STYLE="font: 10pt Times New Roman, Times, Serif">
As filed with the U.S. Securities and Exchange
Commission on October 4, 2021
Registration
Statement No. 333-
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
S-1
REGISTRATION
STATEMENT UNDER THE
SECURITIES
ACT OF 1933
UNIQUE
LOGISTICS INTERNATIONAL, INC.
(Exact
name of registrant as specified in its charter)
Nevada | 8742 | 01–0721929 | ||
|
|
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154-09
146th Ave,
Jamaica,
NY 11434
Tel:
(718) 978-2000
(
Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices
)
(
Name,
address, including zip code, and telephone number, including area code, of agent for service
)
Copies
to:
|
|
Approximate
date of commencement of proposed sale to the public
: As soon as practicable after this registration statement becomes effective.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering.
If
this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ | Accelerated filer ☐ |
Non-accelerated filer ☒ | Smaller reporting company ☒ |
Emerging growth company ☐ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
Title of Each Class of Securities To Be Registered | Proposed Maximum Aggregate Offering Price (1) |
| ||||||
Common stock, $0.001 par value per share | $ | 41,000,000 | (4) | $ | 4,473.10 | |||
Representatives’ Warrant to Purchase Common Stock (2) | N/A | N/A | ||||||
Shares of Common Stock issuable upon exercise of Representatives’ Warrant (3) | - | - | ||||||
Total | $ | 41,000,000 | $ | 3,800.70 | ||||
(1) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. Includes shares to be sold upon exercise of the underwriters’ option to purchase additional shares. |
(2) | In accordance with Rule 457(g) under the Securities Act, because the shares of the Registrant’s common stock underlying the Representative’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby. |
(3) |
|
(4) | Includes 25,000,000 shares of common stock being sold to the underwriters by the selling stockholders based on the Company’s stock price of $0.04 shares on September 30,2021. |
In
accordance with Rule 416(a) under the Securities Act, the registrant is also registering hereunder an indeterminate number of shares
that may be issued and resold resulting from stock splits, stock dividends or similar transactions.
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The
information in this preliminary prospectus is not complete and may be changed. We and the selling stockholders may not sell these securities
until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an
offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale
is not permitted.
PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, DATED [●], 2021 |
UNIQUE
LOGISTICS INTERNATIONAL, INC.
________
Shares of Common Stock
We
are offering ___________ shares of Common Stock, par value $0.001 (“Common Stock”, and each a “Share” and
collectively, the “Shares”) of Unique Logistics International, Inc. (the “Company,” “Unique
Logistics,” “we,” “our” or “us”) at $___ per share of Common Stock. In addition, the
selling stockholders identified herein (the “Selling Stockholders”) are offering 25,000,000 shares of common stock, The
25,000,000 shares of common stock offered by the Selling Stockholders is defined herein as the “Selling Stockholder
Shares.” Our Common Stock is currently traded on the OTC Capital Markets under the symbol UNQL. On September 30,
2021, the last reported sale of our Common Stock was $0.04. We have applied to list our Common Stock on the Nasdaq
Capital Market under the symbol “UNQL”. No assurance can be given that our application will be approved. We will not
proceed with this offering in the event the Common Stock is not approved for listing on Nasdaq. Quotes for shares of our common
stock on the OTC Capital Markets may not be indicative of the market price on The Nasdaq Capital Market.
The
actual offering price per share was negotiated between EF Hutton, division of Benchmark Investments, LLC, as representative of the underwriters
in this offering (the “Underwriters”) and us. All share and per-share information, as well as all financial information,
contained in this prospectus has been adjusted to give effect to the one-for-_______(1-for-__) reverse stock split (the “Reverse
Stock Split”), which was implemented on ____________ __, 2021 and effective at the commencement of trading of our Common Stock
on __________ __, 2021.
Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus. You
should carefully consider these risk factors, as well as the information contained in this prospectus, before purchasing any of the securities
offered by this prospectus.
Per Share | Total | |||||||
Offering price | $ | $ | ||||||
Underwriter’s discounts (1) | $ | $ | ||||||
Proceeds to our company before expenses | $ | $ | ||||||
Proceeds, before expenses, to the selling stockholders | $ | $ | ||||||
(1) | See “Underwriting” beginning on page 71 for additional information regarding underwriting compensation. |
NEITHER
THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED
UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We
have granted a 45-day option to the representative of the Underwriters, exercisable one or more times in whole or in part, to purchase
up to additional shares of Common Stock to cover over-allotments, at the public offering price per share of Common Stock, less, in each
case, the underwriting discounts payable by us. The securities issuable upon exercise of this overallotment option are identical to those
offered by this prospectus and have been registered under the registration statement of which this prospectus forms a part.
