INNO Harbor Disruptive Innovation ETF

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended November 30, 2024

 

or

 

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from _________ to _________

 

Commission file number: 000-50612

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

 

Nevada		01-0721929
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
154-09 146th Ave, Jamaica, NY		11434
(Address of principal executive offices)		(Zip Code)

 

(718) 978-2000

(Registrant’s telephone number, including area code)

 

Securities registered under Section 12(b) of the Act:

 

Title of each class		Trading symbol(s)		Name of exchange on which registered
None		None		None

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

 

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

 

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 13(a) of the Exchange Act: ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

 

As of March 7, 2025 there were 799,141,770 shares of the registrant’s common stock outstanding.

 

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 2024

 

TABLE OF CONTENTS

 

		Page
PART I. FINANCIAL INFORMATION		F-1
ITEM 1.	Financial Statements	F-1
	Condensed Consolidated Balance Sheets	F-1
	Condensed Consolidated Statements of Operations	F-2
	Condensed Consolidated Statements of Comprehensive Income	F-3
	Condensed Consolidated Statements of Changes in Stockholders’ Equity	F-4
	Condensed Consolidated Statements of Cash Flows	F-5
	Notes to Condensed Consolidated Financial Statements	F-6
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	9
ITEM 4.	Controls and Procedures	9
PART II. OTHER INFORMATION
ITEM 1.	Legal Proceedings	10
ITEM 1A.	Risk Factors	10
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	10
ITEM 3.	Defaults Upon Senior Securities	10
ITEM 4.	Mine Safety Disclosures	10
ITEM 5.	Other Information	10
ITEM 6.	Exhibits	11
SIGNATURES		12

 

 

PART I - FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

		November 30, 2024				May 31, 2024
		(Unaudited)				(Audited)
ASSETS
Current Assets:
Cash and cash equivalents		$	3,654,640			$	3,799,561
Accounts receivable, net			51,961,163				38,601,255
Contract assets			5,731,952				3,961,199
Other current assets and prepaids			6,069,840				5,370,376
Total current assets			67,417,595				51,732,391
Property and equipment, net			700,952				659,701
Other noncurrent assets:
Goodwill			23,357,690				20,516,018
Intangible assets, net			11,735,541				11,196,171
Equity-method investments			4,426,572				3,457,449
Operating lease right-of-use assets, net			7,629,534				9,019,914
Deferred tax asset, net			976,363				4,307,486
Other noncurrent assets			2,419,833				2,426,314
Total other noncurrent assets			50,545,533				50,923,352
Total assets		$	118,664,080			$	103,315,444
Liabilities and Stockholders’ Equity
Current Liabilities:
Accounts payable		$	32,858,075			$	19,983,859
Accrued expenses and current liabilities			4,836,363				6,471,835
Accrued freight			8,175,596				4,054,220
Revolving credit facility			20,685,748				13,125,031
Current portion of notes payable			1,407,802				1,272,165
Current portion of operating lease liability			2,238,717				2,588,817
Total current liabilities			70,202,301				47,495,927
Noncurrent liabilities
Notes payable, net of current portion			10,136,396				10,727,835
Notes payable to related parties			12,253,000				11,147,010
Notes payable			12,253,000				11,147,010
Operating lease liability, net of current portion			5,864,093				6,902,171
Derivative liabilities			6,032,790				5,669,000
Other noncurrent liabilities			8,237,080				10,961,931
Total noncurrent liabilities			42,523,359				45,407,947
Total liabilities			112,725,660				92,903,874
Commitments and contingencies (Note 8)			-				-
Stockholders’ Equity:
Preferred Stock, $0.001 par value: 5,000,000 shares authorized, 941,240 issued and outstanding as of November 30, 2024 and May 31, 2024, respectively.
Series A Convertible Preferred stock, $0.001 par value; 120,065 issued and outstanding as of November 30, 2024 and May 31, 2024, respectively. Liquidation preference $120 at November 30, 2024			120				120
Series B Convertible Preferred stock, $0.001 par value; 820,800 issued and outstanding as of November 30, 2024 and May 31, 2024, respectively. Liquidation preference of $821 at November 30, 2024			821				821
Series C Convertible Preferred stock, $0.001 par value; 195, issued and outstanding as of November 30, 2024 and May 31, 2024, respectively. Liquidation preference $7.6 million at November 30, 2024			-				-
Series D Convertible Preferred stock, $0.001 par value; 180 issued and outstanding as of November 30, 2024 and May 31, 2024, respectively. Liquidation preference $7.1 million at November 30, 2024			-				-
Preferred stock, value			-				-
Common stock, $0.001 par value; 800,000,000 shares authorized; 799,141,770 shares issued and outstanding as of November 30, 2024 and May 31, 2024, respectively.			799,142				799,142
Additional paid-in capital			180,220				180,220
Accumulated other comprehensive income			(188,986	)			(161,543	)
Retained earnings			2,604,494				5,952,906
Total Stockholders’ Equity attributable to common shareholder			3,395,811				6,771,666
Equity attributable to noncontrolling interests			2,542,609				3,639,904
Total Stockholders’ Equity			5,938,420				10,411,570
Total Liabilities and Stockholders’ Equity		$	118,664,080			$	103,315,444

 

See notes accompanying condensed consolidated financial statements.

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATION

(Unaudited)

 

		For the Three Months Ended November 30, 2024				For the Three Months Ended November 30, 2023				For the Six Months Ended November 30, 2024				For the Six Months Ended November 30, 2023
Revenues:
Airfreight services		$	55,751,903			$	36,281,790			$	103,000,005			$	55,429,760
Ocean freight and ocean services			45,760,260				16,661,249				102,824,663				47,389,750
Contract logistics			831,355				740,567				1,806,934				1,313,279
Customs brokerage and other services			9,883,199				8,158,647				19,793,352				20,577,748
Total revenues			112,226,717				61,842,253				227,424,954				124,710,537
Equity method earnings			515,251				275,056				981,107				450,752
Costs and operating expenses:
Airfreight services			52,034,147				34,405,651				96,879,648				52,298,084
Ocean freight and ocean services			39,880,673				13,145,339				90,998,391				38,965,094
Contract logistics			253,667				212,645				509,225				380,803
Customs brokerage and other services			9,309,938				7,167,890				17,816,063				17,916,787
Salaries and related costs			6,331,626				5,746,888				11,550,239				11,763,780
Professional fees			418,725				824,569				1,474,674				1,632,462
Rent and occupancy			1,198,388				1,109,425				2,560,812				2,205,990
Selling and promotion			642,237				563,717				1,218,381				1,278,688
Depreciation and amortization			538,667				750,943				1,006,293				1,450,343
Foreign exchange transactions, net			75,546				(99,881	)			47,309				(294,067	)
Gain on business disposal			(527,033	)			-				(527,033	)			-
Other			1,248,825				(634	)			1,888,547				665,531
Total costs and operating expenses			111,405,406				63,826,552				225,422,549				128,263,494
Income (loss) from operations			1,336,562				(1,709,243	)			2,983,512				(3,102,206	)
Other income (expenses)
Interest expense			(1,666,144	)			(1,026,165	)			(3,684,765	)			(2,416,373	)
Change in fair value of derivative liabilities			(1,472,951	)			(160,075	)			140,670				(181,863	)
Total other income (expenses)			(3,139,095	)			(1,186,240	)			(3,544,095	)			(2,598,236	)
Net loss before income taxes			(1,802,533	)			(2,895,483	)			(560,583	)			(5,700,442	)
Income tax expense (benefit)			535,561				(24,800	)			3,885,124				(518,631	)
Net loss			(2,338,094	)			(2,870,683	)			(4,445,707	)			(5,181,811	)
Noncontrolling interest allocated loss (gain)			1,200,609				(26,052	)			1,097,295				54,425
Net loss attributable to for common shareholders		$	(1,137,485	)		$	(2,896,735	)		$	(3,348,412	)		$	(5,127,386	)
Net loss available for common shareholders per common share
– basic and diluted		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.01	)
Weighted average common shares outstanding
– basic and diluted			799,141,770				799,141,770				799,141,770				799,141,770

 

See notes to accompanying condensed consolidated financial statements.

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(unaudited)

 

		For the Three				For the Three
		Months Ended				Months Ended
		November 30, 2024				November 30, 2023
Net loss			(2,338,094	)			(2,870,683	)
Other comprehensive income (OCI), net of tax:
Foreign currency translation adjustments			(190,192	)			(160,511	)
OCI tax effect			-				84,024
Total comprehensive loss			(2,528,286	)			(2,947,170	)
Net loss attributable to noncontrolling interest			1,200,609				(26,052	)
Comprehensive loss attributable to common shareholder			(1,327,677	)			(2,973,222	)

 

		For the Six				For the Six
		Months Ended				Months Ended
		November 30, 2024				November 30, 2023
Net loss			(4,445,707	)			(5,181,811	)
Other comprehensive income, net of tax:
Foreign currency translation adjustments			(27,443	)			(327,261	)
OCI tax effect			-				84,024
Total comprehensive loss			(4,473,150	)			(5,425,048	)
Net loss attributable to noncontrolling interest			1,097,295				54,425
Comprehensive loss attributable to common shareholder			(3,375,855	)			(5,370,623	)

 

See notes to accompanying condensed consolidated financial statements.

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY

(unaudited)

 

For the Three and Six Months Ended November 30, 2024

 

		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				capital				income				earning				stockholder				Interest				Equity
		Series A Preferred Stock								Series B Preferred Stock								Series C Preferred Stock								Series D Preferred Stock								Common Stock								Additional Paid in				Accumulated Comprehensive				Retained				Total Stockholders’ equity attributable  to common				Non- Controlling				Total Stockholders
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				capital				income				earning				stockholder				Interest				Equity
Balance, June 1, 2024			120,065			$	120				820,800			$	821				195			$	-				180			$	-				799,141,770			$	799,142			$	180,220			$	(161,543	)		$	5,952,906			$	6,771,666			$	3,639,904			$	10,411,570
Other comprehensive income, net of tax			-				-				-				-				-				-				-				-				-				-				-				162,749								162,749								162,749
Net loss			-				-				-				-				-				-				-				-				-				-				-								(2,210,927	)			(2,210,927	)			(103,314	)			(2,107,613	)
Balance, August 31, 2024			120,065				120				820,800				821				195				-				180				-				799,141,770				799,142				180,220				1,206				3,741,979				4,723,488				3,743,218				8,466,706
Other comprehensive loss, net of tax			-				-				-				-				-				-				-				-				-				-				-				(190,192	)							(190,192	)							(190,192	)
Net loss			-				-				-				-				-				-				-				-				-				-				-								(1,137,485	)			(1,137,485	)			1,200,609				(2,338,094	)
Balance, November 30, 2024			120,065			$	120				820,800			$	821				195			$	-				180			$	-				799,141,770			$	799,142			$	180,220			$	(188,986	)		$	2,604,494			$	3,395,811			$	2,542,609			$	5,938,420

 

For the Three and Six Months Ended November 30, 2023

 

		Series A Preferred Stock								Series B Preferred Stock								Series C Preferred Stock								Series D Preferred Stock								Common Stock								Additional Paid in				Accumulated Comprehensive				Retained				Total Stockholders’ equity attributable  to common				Non- Controlling				Total Stockholders
		Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				Shares				Amount				capital				income				earning				stockholder				Interest				Equity
Balance, June 1, 2023			120,065			$	120				820,800			$	821				195			$	-				180			$	-				799,141,770			$	799,142			$	180,220			$	3,258			$	13,066,109			$	14,049,670			$	3,545,963			$	17,595,633
Other comprehensive loss, net of tax			-				-				-				-				-				-				-				-				-				-				-				(166,750	)			-				(166,750	)			-				(166,750	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(2,230,651	)			(2,230,651	)			(80,477	)			(2,311,128	)
Balance, August 31, 2023			120,065				120				820,800				821				195				-				180				-				799,141,770				799,142				180,220				(163,493	)			10,835,458				11,652,269				3,465,486				15,117,755
Balance			120,065				120				820,800				821				195				-				180				-				799,141,770				799,142				180,220				(163,493	)			10,835,458				11,652,269				3,465,486				15,117,755
Other comprehensive loss, net of tax			-				-				-				-				-				-				-				-				-				-				-				(76,487	)			-				(76,487	)			-				(76,487	)
Net loss			-				-				-				-				-				-				-				-				-				-				-				-				(2,896,735	)			(2,896,735	)			26,052				(2,870,683	)
Balance, November 30, 2023			120,065			$	120				820,800			$	821				195			$	-				180			$	-				799,141,770			$	799,142			$	180,220			$	(239,979	)		$	7,938,723			$	8,679,047			$	3,491,538			$	12,170,585
Balance			120,065			$	120				820,800			$	821				195			$	-				180			$	-				799,141,770			$	799,142			$	180,220			$	(239,979	)		$	7,938,723			$	8,679,047			$	3,491,538			$	12,170,585

 

See notes to accompanying condensed consolidated financial statements.

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

		For the Six Months Ended November 30, 2024				For the Six Months Ended November 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(4,445,707	)		$	(5,181,811	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			1,006,293				1,450,343
Credit loss expense (recovery)			504,329				(594,388	)
Amortization of right of use assets			1,395,366				1,428,413
Equity method earnings			(981,107	)			(450,752	)
Change in net deferred tax provision			3,331,123				(1,091,050	)
Change in fair value of derivative liabilities			(140,670	)			181,863
Noncash gain on business disposition			(527,033	)			-
Changes in operating assets and liabilities:
Accounts receivable			(10,424,045	)			2,790,935
Contract assets			(1,469,218	)			1,967,063
Prepaid expenses and current assets			(643,546	)			3,311,347
Deposits and other noncurrent assets			6,481				447,227
Accounts payable			6,711,305				(5,699,607	)
Accrued expenses and other current liabilities			(2,005,629	)			(3,803,574	)
Accrued freight			3,620,426				(1,012,076	)
Operating lease liability			(1,393,164	)			(1,265,117	)
Net Cash Used in Operating Activities			(5,454,796	)			(7,521,184	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment			(209,547	)			(551,520	)
Dividends received from equity method investments			400,000				599,318
Capital contribution to equity method investments			(388,016	)			-
Cash acquired in connection with business acquisition			550,357				-
Net Cash Provided by Investing Activities			352,794				47,798
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit, net			7,560,717				5,973,967
Repayments notes payable			(455,802	)			-
Borrowings notes payable			-				5,233,173
Repayments related parties			(2,120,391	)			(3,501,642	)
Deferred offering costs			-				(585,016	)
Net Cash Provided by Financing Activities			4,984,524				7,120,482
Effect of exchange rate on cash and equivalents			(27,443	)			(243,237	)
Net change in cash and cash equivalents			(144,921	)			(596,141	)
Cash and cash equivalents - Beginning of period			3,799,561				6,744,238
Cash and cash equivalents - End of period		$	3,654,640			$	6,148,097
SUPPLEMENTARY CASH FLOW INFORMATION:
Cash Paid During the period for:
Income taxes		$	-			$	883,551
Interest		$	2,634,990			$	2,337,059
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use assets obtained in exchange for lease liabilities		$	4,986			$	1,250,215
Promissory notes issued due to related parties (See acquisition note)		$	2,150,000			$	67,954
Promissory note issued due to related party (See divestiture note)		$	650,000				-
Promissory notes cancelled due to related parties (See divestiture note)		$	(1,694,010	)			-

 

 

UNIQUE LOGISTICS INTERNATIONAL, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

November 30, 2024

 

1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Nature of Business

 

Unique Logistics International, Inc. and its subsidiaries (the “Company”) is a non-asset-based provider of global logistics and freight forwarding services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company’s customers include retailers and wholesalers, electronics, high technology, industrial and manufacturing companies around the world. The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:

 

	●	Air Freight
	●	Ocean Freight
	●	Customs Brokerage and Compliance
	●	Warehousing and Distribution
	●	Order Management

 

Basis of Presentation

 

These condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one-month lag. Substantially all unremitted earnings of international subsidiaries are free of legal and contractual restrictions. All intercompany transactions and balances have been eliminated in the condensed consolidated financial statements.

 

The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. The results reported in these interim condensed consolidated financial statements should not be regarded as necessary indicative of results that may be expected for an entire fiscal year. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended May 31, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet on May 31, 2024 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

 

Liquidity and Going Concern

 

The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.

 

The Company’s principal sources of cash are (i) cash generated from operations, (ii) borrowings available under its revolving line of credit and (iii) proceeds from future debt or equity issuances. As of November 30, 2024, the Company had cash and cash equivalents on hand of approximately $3.7 million, negative working capital of $2.8 million, and $9.3 million available to draw under its operating line of credit with TBK Bank, SSB (the “TBK Facility”) based on the amount of its accounts receivable on November 30, 2024. On September 12, 2024, the Company entered into an agreement with TBK Bank to temporarily increase the credit limit under the TBK Facility from $25.0 million to $30.0 million for a period of six months through March 12, 2025. The Company has incurred net losses of $4.4 million and used cash for its operations in the amount of $5.5 million during the six months ended November 30, 2024, primarily due to the ramp up of accounts receivable and accounts payable during the most recent quarter ended due to an increase in sales. The negative working capital, net losses and cash used in operations are all indicators of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements appearing elsewhere in this report are issued.

 

The Company is currently evaluating several different strategies to enhance its liquidity position. These strategies may include, but are not limited to, pursuing additional actions under its strategic plan, seeking additional financing from both the public and private markets through the issuance of equity securities and seeking to extend the term of outstanding debt. The outcome of these matters cannot be predicted with any certainty at this time. There can be no assurance that the Company will be able to raise the capital it needs to continue its operations on satisfactory terms or at all. If capital is not available to the Company when, and in the amounts, needed, the Company could be required to liquidate its assets, cease or curtail operations, which could materially harm its business, financial condition and results of operations, or seek protection under applicable bankruptcy laws or similar state proceedings.

 

The Company is continually evaluating its liquidity requirements considering its operating needs, growth initiatives and capital resources. Based on its assessment of the Company’s projected cash flow and business performance as of and subsequent to November 30, 2024, management believes that the Company’s current cash and cash availability under the TBK facility as well as the ability to renegotiate the debt repayments would be sufficient to support its operations for at least the next 12 months from the issuance of this report. The Company’s plan includes the items noted above as well as securing external financing, which may include raising debt or equity capital. These plans are not entirely within the Company’s control including its ability to raise sufficient capital on favorable terms, if at all, and absent an infusion of sufficient capital there is substantial doubt about its ability to continue as a going concern for 12 months after the date the condensed consolidated financial statements for the three and six months ended November 30, 2024 are issued.

 

Use of Estimates

 

The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.

 

F-6

 

 

Significant estimates inherent in the preparation of the condensed consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.

 

Revenue Recognition

 

The Company follows ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.

 

To determine revenue recognition, the Company applies the following five steps:

 

	1.	Identify the contract(s) with a customer;
	2.	Identify the performance obligations in the contract;
	3.	Determine the transaction price;
	4.	Allocate the transaction price to the performance obligations in the contract; and
	5.	Recognize revenue as or when the performance obligation is satisfied.

 

Revenue is recognized as follows:

 

	i.	Freight income - export sales
		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.
	ii.	Freight income - import sales
		Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.
	iii.	Customs brokerage and other service income
		Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.

 

F-7

 

 

The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.

 

The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation as it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.

 

Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets.

 

Contract Assets

 

Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable.

 

Contract Liabilities

 

Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.

 

Disaggregation of Revenue from Contracts with Customers

 

The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended November 30, 2024, and 2023, based on origin of shipment (imports) or destination of shipment (exports):

  SCHEDULE OF DISAGGREGATION OF REVENUE

		For the Three				For the Three
		Months Ended				Months Ended
		November 30, 2024				November 30, 2023
China, Hong Kong & Taiwan		$	25,187,654			$	14,375,941
Southeast Asia			29,686,333				12,062,505
United States			19,215,565				13,622,472
India Sub-continent			25,397,110				16,288,777
EMEA (Europe, Middle East, and Africa )			8,715,669				4,502,108
Other			4,024,386				990,450
Total revenue		$	112,226,717			$	61,842,253

 

		For the Six				For the Six
		Months Ended				Months Ended
		November 30, 2024				November 30, 2023
China, Hong Kong & Taiwan		$	53,427,567			$	28,737,587
Southeast Asia			54,171,573				22,357,449
United States			50,556,044				20,337,485
India Sub-continent			46,582,928				34,925,534
EMEA (Europe, Middle East, and Africa )			16,329,948				11,307,513
Other			6,356,894				7,044,969
Total revenue		$	227,424,954			$	124,710,537

 

F-8

 

 

Foreign Currency Translation

 

For most of our international operations conducted by the subsidiaries operating outside the U.S, local currencies have been determined to be functional currencies. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates are recorded in Other comprehensive income/(loss). Transaction gains or losses result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. The Company aggregates all transaction gains and losses and classify the net amount in a single caption in the income statement in operating income as foreign exchange transactions, net.

 

Fair Value Measurement

 

The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.

 

The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.

 

The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.

 

The hierarchy is broken down into three levels based on the reliability of inputs as follows:

 

Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.

 

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

 

Level 3 – Unobservable inputs for the asset or liability.

 

The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.

 

F-9

 

 

For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short-term nature as of November 30, 2024, and May 31, 2024. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative Liability note) as of November 30, 2024, and May 31, 2024. There were no transfers between levels during the reporting period.

 

Accounts Receivable

 

Accounts receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to support customer receivables. Accounts receivable, as shown on the consolidated balance sheets, is net of allowances when applicable. Management estimates that allowance for credit losses is based on ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment.

 

As of November 30, 2024, and May 31, 2024, the allowance for credit losses was approximately $1.0 million, and the bad debt expense was immaterial for each of the quarters ended November 30, 2024 and 2023. Additions and write-offs have not been significant in the periods presented.

 

Concentrations

 

As of November 30, 2024 and 2023, one major customer (Customer A) represented approximately 13% and 7% of total accounts receivable, respectively. Another major customer (Customer B) represented 5% and 16% of total accounts receivable as of November 30, 2024 and 2023, respectively.

 

Revenue from two major customers (Customers A and B) was 14% and 10% of total revenue, respectively, for the six months ended November 30, 2024. One major customer (Customer B) was 13% of total revenue for the six months ended November 30, 2023.

 

Revenue from two major customers (Customers A and B) was 20% and 14% of total revenue, respectively, for the three months ended November 30, 2024. One major customer (Customer B) was 24% of total revenue for the three months ended November 30, 2023.

 

Goodwill and Other Intangibles

 

The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.

 

In accordance with GAAP, the Company does not amortize goodwill or indefinite-lived intangible assets. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. Amortizable intangible assets, including tradenames and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years. Customer relationships are amortized on a straight-line basis over 12 to 15 years.

 

The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount.

 

F-10

 

 

Derivative Liability

 

Convertible Preferred Stock Series A, C and D feature anti-dilution provision that expires on a specified date. Management has determined the anti-dilution provision embedded in preferred stock Series A, C and D is required to be accounted for separately from the preferred stock as a derivative liability and recorded at fair value. Separation of the anti-dilution option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the anti-dilution option is not considered to be clearly and closely related to the economic characteristics of the preferred stock.

 

The Company has identified and recorded derivative instruments arising from an anti-dilution provision. An embedded derivative liability is representing the rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the company’s statements of operations.

