UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A
(Rule 14a-101)

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INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Check the appropriate box:

SeqLL Inc.
(Name of Registrant as Specified in its Charter)

_________________________________________________________________

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check in the appropriate box):

SeqLL Inc.
3 Federal Street
Billerica, MA 01821

June ___, 2023

PROPOSED MERGER TRANSACTION — YOUR VOTE IS VERY IMPORTANT

Dear Stockholders:

The board of directors of SeqLL Inc. (“SeqLL”) has unanimously adopted and approved an Agreement and Plan of Reorganization (the “Merger Agreement”) pursuant to which SeqLL will acquire all of the issued and outstanding membership interests of Lyneer Investments LLC, a Delaware limited liability company (“Lyneer”), through merger transactions, in which (a) Lyneer will merge with Atlantic Merger LLC, a Delaware limited liability company (“Atlantic Merger Sub”) and a wholly-owned subsidiary of Atlantic Acquisition Corp., a Delaware corporation (“Atlantic”), with Lyneer surviving as a 58.45%-owned subsidiary of Atlantic, a 37.40%-owned subsidiary of IDC Technologies Inc, a California corporation (“IDC”), and a 4.15%-owned subsidiary of Lyneer Management Holdings LLC, a Delaware limited liability company (“Lyneer Management,” and together with IDC, the “Lyneer Members” and the Lyneer Members, together with Atlantic, the “Sellers”), and subsequently (b) Lyneer Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of SeqLL (“SeqLL Merger Sub”), will merge with and into Lyneer, with Lyneer surviving as SeqLL’s wholly-owned direct subsidiary, and SeqLL will make a cash payment to the Lyneer Members in the aggregate amount of $60,000,000 and issue to the Sellers an aggregate of 159,866,898 shares of its common stock in exchange for all of the issued and outstanding membership interests of Lyneer (collectively, the “Merger”). If the issuance of the common stock of SeqLL pursuant to the Merger Agreement is approved by SeqLL’s stockholders and the Merger is completed, Atlantic will be entitled to receive 90,422,454 shares of SeqLL common stock and the Lyneer Members will be entitled to receive an aggregate of 69,444,444 shares of SeqLL common stock as of the effective time of the Merger (the “Effective Time”) (subject to adjustment), which will result in the issuance by SeqLL of an aggregate of 159,866,898 shares of SeqLL common stock, or approximately 95.2% of the outstanding shares of common stock of SeqLL after giving effect to the Merger but without giving effect to any shares of SeqLL common stock to be issued after the date hereof and prior to the completion of the Merger to finance the cash portion of the Merger consideration. As a result, the issuance of SeqLL common stock in the Merger will effect a change of control of SeqLL, as defined in the Nasdaq Stock Market LLC Listing Rule 5635(b).

Pursuant to the Merger Agreement, prior to the closing of the Merger, SeqLL will declare a cash dividend payable to stockholders of record (the “SeqLL Record Holders”) as of the close of business on the fifth business day preceding the date of the closing (the “SeqLL Record Date”) in an amount equal to the amount of SeqLL’s estimated cash and cash equivalents as of the closing date of the Merger, less any amounts withheld for taxes and certain other obligations as of such date. In addition, if the value of the number of outstanding shares of SeqLL common stock on the SeqLL Record Date, based upon the price per share at which the SeqLL common stock is sold (the “Offering Price”) in a proposed public offering or private placement of approximately $75 million of SeqLL common stock to be consummated on or about the closing date of the Merger (the “Capital Raise”), is less than $12 million, then SeqLL will issue to the SeqLL Record Holders as of the SeqLL Record Date as a stock dividend an aggregate number of shares of SeqLL common stock that, when added to such value of the outstanding shares of SeqLL common stock on the SeqLL Record Date, will equal approximately $12 million. Finally, promptly following the closing of the Merger, SeqLL intends to sell to SeqLL Omics, Inc., a newly-formed entity owned primarily by certain of the employees of SeqLL, including the current Chairman of the Board and Chief Executive Officer of SeqLL, the business operations of SeqLL as it exists immediately prior to the closing of the Merger pursuant to the terms of an asset purchase agreement that was entered into concurrently with the Merger Agreement (the “Asset Purchase Agreement”).

SeqLL is sending you the accompanying proxy statement to notify you of a special meeting of stockholders being held to vote on:

(i)     the approval of the issuance of the common stock of SeqLL in the Merger and the change of control of SeqLL that will be effected as a result of such issuance (collectively, the “Merger Proposal”);

(ii)    the approval of the nominees of Atlantic and IDC to the board of directors of SeqLL effective upon the consummation of the Merger and following the increase in the size of our board of directors from four members to seven members (the “Board of Directors Proposal”);

(iii)   the authorization of an amendment to the Amended and Restated Certificate of Incorporation of SeqLL (the “Charter”) to effect a reverse stock split of the SeqLL common stock on a one new common share for up to 30 shares of old common stock basis, at the discretion of the board of directors in connection with the consummation of the Merger (the “Reverse Stock Split Proposal”);

(iv)   the authorization of an amendment to the Charter to change the name of SeqLL following consummation of the Merger to “Atlantic International Corp.” (the “Name Change Proposal”);

(v)    the authorization of an amendment to the Charter to increase the authorized shares of SeqLL common stock from 80,000,000 shares to 300,000,000 shares (the “Authorized Share Proposal”);

(vi)   the approval of the Atlantic International Corp. 2023 Equity Incentive Plan, which will become effective upon consummation of the Merger (the “Equity Plan Proposal”);

(vii)  the approval of the Asset Purchase Agreement and the transactions contemplated thereby (the “Asset Sale Proposal”);

(viii) a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the other proposals to be voted on at the special meeting (the “Adjournment Proprosal”); and

(ix)   such other related matters and business as may properly come before the special meeting or any adjournments or postponements thereof.

and to ask you to vote at the special meeting in favor of the approval of such proposals.

SeqLL is a Delaware corporation incorporated under the Delaware General Corporation Law and its common stock and warrants trade on the Nasdaq Capital Market under the symbols “SQL” and “SQLLW,” respectively.

For a discussion of risk factors that you should consider in evaluating the Merger Proposal and the other proposals on which you are being asked to vote, see “Risk Factors” beginning on page 17 of the enclosed proxy statement. The market price of SeqLL’s common stock will continue to fluctuate following the date of the stockholder vote on the Merger Proposal and the other proposals on which you are being asked to vote at the special meeting. Consequently, at the time of the stockholder vote, the value of the Merger consideration will not yet be determined. Based on the range of closing prices of SeqLL’s common stock on Nasdaq during the period from May 26, 2023, the last trading day before public announcement of the execution of the Merger Agreement, through June [    ], 2023, the last full trading day before the date of the attached proxy statement, the Merger consideration, including the cash consideration and the shares of SeqLL common stock to be issued to the Sellers in the Merger, represented a value ranging from a low of approximately $[          ] to a high of approximately $[          ].

The affirmative vote of a majority of the votes cast by SeqLL stockholders present, in person or by proxy, at the special meeting is required to approve the Merger Proposal, Board of Directors Proposal and the Equity Plan Proposal and the effectiveness of such proposals is conditioned upon the approval of each of the other proposals, except for the Asset Sale Proposal and the Adjournment Proposal.

The affirmative vote of the registered holders of a majority of the outstanding shares of SeqLL common stock is required to approve the Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Share Proposal. The effectiveness of the Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Share Proposal is conditioned upon the approval of each of the other proposals in the attached proxy statement, except for the Asset Sale Proposal and the Adjournment Proposal.

The affirmative vote of a majority of the votes cast by disinterested SeqLL stockholders present at the special meeting in person or by proxy is required to approve the Asset Sale Proposal. For purposes of voting on the Asset Sale Proposal, the votes of stockholders that would receive, or would be eligible to receive, a material benefit under the Asset Purchase Agreement, including Daniel Jones, SeqLL’s Chairman and Chief Executive Officer, will be excluded. The effectiveness of the Asset Sale Proposal is conditioned upon the approval of each of the other proposals in the attached proxy statement, except for the Adjournment Proposal.

In connection with the execution and delivery of the Merger Agreement, Daniel Jones, the Chairman of the Board and Chief Executive Officer of SeqLL, one other member of the SeqLL board of directors, William C. St. Laurent, one of the founders of SeqLL, and certain members of Mr. St. Laurent’s family (the “Major Stockholders”) entered into a voting agreement (the “Voting Agreement”), a copy of which is attached as Annex D to this proxy statement. Pursuant to the Voting Agreement, the Major Stockholders agreed to vote their shares in favor of each of the proposals described in the accompanying proxy statement other than the Asset Sale Proposal, a proposal with respect to which Mr. Jones is an interested party and, as a result, on which he will abstain from voting. The Major Stockholders own shares of SeqLL common stock that together represent sufficient voting power to approve each of the proposals to be considered at the special meeting (other than the Asset Sale Proposal on which Mr. Jones will abstain from voting). As a result, the approval of each such proposal by the required stockholders is assured.

The special meeting will be held at on June [    ], 2023 at [          ] Eastern Time at the offices of SeqLL Inc., 3 Federal Street, Third Floor, Billerica, MA 01821. Notice of the special meeting and the related proxy statement are enclosed.

The board of directors unanimously recommends that you vote “FOR” the approval of the Merger Proposal, “FOR” the approval of the Board of Directors Proposal, “FOR” the approval of the Reverse Stock Split Proposal, “FOR” the approval of the Name Change Proposal, “FOR” the approval of the Authorized Share Proposal, “FOR” the approval of the Equity Plan Proposal and, if required, “FOR” the approval of the Adjournment Proposal. The board of directors (with Daniel Jones recusing himself) also unanimously recommends that you vote “FOR” the approval of the Asset Sale Proposal.

Whether or not you plan to attend the special meeting, please complete, sign, date, and return the enclosed proxy card as soon as possible to ensure your representation at the special meeting. SeqLL has provided a postage-paid envelope for your convenience. If you plan to attend the special meeting and prefer to vote in person, you may still do so even if you have already returned your proxy card.

If you are a stockholder of record (that is, if your stock is registered with SeqLL in your own name), then you may vote by: (i) signing your proxy card and mailing it in the enclosed, prepaid and addressed envelope; (ii) voting online by following the procedures provided on the proxy card; or (iii) attending the special meeting and voting in person.

If your shares are registered in the name of a broker, bank, dealer or other nominee, then you are the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the special meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. You are also invited to attend the special meeting; however, as you are not the stockholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker, bank or other nominee.

Thank you in advance for your cooperation and continued support.

The accompanying proxy statement is dated June [    ], 2023 and is first being mailed to stockholders on or about June [    ], 2023.

SeqLL Inc.
3 Federal Street
Billerica, MA 01821

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NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
JUNE ___, 2023

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To the Stockholders of SeqLL Inc.:

A special meeting of the stockholders of SeqLL Inc. (“SeqLL”), will be held at the offices of SeqLL Inc., 3 Federal Street, Third Floor, Billerica, MA 01821, at [      ] Eastern Time on June [    ], 2023 for the following purposes:

(1)    to consider and vote upon the proposal to approve (i) the issuance of shares of common stock of SeqLL in a transaction pursuant to which SeqLL will acquire all of the issued and outstanding membership interests of Lyneer Investments LLC, a Delaware limited liability company (“Lyneer”), through merger transactions in which (a) Lyneer will merge with Atlantic Merger LLC, a Delaware limited liability company (“Atlantic Merger Sub”) and a wholly-owned subsidiary of Atlantic Acquisition Corp., a Delaware corporation (“Atlantic”), with Lyneer surviving as a 58.45%-owned subsidiary of Atlantic, a 37.40%-owned subsidiary of IDC Technologies Inc., a California corporation (“IDC”), and a 4.15%- owned subsidiary of Lyneer Management Holdings LLC, a Delaware limited liability company (“Lyneer Management,” and together with IDC, the “Lyneer Members” and the Lyneer Members, together with Atlantic, the “Sellers”), and subsequently (b) Lyneer Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of SeqLL (“SeqLL Merger Sub”), will merge with and into Lyneer, with Lyneer surviving as SeqLL’s wholly-owned direct subsidiary, and SeqLL will make a cash payment to the Lyneer Members in the aggregate amount of $60,000,000 and issue to the Sellers an aggregate of 159,866,898 shares of its common stock in exchange for all of the issued and outstanding membership interests of Lyneer (collectively, the “Merger”) and (ii) the change of control of SeqLL that will be effected as a result of such issuance and related matters (collectively, the “Merger Proposal”), each pursuant to an Agreement and Plan of Reorganization, as amended (the “Merger Agreement”), as more fully described in the attached proxy statement (a copy of the Merger Agreement is attached as Annex A to the accompanying proxy statement) and in particular, under the heading “Proposal I — Merger Proposal” in the accompanying proxy statement;

(2)    to consider and vote upon the proposal to approve the nominees of Atlantic and IDC to the board of directors of SeqLL effective upon the consummation of the Merger, the details of which are contained under the heading “Proposal II — Board of Directors Proposal” in the accompanying proxy statement;

(3)    to consider and vote upon the proposal to authorize, in connection with the consummation of the Merger, an amendment to the Amended and Restated Certificate of Incorporation of SeqLL (the “Charter”) to effect a reverse stock split of the outstanding common stock on a one new share of common stock for up to 30 old shares of common stock basis, at the discretion of the board of directors in connection with the consummation of the Merger, the details of which are contained under the heading “Proposal III — Reverse Stock Split Proposal” in the accompanying proxy statement;

(4)    to consider and vote upon the proposal to authorize, in connection with the consummation of the Merger, an amendment of the Charter to change the name of SeqLL to “Atlantic International Corp.,” the details of which are contained under the heading “Proposal IV — Name Change Proposal” in the accompanying proxy statement;

(5)    to consider and vote upon a proposed amendment to the Charter to increase the authorized shares of SeqLL common stock from 80,000,000 shares to 300,000,000 shares, the details of which are contained under the heading “Proposal V — Authorized Share Proposal” in the accompanying proxy statement;

(6)    to consider and vote upon the proposal to approve the Atlantic International Corp. 2023 Incentive Equity Plan that will become effective upon consummation of the Merger, the details of which are contained under the heading “Proposal VI — Equity Plan Proposal” in the accompanying proxy statement;

(7)    to consider and vote upon the proposal to approve the asset purchase agreement between SeqLL and SeqLL Omics, Inc. (the “Asset Purchase Agreement”) and the transactions contemplated thereby, the details of which are contained under the heading “Proposal VII — Asset Sale Proposal” in the accompanying proxy statement; and

(8)    to consider and vote upon a proposal to adjourn the special meeting to a later date or time, if necessary or appropriate, to solicit additional proxies if there are an insufficient number of votes at the time of such adjournment to approve the other proposals to be voted on at the special meeting, the details of which are contained under the heading “Proposal VIII — Adjournment Proposal” in the accompanying proxy statement.