The
underwriters expect to deliver the securities against payment in New York, New York on or about ,
2021.
Sole
Book-Running Manager
EF
HUTTON
division
of Benchmark Investments, Inc.
TABLE
OF CONTENTS
No
dealer, salesperson or other person is authorized to give any information or to represent anything not contained in this prospectus.
You must not rely on any unauthorized information or representations. This prospectus is an offer to sell only the shares of Common Stock
offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus
is current only as of its date.
You
should rely only on the information contained in this prospectus. Neither we, the selling stockholders nor the Underwriters have authorized
anyone to provide any information or to make any representations other than those contained in this prospectus we have prepared. Neither
we, the selling stockholders nor any of the Underwriters take responsibility for, and can provide assurance as to the reliability of,
any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under
circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus is current only as of its
date. You should also read this prospectus together with the additional information described under “Additional Information.”
Neither
we nor any of the underwriters have done anything that would permit this offering or possession or distribution of this prospectus in
any jurisdiction where action for that purpose is required, other than the United States. You are required to inform yourself about,
and to observe any restrictions relating to, this offering and the distribution of this prospectus.
We
also use certain trademarks, trade names, and logos that have not been registered. We claim common law rights to these unregistered trademarks,
trade names and logos.
Unless
the context otherwise requires, we use the terms “we,” “us,” “the Company,” “Unique,”
“Unique Logistics” and “our” to refer to Unique Logistics International, Inc. and its consolidated subsidiaries.
2 |
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 and Section
21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These statements relate to future events including,
without limitation, the terms, timing and closing of our proposed acquisitions or our future financial performance. We have attempted
to identify forward-looking statements by using terminology such as “anticipates,” “believes,” “expects,”
“can,” “continue,” “could,” “estimates,” “expects,” “intends,”
“may,” “plans,” “potential,” “predict,” “should,” “will,” or
the negative of these terms or other comparable terminology. These statements are only predictions; uncertainties and other factors may
cause our actual results, levels of activity, performance, or achievements to be materially different from any future results, levels
or activity, performance, or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations
reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.
Our expectations are as of the date of this prospectus, and we do not intend to update any of the forward-looking statements after the
date this prospectus to confirm these statements to actual results, unless required by law.
You
should not place undue reliance on forward looking statements. The cautionary statements set forth in this prospectus identify important
factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:
● | changes in the market acceptance of our products; | |
● | increased levels of competition; | |
● | changes in political, economic or regulatory conditions generally and in the markets in which we operate; | |
● | our relationships with our key customers; | |
● | our ability to retain and attract senior management and other key employees; | |
● | our ability to quickly and effectively respond to new technological developments; | |
● | our ability to protect our trade secrets or other proprietary rights, operate without infringing upon the proprietary rights of others and prevent others from infringing on the proprietary rights of the Company; and | |
● | other risks, including those described in the “Risk Factors” discussion of this prospectus, including the risks in relation to the current global Covid epidemic. |
The
foregoing list of important factors does not include all such factors, nor necessarily present them in order of importance. In
addition, you should consult other disclosures made by the Company (such as in our other filings with the SEC or in our press
releases) for other factors that may cause actual results to differ materially from those projected by the Company. For additional
information regarding risk factors that could affect the Company’s results, see “Risk Factors” beginning on page
22 of this prospectus, and as may be included from time-to-time in our reports filed with the SEC.
The
Company intends the forward-looking statements to speak only as of the time of such statements and does not undertake or plan to update
or revise such forward-looking statements as more information becomes available or to reflect changes in expectations, assumptions or
results. The Company can give no assurance that such expectations or forward-looking statements will prove to be correct. An occurrence
of, or any material adverse change in, one or more of the risk factors or risks and uncertainties referred to in this prospectus, could
materially and adversely affect our results of operations, financial condition, and liquidity, and our future performance.
