ATLANTIC INTERNATIONAL CORP. (ATLN)

CIK: 0001605888. SIC: 7363 Services-Help Supply Services. Latest 10-K as of: 2026-04-15.

SIC breadcrumb: Services > Business Services > SIC 7363 Services-Help Supply Services

SEC company page: https://www.sec.gov/edgar/browse/?CIK=1605888. Latest filing source: 0001605888-26-000017.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001605888.json. Derived margins, ratios, and free cash flow are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Free cash flow = operating cash flow - capital expenditures. Missing metrics are omitted rather than fabricated.

Ratios

ROE and ROA use period-end equity/assets. Liabilities / equity uses total liabilities divided by stockholders' equity. Current ratio uses current assets divided by current liabilities when both are reported.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-15. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0001605888.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001605888-25-000055.

Extracted structurally from real Item 2 body heading to real Item 3/4 boundary. Confidence: high. Filing date: 2025-11-14. Report date: 2025-09-30.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion relates to Atlantic International Corp. (Atlantic or the Company) and its consolidated subsidiaries and should be read together with the Company’s Consolidated Financial Statements and accompanying notes included in Part I, Item 1.—Financial Statements of this Quarterly Report on Form 10-Q.

Overview

Atlantic, through its subsidiaries, is a national strategic staffing firm servicing the commercial, professional, finance, direct placement, and managed service provider verticals. Lyneer was formed under the principles of honesty and integrity, and with the view of becoming the preferred outside employer of choice. Since its formation, the Company has grown from a regional operation to a national staffing firm with offices and geographic reach across the United States. The Company primarily places individuals in accounting and finance, administrative and clerical, information technology, legal, light industrial, and medical roles. The Company is also a leading provider of productivity consulting and workforce management solutions. Atlantic is headquartered in Englewood Cliffs, New Jersey and has more than 100 locations in the USA.

The Company’s management believes, based on their knowledge of the industry, that it is one of the prominent and leading staffing firms in the ever-evolving staffing industry. Its management also believes that it is an industry leader in permanent, temporary and temp-to-perm placement services in a wide variety of areas, including, but not limited to, accounting & finance, administrative & clerical, hospitality, IT, legal, light industrial and medical fields. Its deep expertise and extensive experience have helped world class companies revolutionize their operations, resulting in greater efficiency and streamlined processes. Its comprehensive suite of solutions covers all aspects of workforce management, from recruitment and hiring to time and attendance tracking, scheduling, performance management, and predictive analytics. Atlantic takes a personalized approach to each client, working closely with them to understand their unique needs and develop a tailored roadmap for success. In addition, Atlantic offers a comprehensive range of recruiting services, including temporary and permanent staffing, within the light industrial, administrative, and financial sectors. Its services are designed to meet each client’s needs, including payroll services and vendor management services/managed service provider solutions. Its extensive network of offices and onsite operations provide local support for its clients, while its national presence gives Atlantic the resources to tackle even the most complex staffing needs. With a focus on integrity, transparency and customer service and a commitment to results over a 25-year period, management believes it has earned a reputation as one of the premier workforce solutions partners in the United States.

At Atlantic, management understands that finding the perfect candidate starts before the job requisition even comes in. The Company employs the strategy of proactive recruitment to build a pipeline of pre-vetted candidates for order fulfillment. Atlantic’s client mix consists of both small- and medium-size businesses, and large national and multinational client relationships. Client relationships with small- and medium-size businesses are based on a local or regional relationship, and tend to rely less on longer-term contracts, and the competitors for this business are primarily locally owned businesses. Comprising over 60% of the Company’s revenue base, the large national and multinational clients, on the other hand, will frequently enter into non-exclusive arrangements with several firms, with the ultimate choice among them being left to local managers. As a result, employment services firms with a large network of offices compete most effectively for this business, which generally has agreed-upon pricing or mark-up on services performed.

Results of Operations

The following discussion summarizes the key factors Atlantic’s management team believes are necessary for an understanding of Atlantic’s financial statements.

Comparison of the Three and Nine Months Ended September 30, 2025 and 2024:

Certain related party and non-related party financial statement line-item amounts have been aggregated for purposes of analysis below, which is consistent with management’s evaluation of its business results.

24

The following table summarizes our results of operations for the periods presented:

Three Months Ended

September 30,

Change

2025

2024

Amount

Percent

Service revenue, net

$

110,127,203 

$

107,803,843 

$

2,323,360 

2.2

%

Cost of revenue

97,725,227 

95,918,373 

1,806,854 

1.9

%

Gross profit

12,401,976 

11,885,470 

516,506 

4.3 

%

Selling, general and administrative

19,888,692 

17,151,567 

2,737,125 

16.0

%

Depreciation and amortization

1,230,307 

1,245,557 

(15,250)

(1.2)

%

Loss from operations

(8,717,023)

(6,511,654)

(2,205,369)

33.9 

%

Interest expense

2,094,177 

1,472,564 

621,613 

42.2 

%

Other expense

— 

285,483 

(285,483)

(100.0)

%

Net loss before provision for income taxes

(10,811,200)

(8,269,701)

(2,541,499)

30.7 

%

Income tax (expense)/benefit

(9,144)

1,220,072 

(1,229,216)

+

Net loss

$

(10,820,344)

$

(7,049,629)

$

(3,770,715)

53.5 

%

Net loss per share, basic and diluted

$

(0.20)

$

(0.16)

$

(0.04)

25.0 

%

Weighted average shares outstanding, basic and diluted

55,119,781

44,688,845

28,551,846

23.3 

%

Nine Months Ended

September 30,

Change

2025

2024

Amount

Percent

Service revenue, net

$

315,833,003 

$

313,063,328 

$

2,769,675 

0.9

%

Cost of revenue

280,826,211 

279,222,830 

1,603,381 

0.6

%

Gross profit

35,006,792 

33,840,498 

1,166,294 

3.4 

%

Selling, general and administrative

58,158,706 

46,045,754 

12,112,952 

26.3

%

Depreciation and amortization

3,699,446 

3,754,165 

(54,719)

(1.5)

%

Loss from operations

(26,851,360)

(15,959,421)

(10,891,939)

68.2 

%

Loss on debt extinguishment

— 

1,213,379 

(1,213,379)

(100.0)

%

Advisory fees paid in the merger

— 

43,000,000 

(43,000,000)

(100.0)

%

Interest expense

5,402,959 

10,494,818 

(5,091,859)

(48.5)

%

Other expense

— 

15,893,220 

(15,893,220)

(100.0)

%

Net loss before provision for income taxes

(32,254,319)

(86,560,838)

54,306,519 

(62.7)

%

Income tax (expense)/benefit

(28,379)

19,732,646 

(19,761,025)

+

Net loss

$

(32,282,698)

$

(66,828,192)

$

34,545,494 

(51.7)

