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Item 9A. Controls and Procedures

2026-04-15 compared with 2025-03-28 · 384 added, 234 removed, 532 unchanged (54% of the section changed)

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Evaluation of Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over our financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting.

Management has used the framework set forth in the report entitled “Internal Control—Integrated Framework (2013)” published by the Committee of Sponsoring Organizations of the Treadway Commission to evaluate the effectiveness of our internal control over financial reporting.

Based on that assessment, our management has identified certain material weaknesses in our internal control over financial reporting.

Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we conducted an evaluation of the disclosure controls and procedures as of December 31, 2025, the end of the period covered by this report on Form 10-K.

The term “disclosure controls and procedures,” as set forth in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act (“Exchange Act”), means controls and other procedures of a company that are designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC’s rules and forms.

Disclosure controls and procedures include, without limitation, controls and procedures designed to provide reasonable assurance that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met.

Additionally, in designing disclosure controls and procedures, our management was required to apply its judgment in evaluating the cost-benefit relationship of possible disclosure controls and procedures.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;

over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate.

Because of the inherent limitations in a control system, misstatements due to error or fraud may occur and not be detected.

Based on that assessment, our management concluded that our disclosure controls and procedures were not effective due to the material weaknesses in our internal control over financial reporting described below.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

Our management, including our Chief Executive Officer and our Chief Financial Officer, has evaluated the effectiveness of our internal control over financial reporting as of December 31, 2025, based on the framework established in Internal Control—Integrated Framework (2023) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Prior to the Merger, we were a private company and had limited accounting and financial reporting personnel with which to address our internal controls and related procedures.

Our management concluded that as of December 31, 2024, our internal control over financial reporting was not effective, and that material weaknesses existed in the areas of accounting for complex financial transactions or non-routine transactions.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting as defined under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and by the Public Company Accounting Oversight Board (United States), such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis.

Based upon that evaluation, our management concluded that our internal control over financial reporting was not effective as of December 31, 2025, due to the material weaknesses described below.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting as defined under the Exchange Act, as amended and by the Public Company Accounting Oversight Board (United States), such that there is a reasonable possibility that a material misstatement of our annual financial statements will not be prevented or detected on a timely basis.

This conclusion is based on the identification of material weaknesses in the areas of accounting for complex financial transactions or non-routine transactions.

We currently consult with third-party experts to overcome this weakness.

Additionally, we had a material weakness related to segregation of duties in finance and accounting.

Additionally, we had a material weakness related to lack of segregation of duties in finance and accounting.

There is also an inadequate design of policies and procedures that are tested and monitored to prevent and detect potential errors.

Due to our limited accounting and financial reporting personnel, we have ineffective controls over the period end financial disclosure and reporting process.

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For example, we plan to design and implement improved processes and internal controls, including ongoing senior management review and Audit Committee oversight.

Additionally, we plan to further develop and implement formal policies, processes and documentation procedures relating to our financial reporting, including the oversight of third-party service providers.

Additionally, we plan to further develop and implement formal policies, processes and

documentation procedures relating to our financial reporting, including the oversight of third-party service providers.

Our actions are subject to ongoing executive management review and will also be subject to Audit Committee oversight.

Notwithstanding the material weaknesses in internal control over financial reporting described above, our management has concluded that our consolidated financial statements included in this Annual Report on Form 10-K are fairly stated in all material respects.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting.

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting, as allowed by the SEC for reverse recapitalization between an issuer and a private operating company when it is not possible to conduct an assessment of the private operating company’s internal control over financial reporting in the period between the consummation date of the reverse recapitalization and the date of management’s assessment of internal control over financial reporting (pursuant to Section 215.02 of the SEC Division of Corporation Finance’s Regulation S-K Compliance & Disclosure Interpretations).

This Annual Report on Form 10-K does not include an attestation report of our independent registered accounting firm on management’s assessment regarding internal control over financial reporting due to the exemption from such requirements established by rules of the SEC for emerging growth companies.

Changes in Internal Control over Financial Reporting

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Executive Officers and Directors

The following table sets forth the name and position of each person who is an executive officer or director of the Company.

The following table sets forth as of April 10, 2026, the name and position of each person who is an executive officer or director of the Company.

Name Age Position

Prateek Gattani 46 Chairman of the Board

Machinist 72 Vice Chairman of the Board

Jeffrey Jagid 56 Chief Executive Officer and Director

Christopher Broderick 64 Chief Operating Officer and Chief Financial Officer

Jeffrey Jagid 57 Chief Executive Officer

Murphy 49 Chief Financial Officer

Michael Tenore 51 General Counsel and Secretary

Guus Franke 50 Executive Chairman of the Board

Machinist 73 Director

Jeff Kurtz 57 Director

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David Pfeffer 67 Director

Prateek Gattani serves as our Chairman of the Board and has been Chief Executive Officer of IDC since 2007.

Gattani acquired IDC in 2007, which, in turn, acquired Lyneer in August 2021.

Prior to 2007, Mr.

Gattani was a resource manager at e-Solutions Incorporated.

IDC, founded in India in 2003, is a major information technology company.

IDC currently provides business process outsourcing, IT consulting, revenue sources and software as a service (SaaS).

According to Forbes India (August 2022) , IDC ranks in the 95 th percentile market share and had three-year growth of 488% from 2020 to 2022.

IDC is headquartered in Milpitas, California and has offices throughout the world.

IDC is a multinational technology company that provides the highest level of knowledge and experience to assist its customers to redesign and recreate their ventures in order to stay in the competition in the changing business environment.

IDC’s ability to know the business and personal environment of its clients helps them to provide tailored services according to the areas of operation, in the fields of innovation, as well as in culture.

We believe Mr.

Gattani’s business and financial experience in the staffing business, and his vision for future operations, gives him the qualifications and skills to lead us as Chairman of the Board.

Machinis t serves as our Vice Chairman of the Board.

He has served as Chairman of the Board of Atlantic since its formation in October 2022.

He previously served as Chief Executive Officer and Chairman of the Board of Troika Media Group (Nasdaq:

TRKA) from March 2018 until May 2022.

Machinist has extensive experience both as a principal investor/operator in a broad range of businesses as well as an owner-operator of diversified investment banking operations.

He has been the Vice Chairman of Pyrolyx A.G.

(S26.DU), the first environmentally-friendly and sustainable method of recovering high-grade carbon black from end-of-life-tires.

Most recently, he has been Chairman and an original founding Board member of CIFC Corp.

CIFC), a publicly-listed credit manager with over $14.0 billion of assets under management, which was sold in December 2016.

In addition, he has been Chairman, Board of Advisors of MESA, a merchant bank specializing in media and entertainment industry transactions, which was sold to Houlihan Lokey in 2016.

He has also been a partner of Columbus Nova, a leading private investment fund.

He runs a private family investment company, the activities of which include The Collectors Car Garage and a number of real estate development businesses.

Machinist previously served as managing director and head of investment banking for the Bank of New York and its Capital Markets division.

Machinist was also previously president and one of the principal founders of Patricof & Co.

Capital Corp.

(APAX Purchasers) and its successor companies.

He is currently Vice-Chairman of the Maimonides Medical Center, serves on its Board of Directors, is Chairman of its Investment Committee and a member of its various other Board of Overseers for the Albert Einstein College of Medicine.

Most recently, he has been Chairman of the American Committee for the Weizmann Institute of Science as well as a member of its Board of Directors and presently serves on its International Board of Governors and its Executive Committee.

He has been a trustee and Vice Chairman of Vassar College, a member of its Executive Committee, and one of three trustees responsible for managing the College’s Endowment.

He is currently a board member of ECD Autodesign (Nasdaq:

Machinist earned a Bachelor of Arts in Philosophy and Chemistry from Vassar College in Poughkeepsie, New York.

