What changed in this filing

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Item 1. Business

2026-04-15 compared with 2025-03-28 · 148 added, 54 removed, 138 unchanged (59% of the section changed)

Atlantic was formed in Delaware on October 6, 2022 as a special purpose vehicle to acquire control of a publicly-traded company.

On June 18, 2024 Atlantic completed the acquisition (the “Merger”) of Lyneer Investments LLC and its operating subsidiaries, including Lyneer Staffing Solutions, LLC (collectively, “Lyneer”) and its business operations, which became the principal business operations of our company.

On June 18, 2024, Atlantic International Corp (“Atlantic” or the “Company”) completed the acquisition (the “Merger”) of Lyneer Investments LLC and its operating subsidiaries, including Lyneer Staffing Solutions, LLC (collectively, “Lyneer”) and its business operations, which became the principal business operations of our Company.

Pursuant to the terms of the Merger, the Company changed its name from SeqLL Inc., to Atlantic International Corp, and its trading symbol to ATLN.

Atlantic is a leading provider of strategic staffing and workforce solutions.

Through its subsidiary, Lyneer delivers comprehensive staffing services across food production, manufacturing, and logistics sectors nationwide.

With the addition of Circle8 Group (“Circle8”) on January 23, 2026, Atlantic extended its capabilities into specialized high-growth IT and technology staffing capabilities across Europe, complementing Atlantic’s North American industrial staffing operations.

Circle8 is a European IT-technology talent and consulting enablement platform that provides specialized workforce solutions to enterprises, technology companies, financial institutions, and public-sector organizations.

Circle8 focuses on sourcing, deploying, and managing highly skilled professionals in information technology and related digital disciplines.

Circle8 is one of the fastest-growing IT and technology staffing companies, operating across Europe through a portfolio of specialized brands.

Circle8 manages over 16,000 technology professionals and specializes in software development, data analytics cybersecurity, project management, and emerging technologies.

Circle8 is founder-led and will continue to be led by Mr.

Guus Franke who joined Atlantic’s Board of Directors as Executive Chairman.

The management team of Atlantic has over 200 combined years of specific corporate management and investment banking experience.

Atlantic’s management has developed long-standing relationships in the institutional investment arena to raise capital for publicly-listed entities to expand and up-list to a national securities exchange.

This has, in turn, created liquidity and higher valuations for these previous companies.

On the Merger date, our corporate headquarters became located at 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632.

Our main telephone number at that address will be (201) 899-4470, and our website address is www.atlantic-internationl.com.

Atlantic’s management has developed long-standing relationships in the staffing industry as well as the institutional investment arena to raise capital for publicly-listed entities to expand.

Our corporate headquarters are located at 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632.

Our main telephone number at that address is (201) 899-4470, and our website address is www.atlantic-international.com.

Business Model and Acquisition Strategy

Atlantic is a high-growth U.S.-based outsourced services and workforce solutions company with management who have a more than 25-year operating record.

Based on their knowledge of the industry, Atlantic’s management believes that through its mergers and acquisitions strategy, Atlantic expects to build a global staffing organization that redefines the way companies grow professional teams.

Its mission is to leverage new technologies and business partnerships to create streamlined hiring processes that resolve the challenges of modern-day employment economics.

Accordingly, Atlantic is actively engaged in discussions and negotiations with multiple acquisition targets that complement Atlantic’s core business strategy.

In addition, Atlantic’s strategic direction will be enhanced by a program that will extend Lyneer’s breadth of services to its broad national reach in a number of complementary areas.

Atlantic has identified and is focusing on a number of high-demand fields, in particular, the medical, legal and financial services fields.

Atlantic is in the process of investigating a number of opportunities for acquisitions of staffing companies that operate in these identified sectors.

Atlantic’s corporate acquisition strategy is premised on the seamless consolidation and integration of technology and back-office infrastructure, coupled with performance improvements and value creation.

Its core thesis is designed to assist its client companies in the transformation of stagnation into growth to achieve sustainable results through their most important asset:

Atlantic is a high-growth U.S.-based outsourced services and workforce solutions company with management who have more than a 28-year operating record.

