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Item 1A. Risk Factors

2026-04-15 compared with 2025-03-28 · 345 added, 123 removed, 317 unchanged (60% of the section changed)

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Our business prospects, financial condition or results of operations could be adversely affected by any of the following risks.

RISK FACTOR SUMMARY

Our business is subject to numerous risks and uncertainties, These risks include, but are not limited to the following:

Risks Related to Lyneer’s Business

• Lyneer has a significant amount of debt obligations and its failure to restructure or pay such obligations when due could have a material adverse impact on Lyneer’s financial condition and long-term viability.

Furthermore, Lyneer had been in default under its principal credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could also have a material adverse impact on Lyneer’s financial condition and long-term viability.

• Lyneer operates in an intensely competitive and rapidly changing business environment, and there is a substantial risk that its services could become obsolete or uncompetitive.

• Lyneer is a party to debt instruments which contain covenants that could limit its financing options and liquidity position, which would limit its ability to grow its business.

Lyneer’s failure to comply with the restrictions in these debt instruments could result in events of default, which, if not cured or waived, could result in Lyneer being required to repay these borrowings before their due date.

• Lyneer’s customers can terminate their agreements at any time, making Lyneer particularly vulnerable to a significant decrease in revenue within a short period of time that could be difficult to quickly replace.

• The Company and Lyneer are parties to litigation with their former lender that could force the Company to repay indebtedness to its former lender which would have a material adverse effect on the Company.

• The Company’s audited financial statements have been prepared with a going concern qualification.

Risks Related to Circle8’s Business

• As a staffing company, Circle8 is prone to cash flow imbalances.

If it is unable to satisfy those needs from cash generated from its operations or borrowings under its debt instruments, upon mutual agreement we will be required to fund such shortfall.

• Circle8’s clients come from a variety of enterprises and their needs may change rapidly as their businesses and industries evolve.

• The worldwide employment services industry is highly competitive with limited barriers to entry into many markets, which could limit our ability to maintain or increase our market share or profitability.

• Circle8’s international operations subject us to numerous risks outside of our control, including risks arising from political unrest, military conflicts, natural disasters, severe weather conditions, and global health emergencies.

• Foreign currency fluctuations, changes in tax rates, adoption of new international tax legislation or tax audits that could result in additional income tax liabilities may have a material adverse effect on our operating results.

• New laws and government regulations, including labor and employment laws, privacy laws, antibribery and corruption laws may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements which may negative affect our future earnings.

General Risks Affecting Our Combined Business

• We have been and may be exposed to employment-related claims and losses, including class action lawsuits that could have a material adverse effect on our business.

• Our growth strategy and our expansion and acquisition strategy may not be executed effectively.

Following the acquisition of Circle8, we have not reached any definitive agreement with any acquisition targets, and we cannot assure you that we will consummate any future acquisition on favorable terms or at all.

• Cybersecurity risks may impact our business, and any improper disclosure or loss of sensitive or confidential company, employee, associate or customer data could damage our business operations and expose us to liability, which would cause our business and reputation to suffer.

• We are subject to certain U.S.

and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations.

We can face serious consequences for violations.

• Each of Atlantic and Circle8 have incurred significant costs in connection with the Acquisition.

The Purchase Price under the Acquisition Agreement is not adjustable based on the market price of Atlantic Common Stock, so the Share Consolidation received by Axiom may have a greater or lesser value than at the time the Acquisition Agreement was signed.

Risks Related to Ownership of Our Common Stock

• The market price of our Common Stock may be highly volatile, and you could lose all or part of your investment.

• We may be subject to securities litigation, which is expensive and could divert our management’s attention.

• We are an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

• Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

• We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

An investment in our securities involves risks and uncertainties.

In addition to the other information in this Annual Report on Form 10-K, you should consider carefully the factors set forth below.

We seek to identify, manage, and mitigate risks to our business, but risks and uncertainties are difficult to predict and many are outside of our control and therefore cannot be eliminated.

You should be aware that it is not possible to predict or identify all of these factors and that the following is not meant to be a complete discussion of all potential risks or uncertainties.

If known or unknown risks or uncertainties materialize, our business, results of operations, or financial condition could be adversely affected, potentially in a material way, which could adversely affect our business, results of operations, or financial condition.

Risks Related to Lyneer’s Business

While Lyneer’s historical financial statements report net losses primarily as a result of its accounting for its acquisition by IDC in August 2021 and in 2025 for transaction costs in connection with the Merger, there can be no assurance of profitability post-Merger.

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The loss for the year ended December 31, 2025, resulted primarily from:

(i) selling, general and administrative costs of $45,441,659 due primarily to higher transaction costs related to the Merger, (ii) $43,000,000 of stock based compensation paid to the stockholders of Atlantic Acquisition Corp.

for advisory services in connection with the Merger and (iii) $52,047,957 related to a potential settlement for legacy stockholders and stock compensation expense related to third parties as advisors to the Company.