He undertook graduate work in biochemistry at the Weizmann Institute of Science in Rehovot, Israel.

Machinist’s broad entrepreneurial, financial and business expertise and his experience with growth companies give him significant qualifications and skills to serve as Vice Chairman of our board of directors.

Jeffrey Jagid serves as our Chief Executive Officer and a Director.

He has served as CEO of Atlantic since February 1, 2023.

He was elected Interim Chairman of the Board on March 30, 2025, and Interim Chief Financial Officer on August 18, 2025, until those positions were filled on January 23, 2026, and February 2, 2026, respectively.

He is a results-producing business executive with a strong track record of optimizing revenue and profitability within a global organization.

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Systems became a leading global provider of wireless IoT based technology solutions for securing, managing, and tracking high-value enterprise assets.

He has been awarded 14 patents in wireless communications, mobile data, asset tracking, and connected car technology.

He was awarded 14 patents in wireless communications, mobile data, asset tracking, and connected car technology.

Among his other achievements, he led that company’s initial public offering, as well as several other capital raises totaling nearly $100,000,000.

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He is member of the Bar of the States of New York and New Jersey.

Christopher Broderick serves as our Chief Financial Officer.

He had served as Chief Operating Officer and Chief Financial Officer of Atlantic since February 1, 2023.

From July 2017 until June 8, 2022, he served as Chief Operating Officer of Troika Media Group (“Troika”).

On December 7, 2023, Troika and certain of its subsidiaries filed voluntary petitions under Chapter 11 of the United States Code in the U.S.

Bankruptcy Court for the Southern District of New York.

From March 27, 2015 until October 2016, he was Chief Operating Officer and Interim Chief Financial Officer.

Prior thereto, he had served as Chief Operating Officer of Signal Point Holdings Corp.

(SPHC) from October 17, 2012.

Broderick has 30 years of experience in the telecommunications industry and was responsible for that company’s domestic network operations of wired and wireless topologies, supporting voice, data, internet products and services.

He was also the operational leader for the development and build-out of SPHC’s continued network expansion.

Prior to joining SPHC, Mr.

Broderick served as Senior Director of Business Client Services for FairPoint Communications from 2008 to 2011.

Broderick was responsible for Retail Business segment, outside sales support, billing, and SMB sales across Northern New England.

Previously, Mr.

Broderick served as Chief Operating Officer and Vice President of Operations at IntelliSpace and Wave2Wave from February 2000 to January 2008.

Broderick was responsible for the design, implementation and day-to-day U.S.

operations of that company.

Broderick spent the majority of his career at New York Telephone, NYNEX, and Bell Atlantic where he was highly successful in the management of all facets of the telephone company’s Field Operations, Central Offices and outside plant facilities in New York City business districts.

He also led sales and support “mega” call-center operations, for complex business accounts.

In addition to his technical background, Mr.

Broderick has an extensive education in quality process management, systems efficiency and design.

He has utilized his extensive background to help build SPHC into one of the most reliable “Converged Networks” in the USA.

Atlantic determined that Mr.

Broderick’s 30 years of particular knowledge and experience in the telecommunications industry, and his position with SPHC, strengthens the Board’s collective qualifications, skills and experience.

Murphy was appointed as our Chief Financial Officer which became effective on February 2, 2026.

Murphy brings over 27 years of experience in financial and operations reporting and analysis and accounting.

His skills are in managing the financial operations of complex organizations, communications with private equity stakeholders, directors and executive leaders, bank reporting, technology selection and integration, and audit and tax planning.

Murphy is a Certified Public Accountant, with a B.S.

in Business, Major in Accounting from Eastern Illinois University and is a Six Sigma Green Belt.

From June 2023 until joining the Company, he last held the position of Executive VP and Division CFO at Hospitality Staffing Solutions, LLC (HSS), Atlanta Georgia.

There, he led all back-office, field operations and sales teams at the largest privately-held hospitality staffing company in the U.S.

and presented strategic recommendations, performance updates and transformation milestones.

He also led a major corporate transformation that redesigned organizational structure and developed and launched a multi-year strategic growth plan that repositioned the company in core markets and expanded new verticals.

From November 2014 to May 2023 he held the position of Senior VP of Finance and Treasurer at HSS.

He was responsible for accounting, finance, billing, payroll, HR, IT, compliance, risk management and facilities.

He completed the sell side management presentations and due diligence for the sale of this private equity owned staffing company to a private equity owned janitorial company in January 2020.

From January 2006 to May 2014,

Murphy held several positions as director or vice president of finance and controller at Choice Point Services, Inc.

Signature Information Solutions LLC, Lexis Nexis and Red Book Connect LLC.

From May 1998 to January 2006 he rose from staff accountant and senior accountant to director of accounting at several firms.

Michael Tenore serves as our General Counsel and Secretary.

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in Communications from Emerson College and his J.D.

from Suffolk University Law School both

degrees with Latin Honors.

from Suffolk University Law School both degrees with Latin Honors.

Tenore has been on the board of directors for youth hockey and charitable organizations for the past 10 years.

Jeff Kurtz was elected to our board of directors upon the consummation of the Merger.

Guus Franke was appointed as Executive Chairman of the Board on January 23, 2026.

He has been the founder and sole owner of Axiom GmbH (“Axiom”) since 2018.

Axiom provides M&A advisory, full services transaction support including corporate finance and private equity strategy.

Axiom is an investment platform designed to hold, acquire and scale the next layer of global digital economy.

Through Axiom, Mr.

Franke founded Circle8 Group as a pan-European platform for AI talent, compliance-grade consultancy (cloud, IT migration, AI and Cyber) and workforce execution for highly regarded sections.

Prior to forming Axiom and Circle8 Group, from 2020 to 2021, Mr.

Franke was Managing Director, Riverrock European Capital Partners LLP, where he was responsible for the European AR and Syndicate SSL strategy.

From 2018 to 2020, Mr.

Franke was co-founder of Pilatus AG, an investment platform where he was responsible for deal sourcing, performance management, syndication and deal coordination.

From 2014 to 2018 he was co-founder of Nedfact, an investment structure and debt advisor.

From 2011 to 2014 he was a partner at a Tier 1 sponsor firm, responsible for M&A and debt structuring.

Prior thereto he was a KPMG Partner, Private Corporate Finance.

Machinis t serves as a director of the Company since its formation in October 2022.

He previously served as Chief Executive Officer and Chairman of the Board of Troika Media Group (Nasdaq:

TRKA) from March 2018 until May 2022.

Machinist has extensive experience both as a principal investor/operator in a broad range of businesses as well as an owner-operator of diversified investment banking operations.

He was the Vice Chairman of Pyrolyx A.G.

(S26.DU), the first environmentally-friendly and sustainable method of recovering high-grade carbon black from end-of-life-tires.

Most recently, he was Chairman and an original founding Board member of CIFC Corp.

CIFC), a publicly-listed credit manager with over $14.0 billion of assets under management, which was sold in December 2016.

In addition, he was Chairman, Board of Advisors of MESA, a merchant bank specializing in media and entertainment industry transactions, which was sold to Houlihan Lokey in 2016.

He was also a partner of Columbus Nova, a leading private investment fund.

He runs a private family investment company, the activities of which include The Collectors Car Garage and a number of real estate development businesses.

Machinist previously served as managing director and head of investment banking for the Bank of New York and its Capital Markets division.

Machinist was also previously president and one of the principal founders of Patricof & Co.

Capital Corp.

(APAX Purchasers) and its successor companies.

Most recently, he was Chairman of the American Committee for the Weizmann Institute of Science as well as a member of its Board of Directors and presently serves on its International Board of Governors and its Executive Committee.

He was a trustee and Vice Chairman of Vassar College, a member of its Executive Committee, and one of three trustees responsible for managing the College’s Endowment.

