As filed with the Securities and Exchange Commission on November 13, 2023.

Registration No. 333-272908

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

___________________________

AMENDMENT NO. 8 TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

___________________________

SEQLL INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware

 

3826

 

46-5319744

(State or other jurisdiction of
incorporation or organization)

 

(Primary Standard Industrial
Classification Code Number)

 

(I.R.S. Employer
Identification No.)

3 Federal Street
Billerica, MA 01821
(781) 460-6016

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

___________________________

Daniel Jones
Chief Executive Officer
3 Federal Street
Billerica, MA 01821
(781) 460-6016

(Name, address, including zip code, and telephone number, including area code, of agent for service)

___________________________

Copies to:

Eric M. Hellige, Esq.
Pryor Cashman LLP
7 Times Square
New York, NY 10036-6569
Telephone: (212) 326-0846
Fax: (212) 326-0806

 

Elliot H. Lutzker, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue, 34th Floor
New York, NY 10158
Telephone: (646) 428-3210
Fax: (212) 286-1884

 

Mitchell S. Nussbaum, Esq.
Alexandria E. Kane, Esq.
David J. Levine, Esq.
Loeb & Loeb LLP
345 Park Avenue
New York, NY 10154
Telephone: (212) 407-4000

___________________________

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this Registration Statement is declared effective.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: 

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

 

Accelerated filer

 

   

Non-accelerated filer

 

 

Smaller reporting company

 

           

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 7(a)(2)(B) of the Securities Act.

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a), may determine.

 

 

Table of Contents

The information in this preliminary prospectus is not complete and may be changed. We may not offer or sell these securities until the registration statement filed with the Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED NOVEMBER 13, 2023

PRELIMINARY PROSPECTUS

(Currently SeqLL Inc.)

$20,000,000

2,000,000 Units
Each Unit consisting of:

One share of Common Stock
One Series A Warrant to purchase one share of Common Stock
One Series B Warrant to purchase one share of Common Stock

One share of Common Stock
Underlying Each Series A Warrant and Series B Warrant

We are offering in a firm commitment underwritten offering 2,000,000 units (the “Units”), each Unit consisting of: (i) one share of common stock, par value $0.00001 per share; and (ii) one Series A Warrant to purchase one share of common stock (a “Series A Warrant”); and (iii) one Series B Warrant to purchase one share of common stock (a “Series B Warrant”). Each Series A Warrant and each Series B Warrant is exercisable at an exercise price of $12.00 per share (120% of the offering price per Unit), will be immediately exercisable from the date of issuance and will expire five years after the date of issuance. We are offering each Unit at an assumed public offering price of $10.00 per Unit.

Pursuant to this prospectus, we are also offering the shares of common stock included in the Units and the shares of common stock issuable upon the exercise of the Series A Warrants and the Series B Warrants included in the Units offered hereby. See “Description of Securities” in this prospectus for more information.

Our common stock is currently listed for trading on the Nasdaq Capital Market under the symbol “SQL.” On November 10, 2023, the closing price of the common stock on Nasdaq was $8.27. Upon approval of our new listing application filed in connection with the proposed Merger (defined herein), it is expected that our common stock, Series A Warrants and Series B Warrants offered hereby will be listed on the Nasdaq Capital Market under the symbols “ATLN,” “ATLNW” and “ATLNL,” respectively. The closing of this offering is contingent upon the successful listing of our common stock, the Series A Warrants and Series B Warrants offered hereby on the Nasdaq Capital Market. The public offering price of the Units offered hereby, as well as the exercise price of the Series A Warrants and Series B Warrants, will be determined through negotiation between us and the lead underwriter in this offering. The assumed combined offering price of $10.00 per Unit and the assumed Series A Warrant and Series B Warrant exercise price of $12.00 (120% of the public offering price) used throughout this prospectus may not be indicative of the actual offering price or exercise prices.

The Units have no stand-alone rights and will not be issued or certificated. The shares of common stock and the Series A Warrants and Series B Warrants can only be purchased together in this offering, but the securities contained in the Units will be issued separately. The Series A Warrants and the Series B Warrants will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. The existing market price for our common stock is not indicative of the market price expected following the completion of the Merger (defined herein). There is no established trading market for the Series A Warrants or the Series B Warrants and an active trading market for the Series A Warrants or the Series B Warrants may not develop or be sustained. In addition, we do not intend to apply for the listing of the Units on any national securities exchange or other trading market.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 and a “smaller reporting company” under applicable Securities and Exchange Commission rules and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings. See “Prospectus Summary — Implications of Being an Emerging Growth Company and a Smaller Reporting Company.”

Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 12 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.

 

Per Unit

 

Maximum
Total
Amount

Public offering price

 

$

10.00

 

$

20,000,000

Underwriting discounts and commissions(1)

 

$

0.70

 

$

1,400,000

Proceeds, before expenses, to us

 

$

9.30

 

$

18,600,000

____________

(1)       We have agreed to pay the underwriters a discount/commission equal to 7% of the initial offering price. Does not include certain out-of-pocket expenses of the underwriters that are reimbursable by us. See “Underwriting” beginning on page 109 of this prospectus for a description of the compensation payable to the underwriters.

We have granted the underwriters an option for a period of 45 days from the date of this prospectus to purchase up to an additional 300,000 shares of our common stock and/or Series A Warrants to purchase 300,000 shares of our common stock and/or Series B Warrants to purchase 300,000 shares of common stock (equal to 15% of the number of Units offered hereby and based on an assumed public offering price of $10.00 per Unit) on the same terms and conditions as set forth above to cover over-allotments, if any. If such over-allotment option is fully exercised, we will receive additional gross proceeds of $3,000,000, less a 7% commission fee to the underwriters before expenses. See “Underwriting” for more information.

We expect that delivery of the Units to the purchasers against payment will be made on or about November [•], 2023, subject to customary closing conditions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Sole Book-Running Manager

EF HUTTON
division of Benchmark Investments, LLC

Co-Manager

Brookline Capital Markets
a division of Arcadia Securities, LLC

The date of this prospectus is November [•], 2023

 

Table of Contents

TABLE OF CONTENTS

Description

 

Page

Prospectus Summary

 

1

Selected Historical and Pro Forma Consolidated Financial and Operating Data of Lyneer

 

10

Risk Factors

 

12

Cautionary Note Regarding Forward-Looking Statements

 

33

Use of Proceeds

 

35

Dividend Policy

 

36

Capitalization

 

37

Market for Common Stock and Related Stockholder Matters

 

39

Dilution

 

40

Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer

 

42

Our Selected Historical Consolidated Financial Data

 

59

Unaudited Pro Forma Condensed Combined Financial Information

 

60

Equivalent and Comparative Per Share Information

 

70

Business

 

71

Information About Atlantic

 

78

Management

 

80

Compensation of Executive Officers and Directors

 

86

Certain Relationships and Related Person Transactions

 

97

Principal Stockholders

 

99

Description of Capital Stock

 

101

Shares Eligible for Future Sale

 

107

Underwriting

 

109

Legal Matters

 

113

Experts

 

113

Incorporation of Certain Information by Reference

 

114

Where You Can Find Additional Information

 

115

Index to Financial Statements

 

F-1

We have not, and the underwriters have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. We and the underwriters take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the securities offered hereby, but only under the circumstances and in the jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our securities. Our business, financial condition, results of operations and prospects may have changed since that date.

We have not, and the underwriters have not, authorized anyone to provide you with information that is different from that contained in this prospectus or in any free writing prospectus we may authorize to be delivered or made available to you. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. Neither the delivery of this prospectus nor the sale of our securities means that the information contained in this prospectus or any free writing prospectus is correct after the date of this prospectus or such free writing prospectus. This prospectus is not an offer to sell or the solicitation of an offer to buy our securities in any circumstances under which the offer or solicitation is unlawful.

For investors outside the United States: We have not, and the underwriters have not, taken any action that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of the securities covered hereby and the distribution of this prospectus outside the United States.

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Unless otherwise indicated, information contained in this prospectus concerning our industry and the markets in which we operate, including our general expectations and market position, market opportunity and market share, is based on information from our own management estimates and research, as well as from industry and general publications and research, surveys and studies conducted by third parties. Management estimates are derived from publicly available information, our knowledge of our industry and assumptions based on such information and knowledge, which we believe to be reasonable. Our management estimates have not been verified by any independent source, and we have not independently verified any third-party information. In addition, assumptions and estimates of our and our industry’s future performance are necessarily subject to a high degree of uncertainty and risk due to a variety of factors, including those described in “Risk Factors.” These and other factors could cause our future performance to differ materially from our assumptions and estimates. See “Special Note Regarding Forward-Looking Statements.”

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

We effected a one-for-40 reverse stock split of our common stock (the “Reverse Stock Split”) on August 30, 2023. Unless otherwise indicated, and other than in the consolidated historical financial statements and related notes included in or incorporated by reference into this prospectus, the share and per share information in this prospectus is adjusted to reflect the Reverse Stock Split.

We use in this prospectus our Atlantic International logo, for which a United States trademark application will be filed. This prospectus also includes trademarks, tradenames and service marks that are the property of other organizations. Solely for convenience, trademarks and tradenames referred to in this prospectus appear (after the first usage) without the ® and symbols, but those references are not intended to indicate, in any way, that we will not assert, to the fullest extent under applicable law, our rights or that the applicable owner will not assert its rights, to these trademarks and tradenames.

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PROSPECTUS SUMMARY

This summary highlights information contained in greater detail elsewhere in this prospectus and may not contain all of the information that may be important to you in making an investment decision. You should read the entire prospectus, including this summary together with the more detailed information, including our financial statements and the related notes, elsewhere in this prospectus. You should carefully consider, among other things, the matters discussed in “Risk Factors” beginning on page 12 and “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer.”

Unless otherwise stated or the context requires otherwise, references in this prospectus to the “Company,” “we,” “us” and “our” refer to SeqLL Inc. (to be renamed Atlantic International Corp. upon consummation of the Merger and this offering) and its consolidated subsidiaries.

The Company

Overview

We have entered into an Agreement and Plan of Reorganization dated May 29, 2023, as amended, pursuant to which our wholly-owned subsidiary, SeqLL Merger LLC (“SeqLL Merger Sub”), will merge (the “Merger”) with and into Lyneer Investments LLC (“Lyneer”), with Lyneer continuing as our wholly-owned subsidiary. In connection with the consummation of the Merger, we will sell our existing assets, other than cash and cash equivalents, which will be distributed to our pre-Merger stockholders in connection with the Merger, to a newly-formed company owned by our current employees and management, for nominal consideration, and our continuing business operations will be those of Lyneer.

Lyneer, through its operating subsidiaries, primarily Lyneer Staffing Solutions, is a national strategic staffing firm servicing the commercial, professional, finance, direct placement, and managed service provider verticals. The firm was formed under the principles of honesty and integrity, and with the view of becoming the preferred outside employer of choice. Since its formation in 1995, Lyneer has grown from a regional operation to a national staffing firm with offices and geographic reach across the United States.

Lyneer’s management believes, based on their knowledge of the industry, that Lyneer is one of the prominent and leading staffing firms in the ever-evolving staffing industry. Lyneer, headquartered in Lawrenceville, New Jersey, has over 100 total locations and approximately 300 internal employees. Its management also believes that Lyneer is an industry leader in permanent, temporary and temp-to-perm placement services in a wide variety of areas, including, but not limited to, accounting & finance, administrative & clerical, hospitality, IT, legal, light industrial and medical fields. Its deep expertise and extensive experience have helped world class companies revolutionize their operations, resulting in greater efficiency and streamlined processes. Its comprehensive suite of solutions covers all aspects of workforce management, from recruitment and hiring to time and attendance tracking, scheduling, performance management, and predictive analytics. Lyneer takes a personalized approach to each client, working closely with them to understand their unique needs and develop a tailored roadmap for success. In addition, Lyneer offers a comprehensive range of recruiting services, including temporary and permanent staffing, within the light industrial, administrative, and financial sectors. Its services are designed to meet each client’s needs, including payroll services and vendor management services/managed service provider solutions. Its extensive network of offices and onsite operations provide local support for its clients, while its national presence gives Lyneer the resources to tackle even the most complex staffing needs. With a focus on integrity, transparency and customer service and a commitment to results, we believe Lyneer has earned a reputation as one of the premier workforce solutions partners in the United States.

