Financing Arrangements (Details Narrative) - USD ($) |
1 Months Ended | 2 Months Ended | 7 Months Ended | 12 Months Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Apr. 12, 2021 |
Apr. 07, 2021 |
Mar. 19, 2021 |
Mar. 09, 2021 |
Jan. 28, 2021 |
Oct. 14, 2020 |
Oct. 08, 2020 |
May 29, 2020 |
Jun. 30, 2020 |
Jan. 31, 2020 |
May 31, 2020 |
May 31, 2020 |
May 31, 2021 |
|
| Proceeds from notes payable | $ 5,174,902 | ||||||||||||
| Debt, original issue discount | 1,350,389 | ||||||||||||
| Loss on extinguishment of debt | (1,147,856) | ||||||||||||
| UL ATL [Member] | Notes Payable [Member] | |||||||||||||
| Debt, maturity date | May 29, 2023 | ||||||||||||
| Debt, periodic payments | $ 304,167 | ||||||||||||
| Debt, periodic payment description | The agreement calls for six semi-annual payments of $304,166.67, for which the first payment was due on November 29, 2020. | ||||||||||||
| Notes payable | $ 1,825,000 | $ 1,825,000 | 1,825,000 | 1,216,667 | |||||||||
| Unique Logistics International, Inc.[Member] | Promissory Note [Member] | |||||||||||||
| Debt, interest rate | 10.00% | ||||||||||||
| Notes payable | $ 1,000,000 | 0 | 0 | 1,062,215 | |||||||||
| Proceeds from notes payable | $ 1,000,000 | ||||||||||||
| Debt instrument, description | Unique Logistics International, Inc. (the “Company”) entered into an Amended and Restated Promissory Note (the “Amended and Restated Note”) with an accredited investor (the “Investor”), pursuant to which the Company and the Investor agreed to amend and restate in its entirety that certain promissory note, issued to the Investor on March 19, 2020 (the “ Original Note”). The Amended and Restated Note supersedes and replaces the Original Note. The Amended and Restated Note is in the principal aggregate amount of $1,000,000 and bears interest at a rate of a guaranteed 7.5% or Seventy-Five Thousand dollars ($75,000) at maturity. The Amended and Restated Note matures on June 15, 2021 (the “Maturity Date”). The Company may prepay the Amended and Restated Note without penalty. The Amended and Restated Note contains certain events of default. In the event of a default, at its’ option and sole discretion, the Investor may consider the Amended and Restated Note immediately due and payable. Upon such an event of default, the interest rate increases to eighteen percent (18%) per annum. | ||||||||||||
| Paycheck Protection Program Loans [Member] | UL US Entities [Member] | |||||||||||||
| Proceeds from loan | $ 1,646,062 | ||||||||||||
| Debt maturity description | The promissory notes mature for dates ranging from April 2022 through May 2022. | ||||||||||||
| Debt, outstanding balance | $ 1,646,062 | $ 1,646,062 | 358,236 | ||||||||||
| Debt, interest rate | 1.00% | 1.00% | |||||||||||
| Debt, forgiven value | $ 1,646,062 | ||||||||||||
| SBA Loans [Member] | |||||||||||||
| Proceeds from loan | $ 358,236 | ||||||||||||
| Debt, outstanding balance | $ 0 | $ 0 | 358,236 | ||||||||||
| Debt, interest rate | 1.00% | ||||||||||||
| Debt, maturity date | Mar. 05, 2026 | ||||||||||||
| Economic Injury Disaster Loan [Member] | |||||||||||||
| Proceeds from loan | $ 150,000 | ||||||||||||
| Debt, outstanding balance | 0 | 0 | 150,000 | ||||||||||
| Debt, interest rate | 3.75% | ||||||||||||
| Non-Compete, Non-Solicitation and Non-Disclosure Agreement [Member] | UL ATL [Member] | Notes Payable [Member] | |||||||||||||
| Debt, periodic payments | $ 20,833 | ||||||||||||
| Debt, periodic payment description | The agreement calls for twenty-four monthly non-interest bearing payments of $20,833.33 with the first payment on June 29, 2020. | ||||||||||||
| Notes payable | $ 500,000 | $ 500,000 | $ 500,000 | 250,004 | |||||||||
| Trillium SPA [Member] | Convertible Notes Payable [Member] | |||||||||||||
| Debt, interest rate | 10.00% | ||||||||||||
| Debt, maturity date | Oct. 06, 2021 | ||||||||||||
| Notes payable | $ 1,111,000 | 1,104,500 | |||||||||||
| Proceeds from notes payable | $ 1,000,000 | ||||||||||||
| Number of warrants to purchase common stock | 570,478,452 | ||||||||||||
| Warrants exercise price, per share | $ 0.001946 | ||||||||||||
| Debt, conversion price per share | $ 0.00179638 | $ 0.00179638 | |||||||||||
| Debt, conversion price per share, description | The Trillium Note matures on October 6, 2021 (the “Maturity Date”) and is convertible at any time. The conversion price of the Trillium Note shall be equal to $0.00179638 (the “Conversion Price”); provided, however, that in no instance shall the investor be entitled to convert at a price lower than $0.00119759 (the “Trillium Note Floor Price”) and in no instance shall Trillium be entitled to convert into such an amount of common stock that, together with all shares of common stock which have been previously converted, would equal greater than 13.8875% of the total issued and outstanding shares of common stock of the Company, subject to adjustment as provided herein, including, but not limited to, adjustments for any stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. The Conversion Price shall be rounded down to the nearest $0.0001 and in no event lower than $0.00119759. Provided that the Company has satisfied all of the Equity Conditions (as defined in the Trillium Note) the Company may deliver a notice