He is currently a board member of ECD Autodesign (Nasdaq:

Machinist earned a Bachelor of Arts in Philosophy and Chemistry from Vassar College in Poughkeepsie, New York.

He undertook graduate work in biochemistry at the Weizmann Institute of Science in Rehovot, Israel.

We believe Mr.

Jeff Kurtz was elected to our board of directors upon the consummation of the Merger on June 18, 2024.

Since 1991, he has been the President of The Kamson Corporation, which currently owns and operates over 100 investment properties in the Northeast.

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In the past, Mr.

Kurtz has built multifamily units for sale along with other building projects.

Kurtz has built multifamily units for sale along with other building

Kurtz personally owns or is a general partner and/or manages, through the Kamson Corporation, a New Jersey corporation, 14,000+ apartments, in addition to office buildings and shopping centers.

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Kurtz’s broad entrepreneurial, financial and business expertise and his experience give him the qualifications and skills to serve as a director of our company.

David Solimine was elected to our board of directors upon the consummation of the Merger.

David Solimine was elected to our board of directors upon the consummation of the Merger on June 18, 2024.

Solimine is the President & Chief Executive Officer of Kore Insurance Holdings, LLC., a privately-owned high-volume insurance agency established in 2012 with offices in New Jersey and Florida.

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Solimine’s extensive business and financial experience in the insurance industry, in particular dealing with employment related issues, makes him qualified to serve on our board of directors.

David Pfeffer serves as a member of our board of directors and is currently our Audit Committee Chairman.

David Pfeffer has served as a member of our board of directors and is currently our Audit Committee Chairman since the consummation of the Merger on June 18, 2024.

Pfeffer was previously a member of the board of directors and the Audit Committee Chairman for SeqLL since September 2018.

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James Radvany 65 Chief Financial Officer of Lyneer Staffing Solutions LLC

Todd McNulty serves as Chief Executive Officer of Lyneer Staffing Solutions LLC.

Todd McNulty serves as Chief Executive Officer of Lyneer Staffing Solutions LLC since its formation in October 1997.

McNulty studied Business Administration and Marketing at York College of Pennsylvania.

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McNulty relocated back home to Central NJ and began a 30-year staffing career.

McNulty worked for Staffing

Alternatives, a New Jersey four office family-owned boutique company, focusing on clerical and light industrial staffing.

McNulty worked for Staffing Alternatives, a New Jersey four office family-owned boutique company, focusing on clerical and light industrial staffing.

He led sales from 1992 to September 1997, achieving a record $5,000,000 in new sales his first year.

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McNulty assumed the role of Chief Executive Officer with responsibility for its current day-to-day operations and working closely with Lyneer’s Business Development Team in building brand strength and growth throughout the country.

James Radvany serves as Chief Finance Officer of Lyneer Staffing Solutions.

James Radvany serves as Chief Financial Officer of Lyneer Staffing Solutions since its formation in October 1997.

Radvany is a graduate of Susquehanna University.

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Our board of directors has reviewed the composition of the board of directors immediately following consummation of the Merger and its committees and the independence of each director.

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Prateek Gattani, Jeff Kurtz, David Solimine and David Pfeffer will be an “independent director” as defined under Rule 5605(a)(2).

Based upon information requested from and provided by each director concerning his or her background, employment and affiliations, including family relationships, our board of directors has determined that each of Jeff Kurtz, David Solimine and David Pfeffer will be an “independent director” as defined under Rule 5605(a)(2).

Our board of directors also determined that the directors who serve on our Audit Committee, our Compensation Committee and our Nominating and Corporate Governance Committee satisfy the independence standards for such committees established by the SEC and the Nasdaq Marketplace Rules, as applicable.

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Board Meetings Committees

During the year ended December 31, 2024, our board of directors held 4 meetings (including regularly scheduled and special meetings), and no director attended fewer than 80% of the total number of meetings of the board of directors and the committees of which he was a member.

In addition, during the year ended December 31, 2024, our board of directors acted by unanimous written consent on four occasions.

During the year ended December 31, 2025, our board of directors held 6 meetings (including regularly scheduled and special meetings), and no director attended fewer than 80% of the total number of meetings of the board of directors and

the committees of which he was a member.

In addition, during the year ended December 31, 2025, our board of directors acted by unanimous written consent on two occasions.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we encourage, but do not require, directors to attend.

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• reviewing and approving the engagement of our independent auditors to perform audit services and any permissible non-audit services;

• reviewing our annual and quarterly financial statements and reports, including the disclosures contained under Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations , and discussing the statements and reports with our independent auditors and management;

• reviewing our annual and quarterly financial statements and reports, including the disclosures contained under Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations , and discussing the statements and reports with our independent auditors and management;

• reviewing with our independent auditors and management significant issues that arise regarding accounting principles and financial statement presentation and matters concerning the scope, adequacy and effectiveness of our financial controls;

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Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance committee consists of David Solimine, who is the chair of the committee, and Jeff Kurtz and Prateek Gattani.

Our Nominating and Corporate Governance committee consists of David Solimine, who is the chair of the committee, and Jeff Kurtz.

We have determined that each of the members of this committee satisfies the Nasdaq Marketplace Rules independence requirements.

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Our board of directors is free to select the Chairman of the board of directors and a Chief Executive Officer in a manner that it considers to be in the best interests of our company at the time of selection.

Currently, Prateek Gattani serves as Chairman of the board of directors, and Jeffrey Jagid serves as the Chief Executive Officer.

Currently Jeffrey Jagid serves as the Chief Executive Officer and Guus Franke serves as Executive Chairman of the Board.

We currently believe that this leadership structure is in our best interests.

As Chairman of the Board, Mr.

Gattani’s key responsibilities include facilitating communication between our board of directors and management, assessing management’s performance, managing board members, preparation of the agenda for each board meeting, acting as chair offboard meetings and meetings of our company’s stockholders and managing relations with stockholders, other stakeholders and the public.

Franke’s key responsibilities include facilitating communication between our board of directors and management, assessing management’s performance, managing board members, preparation of the agenda for each board meeting, acting as chair of board meetings and meetings of our company’s stockholders and managing relations with stockholders, other stakeholders and the public.

We will take steps to ensure that adequate structures and processes are in place to permit our board of directors to function independently of management.

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Role of Board in Risk Oversight Process

We face a number of risks, including those described herein under Part I, Item IA — Risk Factors .

We face a number of risks, including those described herein under Item IA — Risk Factors .

Our board of directors believes that risk management is an important part of establishing, updating and executing on our business strategy.

Our board of directors has oversight responsibility relating to risks that could affect our corporate strategy, business objectives, compliance, operations, and the financial condition and performance.

Our board of directors focuses its oversight on the most significant risks facing us and, on our processes, to identify, prioritize, assess, manage and mitigate those risks.

Our board of directors focuses its oversight on the

most significant risks facing us and, on our processes, to identify, prioritize, assess, manage and mitigate those risks.

Our board of directors receives regular reports from members of our senior management on areas of material risk to us, including strategic, operational, financial, legal and regulatory risks.

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Chief Executive

2024 $ 269,231 $ 449,650 $ — $ — $ 563,833 $ 208,625 $ 1,491,339

Christopher Broderick 2025 $ 196,154 $ 227,300 $ — $ — $ — $ 58,000 $ 481,454

Chief Financial

Officer (2)(3)

2024 $ 161,539 $ 263,300 $ — $ — $ 272,000 $ 155,750 $ 852,589

Matthew Evelt (4)

2025 $ 223,077 $ — $ — $ — $ — $ 3,500 $ 226,577

Chief Operating Officer

Michael Tenore 2025 $ 300,000 $ 63,533 $ — $ — $ — $ 50,000 $ 413,533

General Counsel (2)

2024 $ 161,539 $ 100,000 $ — $ — $ 225,000 $ 75,000 $ 561,539

Daniel Jones 2024 $ 260,273 $ — $ — $ — $ — $ — $ 260,273

Chief Executive

2023 $ 260,273 $ — $ — $ — $ — $ — $ 260,273

Frances Scally (6)

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_____________

(1) All other compensation represents amounts paid related to transactions bonuses for the consummation of the Merger and auto allowances.

