| PROSPECTUS |
FILED PURSUANT TO 424(b)(3) |
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Registration Statement No. 333-288226 |
ATLANTIC INTERNATIONAL CORP.
9,925,914 Shares of
Common Stock
This prospectus relates to the sale (the “Offering”)
by the selling shareholders, and in the related amounts, (the “Selling Shareholders”) of up to 9,925,914 shares of common
stock, $0.00001 par value (the “Shares”), of Atlantic International Corp. (the “Company,” “Atlantic”
or “we”) issued to the Selling Shareholders consisting of: (a) an aggregate of 9,905,914 shares issued under the Amended
and Restated Agreement and Plan of Reorganization dated June 4, 2024, as amended, by and among the Company, SeqLL Merger LLC, Atlantic
Acquisition Corp., Atlantic Merger LLC, Lyneer Investments LLC and IDC Technologies Inc. (the “Merger Agreement”), and (b)
20,000 shares issued in exchange for legal services rendered.
Our common stock is quoted
on the Nasdaq Global Market under the symbol “ATLN.” On July 2, 2025 the last reported sale price prior to the date of this
prospectus, of the common stock on the Nasdaq Global Market was $2.06. The Shares may be sold at prevailing market prices or privately
negotiated prices or in transactions that are not in the public market. The Selling Shareholders have informed us that they do not have
any agreement or understanding, directly or indirectly, with any person to distribute their shares of Common Stock. The Company will not
receive any proceeds from the sale of the Shares by the Selling Shareholders. Additional information on the Selling Shareholders, and
the manner in which they may offer and sell the Shares, is provided under “Selling Shareholders” and “Plan of Distribution”
in this prospectus.
Investing in our
shares involves risks. You should carefully review the risks and uncertainties described under the heading “Risk
Factors” on page 3 and under similar headings in the other documents that are incorporated by reference into this
prospectus.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July 3, 2025
TABLE OF CONTENTS
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Page No. |
| ADDITIONAL INFORMATION |
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| WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE |
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iii |
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| PROSPECTUS SUMMARY |
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1 |
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| THE OFFERING |
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2 |
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| RISK FACTORS |
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3 |
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| CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENT |
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| USE OF PROCEEDS |
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| SELLING SHAREHOLDERS |
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18 |
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| DESCRIPTION OF THE SHARES TO BE REGISTERED |
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| PLAN OF DISTRIBUTION |
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20 |
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| SHARES ELIGIBLE FOR FUTURE SALE |
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22 |
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| DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION |
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| MATERIAL CHANGES |
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| LEGAL MATTERS |
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| EXPERTS |
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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 or prospectus subject 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. This prospectus incorporates by reference,
and any prospectus supplement or free writing prospectus may contain, and incorporate by reference, market data including statistics and
forecasts that are based on independent industry publications and other publicly available information. Although we believe those sources
are reliable, we do not guarantee the accuracy or completeness of the information verified this information. In addition, the market and
industry data and that may be included or incorporated by reference in this prospectus, any prospectus supplement or any free writing
prospectus may involve estimates, assumptions and other risks and uncertainties and are subject to change based on various factors, including
those discussed below under the heading “Risk Factors.” 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 offering
of the Shares and the distribution of this prospectus outside of the United States. This prospectus does not constitute, and may not be
used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus by any person
in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.
We further note that the representations, warranties
and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference in this prospectus
were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among
the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations,
warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should
not be relied on as accurately representing the current state of affairs.
You should not consider any information in this
prospectus or the accompanying Registration Statement to be investment, legal or tax advice. You should consult your own counsel, accountants
and other advisers for legal, tax, business, financial and related advice regarding the purchase of the Offered Shares offered by this
prospectus. If the description of the Offering varies between this prospectus and the accompanying Registration Statement, you should
rely on the information contained in this prospectus.
Unless otherwise indicated in this prospectus
or the context otherwise required, all references to “we,” “us,” “our,” “the Company”
and “Atlantic” refer to Atlantic International Corp. and its subsidiaries.
We own or have rights to various trademarks, service
marks and trade names that we use in connection with the operation of our business. This prospectus may also contain trademarks, service
marks and trade names of third parties, which are the property of their respective owners. Our use or display of third parties’
trademarks, service marks, trade names or products in this prospectus is not intended to, and does not imply a relationship with, or endorsement
or sponsorship by us. Solely for convenience, the trademarks, service marks and trade names referred to in this prospectus may appear
without the ®, TM or SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest
extent under applicable law, our rights or the right of the applicable licensor to these trademarks, service marks and trade names.
WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION
BY REFERENCE
We file annual, quarterly and current reports,
proxy statements and other information with the Securities and Exchange Commission (the “SEC”). You may read, without charge,
and copy the documents we file at the SEC’s public reference rooms in Washington, D.C. at 100 F Street, NE, Room 1580, Washington,
DC 20549. You can request copies of these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at
1-800-SEC-0330 for further information on the public reference rooms. Our SEC filings are also available to the public at no cost from
the SEC’s website at http://www.sec.gov. If you do not have Internet access, requests for copies of such documents shall be directed
to Michael S. Tenore, General Counsel, at Atlantic International Corp., 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NJ 07632.
Our website is at www.Atlantic-International.com.
The information on or accessible through our website, however, is not, and should not be deemed to be a part of this prospectus.
This prospectus is part of the Registration Statement
on Form S-3 we filed with the Securities and Exchange Commission, or SEC, under the Securities Act, and does not contain all the information
set forth in the Registration Statement. Whenever a reference is made in this prospectus to any of our contracts, agreements or other
documents, the reference may not be complete, and you should refer to the exhibits that are a part of the registration statement or the
exhibits to the reports or other documents incorporated by reference into this prospectus for a copy of such contract, agreement or other
document. You may inspect a copy of the Registration Statement, including the exhibits and schedules, through the SEC’s website,
as provided above.
We incorporate by reference into this prospectus
additional documents (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits on such form that are
related to such items) that we may file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the completion
or termination of the offering, including all such documents we may file with the SEC after the date of the initial registration statement
and prior to the effectiveness of the registration statement, but excluding any information deemed furnished and not filed with the SEC.
Any statements contained in a previously filed document incorporated by reference into this prospectus is deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement contained in this prospectus, or in a subsequently filed document also
incorporated by reference herein, modifies or supersedes that statement.
This prospectus may contain information that updates,
modifies or is contrary to information in one or more of the documents incorporated by reference in this prospectus. You should rely only
on the information incorporated by reference or provided in this prospectus. We have not authorized anyone else to provide you with different
information. You should not assume that the information in this prospectus is accurate as of any date other than the date of this prospectus,
or the date of the documents incorporated by reference in this prospectus.
We will provide to each person, including any
beneficial owner, to whom this prospectus is delivered, upon written or oral request, at no cost to the requester, a copy of any and all
of the information that is incorporated by reference in this prospectus.
This prospectus and any accompanying prospectus
supplement incorporate by reference the documents set forth below that have previously been filed with the SEC since the end of the fiscal
year ended December 31, 2024:
| (1) | Atlantic International (previously SeqLL, Inc.) Schedule 14C
Definitive Information Statement filed with the SEC on August 10, 2023; |
| (2) | Atlantic International Annual Report on Form 10-K filed with
the SEC on March 28, 2025; |
| (3) | Atlantic Quarterly Report on Form 10-Q for the quarter ended
March 31, 2025, filed with the SEC on May 15, 2025; |
| (4) | Current reports on Form 8-K filed with the SEC on January 13, 2025, February 28, 2025 and May 5, 2025, respectively; and |
| (5) | The descriptions of Atlantic International’s common stock
which is registered under Section 12 of the Exchange Act, in Atlantic International’s registration statement on Form S-1 (No. 333-280653),
filed on July 2, 2024, including any amendments or reports filed for the purpose of updating such description. |
You may request, and we will provide you with,
a copy of these filings, at no cost, by contacting us at:
Atlantic International Corp.
