Exhibit 99.28

(a) UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

On February 21, 2023, Unique Logistics International, Inc. (the “Company”) completed the acquisition by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the “ULHL”), whereby the Company acquired from ULHL all of ULHL’s share capital in eight (8) of ULHL’s operating subsidiaries (“ULHL Entities” or “Targets”).

Simultaneously with Closing, pursuant to a separate Stock Purchase Agreement, the Company entered into a related-party transaction with Frangipani Trade Services, Inc. (“FTS”). FTS is owned by the Chief Executive Officer of the Company. Pursuant to the FTS Purchase Agreement, the Company purchased the remaining 35% of shares of Unique-India owned by FTS, which resulted in the Company owning all of the share capital of Unique-India. In consideration for the 35% of shares of Unique-India, the Company issued a promissory note to FTS in the principal amount of $500,000, bearing no interest with a maturity date of February 21, 2025.

The following unaudited pro forma condensed combined financial statements and related notes are based on the Company’s and the ULHL Entities’ historical financial statements after giving effect to the ULHL Entities Acquisition, and the assumptions, reclassifications, and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements. The unaudited pro forma financial information should be read in conjunction with the accompanying notes to the unaudited pro forma financial information and:

This unaudited pro forma financial information has been presented for illustrative purposes only and do not necessarily reflect what the combined company’s financial condition or results of operations would have been had the acquisition of ULHL Entities occurred on the dates indicated. The unaudited pro forma combined statement of operations for the six months ended November 30, 2022, and the year ended May 31, 2022, give effect to the ULHL Entities acquisition as if it had occurred on June 1, 2021. The unaudited proforma combined balance sheet as of November 30, 2022, gives effect to the ULHL Entities acquisition as if it had occurred on November 30, 2022, with recurring acquisition related adjustments reflected for such period.

Further, the unaudited pro forma financial information also may not be useful in predicting the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma transaction accounting adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial statements and are subject to change as additional information becomes available and analyses are performed.

(b) UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

UNIQUE LOGISTICS INTERNATIONAL INC.

Unaudited Condensed Combined Balance Sheets

As of November 30, 2022

(Unaudited)

UNIQUE LOGISTICS INTERNATIONAL INC.

Unaudited Pro Forma Condensed Combined Statements of Operations

For six month ended November 30, 2022

(Unaudited)

UNIQUE LOGISTICS INTERNATIONAL INC.

Unaudited Pro Forma Condensed Combined Statements of Operations

For the Year Ended May 31, 2022

(c) NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

The unaudited proforma condensed combined financial statements are based on Company’s and ULHK Entities historical financial statements as adjusted to give effect to the acquisition of ULHL Entities and issuance of debt necessary to finance the acquisition. The unaudited pro forma combined statement of operations for the six months ended November 30, 2022, and the year ended May 31, 2022, give effect to the ULHL Entities acquisition as if it had occurred on June 1, 2021. The unaudited proforma combined balance sheet as of November 30, 2022, gives effect to the ULHL Entities acquisition as if it had occurred on November 30, 2022, with recurring acquisition related adjustments reflected for such period.

The Company and the ULHL’s operating subsidiaries have different fiscal year ends. The historical unaudited pro forma condensed combined statement of operations for the six months ended November 30, 2022, combines the Company’s historical unaudited consolidated statement of operations for the six months ended November 30, 2022, with the results of the ULHL’s operating subsidiaries for the six months ended September 30, 2022, as derived from the historical statement of operations of ULHL’s operating subsidiaries. The historical unaudited statement of operations of ULHL’s operating subsidiaries for the six months ended September 30, 2022, was determined by adding the historical audited statement of operations of ULHL’s operating subsidiaries for the nine-month ended September 30, 2022, and subtracting the historical condensed statement of operations for the three months ended March 31, 2022.

The historical unaudited pro forma condensed combined statement of operations for the year ended May 31, 2022 combines the Company’s historical audited consolidated statement of operations for the year ended May 31, 2022 with the results of the ULHL’s operating subsidiaries for the year ended March 31, 2022, as derived from the historical statement of operations of ULHL’s operating subsidiaries. The historical unaudited statement of operations of ULHL’s operating subsidiaries for the year ended March 31, 2022 was determined by adding the historical unaudited condensed statement of operations of ULHL’s operating subsidiaries for the three months ended March 31, 2022 to its historical audited statement of operations for the year ended December 31, 2021, and then subtracting the historical unaudited condensed statement of operations for the three months ended March 31, 2021.

