Revenue and Profit - Service revenue for Q3 2025 was $110,127,203, an increase of $2,323,360 or 2.2% compared to Q3 2024, primarily driven by a 1.9% increase in temporary placement services[166] - Gross profit for Q3 2025 was $12,401,976, reflecting a 4.3% increase from $11,885,470 in Q3 2024, with a gross profit margin of 11.3%[168] - For the nine months ended September 30, 2025, service revenue was $315,833,003, a slight increase of $2,769,675 or 0.9% compared to the same period in 2024[167] - Gross profit for the nine months ended September 30, 2025 was $35,006,792, an increase of 3.4% from $33,840,498 in 2024, with a gross profit margin of 11.1%[169] Expenses - Selling, general and administrative expenses for Q3 2025 were $19,888,692, up 16.0% from $17,151,567 in Q3 2024, attributed mainly to stock compensation expenses[171] - Total operating expenses for Q3 2025 were $21,118,999, compared to $18,397,124 in Q3 2024, reflecting an increase driven by higher selling, general and administrative costs[170] - Selling, general and administrative expenses for the nine months ended September 30, 2025 increased by $12,112,952, or 26.3%, to $58,158,706 compared to $46,045,754 in the same period of 2024[172] - Selling, general and administrative costs as a percentage of service revenue increased to 18.4% for the nine months ended September 30, 2025, up from 14.7% in the same period of 2024[172] Net Loss and Operations - Net loss for Q3 2025 was $10,820,344, a 53.5% increase from $7,049,629 in Q3 2024, with net loss per share increasing to $0.20 from $0.16[165] - The company reported a loss from operations of $8,717,023 for Q3 2025, a 33.9% increase from $6,511,654 in Q3 2024[165] Interest Expense - Interest expense for Q3 2025 was $2,094,177, a significant increase of 42.2% from $1,472,564 in Q3 2024[165] - Interest expense for the three months ended September 30, 2025 was $2,094,177, an increase of $621,613, or 42.2%, compared to $1,472,564 in the same period of 2024[177] - Interest expense for the nine months ended September 30, 2025 decreased by $5,091,859, or 48.5%, to $5,402,959 from $10,494,818 in the same period of 2024[178] - Total interest expense for the three months ended September 30, 2025, was $2,094,177, compared to $1,472,564 for the same period in 2024[218] Cash Flow - Net cash provided by operating activities for the nine months ended September 30, 2025 was $3,782,051, compared to a net cash used of $(5,558,718) in the same period of 2024[191] - Cash used in investing activities for the nine months ended September 30, 2025 was $(44,495), a decrease compared to $(50,372) in the same period of 2024[193] - Cash used in financing activities for the nine months ended September 30, 2025 was $(4,332,826), compared to cash provided of $5,653,923 in the same period of 2024[191] Debt and Liabilities - The Company entered into a new revolving credit facility on April 29, 2025, replacing the previous Revolver with a maturity date of April 29, 2028[188] - As of September 30, 2025, the Company recorded a liability of $38,363,904, with total available borrowing capacity on the Revolver at $342,712[198] - The Term Note, amounting to $30,300,000, matures on February 28, 2026, and initially bore interest at 14% per annum[199] - The Company missed principal and interest payments on the Seller Notes and Earnout Notes during 2023 and the first half of 2024, leading to a default situation[208] - The Company closed on a new ABL credit facility on April 29, 2025, replacing the previous Revolver, with an increased borrowing capacity of up to $70 million[219] - As of September 30, 2025, total committed resources available were $426,118, compared to a negative $620,787 as of December 31, 2024[219] Tax and Advisory Fees - The provision for income taxes for the nine months ended September 30, 2025 was $(28,379), compared to a benefit of $19,732,646 in the same period of 2024[182] - Advisory fees incurred in connection with the Merger for the nine months ended September 30, 2024 amounted to $43,000,000[176] Revenue Recognition - The Company recognizes revenue from temporary placement services when services are rendered, with invoicing occurring concurrently with payroll, and payment terms generally being 30 days[233] - Permanent placement revenue is recognized when candidates accept offers and begin work, with a 30-day guarantee period