchange of Convertible Notes for the Series C and D Convertible Preferred shares and recognition of
a derivative liability associated with the Preferred Stock


























UNIQUE
LOGISTICS INTERNATIONAL, INC.





(Name
of Registrant as Specified in Charter)








has
caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
























April 14, 2022



By:




/s/
Sunandan Ray







Name:



Sunandan
Ray






Title:



Chief
Executive Officer


















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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