M&A - ATLANTIC INTERNATIONAL CORP.

Form Type: SCHEDULE 13D

Filing Date: 2025-05-15

Corporate Action: Acquisition

Type: New

Accession Number: 000091228225000542

Filing Summary: On April 28, 2025, SPP Credit Advisors LLC exercised post-default remedies under a Loan Agreement with IDC Technologies, Inc., acquiring 21,983,926 shares of Atlantic International Corp. ("Atlantic") and a $35,000,000 Convertible Promissory Note. The shares were acquired through a Uniform Commercial Code sale for a credit bid of $1 plus the obligation to apply sale proceeds towards the loan. As of April 28, the total amount owed under the Loan Agreement was $47,063,404.46. SPP holds a 42% ownership stake in Atlantic based on 58,375,488 total shares outstanding. The Loan Agreement terms stipulate that in the event of a change in control, including a merger, the loans must be prepaid in full. The Loan Agreement is secured by the assets of the Borrowers, including shares of Atlantic. The Amended and Restated Convertible Promissory Note executed by Atlantic promises payment to IDC, with terms that restrict Atlantic's ability to pay dividends and change business structure without consent from IDC. According to the Lyneer Merger Note, Atlantic is also restricted from certain transactions unless prior written consent from IDC is obtained. The document outlines the financial structure of the loans, related agreements, and acquisition details concerning the Atlantic shares and Convertible Note. The filing includes the Joint Filing Agreement dated May 15, 2025, involving SPP and C. Todd Kumble.

Form Type: 10-Q

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000160588825000019

Filing Summary: On May 14, 2025, Atlantic International Corp. (formerly SeqLL, Inc.) filed its quarterly report, reflecting the completion of its merger with Lyneer Investments LLC. The Merger, finalized on June 18, 2024, involved SeqLL and Lyneer merging under the Atlantic structure, with significant implications for corporate structure and operations. The company reported a significant increase in net losses for Q1 2025 compared to Q1 2024, with losses totaling $10.74 million against $4.87 million the prior year. The ongoing trends in financial operations, including increased revenue from services and substantial interest expenses, raised concerns about the financial health post-merger. Key identity changes were noted, such as the corporate name change and stock trading symbol adjustment following the merger with Lyneer. The financial statements showed a total deficit in stockholders' equity, indicating ongoing challenges despite some operational growth efforts.

Form Type: 10-K

Filing Date: 2025-03-28

Corporate Action: Merger

Type: Update

Accession Number: 000160588825000006

Filing Summary: On June 18, 2024, Atlantic International Corp completed a merger transaction with SeqLL Merger LLC and several affiliated entities, effectively changing its corporate structure and name from SeqLL Inc. to Atlantic International Corp. This transition was facilitated through a series of agreements culminating in the merger. After the merger, Atlantic International Corp is now based in Englewood Cliffs, New Jersey, and operates its business primarily through its newly acquired subsidiary, Lyneer Investments LLC, which brings a wealth of experience and infrastructure in staffing and managed workforce solutions. The company now aims to redefine staffing solutions through a high-growth business model focused on industry consolidation in sectors like healthcare, legal, and financial services. Furthermore, Atlantic plans to leverage technology and performance improvements to scale its offerings and integrate new acquisitions effectively, along with tapping into high-demand workforce challenges. As of March 24, 2025, Atlantic had 62,415,686 shares of common stock outstanding, showcasing its transition to a publicly traded entity following the merger.

Form Type: S-4/A

Filing Date: 2025-01-24

Corporate Action: Merger

Type: Update

Accession Number: 000121390025006474

Filing Summary: Atlantic International Corp. is filing Amendment No. 2 to its registration statement on Form S-4, which includes the form of proxy card as Exhibit 99.1. The registration statement, which will become effective upon declaration by the SEC, is to offer shares in connection with a proposed merger with Staffing 360 Solutions, Inc. The filing details various agreements related to the merger, including the original Agreement and Plan of Merger dated November 1, 2024, and subsequent amendments. The effective date of the statement will occur as soon as practicable after SEC clearance.