270 Sylvan Avenue, Suite 2230
Englewood Cliffs, NJ 07632
Attention: Corporate Secretary
Telephone: (201) 899-4470
PROSPECTUS SUMMARY
The following summary highlights information contained elsewhere
in this prospectus. The summary may not contain all of the information that may be important to you. You should read this entre prospectus
carefully, including our financial statements and related notes thereto and the documents incorporated by reference in this prospectus
and the risks described below under “Risk factors.” And as described or may be described in the Company’s Annual Report
on Form 10-K, any subsequent quarterly report on Form 10-Q or Current Report on Form 8-K, any proxy statement, as well as in any applicable
prospectus supplement and contained or to be contained in our filings with the SEC and incorporated by reference in this prospectus. We
note that our actual results and future events may differ significantly based upon a number of factors. The reader should not put undue
reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.
In this prospectus, unless otherwise noted, the terms “the
Company,” “Atlantic,” “we,” “us,” and “our” refer to Atlantic International Corp.
Overview
Atlantic International Corp.
(“Atlantic”) (Nasdaq: ATLN) is a leading strategic staffing, outsourced services, and workforce solutions company executing
a high-growth strategy. Through its principal operating subsidiary, Lyneer Investments LLC (“Lyneer”), Atlantic provides its
customers with complete HR solutions, operating 40 independent on-site and vendor-on-premises facilities and paying over 12,000 employees
weekly. According to Staffing Industry Analysts, Atlantic is among the top 20 largest national staffing companies servicing the light
industrial, commercial, professional, finance, direct placement, and managed service provider verticals. Atlantic’s approximately
300 employees generated over $442 million in revenue for the year ended December 31, 2024.
Corporate Information
We were incorporated in Delaware
under the name SeqLL Inc. on April 1, 2014. We historically operated as a commercial-stage life science instrumentation and research
services company engaged in development of scientific assets and novel intellectual property across multiple “Omics” fields.
Pursuant to the terms and Conditions of the Amended and Restated Agreement and Plan of Reorganization dated as of June 4, 2024, as amended
(the “Merger Agreement”), all of our current business operation have been sold to SeqLL Omics, a newly formed company owned
by our former employees and management, our business is now that of Lyneer. Our corporate headquarters have been relocated to 270 Sylvan
Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632. Our main telephone number at that address is (201) 899-4470, and our website
address is www.atlantic-international.com. The information on our website is not part of this prospectus. We have included our
website address as a factual reference and do not intend it to be an active link to our website.
On August 30, 2023, we amended
our amended and restated certificate of incorporation to effect a one-for-40 reverse stock split of our common stock and to increase our
authorized shares of common stock from 80,000,000 shares to 300,000,000 shares.
On June 13, 2024, in preparation
for the Merger described below, the Company changed its name from SeqLL Inc. to Atlantic International Corp.
On June 4, 2024 the Company,
SeqLL Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic
Acquisition Corp, a Delaware corporation “Atlantic”, Atlantic Merger LLC, a Delaware limited liability company and a majority-owned
subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer”),
and IDC Technologies, a California corporation (“IDC”), entered into the Merger Agreement pursuant to which (i) Atlantic
Merger Sub was merged with and into Lyneer, with Lyneer continuing as the surviving entity and (ii) Purchaser Sub was merged with
and into Lyneer with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company, collectively by referred
to as the Merger.
THE OFFERING
| Shares of Common stock offered: |
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9,925,914 Shares are being registered for resale
by Selling Shareholders.
Pursuant to the Merger Agreement, we issued to
the Selling Shareholders an aggregate of 9,905,914 Shares issued under the Amended and Restated Agreement and Plan of Reorganization dated
June 4, 2024, as amended, and 20,000 shares issued in exchange for legal services rendered. The Shares were not registered under the Securities
Act and they were exempt from registration pursuant to the exemption set forth in Section 4(a)(2) of the Securities Act of 1933, as amended,
as not involving any public offering. |
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| Common stock outstanding prior to offering: |
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As of June 13, 2025, we had 61,650,546 shares issued and outstanding. |
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| Capital Stock: |
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Our authorized share capital is 300,000,000 shares of common stock, par value $0.00001 per share. |
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For more information about our common stock, you should carefully read the section below titled “Description of the Securities to be Registered.” |
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| Use of proceeds: |
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We are not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Shares by the Selling Shareholders. |
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| Risk Factors: |
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Investing in our common stock involves
significant risks. See “Risk Factors” beginning on page 3 of this prospectus and other information included or
incorporated by reference into this prospectus for a discussion of factors you should carefully consider before investing in our
securities. |
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| NASDAQ Global Market trading symbol: |
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Our shares of common stock are quoted on the Nasdaq Global Market under the symbol “ATLN.” |
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 herein or incorporated into 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 risks factors 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.
General Risks Relating to Atlantic International’s
Business
There is no assurance of future profitability
for Lyneer.
While Lyneer’s historical
financial statements report net losses primarily as a result of its accounting for its acquisition by IDC in August 2021 and in 2024 for
transaction costs in connection with the Merger, there can be no assurance of future profitability. Atlantic has reported a net loss of
$10,744,185 for the three-month period ended March 31, 2025 and net losses of $135,479,890 and $15,252,020 for the years ended December 31,
2024 and 2023, respectively. The consolidated financial statements of Lyneer since August 31, 2021 reflect the post-acquisition activity
of Lyneer since its acquisition by IDC. The loss for the three-months ended March 31, 2025, resulted primarily from: (i) selling,
general and administrative costs of $19,399,479 due primarily to higher transaction costs related to the Merger and stock compensation
expense. There can be no assurance that Lyneer will operate profitably in the future.
Lyneer has a significant amount of debt
obligations and its failure to restructure or pay such obligations when due could have a material adverse impact on Lyneer’s financial
condition and long-term viability.
In addition to the Merger
Note to IDC, in the principal amount of $35 million, issued at the closing of the Merger, Lyneer’s existing debt obligations currently
include all of the debt obligations of IDC as a co-borrower as all of the loan arrangements entered into by Lyneer and IDC provide that
such parties are jointly and severally liable for the full amount of the indebtedness. While Lyneer is legally jointly and severally liable
for IDC’s debt obligations, as of the date of the Merger, the Company deconsolidated its joint and several debt obligations as it
is reasonably probable that IDC has the ability to repay their portion. At March 31, 2025, such indebtedness totaled approximately
$104,045,357. The joint indebtedness of Lyneer and IDC is made up of a revolving credit facility, which was refinanced on April 29, 2025,
and a term loan from their senior lenders and promissory notes that are payable to the two prior owners of Lyneer. Until such obligations
are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does
not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s
current operations are not expected to be sufficient to make all of the necessary payments. Pursuant to an Allocation Agreement dated
as of December 31, 2023, IDC agreed with Lyneer to assume responsibility for all payments under the term loan and the promissory notes
payable to the two prior owners of Lyneer (the “Assumed Debt”), and all but $28,739,104 that was outstanding under the revolving
credit facility as of March 31, 2025. However, until such time as Lyneer’s joint and several debt obligations are restructured,
the agreement of IDC to assume all but Lyneer’s $28,739,104 of the joint indebtedness is being given effect solely for accounting
purposes, although Lyneer will remain a joint and several obligor on such indebtedness and will be obligated to pay such indebtedness
if IDC does not do so.
In addition, under the Allocation
Agreement, IDC and Prateek Gattani, IDC’s Chief Executive Officer and our then Chairman of the Board, have agreed for IDC to work
with Lyneer to implement a plan to refinance or otherwise satisfy the Assumed Debt for which Lyneer is currently jointly and severally
liable with IDC so that Lyneer will be obligated for only its portion under the facility. Lyneer has entered into a new revolving credit
facility that will be supportable by Lyneer’s stand-alone borrowing base. The new credit facility provides credit availability to
Lyneer of up to $70,000,000 and will replace Lyneer’s remaining obligations under the existing revolving credit facility. However,
there can be no assurance that Lyneer will be able to support its continuing indebtedness, to generate revenues sufficient in amount to
enable us to pay our indebtedness under the Merger Note, or to repay or refinance any such indebtedness when due. Lyneer’s failure
to comply with its obligations under its existing indebtedness following the Merger, or to repay or refinance such indebtedness when due,
including our indebtedness under the Merger Note, would likely have a material adverse impact on our financial condition and long-term
viability.