 

  SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES

		Level 1				Level 2				Level 3
Derivative liabilities as of June 1, 2024		$	-			$	-			$	5,669,000
Derivative liabilities, beginning balance		$	-			$	-			$	5,669,000
Addition			-				-				-
Change in fair value			-				-				363,790
Derivative liabilities as of November 30, 2024		$	-			$	-			$	6,032,790
Derivative liabilities, ending balance		$	-			$	-			$	6,032,790

 

The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a near term financing event. For the period ended November 30, 2024, based on the assumption of how antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares is effective through December 31, 2024, the assumptions include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.

 

The key inputs into the model were as follows:

  SCHEDULE OF FAIR VALUE ASSUMPTION

		November 30, 2024				May 31, 2024
Risk-free interest rate			4.26	%			4.96	%
Probability of capital raise (financing event)			30	%			30	%
Probability of sale (financing event)			50	%			50	%
Derivative liabilities measurement input			50	%			50	%
Estimated value of common stock capital raise per share		$	0.0073			$	0.0067
Estimated value of common stock upon sale per share		$	0.0086			$	0.0079
Estimated time to financing event			1.25 years				1.75 years

 

F-11

 

 

Income Taxes

 

Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carry forwards and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.

 

The Company uses a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating its tax positions and estimating our tax benefits, which may require periodic adjustments, and that may not match the ultimate future outcome.

 

Segment Reporting

 

Based on the guidance provided by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, management has determined that the Company currently operates in one primary geographical segment, the United States of America, where most of its customers are located, and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services, and customers.

 

Comprehensive Income

 

Comprehensive income consists of net earnings and other gains and losses affecting equity that, under GAAP, are excluded from net earnings. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects and comprehensive income or loss attributable to the noncontrolling interests. Accumulated other comprehensive income or loss consisted entirely of foreign currency translation adjustments, net of related income tax effects for the periods ended November 30, 2024 and 2023.

 

F-12

 

 

Earnings per Share

 

The computations of basic and diluted earnings per share were as follows:

  SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE

		November 30, 2024				November 30, 2023
		For the Three Months Ended
		November 30, 2024				November 30, 2023
Numerator:
Net loss		$	(2,338,094	)			(2,870,683	)
Effect of dilutive securities:			-				-
Diluted net loss		$	(2,338,094	)			(2,870,683	)
Denominator:
Weighted average common shares outstanding – basic			799,141,770				799,141,770
Dilutive securities:*
Series A Preferred	*		-				-
Series B Preferred	*		-				-
Series C Preferred	*		-				-
Series D Preferred	*		-				-
Dilutive securities	*		-				-
							-
Weighted average common shares outstanding and assumed conversion – diluted			799,141,770				799,141,770
Basic and diluted net loss per common share		$	(0.00	)		$	(0.00	)

 

		November 30, 2024				November 30, 2023
		For the Six Months Ended
		November 30, 2024				November 30, 2023
Numerator:
Net loss		$	(4,445,707	)		$	(5,181,811	)
Effect of dilutive securities:			-				-
Diluted net loss		$	(4,445,707	)		$	(5,181,811	)
Denominator:
Weighted average common shares outstanding – basic			799,141,770				799,141,770
Dilutive securities*:
Series A Preferred	*		-				-
Series B Preferred	*		-				-
Series C Preferred	*		-				-
Series D Preferred	*		-				-
Dilutive securities			-				-
Weighted average common shares outstanding and assumed conversion – diluted			799,141,770				799,141,770
Basic and diluted net loss per common share		$	(0.01	)		$	(0.01	)

 

*	Due to a net loss for the three and six months ended November 30, 2024 and 2023, only weighted average common shares are used in calculations. As November 30, 2024 and 2023, the Company’s dilution of all outstanding securities would be as follows:

 

 SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES

		November 30, 2024 and 2023
Weighted average common shares outstanding – basic			799,141,770
Series A Preferred			1,168,177,320
Series B Preferred			5,373,342,576
Series C Preferred			1,206,351,359
Series D Preferred			1,130,954,399
Weighted average common shares outstanding and assumed conversion			1,130,954,399
Weighted average common shares outstanding and assumed conversion – diluted			9,677,967,425

 

 

F-13

 

 

Recent Accounting Pronouncements

 

Improvements to Reportable Segment Disclosures

 

In November 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) which makes improvements to reportable segment disclosures, by requiring, among other things, the disclosure in interim periods about a reportable segment’s profit or loss and assets that are currently required annually, and disclosures of significant segment expenses and profit and loss measures provided to the chief operating decision maker. The ASU does not change how the Company identifies its operating segments. The Company expects to adopt this standard effective in a fiscal year started June 1, 2024. The Company is currently evaluating the impact of this ASU on its segment disclosures and expects no impact on its consolidated financial statements, cash flows and financial condition.

 

Improvements to Income Tax Disclosures

 

In December 2023, the FASB issued an ASU which expands income tax disclosures by requiring the disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, disclosure is required of income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. This standard will become effective for the Company on June 1, 2025. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

 

2. ACQUISITIONS AND DIVESTURES

 

Acquisitions

 

On August 1, 2024, the Company closed the acquisition of all of the share capital owned by Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHK”), in Unique Logistics International (Sin) Pte Ltd. (“Unique Singapore”) pursuant to a Share Sale and Purchase Agreement, as amended, between the Company and ULHK.

 

The total consideration for the purchased shares was calculated at an estimated fair value of $2,169,652. The Company issued two promissory notes to ULHK, one on August 1, 2024, in the principal amount of $1,800,000 and one executed on October 21, 2024, in the amount of $350,000. The principal amount under these notes is due in full on August 1, 2026, with interest accruing at an annual rate of 15%, payable semi-annually. Both notes were recorded as notes payable at face value of $2,150,000, as agreed with ULHK upon this acquisition, which approximated fair value as of August 1, 2024.

 

Purchase Price Allocation

 

The Company obtained full control of Unique Singapore and consolidated this entity as of the acquisition date. GAAP requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the identifiable tangible and intangible assets acquired and liabilities assumed.

 

The following summarizes preliminary estimates of fair values of the assets acquired and liabilities assumed at the acquisition:

 

SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

		At Fair Value
Assets Acquired:
Current assets		$	4,288,925
Identifiable intangible assets			1,727,000
Fixed Assets and other non-current assets			4,911
Goodwill			3,252,614
Liabilities Assumed:
Current liabilities			(7,103,798	)
Purchase Price		$	2,169,652

 

The goodwill acquired is primarily attributable to the workforce retained of the acquired business and synergies expected to arise after the Company’s acquisition of the above operating subsidiary. It is also anticipated that the goodwill will be deductible for tax purposes.

 

The Company paid approximately $0.3 million of closing costs for legal, accounting, and other professional fees that were expensed during the three- and six-month period ended November 30, 2024.

 

Identifiable intangible assets and their amortization periods are estimated as follows:

 

SCHEDULE OF INTANGIBLE ASSETS AND AMORTIZATION PERIODS

		Cost Basis			Useful Life
Customer relationships		$	1,727,000		7 years

 

Expense for amortization of identifiable intangible assets for the three and six months ended November 30, 2024, was $61,679. The future amortization schedule is as follows:

 

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS

For the Twelve Months Ending November 30
2025		$	246,714
2026			246,714
2027			246,714
2028			246,714
2029			246,714
Thereafter			431,751
Total		$	1,665,321

 

F-14

 

 

Pro Forma Information (Unaudited) 

 

The Company is reporting the results of operations of its subsidiaries on a one-month lag basis.

 

The results of operations of Unique Singapore from May 1, 2024 through July 31, 2024 have not been included in the Company’s condensed consolidated financial statements because the Company only acquired this entity on August 1, 2024. The results of Unique Singapore are included in the results of operations from the date of acquisition which is August 1, 2024.

 

The following unaudited pro forma financial information represents a summary of the consolidated results of operations of the Company for the three months ended November 30, 2023, assuming the acquisition had been completed as of April 30, 2023, first day of the period for consolidating subsidiaries on a one-month lag basis. The proforma adjustments include the elimination of intercompany revenue and expense transactions.

 

SCHEDULE OF PRO FORMA INFORMATION

		Three Months Ended November 30, 2023
Revenue, net		$	62,142,243
Net loss attributable to registrant			(3,351,930	)
Weighted average shares of common stock outstanding, basic and diluted			799,141,770
Net loss per share, basic and diluted		$	(0.00	)

 

The following unaudited pro forma financial information represents a summary of the consolidated results of operations of the Company for the six months ended November 31, 2024 and 2023, assuming the acquisition had been completed as of April 30, 2023. The proforma adjustments include the elimination of intercompany revenue and expense transactions.

 

		Six Months Ended November 30, 2024				Six Months Ended November 30, 2023
Revenue, net		$	228,368,681			$	125,337,013
Net loss attributable to registrant			(3,639,053	)			(6,492,500	)
Weighted average shares of common stock outstanding, basic and diluted			799,141,770				799,141,770
Net loss per share, basic and diluted		$	(0.01	)		$	(0.01	)

 

The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.

 

Divestitures

 

Per the termination agreement dated as of January 14, 2025 and effective as of November 30, 2024, by and between the Company and ULHK, the parties agreed to terminate the share sale and purchase agreement between the Company and ULHK dated September 13, 2022, as amended (the “Unique Vietnam Purchase Agreement”), pursuant to which the Company agreed to purchase from ULHK interests representing 65% of the charter capital of Unique Logistics International (Vietnam) Co., Ltd. (“Unique Vietnam”). Under the terms of the termination agreement the original $1,000,000 promissory note and $694,010 accrued contingency that the Company issued to ULHK was cancelled and the Company recorded a liability in the amount of $650,000 to ULHK as part of the settlement. In connection with the termination of the Unique Vietnam Purchase Agreement and deconsolidation of Unique Vietnam as of November 30, 2024, the Company recognized a $0.4 million pre-tax gain on business disposal in the condensed consolidated statements of operations for the three and six months ended November 30, 2024. The Company evaluated this transaction under discontinued operations guidance and concluded that even though Unique Vietnam operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity, strategic shift test was not met, therefore this divestiture was deemed to be immaterial and as such reported in continuing operations. Since all periods presented include the activity of the disposed subsidiary pro forma schedules are not required.

 

3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other current liabilities consisted of the following on November 30, 2024 and May 31, 2024:

 

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

		November 30, 2024				May 31, 2024
Accrued professional fees		$	431,306			$	2,744,066
Accrued salaries and related expenses			1,079,607				1,620,083
Accrued interest			1,712,118				800,850
Accrued refunds			-				529,757
Accrued sales and marketing expense			637,920				187,915
Accrued income tax			-				106,213
Other accrued expenses and current liabilities			975,412				482,951
Accrued expenses and other current liabilities		$	4,836,363			$	6,471,835

 

F-15

 

 

4. FINANCING ARRANGEMENTS

 

Financing arrangements on the condensed consolidated balance sheets consists of:

 

SCHEDULE OF FINANCING ARRANGEMENT

		November 30, 2024				May 31, 2024
Revolving credit facility		$	20,685,748			$	13,125,031
Notes payable			11,544,198				12,000,000
Long term debt			32,229,946				25,125,031
Less: current portion			22,093,550				14,397,196
Long term debt, net of current portion		$	10,136,396			$	10,727,835

 

Revolving Credit Facility

 

The TBK Facility provides for the Company to have access to the lesser of (i) $25.0 million and (ii) the Formula Amount (as defined in the loan and security agreement dated July 20, 2023 with respect thereto the “TBK Agreement”)). The TBK Agreement is for an initial term of 24 months and may be extended or renewed, unless terminated in accordance with its terms, and is currently scheduled to mature on June 1, 2025, and carries an interest rate based on Wall Street Journal Prime Rate plus 2.75%.

 

On September 12, 2024, the Company entered into an amendment to the security and loan agreement for a temporary increase in the available credit limit from $25.0 million to $30.0 million through March 12, 2025. All other terms of the TBK Agreement remain the same.

 

The Company is subject to certain financial covenants as part of the TBK Agreement. As of November 30, 2024 the Company was in violation of the specified fixed coverage ratio financial covenant. On March 6, 2025, the Company entered into a waiver to the TBK Agreement with TBK Bank whereby TBK Bank agreed to waive the fixed coverage ratio event of default for the quarter ended November 30, 2024. The Company is also in violation of the same debt covenant for the quarter ended February 28, 2025, and will be requesting another wavier from the lender.

 

Notes Payable

 

On March 10, 2023, the Company entered into a financing agreement (the “Financing Agreement”) and related fee letter as a borrower with certain of its subsidiaries party thereto as guarantors (collectively with the Company, the “Borrowers”), the lenders party thereto (collectively, the “Lenders”), CB Agent Services LLC, as origination agent, and Alter Domus (US) LLC, as collateral agent and administrative agent (together with CB Agents, the “Agents”) (collectively, the “Parties”). The Financing Agreement provides for an initial senior secured term loan in a principal amount of $4,210,526 and a delayed draft term loan in an aggregate principal amount of up to $14,789,474. On June 30, 2023, the Company borrowed on the delayed draft term loan amount of $5,263,158.

 

The Company is subject to certain financial covenants as part of the Financing Agreement. As of November 30, 2024 the Company was in violation of the EBITDA leverage ratio financial covenant set forth in Section 7.03(c) of the Financing Agreement. On January 8, 2025, the Company entered into a waiver agreement with the Agents whereby the Agents waived the requirements of, among other requirements, Section 7.03(c) of the Financing Agreement for the quarter ended November 30, 2024.

 

F-16

 

 

5. RELATED PARTY TRANSACTIONS

 

The Company has the following notes payable to related parties:

 

SCHEDULE OF RELATED PARTY TRANSACTION

		November 30, 2024				May 31, 2024
Due to FTS (1)		$	500,000			$	500,000
Due to ULHK(2)			11,753,000				10,647,010
Due to related parties			12,253,000				11,147,010
Less: current portion			-				-
Due to related parties, net of current portion		$	12,253,000			$	11,147,010

 

(1)	Promissory note dated February 21, 2023, in connection with the acquisitions completed in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from Frangipani Trade Services (“FTS”) maturing December 31, 2025, and bearing no interest. FTS is owned by the Company’s CEO.
(2)	This debt relates to a series of acquisitions by the Company of the share capital in nine entities previously owned by ULHK, an entity with over 10% investment in the Company. On October 7, 2024, the Company and ULHK amended all the notes outstanding to extend the maturity dates on each of these promissory notes to December 31, 2025.

 

Transactions listed below are between the Company and ULHK and its operating subsidiaries. These are considered related party transactions due to ULHK being an entity with a more than 10% investment in the Company.

 

Accounts Receivable and Payable

 

Transactions with related parties account for $0.3 million and $2.1 million, respectively, of accounts receivable and accounts payable as of November 30, 2024, compared to $1.2 million and $5.2 million, respectively, of accounts receivable and accounts payable as of May 31, 2024.

 

Revenue and Expenses

 

Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties. For the three months ended November 30, 2024, and 2023 these transactions represented $0.7 million and $0.4 million, respectively. For the six months ended November 30, 2024 and 2023, these transactions represented $0.9 million and $0.6 million, respectively.

 

Direct costs are services billed to the Company by related parties for shipping activities. For the three months ended November 30, 2024, and 2023 these transactions represented approximately $4.2 million and $1.8 million, respectively. For the six months ended November 30, 2024, and 2023, these transactions represented $10.3 million and $2.5 million, respectively.

 

F-17

 

 

6. OTHER LONG-TERM LIABILITIES

 

Merger Termination

 

On December 18, 2022, the Company entered into an Agreement and Plan of Merger by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and the Company, as amended and supplemented (the “Merger Agreement”). On March 1, 2024, the Company, Buyer and Merger Sub entered into a mutual termination agreement, pursuant to which they mutually agreed to terminate the Merger Agreement effective as of such date.

 

As a result of terminating the Merger Agreement, besides the merger termination costs of approximately $10.4 million initially and adjusted to $9.9 million for the year ended May 31, 2024, the Company also recognized an impairment charge for the previously deferred uplist costs in the amount of $3.1 million as reflected on the statement of operations for the year ended May 31, 2024.

 

Amendment to the financing agreement and a waiver

 

As previously disclosed, on March 10, 2023, the Company entered into the Financing Agreement as borrower with certain of its subsidiaries party thereto as guarantors, the Lenders, and the Agents, for an initial senior secured term loan in a principal amount of $4,210,526 and a delayed draft term loan in an aggregate principal amount of up to $14,789,474.

 

Effective March 1, 2024, the Parties entered into a waiver and amendment no. 2 to the Financing Agreement (the “Second Waiver”), whereby the Agents and the Lenders agreed to waive: (i) (a) that certain Event of Default (as defined in Section 9.01 of the Financing Agreement) that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(a) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (the “FCCR Event of Default”), (b) that certain Event of Default that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(b) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (the “Liquidity Event of Default”) and (c) that certain Event of Default that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(c) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (together with the FCCR Event of Default and the Liquidity Event of Default, the “Specified Events of Default”); and (ii) interest at the post-default rate with respect to the Specified Events of Default from the date such event occurred through the Second Waiver effective date. As noted above, the Company is still non-compliant with Section 7.03(c) of the Financing Agreement in the second quarter ended November 30, 2024 as discussed in Note 4.

 

In addition, pursuant to the Second Waiver, the Borrowers agreed to (i) pay the administrative agent a non-refundable Waiver Fee in an aggregate amount of $3,000,000, which was deemed fully earned on the effective date of the Second Waiver, and (ii) issue the origination agent or its designee warrants, in form and substance satisfactory to the origination agent, entitling the holder thereof to purchase a number of shares of the Company’s common stock equal to the greater of (a) 7% of enterprise value as calculated in a manner to be mutually agreed and acceptable to the origination agent and the Company on a fully diluted basis and (b) $7,000,000, on terms, conditions and in a form reasonably acceptable to origination agent, and having an exercise price of $0.01 per share.

 

The anti-dilution provisions applicable to the warrants shall at no time be less favorable to the holder thereof than those accorded by the parent to any other person on or after the effective date. The warrants shall be exercisable for a period of 7.5 years unless otherwise agreed within the warrant agreement, which is currently being drafted. This contract did not meet qualification requirements to be classified as equity because there is no explicit limit on the number of shares to be delivered in a share settlement. Accordingly, the warrants were classified as a liability as the issuer is obligated to settle the warrant by issuing a variable number of shares and the monetary value of the obligation based on a predetermined fixed amount, variation in something other than the issuers stock price, in this case the amount is the enterprise value of the Company at the time of the future financing event. As the warrants were not yet issued on the balance sheet date, these expected warrants were recorded as other long-term liability with an estimated fair market value of $6,879,823 as of May 31, 2024 and $6,370,063 as of November 30, 2024.

 

Due to the unique nature of these warrants, which the Company anticipates will have an effective date of February 28, 2025 a Monte Carlo simulation was necessary in order to properly perform the valuation. Monte Carlo simulation analysis is mathematically similar to that used in a Black-Scholes option pricing model. However, in a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. Where each step in a binomial model contains two possible outcomes, each step in a Monte Carlo simulation contains an unlimited number of potential outcomes. For the fair value of the warrants to be issued, a simulation using a risk neutral drift factor, the risk-free rate, was used.

 

F-18

 

 

The key inputs into the model were as follows:

 

SCHEDULE OF FAIR VALUE ASSUMPTIONS

		November 30, 2024				May 31, 2024
Risk-free interest rate			4.1	%			4.5	%
Discount rate			11.5	%			6.0	%
Probability of financing event next 2 years			85.0	%			85.0	%
Probability of financing event years 2 through 7.5			90.0	%			90.0	%
Term			6.8 years				7.3 years

 

The Company has identified and recorded these expected warrants (prior to issuance) due to the contractual nature of this liability as a long-term liability. Once issued, these warrants will be reclassified into derivative liability as representing the rights of holders of these warrants to receive certain shares of common stock upon qualified financing event. Accordingly, the Company is treating this long-term liability as derivative liability and adjusting it to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liabilities” financial statement line item of the Company’s statements of operations.

 

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE

		Level 1				Level 2				Level 3
Other long-term liabilities as June 1, 2024		$	-			$	-			$	6,879,823
Addition			-				-				-
Change in fair value of derivative liabilities			-				-				(509,760	)
Other long-term liabilities as November 30, 2024		$	-			$	-			$	6,370,063

 

7. STOCKHOLDERS’ EQUITY

 

Common Stock

 

The Company is authorized to issue 800,000,000 shares of common stock, par value of $0.001 per share.

 

Preferred Shares

 

The Company is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share.

 

Series A Convertible Preferred

 

The shares of the Company’s Series A Preferred Stock contain an anti-dilution provision that provides for an adjustment necessary to maintain the stockholders’ fully diluted ownership percentage as of the date of issuance of the shares of Series A Preferred Stock.

 

Subject to the rights of holders of shares of the Company’s Series B Preferred Stock, which shares rank pari passu with shares of the Company’s Series A Preferred Stock in terms of liquidation preference, in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of the Company’s Series A Preferred Stock shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock and other junior securities, a liquidation preference equal to their stated value per share.

 

Series B Convertible Preferred

 

Subject to the rights of holders of shares of the Company’s Series A Preferred Stock, which shares rank pari passu with shares of the Company’s Series B Preferred Stock in terms of liquidation preference, in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series B Preferred Stock shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock and other junior securities, a liquidation preference equal to their stated value per share.

 

Series C & D Convertible Preferred

 

The holders of the Company’s Series C and Series D Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities, or other property to which such holder would be entitled to receive with respect to such shares of Preferred Stock if such shares had been converted to shares of common stock immediately prior to such liquidation, dissolution or winding up.

 

8. COMMITMENTS AND CONTINGENCIES

 

Litigation

 

From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company.

 

Leases

 

The Company leases office space, warehouse facilities and equipment under non-cancellable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an asset and liability on the consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of less than one year (short term leases). The Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.

 

F-19

 

 

The components of lease expense were as follows:

SCHEDULE OF COMPONENTS OF LEASE EXPENSE

		For the Three Months Ended				For the Three Months Ended
		November 30, 2024				November 30, 2023
Operating lease (right of use (“ROU”) amortization)		$	661,110				732,624
Interest on lease liabilities			178,486				219,174
Total net lease cost		$	839,596				951,798

 

 

		For the Six Months Ended				For the Six Months Ended
		November 30, 2024				November 30, 2023
Operating lease cost – Right of Use Asset Amortization		$	1,395,366				1,428,413
Interest on lease liabilities			369,376				440,868
Total net lease cost		$	1,764,742				1,869,281

 

Supplemental balance sheet information related to leases was as follows:

 

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION

		November 30, 2024				May 31, 2024
Operating leases:
Operating lease ROU assets, net		$	7,629,534			$	9,019,914
Current operating lease liabilities			2,238,717				2,588,817
Noncurrent operating lease liabilities			5,864,093				6,902,171
Total operating lease liabilities		$	8,102,810			$	9,490,988

 

Supplemental cash flow and other information related to leases was as follows:

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES

		For Six Months				For Six Months
		Ended				Ended
		November 30, 2024				November 30, 2023
ROU assets obtained in exchange for lease liabilities:
Operating leases		$	4,986			$	1,250,215
Cash Paid for amounts included in the measurement of lease liabilities:
Operating leases		$	1,393,164			$	1,265,117
Weighted average remaining lease term (in years):
Operating leases			2.51				3.9
Weighted average discount rate:
Operating leases			8.3	%			9.1	%

 

Future Minimum Payments for the Twelve Months Ending November 30,

 

SCHEDULE OF MINIMUM LEASE PAYMENTS

		November 30, 2024
2025		$	3,077,156
2026			2,840,503
2027			2,883,656
2028			433,285
2029			29,392
Thereafter			-
Total lease payments			9,263,992
Less: imputed interest			1,161,182
Total lease obligations		$	8,102,810

 

F-20

 

 

9. INCOME TAX PROVISION

 

The breakout of foreign and domestic pretax income (loss) is as follows:

SCHEDULE OF PRETAX INCOME 

		For the Three Months Ended November 30, 2024				For the Three Months Ended November 30, 2023
Domestic		$	(1,727,273	)		$	(1,497,278	)
Foreign		$	(75,260	)			(1,398,205	)
Pretax income		$	(1,802,533	)		$	(2,895,483	)

 

 

		For the Six Months Ended November 30, 2024				For the Six Months Ended November 30, 2023
Domestic		$	(749,506	)		$	(5,667,523	)
Foreign			188,924				(32,919	)
Pretax income		$	(560,583	)		$	(5,700,442	)

 

The quarterly tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. The Company recorded a provision for income tax expense of $3.9 million, reflecting an effective tax rate of 693.1%, and $0.5 million of income tax benefit, reflecting an effective tax rate of 9.1%, respectively, for the six months ended November 30, 2024, and November 30, 2023. The effective rate for the six months ended November 30, 2024 differed from the U.S. federal statutory rate primarily due to the recognition of a valuation allowance during the period. For the three-months ended November 30, 2024, the Company recorded $0.5 million income tax expense with an effective tax rate of 29.7%. compared with benefit of 0.03 million and an effective rate of 0.9% for three months ended November 30, 2023. The Company has determined that it is not more likely than not to recognize a portion of its federal, foreign and state deferred tax assets. For the three-months ended November 30, 2023, our effective tax rate differed from the U.S. federal statutory rate primarily as a result of prior provision to actual and foreign tax adjustments.