Industry
Data and Forecasts
This
prospectus also contains estimates and other statistical data made by independent parties and by us relating to market size and growth
and other industry data. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to
such estimates. We have not independently verified the statistical and other industry data generated by independent parties and contained
in this prospectus. In addition, projections, assumptions, and estimates of our future performance and the future performance of the
industries in which we operate are necessarily subject to a high degree of uncertainty and risk due to a variety of factors. Our actual
results could differ materially from those anticipated in the forward-looking statements for many reasons,; that we may be unable to
maintain or grow sources of revenue; that we may be unable to maintain profitability; that we may be unable to attract and retain key
personnel; or that we may not be able to effectively manage, or to increase, our relationships with customers; and that we may have unexpected
increases in costs and expenses. These and other factors could cause results to differ materially from those expressed in the estimates
made by the independent parties and by us.
Reverse
Stock Split
We
expect to effect a reverse stock split of our Common Stock at a ratio of up to 1-for-[●]. No fractional shares will be issued in
connection with the reverse stock split and all such fractional interests will be rounded up to the nearest whole number of shares of
common stock. The conversion or exercise prices of our issued and outstanding convertible securities, stock options and warrants will
be adjusted accordingly. Following the effectiveness of the reverse stock split, all information presented in this prospectus other than
in our consolidated financial statements and the notes thereto will be adjusted to give effect to such reverse stock split.
3 |
This
summary highlights selected information contained elsewhere in this prospectus. This summary does not contain all of the information
that you should consider before deciding to invest in our Common Stock. You should read the entire prospectus carefully, including the
“Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,”
and our combined financial statements and the related notes thereto that are included elsewhere in this prospectus, before making an
investment decision.
Overview
Unique
Logistics International, Inc. (“Unique Logistics” or “Unique” or “the Company”) provides a
full range of global logistics services by providing to its customers a robust international network that strategically supports the
movement of its customers goods. Acting solely as a third-party logistics provider, Unique purchases available cargo space in volume
from its network of carriers (such as airlines, ocean shipping, and trucking lines) and resells that space to our customers. Unique Logistics
does not own any of these ships, trucks, or aircraft and does not plan on entering the ownership model.
Operating
via its wholly owned subsidiaries, Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”) and Unique
Logistics International (NYC), LLC, a Delaware limited liability company, Unique Logistics provides a range of international logistics
services that enable its customers to outsource to the Company sections of their supply chain process. The services provided by the Company
are seamlessly managed by its network of trained employees and integrated information systems. We enable our customers to share data
regarding their international vendors and purchase orders with us, execute the flow of goods and information under their operating instructions,
provide visibility to the flow of goods from factory to distribution center or store and when required, update their inventory records.
The Company operates in a business environment
where both our customers as well as our suppliers are potentially impacted by the Covid-19 pandemic. Our customer base includes several
customers whose business involves retail to the public through brick and mortar stores, many of them in shopping malls. In the period
February 2020 to May 2020, many such customers faced significant downturn in their business resulting in shut down of supply chains and
business loss for our Company. The Company’s operating subsidiaries secured PPP loans from the government that enabled us to maintain
our operations and meet our overhead commitments in this period. Driven initially by online retail and later by the opening of in-person
retail, by February 2021 most of our customers saw their business recover to pre-pandemic levels. As the business of our customers recovered, the Company’s business
steadily increased and surpassed pre-pandemic era volumes.
Company
Structure and History
Unique
Logistics International, Inc. (the “Company” or “Unique”) (formerly Innocap, Inc.) was incorporated in Nevada
on January 23, 2004. Innocap, Inc. became a publicly traded company in 2004. In May 2011, the Company changed its business plan to researching
the location of and salvaging sunken ships. Until October 2020, the Company had been actively negotiating several research and salvage
projects including in Indonesia and Malaysia in connection with ships that were sunk during World War II.
