Atlantic International Corp. Files S-1

TL;DR

Atlantic International Corp. (formerly SeqLL, Inc.) filed an S-1, signaling a potential public offering.

AI Summary

Atlantic International Corp. filed an S-1 registration statement on July 2, 2024, to register securities. The company, formerly known as SeqLL, Inc., is incorporated in Delaware and headquartered in Englewood Cliffs, NJ. Jeffrey Jagid serves as the Chief Executive Officer.

Why It Matters

This S-1 filing indicates Atlantic International Corp. is preparing to offer securities to the public, which could lead to new investment opportunities or changes in the company's capital structure.

Risk Assessment

Risk Level: medium — S-1 filings are typically made by companies seeking to raise capital through public offerings, which inherently carry market and execution risks.

Key Numbers

• 333-280653 — SEC File Number (Identifies the specific SEC filing)
• 7363 — SIC Code (Classifies the company's industry as Services-Help Supply Services)

Key Players & Entities

• ATLANTIC INTERNATIONAL CORP. (company) — Registrant
• SeqLL, Inc. (company) — Former company name
• Jeffrey Jagid (person) — Chief Executive Officer
• 20140417 (date) — Date of name change
• 20240702 (date) — Filing date

FAQ

Key Financial Figures

• $0.00001 — p to 13,711,743 shares of common stock, $0.00001 par value (the “Shares”), o
• $5.99 — of the common stock on the OTC Pink was $5.99. Investing in our shares involves risk
• $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, t
• $35,000,000 — missory note in the principal amount of $35,000,000 that is due on or before September 30,
• $2.36 — quo;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 — t a market value of $2.36 per share, or $43,000,000 in the aggregate (the “Atlantic C
• $10 million — September 30, 2024, IDC shall be issued $10 million of additional shares of Atlantic common
• $21,893,488 — ing loss carryforwards of approximately $21,893,488. The available net operating loss carry

Filing Documents

• ea0208755-s1_atlantic.htm (S-1) — 1479KB
• ea020875501ex5-1_atlantic.htm (EX-5.1) — 11KB
• ea020875501ex21-1_atlantic.htm (EX-21.1) — 1KB
• ea020875501ex23-1_atlantic.htm (EX-23.1) — 2KB
• ea020875501ex-fee_atlantic.htm (EX-FILING FEES) — 70KB
• image_001.jpg (GRAPHIC) — 13KB
• ex5-1_001.jpg (GRAPHIC) — 86KB
• 0001213900-24-058504.txt ( ) — 1701KB

USE OF PROCEEDS

USE OF PROCEEDS 23 MARKET PRICE OF OUR COMMON STOCK 23 DIVIDEND POLICY 23 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF LYNEER 24

BUSINESS

BUSINESS 50 MANAGEMENT 58 CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS 73 PRINCIPAL STOCKHOLDERS 75 SELLING SHAREHOLDERS 76 DESCRIPTION OF THE SHARES 77 PLAN OF DISTRIBUTION 77 SHARES ELIGIBLE FOR FUTURE SALE 79 LEGAL MATTERS 80 EXPERTS 80 INDEX TO FINANCIAL STATEMENTS F-1 i ADDITIONAL INFORMATION You should rely only on this prospectus, the documents incorporated or deemed to be incorporated by reference herein or therein, and any free writing prospectus prepared by us or on our behalf. We have not authorized anyone to provide you with information different than that contained or incorporated by reference in this prospectus and any free writing prospectus that we have authorized for use in connection with this Offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information appearing in this prospectus, the documents incorporated by reference herein, and in any free writing prospectus that we have authorized for use in connection with this Offering is accurate only as of the date of those respective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. You should read this prospectus, the documents incorporated by reference herein, and any free writing prospectus that we have authorized for use in connection with this Offering in their entirety before making an investment decision. We are offering to sell, and are seeking offers to buy, the Shares only in jurisdictions where such offers and sales are permitted. The distribution of this prospectus and the offering of the Shares in certain jurisdictions or to certain persons within such jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus must inform themselves about and observe any restrictions relating to the offerin

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 prospectus, 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 prospectus 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 pursuan

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View this S-1 filing on SEC EDGAR