 

The Company has filed its income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various international jurisdictions. Tax years 2020 and forward generally remain open for examination for federal and state tax purposes. Tax years 2017 and forward generally remain open for examination for foreign tax purposes. To the extent utilized in future years’ tax returns, net operating losses as of May 31, 2024 and 2023 will remain subject to examination until the respective tax year is closed.

 

10. SUBSEQUENT EVENTS

 

Line of credit waiver of financial covenant

 

As also discussed in Note 4, on March 6, 2025, the Company and TBK Bank entered into a waiver to the TBK Agreement whereby TBK Bank agreed to waive a specified event of default as of November 30, 2024. All other terms and conditions of the original TBK Agreement remain the same.

 

Term debt waiver of financial covenant

 

As also discussed in Note 4, on January 8, 2025, the Company entered into a waiver agreement with the Agents whereby the Agents waived the requirements of, among other requirements, Section 7.03(c) of the Financing Agreement for the quarter ended November 30, 2024.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Note Regarding Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended and Section 21E of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) that reflect management’s current views with respect to future events and financial performance. These statements are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and speak only as of the date hereof. When used herein, the words “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue” or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements.

 

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). These accounting principles require us to make certain estimates, judgements and assumptions. We believe that the estimates, judgements and assumptions upon which we rely are reasonable based upon information available to us at the time that these estimates, judgements and assumptions are made. These estimates, judgements and assumptions can affect the reported amounts of assets and liabilities as of the date of the condensed consolidated financial statements as well as the reported amounts of revenues and expenses during the periods presented. Our condensed consolidated financial statements would be affected to the extent there are material differences between these estimates and actual results. The following discussion should be read in conjunction with our condensed consolidated financial statements and notes thereto appearing elsewhere in this report.

 

The forward-looking statements made in this report are based only on events or information as of the date on which the statements are made in this report. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results of operations. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned You should read this report and the documents we refer to in this report and have filed as exhibits to this report completely and with the understanding that our actual future results may be materially different from what we expect. These risks include, by way of example and without limitation:

 

● The Company provides services to customers engaged in international commerce. Everything that affects international trade has the potential to expand or contract our primary market and adversely impact our operating results

 

● We depend on operators of aircrafts, ships, trucks, ports and airports

 

● We derive a significant portion of our total revenues and net revenues from our largest customers

 

● Due to our dependence on a limited number of customers, we are subject to a concentration of credit risk

 

● Our earnings may be affected by seasonal changes in the transportation industry

 

 

● Our business is affected by ever increasing regulations from a number of sources in the United States and in foreign locations in which we operate

 

● As a corporation transacting business in multiple countries, we are subject to formal or informal investigations from government authorities or others in the countries in which we do business

 

● The global economy and capital and credit markets continue to experience uncertainty and volatility

 

● Our business is subject to significant seasonal fluctuations driven by market demands and each quarter is affected by seasonal trends

 

● Our revenue and direct costs are subject to significant fluctuations depending on supply and demand for freight capacity

 

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, or performance. Readers are urged to carefully review and consider the various disclosures made by us in this report and in our other reports filed with the Securities and Exchange Commission (“SEC”). We undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in the future operating results over time except as required by law. We believe that our assumptions are based upon reasonable data derived from and known about our business and operations. No assurances are made that our actual results of operations or the results of our future activities will not differ materially from our assumptions.

 

Business Overview and Recent Developments

 

The Company is a global logistics and freight forwarding 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. Our global network of trained employees and integrated information systems seamlessly manage the services that we provide. 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.

 

Our range of services can be categorized as follows:

 

	●	Air freight services
	●	Ocean freight services
	●	Customs brokerage and compliance services
	●	Warehousing and distribution services
	●	Order management

 

 

Industry Trends, Trade Conditions and Competition

 

We specialize in shipping by air and sea from Asia to the United States. Our business is thus intricately linked to the economic, political and other market factors that impact trade and shipping in this sector. Geopolitical factors have resulted in United States’ importers moving production from China to other countries in the region. This trend poses challenges to ensure that we meet the changing logistics requirements of our customers and secure the capacity necessary by air or sea to successfully ship products for our customers from other parts of Asia.

 

The disruption of shipping through the Suez Canal due to continuing attacks on vessels in the Red Sea has had a significant impact on shipping logistics as a number of shipping companies have diverted their ships around the Cape of Good Hope instead of traveling through the Canal, increasing shipping times and costs. This diluted the impact of increased capacity that was expected from the deployment of new vessels. The increased transit around southern Africa tied up vessel capacity and resulted in higher shipping costs and some conversion to air freight. Recently there has been some talk about a possible cessation of militant activities in the region. If this happens, there is likely to be some downward trends in shipping costs as more capacity is freed up to the United States East Coast.

 

Increasing air shipping volumes and reduced airfreight capacity for commercial imports has increased airfreight costs. Delays in the delivery of new aircraft have restricted capacity growth. As new aircraft deliveries get back on track and ocean shipping capacity is possibly boosted by the resumption of Suez Canal sailing, there may be a downward movement in airfreight costs.

 

United States’ importers anxiously await more clarity on the tariff regime with the incoming administration. While geopolitical de-risking from China may be a continuing trend, there may be new logistics challenges should tariffs cover other countries and specific product types.

 

Results of Operations for the Three Months Ended November 30, 2024, and November 30, 2023

 

Revenue

 

For the three months ended November 30, 2024, and 2023, Unique Logistics’ revenue by product line was as follows:

 

		For the Three Months Ended November 30, 2024				For the Three Months Ended November 30, 2023				$ change				% change
Airfreight services		$	55,751,903				36,281,790				19,470,113				53.7	%
Ocean freight and ocean services			45,760,260				16,661,249				29,099,011				174.7	%
Contract logistics			831,355				740,567				90,788				12.3	%
Customs brokerage and other services			9,883,199				8,158,647				1,724,552				21.1	%
Total revenues		$	112,226,717				61,842,253				50,384,464				81.5	%

 

The increase in total revenues for the three months ended November 30, 2024, compared to the three months ended November 30, 2023, is primarily due to increases in ocean freight and ocean services revenue and airfreight services revenue.

 

The increase in ocean freight and ocean services revenue was due to increases in both price (that is, the rates that we charge customers) and volume period-over period. An approximately 111.0% price increase for such services resulted in a 17.3% increase in ocean freight and ocean services revenue period-over period. An approximately 30.2% increase in the volume of such services, as a result of adding new customers and increasing orders from the existing customers resulted in an 82.7% increase in ocean freight and ocean services revenue.

 

The increase in airfreight services revenue during the three months ended November 30, 2024 compared to the comparable period of 2023, was due to an approximately 69.7% increase in spot market pricing, which was responsible for a 117.6% increase in airfreight services revenue, offset by an approximately 9.4% decrease in volume, which contributed to a decrease of 17.6% in airfreight services revenue. The increase in pricing was mainly due to an increase in demand for airfreight services due to the disruption of shipping through the Suez Canal, as discussed above, which led to reduced airfreight space availability and cost increases, while the decrease in volume related to decreased demand as a result of specific customers having less need for inventory replenishment quarter-over-quarter.

 

 

Costs and Operating Expenses

 

For the three months ended November 30, 2024, and 2023, Unique Logistics’ costs and operating expenses were as follows:

 

		For the Three Months ended November 30, 2024				For the Three Months ended November 30, 2023				$ change				% change
Costs and operating expenses:
Airfreight services		$	52,034,147				34,405,651				17,628,496				51.2	%
Ocean freight and ocean services			39,880,673				13,145,339				26,735,334				203.4	%
Contract logistics			253,667				212,645				41,022				19.3	%
Customs brokerage and other services			9,309,938				7,167,890				2,142,048				29.9	%
Salaries and related costs			6,331,626				5,746,888				584,738				10.2	%
Professional fees			418,725				824,569				(405,844	)			(49.2	)%
Rent and occupancy			1,198,388				1,109,425				88,963				8.0	%
Selling and promotion			642,237				563,717				78,520				13.9	%
Depreciation and amortization			538,667				750,943				(212,276	)			(28.3	)%
Foreign exchange (gains) and losses			75,546				(99,881	)			175,427				(175.6	)%
Gain on business disposal			(356,953	)			-				(356,953	)			-
Other expense			1,078,745				(634	)			1,079,379				-
Total costs and operating expenses		$	111,405,407				63,826,552				47,578,855				74.5	%

 

The 74.5% increase in total costs and operating expenses was primarily due to an 84.7% increase in the direct product costs combined (airfreight, ocean freight, custom brokerage and contract logistics costs) compared with the same period from last year. The increase in direct product costs was primarily attributable to the increased purchase prices and additional volumes processed during the three months ended November 30, 2024 compared to the same period of 2023, which correlates with the sales revenue increases in each category. Increase in Other expense relates primarily to an increase in the Company’s enhancements of its digital supply chain solutions and completed specific customers’ EDI integrations projects.

 

Other Income (Expenses)

 

During the quarter ended November 30, 2024, total other expenses were $3.1 million and consisted of $1.6 million of interest expense and a loss in fair value of derivative liabilities of $1.5 million. During the quarter ended November 30, 2023, total other expenses of $1.2 million consisted of interest expense of $1.0 million and a $0.2 million decrease in the fair value of derivative liabilities. The increase in interest expense quarter-over-quarter was due to higher debt balances during the quarter ended November 30, 2024, as borrowings under our line of credit with TBK Bank increased due to higher sales and payments made to the shipping lines. Interest expense also increased due to the Company’s restructuring of promissory notes due to related parties during the 2024 calendar year, which resulted in the Company issuing new notes that accrue interest to replace interest free notes.

 

Income Tax Expense (Benefit)

 

For the three-months ended November 30, 2024, the Company recorded $0.5 million income tax expense with an effective tax rate of 29.7% compared with benefit of 0.03 million and an effective rate of 0.9% for three months ended November 30, 2023. The Company has determined that it is not more likely than not to recognize a portion of its federal, foreign and state deferred tax assets. For the three-months ended November 30, 2023, our effective tax rate differed from the U.S. federal statutory rate primarily as a result of derecognition of the deferred tax asset related to a business disposition during the quarter ended November 30, 2024.

 

 

Results of Operations for the Six Months Ended November 30, 2024 and 2023

 

Revenue

 

For the six months ended November 30, 2024 and 2023, Unique Logistics’ revenue by product line was as follows:

 

		For the Six Months ended November 30, 2024				For the Six Months ended November 30, 2023				$ change				% change
Airfreight services		$	103,000,005			$	55,429,760			$	47,570,245				85.8	%
Ocean freight and ocean services			102,824,663				47,389,750				55,434,913				117.0	%
Contract logistics			1,806,934				1,313,279				493,655				37.6	%
Customs brokerage and other services			19,793,352				20,577,748				(784,396	)			(3.8	)%
Total revenues		$	227,424,954			$	124,710,537				102,714,417				82.4	%

 

The increase in total revenues for the six months ended November 30, 2024, compared to the six months ended November 30, 2023, is almost entirely due to increases in airfreight and ocean freight and ocean services revenue.

 

The 85.8% increase in airfreight revenue was due to a 19.7% increase in volume, which contributed 22.9% of the increase in total revenues, and a 55.3% increase in pricing, which contributed 77.1% of the increase in total revenues. The increase in pricing was mainly due to an increase in demand for airfreight services due to the disruption of shipping through the Suez Canal and the resulting reductions in airfreight space availability and cost increases, as discussed above.

 

The 117.0% increase in ocean freight and ocean services revenue was mostly due to a 120.9% increase in spot market pricing, which resulted in a 101.5% increase in such revenue.

 

Costs and Operating Expenses

 

For the six months ended November 30, 2024 and 2023, Unique Logistics’ costs and operating expenses were as follows:

 

		For the Six Months ended November 30, 2024				For the Six Months ended November 30, 2023				$ change				% change
Costs and operating expenses:
Airfreight services		$	96,879,648			$	52,298,084			$	44,581,564				85.2	%
Ocean freight and ocean services			90,998,391				38,965,094				52,033,297				133.5	%
Contract logistics			509,225				380,803				128,422				33.7	%
Customs brokerage and other services			17,816,063				17,916,787				(100,724	)			(0.6	)%
Salaries and related costs			11,550,239				11,763,780				(213,541	)			(1.8	)%
Professional fees			1,474,674				1,632,462				(157,788	)			(9.7	)%
Rent and occupancy			2,560,812				2,205,990				354,822				16.1	%
Selling and promotion			1,218,381				1,278,688				(60,307	)			(4.7	)%
Depreciation and amortization			1,006,293				1,450,343				(444,050	)			(30.6	)%
Foreign exchange transactions, net			47,309				(294,067	)			341,376				(116.1	)%
Gain on business disposal			(356,953	)			-				(356,953	)			-
Other expense			1,718,467				665,531				1,052,936				117.7	%
Total costs and operating expenses		$	225,422,549			$	128,263,494				97,159,055				75.7	%

 

The 75.7% increase in total costs and operating expenses was primarily due to an 88.2% increase in the direct product costs combined compared with the same period from last year. Total direct product cost was $206.2 million for the six months ended November 30, 2024, compared to $109.6 million for the six months ended November 30, 2023, an increase mostly related to an increase in spot market purchasing prices in both airfreight and ocean freight. Increase in Other expenses relates primarily to an increase in the Company’s enhancements of its digital supply chain solutions and completed specific customers’ EDI integrations projects.

 

Other Income (Expenses)

 

For the six months ended November 30, 2024, total other expenses were $3.5 million and consisted of $3.6 million of interest expense and a gain from the change in fair value of derivative liabilities of $0.1 million. For the six months ended November 30, 2023, total other expenses of $2.6 million consisted of interest expense of $2.4 million and a $0.2 million decrease in the fair value of derivative liabilities. The increase in interest expense period-over-period was due to higher debt balances during the six months ended November 30, 2024, as borrowings under our line of credit with TBK Bank increased due to higher sales and payments made to the shipping lines. Interest expense also increased due to the Company’s restructuring of promissory notes due to related parties during 2024 calendar year, which resulted in the Company issuing new notes that accrue interest to replace interest free notes

 

 

Income Tax Expense (Benefit)

 

The Company recorded a provision for income tax expense of $3.9 million, reflecting an effective tax rate of 693.1%, and $0.5 million of income tax benefit, reflecting an effective tax rate of 9.1%, respectively, for the six months ended November 30, 2024, and November 30, 2023. The effective rate for the six months ended November 30, 2024 differed from the U.S. federal statutory rate primarily due to the recognition of a valuation allowance during the period. The deferred tax asset valuation allowance is reversable in future periods if there is sufficient cumulative taxable income in such periods.

 

Liquidity and Capital Resources

 

The Company’s principal sources of cash are (i) cash generated from operations, (ii) borrowings available under its revolving line of credit and (iii) proceeds from future debt or equity issuances. As of November 30, 2024, the Company had cash and cash equivalents on hand of approximately $3.7 million, negative working capital of $2.8 million, and $9.3 million available to draw under its operating line of credit with TBK Bank, SSB (the “TBK Facility”) based on the amount of its accounts receivable on such date. On September 12, 2024, the Company entered into an agreement with TBK Bank to temporarily increase the credit limit under the TBK Facility from $25.0 million to $30.0 million for a period of six months through March 12, 2025. The Company has incurred net losses of $4.4 million and used cash for its operations in the amount of $5.5 million during the six months ended November 30, 2024, primarily due to the ramp up of accounts receivable and accounts payable during the most recent quarter ended due to an increase in sales. The negative working capital, net losses and cash used in operations are all indicators of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements appearing elsewhere in this report are issued.

 

The Company is currently evaluating several different strategies to enhance its liquidity position. These strategies may include, but are not limited to, pursuing additional actions under its strategic plan, seeking additional financing from both the public and private markets through the issuance of equity securities and seeking to extend the term of outstanding debt. The outcome of these matters cannot be predicted with any certainty at this time. There can be no assurance that the Company will be able to raise the capital it needs to continue its operations on satisfactory terms or at all. If capital is not available to the Company when, and in the amounts, needed, the Company could be required to liquidate its assets, cease or curtail operations, which could materially harm its business, financial condition and results of operations, or seek protection under applicable bankruptcy laws or similar state proceedings.

 

The Company is continually evaluating its liquidity requirements considering its operating needs, growth initiatives and capital resources. Based on its assessment of the Company’s projected cash flow and business performance as of and subsequent to November 30, 2024, management believes that the Company’s current cash and cash availability under the TBK facility as well as the ability to renegotiate the debt repayments would be sufficient to support its operations for at least the next 12 months from the issuance of this report. The Company’s plan includes the items noted above as well as securing external financing, which may include raising debt or equity capital. These plans are not entirely within the Company’s control including its ability to raise sufficient capital on favorable terms, if at all, and absent an infusion of sufficient capital there is substantial doubt about its ability to continue as a going concern for 12 months after the date the condensed consolidated financial statements for the three and six months ended November 30, 2024 are issued.

 

Critical Accounting Estimates

 

We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period, or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

 

Management has discussed the development and selection of these critical accounting estimates with our board of directors. In addition, there are other items within our financial statements that require estimation but are not deemed critical as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.

 

Our critical accounting estimates are discussed in Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our annual report on Form 10-K for the year ended May 31, 2024.

 

Adjusted EBITDA

 

We define adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, transaction gains and losses, other income, merger and acquisition costs, impairment charges and certain other non-recurring items.

 

Adjusted EBITDA is not a measurement of financial performance under GAAP and may not be comparable to other similarly titled measures of other companies. We present adjusted EBITDA because we believe that adjusted EBITDA is a useful supplement to net income as an indicator of operating performance. We use adjusted EBITDA as a financial metric to measure the financial performance of the business because management believes that it provides additional information with respect to the performance of our fundamental business activities. For this reason, we believe that adjusted EBITDA will also be useful to others, including our stockholders, as a valuable financial metric.

 

Adjusted EBITDA should not be considered as an alternative to net income, as an indicator of performance or as an alternative to cash flows from operating activities as an indicator of cash flows, in each case as determined in accordance with GAAP, or as a measure of liquidity. In addition, adjusted EBITDA does not take into account changes in certain assets and liabilities as well as interest and income taxes that can affect cash flows. We do not intend the presentation of this non-GAAP financial measure to be considered in isolation or as a substitute for results prepared in accordance with GAAP. This non-GAAP financial measure should be read only in conjunction with our condensed consolidated financial statements prepared in accordance with GAAP.

 

 

Following is the reconciliation of our consolidated net income to adjusted EBITDA for the three and six months ended November 30, 2024 and 2023:

 

		For the three months Ended November 30, 2024				For the three months ended November 30, 2023
Net loss		$	(2,338,094	)		$	(2,870,683	)
Add back:
Income tax expense (benefit)			535,561				(24,800	)
Depreciation and amortization*			538,667				537,818
(Gain)/loss on foreign exchange			75,546				(99,881	)
Change in fair value of derivative liabilities			1,472,951				160,075
Interest expense			1,666,144				1,026,165
Adjusted EBITDA		$	1,950,775			$	(1,271,306	)

 

		For the Six Months Ended November 30, 2024				For the Six Months Ended November 30, 2023
Net loss		$	(4,445,707	)		$	(5,181,811	)
Add Back:
Income tax expense (benefit)			3,885,124				(518,631	)
Depreciation and amortization**			1,006,293				1,024,093
(Gain)/loss on foreign exchange			47,309				(294,067	)
Change in fair value of derivative liability			(140,670	)			181,863
Interest expense			3,684,765				2,416,373
Adjusted EBITDA		$	4,037,114			$	(2,372,180	)

 

* Six months ended November 30, 2023 depreciation expense is reduced by $426,250 due to reclassification needed between right of use asset amortization (part of rent expense) and amortization of intangibles. Three months ended November 30, 2023 was also reduced by $213,125 compared to previously reported amount.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a smaller reporting company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

We maintain “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, that are designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our principal executive officer to allow timely decisions regarding required disclosure. In designing and evaluating our disclosure controls and procedures, the Company recognized that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable assurance of achieving the desired control objectives, and we are required to apply our judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

 

As of November 30, 2024, our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures. Our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our Chief Executive Officer and Chief Financial Officer have concluded, based upon the evaluation described above, that as of November 30, 2024, our disclosure controls and procedures were not effective and require remediation in order to be effective at the reasonable assurance level.

 

In addition, our auditors identified material weaknesses in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the audit of the fiscal year ended May 31, 2024. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. The material weaknesses identified relate to the fact that we did not design and maintain an effective control environment commensurate with our financial reporting requirements, including (a) lack of a sufficient number of trained professionals with an appropriate level of accounting knowledge, training and experience and (b) we have not completed a full risk assessment of our internal control over financial reporting at the activity level, including process documentation and testing. In the course of preparing the financial statements for the year ended May 31, 2024, we identified separate material weaknesses in internal control over financial reporting, which relates to the ineffective design and implementation of information technology general controls (“ITGC”) combined with the lack of properly designed management review controls to compensate for these deficiencies. The Company’s ITGC deficiencies included improperly designed controls pertaining to user access rights and segregation of duties over systems that are critical to the Company’s system of financial reporting. Management’s general assessment of the above processes in light of the Company’s size, maturity and complexity, as to the design and effectiveness of the internal control over financial reporting, is that the key controls and procedures in each of these processes provide reasonable assurance regarding reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

 

 

Changes in Internal Control over Financial Reporting

 

There have not been any changes in our internal control over financial reporting during the quarter ended November 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS

 

The Company is not involved in any disputes and does not have any litigation matters pending that it believes could have a material adverse effect on its 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 body pending or, to the knowledge of the Company’s executive officers or any of its subsidiaries, threatened against or affecting the Company, its common stock, any of its subsidiaries or of the Company’s or the Company’s subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

 

From time to time, however, we may become involved in various lawsuits and legal proceedings that arise in the ordinary course of our business. Litigation is subject to inherent uncertainties, and an adverse result in any such matters may arise from time to time that may harm our business.