On
October 8, 2020, the Company, Inno Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the Company (the “Merger
Sub”), and Unique Logistics Holdings, Inc., a privately-held Delaware corporation headquartered in New York (“UL HI”),
entered into an Acquisition Agreement and Plan of Merger (the “Acquisition Agreement”) pursuant to which the Merger Sub was
merged with and into UL HI, with UL HI surviving as a wholly-owned subsidiary of Innocap Inc. (the “Merger”). The transaction
(the “Closing”) took place on October 8, 2020 (the “Closing Date”). Innocap Inc. acquired, through a reverse
triangular merger, all of the outstanding capital stock of UL HI in exchange for issuing UL HI’s shareholders (the “UL HI
Shareholders”), pro-rata, an aggregate of 1,000,000 million shares of preferred stock, with certain of UL HI Shareholders receiving
130,000 shares of Innocap Inc.’s Series A Preferred Stock par value $0.001 per share, and certain of the UL HI Shareholders receiving
of 870,000 shares of Innocap Inc.’s Series B Preferred Stock, par value $0.001 per share. Immediately after the Merger was consummated,
and further to the Acquisition Agreement, certain affiliates of Innocap Inc. cancelled a total of 45,606,489 shares of Innocap Inc.’s
common stock, and 1,000,000 shares of Preferred Stock held by them (the “Cancellation”). In consideration of the Cancellation
of such shares of Innocap Inc.’s common stock and preferred stock, Holdings agreed to assume certain liabilities of Innocap Inc.
As a result of the Merger and the Cancellation, the UL HI Shareholders became the majority shareholders of the Company. Immediately following
the Closing of the Merger, Innocap Inc. changed its business plan to that of UL HI.
On
January 11, 2021, Innocap Inc. filed a certificate of amendment to its articles of incorporation with the Secretary of State of the State
of Nevada, for the adoption of amended and restated articles of incorporation of Innocap Inc. (the “Amended and Restated Articles
of Incorporation”). The adopted Amended and Restated Articles of Incorporation: (i) increased the number of authorized common stock
from 500,000,000 shares to 800,000,000 shares; and (ii) changed the Company’s name to Unique Logistics International, Inc. (the
“Company”).
The
Name Change was approved by the Financial Industry Regulatory Authority (FINRA) and became effective in the market on January 14, 2021.
4 |
Unique
Logistics Holdings Management Buyout Transaction
The
Company’s wholly owned subsidiary, Unique Logistics Holdings, Inc. (“Unique”) a Delaware corporation, was formed on
October 28, 2019, for the purpose of conducting a management buyout of three United States subsidiaries majority owned by Unique Logistics
Holdings Ltd., a Hong Kong company (“UL HK”) (the “Management Buy Out Transaction”).
UL
HK was incorporated in Hong Kong in 1983. UL HK commenced its business with a focus on transpacific logistics services because of the
increasing demands of trade between Hong Kong and the United States. The initial focus was on air freight services, but UL HK quickly
diversified into ocean freight services. In its first fifteen years of operations, UL HK established itself as a major international
logistics service provider in Hong Kong. Driven by the needs of its customer base, from 1997 through 2012, UL HK established a network
of offices throughout Asia and the United States. By the end of 2012, the Unique Logistics brand was well recognized in several Asian
countries including China, India, and Vietnam. In the United States, UL HK offices in Boston, Atlanta, New York, Los Angeles, and Chicago
had a growing United States customer base in several sectors such as fashion, department stores, furniture, toys, and home goods. The
vast majority of ULHK’s international business consisted of services pertaining to United States based companies.
On
May 29, 2020 (the “Buyout Transaction Date”)
,
Unique entered into that certain Securities Purchase Agreement (“UL
HK Purchase Agreement”) by and between Unique and UL HK, pursuant to which the Company purchased from UL HK (i) sixty percent (60%)
of the membership interests of Unique Logistics International (ATL) LLC, a Georgia limited liability company (“UL ATL”);
(ii) eighty percent (80%) of the common stock of Unique Logistics International (BOS) Inc, a Massachusetts corporation (“UL BOS”);
and (iii) sixty-five percent (65%) of Unique Logistics International (USA) Inc., a New York corporation, a sole owner of Unique Logistics
International (NYC), Inc. (“UL NYC”), for a purchase price of: (i) US$6,000,000, to be paid in accordance with the following
(a) $1,000,000 in cash (the “UL HK Cash Purchase Price”); (b) $5,000,000 in the form a subordinated promissory note issued
in favor of UL HK and (c) 1,500,000 shares of common stock of Unique Logistics Holdings, representing on issuance 15% of fully paid and
non-assessable shares of common stock then outstanding on a fully diluted basis (the “UL HK Stock Purchase Price”). Pursuant
to the UL HK Purchase Agreement, Unique has been granted an option to purchase 50% of UL HK’s interest in Unique Logistics International
(North and East China) Company Limited and its affiliated companies (collectively “UL China”) and has been granted an option
to purchase 65% of UL HK’s interest in Unique Logistics International India (Private) Limited (“UL India”) within 12
months of the Buyout Transaction Date.