Business Model and Acquisition Strategy

Atlantic Acquisition Corp. (“Atlantic”) was formed in Delaware on October 6, 2022 as a special purpose vehicle to acquire control of a public company such as our company. The management team of Atlantic, which will become the management of our company upon consummation of this offering and the Merger, has over 150 combined years of specific corporate management and investment banking experience.

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Atlantic’s business strategy for our company is based upon Lyneer being a high-growth U.S.-based outsourced services and workforce solutions company with management who have a more than 25-year operating record. Based on their knowledge of the industry, Atlantic’s management believes that through their mergers and acquisitions strategy, they can build our company into a global staffing organization that redefines the way companies grow professional teams. Its mission is to leverage new technologies and business partnerships to create streamlined hiring processes that resolve the challenges of modern day employment economics. Accordingly, Atlantic’s management is actively engaged in discussions and negotiations with multiple acquisition targets that complement Atlantic’s core business strategy. In addition, following the Merger and the closing of this offering, our strategic direction will be enhanced by a program that will extend Lyneer’s breadth of services to its broad national reach in a number of complementary areas. Atlantic has identified and is focusing on a number of high-demand fields, in particular, the medical, legal and financial services fields. Atlantic is in the process of investigating a number of opportunities for acquisitions by us of staffing companies that operate in these identified sectors.

Atlantic’s corporate acquisition strategy is premised on the seamless consolidation and integration of technology and back-office infrastructure, coupled with performance improvements and value creation. Its core thesis is designed to allow us to assist our client companies in the transformation of stagnation into growth to achieve sustainable results through their most important asset: people. Atlantic’s goal is to create for us a business designed to deliver to our clients targeted industry talent at speed and scale while also growing the pool of in-demand talent for this same constituency. Lyneer’s recruiters will provide specific and data-driven guidance, development, training, and access to jobs. Atlantic believes this approach is particularly applicable in several growth sectors, including legal and financial services, technology, and healthcare. The current climate of industry fragmentation and overall economic uncertainty create a moment that Atlantic believes is ripe for strategic consolidation. After the closing of the Merger, we intend to aggressively engage in this “M&A” strategy and to take advantage of the synergies and opportunities created by this congruence of events. By advantageously augmenting Lyneer’s existing significant capabilities through acquisition, Atlantic believes we will be able to create material margin improvement.

Atlantic currently has a robust pipeline of potential acquisition targets for our company and is in negotiations and discussions with outsourced services and workforce solutions acquisition targets in key service verticals. Management of Atlantic believes that multiple targets in the $100,000,000 revenue range are readily available for acquisition by us within a short period of time. However, Atlantic does not currently have any binding agreements, arrangements or understandings concerning any potential acquisition.

By implementing Atlantic’s detailed acquisition strategy, management believes we will be able to rapidly accelerate the growth of our company, thus increasing and maximizing shareholder value. Management plans to pursue “cornerstone acquisitions” focusing on targets with robust profits, diverse client bases, large national/large regional coverage in contract/permanent staffing, executive search, recruitment process, and outsourcing. In order to meet management’s “cornerstone acquisition” criterion, a company should have over $50,000,000 in revenue and EBITDA margins of no less than 10%. In addition, management plans to pursue “tuck-in” acquisitions with a focus on acquiring high-margin niche staffing companies that can benefit from the synergies of a larger organization with increased penetration. Under its “tuck-in” program, management intends to acquire smaller profitable companies in business segments consistent with its larger anchor organizations.

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

The Merger

On May 29, 2023, we, SeqLL Merger Sub, Atlantic, Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer, IDC Technologies, Inc., a California corporation (“IDC”), and Lyneer Management Holdings LLC, a Delaware limited liability company (“Lyneer Management”), entered into an Agreement and Plan of Reorganization (as amended, the “Merger Agreement”), pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as an approximately 44%-owned subsidiary of Atlantic, an approximately 50%-owned subsidiary of IDC, and an approximately 6%-owned subsidiary of Lyneer Management (the “Lyneer Merger”), and (ii) SeqLL Merger Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as our wholly-owned subsidiary (the “SeqLL Merger”). Lyneer, IDC and Atlantic are collectively referred to herein as the “Sellers.”

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At the effective time of the Merger, which will occur concurrently with the closing of this offering, in consideration of 100% of the membership interests of Lyneer, we will (i) pay to IDC and Lyneer Management an aggregate of $15,000,000 in cash (the “Cash Consideration”), (ii) issue to (a) Prateek Gattani, the Chief Executive Officer and controlling stockholder of IDC, at the direction of IDC, and Lyneer Management an aggregate of 5,500,000 shares of our common stock and (b) to Atlantic 4,300,000 shares of our common stock, in each case assuming a public offering price of $10.00 per Unit in this offering (the “Stock Consideration”), and (iii) issue to IDC a convertible promissory note (the “Merger Note,” and collectively with the Cash Consideration and the Stock Consideration, the “Merger Consideration”) in the principal amount of $20,000,000 that will mature on April 30, 2024. The Merger Note will not bear interest and will not be convertible prior to an event of default under the Merger Note. If an event of default should occur under the Merger Note, the Merger Note will bear interest at the rate of 7% per annum commencing upon the date of such event of default and will be convertible into shares of our common stock at a price per share that equals then-current market prices, but not less than 80% of the price per share at which our common stock is sold in this offering. If the Merger Note is convertible into shares of our common stock, IDC would have demand and incidental registration rights with respect to such shares. We believe we will have to sell additional equity or debt securities prior to the maturity date of the Merger Note to pay or refinance the Merger Note when due.

The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants applicable to such party, including, among others, covenants relating to (i) the conduct of their respective businesses in the ordinary course prior to the effective time of the Merger and (ii) the requirement of each party to maintain and preserve intact their respective business organizations, assets, properties and material business relations. Pursuant to the Merger Agreement as originally executed, we were also required, prior to the closing of the Merger and this offering, to declare a cash dividend payable to our stockholders of record as of the close of business on a date to be determined, but prior to the date of pricing of this offering, in an amount equal our cash and cash equivalents as of the closing date of the Merger and this offering (exclusive of any proceeds of this offering), less any amounts withheld for taxes and certain other obligations as of such date. Concurrently with the declaration of such cash dividend, we were also required to declare a stock dividend issuable to such stockholders of an aggregate of 819,352 shares of our common stock, assuming a public offering price of $10.00 per Unit in this offering. However, in connection with the preparation for the closing the Merger and this offering, on November 3, 2023, the parties to the Merger Agreement amended the Merger Agreement to delete the requirement for the declaration of such dividends in consideration of our agreement to make a settlement offer within 90 days of the closing of this offering to our stockholders of record as of the record date for such dividends to settle any claims for failing to pay such dividends by issuing to such stockholders the amount of cash and the number of shares of our common stock that such stockholders would have received had such dividends been declared and made.

In connection with the execution and delivery of the Merger Agreement, we entered into the Asset Purchase Agreement with SeqLL Omics. SeqLL Omics was recently formed by Daniel Jones, our current Chairman of the Board and Chief Executive Officer, and certain other SeqLL employees, for the purpose of carrying on our pre-Merger business after the Merger. Subject to the terms and conditions of the Asset Purchase Agreement, SeqLL Omics has agreed to purchase from us, and we have agreed to sell to SeqLL Omics, for a purchase price of $1,000, all of our rights and interest in our assets and properties as they exist immediately prior to consummation of the Merger and this offering, excluding cash and cash equivalents. In negotiating the Merger Agreement with Atlantic, it was a requirement of Atlantic that at the closing of the Merger, we will have disposed of our pre-Merger business operations, including all or substantially all of our assets, and will have transferred or satisfied all of our pre-Merger liabilities, other than those pre-Merger liabilities that we have expressly agreed to retain pursuant to the Merger Agreement.

Summary of Risk Factors

Our business is subject to numerous risks and uncertainties, including those in the section entitled “Risk Factors” and elsewhere in this prospectus. These significant risks include, but are not limited to, the following:

        our history of losses may harm our ability to obtain additional financing;

        Lyneer’s ability to retain its largest clients;

        Lyneer’s ability to integrate the combined operations of our previously acquired companies;

        our ability to make future acquisitions, and effectively integrate any future combined operations;

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        general economic conditions in the United States;

        our ability to achieve and maintain profitability;

        our ability to sustain or grow our customer base for our current services and provide superior customer service;

        our liquidity and working capital requirements, including our cash requirements over the next 12 months;

        our ability to satisfy and maintain the ongoing listing requirements for the Nasdaq Capital Market;

        compliance with the U.S. regulations applicable to our business;

        our ability to implement Atlantic’s roll-up strategy and future plans of operations;

        expectations regarding the size of our market;

        our expectations regarding the future market demand for our services;

        compliance with applicable laws and regulatory changes;

        our ability to identify, attract and retain qualified personnel and the loss of key personnel;

        the limitation of liability and indemnification of our officers and directors;

        economic conditions affecting the staffing industry in which we operate;

        maintaining our intellectual property rights and any potential litigation involving intellectual property rights;

        our ability to anticipate and adapt to a developing market(s) and to technological changes;

        acceptance by customers of any new services;

        a competitive environment characterized by numerous, well-established and well-capitalized competitors;

        the ability to develop and upgrade our technology and information systems and keep up with rapidly evolving industry standards;

        any interruption in the supply of services;

        discontinuance of support for our information systems from third party vendors;

        significant fluctuations in our quarterly operating results;

        the extent, liquidity, volatility and duration of any public trading market for our securities;

        the resale of our securities could adversely affect the market price of our common stock and our ability to raise additional equity capital;

        we may become subject to “penny stock” rules, which could damage our reputation and the ability of investors to sell their shares;

        investors who purchase securities in this offering will experience immediate dilution as a result of this offering and may experience dilution as a result of future issuances by us;

        management has broad discretion as to the use of proceeds from this offering; and

        insiders, including significant stockholders, will continue to have substantial control over our company.

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Recent Developments

Listing on the Nasdaq Capital Market.    On June 20, 2023, we received a determination letter from the Listing Qualifications Department of Nasdaq stating that the closing bid price of our common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market required by Nasdaq Listing Rule 5550(a)(2) and that, accordingly, our securities will be delisted from the Nasdaq Capital Market. On June 26, 2023, we appealed Nasdaq’s determination, and on July 17, 2023, we received notice from Nasdaq that we were granted an extension to September 15, 2023 to regain compliance with the minimum bid price requirement. On August 30, 2023, we effected a one-for-40 reverse stock split of our common stock, which increased our closing bid price above $1.00 per share, and on September 22, 2023, Nasdaq notified us that we had regained compliance with the minimum bid price requirement.

In connection with the proposed Merger, on June 14, 2023, we also re-applied for listing of our common stock on the Nasdaq Capital Market. While it is a condition to the Merger and the consummation of this offering for us to have our common stock listed on Nasdaq upon consummation of the Merger and this offering, we must meet Nasdaq’s initial listing requirements to do so. There can be no assurance that our re-listing application will be approved. See “Risk Factors — We may be unable to satisfy Nasdaq listing requirements for the continued listing of our securities on Nasdaq, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.”