 

ITEM 1A. RISK FACTORS

 

Our business, financial condition, results of operations, and cash flows may be impacted by a number of factors, many of which are beyond our control, including those set forth in our most recent Annual Report on Form 10-K and in our other filings with the SEC, the occurrence of any one of which could have a material adverse effect on our actual results. There have been no material changes to the Risk Factors previously disclosed in our Annual Report on Form 10-K and our other filings with the SEC.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS, AND ISSUER REPURCHAES OF EQUITY SECURITIES.

 

There were no unregistered sales of the Company’s equity securities during the quarter ended November 30, 2024.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not Applicable.

 

ITEM 5. OTHER INFORMATION

 

Termination of a Material Definitive Agreement; Creation of a Direct Financial Obligation.

 

On January 14, 2025, the Company entered into a Mutual Termination of the Share Sale and Purchase Agreement (the “Termination Agreement”) with Unique Logistics Holdings Limited (“ULHK”). Although the Termination Agreement is dated and was executed on January 14, 2025, the termination was made effective as of November 30, 2024.

 

The Termination Agreement terminates that certain Share Sale and Purchase Agreement, dated September 13, 2022, as amended (the “Purchase Agreement”), pursuant to which the Company had agreed to acquire from ULHK a 65% ownership interest in Unique Logistics International (Vietnam) Co. Ltd. (“Unique-Vietnam”). The termination was made in accordance with Section 8.2(a) of the Purchase Agreement due to the failure to obtain necessary governmental, regulatory and corporate authorizations required to complete the transaction under Sections 3.1(a) and 3.1(c) thereof.

 

As a result of the termination, the Purchase Agreement and all related transaction documents, including a promissory note issued on February 21, 2023, in the principal amount of $1,000,000, have been cancelled and are of no further force or effect.

 

Additionally, the Termination Agreement provides that Unique Vietnam and another company identified by the Company (“Vietnam-Co”) will offer employment to at least 30 of the 37 employees of Unique-Vietnam including 10 specifically designated employees highlighted on Schedule A of the Termination Agreement whose employment must be transferred (the “Designated Employees”).

 

As consideration for ULHK’s consent to the termination of the Purchase Agreement and related transactions, the Company agreed to pay ULHK an accommodation fee of $650,000 (the “Accommodation Fee”) in the form of a promissory note due on December 31, 2025 (the “Fee Note”). The issuance of the Fee Note is contingent upon the completion of Vietnam-Co’s employment offers to the Designated Employees. If one or more of the Designated Employees do not accept employment, the Company and ULHK will negotiate a reduction of the Accommodation Fee.

 

Additionally, ULHK has agreed to pay the Company a fee equal to 65% of Unique-Vietnam’s net income from February 1, 2023, to November 30, 2024. If Vietnam-Co does not complete the employee transfer by February 28, 2025, ULHK will pay an additional delay fee equal to 65% of Unique-Vietnam’s net income from the November 30, 2024 until the employee transfer is complete, which fee will not exceed the amount of the Accommodation Fee. At the Company’s discretion, any fees owned by ULHK under the Termination Agreement may be offset against amounts payable under the Fee Note.

 

The above contains only a brief description of the material terms of and does not purpose to be a complete description of the rights and obligations of the parties to the Termination Agreement, and such description is qualified in its entirety by reference to the full text of the Termination Agreement, a copy of which is filed as Exhibit 10.10 to this Quarterly Report on Form 10-Q.

 

 

ITEM 6. EXHIBITS

 

				Incorporated by
Exhibit				Reference				Filed or Furnished
Number		Exhibit Description		Form		Exhibit		Filing Date		Herewith
10.1		Amendment No. 3 to Loan and Security Agreement, dated as of September 12, 2024, by and among Unique Logistics International, Inc., Unique Logistic Holdings, Inc., Unique Logistics International (NYC), LLC, Unique Logistics International (BOS), Inc., and TBK Bank, SSB.		8-K		10.1		09/18/24
10.2		Amendment to Employment Agreement between Unique Logistics International, Inc. and Eli Kay, dated September 17, 2024.		8-K		10.1		09/23/24
10.3		Note 11 Amendment, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.		8-K		10.1		10/10/24
10.4		Note 12 Amendment, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.		8-K		10.2		10/10/24
10.5		Amended Second Net Assets Note, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.		8-K		10.3		10/10/24
10.6		Amended Original Seller Note, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.		8-K		10.4		10/10/24
10.7		Amended ULHL Note, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Unique Logistics Holdings Limited.		8-K		10.5		10/10/24
10.8		FTS Promissory Note Amendment, dated as of October 7, 2024, by and between Unique Logistics International, Inc. and Frangipani Trade Services, Inc.		8-K		10.6		10/10/24
10.9		Promissory Note in the principal amount of $350,000, dated October 21, 2024, in favor of Unique Logistics Holdings Limited.		8-K		10.1		10/23/24
10.10		Mutual Termination of the Share Sale and Purchase Agreement dated January 14, 2025, by and between Unique Logistics Holdings Limited and Unique Logistics International, Inc.								X
31.1		Rule 13a-14(a) / 15d-14(a) Certification of Chief Executive Officer.								X
31.2		Rule 13a-14(a) / 15d-14(a) Certification of Chief Financial Officer.								X
32.1		Section 1350 Certification of Chief Executive Officer.								X
32.2		Section 1350 Certification of Chief Financial Officer.								X
101.INS		Inline XBRL Instance Document								X
101.SCH		Inline XBRL Taxonomy Extension Schema Document								X
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document								X
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document								X
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document								X
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document								X
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)								X

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

UNIQUE LOGISTICS INTERNATIONAL, INC.
By:	/s/ Sunandan Ray
	Sunandan Ray
	Chief Executive Officer (Principal Executive Officer)
	March 7, 2025
By:	/s/ Eli Kay
	Eli Kay
	Chief Financial Officer (Principal Financial Officer)
	March 7, 2025

 

 

Exhibit 10.10

 

MUTUAL TERMINATION

OF

SHARE SALE AND PURCHASE AGREEMENT

 

THIS MUTUAL TERMINATION OF THE SHARE SALE AND PURCHASE AGREEMENT (this “Agreement”), dated January 14, 2025, and reflecting the agreement reached between the parties hereto as of November 30, 2024 (the “Effective Date”), is by and between Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHL”) and Unique Logistics International, Inc., a Nevada corporation (the “UNQL”). Capitalized terms used herein but not otherwise defined shall have the respective meanings attributed thereto in the Purchase Agreement (defined below).

 

WHEREAS, ULHL and UNQL are parties to that certain Share Sale and Purchase Agreement, dated September 13, 2022, as amended (the “Purchase Agreement”), pursuant to which UNQL agreed to purchase from ULHL, and ULHL agreed to sell to UNQL, certain interests owned by ULHL, representing 65% of the charter capital, of Unique Logistics International (Vietnam) Co. Ltd, a company established and operating under the ERC (as defined in the Purchase Agreement) and having its registered address at 181 Dien Bien Phu Street, DaKao Ward, District No.01, Ho Chi Minh City, Vietnam (“ULI-Vietnam”), pursuant to the terms and subject to the conditions set forth therein;

 

WHEREAS, pursuant to Section 8.2(a) of the Purchase Agreement, ULHL and UNQL have determined to terminate the Purchase Agreement by mutual consent, based on the failure of a condition therein that the governmental, regulatory and corporate authorizations necessary to complete the transactions would be obtained as required under Sections 3.1(a) and (c) of the Purchase Agreement; and

 

WHEREAS, concurrent herewith and by separate agreement under local Vietnam law, ULI-Vietnam and another Vietnamese company identified by UNQL (“Vietnam-Co”) have agreed that Vietnam-Co shall have the right hereafter and shall offer employment to at least 30 of the 37 employees of ULI-Vietnam, at least 10 of whom shall be those individuals specifically highlighted (by asterisk*) on Schedule A hereto, whose employment must be transferred to Vietnam-Co (the “Designated Employees”).

 

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, ULHL and UNQL hereto agree as follows:

 

1. Termination. UNQL and ULHL hereby agree that, effective as of November 30, 2024 at 11:59 p.m., the Purchase Agreement and any other documents executed in connection with the Purchase Agreement, including specifically and without limitation, that certain Promissory Note, dated February 21, 2023, in the principal amount of US$1,000,000 (the “Note”) (all such documents, the “Transaction Documents”) are deemed to have been cancelled and terminated in their entirety and of no further force or effect whatsoever. The Note, if held by UNQL shall be cancelled by UNQL. If held by ULHL shall be surrendered to UNQL for cancellation and ULHL agrees that it will not, in any event, present the Note for payment to or by any entity or attempt to collect any amounts stated to have been owed thereunder.

 

 

2. Accommodation Fee. In order to obtain the consent of ULHL to terminate the Purchase Agreement, the Transaction Documents and the transactions contemplated thereby and consent to hire the Designated Employees (to whom employment is offered by Vietnam-Co and accepted by said employees) as provided herein, UNQL has agreed, subject to the conditions set forth herein, to pay ULHL an accommodation fee equal to US$650,000 (the “Accommodation Fee”) in the form of a promissory note (the “Fee Note”), the maturity date of which shall be December 31, 2025 (the “Maturity Date”). Interest shall accrue on the Fee Note at the simple rate of 15.0% per annum based on a 365-day year up to the date on which the Accommodation Fee is paid in full. Payment of the Accommodation Fee and issuance of the Fee Note shall be contingent upon completion by Vietnam-Co, to UNQL’s reasonable satisfaction, of the offer of employment and engagement of the Designated Employees. The Fee Note shall be issued and provided to ULHL as soon as possible after the offer by Vietnam-Co of employment to the Designated Employees has been accepted by each of the 10 Designated Employees. In the event that one or more Designated Employees do not accept Vietnam-Co’s offer of employment as contemplated hereunder, the parties hereto shall promptly negotiate in good faith to agree upon a [reduction] of the Accommodation Fee under the Fee Note. Following agreement between the parties relating to the adjusted Accommodation Fee, the Fee Note shall then be deliverable promptly, but in any event within 10 business days of such agreement. [Notwithstanding anything else set forth herein, the Accommodation Fee shall not be due or required to be delivered if the parties fail to reach such an agreement.]

 

3. Fees Based on ULHL Net Income. No later than 14 days after execution hereof, ULHL shall pay to UNQL a fee in an amount equal to 65% of ULI-Vietnam’s net income (which, for the avoidance of doubt, means its net profit after tax and expenses as determined by the internal financial statements of ULI-Vietnam) for the period from February 1, 2023 through November 30, 2024 (the “Net Income Fee”). In addition to the Net Income Fee, in the event that Vietnam-Co has not completed the transfer of the Designated Employees as contemplated by this Agreement by February 28, 2025, from the Effective Date hereof until such time as the transfer of the Designated Employees by Vietnam-Co is complete (as determined by UNQL), ULHL shall pay to UNQL in respect of ULHL’s delay in transferring said employees, a delay fee in an amount equal to 65% of ULI-Vietnam’s net income from the Effective Date hereof until such time as the transfer of the Designated Employee is complete (the “Delay Fee”). For purposes hereof, the term “complete” shall mean Vietnam-Co’s offer to the Designated Employees and the acceptance of said offer by the Designated Employees. Each of ULHL and UNQL agrees to use its best efforts, in good faith, to cause the transfer of the Designated Employees as contemplated under this Agreement. At the discretion of UNQL, amounts payable by ULHL hereunder in respect of the Net Income Fee and the Delay Fee may be offset by UNQL and deducted against amounts otherwise payable to ULHL by UNQL under the Fee Note. In the event that any fees payable under this Agreement exceed the amount available for offset under the Fee Note, the excess amount shall be remitted in cash by wire transfer of immediately available funds. Notwithstanding anything to the contrary in this Agreement, the Delay Fee shall not exceed the amount of the Accommodation Fee paid to ULHL.

 

4. Entire Agreement. This Agreement constitutes the entire agreement of ULHL and UNQL with respect to the termination of the Purchase Agreement and the Transaction Documents and supersedes all prior or contemporaneous written or oral agreements, whether express or implied, related to the subject matter hereof.

 

5. Governing Law. This Agreement shall be governed in all respects by the internal laws of the State of New York without regard to the laws regarding conflicts of laws.

 

6. Interpretation; Headings. This Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The headings in this Agreement are for reference only and shall not affect the interpretation of this Agreement.

 

7. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement

 

 

8. Waiver of Trial by Jury. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT: (a) NO REPRESENTATIVE OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT THE OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION; (b) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER; (c) SUCH PARTY MAKES THIS WAIVER KNOWINGLY AND VOLUNTARILY; AND (d) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 8.

 

9. Counterparts. This Agreement may be executed in any number of identical counterparts, any or all of which may contain the signature of less than all of the parties, all of which shall be construed together as a single document. A signed copy of this Agreement delivered by facsimile, email or other means of electronic transmission shall be deemed to have the same effect as delivery of an original signed copy of this Agreement.

 

10. Assignment; Successors and Assigns. Neither party hereto may assign any of its rights or obligations hereunder without the prior written consent of the other party hereto, which consent shall not be unreasonably withheld, conditioned or delayed. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. Any purported assignment in violation of this section shall be null and void. No assignment shall relieve the assigning party of any of its obligations hereunder.

 

11. Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy.

 

[Remainder of Page Intentionally Blank; Signature Pages Follows]

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement on the date first above written.

 

	UNQL:
	UNIQUE LOGISTICS INTERNATIONAL, INC.
	By:
	Name:	Sunandan Ray
	Title:	Chief Executive Officer
	ULHL:
	UNIQUE LOGISTICS HOLDINGS LIMITED
	By:
	Name:	Richard Lee Chi Tak
	Title:	Chief Executive Officer

 

[Signature Page to UNQL-ULHL Termination Agreement (Vietnam SPA)]

 

 

 

Exhibit 31.1

 

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Sunandan Ray, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Unique Logistics International, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 7, 2025
/s/ Sunandan Ray
Sunandan Ray
Chief Executive Officer

 

 

Exhibit 31.2

 

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

PURSUANT TO SECTION 302 OF THE

SARBANES-OXLEY ACT OF 2002

 

I, Eli Kay, certify that:

 

1. I have reviewed this quarterly report on Form 10-Q of Unique Logistics International, Inc.;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: March 7, 2025
/s/ Eli Kay
Eli Kay
Chief Financial Officer

 

 

Exhibit 32.1

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Unique Logistics International, Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sunandan Ray, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Sunandan Ray
Sunandan Ray
Chief Executive Officer
March 7, 2025

 

 

Exhibit 32.2

 

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES OXLEY ACT OF 2002

 

In connection with the Quarterly Report of Unique Logistics International, Inc. (the “Company”) on Form 10-Q for the period ended November 30, 2024, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eli Kay, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/ Eli Kay
Eli Kay
Chief Financial Officer
March 7, 2025

 

 

v3.25.0.1

Cover - shares	6 Months Ended
	Nov. 30, 2024	Mar. 07, 2025
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2025
Current Fiscal Year End Date	--05-31
Entity File Number	000-50612
Entity Registrant Name	UNIQUE LOGISTICS INTERNATIONAL, INC.
Entity Central Index Key	0001281845
Entity Tax Identification Number	01-0721929
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	154-09 146th Ave
Entity Address, City or Town	Jamaica
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11434
City Area Code	(718)
Local Phone Number	978-2000
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		799,141,770

v3.25.0.1

Condensed Consolidated Balance Sheets - USD ($)	Nov. 30, 2024	May 31, 2024
Current Assets:
Cash and cash equivalents	$ 3,654,640	$ 3,799,561
Accounts receivable, net	51,961,163	38,601,255
Contract assets	5,731,952	3,961,199
Other current assets and prepaids	6,069,840	5,370,376
Total current assets	67,417,595	51,732,391
Property and equipment, net	700,952	659,701
Other noncurrent assets:
Goodwill	23,357,690	20,516,018
Intangible assets, net	11,735,541	11,196,171
Equity-method investments	4,426,572	3,457,449
Operating lease right-of-use assets, net	7,629,534	9,019,914
Deferred tax asset, net	976,363	4,307,486
Other noncurrent assets	2,419,833	2,426,314
Total other noncurrent assets	50,545,533	50,923,352
Total assets	118,664,080	103,315,444
Current Liabilities:
Accounts payable	32,858,075	19,983,859
Accrued expenses and current liabilities	4,836,363	6,471,835
Accrued freight	8,175,596	4,054,220
Revolving credit facility	20,685,748	13,125,031
Current portion of notes payable	1,407,802	1,272,165
Current portion of operating lease liability	2,238,717	2,588,817
Total current liabilities	70,202,301	47,495,927
Noncurrent liabilities
Operating lease liability, net of current portion	5,864,093	6,902,171
Derivative liabilities	6,032,790	5,669,000
Other noncurrent liabilities	8,237,080	10,961,931
Total noncurrent liabilities	42,523,359	45,407,947
Total liabilities	112,725,660	92,903,874
Commitments and contingencies (Note 8)
Stockholders’ Equity:
Common stock, $0.001 par value; 800,000,000 shares authorized; 799,141,770 shares issued and outstanding as of November 30, 2024 and May 31, 2024, respectively.	799,142	799,142
Additional paid-in capital	180,220	180,220
Accumulated other comprehensive income	(188,986)	(161,543)
Retained earnings	2,604,494	5,952,906
Total Stockholders’ Equity attributable to common shareholder	3,395,811	6,771,666
Equity attributable to noncontrolling interests	2,542,609	3,639,904
Total Stockholders’ Equity	5,938,420	10,411,570
Total Liabilities and Stockholders’ Equity	118,664,080	103,315,444
Series A Convertible Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	120	120
Series B Convertible Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value	821	821
Series C Convertible Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value
Series D Convertible Preferred Stock [Member]
Stockholders’ Equity:
Preferred stock, value
Nonrelated Party [Member]
Noncurrent liabilities
Notes payable	10,136,396	10,727,835
Related Party [Member]
Current Assets:
Accounts receivable, net	300,000	1,200,000
Current Liabilities:
Accounts payable	2,100,000	5,200,000
Current portion of notes payable
Noncurrent liabilities
Notes payable	$ 12,253,000	$ 11,147,010

v3.25.0.1

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Nov. 30, 2024	May 31, 2024
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	941,240	941,240
Preferred stock, shares outstanding	941,240	941,240
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	800,000,000	800,000,000
Common stock, shares issued	799,141,770	799,141,770
Common stock, shares outstanding	799,141,770	799,141,770
Series A Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	120,065	120,065
Preferred stock, shares outstanding	120,065	120,065
Liquidation preference	$ 120
Series B Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	820,800	820,800
Preferred stock, shares outstanding	820,800	820,800
Liquidation preference	$ 821
Series C Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	195	195
Preferred stock, shares outstanding	195	195
Liquidation preference	$ 7,600,000
Series D Convertible Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares issued	180	180
Preferred stock, shares outstanding	180	180
Liquidation preference	$ 7,100,000

v3.25.0.1

Condensed Consolidated Statements of Operation (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Revenues:
Total revenues	$ 112,226,717	$ 61,842,253	$ 227,424,954	$ 124,710,537
Equity method earnings	515,251	275,056	981,107	450,752
Costs and operating expenses:
Airfreight services	52,034,147	34,405,651	96,879,648	52,298,084
Ocean freight and ocean services	39,880,673	13,145,339	90,998,391	38,965,094
Contract logistics	253,667	212,645	509,225	380,803
Customs brokerage and other services	9,309,938	7,167,890	17,816,063	17,916,787
Salaries and related costs	6,331,626	5,746,888	11,550,239	11,763,780
Professional fees	418,725	824,569	1,474,674	1,632,462
Rent and occupancy	1,198,388	1,109,425	2,560,812	2,205,990
Selling and promotion	642,237	563,717	1,218,381	1,278,688
Depreciation and amortization	538,667	750,943	1,006,293	1,450,343
Foreign exchange transactions, net	75,546	(99,881)	47,309	(294,067)
Gain on business disposal	(527,033)		(527,033)
Other	1,248,825	(634)	1,888,547	665,531
Total costs and operating expenses	111,405,406	63,826,552	225,422,549	128,263,494
Income (loss) from operations	1,336,562	(1,709,243)	2,983,512	(3,102,206)
Other income (expenses)
Interest expense	(1,666,144)	(1,026,165)	(3,684,765)	(2,416,373)
Change in fair value of derivative liabilities	(1,472,951)	(160,075)	140,670	(181,863)
Total other income (expenses)	(3,139,095)	(1,186,240)	(3,544,095)	(2,598,236)
Net loss before income taxes	(1,802,533)	(2,895,483)	(560,583)	(5,700,442)
Income tax expense (benefit)	535,561	(24,800)	3,885,124	(518,631)
Net loss	(2,338,094)	(2,870,683)	(4,445,707)	(5,181,811)
Noncontrolling interest allocated loss (gain)	1,200,609	(26,052)	1,097,295	54,425
Net loss attributable to for common shareholders	$ (1,137,485)	$ (2,896,735)	$ (3,348,412)	$ (5,127,386)
Net loss available for common shareholders per common share
Net loss available for common shareholders per common share - basic	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Net loss available for common shareholders per common share - diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.01)
Weighted average common shares outstanding
Weighted average common shares outstanding - basic	799,141,770	799,141,770	799,141,770	799,141,770
Weighted average common shares outstanding - diluted	799,141,770	799,141,770	799,141,770	799,141,770
Airfreight Services [Member]
Revenues:
Total revenues	$ 55,751,903	$ 36,281,790	$ 103,000,005	$ 55,429,760
Ocean Freight and Ocean Services [Member]
Revenues:
Total revenues	45,760,260	16,661,249	102,824,663	47,389,750
Contract Logistics [Member]
Revenues:
Total revenues	831,355	740,567	1,806,934	1,313,279
Customs Brokerage and Other Services [Member]
Revenues:
Total revenues	$ 9,883,199	$ 8,158,647	$ 19,793,352	$ 20,577,748

v3.25.0.1

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Income Statement [Abstract]
Net loss	$ (2,338,094)	$ (2,870,683)	$ (4,445,707)	$ (5,181,811)
Other comprehensive income, net of tax:
Foreign currency translation adjustments	(190,192)	(160,511)	(27,443)	(327,261)
OCI tax effect		84,024		84,024
Total comprehensive loss	(2,528,286)	(2,947,170)	(4,473,150)	(5,425,048)
Net loss attributable to noncontrolling interest	1,200,609	(26,052)	1,097,295	54,425
Comprehensive loss attributable to common shareholder	$ (1,327,677)	$ (2,973,222)	$ (3,375,855)	$ (5,370,623)