Based on their knowledge of the industry, and through its mergers and acquisitions strategy, Atlantic is building a global staffing organization that redefines the way companies grow professional teams.

Our mission is to leverage new technologies and business partnerships to create streamlined hiring processes that resolve the challenges of modern-day employment economics.

Atlantic’s corporate acquisition strategy is designed to assist its client companies in the transformation of stagnation into growth to achieve sustainable results through their most important asset:

Atlantic’s goal is to create a business designed to deliver to its clients targeted industry talent at speed and scale while also growing the pool of in-demand talent for this same constituency.

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The current climate of industry fragmentation and overall economic uncertainty create a moment that Atlantic believes is ripe for strategic consolidation.

Atlantic intends to aggressively engage in this “M&A” strategy and to take advantage of the synergies and opportunities created by this congruence of events.

By advantageously augmenting Lyneer’s existing significant capabilities through acquisition, Atlantic believes Lyneer will create material margin improvement.

Moreover, Atlantic has commenced implementation of a detailed acquisition strategy that it believes will rapidly accelerate its growth, thus increasing and maximizing shareholder value.

Atlantic plans to pursue “cornerstone acquisitions” and is focusing on targets with robust profits, diverse client bases, large national/large regional coverage in contract/permanent staffing, executive search, recruitment process, and outsourcing.

In order to meet its “cornerstone acquisition” criterion, a company is expected to have over $50,000,000 in revenue and EBITDA margins of no less than 10%.

In addition, Atlantic plans to pursue “tuck-in” acquisitions with a focus on acquiring high-margin niche staffing companies that can benefit from the synergies of a larger organization with increased penetration.

Under its “tuck-in” program, Atlantic intends to acquire smaller profitable companies in business segments consistent with its larger anchor organizations.

Atlantic plans to integrate companies and maximize synergies and economics to improve sales and lower operating costs, while, at the same time, continuing to focus and expand on its acquisition strategy of high-margin profitable outsourced services and workforce solution providers.

Atlantic currently is in discussions and negotiations with multiple prospects and any such acquisitions are subject to the completion of due diligence and the negotiation and execution of final agreements.

These prospects are representative of the types of companies and verticals that Atlantic is actively pursuing and underscore the opportunity for Atlantic to expand its footprint in lucrative markets with great demand for professionals and skilled workforce.

Atlantic believes that the need for these services in these markets is becoming acute.

Atlantic also believes that it is well positioned to execute on its acquisition plan.

Should the proposed acquisitions be consummated, Atlantic will greatly increase its capabilities in the prime financial services and thriving healthcare support services vertical.

Staffing 360 Acquisition

On November 1, 2024, as amended on January 7, 2025, Atlantic, Staffing 360 Solutions, Inc.

a Delaware corporation (“STAF”), and A36 Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of the Company entered into an Agreement and Plan of Merger (the “Staffing 360 Merger Agreement”), pursuant to which Merger Sub would merge with and into STAF, with STAF surviving as a wholly-owned subsidiary of the Company (the “Staffing 360 Merger”).

Subject to the terms and conditions of the Staffing 360 Merger Agreement, upon completion of the Staffing 360 Merger, Atlantic would acquire all outstanding shares of STAF’s common stock.

On February 26, 2025, Atlantic sent a notice of termination to STAF pursuant to the terms and conditions of the Staffing 360 Merger Agreement.

The Staffing 360 Merger agreement required STAF to execute and/or deliver:

“a signed agreement between the Internal Revenue Service and Company [i.e., STAF] concerning the terms of settlement mutually agreeable to Atlantic ” (Emphasis Added).

Without the Company’s knowledge, STAF entered into agreements with the Internal Revenue Service that were not agreeable to Atlantic.

STAF materially failed to satisfy the terms of the Staffing 360 Merger Agreement and has done so in a manner that cannot be cured.

Accordingly, this was a material breach of the covenant and agreement set forth in the Staffing 360 Merger Agreement to deliver:

“a signed agreement between the Internal Revenue Service and Company (i.e., STAF) concerning the terms of settlement mutually agreeable to Atlantic.”