for replacements if necessary[236] Intangible Assets - As of September 30, 2025, the Company's identifiable intangible assets consisted of customer relationships and tradenames, amortized over their estimated useful lives[238] - The Company has not recognized any impairments on its intangible assets for the nine months ended September 30, 2025, and the year ended December 31, 2024[240] - The Company assesses deferred tax assets quarterly, establishing a valuation allowance when it is "more likely than not" that some portion will not be realized[243] Related Party Transactions - As of September 30, 2025, total amounts receivable from IDC, including taxes payable, amounted to $7,417,863, while total amounts payable to IDC were $2,091,035 as of December 31, 2024[226] - The Company recorded a liability payable to IDC for taxes attributable to its operations, amounting to $548,432 as of both September 30, 2025 and December 31, 2024[225] - During the nine months ended September 30, 2024, the Company recognized $402,500 as an expense paid by IDC, recorded as a deemed capital contribution, all related to interest[227] - The Company entered into a $35,000,000 Merger Note with IDC on June 18, 2024, and issued 25,423,729 shares of common stock to IDC at a market value of $2.36 per share, totaling $60,000,000[228] Off-Balance Sheet Arrangements - The Company has not entered into any off-balance sheet arrangements and does not hold any variable interest entities[229]

Financial Performance - Service revenue for Q2 2025 was $102,896,993, a decrease of $1,739,280 or 1.7% compared to Q2 2024's $104,636,273, primarily due to lower temporary placement services revenue [158]. - Gross profit for Q2 2025 was $11,418,694, a decrease of $70,952 or 0.6% from Q2 2024's $11,489,646, with a gross profit margin of 11.1% [160]. - Net loss for Q2 2025 was $10,718,169, a significant reduction of $44,193,550 or 80.5% compared to a net loss of $54,911,719 in Q2 2024 [157]. - For the six months ended June 30, 2025, service revenue was $205,705,800, an increase of $446,315 or 0.2% compared to $205,259,485 in the same period of 2024 [159]. - Gross profit for the six months ended June 30, 2025 was $22,604,816, an increase of $649,788 or 3.0% from $21,955,028 in 2024, with a gross profit margin of 11.0% [161]. - The company reported a net loss of $21,462,354 for the six months ended June 30, 2025, a decrease of $38,316,209 or 64.1% from a net loss of $59,778,563 in 2024 [157]. Revenue Breakdown - Temporary placement services revenue for Q2 2025 was $102,033,461, down $1,864,205 or 1.8% from $103,897,666 in Q2 2024, reflecting slower customer demand [158]. - Permanent placement and other services revenue increased by $124,925 or 16.9% in Q2 2025, driven by strong demand from current clients [158]. Expenses - Selling, general and administrative expenses for Q2 2025 increased by $317,385 or 1.7% to $18,870,535, attributed to stock compensation and merger-related expenses [163]. - Selling, general and administrative expenses for the six months ended June 30, 2025 increased by $9,375,827, or 32.4%, to $38,270,014 compared to $28,894,187 in the same period of 2024, representing 18.6% of service revenue, net [164]. - Depreciation and amortization expense for the six months ended June 30, 2025 decreased by $39,469, or 1.6%, to $2,469,139 from $2,508,608 in 2024 [166]. - Interest expense for the six months ended June 30, 2025 decreased by $5,713,472, or 63.3%, to $3,308,782 compared to $9,022,254 in the same period of 2024 [170]. Cash Flow - Net cash provided by operating activities for the six months ended June 30, 2025 was $5,037,229, an increase from $(4,217,266) in 2024 [179]. - Cash used in investing activities for the six months ended June 30, 2025 was $(30,073), a decrease from $(35,306) in 2024 [181]. - Cash used in financing activities for the six months ended June 30, 2025 increased to $(5,311,087) compared to $3,339,123 in 2024 [182]. Debt and Financing - The Company entered into a new revolving credit facility on April 29, 2025, with a maturity date of April 29, 2028, replacing the previous Revolver [175]. - The Term Note, amounting to $30,300,000, matures on February 28, 2026, and initially bore interest at 14% per annum [187]. - The Seller Notes issued to former owners total $15,750,000, with quarterly installments of $1,575,000 due [190]. - The