%

Net loss per share, basic and diluted

$

(0.59)

$

(2.04)

$

1.45 

(71.1)

%

Weighted average shares outstanding, basic and diluted

54,553,945

32,774,837

21,779,108

66.5 

%

+ -     change greater than ± 100%

25

Service Revenue, Net

Service revenue, net of discounts, for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Temporary placement services

$

108,804,521 

$

106,770,291 

$

312,664,321 

$

310,340,859 

Permanent placement and other services

1,322,682 

1,033,552 

3,168,682 

2,722,469 

Total service revenues, net

$

110,127,203 

$

107,803,843 

$

315,833,003 

$

313,063,328 

Service revenue, net was $110,127,203 and $107,803,843 for the three months ended September 30, 2025 and 2024, respectively, an increase of $2,323,360, or 2.2%. This increase was predominately due to higher revenues from the Company’s temporary placement services business, which increased $2,034,230 or 1.9% in the three months ended September 30, 2025 as compared to the same period in 2024 due primarily a strong sales initiative by the Company. Permanent placement and other services increased $289,130 or 28.0% due to strong demand from our current clients.

Service revenue, net was $315,833,003 and $313,063,328 for the nine months ended September 30, 2025 and 2024, respectively, an increase of $2,769,675, or 0.9%. The Company’s temporary placement services business, slightly increased $2,323,462 or 0.7% in the nine months ended September 30, 2025 as compared to the same period in 2024. Permanent placement and other services increased $446,213 or 16.4% due to strong demand from our current clients.

Cost of Revenue and Gross Profit

Gross profit reflects the difference between realized service revenue, net and cost of revenues for providing temporary and permanent placement solutions. Cost of revenue consists primarily of fixed and variable directs costs, including payroll, payroll taxes and employee benefit costs. Cost of revenue and gross profit for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Service revenue, net

$

110,127,203 

$

107,803,843 

$

315,833,003 

$

313,063,328 

Cost of revenue

97,725,227 

95,918,373 

280,826,211 

279,222,830 

Gross profit

$

12,401,976 

$

11,885,470 

$

35,006,792 

$

33,840,498 

Cost of revenue for the three months ended September 30, 2025 and 2024 was $97,725,227 and $95,918,373, respectively, an increase of $1,806,854 or 1.9%. The increase in cost of revenue was due primarily to higher service revenue, net driven primarily by higher temporary placement services revenue, which increased $2,034,230 or 1.9%. Gross profit for the three months ended September 30, 2025 and 2024 was $12,401,976 and $11,885,470, respectively, an increase of $516,506 or 4.3%. As a percentage of service revenue, net, gross profit was 11.3% and 11.0% for the three months ended September 30, 2025 and 2024, respectively, which increased due to the Company’s initiative to sell higher margin accounts.

Cost of revenue for the nine months ended September 30, 2025 and 2024 was $280,826,211 and $279,222,830, respectively, an increase of $1,603,381 or 0.6%, essentially flat on year-to-date over year-to-date basis. Gross profit for the nine months ended September 30, 2025 and 2024 was $35,006,792 and $33,840,498, respectively, an increase of $1,166,294 or 3.4%. As a percentage of service revenue, net, gross profit was 11.1% and 10.8% for the nine months ended September 30, 2025 and 2024, respectively, which increased due to the Company’s initiative to sell higher margin accounts.

26

Total Operating Expenses

Total operating expenses for the three and nine months ended September 30, 2025 and 2024 consisted of the following:

Three Months Ended

September 30,

Nine Months Ended

September 30,

2025

2024

2025

2024

Selling, general and administrative

$

19,888,692 

$

17,151,567 

$

58,158,706 

$

46,045,754 

Depreciation and amortization

1,230,307 

1,245,557 

3,699,446 

3,754,165 

Total operating expenses

$

21,118,999 

$

18,397,124 

$

61,858,152 

$

49,799,919 

The changes in each financial statement line item for the respective periods are described below.

Selling, General and Administrative Costs

Selling, general and administrative expenses for the three months ended September 30, 2025 and 2024 were $19,888,692 and $17,151,567, respectively, an increase of $2,737,125, or 16.0%, due primarily to stock compensation expense, partially offset by lower transaction costs attributed to the Merger in 2024. As a percentage of service revenue, net, selling, general and administrative costs were 18.1% in the three months ended September 30, 2025 as compared to 15.9% in the three months ended September 30, 2024. The increase in selling, general and administrative costs as a percentage of service revenue, net was due primarily to stock compensation expense, partially offset by lower transaction costs related to the Merger.

Selling, general and administrative expenses for the nine months ended September 30

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted structurally from real Item 7 body heading to real Item 7A/8 boundary. Confidence: high. Filing date: 2026-04-15. Report date: 2025-12-31.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion relates to Atlantic International Corp. (Atlantic or the Company) and its consolidated subsidiaries and should be read together with the Company’s Consolidated Financial Statements and accompanying notes included in Item 8.— Financial Statements and Supplementary Data.

Overview

Atlantic, through its subsidiaries, is a national strategic staffing firm servicing the commercial, professional, finance, direct placement, and managed service provider verticals. Lyneer was formed under the principles of honesty and integrity, and with the view of becoming the preferred outside employer of choice. Since its formation, the Company has grown from a regional operation to a national staffing firm with offices and geographic reach across the United States. The Company primarily places individuals in accounting and finance, administrative and clerical, information technology, legal, light industrial, and medical roles. The Company is also a leading provider of productivity consulting and workforce management solutions. Atlantic is headquartered in Englewood Cliffs, New Jersey and has more than 100 locations in the USA.

The Company’s management believes, based on their knowledge of the industry, that it is one of the prominent and leading staffing firms in the ever-evolving staffing industry. Its management also believes that it is an industry leader in permanent, temporary and temp-to-perm placement services in a wide variety of areas, including, but not limited to, accounting & finance, administrative & clerical, hospitality, IT, legal, light industrial and medical fields. Its deep expertise and extensive experience have helped world class companies revolutionize their operations, resulting in greater efficiency and streamlined processes. Its comprehensive suite of solutions covers all aspects of workforce management, from recruitment and hiring to time and attendance tracking, scheduling, performance management, and predictive analytics. Atlantic takes a personalized approach to each client, working closely with them to understand their unique needs and develop a tailored roadmap for success. In addition, Atlantic offers a comprehensive range of recruiting services, including temporary and permanent staffing, within the light industrial, administrative, and financial sectors. Its services are designed to meet each client’s needs, including payroll services and vendor management services/managed service provider solutions. Its extensive network of offices and onsite operations provide local support for its clients, while its national presence gives Atlantic the resources to tackle even the most complex staffing needs. With a focus on integrity, transparency and customer service and a commitment to results over a 25-year period, management believes it has earned a reputation as one of the premier workforce solutions partners in the United States.