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE PROPOSALS (OTHER THAN THE ASSET SALE PROPOSAL) TO BE VOTED ON AT THE SPECIAL MEETING. THE BOARD OF DIRECTORS (WITH DANIEL JONES RECUSING HIMSELF) ALSO RECOMMENDS THAT YOU VOTE “FOR” THE ASSET SALE PROPOSAL.

The affirmative vote of a majority of the votes cast by SeqLL stockholders present, in person or by proxy, at the special meeting is required to approve the Merger Proposal, the Board of Directors Proposal and the Equity Plan Proposal and the effectiveness of such proposals is conditioned upon the approval of each of the other proposals, except for the Asset Sale Proposal and the Adjournment Proposal.

The affirmative vote of a majority of the outstanding shares of SeqLL common stock is required to approve the Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Share Proposal. The effectiveness of the Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Share Proposal is conditioned upon the approval of each of the other proposals, except for the Asset Sale Proposal and the Adjournment Proposal.

The affirmative vote of not less than a majority of the votes cast by disinterested SeqLL stockholders present at the special meeting in person or by proxy, which excludes from voting on the approval stockholders that would receive, or would be eligible to receive, a material benefit under the Asset Purchase Agreement, including Daniel Jones, SeqLL’s Chairman and Chief Executive Officer, is required to approve the Asset Sale Proposal. The effectiveness of the Asset Sale Proposal is conditioned upon the approval of each of the other proposals, except for the Adjournment Proposal.

In connection with the execution and delivery of the Merger Agreement, Daniel Jones, the Chairman of the Board and Chief Executive Officer of SeqLL, one other member of the SeqLL board of directors, William C. St. Laurent, one of the founders of SeqLL, and certain members of Mr. St. Laurent’s family (the “Major Stockholders”) entered into a voting agreement (the “Voting Agreement”), a copy of which is attached as Annex D to this proxy statement. Pursuant to the Voting Agreement, the Major Stockholders agreed to vote their shares in favor of each of the proposals described in this proxy statement other than the Asset Sale Proposal, a proposal with respect to which Mr. Jones is an interested party and, as a result, on which he will abstain from voting. The Major Stockholders own shares of SeqLL common stock that together represent sufficient voting power to approve each of the proposals to be considered at the special meeting (other than the Asset Sale Proposal, as to which Mr. Jones will abstain from voting). As a result, the approval of each of the proposals, other than the Asset Sale Proposal, is assured.

SeqLL’s shares of common stock are listed on the Nasdaq Capital Market and SeqLL is subject to the Nasdaq Stock Market LLC (“Nasdaq”) listing standards set forth in its Listing Rules. Although SeqLL is not required to obtain stockholder approval under Delaware law in connection with the Merger, it is required under Nasdaq Listing Rule 5635(a)(1) and Nasdaq Listing Rule 5635(b) to seek stockholder approval of the proposed issuance of shares of common stock at the consummation of the Merger.

Nasdaq Listing Rule 5635(a)(1) requires stockholder approval prior to the issuance of securities “in connection with” the acquisition of the stock or assets of another company, where due to the present or potential issuance of shares of common stock (or securities convertible into or exercisable for common shares), other than a public offering for cash, the common shares to be issued (a) constitutes voting power in excess of 20% of the outstanding voting power prior to the issuance or (b) is or will be in excess of 20% of the outstanding shares of common stock prior to the issuance. In addition, Listing Rule 5635(b) requires stockholder approval prior to the issuance of securities when such issuance or potential issuance will result in a change of control of a company. Nasdaq may deem a change of control to occur when, as a result of an issuance, an investor or a group would own, or have the right to acquire, 20% or more

of the outstanding shares of common stock or voting power and such ownership or voting power would be the largest ownership position of the issuer. The total shares proposed to be issued to Atlantic and the Lyneer Members in the Merger will equal approximately 95.2% of SeqLL’s outstanding common stock at the consummation of the Merger without giving effect to any shares of SeqLL common stock to be issued in connection with the Capital Raise.

In addition, under Nasdaq Listing Rule 5635(d), prior stockholder approval is required for the issuance, other than in a public offering, of securities convertible into common shares at a price less than the greater of book or market value of the common shares if the securities are convertible into 20% or more of a company’s common shares. Because the shares of SeqLL common stock will be issued in exchange for all of the membership interests of Lyneer, the deemed issuance price of the common stock may be less than the greater of the book or market value of SeqLL’s common shares immediately before the consummation of the Merger. If the Merger Proposal is approved and the Merger is completed, the issuance of shares of SeqLL common stock will exceed 20% of the shares of SeqLL common stock currently outstanding. Because the issuance price may be below the greater of the book or market value of SeqLL’s common stock immediately prior to the consummation of the Merger, the Nasdaq Listing Rules may require that SeqLL obtain stockholder approval of the issuance of shares of its common stock at the consummation of the Merger. Therefore, SeqLL is requesting stockholder approval for the issuance of common stock under the Nasdaq Listing Rules.

All stockholders are cordially invited to attend the special meeting in person. Whether or not you expect to attend the special meeting, please complete, sign, date and return the enclosed proxy card as soon as possible to ensure your representation at the special meeting. A postage-paid return envelope is enclosed for your convenience. You may vote by: (i) signing your proxy card and mailing it in the enclosed envelope; (ii) voting over the internet by following the procedures provided on the proxy card; or (iii) attending the special meeting and voting in person. Even if you have given your proxy, you may still vote in person if you attend the special meeting. Please note, however, that if a broker, bank or other nominee holds your shares of record and you wish to vote at the special meeting, then you must obtain from the record holder a proxy issued in your name.

SeqLL’s board of directors has fixed the close of business on May 26, 2023 as the record date for determination of stockholders entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. Only stockholders of record at the close of business on that date will be entitled to notice of, and to vote at, the special meeting and any adjournments or postponements thereof. The list of stockholders entitled to vote at the special meeting will be available for inspection at SeqLL’s principal executive offices, beginning on the earlier of ten days prior to the date of the special meeting or two business days after the date this notice is provided to stockholders and continuing through the special meeting, and any adjournments thereof. The list will also be available for inspection at the special meeting.

Please review the proxy statement accompanying this notice for more complete information regarding the Merger, the Merger Agreement and the other matters to be considered at the special meeting. Please read the accompanying proxy statement and its annexes carefully and in their entirety.

Daniel Jones, Chief Executive Officer

TABLE OF CONTENTS

QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING

The following are some questions that you, as a stockholder of SeqLL, may have regarding the special meeting and the matters to be considered at the special meeting, as well as brief answers to those questions. You are urged to carefully read this proxy statement and its annexes in their entirety because this section may not provide all of the information that is important to you with respect to the matters to be considered at the special meeting. Additional important information is contained in the annexes to this proxy statement. See “Where You Can Find More Information.”

Q:     Why am I receiving this proxy statement?

A:     SeqLL has entered into the Merger Agreement with Atlantic Merger Sub, SeqLL Merger Sub, Lyneer and the Sellers pursuant to which Atlantic Merger Sub will initially be merged into Lyneer and SeqLL Merger Sub will then be merged into Lyneer, with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of SeqLL, and SeqLL will pay $60 million in cash and issue shares of its common stock in exchange for all of the issued and outstanding membership interests of Lyneer (the “Merger”). A copy of the Merger Agreement is attached to this proxy statement as Annex A. In connection with the consummation of the Merger, (i) SeqLL will sell its existing assets, other than cash and cash equivalents, to SeqLL Omics, Inc., a newly-formed corporation owned by certain current employees and management of SeqLL, including the current Chairman of the Board and Chief Executive Officer of SeqLL, for nominal consideration, (ii) SeqLL will distribute all of its cash and cash equivalents, less certain amounts withheld for taxes and the payment of certain other obligations of SeqLL (the “Cash Distribution”), to the stockholders of SeqLL as of a record date prior to the pricing of the Capital Raise to be determined by SeqLL (the “SeqLL Record Date”), and (iii) if the value of the outstanding SeqLL common stock as of the SeqLL Record Date is less than $12 million, additional shares of SeqLL common stock will be distributed to the holders of such shares of SeqLL common stock on the SeqLL Record Date, so that such holders will have held SeqLL common stock valued at approximately $12 million as of such date (the “Stock Distribution”).

SeqLL is holding a special meeting of stockholders in order to obtain the stockholder approval necessary to approve the Merger and certain matters related thereto. SeqLL’s common stock is listed on the Nasdaq Capital Market and SeqLL is subject to the Nasdaq’s listing standards as set forth in its Listing Rules. Although SeqLL is not required to obtain stockholder approval under Delaware law in connection with the Merger, it is required under Nasdaq Listing Rule 5635(a)(1) and Listing Rule 5635(b) to seek stockholder approval of the issuance of common stock in connection with the Merger. At the special meeting, stockholders will be asked to approve the issuance of common stock to the stockholders of Atlantic and the Lyneer Members in connection with the Merger as contemplated by the Merger Agreement and the change of control of SeqLL that will be effected as a result of such issuance (the Merger Proposal) and certain related matters. In addition, in connection with the consummation of the Merger, SeqLL stockholders will be asked to approve an amendment to the Charter to give effect to the Authorized Share Proposal, the Reverse Stock Split Proposal and the Name Change Proposal and to approve the Board of Directors Proposal and the Equity Plan Proposal.

You are receiving this proxy statement because you have been identified as a stockholder of SeqLL as of the close of business on the record date for the determination of stockholders entitled to notice of the special meeting. This proxy statement contains important information about the Merger Proposal and the related proposals and the special meeting of stockholders. You should read this proxy statement and the information contained in this proxy statement, including its annexes, carefully.

SeqLL encourages you to vote as soon as possible. The enclosed voting materials allow you to vote your shares without attending the special meeting. For more specific information on how to vote, please see the questions and answers below.

Q:     What will happen in the Merger?

A:     If stockholder approval as described in this proxy statement is obtained and all other conditions to the Merger have been satisfied (or, to the extent legally permissible, waived), Atlantic Merger Sub will initially be merged into Lyneer and SeqLL Merger Sub will then be merged into Lyneer, with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of SeqLL. In connection with such mergers, SeqLL will pay to the Lyneer Members an aggregate of $60 million in cash and issue to the Sellers shares of SeqLL common stock in exchange for all of the issued and outstanding membership interests of Lyneer. Upon the completion of the

Merger, the Sellers will become stockholders of SeqLL, the separate corporate existence of each of Atlantic Merger Sub and SeqLL Merger Sub will cease and Lyneer will continue as the surviving entity in the Merger and will be a wholly-owned subsidiary of SeqLL. In addition, if stockholder approval as described in this proxy statement is obtained and all other conditions to the Merger have been satisfied, (i) the size of the SeqLL board of directors will be increased to seven, (ii) an amendment to the Charter to effect a reverse stock split of the outstanding shares of SeqLL common stock on a one share of common stock for up to 30 old shares of common stock basis will be authorized, (iii) an amendment to the Charter to change the name of SeqLL following consummation of the Merger to “Atlantic International Corp.” will be authorized, (iv) an amendment to the Charter to increase the authorized shares of SeqLL common stock from 80,000,000 shares to 300,000,000 shares will be authorized, (v) the Atlantic International Corp. 2023 Incentive Equity Plan will be approved, effective upon the consummation of the Merger, (vi) the change of control of SeqLL that will be effected as a result of the issuance of SeqLL common stock in the Merger will be authorized and (vii) the sale of SeqLL’s current business operations to SeqLL Omics, Inc. pursuant to the Asset Purchase Agreement will be authorized.

Q:     Why is SeqLL proposing to complete the Merger?

A      SeqLL’s board of directors considered a number of factors in approving the Merger Agreement. Among them, the board of directors considered the relative financial conditions, results of operations and prospects for growth of SeqLL, on the one hand, and of Atlantic and Lyneer, on the other hand, and their respective operational and liquidity challenges and competitive strengths, the skill set of Atlantic’s and Lyneer’s management teams, Atlantic’s access to additional equity capital, and the ability of Atlantic’s management to execute Atlantic’s business plan. See “Proposal I: The Merger Proposal — Reasons for the Merger.”

Q:     What is the value of the Merger consideration?

A:     The Merger consideration consists of $60,000,000 in cash and 159,866,898 shares of SeqLL common stock, which number of shares was determined based on an assumed valuation of Atlantic and Lyneer in the Capital Raise of $138,125,000. However, SeqLL intends to finance the $60 million cash portion of the Merger consideration through the Capital Raise. If the pre-money valuation of Atlantic and Lyneer in the Capital Raise is less than $138,125,000, the number of shares issued in the Merger to the Sellers will be reduced. The SeqLL common shares are traded on the Nasdaq Capital Market. Because SeqLL will issue a fixed number of shares of common stock in exchange for the Lyneer membership interests, the value of the Merger consideration that Atlantic and the Lyneer Members will receive will depend on the price per share of SeqLL common stock at the time the Merger is completed. That price will not be known at the time of the special meeting and may be less or more than the current price or the price at the time of the special meeting. Based on the closing price per share of the SeqLL common stock on the Nasdaq Capital Market of $[            ] on June [    ], 2023, which may be more or less than the price at the closing of the Merger, the aggregate Merger consideration to be received by the Sellers, consisting of $60 million of cash and 159,866,898 shares of SeqLL common stock, is $[            ].

Q:     Do persons involved in the Merger have interests that may conflict with mine as a SeqLL stockholder?

A:     Yes. When considering the recommendations of the board of directors, you should be aware that certain SeqLL directors and executive officers may have interests in the Merger that are different from, or are in addition to, yours. These interests include:

•        Daniel Jones, the Chairman and Chief Executive Officer of SeqLL, is the founder and the majority stockholder of SeqLL Omics, Inc. (“SeqLL Omics”), a recently-formed corporation that entered into the Asset Purchase Agreement with SeqLL to acquire substantially all of the assets, and certain of the liabilities, of SeqLL’s current business operations for nominal consideration following the closing of the Merger, subject to approval of the Asset Sale Proposal;

•        The fact that the current directors and executive officers of SeqLL currently own in the aggregate 2,477,094 outstanding shares of SeqLL common stock, or 17.8% of the outstanding shares of SeqLL common stock, which will entitle them to 17.8% of the Cash Distribution and 17.8% of the Stock Distribution, if made;

•        SeqLL’s nomination of a member to the post-merger company’s board of directors, being David Pfeffer;

•        the continuation of options and other potential benefits as a result of the Merger; and

•        the continued indemnification and directors’ and officers’ insurance coverage of current SeqLL directors and officers following the Merger.