Lyneer will remain jointly and severally
liable for the Assumed Debt until such indebtedness is restructured to remove Lyneer as an obligor or such indebtedness is paid in full.
As described in the previous
risk factor, notwithstanding the deconsolidation of debt for accounting purposes, Lyneer remains legally jointly and severally liable
as a co-borrower with IDC on all loan arrangements for which they are now jointly liable until such time as such loan arrangements are
paid in full. The assets of Lyneer have been pledged to the new lender under the new ABL credit facility and, in connection with the closing
of the Merger, were pledged to the lender under the term loan our equity interests in Lyneer, our sole operating subsidiary, as collateral
for the repayment of such loan. In the event Lyneer or IDC is unable to repay their joint and several indebtedness, or there occurs any
other event of default under the revolving credit facility or the term loan, including, but not limited to, completion of an Initial Capital
Raise (as defined), the lenders under the revolving credit facility and the term loan will be able to foreclose upon the equity and assets
of Lyneer, which could result in a loss of your investment. Notwithstanding the fact that IDC and Prateek Gattani have agreed to repay
the joint and several indebtedness under the Allocation Agreement, IDC has been unable to repay such indebtedness and Lyneer may be required
to make such payments. In such event, IDC would then be required to repay Lyneer for the amounts paid on IDC’s behalf. The failure
of IDC to repay the joint and several indebtedness would be expected to have a material adverse impact on Lyneer’s financial condition
and its long-term viability and the market price of our common stock and there is no guarantee that the lenders will continue to work
with the Company amicably.
We will be required to raise additional
funds prior to the maturity date of the Merger Note to repay such note and our other outstanding indebtedness and to support our future
capital needs.
We believe our cash on hand
and cash generated from operations, will not be sufficient to pay the Merger Note and our other outstanding indebtedness in full when
due and to fund our ongoing operations. As stated above, Lyneer has been in default under its principal credit facilities and outstanding
promissory notes and any future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s
financial condition and long-term viability. We will be required to seek financing to pay or refinance our other outstanding indebtedness.
We cannot assure you that
we will be able to obtain additional funds on acceptable terms, or at all. Our ability to obtain additional financing will be subject
to market conditions, our operating performance and investor sentiment, among other factors. If we raise additional funds by issuing equity
or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting
our operations or our ability to incur additional debt. Any debt or equity financing may contain terms that are not favorable to us or
our stockholders. To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance
of those securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future
capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants
or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We
may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in
connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities
for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility
of such issuance, may cause the market price of our common stock to decline further and existing stockholders may not agree with our financing
plans or the terms of such financings.
In addition, we may incur
substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law
compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection
with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.
Furthermore, any additional
debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional
financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps
on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and we
ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive
any distribution on their shares. Further, we may not be able to continue operating if we do not generate sufficient revenues from operations
needed to stay in business.
Lyneer has client concentration and the
loss of a significant client could adversely affect Lyneer’s business operations and operating results.
Lyneer has one client that
represented approximately 13% and 15% of Lyneer’s revenues for the three months ended March 31, 2025 and March 31, 2024,
respectively. No other customer accounted for more than 10% of Lyneer’s revenues in either period. The client’s contract
with Lyneer consists of a master service agreement (“MSA”) for temporary employee services with various customer locations
entering into separate service annexes. None of the revenues from a specific location exceeded 5% of the aggregate revenue associated
with the client. The current term of the MSA expires in January 2026 and automatically renews for one-year subsequent terms. However,
the client may terminate the agreement for convenience at any time, subject to any accrued payment obligations. If this client were to
terminate its relationship with Lyneer, Lyneer would face a material decrease in revenues if it is unable to replace the client’s
lost revenues. This, in turn, would be expected to have a material adverse effect on Lyneer’s business and financial condition.
IDC, our principal stockholder, defaulted
on the joint and several debt obligations of IDC and our Lyneer subsidiary which could result in a change of control of our company.
Our principal stockholder,
IDC owned approximately 43% of our issued and outstanding common stock. In order to secure the current joint and several debt obligations
of IDC and Lyneer until such time as such indebtedness can be restructured or repaid, we pledged to the lender under the Term Note our
equity ownership of Lyneer and IDC pledged to such lender its equity ownership in our Company. The Lender under the original ABL Revolver
foreclosed on IDC’s equity ownership of our Company. Any sales by the lender of IDC’s common stock of our Company, may have
an adverse effect on the market price of our common stock resulting in a diminution in the value of disputes or other developments related
to proprietary rights, including patents, litigation matters or our ability to obtain intellectual property protection for our technologies;
Lyneer has been in default under its principal
credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could have a material
adverse impact on Lyneer’s financial condition and long-term viability.
Lyneer has entered into several
debt facilities under which it is jointly and severally liable for repayment with IDC. Lyneer was not in compliance with all of its covenants
under its revolving credit facility until it was able to enter into a new credit facility on April 29, 2025.
Even if IDC pays in full
the term loan and the promissory notes payable to the prior sellers of Lyneer and Lyneer is removed from all joint and several obligation,
there can be no assurance that all conditions subsequent will be satisfied and that Lyneer will be able to comply with all of its obligations
under such credit facilities. Any failure on the part of Lyneer to comply with its obligations under the credit facilities could result
in a default which would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability.
Lyneer operates
in an intensely competitive and rapidly changing business environment, and there is a substantial risk that its services could become
obsolete or uncompetitive.
The markets for Lyneer’s
services are highly competitive. Lyneer’s markets are characterized by pressures to provide high levels of service, incorporate
new capabilities and technologies, accelerate job completion schedules and reduce prices. Furthermore, Lyneer faces competition from a
number of sources, including other executive search firms and professional search, staffing and consulting firms. Several of Lyneer competitors
have greater financial and marketing resources than Lyneer does. New and current competitors are aided by technology, and the market has
low barriers to entry and similarly such technologies have allowed employers to find workers without the help of traditional agencies.
Specifically, the increased use of the internet may attract technology-oriented companies to the professional staffing industry. Free
social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the
assistance of a staffing company.
Lyneer’s future success
depends largely upon its ability to anticipate and keep pace with those developments and advances. Current or future competitors could
develop alternative capabilities and technologies that are more effective, easier to use or more economical than Lyneer’s services.
In addition, Lyneer believes that, with continuing development and increased availability of information technology, the industries in
which Lyneer competes may attract new competitors. If Lyneer’s capabilities and technologies become obsolete or uncompetitive, its
related sales and revenue would decrease. Due to competition, Lyneer may experience reduced margins on its services, loss of market share,
and loss of customers. If Lyneer is not able to compete effectively with current or future competitors as a result of these and other
factors, Lyneer’s business, financial condition and results of operations could be materially adversely affected.
Lyneer’s debt instruments contain
covenants that could limit its financing options and liquidity position, which would limit its ability to grow its business.
Covenants in Lyneer’s
debt instruments impose operating and financial restrictions on Lyneer. These restrictions prohibit or limit its ability to, among other
things:
| ● | pay cash dividends to its stockholders, subject to certain limited exceptions; |
| ● | redeem or repurchase its common stock or other equity; |
| ● | incur additional indebtedness; |
| ● | make certain investments (including through the acquisition of stock, shares, partnership or limited liability
company interests; any loan, advance or capital contribution); |
| ● | sell, lease, license, lend or otherwise convey an interest in a material portion of our assets; and |
| ● | sell or otherwise issue shares of its common stock or other capital stock subject to certain limited exceptions. |
Lyneer’s failure to
comply with the restrictions in its debt instruments could result in events of default, which, if not cured or waived, could result in
Lyneer being required to repay these borrowings before their due date. The holders of Lyneer’s debt may require fees and expenses
to be paid or other changes to terms in connection with waivers or amendments. If Lyneer is forced to refinance these borrowings on less
favorable terms, Lyneer’s results of operations and financial condition could be adversely affected by increased costs and rates.