At Atlantic, management understands that finding the perfect candidate starts before the job requisition even comes in. The Company employs the strategy of proactive recruitment to build a pipeline of pre-vetted candidates for order fulfillment. Atlantic’s client mix consists of both small- and medium-size businesses, and large national and multinational client relationships. Client relationships with small- and medium-size businesses are based on a local or regional relationship, and tend to rely less on longer-term contracts, and the competitors for this business are primarily locally owned businesses. Comprising over 60% of the Company’s revenue base, the large national and multinational clients, on the other hand, will frequently enter into non-exclusive arrangements with several firms, with the ultimate choice among them being left to local managers. As a result, employment services firms with a large network of offices compete most effectively for this business, which generally has agreed-upon pricing or mark-up on services performed.

Results of Operations

The following discussion summarizes the key factors Atlantic’s management team believes are necessary for an understanding of Atlantic’s financial statements.

Comparison of the Years Ended December 31, 2025 and 2024:

Certain related party and non-related party financial statement line-item amounts have been aggregated for purposes of analysis below, which is consistent with management’s evaluation of its business results.

37

The following table summarizes our results of operations for the periods presented:

Year Ended December 31,

Change

2025

2024

Amount

Percent

Service revenue, net

$

435,878,730 

$

442,609,814 

$

(6,731,084)

(1.5)

%

Cost of revenue

389,892,967 

395,431,491 

(5,538,524)

(1.4)

%

Gross profit

45,985,763 

47,178,323 

(1,192,560)

(2.5)

%

Selling, general and administrative

91,289,682 

64,021,052 

27,268,630 

42.6 

%

Depreciation and amortization

4,928,514 

4,991,863 

(63,349)

(1.3)

%

(Loss) income from operations

(50,232,433)

(21,834,592)

(28,397,841)

+

Loss on debt extinguishment

— 

1,213,379 

(1,213,379)

(100.0)

%

Advisory fees paid in merger

— 

43,000,000 

(43,000,000)

(100.0)

%

Interest expense

9,164,495 

12,004,860 

(2,840,365)

(23.7)

%

Other expense

— 

52,047,957 

(52,047,957)

(100.0)

%

Net loss before provision for income taxes

(59,396,928)

(130,100,788)

70,703,860 

(54.3)

%

Income tax expense

(33,991)

(5,379,102)

5,345,111 

(99.4)

%

Net loss

$

(59,430,919)

$

(135,479,890)

$

76,048,971 

(56.1)

%

Net loss per share, basic and diluted

$

(1.08)

$

(3.68)

$

2.60 

(70.7)

%

Weighted average shares outstanding, basic and diluted

54,846,155 

36,783,626

18,062,529 

49.1 

%

___________________________________

+ -    change greater than ± 100%

Service Revenue, Net

Service revenue, net of discounts, for years ended December 31, 2025 and 2024 consisted of the following:

Year Ended December 31,

2025

2024

Temporary placement services

$

431,401,261 

$

438,820,825 

Permanent placement and other services

4,477,469 

3,788,989 

Total service revenues, net

$

435,878,730 

$

442,609,814 

Service revenue, net was $435,878,730 and $442,609,814 for the years ended December 31, 2025 and 2024, respectively, a decrease of $6,731,084, or 1.5%. This decrease was predominately due to lower revenues from Lyneer’s temporary placement services business, which decreased $7,419,564 or 1.7% in the year ended December 31, 2025 as compared to the same period in 2024 due primarily to a decrease in the revenues associated with our largest client. Permanent placement and other services increased $688,480 or 18.2% due to higher permanent job demand.

Cost of Revenue and Gross Profit

Gross profit reflects the difference between realized service revenue, net and cost of revenues for providing temporary and permanent placement solutions. Cost of revenue consists primarily of fixed and variable direct costs, including payroll,

38

payroll taxes and employee benefit costs. Cost of revenue and gross profit for the years ended December 31, 2025 and 2024 consisted of the following:

Year Ended December 31,

2025

2024

Service revenue, net

$

435,878,730 

$

442,609,814 

Cost of revenue

389,892,967 

395,431,491 

Gross profit

$

45,985,763 

$

47,178,323 

Cost of revenue for the years ended December 31, 2025 and 2024 was $389,892,967 and $395,431,491, respectively, a decrease of $5,538,524 or 1.4%. The decrease in cost of revenue was due primarily to lower service revenue, net driven primarily by lower temporary placement services revenue due primarily to a decrease in the revenues associated with our largest client., net which decreased $7,419,564 or 1.7%.

Gross profit for the years ended December 31, 2025 and 2024 was $45,985,763 and $47,178,323, respectively, a decrease of $1,192,560 or 2.5%. As a percentage of service revenue, net, gross profit was 10.6% and 10.7% for the years ended December 31, 2025 and 2024, respectively, a slight decrease.

Total Operating Expenses

Total operating expenses for the years ended December 31, 2025 and 2024 consisted of the following:

Year Ended December 31,

2025

2024

Selling, general and administrative

$

91,289,682 

$

64,021,052 

Depreciation and amortization

4,928,514 

4,991,863 

Total operating expenses

$

96,218,196 

$

69,012,915 

The changes in each financial statement line item for the respective periods are described below.

Selling, General and Administrative Costs

Selling, general and administrative expenses for the years ended December 31, 2025 and 2024 were $91,289,682 and $64,021,052, respectively, an increase of $27,268,630, or 42.6%, due primarily to higher stock compensation expense and a full year of expenses as a result of the Merger compared to five and one-half months during the years ended December 31, 2025 and 2024, respectively, partially offset by cost cutting measures and lower transactional expenses related to the Merger.

As a percentage of service revenue, net, selling, general and administrative costs were 20.9% in the year ended December 31, 2025 as compared to 14.5% in the year ended December 31, 2024. The increase in selling, general and administrative costs as a percentage of service revenue, net was due primarily to higher stock compensation expense and lower transactions costs related to the Merger in the year ended December 31, 2025 compared to the year ended December 31, 2024.

Depreciation and Amortization

Depreciation and amortization expense for the years ended December 31, 2025 and 2024 was $4,928,514 and $4,991,863, respectively, a decrease of $63,349 or 1.3%, a slight decrease on a year-over-year basis.

Loss on Debt Extinguishment

Loss on debt extinguishment, for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

2025

2024

Loss on debt extinguishment

$

— 

$

1,213,379 

39

Loss on debt extinguishment during the year ended December 31, 2024 relates to the Seventh Amendment and Forbearance Agreement to the Revolver being treated as a debt extinguishment after the Company’s analysis of ASC Topic 470 — Debt (“ASC 470”).

Advisory Fees Paid in the Merger

Advisory fees paid in the Merger for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

2025

2024

Advisory fees paid in the merger

$

— 

$

43,000,000 

The stockholders of Atlantic Acquisition Corp. were issued an aggregate of 18,220,338 shares of Company’s common stock at a market value of $2.36 per share, or $43,000,000 in the aggregate, on the date of the Merger.