Transaction Bonus Auto Allowance Total

(1) All other compensation represents amounts paid related to special bonuses, transactions bonuses for the consummation of the Merger and auto allowances.

Special Bonus Auto Allowance Total Transaction Bonus Auto Allowance Total

Jeffrey Jagid $ 150,000 $ 18,000 $ 168,000 $ 200,000 $ 8,625 $ 208,625

Christopher Broderick $ 50,000 $ 8,000 $ 58,000 $ 150,000 $ 5,750 $ 155,750

Matthew Evelt(4) $ — $ 3,500 $ 3,500 $ — $ — $ —

Michael Tenore $ 50,000 $ — $ 50,000 $ 75,000 $ — $ 75,000

Jagid, Broderick and Tenore became executive officers of the Company upon completion of the Merger on June 18, 2024.

Broderick resigned from all positions within the Company on August 15, 2025.

(4) On March 30, 2026, Mr.

Evelt informed the Company he was resigning immediately.

On the same day the Company terminated Mr.

Evelt for “Cause” (as defined) effective immediately and stated that he was in violation of his employment agreement due to his egregious misconduct that is materially injurious to the Company.

Jones resigned from all positions with the Company upon completion of the Merger.

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Scully resigned from her position with the Company upon the completion of the Merger.

Employment and Consulting Agreements

Consulting Agreement with Robert Machinist

Upon the closing of the Merger, Robert Machinist entered into a one-year consulting agreement with our company as Executive Vice Chairman of the Board.

Machinist’s consulting fee is $180,000 per annum.

Machinist is entitled to a pro-rated true-up payment from his Consulting Agreement dated October 15, 2022 with Atlantic Acquisition corp.

Machinist is also entitled to a $100,000 transaction bonus upon the completion of the Merger.

Machinist is eligible for discretionary annual bonuses as determined by the compensation committee of our board of directors.

If the consulting agreement is terminated for any reason other than for Cause (as defined) or if Mr.

Machinist voluntarily terminates his consulting engagement for any reason, he will be entitled to full benefits and all previously granted restricted stock, restricted stock units and warrants will immediately vest.

He will be entitled to six months of severance payments of his base salary upon termination, in equal monthly installments, other than for Cause.

For Cause, he will be entitled to three months of severance paid in three equal monthly installments, and all unvested restricted stock, restricted stock units and warrants then held by Mr.

Machinist will be forfeited.

Employment and Board Service Agreements with Guus Franke

Franke entered into a five-year Employment and Board Service Agreement with the Company dated as of January 23, 2026, pursuant to which he was appointed as Executive Chairman on the Circle8 Closing Date.

The Employment and Board Service Agreement shall automatically renew for successive two-year periods, unless cancelled by either party upon written notice of at least 90 days prior to the end of the initial five-year term.

The Employment and Board Service Agreement provides for an annual base salary of $800,000 (“Base Salary”) for the term, with five (5%) percent automatic annual increases each year.

Commencing in 2027, Mr.

Franke will be eligible to receive his annual Base Salary as a bonus (“Annual Bonus”) for every calendar year his Employment and Board Service Agreement is in effect, contingent upon the Company meeting certain revenue targets.

The Company shall pay a transaction bonus in the amount of USD $200,000 for any subsequent completed transaction in excess of $8 million gross, in consideration of Mr.

Franke’s assistance in closing each such transaction.

In the event Mr.

Franke’s services are terminated other than for Cause, he shall be entitled to:

two years of Base Salary;

pro-rated Annual Bonus provided he is on pace to achieve the required performance milestone for such bonus;

all Accrued Benefits, and all unvested equity awards shall immediately be vested.

In the event of a Change of Control, other than with Circle8, 100% of Mr.

Franke’s equity and any unvested equity awards shall be immediately due and payable;

performance bonuses (both current and future) shall be immediately due and payable, regardless of whether the milestone has been achieved;

and all of the severance benefits set forth above shall be due and payable.

Notwithstanding the foregoing, any Contract Benefits to be received upon a Change of Control that would constitute a “parachute payment” shall be reduced to the extent necessary so that no portion shall be subject to Section 4999 of the Internal Revenue Code.

The Employment and Board Service Agreement provides for a non-compete provision of one year from the termination if terminated for Cause, or six months if terminated for any other reason;

and a non-solicitation provision for two years from the termination date if terminated for Cause, and one year for any other reason.

Employment Agreement with Jeffrey Jagid

Upon the closing of the Merger, Jeffrey Jagid entered into an employment agreement with our Company as Chief Executive Officer.

Upon the closing of the Merger on June 18, 2024, Jeffrey Jagid entered into an employment agreement with our Company as Chief Executive Officer.

The agreement is for a term of five years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term.

On January 23, 2026, the Company entered into a First Amendment (the “Amendment”) to Executive Employment Agreement with Jeffrey Jagid, as Chief Executive Officer.

The Amendment is to the Executive Employment Agreement dated as of June 18, 2024 (the ”Agreement”).

Pursuant to the terms of the Amendment, the Employment Term was extended from June 18, 2029 to January 31, 2031;

the Annual Base Salary was increased from $500,000 to $800,000;

the Annual Bonus was increased from $500,000 to $800,000, and the Transaction Bonus was increased from $100,000 to $225,000, effective January 1, 2026.

In addition, Mr.

Jagid shall be entitled to a one-time bonus of $300,000 should the Company complete a registered direct offering or any other type of financing of at least $5,000,000 in 2026.

Each of the Company’s enumerated subsidiaries shall be jointly and severally liable for and unconditionally guarantees the payment and performance of all obligations and agreements under the Amendment.

Furthermore, upon an Event of Default Mr.

Jagid shall be entitled to file an executed Confession of Judgement against the Company and its subsidiaries for severance.

Jagid’s base salary is $500,000 per annum.

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The bonus will be predicated upon our recording a minimum of $250,000,000 in revenues.

Jagid will also be paid a $200,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $100,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000.

Jagid was paid a $200,000 transaction bonus as a result of the closing of the Merger on June 18, 2024, and he will be paid additional transaction bonuses in the amount of $100,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000.

He is also eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors.

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Upon death or disability, Mr.

Jagid, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest.

Jagid is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity.

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He will also be covered under our directors and officers’ liability insurance for up to one year from termination of his employment.

Employment Agreement with Christopher Broderick

Upon the closing of the Merger, Christopher Broderick entered into an employment agreement with our company as Chief Financial Officer.

The employment agreement is for three years with an additional one-year extension unless terminated by either party upon 90 days’ written notice prior to the end of the initial term.

Broderick’s base salary is $300,000 per annum.

He is also entitled to a true-up payment equal to the pro-rated difference between his salary of $120,000 per year under his employment agreement dated February 1, 2023 with Atlantic and $300,000 per annum.

Broderick will be eligible to receive a yearly bonus equal to his annual base salary for every year commencing in 2023.

The bonus will be predicated upon our recording a minimum of $250,000,000 in revenues and adjusted EBITDA of $5,000,000.

Broderick will also be paid a $150,000 transaction bonus as a result of the closing of the Merger and he will be paid additional transaction bonuses in the amount of $75,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000.

He also will be eligible for an annual discretionary bonus to be set by the compensation committee of the board of directors.

Employment Agreement with Kevin J.

Effective February 2, 2026, Mr.

Murphy entered into an employment agreement with our Company as Chief Financial Officer.

The employment agreement is for one year with an additional one year extension unless terminated by either party upon 60 days’ written notice prior to the end of the initial term.