In
connection with the Management Buyout Transaction, Unique also entered into three separate securities purchase agreements with the minority
interest holders of UL ATL (the “UL ATL Transaction”), UL BOS (the “UL BOS Transaction”) and UL NYC (the “UL
NYC Transaction”), respectively, whereby, together with the consummation of the Management Buy Out Transaction, each such entity
became a wholly owned subsidiary of Unique Logistics Holdings.
BUSINESS
Unique
Logistics primary services include:
● | Air Freight services | |
● | Ocean Freight services | |
● | Customs Brokerage and Compliance services | |
● | Warehousing and Distribution services | |
● | Order Management |
Air
Freight Services
Operating
as an Indirect Air Carrier (IAC) or an airfreight consolidator, Unique Logistics provides both time savings and cost-effective air freight
options to its customers. An expansive global network enables the Company to offer door to door service allowing customers to benefit
from our expert staff for guidance with the physical movement of cargo and documentation compliance. Unique purchases cargo space from
airlines on a volume basis and resells that space to our customers at a lower price than they would be able to negotiate themselves for
their individual shipments. The Company, through its integrated management system, determines the best routing for shipments and then
arrangements are made to receive the cargo into a designated warehouse. Upon receipt, cargo is inspected and weighed, documentation is
collected and export clearance is processed. Once cargo is cleared it is prepared for departure. Unique Logistics offers real-time tracking
visibility for customers to view when an order is booked, departs and arrives. Unique Logistics contracts with a worldwide network of
airlines and other service providers to provide the best airfreight service in assisting importers to ship using the most efficient and
cost-effective method. Some of the selections we offer include:
● | Domestic, deferred, express and charter services, which permit customers to choose from a menu of different priority options that secure at different price levels, greater assurance of timely delivery | |
● | Port to Port and Door to Door shipments, which provide customers the option of managing, independently, the post arrival services such as delivery or clearance if the Company is not providing such services | |
● | Global blocked space agreements (BSA), which guarantee the availability of space on certain flights |
5 |
● | Air and ocean combination shipment which offer cost effective transportation using multimodal, combination movements, by one mode to an international hub, such as Dubai, UAE or Singapore and converting to a different mode at the hub | |
● | Air and transload dedicated truck shipment, where arriving cargo is transferred from airline container or pallet into a truckload ready for delivery | |
● | Dangerous goods handling requiring qualified handling | |
● | Refrigerated cargo |
Ocean
Freight Services
Operating
as an ocean transportation intermediary (“OTI”) to provide ocean freight service both as a non-vessel owning common carrier
(“NVOCC”) and ocean freight forwarder, Unique Logistics provides to its customers ocean freight consolidation, direct ocean
forwarding, and order management. We are a common carrier that holds itself out to the public to provide ocean transportation, issues
its own house bills of lading or equivalent document, but does not operate the vessels by which ocean transportation is provided. The
Company’s roles and responsibilities in ocean freight services include the following:
● | Selecting the most optimal ocean carriers based on both cost and service. The Company has NVOCC contracts with multiple ocean carriers and is thus able to offer its customers a choice in service; | |
● | Entering into contract/rate agreement with clients to transport their ocean shipments. Under such contracts the customer is assured of the Company’s pricing and weekly capacity to carry the customer’s cargo; | |
● | Consolidating shipments at origin/deconsolidating of freight at destination. This enables the customer to receive the economics of a consolidated container rate rather than a higher rate for less than full container load (“LCL”). It also makes delivery at destination more efficient; | |
● | Arranging pick-up of shipment at origin and deliver at destination, with a factory to door service; | |
● | Preparing and processing the documentation/clearance (customs/security) for shipments during ocean transit, in advance of arrival of shipment at destination; | |
● | Ocean freight services are provided in both major and minor trade lanes with representation in all trading nations in Americas, Asia, and Europe; | |
● | Offering a wide array of services typically performed by multiple services providers including but not limited to, offering options to customers on ocean carrier service choices prior to final selection and securing such space based on customer requirement; this enables our customers to delegate more of its logistics management to us whereas a more limited range of service would require the customer to deal with multiple service providers; | |
● | Communicating on any regulation/compliance issues on exporting and importing shipments; | |
● | Playing intermediary role at any point of ocean transportation based on customer’s routing preferences; and | |
● | Providing space acquisition on carrier service for committed delivery during high demand period, and providing lower price option in weak demand season for utmost cost saving. |
Customs
Brokerage and Compliance Services
Unique
Logistics is a licensed United States customs broker whose mission is to ensure that its importing clients are in compliance with all
required regulations. Our services help importers clear cargo with the U.S. Customs and Border Protection, including documentation collection,
valuation review, product classification, electronic submission to customs and the collection and payment of duties, tariffs and fees.