2. DESCRIPTION OF TRANSACTION

On February 21, 2023, Unique Logistics International, Inc. (the “Company”) completed the acquisition via a stock purchase agreement signed on April 28, 2022, and applicable amendments (the “Purchase Agreement”), by and between the Company and Unique Logistics Holdings Limited, a Hong Kong corporation (the “ULHL”), whereby the Company acquired from ULHL all of ULHL’s share capital in eight (8) of ULHL’s operating subsidiaries as listed in Schedule I of the SPA Agreement (the “ULHL Entities Acquisition”).

Promissory Notes:

Under the SPA, payment of the Initial Purchase Price was to be made by the Company’s delivery of $21,000,000 in cash and issuance by the Company of a promissory note in favor of the Seller in the principal amount of $1,000,000 (the “Original Note”) for a total of $22,000,000 As part of the Company and the Seller’s agreement to restructure the Transaction under Amendment No. 2, the Company and the Seller agreed to the following: (a) the Company would, as contemplated under the SPA, issue the Original Note; (b) reduce the cash portion of the Initial Purchase Price payable at Closing from $21,000,000 (the “Initial Cash Portion”) to $3,500,000; and (c) in lieu of payment in cash of the balance of the Initial Cash Portion, equal to $17,500,000, the Company would issue certain additional promissory notes consisting of the following:

Contingent Considerations:

At Closing, the Company issued two additional promissory notes, in lieu of cash, as payment of certain milestones set forth in the SPA that were already achieved, (these additional promissory notes, together with the aforementioned promissory notes, collectively, the “Promissory Notes”):

In addition to the Initial Purchase Price, ULHL will be eligible for an additional one-time cash earn-out payment (the “Earn Out Payment”), in the amount of (i) $2,500,000, if the EBITDA of the Purchased Shares, in the aggregate, exceeds $5,000,000 for the one-year period beginning on July 1, 2022 and ending June 30, 2023 (the “Earn Out Period”), or (ii) $2,000,000, if the EBITDA of the Purchased Shares, in the aggregate is equal to or less than $5,000,000 but exceeds $4,500,000, for the Earn Out Period, in each case, to be paid by the Company within 90 days of June 30, 2023. Management estimated fair value of the earnout payment based on the actual up to date performance of the acquired entities and the probability of the earn out payment occurrence to be at $1,750,000 as of November 30, 2022.

3. ACCOUNTING POLICIES

The Company will account for the ULHL Entities Acquisition using the acquisition method of accounting for business combinations. Under the acquisition method of accounting, the total consideration paid is allocated to an acquired company’s tangible and intangible assets, liabilities, and any non-controlling interest based on their estimated fair values as of the acquisition date. Once we complete our final valuation processes for the ULHL Entities Acquisition, we may report changes to the value of the assets acquired, as well as the amount of goodwill, and those changes could differ materially from what we present here.

During the year ended May 31, 2022 and the six months ended November 30, 2022, the Registrant incurred $0.5 million and $0.3 million of non-recurring transaction costs associated with these transactions which were directly expensed in the period incurred.

4. PRELIMINARY PURCHASE PRICE CONSIDERATION

* The Principal Amount outstanding under these Notes shall mature on June 30,2023 and be payable on: (a) July 15, 2023, provided that the government (Taiwan and Vietnam) approvals have been received by the Maturity Date; or (b) in the event that the government approval have not been received by the Maturity Date, payment under this Note shall be due and payable thereafter within fifteen (15) days of receipt of the government approvals.

5. PRELIMINARY PURCHASE PRICE ALLOCATION

6. TRANSACTION ACCOUNTING ADJUSTMENTS

(1) Reflects the purchase price of $28,750,000 to be paid for ULHL entities as a combination of cash $3,500,000 paid in cash at closing and issuance of the related party notes (notes 1,2, 3, 6 , 7, 8 and 9) recorded as $23,750,000 in current liabilities, and $1,500,000 in promissory notes (notes 4 and 5) as a long-term debt. The total purchase price is the basis for preliminary estimate of goodwill, in the amount of $3,294,251 which represents excess of the purchase price over the fair value of ULHL entities identifiable assets acquired and liabilities assumed. The preliminary fair value of equity in net assets of acquired affiliated companies equals $4,875,473 plus the equity method goodwill of $6,270,527 for a total of $11,146,000.

(2) Reflects elimination of Investment in affiliated companies on the books of the Registrant against the equity of the acquired ULHL entities

(3) Reflects elimination of intercompany balances in accounts payable and receivable.

(4) Reflects elimination of intercompany balances in revenue and expenses. Any intercompany profit would not be material and will be passed onto the ultimate third-party customer.

(5) Reflects an assumption that the acquisitions took place in the beginning of the reporting period, or June 1, 2021, and financed with notes, accordingly interest expense was estimated and added as an additional expense to the combined proforma financial statements. This interest was estimated to be $758,425 for the year ended May 31, 2022 and $570,925 for the six months ended November 30, 2022, net of the anticipated tax benefit of $151,685 and $114,185, respectively.