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                              November 9, 2023

       Eli Kay
       Chief Financial Officer
       Unique Logistics International, Inc.
       154-09 146th Ave.
       Jamaica, NY 11434

                                                        Re: Unique Logistics
International, Inc.
                                                            Form 10-K for
Fiscal Year Ended May 31, 2023
                                                            File No. 000-50612

       Dear Eli Kay:

              We have limited our review of your filing to the financial
statements and related
       disclosures and have the following comment(s).

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Form 10-K for Fiscal Year Ended May 31, 2023

       Management's Discussion and Analysis of Financial Condition and Results
of Operations
       Results of operations, page 32

   1.                                                   Please revise to
disclose revenues, cost of freight and other operating expenses attributable
                                                        to acquired ULHK
Entities included in the income statement during the reporting period.
                                                        Expand to discuss the
reasons for changes in revenues, cost of freight and other operating
                                                        expenses excluding the
operations of the acquired entities during the period.
       Liquidity and Capital Resources, page 34

   2.                                                   We note disclosure on
page F-24 that Unique Logistics had events of default under its
                                                        Term Debt and Revolving
Credit Facility that were cured subsequent to May 31, 2023.
                                                        Please include a
discussion of these events of default and indicate the course of action that
                                                        was taken to remedy the
deficiencies. Refer to Item 303(b)(1) of Regulation S-K.
   3.                                                   We note disclosure
indicating that $3.8 million and $10.9 million of the purchase price of
                                                        the ULHK Entities
Acquisition was recorded as goodwill and equity method investments,
 Eli Kay
Unique Logistics International, Inc.
November 9, 2023
Page 2
         respectively. Please reconcile this disclosure with the purchase price
allocation disclosure
         on page F-19, which shows different amounts for these components of
the assets acquired
         and revise to include consistent disclosures.
Notes To Consolidated Financial Statements
May 31, 2023
2. Acquisitions and Equity Method Investments, page F-16

4.       We note disclosure on page 9 that    the acquisition of the Purchased
Shares in each of
         Unique Logistics International Co., Ltd (   Unique-Taiwan   ) and
Unique Logistics
         International (Vietnam) Co., Ltd. (   Unique-Vietnam   ) is subject to
receipt of all required
         governmental approvals in Taiwan and Vietnam, respectively, and the
Company   s
         acquisition of the Purchased Shares in those entities will therefore
not officially close until
         after such approvals are obtained. (the    ULHK Entities Acquisition
).    It appears you did
         not obtain control of these entities as of the acquisition date. As
such, please clarify for us
         why these entities were included in the acquisition method of
accounting for the ULHK
         Entities Acquisition on February 21, 2023, and the basis for
consolidation of these
         entities. Refer to FASB ASC 805-10-25-6, which indicates that the
acquisition date is the
         date on which the acquirer obtains control of the acquiree and revise
your financial
         statements and disclosures as appropriate.
5.       Please revise to disclose how you obtained control of each of the ULHK
entities as
         required by ASC 805-10-50-2(d). In addition, please disclose the
amount of revenue and
         earnings of ULHK entities since the acquisition date included in the
consolidated income
         statement for the reporting period as required by ASC
805-10-50-2(h)(1).
6.     We note you acquired on February 21, 2023, all of Unique Logistics
Holdings Limited
       share capital in eight operating subsidiaries for purchase consideration
of $28,750,000.
       Please revise to file most recent fiscal year audited, as well as
unaudited for the
FirstName LastNameEli Kay
       subsequent interim period financial statements for each of the
businesses acquired for the
Comapany    NameUnique
       required periods orLogistics
                            show us International, Inc.financial statement
requirements of Rule 8-
                                     how you met the
       04 of9,Regulation
November      2023 Page S-X.
                          2
FirstName LastName
 Eli Kay
FirstName LastNameEli   Kay Inc.
Unique Logistics International,
Comapany 9,
November  NameUnique
             2023        Logistics International, Inc.
November
Page 3    9, 2023 Page 3
FirstName LastName
       In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

       Please contact Jennifer O'Brien at 202-551-3721 or Raj Rajan at
202-551-3388 with any
questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of Energy &
Transportation