Unique Logistics works with importers to develop a compliant trade program including product databases, compliance manuals and periodic
internal audits. The development of product databases has become critical in the current economic environment due to the increasing trade
tensions and various tariffs imposed as a result. Unique Logistics also offers importers tools to improve on efficiency such as reporting,
visibility and trade consulting including training seminars. Additional services include:
● | Preparation of the Import Security Filing (10+2) required to be on file 24 hours prior to shipment departure; | |
● | Clearance and compliance with other government agencies such as the Food and Drug Administration, U.S. Department of Agriculture, Consumer Product Safety Commission and U.S. Fish & Wildlife Service; | |
● | Focused assessment and internal audit to determine and eliminate weak areas of compliance; |
6 |
● | Post-entry service to change past entries and take advantage of tariff exclusions granted after the original entry was processed; | |
● | Binding rulings to obtain pre-entry classification; | |
● | Classification & valuation; | |
● | Trade agreements; | |
● | Warehouse entries to defer duty; | |
● | Licensing and country of origin marking requirements; | |
● | Free Trade Zone (FTZ); | |
● | Duty drawback to get duty back on items exported under certain requirements; and | |
● | Cargo insurance coverage |
Warehousing
and Distribution Services
Unique
Logistics operates a warehousing facility in Santa Fe Springs, CA and plans to expand such services through its own managed facilities.
Unique Logistics also provides warehousing and distribution services through third party facilities. Our current facility is leased to
the Company and is 110,000 sq. ft. with storage capacity for around 9,000 pallets and 10 dedicated employees.
Warehousing
and Distribution services enable Unique Logistics to greatly expand its involvement in our customers’ supply chain, post arrival
of international shipments into the United States. By providing inventory management, order fulfillment, and other services, our customers
benefit from cost savings related to space, equipment and labor due to efficiencies of scale. Our list of Warehousing and Distribution
Services include the following:
● | Transloading of cargo from incoming containers to trucks for delivery | |
● | Pick and pack services | |
● | Quality control services under customer instructions | |
● | Kitting | |
● | Storage | |
● | Inventory management | |
● | Delivery services, including e-Commerce fulfillment services |
Order
Management
Unique
Logistics offers order management services providing importers with total visibility on every order from the time placed with the supplier
to door delivery. Importers send orders electronically immediately upon creation giving the Company the ability to assist in firmly holding
suppliers to shipping windows. Ultimately this results in optimizing consolidation and improved on-time delivery. Order management also
gives importers the power to control their supply chain by monitoring key milestone events, track order status and manage delivery to
the end consumer.
Order
Management features:
● | Importer and vendor EDI integration | |
● | Key milestone notifications customized per importers’ requirements | |
● | Vendor, booking and document management | |
● | Customized reporting including exception reporting for maximum efficiency | |
● | Consolidation management | |
● | Tracking visibility in real-time |
Other
Benefits include:
● | Single Data Platform | |
● | Avoids a manual booking process | |
● | Eliminates unnecessary data entry | |
● | Document visibility and historical recordkeeping |
7 |
● | Vendor KPI management | |
● | Live milestone updates |
Seasonality
Historically,
our own operating results as well as the industry as a whole have been subject to seasonal demand. With our financial year end of May
31, typically our first and second quarters are the strongest with the fourth quarter being the weakest; however, there are no guarantees
that these trends will continue or that the COVID-19 pandemic will not cause any other business disruptions. It is widely understood
in the industry that these seasonal trends are influenced by a number of factors, including weather patterns, national holidays, economic
conditions, consumer demand, major product launches, as well as a number of other market forces. Since many of these forces are unforeseen
there is no way for us to provide assurances that these seasonal trends will continue.