Murphy’s base salary is $375,000 per annum.

Murphy will be eligible to receive a yearly bonus of $200,000 based upon mutually agreed upon goals.

Murphy will also be eligible to earn annual variable compensation, the amount of which will be set by the Company’s Compensation Committee based upon the Company’s achievement of stated financial and strategic goals, as established by the Compensation Committee.

Murphy shall be eligible to participate fully in annual stock option grants, and any other long-term equity incentive program at levels commensurate with Mr.

Murphy’s position and as determined by the Compensation Committee.

The Company shall provide to Mr.

Murphy, at the Company’s cost, health insurance pursuant to the terms of the Company’s health insurance plans.

Mr Murphy received an initial grant of 400,000 stock options under the Company’s equity incentive plan.

The options will have an exercise price of $3.46 equal to the fair market value of the underlying shares on the day prior to grant.

The options will vest over four years, with 25% vesting on each anniversary of the grant date.

If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr.

Broderick’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr.

Broderick will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-

stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination.

Murphy’s then-outstanding stock options, restricted stock, RSUs and warrants will immediately vest, and Mr.

Murphy will be entitled to (i) any accrued benefits, (ii) a prorated annual bonus if we are on pace to meet the performance milestones necessary for such bonus, (iii) all shares of unvested stock options, restricted stock awards, RSUs, Options, Warrants or other equity awards shall immediately become vested, (iv) the right to 12 months of COBRA insurance paid for by the Company, and (iv) reasonable outplacement services for a period of up to 90 days from termination.

After three months of employment, Mr.

Murphy shall receive a severance amount based upon the following schedule:

• zero to three months:

• Four months to a year:

6 months of severance

• After the first anniversary:

9 months of severance

• After the second anniversary:

12 months of severance

Upon death or disability, Mr.

Broderick, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest.

Broderick is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity.

Murphy, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest.

Murphy is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation, including prorated bonus amount and any vested equity.

After three months of employment, Mr.

Murphy shall receive a severance amount based upon the following schedule:

• zero to three months:

• Four months to a year:

6 months of severance

• After the first anniversary:

9 months of severance

• After the second anniversary:

12 months of severance

Upon a Change of Control (as defined), all of Mr.

Broderick’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company.

Broderick will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if his termination is for any other reason.

He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if he is terminated for any other reason.

He will also be covered under our directors and officers’ liability insurance for up to one year from termination of employment.

Murphy’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our Company.

Murphy will be subject to a 1 year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if his termination is for any other reason.

He will be subject to a 1 year non-solicitation covenant from termination if he is terminated for Cause and 1 year if he is terminated for any other reason.

He will also be covered under our directors and officers’ liability insurance both during and, while potential liability exists, after the employment term.

Employment Agreement with Michael Tenore

Upon the closing of the Merger, Michael Tenore entered into an employment agreement with our company as General Counsel and Secretary.

Upon the closing of the Merger on June 18, 2024, Michael Tenore entered into an employment agreement with our Company as General Counsel and Secretary.

The employment agreement is for three years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term.

On January 23, 2026, the Company entered into a First Amendment (the “Amendment”) to Executive Employment Agreement with Michael Tenore, as Secretary and General Counsel.

The Amendment is to the Executive Employment Agreement dated as of June 18, 2024 (the ”Agreement”).

Pursuant to the terms of the Amendment, the Employment Term was extended from June 18, 2029 to January 31, 2031;

the Annual Base Salary was increased from $300,000 to $325,000;

the Annual Bonus was increased from $100,000 to $150,000 and the Transaction Bonus was increased from $75,000 to $150,000 effective January 1, 2026.

In addition, Mr.

Tenore shall be entitled to a one-time bonus of $50,000 should the Company complete a registered direct offering or any other type of financing of at least $5,000,000 in 2026.

Upon an Event of Default Mr.

Tenore shall be entitled to file an executed Confession of Judgement against the Company and its subsidiaries for severance.

Tenore’s base salary is $300,000 per annum.

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The bonus is predicated upon our receiving a minimum of $250,000,000 in revenues and adjusted EBITDA of $5,000,000.

Tenore will also be paid a $75,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $75,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000.

Tenore was paid a $75,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $150,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000.

He also will be eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors.

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McNulty for COBRA insurance;

(ii) in the event of a termination date after the second anniversary of the Merger, an amount equal to one time his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance until the end of the applicable severance term;

event of a termination date after the second anniversary of the Merger, an amount equal to one time his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance until the end of the applicable severance term;

or (iii) in the case of non-renewal of the employment agreement by Lyneer after the initial term or any renewal term and the subsequent termination of employment within three months following such non-renewal of the employment agreement by Lyneer, an amount equal to six months of his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance.

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and any unpaid bonus for any then completed fiscal year.

Board of Directors Agreement (Chairman) with Prateek Gattani

Upon the closing of the Merger, the Company adopted the Board of Director’s Agreement dated as of April 15, 2024 with Prateek Gattani to serve as Chairman of the Board for a two-year period from the closing of the Merger.

The agreement provides for Mr.

Gattani to have all responsibilities of a director of the Company.

He is to be paid an annual fee equal to the higher of $200,000 or the highest amount any other director is being paid.

Gattani was granted RSUs to purchase 1,300,000 shares of common stock vested upon the date of grant and exercisable for five (5) years from the date of issuance.

The agreement provides that he cannot be removed except by the Company’s stockholders.

2025 Equity Incentive Plan

The Atlantic International Corp.

2023 Equity Incentive Plan (the “Incentive Plan”) became effective upon the consummation of the Merger and allows us to provide equity awards as part of our compensation program, an important tool for motivating, attracting and retaining talented employees and for providing incentives that promote our business and increased stockholder value.

2025 Equity Incentive Plan (the “Incentive Plan”) became effective on stockholder approval at the November 7, 2025 Annual General Meeting.

It allows us to provide equity awards as part of our compensation program, an important tool for motivating, attracting and retaining talented employees and for providing incentives that promote our business and increased stockholder value.

The following is a summary of the material features of the Incentive Plan.

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Persons eligible to participate in the Incentive Plan are our officers, employees, non-employee directors, and consultants and those of our subsidiaries as selected from time to time by the plan administrator in its discretion.

date of this Annual Report, approximately 314 individuals currently employed by, or affiliated with, Atlantic or Lyneer are eligible to participate in the Incentive Plan, which includes four officers, approximately 300 employees who are not officers, seven non-employee directors, and three consultants.

As of the date of this Annual Report, approximately 314 individuals currently employed by, or affiliated with, Atlantic, Lyneer or Circle8 are eligible to participate in the Incentive Plan, which includes our officers, employees who are not officers, seven non-employee directors, and consultants.

Administration

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Share Reserve

A number of shares of our common stock equal to 15% (initially 7,309,322 shares) of the number of shares of common stock to be outstanding immediately following consummation of the Initial Capital Raise following the Merger was initially reserved for issuance under the Incentive Plan.

Following the Merger, we assumed Atlantic’s obligations with respect to restricted stock units granted to and held by those members of Atlantic management and certain persons who are key consultants to our company post-Merger.

A number of shares of our common stock equal to initially 10,000,000 to be adjusted upward to reflect fifteen (15%) percent of the number of shares issued and outstanding on December 31st of each year.

Shares underlying any awards under the Incentive Plan that are forfeited, cancelled, held back to cover the exercise price or tax withholding, satisfied without the issuance of stock or otherwise terminated (other than by exercise) will be added back to the shares available for issuance under the Incentive Plan.

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Subject to applicable law and approval of the plan administrator, the exercise price may also be made by means of a broker-assisted cashless exercise.

In addition, the plan

administrator may permit nonqualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

In addition, the plan administrator may permit nonqualified options to be exercised using a “net exercise” arrangement that reduces the number of shares issued to the optionee by the largest whole number of shares with fair market value that does not exceed the aggregate exercise price.