Company missed principal and interest payments on the Seller Notes and Earnout Notes during 2023 and the first half of 2024, leading to a default situation [196]. - The Credit Agreement entered on June 18, 2024, is a secured bridge loan of $1,950,000 at an interest rate of 5% per annum, with an extended maturity date to June 18, 2026 [198][199]. - The Merger Note issued to IDC amounts to $35,000,000, originally maturing on September 30, 2024, and is now extended to March 31, 2027, contingent on a $40 million capital raise [201][203]. Tax and Valuation - The provision for income taxes for the six months ended June 30, 2025 was $(19,235), compared to $18,512,574 in 2024, primarily due to a valuation allowance on deferred tax assets [173]. - The Company assesses the likelihood of realizing deferred tax assets quarterly, establishing a valuation allowance when it is more likely than not that some portion will not be realized [230]. Assets and Liabilities - As of June 30, 2025, the total available borrowing capacity on the Revolver was $7,832,330, with a liability recorded of $37,385,643 [186][206]. - The Company has a total committed liquidity resource of $8,207,075 as of June 30, 2025, compared to a negative $620,787 as of December 31, 2024 [206]. - The Company recorded a liability of $548,432 payable to IDC for taxes attributable to its operations as of June 30, 2025 [212]. - Total amounts receivable from IDC amounted to $6,067,963 as of June 30, 2025, with no formalized repayment terms [213]. Intangible Assets - As of June 30, 2025, the Company's identifiable intangible assets included customer relationships and tradenames, amortized over their estimated useful lives [225]. - No impairments were recognized on the Company's intangible assets for the six months ended June 30, 2025, and the year ended December 31, 2024 [227].

Financial Performance - Service revenue for Q1 2025 was $102.81 million, an increase of $2.19 million or 2.2% compared to $100.62 million in Q1 2024, primarily driven by a strong sales initiative in temporary placement services [159]. - Gross profit for Q1 2025 was $11.19 million, reflecting a $720,740 increase or 6.9% from $10.47 million in Q1 2024, with a gross profit margin of 10.9% [161]. - The net loss for Q1 2025 was $10.74 million, compared to a net loss of $4.87 million in Q1 2024, marking an increase in loss of $5.88 million [158]. - Selling, general and administrative expenses surged to $19.40 million in Q1 2025, an increase of $9.06 million or 87.6% from $10.34 million in Q1 2024, largely due to stock compensation and merger-related costs [163]. Cash Flow and Liquidity - For the three months ended March 31, 2025, net cash provided by operating activities was $14,568,690, an increase of 30.8% compared to $11,234,774 for the same period in 2024 [173]. - Atlantic's liquidity is primarily supported by cash generated from operations and borrowings under its revolving credit agreement, with a focus on meeting working capital needs for the next 12 months [169]. - The total balance on the Revolver as of March 31, 2025, was $40,793,199, down from $53,983,962 as of December 31, 2024, indicating a reduction of approximately 24.4% [177]. - The Company recorded a liability of $28,739,104 on the Revolver as of March 31, 2025, compared to $42,508,379 as of December 31, 2024, reflecting a decrease of 32.5% [177]. - Cash used in financing activities for the three months ended March 31, 2025, was $13,769,275, an increase from $11,599,192 in the same period of 2024 [173]. Debt and Financing - Interest expense decreased significantly by $3.74 million or 74.4%, from $5.02 million in Q1 2024 to $1.28 million in Q1 2025, attributed to the deconsolidation of joint debt obligations [165]. - Total interest expense for the three months ended March 31, 2025, was $1,284,822, a decrease from $5,022,230 in the same period of 2024 [199]. - Total cash paid for interest for the three months ended March 31, 2025, was $1,458,889, down from $2,306,490 in 2024 [199]. - The Term Note, originally for $30,300,000, matures on February 28, 2026, with no scheduled principal payments prior to maturity [180]. - The Merger Note, issued for $35,000,000, has been extended to March 31, 2027, and does not bear interest unless an event of default occurs [195][197]. - The Company has not made principal and interest payments due on the