UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 Entry Into a Material Definitive Agreement
Amended and Restated Agreement and Plan of Reorganization
As previously reported, on June 4, 2024, Atlantic International Corp. (then known as SeqLL, Inc.), a Delaware corporation (the “Company”), SeqLL Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic Acquisition Corp, a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC a Delaware limited liability company (“Lyneer”), and IDC Technologies, Inc., a California corporation (“IDC”), entered into an Amended and Restated Agreement and Plan of Reorganization (the “Merger Agreement”) pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity (the “Lyneer Merger”) and (ii) Purchaser Sub will be subsequently be merged with and into Lyneer with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the “SeqLL Merger” and together with the Lyneer Merger, the “Mergers”)
On June 12, 2024, the Company entered into Amendment No 1 to the Merger Agreement to reflect a decline in the market price of SeqLL common stock since the execution of the Merger Agreement. The Merger Price (as defined in the Merger Agreement) was reduced from $3.10 to $2.36 per share. All other principal terms of the Merger Agreement remain the same.
A copy of the Amendment No 1 to the Merger Agreement is attached hereto as Exhibit 2.1.
Item 5.03 Amendments to Articles of Incorporation Bylaws; Change in Fiscal Year
On June 13, 2024, in preparation for the Mergers described in Item 1.01 above, the Company changed its name from SeqLL Inc. to Atlantic International Corp. A copy of the amendment to the Company’s Certificate of Incorporation is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization dated as of June 12, 2024* | |
| 3.1 | Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of SeqLL Inc. | |
| 10.4 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 18, 2024 | ATLANTIC INTERNATIONAL CORP. | |
| By: | /s/ Daniel Jones | |
| Daniel Jones | ||
| Chief Executive Officer | ||
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