On September 8, 2023 and September 18, 2023, we received letters from Nasdaq regarding our compliance with Nasdaq Listing Rule 5550(a)(4), which requires us to have a minimum of 500,000 publicly-held shares of common stock, exclusive of shares held by officers, directors and 10% stockholders. The letters from Nasdaq indicated that according to its calculations, as of September 7, 2023, we no longer met the requirements of such Rule, and we were given until September 25, 2023 to submit a plan to Nasdaq to regain compliance. On September 22, 2023, we advised Nasdaq that we expected to regain compliance with Rule 5550(a)(4) upon consummation of the Merger and this offering and Nasdaq granted us an extension through October 15, 2023 to demonstrate compliance with the public float rule. On October 16, 2023, we submitted a late request asking that the public float exception be extended through October 31, 2023. On October 17, 2023, Nasdaq issued a final extension and advised us that no further continuances would be granted and that failing to meet the terms of the extension would result in the immediate delisting of our securities from Nasdaq.

On November 9, 2023, we confirmed to Nasdaq that our public float as of October 31, 2023 and November 10, 2023, was below the minimum requirement in Rule 5550(a)(4). On November 10, 2023, we received a letter from Nasdaq indicating that, in light of our inability to meet the terms of Nasdaq’s amended decision of October 17, 2023, Nasdaq has determined to delist our securities from Nasdaq and suspend trading in those securities effective at the open of trading on November 13, 2023. We responded by requesting a hearing and paying the required $15,000 fee. We are currently in discussions with Nasdaq regarding these latest developments.

Modifications to Lyneer’s Debt Facilities.    Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with its current parent, IDC, including a revolving credit facility, a term loan and notes that are payable to the two prior owners of Lyneer. At June 30, 2023, such indebtedness totaled $120,002,143 and Lyneer was not in compliance with all of its covenants under its revolving credit facility. In July 2023, Lyneer received notice from the lender that it was in default under such facility due to Lyneer’s failure to repay a $14,919,145 over-advance on such facility, and Lyneer was informed that it may not make payments on its term loan with the lender until the over-advance payment default has been cured or waived, which resulted in a default under the term loan.

On August 31, 2023, IDC and Lyneer entered into an Amendment to ABL Credit Agreement and Forbearance Agreement (the “Forbearance Agreement”) with its lender under which the lender waived all existing events of default under the credit facilities as of the date of the agreement and agreed to forbear from exercising its rights and remedies with respect to the credit facilities through November 17, 2023. In addition, pursuant to the Forbearance Agreement, IDC agreed that, in connection with the closing of this offering and the Merger, the term loan and the notes payable to the two prior owners of Lyneer, which amounted to approximately $53,941,000 in the aggregate at June 30, 2023, will either be paid in full or assumed by IDC, and Lyneer will have no further liability or responsibility for such indebtedness. However, subsequent to the execution and delivery of the Forbearance Agreement, Lyneer and IDC agreed that Lyneer will remain jointly liable with IDC on all indebtedness on which Lyneer and IDC are currently jointly liable until such time as the Merger Note is paid in full, at which time IDC

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will repay in full the term loan and the notes payable to the two prior owners of Lyneer and will repay or assume all but approximately $35 million under the revolving credit facilities. It is expected that, in connection with such payments by IDC, Lyneer will enter into a new revolving credit facility with its current lender that will be supportable by Lyneer’s stand-alone borrowing base and will be on terms similar to those of the existing agreement. It is expected that the new credit facility will provide credit availability to Lyneer of up to $40,000,000 and will replace the existing revolving credit facility with credit availability of up to $100,000,000 for which Lyneer is currently jointly liable with IDC. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer — Liquidity & Capital Resources.”

Implications of Being an Emerging Growth Company and a Smaller Reporting Company

We qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. These provisions include, but are not limited to:

        being permitted to have only two years of audited financial statements and only two years of related selected financial data and management’s discussion and analysis of financial condition and results of operations disclosure;

        an exemption from compliance with the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

        reduced disclosure about executive compensation arrangements in our periodic reports, registration statements and proxy statements; and

        exemptions from the requirements to seek non-binding advisory votes on executive compensation or golden parachute arrangements.

In addition, the JOBS Act permits emerging growth companies to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. We are not choosing to “opt out” of this provision. We will remain an emerging growth company until the earliest of (i) December 31, 2026, (ii) the first fiscal year after our annual gross revenues exceed $1.235 billion, (iii) the date on which we have, during the immediately preceding three-year period, issued more than $1.0 billion in non-convertible debt securities or (iv) the end of any fiscal year in which the market value of our common stock held by non-affiliates exceeds $700,000,000 as of the end of the second quarter of that fiscal year.

We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates is less than $700,000,000 and our annual revenue was less than $100,000,000 during our most recently completed fiscal year. We may continue to be a smaller reporting company if either (i) the market value of our stock held by non-affiliates is less than $250,000,000 or (ii) our annual revenue was less than $100,000,000 during the most recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700,000,000. For so long as we remain a smaller reporting company, we are permitted and intend to rely on exemptions from certain disclosure and other requirements that are applicable to other public companies that are not smaller reporting companies.

Corporate Information

We were incorporated in Delaware under the name SeqLL Inc. on April 1, 2014. We have historically operated as a commercial-stage life science instrumentation and research services company engaged in development of scientific assets and novel intellectual property across multiple “Omics” fields. Pursuant to the Merger Agreement and the Asset Purchase Agreement, all of our current business operations will be sold to SeqLL Omics upon the completion of the Merger and this offering. Upon completion of the Merger and this offering, our business will be that of Atlantic and Lyneer, we will change our corporate name to “Atlantic International Corp.” and our corporate headquarters will be relocated to 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632. Our main telephone number at that address will be (201) 899-4470, and our website address will be changed to www.atlantic-international.com. The information on our website is not part of this prospectus. We have included our website address as a factual reference and do not intend it to be an active link to our website.

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THE OFFERING

Units offered by us

 

2,000,000 Units (or 2,300,000 Units if the underwriters’ over-allotment option is exercised in full) at an assumed offering price of $10.00 per Unit in a firm commitment underwritten offering. Each Unit consists of (i) one share of common stock; (ii) one Series A Warrant; and (iii) one Series B Warrant.

Warrants offered by us

 

Series A Warrants:

We are offering Series A Warrants to purchase an aggregate of 2,000,000 shares of our common stock. Each Unit will include a Series A Warrant. Each Series A Warrant is exercisable to purchase one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock, will have an exercise price of $12.00 per share (representing 120% of the offering price per Unit), will be immediately exercisable and will expire on the fifth anniversary of the original issuance date. Subject to certain exemptions outlined in the Series A Warrants, if we sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of common stock or Common Stock Equivalents (as defined in the Series A Warrants), at an effective price per share less than the exercise price of the Series A Warrants then in effect, the exercise price of the Series A Warrants will be reduced to an amount equal to 120% of the effective price per share in such dilutive issuance and the number of shares of common stock issuable upon exercise of the Series A Warrants shall be proportionately adjusted such that the aggregate exercise price of the Series A Warrants shall remain unchanged.

Series B Warrants:

We are also offering Series B Warrants to purchase an aggregate of 2,000,000 shares of our common stock. Each Unit will include a Series B Warrant. Each Series B Warrant is exercisable for one share of common stock, subject to adjustment in the event of stock dividends, stock splits, stock combinations, reclassifications, reorganizations or similar events affecting our common stock. Subject to certain exemptions outlined in the Series B Warrants, if we sell, enter into an agreement to sell, or grant any option to purchase, or sell, enter into an agreement to sell, or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any shares of common stock or Common Stock Equivalents (as defined in the Series B Warrants), at an effective price per share less than the exercise price of the Series B Warrants then in effect, the exercise price of the Series B Warrants shall be reduced to the effective price per share in such dilutive issuance.

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On or after the earlier of (i) the 30-day anniversary of the date of issuance and (ii) the date on which the aggregate composite trading volume of our common stock as reported by Bloomberg beginning on the date of issuance exceeds 15,000,000 shares, a holder of the Series B Warrant may also provide notice and elect an “alternative cashless exercise.” In such event, the aggregate number of shares of common stock issuable in such alternative cashless exercise for no cash consideration shall equal the aggregate number of shares of common stock that would be issuable upon exercise of the Series B Warrant if such exercise were by means of a cash exercise rather than a cashless exercise.

In the event of a stock split, share divided or similar “Share Combination Event,” and the lowest VWAP of our common stock during the five consecutive trading days thereafter (the “Event Market Price”) is less than the Series B Warrant exercise price then in effect, the Series B Warrant exercise price shall be reduced to the Event Market Price and the number of shares of common stock issuable upon exercise of the Series B Warrant shall be increased to an amount equal to the product of (A) 200% and (b) the number of shares of common stock then issuable upon exercise of the Series B Warrant so that the aggregate exercise price shall be equal to the aggregate exercise price on the issuance date. In addition, the Series B Warrants are callable by us in certain circumstances. See “Description of Securities Being Offered in This Offering — Warrants — Call Feature.”

Shares of common stock outstanding prior to the Merger and this offering

 


380,648 shares.

Shares of common stock outstanding after the Merger and this offering

 


13,000,000 shares, or 13,300,000 shares if the underwriters’ option to purchase additional shares and accompanying warrants is exercised in full, assuming none of the warrants to purchase common stock issued in this offering are exercised.

Use of proceeds

 

We estimate that our net proceeds from the sale of shares of our common stock in this offering will be approximately $17,695,000, based on assumed gross proceeds of approximately $20,000,000 (assuming no exercise of the underwriters’ option to purchase additional shares of our common stock from us) and an assumed public offering price of $10.00 per Unit as set forth on the cover page of this prospectus, after deducting underwriting discounts and commissions and estimated offering expenses of approximately $2,305,000 payable by us. We plan to use $15,000,000 of the net proceeds to fund the Cash Consideration payable to IDC and Lyneer Management in the Merger. The balance of the net proceeds will be used for working capital to finance our future operations, including general corporate purposes, general and administrative expenses, capital expenditures and compensation, including bonuses, deferred compensation and payment of consultants and professionals. See “Use of Proceeds.”

Risk factors

 

The shares of common stock offered by this prospectus are speculative and involve a high degree of risk. Investors purchasing our common stock should not purchase the shares unless they can afford the loss of their entire investment. See “Risk Factors” beginning on page 12 and the other information included in this prospectus.

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Market symbols and trading

 

Our common stock is currently listed on the Nasdaq Capital Market under the symbol “SQL.” In connection with the proposed Merger, we have applied to list our common stock and the Series A Warrants and Series B Warrants offered hereby under the symbols “ATLN,” “ATLNW” and “ATLNL,” respectively, upon consummation of the Merger and this offering. There is no established trading market for the Series A Warrants or the Series B Warrants and an active trading market for such warrants may not develop or be sustained.

Lock-ups

 

We, our directors and executive officers, and the holder of 5% or more of the outstanding shares of our common stock will enter into customary “lock-up” agreements pursuant to which such persons and entities will agree, for a period of 180 days after the closing of this offering, not to offer, issue, sell, contract to sell, encumber, grant any option for the sale of, or otherwise dispose of, any shares of common stock or any securities convertible into or exchangeable for our common stock. See “Underwriting — Lock-Up Agreements.”