In addition, these restrictions may limit its ability to obtain additional financing, withstand downturns in its business or take advantage
of business opportunities.
Lyneer faces risks associated with litigation and claims.
Lyneer and certain of its
subsidiaries may be named as defendants in lawsuits from time to time that could cause them to incur substantial liabilities. Lyneer and
certain of its subsidiaries are currently defendants in several actual or asserted class and representative action lawsuits brought by
or on behalf of their current and former employees alleging violations of federal and state law with respect to certain wage and hour
related matters, among other claims. The various claims made in one or more of such lawsuits include, among other things, the misclassification
of certain employees as exempt employees under applicable law, failure to comply with wage statement requirements, failure to compensate
certain employees for time spent performing activities related to the interviewing process, and other related wage and hour violations.
Such suits seek, as applicable, unspecified amounts for unpaid overtime compensation, penalties, and other damages, as well as attorneys’
fees. While all of Lyneer’s existing material litigation are subject to pending settlement approvals by the applicable courts, there
can be no assurance that such settlements will be approved by the courts. As a result, it is not possible to predict the outcome of these
lawsuits. Notwithstanding the proposed settlements, these lawsuits, and future lawsuits that may be brought against Lyneer or its subsidiaries,
may consume substantial amounts of Lyneer’s financial and managerial resources and might result in adverse publicity, regardless
of the ultimate outcome of the lawsuits. An unfavorable outcome with respect to these lawsuits and any future lawsuits or regulatory proceedings
could, individually or in the aggregate, cause Lyneer to incur substantial liabilities or impact its operations in such a way that may
have a material adverse effect upon Lyneer’s business, financial condition or results of operations. In addition, an unfavorable
outcome in one or more of these cases could cause Lyneer to change its compensation plans for its employees, which could have a material
adverse effect upon Lyneer’s business.
Lyneer’s revenue can vary because
its customers can terminate their relationship with them at any time with limited or no penalty.
Lyneer focuses on providing
mid-level professional and light industrial personnel on a temporary assignment-by-assignment basis, which customers can generally terminate
at any time or reduce their level of use when compared with prior periods. To avoid large placement agency fees, large companies may use
in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel. Because
placement agencies typically charge a fee based on a percentage of the first year’s salary of a new worker, companies with many
jobs to fill have a large financial incentive to avoid agencies.
Lyneer’s business is
also significantly affected by its customers’ hiring needs and their views of their future prospects. Lyneer’s customers may,
on very short notice, terminate, reduce or postpone their recruiting assignments with Lyneer and, therefore, affect demand for its services.
As a result, a significant number of Lyneer’s customers can terminate their agreements at any time, making Lyneer particularly vulnerable
to a significant decrease in revenue within a short period of time that could be difficult to quickly replace. This could have a material
adverse effect on Lyneer’s business, financial condition and results of operations.
Lyneer’s service revenue
increased by $41,235,113, or 10.3%, during the year ended December 31, 2024, as compared to the prior fiscal year. This increase was was
predominately due to the higher revenues from Lyneer’s temporary placement services business due primarily to a strong sales initiative
by the Company. Permanent placement and other services decreased by $846,229, or 18.3%, due to lower permanent job demand as companies
cut back on hiring permanent positions.
Most of Lyneer’s contracts
do not obligate its customers to utilize a significant amount of Lyneer’s staffing services and may be cancelled on limited notice,
so Lyneer’s revenue is not guaranteed. Substantially all of Lyneer’s revenue is derived from multi-year contracts that are
terminable for convenience. Under Lyneer’s multi-year agreements, Lyneer contracts to provide customers with staffing services through
work or service orders at the customers’ request. Under these agreements, Lyneer’s customers often have little or no obligation
to request Lyneer’s staffing services. In addition, most of Lyneer’s contracts are cancellable on limited notice, even if
Lyneer is not in default under the contract. Lyneer may hire employees permanently to meet anticipated demand for services under these
agreements that may ultimately be delayed or cancelled. Lyneer could face a significant decline in revenues and its business, financial
condition or results of operations could be materially adversely affected if:
| ● | Lyneer sees a significant decline in the staffing services requested under its service agreements; or |
| ● | Lyneer’s customers cancel or defer a significant number of staffing requests; or Lyneer’s
existing customer agreements expire or lapse and it cannot replace them with similar agreements. |
Lyneer has client concentration and the
loss of a significant client could adversely affect Lyneer’s business operations and operating results.
Lyneer has one client that
represented approximately 16% of Lyneer’s 2024 and 2023 revenues, respectively. No other customer accounted for more than 10% of
Lyneer’s revenues in either period. The client’s contract with Lyneer consists of a master service agreement (“MSA”)
for temporary employee services with various customer locations entering into separate service annexes. None of the revenues from a specific
location exceeded 5% of the aggregate revenue associated with the client. The current term of the MSA expires in January 2026 and automatically
renews for one-year subsequent terms. However, the client may terminate the agreement for convenience at any time, subject to any accrued
payment obligations. If this client were to terminate its relationship with Lyneer, Lyneer would face a material decrease in revenues
if it is unable to replace the client’s lost revenues. This, in turn, would be expected to have a material adverse effect on Lyneer’s
business and financial condition.
Lyneer could be harmed by improper disclosure
or loss of sensitive or confidential company, employee, associate or customer data, including personal data.
In connection with the operation
of its business, Lyneer stores, processes and transmits a large amount of data, including personnel and payment information, about its
employees, customers, associates and candidates, a portion of which is confidential and/or personally sensitive. In doing so, Lyneer relies
on its own technology and systems, and those of third-party vendors it uses for a variety of processes. Lyneer and its third-party vendors
have established policies and procedures to help protect the security and privacy of this information. Unauthorized disclosure or loss
of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems failure, employee
negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by Lyneer’s employees
or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations,
who may develop and deploy viruses, worms or other malicious software programs.
While Lyneer maintains cyber
insurance with respect to many such claims and has provisions of agreements with third-parties that detail security obligations and typically
have indemnification obligations related to the same, any such unauthorized disclosure, loss or breach could harm Lyneer’s reputation
and subject Lyneer to government sanctions and liability under its contracts and laws that protect sensitive or personal data and confidential
information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data
and other practices that Lyneer and its third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such
information. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various
jurisdictions in which Lyneer provides services. Any failure or perceived failure to successfully manage the collection, use, disclosure,
or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in
this area, could result in legal liability or impairment to Lyneer’s reputation in the marketplace. Following consummation of the
Merger, our board of directors and its audit committee will consult with Lyneer’s management and will be briefed by, and receive
appropriate recommendations from, management on matters associated with regulatory compliance and security.
Lyneer has been and may be exposed to employment-related
claims and losses, including class action lawsuits that could have a material adverse effect on its business.
Lyneer employs people internally
and in the workplaces of other businesses. Many of these individuals have access to customer information systems and confidential information.
The risks of these activities include possible claims relating to:
| ● | discrimination and harassment; |
| ● | wrongful termination or denial of employment; |
| ● | violations of employment rights related to employment screening or privacy issues; |
| ● | classification of temporary workers; |
| ● | assignment of illegal aliens; |
| ● | violations of wage and hour requirements; |
| ● | retroactive entitlement to temporary worker benefits |
| ● | errors and omissions by Lyneer’s temporary workers; |
| ● | misuse of customer proprietary information; |
| ● | misappropriation of funds; |
| ● | damage to customer facilities due to negligence of temporary workers; and |
Lyneer may incur fines and
other losses or negative publicity with respect to these problems. In addition, these claims may give rise to litigation, which could
be time-consuming and expensive. New employment and labor laws and regulations may be proposed or adopted that may increase the potential
exposure of employers to employment-related claims and litigation. There can be no assurance that the corporate policies Lyneer has in
place to help reduce its exposure to these risks will be effective or that Lyneer will not experience losses as a result of these risks.
There can also be no assurance that the insurance policies Lyneer has purchased to insure against certain risks will be adequate or that
insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.