v3.25.0.1

Condensed Consolidated Statement of Stockholders' Equity (Unaudited) - USD ($)	Preferred Stock [Member] Series A Preferred Stock [Member]	Preferred Stock [Member] Series B Preferred Stock [Member]	Preferred Stock [Member] Series C Preferred Stock [Member]	Preferred Stock [Member] Series D Preferred Stock [Member]	Common Stock [Member]	Additional Paid-in Capital [Member]	AOCI Attributable to Parent [Member]	Retained Earnings [Member]	Parent [Member]	Noncontrolling Interest [Member]	Total
Balance at May. 31, 2023	$ 120	$ 821			$ 799,142	$ 180,220	$ 3,258	$ 13,066,109	$ 14,049,670	$ 3,545,963	$ 17,595,633
Balance, shares at May. 31, 2023	120,065	820,800	195	180	799,141,770
Other comprehensive loss, net of tax							(166,750)		(166,750)		(166,750)
Net loss								(2,230,651)	(2,230,651)	(80,477)	(2,311,128)
Balance at Aug. 31, 2023	$ 120	$ 821			$ 799,142	180,220	(163,493)	10,835,458	11,652,269	3,465,486	15,117,755
Balance, shares at Aug. 31, 2023	120,065	820,800	195	180	799,141,770
Balance at May. 31, 2023	$ 120	$ 821			$ 799,142	180,220	3,258	13,066,109	14,049,670	3,545,963	17,595,633
Balance, shares at May. 31, 2023	120,065	820,800	195	180	799,141,770
Net loss											(5,181,811)
Balance at Nov. 30, 2023	$ 120	$ 821			$ 799,142	180,220	(239,979)	7,938,723	8,679,047	3,491,538	12,170,585
Balance, shares at Nov. 30, 2023	120,065	820,800	195	180	799,141,770
Balance at Aug. 31, 2023	$ 120	$ 821			$ 799,142	180,220	(163,493)	10,835,458	11,652,269	3,465,486	15,117,755
Balance, shares at Aug. 31, 2023	120,065	820,800	195	180	799,141,770
Other comprehensive loss, net of tax							(76,487)		(76,487)		(76,487)
Net loss								(2,896,735)	(2,896,735)	26,052	(2,870,683)
Balance at Nov. 30, 2023	$ 120	$ 821			$ 799,142	180,220	(239,979)	7,938,723	8,679,047	3,491,538	12,170,585
Balance, shares at Nov. 30, 2023	120,065	820,800	195	180	799,141,770
Balance at May. 31, 2024	$ 120	$ 821			$ 799,142	180,220	(161,543)	5,952,906	6,771,666	3,639,904	10,411,570
Balance, shares at May. 31, 2024	120,065	820,800	195	180	799,141,770
Other comprehensive loss, net of tax							162,749		162,749		162,749
Net loss								(2,210,927)	(2,210,927)	(103,314)	(2,107,613)
Balance at Aug. 31, 2024	$ 120	$ 821			$ 799,142	180,220	1,206	3,741,979	4,723,488	3,743,218	8,466,706
Balance, shares at Aug. 31, 2024	120,065	820,800	195	180	799,141,770
Balance at May. 31, 2024	$ 120	$ 821			$ 799,142	180,220	(161,543)	5,952,906	6,771,666	3,639,904	10,411,570
Balance, shares at May. 31, 2024	120,065	820,800	195	180	799,141,770
Net loss											(4,445,707)
Balance at Nov. 30, 2024	$ 120	$ 821			$ 799,142	180,220	(188,986)	2,604,494	3,395,811	2,542,609	5,938,420
Balance, shares at Nov. 30, 2024	120,065	820,800	195	180	799,141,770
Balance at Aug. 31, 2024	$ 120	$ 821			$ 799,142	180,220	1,206	3,741,979	4,723,488	3,743,218	8,466,706
Balance, shares at Aug. 31, 2024	120,065	820,800	195	180	799,141,770
Other comprehensive loss, net of tax							(190,192)		(190,192)		(190,192)
Net loss								(1,137,485)	(1,137,485)	1,200,609	(2,338,094)
Balance at Nov. 30, 2024	$ 120	$ 821			$ 799,142	$ 180,220	$ (188,986)	$ 2,604,494	$ 3,395,811	$ 2,542,609	$ 5,938,420
Balance, shares at Nov. 30, 2024	120,065	820,800	195	180	799,141,770

v3.25.0.1

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (4,445,707)	$ (5,181,811)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	1,006,293	1,450,343
Credit loss expense (recovery)	504,329	(594,388)
Amortization of right of use assets	1,395,366	1,428,413
Equity method earnings	(981,107)	(450,752)
Change in net deferred tax provision	3,331,123	(1,091,050)
Change in fair value of derivative liabilities	(140,670)	181,863
Noncash gain on business disposition	(527,033)
Changes in operating assets and liabilities:
Accounts receivable	(10,424,045)	2,790,935
Contract assets	(1,469,218)	1,967,063
Prepaid expenses and current assets	(643,546)	3,311,347
Deposits and other noncurrent assets	6,481	447,227
Accounts payable	6,711,305	(5,699,607)
Accrued expenses and other current liabilities	(2,005,629)	(3,803,574)
Accrued freight	3,620,426	(1,012,076)
Operating lease liability	(1,393,164)	(1,265,117)
Net Cash Used in Operating Activities	(5,454,796)	(7,521,184)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment	(209,547)	(551,520)
Dividends received from equity method investments	400,000	599,318
Capital contribution to equity method investments	(388,016)
Cash acquired in connection with business acquisition	550,357
Net Cash Provided by Investing Activities	352,794	47,798
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings on line of credit, net	7,560,717	5,973,967
Repayments notes payable	(455,802)
Borrowings notes payable		5,233,173
Repayments related parties	(2,120,391)	(3,501,642)
Deferred offering costs		(585,016)
Net Cash Provided by Financing Activities	4,984,524	7,120,482
Effect of exchange rate on cash and equivalents	(27,443)	(243,237)
Net change in cash and cash equivalents	(144,921)	(596,141)
Cash and cash equivalents - Beginning of period	3,799,561	6,744,238
Cash and cash equivalents - End of period	3,654,640	6,148,097
Cash Paid During the period for:
Income taxes		883,551
Interest	2,634,990	2,337,059
SUPPLEMENTARY DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
Right-of-use assets obtained in exchange for lease liabilities	4,986	1,250,215
Promissory notes issued due to related parties (See acquisition note)	2,150,000	67,954
Promissory note issued due to related party (See divestiture note)	650,000
Promissory notes cancelled due to related parties (See divestiture note)	$ (1,694,010)

v3.25.0.1

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	6 Months Ended
	Nov. 30, 2024
Accounting Policies [Abstract]
NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES   Nature of Business   Unique Logistics International, Inc. and its subsidiaries (the “Company”) is a non-asset-based provider of global logistics and freight forwarding services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company’s customers include retailers and wholesalers, electronics, high technology, industrial and manufacturing companies around the world. The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:     ● Air Freight   ● Ocean Freight   ● Customs Brokerage and Compliance   ● Warehousing and Distribution   ● Order Management   Basis of Presentation   These condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one-month lag. Substantially all unremitted earnings of international subsidiaries are free of legal and contractual restrictions. All intercompany transactions and balances have been eliminated in the condensed consolidated financial statements.   The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. The results reported in these interim condensed consolidated financial statements should not be regarded as necessary indicative of results that may be expected for an entire fiscal year. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended May 31, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet on May 31, 2024 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.   Liquidity and Going Concern   The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.   The Company’s principal sources of cash are (i) cash generated from operations, (ii) borrowings available under its revolving line of credit and (iii) proceeds from future debt or equity issuances. As of November 30, 2024, the Company had cash and cash equivalents on hand of approximately $3.7 million, negative working capital of $2.8 million, and $9.3 million available to draw under its operating line of credit with TBK Bank, SSB (the “TBK Facility”) based on the amount of its accounts receivable on November 30, 2024. On September 12, 2024, the Company entered into an agreement with TBK Bank to temporarily increase the credit limit under the TBK Facility from $25.0 million to $30.0 million for a period of six months through March 12, 2025. The Company has incurred net losses of $4.4 million and used cash for its operations in the amount of $5.5 million during the six months ended November 30, 2024, primarily due to the ramp up of accounts receivable and accounts payable during the most recent quarter ended due to an increase in sales. The negative working capital, net losses and cash used in operations are all indicators of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements appearing elsewhere in this report are issued.   The Company is currently evaluating several different strategies to enhance its liquidity position. These strategies may include, but are not limited to, pursuing additional actions under its strategic plan, seeking additional financing from both the public and private markets through the issuance of equity securities and seeking to extend the term of outstanding debt. The outcome of these matters cannot be predicted with any certainty at this time. There can be no assurance that the Company will be able to raise the capital it needs to continue its operations on satisfactory terms or at all. If capital is not available to the Company when, and in the amounts, needed, the Company could be required to liquidate its assets, cease or curtail operations, which could materially harm its business, financial condition and results of operations, or seek protection under applicable bankruptcy laws or similar state proceedings.   The Company is continually evaluating its liquidity requirements considering its operating needs, growth initiatives and capital resources. Based on its assessment of the Company’s projected cash flow and business performance as of and subsequent to November 30, 2024, management believes that the Company’s current cash and cash availability under the TBK facility as well as the ability to renegotiate the debt repayments would be sufficient to support its operations for at least the next 12 months from the issuance of this report. The Company’s plan includes the items noted above as well as securing external financing, which may include raising debt or equity capital. These plans are not entirely within the Company’s control including its ability to raise sufficient capital on favorable terms, if at all, and absent an infusion of sufficient capital there is substantial doubt about its ability to continue as a going concern for 12 months after the date the condensed consolidated financial statements for the three and six months ended November 30, 2024 are issued.   Use of Estimates   The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.     Significant estimates inherent in the preparation of the condensed consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.   Revenue Recognition   The Company follows ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.   To determine revenue recognition, the Company applies the following five steps:     1. Identify the contract(s) with a customer;         2. Identify the performance obligations in the contract;         3. Determine the transaction price;         4. Allocate the transaction price to the performance obligations in the contract; and         5. Recognize revenue as or when the performance obligation is satisfied.   Revenue is recognized as follows:     i. Freight income - export sales           Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.         ii. Freight income - import sales           Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.         iii. Customs brokerage and other service income           Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.     The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.   The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation as it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.   Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets.   Contract Assets   Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable.   Contract Liabilities   Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.   Disaggregation of Revenue from Contracts with Customers   The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended November 30, 2024, and 2023, based on origin of shipment (imports) or destination of shipment (exports):   SCHEDULE OF DISAGGREGATION OF REVENUE     For the Three     For the Three       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 25,187,654     $ 14,375,941   Southeast Asia     29,686,333       12,062,505   United States     19,215,565       13,622,472   India Sub-continent     25,397,110       16,288,777   EMEA (Europe, Middle East, and Africa )     8,715,669       4,502,108   Other     4,024,386       990,450   Total revenue   $ 112,226,717     $ 61,842,253         For the Six     For the Six       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 53,427,567     $ 28,737,587   Southeast Asia     54,171,573       22,357,449   United States     50,556,044       20,337,485   India Sub-continent     46,582,928       34,925,534   EMEA (Europe, Middle East, and Africa )     16,329,948       11,307,513   Other     6,356,894       7,044,969   Total revenue   $ 227,424,954     $ 124,710,537       Foreign Currency Translation   For most of our international operations conducted by the subsidiaries operating outside the U.S, local currencies have been determined to be functional currencies. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates are recorded in Other comprehensive income/(loss). Transaction gains or losses result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. The Company aggregates all transaction gains and losses and classify the net amount in a single caption in the income statement in operating income as foreign exchange transactions, net.   Fair Value Measurement   The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.   The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.   The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.   The hierarchy is broken down into three levels based on the reliability of inputs as follows:   Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.   Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.   Level 3 – Unobservable inputs for the asset or liability.   The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.     For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short-term nature as of November 30, 2024, and May 31, 2024. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative Liability note) as of November 30, 2024, and May 31, 2024. There were no transfers between levels during the reporting period.   Accounts Receivable   Accounts receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to support customer receivables. Accounts receivable, as shown on the consolidated balance sheets, is net of allowances when applicable. Management estimates that allowance for credit losses is based on ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment.   As of November 30, 2024, and May 31, 2024, the allowance for credit losses was approximately $1.0 million, and the bad debt expense was immaterial for each of the quarters ended November 30, 2024 and 2023. Additions and write-offs have not been significant in the periods presented.   Concentrations   As of November 30, 2024 and 2023, one major customer (Customer A) represented approximately 13% and 7% of total accounts receivable, respectively. Another major customer (Customer B) represented 5% and 16% of total accounts receivable as of November 30, 2024 and 2023, respectively.   Revenue from two major customers (Customers A and B) was 14% and 10% of total revenue, respectively, for the six months ended November 30, 2024. One major customer (Customer B) was 13% of total revenue for the six months ended November 30, 2023.   Revenue from two major customers (Customers A and B) was 20% and 14% of total revenue, respectively, for the three months ended November 30, 2024. One major customer (Customer B) was 24% of total revenue for the three months ended November 30, 2023.   Goodwill and Other Intangibles   The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.   In accordance with GAAP, the Company does not amortize goodwill or indefinite-lived intangible assets. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. Amortizable intangible assets, including tradenames and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years. Customer relationships are amortized on a straight-line basis over 12 to 15 years.   The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount.     Derivative Liability   Convertible Preferred Stock Series A, C and D feature anti-dilution provision that expires on a specified date. Management has determined the anti-dilution provision embedded in preferred stock Series A, C and D is required to be accounted for separately from the preferred stock as a derivative liability and recorded at fair value. Separation of the anti-dilution option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the anti-dilution option is not considered to be clearly and closely related to the economic characteristics of the preferred stock.   The Company has identified and recorded derivative instruments arising from an anti-dilution provision. An embedded derivative liability is representing the rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the company’s statements of operations.     SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES     Level 1     Level 2     Level 3   Derivative liabilities as of June 1, 2024   $ -     $ -     $ 5,669,000   Derivative liabilities, beginning balance   $ -     $ -     $ 5,669,000   Addition     -       -       -   Change in fair value     -       -       363,790   Derivative liabilities as of November 30, 2024   $ -     $ -     $ 6,032,790   Derivative liabilities, ending balance   $ -     $ -     $ 6,032,790     The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a near term financing event. For the period ended November 30, 2024, based on the assumption of how antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares is effective through December 31, 2024, the assumptions include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.   The key inputs into the model were as follows:   SCHEDULE OF FAIR VALUE ASSUMPTION     November 30, 2024     May 31, 2024   Risk-free interest rate     4.26 %     4.96 % Probability of capital raise (financing event)     30 %     30 % Probability of sale (financing event)     50 %     50 % Derivative liabilities measurement input     50 %     50 %                   Estimated value of common stock capital raise per share   $ 0.0073     $ 0.0067   Estimated value of common stock upon sale per share   $ 0.0086     $ 0.0079   Estimated time to financing event     1.25 years       1.75 years       Income Taxes   Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carry forwards and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.   The Company uses a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating its tax positions and estimating our tax benefits, which may require periodic adjustments, and that may not match the ultimate future outcome.   Segment Reporting   Based on the guidance provided by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, management has determined that the Company currently operates in one primary geographical segment, the United States of America, where most of its customers are located, and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services, and customers.   Comprehensive Income   Comprehensive income consists of net earnings and other gains and losses affecting equity that, under GAAP, are excluded from net earnings. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects and comprehensive income or loss attributable to the noncontrolling interests. Accumulated other comprehensive income or loss consisted entirely of foreign currency translation adjustments, net of related income tax effects for the periods ended November 30, 2024 and 2023.     Earnings per Share   The computations of basic and diluted earnings per share were as follows:   SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE     November 30, 2024     November 30, 2023       For the Three Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (2,338,094 )     (2,870,683 ) Effect of dilutive securities:     -        -    Diluted net loss   $ (2,338,094 )     (2,870,683 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities:*                 Series A Preferred *    -       -   Series B Preferred *   -       -   Series C Preferred *   -       -   Series D Preferred  *   -       -   Dilutive securities  *   -       -                 -   Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )       November 30, 2024     November 30, 2023       For the Six Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (4,445,707 )   $ (5,181,811 ) Effect of dilutive securities:     -        -                      Diluted net loss   $ (4,445,707 )   $ (5,181,811 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities*:                 Series A Preferred *    -       -   Series B Preferred *    -       -   Series C Preferred *    -       -   Series D Preferred *    -       -   Dilutive securities     -       -                     Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.01 )   $ (0.01 )   * Due to a net loss for the three and six months ended November 30, 2024 and 2023, only weighted average common shares are used in calculations. As November 30, 2024 and 2023, the Company’s dilution of all outstanding securities would be as follows:    SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES     November 30, 2024 and 2023   Weighted average common shares outstanding – basic     799,141,770   Series A Preferred     1,168,177,320   Series B Preferred     5,373,342,576   Series C Preferred     1,206,351,359   Series D Preferred     1,130,954,399   Weighted average common shares outstanding and assumed conversion     1,130,954,399   Weighted average common shares outstanding and assumed conversion – diluted     9,677,967,425         Recent Accounting Pronouncements   Improvements to Reportable Segment Disclosures   In November 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) which makes improvements to reportable segment disclosures, by requiring, among other things, the disclosure in interim periods about a reportable segment’s profit or loss and assets that are currently required annually, and disclosures of significant segment expenses and profit and loss measures provided to the chief operating decision maker. The ASU does not change how the Company identifies its operating segments. The Company expects to adopt this standard effective in a fiscal year started June 1, 2024. The Company is currently evaluating the impact of this ASU on its segment disclosures and expects no impact on its consolidated financial statements, cash flows and financial condition.   Improvements to Income Tax Disclosures   In December 2023, the FASB issued an ASU which expands income tax disclosures by requiring the disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, disclosure is required of income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. This standard will become effective for the Company on June 1, 2025. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

v3.25.0.1

ACQUISITIONS AND DIVESTURES	6 Months Ended
	Nov. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
ACQUISITIONS AND DIVESTURES	2. ACQUISITIONS AND DIVESTURES   Acquisitions   On August 1, 2024, the Company closed the acquisition of all of the share capital owned by Unique Logistics Holdings Limited, a Hong Kong corporation (“ULHK”), in Unique Logistics International (Sin) Pte Ltd. (“Unique Singapore”) pursuant to a Share Sale and Purchase Agreement, as amended, between the Company and ULHK.   The total consideration for the purchased shares was calculated at an estimated fair value of $2,169,652. The Company issued two promissory notes to ULHK, one on August 1, 2024, in the principal amount of $1,800,000 and one executed on October 21, 2024, in the amount of $350,000. The principal amount under these notes is due in full on August 1, 2026, with interest accruing at an annual rate of 15%, payable semi-annually. Both notes were recorded as notes payable at face value of $2,150,000, as agreed with ULHK upon this acquisition, which approximated fair value as of August 1, 2024.   Purchase Price Allocation   The Company obtained full control of Unique Singapore and consolidated this entity as of the acquisition date. GAAP requires an acquirer to recognize the assets acquired, the liabilities assumed, and any noncontrolling interest in the acquired entity at the acquisition date, measured at their fair values as of that date. The acquisition method of accounting requires extensive use of estimates and judgments to allocate the considerations transferred to the identifiable tangible and intangible assets acquired and liabilities assumed.   The following summarizes preliminary estimates of fair values of the assets acquired and liabilities assumed at the acquisition:   SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED     At Fair Value   Assets Acquired:         Current assets   $ 4,288,925   Identifiable intangible assets     1,727,000   Fixed Assets and other non-current assets     4,911   Goodwill     3,252,614             Liabilities Assumed:         Current liabilities     (7,103,798 ) Purchase Price   $ 2,169,652     The goodwill acquired is primarily attributable to the workforce retained of the acquired business and synergies expected to arise after the Company’s acquisition of the above operating subsidiary. It is also anticipated that the goodwill will be deductible for tax purposes.   The Company paid approximately $0.3 million of closing costs for legal, accounting, and other professional fees that were expensed during the three- and six-month period ended November 30, 2024.   Identifiable intangible assets and their amortization periods are estimated as follows:   SCHEDULE OF INTANGIBLE ASSETS AND AMORTIZATION PERIODS     Cost Basis   Useful Life Customer relationships   $ 1,727,000   7 years   Expense for amortization of identifiable intangible assets for the three and six months ended November 30, 2024, was $61,679. The future amortization schedule is as follows:   SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS For the Twelve Months Ending November 30       2025   $ 246,714   2026     246,714   2027     246,714   2028     246,714   2029     246,714   Thereafter     431,751   Total   $ 1,665,321       Pro Forma Information (Unaudited)    The Company is reporting the results of operations of its subsidiaries on a one-month lag basis.   The results of operations of Unique Singapore from May 1, 2024 through July 31, 2024 have not been included in the Company’s condensed consolidated financial statements because the Company only acquired this entity on August 1, 2024. The results of Unique Singapore are included in the results of operations from the date of acquisition which is August 1, 2024.   The following unaudited pro forma financial information represents a summary of the consolidated results of operations of the Company for the three months ended November 30, 2023, assuming the acquisition had been completed as of April 30, 2023, first day of the period for consolidating subsidiaries on a one-month lag basis. The proforma adjustments include the elimination of intercompany revenue and expense transactions.   SCHEDULE OF PRO FORMA INFORMATION     Three Months Ended November 30, 2023           Revenue, net   $ 62,142,243   Net loss attributable to registrant     (3,351,930 ) Weighted average shares of common stock outstanding, basic and diluted     799,141,770   Net loss per share, basic and diluted   $ (0.00 )   The following unaudited pro forma financial information represents a summary of the consolidated results of operations of the Company for the six months ended November 31, 2024 and 2023, assuming the acquisition had been completed as of April 30, 2023. The proforma adjustments include the elimination of intercompany revenue and expense transactions.       Six Months Ended November 30, 2024     Six Months Ended November 30, 2023                 Revenue, net   $ 228,368,681     $ 125,337,013   Net loss attributable to registrant     (3,639,053 )     (6,492,500 ) Weighted average shares of common stock outstanding, basic and diluted     799,141,770       799,141,770   Net loss per share, basic and diluted   $ (0.01 )   $ (0.01 )   The pro forma financial information is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had been effective as of these dates, or of future results.   Divestitures   Per the termination agreement dated as of January 14, 2025 and effective as of November 30, 2024, by and between the Company and ULHK, the parties agreed to terminate the share sale and purchase agreement between the Company and ULHK dated September 13, 2022, as amended (the “Unique Vietnam Purchase Agreement”), pursuant to which the Company agreed to purchase from ULHK interests representing 65% of the charter capital of Unique Logistics International (Vietnam) Co., Ltd. (“Unique Vietnam”). Under the terms of the termination agreement the original $1,000,000 promissory note and $694,010 accrued contingency that the Company issued to ULHK was cancelled and the Company recorded a liability in the amount of $650,000 to ULHK as part of the settlement. In connection with the termination of the Unique Vietnam Purchase Agreement and deconsolidation of Unique Vietnam as of November 30, 2024, the Company recognized a $0.4 million pre-tax gain on business disposal in the condensed consolidated statements of operations for the three and six months ended November 30, 2024. The Company evaluated this transaction under discontinued operations guidance and concluded that even though Unique Vietnam operations and cash flows can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity, strategic shift test was not met, therefore this divestiture was deemed to be immaterial and as such reported in continuing operations. Since all periods presented include the activity of the disposed subsidiary pro forma schedules are not required.