The number of shares of our common stock outstanding after the Merger and this offering is based on 380,648 shares of our common stock outstanding as of June 30, 2023 and (i) gives effect to the issuance of 12,619,352 shares of common stock subsequent to June 30, 2023, including 10,619,352 shares in connection with the consummation of the Merger (including 819,352 shares issued in escrow for payment to our pre-Merger stockholders in respect of our failure to make a stock dividend to such stockholders in connection with the Merger), assuming a public offering price of $10.00 per Unit in this offering, and (ii) excludes as of such date:

        63,649 shares of our common stock issuable upon the exercise of stock options, with a weighted-average exercise price of $63.60 per share;

        109,705 shares of our common stock issuable upon the exercise of outstanding warrants, with a weighted-average exercise price of $160.40 per share;

        a number of shares equal to 15% of our outstanding shares of common stock immediately following the Merger and the closing of this offering to be reserved for issuance under our 2023 Equity Incentive Plan, under which we will issue to certain of our new executive officers, directors and consultants restricted stock units representing all of such shares, subject to vesting, upon the completion of the Merger and this offering;

        46,000 shares of our common stock issuable upon exercise of the Representative’s warrants issued in this offering; and

        2,000,000 shares of common stock issuable upon exercise of the Series A Warrants and 2,000,000 shares issuable upon exercise of the Series B Warrants, including up to 2,000,000 shares issuable upon exercise of the Series B Warrants for no cash consideration upon the earlier of (a) 30 days from the date of this prospectus or (b) the date on which the aggregate trading volume of the common stock exceeds 15,000,000 shares, regardless of whether there is an effective registration statement in effect.

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SELECTED HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL AND
OPERATING DATA OF LYNEER

Concurrently with the closing of this offering we will complete the Merger in a transaction with a total purchase price of approximately $133,000,000 based on an assumed public offering price of $10.00 per Unit in this offering. The Merger will be treated as a reverse merger for accounting purposes under U.S. GAAP with Lyneer as the accounting acquirer and our company as the accounting acquiree. As a result, our consolidated financial statements included in this prospectus include those of Lyneer. In connection with the closing of this offering and the Merger, we will sell our existing assets, other than cash and cash equivalents, which will be distributed to our pre-Merger stockholders in connection with the Merger, to SeqLL Omics for nominal consideration. As a result, the operations of our pre-Merger business are not reflected in such financial statements.

The selected financial data presented below should be read in conjunction with the financial statements of Lyneer, the notes thereto, “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer” and the other information contained in this prospectus.

The summary of historical financial data for the year ended December 31, 2022, the Successor Period ended December 31, 2021 and the Predecessor Period ended August 30, 2021 and the balance sheet data as of December 31, 2022 and 2021, are derived from audited financial statements of Lyneer included elsewhere in this prospectus. The summary historical financial data for the six months ended June 30, 2023 and 2022 and the balance sheet data as of June 30, 2023 are derived from Lyneer’s unaudited financial statements included elsewhere in this prospectus.

Historical results are included for illustrative and informational purposes only and are not necessarily indicative of results we expect in future periods, and results of interim periods are not necessarily indicative of results for the entire year, nor future periods.

 

Year ended
December 31,
2022

 

(Successor)
August 31,
2021 to
December 31,
2021

 

(Predecessor)
January 1,
2020 to
August 30,
2021

 



Six Months Ended
June 30,

2023

 

2022

               

(unaudited)

Statement of Operations Data

 

 

 

 

 

 

 

 

 

 

   

 

 

 

 

 

 

 

Service revenue, net

 

$

441,544,117

 

 

$

163,115,903

 

 

$

261,915,198

 

$

187,392,724

 

 

$

211,989,519

 

Total cost of revenue

 

 

387,338,567

 

 

 

143,261,242

 

 

 

227,361,772

 

 

164,708,406

 

 

 

185,681,114

 

Gross profit

 

 

54,205,550

 

 

 

19,854,661

 

 

 

34,553,426

 

 

22,684,318

 

 

 

26,308,405

 

Total operating expenses

 

 

48,226,142

 

 

 

60,880,439

 

 

 

29,257,962

 

 

23,350,078

 

 

 

23,823,619

 

Income (loss) from
operations

 

 

5,979,408

 

 

 

(41,025,778

)

 

 

5,295,464

 

 

(665,760

)

 

 

2,484,786

 

Interest expense

 

 

10,008,896

 

 

 

1,974,868

 

 

 

1,758,959

 

 

7,723,033

 

 

 

3,924,911

 

Net (loss) income before taxes

 

 

(4,029,488

)

 

 

(43,000,646

)

 

 

3,536,505

 

 

(8,388,793

)

 

 

(1,440,125

)

Income Tax (benefit)
expense

 

 

(808,430

)

 

 

330,392

 

 

 

1,003,765

 

 

(2,444,418

)

 

 

(273,091

)

Net (loss) income

 

$

(3,221,058

)

 

$

(43,331,038

)

 

$

2,532,740

 

$

(5,944,375

)

 

$

(1,167,034

)

 

December 31,
2022

 

December 31,
2021

 

June 30,
2023

       

(unaudited)

Balance Sheet Data

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,716,161

 

 

$

353,894

 

 

$

592,054

 

Working capital(1)

 

 

48,923,418

 

 

 

64,908,634

 

 

 

(74,522,338

)

Total assets

 

 

126,307,512

 

 

 

138,822,709

 

 

 

110,549,128

 

Total liabilities

 

 

153,610,009

 

 

 

160,682,426

 

 

 

141,445,997

 

Mezzanine capital

 

 

10,165,000

 

 

 

9,900,000

 

 

 

10,414,375

 

Members (deficit)

 

 

(37,467,497

)

 

 

(31,759,717

)

 

 

(41,311,244

)

____________

(1)      Working capital represents total current assets less total current liabilities.

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ADJUSTED EARNINGS BEFORE INTEREST, TAX,
DEPRECIATION, AND AMORTIZATION (“ADJUSTED EBITDA”) OF LYNEER

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 Lyneer’s consolidated statements of operations. The following is a reconciliation of Lyneer’s net income in accordance with GAAP to EBITDA and adjusted EBITDA for the year ended December 31, 2022 and the six-month periods ended June 30, 2023 and 2022:

 

Year ended
December 31,
2022

 


Six Months Ended June 30,

2023

 

2022

 

Change

Net (loss) income

 

$

(3,221,058

)

 

$

(5,944,375

)

 

$

(1,167,034

)

 

$

(4,777,341

)

Interest expense

 

 

10,008,896

 

 

 

7,723,033

 

 

 

3,924,911

 

 

 

3,798,122

 

Income tax expense (benefit)

 

 

(808,430

)

 

 

(2,444,418

)

 

 

(273,091

)

 

 

(2,171,327

)

Depreciation and amortization

 

 

5,065,511

 

 

 

2,520,804

 

 

 

2,519,873

 

 

 

931

 

Earnings before interest, taxes, depreciation and amortization

 

$

11,044,919

 

 

$

1,855,044

 

 

$

5,004,659

 

 

$

(3,149,615

)

Non-recurring adjustments from
operations

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in fair value of contingent consideration liabilities(1)

 

 

894,133

 

 

 

(500,000

)

 

 

447,067

 

 

 

(947,067

)

Salary reductions & severance for staff not replaced(2)

 

 

2,755,943

 

 

 

625,200

 

 

 

 

 

 

625,200

 

Transaction costs(3)

 

 

 

 

 

2,222,876

 

 

 

 

 

 

2,221,722

 

Total non-recurring adjustments from operations

 

 

3,650,076

 

 

 

2,348,076

 

 

 

447,067

 

 

 

1,901,009

 

Adjusted EBITDA

 

$

14,694,995

 

 

$

4,203,120

 

 

$

5,451,726

 

 

$

(1,248,606

)

____________

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

(2)      Adjustment to account for reductions in force and associated severance costs for non-revenue generating employee positions during the year ended December 31, 2022 and the six months ended June 30, 2023. These actions were taken as a response to the COVID-19 pandemic and Lyneer believes the costs to be non-recurring.

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

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer” beginning on page 42 for additional discussion of Lyneer’s EBITDA and adjusted EBITDA, as well as the discussion under the heading “Liquidity & Capital Resources” regarding the reclassification of all joint and several indebtedness with IDC as of June 30, 2023 to current liabilities.

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RISK FACTORS

Investing in our securities involves a high degree of risk. You should carefully consider the following information about these risks, together with the other information appearing elsewhere in this prospectus, including Lyneer’s financial statements, the notes thereto and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer,” before deciding to invest in our securities. The risk factors related to the Merger are the risks directly related to the Merger and the integration of Lyneer with our company to the extent presently known. The risks below also include forward-looking statements, and actual results may differ substantially from those discussed in these forward-looking statements. See “Cautionary Note Concerning Forward-Looking Statements” beginning on page 33. The risks and uncertainties described in this prospectus are not the only risks that we will encounter. Additional risks and uncertainties not presently known to us Atlantic or Lyneer or that we, Atlantic or Lyneer currently consider immaterial may also impair Atlantic’s or Lyneer’s business operations or our business operations after the Merger. The occurrence of any of the following risks could have a material and adverse effect on our business, reputation, financial condition, results of operations and future growth prospects, as well as our ability to accomplish our strategic objectives. As a result, the trading price of our securities could decline and you could lose all or part of your investment.

Risks Related to the Merger

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 we will pay to the Sellers will not be more than the aggregate value of Atlantic and Lyneer.

The fairness opinion obtained by our board of directors from its independent financial advisor will not reflect subsequent changes.

In connection with the Merger, McKim & Company LLC, the independent financial advisor to our board of directors, 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 us pursuant to the Merger Agreement was fair, from a financial point of view, to our stockholders. 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 our company, Atlantic or Lyneer, changes in the market prices of our common stock, 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 our company, Atlantic and Lyneer and the value of the Merger Consideration payable to the Sellers.

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

We, 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 our business, financial condition and operating results after consummation of this offering and the Merger.

Our ability to use our federal net operating loss carryforwards and certain other tax attributes following the Merger may be limited.

As of June 30, 2023, we had federal net operating loss carryforwards of approximately $17,000,000. The available net operating loss carryforwards, if not utilized by us to offset taxable income in subsequent taxable periods, will begin to expire in 2034, except for certain net operating losses that can be carried forward indefinitely. Under the Internal Revenue 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.

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An “ownership change” (generally a 50% change in equity ownership over a three-year period) under Section 382 of the Code could limit our ability to utilize our net operating loss carryforwards to offset, post-change, our 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. We believe the Merger may cause an ownership change of our company that could limit our ability to utilize our pre-Merger net operating loss carryforwards, and as a result, increase our federal income tax liability in subsequent taxable periods.

We may not realize the expected benefits of the Merger.

While our existing business is expected to be sold concurrently with the Merger, to be successful after the Merger, we 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 our company. We 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 us to achieve, on a timely basis, if 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 our 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 we cannot integrate Lyneer’s business successfully with the management and assets of Atlantic, we 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 neither we nor Atlantic or Lyneer 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, we, 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 our ability to achieve the anticipated benefits of the Merger, or could reduce each company’s operating results or otherwise adversely affect our business and financial results following the Merger.

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

The unaudited pro forma financial information contained in this prospectus is presented for purposes of replacing our historical consolidated financial statements with the historical financial statements of Lyneer, 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 our financial condition or results of operations may cause significant variations in the price of our common stock. See “Unaudited Pro Forma Condensed Combined Financial Information” for more information.

We may not realize anticipated growth opportunities.

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

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Following the completion of this offering, Atlantic’s and Lyneer’s existing stockholders will control our company, and their interests may conflict with yours in the future.

Immediately following the closing of this offering, Atlantic’s and Lyneer’s existing stockholders will own more than a majority of the outstanding shares of our common stock. Each share of our common stock initially entitles its holder 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 our directors 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 our company for so long as they retain significant ownership. This concentration of ownership may delay or deter possible changes in control of our company, which may reduce the value of an investment in our common stock. 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 our company.

We may be unable to satisfy Nasdaq listing requirements for the continued listing of our securities on Nasdaq, which could limit investors’ ability to effect transactions in our securities and subject us to additional trading restrictions.