Seller Notes and Earnout Notes during 2023 or the first six months of 2024, resulting in defaults [190][191]. - The Seller Notes, totaling $15,750,000, require quarterly installments of $1,575,000, with $3,150,000 due at amended maturity dates of April 30, 2024 [186]. - The Company expects to refinance or satisfy joint and several indebtedness, with the Merger Note's maturity extended to March 31, 2027 [172][196]. Tax and Deferred Assets - The company reported a valuation allowance on deferred tax assets, resulting in an income tax expense of $(9,617) for Q1 2025, compared to a benefit of $1.29 million in Q1 2024 [167]. - The company assesses deferred tax assets quarterly, establishing a valuation allowance when it is more likely than not that some portion will not be realized [223]. Company Operations and Strategy - Atlantic's management believes it has established a strong reputation as a premier workforce solutions partner in the U.S. staffing industry, with over 100 locations nationwide [153]. - The company closed on a new ABL lender on April 29, 2025, converting its existing Revolver into a term loan with a maturity date of April 29, 2028 [170]. - The company closed on a new ABL lender credit facility on April 29, 2025, with an increased borrowing capacity of up to $70 million [200]. - The company has not entered into any off-balance sheet arrangements and does not have holdings in variable interest entities [209]. - The company’s identifiable intangible assets as of March 31, 2025, included customer relationships and tradenames, with no impairments recognized during the period [218][220]. Other Financial Metrics - The weighted average shares outstanding increased from 25.42 million in Q1 2024 to 53.98 million in Q1 2025, reflecting a significant rise of 28.55 million shares [158]. - As of March 31, 2025, total committed resources available were $1,593,549, compared to a negative $620,787 as of December 31, 2024 [200]. - Amounts payable to IDC, including taxes, totaled $1,379,210 as of March 31, 2025, down from $2,091,035 as of December 31, 2024 [206]. - The company recorded a liability payable to IDC for taxes amounting to $548,432 as of March 31, 2025, consistent with the previous period [205]. - Interest expense incurred on the Earnout Notes to LMH was $0 for the three months ended March 31, 2025, compared to $173,737 in 2024 [203].

Acquisition Strategy - Atlantic completed the acquisition of Lyneer Investments LLC on June 18, 2024, marking a significant expansion of its business operations[19]. - Atlantic's acquisition strategy targets companies with over $50 million in revenue and EBITDA margins of at least 10%[24]. - Atlantic is focusing on high-demand fields such as medical, legal, and financial services for its acquisition targets[22]. - Atlantic plans to pursue both "cornerstone" and "tuck-in" acquisitions to enhance its service offerings and market reach[24]. - The staffing industry is experiencing fragmentation and economic uncertainty, presenting opportunities for strategic consolidation[23]. - Lyneer's growth strategy involves organic expansion and strategic acquisitions, but may strain its management systems and resources[100]. - Lyneer's acquisition strategy may not be executed effectively, and there are no definitive agreements with potential targets[103]. Financial Performance - Lyneer reported a net loss of $135,479,890 for the year ended December 31, 2024, with previous losses of $15,252,020 and $3,221,058 for 2023 and 2022 respectively[66]. - Service revenue for the year ended December 31, 2024, was $442,609,814, an increase of $41,235,113 or 10.3% compared to $401,374,701 in 2023, primarily driven by a 10.6% increase in temporary placement services revenue[178]. - Cost of revenue increased to $395,431,491 in 2024 from $354,496,441 in 2023, reflecting an increase of $40,935,050 or 11.5% due to higher service revenue[180]. - Gross profit for 2024 was $47,178,323, a slight increase of $300,063 or 0.6% from $46,878,260 in 2023, with gross profit as a percentage of service revenue decreasing to 10.7% from 11.7%[181]. - Selling, general and administrative expenses rose to $64,021,052 in 2024, an increase of $18,579,393 or 40.9% compared to $45,441,659 in 2023, primarily due to higher transaction costs related to the merger[183]. - The net loss for the year ended December 31, 2024, was $135,479,890, compared to a net loss of $15,252,020 in 2023, reflecting an increase in losses of $120,227,870[177]. Debt and Financing - Lyneer has approximately $104,045,357 in total debt obligations as of December 31, 2024, including a $35 million Merger Note to IDC[67][68]. - The company faces substantial risks from competition, with competitors having greater financial and marketing resources, and low barriers to entry in the staffing industry[74]. - Lyneer has been required to seek at least $20 million in future financing prior to September 15, 2024, to restructure outstanding indebtedness[76]. - The company relies on its ability to raise additional funds to support its operations and repay outstanding debts, which may not be available on favorable terms[77]. - The Company issued shares and entered into additional debt obligations during the year ended December 31, 2024[200]. - The Company has received conditional approval for a new credit facility expected to close by the end of April 2025[204]. Market and Industry Trends - The U.S. Bureau of Labor Statistics anticipates a 6% annual growth in demand for licensed and vocational nurses through 2031, with about 9,600 open positions annually[51]. - 82.4% of hiring managers in public companies struggle with talent retention, indicating a significant need for effective staffing solutions[51]. - The alternative legal service providers market is valued at $14 billion, highlighting a growing sector within staffing services[51]. - The staffing industry is highly competitive, with no single company dominating the market, reflecting trends such as increasing demand for skilled labor and flexible working models[58]. - Talent shortages persist in several disciplines, which could adversely affect Lyneer's ability to meet employer demands[99]. Legal and Compliance Risks - Lyneer faces risks associated with litigation, including class action lawsuits related to wage and hour violations, which could result in substantial liabilities[83]. - The company has accrued $300,000 for a pending settlement related to a wage and hour class action lawsuit, which is awaiting court approval[159]. - The company has accrued $650,000 for a settlement related to another class action wage and hour complaint, also pending court approval[161]. - Lyneer's contracts are largely terminable for convenience, making revenue unpredictable and vulnerable to sudden decreases[89]. - The company is subject to various U.S. and foreign trade laws, which if violated, could result in substantial fines and reputational harm[122]. Cybersecurity and Technology - The company acknowledges the increasing importance of cybersecurity and is in the process of developing appropriate measures to enhance its cybersecurity posture[148]. - The company is increasingly dependent on digital technology, facing growing cybersecurity risks that could potentially damage business operations[117]. - Cybersecurity incidents have occurred with third-party vendors, but none have had a material impact on the company to date[121]. - The company has obtained cybersecurity insurance, but it may not be sufficient to cover all potential losses from cyberattacks[121]. Corporate Governance - The principal stockholder, IDC, owns approximately 43% of Lyneer's common stock, which may lead to conflicts of interest and affect corporate governance[104]. - Anti-takeover provisions in the company's charter may hinder stockholder attempts to change management or control[134][135]. - The exclusive forum provision in the company's charter may limit stockholders' ability to bring claims in preferred jurisdictions, potentially increasing litigation costs[138]. Stock Performance and Future Outlook - The company does not anticipate paying any cash dividends on its common stock in the foreseeable future, with capital appreciation being the sole source of gain for investors[139]. - The high and low closing bid price of the company's common stock from June 18, 2024, to December 31, 2024, was $8.97 and $2.36 respectively[164]. - As of March 21, 2025, the closing stock price for the company's common stock on the Nasdaq Global Select Market was $6.20[165]. - The company has changed its corporate name from SeqLL Inc. to Atlantic International Corp. and its trading symbol to ATLN, with common stock trading on the Nasdaq Global Select Market starting December 11, 2024[164].