Long-term contracts do not comprise a significant portion of
Lyneer’s revenue.
Because long-term contracts
are not a significant part of Lyneer’s staffing services business, future results cannot be reliably predicted by considering past
trends or extrapolating past results. Additionally, Lyneer’s clients will frequently enter nonexclusive arrangements with several
firms, which the client is generally able to terminate on short notice and without penalty. The nature of these arrangements further exacerbates
the difficulty in predicting Lyneer’s future results.
Lyneer may be unable to find sufficient candidates for its talent
solutions business.
Lyneer’s talent solutions
services business consists of the placement of individuals seeking employment. There can be no assurance that candidates for employment
will continue to seek employment through Lyneer. Candidates generally seek contract or permanent positions through multiple sources, including
Lyneer and its competitors. Before the COVID-19 pandemic, unemployment in the U.S. was at historic lows and during the second half of
2021, as the economy recovered, competition for workers in a number of industries became intense. When unemployment levels are low, finding
sufficient eligible candidates to meet employers’ demands is more challenging. Although unemployment has risen in some areas in
which Lyneer operates, talent shortages have persisted in a number of disciplines and jurisdictions. Any shortage of candidates could
materially adversely affect Lyneer’s business or financial condition.
Lyneer’s growth of operations could strain its resources
and cause its business to suffer.
While Lyneer plans to continue
growing its business organically through expansion, sales efforts, and strategic acquisitions, while maintaining tight controls on its
expenses and overhead, lean overhead functions combined with focused growth may place a strain on its management systems, infrastructure
and resources, resulting in internal control failures, missed opportunities, and staff attrition that could have a negative impact on
its business and results of operations.
Lyneer is dependent on its management personnel
and employees, and a failure to attract and retain such personnel could harm its business.
Lyneer is engaged in the
services business. As such, its success or failure is highly dependent upon the performance of its management personnel and employees,
rather than upon tangible assets (of which Lyneer has few). There can be no assurance that Lyneer will be able to attract and retain the
personnel that are essential to its success.
Lyneer’s results of operations can be negatively impacted
by variable costs.
Lyneer’s results of
operations can be negatively impacted by, among other things, changes in unemployment tax rates, changes in workers’ compensation
insurance rates and claims relating to audits, and write-offs of uncollectible customer receivables.
Lyneer’s expansion and acquisition strategy may not be
executed effectively.
Lyneer’s plan for strategic
growth is dependent upon finding suitable acquisition targets and executing upon the transactions in a viable manner. Lyneer has not reached
any definitive agreement with any acquisition targets, and Lyneer cannot assure you that it will consummate any acquisition on favorable
terms or at all.
General Risks Affecting Our Business.
We will continue to incur substantial costs
and obligations as a result of being a public company.
As a publicly-traded company,
we will continue to incur significant legal, accounting and other expenses that neither Atlantic nor Lyneer was required to incur in the
recent past. In addition, laws, regulations and standards relating to corporate governance and public disclosure for public companies,
including the rules and regulations of the SEC, have increased the costs and the time that must be devoted to compliance matters. We expect
that the amount of time and requirements to comply with these rules and regulations will continue to increase and that the legal and financial
costs that the combined company will incur will increase compared to the costs that we previously incurred and could lead to a diversion
of management time and attention from revenue-generating activities.
We may issue additional shares or other
equity securities without your approval, which would dilute your ownership interest in our company and may depress the market price of
our common stock.
We may issue additional shares
or other equity securities in the future in connection with, among other things, equity financings, future acquisitions, repayment of
outstanding indebtedness or grants without stockholder approval in a number of circumstances.
The issuance of additional
shares or other equity securities could have one or more of the following effects:
| ● | Our existing stockholders’ proportionate ownership interest will decrease; |
| ● | the amount of cash available per share, including for payment of dividends in the future, may decrease; |
| ● | the relative voting strength of each previously outstanding share may be diminished; and |
| ● | the market price of our shares may decline. |
Risks of our roll-up strategy.
Our roll-up strategy,
assumes, in part, we will be able to convince smaller firms that they can increase their profitability and market share through an
affiliation with us and the use of our infrastructure, systems and programs the strategy will be to purchase, or merge with, smaller
businesses in the staffing industry, thus decreasing certain operating inefficiencies and increasing economics of sale. Should these
assumptions be incorrect, our strategy is unlikely to succeed. We will depend upon the abilities of people who own the businesses we
acquire, or on the managers they employ. In addition, we must be able to attract and retain qualified personnel at all levels of
operations and maintain the same levels of quality control over our services as Lyneer currently offers its clients. Unless we are
able to manage such expanded operations in a manner consistent with Lyneer’s present practice, Lyneer’s operations may
be adversely affected. Although Atlantic’s senior management has extensive experience in managing acquired operations, there
can be no assurance that any acquired operations will be profitable. Thus, there can be no assurance that we will be successful in
our roll-up strategy, that such strategy will result in increased profits, or that we can obtain, on affordable terms, any
additional financing that might be necessary to affect our growth strategy.
Our strategy of growing our company through acquisitions may
impact our business in unexpected ways.
Our growth strategy involves
acquisitions that will help us expand our service offerings and diversify our geographic footprint. It is expected that we will continuously
evaluate acquisition opportunities. However, there can be no assurance that we will be able to identify acquisition targets that complement
our strategy and are available at valuation levels accretive to our business. Even if we are successful in acquiring additional entities,
our acquisitions may subject our business to risks that may impact our results of operations, including:
| ● | our inability to integrate acquired companies effectively and realize anticipated synergies and benefits
from the acquisitions; |
| ● | the diversion of management’s attention to the integration of the acquired businesses at the expense
of delivering results for the legacy business; |
| ● | our inability to appropriately scale critical resources to support the business of the expanded enterprise
and other unforeseen challenges of operating the acquired business as part of Lyneer’s operations; |
| ● | our inability to retain key employees of the acquired businesses and/or inability of such key employees
to be effective as part of Lyneer’s operations; |
| ● | the impact of liabilities of the acquired businesses undiscovered or underestimated as part of the acquisition
due diligence; |
| ● | our failure to realize anticipated growth opportunities from a combined business, because existing and
potential customers may be unwilling to consolidate their business with a single supplier or to stay with the acquirer post-acquisition; |
| ● | the impacts of cash on hand and debt incurred to finance acquisitions, thus reducing liquidity for other
significant strategic objectives; |
| ● | the internal controls over financial reporting, disclosure controls and procedures, corruption prevention
policies, human resources and other key policies and practices of the acquired companies may be inadequate or ineffective; |
| ● | as a public company, we are required to comply with the rules and regulations of the SEC and, as a substantially
larger company, we will require increased marketing, compliance, accounting and legal costs; and |
| ● | notwithstanding the fact that any future acquisitions may or may not continue to operate as independent
entities in their particular markets, keeping their own brand identity and management teams, we will, in all likelihood, require our lenders’
approval under existing loan covenants. |
The requirements of complying with the
Exchange Act and the Sarbanes-Oxley Act may strain our resources and distract management.
We are subject to the reporting
requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002.
The costs associated with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual,
quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective
disclosure controls and procedures and internal controls over financial reporting. Historically, we have maintained a small accounting
staff and use supplemental resources such as contractors and consultants to provide additional accounting and finance support. In order
to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant
additional resources and management oversight may be required. This effort may divert management’s attention from other business
concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition,
we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge.
Failure to properly hire, train and supervise the work of our accounting staff could lead to a material weakness in our control environment
and our internal controls, including internal controls over financial reporting.
Disruption of critical information technology
systems or material breaches in the security of our systems could harm our business, customer relations and financial condition.
Information technology (“IT”)
helps us to operate efficiently, interface with customers, maintain financial accuracy and efficiently and accurately produce our financial
statements. IT systems are used extensively in virtually all aspects of our business, including sales forecast, order fulfillment and
billing, customer service, logistics, and management of data. Our success depends, in part, on the continued and uninterrupted performance
of our IT systems. IT systems may be vulnerable to damage from a variety of sources, including telecommunications or network failures,
power loss, natural disasters, human acts, computer viruses, computer denial-of-service attacks, unauthorized access to customer or employee
data or company trade secrets, and other attempts to harm our systems. Certain of our systems are not redundant, and our disaster recovery
planning is not sufficient for every eventuality. Despite any precautions we may take, such problems could result in, among other consequences,
disruption of our operations, which could harm our reputation and financial results.