On June 21, 2022, we received a deficiency letter from the Listing Qualifications Department (the “Staff”) of Nasdaq informing us that our common stock was below the minimum $1.00 per share requirement for continued inclusion on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2) (the “Bid Price Requirement”) based on the closing bid price of our common stock for the 30 consecutive business days prior to the date of notice from Nasdaq.

On June 20, 2023, we received a determination letter from the Staff stating that, as we had not regained compliance with the Bid Price Requirement within the timeframe allowed by Nasdaq, our securities would be delisted from the Nasdaq Capital Market unless we appealed the Staff’s determination. On June 26, 2023, we appealed the Staff’s determination, and on July 17, 2023, we received notice from Nasdaq that we were granted an additional extension to September 15, 2023 to regain compliance with the Bid Price Requirement. On August 30, 2023, we effected a one-for-40 reverse stock split of our common stock, which increased the closing bid price of our common stock above $1.00 per share, and on September 22, 2023, Nasdaq notified us that we had regained compliance with the Bid Price Requirement.

In connection with the proposed Merger, on June 14, 2023, we also re-applied for listing of our common stock on the Nasdaq Capital Market. While it is a condition to the Merger and the consummation of this offering for us to have our shares listed on Nasdaq upon consummation of the Merger and of this offering, we must meet Nasdaq’s initial listing requirements to do so. There can be no assurance that our re-listing application will be approved. Even if our common stock is listed on Nasdaq following the Merger and this offering, we may be unable to maintain the listing of our common stock in the future.

On September 8, 2023 and September 18, 2023, we received letters from Nasdaq regarding our compliance with Nasdaq Listing Rule 5550(a)(4), which requires us to have a minimum of 500,000 publicly-held shares of common stock, exclusive of shares held by officers, directors and 10% stockholders. The letters from Nasdaq indicated that according to its calculations, as of September 7, 2023, we no longer met the requirements of such Rule, and we were given until September 25, 2023 to submit a plan to Nasdaq to regain compliance. On September 22, 2023, we advised Nasdaq that we expected to regain compliance with Rule 5550(a)(4) upon consummation of the Merger and this offering and Nasdaq granted us an extension through October 15, 2023 to demonstrate compliance with the public float rule. On October 16, 2023, we submitted a late request asking that the public float exception be extended through October 31, 2023. On October 17, 2023, Nasdaq issued a final extension advising us that no further continuances would be granted and that failing to meet the terms of the extension would result in the immediate delisting of our securities from Nasdaq.

On November 9, 2023, we confirmed to Nasdaq that our public float as of October 31, 2023 and November 10, 2023, was below the minimum requirement in Rule 5550(a)(4). On November 10, 2023, we received a letter from Nasdaq indicating that, in light of our inability to meet the terms of the Nasdaq’s amended decision of October 17, 2023, Nasdaq determined to delist our securities from Nasdaq and suspend trading in those securities effective at the open of trading on November 13, 2023. We responded by requesting a hearing and paying the required $15,000 fee. We are currently in discussions with Nasdaq regarding these latest developments.

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If we fail to maintain the listing requirements of Nasdaq and our securities are delisted, there could be significant material adverse consequences to us, including:

        the possibility that Atlantic or Lyneer will terminate the Merger Agreement due to our failure to meet a material condition to the consummation of the Merger, which condition may, but is unlikely to, be waived by Atlantic or Lyneer;

        a limited availability of market quotations for our securities;

        a limited amount of news and analyst coverage for our company; and

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

The Merger will result in changes to our 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.

Upon completion of the Merger, the composition of our board of directors and management team will change. Upon completion of the Merger, our 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 and this offering. Our board of directors currently consists of four members, and effective on closing of the Merger, all but one of the members of our board of directors, David Pfeffer, are anticipated to resign and additional board members designated by Atlantic and Lyneer will be appointed to our board of directors.

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

Upon consummation of the Merger, the combined company will be dependent on the experience and industry knowledge of Atlantic’s and Lyneer’s current officers and other key employees to execute our business plans. Our success after the Merger will depend in part upon our ability to retain key management personnel and other key employees of both Atlantic and Lyneer as well as upon the ability of our 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 our company following the Merger or other concerns regarding our operations following the Merger, any of which may have an adverse effect on our 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.

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

As a publicly-traded company, we 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. We expect 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 we previously incurred and could lead to a diversion of management time and attention from revenue-generating activities.

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

We 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.

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

        Our 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 our shares may decline.

If our performance following the Merger does not meet market expectations, the price of our securities may decline.

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

In addition, following the Merger, fluctuations in the price of our 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 our company, 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 our common stock continues, the trading price of our shares following the Merger could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our common stock and our common stock may trade at prices significantly below the price you paid for them.

Factors affecting the trading price of our common stock following this offering may include:

        actual or anticipated fluctuations in our financial results or the financial results of companies perceived to be similar to us;

        changes in the market’s expectations about our operating results;

        the success of competitors;

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

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

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

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

        changes in laws and regulations affecting our business;

        commencement of, or involvement in, litigation involving our company;

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

        the volume of our shares available for public sale;

        any significant change in our board or management;

        sales of substantial amounts of shares by our 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.

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Broad market and industry factors may depress the market price of our common stock irrespective of our 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 our 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 our company could depress our share price regardless of our business, prospects, financial conditions or results of operations. A decline in the market price of our common stock also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

The market price of our 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.

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

While we expect that we will sell substantially all of our current operations, including all of our operating assets and most of our 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, we will transfer all of our current operating assets and liabilities, other than our liabilities under an outstanding promissory note in the principal amount of $1,375,000 and our office lease payment obligations for one year, to SeqLL Omics upon the closing of the Merger. However, if we are unable to transfer certain liabilities, such as certain tax liabilities, we 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 we may remain obligated for such liabilities.

Our ability and the ability of 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 we expect to stay with us following the Merger. The loss of such key personnel following the Merger could adversely affect the operations and profitability of our business.

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

Following this offering, our 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 our common stock.

The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. If no securities or industry analysts commence coverage of our company, our share price would likely be less than that which would be obtained if we had such coverage and the liquidity, or trading volume of our 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 our company, their projections may vary widely and may not accurately predict the results we actually achieve. Our share price may decline if our actual results do not match the projections of research analysts covering us. Similarly, if one or more of the analysts who write reports on our company downgrades our shares or publishes inaccurate or unfavorable research about our business, our share price could decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, our share price or trading volume could decline.

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Subsequent to the consummation of the Merger, we 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 our financial condition, results of operations and share price, which could cause you to lose some or all of your investment.

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

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

Following this offering, our 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. We 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 our business, financial condition, results of operations and prospects. Any adverse determination in litigation could also subject us to significant liabilities.

We may be subject to claims based upon our cancellation of stock and cash dividends to our per-Merger stockholders.

Pursuant to the Merger Agreement, we were required, prior to the closing of the Merger and this offering, to declare a cash dividend payable to our stockholders of record as of the close of business on a date to be determined, but prior to the date of pricing of this offering, in an amount equal to our cash and cash equivalents as of the closing date of the Merger and this offering (exclusive of any proceeds of this offering), less any amounts withheld for taxes and certain other obligations as of such date. Concurrently with the declaration of such cash dividend, we were also required to declare a stock dividend issuable to such stockholders of an aggregate of 819,352 shares of our common stock, assuming a public offering price of $10.00 per Unit in this offering. However, in connection with the preparation for the closing the Merger and this offering, on November 3, 2023, the parties to the Merger Agreement agreed to waive the declaration of such dividends in consideration of our agreement to make a settlement offer within 90 days of the closing of this offering to our stockholders of record as of September 26, 2023, the record date for such dividends, to settle any claims of such stockholders for failing to pay such dividends by issuing to such stockholders the amount of cash and the number of shares of our common stock that such stockholders would have received had such dividends been declared and made. While we will transfer $3,500,000 to restricted cash and escrow 819,352 shares of our common stock at the closing of the Merger and this offering for the future payment of such proposed settlement amounts, there can be no assurance that such amounts will be sufficient to pay any claims that may be made against us for our failure to pay the cash and stock dividends that were originally required by the Merger Agreement, or that additional claims may not be made against us by other stockholders of our company for our failure to pay such dividends.

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.

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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 Lyneer’s 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 may be named as defendants in lawsuits from time to time that could cause them to incur substantial liabilities. Lyneer and certain of its subsidiaries are currently 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. While all of Lyneer’s existing material litigation are subject to pending settlement approvals by the applicable courts, there can be no assurance that such settlements will be approved by the courts. As a result, it is not possible to predict the outcome of these lawsuits. Notwithstanding the proposed settlements, these lawsuits, and future lawsuits that may be brought against Lyneer or its subsidiaries, 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. An unfavorable outcome with respect to these lawsuits and any future lawsuits or regulatory proceedings could, individually or in the aggregate, cause Lyneer to incur substantial liabilities or impact its operations in such a way that may have a material adverse effect upon Lyneer’s business, financial condition or results of operations. In addition, an unfavorable outcome in one or more of these cases could cause Lyneer to change its compensation plans for its employees, which could have a material adverse effect upon Lyneer’s business. See “Information About Lyneer — Legal Proceedings.”

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

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

Lyneer has one client that represented approximately 18.1% of Lyneer’s 2022 revenues. For the six-month periods ended June 30, 2023 and 2022, this same client accounted for approximately 16% and 19% of Lyneer’s revenues, respectively. No other customer accounted for more than 10% of Lyneer’s revenues in either period. The client’s contract with Lyneer consists of a master service agreement (“MSA”) for temporary employee services with various customer locations entering into separate service annexes. None of the revenues from a specific location exceeded 5% of the aggregate revenue associated with the client. The current term of the MSA expires in January 2025 and automatically renews for one-year subsequent terms. However, the client may terminate the agreement for convenience at any time, subject to any accrued payment obligations. If this client were to terminate its relationship with Lyneer, Lyneer would 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.

While Lyneer maintains cyber insurance with respect to many such claims and has provisions of agreements with third-parties that detail security obligations and typically have indemnification obligations related to the same, any such unauthorized disclosure, loss or breach could harm Lyneer’s reputation and subject Lyneer to government sanctions and liability under its contracts and laws that protect sensitive or personal data and confidential information, resulting in increased costs or loss of revenues. It is possible that security controls over sensitive or confidential data and other practices that Lyneer and its third-party vendors follow may not prevent the improper access to, disclosure of, or loss of such information. Further, data privacy is subject to frequently changing rules and regulations, which sometimes conflict among the various jurisdictions in which Lyneer provides services. Any failure or perceived failure to successfully manage the collection, use, disclosure, or security of personal information or other privacy related matters, or any failure to comply with changing regulatory requirements in this area, could result in legal liability or impairment to Lyneer’s reputation in the marketplace. Following consummation of the Merger, our board of directors and its audit committee will consult with Lyneer’s management and will be briefed by, and receive appropriate recommendations from, management on matters associated with regulatory compliance and security.

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

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

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        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.

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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.

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

Lyneer has reported net losses of $5,944,375 and $1,167,034 for the six-month periods ended June 30, 2023 and 2022, respectively, and $3,221,058 for the year ended December 31, 2022. The consolidated financial statements of Lyneer since August 31, 2021 reflect the post-acquisition activity of Lyneer since its acquisition by IDC, including pushdown accounting that reflects the combined lender liability and certain other indebtedness with IDC, which will be assumed by IDC as part of the Merger. There can be no assurance that Lyneer will operate profitably in the future.