Financial Performance - Service revenue for Q3 2024 was $107,803,843, an increase of $10,018,687 or 10.2% compared to Q3 2023[198] - Cost of revenue for Q3 2024 was $95,918,373, reflecting an increase of $9,738,392 or 11.3% from Q3 2023[201] - Gross profit for Q3 2024 was $11,885,470, a slight increase of $280,295 or 2.4% compared to Q3 2023[201] - Service revenue for the nine months ended September 30, 2024 was $313,063,328, an increase of $27,885,448 or 9.8% from the same period in 2023[200] - Cost of revenue for the nine months ended September 30, 2024 was $279,222,830, an increase of $28,334,443 or 11.3% from the same period in 2023[202] - Gross profit for the nine months ended September 30, 2024 was $33,840,498, a decrease of $448,995 or 1.3% compared to the same period in 2023[202] - Net loss for Q3 2024 was $7,049,629, an increase of $3,128,677 or 79.8% compared to Q3 2023[198] - Net loss per share for Q3 2024 was $0.16, compared to $0.15 in Q3 2023, reflecting a 6.5% increase[198] Operating Expenses - Selling, general and administrative expenses for Q3 2024 were $17,151,567, up $6,779,445 or 65.4% from Q3 2023[204] - Total operating expenses for Q3 2024 were $18,397,124, an increase of $6,411,275 or 53.5% from Q3 2023[203] - Depreciation and amortization expense for the quarter ended September 30, 2024 was $1,245,557, a decrease of $18,263 or 1.4% from $1,263,820 in 2023[208] - Interest expense for the quarter ended September 30, 2024 was $1,472,564, a significant decrease of $3,414,683 or 69.9% compared to $4,887,247 in 2023, due to deconsolidation of joint debt obligations[211] - Other expense for the three months ended September 30, 2024 was $285,483, related to stock compensation expense for third-party advisors[213] Tax and Advisory Fees - Income tax benefit for the quarter ended September 30, 2024 was $1,220,072, a decrease of $126,897 from $1,346,969 in 2023, driven by an increase in net loss before taxes[215] - Income tax benefit for the nine months ended September 30, 2024 was $19,732,646, an increase of $15,941,259 compared to $3,791,387 in 2023, attributed to a significant increase in net loss before taxes[216] - Advisory fees paid in the merger for the nine months ended September 30, 2024 totaled $43,000,000, reflecting the issuance of 18,220,338 shares at a market value of $2.36 per share[210] Cash Flow and Liquidity - Cash used in operating activities for the nine months ended September 30, 2024 was $(5,558,718), compared to $2,626,303 for the same period in 2023[242] - The company recorded a net increase in cash and cash equivalents of $44,833 for the nine months ended September 30, 2024, compared to a decrease of $(527,184) in 2023[242] - The Company assessed its liquidity position, reporting cash and cash equivalents of $1,397,760 and total committed resources available of $(10,284,615) as of September 30, 2024[287] Debt and Financing - The company issued a Merger Note in the principal amount of $35,000,000, which does not bear interest unless an event of default occurs[221] - The company entered into a forbearance agreement with its lender under the Revolver, extending the forbearance period through September 30, 2024[229] - The company failed to repay an over-advance of $4,662,495 as of May 31, 2024[230] - The company has received conditional approval for a new credit facility expected to close by the end of November 2024, with a minimum funding commitment of $8 million from a current lender[231] - The total balance on the Revolver was $53,337,869 as of September 30, 2024, down from $90,906,217 as of December 31, 2023[246] - The company is exploring refinancing opportunities to address the assumed debt and the IDC portion of the Revolver, with a new credit facility expected to provide credit availability of up to $40,000,000[241] - The Company plans to replace its obligations under the Revolver with a new revolving credit facility with a borrowing capacity of up to $60,000,000[287] Liabilities and Notes - The company recorded a liability of $42,778,061 on the Revolver as of September 30, 2024[246] - The balance of Year 1 Earnout Notes payable to Lyneer Management Holdings LLC was $0 as of September 30, 2024, down from $5,127,218 as of December 31, 2023[289] - Total amounts payable to IDC, including taxes, amounted to $2,833,169 as of September 30, 2024, down from $4,384,178 as of December 31, 2023[293] - The Company entered into non-convertible promissory notes totaling $1,375,000 with St. Laurent Investments LLC, bearing interest at 5% per annum, increasing to 10% from August 1, 2024, through July 31, 2025[281] - The Company entered into a secured bridge loan in the principal amount of $1,950,000 at an interest rate of 5% per annum[279] - The maturity date of the Credit Agreement was extended to June 18, 2026[280] Amendments and Agreements - The Company has entered into multiple amendments and forbearance agreements with lenders to address events of default and extend repayment schedules[252] - The Initial Capital Raise milestone was extended to September 15, 2024, with additional milestones including an uplisting milestone date of September 15, 2024[256] - The Merger Note was amended to extend the maturity date to the earlier of March 31, 2026, or completion of a capital raise of at least $40,000,000[284] - On April 17, 2024, the available borrowing capacity under the Revolver decreased to $70 million, further decreasing to $40 million upon the consummation of the Merger[254] Impairments - The Company has not recognized any impairments on its intangible assets for the nine months ended September 30, 2024[308]