For additional information, see “Proposal I: The Merger Proposal — Interests of Directors, Executive Officers and Major Shareholders in the Merger.”

Q:     Are there any conditions to the closing of the Merger?

A:     Yes. SeqLL, Atlantic and Lyneer are not required to complete the Merger unless a number of conditions are satisfied (or, to the extent permitted by applicable law, waived). These conditions include, but are not limited to, the approval of the Merger Proposal, the Board of Directors Proposal, the Reverse Stock Split Proposal, the Name Change Proposal and the Equity Plan Proposal by SeqLL’s stockholders. For a complete summary of the conditions that must be satisfied (or, to the extent permitted by applicable law, waived) prior to completion of the Merger, see “The Merger Agreement — Conditions to Completion of the Merger” and the full text of the Merger Agreement, which is attached to this proxy statement as Annex A.

Q:     Is the Merger expected to be taxable to SeqLL stockholders?

A:     No. The Merger will not be taxable to the SeqLL stockholders. However, the Cash Distribution to be effected promptly following consummation of the Merger may be taxable to the SeqLL stockholders that receive such distribution. See “Proposal I: The Merger Proposal.”

Q:     When is the Merger expected to be completed?

A:     As of the date of this proxy statement, the parties expect that the Merger will be completed in the third quarter of 2023. However, completion of the Merger is subject to the satisfaction or waiver of the conditions to completion of the Merger, which are summarized below. There can be no assurances as to when, or if, the Merger will occur. If the Merger is not completed on or before July 31, 2023, any of SeqLL, Atlantic or Lyneer may terminate the Merger Agreement for any reason or no reason. See “The Merger Agreement — Conditions to Completion of the Merger” and “The Merger Agreement — Termination of the Merger Agreement.”

Q:     How will SeqLL be managed after the closing of the Merger?

A:     SeqLL’s board of directors currently consists of four members, and on closing of the Merger, the number of directors will be increased to seven, with only one of SeqLL’s existing directors continuing on the SeqLL board of directors. In addition, effective upon the closing of the Merger, all of the existing executive officers of SeqLL will resign and the new SeqLL board of directors will appoint certain executive officers of Atlantic as the executive officers of SeqLL. See “Directors and Officers — Directors and Officers Following the Merger” for more information.

Q:     What happens if the Merger is not completed?

A:     If the Merger Proposal is not approved by the stockholders or if the Merger is not completed for any other reason, SeqLL will remain a public company and its common stock will continue to be listed and traded on the Nasdaq Capital Market (assuming SeqLL meets all of Nasdaq’s continued listing standards). In addition, SeqLL’s management expects that the business will be operated in the same manner as it is currently being operated.

Q:     Are any of the proposals conditioned on one another?

A:     The closing of the Merger is conditioned on the approval of each of the proposals presented at the special meeting, except for the Asset Sale Proposal and the Adjournment Proposal. In addition, each of the other proposals (except for the Asset Sale Proposal and the Adjournment Proposal), is conditioned on the approval of all other proposals at the special meeting. It is important to note that in the event that any proposal, other than the Asset Sale Proposal and the Adjournment Proposal, is not approved, then SeqLL cannot consummate the Merger. If the Merger Proposal and the related proposals are approved and the Asset Sale Proposal is not approved, the SeqLL board will continue to wind down the current business operations of SeqLL and will seek other alternatives for disposing of SeqLL’s currently-existing assets.

Q:     Am I entitled to exercise dissenters’ or similar rights under Delaware law as a result of the Merger?

A:     Under Delaware law, SeqLL stockholders will not be entitled to appraisal or dissenters’ rights in connection with the Merger.

Q:     Will the Sellers be able to trade the shares of SeqLL common stock that they receive pursuant to the Merger?

A:     Not immediately. The offer and sale of the shares of SeqLL common stock issued in connection with the Merger will not be registered under the Securities Act of 1933, as amended (the “Securities Act”). As a result, all shares of SeqLL common stock that the Sellers receive in the Merger will be “restricted securities,” as defined in Rule 144 under the Securities Act, and the Sellers may not resell such securities for a period of six months after issuance unless such shares are registered for resale under the Securities Act or an exemption from such registration is available.

Q:     What other proposals are being presented at the special meeting?

A:     Stockholders will be asked to vote on the following proposals:

(i)     to approve the issuance of the common shares in the Merger and the change of control of SeqLL that will be effected as a result of such issuance;

(ii)    to approve the nominees of Atlantic and the Lyneer Members to the SeqLL board of directors effective upon the consummation of the Merger and following the increase in the size of the SeqLL board from four members to seven members;

(iii)   to authorize an amendment to the Charter to effect a reverse stock split of the SeqLL common stock on a one new share of common stock for up to 30 old shares of common stock basis, at the discretion of the board of directors in connection with the consummation of the Merger;

(iv)   to authorize an amendment to the Charter to change the name of SeqLL to “Atlantic International Corp.”;

(v)    to approve an amendment to the Charter to increase the authorized shares of SeqLL common stock from 80,000,000 shares to 300,000,000, the details of which are contained under the heading Proposal V — Authorized Share Proposal” in the accompanying proxy statement;

(vi)   to approve the Atlantic International Corp. 2023 Incentive Equity Plan;

(vii)  to approve the Asset Purchase Agreement and transactions contemplated thereby; and

(viii) to approve the adjournment of the special meeting, if necessary, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the proposals required to effect the consummation of the Merger.

SeqLL is not aware of any other business to be acted upon at the special meeting. If, however, other matters are properly brought before the special meeting, your proxies will have discretion to vote or act on those matters according to their best judgment and they intend to vote the shares as the SeqLL board of directors may recommend.

Q:     When and where is the special meeting?

A:     The special meeting will be held at the offices of SeqLL Inc., 3 Federal Street, Third Floor, Billerica, MA 01821 at [            ] Eastern Time, on June [      ], 2023.

Q:     How does the board of directors recommend that I vote?

A:     SeqLL’s board of directors unanimously recommends that you vote your shares “FOR” each of the proposals to be voted on at the special meeting.

Q:     Who is entitled to vote at the special meeting?

A:     All stockholders of record as of the close of business on May 26, 2023, the record date for the determination of stockholders entitled to vote at the special meeting, are entitled to vote at the special meeting. On that date, 13,886,379 shares of SeqLL common stock were issued and outstanding. However, with respect to the Asset

Sale Proposal, shares held by stockholders that would receive, or would be expected to receive, a material benefit under the Asset Purchase Agreement, including Daniel Jones, SeqLL’s Chairman of the Board and Chief Executive Officer, would not be entitled to vote. On the record date, 13,886,379 shares of SeqLL common stock were issued and outstanding and entitled to vote on the Asset Sale Proposal.

Q:     How many votes do I have?

A:     You are entitled to one vote for each share of common stock of SeqLL that you owned as of the close of business on the record date.

Q:     What vote is required to approve each proposal?

A:     Assuming that a quorum is present, approval of the Merger Proposal, the Board of Directors Proposal and the Equity Plan Proposal each require the affirmative vote of a majority of the votes cast by SeqLL stockholders present at the special meeting in person or by proxy and the effectiveness of such proposals is conditioned upon the approval of each of the other proposals discussed in this proxy statement, other than the Asset Sale Proposal and the Adjournment Proposal.

The Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Stock Proposal must be approved by the affirmative vote of holders of a majority of the outstanding SeqLL common stock in order to become effective, and the effectiveness of the Reverse Stock Split Proposal, the Name Change Proposal and the Authorized Stock Proposal is conditioned upon the approval of each of the other proposals discussed in this proxy statement, other than the Asset Sale Proposal and the Adjournment Proposal.

Assuming that a quorum is present, approval of the Asset Sale Proposal requires the affirmative vote of a majority of the votes cast by disinterested SeqLL stockholders present at the special meeting in person or by proxy, which excludes from voting on the approval stockholders that would receive, or would be eligible to receive, a material benefit under the Asset Purchase Agreement, including Daniel Jones, SeqLL’s Chairman and Chief Executive Officer, and the effectiveness of such proposal is conditioned upon the approval of each of the other proposals discussed in this proxy statement, other than the Adjournment Proposal.

Approval of the Adjournment Proposal requires, whether a quorum is present or not, the affirmative vote of a majority of the shares present in person or represented by proxy at the special meeting casting votes, excluding abstentions and broker non-votes. The Bylaws of SeqLL and the Delaware General Corporation Law also authorize the chairman of the meeting to adjourn the special meeting. With respect the Adjournment Proposal, if you do not submit a proxy or voting instructions or do not vote in person at the meeting, your shares will not be counted in determining the outcome of the proposal. If you “ABSTAIN” from voting on the Adjournment Proposal, your shares will not be deemed to have been cast and will not have an effect on the vote to approve the Adjournment Proposal.

Q:     How will the Company’s directors, executive officers and significant stockholders vote their shares at the  special meeting?

Pursuant to the Voting Agreement, the Major Stockholders controlling the right to vote approximately 50.3% of the total voting power of SeqLL have agreed to cause all of their shares of SeqLL common stock entitled to vote at any meeting of SeqLL stockholders to be present at the special meeting and to vote all such shares in favor of the Merger Proposal, the Board of Directors Proposal, the Equity Plan Proposal, the Reverse Stock Split Proposal, the Name Change Proposal, the Authorized Share Proposal and the Adjournment Proposal. Pursuant to the Voting Agreement, the Major Stockholders have appointed Daniel Jones as their proxy and attorney-in-fact to vote their shares in favor of the Merger Proposal, the Board of Directors Proposal, the Equity Plan Proposal, the Reverse Stock Split Proposal, the Name Change Proposal, the Authorized Share Proposal and the Adjournment Proposal. In his capacity as proxy for the Major Stockholders, Daniel Jones intends to vote in favor of each of these proposals. As a result, the approval of each such proposal is assured. An affirmative vote of the shares of SeqLL common stock that are governed by the Voting Agreement would be sufficient to approve each of these proposals. SeqLL believes that each of its directors will also vote in favor of such proposals. Daniel Jones in his individual capacity and in his capacity as proxy for the Major Stockholders will not vote with respect to the Asset Sale Proposal. SeqLL does not know how any other stockholders intend to vote their shares at the special meeting.

Q:     Can I attend the special meeting? What do I need for admission?

A:     You are entitled to attend the special meeting if you were a stockholder of record or a beneficial owner of SeqLL common stock as of the close of business on May 26, 2023 or you hold a valid legal proxy for the special meeting. If you are a stockholder of record, your name will be verified against the list of stockholders of record prior to your being admitted to the special meeting. If you are a beneficial owner of SeqLL common stock, you will need to provide proof of beneficial ownership on the record date in order to be admitted to the special meeting, such as a brokerage account statement showing that you owned common stock of SeqLL as of the record date, a voting instruction form provided by your bank, broker or other nominee, or other similar evidence of ownership as of the record date, including a valid legal proxy from your bank, broker or other nominee. You should also be prepared to present photo identification for admission. If you do not provide photo identification or comply with the other procedures outlined above upon request, you may not be admitted to the special meeting.

Q:     How can I vote my shares in person at the special meeting?

A:     All stockholders, including stockholders of record and stockholders who hold their shares through banks, brokers or other nominees, as of the close of business on the record date are invited to attend the special meeting and vote their shares in person in the manner discussed below.

If your shares are registered directly in your name with SeqLL’s transfer agent, you are considered the stockholder of record with respect to those shares. If you are a stockholder of record as of the close of business on the record date for the determination of stockholders entitled to vote at the special meeting, you have the right to vote your shares in person at the special meeting.

If you choose to do so, you can vote at the special meeting using the written ballot that will be provided at the special meeting or you can complete, sign and date the enclosed proxy card you received with this proxy statement and submit it at the special meeting.

If your shares are held in a stock brokerage account or by a bank, broker or other nominee (that is, in “street name”) rather than directly in your own name with SeqLL’s transfer agent, you are considered a beneficial owner of your shares and this proxy statement is being forwarded to you by your bank, broker or other nominee. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account. As the beneficial owner, you may vote your shares in person at the special meeting only if you obtain a legal proxy from the bank, broker or other nominee that holds your shares giving you the right to vote the shares at the special meeting.

Even if you plan to attend the special meeting, it is recommended that you submit your proxy or voting instructions in advance of the special meeting as described below so that your vote will be counted if you later decide not to attend the special meeting.

Q:     How can I vote my shares without attending the special meeting?

A:     Whether you are a stockholder of record or a beneficial owner, you may direct how your shares are voted without attending the special meeting. If you are a stockholder of record, you may submit a proxy to authorize how your shares are voted at the special meeting. Your proxy can be submitted by mail by completing, signing, and dating the proxy card you received with this proxy statement and then mailing it in the enclosed prepaid envelope. Stockholders of record may also submit a proxy over the Internet or by telephone by following the instructions provided on the proxy card you received with this proxy statement or may vote via facsimile by faxing the proxy card to the fax number provided on your proxy card. If you are a beneficial owner, you must submit voting instructions to your bank, broker or other nominee in order to authorize how your shares are voted at the special meeting. Please follow the instructions provided by your bank, broker or other nominee.

Submitting a proxy or voting instructions will not affect your right to vote in person should you decide to attend the special meeting, although beneficial owners must obtain a “legal proxy” from the bank, broker or other nominee that holds their shares giving them the right to vote the shares at the special meeting in order to vote in person at the special meeting.

Q:     What does it mean if I received more than one set of proxy materials?

A:     If you received more than one set of proxy materials, it means that you hold shares in more than one account. For example, you may own your shares in various forms, including jointly with your spouse, as trustee of a trust, or as custodian for a minor. To ensure that all of your shares are voted, please provide a proxy or voting instructions for each account for which you received proxy materials.

Q:     How will my shares be voted if I do not provide specific voting instructions in the proxy or voting instruction form I submit?

A      If you submit a proxy or voting instructions but do not indicate your specific voting instructions on one or more of the proposals to be presented at the special meeting, your shares will be voted as recommended by SeqLL’s board of directors on those proposals if using the form of proxy included with the proxy materials and as the proxyholders may determine with respect to any other matter properly presented for a vote at the special meeting.

Q:     What is the deadline for voting my shares?