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

In addition to the Merger Note that we will issue to IDC at the closing of the Merger, Lyneer’s existing debt obligations currently include all of the debt obligations of IDC as a co-borrower as all of the loan arrangements entered into by Lyneer and IDC provide that such parties are jointly and severally liable for the full amount of the indebtedness. At June 30, 2023, such indebtedness totaled $120,002,143. The joint indebtedness of Lyneer and IDC is made up of a revolving credit facility, a term loan and notes that are payable to the two prior owners of Lyneer. Currently, and until such obligations are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s current operations may not be sufficient to be able to make all of the necessary payments. In connection with the closing of this offering and the Merger, IDC will agree with Lyneer to assume responsibility for all payments under the term loan and the notes payable to the two prior owners of Lyneer, which amounted to approximately $53,941,000 in the aggregate at June 30, 2023; however, Lyneer will remain an obligor on such indebtedness and will be obligated to pay such indebtedness if IDC does not do so. In addition, in connection with the closing of this offering and the Merger, IDC and Lyneer will agree that if and when we repay the Merger Note in full, IDC will work with Lyneer to restructure their revolving credit facility so that Lyneer will be obligated for only $35 million under such facility. At such time, Lyneer intends to enter into a new revolving credit facility with its current lender or a new lender that will be supportable by Lyneer’s stand-alone borrowing base and is expected to be on terms similar to those of the existing agreement. It is contemplated that the new credit facility will provide credit availability to Lyneer of up to $40,000,000 and will replace Lyneer’s remaining obligations under the existing revolving credit facility with credit availability of

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up to $125,000,000 for which Lyneer is currently jointly and severally liable with IDC. However, there can be no assurance that Lyneer will be able to support its continuing indebtedness, to generate revenues sufficient in amount to enable us to pay our indebtedness under the Merger Note, or to repay or refinance any such indebtedness when due. Lyneer’s failure to comply with its obligations under its existing indebtedness following the Merger, or to repay or refinance such indebtedness when due, including our indebtedness under the Merger Note, would likely have a material adverse impact on our financial condition and long-term viability.

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

As described in the previous risk factor and elsewhere in this prospectus, Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with its current parent, IDC. Lyneer was not in compliance with all of its covenants under its revolving credit facility as of June 30, 2023. On July 14, 2023, Lyneer received notice from the lender that it was in default under such facility due to Lyneer’s failure to repay a $14,919,145 over-advance on such facility. Further, on July 21, 2023, Lyneer received notice from the lender informing it that Lyneer may not make payments on its term loan with the lender until the over-advance payment default has been cured or waived.

As a result of such notification, Lyneer did not make subsequent payments due on the term loan. Furthermore, Lyneer did not make the principal and interest payments due on July 31, 2023 on its notes payable to the sellers of Lyneer to IDC as payments to any other debt holders was prohibited by the administrative agent of the lender. On August 31, 2023, IDC and Lyneer entered into the Forbearance Agreement with its lender under which the lender waived all existing events of default as of the date of the agreement and agreed to forbear from exercising its rights and remedies with respect to such events of default under the credit facilities through November 17. 2023. As Lyneer and IDC do not expect to cure such events of default prior to November 17, 2023, all of Lyneer’s joint indebtedness with IDC as of June 30, 2023 has been reclassified as current liabilities. Lyneer and IDC are currently in negotiations with the lender to extend the forbearance period under the Forbearance Agreement. However, there can be no assurance that such negotiations will be successful and the lender’s failure to extend such date would result in the reinstatement of the events of default under the Revolver, which would be expected to have a material adverse effect on our liquidity and financial condition and the market price of our common stock.

Even if Lyneer is successful in restructuring its obligations under the revolving credit facilities, there can be no assurance that Lyneer will be able to comply with all of its obligations under such credit facilities. Any failure on the part of Lyneer to comply with its obligations under the credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer.”

There is substantial doubt about Lyneer’s ability to continue as a going concern as a result of the above-described events of default under its principal credit facilities.

Given the uncertainties around Lyneer’s liquidity, Lyneer’s compliance with its covenants and Lyneer’s ability to refinance its existing debt obligations by November 17, 2023, Lyneer has concluded that there is substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of its consolidated financial statements. Lyneer is currently attempting to refinance its debt obligations with its lenders and is exploring other financing opportunities to provide greater flexibility. Lyneer expects upon our repayment of the Merger Note subsequent to consummating the Merger that its joint and several obligations for IDC’s portion of the joint indebtedness will be released by the lenders although there can be no assurance of same.

Lyneer’s results of operations can be negatively impacted by variable costs.

Lyneer’s results of operations can be negatively impacted by, among other things, changes in unemployment tax rates, changes in workers’ compensation insurance rates and claims relating to audits, and write-offs of uncollectible customer receivables.

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.

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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 its merger with Lyneer and us and negotiations for this offering. 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 our management. They will be required under corporate law to direct substantially all of their business time to that of our company, exclusive of any transaction that may not be a corporate opportunity for us. Therefore, the current management of Atlantic will be required, under their employment agreements with us, to direct substantially all of their business time to our affairs, 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 our roll-up strategy and a growth strategy of our company, assumes, in part, that following the Merger, we will be able to convince smaller firms that they can increase their profitability and market share through an affiliation with us and the use of our 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. We will depend upon the abilities of people who own the businesses we acquire, or on the managers they employ. In addition, we must be able to attract and retain qualified personnel at all levels of operations and maintain the same levels of quality control over our services as Lyneer currently offers its clients. Unless we are 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 we will be successful in Atlantic’s roll-up strategy, that such strategy will result in increased profits, or that following the Merger, we can obtain, on affordable terms, any additional financing that might be necessary to affect our growth strategy.

Atlantic’s strategy of growing our company through acquisitions may impact our business in unexpected ways.

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

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

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

        our 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;

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        our 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;

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

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

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

        the internal controls over financial reporting, 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, we are required to continue to comply with the rules and regulations of the SEC and Nasdaq in order to maintain our Nasdaq listing and, as a substantially larger company, we will require increased marketing, compliance, accounting and legal costs; and

        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, we will, in all likelihood, require our lender’s approval under existing loan covenants.

General Risks Affecting Our Business

Our expansion and acquisition strategy may not be executed effectively.

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

We will be required to raise additional funds prior to the maturity date of the Merger Note to repay such note and our other outstanding indebtedness and to support our future capital needs.

We believe the net proceeds from this offering, together with our cash on hand and cash generated from operations, will not be sufficient to pay the Merger Note and our other outstanding indebtedness in full when due and to fund our ongoing operations. As stated above under “Lyneer has been in default under its principal credit facilities and outstanding promissory notes and any additional or future defaults by Lyneer under its credit facilities could have a material adverse impact on Lyneer’s financial condition and long-term viability,” Lyneer and IDC do not expect to cure pending events of default under their joint indebtedness prior to the termination of the Forbearance Agreement on November 17, 2023. As a result, we will be required to seek significant future financing in the near term to restructure outstanding indebtedness, as well as prior to April 30, 2024, the maturity date of the Merger Note, to repay the Merger Note when due. Thereafter, we may be required to seek financing to pay or refinance our other outstanding indebtedness and to finance our current operating expenses and to pursue growth opportunities.

We cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. Our ability to obtain additional financing will be subject to market conditions, our operating performance and investor sentiment, among other factors. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing may contain terms that are not favorable to us or our stockholders. Any of these factors could have a material adverse effect on growth strategy including any acquisition.

To the extent that we raise additional capital through the sale of equity or convertible debt securities, the issuance of those securities could result in substantial dilution for our current stockholders. The terms of any securities issued by us in future capital transactions may be more favorable to new investors, and may include preferences, superior voting rights and the issuance of warrants or other derivative securities, which may have a further dilutive effect on the holders of any of our securities then-outstanding. We may issue additional shares of our

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common stock or securities convertible into or exchangeable or exercisable for our common stock in connection with hiring or retaining personnel, option or warrant exercises, future acquisitions or future placements of our securities for capital-raising or other business purposes. The issuance of additional securities, whether equity or debt, by us, or the possibility of such issuance, may cause the market price of our common stock to decline further and existing stockholders may not agree with our financing plans or the terms of such financings.

In addition, we may incur substantial costs in pursuing future capital financing, including investment banking fees, legal fees, accounting fees, securities law compliance fees, printing and distribution expenses and other costs. We may also be required to recognize non-cash expenses in connection with certain securities we issue, such as convertible notes and warrants, which may adversely impact our financial condition.

Furthermore, any additional debt or equity financing that we may need may not be available on terms favorable to us, or at all. If we are unable to obtain such additional financing on a timely basis, we may have to curtail our development activities and growth plans and/or be forced to sell assets, perhaps on unfavorable terms, which would have a material adverse effect on our business, financial condition and results of operations, and we ultimately could be forced to discontinue our operations and liquidate, in which event it is unlikely that stockholders would receive any distribution on their shares. Further, we may not be able to continue operating if we do not generate sufficient revenues from operations needed to stay in business.

The requirements of complying with the Exchange Act and the Sarbanes-Oxley Act may strain our resources and distract management.

We are subject to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Sarbanes-Oxley Act of 2002. The costs associated with these requirements may place a strain on our systems and resources. The Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition. The Sarbanes-Oxley Act requires that we maintain effective disclosure controls and procedures and internal controls over financial reporting. Historically, we have maintained a small accounting staff and use supplemental resources such as contractors and consultants to provide additional accounting and finance support. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, significant additional resources and management oversight may be required. This effort may divert management’s attention from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial persons with appropriate public company experience and technical accounting knowledge. Failure to properly hire, train and supervise the work of our accounting staff could lead to a material weakness in our control environment and our internal controls, including internal controls over financial reporting.

Disruption of critical information technology systems or material breaches in the security of our systems could harm our business, customer relations and financial condition.

Information technology (“IT”) helps us to operate efficiently, interface with customers, maintain financial accuracy and efficiently and accurately produce our financial statements. IT systems are used extensively in virtually all aspects of our business, including sales forecast, order fulfilment and billing, customer service, logistics, and management of data from running samples on our products. Our success depends, in part, on the continued and uninterrupted performance of our IT systems. IT systems may be vulnerable to damage from a variety of sources, including telecommunications or network failures, power loss, natural disasters, human acts, computer viruses, computer denial-of-service attacks, unauthorized access to customer or employee data or company trade secrets, and other attempts to harm our systems. Certain of our systems are not redundant, and our disaster recovery planning is not sufficient for every eventuality. Despite any precautions we may take, such problems could result in, among other consequences, disruption of our operations, which could harm our reputation and financial results.

If we do not allocate and effectively manage the resources necessary to build and sustain the proper IT infrastructure, we could be subject to transaction errors, processing inefficiencies, loss of customers, business disruptions or loss of or damage to intellectual property through security breach. If our data management systems do not effectively collect, store, process and report relevant data for the operation of our business, whether due to equipment malfunction or constraints, software deficiencies or human error, our ability to effectively plan, forecast and execute our business plan and comply with applicable laws and regulations will be impaired, perhaps materially. Any such impairment could materially and adversely affect our reputation, financial condition, results of operations, cash flows and the timeliness with which we report our internal and external operating results.

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Security breaches and other disruptions could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our customers, suppliers and business partners, and personally identifiable information of our employees, on our networks. The secure processing, maintenance and transmission of this information is critical to our operations. Despite our security measures, our IT infrastructure may be vulnerable to attacks by hackers, computer viruses, malicious codes, unauthorized access attempts, and cyber- or phishing-attacks, or breached due to employee error, malfeasance, faulty password management or other disruptions. Third parties may attempt to fraudulently induce employees or other persons into disclosing usernames, passwords or other sensitive information, which may in turn be used to access our IT systems, commit identity theft or carry out other unauthorized or illegal activities. Any such breach could compromise our networks and the information stored there could be accessed, publicly disclosed, lost or stolen. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, disruption of our operations and damage to our reputation, which could divert our management’s attention from the operation of our business and materially and adversely affect our business, revenues and competitive position. Moreover, we may need to increase our efforts to train our personnel to detect and defend against cyber- or phishing-attacks, which are becoming more sophisticated and frequent, and we may need to implement additional protective measures to reduce the risk of potential security breaches, which could cause us to incur significant additional expenses.