(i) selling, general and administrative costs of $64,021,052 due primarily to higher stock compensation expense.

There can be no assurance that Lyneer will operate profitably in the future.

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At December 31, 2025, such indebtedness totaled approximately $70,373,516.

The joint indebtedness of Lyneer and IDC is made up of a revolving credit facility and a term loan from their senior lenders and

promissory notes that are payable to the two prior owners of Lyneer.

Currently, and until such obligations are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s current operations are not expected to be sufficient to make all of the necessary payments.

Pursuant to an Allocation Agreement dated as of December 31, 2023, IDC agreed with Lyneer to assume responsibility for all payments under the term loan and the promissory notes payable to the two prior owners of Lyneer (the “Assumed Debt”), and all but $42,508,379 that was outstanding under the revolving credit facility as of December 31, 2024.

However, until such time as Lyneer’s joint and several debt obligations are restructured, the agreement of IDC to assume all but Lyneer’s $42,508,379 of the joint indebtedness is being given effect solely for accounting purposes, although Lyneer will remain a joint and several obligor on such indebtedness and will be obligated to pay such indebtedness if IDC does not do so.

In addition, under the Allocation Agreement, IDC and Prateek Gattani, IDC’s Chief Executive Officer and our Chairman of the Board, have agreed for IDC to work with Lyneer to implement a plan to refinance or otherwise satisfy the Assumed Debt and to restructure their revolving credit facility with current credit availability of up to $60,000,000 for which Lyneer is currently jointly and severally liable with IDC so that Lyneer will be obligated for only its portion under the facility.

Lyneer intends to enter into a new revolving credit facility with its current lender or a new lender that will be supportable by Lyneer’s stand-alone borrowing base and is expected to be on terms similar to those of the existing agreement.

It is contemplated that the new credit facility will provide credit availability to Lyneer of up to $60,000,000 and will replace Lyneer’s remaining obligations under the existing revolving credit facility.

However, there can be no assurance that Lyneer will be able to refinance its credit facility or support its continuing indebtedness, to generate revenues sufficient in amount to enable us to pay our indebtedness under the Merger Note, or to repay or refinance any such indebtedness when due.

Lyneer’s failure to comply with its obligations under its existing indebtedness following the Merger, or to repay or refinance such indebtedness when due, including our indebtedness under the Merger Note, would likely have a material adverse impact on our financial condition and long-term viability.

Lyneer will remain jointly and severally liable for the Assumed Debt until such indebtedness is restructured to remove Lyneer as an obligor or such indebtedness is paid in full.

As described in the previous risk factor, notwithstanding the deconsolidation of debt for accounting purposes, Lyneer remains legally jointly and severally liable as a co-borrower with IDC on all loan arrangements for which they are now jointly liable until such time as such loan arrangements are restructured or paid in full.

The assets of Lyneer have been pledged to the senior lender under the revolving credit facility and, in connection with the closing of the Merger, were pledged to the lender under the term loan our equity interests in Lyneer, our sole operating subsidiary, as collateral for the repayment of such loan.

In the event Lyneer or IDC is unable to restructure or repay their joint and several indebtedness, or there occurs any other event of default under the revolving credit facility or the term loan, including, but not limited to, completion of an Initial Capital Raise (as defined), the lenders under the revolving credit facility and the term loan will be able to foreclose upon the equity and assets of Lyneer, which could result in a loss of your investment.

As of the date of this Report, the dates for compliance have passed without being fulfilled;

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer;

however, there can be no guarantee that the lenders will continue to work with Lyneer amicably.

Notwithstanding the fact that IDC and Prateek Gattani have agreed to repay the joint and several indebtedness under the Allocation Agreement, IDC has been unable to repay such indebtedness and Lyneer may be required to make such payments.

In such event, IDC would then be required to repay Lyneer for the amounts paid on IDC’s behalf.

The failure of IDC to either restructure the existing joint and several obligations to remove Lyneer as a co-borrower and/or to repay the joint and several indebtedness would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability and the market price of our common stock and there is no guarantee that the lenders will continue to work with the Company amicably.

The joint indebtedness of Lyneer and IDC is made up of a $6 million term loan from the Company’s prior senior lender and promissory notes that are payable to the two prior owners of Lyneer.

Currently, and until such obligations are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s current operations may not be expected to be sufficient to make all of the necessary payments.

Pursuant to an Allocation Agreement dated as of December 31, 2023, IDC agreed with Lyneer to assume responsibility for the $6 million term loan and the promissory notes payable to the two prior owners of Lyneer (the “Assumed Debt”).