v3.25.0.1

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	6 Months Ended
	Nov. 30, 2024
Payables and Accruals [Abstract]
ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	3. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES   Accrued expenses and other current liabilities consisted of the following on November 30, 2024 and May 31, 2024:   SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES     November 30, 2024     May 31, 2024                 Accrued professional fees   $ 431,306     $ 2,744,066   Accrued salaries and related expenses     1,079,607       1,620,083   Accrued interest     1,712,118       800,850   Accrued refunds     -       529,757   Accrued sales and marketing expense     637,920       187,915   Accrued income tax     -       106,213   Other accrued expenses and current liabilities     975,412       482,951   Accrued expenses and other current liabilities   $ 4,836,363     $ 6,471,835

v3.25.0.1

FINANCING ARRANGEMENTS	6 Months Ended
	Nov. 30, 2024
Debt Disclosure [Abstract]
FINANCING ARRANGEMENTS	4. FINANCING ARRANGEMENTS   Financing arrangements on the condensed consolidated balance sheets consists of:   SCHEDULE OF FINANCING ARRANGEMENT     November 30, 2024     May 31, 2024                 Revolving credit facility   $ 20,685,748     $ 13,125,031   Notes payable     11,544,198       12,000,000   Long term debt     32,229,946       25,125,031   Less: current portion     22,093,550       14,397,196   Long term debt, net of current portion   $ 10,136,396     $ 10,727,835     Revolving Credit Facility   The TBK Facility provides for the Company to have access to the lesser of (i) $25.0 million and (ii) the Formula Amount (as defined in the loan and security agreement dated July 20, 2023 with respect thereto the “TBK Agreement”)). The TBK Agreement is for an initial term of 24 months and may be extended or renewed, unless terminated in accordance with its terms, and is currently scheduled to mature on June 1, 2025, and carries an interest rate based on Wall Street Journal Prime Rate plus 2.75%.   On September 12, 2024, the Company entered into an amendment to the security and loan agreement for a temporary increase in the available credit limit from $25.0 million to $30.0 million through March 12, 2025. All other terms of the TBK Agreement remain the same.   The Company is subject to certain financial covenants as part of the TBK Agreement. As of November 30, 2024 the Company was in violation of the specified fixed coverage ratio financial covenant. On March 6, 2025, the Company entered into a waiver to the TBK Agreement with TBK Bank whereby TBK Bank agreed to waive the fixed coverage ratio event of default for the quarter ended November 30, 2024. The Company is also in violation of the same debt covenant for the quarter ended February 28, 2025, and will be requesting another wavier from the lender.   Notes Payable   On March 10, 2023, the Company entered into a financing agreement (the “Financing Agreement”) and related fee letter as a borrower with certain of its subsidiaries party thereto as guarantors (collectively with the Company, the “Borrowers”), the lenders party thereto (collectively, the “Lenders”), CB Agent Services LLC, as origination agent, and Alter Domus (US) LLC, as collateral agent and administrative agent (together with CB Agents, the “Agents”) (collectively, the “Parties”). The Financing Agreement provides for an initial senior secured term loan in a principal amount of $4,210,526 and a delayed draft term loan in an aggregate principal amount of up to $14,789,474. On June 30, 2023, the Company borrowed on the delayed draft term loan amount of $5,263,158.   The Company is subject to certain financial covenants as part of the Financing Agreement. As of November 30, 2024 the Company was in violation of the EBITDA leverage ratio financial covenant set forth in Section 7.03(c) of the Financing Agreement. On January 8, 2025, the Company entered into a waiver agreement with the Agents whereby the Agents waived the requirements of, among other requirements, Section 7.03(c) of the Financing Agreement for the quarter ended November 30, 2024.

v3.25.0.1

RELATED PARTY TRANSACTIONS	6 Months Ended
	Nov. 30, 2024
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	5. RELATED PARTY TRANSACTIONS   The Company has the following notes payable to related parties:   SCHEDULE OF RELATED PARTY TRANSACTION     November 30, 2024     May 31, 2024                 Due to FTS (1)   $ 500,000     $ 500,000   Due to ULHK(2)     11,753,000       10,647,010   Due to related parties     12,253,000       11,147,010   Less: current portion     -       -   Due to related parties, net of current portion   $ 12,253,000     $ 11,147,010     (1) Promissory note dated February 21, 2023, in connection with the acquisitions completed in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from Frangipani Trade Services (“FTS”) maturing December 31, 2025, and bearing no interest. FTS is owned by the Company’s CEO.     (2) This debt relates to a series of acquisitions by the Company of the share capital in nine entities previously owned by ULHK, an entity with over 10% investment in the Company. On October 7, 2024, the Company and ULHK amended all the notes outstanding to extend the maturity dates on each of these promissory notes to December 31, 2025.   Transactions listed below are between the Company and ULHK and its operating subsidiaries. These are considered related party transactions due to ULHK being an entity with a more than 10% investment in the Company.   Accounts Receivable and Payable   Transactions with related parties account for $0.3 million and $2.1 million, respectively, of accounts receivable and accounts payable as of November 30, 2024, compared to $1.2 million and $5.2 million, respectively, of accounts receivable and accounts payable as of May 31, 2024.   Revenue and Expenses   Revenue from related party transactions is for export services from related parties or for delivery at place imports nominated by such related parties. For the three months ended November 30, 2024, and 2023 these transactions represented $0.7 million and $0.4 million, respectively. For the six months ended November 30, 2024 and 2023, these transactions represented $0.9 million and $0.6 million, respectively.   Direct costs are services billed to the Company by related parties for shipping activities. For the three months ended November 30, 2024, and 2023 these transactions represented approximately $4.2 million and $1.8 million, respectively. For the six months ended November 30, 2024, and 2023, these transactions represented $10.3 million and $2.5 million, respectively.

v3.25.0.1

OTHER LONG-TERM LIABILITIES	6 Months Ended
	Nov. 30, 2024
Debt Disclosure [Abstract]
OTHER LONG-TERM LIABILITIES	6. OTHER LONG-TERM LIABILITIES   Merger Termination   On December 18, 2022, the Company entered into an Agreement and Plan of Merger by and among Edify Acquisition Corp., a Delaware corporation (“Buyer”), Edify Merger Sub, Inc., a Nevada corporation (“Merger Sub”), and the Company, as amended and supplemented (the “Merger Agreement”). On March 1, 2024, the Company, Buyer and Merger Sub entered into a mutual termination agreement, pursuant to which they mutually agreed to terminate the Merger Agreement effective as of such date.   As a result of terminating the Merger Agreement, besides the merger termination costs of approximately $10.4 million initially and adjusted to $9.9 million for the year ended May 31, 2024, the Company also recognized an impairment charge for the previously deferred uplist costs in the amount of $3.1 million as reflected on the statement of operations for the year ended May 31, 2024.   Amendment to the financing agreement and a waiver   As previously disclosed, on March 10, 2023, the Company entered into the Financing Agreement as borrower with certain of its subsidiaries party thereto as guarantors, the Lenders, and the Agents, for an initial senior secured term loan in a principal amount of $4,210,526 and a delayed draft term loan in an aggregate principal amount of up to $14,789,474.   Effective March 1, 2024, the Parties entered into a waiver and amendment no. 2 to the Financing Agreement (the “Second Waiver”), whereby the Agents and the Lenders agreed to waive: (i) (a) that certain Event of Default (as defined in Section 9.01 of the Financing Agreement) that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(a) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (the “FCCR Event of Default”), (b) that certain Event of Default that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(b) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (the “Liquidity Event of Default”) and (c) that certain Event of Default that has occurred or may occur due to the Borrowers’ noncompliance with Section 7.03(c) of the Financing Agreement for each of the fiscal quarters in the fiscal year ending May 31, 2024 and for the fiscal quarter ending August 31, 2024 (together with the FCCR Event of Default and the Liquidity Event of Default, the “Specified Events of Default”); and (ii) interest at the post-default rate with respect to the Specified Events of Default from the date such event occurred through the Second Waiver effective date. As noted above, the Company is still non-compliant with Section 7.03(c) of the Financing Agreement in the second quarter ended November 30, 2024 as discussed in Note 4.   In addition, pursuant to the Second Waiver, the Borrowers agreed to (i) pay the administrative agent a non-refundable Waiver Fee in an aggregate amount of $3,000,000, which was deemed fully earned on the effective date of the Second Waiver, and (ii) issue the origination agent or its designee warrants, in form and substance satisfactory to the origination agent, entitling the holder thereof to purchase a number of shares of the Company’s common stock equal to the greater of (a) 7% of enterprise value as calculated in a manner to be mutually agreed and acceptable to the origination agent and the Company on a fully diluted basis and (b) $7,000,000, on terms, conditions and in a form reasonably acceptable to origination agent, and having an exercise price of $0.01 per share.   The anti-dilution provisions applicable to the warrants shall at no time be less favorable to the holder thereof than those accorded by the parent to any other person on or after the effective date. The warrants shall be exercisable for a period of 7.5 years unless otherwise agreed within the warrant agreement, which is currently being drafted. This contract did not meet qualification requirements to be classified as equity because there is no explicit limit on the number of shares to be delivered in a share settlement. Accordingly, the warrants were classified as a liability as the issuer is obligated to settle the warrant by issuing a variable number of shares and the monetary value of the obligation based on a predetermined fixed amount, variation in something other than the issuers stock price, in this case the amount is the enterprise value of the Company at the time of the future financing event. As the warrants were not yet issued on the balance sheet date, these expected warrants were recorded as other long-term liability with an estimated fair market value of $6,879,823 as of May 31, 2024 and $6,370,063 as of November 30, 2024.   Due to the unique nature of these warrants, which the Company anticipates will have an effective date of February 28, 2025 a Monte Carlo simulation was necessary in order to properly perform the valuation. Monte Carlo simulation analysis is mathematically similar to that used in a Black-Scholes option pricing model. However, in a Monte Carlo simulation, a computer is used to generate random price movements, which are constrained by the expected volatility of the underlying security. Where each step in a binomial model contains two possible outcomes, each step in a Monte Carlo simulation contains an unlimited number of potential outcomes. For the fair value of the warrants to be issued, a simulation using a risk neutral drift factor, the risk-free rate, was used.     The key inputs into the model were as follows:   SCHEDULE OF FAIR VALUE ASSUMPTIONS     November 30, 2024     May 31, 2024   Risk-free interest rate     4.1 %     4.5 % Discount rate     11.5 %     6.0 % Probability of financing event next 2 years     85.0 %     85.0 % Probability of financing event years 2 through 7.5     90.0 %     90.0 % Term     6.8 years       7.3 years     The Company has identified and recorded these expected warrants (prior to issuance) due to the contractual nature of this liability as a long-term liability. Once issued, these warrants will be reclassified into derivative liability as representing the rights of holders of these warrants to receive certain shares of common stock upon qualified financing event. Accordingly, the Company is treating this long-term liability as derivative liability and adjusting it to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of derivative liabilities” financial statement line item of the Company’s statements of operations.   SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE     Level 1     Level 2     Level 3   Other long-term liabilities as June 1, 2024   $    -     $    -     $ 6,879,823   Addition     -       -       -    Change in fair value of derivative liabilities     -        -        (509,760 )  Other long-term liabilities as November 30, 2024   $ -     $ -     $ 6,370,063

v3.25.0.1

STOCKHOLDERS’ EQUITY	6 Months Ended
	Nov. 30, 2024
Equity [Abstract]
STOCKHOLDERS’ EQUITY	7. STOCKHOLDERS’ EQUITY   Common Stock   The Company is authorized to issue 800,000,000 shares of common stock, par value of $0.001 per share.   Preferred Shares   The Company is authorized to issue 5,000,000 shares of preferred stock, $0.001 par value per share.   Series A Convertible Preferred   The shares of the Company’s Series A Preferred Stock contain an anti-dilution provision that provides for an adjustment necessary to maintain the stockholders’ fully diluted ownership percentage as of the date of issuance of the shares of Series A Preferred Stock.   Subject to the rights of holders of shares of the Company’s Series B Preferred Stock, which shares rank pari passu with shares of the Company’s Series A Preferred Stock in terms of liquidation preference, in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of the Company’s Series A Preferred Stock shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock and other junior securities, a liquidation preference equal to their stated value per share.   Series B Convertible Preferred   Subject to the rights of holders of shares of the Company’s Series A Preferred Stock, which shares rank pari passu with shares of the Company’s Series B Preferred Stock in terms of liquidation preference, in the event of any liquidation, dissolution or winding up of the Company, either voluntary or involuntary, the stockholders of record of shares of Series B Preferred Stock shall be entitled to receive, at their option, immediately prior and in preference to any distribution to the holders of the Company’s common stock and other junior securities, a liquidation preference equal to their stated value per share.   Series C & D Convertible Preferred   The holders of the Company’s Series C and Series D Preferred Stock shall be entitled to receive, upon liquidation, dissolution or winding up of the Company, the amount of cash, securities, or other property to which such holder would be entitled to receive with respect to such shares of Preferred Stock if such shares had been converted to shares of common stock immediately prior to such liquidation, dissolution or winding up.

v3.25.0.1

COMMITMENTS AND CONTINGENCIES	6 Months Ended
	Nov. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	8. COMMITMENTS AND CONTINGENCIES   Litigation   From time to time, the Company may become involved in litigation relating to claims arising in the ordinary course of the business. There are no claims or actions pending or threatened against the Company that, if adversely determined, would in the Company’s management’s judgment have a material adverse effect on the Company.   Leases   The Company leases office space, warehouse facilities and equipment under non-cancellable lease agreements expiring on various dates through October 2028. Office leases contain provisions for future rent increases. The Company adopted ASC 842 from inception, requiring the Company to recognize an asset and liability on the consolidated balance sheets for lease arrangements with terms longer than 12 months. The Company has elected the practical expedient to not apply the recognition requirement to leases with a term of less than one year (short term leases). The Company uses its incremental borrowing rate to discount lease payments to present value. The incremental borrowing rate is based on the estimated interest rate the Company could obtain for borrowing over a similar term of the lease at commencement date. Rental escalations, renewal options and termination options, when applicable, have been factored into the Company’s determination of lease payments when appropriate. The Company does not separate lease and non-lease components of contracts. Variable payments related to pass-through costs for maintenance, taxes and insurance or adjustments based on an index such as Consumer Price Index are not included in the measurement of the lease liability or asset and are expensed as incurred.     The components of lease expense were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE     For the Three Months Ended     For the Three Months Ended       November 30, 2024     November 30, 2023   Operating lease (right of use (“ROU”) amortization)   $ 661,110       732,624   Interest on lease liabilities     178,486       219,174   Total net lease cost   $ 839,596       951,798           For the Six Months Ended     For the Six Months Ended       November 30, 2024     November 30, 2023   Operating lease cost – Right of Use Asset Amortization   $ 1,395,366       1,428,413   Interest on lease liabilities     369,376       440,868   Total net lease cost   $ 1,764,742       1,869,281     Supplemental balance sheet information related to leases was as follows:   SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION     November 30, 2024     May 31, 2024                 Operating leases:                 Operating lease ROU assets, net   $ 7,629,534     $ 9,019,914                     Current operating lease liabilities     2,238,717       2,588,817   Noncurrent operating lease liabilities     5,864,093       6,902,171   Total operating lease liabilities   $ 8,102,810     $ 9,490,988     Supplemental cash flow and other information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES     For Six Months     For Six Months       Ended     Ended       November 30, 2024     November 30, 2023                 ROU assets obtained in exchange for lease liabilities:                 Operating leases   $ 4,986     $ 1,250,215   Cash Paid for amounts included in the measurement of lease liabilities:                 Operating leases   $ 1,393,164     $ 1,265,117   Weighted average remaining lease term (in years):                 Operating leases     2.51       3.9   Weighted average discount rate:                 Operating leases     8.3 %     9.1 %   Future Minimum Payments for the Twelve Months Ending November 30,   SCHEDULE OF MINIMUM LEASE PAYMENTS     November 30, 2024   2025   $ 3,077,156   2026     2,840,503   2027     2,883,656   2028     433,285   2029     29,392   Thereafter     -   Total lease payments     9,263,992   Less: imputed interest     1,161,182   Total lease obligations   $ 8,102,810

v3.25.0.1

INCOME TAX PROVISION	6 Months Ended
	Nov. 30, 2024
Income Tax Disclosure [Abstract]
INCOME TAX PROVISION	9. INCOME TAX PROVISION   The breakout of foreign and domestic pretax income (loss) is as follows: SCHEDULE OF PRETAX INCOME      For the Three Months Ended November 30, 2024     For the Three Months Ended November 30, 2023                 Domestic   $ (1,727,273 )    $ (1,497,278 ) Foreign   $ (75,260 )      (1,398,205 ) Pretax income   $ (1,802,533 )   $ (2,895,483 )         For the Six Months Ended November 30, 2024     For the Six Months Ended November 30, 2023                 Domestic   $ (749,506 )    $ (5,667,523 ) Foreign     188,924       (32,919 ) Pretax income   $ (560,583 )   $ (5,700,442 )   The quarterly tax provision is determined using an estimated annual effective tax rate, adjusted for discrete items arising in the applicable quarter. The Company recorded a provision for income tax expense of $3.9 million, reflecting an effective tax rate of 693.1%, and $0.5 million of income tax benefit, reflecting an effective tax rate of 9.1%, respectively, for the six months ended November 30, 2024, and November 30, 2023. The effective rate for the six months ended November 30, 2024 differed from the U.S. federal statutory rate primarily due to the recognition of a valuation allowance during the period. For the three-months ended November 30, 2024, the Company recorded $0.5 million income tax expense with an effective tax rate of 29.7%. compared with benefit of 0.03 million and an effective rate of 0.9% for three months ended November 30, 2023. The Company has determined that it is not more likely than not to recognize a portion of its federal, foreign and state deferred tax assets. For the three-months ended November 30, 2023, our effective tax rate differed from the U.S. federal statutory rate primarily as a result of prior provision to actual and foreign tax adjustments.   The Company has filed its income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various international jurisdictions. Tax years 2020 and forward generally remain open for examination for federal and state tax purposes. Tax years 2017 and forward generally remain open for examination for foreign tax purposes. To the extent utilized in future years’ tax returns, net operating losses as of May 31, 2024 and 2023 will remain subject to examination until the respective tax year is closed.

v3.25.0.1

SUBSEQUENT EVENTS	6 Months Ended
	Nov. 30, 2024
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS   Line of credit waiver of financial covenant   As also discussed in Note 4, on March 6, 2025, the Company and TBK Bank entered into a waiver to the TBK Agreement whereby TBK Bank agreed to waive a specified event of default as of November 30, 2024. All other terms and conditions of the original TBK Agreement remain the same.   Term debt waiver of financial covenant   As also discussed in Note 4, on January 8, 2025, the Company entered into a waiver agreement with the Agents whereby the Agents waived the requirements of, among other requirements, Section 7.03(c) of the Financing Agreement for the quarter ended November 30, 2024.