Interest Expense

Interest expense for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

2025

2024

Interest expense

$

9,164,495 

$

12,004,860 

Interest expense for years December 31, 2025 and 2024 was $9,164,495 and $12,004,860, respectively. The decrease of $2,840,365, or 23.7%, in year ended December 31, 2025 compared to year ended December 31, 2024 was the Company deconsolidating the joint and several debt obligations as of the Merger date and a lower interest rate from the previous Revolver as compared to the new Revolver entered into on April 29, 2025, partially offset by the Company incurring $3,588,223 of interest expense related to an agreement with a professional employer organization (“PEO”) which processes the payroll for the Company, related to the unpaid balance.

Other Expense

Other expense for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

2025

2024

Other expense

$

— 

$

52,047,957 

Other expense for the year ended December 31, 2024 related to accrued amounts pertaining to a potential settlement for legacy stockholders and stock compensation expense for third parties as advisors to the Company for RSUs.

Income Tax Expense

Provision for income taxes for the years ended December 31, 2025 and 2024 were as follows:

Year Ended December 31,

2025

2024

Income tax expense

$

(33,991)

$

(5,379,102)

Income tax expense was $33,991 and $5,379,102 for the years ended December 31, 2025 and 2024, respectively, a decrease of $5,345,111, was primarily due to the establishment of a valuation allowance on the Company’s deferred tax assets in 2024.

40

Liquidity & Capital Resources

Atlantic’s working capital requirements are primarily driven by personnel payments and client accounts receivable receipts. As receipts from client partners lag behind payments to personnel, working capital requirements increase substantially in periods of growth.

Prior to its acquisition of Circle8, Atlantic’s primary sources of liquidity have historically been cash generated from operations supported through borrowings under its previous Revolver. The Company entered into a new revolving credit facility (the “New Revolving Credit Facility”) on April 29, 2025. Atlantic’s primary uses of cash are payments to engagement personnel, corporate personnel, related payroll costs and liabilities, operating expenses, capital expenditures, cash interest, cash taxes, and debt payments. The Company is still in process of compiling and filing consolidated financial statements of Circle8, which is a significant subsidiary of Atlantic following closing of the acquisition on January 23, 2026. Atlantic is the accounting acquirer in this business combination. As this consolidated financial information, including combined pro forma financial statements, has not yet been finalized, the Company has considered the completeness and reliability of available information in making its going concern determination in this Form 10-K.

In accordance with ASC Topic 205-40 — Going Concern, Atlantic evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date the financials are issued. This evaluation includes considerations related to covenants contained in Atlantic’s credit facilities, as well as Atlantic’s forecasted liquidity for the new combined company including Circle8. Atlantic has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of its consolidated financial statements. This conclusion was reached primarily because the consolidated financial information as of the acquisition date is still being prepared and compiled, including an analysis of liabilities extinguished pursuant to the terms of the Acquisition Agreement. The Company will continue to evaluate the provisions in Topic 205-40 in future filings upon completion of all acquisition accounting activities and filing of Circle8’s audited consolidated financial statements and combined pro forma financial statements. The Company expects that the combination with Circle8 will enhance scale, liquidity, and access to capital, positioning the combined entity for potential premium valuation multiples and expanded international reach with established global clients. Management further anticipates that the transaction will drive operating efficiencies, improve profitability, and strengthen revenue stability through a diversified customer base and balanced geographic exposure across the United States and Europe.

On December 31, 2023, IDC, Lyneer and Prateek Gattani, IDC’s Chief Executive Officer and our then Chairman of the Board until April 2025, entered into an Allocation Agreement (“Allocation Agreement”). Pursuant to the terms of the Allocation Agreement, IDC agreed that, subject to subordination to the taxes as between IDC and Lyneer, in connection with the Merger, the Term Note and the Seller Notes, will either be paid in full or assumed by IDC, and Lyneer will have no further liability or responsibility for such indebtedness. However, as IDC and Lyneer were unable to obtain the release of Lyneer from the holders of such indebtedness, Lyneer will remain jointly and severally liable with IDC to such lenders until such time as such joint and several indebtedness is restructured. At that time IDC will be obligated to repay in full all remaining amounts payable under the Term Note ($36,062,862), the Seller Notes ($7,875,000), the Earnout Notes ($20,435,654), along with the term note for the shortfall from the restructuring of the previous revolving credit facility ($6,000,000). In the event IDC does not repay any of this debt and the Company is required to make payments, IDC will be obligated to repay the Company for the amounts paid on IDC’s behalf. Upon the consummation of the Merger on June 18, 2024, the Company determined that it was no longer probable that IDC would default on its portion of the joint and several obligations and deconsolidated the joint and several debt obligations in the accompanying financial statements. The Term Note, Seller Notes and Earnout Notes are currently in default, but the Seller and Earnout note holders can take no action pursuant to the inter-creditor agreement with SLR. See Note 21: Subsequent Events for further discussion related to the SPP Term Note purported default.

In the Allocation Agreement, IDC and Mr. Gattani agreed to implement a plan to refinance or otherwise satisfy the joint and several indebtedness. It is expected that the Company will not be legally released from its joint and several obligations with respect to the indebtedness to be assumed by IDC until payment in full of the Merger Note, which originally matured on September 30, 2024. On April 29, 2025, the Company and IDC entered into an Amended and Restated Convertible Promissory Note for the Merger Note which extended the maturity date to March 31, 2027 On April 29, 2025, the Company closed on a new ABL revolver, replacing the previous Revolver, with a maturity date of April 29, 2028. On April 29, 2025, the previous BMO Revolver lender funded the shortfall of $6,000,000, the IDC portion owed, and IDC entered into a term note for this amount, plus a $1,000,000 exit fee. The certain junior lenders assumed portions of IDC’s publicly owned stock of Atlantic International Corp as collateral. See Note 8: Debt for further information.

41

Cash flows for the years ended December 31, 2025 and 2024 consisted of the following:

Year Ended December 31,

2025

2024

Net cash used in operating activities

$

(4,396,505)

$

(5,985,036)

Net cash used in investing activities

(66,768)

(73,456)

Net cash provided by financing activities

3,865,731 

5,384,241 

Net decrease in cash and cash equivalents

$

(597,542)

$

(674,251)

Cash flows used in operating activities for the year ended December 31, 2025 compared to the year ended December 31, 2024 was lower due to an increase in and accrued expenses and other current liabilities.

Investing Activities

Cash used in investing activities for the year ended December 31, 2025 decreased compared to December 31, 2024 and consisted entirely of purchases of property and equipment.