Stock Appreciation Rights

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however, the plan administrator has the discretion to permit awards (other than incentive stock options) to be transferred by a participant.

The Incentive Plan, unless terminated earlier, will continue in effect for a term of ten (10) years, after which time no awards may be granted under the Incentive Plan.

The Incentive Plan, unless terminated earlier, will continue in effect for a term of ten (10) years from the Board of Director’s approval on April 3, 2025, after which time no awards may be granted under the Incentive Plan.

Amendment and Termination

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All stock awards granted under the Incentive Plan are subject to recoupment in accordance with any clawback policy that we are required to adopt pursuant to the listing standards of any national securities exchange or association on which our securities are listed or as is otherwise required by the U.S.

Dodd-Frank Wall Street Reform and Consumer Protection

Act or other applicable law.

Dodd-Frank Wall Street Reform and Consumer Protection Act or other applicable law.

In addition, our board of directors may impose such other clawback, recovery or recoupment provisions in a stock award agreement as our board of directors determines necessary or appropriate.

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The following table set forth supplemental information relating to the Company’s grants of RSUs during the fiscal year 2025 to the NEOs.

Also included, in accordance with SEC rules on disclosure of executive compensation, is information relating to the estimated grant date fair value of the grants.

Also included, in accordance with SEC rules on disclosure of executive compensation, is information

relating to the estimated grant date fair value of the grants.

Neither the values reflected in the table, nor the assumptions utilized in arriving the values should be considered indicative of future stock performance.

Stock Awards:

Stock Grant Date

Stock Option Awards:

Number of Securities Underlying Options Exercise or Base Price of Option Awards Grant Date

of Stock and Option

Name/Grant Type Grant

Date (#) (#) ($/Share) ($)

Jeffrey Jagid

RSU N/A — $ —

Christopher Broderick

RSU N/A — $ —

1/2/2025 4,122,652 — $ — $ 24,488,553

8/11/2025 1,428,571 — $ — $ 3,028,571

Matthew Evelt

Stock options

6/2/2025 — 1,000,000 (1) $ 2.67 $ 2,670,000

Michael Tenore

RSU N/A — $ —

1/7/2025 824,530 — $ — $ 4,823,501

8/11/2025 378,371 — $ — $ 802,147

(1) These options were terminated as of March 30, 2026, with Mr.

Evelt’s termination from employment prior to the initial vesting date of June 1, 2026.

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth outstanding equity awards to our NEOs as of December 31, 2025.

Name Number of Shares or Units of

Option Awards Stock Awards

Number of Securities Underlying Unexercised Options Option Exercise Price Option Expiration Date Number of Shares or Units of

Stock That Have Not Vested Market Value of Shares or Units of

Stock That Have Not Vested

Exercisable Unexercisable

(#) (#) ($) (#) ($)

Jeffrey Jagid

Christopher Broderick — $ —

— — $ — — 4,122,652 (1) $ 5,483,127

— — $ — — 1,428,571 (1) $ 1,899,999

Matthew Evelt (2)

— 1,000,000 $ 2.67 6/1/2030 — $ —

Michael Tenore

— — $ — — 824,530 (1) $ 1,096,625

— — $ — — 378,371 (1) $ 503,233

(1) These restricted stock vested on January 1, 2026.

(2) These options were terminated as of March 30, 2026, with Mr.

Evelt’s termination from employment prior to the initial vesting date of June 1, 2026.

Director Compensation

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Our board of directors, on the recommendation of its Compensation Committee, will be responsible for reviewing and approving any changes to the directors’ compensation arrangements.

In consideration for serving on our board of directors, each director (other than Excluded Directors) will be paid an annual retainer.

In consideration for serving on our board of directors, each director (other than Excluded Directors) will be

paid an annual retainer.

All directors will be reimbursed for their reasonable out-of-pocket expenses incurred while serving as directors.

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Each non-employee director receive a one-time initial stock option award for 161,290 shares of our common stock, which options shall vest in arrears in equal tranches monthly for one year.

Each non-employee director

shall also be eligible to receive grants of stock options, each in an amount designated by the Compensation Committee of our board of directors, from any equity compensation plan approved by the Compensation Committee.

Each non-employee director shall also be eligible to receive grants of stock options, each in an amount designated by the Compensation Committee of our board of directors, from any equity compensation plan approved by the Compensation Committee.

In addition to such compensation, we reimburse each non-employee director for all pre-approved expenses within 30 days of receiving satisfactory written documentation setting out the expense actually incurred by such director.

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The following table sets forth the director compensation we accrued in the year ended December 31, 2025 (excluding compensation to our executive officers set forth in the summary compensation table above).

Prateek Gattani $ — $ 3,068,000 $ 3,068,000

Machinist $ — $ — $ —

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Prateek Gattani, our Chairman of the Board, received 1,300,000 RSUs, as part of his director compensation, which vested upon the date of grant and will expire five years from the date of issue.

Additionally, 161,290 RSUs were granted to each of Jeffrey Kurtz, David Solimine and David Pfeffer upon completion of the Lyneer Merger as director fees that vest equally monthly over one year.

Additionally, 161,290 RSUs were granted to each of Jeffrey Kurtz, David Solimine and David Pfeffer upon completion of the Merger as of June 18, 2024, as director fees that vest equally monthly over one year.

Insider Trading Arrangements and Policies

There are no Rule 10b5-1 trading arrangements held by any officer or director of the Company.

The company has adoped its Insider Trading Policies and Procedures, which is being filed herein as Exhibit 19.1.

The Company has adopted its Insider Trading Policies and Procedures, which is being filed herein as Exhibit 19.1.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table sets forth information regarding beneficial ownership of our outstanding common stock as of March 21, 2025 by (i) each of our directors or executive officers, (ii) all of the persons who serve as our directors and executive officers as a group and (iii) each person who is known by us to be a beneficial owner of more than 5% of our common stock.

The following table sets forth information regarding beneficial ownership of our outstanding common stock as of April 10, 2026 by (i) each of our directors or executive officers, (ii) all of the persons who serve as our directors and

executive officers as a group and (iii) each person who is known by us to be a beneficial owner of more than 5% of our common stock.

Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities.

In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days after March 21, 2025 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed

have sole voting and investment power for all shares shown as beneficially owned by them.

The applicable percentage ownership based on 62,415,686 shares of common stock outstanding as of March 21, 2025.

In computing the number of shares beneficially owned by a person listed below and the percentage ownership of such person, shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days after April 10, 2026 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.

Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all shares shown as beneficially owned by them.

The applicable percentage ownership based on 79,358,271 shares of common stock outstanding as of April 10, 2026.

Name and Address of Beneficial Owner

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Executive Officers and Directors

Prateek Gattani 26,723,729 (1)

Machinist (1)

728,814 1.2 %

Jeffrey Jagid (1)

6,521,025 (2)

Christopher Broderick (2)

2,581,408 4.1 %

Michael Tenore (1)

1,578,865 (3)

Guus Franke (5)

12,516,070 15.8 %

Jeff Kurtz (1)

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5% or Greater Shareholder

IDC Technologies, Inc., 920 Hillview Court, Suite 250, Milpitas, California 95035 25,423,729 (6)

SPP Credit Advisors, LLC

550 Fifth Avenue, 12 th Floor

New York, New York 10036

21,983,926 (8)

Andrew Bressman (1)(9)

6,503,971 8.2 %

Pequod Consulting LLC (10)

Hankins Waterfront Plaza

Main street, Charlestown

Nevis and St.

4,301,012 5.4 %

_____________

* Represents ownership of less than one (1%) percent.

(1) As the Chief Executive Officer and sole shareholder of IDC, Mr.

Gattani would have the power to vote and dispose of the shares held by IDC except upon a default as described in note six (6) below.