Revenue Performance - Service revenue for Q2 2024 was $104,636,273, an increase of 17.1% from $89,364,602 in Q2 2023, primarily driven by a 17.7% increase in temporary placement services revenue [181]. - For the six months ended June 30, 2024, service revenue was $205,259,485, a 9.5% increase from $187,392,724 in the same period of 2023 [183]. - The company experienced a decrease in permanent placement services revenue by 30.7% in Q2 2024, attributed to lower demand for permanent positions [182]. - Revenues from temporary placement services are recognized when services are rendered, with most customers having payment terms of 30 days or less [273]. Profitability and Expenses - Gross profit for Q2 2024 was $11,489,646, up 5.0% from $10,937,760 in Q2 2023, with gross profit margin decreasing to 11.0% from 12.2% due to rising labor costs [184]. - Selling, general and administrative expenses for Q2 2024 were $18,553,150, a 65.8% increase from $11,187,268 in Q2 2023, largely due to higher transaction costs related to the merger [187]. - The cost of revenue for Q2 2024 was $93,146,627, an 18.8% increase from $78,426,842 in Q2 2023, driven by higher service revenue [184]. - The net loss for Q2 2024 was $54,911,719, compared to a net loss of $3,616,092 in Q2 2023, reflecting a significant increase in losses [181]. - The company reported a loss from operations of $8,312,558 in Q2 2024, a 651.3% increase from a loss of $1,106,493 in Q2 2023 [181]. Debt and Financing - The Merger Note issued to IDC has a principal amount of $35,000,000, maturing on September 30, 2024, and does not bear interest unless an event of default occurs [201]. - The Initial Capital Raise milestone has been extended to September 15, 2024, with additional milestones including an uplisting milestone date of September 15, 2024 [209]. - The maturity date of the Revolver was extended to August 31, 2025, with available borrowing capacity decreasing to $60,000,000 [231]. - The lender waived all existing events of default under the Revolver through September 30, 2024 [232]. - The Company is negotiating to refinance its debt obligations to provide greater flexibility [215]. - A new revolving credit facility is expected to provide credit availability of up to $40,000,000 [217]. - The Term Note balance increased from $34,223,489 as of December 31, 2023 to $36,062,862 as of June 30, 2024 [235]. - The Term Note interest rate was amended to vary between 14% and 16% per annum, with cash interest varying from 10% to 11% per annum [235]. - The Company entered into a secured bridge loan of $1,950,000 at an interest rate of 5% per annum, maturing on September 30, 2024 [256]. Cash Flow and Liquidity - Cash flows from operating activities for the six months ended June 30, 2024 were $(4,217,266), a decrease from $9,170,110 in the same period of 2023 [218]. - Cash and cash equivalents were reported at $439,478 on June 30, 2024, down from $1,352,927 on December 31, 2023 [261]. - As of June 30, 2024, Lyneer had total committed resources available of $81,874, a significant decrease from $(21,165,658) as of December 31, 2023 [261]. - The available borrowing capacity on the Revolver as of June 30, 2024 was negative $10,613,516, after accounting for a reserve of $1,552,329 [222]. Tax and Other Income - Income tax benefit for the quarter ended June 30, 2024 was $17,221,979, an increase of $15,698,634 compared to $1,523,345 in 2023 [197]. - Income tax benefit for the six months ended June 30, 2024 was $18,512,574, an increase of $16,068,156 compared to $2,444,418 in 2023 [198]. - Deferred tax assets and liabilities are recognized for future tax consequences, with management assessing the likelihood of realization quarterly [281][283]. Miscellaneous - The weighted average shares outstanding increased by 10.5% to 28,081,013 in Q2 2024 from 25,423,729 in Q2 2023 [181]. - Advisory fees related to the merger amounted to $43,000,000 in Q2 2024, contributing significantly to the overall increase in expenses [181]. - Loss on debt extinguishment for the three and six months ended June 30, 2024 was $1,213,379, compared to $0 in 2023 [192]. - Other expense for the three and six months ended June 30, 2024 was $15,607,737, with no expenses recorded in 2023 [196]. - The Earnout Note liability was $20,435,654 as of June 30, 2024, with missed payments leading to an increase in the interest rate to 11.25% [250]. - Total amounts payable to IDC, including taxes payable, amounted to $2,771,502 as of June 30, 2024, down from $4,384,178 as of December 31, 2023 [266]. - The Company has not recognized any impairments on intangible assets for the six months ended June 30, 2024, or the year ended December 31, 2023 [280].