v3.25.0.1

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	6 Months Ended
	Nov. 30, 2024
Accounting Policies [Abstract]
Nature of Business	Nature of Business   Unique Logistics International, Inc. and its subsidiaries (the “Company”) is a non-asset-based provider of global logistics and freight forwarding services operating through a worldwide network of offices and exclusive or non-exclusive agents. The Company’s customers include retailers and wholesalers, electronics, high technology, industrial and manufacturing companies around the world. The Company provides a range of international logistics services that enable its customers to outsource sections of their supply chain process. This range of services can be categorized as follows:     ● Air Freight   ● Ocean Freight   ● Customs Brokerage and Compliance   ● Warehousing and Distribution   ● Order Management
Basis of Presentation	Basis of Presentation   These condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and include all accounts of the Company and its majority owned subsidiaries stated in U.S. dollars, the Company’s functional currency. For subsidiaries operating outside the U.S., the financial information will be accounted for on a one-month lag. Substantially all unremitted earnings of international subsidiaries are free of legal and contractual restrictions. All intercompany transactions and balances have been eliminated in the condensed consolidated financial statements.   The unaudited interim financial information furnished herein reflects all adjustments, consisting solely of normal recurring items, which in the opinion of management are necessary to fairly state the financial position of the Company and the results of its operations for the periods presented. The results reported in these interim condensed consolidated financial statements should not be regarded as necessary indicative of results that may be expected for an entire fiscal year. This report should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended May 31, 2024. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. The condensed consolidated balance sheet on May 31, 2024 was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.
Liquidity and Going Concern	Liquidity and Going Concern   The Company’s financial statements are prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of obligations in the normal course of business. In accordance with ASU No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going concern (Subtopic 205-40), the Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern within one year after the date that the condensed consolidated financial statements are issued.   The Company’s principal sources of cash are (i) cash generated from operations, (ii) borrowings available under its revolving line of credit and (iii) proceeds from future debt or equity issuances. As of November 30, 2024, the Company had cash and cash equivalents on hand of approximately $3.7 million, negative working capital of $2.8 million, and $9.3 million available to draw under its operating line of credit with TBK Bank, SSB (the “TBK Facility”) based on the amount of its accounts receivable on November 30, 2024. On September 12, 2024, the Company entered into an agreement with TBK Bank to temporarily increase the credit limit under the TBK Facility from $25.0 million to $30.0 million for a period of six months through March 12, 2025. The Company has incurred net losses of $4.4 million and used cash for its operations in the amount of $5.5 million during the six months ended November 30, 2024, primarily due to the ramp up of accounts receivable and accounts payable during the most recent quarter ended due to an increase in sales. The negative working capital, net losses and cash used in operations are all indicators of substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the condensed consolidated financial statements appearing elsewhere in this report are issued.   The Company is currently evaluating several different strategies to enhance its liquidity position. These strategies may include, but are not limited to, pursuing additional actions under its strategic plan, seeking additional financing from both the public and private markets through the issuance of equity securities and seeking to extend the term of outstanding debt. The outcome of these matters cannot be predicted with any certainty at this time. There can be no assurance that the Company will be able to raise the capital it needs to continue its operations on satisfactory terms or at all. If capital is not available to the Company when, and in the amounts, needed, the Company could be required to liquidate its assets, cease or curtail operations, which could materially harm its business, financial condition and results of operations, or seek protection under applicable bankruptcy laws or similar state proceedings.   The Company is continually evaluating its liquidity requirements considering its operating needs, growth initiatives and capital resources. Based on its assessment of the Company’s projected cash flow and business performance as of and subsequent to November 30, 2024, management believes that the Company’s current cash and cash availability under the TBK facility as well as the ability to renegotiate the debt repayments would be sufficient to support its operations for at least the next 12 months from the issuance of this report. The Company’s plan includes the items noted above as well as securing external financing, which may include raising debt or equity capital. These plans are not entirely within the Company’s control including its ability to raise sufficient capital on favorable terms, if at all, and absent an infusion of sufficient capital there is substantial doubt about its ability to continue as a going concern for 12 months after the date the condensed consolidated financial statements for the three and six months ended November 30, 2024 are issued.
Use of Estimates	Use of Estimates   The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expenses during the reported period. Actual results could differ from those estimates.     Significant estimates inherent in the preparation of the condensed consolidated financial statements include determinations of the useful lives and expected future cash flows of long-lived assets, including intangibles, valuation of assets and liabilities acquired in business combinations, and estimates and assumptions in valuation of debt and equity instruments, including derivative liabilities. In addition, the Company makes significant judgments to recognize revenue – see policy note “Revenue Recognition” below.
Revenue Recognition	Revenue Recognition   The Company follows ASC 606, Revenue from Contracts with Customers. Under ASC 606, revenue is recognized when control of the promised goods or services is transferred to the Company’s customers, in an amount that reflects the consideration the Company expects to receive in exchange for services. The Company recognizes revenue upon meeting each performance obligation based on the allocated amount of the total consideration of the contract to each specific performance obligation.   To determine revenue recognition, the Company applies the following five steps:     1. Identify the contract(s) with a customer;         2. Identify the performance obligations in the contract;         3. Determine the transaction price;         4. Allocate the transaction price to the performance obligations in the contract; and         5. Recognize revenue as or when the performance obligation is satisfied.   Revenue is recognized as follows:     i. Freight income - export sales           Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the sail or departure from origin port. The Company is the principal in these transactions and recognizes revenue on a gross basis.         ii. Freight income - import sales           Freight income from the provision of air, ocean, and land freight forwarding services are recognized over time based on a relative transit time basis through the delivery to the customer’s designated location. The Company is the principal in these transactions and recognizes revenue on a gross basis.         iii. Customs brokerage and other service income           Customs brokerage and other service income from the provision of other services are recognized at the point in time the performance obligation is met.     The Company’s business practices require, for accurate and meaningful disclosure, that it recognizes revenue over time. The “over time” policy is the period from point of origin to arrival of the shipment at the port of entry (or in the case when the customer requires delivery to a designated point, the arrival at that delivery point). This overtime policy requires the Company to make significant judgements to recognize revenue over the estimated duration of time from port of origin to arrival at port of entry. The point in the process when the Company meets its obligation in the port of entry and the subsequent transfer of the goods to the customer is when the customer has the obligation to pay, has taken physical possession, has legal title, risk and awards (ownership) and has accepted the goods. The Company has elected to not disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied as of the end of the period as the Company’s contracts with its customers have an expected duration of one year or less.   The Company uses independent contractors and third-party carriers in the performance of its transportation services. The Company evaluates who controls the transportation services to determine whether its performance obligation is to transfer services to the customer or to arrange for services to be provided by another party. The Company determined it acts as the principal for its transportation services performance obligation as it is in control of establishing the prices for the specified services, managing all aspects of the shipments process and assuming the risk of loss for delivery and collection.   Revenue billed prior to realization is recorded as contract liabilities on the consolidated balance sheets and contract costs incurred prior to revenue recognition are recorded as contract assets on the consolidated balance sheets.   Contract Assets   Contract assets represent amounts for which the Company has the right to consideration for the services provided while a shipment is still in-transit but for which it has not yet completed the performance obligation and has not yet invoiced the customer. Upon completion of the performance obligations, which can vary in duration based upon the method of transport and billing the customer, these amounts become classified within accounts receivable.   Contract Liabilities   Contract liabilities represent the amount of obligation to transfer goods or services to a customer for which consideration has been received.   Disaggregation of Revenue from Contracts with Customers   The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended November 30, 2024, and 2023, based on origin of shipment (imports) or destination of shipment (exports):   SCHEDULE OF DISAGGREGATION OF REVENUE     For the Three     For the Three       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 25,187,654     $ 14,375,941   Southeast Asia     29,686,333       12,062,505   United States     19,215,565       13,622,472   India Sub-continent     25,397,110       16,288,777   EMEA (Europe, Middle East, and Africa )     8,715,669       4,502,108   Other     4,024,386       990,450   Total revenue   $ 112,226,717     $ 61,842,253         For the Six     For the Six       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 53,427,567     $ 28,737,587   Southeast Asia     54,171,573       22,357,449   United States     50,556,044       20,337,485   India Sub-continent     46,582,928       34,925,534   EMEA (Europe, Middle East, and Africa )     16,329,948       11,307,513   Other     6,356,894       7,044,969   Total revenue   $ 227,424,954     $ 124,710,537
Foreign Currency Translation	Foreign Currency Translation   For most of our international operations conducted by the subsidiaries operating outside the U.S, local currencies have been determined to be functional currencies. The Company translates functional currency assets and liabilities to their U.S. dollar equivalents at exchange rates in effect as of the balance sheet date and income and expense amounts at average exchange rates for the period. The U.S. dollar effects that arise from changing translation rates are recorded in Other comprehensive income/(loss). Transaction gains or losses result from a change in exchange rates between the functional currency and the currency in which a foreign currency transaction is denominated. The Company aggregates all transaction gains and losses and classify the net amount in a single caption in the income statement in operating income as foreign exchange transactions, net.
Fair Value Measurement	Fair Value Measurement   The Company follows the authoritative guidance that establishes a formal framework for measuring fair values of assets and liabilities in the consolidated financial statements that are already required by generally accepted accounting principles to be measured at fair value. The guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.   The Company utilizes market data or assumptions that market participants who are independent, knowledgeable, and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.   The Company is able to classify fair value balances based on the observability of those inputs. The guidance establishes a formal fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to level 3 measurements, and accordingly, Level 1 measurement should be used whenever possible.   The hierarchy is broken down into three levels based on the reliability of inputs as follows:   Level 1 – Quoted prices in active markets for identical assets or liabilities or published net asset value for alternative investments with characteristics similar to a mutual fund.   Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.   Level 3 – Unobservable inputs for the asset or liability.   The methods used may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while management believes its valuation methods are appropriate, the fair value of certain financial instruments could result in a difference fair value measurement at the reporting date. There were no changes in the Company’s valuation methodologies from the prior year.     For purpose of this disclosure, the fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation. The carrying amounts for financial assets and liabilities such as cash and cash equivalents, accounts receivable - trade, contract assets, factoring reserve, other prepaid expenses and current assets, accounts payable – trade and other current liabilities, including contract liabilities, convertible notes, promissory notes, all approximate fair value due to their short-term nature as of November 30, 2024, and May 31, 2024. The carrying amount of the long-term debt approximates fair value because the interest rates on these instruments approximate the interest rate on debt with similar terms available to the Company. Lease liabilities approximate fair value based on the incremental borrowing rate used to discount future cash flows. The Company had Level 3 liabilities (See Derivative Liability note) as of November 30, 2024, and May 31, 2024. There were no transfers between levels during the reporting period.
Accounts Receivable	Accounts Receivable   Accounts receivable from revenue transactions are based on invoiced prices which the Company expects to collect. In the normal course of business, the Company extends credit to customers that satisfy pre-defined credit criteria. The Company generally does not require collateral to support customer receivables. Accounts receivable, as shown on the consolidated balance sheets, is net of allowances when applicable. Management estimates that allowance for credit losses is based on ongoing review of existing economic conditions, the financial conditions of the customers, historical trends in credit losses, and the amount and age of past due accounts. The Company’s trade accounts receivable present similar credit risk characteristics and the allowance for credit loss is estimated on a collective basis, using a credit loss-rate method that uses historical credit loss information and considers the current economic environment.   As of November 30, 2024, and May 31, 2024, the allowance for credit losses was approximately $1.0 million, and the bad debt expense was immaterial for each of the quarters ended November 30, 2024 and 2023. Additions and write-offs have not been significant in the periods presented.   Concentrations   As of November 30, 2024 and 2023, one major customer (Customer A) represented approximately 13% and 7% of total accounts receivable, respectively. Another major customer (Customer B) represented 5% and 16% of total accounts receivable as of November 30, 2024 and 2023, respectively.   Revenue from two major customers (Customers A and B) was 14% and 10% of total revenue, respectively, for the six months ended November 30, 2024. One major customer (Customer B) was 13% of total revenue for the six months ended November 30, 2023.   Revenue from two major customers (Customers A and B) was 20% and 14% of total revenue, respectively, for the three months ended November 30, 2024. One major customer (Customer B) was 24% of total revenue for the three months ended November 30, 2023.
Goodwill and Other Intangibles	Goodwill and Other Intangibles   The Company accounts for business acquisitions in accordance with GAAP. Goodwill in such acquisitions is determined as the excess of fair value over amounts attributable to specific tangible and intangible assets. GAAP specifies criteria to be used in determining whether intangible assets acquired in a business combination must be recognized and reported separately from goodwill. Amounts assigned to goodwill and other identifiable intangible assets are based on independent appraisals or internal estimates.   In accordance with GAAP, the Company does not amortize goodwill or indefinite-lived intangible assets. Management evaluates the remaining useful life of an intangible asset that is not being amortized each reporting period to determine whether events and circumstances continue to support an indefinite useful life. If an intangible asset that is not being amortized is subsequently determined to have a finite useful life, it is amortized prospectively over its estimated remaining useful life. Amortizable intangible assets, including tradenames and non-compete agreements, are amortized on a straight-line basis over 3 to 10 years. Customer relationships are amortized on a straight-line basis over 12 to 15 years.   The Company tests goodwill for impairment annually as of May 31 or if an event occurs or circumstances change that indicate that the fair value of the entity, or the reporting unit, may be below its carrying amount.
Derivative Liability	Derivative Liability   Convertible Preferred Stock Series A, C and D feature anti-dilution provision that expires on a specified date. Management has determined the anti-dilution provision embedded in preferred stock Series A, C and D is required to be accounted for separately from the preferred stock as a derivative liability and recorded at fair value. Separation of the anti-dilution option as a derivative liability is required because its economic characteristics are considered more akin to an equity instrument and therefore the anti-dilution option is not considered to be clearly and closely related to the economic characteristics of the preferred stock.   The Company has identified and recorded derivative instruments arising from an anti-dilution provision. An embedded derivative liability is representing the rights of holders of Convertible Preferred Stock Series A, C and D to receive additional common stock of the Company upon issuance of any additional common stock by the Company prior to qualified financing event as defined in the agreement. Each reporting period, the embedded derivative liability, if material, would be adjusted to reflect fair value at each period end with changes in fair value recorded in the “Change in fair value of embedded derivative liability” financial statement line item of the company’s statements of operations.     SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES     Level 1     Level 2     Level 3   Derivative liabilities as of June 1, 2024   $ -     $ -     $ 5,669,000   Derivative liabilities, beginning balance   $ -     $ -     $ 5,669,000   Addition     -       -       -   Change in fair value     -       -       363,790   Derivative liabilities as of November 30, 2024   $ -     $ -     $ 6,032,790   Derivative liabilities, ending balance   $ -     $ -     $ 6,032,790     The underlying value of the anti-dilution provision is calculated from estimating the probability and value of the provision assuming a near term financing event. For the period ended November 30, 2024, based on the assumption of how antidilutive shares of Convertible Preferred Series A, C and D would be exchanged in the near future for common stock, and the fact that the antidilution provision of these shares is effective through December 31, 2024, the assumptions include probability of the financing event, estimated value of common stock at the exchange point and estimated time to financing event.   The key inputs into the model were as follows:   SCHEDULE OF FAIR VALUE ASSUMPTION     November 30, 2024     May 31, 2024   Risk-free interest rate     4.26 %     4.96 % Probability of capital raise (financing event)     30 %     30 % Probability of sale (financing event)     50 %     50 % Derivative liabilities measurement input     50 %     50 %                   Estimated value of common stock capital raise per share   $ 0.0073     $ 0.0067   Estimated value of common stock upon sale per share   $ 0.0086     $ 0.0079   Estimated time to financing event     1.25 years       1.75 years
Income Taxes	Income Taxes   Income taxes are accounted for under the asset and liability method of accounting. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributed to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, the tax effect of loss carry forwards and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established when necessary to reduce deferred tax assets to amounts expected to be realized.   The Company uses a two-step approach to recognizing and measuring uncertain income tax positions (tax contingencies). The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not the position will be sustained on audit, including resolution of related appeals or litigation processes. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating its tax positions and estimating our tax benefits, which may require periodic adjustments, and that may not match the ultimate future outcome.
Segment Reporting	Segment Reporting   Based on the guidance provided by the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting, management has determined that the Company currently operates in one primary geographical segment, the United States of America, where most of its customers are located, and consists of a single reporting unit given the similarities in economic characteristics between its operations and the common nature of its products, services, and customers.
Comprehensive Income	Comprehensive Income   Comprehensive income consists of net earnings and other gains and losses affecting equity that, under GAAP, are excluded from net earnings. For the Company, these consist of foreign currency translation gains and losses, net of related income tax effects and comprehensive income or loss attributable to the noncontrolling interests. Accumulated other comprehensive income or loss consisted entirely of foreign currency translation adjustments, net of related income tax effects for the periods ended November 30, 2024 and 2023.
Earnings per Share	Earnings per Share   The computations of basic and diluted earnings per share were as follows:   SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE     November 30, 2024     November 30, 2023       For the Three Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (2,338,094 )     (2,870,683 ) Effect of dilutive securities:     -        -    Diluted net loss   $ (2,338,094 )     (2,870,683 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities:*                 Series A Preferred *    -       -   Series B Preferred *   -       -   Series C Preferred *   -       -   Series D Preferred  *   -       -   Dilutive securities  *   -       -                 -   Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )       November 30, 2024     November 30, 2023       For the Six Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (4,445,707 )   $ (5,181,811 ) Effect of dilutive securities:     -        -                      Diluted net loss   $ (4,445,707 )   $ (5,181,811 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities*:                 Series A Preferred *    -       -   Series B Preferred *    -       -   Series C Preferred *    -       -   Series D Preferred *    -       -   Dilutive securities     -       -                     Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.01 )   $ (0.01 )   * Due to a net loss for the three and six months ended November 30, 2024 and 2023, only weighted average common shares are used in calculations. As November 30, 2024 and 2023, the Company’s dilution of all outstanding securities would be as follows:    SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES     November 30, 2024 and 2023   Weighted average common shares outstanding – basic     799,141,770   Series A Preferred     1,168,177,320   Series B Preferred     5,373,342,576   Series C Preferred     1,206,351,359   Series D Preferred     1,130,954,399   Weighted average common shares outstanding and assumed conversion     1,130,954,399   Weighted average common shares outstanding and assumed conversion – diluted     9,677,967,425
Recent Accounting Pronouncements	Recent Accounting Pronouncements   Improvements to Reportable Segment Disclosures   In November 2023, the Financial Accounting Standards Board (FASB) issued an Accounting Standard Update (ASU) which makes improvements to reportable segment disclosures, by requiring, among other things, the disclosure in interim periods about a reportable segment’s profit or loss and assets that are currently required annually, and disclosures of significant segment expenses and profit and loss measures provided to the chief operating decision maker. The ASU does not change how the Company identifies its operating segments. The Company expects to adopt this standard effective in a fiscal year started June 1, 2024. The Company is currently evaluating the impact of this ASU on its segment disclosures and expects no impact on its consolidated financial statements, cash flows and financial condition.   Improvements to Income Tax Disclosures   In December 2023, the FASB issued an ASU which expands income tax disclosures by requiring the disclosure, on an annual basis, of a tabular rate reconciliation using both percentages and currency amounts, broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, disclosure is required of income taxes paid, net of refunds received, disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. This standard will become effective for the Company on June 1, 2025. The Company expects this ASU to only impact its disclosures with no impacts to its consolidated financial statements, cash flows and financial condition.

v3.25.0.1

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	6 Months Ended
	Nov. 30, 2024
SCHEDULE OF DISAGGREGATION OF REVENUE	The following table disaggregates gross revenue from our clients by significant geographic area for the three and six months ended November 30, 2024, and 2023, based on origin of shipment (imports) or destination of shipment (exports):   SCHEDULE OF DISAGGREGATION OF REVENUE     For the Three     For the Three       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 25,187,654     $ 14,375,941   Southeast Asia     29,686,333       12,062,505   United States     19,215,565       13,622,472   India Sub-continent     25,397,110       16,288,777   EMEA (Europe, Middle East, and Africa )     8,715,669       4,502,108   Other     4,024,386       990,450   Total revenue   $ 112,226,717     $ 61,842,253         For the Six     For the Six       Months Ended     Months Ended       November 30, 2024     November 30, 2023   China, Hong Kong & Taiwan   $ 53,427,567     $ 28,737,587   Southeast Asia     54,171,573       22,357,449   United States     50,556,044       20,337,485   India Sub-continent     46,582,928       34,925,534   EMEA (Europe, Middle East, and Africa )     16,329,948       11,307,513   Other     6,356,894       7,044,969   Total revenue   $ 227,424,954     $ 124,710,537
SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES	SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES     Level 1     Level 2     Level 3   Derivative liabilities as of June 1, 2024   $ -     $ -     $ 5,669,000   Derivative liabilities, beginning balance   $ -     $ -     $ 5,669,000   Addition     -       -       -   Change in fair value     -       -       363,790   Derivative liabilities as of November 30, 2024   $ -     $ -     $ 6,032,790   Derivative liabilities, ending balance   $ -     $ -     $ 6,032,790
SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE	The computations of basic and diluted earnings per share were as follows:   SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE     November 30, 2024     November 30, 2023       For the Three Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (2,338,094 )     (2,870,683 ) Effect of dilutive securities:     -        -    Diluted net loss   $ (2,338,094 )     (2,870,683 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities:*                 Series A Preferred *    -       -   Series B Preferred *   -       -   Series C Preferred *   -       -   Series D Preferred  *   -       -   Dilutive securities  *   -       -                 -   Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.00 )   $ (0.00 )       November 30, 2024     November 30, 2023       For the Six Months Ended       November 30, 2024     November 30, 2023   Numerator:                 Net loss   $ (4,445,707 )   $ (5,181,811 ) Effect of dilutive securities:     -        -                      Diluted net loss   $ (4,445,707 )   $ (5,181,811 )                   Denominator:                 Weighted average common shares outstanding – basic     799,141,770       799,141,770                     Dilutive securities*:                 Series A Preferred *    -       -   Series B Preferred *    -       -   Series C Preferred *    -       -   Series D Preferred *    -       -   Dilutive securities     -       -                     Weighted average common shares outstanding and assumed conversion – diluted     799,141,770       799,141,770                     Basic and diluted net loss per common share   $ (0.01 )   $ (0.01 )   * Due to a net loss for the three and six months ended November 30, 2024 and 2023, only weighted average common shares are used in calculations. As November 30, 2024 and 2023, the Company’s dilution of all outstanding securities would be as follows:
SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES	SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES     November 30, 2024 and 2023   Weighted average common shares outstanding – basic     799,141,770   Series A Preferred     1,168,177,320   Series B Preferred     5,373,342,576   Series C Preferred     1,206,351,359   Series D Preferred     1,130,954,399   Weighted average common shares outstanding and assumed conversion     1,130,954,399   Weighted average common shares outstanding and assumed conversion – diluted     9,677,967,425
Convertible Preferred Stock [Member]
SCHEDULE OF FAIR VALUE ASSUMPTION	The key inputs into the model were as follows:   SCHEDULE OF FAIR VALUE ASSUMPTION     November 30, 2024     May 31, 2024   Risk-free interest rate     4.26 %     4.96 % Probability of capital raise (financing event)     30 %     30 % Probability of sale (financing event)     50 %     50 % Derivative liabilities measurement input     50 %     50 %                   Estimated value of common stock capital raise per share   $ 0.0073     $ 0.0067   Estimated value of common stock upon sale per share   $ 0.0086     $ 0.0079   Estimated time to financing event     1.25 years       1.75 years

v3.25.0.1

ACQUISITIONS AND DIVESTURES (Tables)	6 Months Ended
	Nov. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED	The following summarizes preliminary estimates of fair values of the assets acquired and liabilities assumed at the acquisition:   SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED     At Fair Value   Assets Acquired:         Current assets   $ 4,288,925   Identifiable intangible assets     1,727,000   Fixed Assets and other non-current assets     4,911   Goodwill     3,252,614             Liabilities Assumed:         Current liabilities     (7,103,798 ) Purchase Price   $ 2,169,652
SCHEDULE OF INTANGIBLE ASSETS AND AMORTIZATION PERIODS	Identifiable intangible assets and their amortization periods are estimated as follows:   SCHEDULE OF INTANGIBLE ASSETS AND AMORTIZATION PERIODS     Cost Basis   Useful Life Customer relationships   $ 1,727,000   7 years
SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS	Expense for amortization of identifiable intangible assets for the three and six months ended November 30, 2024, was $61,679. The future amortization schedule is as follows:   SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS For the Twelve Months Ending November 30       2025   $ 246,714   2026     246,714   2027     246,714   2028     246,714   2029     246,714   Thereafter     431,751   Total   $ 1,665,321
SCHEDULE OF PRO FORMA INFORMATION	SCHEDULE OF PRO FORMA INFORMATION     Three Months Ended November 30, 2023           Revenue, net   $ 62,142,243   Net loss attributable to registrant     (3,351,930 ) Weighted average shares of common stock outstanding, basic and diluted     799,141,770   Net loss per share, basic and diluted   $ (0.00 )       Six Months Ended November 30, 2024     Six Months Ended November 30, 2023                 Revenue, net   $ 228,368,681     $ 125,337,013   Net loss attributable to registrant     (3,639,053 )     (6,492,500 ) Weighted average shares of common stock outstanding, basic and diluted     799,141,770       799,141,770   Net loss per share, basic and diluted   $ (0.01 )   $ (0.01 )

v3.25.0.1

ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Tables)	6 Months Ended
	Nov. 30, 2024
Payables and Accruals [Abstract]
SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES	Accrued expenses and other current liabilities consisted of the following on November 30, 2024 and May 31, 2024:   SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES     November 30, 2024     May 31, 2024                 Accrued professional fees   $ 431,306     $ 2,744,066   Accrued salaries and related expenses     1,079,607       1,620,083   Accrued interest     1,712,118       800,850   Accrued refunds     -       529,757   Accrued sales and marketing expense     637,920       187,915   Accrued income tax     -       106,213   Other accrued expenses and current liabilities     975,412       482,951   Accrued expenses and other current liabilities   $ 4,836,363     $ 6,471,835

v3.25.0.1

FINANCING ARRANGEMENTS (Tables)	6 Months Ended
	Nov. 30, 2024
Debt Disclosure [Abstract]
SCHEDULE OF FINANCING ARRANGEMENT	Financing arrangements on the condensed consolidated balance sheets consists of:   SCHEDULE OF FINANCING ARRANGEMENT     November 30, 2024     May 31, 2024                 Revolving credit facility   $ 20,685,748     $ 13,125,031   Notes payable     11,544,198       12,000,000   Long term debt     32,229,946       25,125,031   Less: current portion     22,093,550       14,397,196   Long term debt, net of current portion   $ 10,136,396     $ 10,727,835

v3.25.0.1

RELATED PARTY TRANSACTIONS (Tables)	6 Months Ended
	Nov. 30, 2024
Related Party Transactions [Abstract]
SCHEDULE OF RELATED PARTY TRANSACTION	The Company has the following notes payable to related parties:   SCHEDULE OF RELATED PARTY TRANSACTION     November 30, 2024     May 31, 2024                 Due to FTS (1)   $ 500,000     $ 500,000   Due to ULHK(2)     11,753,000       10,647,010   Due to related parties     12,253,000       11,147,010   Less: current portion     -       -   Due to related parties, net of current portion   $ 12,253,000     $ 11,147,010     (1) Promissory note dated February 21, 2023, in connection with the acquisitions completed in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from Frangipani Trade Services (“FTS”) maturing December 31, 2025, and bearing no interest. FTS is owned by the Company’s CEO.     (2) This debt relates to a series of acquisitions by the Company of the share capital in nine entities previously owned by ULHK, an entity with over 10% investment in the Company. On October 7, 2024, the Company and ULHK amended all the notes outstanding to extend the maturity dates on each of these promissory notes to December 31, 2025.