The address of Mr.

Gattani is c/o IDC Technologies, Inc.

(IDC), 920 Hillview Court, Suite 250, Milpitas, California 95035.

(1) The address of this person is c/o Atlantic International Corp., 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632.

(3) Includes 161,290 RSUs granted upon completion of the Merger as directors fees that vests equally monthly over one year.

(2) Does not include 1,000,000 shares issuable upon exercise of incentive stock options which vest on June 5, 2026.

(3) Does not include 125,000 shares issuable upon exercise of incentive stock options which vest on June 5, 2026.

(4) Consists of options that vest over four years, with 25% vested February 2, 2027.

(5) The address of this person is c/o Axiom Partners GmbH, Gubelstrasse, 11 Zug Switzerland

(6) 161,290 RSUs granted upon completion of the Merger on June 18, 2024, as directors fees that are fully vested.

(7) The address of Mr.

Pfeffer is c/o SeqLL Inc., 3 Federal Street, Billerica, Massachusetts 01821.

(5) Includes (i) 500 shares of common stock, (ii) 1,030 shares of common stock issuable upon the exercise of currently exercisable stock options and (iii) 161,290 RSUs granted upon completion of the Merger as directors fees that vests equally monthly over one year.

(6) These shares are subject to a pledge agreement entered into with the lender under the Term Note.

If IDC defaults under the Term Note and the lenders under the Term Note are able to foreclose upon IDC’s equity interest in our Company, this would result in a change in control of our Company.

(8) These shares were acquired following a default under a pledge agreement entered into with IDC Technologies, Inc., formerly the Company’s principal stockholder.

Vesting and disposition power rests with the holder of the shares.

Bressman is a Strategic Advisor to the Company.

(10) Pequod Consulting LLC has acted as a consultant to the Company since October 15, 2022.

Upon the closing of the Merger on June 18, 2024, the Company retained Pequod’s services under a two-year Consulting Agreement.

Certain Relationships and Related Transactions and Director Independence

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Related Party Transactions

From April 29, 2019 to April 29, 2020, 23 issued a series of non-convertible promissory notes (the “Promissory Notes”) to St.

Laurent Investments LLC, an affiliate of William C.

Laurent, a former member of SeqLL’s board of directors, amounting to $1,375,000.

The Promissory Notes had a one-year term with interest accruing at 10% per annum.

In October 2021, 23 entered into an agreement with St.

Laurent Investments LLC to reduce the interest on $1,375,000 principal amount of the Promissory Notes from 10% to 5% per year starting on October 1, 2021.

On May 30, 2024, we entered into an agreement with St.

Laurent Investments LLC to extend the maturity date of the $1,375,000 Promissory Note, to July 31, 2025.

The interest rate from August 1, 2024 through July 31, 2025 shall be 10% per annum.

See Part III, Item 11 — Executive Compensation for the terms and conditions of employment agreements and senior management consulting agreements and options and restricted stock units issued and/or to be issued to Atlantic International’s officers, directors, consultants and senior management.

Transactions with Lyneer Management Holdings

LMH was a non-controlling member of the Company with a 10% ownership interest at December 31, 2023.

Two of Lyneer’s officers, specifically its CEO and CFO, each owned 44.5% of LMH, respectively.

On November 15, 2022, Lyneer and IDC Technologies, Inc.

(“IDC”) as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of $5,127,218.

The balance of the Year 1 Earnout Notes payable to LMH was $0 as of both December 31, 2025 and December 31, 2024.

On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with total balances of $2,013,041.

The balance of the Year 2 Earnout Notes payable to LMH was $0 as of both December 31, 2025 and December 31, 2024.

As of both December 31, 2025 and December 31, 2024, the combined Earnout Note balances payable to LMH was $0.

Interest expense incurred on the Earnout Notes to LMH totaled $0 and $292,996 for the years ended December 31, 2025 and 2024, respectively.

The balance of the earnout liability payable to LMH as of both December 31, 2025 and December 31, 2024, was $0.

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

This obligation was terminated on December 31, 2024.

Transactions with IDC

The Company and IDC were co-borrowers and were jointly and severally liable for principal and interest payments under the previous Revolver, the Term Loan related to the previous Revolver, the Term Note, the Seller Notes and the Earnout Notes.

In the case of certain of those obligations IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from the Company.

For interest payments of that nature, the Company recognizes interest expense when interest is incurred under the relevant loan agreement and a corresponding payable to IDC, which is subsequently removed from the Company’s consolidated balance sheet upon Company’s remittance of the reimbursement funds to IDC.

Additionally, when principal payments are made by IDC the Company recognizes a reduction of the associated loan balance, with a corresponding increase in the payable to IDC which is then reduced upon the Company’s payment of funds to IDC.

As a result of the Merger, the Company was required to file short-term income tax returns for the periods of January 1, 2024 to June 18, 2024 and June 19, 2024 to December 31, 2024.

For the first short-period, Lyneer and IDC filed consolidated income tax returns in certain states.

In connection with this arrangement the Company recorded a liability payable to IDC for taxes payable by IDC which represented taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC.

These amounts were determined by calculating the Company’s taxable income multiplied by the applicable tax rate.

Amounts payable to IDC of this nature amounted to $548,432 as of both December 31, 2025 and December 31, 2024, respectively, and are included in “other receivables” and “due to related parties” on the accompanying consolidated balance sheets as of December 31, 2025, and December 31, 2024, respectively.

For the second short-period ended December 31, 2024, Lyneer has filed consolidated income tax returns with Atlantic International Corp.

Total amounts receivable from IDC, including the above taxes payable to IDC, amounted to $1,369,833 as of December 31, 2025 and is included in “other assets” on the accompanying consolidated balance sheets.

The total amounts payable to IDC amounted to $2,091,035 as of December 31, 2024 and is included in “due to related parties” on the accompanying consolidated balance sheets.

There are no formalized repayment terms.

On June 18, 2024, the Company entered into a $35,000,000 Merger Note with IDC.

Pursuant to the Amended and Restated Convertible Promissory Note, any amounts paid to BMO will be in satisfaction of this Note.

The Company is offsetting the balance related to IDC that was remaining on the previous Revolver and rolled into the New Revolving Credit Facility.

Debt and Note 17:

Related Party Transactions for further discussion.

Gross Amount Amount Offset Net Amount

Receivable from IDC included in “Other assets” $ 7,426,218 $ (6,056,385) $ 1,369,833

Merger Note $ 34,882,666 $ (6,056,385) $ 28,826,281

Additionally, IDC was issued 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate.

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

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

On June 18, 2024, the Company entered into a Credit Agreement with SPP in the principal amount of $1,950,000 at an interest rate of 5% per annum.

Debt for further information.

The maturity date of the Credit Agreement was originally September 30, 2024.

However, mandatory prepayments shall be made from the Initial Capital Raise, on the issuance of new debt or new equity interests, or upon a change of control.

Conditions have not been met to make mandatory prepayments.

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

See Item 11 — Executive Compensation for the terms and conditions of employment agreements and board service agreement and stock options and restricted stock units issued and/or to be issued to Atlantic International’s officers, directors, consultants and senior management.

Principal Accountant Fees and Services

6 unchanged sentences

(2) Audit-related fees — Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit fees.”

(3) Tax fees — Fees for tax compliance, advice and planning.

(4) All other fees — Fees for production and services other than the above three categories.

