CIRCLE8 GROUP INC SEC Filings

Atlantic International Corp. reported record first quarter 2026 revenue of approximately $249.9 million, up 143% from $102.8 million a year earlier, driven by its Circle8 Group acquisition and expanded transatlantic workforce platform.

Gross profit rose to about $21.4 million, and combined operations now exceed $1.1 billion in annualized revenue across North America and Europe. Circle8’s Seven Stars B.V. unit won a four-year Dutch Vehicle Authority framework agreement with a minimum value of roughly $52 million, adding to a recently announced public sector award estimated at about $380 million, for aggregate public sector wins above $430 million.

Nasdaq confirmed the company has regained compliance with Listing Rule 5250(c)(1) following the timely filing of its Form 10-Q for the quarter ended March 31, 2026, closing the matter and leaving Atlantic current with its Nasdaq reporting obligations.

Atlantic International Corp reported strong top-line growth but a wider loss for the quarter ended March 31, 2026. Service revenue reached $249,886,893, up from $102,808,807 a year earlier, driven largely by the consolidation of the newly acquired Circle8 European IT staffing business.

The company posted a net loss of $30,746,125 attributable to Atlantic versus $10,744,185 in the prior-year quarter, with higher selling, general and administrative costs and interest expense. Operating cash flow was negative $9,886,791, although period-end cash and cash equivalents increased to $24,099,529 helped by acquisition-related financing.

Total assets rose to $981,048,790, including $448,745,779 of goodwill and $191,833,745 of intangible assets, mainly from the Circle8 acquisition, while total liabilities climbed to $926,307,181. Management disclosed that, considering debt levels, covenant factors and liquidity forecasts, it has concluded there is substantial doubt about the company’s ability to continue as a going concern for at least one year from the financial statement issuance date.

Atlantic International Corp filed a Form 12b-25 notification stating it will be late filing its Form 10-Q for the period ended March 31, 2026 because it is still gathering information from its recently acquired subsidiary, Circle8 BV. The notification was signed by CEO Jeffrey Jagid on May 18, 2026.

Atlantic International Corp. entered into a financing with an institutional investor, raising gross proceeds of $5,600,000 through a private placement of a new Series B 5% Convertible Preferred Stock and related warrants. Net proceeds were $5,565,000, which the company plans to use for working capital and general corporate purposes.

The company issued 5,600 shares of Series B 5% Convertible Preferred Stock, each with a stated value of $1,070 reflecting a 6.5% original issue discount, and warrants to purchase an additional 5,600 preferred shares at an exercise price of $1,000 per share. The preferred shares are convertible into common stock at an initial price of $4.38 per share, fixed for 30 days after closing and adjustable under the certificate of designations. The preferred stock ranks senior to common stock for dividends, redemption and liquidation. The company may redeem the preferred at 110% of its value starting 30 business days after closing, while the investor can still convert before redemption is paid.

Atlantic International Corp. is registering up to 12,516,070 shares of Common Stock for resale by a selling stockholder. These 12,516,070 shares were issued on January 23, 2026 as part of the consideration for Atlantic's acquisition of Circle8 Group B.V.

The prospectus states the resale registration covers shares issued to Guus Franke (through Axiom) and that the Company will not receive proceeds from secondary sales. The registration permits the selling stockholder to sell shares from time to time after effectiveness in market or private transactions, subject to Section 16(b) limitations and any prospectus supplements.

Atlantic International Corp. director David Pfeffer exercised previously granted Restricted Stock Units, converting 161,290 RSUs into the same number of shares of common stock on a one-for-one basis. The RSUs were valued at $2.97 per share based on the February 27, 2026 closing price, and Pfeffer held 162,820 common shares directly after the transaction. No shares were sold in connection with this Form 4; it reflects a compensation-related conversion rather than an open-market trade.

Guus Paul Wilhelm Franke filed a Schedule 13D reporting beneficial ownership of 12,516,070 shares of Atlantic International Corp. common stock, or 16.66% of the company after a recent acquisition. Atlantic acquired 100% of Circle8 Group B.V. from Axiom Partners GmbH, and in return issued Franke shares equal to 19.99% of outstanding stock at the January 23, 2026 closing.

As part of the deal, Atlantic issued Axiom a $161,961,751.20 convertible note, exchangeable into 53,291,744 shares of common stock, with a maturity date tied to stockholder approval or 12 months from issuance. Franke was appointed to Atlantic’s board as Executive Chairman with an employment and board service agreement that includes stock options and performance-based equity incentives.

Voting agreements with multiple stockholders representing 28.71% and 14.61% of the adjusted share base commit support for issuing conversion and contingent shares and for completing the acquisition-related transactions.