Adviser boosts Atlantic International (ATLN) stake to 11.9% ownership

Rhea-AI Filing Summary

Atlantic International Corp. disclosed that strategic adviser Andrew Bressman has filed an amended Schedule 13D reporting beneficial ownership of 7,003,971 shares of common stock, representing 11.9% of the company’s outstanding shares as of January 5, 2026. He has sole voting and dispositive power over all of these shares.

The filing notes that Bressman received 500,000 restricted stock units (RSUs) on January 5, 2026 under a consulting agreement, and that these RSUs are exercisable on the grant date. The stake is held in connection with a merger agreement and his consulting role, and he states that he does not currently have plans for major corporate actions such as mergers, asset sales, or changes in control. The filing also states there are no other contracts or arrangements regarding the issuer’s securities.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ATLANTIC INTERNATIONAL CORP.

(Name of Issuer)

Common Stock, Par Value $0.00001 per share

(Title of Class of Securities)

048592109

(CUSIP Number)

Elliot H. Lutzker, Esq.
Davidoff Hutcher & Citron LLP, 605 Third Avenue
New York, NY, 10158
212-557-7200

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

01/05/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 048592109

1

Name of reporting person

Andrew Bressman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 7,003,971.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 7,003,971.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

7,003,971.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

11.9 %

14

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock, Par Value $0.00001 per share
(b)	Name of Issuer: ATLANTIC INTERNATIONAL CORP.
(c)	Address of Issuer's Principal Executive Offices: 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NEW JERSEY , 07632.
Item 2.	Identity and Background
(a)	This Schedule 13D is being filed by Andrew Bressman ("Mr. Bressman"), a Strategic Advisor to the Issuer (the "Reporting Person").
(b)	The Reporting Person's business and office address is c/o the Issuer, 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NJ 07632.
(c)	Mr. Bressman's principal business is to serve as Strategic Adviser to the Issuer, under a Consulting Agreement dated June 18, 2024, with SAB Management LLC of which Mr. Bressman is Manager.
(d)	During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	Mr. Bressman is a citizen of the United States.
Item 3.	Source and Amount of Funds or Other Consideration
	On January 5, 2026, Mr. Bressman, under the terms of the aforementioned Consulting Agreement, was awarded restricted stock ("RSUs") to purchase 500,000 shares of Common Stock which RSUs are exercisable on the date of grant of such RSUs.
Item 4.	Purpose of Transaction
	The Reporting Person received the securities referred to on Item 3 above in consideration of the Merger Agreement and his Consulting Agreement. The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934.
Item 5.	Interest in Securities of the Issuer
(a)	7,003,971 shares (11.9%) based on 58,525,488 shares issued and outstanding as of January 5, 2026.
(b)	Mr. Bressman, has the power to vote and dispose of all his shares of Common Stock.
(c)	On January 5, 2026, 500,000 RSUs were issued to Mr. Bressman as described under Item 3 above.
(d)	No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None
Item 7.	Material to be Filed as Exhibits.
	None

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Andrew Bressman

Signature:	/s/ Andrew Bressman
Name/Title:	Andrew Bressman
Date:	01/07/2026

FAQ

What does Atlantic International (ATLN) disclose in this Schedule 13D/A?

The filing reports that strategic adviser Andrew Bressman beneficially owns 7,003,971 shares of Atlantic International common stock, equal to 11.9% of the outstanding shares as of January 5, 2026, and details how this ownership arose, including a new restricted stock unit grant.

How many Atlantic International (ATLN) shares does Andrew Bressman beneficially own?

Andrew Bressman beneficially owns 7,003,971 shares of Atlantic International common stock, with sole voting and dispositive power over all of these shares.

What percentage of Atlantic International’s common stock is held by Andrew Bressman?

The filing states that Andrew Bressman’s 7,003,971 shares represent 11.9% of Atlantic International’s common stock, based on 58,525,488 shares issued and outstanding as of January 5, 2026.

What new equity award did Andrew Bressman receive from Atlantic International (ATLN)?

On January 5, 2026, Andrew Bressman was awarded 500,000 restricted stock units (RSUs) tied to Atlantic International common stock under a consulting agreement, and the filing states these RSUs are exercisable on the date of grant.

Why did Andrew Bressman receive securities from Atlantic International?

The filing explains that Bressman received the securities referenced in Item 3 as consideration related to a Merger Agreement and his Consulting Agreement under which he serves as a strategic adviser to Atlantic International.

Does Andrew Bressman plan to change control or strategy at Atlantic International?

The filing states that Andrew Bressman does not have a present plan or proposal that would result in any of the major corporate actions listed in Item 4 of the Securities Exchange Act, such as mergers, asset sales, or changes in control.

Are there other contracts or arrangements involving Bressman and Atlantic International securities?

Under Item 6, the filing states there are no contracts, arrangements, understandings or relationships with respect to Atlantic International securities other than those described, and no person has rights to dividends or sale proceeds from these shares.