A:     If you are a stockholder of record, your proxy must be received by 5:00 p.m. on June [    ], 2023 in order for your shares to be voted at the special meeting. If you are a beneficial owner, please read the voting instructions provided by your bank, broker or other nominee for information on the deadline for voting your shares.

Q:     What is a quorum?

A:     The presence at the special meeting, in person or by proxy, of the holders of not less than 50% of the outstanding shares entitled to vote at the special meeting constitutes a quorum for the purposes of the special meeting. Abstentions are counted as present for the purpose of determining whether a quorum is present.

Q:     How will abstentions be counted?

A:     Abstentions will not be considered as votes cast. Accordingly, abstentions will have no impact upon the any of the proposals to be voted upon.

Q:     Why is my vote important?

A:     If you do not submit a proxy or voting instruction form or vote in person at the special meeting, it may be more difficult for SeqLL to obtain the necessary quorum to hold the special meeting. If you do not submit a proxy or voting instructions or do not vote in person at the special meeting, your shares will not be counted in determining the outcome of any of the proposals at the special meeting.

Q:     If my shares are held in “street name” by my broker, bank or other nominee, will my broker, bank or other nominee vote my shares for me if I do not submit voting instructions?

A:     No. It is not expected that your broker, bank or other nominee will have discretion to vote your shares on any of the matters listed in the notice of special meeting, except in accordance with your specific instructions. Therefore, if you hold your shares in “street name” through a brokerage account and do not submit voting instructions to your broker, bank or other nominee, your broker, bank or other nominee should not vote your common shares on any of the proposals at the special meeting. Please note, however, that if you properly submit voting instructions to your broker, bank or other nominee but do not indicate how you want your shares to be voted, your shares will be voted as recommended by SeqLL’s board of directors on those proposals and as the proxyholders may determine with respect to any other matter properly presented for a vote at the special meeting.

Q:     May I change my vote after I have submitted my proxy or voting instructions?

A:     Yes. If you are a stockholder of record, once you have submitted your proxy by mail, fax or telephone or via the Internet, you may revoke it at any time before it is voted at the special meeting. You may revoke your proxy in any one of three ways:

•        you may grant another proxy marked with a later date (which automatically revokes the earlier proxy) using any of the methods described above (and until the applicable deadline for each method);

•        you may notify SeqLL’s Corporate Secretary in writing that you wish to revoke your proxy before it is voted at the special meeting; or

•        you may vote in person at the special meeting.

Attendance at the special meeting in and of itself, without voting in person at the meeting, will not cause your previously granted proxy to be revoked.

Please note that if you hold your shares in “street name” through a broker, bank or other nominee and you have instructed your broker, bank or other nominee to vote your shares, the above-described options for changing your vote do not apply, and instead, you must follow the instructions received from your broker, bank or other nominee to change your vote.

Q:     What happens if I transfer my shares of SeqLL after the record date?

A:     If you transfer your shares after the record date but before the date of the special meeting, you will retain your right to vote at the special meeting (so long as such shares remain outstanding on the date of the special meeting).

Q:     What do I need to do now?

A:     You are urged to read this proxy statement carefully, including its annexes and the documents referred to in this proxy statement, and then mail your completed, dated and signed proxy card or voting instruction form in the enclosed prepaid return envelope as soon as possible, or submit your proxy or voting instruction via the Internet, by telephone or by fax in accordance with the instructions included with this proxy statement and the enclosed proxy card or voting instruction form, so that your shares can be voted at the special meeting.

Q:     Who is paying for this proxy solicitation?

A:     SeqLL will pay the costs of printing and mailing this proxy statement to stockholders and all other costs incurred in connection with the solicitation of proxies for the special meeting. In addition to the mailed proxy materials, SeqLL’s directors, officers and other employees may also solicit proxies or votes in person, in writing, by telephone, e-mail or other means of communication. Directors, officers and other employees will not be paid any additional compensation for soliciting proxies. SeqLL will also reimburse banks, brokers, nominees and other record holders for their reasonable expenses in forwarding proxy materials to beneficial owners of shares.

Q:     Where can I find more information about SeqLL, Atlantic and Lyneer?

A:     More information about SeqLL, Atlantic and Lyneer is available from various sources described under “Where You Can Find More Information.” Additional information about SeqLL may be obtained from its Internet website at www.seqll.com and at the U.S. Securities and Exchange Commission (the “SEC”) website at http://www.sec.gov, and additional information about Atlantic may be obtained from its Internet website at www.atlantic-international.com and about Lyneer may be obtained from its Internet website at www.lyneer.com. SeqLL, Atlantic and Lyneer have included their respective website addresses in this proxy statement only as inactive textual references and do not intend them to be an active link to their respective websites. The contents of these websites, and information accessible through them, are not part of this proxy statement.

Q:     Who can help answer my questions?

A:     If you have any questions or need further assistance in voting your shares, or if you need additional copies of this proxy statement or the proxy card, please contact Investor Relations at SeqLL Inc., 3 Federal Street, Billerica, MA 01821, (781) 460-6016.

RISK FACTORS

In addition to the other information included in this proxy statement, including the matters addressed in the section “Cautionary Statement Concerning Forward-Looking Information,” you should carefully consider the following risks before deciding how to vote on the proposals presented at the special meeting. The risk factors related to the Merger Proposal present the material risks directly related to the Merger and the integration of the three companies to the extent presently known. Also included are the material risks associated with each of the businesses of SeqLL, Atlantic and Lyneer presently known, because these risks will also affect SeqLL following the closing of the Merger. The risks below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Statement Concerning Forward-Looking Information” beginning on page 31. The risks and uncertainties described in this proxy statement are not the only ones that SeqLL, Atlantic and Lyneer face. Additional risks and uncertainties not presently known to SeqLL, Atlantic or Lyneer or that SeqLL, Atlantic or Lyneer currently consider immaterial may also impair Atlantic’s or Lyneer’s business operations or the business operations of SeqLL after the Merger. If any of the risks actually occur, the business and financial results of both companies could be harmed or the trading price of SeqLL’s common stock could decline. You should also read and consider the other information in this proxy statement, including the annexes. See “Where You Can Find More Information.”

Risks Related to the Merger Proposal

The Merger is subject to a number of conditions.

The Merger Agreement contains a number of conditions that must be fulfilled (or waived by the parties) to complete the Merger. These include, among other customary conditions, conditions relating to the approval of the Merger Proposal by SeqLL’s stockholders and of the Merger by Lyneer’s stockholders. The required satisfaction (or waiver) of these conditions could delay the completion of the Merger for a significant period of time or prevent it from occurring. Any delay in completing the Merger could cause SeqLL not to realize some or all of the benefits that the parties expect SeqLL to achieve. Further, there can be no assurance that the conditions to the closing of the Merger will be satisfied or waived or that the Merger will be completed.

Failure to complete the Merger could negatively impact SeqLL’s business, financial condition, results of operations or stock price.

Completion of the Merger is conditioned upon the satisfaction of certain closing conditions, including the approval of each of the proposals discussed in this proxy statement, other than the Adjournment Proposal, by SeqLL stockholders. The required conditions to closing may not be satisfied in a timely manner, if at all, or, if permissible, waived. If the Merger is not consummated for these or any other reason, SeqLL’s ongoing business may be adversely affected and will be subject to a number of risks and consequences, including the following:

•        SeqLL will be required to pay the substantial fees and expenses that it incurred related to the Merger, such as legal, accounting, printing and fees and expenses of other professionals retained in connection with the Merger, even if the Merger is not completed and, except in certain circumstances, SeqLL may not be able to recover such fees and expenses from Atlantic or Lyneer;

•        under the Merger Agreement, SeqLL is subject to certain restrictions on the conduct of its business prior to completing the Merger that could adversely affect its ability to realize certain of its business strategies, including its ability to enter into additional acquisitions or other strategic transactions while the Merger is pending;

•        matters relating to the Merger may require substantial commitments of time and resources by SeqLL’s management that could otherwise have been devoted to other opportunities that may have been beneficial to SeqLL;

•        the market price of the SeqLL common stock may decline to the extent that the current market price reflects a market assumption that the Merger will be completed;

•        SeqLL may experience negative reactions to the termination of the Merger from customers, clients, business partners, lenders and employees; and

•        SeqLL would not realize any of the anticipated benefits of having completed the Merger.

In addition, any delay in the consummation of the Merger, or any uncertainty about the consummation of the Merger, may adversely affect SeqLL’s future business, growth, revenue, liquidity and results of operations.

Neither Atlantic nor Lyneer is a publicly-traded company, making it difficult to determine the fair market value of those companies.

The outstanding capital stock of Atlantic and equity interests of Lyneer are privately held and are not currently traded on any public market, which makes it difficult to determine the fair market value of Atlantic and Lyneer. There can be no assurance that the Merger consideration to be paid to the Sellers will not be more than the aggregate value of Atlantic and Lyneer.

SeqLL, Atlantic and Lyneer have incurred and expect to continue to incur substantial transaction-related costs in connection with the Merger.

SeqLL, Atlantic and Lyneer have incurred, and expect to continue to incur, a number of non-recurring transaction-related costs associated with completing the Merger. These fees and costs have been, and will continue to be, substantial. Non-recurring transaction costs include, but are not limited to, fees paid to legal, financial and accounting advisors, filing fees and printing costs. Additional unanticipated costs may be incurred, which may be higher than expected and could have a material adverse effect on the new business’s financial condition and operating results.

The fairness opinion obtained by SeqLL from its independent financial advisor will not reflect subsequent changes.

In connection with the proposed Merger, McKim & Company LLC, the independent financial advisor to the board of directors of SeqLL, delivered to the board of directors an opinion dated May 22, 2023 to the effect that as of that date, and based upon and subject to the various considerations set forth in the opinion, the Merger consideration to be paid by SeqLL pursuant to the Merger Agreement was fair, from a financial point of view, to SeqLL. The opinion does not reflect changes that may occur or that have occurred after the date of the opinion, including changes to the operations and prospects of SeqLL, Atlantic or Lyneer, changes in the market prices of the common stock of SeqLL, changes in general market or economic conditions, or regulatory or other factors. Any such changes, or changes of other factors on which the opinion is based, may materially alter or affect the relative values of SeqLL, Atlantic and Lyneer and the value of the Merger consideration payable to the Sellers.

SeqLL’s ability to use its federal net operating loss carryforwards and certain other tax attributes following the Merger may be limited.

As of March 31, 2023, SeqLL had federal net operating loss carryforwards of approximately $20.2 million. The available net operating loss carryforwards, if not utilized by SeqLL to offset taxable income in subsequent taxable periods, will begin to expire in 2034, except for certain net operating losses which can be carried forward indefinitely. Under the Code and the Treasury Regulations promulgated thereunder, certain ownership changes could limit a corporation’s ability to utilize its net operating loss carryforwards and other tax attributes to offset its federal taxable income in subsequent taxable periods.

An “ownership change” (generally a 50% change in equity ownership over a three-year period) under Section 382 of the Code could limit SeqLL’s ability to utilize its net operating loss carryforwards to offset, post-change, its U.S. federal taxable income. Section 382 of the Code imposes an annual limitation on the amount of post-ownership change federal taxable income a corporation may offset with pre-ownership change net operating loss carryforwards. SeqLL believes that the Merger may cause an ownership change of SeqLL that could limit SeqLL’s ability to utilize its pre-Merger net operating loss carryforwards, and as a result, increase SeqLL’s federal income tax liability in subsequent taxable periods.

Risks Relating to the Merger

SeqLL may not realize the expected benefits of the Merger.

While the existing business of SeqLL is expected to be sold concurrently with the Merger, to be successful after the Merger, SeqLL will need to combine and integrate the assets of Atlantic and the operations of Lyneer. Integration will require substantial management attention and resources and could detract attention and resources from the day-to-day business of SeqLL. SeqLL could encounter difficulties in the integration process, such as:

•        the inability to successfully combine Lyneer’s business and Atlantic’s assets in a manner that permits SeqLL to achieve, on a timely basis, or at all, the anticipated benefits of the Merger;

•        complexities associated with managing the combined businesses, including difficulty addressing possible differences in corporate cultures and management philosophies in a seamless manner that minimizes any adverse impact on customers, clients, employees, lenders, and other constituencies;

•        the loss of key employees, customers, suppliers, vendors and partners;

•        insufficient capital and liquidity to achieve the business plan;

•        the inability of the combined company to meet its cost expectations

•        performance shortfalls as a result of the diversion of management’s attention caused by completing the Merger; and

•        potential unknown liabilities and unforeseen increased expenses or delays associated with the Merger.

If SeqLL cannot integrate Lyneer’s business successfully with the management and assets of Atlantic, as well as its own limited operations, SeqLL may fail to realize the expected benefits of the Merger. In addition, there is no assurance that all of the goals and anticipated benefits of the Merger will be achievable, particularly as the achievement of the benefits are in many important respects subject to factors that none of SeqLL, Atlantic nor Lyneer’s controls. These factors include such things as the reactions of third parties with whom contracts are entered into and with which business is undertaken and the reactions of investors and analysts.

In addition, SeqLL, Atlantic and Lyneer have operated and, until the completion of the Merger, will continue to operate independently. It is possible that the integration process could result in diversion of the attention of each company’s management that could adversely affect each company’s ability to maintain any outside business relationships and SeqLL’s ability to achieve the anticipated benefits of the Merger, or could reduce each company’s operating results or otherwise adversely affect SeqLL business and financial results following the Merger.

A market for SeqLL’s securities may not be sustained, which would adversely affect the liquidity and price of its securities.

Following the Merger, the price of SeqLL’s securities may fluctuate significantly due to the market’s reaction to the Merger and general market and economic conditions. An active trading market for SeqLL’s securities following the Merger may not be sustained.

Future results following the Merger may differ materially from the unaudited pro forma financial information included in this proxy statement.

The unaudited pro forma financial information contained in this proxy statement is presented for purposes of presenting the historical consolidated financial statements of SeqLL with the historical financial statements of Lyneer and Atlantic, as adjusted to give effect to the Merger, and is not necessarily indicative of the financial condition or results of operations of the business following the Merger. The assumptions used in preparing the pro forma financial information may not prove to be accurate, and other factors may affect the combined company’s financial condition and results of operations following the Merger. Any change in SeqLL’s financial condition or results of operations may cause significant variations in the price of its common shares. See “Unaudited Pro Forma Condensed Combined Financial Statements” for more information.

SeqLL may not realize anticipated growth opportunities.

SeqLL expects that it will realize growth opportunities and other financial and operating benefits as a result of the Merger; however, it cannot predict with certainty if or when these growth opportunities and benefits will occur, or the extent to which they actually will be achieved.

