Item 2.01 Completion of Acquisition or Disposition of Assets.

On October 13, 2020 and October 16, 2020 Unique Logistics International , Inc. (formerly Innocap, Inc.) (the "Company"), filed a Current Report on Form 8-K and subsequent 8-K/A, respectively (the "Initial Reports") to report the closing of an Acquisition Agreement and Plan of Merger (the "Agreement"), by and among the Company, Inno Acquisition Corp. ("Merger Sub"), and Unique Logistics Holdings, Inc. ("Unique"), whereby the Merger Sub was merged with and into Unique, with Unique surviving as a wholly-owned subsidiary of the Company.

This Current Report on Form 8-K/A (this "Amendment") amends and supplements the Initial Report to provide financial statements of Unique including its wholly owned subsidiaries, Unique Logistics International (ATL), LLC, Unique Logistics International (BOS), Inc, Unique Logistics International (USA), Inc. and the pro forma financial statements of the Company required by Item 9.01 of Form 8-K. No other modifications to the Initial Report are being made by this Amendment. This Amendment should be read in connection with the Initial Report, which provides a more complete description of the Purchase Agreement and transactions contemplated thereby.

Item 9.01. Financial Statements and Exhibits.

(a)Financial Statements of Businesses Acquired.

The audited consolidated financial statements of Unique Logistics Holdings, Inc. as of May 31, 2020 and for the period from inception, October 28, 2019, through May 31, 2020 together with the related notes to the financial statements, are included as Exhibit 99.1 to this Current Report and are incorporated herein by reference.

The audited financial statements of Unique Logistics International (ATL), LLC for the years ended December 31, 2019 and 2018 together with the related notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.

The audited financial statements of Unique Logistics International (BOS), INC. for the years ended December 31, 2019 and 2018 together with the related notes to the financial statements, are included as Exhibit 99.3 to this Current Report and are incorporated herein by reference.

(b)Pro Forma Financial Information.

The unaudited pro forma combined financial statements of the Company as of and for the year ended May 31, 2020, together with the related unaudited notes to the financial statements, are included as Exhibit 99.2 to this Current Report and are incorporated herein by reference.





(d)Exhibits.



Exhibit
Number         Description

  99.1         Audited consolidated financial statements of Unique Logistics
               Holdings, Inc. as of May 31, 2020 and for the period from
               inception, October 28, 2019, through May 31, 2020 together with the
               related notes to the financial statements.
  99.2         Audited financial statements of Unique Logistics International
               (ATL), LLC for the years ended December 31, 2019 and 2018.
  99.3         Audited financial statements of Unique Logistics International
               (BOS), INC. for the years ended December 31, 2019 and 2018
  99.4         Audited financial statements of Unique Logistics International
               (USA), Inc. and Subsidiaries for the years ended December 31, 2019
               and 2018.
  99.    5     Unaudited Pro Forma Combined Financial Statements of Unique
               Logistics International, Inc. as of and for the year ended May 31,
               2020.

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