Pre-Approval Policies and Procedures

6 unchanged sentences

(a)(1) List of Financial Statements

The following documents are included in this Report under Part II, Item 8 — Financial Statements and Supplementary Data :

The following documents are included in this Report under Item 8 — Financial Statements and Supplementary Data :

• Report of Independent Registered Certified Public Accounting Firm (PCAOB ID 587 )

• Consolidated Statements of Balance Sheets

• Consolidated Statements of Operations

• Consolidated Statements of Changes in Stockholders’ Equity (Deficit)

• Consolidated Statements of Changes in Stockholders’ Deficit

• Consolidated Statements of Cash Flows

6 unchanged sentences

Certificate of Merger of SeqLL Merger LLC with and into Lyneer Investments LLC (3)

2.5 A cquisition Agreement d a ted January 22, 2026, by and among Atlantic Intern ational Corp, Axiom Partnersh ip GmbH and Circle8 Group, B.V .

Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of SeqLL Inc.

3.2 A men ded and Restated Certificate o f Incorporation in effect ( 4 )

Description of Sec urities of Atlantic International Corp

4.2 S pecimen common stock certificate ( 6 )

4.3 F orm of outstanding W arrant ( 7 )

4.4 L etter dated September 16, 2024 to the shareholders of record as of September 26, 2023 ( 8 )

4.5 F orm of outstanding Common Stock Purchase Warrant ( 9 )

10.1 A mended and Restated 20 14 Equity Incentive Plan (1 0 )

10.2 A tlantic International Corp.

3.2 Amended and Restated Certificate of Incorporation in effect (4)

3.3 A mended and Res t a ted By-Laws (18)

3.4 Certificate of Designations, Preferences and Limitations of Series B 5% Convertible Preferred Stock (23)

4.1 Description of Securities of Atlantic International Corp (20)

4.2 Specimen common stock certificate (6)

4.3 Form of outstanding Warrant (7)

4.4 Letter dated September 16, 2024 to the shareholders of record as of September 26, 2023 (8)

4.5 Form of outstanding Common Stock Purchase Warrant (9)

4.6 2 025 Equity Incentive Plan (17)

10.3 A sset Purchase Agreement dated as of May 29, 2023 (1 2 )

10.4 C onsulting Agreement between Atlantic International Corp.

4.7 F orm of a Preferred Stock Purchase Warrant (23)

10.1 Amended and Restated 2014 Equity Incentive Plan (10)

10.2 Atlantic International Corp.

2023 Equity Incentive Plan (11)

10.3 Asset Purchase Agreement dated as of May 29, 2023 (12)

10.4 Consulting Agreement between Atlantic International Corp.

and Robert Machinist (3)

10.5 Executive Employment A g reement between A tlantic International Corp.

10.5 Executive Employment Agreement between Atlantic International Corp.

and Christopher Broderick (3)

7 unchanged sentences

and James Radvany (3)

10.10 B oard of Direct ors Agreement (Chairman) between Atlantic International Corp.

and Prateek Gatta nio dated as of April 15, 2024 (3)

10.11 A sset Purchase Agreement between SeqLL and SeqLL Omnics, Inc.

10.12 C onvertible Promissory Note dated June 20, 2024 issued by the Issuer to IDC Technologies Inc.

10.13 T enth Amen dment to Loan A g reement and For bearance A greement ( 8 )

10.10 Board of Directors Agreement (Chairman) between Atlantic International Corp.

and Prateek Gattani dated as of April 15, 2024 (3)

10.11 Asset Purchase Agreement between SeqLL and SeqLL Omnics, Inc.

10.12 Convertible Promissory Note dated June 20, 2024 issued by the Issuer to IDC Technologies Inc.

10.13 Tenth Amendment to Loan Agreement and Forbearance Agreement (8)

10.14 Amendment No.

1 to Convertible Promissory Note dated as of September 12, 2024 made by the Issuer to IDC Technologies Inc.

10.15 N inth Amendment to ABL Credit and Forbearance Agreement (1 3 )

I nsider Tradi ng Polici es and Pro cedures

10.15 Ninth Amendment to ABL Credit and Forbearance Agreement (13)

10.16 Loan and Security Agreement dated April 29, 2025 by and among North Mill Capital, LLC (d/b/a SLR Business Credit) and Lyneer Staffing Solutions, LLC (16)

10.17 Revolving Credit Master Promissory Note dated April 29, 2025 from Lyneer Staffing Solutions, LLC to North Mill Capital, LLC (16)

10.18 Amended and Restated Convertible Promissory Note from Atlantic International Corp.

to IDC Technologies, Inc.

10.19 Convertible Promissory Note dated January 23, 2026, from Atlantic International Corp to Axiom Partners GmbH (19)

10.20 Employment and Board Service Agreement dated as of January 23, 2026, by and between Atlantic International Corp.

and Guus Franke (19)

10.21 First Amendment to Executive Employment Agreement dated January 23, 2026 between Atlantic International Corp.

and Jeffrey Jagid (19)

10.22 First Amendment to Executive Employment Agreement dated January 23, 2026 between Atlantic International Corp.

and Michael S.

10.23 Executive Employment Agreement dated as of February 3, 2026 between Atlantic International Corp.

and Kevin Murphy (21)

10.24 Separation Agreement dated as of A ugust 8, 2025, by and between Atlantic International Corp.

and Christopher Broderick (22)

10.25 Securities Purchase Agreement dated March 20, 2026 by and between Atlantic International Corp and the Purchaser (23)

19.1 Insider Trading Policies and Procedures ( 20)

21* Subsidiaries of Atlantic International Corp

C onsent of RBSM LLP concerning registration statement on Form S-8

C onsent of RBSM LLP con ce rning registration statements on Form S-3

23.1* Consent of RBSM LLP concerning registration statement on Form S-8

23.2* Consent of RBSM LLP concerning registration statements on Form S-3

Rule 13a-14(1) Certification of the Chief Executive Officer

4 unchanged sentences

Section 1350 by the Chief Financial Officer, as adopted pursuant to Section 9006 of the Sarbanes-Oxley Act of 2002 .

C lawback Policy

97.1 Clawback Policy (20)

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.SCH* Inline XBRL Taxonomy Extension Schema Document

101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document

104* Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

17 unchanged sentences

(15) Incorporated by reference to the Issuers Registration Statement on Form S-1 filed with the SEC on July 2, 2024.

(16) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on May 5, 2025.

(17) Incorporated by reference to Exhibit A of the Issuer’s Definitive Schedule 14D filed with the SEC on May 13, 2025.

(18) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on October 31, 2025.

(19) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on January 28, 2026.

(20) Incorporated by reference to the Issuer’s Annual Report on Form 10-K filed with the SEC on March 28, 2025.

(21) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on February 3, 2026.

(22) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on August 11, 2025.

(23) Incorporated by reference to the Issuer’s Current Report on Form 8-K filed with the SEC on March 26, 2026.

Form 10-K Summary

1 unchanged sentence

Atlantic International Corp.

March 28, 2025 By:

/s/ Christopher Broderick

Christopher Broderick

April 15, 2026 By:

Chief Financial Officer

1 unchanged sentence

Signature Title Date

/s/ Jeffrey Jagid Chief Executive Officer and Director March 28, 2025

/s/ Jeffrey Jagid

Chief Executive Officer

April 15, 2026

Jeffrey Jagid

/s/ Christopher Broderick Chief Financial Officer March 28, 2025

Christopher Broderick

/s/ Prateek Gattani Chairman of the Board March 28, 2025

Prateek Gattani

/s/ Robert Machinist Vice Chairman of the Board March 28, 2025

/s/ Kevin J Murphy

Chief Financial Officer April 15, 2026

Kevin J Murphy

/s/ Guus Franke Executive Chairman of the Board April 15, 2026

/s/ Robert Machinist Director

April 15, 2026

Robert Machinist

/s/ Jeffrey Kurtz Director March 28, 2025

/s/ Jeffrey Kurtz Director April 15, 2026

Jeffrey Kurtz

/s/ David Solimine Director March 28, 2025

/s/ David Solimine Director April 15, 2026

David Solimine

/s/ David Pfeffer Director March 28, 2025

/s/ David Pfeffer Director April 15, 2026

David Pfeffer

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 9A. Controls and Procedures