Following the consummation of the Merger, Atlantic’s and Lyneer’s existing stockholders will control SeqLL, and their interests may conflict with yours in the future.

Immediately following the closing of the Merger, Atlantic’s and Lyneer’s existing stockholders will own a majority of the outstanding shares of SeqLL common stock. Each share of SeqLL common stock initially entitles its holders to one vote on all matters presented to stockholders generally. Accordingly, those owners, if voting in the same manner, will be able to control the election and removal of the majority of directors of SeqLL and thereby determine corporate and management policies, including potential mergers or acquisitions, payment of dividends, asset sales, amendment of the articles and by-laws and other significant corporate transactions of SeqLL for so long as they retain significant ownership. This concentration of ownership may delay or deter possible changes in control of SeqLL, which may reduce the value of an investment in the SeqLL common shares. So long as Atlantic’s and Lyneer’s existing stockholders continue to own a significant amount of the combined voting power, even if such amount is less than 50%, they will continue to be able to strongly influence or effectively control decisions of SeqLL.

Nasdaq may not continue to list SeqLL’s securities on its exchange, and if they do continue to be listed, SeqLL may be unable to satisfy Nasdaq listing requirements in the future, which could limit investors’ ability to effect transactions in its securities and subject it to additional trading restrictions.

As a result of the proposed Merger, SeqLL intends to re-apply for listing of its shares and warrants on the Nasdaq Capital Market. While SeqLL will apply to have its shares and warrants listed on Nasdaq upon consummation of the Merger, it must meet Nasdaq’s initial listing requirements. SeqLL may be unable to meet those requirements. Even if its securities are listed on Nasdaq following the Merger, SeqLL may be unable to maintain the listing of its securities in the future.

If SeqLL fails to meet the initial listing requirements and Nasdaq does not list the securities of SeqLL on its exchange, or if SeqLL is delisted, there could be significant material adverse consequences to SeqLL, including:

•        a limited availability of market quotations for SeqLL securities;

•        a limited amount of news and analyst coverage for SeqLL; and

•        a decreased ability to obtain capital or pursue acquisitions by issuing additional equity or convertible securities.

The Merger will result in changes to SeqLL’s board of directors and management that may affect the strategy and operations of the combined company as compared to that of Atlantic and Lyneer as they currently exist.

If the Merger is completed, the composition of SeqLL’s board of directors and management team will change. Upon completion of the Merger, the SeqLL board of directors will be comprised of six members with a seventh director who is expected to have industry experience to be appointed by the board of directors following the closing of the Merger. SeqLL’s board of directors currently consists of four members, and effective on closing of the Merger, all but one of the members of the SeqLL board of directors, David Pfeffer, are anticipated to resign and additional board members designated by Atlantic and Lyneer will be appointed to the SeqLL board of directors.

There is no assurance that the newly-constituted board of directors and new management of SeqLL will function effectively as a team or be able to execute SeqLL’s new business plan and operations to maximize profitability, and that there will not be any adverse effect on SeqLL’s business as a result.

Uncertainties associated with the Merger may cause a loss of Atlantic and Lyneer management personnel and other key employees that could adversely affect the future business and operations of SeqLL following the Merger.

Upon consummation of the Merger, the combined company will be dependent on the experience and industry knowledge of Atlantic and Lyneer officers and other key employees to execute its business plans. SeqLL’s success after the Merger will depend in part upon its ability to retain key management personnel and other key employees of both Atlantic and Lyneer as well as upon the ability of SeqLL’s new management to execute operationally after the Merger. Lyneer’s and, to a lesser extent, Atlantic’s current and prospective employees may experience uncertainty about their roles within SeqLL following the Merger or other concerns regarding its operations following the Merger, any of which may have an adverse effect on SeqLL’s ability to attract or retain key management and other key personnel. Accordingly, no assurance can be given that each of Lyneer and Atlantic will be able to attract or retain key management personnel and other key employees until the Merger is consummated or following the Merger to the same extent that Lyneer and Atlantic have previously been able to attract or retain such employees.

SeqLL will continue to incur substantial costs and obligations as a result of being a public company.

As a publicly-traded company, SeqLL will continue to incur significant legal, accounting and other expenses that neither Atlantic nor Lyneer was required to incur in the recent past. In addition, laws, regulations and standards relating to corporate governance and public disclosure for public companies, including the rules and regulations of the SEC and Nasdaq, have increased the costs and the time that must be devoted to compliance matters. SeqLL expects that the amount of time and requirements to comply with these rules and regulations will continue to increase and that the legal and financial costs that the combined company will incur will increase compared to the costs that SeqLL previously incurred and could lead to a diversion of management time and attention from revenue-generating activities.

Following the Merger, SeqLL may issue additional shares or other equity securities without your approval, which would dilute your ownership interest in SeqLL and may depress the market price of its common shares.

SeqLL may issue additional shares or other equity securities in the future in connection with, among other things, future acquisitions, repayment of outstanding indebtedness or grants without stockholder approval in a number of circumstances.

The issuance of additional shares or other equity securities could have one or more of the following effects:

•        SeqLL’s existing stockholders’ proportionate ownership interest will decrease;

•        the amount of cash available per share, including for payment of dividends in the future, may decrease;

•        the relative voting strength of each previously outstanding share may be diminished; and

•        the market price of SeqLL shares may decline.

If SeqLL’s performance following the Merger does not meet market expectations, the price of its securities may decline.

If SeqLL’s performance following the Merger does not meet market expectations, the price of SeqLL common shares may decline. The market value of SeqLL common stock at the time of the Merger may vary significantly from the price of its common stock on the date the Merger Agreement was executed, the date of this proxy statement, or the date on which its stockholders vote on the Merger. Because the number of shares of SeqLL common stock issued as consideration in the Merger will not be adjusted to reflect any changes in the market price of its common stock, the value of SeqLL common stock issued in the Merger may be higher or lower than the values of its shares on earlier dates.

In addition, following the Merger, fluctuations in the price of SeqLL common stock could contribute to the loss of all or part of your investment. Prior to the Merger, there has not been a public market for the equity interests of Atlantic or Lyneer, and there has been no trading in the equity securities of either company. Accordingly, the valuation ascribed to the equity securities of SeqLL, Atlantic and Lyneer in the Merger may not be indicative of the price that will prevail in the trading market following the Merger. If an active market for the shares of SeqLL common stock continues, the trading price of its shares following the Merger could be volatile and subject to wide fluctuations in

response to various factors, some of which are beyond its control. Any of the factors listed below could have a material adverse effect on your investment in SeqLL common stock and its common stock may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of SeqLL common stock following the Merger may include:

•        actual or anticipated fluctuations in SeqLL’s financial results or the financial results of companies perceived to be similar to it;

•        changes in the market’s expectations about its operating results;

•        success of competitors;

•        its operating results failing to meet market expectations in a particular period;

•        changes in financial estimates and recommendations by securities analysts concerning SeqLL or the staffing industry and market in general;

•        operating and share price performance of other companies that investors deem comparable to SeqLL;

•        its ability to market new and enhanced products on a timely basis;

•        changes in laws and regulations affecting its business;

•        commencement of, or involvement in, litigation involving SeqLL;

•        changes in its capital structure, such as future issuances of securities or the incurrence of additional debt;

•        the volume of its shares available for public sale;

•        any significant change in its board or management;

•        sales of substantial amounts of shares by its directors, executive officers or significant stockholders or the perception that such sales could occur; and

•        general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

Broad market and industry factors may depress the market price of SeqLL common stock irrespective of its operating performance. The stock market in general and Nasdaq have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of SeqLL’s securities, may not be predictable. A loss of investor confidence in the market for technology, bitcoin mining or sustainability-related stocks or the stocks of other companies that investors perceive to be similar to SeqLL could depress its share price regardless of its business, prospects, financial conditions or results of operations. A decline in the market price of SeqLL common stock also could adversely affect its ability to issue additional securities and its ability to obtain additional financing in the future.

The market price of SeqLL’s common stock may be affected by factors different from those affecting Atlantic’s common stock or Lyneer’s equity securities prior to consummation of the Merger.

SeqLL’s historical business differs from that of Atlantic’s and Lyneer’s. Accordingly, the results of operations of the combined company and the market price of SeqLL’s common stock may be affected by factors different from those that previously affected the independent results of operations and the market price of the common stock of Atlantic and the equity securities of Lyneer.

SeqLL stockholders will experience immediate dilution due to the issuance of SeqLL common stock upon the closing of the Merger.

If SeqLL stockholders approve the Merger Proposal and the other proposals described herein and the parties consummate the Merger, SeqLL is expected to issue an aggregate of 159,866,898 shares of SeqLL common stock upon the closing of the Merger. It is anticipated that, upon completion of the Merger, (i) SeqLL’s existing stockholders, including its executive officers and independent directors, will own approximately 8.0% of the outstanding shares of SeqLL common stock and (ii) the Sellers will own approximately 92.0% of the outstanding shares of SeqLL common stock, in each case without giving effect to the shares of SeqLL common stock to be issued in the Capital Raise to be completed prior to the closing of the Merger. The expected number of shares of SeqLL common stock to be issued by SeqLL is subject to adjustment in accordance with the terms of the Merger Agreement.

Directors and officers have discretion in agreeing to changes or waivers to the terms of the Merger Agreement and the related transactions contemplated thereby, which may result in a conflict of interest when determining whether such changes or waivers are appropriate and in SeqLL’s public stockholders’ best interest.

In the period leading up to the closing of the Merger, events may occur that, pursuant to the Merger Agreement, would require SeqLL to agree to amend the Merger Agreement, to consent to certain actions taken by Atlantic or Lyneer or to waive rights to which SeqLL is entitled to under the Merger Agreement. These events could arise because of changes in Atlantic’s or Lyneer’s business, a request by Atlantic or Lyneer to undertake actions that would otherwise be prohibited by the terms of the Merger Agreement or the occurrence of other events that would have a material adverse effect on Atlantic’s or Lyneer’s business and would entitle SeqLL to terminate the Merger Agreement. In any of such circumstances, it would be at SeqLL’s discretion, acting through its board of directors, to consent to such a request or action or waive such rights. The existence of the financial and personal interests of the directors described elsewhere in these risk factors may result in a conflict of interest on the part of one or more of the directors between what he or she may believe is best for the public stockholders and what he or she may believe is best for him or herself in determining whether or not to take the requested action or waive its rights. As of the date of this proxy statement, SeqLL does not believe there will be any requests, actions or waivers that its directors and officers would be likely to make after stockholder approval of the Merger Proposal has been obtained. While certain changes could be made without further stockholder approval, SeqLL will circulate a new or amended proxy statement and resolicit its stockholders if changes to the terms of the Merger and other related transactions that would have a material impact on its stockholders are required prior to the vote on the Merger Proposal.

While SeqLL expects that it will sell substantially all of the current operations, including all of its operating assets and most of its liabilities, to SeqLL Omics pursuant to the Asset Purchase Agreement upon the closing of the Merger, there may be certain liabilities that cannot be transferred.

Pursuant to the Asset Purchase Agreement, SeqLL will transfer all of its current operating assets and liabilities, other than its liabilities under an outstanding promissory note in the principal amount of $1,350,000, and its office lease obligations after one year to SeqLL Omics upon the closing of the Merger. However, if it is unable to transfer certain liabilities, such as certain tax liabilities, SeqLL will remain obligated for such liabilities. Depending on the timing of any such claim and the amount of such claim, the Asset Purchase Agreement may not provide adequate remedies for such claims and SeqLL may remain obligated for such liabilities.

Actions taken by SeqLL’s officers and directors to increase the likelihood of approval of the Merger Proposal and the other proposals presented in this proxy statement could have a depressive effect on the price of SeqLL common stock.

At any time prior to the special meeting, during a period when they are not then aware of any material non-public information regarding SeqLL or its securities, SeqLL’s directors, officers and their respective affiliates may enter into agreements to purchase shares from institutional and other investors who vote, or indicate an intention to vote, against the Merger Proposal, or enter into transactions with such investors and others to provide them with incentives to acquire common shares or vote their shares in favor of the Merger Proposal. As of the date of this proxy statement, no such arrangement has been made with an existing investor. While the exact nature of any other incentive arrangements that may be entered into in the future has not been determined as of the date of this proxy statement, they might

include, without limitation, arrangements to protect such investors or holders against potential loss in value of their shares, including the granting of put options and the transfer to such investors or holders of shares owned by such persons for nominal value. The purpose of such purchases and other transactions would be to increase the likelihood that the Merger Proposal is approved. Entering into any such arrangements may have a depressive effect on the price of SeqLL’s common stock. For example, if as a result of these arrangements an investor or holder purchases shares for nominal value, the investor or holder may be more likely to sell such shares immediately following the closing of the Merger for a price below market value.

The ability of SeqLL, Atlantic and Lyneer to successfully effect the Merger and successfully operate the business thereafter will depend largely upon the efforts of certain key personnel, including the key personnel of Atlantic and Lyneer, all of whom SeqLL expects to stay with SeqLL following the Merger. The loss of such key personnel following the Merger could adversely affect the operations and profitability of SeqLL’s business.

The ability of SeqLL, Atlantic and Lyneer to recognize certain benefits of the Merger and successfully operate SeqLL’s business following the Merger will depend upon the efforts of certain key personnel of Atlantic and Lyneer. Although SeqLL, Atlantic and Lyneer expect all of such key personnel to remain with SeqLL following the Merger, the unexpected loss of key personnel may adversely affect the operations and profitability of SeqLL and would require SeqLL to recruit a new leadership team. In addition, SeqLL’s future success depends in part on its ability to identify and retain key personnel to succeed senior management in an expedient matter. Furthermore, while SeqLL has closely scrutinized the skills, abilities and qualifications of the key Atlantic and Lyneer personnel that will be employed by SeqLL, SeqLL’s assessment may not prove to be correct. If such personnel do not possess the skills, qualifications or abilities SeqLL expects or those necessary to manage a public company, the operations and profitability of SeqLL’s business may be negatively impacted.

Following the Merger, SeqLL’s ability to meet expectations and projections in any research or reports published by securities or industry analysts, or a lack of coverage by securities or industry analysts, could result in a depressed market price and limited liquidity for its common stock.