Finally, STAF has failed to demonstrate compliance under the Staffing 360 Merger Agreement, namely to (i) operate the Business in the ordinary course in all material respects and (ii) use commercially reasonable efforts to preserve intact the business organization, assets, properties and material business relations of STAF, both as reflected by STAF’s failure to satisfy its obligations and maintain its material business relations, among other reasons.

Atlantic’s acquisition of Circle8 demonstrated its strategic rationale, as follows:

• Diversification of revenue and end markets, balancing industrial staffing with higher-margin, higher-growth IT and technology talent solutions;

• Expanded multinational customer coverage, enabling cross-regional workforce support for global enterprises;

• Enhanced scale and operating leverage, supporting long-term margin expansion and cash flow generation;

• Increased revenue visibility, driven by long-term government contracts and blue-chip enterprise customers;

• Platform for disciplined future growth, leveraging Circle8's completed acquisition phase and transition to operational excellence.

Lyneer Staffing Solutions Operations

Lyneer, through its operating subsidiaries, primarily Lyneer Staffing Solutions, is a national strategic staffing firm servicing the commercial, professional, finance, direct placement, and managed service provider verticals.

The firm was formed under the principles of honesty and integrity, and with the view of becoming the preferred outside employer of choice.

Since its formation in Lyneer has grown from a regional operation to a national staffing firm with offices and geographic reach across the United States.

Since its formation Lyneer has grown from a regional operation to a national staffing firm with offices and geographic reach across the United States.

Lyneer’s management believes, based on their knowledge of the industry, that Lyneer is one of the prominent and leading staffing firms in the ever-evolving staffing industry.

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With a focus on integrity, transparency and customer service and a commitment to results over a 28-year period, management believes Lyneer has earned a reputation as one of the premier workforce solutions partners in the United States.

National Presence

Nation-wide Support

Lyneer By the Numbers:

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At Lyneer, management understands that finding the perfect candidate starts before the job requisition even comes in.

Lyneer employs the strategy of proactive recruitment to build a pipeline of pre-vetted candidates for order fulfilment.

Lyneer employs the strategy of proactive recruitment to build a pipeline of pre-vetted candidates for order fulfillment.

Lyneer’s client mix consists of both small- and medium-size businesses, and large national and multinational client relationships.

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Customers are assessed for credit worthiness at the commencement of an engagement 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 Lyneer’s consolidated balance sheets and represent a contract asset under Accounting Standards Codification (“ASC”) Topic 606 — Revenue From Contracts with Customers (“ASC 606”).

Terms of collection vary based on the customer;

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Temporary Placement

This model offers staffing services in its most basic form while providing Lyneer’s clients with the in-depth knowledge Lyneer brings to the process and its deep breath of candidates.

This model offers staffing services in its most basic form while providing Lyneer’s clients with the in-depth knowledge Lyneer brings to the process and its deep breadth of candidates.

These engagements are usually definitive in time and generally do not exceed a year in engagement.

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Lyneer’s team represents a broad range of skilled professional candidates that Lyneer can call upon to fill the needs of its clients.

Lyneer’s recruiters use their years of experience, instinct and industry expertise to make sure the correct candidate is selected for the right position.

Lyneer’s recruiters use their years of experience, instinct and industry expertise to make sure the correct

candidate is selected for the right position.

Lyneer acts as a trusted consultant assisting with recruiting, screening and placing candidates and then monitoring their progress and the client’s satisfaction to ensure that the candidates perform at the highest level.

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Market Conditions and Opportunity

Start-up costs for an outsourced services and workforce solutions company are very low.

Start-up costs for an outsourced services and workforce solutions company are very low as costs associated with facilities and work locations are with the clients.

Individual offices can be profitable, but consolidation is driven mainly by the opportunity for large agencies to develop national relationships with big customers.

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Lyneer’s management believes the trends of outsourcing entire departments and dependence on temporary and leased workers will expand opportunities for outsourced services companies.

Taking advantage of their expertise in assessing worker capabilities, some companies manage their clients’ entire human resource functions.

Taking advantage of their expertise in assessing

worker capabilities, some companies manage their clients’ entire human resource functions.

Human resources outsourcing may include management of payroll, tax filings, and benefit administration services.

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AI and other technologies help reduce recruitment times by leveraging automation for certain aspects of the job search process.

Lyneer has one client that represented approximately 16% of both Lyneer’s 2024 and 2023 revenues.