Financing Activities

Cash provided by financing activities decreased for the year ended December 31, 2025 compared to the year ended December 31, 2024 and consisted of borrowings and payments under the Company’s debt arrangements of the Revolver, and the New Revolving Credit Facility and entered into additional debt obligations.

Debt Allocation Agreement

Lyneer and IDC entered into a debt allocation agreement (the “Allocation Agreement”) dated as of December 31, 2023, which specifies and allocates responsibility for repaying (or refinancing) the joint-and-several debts between Lyneer and IDC. The Company reassessed its accounting for joint-and-several liabilities under ASC 405-40 as of the Merger date and concluded it is reasonably probable that IDC can repay their portion of the debt allocated per the Allocation Agreement. As a result, the Company deconsolidated its joint and several debt obligations. See Revolver (discussing the previous BMO Revolver), Term Note, Seller Notes and Earnout Notes below for those joint-and-several debts that are applicable to the Allocation Agreement.

Revolver

Until April 29, 2025 as described below, the Company maintained the Revolver as a co-borrower its former parent, IDC, with an available borrowing capacity of up to $60,000,000. The facility was partially used to finance the acquisition of Lyneer by IDC in August 2021, with additional borrowing capacity available under the Revolver to finance Lyneer’s working capital. All of Lyneer’s cash collections and disbursements were linked with bank accounts associated with the lender and funded using the Revolver. These borrowings were determined by Lyneer’s availability based on a formula of billed and unbilled accounts receivable as defined in the loan agreement.

On April 29, 2025, the Company’s subsidiary, Lyneer Staffing Solutions, LLC (“Lyneer”) entered into a Loan and Security Agreement (the “Loan Agreement”) with North Mill Capital, LLC (d/b/ SLR Business Credit (“SLR”)), providing for a $70 million (“Advance Limit”) senior secured revolving credit facility (the “New Revolving Credit Facility”). The Loan Agreement replaced Lyneer’s prior senior secured revolving credit facility provided by BMO. Lyneer’s previous lender entered into a term loan of $6,000,000 with IDC and Lyneer for IDC’s shortfall owed to BMO, plus a $1,000,000 exit fee. The $6,000,000 term loan and $1,000,000 exit fee are joint-and-several with IDC and is subject to IDC’s obligation under the Allocation Agreement with IDC discussed above. BMO also assumed 3,439,803 shares of Atlantic International Corp. previously owned by IDC as collateral for the new term loan. The Company incurred $188,351 in issuance costs and, according to ASC 470 – Debt, is deferring these costs and will amortize as an adjustment to interest expense over the remaining term using the effective interest method.

As of December 31, 2025, and December 31, 2024, the Company has recognized liability balances on the Revolver of $49,308,253, including $146,148 of unamortized deferred issuance costs and $42,508,379, including $0 of unamortized deferred issuance costs, respectively. Total available borrowing capacity on the Revolver as of December 31, 2025 was over-advanced by $422,756. The borrowing base calculation is based on Lyneer’s gross accounts receivable less the balance of ineligible balances (defined in the Loan Agreement).

42

Term Note

On August 31, 2021, Lyneer and IDC as co-borrowers entered into a Term Note in the amount of $30,300,000. The proceeds of this loan were primarily used to finance the acquisition of Lyneer by IDC in August 2021. The Term Note matures on February 28, 2026, at which time all outstanding balances are due and payable. There are no scheduled principal payments on the Term Note prior to its maturity date. The Term Note is subordinated to the Revolver and initially bore interest at the stated interest rate of 14% per annum, and currently has a default interest rate of 19%.

On August 12, 2024, the Company entered into the Tenth Amendment and with its lender, under which the lender, waived all existing events of default as of the date of the agreement and agreed to forbear from exercising its rights and remedies with respect to such events of default under the Term Note through September 30, 2024. Additionally, the Tenth Amendment revised the Initial Capital Raise milestone and the uplisting milestone dates were subsequently extended to September 30, 2025, or as agreed between the parties. The Tenth Amendment was superseded by the terms of the new Revolving Credit Facility.

On April 28, 2025, the Term Note lender foreclosed on certain amounts of IDC’s stock of Atlantic International Corp. See Note 8: Debt for further information.

The Term Note obligation is joint-and-several with IDC and is subject to IDC’s obligation under the Allocation Agreement discussed above; and as such, the Company deconsolidated its joint and several debt obligations as of the Merger date. See Note 8: Debt for further information.

Lyneer had recognized liability balances on the Term Note of $0 as of both December 31, 2025 and December 31, 2024. The Term Note is allegedly in default and the Company has sued the Term Note Lender. See Note 21: Subsequent Events for further discussion related to the SPP Term Note purported default.

Seller Notes

As part of the purchase price consideration for the Transaction, Lyneer and IDC as co-borrowers issued various Seller Notes to former owners in the aggregate principal amount of $15,750,000. Principal payments on the Seller Notes are due in quarterly installments of $1,575,000, and $3,150,000 is due at their amended maturity dates of April 30, 2024. The Seller Notes bear interest at an amended fixed rate of 11.25% per annum. The Seller Notes represent unsecured borrowings and are subordinated to the Revolver and to the Term Note.

Lyneer and IDC did not make the principal and interest payments due July 31, 2023 and October 31, 2023 and any subsequent dates on the Seller Notes as payments to any other debt holders were prohibited by the administrative agent of the lender under the previous lender and also the current Revolver. As provided in the inter-creditor agreement between SLR and the Seller Note holders, Lyneer is prevented from making payments and the Seller Note holders are prevented from accepting payments form Lyneer.

The Seller Note obligation is joint-and-several with IDC and is subject to IDC’s obligation under the Allocation Agreement discussed above; and as such, the Company deconsolidated its joint and several debt obligations as of the Merger date. See Note 8: Debt for further information.

Lyneer had recognized Seller Note liability balances of $0 for both December 31, 2025 and December 31, 2024. The Seller Notes are currently in default, but the note holders can take no action pursuant to the inter-creditor agreement with SLR.

Earnout Notes

As contingent consideration milestones are met in connection with the Transaction Agreement, Lyneer and IDC can elect to pay the milestone payments in cash or to issue notes payable. During 2022, Lyneer and IDC as co-borrowers issued nine promissory notes in the aggregate principal amount of $13,494,133. Payments on each of the Earnout Notes are due in quarterly installments through their amended maturity date of January 31, 2025 and each note bears an amended stated interest rate of 11.25% per annum. On January 16, 2024, Lyneer and IDC as co-borrowers issued six notes payable with an aggregate value of $6,941,521. Payments on each of the Earnout Notes were due in quarterly installments through their maturity date of January 16, 2026 and each note bears interest at a rate of 6.25% per annum. The Company missed the March 31, 2024 principal and interest payment and all subsequent payments and the interest rate increased to the default rate of 11.25%.