If we do not allocate and
effectively manage the resources necessary to build and sustain the proper IT infrastructure, we could be subject to transaction errors,
processing inefficiencies, loss of customers, business disruptions or loss of or damage to intellectual property through security breach.
If our data management systems do not effectively collect, store, process and report relevant data for the operation of our business,
whether due to equipment malfunction or constraints, software deficiencies or human error, our ability to effectively plan, forecast and
execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could
materially and adversely affect our reputation, financial condition, results of operations, cash flows and the timeliness with which we
report our internal and external operating results.
Security breaches and other disruptions
could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
In the ordinary course of
our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our
customers, suppliers and business partners, and personally identifiable information of our employees, on our networks. The secure processing,
maintenance and transmission of this information is critical to our operations. Despite our security measures, our IT infrastructure may
be vulnerable to attacks by hackers, computer viruses, malicious codes, unauthorized access attempts, and cyber- or phishing-attacks,
or breached due to employee error, malfeasance, faulty password management or other disruptions. Third parties may attempt to fraudulently
induce employees or other persons into disclosing usernames, passwords or other sensitive information, which may in turn be used to access
our IT systems, commit identity theft or carry out other unauthorized or illegal activities. Any such breach could compromise our networks
and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information
could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disruption of our
operations and damage to our reputation, which could divert our management’s attention from the operation of our business and materially
and adversely affect our business, revenues and competitive position. Moreover, we may need to increase our efforts to train our personnel
to detect and defend against cyber- or phishing-attacks, which are becoming more sophisticated and frequent, and we may need to implement
additional protective measures to reduce the risk of potential security breaches, which could cause us to incur significant additional
expenses.
Cybersecurity risks may impact our business
and improper disclosure or loss of sensitive or confidential company, employee, associate or customer data, including personal data could
damage our business operations.
Business operations today
are increasingly dependent upon digital technology. Threats to information technology systems associated with cybersecurity risks and
cyber incidents or attacks continue to grow, and include, among other things, storms and natural disasters, terrorist attacks, utility
outages, theft, viruses, phishing, malware, design defects, human error, and complications encountered as existing systems are maintained,
repaired, replaced, or upgraded. Associated with these threats are the potential damages that could occur from a breach, including governmental
investigation and fines. Our Business is increasingly dependent on information technologies and services. As part of our Business, we
store, process and transmit a large amount of data, including personnel and payment information, about our employees, customers, associates
and candidates, a portion of which is confidential and/or personally sensitive. We rely on our own technology and systems, and those of
third-party vendors we use for a variety of processes. We and our third-party vendors have established policies and procedures to help
protect the security and privacy of this information. No security program can offer a guarantee against all potential incidents. On an
increasing frequency, the Company and its third-party vendors experience security incidents that have resulted in unauthorized access
to the Company’s or its third-party vendors’ computer, technology and communications hardware and software systems. To date,
no such incidents have been determined to have had a material impact on the Company. The risks associated with cyber threats include,
among other things:
| ● | theft or misappropriation of funds; |
| ● | loss, corruption, or misappropriation of proprietary, confidential or personally identifiable information
(including customer and employee data); |
| ● | disruption or impairment of our and our business operations and safety procedures; |
| ● | damage to our reputation with our potential partners, clients, and the market; |
| ● | increased costs to prevent, respond to or mitigate cybersecurity events. |
Additionally, unauthorized
disclosure or loss of sensitive or confidential data may occur through a variety of methods. These include, but are not limited to, systems
failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by our
employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored
organizations, who may develop and deploy viruses, worms or other malicious software programs.
Such disclosure, loss or
breach could harm our reputation and subject us to government sanctions and liability under our contracts and laws that protect sensitive
or personal data and confidential information, resulting in increased costs or loss of revenues. Moreover, we have no control over the
information technology systems of third-party vendors and others with which our systems may connect and communicate. It is possible that
security controls over sensitive or confidential data and other practices we and our third-party vendors follow may not prevent the improper
access to, disclosure of, or loss of such information. Further, data privacy is subject to frequently changing rules and regulations,
which sometimes conflict among the various jurisdictions in which we provide services. Any failure or perceived failure to successfully
manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply
with changing regulatory requirements in this area, could result in legal liability or impairment to our reputation in the marketplace.
The Company has obtained
cybersecurity insurance coverage in the event we become subject to various cybersecurity attacks, however, we cannot ensure that it will
be sufficient to cover any particular losses we may experience as a result of such cyberattacks, including governmental actions. Cyber
incidents could have a material adverse effect on our business, financial condition and results of operations.
We are subject to certain U.S. and foreign
anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. We can face serious consequences
for violations.
Among other matters, U.S.
and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively
referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants,
consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly,
corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws
can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments,
breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials
and employees of government agencies or government-affiliated hospitals, universities, and other organizations.
Risks Related to Ownership of Our Common Stock
The market price of our common stock may
be highly volatile, and you could lose all or part of your investment.
The market price of our common
stock may be highly volatile. You may be unable to sell your shares of common stock at or above the offering price. The market prices
of our common stock could be subject to wide fluctuations in response to a variety of factors, which include:
| ● | actual or anticipated fluctuations in our financial condition and operating results; |
| ● | announcements of technological innovations by us or our competitors; |
| ● | announcements by our customers, partners or suppliers relating directly or indirectly to our products,
services or technologies; |
| ● | overall conditions in our industry and market; |
| ● | addition or loss of significant customers; |
| ● | change in laws or regulations applicable to our products; |
| ● | actual or anticipated changes in our growth rate relative to our competitors; |
| ● | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures,
capital commitments or achievement of significant milestones; |
| ● | additions or departures of key personnel; |
| ● | competition from existing products or new products that may emerge; |
| ● | fluctuations in the valuation of companies perceived by investors to be comparable to us; |
| ● | disputes or other developments related to proprietary rights, including patents, litigation matters or
our ability to obtain intellectual property protection for our technologies; |
| ● | announcement or expectation of additional financing efforts; |
| ● | sales of our common stock or warrants by us or our stockholders; |
| ● | stock price and volume fluctuations attributable to inconsistent trading volume levels of our shares; |
| ● | reports, guidance and ratings issued by securities or industry analysts; and |
| ● | general economic market conditions. |
If any of the forgoing occurs,
it could cause our common stock or trading volumes to decline. Stock markets in general and the over-the-counter market and the market
for companies in our industry in particular have experienced price and volume fluctuations that have affected and continue to affect the
market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating
performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions
such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market prices of our common
stock. You may not realize any return on your investment in us and may lose some or all of your investment.
The price of our common stock could be subject to rapid and substantial
volatility.
There have been instances
of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent public offerings, especially
among those with relatively smaller public floats. As a smaller-capitalization company with a small public float, we may experience greater
stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than larger-capitalization companies. In particular,
our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and asked prices.
Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition
or prospects, making it difficult for prospective investors to assess the rapidly changing value of our shares of common stock.
In addition, if the trading
volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common
stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in
price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or
may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions
may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their
investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to issue additional
shares of common stock or other of our securities and our ability to obtain additional financing in the future. There can be no assurance
that an active market in our common stock will be sustained. If an active market is not sustained, holders of our common stock may be
unable to readily sell the shares they hold or may not be able to sell their shares at all.
We may be subject to securities litigation, which is expensive
and could divert our management’s attention.
The market price of our securities
may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject
to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us
could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm
our business.
If our shares become subject to the penny
stock rules, it would become more difficult to trade our shares.
The SEC has adopted rules
that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with
a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain
automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided
by the exchange or system. If we fail to maintain a listing on the Nasdaq Stock Market, and, if the price of the common stock trades at
less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in
a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information.