Circle8 Group Operations

Circle8 Group B.V.

(“Circle8”) is a company formed in 1987, under the laws of the Netherlands.

Until its acquisition by Atlantic on January 23, 2026, Circle8 was owned by Axiom Partners GmbH (“Axiom”), which, in turn, is 100% owned

Franke became Executive Chairman of the Board upon the completion of the Acquisition (described below).

Circle8’s specialized workplace solutions support organizations that require specialized technology capabilities to design, build, operate, and secure digital systems and digital infrastructure.

Circle8 operates through a portfolio of operating companies and brands that provide staffing, recruitment, and consulting-related services focused primarily on technology professionals.

Circle8 delivers services through a range of workforce solutions, including temporary staffing, contract staffing, payrolling services, permanent placement, consulting enablement, and managed workforce programs.

Circle8’s clients include both private-sector enterprises and public-sector institutions that rely on specialized technology talent to support digital transformation initiatives and the ongoing operation of mission-critical IT systems.

Circle8 generates the substantial majority of its revenue from the placement of technology professionals on temporary and contract assignments, where it bills clients based on hourly or daily rates for services performed.

Circle8 provides workforce solutions and consulting enablement services focused on technology professionals on temporary and contract assignments.

These services provide clients with flexible access to specialized technical expertise.

These professionals support client organizations in areas such as software development, cybersecurity operations, cloud infrastructure implementation, enterprise system integration, and data engineering.

Assignments may range from short-term capacity support to multi-year technology transformation programs.

Professionals may be engaged either as employees of Circle8 or as independent contractors depending on local regulatory requirements and market practices.

Revenue from these services is generally generated through hourly or daily bill rates charged to clients for services performed by professionals placed with those clients.

Circle8 provides payrolling services in which professionals identified or recruited by the client are formally employed by Circle8.

In this model, Circle8 acts as the legal employer responsible for payroll administration, tax withholding, statutory contributions, and compliance with local labor regulations.

The professional performs services directly for the client while Circle8 charges the client a service fee in addition to salary and employment costs.

Circle8 provides recruitment services to clients seeking to hire technology professionals into permanent positions.

Circle8 identifies and evaluates candidates on behalf of the client and earns placement fees upon successful hiring.

Circle8 supports complex technology transformation initiatives by providing teams of specialized professionals who assist clients in the execution of large-scale IT programs.

These engagements may include project managers, cybersecurity specialists, solution architects, cloud engineers, and data professionals.

Circle8 participates in structured workforce programs and procurement frameworks that allow enterprise and public-sector clients to access specialized technology talent through vendor management systems and framework agreements.

Circle8 derives the majority of its revenue from time-based billing arrangements associated with temporary and contract staffing services.

Under these arrangements, Circle8 bills clients based on hourly or daily rates for the services performed by technology professionals.

In payrolling arrangements, Circle8 invoices clients for the cost of wages, statutory employment charges, and an additional service margin.

Permanent placement revenue is typically recognized upon successful placement of a candidate with a client.

Markets and Clients

Lyneer has one client that represented approximately 16% of Lyneer’s 2024 revenues.

The client’s contract with Lyneer consists of a master service agreement (“MSA”) for temporary employee services with various customer locations entering into separate service annexes.

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One customer comprises 8% of total services revenues in 2025, but that customer has several contracts within federal, state and local governments and no one such contract represented more than 5.0% percent of its total service revenues in 2025.

Circle8 serves clients across industries that rely on advanced technology capabilities, including:

• financial services

• technology and telecommunications

• government and public sector

• healthcare and life sciences

• energy and infrastructure

• consumer and industrial sectors

A significant portion of Circle8’s services support digital transformation initiatives, cybersecurity operations, and modernization of enterprise technology platforms.

Circle8 provides services to both private-sector organizations and public-sector institutions through procurement frameworks and technology service agreements.

Circle8 has two clients that represented approximately 12.5% and 10.2% of Circle8’s revenues in 2025 and one client that represented approximately 10.9% of Circle 8’s revenues in 2024.

The contract with these clients expires on November 30, 2027, and February 14, 2028.