Payments to any other debt holders was prohibited by the administrative agent of the previous lender under the Revolver and the New Revolving Credit Facility. As provided in the inter-creditor agreement between SLR and the Earnout

43

Note holders, Lyneer is prevented from making payments and the Earnout Note holder are prevented from accepting payments from Lyneer.

The Earnout Notes obligation are joint-and-several with IDC and are subject to IDC’s obligation under the Allocation Agreement discussed above; and as such, the Company deconsolidated the Earnout Notes obligations as of the Merger date. See Note 8: Debt for further information.

The Earnout Note liability was $0 for both December 31, 2025 and December 31, 2024. The Earnout Notes are currently in default, but the note holders can take no action pursuant to the inter-creditor agreement with SLR.

2023 Amendment to Seller and Earnout Notes

Lyneer and IDC did not make the principal and interest payments due on the Seller Notes and the Earnout Notes during 2023 or the first six months of 2024. On May 14, 2023, Lyneer signed an amendment, dated as of May 11, 2023 (the “Omnibus Amendment”), to defer the missed payments under the Seller Notes and Earnout Notes until the amended maturity dates of such notes of April 30, 2024 and January 31, 2025, respectively. The Omnibus Amendment changed the interest rate of the Seller Notes and the Earnout Notes to 11.25% per annum from 6.25% per annum for all remaining payments.

On January 16, 2024, Lyneer and IDC signed an amendment to the Omnibus Agreement with the holders of the Seller Notes and the Earnout Notes to defer the missed July 31, 2023 and October 31, 2023 principal and interest payments, each in the amount of $1,575,000 plus accrued interest, together with the principal payment in the amount of $1,575,000 plus accrued interest that is payable on January 31, 2024, all of which were payable on February 28, 2024. Lyneer had not refinanced or restructured the credit facility and missed all payments of the Seller Notes and the Earnout Notes during 2024 and is currently in default of the Seller Notes and Earnout Notes, but the note holders can take no action pursuant to the inter-creditor agreement with SLR. The Seller Notes and the Earnout Notes are covered by the Allocation Agreement discussed above; and as such, the Company deconsolidated the Earnout Notes obligations as of the Merger date. See Note 8: Debt for further information.

Credit Agreement

As part of the Merger on June 18, 2024, the Company entered into a secured bridge loan (“Credit Agreement”), which was entered into on the same day, in the principal amount of $1,950,000 at an interest rate of 5% per annum. The Company has accrued interest of $152,208 included in “accrued expenses and other current liabilities” on the accompanying consolidated balance sheets as of December 31, 2025.The maturity date of the Credit Agreement was originally September 30, 2024. However, mandatory prepayments shall be made from the Initial Capital Raise, on the issuance of new debt or new equity interests, or upon a change of control. Conditions have not been met to make mandatory prepayments.

On July 22, 2024, the Company entered into an amendment to extend the maturity date of the Credit Agreement to June 18, 2026.

Promissory Note

From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with St. Laurent Investments LLC (“St. Laurent”) amounting to $1,375,000. The Promissory Notes had a one-year term, most recently extended through July 31, 2025 or a later date to be mutually agreed upon. The Promissory Notes bear interest accruing at the rate of 5% per annum, and increased to 10% for the period from August 1, 2024 through July 31, 2025. The Company has accrued interest of $220,161 included in “accrued expenses and other current liabilities” on the accompanying consolidated balance sheets as of December 31, 2025. On January 23, 2026, the Company and St. Laurent entered into a Confidential Settlement Agreement which satisfied the Promissory Notes in total. See Note 21: Subsequent Events for further information.

Merger Note

In connection with the closing of the Merger on June 18, 2024, we issued to IDC the Merger Note in the principal amount of $35,000,000 that originally matured on September 30, 2024. The Merger Note does not bear interest and is not convertible prior to an event of default under the Merger Note. If an event of default should occur under the Merger Note, the Merger Note will bear interest at the rate of 7% per annum commencing upon the date of such event of default and will be convertible into shares of our common stock at a price per share that equals the lowest daily volume weighted average price per share (VWAP) during the five trading days immediately preceding the date on which the applicable conversion

44

notice is delivered to us, but not less than 80% of the price per share in our Initial Capital Raise, provided, however, that the number of shares of our common stock issuable upon conversion of the Merger Note will not exceed 19.99% of the number of our outstanding shares of common stock without shareholder approval. As we do not currently believe we will have sufficient liquidity and capital resources to pay the Merger Note in full when due, as well as to restructure our joint and several debt obligations, we believe we will have to sell additional equity or debt securities prior to the maturity date of the Merger Note to pay or refinance the Merger Note when due. An event of default under the Merger Note may result in an additional event of default under the Revolver and our other indebtedness for borrowed funds.

On September 12, 2024 the Company entered into Amendment No 1 to the Convertible Promissory Note (“Amendment 1 to the Merger Note”) which extended the maturity date to the earlier of March 31, 2026 or the completion of at least a $40 million capital raise. Amendment 1 to the Merger Note was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $300,000 amendment fee and will amortize as an adjustment to interest expense over the remaining term using the effective interest method.

On April 29, 2025, the Company and IDC entered into an Amended and Restated Convertible Promissory Note which further extended the maturity date to the earlier of March 31, 2027 or the completion of at least a $40 million capital raise. Pursuant to the Amended and Restated Convertible Promissory Note, any amounts paid to BMO will be in satisfaction of this Note. The Company is offsetting the balance related to IDC that was remaining on the previous Revolver and rolled into the New Revolving Credit Facility. See Note 17: Related Party Transactions for IDC’s gross and net offsetting receivables amounts. Below is presented the calculation of the net liability of the Merger Note, excluding unamortized deferred issuance costs.

Gross Amount

Amount Offset

Net Amount on Consolidating Balance Sheet

Merger Note

$

34,882,666 

$

(6,056,385)

$

28,826,281 

As of December 31, 2025, and December 31, 2024, the Company has recognized liability balances on the Merger Note of $28,826,281, including $117,334 of unamortized deferred issuance costs and $34,755,435, including $244,565 of unamortized deferred issuance costs, respectively.

Factoring Agreements

During 2025, the Company entered into two agreements to sell future receivables which allows for the factoring of receivables.

•On October 1, 2025, the Company sold $3,150,000 of receivables and received cash proceeds of $2,500,000 less $50,000 in origination fees. The weekly payments are $62,500 and the imputed interest rate is 48.58%.

•On October 21, 2025, the Company sold $1,905,000 of receivables and received cash proceeds of $1,500,000 less $30,000 in origination fees. The weekly payments are $37,798 and the imputed interest rate is 50.61%.

These agreements also allow for a discounted repurchase price if the Company pays the cash proceeds back early.

As of December 31, 2025, and December 31, 2024, the Company has recognized liability balances on the factoring agreements of $3,205,506, including $60,939 of unamortized deferred issuance costs and $0, including $0 of unamortized deferred issuance costs, respectively.