However, until such time as Lyneer’s joint and several debt obligations are restructured, the agreement of IDC to assume joint indebtedness is being given effect solely for accounting purposes, although Lyneer will remain a joint and several obligor on such indebtedness and will be obligated to pay such indebtedness if IDC does not do so.

Lyneer has been in default under its principal credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability.

Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with IDC.

Lyneer was not in compliance with all of its covenants under its revolving credit facility as of June 30, 2023.

Since July 2023, Lyneer has entered into forbearance agreements with its lenders pursuant to which it received waivers of its existing events of default.

On August 12, 2024, IDC and Lyneer entered into new limited consent and forbearance agreements with the lenders under which the lenders agreed, to waive all existing events of default and to forbear from exercising their rights and remedies and any Initial Capital Raise with respect to such events of default through December 31, 2024.

However, Lyneer was unable to complete an Initial Capital Raise of at least $20 million prior to September 15, 2024.

As of the date of this

Report, the dates for compliance have passed without being fulfilled;

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer.

Even if IDC pays in full the term loan and the promissory notes payable to the prior sellers of Lyneer and Lyneer is successful in restructuring its obligations under the revolving credit facilities, there can be no assurance that all conditions subsequent will be satisfied and that Lyneer will be able to comply with all of its obligations under such credit facilities.

Lyneer entered into several debt facilities under which it is jointly and severally liable for repayment with IDC.

On April 29, 2025, Lyneer entered into a Loan and Security Agreement providing for a $70 million senior secured credit facility to replace the prior one which was joint and several with IDC.

IDC and Lyneer entered into a term loan with the prior lender to address a $6 million shortfall.

There can be no assurance that all conditions subsequent will be satisfied and that Lyneer will be able to comply with all of its obligations under such credit facilities.

Any failure on the part of Lyneer to comply with its obligations under the credit facilities could result in a default which would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability and there is no guarantee that the lenders will continue to work with Lyneer amicably.

See Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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

The Company has sued its former lender for attempting to seize control of the Company’s Lyneer subsidiaries, and the outcome of such litigation cannot be determined at this time.

On April 2, 2026, Atlantic and its Lyneer subsidiaries commenced a lawsuit against SPP Credit Advisors, LLC (“SPP”), formerly a lender to the Company.

The Company is seeking a preliminary injunction enjoining SPP from, among other things, attempting to interfere with the operations of its Lyneer subsidiaries.

The lawsuit also seeks declaratory relief that SPP’s alleged outstanding indebtedness is satisfied.

Atlantic further challenges the validity of SPP’s alleged declaration of certain loan defaults.

The Company has alleged in its complaint, that SPP launched a coordinated, pre-planned attack to seize control of the Lyneer subsidiaries based on improper and inaccurate allegations of default, as set forth in the Default Notices sent to Atlantic by SPP, purporting to accelerate the alleged debt.

Later on April 2, 2026, Rick Arrowsmith, on behalf of SPP, and in response to the above-described lawsuit brought by the Company, commenced a lawsuit in the Court of Chancery of the State of Delaware against the Company and its officers.

The Complaint was subsequently amended on April 12, 2026 to include SPP as a direct Plaintiff.

The Complaint seeks a declaration that Mr.

Arrowsmith, SPP’s designee, is the sole Manager of the Lyneer subsidiaries vested with the authority to remove all officers of the Company.

Pending a trial in that action, Mr.

Arrowsmith seeks interim relief that would keep existing management in place, subject to certain control and oversight rights.

While the Company believes that the lender’s allegations are unfounded and the Company has meritorious claims and defenses to these claims, there has not yet been a hearing or decision entered in either action and there is a risk that the Company may not prevail, which would have a material adverse effect on the Company’s operations.

The Company’s auditors have issued a going concern report on the Company’s audited financial statements.

The Audited consolidated financial statements included in this Report have been prepared assuming that the Company will continue as a going concern.

The Company has an accumulated deficit, recurring losses and expects future losses that raise substantial doubt about the Company’s ability to continue as a going concern.

The Company concluded that there was

substantial doubt primarily because the consolidated financial information with Circle8 is still being prepared and compiled, including an analysis of liabilities of Circle8 extinguished pursuant to the terms of the Acquisition Agreement.

Lyneer operates in an intensely competitive and rapidly changing business environment, and there is a substantial risk that its services could become obsolete or uncompetitive .

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As stated above, Lyneer has been in default under its principal credit facilities and outstanding promissory notes and any future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability.

Under the forbearance agreements dated August 12, 2024, we were required to seek at least $20 million future financing prior to September 15, 2024, and on or before September 30, 2024, to restructure the outstanding indebtedness that is the subject of such forbearance agreements.