Lyneer competes in the employment services industry by offering a broad range of services, including permanent, temporary and contract recruitment, project-based workforce solutions, assessment and selection, training, career and talent management, managed service solutions, outsourcing, consulting and professional services.

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The largest publicly owned companies specializing in recruitment services are The Adecco Group and Randstad.

Lyneer also competes against a variety of regional or specialized companies such as Recruit Holdings, Allegis Group, Kelly Services, Manpower, Robert Half, Kforce, PageGroup, Korn/Ferry International and Alexander Mann.

Lyneer also competes against a variety of regional or specialized companies such as Allegis Group, Kelly Services, Manpower, Robert Half, Kforce, PageGroup, Korn/Ferry International and Alexander Mann.

It is a highly competitive industry, reflecting several trends in the global marketplace such as the increasing demand for skilled people, employers’ desire for more flexible working models and consolidation among clients and in the employment services industry itself.

The workforce solutions market is highly competitive and fragmented.

Circle8 competes with:

• global staffing firms

• regional recruitment companies

• specialized technology consulting firms

• boutique technology staffing providers

Competition is based on factors such as access to qualified professionals, speed of delivery, industry expertise, reputation, client relationships, and pricing.

Circle8 believes its specialization in technology talent and its network of operating companies provide competitive advantages in identifying and deploying scarce technical expertise.

Circle8’s global competitors include The Adecco Group and Randstad.

In addition, Circle 8 competes with specialized staffing and workforce solutions firms such as Robert Walters, SThree, HeadFirst Group, PRO Unlimited, and K2 Partnering Solutions.

Government Regulations

Lyneer’s operations are subject to regulations by various federal, state, local and independent governing bodies, including, but not limited to, (a) licensing and registration requirements and (b) regulation of the employer/employee relationship, such as worker classification regulations (e.g., exempt/non-exempt classifications), wage and hour regulations, tax withholding and reporting, immigration regulations, social security and other retirement, anti-discrimination, and employee benefits and workers’ compensation regulations.

Lyneer’s operations could be impacted by legislative changes by these bodies, particularly with respect to provisions relating to payroll and benefits, tax and accounting, employment,

worker classification and data privacy.

Lyneer’s operations could be impacted by legislative changes by these bodies, particularly with respect to provisions relating to payroll and benefits, tax and accounting, employment, worker classification and data privacy.

Due to the complex regulatory environment that Lyneer operates in, Lyneer remains focused on compliance with governmental and professional organizations’ regulations.

For more discussion of the potential impact that the regulatory environment could have on its financial results, refer to Item 1A — Risk Factors below for further information.

Lyneer maintains a number of registered trademarks, trade names and service marks in the United States.

Circle8 operates in multiple jurisdictions and is subject to labor, employment, tax, and regulatory requirements governing staffing and recruitment activities.

These regulations may include rules related to worker classification, contractor engagement, payroll administration, tax withholding, and social security contributions.

Circle8 maintains

internal compliance procedures designed to ensure adherence to applicable laws and regulations in the jurisdictions in which it operates.

Demand for staffing services may fluctuate based on economic conditions, client budgeting cycles, and project timing.

However, Lyneer and Circle8 have historically experienced relatively stable demand due to the ongoing need for specialized technology expertise across industries.

Lyneer and Circle8 maintain a number of registered trademarks, trade names and service marks in the United States and Europe, respectively.

Lyneer believes that many of these marks and trade names, including Lyneer Staffing Solutions, Lyneer and Lyneer International have significant value and are materially important to its business.

In addition, Lyneer maintains other intangible property rights.

Circle8 believes that its trademark and trade names, including Swisslinx and Seven Stars have significant value and are materially important to its business.

Lyneer had approximately 300 full-time internal staff as of December 31, 2025.

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None of Lyneer’s employees is subject to a collective bargaining agreement or an employment agreement other than senior management or as required by applicable law.

As described under Part III, Item 11 — E xecutive Compensation — Employment and Consulting Agreements , certain executives and key employees have executed employment and consulting agreements with Lyneer.

As described under Item 11 — Executive Compensation — Employment and Board Service Agreements with Guus Franke , certain executives and key employees have executed employment and board service agreements with the Company.