Professional Employer Organization

Lyneer entered into an agreement with Employer’s HR, LLC, on February 19, 2018, to process the Company’s payroll. The initial term of the agreement was 3 years. The Fifth Amendment with the PEO, effective March 21, 2025, extended the term of the agreement through December 10, 2027. The Sixth Amendment with the PEO (“PEO Sixth Amendment”), effective September 29, 2025, prevented the Company from terminating the agreement until October 1, 2026, excepting any provisions related to default or breach. The PEO Sixth Amendment reduced the claims administration fee to $5,000 from $10,000 per workers’ compensation claim. The PEO charges a late payment charge of 1.5% per statement. Any unpaid balance is subject to a 1.5% per calendar month charge until paid in full. The Company is required to prepay collateral in the amount of one or up to two weeks estimated weekly payroll at the discretion of the PEO, which is fully refundable to the Company within 1 year of the date of the final statement. Total amount due to the PEO of $32,894,331 is included in “PEO liability and accrued interest” on the accompanying consolidated balance sheets as of December 31, 2025.

45

Interest Expense

Total interest expense is comprised of a cash and non-cash component as described in the debt arrangements above. The Company also incurred interest expense related to an agreement with the PEO as described above. Additionally, the Company entered into an agreement with Citibank, N.A. (“Citibank”) on March 5, 2019, whereby Citibank purchases specific receivables and pays the invoices at the discounted amount and the Company incurs a discount charge equal to the Secured Overnight Financing Rate plus 0.75% to process the payments. The discount charged ranged from 4.76% to 5.43% during 2025.

For the years ended December 31, 2025 and December 31, 2024 total interest expense totaled $9,164,495 and $12,004,860, respectively. Interest expense related to the PEO was $3,588,223 and $0 for the years ended December 31, 2025 and December 31, 2024, respectively. Total cash paid for interest for the years ended December 31, 2025 and December 31, 2024 totaled $4,776,722 and $6,926,853, respectively. Interest expense related to the discount charge was $646,634 and $1,093,680 for the years ended December 31, 2025 and December 31, 2024, respectively. The remaining portion of the interest expense was non-cash due to PIK interest, the change in values of the accrued interest liability and amortization of deferred financing costs.

Assessment of Liquidity Position

The Company has assessed its liquidity position as of December 31, 2025 and December 31, 2024. As of December 31, 2025 and December 31, 2024, the total committed resources available were as follows:

December 31,

2025

December 31,

2024

Cash and Cash Equivalents

$

81,134 

$

678,676 

Committed Liquidity Resources Over-advanced

(422,756)

(1,299,463)

Total Committed Resources Over-advanced

$

(341,622)

$

(620,787)

The Company closed on a new ABL lender facility on April 29, 2025, replacing its obligations under the previous Revolver, with an increased borrowing capacity of up to $70,000,000. The Company is still in process of compiling and filing consolidated financial statements of Circle8, which is a significant subsidiary of Atlantic following closing of the acquisition on January 23, 2026. The Company will continue to evaluate the provisions in Topic 205-40 in future filings upon completion of all acquisition accounting activities and filing of Circle8’s audited consolidated financial statements.

Refer To Note 3: Summary of Significant Accounting Policies, Liquidity.

Related Party Transactions

Transactions with Lyneer Management Holdings LLC (“LMH”)

LMH was a non-controlling member of the Company with a 10% ownership interest at December 31, 2023. LMH was 90% owned by Lyneer’s Chief Financial Officer, James Radvany, and its Chief Executive Officer, Todd McNulty, each of whom owned 44.5% of LMH.

Earnout Notes

On November 15, 2022, Lyneer and IDC as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of $5,127,218. The balance of the Year 1 Earnout Notes payable to LMH was $0 for both December 31, 2025 and December 31, 2024. On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with a total balance of $2,013,041. The balance of the Year 2 Earnout Notes payable to LMH was $0 for both December 31, 2025 and December 31, 2024. On the date of the Merger, the Company deconsolidated this debt. Refer to Note 8: Debt for additional information. The principal balance of the combined Earnout Notes payable to LMH was $0 for both December 31, 2025 and December 31, 2024. Interest expense incurred on the Earnout Notes to LMH totaled $0 and $292,996 for the years ended December 31, 2025 and 2024, respectively.

Put-Option

LMH had the right, but not the obligation to require IDC to purchase LMH’s 10% interest in the Company (the “LMH Put”). On February 28, 2024, LMH exercised its right to put the LMH Units to IDC and entered into a Put-Call Option

46

Note on April 17, 2024, in the amount of $10,796,912. While not formalized until April 17, 2024, the terms of the Put-Call Option Note were agreed to by all parties prior to March 31, 2024 and as such, the Company gave effect to the transaction as of March 31, 2024. The Put-Call Option Note provides that IDC would own one hundred percent (100%) of all the membership interests in Lyneer Investments and requires IDC to pay 50% of outstanding principal six months after issuance with the remaining 50% payable in six equal quarterly payments beginning on December 31, 2024 and continuing until the maturity date of June 30, 2026. The Put-Call Option Note provides for the acceleration of payment principal under certain conditions, including upon a change of control, as defined. The Put-Call Option Note bears interest at a stated annual interest rate of 5.25% which is payable quarterly in arrears commencing December 31, 2024. IDC may prepay the Put-Call Option Note at any time without premium or penalty. The Put-Call Option Note contains customary covenants.

As part of the consummation of the Merger on June 18, 2024, IDC paid $2,000,000 to LMH as a partial payment on the Put-Call Option Note. IDC is in default to LMH.

On June 18, 2024 as part of the Merger, LMH entered into a $6,000,000 guarantee agreement with the PEO, replacing and cancelling the $6,000,000 letter of credit previously held by the lenders of the previous Revolver. This obligation was terminated on December 31, 2024.

Transactions with IDC

Lyneer and IDC are co-borrowers and are jointly and severally liable for principal and interest payments under the previous Revolver, the Term Note, the Seller Notes and the Earnout Notes. In the case of certain of those obligations, IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from Lyneer. When interest or principal payments of that nature are made by IDC, Lyneer recognizes interest expense and a payable to IDC, which is removed from Lyneer’s balance sheet upon remittance of the funds to IDC.

As a result of the Merger, the Company was required to file short-term income tax returns for the periods of January 1, 2024 to June 18, 2024 and June 19, 2024 to December 31, 2024. For the first short-period, Lyneer and IDC filed consolidated income tax returns in certain states. In connection with this arrangement the Company recorded a liability payable to IDC for taxes payable by IDC which represented taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts were determined by calculating the Company’s taxable income multiplied by the applicable tax rate. Amounts payable to IDC of this nature amounted to $548,432 for both December 31, 2025 and December 31, 2024, and are included in “other receivables” and “due to related parties” on the accompanying consolidated balance sheets as of December 31, 2025, and December 31, 2024, respectively. For the second short-period ended December 31, 2024, Lyneer filed consolidated income tax returns with Atlantic International Corp.