We will be required to seek financing to pay or refinance our other outstanding indebtedness.

As of the date of this Report, the dates for compliance have passed without being fulfilled.

however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer;

The respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer;

however, there can be no guarantee that the lenders will continue to work with Lyneer amicably.

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We may issue additional shares of our common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes.

The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market

price of our common stock to decline further and existing stockholders may not agree with our financing plans or the terms of such financings.

The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline further and existing stockholders may not agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs.

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Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all.

If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and we ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares.

If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development

activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and we ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares.

Further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

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An unfavorable outcome with respect to these lawsuits and any future lawsuits or regulatory proceedings could, individually or in the aggregate, cause Lyneer to incur substantial liabilities or impact its operations in such a way that may have a material adverse effect upon Lyneer’s business, financial condition or results of operations.

In addition, an

unfavorable outcome in one or more of these cases could cause Lyneer to change its compensation plans for its employees, which could have a material adverse effect upon Lyneer’s business.

See Part I, Item 3 — Business — Legal Proceedings .

In addition, an unfavorable outcome in one or more of these cases could cause Lyneer to change its compensation plans for its employees, which could have a material adverse effect upon Lyneer’s business.

See Item 3 — Business — Legal Proceedings .

Lyneer’s revenue can vary because its customers can terminate their relationship with them at any time with limited or no penalty.

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To avoid large placement agency fees, large companies may use in-house personnel staff, current employee referrals, or human resources consulting companies to find and hire new personnel.

Because placement agencies typically charge a fee based on a percentage of the first year’s salary of a new worker, companies with many jobs to fill have a large financial incentive to avoid agencies.

Because placement agencies typically

charge a fee based on a percentage of the first year’s salary of a new worker, companies with many jobs to fill have a large financial incentive to avoid agencies.

Lyneer’s business is also significantly affected by its customers’ hiring needs and their views of their future prospects.

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This could have a material adverse effect on Lyneer’s business, financial condition and results of operations.

Lyneer’s service revenue increased by $41,235,113, or 10.3%, during the year ended December 31, 2024, as compared to the prior fiscal year.

This increase was was predominately due to the higher revenues from Lyneer’s temporary placement services business due primarily to a strong sales initiative by the Company.

Permanent placement and other services decreased by $846,229, or 18.3%, due to lower permanent job demand as companies cut back on hiring permanent positions.

Lyneer’s service revenue decreased by $6,731,084, or 1.5%, during the year ended December 31, 2025, as compared to the prior fiscal year.

This decrease was predominately due to lower revenues from Lyneer’s temporary placement services business 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.

Most of Lyneer’s contracts do not obligate its customers to utilize a significant amount of Lyneer’s staffing services and may be cancelled on limited notice, so Lyneer’s revenue is not guaranteed.

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Lyneer has client concentration and the loss of a significant client could adversely affect Lyneer’s business operations and operating results.

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

No other customer accounted for more than 10% of Lyneer’s revenues in either period.

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

No other customer accounted for more than 10% of Lyneer’s revenues in 2024.

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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This, in turn, would be expected to have a material adverse effect on Lyneer’s business and financial condition.

Lyneer could be harmed by improper disclosure or loss of sensitive or confidential company, employee, associate or customer data, including personal data.

In connection with the operation of its business, Lyneer stores, processes and transmits a large amount of data, including personnel and payment information, about its employees, customers, associates and candidates, a portion of which is confidential and/or personally sensitive.

In doing so, Lyneer relies on its own technology and systems, and those of third-party vendors it uses for a variety of processes.

Lyneer and its third-party vendors have established policies and procedures to help protect the security and privacy of this information.

Unauthorized disclosure or loss of sensitive or

confidential data may occur through a variety of methods.

These include, but are not limited to, systems failure, employee negligence, fraud or misappropriation, or unauthorized access to or through our information systems, whether by Lyneer’s employees or third parties, including a cyberattack by computer programmers, hackers, members of organized crime and/or state-sponsored organizations, who may develop and deploy viruses, worms or other malicious software programs.

While Lyneer maintains cyber insurance with respect to many such claims and has provisions of agreements with third-parties that detail security obligations and typically have indemnification obligations related to the same, any such unauthorized disclosure, loss or breach could harm Lyneer’s reputation and subject Lyneer to government sanctions and liability under its contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues.

It is possible that security controls over sensitive or confidential data and other practices that Lyneer and its third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information.

Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which Lyneer provides services.

Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to Lyneer’s reputation in the marketplace.

Following consummation of the Merger, our board of directors and its audit committee will consult with Lyneer’s management and will be briefed by, and receive appropriate recommendations from, management on matters associated with regulatory compliance and security.

Lyneer has been and may be exposed to employment-related claims and losses, including class action lawsuits that could have a material adverse effect on its business.