As of December 31, 2025, Circle8 provided access to approximately 16,000 professionals deployed across its client network.

These professionals possess specialized expertise in areas including software development, cloud computing, cybersecurity, data engineering, enterprise architecture, and IT infrastructure management.Circle8’s recruitment capabilities are focused on identifying scarce technology expertise and deploying professionals rapidly into client environments where specialized technical capabilities are required.

As a workforce solutions provider, Circle8’s ability to attract, retain, and deploy highly skilled technology professionals is critical to its business model.

Circle8 employs recruitment specialists and operational personnel across its operating companies and maintains relationships with a large network of independent professionals.

Circle8 focuses on building long-term relationships with technology professionals and providing opportunities to work on complex digital transformation programs across a range of industries.

Circle8 primarily operates in Europe, with significant operations in the Netherlands, Belgium, Luxembourg, Switzerland, and Germany, as well as activities in other European markets.

Circle8 supports multinational clients operating across multiple jurisdictions and regularly deploys professionals in cross-border assignments within Europe.

Circle8 Acquisition Agreement

On January 23, 2026, (the “Circle8 Closing Date”), Atlantic International Corp.

(“Atlantic” or the “Company”), completed the acquisition (the “Acquisition”) of Circle8 Group B.V.

(“Circle8”), a company organized under the laws of the Netherlands, pursuant to the terms of the Acquisition Agreement, dated January 22, 2026 (the “Acquisition Agreement”), by and among the Company, Axiom Partners GmbH (“Axiom”) and Circle8.

Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to such terms in the Acquisition Agreement, a copy of which has been filed with the SEC on Form 8-K filed on January 28, 2026.

Atlantic acquired 100% of the equity of Circle8 from Axiom.

Atlantic will be the accounting acquirer for this transaction.

The acquisition will be accounted for as a business combination using the acquisition method of accounting under ASC 805.

The accounting impact of the Acquisition and the results of operations for Circle8 will be included in our consolidated financial statements beginning in the first quarter of 2026.

The allocation of the purchase price to the fair value of the assets acquired and liabilities assumed has not been completed at this time.

The measurement period for purchase price allocation will end no later than twelve months after the acquisition date.

The aggregate consideration delivered to Axiom (the “Purchase Price”) for the Circle8 equity was delivered as follows:

(a) Atlantic issued to Guus Franke (or his assignees) 12,516,070 shares of common stock (an acquisition date fair value of $48.3 million based on the Company’s closing share price of $3.86 as of January 23.

2026), par value $0.00001 per share (“Common Stock”) equal to 19.99% of the issued and outstanding shares of Common Stock as of 12:01 a.m.

on the Circle8 Closing Date (the “Initial Share Consideration”) in compliance with Nasdaq Listing Rule 5635;

(b) Atlantic issued a convertible promissory note (the “Convertible Note”) to Axiom in the principal amount of $161,961,751.20 convertible into an aggregate of 53,291,744 shares of Common Stock equal to (i) 65,807,814 shares of Common Stock on a Fully Diluted Basis minus (ii) the 19.99% shares (12,516,070) of Common Stock issued to Mr.

Franke as Initial Share Consideration (the “Convertible Note Consideration”).

The 53,291,744 shares of Common Stock is equal to (i) 65,807,814 shares of Common Stock on a Fully Diluted Basis minus (ii) the 19.99% shares (12,516,070) of Common Stock issued to Mr.

Franke as Initial Share Consideration (the “Convertible Note Consideration”).

The Convertible Note will automatically convert into common shares of the Company upon the approval of the issuance of the shares by the shareholders of the Company.

(c) Additionally, Axiom shall be entitled to an additional bonus (an earnout) of US $2.5 million based on revenue metrics.

In addition to the Purchase Price, Atlantic shall pay to Axiom a one-time Profit Payment equal to the net profit of Circle8 Group Financial Statements for the year ended December 31, 2025.

The Profit Payment shall be paid the earlier of:

(i) when there is sufficient funds for Atlantic to pay as determined in good faith by Axiom and Atlantic or (ii) three years from the Circle8 Closing Date.