Total amounts receivable from IDC, amounted to $1,369,833 as of December 31, 2025 and is included in “other assets” on the accompanying consolidated balance sheets. This consists of $500,000 related to the expenses paid by Lyneer for the balance remaining on the previous Revolver rolled into the New Revolving Credit Facility, $1,418,265 related to expenses incurred by IDC and paid by Lyneer and $548,432 payable to IDC for taxes payable. The total amounts payable to IDC amounted to $2,091,035 as of December 31, 2024 and is included in “due to related parties” on the accompanying consolidated balance sheets. This consists of $1,542,603 related to a payable to IDC for expenses they paid for Lyneer and $548,432 payable to IDC for taxes payable.

Pursuant to the Amended and Restated Convertible Promissory Note, any amounts paid to BMO will be in satisfaction of this Note. The Company is offsetting the balance related to IDC that was remaining on the previous Revolver and rolled into the New Revolving Credit Facility. See Note 8: Debt for the Company’s gross and net offsetting liability amounts. Below is presented the calculation of the net amount of the receivable from IDC included in “other assets” on the accompanying consolidated balance sheets.

Gross Amount

Amount Offset

Net Receivable from IDC included in “Other assets” on Consolidating Balance Sheet

Receivable from IDC included in “Other assets”

$

7,426,218 

$

(6,056,385)

$

1,369,833 

On June 18, 2024, the Company entered into a $35,000,000 Merger Note with IDC. See Note 8: Debt for further discussion. Additionally, IDC was issued 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate.

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On April 28, 2025, IDC was no longer considered a related party according to ASC Topic 850 — Related-party Disclosures.

Transactions with SPP Credit Advisors, LLC (“SPP”)

On June 18, 2024, the Company entered into a secured bridge loan (“Credit Agreement”) in the principal amount of $1,950,000 at an interest rate of 5% per annum. The maturity date of the Credit Agreement was originally September 30, 2024. However, mandatory prepayments shall be made from the Initial Capital Raise, on the issuance of new debt or new equity interests, or upon a change of control. Conditions have not been met to make mandatory prepayments.

On July 22, 2024, the Company entered into an amendment to extend the maturity date of the Credit Agreement to June 18, 2026.

Off Balance Sheet Arrangements

The Company did not have any off-balance sheet arrangements or any holdings in variable interest entities as of December 31, 2025. Any off-balance sheet arrangement of Circle8, which was acquired by Atlantic on January 23, 2026 will be reflected in the audited financial statements of Circle8 to be filed with the SEC on Form 8-K/A after the date of this report.

Critical Accounting Policies and Estimates

The preparation of Atlantic’s consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, accounts receivable, allowance for doubtful accounts, unbilled accounts receivable and intangible assets valuation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

Management believes the following critical accounting policies, among others, affect its more significant judgments and estimates used in the preparation of its consolidated financial statements.

Revenue Recognition

The Company derives its revenues from two service lines: temporary placement services and permanent placement and other services. Revenues are recognized when promised goods or services are delivered to customers in an amount that reflects the consideration with which Lyneer expects to be entitled in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of ASC Topic 606 — Revenue From Contracts with Customers (“ASC 606”), the Company performs the following five steps: (i) it identifies the contracts with a customer; (ii) it identifies the performance obligations in the contract; (iii) it determines the transaction price; (iv) it allocates the transaction price to the performance obligations in the contract; and (v) it recognizes revenue when (or as) the Company satisfies a performance obligation.

Temporary Placement Services Revenue

Temporary placement services revenue from contracts with customers are recognized in the amount which the Company has a right to invoice when the services are rendered by its engagement professionals. The Company invoices its customers for temporary placement services concurrently with each periodic payroll which coincides with the services provided. While all customers are invoiced weekly and payment terms vary, the majority of our customers have payments terms of 30 days; however the Company may extend to 150 days from the invoice date. Customers are assessed for credit worthiness upfront through a credit review, which is considered in establishing credit terms for individual customers. Revenues that have been recognized but not invoiced for temporary staffing customers are included in “unbilled accounts receivable” on the accompanying consolidated balance sheets and represent a contract asset under ASC 606. Terms of collection vary based on the customer; however, payment generally is due within 30 days.

Most engagement professionals placed on assignment by the Company are legally our employees while they are working on assignments. The Company pays all related costs of employment, including workers’ compensation insurance,

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state and federal unemployment taxes, social security, and certain fringe benefits. The Company assumes the risk of acceptability of its employees to its customers.

The Company records temporary placement services revenue on a gross basis as a principal, rather than on a net basis as an agent in the presentation of revenues and expenses. The Company has concluded that gross reporting is appropriate because it (i) has the risk of identifying and hiring qualified employees, (ii) has the discretion to select the employees and establish their price and duties, and (iii) bears the risk for services that are not fully paid for by customers.

Permanent Placement and Other Services Revenue

Permanent placement and other services revenue from contracts with customers are primarily recognized when employment candidates accept offers of permanent employment and begin work for the Company’s customers. Certain of the Company’s permanent placement contracts contain a 30-day guarantee period. The Company has a substantial history of estimating the financial impact of permanent placement candidates who do not remain with its clients through the 30-day guarantee period. In the event that a candidate voluntarily leaves or is terminated for cause prior to the completion of 30 days of employment, we will provide a replacement candidate at no additional cost, as long as the placement fee is paid within 30 days of the candidate’s start date. When required, the Company defers the recognition of revenue until a replacement candidate is found and hired, and any associated collected amount is recorded as a contract liability. Fees to clients are generally calculated as a percentage of the new employee’s annual compensation. No fees for permanent placement talent solutions services are charged to employment candidates, regardless of whether the candidate is placed.

Contract liabilities are recorded when cash payments are received or due in advance of performance and are reflected in accounts payable and accrued expenses on the accompanying consolidated balance sheets.

Intangible Assets

The Company’s identifiable intangible assets as of December 31, 2025 and December 31, 2024 consisted of customer relationships and tradenames and were initially recognized as a result of the Transaction and represent definite lived intangible assets. The Company does not currently have any indefinite lived intangible assets. Intangible assets are amortized using the straight-line method over their estimated useful lives.

In accordance with the accounting standard for the impairment or disposal of long-lived assets under ASC 360, our long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable (i.e., information indicates that an impairment might exist).

For long-lived assets to be held and used, the Company recognizes an impairment loss only if the carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between the carrying amount and fair value. For the years ended December 31, 2025 and December 31, 2024 no impairments were recognized on our intangible assets.

Income Taxes

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company assesses, on a quarterly basis, the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC Topic 740 — Income Taxes (“ASC 740”). ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. The assessment considers all available positive or negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.

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