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 2024 Registration Statement No. 333-280653 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ASMENDMENT NO. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLANTIC INTERNATIONAL CORP. (Exact name of Registrant as specified in its Charter) Delaware 7363 46-5319744 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer I ...

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 2, 2024 Registration Statement No. 333-[___] UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ATLANTIC INTERNATIONAL CORP. (Exact name of Registrant as specified in its Charter) Delaware 7363 46-5319744 (State or other jurisdiction of incorporation or organization) (Primary Standard Industrial Classification Code Number) (I.R.S. Employer Identification No.) 270 ...

Financial Performance - The company incurred net losses of $1,095,580 for the three months ended March 31, 2024, a decrease of 36% compared to a net loss of $1,718,366 for the same period in 2023[87]. - Total operating expenses for Q1 2024 were $1,065,821, down from $1,757,827 in Q1 2023[90]. - The company recognized $10,061 in investment income for Q1 2024, a decrease from $56,267 in Q1 2023 due to reduced cash equivalents and marketable securities[93]. Expenses - Research and development expenses decreased by $460,457, or 59%, from $776,720 in Q1 2023 to $316,263 in Q1 2024 due to reduced research activities[91]. - General and administrative expenses decreased by $231,549, or 24%, from $981,107 in Q1 2023 to $749,558 in Q1 2024, primarily due to prior inventory and bad debt write-offs[92]. - The company had negative cash flow from operating activities of $991,039 for Q1 2024, compared to $1,122,036 for Q1 2023[96]. Cash Position - Cash and cash equivalents were $1,688,926 as of March 31, 2024, with an accumulated deficit of $25,231,855[96]. - The weighted average common shares outstanding increased from 355,648 in Q1 2023 to 382,151 in Q1 2024[90]. Merger Agreement - The company entered into a merger agreement on May 29, 2023, with Atlantic and Lyneer, subject to stockholder approval, which has been obtained[84]. - The company will need additional capital to fund operations for the next 12 months if the merger is not completed, raising concerns about its ability to continue as a going concern[97].

Financial Concerns - The company has incurred recurring losses and negative cash flows since inception, raising concerns about its ability to continue as a going concern without additional financing[18] - The company has a limited operating history as an early commercial-stage entity, which presents inherent risks and uncertainties[18] - The company is assessing its expenses, ongoing losses, future revenue, and capital requirements to ensure financial stability[12] Merger and Business Strategy - The proposed merger with Lyneer Investments LLC will result in the business of Lyneer becoming the principal business of the company, with current operations sold for nominal consideration[17] - The company is focused on developing its tSMS sequencing instruments and services, which are critical for generating expected revenue and achieving market acceptance[18] - The company is seeking to maintain its intellectual property position for its technology, which is critical for competitive advantage[12] Product Development and Market Potential - There is uncertainty regarding the success, cost, and timing of the company's current product development activities, including next-generation sequencing technologies[12] - The company anticipates that the market size and growth potential for its business will be significant, although specific figures are not provided[12] - The company is exploring next-generation sequencing technologies and anticipates growth potential in the market[12] Operational Challenges - The sales cycle for the company's products is unpredictable and lengthy, complicating revenue forecasting and increasing quarterly or annual fluctuations in operating results[18] - The company must manage new product introductions related to tSMS technology, which may incur significant costs and may not yield anticipated benefits[18] - The company relies on third parties for certain components and materials, which may impact its ability to manufacture products at scale[18] - The company is subject to governmental regulations that could impose operational burdens and narrow the markets for its products[18] - There are significant risks associated with the company's research and development efforts, which may not yield anticipated benefits or successful commercialization[18]