Lyneer employs people internally and in the workplaces of other businesses.

Long-term contracts do not comprise a significant portion of Lyneer’s revenue.

Because long-term contracts are not a significant part of Lyneer’s staffing services business, future results cannot be reliably predicted by considering past trends or extrapolating past results.

Additionally, Lyneer’s clients will frequently enter nonexclusive arrangements with several firms, which the client is generally able to terminate on short notice and without penalty.

The nature of these arrangements further exacerbates the difficulty in predicting Lyneer’s future results.

Lyneer may be unable to find sufficient candidates for its talent solutions business.

Lyneer’s talent solutions services business consists of the placement of individuals seeking employment.

There can be no assurance that candidates for employment will continue to seek employment through Lyneer.

Candidates generally seek contract or permanent positions through multiple sources, including Lyneer and its competitors.

Before the COVID-19 pandemic, unemployment in the U.S.

was at historic lows and during the second half of 2021, as the economy recovered, competition for workers in a number of industries became intense.

When unemployment levels are low, finding sufficient eligible candidates to meet employers’ demands is more challenging.

Although unemployment has risen in some areas in which Lyneer operates, talent shortages have persisted in a number of disciplines and jurisdictions.

Any shortage of candidates could materially adversely affect Lyneer’s business or financial condition.

Risks Related to Circle8’s Business

Circle8 has significant working capital needs and if it is unable to satisfy those needs from cash generated from its operations or borrowings under its debt instruments, Atlantic shall be required to fund such shortfall.

Circle8 requires significant amounts of working capital to operate its business.

It often has high receivables from its customers.

As a staffing company, it is prone to cash flow imbalances because it has to fund payroll payments to temporary workers before receiving payments from clients for its services.

Cash flow imbalances also occur because it must pay temporary workers even when it has not been paid by its customers.

If Circle8 experiences a significant and sustained drop in operating profits, or if there are unanticipated reductions in cash inflows or increases in cash outlays, it may be subject to cash shortfalls.

If such a shortfall were to occur for even a brief period of time, it may have a significant adverse effect on Circle8’s business.

In particular, Circle8 uses working capital to pay expenses relating to its temporary workers and to satisfy its own employees’ compensation and borrowing related liabilities.

As a result, Circle8 must maintain sufficient cash availability to pay temporary workers and fund related tax liabilities prior to receiving payment from customers.

In the past, Axiom provided Circle8 with funding when such shortfalls occurred.

However, under the Acquisition Agreement, Atlantic is responsible for providing Circle8 with all funding, liquidity or similar payments in the ordinary course of business and as may be reasonably necessary or appropriate and as mutually agreed to by the parties.

In addition, our operating results tend to be unpredictable from quarter to quarter.

Demand for our services is typically lower during traditional national vacation periods when customers and candidates are on vacation.

No single quarter is predictive of results of future periods.

Any extended period of time with low operating results or cash flow imbalances could have a material adverse effect on our business, financial condition and results of operations.

We derive working capital for our operations through cash generated by our operating activities, equity raises, and borrowings under our debt instruments.

If our working capital needs increase in the future, we may be forced to seek additional sources of capital, which may not be available on commercially reasonable terms.

The amount we are entitled to borrow under our debt instruments is calculated monthly based on the aggregate value of certain eligible trade accounts receivable generated from our operations, which are affected by financial, business, economic and other factors, as well as by the daily timing of cash collections and cash outflows.

The aggregate value of our eligible accounts receivable may not be adequate to allow for borrowings for other corporate purposes, such as capital expenditures or growth opportunities, which could reduce its ability to react to changes in the market or industry conditions.

Circle8 may lack the speed, agility, and resiliency to effectively operate our business and respond to the needs of its clients.

There is a risk Circle8 may not be able to respond with sufficient speed and agility to the needs of its diverse clients, which span all industries and whose needs may change rapidly as their businesses and industries evolve.

The size and breadth of our organization, comprising over approximately 16,000 professionals deployed over approximately eight (8) offices in six (6) European countries, may make it difficult for the Company to effectively manage its resources, to maintain its corporate culture throughout the organization, to drive service improvements and to provide coordinated solutions to its clients who require Circle8’s services in multiple locations.

For example, client demands for uniform service across borders may be difficult to satisfy because of variation in local laws and customs.

Circle8 sees a trend in more multi-country and enterprise-level relationships, and it may have difficulty in profitably managing and delivering projects involving multiple countries.

Also, Circle8’s size and organizational structure may make it difficult to develop and implement new processes and tools across the enterprise in a consistent manner.

If Circle8 is not effective at anticipating or meeting the widely ranging needs of our current and prospective clients, or our competitors are more agile or effective at doing so, our business and financial results could be materially adversely affected.