to Trillium an “Optional Redemption Notice”, of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of the Trillium Note for cash in an amount equal to the Optional Redemption Amount as further described in the Trillium Note (the “Optional Redemption Amount”) on the 20th Trading Day following the Optional Redemption Notice. The Trillium Warrant has a term of five years and may only be exercised on a cash basis at an “Exercise Price” equal to $0.001946, subject to adjustment (the “Exercise Price”); provided, however, that in no instance shall Trillium be entitled to at a price lower than $0.001946 (the “Floor Price”) and in no instance shall Trillium be entitled to exercise the Trillium Warrant into such an amount of common stock that, together with all shares of Common Stock which have been previously exercised by Trillium, would equal greater than 8.546% of the total issued and outstanding shares of common stock of the Company, subject to adjustment, including, but not limited to, adjustments for any stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. The Exercise Price shall be rounded down to the nearest $0.0001 and in no event lower than $0.001946. | ||||||||||||
| Debt, original issue discount | $ 111,000 | ||||||||||||
| Debt issuance, legal fees | 50,000 | ||||||||||||
| Warrants, value | 563,341 | ||||||||||||
| Debt, beneficial conversion feature | 65,453 | ||||||||||||
| Loss on extinguishment of debt | 1,147,856 | ||||||||||||
| Debt, unamortized debt discount | 0 | ||||||||||||
| Debt, conversion of notes into shares, value | $ 63,692 | ||||||||||||
| Debt, conversion of notes into shares | 35,455,872 | ||||||||||||
| Trillium SPA [Member] | Convertible Notes Payable [Member] | Additional Paid-in Capital [Member] | |||||||||||||
| Debt, original issue discount | 13,054 | ||||||||||||
| Debt, beneficial conversion feature | $ 436,844 | ||||||||||||
| 3a SPA [Member] | Convertible Notes Payable [Member] | |||||||||||||
| Debt, interest rate | 10.00% | ||||||||||||
| Notes payable | $ 1,111,000 | $ 1,111,000 | |||||||||||
| Proceeds from notes payable | $ 1,000,000 | ||||||||||||
| Number of warrants to purchase common stock | 570,478,452 | ||||||||||||
| Warrants exercise price, per share | $ 0.001946 | ||||||||||||
| Debt, conversion price per share, description | The 3a Note matures on October 6, 2021 (the “Maturity Date”) and is convertible at any time. The conversion price of the 3a Note shall be equal to $0.00179638 (the “Conversion Price”); provided, however, that in no instance shall the investor be entitled to convert at a price lower than $0.00119759 (the “3a Note Floor Price”) and in no instance shall 3a be entitled to convert into such an amount of common stock that, together with all shares of common stock which have been previously converted, would equal greater than 13.8875% of the total issued and outstanding shares of common stock of the Company, subject to adjustment as provided herein, including, but not limited to, adjustments for any stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. The Conversion Price shall be rounded down to the nearest $0.0001 and in no event lower than $0.00119759. Provided that the Company has satisfied all of the Equity Conditions (as defined in the 3a Note) the Company may deliver a notice to 3a an “Optional Redemption Notice”, of its irrevocable election to redeem some or all of the then outstanding principal or interest amount of the 3a Note for cash in an amount equal to the Optional Redemption Amount as further described in the 3a Note (the “Optional Redemption Amount”) on the 20th Trading Day following the Optional Redemption Notice. The 3a Warrant has a term of five years and may only be exercised on a cash basis at an “Exercise Price” equal to $0.001946, subject to adjustment (the “Exercise Price”); provided, however, that in no instance shall 3a be entitled to at a price lower than $0.001946 (the “Floor Price”) and in no instance shall 3a be entitled to exercise the 3a Warrant into such an amount of common stock that, together with all shares of Common Stock which have been previously exercised by 3a, would equal greater than 8.546 % of the total issued and outstanding shares of common stock of the Company, subject to adjustment, including, but not limited to, adjustments for any stock split, stock combination, reclassification or similar transaction that proportionately decreases or increases the common stock during such measuring period. The Exercise Price shall be rounded down to the nearest $0.0001 and in no event lower than $0.001946. | 617,808 | |||||||||||
| Debt, original issue discount | $ 111,000 | ||||||||||||
| Warrants, value | 563,156 | ||||||||||||
| Debt, beneficial conversion feature | 436,844 | ||||||||||||
| Debt, unamortized debt discount | $ 391,757 | $ 1,215,526 | |||||||||||
| Trillium and 3a SPA [Member] | Convertible Notes Payable [Member] | |||||||||||||
| Debt, interest rate | 10.00% | ||||||||||||
| Notes payable | $ 916,666 | ||||||||||||
| Proceeds from notes payable | $ 1,666,666 | ||||||||||||
| Debt, conversion price per share | $ 0.0032 | ||||||||||||
| Debt, conversion price per share, description | 166,667 | ||||||||||||
| Debt, beneficial conversion feature | $ 1,666,666 | ||||||||||||