The trading market for SeqLL common stock will be influenced by the research and reports that industry or securities analysts may publish about it, its business, its market, or its competitors. If no securities or industry analysts commence coverage of SeqLL, its share price would likely be less than that which would be obtained if it had such coverage and the liquidity, or trading volume of its shares may be limited, making it more difficult for a stockholder to sell shares at an acceptable price or amount. If any analysts do cover SeqLL, their projections may vary widely and may not accurately predict the results it actually achieves. SeqLL’s share price may decline if its actual results do not match the projections of research analysts covering it. Similarly, if one or more of the analysts who write reports on SeqLL downgrades its shares or publishes inaccurate or unfavorable research about its business, its share price could decline. If one or more of these analysts ceases coverage of SeqLL or fails to publish reports on it regularly, its share price or trading volume could decline.

Subsequent to the consummation of the Merger, SeqLL may be required to take write-downs or write-offs, restructuring and impairment or other charges, including goodwill, that could have a significant negative effect on its financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

Although SeqLL has conducted a due diligence examination of Atlantic and Lyneer and their respective subsidiaries, SeqLL cannot assure you that this examination revealed all material issues that may be present in the business of those companies, or that factors outside of SeqLL’s, Atlantic’s and Lyneer’s control will not later arise. As a result, SeqLL may be forced to later write down or write off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if SeqLL’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with its preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on SeqLL’s liquidity, the fact that it may report charges of this nature could contribute to negative market perceptions about SeqLL or its securities. In addition, charges of this nature may cause SeqLL to be unable to obtain future financing on favorable terms or at all.

SeqLL may be subject to securities litigation, which is expensive and could divert management attention.

Following the Merger, SeqLL’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their shares have been subject to securities class action litigation. SeqLL may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on its business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject SeqLL to significant liabilities.

Atlantic’s and Lyneer’s operations may be restricted during the pendency of the Merger pursuant to terms of the Merger Agreement.

Prior to the consummation of the Merger, each of Atlantic and Lyneer is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without the consent of SeqLL. As a result, each of Atlantic and Lyneer may be unable, during the pendency of the Merger, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

Risks Related to Atlantic’s Business.

Atlantic’s lack of operating history.

Atlantic was formed in Delaware on October 6, 2022 as a special purpose vehicle (SPV) to acquire control of one or more reporting public companies. Atlantic has had no commercial operations other than raising funds in a private placement, organizational activities and negotiating with several entities for the acquisition of control of a public company and funding the transaction.

Therefore, Atlantic’s operations are subject to all of the risks inherent in the establishment of a new business, including the absence of an operating history.

Development stage company and lack of financial information.

Atlantic was recently formed and has been engaged in organization activities, a private financing, the negotiations for merger of Lyneer and SeqLL and negotiations for the Capital Raise. As a result, there are no financial statements of Atlantic. The risks involving Atlantic’s business include the problems, expenses, difficulties and delays that could not be anticipated when Atlantic was formed.

Atlantic must avoid any conflicts of interest post-merger.

Following the Merger, the management of Atlantic will become the executive management of SeqLL. They will be required under corporate law to direct substantially all of their business time to that of SeqLL, exclusive of any transaction that may not be a corporate opportunity for SeqLL. Therefore, the current management of Atlantic will be required, under their employment agreements with SeqLL, to direct substantially all of their business time to the affairs of SeqLL, and Atlantic is not expected to have significant revenues, if any, in the near future.

Risks of Atlantic’s Roll-Up Strategy

Atlantic’s proposed roll-up strategy, which, following the Merger will become the roll-up strategy and a growth strategy of SeqLL, assumes, in part, that following the Merger SeqLL will be able to convince smaller firms that they can increase their profitability and market share through an affiliation with SeqLL and the use of SeqLL’s infrastructure, systems and programs The strategy will be to purchase, or merge with, smaller businesses in the staffing industry, thus decreasing certain operating inefficiencies and increasing economics of sale. Should these assumptions be incorrect, Atlantic’s strategy is unlikely to succeed. SeqLL will depend upon the abilities of people who own the businesses SeqLL acquires, or on the managers they employ. In addition, SeqLL must be able to attract and retain qualified personnel at all levels of operations and maintain the same levels of quality control over its services as it currently offers its clients. Unless SeqLL is able to manage such expanded operations in a manner consistent with Lyneer’s present practice, Lyneer’s operations may be adversely affected. Although Atlantic’s senior management has extensive experience in managing acquired operations, there can be no assurance that any acquired operations will be

profitable. Thus, there can be no assurance that Atlantic (or, following the Merger, SeqLL) will be successful in its roll-up strategy, that such strategy will result in increased profits, or that following the Merger SeqLL can obtain, on affordable terms, any additional financing that might be necessary to effect its growth strategy.

Atlantic’s strategy of growing SeqLL through acquisitions may impact its business in unexpected ways.

Atlantic’s growth strategy for SeqLL following the Merger involves acquisitions that will help SeqLL expand its service offerings and diversify its geographic footprint. Atlantic expects that, following the Merger, SeqLL will continuously evaluate acquisition opportunities, but there can be no assurance that SeqLL will be able to identify acquisition targets that complement its strategy and are available at valuation levels accretive to its business. Even if SeqLL is successful in acquiring additional entities, its acquisitions may subject its business to risks that may impact its results of operations, including:

•        inability to integrate acquired companies effectively and realize anticipated synergies and benefits from the acquisitions;

•        diversion of management’s attention to the integration of the acquired businesses at the expense of delivering results for the legacy business;

•        inability to appropriately scale critical resources to support the business of the expanded enterprise and other unforeseen challenges of operating the acquired business as part of Lyneer’s operations;

•        inability to retain key employees of the acquired businesses and/or inability of such key employees to be effective as part of Lyneer’s operations;

•        impact of liabilities of the acquired businesses undiscovered or underestimated as part of the acquisition due diligence;

•        failure to realize anticipated growth opportunities from a combined business, because existing and potential may be unwilling to consolidate their business with a single supplier or to stay with the acquirer post acquisition;

•        impacts of cash on hand and debt incurred to finance acquisitions, thus reducing liquidity for other significant strategic objectives; and

•        internal controls over financial reportings, disclosure controls and procedures, corruption prevention policies, human resources and other key policies and practices of the acquired companies may be inadequate or ineffective.

•        As a public company, SeqLL is required to continue to comply with the rules and regulations of the SEC and Nasdaq in order to maintain its Nasdaq listing and, as a substantially larger company, it will require increased marketing, compliance, accounting and legal costs.

•        Notwithstanding the fact that any future acquisitions may or may not continue to operate as independent entities in their particular markets, keeping their own brand identity and management teams, SeqLL will, in all likelihood, require its lender’s approval under existing loan covenants.

Risks Related to Lyneer’s Business

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.

The markets for Lyneer’s services are highly competitive. Lyneer’s markets are characterized by pressures to provide high levels of service, incorporate new capabilities and technologies, accelerate job completion schedules and reduce prices. Furthermore, Lyneer faces competition from a number of sources, including other executive search firms and professional search, staffing and consulting firms. Several of Lyneer competitors have greater financial and marketing resources than Lyneer does. New and current competitors are aided by technology, and the market has low barriers to entry and similarly such technologies have allowed employers to find workers without the help of traditional

agencies. Specifically, the increased use of the internet may attract technology-oriented companies to the professional staffing industry. Free social networking sites such as LinkedIn and Facebook are also becoming a common way for recruiters and employees to connect without the assistance of a staffing company.

Lyneer’s future success will depend largely upon its ability to anticipate and keep pace with those developments and advances. Current or future competitors could develop alternative capabilities and technologies that are more effective, easier to use or more economical than our services. In addition, Lyneer believes that, with continuing development and increased availability of information technology, the industries in which Lyneer competes may attract new competitors. If Lyneer’s capabilities and technologies become obsolete or uncompetitive, its related sales and revenue would decrease. Due to competition, Lyneer may experience reduced margins on its services, loss of market share, and loss of customers. If Lyneer is not able to compete effectively with current or future competitors as a result of these and other factors, Lyneer’s business, financial condition and results of operations could be materially adversely affected.

Lyneer faces risks associated with litigation and claims.

Lyneer and certain of its subsidiaries are defendants in several lawsuits that could cause them to incur substantial liabilities. Lyneer and certain of its subsidiaries are also defendants in several actual or asserted class and representative action lawsuits brought by or on behalf of their current and former employees alleging violations of federal and state law with respect to certain wage and hour related matters, among other claims. The various claims made in one or more of such lawsuits include, among other things, the misclassification of certain employees as exempt employees under applicable law, failure to comply with wage statement requirements, failure to compensate certain employees for time spent performing activities related to the interviewing process, and other related wage and hour violations. Such suits seek, as applicable, unspecified amounts for unpaid overtime compensation, penalties, and other damages, as well as attorneys’ fees. It is not possible to predict the outcome of these lawsuits. However, these lawsuits may consume substantial amounts of Lyneer’s financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome of the lawsuits. In addition, Lyneer may become subject to similar lawsuits in the same or other jurisdictions, or to various other claims, disputes, and legal or regulatory proceedings that arise in the ordinary course of business. 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. Furthermore, any future lawsuits, claims, disputes, or legal or regulatory proceedings may also consume substantial amounts of Lyneer’s financial and managerial resources and might result in adverse publicity, regardless of the ultimate outcome. 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.

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

Lyneer focuses on providing mid-level professional and light industrial personnel on a temporary assignment-by-assignment basis, which customers can generally terminate at any time or reduce their level of use when compared with prior periods. 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.

Lyneer’s business is also significantly affected by its customers’ hiring needs and their views of their future prospects. Lyneer’s customers may, on very short notice, terminate, reduce or postpone their recruiting assignments with Lyneer and, therefore, affect demand for its services. As a result, a significant number of 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. This could have a material adverse effect on Lyneer’s business, financial condition and results of operations.

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. Substantially all of Lyneer’s revenue is derived from multi-year contracts that are terminable for convenience. Under Lyneer’s multi-year agreements, Lyneer contracts to provide customers with staffing services through work or service orders at the customers’ request.

Under these agreements, Lyneer’s customers often have little or no obligation to request Lyneer’s staffing services. In addition, most of Lyneer’s contracts are cancellable on limited notice, even if Lyneer is not in default under the contract. Lyneer may hire employees permanently to meet anticipated demand for services under these agreements that may ultimately be delayed or cancelled. Lyneer could face a significant decline in revenues and its business, financial condition or results of operations could be materially adversely affected if:

•        Lyneer sees a significant decline in the staffing services requested under its service agreements; or

•        Lyneer’s customers cancel or defer a significant number of staffing requests; or Lyneer’s existing customer agreements expire or lapse and it cannot replace them with similar agreements.

Lyneer has customer concentration

Lyneer has one client that represented approximately 17% of Lyneer’s 2022 revenues. If this client were to terminate its relationship with Lyneer, Lyneer could face a material decrease in revenues if it is unable to replace the client’s lost revenues. 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.

Such unauthorized disclosure, loss or breach could harm Lyneer’s reputation and subject it 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.

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. Many of these individuals have access to customer information systems and confidential information. The risks of these activities include possible claims relating to:

•        discrimination and harassment;

•        wrongful termination or denial of employment;

•        violations of employment rights related to employment screening or privacy issues;

•        classification of temporary workers;

•        assignment of illegal aliens;

•        violations of wage and hour requirements;

•        retroactive entitlement to temporary worker benefits;

•        errors and omissions by Lyneer’s temporary workers;

•        misuse of customer proprietary information;

•        misappropriation of funds;

•        damage to customer facilities due to negligence of temporary workers; and

•        criminal activity.

Lyneer 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.

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.

Lyneer’s growth of operations could strain its resources and cause its business to suffer.

While Lyneer plans to continue growing its business organically through expansion, sales efforts, and strategic acquisitions, while maintaining tight controls on its expenses and overhead, lean overhead functions combined with focused growth may place a strain on its management systems, infrastructure and resources, resulting in internal control failures, missed opportunities, and staff attrition that could have a negative impact on its business and results of operations.

Lyneer is dependent on its management personnel and employees, and a failure to attract and retain such personnel could harm its business.

Lyneer is engaged in the services business. As such, its success or failure is highly dependent upon the performance of its management personnel and employees, rather than upon tangible assets (of which Lyneer has few). There can be no assurance that Lyneer will be able to attract and retain the personnel that are essential to its success.

Lyneer’s debt instruments contain covenants that could limit its financing options and liquidity position, which would limit its ability to grow its business.

Covenants in Lyneer’s debt instruments impose operating and financial restrictions on Lyneer. These restrictions prohibit or limit its ability to, among other things:

•        pay cash dividends to its stockholders, subject to certain limited exceptions;

•        redeem or repurchase its common stock or other equity;

•        incur additional indebtedness;

•        permit liens on assets;

•        make certain investments (including through the acquisition of stock, shares, partnership or limited liability company interests, any loan, advance or capital contribution);

•        sell, lease, license, lend or otherwise convey an interest in a material portion of our assets; and

•        sell or otherwise issue shares of its common stock or other capital stock subject to certain limited exceptions.

Lyneer’s failure to comply with the restrictions in its 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. The holders of Lyneer’s debt may require fees and expenses to be paid or other changes to terms in connection with waivers or amendments. If Lyneer is forced to refinance these borrowings on less favorable terms, Lyneer’s results of operations and financial condition could be adversely affected by increased costs and rates. In addition, these restrictions may limit its ability to obtain additional financing, withstand downturns in its business or take advantage of business opportunities.

Lyneer’s expansion and acquisition strategy may not be executed effectively

Lyneer’s plan for strategic growth is dependent upon finding suitable acquisition targets and executing upon the transactions in a viable manner. Lyneer has not reached any definitive agreement with any acquisition targets, and Lyneer cannot assure you that it will consummate any acquisition on favorable terms or at all.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which SeqLL, Atlantic and Lyneer refer herein contain forward-looking statements that involve risks, uncertainties, and assumptions that are difficult to predict. Words and expressions reflecting optimism, satisfaction, or disappointment with current prospects, as well as words such as “believes,” “hopes,” “intends,” “estimates,” “expects,” “projects,” “plans,” “anticipates,” and variations thereof, or the use of future tense, identify forward-looking statements, but their absence does not mean that a statement is not forward-looking. Such forward-looking statements are not guarantees of performance and actual results could differ materially from those contained in such statements. Such forward-looking statements include but are not limited to statements and information regarding:

•        the expectation that the Merger will be completed;

•        the expected benefits and synergies of the Merger;

•        the expected financial condition, results of operations, earnings outlook and prospects of SeqLL, Atlantic, Lyneer and the combined company, including any projections of sales, earnings, revenue, margins or other financial items;

•        the ability of the new management team after the Merger to execute SeqLL’s business plan;

•        expectations regarding the market for SeqLL’s post-merger products, services and industry growth;

•        SeqLL’s, Atlantic’s and Lyneer’s business strategies and goals;

•        any statements regarding the plans, strategies and objectives of management for future operations;

•        any statements regarding future economic conditions or performance;

•        all assumptions, expectations, predictions, intentions or beliefs about future events;

•        changes in applicable laws, regulations or permits affecting SeqLL, Atlantic or Lyneer operations or the industries in which each operates; and

•        general economic and geopolitical conditions.