(d) Atlantic settled certain seller-side acquisition-related costs on behalf of Axiom through the issuance of 4,000,000 shares of Atlantic Common Stock, valued at $15.4 million based on Atlantic's closing stock price of $3.86 per share on the acquisition date, to Axiom's financial advisor.

In addition, in the event there is a forced conversion of the Convertible Promissory Note issued on June 18, 2024, as amended, to IDC Technologies, Inc.

(“IDC”) (as assigned), Atlantic shall increase the number of shares issued to Mr.

Franke (or his assignees) as necessary, so that Mr.

Franke shall receive the Convertible Note Consideration taking into account any shares issued under the Convertible Promissory Note as if the shares were issued prior to the Circle8 Closing Date upon the same formula used to determine the Convertible Note Consideration .

The Acquisition Agreement provides that if Circle8 Group records revenue greater than €600 million for calendar year 2026, Axiom shall be entitled to an additional bonus (an earnout) of US $2.5 million.

In addition to the Purchase Price, Atlantic shall pay to Axiom a one-time Profit Payment equal to the net profit of Circle8 Group Financial Statements for the year ended December 31, 2025.

The Profit Payment shall be paid the earlier of:

(i) when there is sufficient funds for Atlantic to pay as determined in good faith by Axiom and Atlantic or (ii) three years from the Circle8 Closing Date.

The Acquisition Agreement provides that the parties shall prepare and file with the Securities and Exchange Commission (the “SEC”) within five (5) Business Days of receipt of all required Circle8 Group Financial Statements, a proxy statement for the solicitation of proxies from Atlantic stockholders for the matters to be voted upon at the Atlantic Stockholders Special Meeting in connection with the conversion of the Convertible Note into Convertible Note Consideration in compliance with Nasdaq Listing Rule 5635 (the “Proxy Statement”).

Atlantic has obtained duly executed voting and support agreements (the “Voting Agreements”) concurrently with the execution of the Acquisition Agreement, from members of Atlantic’s Management, directors and certain of its consultants (and assignees) pursuant to which they agreed to, among other things, vote (or cause to be voted) at the Atlantic Stockholders Special Meeting, all of their shares of Atlantic Common Stock in favor of (1) approval of the Convertible Note Consideration and any additional shares acquired;

(2) the transactions contemplated by the Acquisition Agreement and any ancillary agreement, and (3) approval of any proposal to adjourn the Special Meeting to a later date.

Such Voting Agreements represent a sufficient number of shares to obtain the required quorum for the Special Meeting.

After the signing of the Acquisition Agreement, Atlantic obtained duly executed Voting Agreements from stockholders representing (together with the stockholders who previously executed Voting Agreements) at least a majority of the issued and outstanding Common Stock as of the Circle8 Closing Date.

The Acquisition Agreement provides for a clawback in the amount equal to up to the lesser of (i) ten percent (10%) of the Conversion Shares, which may be zero, and (ii) three percent (3%) of the issued and outstanding shares of Atlantic Common Stock at the time of the adjustment during the 12 month period from the Circle 8 Closing Date, for a material Breach of certain representations or warranties made by Axiom or Circle8;

a Breach of any representation or warranty made by Axiom or Circle8 regarding Circle8 in the Acquisition Agreement which would have a Material Adverse Effect upon the business or financial condition of Atlantic taken as a whole;

a Breach of any covenant or obligation of Axiom or Circle8 in the Acquisition Agreement to be performed prior to Closing which would have a Material Adverse Effect upon the business or financial condition of Atlantic taken as a whole, a material Breach of any covenant or obligation of Axiom

or Circle8 in the Acquisition Agreement or the Ancillary Documents to be performed at or after Closing, or an act of Fraud that has a Material Adverse Effect upon the business or financial condition of Atlantic taken as a whole and which is confirmed by a final unappealable judgment.

Atlantic agreed to indemnify Axiom and Circle8 from any Damages based upon the same conditions stated above for Axiom and Circle8.

In connection to the Acquisition, Axiom will cause Atlantic to file with the SEC an initial registration statement on Form S-3 within ten (10) Business Days after the date on which Atlantic has received all required Circle8 Group Financial Statements concerning resale of all shares received under the Initial Shares Agreement;

and a Second Tranche Registration Statement concerning the Conversion Shares or Contingent Share Consideration.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business