Circle8’s ability to perform at speed, and to meet client expectations, may also be adversely affected by limitations in our own information systems and those of our third-party vendors.

Circle8 is increasingly dependent on these systems, which are subject to damage or interruption from multiple causes, including power outages, facility damage, computer and telecommunications failures, vandalism, malware, hacking and other malicious acts, catastrophic events and human error.

If its information systems are damaged, fail to work properly, or otherwise become unavailable, Circle8 may incur substantial costs to repair or replace them, and may experience reputational damage, loss of critical information, customer disruption, and interruptions or delays in its ability to perform essential functions and implement new and innovative services.

The worldwide employment services industry is highly competitive with limited barriers to entry in many markets, which could limit our ability to maintain or increase our market share or profitability.

The worldwide employment services industry is highly competitive with limited barriers to entry in many markets, and in recent years has undergone significant consolidation.

Circle8 competes in markets throughout Europe with full-service

and specialized employment services agencies.

Several of its global competitors, including The Adecco Group and Randstad, have very substantial marketing and financial resources, and may be better positioned in certain markets.

Circle8 also competes with specialized staffing and workplace solutions firms such as Robert Walters, SThree, HeadFirst Group, PRO Unlimited, and K2 Partnering Solutions.

Portions of Circle8’s industry may become increasingly commoditized, with the result that competition in key areas could become more focused on pricing.

Circle8 expects that it will continue to experience pressure on price from competitors and clients.

There is a risk that Circle8 will not compete effectively, including on price, which could limit its ability to maintain or increase its market share and could materially adversely affect our financial results.

This may worsen as clients increasingly take advantage of low-cost alternatives including using their own in-house resources rather than engaging a third party.

We have outsourced aspects of our business, which could result in disruption, increased costs, and reputational risk.

We have increasingly outsourced, and may further outsource, important processes of our business to third party vendors, which exposes us to other risks, including increased costs, supply chain interruptions, potential disruptions to our business operations, and reputational risk.

For example, we rely on third parties to host, manage and secure certain aspects of our data center information and technology infrastructure, to develop and maintain new technology for attracting, onboarding, managing, and analyzing our workforce, and to provide important back-office support.

We have increasingly centralized our vendor profile so that we are reliant on a small number of vendors for highly critical corporate and technology functions.

While we believe these third-party vendors provide greater efficiency and expertise, our dependence on a small number of vendors increases the risk that our business will be adversely affected if our vendors are unable to provide these services consistent with our needs.

Similarly, our business continuity and our margins could be adversely affected if we needed to replace one of our critical vendors for performance or economic reasons.

Our operations also depend significantly upon these vendors’ and our ability to protect our data and to ensure the availability of our servers, software applications and websites.

Despite our and our third-party vendors’ implementation of security measures, our systems remain susceptible to system failures, computer viruses, natural disasters, unauthorized access, cyberattacks and other similar incidents, any of which could result in disruptions to our operations.

Our vendors have experienced data losses in the past, and we can expect such data incidents will occur in the future.

A successful breach of the security of our technology systems, or those of our vendors, could result in the theft of confidential, personally identifiable, or other sensitive data, including data about our employees and/or associates, or our human resources operations, any of which could damage our reputation in the market.

If we are not able to realize the savings associated with outsourcing services or if there is a disruption or security breach of our outsourced services that results in a loss or damage to our data, or in an inappropriate disclosure of confidential, personally identifiable, or sensitive data, our business and financial results could be materially adversely affected.

Our global operations subject us to certain risks beyond our control.

With operations in six countries throughout Europe and now the United States, Circle8 is subject to numerous risks outside of our control, including risks arising from political unrest and other political events, regional and international hostilities and international responses to these hostilities, strikes and other worker unrest, natural disasters, the impact of global climate change, acts of war, terrorism, international conflict, severe weather conditions, pandemics, and other global health emergencies, disruptions of infrastructure and utilities including energy, cyberattacks, and other events beyond our control.

Although it is not possible to predict such events or their consequences, these events could materially adversely affect our reputation, business and financial results.

Our ability to attract and retain business and employees may depend on our reputation in the marketplace.

We believe our reputation, along with our brand equity in Circle8’s name and our various other brands, are important corporate resources that help distinguish our services from those of competitors and also contribute to our efforts to recruit and retain talented employees.

However, our corporate reputation is potentially susceptible to material damage by events such as disputes with clients, information technology security breaches, internal control deficiencies, delivery failures or compliance violations.

Similarly, our reputation could be damaged by actions or statements of current or former clients, employees, competitors, vendors, franchisees and other third-party brand licensees, adversaries in legal proceedings, government regulators, as well as members of the investment community or the media.