Additional information about these factors and about the material factors or assumptions underlying such forward-looking statements may be found in this proxy statement. These important factors also include those set forth under the section entitled “Risk Factors.”

Readers are cautioned that any forward-looking statement speaks only as of the date of this proxy statement, and it should not be assumed that the statements remain accurate as of any future date. None of SeqLL, Atlantic or Lyneer undertakes any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as may be required by law. SeqLL cautions further that, as it is not possible to predict or identify all relevant factors that may impact forward-looking statements, the foregoing list should not be considered a complete statement of all potential risks and uncertainties.

Readers should carefully consider the cautionary statements contained or referred to in this section in connection with any subsequent forward-looking statements that may be issued by SeqLL, Atlantic or Lyneer or persons acting on behalf of any party.

LYNEER MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion of Lyneer’s financial condition and results of operations in conjunction with its financial statements and related notes included elsewhere in this proxy statement. This discussion and analysis and other parts of this proxy contain forward-looking statements based upon current beliefs, plans and expectations that involve risks, uncertainties and assumptions. Lyneer’s historical financial information may not be indicative of Lyneer’s future performance. Unless otherwise noted or the context otherwise requires, for purposes of this discussion only, all references in this discussion to the “Company,” we,” “us,” or “our” refer to Lyneer and its subsidiaries.

Company Overview

Lyneer, through its subsidiaries, specializes in the placement of temporary and temporary-to-permanent labor across various industries within the United States of America (“USA”). The Company primarily places individuals in accounting and finance, administrative and clerical, information technology, legal, light industrial, and medical roles. The Company is also a leading provider of productivity consulting and workforce management solutions. The Company is headquartered in Lawrenceville, New Jersey and has more than one hundred locations in the USA.

On August 31, 2021 (the “Acquisition Date”), IDC obtained a controlling financial interest in Lyneer by acquiring 90% of Lyneer’s outstanding equity (the “Transaction”) pursuant to a membership interest purchase agreement. The Transaction represented a change of control with respect to Lyneer. Lyneer applied pushdown accounting as of the Acquisition Date. As a result of the application of pushdown accounting, the separately issued financial statements of the Company reflect IDC’s basis in the assets and liabilities of the Company as of the Acquisition Date.

The consolidated statement of operations, changes in mezzanine capital and members’ capital (deficit) and cash flows for the period from January 1, 2021 through August 30, 2021 (the “2021 Predecessor Period”) reflect the pre-Transaction activity of the Company. The consolidated statement of operations, changes in mezzanine capital and members’ capital (deficit) and cash flows for the period August 31, 2021 through December 31, 2021 (the “2021 Successor Period”) and January 1, 2022 through December 31, 2022 (the “2022 Successor Period”) reflect the post-Transaction activity of the Company. Collectively, the 2022 Successor Period and the 2021 Successor Period are referred to as the “Successor Periods.” Due to the application of pushdown accounting; the Successor Periods are not comparable to the 2021 Predecessor Period.

Results of Operations

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

Comparison of the Three Months Ended March 31, 2023 and 2022:

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

Service Revenue, Net

Service revenue, net of discounts, for the three months ended March 31, 2023 and 2022 consisted of the following:

Our service revenue, net for the three months ended March 31, 2023 and 2022 were $98,028,122 and $106,925,383, respectively, a decrease of $8,897,261 or 8.3%. This decrease is predominately due to the lower revenues from our temporary placement services business, which decreased $8,206,843 or 7.8% in the first three months ended March 31, 2023 versus the same period in 2022 due primarily to general economic pressures and lower temporary job demand. Permanent placement and other services decreased 41.7% or $690,417 due to lower permanent job demand and a lack of qualified workers who are seeking permanent placement employment.

Total Cost of Revenue and Gross Profit

Gross profit reflects the difference between realized service revenue, net and cost of revenues for providing temporary and permanent placement solutions. Total cost of revenue consists primarily of fixed and variable directs costs, including payroll, payroll taxes and employee benefit costs. Total cost of revenue and gross profit for the three months ended March 31, 2023 and 2022 consisted of the following:

Total cost of revenue for the three months ended March 31, 2023 and 2022 was $86,281,564 and $94,459,523, respectively — a decrease of $8,177,959 or 8.7%. The decrease in total cost of revenue was due primarily to lower total service revenue, net driven primarily by lower temporary placement services revenue, which decreased $8,206,843 or 7.8%. It also reflects higher costs for direct wages and related payroll costs for the three months ended March 31, 2023 and 2022.

Gross profit for the three months ended March 31, 2023 and 2022 was $11,746,558 and $12,465,860, respectively, or a decrease of $719,302 or 5.8%. As a percentage of total service revenue, net, gross profit was 12.0% and 11.7% for the three months ended March 31, 2023 and 2022, respectively, which is relatively consistent on a year-over-year basis.

Total Operating Expenses

Total operating expenses for the three months ended March 31, 2023 and 2022 consisted of the following:

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

Selling, General and Administrative Costs

Selling, general and administrative expenses for the three months ended March 31, 2023 and 2022 were $10,142,006 and $10,007,055, respectively, an increase of $134,951, or 1.3% with higher transaction costs offset partially by cost cutting measures, including personnel layoffs. As a percentage of service revenue, net, selling, general and administrative costs were 10.3% in the three months ended March 31, 2023 versus 9.4% in the three months ended March 31, 2022. The increase in selling, general and administrative costs as a percentage of service revenue, net was due primarily to higher transactions costs and lower service revenue, net in the three months ended March 31, 2023 compared to the three months ended March 31, 2022.

Changes in Fair Value of Contingent Consideration Liabilities

Changes in the fair value of the Company’s contingent consideration liabilities for the three months ended March 31, 2023 and 2022 were ($100,000) and $205,651, respectively, a decrease of $305,651. The changes in the fair value in the three months ended March 31, 2023 and 2022 are attributed to the changes in fair value of the liability balance which is required to be remeasured at the end of each reporting period.

Depreciation and Amortization

Depreciation and amortization expense for the three months ended March 31, 2023 and 2022 were $1,263,819 and $1,258,842, respectively, an increase of $4,977 or 0.4%, which is essentially the same on a year-over year basis.

Interest Expense and Income Tax

Interest expense and the provision for income taxes for the three months ended March 31, 2023 and 2022 consisted of the following:

Interest Expense

Interest expense for the three months ended March 31, 2023 was $3,690,089 compared to $1,513,197 in the three months ended March 31, 2022. The increase of $2,176,892 or 143.9% in the first three months ended March 31, 2023 compared to the three months ended March 31, 2022 is attributed primarily to significantly higher interest rates on the revolving credit facility on a year-over-year basis.

Income Tax Benefit

Income tax benefit for the three months ended March 31, 2023 and 2022 was $921,073 and $86,139, respectively — an increase of $834,934, driven primarily by the increase in net loss before taxes of $3,249,356 for the three months ended March 2023 compared to $518,885 in the three months ended March 31, 2022 or an increase in the net loss before taxes of $2,730,471.

Comparison of the Years Ended December 31, 2022 and 2021:

The Results of Operations discussion below is presented based on the year ended December 31, 2022 compared to the aggregation of the Successor Period of August 31, 2021 through December 31, 2021 and the Predecessor Period of January 1, 2021 through August 30, 2021 (individually, the “2021 Periods”, and collectively, the “Combined 2021 Period”). Certain related party and non-related party financial statement line-item amounts have been aggregated for purposes of analysis below, which is consistent with management’s evaluation of business results.

Service Revenue, Net

Service revenue, net of discounts, for the year ended December 31, 2022 and the 2021 Periods consisted of the following:

Our service revenue, net for the fiscal year ended December 31, 2022 and the Combined 2021 Period were $441,544,117 and $425,031,101, respectively, an increase of approximately $16,513,016 or 3.9%. This increase is predominately due to the higher revenues from our Temporary placement services business which increased 3.4% in 2022 versus 2021. Permanent placement and other services increased 41.0% due to the continuing labor shortage of workers in the career fields that the Company supports.

Total Cost of Revenue and Gross Profit

Gross profit reflects the difference between realized service revenues and cost of revenues for providing temporary and permanent placement solutions. Cost of revenues primarily consists of fixed and variable directs costs, including payroll, payroll taxes and employee benefit costs. Total cost of revenue and gross profit for the year ended December 31, 2022 and the Combined 2021 Period consisted of the following:

Total cost of revenue for the year ended December 31, 2022 and the Combined 2021 Period were $387,338,567 and $370,623,014, respectively, an increase of $16,715,553 or 4.5%. The increase in total cost of revenue was due primarily to higher total service revenue, net driven primarily by higher temporary placement services revenue, which increased 3.4%, as discussed above. It also reflects higher costs for direct wages and related payroll costs for the year ended December 31, 2022 versus the Combined 2021 Period.

Gross profit for the years ended December 31, 2022 and the Combined 2021 Period was $54,205,550 and $54,408,087, respectively, or a decrease of $202,537 or 0.4%. As a percentage of total service revenue, net, gross profit was 12.3% and 12.8% for each period, respectively, which is relatively consistent on a year-over-year basis.

Total Operating Expenses

Total operating expenses for the year ended December 31, 2022 and the Combined 2021 Period consisted of the following:

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

Total Selling, General and Administrative Expenses

Total selling, general and administrative expenses for the year ended December 31, 2022 and the Combined 2021 Period were $42,266,498 and $42,180,160, respectively, an increase of $86,338, or 0.2%, which was essentially flat on a year-over-year basis. As a percentage of service revenue, net, selling, general and administrative expenses were 9.6% in the year ended December 31, 2022 versus 9.9% in the Combined 2021 Period, a decrease of 0.3% as the Company has focused on minimizing these costs and limiting their growth throughout the year ended December 31, 2022.

Goodwill impairment

On December 31, 2021, the Company completed its goodwill impairment testing and recognized a full impairment charge of $38,799,883 as the test determined that the carrying value of the Company’s reporting unit was in excess of its fair value. The impairment was primarily due to a change in the Company’s forecasted financial projections and market conditions.

Change in Fair Value of Contingent Consideration Liabilities

Changes in the fair value of the Company’s contingent consideration liabilities for the years ended December 31, 2022 and the Combined 2021 Period were $894,133 and $5,000,000, respectively, a decrease of $4,105,867, or 82.1%. The change period over period was attributed to the change in fair value of the liability balance, which is required to be remeasured each reporting period.

Depreciation and Amortization

Depreciation and amortization expense for the year ended December 31, 2022 and the Combined 2021 Period were $5,065,511 and $4,158,358, respectively, an increase of $907,153, or 21.8%, which was driven primarily by higher amortization expense of the acquired intangible assets of customer relationships and trade name acquired in the Transaction.

Interest Expense and Income Tax Expense (Benefit)

Interest expense and the provision for income taxes for the year ended December 31, 2022 and the 2021 Periods consisted of the following:

Interest Expense

Interest expense for the year ended December 31, 2022 was $10,008,896 compared to $3,733,827 in the Combined 2021 Period. The increase of $6,275,069 or 168.1% in fiscal year 2022 was attributed to the recognition of interest for a full year on debt facilities assumed by the Company as of August 31, 2021.

Income Tax Expense (Benefit)

Income tax expense (benefit) for the year ended December 31, 2022 and the Combined 2021 Period were $(808,430) and $1,334,157, respectively, a decrease of $2,142,587, which was primarily driven by changes in taxable income in each respective period.

Adjusted Earnings Before Interest, Tax, Depreciation, and Amortization (“Adjusted EBITDA”)

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure and should not be considered as an alternative to operating income (loss) or net income (loss) as a measure of operating performance or cash flows or as a measure of liquidity. Non-GAAP financial measures are not necessarily calculated the same way by different companies and should not be considered a substitute for or superior to GAAP.

Adjusted EBITDA is defined as net income (loss) as reported in accordance with GAAP, adjusted to add back interest expense, income tax expense, depreciation and amortization, impairments of goodwill, contingent consideration fair value adjustments, restructuring costs, acquisition and integration costs, and other non-recurring costs, as these charges and expenses are not considered a part of Lyneer’s core business operations and are not necessarily an indicator of ongoing, future company performance.

Adjusted EBITDA is one of the primary metrics used by management to evaluate the financial performance of our business. We present Adjusted EBITDA because we believe it is frequently used by analysts, investors and other interested parties to evaluate companies in our industry. Further, we believe it is helpful in highlighting trends in our operating results, because it excludes, among other things, certain results of decisions that are outside the control of management, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure and capital investments.

Adjusted EBITDA should be viewed as a supplement to and not a substitute for net income (loss), cash flows from operating activities, and other measures of performance and/or liquidity presented in accordance with GAAP. Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar titles used by other companies. The company has presented the components that reconcile net loss, the most directly comparable GAAP financial measure, to adjusting operating income (loss).

Adjusted EBITDA is measured by taking net income as reported in accordance with GAAP, excluding interest expense, taxes, depreciation and intangible amortization, goodwill impairment charges, change in fair value of contingent consideration liabilities, severance and salary reductions for staff positions eliminated and not replaced and transaction costs booked through our consolidated statements of operations. The following is a reconciliation of net income in accordance with GAAP to adjusted EBITDA for the year ended December 31, 2022, the Combined 2021 Period, and the three-month periods ended March 31, 2023 and 2022:

The following is a reconciliation of net loss to EBITDA and Adjusted EBITDA:

____________

(1)      Adjustment to account for the goodwill impairment for the year ended December 31, 2021 based on a change in financial projections.

(2)      The fair value of contingent consideration is determined by gross profit projections which fluctuate based on market conditions.

(3)      Adjustment to account for reductions in force completed by the Company during the year ended December 31, 2022 and the three months ended March 31, 2023.

(4)      Adjustment to account for litigation costs accrued associated with a settlement which will be reimbursed by a related party after the settlement is paid in 2024.

(5)      Legal, accounting, and advisory costs incurred in relation to the Merger transaction.