In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules,
a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive
(i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to
transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have
difficulty selling their shares.
We are an “emerging growth company”
and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.
We are an “emerging
growth company,” as defined in the JOBS Act. We may remain an emerging growth company until as late as December 2026 (the fiscal
year-end following the fifth anniversary of the completion of our initial public offering), though we may cease to be an emerging growth
company earlier under certain circumstances, including (1) if the market value of our common stock that is held by non-affiliates exceeds
$700,000,000 as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (2)
if our gross revenue exceeds $1.235 billion in any fiscal year. Emerging growth companies may take advantage of certain exemptions from
various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in
our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and stockholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive
because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active
trading market for our common stock and our stock price may be more volatile.
In addition, Section 102
of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section
7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An
emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to
private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore,
we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.
Because we have elected to use the extended
transition period for complying with new or revised accounting standards for an emerging growth company our financial statements may not
be comparable to companies that comply with public company effective dates.
We have elected to use the
extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election
allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies
until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies
that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance
or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.
Anti-takeover provisions in our charter
documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may
prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.
Provisions in our certificate
of incorporation and bylaws, as amended and restated, may have the effect of delaying or preventing a change of control or changes in
our management. Our amended and restated certificate of incorporation and bylaws include provisions that:
| ● | authorize our board of directors to issue, without further action by the stockholders, up to 20,000,000
shares of undesignated preferred stock and up to 300,000,000 shares of authorized but unissued shares of common stock; |
| ● | require that any action to be taken by our stockholders be effected at a duly called annual or special
meeting and not by written consent; |
| ● | specify that special meetings of our stockholders can be called only by our board of directors, the Chairman
of the Board, the Chief Executive Officer or the President; |
| ● | establish an advance notice procedure for stockholder approvals to be brought before an annual meeting
of our stockholders, including proposed nominations of persons for election to our board of directors; |
| ● | provide that our directors may be removed only for cause; and |
| ● | provide that vacancies on our board of directors may be filled only by a majority of directors then in
office, even though less than a quorum. |
These provisions may frustrate
or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to
replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we
are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the
ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.
Our amended and restated certificate of
incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated
by our stockholders.
Our amended and restated
certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the
following types of actions or proceedings under Delaware statutory law or Delaware common law, subject to certain exceptions: (1) any
derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing
by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising
pursuant to provisions of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and
restated bylaws; or (4) any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision may limit
a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers,
employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who
do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not
reside in or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts,
including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments
or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find the choice of forum provision
contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition.
By agreeing to the exclusive forum provisions, investors will not be deemed to have waived our compliance obligations with any federal
securities laws or the rules and regulations thereunder.
We do not anticipate paying any cash dividends
on our common stock in the foreseeable future and, as a result, capital appreciation, if any, of our common stock will be your sole source
of gain for the foreseeable future.
We have never declared or
paid cash dividends on our common stock and we do not anticipate paying any cash dividends on our common stock in the foreseeable future.
We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition,
any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid
on our common stock. As a result, capital appreciation, if any, of our common stock offered hereby will be your sole source of gain for
the foreseeable future.
CAUTIONARY NOTE REGARDING
FORWARD-LOOKING STATEMENTS
This prospectus contains
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”),
Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the “safe harbor” provisions
of the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by the
words “may,” “might,” “will,” “could,” “would,” “should,” “expect,”
“intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,”
“predict,” “project,” “potential,” “continue” and “ongoing,” or the negative
of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements
contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown
risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially
from results expressed or implied in this Annual Report on Form 10-K. These forward-looking statements include, but are not limited to,
statements about:
| ● | our expectations regarding the market size and growth potential for our business; |
| ● | our ability to refinance our outstanding indebtedness in a timely manner to avoid a future default; |
| ● | the implementation of our strategic plans, including strategy for our business, acquisitions and related
financing; |
| ● | the ability of Lyneer and IDC to meet the terms and conditions of their joint and several debt obligations; |
| ● | our ability to maintain and establish future collaborations and strategic clients; |
| ● | the rate and degree of market acceptance of our services; |
| ● | our ability to meet the continued listing requirements of the Nasdaq Stock Market; |
| ● | our ability to generate sustained revenue or achieve profitability; |
| ● | the pricing and expected gross margin for our services; |
| ● | the expected benefits and synergies of the Merger; |
| ● | the expected financial condition, results of operations, earnings outlook and prospects of our Company,
Lyneer and the combined company, including any projections of sales, earnings, revenue, margins or other financial items; |
| ● | the ability of the new management team to execute our business plan; |
| ● | our business strategies and goals; |
| ● | any statements regarding the plans, strategies and objectives of management for future operations; |
| ● | any statements regarding future economic conditions or performance; |
| ● | all assumptions, expectations, predictions, intentions or beliefs about future events; |
| ● | changes in applicable laws, regulations or permits affecting our, Atlantic’s or Lyneer’s operations
or the industries in which each appears; |
| ● | general economic and geopolitical conditions; |
| ● | our competitive position; and |
| ● | our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for,
or ability to obtain, additional financing as necessary. |
The forward-looking statements
contained in this Annual Report on Form 10-K and the documents incorporated herein by reference are based on our current expectations
and beliefs concerning future developments and their potential effects on our business. There can be no assurance that future developments
affecting our business will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties
(some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from
those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors
described under Part I, Item 1A – Risk Factors of our Annual Report on Form 10-K and under similar headings in the documents
that are incorporated by reference herein. Moreover, we operate in a very competitive and rapidly changing environment.
New risks and uncertainties
emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the effect of all such risk
factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from
those contained in any forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of the
assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.
The forward-looking statements
made by us in our Annual Report on Form 10-K and the documents incorporated herein by reference speak only as of the date of such statement.
Except to the extent required under the federal securities laws and rules and regulations of the U.S. Securities and Exchange Commission
(the “SEC”), we disclaim any obligation to update any forward-looking statement to reflect events or circumstances after the
date on which the statement is made or to reflect the occurrence of unanticipated events. In light of these risks and uncertainties, there
is no assurance that the events or results suggested by the forward-looking statements will in fact occur, and you should not place undue
reliance on these forward-looking statements.
Although we undertake no
obligation to revise or update any forward-looking statements, whether as a result of new information, future events or otherwise, except
as required by law, you are advised to consult any additional disclosures we make in the documents that we file with the SEC.
USE OF PROCEEDS
We are not selling any securities
under this prospectus and will not receive any of the proceeds from the sale of Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The Shares offered by the
Selling Shareholders are those issued to the Selling Shareholders consisting of: 9,905,914 shares under the Merger Agreement and 20,000
issued in exchange for legal services. We are registering the Shares in order to permit the Selling Shareholders to offer the shares for
resale from time to time.
The table below lists the
Selling Shareholders’ information regarding the beneficial ownership of the shares of common stock. The second column lists the
number of shares of common stock beneficially owned by the Selling Shareholders, based on their ownership of the Shares, as of the date
of this prospectus. This prospectus generally covers the resale of the maximum number of Shares and reflects zero Shares owned after the
offering.