There is a risk that negative information about Circle8, even if based on rumor or misunderstanding, could materially adversely affect our business.

Damage to our reputation could be difficult, expensive and time-consuming to repair, could make potential or existing clients reluctant to select us for new engagements, resulting in a loss of business, and could materially adversely affect our recruitment and retention efforts.

Damage to our reputation could also reduce the value and effectiveness of the Circle8

name and our other brand names, and could reduce investor confidence in us, materially adversely affecting our share price.

Foreign currency fluctuations may have a material adverse effect on our operating results.

Although the Company will report our results of operations in United States dollars, the majority of Circle8’s revenues and expenses are denominated in currencies other than the United States dollar, and unfavorable fluctuations in foreign currency exchange rates could have a material adverse effect on our reported financial results.

Highly inflationary economies of certain foreign countries can result in foreign currency devaluation, which may also negatively impact our reported financial results.

All of Circle8’s revenues are generated outside of the United States, in Europe.

As of December 31, 2025, Circle8 had approximately €45 million of financial indebtedness, as well as an off-balance sheet structured financing program of approximately €160 million.

Circle8 primarily mitigates foreign exchange exposure through natural hedging, as a significant portion of revenues and operating costs are denominated in the same local currencies.

Increases or decreases in the value of the United States dollar against other major currencies, or the imposition of limitations on conversion of foreign currencies into United States dollars, could affect our revenues, operating profit and the value of balance sheet items denominated in foreign currencies.

Our exposure to foreign currencies, in particular the Euro, could have a material adverse effect on our reported results and shareholders’ equity, however, such fluctuations generally do not affect our cash flow or result in actual economic gains or losses unless we repatriate funds.

Furthermore, the volatility of currencies may make year-over-year comparability of our financial results difficult.

Circle8 seeks to mitigate our exposure to foreign currency fluctuations by utilizing net investment hedges and, from time to time, foreign currency forward exchange contracts and cross-currency swaps.

The effectiveness of this hedge in part depends on our ability to accurately forecast future cash flows, which is particularly difficult during periods of uncertain or uneven demand for our services and highly volatile exchange rates.

Further, hedging activities may only offset a portion, or none at all, of the material adverse financial effects of unfavorable fluctuations in foreign exchange rates over the time the hedge is in place or effective.

The performance of our subsidiaries and their ability to distribute cash to our parent company may vary, negatively affecting our ability to service our debt at the parent company level or in other subsidiaries.

Since Circle8 conducts a significant portion of its operations through its subsidiaries, its cash flow and its consequent ability to service its debt depends in part upon the earnings of its subsidiaries and the distribution of those earnings to its parent company, or upon loans or other payments of funds by those subsidiaries to its parent company or to other subsidiaries.

The payment of such dividends and the making of such loans and advances by Circle8’s subsidiaries may be subject to legal or contractual restrictions, depend upon the earnings of those subsidiaries and working capital requirements, and be subject to various business considerations, including the ability of such subsidiaries to pay such dividends or make such loans and advances.

Circle8 could be subject to changes in tax rates, adoption of new international tax legislation or tax audits that could result in additional income tax liabilities.

Circle8 is subject to income and other taxes in the international jurisdictions where it has operations.

The tax bases and rates of these respective tax jurisdictions change from time to time due to economic and political conditions.

Circle8’s effective income tax rate is affected by changes in earnings in countries with differing tax rates, changes in valuation of deferred tax assets and liabilities or changes in the respective tax laws.

Circle8’s other taxes are impacted by changes in local tax laws or changes in its business.

In addition, tax accounting involves complex matters and requires our judgment to determine our worldwide provision for income and other taxes and tax assets and liabilities.

These complex matters include transfer pricing and reporting related to intercompany transactions.

The Company is routinely subject to tax examinations by the United States Internal Revenue Service and new foreign tax authorities.

Tax authorities have disagreed, and may disagree in the future, with our judgments.

Many taxing authorities are taking increasingly aggressive positions opposing the judgments we make, including with respect to our intercompany transactions.

We regularly assess the likely outcomes of our audits and tax proceedings to determine the appropriateness of our tax liabilities.

However, our judgments might not be sustained as a result of these audits and tax proceedings, and the amounts ultimately paid could be materially different from the amounts previously recorded.

In addition, changes in tax laws, treaties or regulations, or their interpretation or enforcement, have become more unpredictable and may become more stringent, which could materially adversely affect our tax position.

A number of countries where we do business, including the United States and many countries in the European Union (“EU”), have

implemented, and are considering implementing, changes in relevant tax, accounting and other laws, regulations and interpretations.

The overall tax environment has made it increasingly challenging for multinational corporations to operate with certainty about taxation in many jurisdictions.