We are subject to certain U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. We can face serious consequences for violations.

Among other matters, U.S. and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting or receiving, directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. We have direct or indirect interactions with officials and employees of government agencies or government-affiliated hospitals, universities, and other organizations.

Risks Related to this Offering and Ownership of Our Common Stock and Warrants

The market price of our common stock and the warrants offered hereby may be highly volatile, and you could lose all or part of your investment.

The market price of our common stock and accompanying warrants offered hereby may be highly volatile. You may be unable to sell your shares of common stock or warrants at or above the offering price. The market prices of our common stock and warrants could be subject to wide fluctuations in response to a variety of factors, which include:

        actual or anticipated fluctuations in our financial condition and operating results;

        announcements of technological innovations by us or our competitors;

        announcements by our customers, partners or suppliers relating directly or indirectly to our products, services or technologies;

        overall conditions in our industry and market;

        addition or loss of significant customers;

        changes in laws or regulations applicable to our products;

        actual or anticipated changes in our growth rate relative to our competitors;

        announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures, capital commitments or achievement of significant milestones;

        additions or departures of key personnel;

        competition from existing products or new products that may emerge;

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        fluctuations in the valuation of companies perceived by investors to be comparable to us;

        disputes or other developments related to proprietary rights, including patents, litigation matters or our ability to obtain intellectual property protection for our technologies;

        announcement or expectation of additional financing efforts;

        sales of our common stock or warrants by us or our stockholders;

        stock price and volume fluctuations attributable to inconsistent trading volume levels of our shares;

        reports, guidance and ratings issued by securities or industry analysts; and

        general economic and market conditions.

If any of the forgoing occurs, it could cause our common stock and warrant prices or trading volumes to decline. Stock markets in general and the market for companies in our industry in particular have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate changes or international currency fluctuations, may negatively impact the market prices of our common stock. You may not realize any return on your investment in us and may lose some or all of your investment.

The price of our common stock could be subject to rapid and substantial volatility.

There have been instances of extreme stock price run-ups followed by rapid price declines and strong stock price volatility with recent public offerings, especially among those with relatively smaller public floats. As a smaller-capitalization company with a small public float, we may experience greater stock price volatility, extreme price run-ups, lower trading volume, and less liquidity than larger-capitalization companies. In particular, our common stock may be subject to rapid and substantial price volatility, low volumes of trades, and large spreads in bid and asked prices. Such volatility, including any stock run-ups, may be unrelated to our actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of our shares of common stock.

In addition, if the trading volumes of our common stock are low, persons buying or selling in relatively small quantities may easily influence the price of our common stock. This low volume of trades could also cause the price of our common stock to fluctuate greatly, with large percentage changes in price occurring in any trading day session. Holders of our common stock may also not be able to readily liquidate their investment or may be forced to sell at depressed prices due to low volume trading. Broad market fluctuations and general economic and political conditions may also adversely affect the market price of our common stock. As a result of this volatility, investors may experience losses on their investment in our common stock. A decline in the market price of our common stock also could adversely affect our ability to issue additional shares of common stock or other of our securities and our ability to obtain additional financing in the future. There can be no assurance that an active market in our common stock will be sustained. If an active market is not sustained, holders of our common stock may be unable to readily sell the shares they hold or may not be able to sell their shares at all.

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

The market price of our securities may be volatile, and in the past companies that have experienced volatility in the market price of their securities have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.

We have broad discretion in the use of a portion of the net proceeds from this offering and may invest or spend the proceeds in ways with which you disagree or that may not yield a return.

While $15,000,000 of the net proceeds of this offering have been allocated to pay the Lyneer Members the Cash Consideration payable in the Merger, our management will have broad discretion on how to use and spend the remaining net proceeds that we receive from this offering. Investors in this offering will need to rely upon the judgment of our management with respect to the use of proceeds for working capital purposes. If we fail to utilize

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the net proceeds we receive from this offering effectively, our business and financial condition could be harmed, and we may need to seek additional financing sooner than expected. Pending their use, we may also invest the net proceeds from this offering in a manner that does not produce income or that loses value.

Our directors, executive officers and principal stockholders will continue to have substantial control over our company after this offering, which could limit your ability to influence the outcome of key transactions, including a change of control.

Upon completion of the Merger and this offering, our executive officers, directors, senior management and consultants, and their affiliates will own approximately 9,040,000 shares of our common stock, or approximately 69.5% of the 13,000,000 outstanding shares of our common stock, based on the number of shares outstanding as of the date of this prospectus, assuming the sale of 2,000,000 shares in this offering at an assumed public offering price of $10.00 per Unit and the escrowing at the closing of the Merger of 819,352 shares in respect of our failure to issue a previously-approved stock dividend in the amount of such number of shares, and assuming the underwriters’ over-allotment option is not exercised. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring stockholder approval, including the election of directors and the approval of mergers, acquisitions or other extraordinary transactions. They may also have interests that differ from yours and may vote in a way with which you disagree and which may be adverse to your interests. This concentration of ownership may have the effect of delaying, preventing or deterring a change of control of our company, could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company and might ultimately affect the market price of our common stock.

If our shares become subject to the penny stock rules, it would become more difficult to trade our shares.

The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00, other than securities registered on certain national securities exchanges or authorized for quotation on certain automated quotation systems, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system. If we do not retain a listing on Nasdaq and if the price of our common stock is less than $5.00, our common stock will be deemed a penny stock. The penny stock rules require a broker-dealer, before a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document containing specified information. In addition, the penny stock rules require that before effecting any transaction in a penny stock not otherwise exempt from those rules, a broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive (i) the purchaser’s written acknowledgment of the receipt of a risk disclosure statement; (ii) a written agreement to transactions involving penny stocks; and (iii) a signed and dated copy of a written suitability statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our common stock, and therefore stockholders may have difficulty selling their shares.

The Series A Warrants and the Series B Warrants offered by this prospectus may dilute your investment and cause our stock price to decline.

The Series A Warrants and the Series B Warrants offered by this prospectus will be exercisable for five years from the date of initial issuance at an assumed initial exercise price equal to $12.00 (120% of the public offering price per Unit sold in this offering). There can be no assurance that the market price of our common stock will ever equal or exceed the exercise price of the Series A Warrants and the Series B Warrants offered by this prospectus. In addition, the holders of Series B Warrants may effect an “alternative cashless exercise” (defined in the Series B Warrants) upon the earlier of (A) 30 days from the date of this prospectus and (B) the date on which the aggregate trading volume of the common stock exceeds 15,000,000 shares, regardless of whether there is an effective registration statement in effect. Under such alternative cashless exercise, an aggregate of up to 2,000,000 additional shares may be issued for no cash consideration, which will dilute the ownership interests of the then-existing stockholders of our company, which dilution may be significant.

A Series A Warrant or Series B Warrant does not entitle the holder to any rights as a common stockholder until the holder exercises such warrant for a share of our common stock.

Until you acquire shares of our common stock upon exercise of your Series A Warrants or Series B Warrants, your warrants will not provide you any rights as a common stockholder. Upon exercise of your warrants, you will be entitled to exercise the rights of a common stockholder only as to matters for which the record date occurs after the exercise date.

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The Series A Warrants and the Series B Warrants may be redeemed by us at a time that is not advantageous to the holder of such warrants.

The Series A Warrants and the Series B Warrants are callable by us in certain circumstances. If, after the closing date of this offering, (i) the volume weighted average price of our shares of common stock for each of 20 consecutive trading days (the “Measurement Period”) is (a) with respect to the 60-day period following the closing date of this offering, equal to or greater than 250% of the initial exercise price of the Series A Warrants and the Series B Warrants and (b) with respect to all subsequent periods, equal to or greater than 200% of the initial exercise price of the Series A Warrants and the Series B Warrants, (ii) the average daily trading volume for such Measurement Period exceeds $1,000,000 per trading day, and (iii) the holders of such warrants are not in possession of any information that constitutes, or might constitute, material non-public information which was provided by us or any of our officers, directors, employees, agents or affiliates, then we may, in our sole discretion, within one trading day of the end of such Measurement Period, upon notice, call for cancellation of all, and only all, of the warrants for which a notice of exercise has not yet been delivered for consideration equal to $0.001 per share of common stock issuable upon exercise of such warrants. To the extent the Series A Warrants and the Series B Warrants are redeemed, the holders of such warrants will lose their rights to purchase the shares of common stock issuable upon exercise of such warrants except during the redemption period. See “Description of Securities Being Offered in This Offering — Warrants — Call Feature.”

There is no public market for the Units, Series A Warrants or the Series B Warrants being offered in this offering.

There is no established public trading market for the Units, Series A Warrants or the Series B Warrants being offered in this offering, and an active trading market for such warrants may not develop or be sustained.

Future sales of shares by existing stockholders could cause our stock price to decline.

If our existing stockholders sell, or indicate an intent to sell, substantial amounts of our common stock in the public market, the trading price of our common stock could decline significantly and could decline below the public offering price of the shares sold in this offering. After giving effect to the consummation of the Merger and this offering, we will have 13,000,000 outstanding shares of common stock based upon an assumed public offering price of $10.00 per Unit including 819,352 shares that will be escrowed for issuance to our pre-Merger stockholders and assuming no exercise of outstanding options and warrants. If all of the Series B Warrants are exercised on an “alternative cashless exercise” basis, an additional 2,000,000 shares of our common stock will be issued for no additional consideration. Of the 13,000,000 shares, approximately 1,120,648 shares will be held by our non-affiliated stockholders and, together with the 2,000,000 shares of common stock in the Units offered hereby, plus any shares issuable upon an “alternative cashless exercise” of the Series B Warrants, and any shares sold pursuant to the underwriters’ option to purchase additional shares, will be immediately freely tradable, without restriction, in the public market. If our non-affiliated stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship between such sales and the performance of our business. We also have registered all shares of common stock that we may issue under our equity compensation plans. As a result, such shares can be freely sold in the public market upon issuance, subject to volume limitations applicable to affiliates and the lock-up agreements described in the “Underwriting” section of this prospectus. Our non-affiliated stockholders are not subject to any lock-up agreements.

After the expiration of the lock-up agreements pertaining to this offering with our directors, executive officers and stockholders owning in excess of 5% of our outstanding shares of common stock up to 9,040,000 additional shares will be eligible for sale in the public market. If our existing stockholders sell substantial amounts of our common stock in the public market, or if the public perceives that such sales could occur, this could have an adverse impact on the market price of our common stock, even if there is no relationship between such sales and the performance of our business.

If you purchase shares in this offering, you will suffer immediate dilution of your investment in the shares of common stock comprising with Units.

The public offering price of the shares of common stock offered hereby will be substantially higher than the net tangible book value per share of our common stock. Therefore, if you purchase shares in this offering, you will pay a price per share of the common stock that substantially exceeds our net tangible book value per share after consummation of the Merger and this offering. Based on an assumed public offering price of $10.00 per Unit in this offering, you will experience immediate dilution of $8.98 per share, representing the difference between our pro forma net tangible book value per share, after giving effect to the consummation of the Merger and this offering, and the assumed public offering price.

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A reverse stock split of our common stock may decrease the liquidity of the shares of our common stock.

The liquidity of the shares of our common stock may be affected adversely by a reverse stock split of our common stock given the reduced number of shares that will be outstanding following the reverse stock split, especially if the market price of our common stock does not increase as a result of the reverse stock split. In the event of a stock split, share dividend or similar “Shares Combination Event” for the lowest VWAP during the five consecutive trading days thereafter, if the market price is less than the Series B Warrant exercise price then in effect, the Series B Warrant exercise price shall be reduced and the number of shares of common stock issuable will increase to an amount equal to the product of (A) 200% and (b) the number of shares of common stock for which the Series B Warrant is then exercisable so that the aggregate exercise price shall equal to aggregate exercise price on the issuance date.