Growth
Strategy
Unique
Logistics has established plans to grow its business by focusing on four key areas: (1) organic growth and expansion in existing markets;
(2) strategic acquisitions; (3) warehousing and distribution; and (4) specialized services to United States companies on their overseas
logistics needs in targeted Asian markets.
Organic
Growth and Expansion in Existing Markets:
We plan to focus on developing business domestically
to drive organic growth. Since the Management Buyout Transaction (See “Unique Logistics Holdings Management Buyout Transaction”),
we have significantly improved our operating efficiencies in the areas of procurement, customer service, finance and administration.
We believe this will result in much lower overhead and the ability to build a uniform marketing strategy to build market share and further
the brand recognition of Unique Logistics throughout the United States. Additionally, the Company will continuously assess its Information
Technology environment based on emerging trends in logistics and customer requirements. The first step in the strategy is already in
place: a single operating platform. We will continue to build add-on service tools that enhance our operating platform. One key area
for technology focus will be the seamless delivery of e-Commerce services from origin to consumer with shipment visibility for both customer
and the customer’s consumer.
8 |
We
believe Unique Logistics’ business base that includes three out of the fifty largest importers in the United States can be expanded
by building our sales organization and the support organization to successfully deliver our brand of service. The targeted growth areas,
to secure the business of other major importers as well as exporters, include Charlotte, NC, Dallas, TX, Houston, TX and Seattle,
WA.
Strategic
Acquisitions:
We
currently maintain an option to acquire ownership of significant foreign subsidiaries of Unique Logistics Holdings Ltd. (“ULHK”), a Hong Kong company that are critical to our ability to meet our customers’ international requirements.
Through the Consulting Services Agreement between the Company and Great Eagle Freight Limited, (“GEFD) a Hong Kong company,
we will ensure that the international brand of Unique Logistics and the seamless services provided to customers remains in place
even before the options to acquire ULHK’s foreign subsidiaries are exercised. Additionally, it is our intention to increase our
business by seeking additional opportunities through potential domestic acquisitions, revenue sharing arrangements, partnerships or investments.
Warehousing
and Distribution
Unique
Logistics has successfully established a major warehousing facility in Santa Fe Springs, CA and now has in-house the management expertise
(commercial as well as operational) in successfully managing such facilities. Unique Logistics has also identified a method of identifying
growth opportunities by focusing on specific areas of the United States and existing well-constructed facilities where lease assumption
is available with an existing customer base.
Specialized
Services to US Companies in Overseas Markets
Unique
Logistics has several decades of experience in Asian markets such as China, India, Vietnam and Indonesia. Unique Logistics is constantly
dealing with a United States customer base that seeks to do business in these areas but requires local expertise. We have the experience
and the connections to assist United States companies with local importation, local warehousing and distribution and other local logistics
and trade compliance services. We plan to build on our expertise in these four specific countries to build tailored services to US customers,
including in business consulting pertaining to logistics and related trade services.
Government
Regulations and Security
Our
industry is subject to regulation and supervision by several governmental authorities.
Operations
The
U.S. Department of Transportation (“DOT”), the Federal Aviation Administration (“FAA”) and the U.S. Department
of Homeland Security, through the Transportation Security Administration (“TSA”), have regulatory authority over our air
transportation services. The Federal Aviation Act of 1958, as amended, is the statutory basis for DOT and FAA authority and the Aviation
and Transportation Security Act of 2001, as amended, is the basis for TSA aviation security authority.
All
United States indirect air carriers are required to maintain prescribed security procedures and are subject to periodic audits by the
TSA. Our overseas offices and agents are licensed as airfreight forwarders in their respective countries of operation. Our offices are
licensed as an airfreight forwarder from the International Air Transport Association (IATA), a voluntary association of airlines and
air transport related entities that prescribes certain operating procedures for airfreight forwarders acting as agents for its members.
The
shipping of goods by sea is regulated by the Federal Maritime Commission (“FMC”). Our Company is licensed by the FMC to operate
as an Ocean Transportation Intermediary (“OTI”) and as an NVOCC. As a licensed OTI and NVOCC, we are required to comply with
several regulations, including the filing of our tariffs.
Under
Department of Homeland Security regulations, we are a qualified participant in the Customs- Trade Partnership Against Terrorism (“C-TPAT”)
program requiring us to be compliant with relevant security procedures in our operations.