Form Type: S-4/A

Filing Date: 2025-01-23

Corporate Action: Merger

Type: Update

Accession Number: 000121390025006032

Filing Summary: Atlantic International Corp. has filed Amendment No. 1 to its Registration Statement on Form S-4 with the SEC regarding its proposed merger with Staffing 360 Solutions, Inc. The merger agreement, originally established on November 1, 2024, entails Atlantic International’s wholly-owned subsidiary, A36 Merger Sub, Inc., merging with and into Staffing 360, which will remain as a subsidiary of Atlantic International post-merger. Each share of Staffing 360 common stock and preferred stock will convert into shares of Atlantic International common stock at defined exchange ratios (1.202 for common stock, 0.25 for Series H Preferred Stock, and 1.00 for Series I Preferred Stock). The special meeting for Staffing 360 shareholders is set for February 3, 2025, for voting on the merger agreement proposals. Approval of the merger requires a majority vote from the shareholders present at the meeting, and their participation is emphasized as crucial since their holdings will determine the outcome.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-16

Corporate Action: Merger

Type: New

Accession Number: 000121390025004063

Filing Summary: Andrew Bressman, a Strategic Advisor to Atlantic International Corp., filed this Schedule 13D on January 16, 2025. Bressman is associated with a Consulting Agreement with SAB Management LLC and has been involved with the Issuer's business operations. The document outlines that a Merger Agreement, effective June 4, 2024, led to IDC Lyneer Investments, LLC becoming a wholly-owned subsidiary of Atlantic International Corp. As a result of this merger, Bressman received 2,436,000 shares of common stock and exercised restricted stock units (RSUs) for an additional 3,570,272 shares on November 21, 2024. Currently, Bressman holds 5,946,272 shares, representing 9.6% of the outstanding shares based on data from January 7, 2025. He retains voting and disposing rights over these shares and has no present plans related to actions specified in Schedule 13D clauses (a) through (j). A reference to the Amended and Restated Merger Agreement and its related amendments is included in the filing.

Form Type: 8-K

Filing Date: 2025-01-13

Corporate Action: Merger

Type: Update

Accession Number: 000121390025003018

Filing Summary: On January 7, 2024, Atlantic International Corp. entered into a First Amendment to the Agreement and Plan of Merger with Staffing 360 Solutions Inc. The Amendment eliminates dissenters' rights due to the share-for-share exchange structure and removes cash considerations from the Merger Agreement. Key changes include a revision of 'Merger Consideration' to facilitate the conversion of STAF's Preferred Shares into Atlantic's Common Stock, conversion of debts to Jackson Investment Group into Preferred Stock, and an increase in the number of Atlantic's Common Stock shares to 57,338,135. The exclusivity period for the Merger has been deleted, and the Termination Date fee extended to March 31, 2025. The Exchange Ratio definition for STAF has also been expanded.

Form Type: SCHEDULE 13D

Filing Date: 2025-01-13

Corporate Action: Merger

Type: New

Accession Number: 000121390025002934

Filing Summary: On January 13, 2025, Atlantic International Corp. filed a Schedule 13D indicating that Jeffrey Jagid holds 6,621,025 shares of common stock, representing 10.6% of the company's outstanding shares as of January 7, 2025. This filing shows that Mr. Jagid's shareholding is derived from an Executive Employment Agreement dated June 18, 2024, under which he received 3,735,169 shares following the merger with SeqLL Inc., which subsequently changed its name to Atlantic International Corp. Additionally, on January 2, 2025, he was awarded and exercised restricted stock units (RSUs) to purchase 2,885,856 shares of common stock. The document confirms that there are no criminal or civil proceedings to disclose against Mr. Jagid and that he has sole voting and disposition power over the reported shares. The filing emphasizes that there are no current plans or proposals that could lead to significant matters affecting the company.