v3.25.0.1

OTHER LONG-TERM LIABILITIES (Tables) - Warrant [Member]	6 Months Ended
	Nov. 30, 2024
SCHEDULE OF FAIR VALUE ASSUMPTIONS	The key inputs into the model were as follows:   SCHEDULE OF FAIR VALUE ASSUMPTIONS     November 30, 2024     May 31, 2024   Risk-free interest rate     4.1 %     4.5 % Discount rate     11.5 %     6.0 % Probability of financing event next 2 years     85.0 %     85.0 % Probability of financing event years 2 through 7.5     90.0 %     90.0 % Term     6.8 years       7.3 years
SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE	SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE     Level 1     Level 2     Level 3   Other long-term liabilities as June 1, 2024   $    -     $    -     $ 6,879,823   Addition     -       -       -    Change in fair value of derivative liabilities     -        -        (509,760 )  Other long-term liabilities as November 30, 2024   $ -     $ -     $ 6,370,063

v3.25.0.1

COMMITMENTS AND CONTINGENCIES (Tables)	6 Months Ended
	Nov. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
SCHEDULE OF COMPONENTS OF LEASE EXPENSE	The components of lease expense were as follows: SCHEDULE OF COMPONENTS OF LEASE EXPENSE     For the Three Months Ended     For the Three Months Ended       November 30, 2024     November 30, 2023   Operating lease (right of use (“ROU”) amortization)   $ 661,110       732,624   Interest on lease liabilities     178,486       219,174   Total net lease cost   $ 839,596       951,798       For the Six Months Ended     For the Six Months Ended       November 30, 2024     November 30, 2023   Operating lease cost – Right of Use Asset Amortization   $ 1,395,366       1,428,413   Interest on lease liabilities     369,376       440,868   Total net lease cost   $ 1,764,742       1,869,281
SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION	Supplemental balance sheet information related to leases was as follows:   SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION     November 30, 2024     May 31, 2024                 Operating leases:                 Operating lease ROU assets, net   $ 7,629,534     $ 9,019,914                     Current operating lease liabilities     2,238,717       2,588,817   Noncurrent operating lease liabilities     5,864,093       6,902,171   Total operating lease liabilities   $ 8,102,810     $ 9,490,988
SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES	Supplemental cash flow and other information related to leases was as follows: SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES     For Six Months     For Six Months       Ended     Ended       November 30, 2024     November 30, 2023                 ROU assets obtained in exchange for lease liabilities:                 Operating leases   $ 4,986     $ 1,250,215   Cash Paid for amounts included in the measurement of lease liabilities:                 Operating leases   $ 1,393,164     $ 1,265,117   Weighted average remaining lease term (in years):                 Operating leases     2.51       3.9   Weighted average discount rate:                 Operating leases     8.3 %     9.1 %
SCHEDULE OF MINIMUM LEASE PAYMENTS	Future Minimum Payments for the Twelve Months Ending November 30,   SCHEDULE OF MINIMUM LEASE PAYMENTS     November 30, 2024   2025   $ 3,077,156   2026     2,840,503   2027     2,883,656   2028     433,285   2029     29,392   Thereafter     -   Total lease payments     9,263,992   Less: imputed interest     1,161,182   Total lease obligations   $ 8,102,810

v3.25.0.1

INCOME TAX PROVISION (Tables)	6 Months Ended
	Nov. 30, 2024
Income Tax Disclosure [Abstract]
SCHEDULE OF PRETAX INCOME	The breakout of foreign and domestic pretax income (loss) is as follows: SCHEDULE OF PRETAX INCOME      For the Three Months Ended November 30, 2024     For the Three Months Ended November 30, 2023                 Domestic   $ (1,727,273 )    $ (1,497,278 ) Foreign   $ (75,260 )      (1,398,205 ) Pretax income   $ (1,802,533 )   $ (2,895,483 )       For the Six Months Ended November 30, 2024     For the Six Months Ended November 30, 2023                 Domestic   $ (749,506 )    $ (5,667,523 ) Foreign     188,924       (32,919 ) Pretax income   $ (560,583 )   $ (5,700,442 )

v3.25.0.1

SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Total revenue	$ 112,226,717	$ 61,842,253	$ 227,424,954	$ 124,710,537
China, Hong Kong & Taiwan [Member]
Total revenue	25,187,654	14,375,941	53,427,567	28,737,587
Southeast Asia [Member]
Total revenue	29,686,333	12,062,505	54,171,573	22,357,449
UNITED STATES
Total revenue	19,215,565	13,622,472	50,556,044	20,337,485
INDIA
Total revenue	25,397,110	16,288,777	46,582,928	34,925,534
EMEA [Member]
Total revenue	8,715,669	4,502,108	16,329,948	11,307,513
Other [Member]
Total revenue	$ 4,024,386	$ 990,450	$ 6,356,894	$ 7,044,969

v3.25.0.1

SCHEDULE OF FAIR VALUE OF DERIVATIVE LIABILITIES (Details)	6 Months Ended
	Nov. 30, 2024 USD ($)
Fair Value, Inputs, Level 1 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, beginning balance
Addition
Change in fair value
Derivative liabilities, ending balance
Fair Value, Inputs, Level 2 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, beginning balance
Addition
Change in fair value
Derivative liabilities, ending balance
Fair Value, Inputs, Level 3 [Member]
Platform Operator, Crypto Asset [Line Items]
Derivative liabilities, beginning balance	5,669,000
Addition
Change in fair value	363,790
Derivative liabilities, ending balance	$ 6,032,790

v3.25.0.1

SCHEDULE OF FAIR VALUE ASSUMPTION (Details) - Convertible Preferred Stock [Member]	6 Months Ended	12 Months Ended
	Nov. 30, 2024 $ / shares	May 31, 2024 $ / shares
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated time to financing event	1 year 3 months	1 year 9 months
Measurement Input, Risk Free Interest Rate [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	4.26	4.96
Measurement Input Probability of Capital Rise Financing Event [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	30	30
Measurement Input Probability of Sale Financing Event [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Derivative liabilities measurement input	50	50
Measurement Input Capital Rise [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated value of common stock	$ 0.0073	$ 0.0067
Measurement Input Sale [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Estimated value of common stock	$ 0.0086	$ 0.0079

v3.25.0.1

SCHEDULE OF COMPUTATIONS OF BASIC AND DILUTED EARNING PER SHARE (Details) - USD ($)		3 Months Ended				6 Months Ended
		Nov. 30, 2024	Aug. 31, 2024	Nov. 30, 2023	Aug. 31, 2023	Nov. 30, 2024	Nov. 30, 2023
Net loss		$ (2,338,094)	$ (2,107,613)	$ (2,870,683)	$ (2,311,128)	$ (4,445,707)	$ (5,181,811)
Effect of dilutive securities:
Diluted net loss		$ (2,338,094)		$ (2,870,683)		$ (4,445,707)	$ (5,181,811)
Weighted average common shares outstanding – basic		799,141,770		799,141,770		799,141,770	799,141,770
Weighted average common shares outstanding and assumed conversion – diluted		799,141,770		799,141,770		799,141,770	799,141,770
Basic net loss per common share		$ (0.00)		$ (0.00)		$ (0.01)	$ (0.01)
Diluted net loss per common share		$ (0.00)		$ (0.00)		$ (0.01)	$ (0.01)
Series A Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion – diluted	[1]
Series B Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion – diluted	[1]
Series C Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion – diluted	[1]
Series D Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion – diluted	[1]
[1] Due to a net loss for the three and six months ended November 30, 2024 and 2023, only weighted average common shares are used in calculations. As November 30, 2024 and 2023, the Company’s dilution of all outstanding securities would be as follows:

v3.25.0.1

SCHEDULE OF DILUTION OF ALL OUTSTANDING SECURITIES (Details) - shares	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Weighted average common shares outstanding - basic	799,141,770	799,141,770	799,141,770	799,141,770
Weighted average common shares outstanding and assumed conversion - diluted			9,677,967,425	9,677,967,425
Series A Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion			1,168,177,320	1,168,177,320
Series B Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion			5,373,342,576	5,373,342,576
Series C Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion			1,206,351,359	1,206,351,359
Series D Preferred Stock [Member]
Weighted average common shares outstanding and assumed conversion			1,130,954,399	1,130,954,399

v3.25.0.1

NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)	3 Months Ended				6 Months Ended
	Nov. 30, 2024	Aug. 31, 2024	Nov. 30, 2023	Aug. 31, 2023	Nov. 30, 2024	Nov. 30, 2023	Sep. 12, 2024	Sep. 11, 2024	May 31, 2024
Product Information [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 3,654,640				$ 3,654,640				$ 3,799,561
[custom:WorkingCapital-0]	2,800,000				2,800,000
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest	2,338,094	$ 2,107,613	$ 2,870,683	$ 2,311,128	4,445,707	$ 5,181,811
Net Cash Provided by (Used in) Operating Activities					5,454,796	$ 7,521,184
Accounts Receivable, Allowance for Credit Loss	$ 1,000,000.0				$ 1,000,000.0				$ 1,000,000.0
Tradenames and Non-Compete Agreements [Member] | Minimum [Member]
Product Information [Line Items]
Finite lived assets amortization period	3 years				3 years
Tradenames and Non-Compete Agreements [Member] | Maximum [Member]
Product Information [Line Items]
Finite lived assets amortization period	10 years				10 years
Customer Relationships [Member] | Minimum [Member]
Product Information [Line Items]
Finite lived assets amortization period	12 years				12 years
Customer Relationships [Member] | Maximum [Member]
Product Information [Line Items]
Finite lived assets amortization period	15 years				15 years
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer A [Member]
Product Information [Line Items]
Concentration risk percentage					13.00%	7.00%
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Customer B [Member]
Product Information [Line Items]
Concentration risk percentage					5.00%	16.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer A [Member]
Product Information [Line Items]
Concentration risk percentage	20.00%				14.00%
Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | Customer B [Member]
Product Information [Line Items]
Concentration risk percentage	14.00%		24.00%		10.00%	13.00%
Loan Agreement [Member]
Product Information [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							$ 30,000,000.0	$ 25,000,000.0
Loan Agreement [Member] | Minimum [Member]
Product Information [Line Items]
Long-Term Line of Credit							25,000,000.0
Loan Agreement [Member] | Maximum [Member]
Product Information [Line Items]
Long-Term Line of Credit							$ 30,000,000.0
TBK Bank, SSB [Member]
Product Information [Line Items]
Long-Term Line of Credit	$ 9,300,000				$ 9,300,000

v3.25.0.1

SCHEDULE OF FAIR VALUES OF ASSETS ACQUIRED AND LIABILITIES ASSUMED (Details) - USD ($)	Nov. 30, 2024	Aug. 01, 2024	May 31, 2024
Assets Acquired:
Goodwill	$ 23,357,690		$ 20,516,018
Unique Logistics Holdings Limited [Member]
Assets Acquired:
Current assets		$ 4,288,925
Identifiable intangible assets		1,727,000
Fixed Assets and other non-current assets		4,911
Goodwill		3,252,614
Liabilities Assumed:
Current liabilities		(7,103,798)
Purchase Price		$ 2,169,652

v3.25.0.1

SCHEDULE OF INTANGIBLE ASSETS AND AMORTIZATION PERIODS (Details) - Customer Relationships [Member]	Aug. 01, 2024 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Acquired finite-lived intangible asset, residual value	$ 1,727,000
Identifiable intangible assets useful life	7 years

v3.25.0.1

SCHEDULE OF AMORTIZATION OF INTANGIBLE ASSETS (Details) - Unique Logistics Holdings Limited [Member]	Nov. 30, 2024 USD ($)
Business Acquisition [Line Items]
2025	$ 246,714
2026	246,714
2027	246,714
2028	246,714
2029	246,714
Thereafter	431,751
Total	$ 1,665,321

v3.25.0.1

SCHEDULE OF PRO FORMA INFORMATION (Details) - Unique Logistics Holdings Limited [Member] - USD ($)	3 Months Ended	6 Months Ended
	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Business Acquisition [Line Items]
Revenue, net	$ 62,142,243	$ 228,368,681	$ 125,337,013
Net loss attributable to registrant	$ (3,351,930)	$ (3,639,053)	$ (6,492,500)
Weighted average shares of common stock outstanding, basic	799,141,770	799,141,770	799,141,770
Weighted average shares of common stock outstanding, diluted	799,141,770	799,141,770	799,141,770
Net loss per share, basic	$ (0.00)	$ (0.01)	$ (0.01)
Net loss per share, diluted	$ (0.00)	$ (0.01)	$ (0.01)

v3.25.0.1

ACQUISITIONS AND DIVESTURES (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Nov. 30, 2024	Aug. 01, 2024	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	Oct. 21, 2024
Business Acquisition [Line Items]
Amortization expense			$ 61,679		$ 61,679
Notes issued					2,150,000	$ 67,954
Pre-tax gain on business disposal			527,033		527,033
Termination Agreement [Member] | Unique Logistics Holdings Limited [Member] | Unique Logistics International (Vietnam) Co., Ltd [Member]
Business Acquisition [Line Items]
Pre-tax gain on business disposal			$ 400,000		$ 400,000
Unique Logistics International (Vietnam) Co., Ltd [Member]
Business Acquisition [Line Items]
Equity method investment ownership percentage	65.00%		65.00%		65.00%
Promissory Note [Member] | Termination Agreement [Member] | Unique Logistics Holdings Limited [Member] | Unique Logistics International (Vietnam) Co., Ltd [Member]
Business Acquisition [Line Items]
Notes cancelled	$ 1,000,000
Accrued contingency	694,010		$ 694,010		$ 694,010
Notes issued	$ 650,000
Unique Logistics Holdings Limited [Member]
Business Acquisition [Line Items]
Total consideration		$ 2,169,652
Business acquisition cost paid			$ 300,000		$ 300,000
Unique Logistics Holdings Limited [Member] | Promissory Note One [Member]
Business Acquisition [Line Items]
Note principal amount amount		1,800,000
Unique Logistics Holdings Limited [Member] | Promissory Note Two [Member]
Business Acquisition [Line Items]
Note principal amount amount							$ 350,000
Unique Logistics Holdings Limited [Member] | Promissory Note [Member]
Business Acquisition [Line Items]
Note principal amount amount		$ 21,500
Maturity date		Aug. 01, 2026
Interest rate		15.00%

v3.25.0.1

SCHEDULE OF ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Payables and Accruals [Abstract]
Accrued professional fees	$ 431,306	$ 2,744,066
Accrued salaries and related expenses	1,079,607	1,620,083
Accrued interest	1,712,118	800,850
Accrued refunds		529,757
Accrued sales and marketing expense	637,920	187,915
Accrued income tax		106,213
Other accrued expenses and current liabilities	975,412	482,951
Accrued expenses and other current liabilities	$ 4,836,363	$ 6,471,835

v3.25.0.1

SCHEDULE OF FINANCING ARRANGEMENT (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Debt Disclosure [Abstract]
Revolving credit facility	$ 20,685,748	$ 13,125,031
Notes payable	11,544,198	12,000,000
Long term debt	32,229,946	25,125,031
Less: current portion	22,093,550	14,397,196
Long term debt, net of current portion	$ 10,136,396	$ 10,727,835

v3.25.0.1

FINANCING ARRANGEMENTS (Details Narrative) - USD ($)		6 Months Ended
	Jun. 30, 2023	Nov. 30, 2024	Sep. 12, 2024	Sep. 11, 2024	Mar. 10, 2023
Loan And Securtiy Agreement [Member]
Debt Instrument [Line Items]
Line of credit, maximum facility		$ 25,000,000.0
Prime rate percentage		2.75%
TBK Agreement [Member]
Debt Instrument [Line Items]
Line of credit term		24 months
Maturity date		Jun. 01, 2025
Loan Agreement [Member]
Debt Instrument [Line Items]
Line of credit, maximum facility			$ 30,000,000.0	$ 25,000,000.0
Loan Agreement [Member] | Minimum [Member]
Debt Instrument [Line Items]
Line of credit			25,000,000.0
Loan Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Line of credit			$ 30,000,000.0
Financing Agreement [Member] | Senior Secured Term Loan [Member]
Debt Instrument [Line Items]
Loan principal amount					$ 4,210,526
Financing Agreement [Member] | Delayed Draft Term Loan [Member]
Debt Instrument [Line Items]
Term loan borrowed	$ 5,263,158
Financing Agreement [Member] | Maximum [Member]
Debt Instrument [Line Items]
Loan principal amount					14,789,474
Financing Agreement [Member] | Maximum [Member] | Delayed Draft Term Loan [Member]
Debt Instrument [Line Items]
Loan principal amount					$ 14,789,474

v3.25.0.1

SCHEDULE OF RELATED PARTY TRANSACTION (Details) - USD ($)		Nov. 30, 2024	May 31, 2024
Related Party Transaction [Line Items]
Due to related parties		$ 11,544,198	$ 12,000,000
Less: current portion		(1,407,802)	(1,272,165)
Frangipani Trade Services [Member]
Related Party Transaction [Line Items]
Due to related parties	[1]	500,000	500,000
Unique Logistics International HK Limited [Member]
Related Party Transaction [Line Items]
Due to related parties	[2]	11,753,000	10,647,010
Related Party [Member]
Related Party Transaction [Line Items]
Due to related parties		12,253,000	11,147,010
Less: current portion
Due to related parties, net of current portion		$ 12,253,000	$ 11,147,010
[1] Promissory note dated February 21, 2023, in connection with the acquisitions completed in the principal amount of $500,000 for the remaining 35% share capital of Unique Logistics International (India) Private Ltd. acquired by the Company from Frangipani Trade Services (“FTS”) maturing December 31, 2025, and bearing no interest. FTS is owned by the Company’s CEO. [2] This debt relates to a series of acquisitions by the Company of the share capital in nine entities previously owned by ULHK, an entity with over 10% investment in the Company. On October 7, 2024, the Company and ULHK amended all the notes outstanding to extend the maturity dates on each of these promissory notes to December 31, 2025.

v3.25.0.1

SCHEDULE OF RELATED PARTY TRANSACTIONS (Details) (Parenthetical)	Feb. 21, 2023 USD ($)
Unique Logistics International HK Limited [Member]
Related Party Transaction [Line Items]
Ownership percentage	10.00%
Frangipani Trade Services [Member]
Related Party Transaction [Line Items]
Share capital percentage	35.00%
Promissory Notes [Member] | Frangipani Trade Services [Member]
Related Party Transaction [Line Items]
Principal amount	$ 500,000
Debt, maturity date	Dec. 31, 2025

v3.25.0.1

RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024	Feb. 21, 2023
Related Party Transaction [Line Items]
Accounts receivable	$ 51,961,163		$ 51,961,163		$ 38,601,255
Accounts payable	32,858,075		32,858,075		19,983,859
Revenue from related party transactions	112,226,717	$ 61,842,253	227,424,954	$ 124,710,537
Related Party [Member]
Related Party Transaction [Line Items]
Accounts receivable	300,000		300,000		1,200,000
Accounts payable	2,100,000		2,100,000		$ 5,200,000
Revenue from related party transactions	700,000	400,000	900,000	600,000
Direct operating costs	$ 4,200,000	$ 1,800,000	$ 10,300,000	$ 2,500,000
Unique Logistics International HK Limited [Member]
Related Party Transaction [Line Items]
Ownership percentage						10.00%

v3.25.0.1

SCHEDULE OF FAIR VALUE ASSUMPTIONS (Details)	Nov. 30, 2024	May 31, 2024
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Term	6 years 9 months 18 days	7 years 3 months 18 days
Measurement Input, Risk Free Interest Rate [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of financing event years 2 through 7.5	4.1	4.5
Measurement Input, Discount Rate [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of financing event years 2 through 7.5	11.5	6.0
Measurement Input Probability of Probability of Financing Event Next 2 Years [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of financing event years 2 through 7.5	85.0	85.0
Measurement Input Probability of Probability of Financing Event Years 2 Through 7.5 [Member] | Warrant [Member]
Fair Value Measurement Inputs and Valuation Techniques [Line Items]
Probability of financing event years 2 through 7.5	90.0	90.0

v3.25.0.1

SCHEDULE OF DERIVATIVE LIABILITIES AT FAIR VALUE (Details) - USD ($)	3 Months Ended			6 Months Ended
	Nov. 30, 2024	Aug. 31, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Platform Operator, Crypto Asset [Line Items]
Other long-term liabilities, beginning balance		$ 10,961,931		$ 10,961,931
Change in fair value of derivative liabilities	$ (1,472,951)		$ (160,075)	140,670	$ (181,863)
Other long-term liabilities, ending balance	8,237,080			8,237,080
Fair Value, Inputs, Level 1 [Member] | Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Other long-term liabilities, beginning balance
Addition
Change in fair value of derivative liabilities
Other long-term liabilities, ending balance
Fair Value, Inputs, Level 2 [Member] | Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Other long-term liabilities, beginning balance
Addition
Change in fair value of derivative liabilities
Other long-term liabilities, ending balance
Fair Value, Inputs, Level 3 [Member] | Warrant [Member]
Platform Operator, Crypto Asset [Line Items]
Other long-term liabilities, beginning balance		6,879,823		6,879,823
Addition
Change in fair value of derivative liabilities	(509,760)
Other long-term liabilities, ending balance	$ 6,370,063			$ 6,370,063

v3.25.0.1

OTHER LONG-TERM LIABILITIES (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Nov. 30, 2024	May 31, 2024	Mar. 01, 2024	Mar. 10, 2023
Short-Term Debt [Line Items]
Asset Impairment charge		$ 10,400,000
Adjustments to asset Impairment charges		9,900,000
Impairment charge		3,100,000
Derivative liabilities non current	$ 6,032,790	5,669,000
Financing Agreement [Member]
Short-Term Debt [Line Items]
Non-refundable waiver fee	3,000,000
Enterprise value percentage			7.00%
warrant value			$ 7,000,000
Warrant exercise price			$ 0.01
Derivative liabilities non current	$ 6,370,063	$ 6,879,823
Financing Agreement [Member] | Maximum [Member]
Short-Term Debt [Line Items]
Note principal amount amount				$ 14,789,474
Financing Agreement [Member] | Senior Secured Term Loan [Member]
Short-Term Debt [Line Items]
Note principal amount amount				$ 4,210,526

v3.25.0.1

STOCKHOLDERS’ EQUITY (Details Narrative) - $ / shares	Nov. 30, 2024	May 31, 2024
Equity [Abstract]
Common stock, shares authorized	800,000,000	800,000,000
Common stock, par value	$ 0.001	$ 0.001
Preferred Stock, Shares Authorized	5,000,000	5,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.001	$ 0.001

v3.25.0.1

SCHEDULE OF COMPONENTS OF LEASE EXPENSE (Details) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating lease cost – Right of Use Asset Amortization	$ 661,110	$ 732,624	$ 1,395,366	$ 1,428,413
Interest on lease liabilities	178,486	219,174	369,376	440,868
Total net lease cost	$ 839,596	$ 951,798	$ 1,764,742	$ 1,869,281

v3.25.0.1

SCHEDULE OF SUPPLEMENTAL BALANCE SHEET INFORMATION (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Operating lease ROU assets, net	$ 7,629,534	$ 9,019,914
Current operating lease liabilities	2,238,717	2,588,817
Noncurrent operating lease liabilities	5,864,093	6,902,171
Total operating lease liabilities	$ 8,102,810	$ 9,490,988

v3.25.0.1

SCHEDULE OF SUPPLEMENTAL CASH FLOW AND OTHER INFORMATION RELATED TO LEASES (Details) - USD ($)	6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Operating leases, ROU assets obtained in exchange for lease liabilities	$ 4,986	$ 1,250,215
Operating leases, Cash Paid for amounts included in the measurement of lease liabilities	$ 1,393,164	$ 1,265,117
Operating leases, Weighted average remaining lease term (in years)	2 years 6 months 3 days	3 years 10 months 24 days
Operating leases, Weighted average discount rate	8.30%	9.10%

v3.25.0.1

SCHEDULE OF MINIMUM LEASE PAYMENTS (Details) - USD ($)	Nov. 30, 2024	May 31, 2024
Commitments and Contingencies Disclosure [Abstract]
2025	$ 3,077,156
2026	2,840,503
2027	2,883,656
2028	433,285
2029	29,392
Thereafter
Total lease payments	9,263,992
Less: imputed interest	1,161,182
Total lease obligations	$ 8,102,810	$ 9,490,988

v3.25.0.1

SCHEDULE OF PRETAX INCOME (Details) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Income Tax Disclosure [Abstract]
Domestic	$ (1,727,273)	$ (1,497,278)	$ (749,506)	$ (5,667,523)
Foreign	(75,260)	(1,398,205)	188,924	(32,919)
Net loss before income taxes	$ (1,802,533)	$ (2,895,483)	$ (560,583)	$ (5,700,442)

v3.25.0.1

INCOME TAX PROVISION (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 535,561	$ (24,800)	$ 3,885,124	$ (518,631)
Effective tax rate	29.70%	0.90%	693.10%	9.10%
Income tax expense (benefit)		$ 30,000.00

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