[SCHEDULE 13D/A] Atlantic International Corp. SEC Filing

Rhea-AI Filing Summary

Andrew Bressman, a Strategic Advisor to Atlantic International Corp. (ATLN), reports beneficial ownership of 6,503,971 shares, representing 11.1% of the company based on 58,375,488 shares outstanding as of August 11, 2025. His holdings arise from consideration under a June 4, 2024 merger agreement and a Consulting Agreement with SAB Management LLC: 2,436,000 shares issued in connection with the merger, 3,484,571 shares from RSUs exercised, and a board award of 1,000,000 shares on August 11, 2025. Mr. Bressman assigned 417,000 shares to his adult children and others as gifts and disclaimed beneficial ownership of those shares. He has sole voting and dispositive power over the reported shares and states he has no current plans to effect transactions or actions described in Item 4 of Schedule 13D.

Positive

• 11.1% beneficial ownership (6,503,971 shares) signals meaningful alignment with shareholders
• Securities received as compensation and merger consideration (2,436,000 merger shares; 3,484,571 RSU shares exercised; 1,000,000 board award)
• Sole voting and dispositive power over the reported shares provides clear, direct voting influence
• Transparent disclosure of gifts (417,000 shares assigned to family) and origin of holdings

Negative

• None.

Insights

Financial Analyst

TL;DR Significant insider equity stake from merger and compensation gives the adviser material economic alignment with shareholders.

The reported 11.1% stake is sizable for an individual reporting person and results primarily from merger consideration and exercised RSUs rather than open-market purchases, which may limit immediate liquidity-driven pressure on the float. The filing clarifies sole voting and dispositive control over 6.5 million shares, indicating direct influence on shareholder votes. The assignment of 417,000 shares as gifts modestly reduces his percentage ownership. No planned transactions or conditioning actions are disclosed, which suggests the holding is currently strategic/compensatory rather than activist in intent.

Corporate Governance Expert

TL;DR Insider shares granted via merger and board award increase insider representation but filing shows no governance proposals planned.

The Schedule 13D discloses equity granted under the Merger Agreement, Consulting Agreement, and a subsequent board award, aligning the advisor with management and the acquiror interests. Sole voting power over the reported shares means Mr. Bressman can influence corporate votes, yet Item 4 explicitly reports no present plan to pursue actions enumerated under Schedule 13D, indicating no announced push for governance changes. The gift and disclaimer of 417,000 shares to family reduces his beneficial percentage slightly and is disclosed transparently.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

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.
605 Third Avenue,
New York, NY, 10158
212-557-7200

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)

08/11/2025

(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 6,503,971.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 6,503,971.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

6,503,971.00

12

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

13

Percent of class represented by amount in Row (11)

11.1 %

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
	Pursuant to an Amended and Restated Agreement and Plan of Reorganization by and among the Issuer, IDC Technologies, Inc., Lyneer Investments, LLC ("Lyneer"), and certain other parties as set forth therein, dated as of June 4, 2024, as amended (the "Merger Agreement"), Lyneer became a wholly-owned subsidiary of the Issuer on June 18, 2024. In accordance with the terms of the Merger Agreement, the Issuer entered into a Consulting Agreement with SAB Management LLC, of which Mr. Bressman is Manager (the "Consulting Agreement") to retain Mr. Bressman's services as Strategic Advisor. Mr. Bressman received 2,436,000 shares of common stock pursuant to the terms of the Merger Agreement. He was also awarded on November 21, 2024, under his Consulting Agreement restricted stock units ("RSUs") to purchase 3,484,571 shares of common stock which RSUs he exercised. On August 11, 2025, the Board of Directors of the Issuer, awarded 1,000,000 shares of Common Stock to Mr. Bressman upon the review of the equity compensation within one year of the June 18, 2024 closing date of the acquisition of Lyneer. Mr. Bressman assigned 417,000 to his adult children and others, as gifts and disclaimed any beneficial ownership of these 417,000 shares.
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)	6,503,971 shares (11.1%) based on 58,375,488 shares issued and outstanding as of August 11, 2025.
(b)	Mr. Bressman, has the power to vote and dispose of all his shares of Common Stock.
(c)	On August 11, 2025, 583,000 shares 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:	09/03/2025

FAQ

How many ATLN shares does Andrew Bressman beneficially own?

The filing reports 6,503,971 shares, representing 11.1% of ATLN based on 58,375,488 outstanding shares as of August 11, 2025.

How were Mr. Bressman's ATLN shares acquired?

Shares were issued under the Merger Agreement and Consulting Agreement: 2,436,000 from the merger, 3,484,571 from RSUs exercised, and a 1,000,000 board award on August 11, 2025.

Does Mr. Bressman have voting control over his shares?

Yes. The filing states he has sole voting and sole dispositive power over the reported shares.

Did Mr. Bressman transfer any shares to others?

Yes. He assigned 417,000 shares to his adult children and others as gifts and disclaimed beneficial ownership of those shares.

Does Mr. Bressman plan to take any corporate actions or proposals?

The filing states he does not have a present plan or proposal