The Selling Shareholders
may sell all, some or none of its shares in this offering. See “Plan of Distribution.”
| Names and Address of Selling Shareholders | |
Number of
Shares of
Common
Stock
Beneficially
Owned Prior
to Offering | | |
Percentage of Common Stock Owned Prior
to Offering | | |
Maximum
Number of
Shares of
Common
Stock to be
Sold Pursuant
to this
Prospectus | | |
Number of
Shares of
Common
Stock Owned
After Offering | |
| Robert Machinist(1)(2) | |
| 728,814 | | |
| 1.2 | % | |
| 728,814 | | |
| -0- | |
| Jeffrey Jagid(1)(3) | |
| 3,735,169 | | |
| 6.1 | % | |
| 3,735,169 | * | |
| -0- | |
| Christopher Broderick(1)(4) | |
| 2,004,237 | | |
| 3.3 | % | |
| 2,004,237 | * | |
| -0- | |
| Michael Tenore(1)(5) | |
| 1,001,694 | | |
| 1.6 | % | |
| 1,001,694 | * | |
| -0- | |
| Andrew Bressman(1)(6) | |
| 2,436,000 | | |
| 4.0 | % | |
| 2,436,000 | | |
| -0- | |
Davidoff Hutcher & Citron LLP(7) 605 Third Avenue, 34th Floor New York, New York 10158 | |
| 20,000 | | |
| * | | |
| 20,000 | | |
| -0- | |
| TOTAL: | |
| 9,925,914 | | |
| | | |
| 9,925,914 | | |
| -0- | |
| (1) |
The address of this person is c/o the Company: 270 Sylvan Avenue, Suite 2230, Engelwood Cliffs, NJ 07632. |
| (2) |
Mr. Machinist is Vice Chairman of the Board of the Company. |
| (3) |
Mr. Jagid is Chief Executive Officer and a director of the Company. |
| (4) |
Mr. Broderick is Chief Financial Officer of the Company. |
| (5) |
Mr. Tenore is General Counsel and Secretary of the Company. |
| (6) |
Mr. Bressman is a Strategic Advisor to the Company. |
| (7) |
Davidoff Hutcher & Citron is Securities Counsel to the Company. |
DESCRIPTION OF THE SHARES TO BE REGISTERED
Authorized and Outstanding Capital Stock
The following description
sets forth certain general terms and provisions of the shares of Common Stock.
We have authorized 300,000,000
shares of capital stock, par value $0.00001 per share.
As of June 13, 2025, we had
61,650,546 shares of our common stock issued and outstanding, held by approximately 378 stockholders of record. The number of record holders
does not include beneficial owners of common stock whose shares are held in the names of various broker-dealers and registered clearing
agencies.
Common Stock
The holders of our Common
Stock are entitled to one vote per share. In addition, the holders of our Common Stock will be entitled to receive dividends ratably,
if any, are declared by our board of directors out of legally available funds; however, the current policy of our board of directors is
to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of our Common Stock are
entitled to share ratably in all assets that are legally available for distribution. The holders of our Common Stock have no preemptive,
subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our Common Stock are subject to, and
may be adversely affected by, the rights of the holders of any series of preferred stock, which may be designated solely by action of
our board of directors and issued in the future.
PLAN OF DISTRIBUTION
Our common stock is quoted
on the Nasdaq Global Market under the symbol “ATLN.” On July 2, 2025, the last reported sale price prior to the date of this
prospectus, of the common stock on the Nasdaq Global Market was $2.06. The Shares may be sold by each Selling Shareholder and any of their
pledgees, assignees and successors-in-interest may, from time to time, for any or all of their securities covered hereby on any stock
exchange, market or trading facility on which the securities are traded or in private transactions. These sales may be at fixed or negotiated
prices. The Selling Shareholders may use any one or more of the following methods when selling securities:
| |
● |
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| |
|
|
| |
● |
block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction; |
| |
● |
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| |
|
|
| |
● |
an exchange distribution in accordance with the rules of the applicable exchange; |
| |
|
|
| |
● |
privately negotiated transactions; |
| |
|
|
| |
● |
settlement of short sales; |
| |
|
|
| |
● |
in transactions through broker-dealers that agree with the Selling Shareholder to sell a specified number of such securities at a stipulated price per security; |
| |
|
|
| |
● |
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise; |
| |
|
|
| |
● |
a combination of any such methods of sale; or |
| |
|
|
| |
● |
any other method permitted pursuant to applicable law. |
The Selling Shareholders may also sell securities
under Rule 144 or any other exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”),
if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Shareholders
may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Shareholder
(or, if any broker-dealer acts as agent for the purchaser of securities, from the purchaser) in amounts to be negotiated, but, except
as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with FINRA Rule 2121; and in the case of a principal transaction a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the securities
or interests therein, the Selling Shareholders may enter into hedging transactions with broker-dealers or other financial institutions,
which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Shareholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities to broker-dealers
that in turn may sell these securities. The Selling Shareholders may also enter into option or other transactions with broker-dealers
or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other
financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution may
resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Shareholders and any broker-dealers
or agents that are involved in selling the securities may be deemed to be “underwriters” within the meaning of the Securities
Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit on the resale
of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The Selling Shareholders
have informed the Company that they do not have any written or oral agreement or understanding, directly or indirectly, with any person
to distribute the securities.
The Company is required to pay certain fees and
expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify the Selling Shareholders
against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus effective until
the earlier of (i) the date on which the securities may be resold by the Selling Shareholders without registration and without regard
to any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with the
current public information under Rule 144 under the Securities Act or any other rule of similar effect or (ii) all of the securities
have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect. The resale securities
will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in
certain states, the resale securities covered hereby may not be sold unless they have been registered or qualified for sale in the applicable
state or an exemption from the registration or qualification requirement is available and is complied with.
Under applicable rules and regulations under the
Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market making activities
with respect to the shares of common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement
of the distribution. In addition, the Selling Shareholders will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the shares of common stock by
the Selling Shareholders or any other person. We will make copies of this prospectus available to the Selling Shareholders and have informed
them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with
Rule 172 under the Securities Act).
SHARES ELIGIBLE FOR FUTURE SALE
As of June 13, 2025, we had 61,650,546 shares
of common stock outstanding. Of this amount 47,848,257 shares of common stock held by existing shareholders are deemed “restricted
securities” as that term is defined in Rule 144 and may not be resold except pursuant to an effective registration statement or
an applicable exemption from registration, including Rule 144. As of the date of this prospectus, approximately 30.9 million such shares
are currently eligible for sale, subject to the limitations of Rule 144.
Rule 144
In general, under Rule 144, a person who is not
our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our
share capital that such person has held for at least six months, including the holding period of any prior owner other than one of our
affiliates, without regard to volume limitations. Sales of our share capital by any such person would be subject to the availability of
current public information about us if the shares to be sold were held by such person for less than one year.
In addition, under Rule 144, a person may sell
shares of our share capital acquired from us immediately upon the completion of this offering, without regard to volume limitations or
the availability of public information about us, if:
| |
● |
the person is not our affiliate and has not been our affiliate at any time during the preceding three months; |
| |
|
|
| |
● |
and the person has beneficially owned the shares to be sold for at least six months, including the holding period of any prior owner other than one of our affiliates. |
Our affiliates who have beneficially owned shares
of our share capital for at least six months, including the holding period of any prior owner other than another of our affiliates, would
be entitled to sell within any three-month period those shares and any other shares they have acquired that are not restricted securities,
provided that the aggregate number of shares sold does not exceed the greater of:
| |
● |
1% of the number of shares of our authorized share capital then outstanding, which will equal approximately 583,754 shares of common stock as of the date of this prospectus; or |
| |
|
|
| |
● |
the average weekly trading volume in our shares of common stock if and when they are listed on a National Securities Exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale. |
Sales under Rule 144 by our affiliates are generally
subject to the availability of current public information about us, as well as certain “manner of sale” and notice requirements.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES.
Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing
provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is therefore unenforceable.
MATERIAL CHANGES
No material changes in the Company’s affairs
have occurred since December 31, 2024, which have not been described in a report on Form 10-Q or Form 8-K filed under the Exchange Act.
LEGAL MATTERS
The validity of the shares of common stock offered
by this prospectus will be passed upon for us by Davidoff Hutcher & Citron LLP (“DHC”), New York, New York.
DHC owns 20,000 shares of common stock which are registered for resale pursuant to the prospectus.
EXPERTS
The financial statements of Atlantic International Corp. and its subsidiaries as of and for the periods ended December 31, 2024 and 2023 incorporated by reference in this prospectus
have been audited by RBSM LLP, an independent registered public accounting firm as set forth in their report, and are incorporated in
reliance upon such report given on the authority of such firm as experts in accounting and auditing.
ATLANTIC INTERNATIONAL
CORP.
9,925,914 Shares of Common Stock
PROSPECTUS
The date of this Prospectus is July 3, 2025.
