Atlantic International Corp. Completes Acquisition, Files 8-K

TL;DR

Atlantic International Corp. just closed a deal and filed an 8-K. Watch for news on equity sales.

AI Summary

On June 18, 2024, Atlantic International Corp. (formerly SeqLL, Inc.) completed an acquisition. The company also announced unregistered sales of equity securities and changes regarding its certifying accountant and officers. The filing details these corporate events and includes financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions, including an acquisition and potential equity issuance, which could impact the company's structure and future financial performance.

Risk Assessment

Risk Level: medium — The filing involves an acquisition and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• ATLANTIC INTERNATIONAL CORP. (company) — Registrant
• SeqLL, Inc. (company) — Former Company Name
• June 18, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $400 million — 28-year-old company that generated over $400 million in revenues in 2023 and adjusted EBITDA
• $5.4 million — revenues in 2023 and adjusted EBITDA of $5.4 million. Pursuant to the terms of the Merger,
• $35,000,000 — missory note in the principal amount of $35,000,000 that is due on or before September 30,
• $2.36 — any's common stock at a market value of $2.36 per share, or $60,000,000 in the aggreg
• $60,000,000 — t a market value of $2.36 per share, or $60,000,000 in the aggregate. The shareholders of A
• $43,000,000 — at a market value of $2.36 per share or $43,000,000 in the aggregate (the "Atlantic Conside
• $10 million — September 30, 2024, IDC shall be issued $10 million of additional shares of Atlantic common
• $1,000 — rom the Company for a purchase price of $1,000 all of the Company's assets, including
• $1,375,000 — missory note in the principal amount of $1,375,000 to a former co-founder of SeqLL that is
• $21,893,488 — ing loss carryforwards of approximately $21,893,488. The available net operating loss carry
• $5 — ty securities with a price of less than $5.00, other than securities registered on

Filing Documents

• ea0208305-8k_atlantic.htm (8-K) — 1325KB
• ea020830501ex2-3_atlantic.htm (EX-2.3) — 7KB
• ea020830501ex2-4_atlantic.htm (EX-2.4) — 7KB
• ea020830501ex10-2_atlantic.htm (EX-10.2) — 27KB
• ea020830501ex10-3_atlantic.htm (EX-10.3) — 90KB
• ea020830501ex10-4_atlantic.htm (EX-10.4) — 93KB
• ea020830501ex10-5_atlantic.htm (EX-10.5) — 88KB
• ea020830501ex10-6_atlantic.htm (EX-10.6) — 119KB
• ea020830501ex10-7_atlantic.htm (EX-10.7) — 129KB
• ea020830501ex10-8_atlantic.htm (EX-10.8) — 41KB
• ea020830501ex10-10_atlantic.htm (EX-10.10) — 82KB
• ea020830501ex16-1_atlantic.htm (EX-16.1) — 2KB
• ea020830501ex99-1_atlantic.htm (EX-99.1) — 11KB
• image_001.jpg (GRAPHIC) — 13KB
• 0001213900-24-055741.txt ( ) — 2692KB
• atln-20240618.xsd (EX-101.SCH) — 3KB
• atln-20240618_def.xml (EX-101.DEF) — 26KB
• atln-20240618_lab.xml (EX-101.LAB) — 36KB
• atln-20240618_pre.xml (EX-101.PRE) — 25KB
• ea0208305-8k_atlantic_htm.xml (XML) — 5KB

01 Completion of Acquisition or Disposition

Item 2.01 Completion of Acquisition or Disposition of Assets On June 18, 2024 (the "Closing Date"), Atlantic International Corp. ("Atlantic" or the "Company," formerly known as SeqLL Inc.) completed the acquisition (the "Merger") of Lyneer Investments LLC and its operating subsidiaries, including Lyneer Staffing Solutions, LLC (collectively, "Lyneer"). Lyneer is a national strategic outsource services and workforce solutions firm, serving the commercial, professional, finance, direct placement and managed service provider verticals. Lyneer is a 28-year-old company that generated over $400 million in revenues in 2023 and adjusted EBITDA of $5.4 million. Pursuant to the terms of the Merger, the Company changed its corporate name from SeqLL Inc. to Atlantic International Corp. and its trading symbol to ATLN. The consideration for the Acquisition was the issuance to IDC Technologies Inc. ("IDC"), the then current owner of Lyneer: (a) a convertible promissory note in the principal amount of $35,000,000 that is due on or before September 30, 2024; and (b) 25,423,729 shares of the Company's common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate. The shareholders of Atlantic Acquisition Corp. were issued an aggregate of 18,220,339 shares of Company's common stock at a market value of $2.36 per share or $43,000,000 in the aggregate (the "Atlantic Consideration"). In the event the common stock of Atlantic is not uplisted, either directly or indirectly, by a reverse merger or otherwise, or another opportunistic alternative reasonably acceptable to IDC, has not been approved in writing by Atlantic, on or before September 30, 2024, IDC shall be issued $10 million of additional shares of Atlantic common stock, valued at the then current price of ATLN common stock. In addition, upon the closing of the Merger: Atlantic entered into an Assignment and Assumption Agreement pursuant to which Atlantic irrevocably assigned and transferred to the Company

RISK FACTORS

RISK FACTORS Investing in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this report, including Lyneer's financial statements, the notes thereto and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations of Lyneer," before deciding to invest in our securities. The risk factors related to the Merger are the risks directly related to the Merger and the integration of Lyneer with our company to the extent presently known. The risks below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See "Cautionary Note Concerning Forward-Looking Statements". The risks and uncertainties described in this report are not the only risks that we will encounter. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. The occurrence of any of the following risks could have a material and adverse effect on our business, reputation, financial condition, results of operations and future growth prospects, as well as our ability to accomplish our strategic objectives. As a result, the trading price of our securities could decline and you could lose all or part of your investment. Risks Related to the Merger The fairness opinion obtained by our board of directors from its independent financial advisor will not reflect subsequent changes. In connection with the Merger, McKim & Company LLC, the independent financial advisor to SeqLL's board of directors, delivered to the board of directors an opinion dated May 22, 2023 to the effect that as of that date, and based upon and subject to the various considerations set forth in the opinion, the Merger Consideration paid by us pursuant to the Merger Agreement was fair, from a financi

View Full Filing

View this 8-K filing on SEC EDGAR