The Company has determined that all of the above non-recurring adjustments from operations are infrequent. The Company cannot anticipate future litigation costs or costs associated with settlements. Payroll reduction and severance-related costs will only be contemplated in the future as additional cost saving measures are required. Future transaction costs will depend on the Company executing additional transactions, which cannot be anticipated or estimated. The other costs identified are eliminated upon the consummation of the Merger.

Adjusted EBITDA was $4,634,917 for the three months ending March 31, 2023 compared to Adjusted EBITDA for the three months ending March 2022 of $2,631,083. The increase of $2,003,834 or 76.2% was attributed primarily to the elimination of one-time transaction costs and salary and severance costs for employees who were terminated and not replaced in the first three months of 2023, which was offset partially by the decrease in service revenue, net and related gross profit, which decreased 8.3% and 5.8%, respectively, for the three months ended March 31, 2023 versus the three months ended March 31, 2022.

Adjusted EBITDA was $15,443,072, for the year ending December 31, 2022 compared to Adjusted EBITDA for the Combined 2021 Period of $12,227,927. The increase of $3,215,145 or 26.3% was driven primarily by the elimination of salary and severance costs for employees who were terminated and not replaced in the fourth quarter of 2022 and the first quarter of 2023, which was offset partially by higher interest expense and a lower favorable impact from the change in contingent consideration liabilities for the year ended December 31, 2022 versus the Combined 2021 Period.

Liquidity & Capital Resources

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

Our primary sources of liquidity are cash generated from operations and borrowings under our revolving credit agreement (the “Revolver” and prior to the Merger). Our primary uses of cash are payments to engagement personnel, corporate personnel, related payroll costs and liabilities, operating expenses, capital expenditures, cash interest, cash taxes, and contingent consideration and debt payments. We believe that the cash generated from operations, together with the borrowing availability under our Revolver, will be sufficient to meet our normal working capital needs for at least the next twelve months, including investments made, and expenses incurred, in connection with opening new markets throughout the next year. Our ability to continue to fund these items may be affected by general economic, competitive and other factors, many of which are outside of our control. If our future cash flow from operations and other capital resources are insufficient to fund our liquidity needs, we may be forced to obtain additional debt or equity capital or refinance all or a portion of our debt.

While we believe that we have sufficient liquidity and capital resources to meet our current operating requirements and expansion plans, we may elect to pursue additional growth opportunities within the next year that could require additional debt or equity financing. If we are unable to secure additional financing at favorable terms in order to pursue such additional growth opportunities, our ability to pursue such opportunities could be materially adversely affected.

We had the following cash flows for the three months ended March 31, 2023 and 2022 and the periods ended December 31, 2022 and 2021:

Operating Activities

Cash provided by operating activities consists of net income (loss) adjusted for non-cash items, including depreciation and amortization, payment-in-kind interest, changes in the fair value of the contingent consideration liability, and the effect of working capital changes. The primary drivers of cash inflows and outflows are billed and unbilled accounts receivable and accrued payroll and expenses.

Cash flows provided by operating activities for the three months ended March 31, 2023 were $9,439,928 and consisted of primarily a decrease in accounts receivable of $18,532,166, which was offset partially by a decrease in the amount due to related parties of $4,481,577 and an increase in prepaid expenses and other current assets of $2,772,169.

Cash flows provided by operating activities for the three months ended March 31, 2022 were $17,763,200 and consisted primarily of a decrease in accounts receivable of $15,052,525 and an increase in the amount due to related parties of $2,535,572 and an increase in accounts payable of $1,090,856.

Cash flows provided from operating activities for the year ended December 31, 2022 were $10,933,264 and consisted of primarily a decrease in accounts receivable of $5,685,826, an increase in amounts due to related parties of $2,152,836, deposits received from related parties of $1,976,668, a decrease in prepaid expenses, other current assets and income taxes of $1,305,324 and an increase in accrued expenses and other current liabilities of $970,351, which was offset partially by an increase in other assets of $1,636,042 and a decrease in accounts payable of $1,616,223.

Cash flows provided from operating activities for the Combined 2021 Period were $5,291,150 and consisted primarily of an increase the fair value of contingent consideration of $5,000,000, an increase in the amount due to related parties of $3,059,061 and an increase in accounts payable of $1,217,782, which was offset partially by an increase in accounts receivable of $3,032,319 and an increase in unbilled accounts receivable of $2,187,769.

Investing Activities

Cash flows used in investing activities consists primarily of purchases of property and equipment and cash paid for businesses acquired.

Cash flows used in investing activities for the three months ended March 31, 2023 and March 31, 2022 were $22,065 and $25,339, respectively, and consisted entirely of purchases of property and equipment.

Cash flows used in investing activities for the year ended December 31, 2022 and the Combined 2021 Period were $121,821 and $1,105,647, respectively, and consisted entirely of purchases of property and equipment for the year ended December 31, 2022 and of purchases of property and equipment of $225,647 and cash outflows for a business acquisition, net of cash acquired, of $880,000 for the Combined 2021 Period.

Financing Activities

Cash flows from financing activities consisted principally of borrowings and payments under our debt arrangements of our Revolver, Term Loan, Seller Notes and Earnout Notes (each as described below).

Cash flows used in financing activities for the three months ended March 31, 2023 were $10,198,678, which consisted of net repayments on the Revolver.

Cash flows used by financing activities for the three months ended March 31, 2022 were $16,497,842 and consisted primarily of net repayments on the Revolver of $12,701,120, a payment on behalf of IDC for transactions costs, which was considered a deemed distribution, of $2,221,722 and a repayment of related-party and seller notes of $1,575,000.

Cash flows used in financing activities for the year ended December 31, 2022 were $9,449,176 which consisted primarily of net repayments on the Revolver of $2,502,454, payments of seller notes of $4,221,000, and a payment on behalf of IDC for transactions costs, which was considered a deemed distribution, of $2,221,722.

Cash flows used in financing activities for the Combined 2021 Period were $6,003,491 and consisted primarily of the payment of seller notes of $2,646,000, the payment of related-party notes of $2,504,000 and the payment of Term Notes of $1,125,000.

Revolver

The Company maintains a revolving credit facility as a co-borrower with its parent company, IDC, with an available borrowing capacity of up to $125,000,000. The facility was partially used to finance the acquisition of Lyneer Investments by IDC in August 2021, with additional borrowing capacity available under the Revolver to finance the Company’s working capital. All of the Company’s cash collections and disbursements are currently linked with bank accounts associated with the Lender and funded using the Revolver. These borrowings are determined by the Company’s availability based on a formula of billed and unbilled accounts receivable as defined in the loan agreement. The Revolver matures on August 31, 2025, at which time all outstanding balances are due and payable. There are no scheduled principal payments on the Revolver prior to its maturity date. The Company may prepay amounts owed under the Revolver at any time prior to its maturity date without penalty.

As of March 31, 2023 and December 31, 2022, the balance on the Revolver was $66,060,944 and $76,259,621, respectively. Total available borrowing capacity on the Revolver as of March 31, 2023 was $18,316,513.

Borrowings under the Revolver are classified as SOFR Revolving Credit Loans, SOFR FILO Loans, Base Rate Revolving Credit Loans, Base Rate FILO Loans or Swing-Line Loans (each as defined in the Revolver). Applicable margins for each loan type are as follows:

Swing Line Loans on the Revolver bear interest at a rate equal to the Base Rate (as defined) plus the applicable margin.

The Revolver was amended on May 5, 2023 to increase the applicable margin thresholds for various products.

Term Note

On August 31, 2021, the Company and IDC as co-borrowers entered into a Term Note in the amount of $30,300,000. The proceeds of this loan were primarily used to finance the acquisition of Lyneer by IDC in August 2021. The Term Note matures on February 28, 2026 at which time all outstanding balances are due and payable. There are no scheduled principal payments on the Term Note prior to its maturity date. The Term Note is subordinated to the Revolver and bears a stated interest rate of 14% per annum. As per the loan documents, the borrowers may elect to pay a portion of interest either in cash or in kind (“PIK Interest”).

As of March 31, 2023 and December 31, 2022, the Company has recognized liability balances on the Term Note of $32,195,113, and $31,875,297, respectively.

The Term Note was amended on May 5, 2023 to revise the stated interest rate, which may vary between 14% and 16% per annum, with the cash portion of the stated rate varying from 10% to 11% per annum, and the PIK portion varying from 4% to 5% per annum, based on specified financial ratios and similar metrics.

Seller Notes

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

The Company has recognized Seller Note liability balances of $7,875,000 at March 31, 2023 and December 31, 2022.

Earnout Notes

As contingent consideration milestones are met in connection with the Transaction Agreement, the Company can elect to pay the obligation in cash or issue notes payable. To date, the Company and IDC as co-borrowers have issued nine notes payable with an aggregate value of $13,494,133. Payments on each of the Earnout Notes are due in quarterly installments through their amended maturity date of January 31, 2025 and each note bears an amended stated interest rate of 11.25% per annum. The Earnout Notes are subordinated to the Revolver and Term Note and represent unsecured borrowings.

The Earnout Note liability was $13,494,133 at March 31, 2023 and December 31, 2022.

2023 Amendment to Seller and Earnout Notes

The Company did not make the Seller Note and Earnout Note principal and interest payments due on January 31, 2023, March 31, 2023 and April 30, 2023, respectively. On May 14, 2023, the Company signed an amendment, dated May 11, 2023, to defer the missed Seller Note and Earnout Note payments until their amended maturity dates of April 30, 2024 and January 31, 2025, respectively. The amendment changed the interest rate of the Seller Note and the Earnout Notes to 11.25% per annum from 6.25% per annum for all remaining payments.

Interest Expense

Total interest expense is comprised of a cash and non-cash component as described in the debt arrangements described above.

For the three-month periods ended March 31, 2023 and March 31, 2022, total interest expense totaled $3,690,089 and $1,513,197, respectively. Total cash paid for interest for the three-month periods ended March 31, 2023 and 2022 totaled $2,876,608 and $1,137,603, respectively, with the remaining portion of the interest expense as non-cash due to the PIK interest and change in values of the accrued interest liability and amortization of deferred financing costs.

For the year ended December 31, 2022 and the Combined 2021 Period, total interest expense totaled $10,008,896 and $3,733,827, respectively. Total cash paid for interest for the three-month periods ended March 31, 2023 and 2022 totaled $4,859,526 and $3,216,087, respectively, with the remaining portion of the interest expense as non-cash due to the PIK interest and change in values of the accrued interest liability and amortization of deferred financing costs.

Assessment of Liquidity Position

We have assessed our liquidity position as of March 31, 2023 and December 31, 2022. As of March 31, 2023 and December 31, 2022, the total committed resources available to the Company were as follows:

The Company believes that its current cash on hand, borrowing availability under the Revolver, anticipated cash from operations and proceeds from the Merger are sufficient liquidity resources to conduct planned operations for one year from the issuance of its consolidated financial statements.

Related Party Transactions

Transactions with Lyneer Management Holdings LLC (“LMH”)

LMH is owned by two officers of the Company, specifically its Chief Financial Officer, James Radvany, and its Chief Executive Officer, Todd McNulty, each of whom owns 44.5% of LMH. As part of the purchase price consideration for the Transaction, the Company and IDC as co-borrowers entered into Seller Notes payable to these former shareholders of the Company. Additionally, on November 15, 2022, the Company issued Earnout Notes with total balances of $5,127,218.

Interest incurred on the Seller Notes to LMH totaled $0 and $31,500 for the periods ended March 31, 2023 and 2022, respectively, and are included in “interest expense” on the accompanying condensed consolidated statement of operations for the periods ended March 31, 2023 and 2022.

The balance of Earnout Notes due to LMH was $5,127,218 (of which $1,922,707 was classified as current) as of both March 31, 2023 and December 31, 2022.

Transactions with IDC

The Company and IDC are co-borrowers and jointly and severally liable for principal and interest payments under the 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. When interest or principal payments of that nature are made by IDC, the Company recognizes interest expense and a payable to IDC, which is removed from the Company’s balance sheet upon remittance of the funds to IDC.

The Company and IDC file consolidated income tax returns in certain states. In connection with this arrangement, the Company has recorded a liability payable to IDC for taxes payable by IDC, which represent taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts are determined by determining the Company’s taxable income multiplied by the applicable tax rate. This amount totaled $402,814 for each of the periods ended March 31, 2023 and December 31, 2022, respectively.

Total amounts payable to IDC amounted to $1,143,899 and $6,649,760 on March 31, 2023 and December 31, 2022, respectively, and are included in “due to related parties” on the accompanying unaudited condensed consolidated balance sheets. There are no formalized repayment terms.

Advance to Officer

The Company advanced $400,000 to the Chief Executive Officer of the Company in 2022. The advance is repayable only upon receipt by such officer of funds that will be owed to him by LMH upon LMH’s receipt of payment under the Earnout Notes. The advance does not bear interest. This advance is recorded in “due from related parties” on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022.

Off Balance Sheet Arrangements

We have not entered into any off-balance sheet arrangements and do not have any holdings in variable interest entities.

Critical Accounting Policies and Estimates

Management’s Discussion and Analysis of Financial Condition and Results of Operations for Lyneer discusses our financial statements, which have been prepared in accordance with GAAP. The preparation of these consolidated financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and the related disclosures of contingent assets and liabilities. On an on-going basis, management evaluates its estimates and judgments, including those related to revenue recognition, allowance for doubtful accounts and property and equipment valuation. Management bases its estimates and judgments on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions and conditions.

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

Revenue Recognition

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

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined balance sheet as of March 31, 2023 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 and the three-month period ended March 31, 2023, give effect to the proposed Merger of SeqLL Purchaser Sub, Atlantic Merger Sub and Lyneer, representing a reverse recapitalization with Lyneer being the continuing entity for accounting purposes. The unaudited pro forma condensed combined financial information give effect to the Merger and related transactions, including divestiture of SeqLL’s pre-existing assets and liabilities, a $75 million Capital Raise by SeqLL, the settlement of certain Lyneer debt obligations, the effect of a reverse stock split, and the effect of recording incremental transaction costs, including distribution of shares to Atlantic for certain intangible assets and advisory services rendered. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X under the Securities Act, as amended by the final rule, SEC Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

The unaudited pro forma combined financial information set forth below has been presented for informational purposes only. The pro forma information is not necessarily indicative of what the combined company’s financial position or results of operations actually would have been had the Merger been completed on the dates indicated. In addition, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.

The unaudited pro forma condensed combined balance sheet as of March 31, 2023 gives effect to the Merger as if it took place on December 31, 2022. The unaudited pro forma condensed combined statements of operations for the periods presented give effect to the Merger as if it took place on January 1, 2022.