UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered or to be registered as pursuant to Section 12(b) of the Act: None
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Securities registered pursuant to Section 12(b) of the Act:
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company
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Item 1.01 Entry Into a Material Definitive Agreement
Amended and Restated Agreement and Plan of Reorganization
As previously reported, on June 4, 2024, Atlantic International Corp. (then known as SeqLL, Inc.), a Delaware corporation (the “Company”), SeqLL Merger LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic Acquisition Corp, a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC a Delaware limited liability company (“Lyneer”), and IDC Technologies, Inc., a California corporation (“IDC”), entered into an Amended and Restated Agreement and Plan of Reorganization (the “Merger Agreement”) pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity (the “Lyneer Merger”) and (ii) Purchaser Sub will be subsequently be merged with and into Lyneer with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the “SeqLL Merger” and together with the Lyneer Merger, the “Mergers”)
On June 12, 2024, the Company entered into Amendment No 1 to the Merger Agreement to reflect a decline in the market price of SeqLL common stock since the execution of the Merger Agreement. The Merger Price (as defined in the Merger Agreement) was reduced from $3.10 to $2.36 per share. All other principal terms of the Merger Agreement remain the same.
A copy of the Amendment No 1 to the Merger Agreement is attached hereto as Exhibit 2.1.
Item 5.03 Amendments to Articles of Incorporation Bylaws; Change in Fiscal Year
On June 13, 2024, in preparation for the Mergers described in Item 1.01 above, the Company changed its name from SeqLL Inc. to Atlantic International Corp. A copy of the amendment to the Company’s Certificate of Incorporation is attached hereto as Exhibit 3.1.
Item 9.01. Financial Statements and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 2.1 | Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization dated as of June 12, 2024* | |
| 3.1 | Certificate of Amendment of the Third Amended and Restated Certificate of Incorporation of SeqLL Inc. | |
| 10.4 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| * | Schedules, exhibits and similar supporting attachments to this exhibit are omitted pursuant to Item 601(b)(2) of Regulation S-K. We agree to furnish a supplemental copy of any omitted schedule or similar attachment to the Securities and Exchange Commission upon request. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: June 18, 2024 | ATLANTIC INTERNATIONAL CORP. | |
| By: | /s/ Daniel Jones | |
| Daniel Jones | ||
| Chief Executive Officer | ||
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EXHIBIT 2.1
AMENDMENT NO. 1 TO
THE AMENDED AND RESTATED AGREEMENT AND PLAN OF REORGANIZATION
THIS AMENDMENT (“Amendment”) dated and effective as of June 12, 2024 (the “Effective Date”) to the Amended and Restated Agreement and Plan of Reorganization dated as of June 4, 2024 (the “M/A”), by and among (i) Atlantic Acquisition Corp, a Delaware corporation (“Atlantic”), (ii) Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), (iii) SeqLL Inc., a Delaware corporation (“SeqLL”), (iv) SeqLL Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of SeqLL (“Purchaser Sub”), (v) Lyneer Investments, LLC, a Delaware limited liability company (the “Company”), and (vi) IDC Technologies, Inc., a California corporation (“IDC” or the “Seller”). Each of Atlantic, Atlantic Merger Sub, SeqLL, Purchaser Sub, the Company and the Seller are hereinafter referred to as a “Party,” and collectively as the “Parties.”
W I T N E S S E T H :
WHEREAS, the Parties entered into the M/A dated as of June 4, 2024;
WHEREAS, the Parties have agreed to amend the M/A to reflect a decline in the market price of SeqLL Common Stock since the execution of the M/A.
NOW, THEREFORE, in consideration of the mutual promises and covenants and agreements contained herein and for other good and valuable consideration by each of the parties, the parties hereby agree as follows:
1. Section 2.3(b) of the M/A is hereby amended and restated in its entirety to read as follows:
(b) Stock Consideration. Upon the completion of the Mergers, at the Closing SeqLL shall:
(i) issue to the Seller a number of shares of SeqLL common stock (the “Series Consolidation”) equal to the quotient of $60,000,000 divided by the lower of $2.36 per share or such price as determined by the Parties at the time of the Mergers (the “Merger Price”);
(ii) issue to or at the discretion of Atlantic a number of shares of SeqLL common stock equal to the quotient of $43,000,000 divided by the Merger Price (the “Atlantic Consideration”) which shall be allocated to the Atlantic shareholders (the “Atlantic Shareholders”); and
(iii) instruct its transfer agent to deliver certificates or book entries for the Stock Consideration and the Atlantic Consideration.
2. Section 3.23 of the MA is hereby amended as follows: The number of shares of SeqLL common Stock to be deposited in escrow is changed from 3,490,318 to 4,704,096.
3. No Further Amendment. The Parties hereby agree that all other provisions of the M/A shall, subject to the amendments set forth in this Amendment, continue unmodified, in full force and effect and constitute legal and binding obligations of the Parties in accordance with their terms. This Amendment is limited precisely as written and shall not be deemed to be an amendment to any other term or condition of the M/A or any of the documents referred to therein. This Amendment shall form an integral and inseparable part of the M/A. From and after the date of this Amendment, each reference in the M/A to “this Agreement,” “hereof,” “hereunder” or words of like import, and all references to the M/A in any and all agreements, instruments, documents, notes, certificates and other writings of every kind of nature (other than in this Amendment or as otherwise expressly provided) will be deemed to mean the M/A, as amended by this Amendment, whether or not this Amendment is expressly referenced.
4. Other Terms. The provisions of Article X of the Agreement are incorporated herein by reference and shall apply to the terms and provisions of this Amendment and the parties hereto, mutatis mutandis. All capitalized terms used herein without definition shall have the meanings assigned to such terms in the M/A.
[Signature Pages Follow]
IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 to the Amended and Restated Agreement and Plan of Reorganization on the date first above written.
| PURCHASER: | ||
| SeqLL INC., a Delaware corporation | ||
| By: | /s/ Daniel Jones | |
| Daniel Jones, Chief Executive Officer | ||
| PURCHASER SUB: | ||
| SEQLL MERGER LLC, a Delaware limited liability company | ||
| By: | /s/ Daniel Jones | |
| Daniel Jones, Managing Member | ||
| ATLANTIC ACQUISITION CORP., a Delaware corporation | ||
| By: | /s/ Jeffrey Jagid | |
| Jeffrey Jagid, Chief Executive Officer | ||
| ATLANTIC MERGER LLC, | ||
| a Delaware limited liability company | ||
| By: | /s/ Jeffrey Jagid | |
| Jeffrey Jagid, Managing Member | ||
| COMPANY: | ||
| LYNEER INVESTMENTS, LLC, a Delaware limited liability company | ||
| By: | /s/ Prateek Gattani | |
| Prateek Gattani, Manager | ||
| SELLER: | ||
| IDC TECHNOLOGIES, INC., a California corporation | ||
| By: | /s/ Prateek Gattani | |
| Prateek Gattani, Chief Executive Officer | ||
SIGNATURE PAGE TO AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF REORGANIZATION
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