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

We are an “emerging growth company,” as defined in the JOBS Act. We may remain an emerging growth company until as late as December 2026 (the fiscal year-end following the fifth anniversary of the completion of our initial public offering), though we may cease to be an emerging growth company earlier under certain circumstances, including (1) if the market value of our common stock that is held by non-affiliates exceeds $700,000,000 as of any June 30, in which case we would cease to be an emerging growth company as of the following December 31, or (2) if our gross revenue exceeds $1.235 billion in any fiscal year. Emerging growth companies may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors could find our common stock less attractive because we may rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

In addition, Section 102 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, or the Securities Act, for complying with new or revised accounting standards. An emerging growth company can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have irrevocably elected to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Because we have elected to use the extended transition period for complying with new or revised accounting standards for an emerging growth company our financial statements may not be comparable to companies that comply with public company effective dates.

We have elected to use the extended transition period for complying with new or revised accounting standards under Section 102(b)(1) of the JOBS Act. This election allows us to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As a result of this election, our financial statements may not be comparable to companies that comply with public company effective dates, and thus investors may have difficulty evaluating or comparing our business, performance or prospects in comparison to other public companies, which may have a negative impact on the value and liquidity of our common stock.

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

Provisions in our certificate of incorporation and bylaws, as amended and restated as of the closing of this offering, may have the effect of delaying or preventing a change of control or changes in our management. Our amended and restated certificate of incorporation and bylaws include provisions that:

        provide for a staggered board of directors;

        authorize our board of directors to issue, without further action by the stockholders, up to 20,000,000 shares of undesignated preferred stock and up to 300,000,000 shares of authorized but unissued shares of common stock;

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        require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;

        specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of the Board, the Chief Executive Officer or the President;

        establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;

        provide that our directors may be removed only for cause; and

        provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the exclusive forum for certain litigation that may be initiated by our stockholders.

Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for the following types of actions or proceedings under Delaware statutory law or Delaware common law, subject to certain exceptions: (1) any derivative action or proceeding brought on our behalf; (2) any action asserting a claim of breach of a fiduciary duty or other wrongdoing by any of our directors, officers, employees or agents to us or our stockholders; (3) any action asserting a claim against us arising pursuant to provisions of the Delaware General Corporation Law or our amended and restated certificate of incorporation or amended and restated bylaws; or (4) any action asserting a claim governed by the internal affairs doctrine. The choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, employees or agents, which may discourage such lawsuits against us and our directors, officers, employees and agents. Stockholders who do bring a claim in the Court of Chancery could face additional litigation costs in pursuing any such claim, particularly if they do not reside in or near the State of Delaware. The Court of Chancery may also reach different judgments or results than would other courts, including courts where a stockholder considering an action may be located or would otherwise choose to bring the action, and such judgments or results may be more favorable to us than to our stockholders. Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could adversely affect our business and financial condition. By agreeing to the exclusive forum provisions, investors will not be deemed to have waived our compliance obligations with any federal securities laws or the rules and regulations thereunder.

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

We have never declared or paid cash dividends on our common stock. Except for the cash dividend that we will pay to our pre-Merger stockholders in connection with, and as a condition to, the consummation of the Merger, we do not anticipate paying any cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to fund the development and growth of our business. In addition, any future loan arrangements we enter into may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. As a result, capital appreciation, if any, of our common stock offered hereby will be your sole source of gain for the foreseeable future.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-looking statements are contained principally in the sections titled “Prospectus Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer” and “Business,” but are also contained elsewhere in this prospectus. In some cases, you can identify forward-looking statements by the words “may,” “might,” “will,” “could,” “would,” “should,” “expect,” “intend,” “plan,” “objective,” “anticipate,” “believe,” “estimate,” “predict,” “project,” “potential,” “continue” and “ongoing,” or the negative of these terms, or other comparable terminology intended to identify statements about the future, although not all forward-looking statements contain these words. These statements relate to future events or our future financial performance or condition and involve known and unknown risks, uncertainties and other factors that could cause our actual results, levels of activity, performance or achievement to differ materially from those expressed or implied by these forward-looking statements. These forward-looking statements include, but are not limited to, statements about:

        our expectations regarding the market size and growth potential for our business;

        the implementation of our strategic plans, including strategy for our business, acquisitions and related financing;

        our ability to maintain and establish future collaborations and strategic clients;

        the rate and degree of market acceptance of our services;

        our ability to generate sustained revenue or achieve profitability;

        the pricing and expected gross margin for our services;

        our expectations related to the use of proceeds from this offering;

        the expected benefits and synergies of the Merger;

        the expected financial condition, results of operations, earnings outlook and prospects of our company, 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 our business plan;

        our, 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 our, Atlantic’s or Lyneer’s operations or the industries in which each appears;

        general economic and geopolitical conditions;

        our competitive position; and

        our estimates of our expenses, ongoing losses, future revenue, capital requirements and our needs for, or ability to obtain, additional financing as necessary.

You should read this prospectus, including the section titled “Risk Factors,” and the documents that we reference elsewhere in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual results may differ materially from what we expect as expressed or implied by our forward-looking statements. Furthermore, if our forward-looking statements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-looking statements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve our objectives and plans in any specified time frame, or at all.

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These forward-looking statements represent our estimates and assumptions only as of the date of this prospectus regardless of the time of delivery of this prospectus or any sale of our common stock. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise after the date of this prospectus. All subsequent forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to herein.

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USE OF PROCEEDS

We estimate that we will receive net proceeds of approximately $17,695,000 from the sale of the 2,000,000 Units in this offering, or approximately $20,455,000 if the underwriters exercise their option to purchase additional shares and warrants in full, based on an assumed public offering price of $10.00 per Unit, and after deducting the estimated underwriting discounts and commissions and estimated offering expenses payable by us.

We plan to use $15,000,000 of the net proceeds from this offering to fund the Cash Consideration payable to IDC and Lyneer Management in the Merger, which amounts will be applied by them to repay outstanding indebtedness for which Lyneer is jointly liable. The balance of the net proceeds from this offering will be used for working capital to finance our future operations, including general corporate purposes, general and administrative expenses, capital expenditures and compensation, including bonuses, deferred compensation and payment of consultants and professionals. In the event the Series A and Series B Warrants are exercised in full for cash, we will receive additional gross proceeds of up to $48,000,000, based upon an assumed exercise price of $12.00 per share (120% of the assumed public offering price per Unit sold in this offering), which will be used for potential acquisitions and/or working capital purposes.

The amounts and timing of our actual expenditures will depend upon numerous factors, including our sales and marketing and commercialization efforts, demand for our services, acquisition opportunities concluding on a satisfactory basis, our operating costs and the other factors described under “Risk Factors” in this prospectus. As of the date of this prospectus, we do not have any binding agreements, understandings or arrangements for any potential acquisitions of businesses. Accordingly, our management will have flexibility in applying the net proceeds from this offering. An investor will not have the opportunity to evaluate the economic, financial or other information on which we base our decisions on how we use the net proceeds.

Until we use the net proceeds of this offering in our business, such funds will be managed through a treasury management program under the supervision of our Acting Chief Financial Officer and may be invested in short-term, interest-bearing investments, which may include interest-bearing bank accounts, money market funds, certificates of deposit and U.S. government securities at the sole option of our company.

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DIVIDEND POLICY

Except for the cash dividend that we will pay to our pre-Merger stockholders in connection with, and as a condition to, the consummation of the Merger, we do not anticipate paying cash dividends on our common stock in the foreseeable future. We currently intend to retain all available funds and any future earnings to support our operations and finance the growth and development of our business. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements, contractual restrictions, business prospects, the requirements of current or then-existing debt instruments and other factors our board of directors may deem relevant.

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CAPITALIZATION

Concurrently with the closing of this offering we will complete the Merger, which will be treated as a reverse merger and recapitalization for accounting purposes under GAAP with Lyneer as the accounting acquirer and our company as the accounting acquiree. As a result, our consolidated financial statements included in this prospectus include those of Lyneer.

The following table sets forth our actual cash and cash equivalents and our capitalization as of June 30, 2023:

        on an actual basis, without giving any effect to the consummation of the Merger;

        on a pro forma basis to give effect to the consummation of the Merger and the transactions contemplated by the Asset Purchase Agreement, including (i) the issuance of an aggregate of 10,619,352 shares of our common stock (including 819,352 escrowed shares that will be reserved for issuance to our pre-Merger stockholders) in connection with the consummation of the Merger, assuming a public offering price of $10.00 per Unit in this offering, (ii) the sale of all of our pre-Merger assets and liabilities, other than a note payable in the principal amount of $1,375,000 that will be retained by us, and (iii) the issuance of the Merger Note in the principal amount of $20,000,000, as if the Merger and such transactions had occurred on June 30, 2023; and

        on a pro forma as adjusted basis to give further effect to (i) our issuance and sale of 2,000,000 shares of common stock and accompanying warrants in this offering at an assumed public offering price of $10.00 per Unit as set forth on the cover page of this prospectus, and (ii) the issuance of 2,000,000 additional shares of common stock for no cash consideration under an “alternative cashless exercise” of the Series B Warrants commencing the earlier of 30 days from the effective date of this prospectus or the date when the aggregate trading volume of the common stock exceeds 15,000,000 shares, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us and giving effect to the use of net proceeds of this offering, as described under “Use of Proceeds” above.

You should read this information in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Lyneer,” “Pro Forma Condensed Combined Financial Information” and Lyneer’s financial statements and related notes included elsewhere in this prospectus.

 

As of June 30, 2023

   

Actual

 

As Adjusted

 

Pro Forma
As Adjusted

   

(unaudited)

 

(unaudited)

 

(unaudited)

Cash and cash equivalents

 

$

4,789,870

 

 

$

592,054

 

 

$

3,287,054

 

Total liabilities

 

 

3,761,861

 

 

 

188,796,384

(¹)

 

 

173,796.384

 

Stockholder’s equity:

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, $0.00001 par value per share: 20,000,000 shares authorized; 0 shares issued and outstanding actual, pro forma and pro forma as adjusted

 

 

 

 

 

 

 

 

 

Common stock, $0.00001 par value per share; 300,000,000 shares authorized; 380,648 shares issued and outstanding actual, 10,000,000 shares pro forma and 15,000,000 shares pro forma as adjusted(2)

 

 

3

 

 

 

110

 

 

 

150

(²)

Additional paid-in capital

 

 

24,541,393

 

 

 

70,396,530

 

 

 

88,091,490

 

Accumulated deficit

 

 

(21,627,164

)

 

 

(122,583,400

)

 

 

(122,583,400

)

Total stockholders’ equity (deficit)

 

 

2,914,232

 

 

 

(52,186,760

)

 

 

(34,491,760

)

Total liabilities and stockholders’ equity

 

$

6,676,093

 

 

$

136,609,624

 

 

$

139,304,624

 

____________

(1)      Total as adjusted liabilities include all of Lyneer’s historical debt obligations as reported at June 30, 2023, adjusted for (i) the issuance of the Merger Note in the principal amount of $20,000,000 upon consummation of the Merger and (ii) a $15,000,000 liability for amounts to be paid to IDC and Lyneer Management Holdings in connection with the consummation of the Merger from the cash proceeds raised in this offering. The $15,000,000 liability for amounts to be paid to IDC and Lyneer Management Holdings is excluded from the pro forma as adjusted column because this cash payment will be made upon the closing of this offering.

(2)      Gives effect to the 2,000,000 shares of common stock issuable upon exercise of the Series B Warrants, which become exercisable in 30 days or sooner, depending on trading volume of our common stock, with no additional consideration paid.

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