For example, the Organization for Economic Co-operation and Development (“OECD”), which represents a coalition of member countries, recently enacted Pillar Two, which introduces a global minimum effective tax rate whereby certain multinational groups are subject to a 15% minimum tax on income derived in low-tax jurisdictions.

These proposed and enacted changes in tax laws, treaties or regulations, or their interpretation or enforcement, could have a material adverse impact on our current or future tax positions.

Government regulations may result in prohibition or restriction of certain types of employment services or the imposition of additional licensing or tax requirements that may reduce our future earnings.

In many jurisdictions in which Circle8 operates, such as Germany, Switzerland and the Netherlands, it is heavily regulated and scrutinized.

In Europe, governmental regulations in Germany restrict the length of contracts and the industries in which our associates may be used.

In some countries, special taxes, fees or costs are imposed in connection with the use of our associates.

Additionally, in some countries, trade unions have used the political process to target our industry in an effort to increase the regulatory burden and expense associated with offering or utilizing contingent workforce solutions.

Moreover, many countries, including the Netherlands, have established regulations that require equal-pay for equal-work for temporary workers and fixed term employees.

Furthermore, some countries are adopting more restrictive immigration regulations, which may lead to greater expense or inability to fulfill client demand, particularly in our cross-border talent solutions business.

All of these continuously-evolving regulations could have a significant impact to our revenues, costs, and operating margins as we and customers adjust to these new regulations.

The countries and territories in which we operate may, among other things:

• create additional regulations that prohibit or restrict the types of employment services or categories of job roles that we may provide;

• require new or additional benefits be paid to our associates;

• require pay parity for our associates or impose mandatory thresholds for employee diversity;

• regulate the period of time for which we may or may not employ our workers, including maximum term limits or minimum time requirements for associates on assignment at our clients;

• adopt new pandemic regulations that impact our business;

• require us to obtain additional licensing to provide employment services;

• increase taxes, such as sales or value-added taxes.

Other types of future regulation may have a material adverse effect on our business and financial results by making it more difficult or expensive for us to continue to cost-effectively provide employment services, particularly if we cannot pass along increases in costs to our clients.

Failure to comply with antibribery and corruption laws could materially adversely affect our business.

Circle8 is subject to numerous legal and regulatory requirements that prohibit bribery and corrupt acts.

These include the UK Bribery Act 2010, as well as similar legislation in many of the countries and territories in which we operate.

Circle8 employees (but not its temporary associates) are required to participate in a global anticorruption compliance training program designed to ensure compliance with these laws and regulations.

However, there are no assurances this program will be effective.

In many countries where Circle8 operates, practices in the local business community may not conform to international business standards and could violate anticorruption law or regulations.

Furthermore, Circle8 remains subject to the risk that one of its employees (or one of its associates on a temporary or contract-based assignment) could engage in business practices that are prohibited by its policies and these laws and regulations.

Any such violations could materially adversely affect Circle8’s businessCircle8’s business exposes us to competition law risk.

We are subject to antitrust and competition law in the European Union, in which it operates.

Some of its business models may carry a heightened risk of regulatory inquiry under relevant competition laws.

Although Circle8 has put in place safeguards designed to maintain compliance with applicable competition laws, there can be no assurance these protections will be adequate.

Competition law authorities have investigated our business practices in the past, and there continues to be a risk of such inquiries in the future.

There is no assurance we would successfully defend against any such regulatory inquiries, and they could consume substantial amounts of our financial and managerial resources, remain outstanding for a significant duration, and result in adverse publicity, even if successfully resolved.

An unfavorable

outcome could result in liabilities that have a material adverse effect upon our business, financial condition or results of operations.

General Risks Affecting Our Combined Business

The Company has been and may be exposed to employment-related claims and losses, including class action lawsuits that could have a material adverse effect on its business.

Lyneer and Circle8 employ people internally and in the workplaces of other businesses.

Many of these individuals have access to customer information systems and confidential information.

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• retroactive entitlement to temporary worker benefits

• errors and omissions by Lyneer’s temporary workers;

• errors and omissions by the Company’s temporary workers;

• misuse of customer proprietary information;

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• criminal activity.

Lyneer may incur fines and other losses or negative publicity with respect to these problems.

The Company may incur fines and other losses or negative publicity with respect to these problems.

In addition, these claims may give rise to litigation, which could be time-consuming and expensive.

New employment and labor laws and regulations may be proposed or adopted that may increase the potential exposure of employers to employment-related claims and litigation.

There can be no assurance that the corporate policies Lyneer has in place to help reduce its exposure to these risks will be effective or that Lyneer will not experience losses as a result of these risks.

There can also be no assurance that the insurance policies Lyneer has purchased to insure against certain risks will be adequate or that insurance coverage will remain available on reasonable terms or be sufficient in amount or scope of coverage.