9 |
We
are licensed as a customs broker by the U.S. Customs and Border Protection (CBP) Agency of DHS, nationally and in each U.S. customs district
in which we do business. All United States customs brokers are required to maintain prescribed records and are subject to periodic audits
by CBP. In other jurisdictions in which we perform customs clearance services, we are licensed by the appropriate governmental authority
where such license is required to perform these services.
We
do not believe that current United States and foreign governmental regulations impose significant economic restraint upon our business
operations. However, the regulations of foreign governments can impose barriers to our ability to provide the full range of our business
activities in a wholly or majority United States-owned subsidiary. For example, foreign ownership of a customs brokerage business is
prohibited in some jurisdictions and, less frequently, the ownership of the licenses required for freight forwarding and/or freight consolidation
is restricted to local entities. When we encounter this sort of governmental restriction, we work to establish a legal structure that
meets the requirements of the local regulations, while also providing the substantive operating and economic advantages that would be
available in the absence of such regulation. This can be accomplished by creating a joint venture or exclusive agency relationship with
a qualified local entity that holds the required license.
Environmental
We
are subject to federal, state and local environmental laws and regulations across all of our business units. These laws and regulations
cover a variety of processes, including, but not limited to: proper storage, handling and disposal of waste materials; appropriately
managing wastewater and stormwater; monitoring and maintaining the integrity of underground storage tanks; complying with laws regarding
clean air, including those governing emissions; protecting against and appropriately responding to spills and releases and communicating
the presence of reportable quantities of hazardous materials to local responders. We have established site- and activity-specific environmental
compliance and pollution prevention programs to address our environmental responsibilities and remain compliant. In addition, we have
created several programs which seek to minimize waste and prevent pollution within our operations.
Employees
and Human Capital
As
of August 30, 2021, the Company had 108 employees. None of our employees are represented by a union or covered by a collective bargaining
agreement. We have not experienced any work stoppages and we consider our relationship with our employees to be good.
Our
human capital resources objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing
and new employees, advisors and consultants. The principal purposes of our equity incentive plan is to attract, retain and reward personnel
through the granting of stock-based compensation awards, in order to increase stockholder value and the success of our company by motivating
such individuals to perform to the best of their abilities and achieve our objectives.
Properties
Our
corporate headquarters are currently located at 154-09 146
th
Avenue, Jamaica, NY 11434 where we occupy 2,219 square feet.
Monthly rent for this space is approximately $5,000 per month and our lease expires on April 30, 2024.
A
full list of properties leased by the Company are set out below:
LOCATION | LEASE | MONTHLY | SQUARE | |||||||||||
CITY, STATE | EXPIRATION | RENT | FEET | FUNCTION | ||||||||||
JAMAICA, NY | 4/30/2024 | $ | 4,813.75 | 2,219 | OFFICE | |||||||||
JAMAICA, NY | 7/15/2022 | $ | 4,000.00 | 1,440 | WAREHOUSE | |||||||||
ATLANTA, GA | 10/31/2028 | $ | 13,227.67 | 5,669 | OFFICE | |||||||||
CHELSEA, MA | 9/30/2022 | $ | 900.00 | 600 | OFFICE | |||||||||
MIDDLETON, MA | 7/31/2025 | $ | 10,620.75 | 5,202 | OFFICE | |||||||||
SANTA FE SPRINGS, CA | 10/15/2022 | $ | 108,410.96 | 110,791 | WAREHOUSE/ OFFICE | |||||||||
CHARLOTTE, NC | 6/302025 | $ | 3,896.06 | 1,889 | OFFICE | |||||||||
ITASCA, IL | 5/31/2026 | $ | 4,383.75 | 2,338 | OFFICE | |||||||||
ROANOKE, VA | 6/1/2022 | $ | 595.57 | 685 | OFFICE | |||||||||
10 |
Our
spaces are utilized for office and warehouse purposes, and it is our belief that the spaces are adequate for our immediate needs. Additional
space may be required as we expand our business activities. We do not foresee any significant difficulties in obtaining additional facilities
if deemed necessary.
Legal
Proceedings
The
Company is not involved in any disputes and does not have any litigation matters pending which the Company believes could have a materially
adverse effect on the Company’s financial condition or results of operations. There is no action, suit, proceeding, inquiry or
investigation before or by any court, public board, government agency, self-regulatory organization or
The above information was disclosed in a filing to the SEC. To see the filing, click here.
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