0001605888-24-000012 | 10-Q | XBRL Viewer | Atlantic International Corp

Accrued Expenses and Other Current Liabilities

9 Months Ended

Sep. 30, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30, 2024		December 31, 2023
Potential settlement offer for legacy stockholders	$	11,101,671	$	—
Accrued wages and salaries	10,766,488		5,372,929
Accrued commissions and bonuses	5,329,561		549,313
Accrued interest	860,112		3,001,362
Income tax payable	13,913		—
Earnout due to sellers – current portion	—		3,474,954
Accrued other expenses and current liabilities	3,955,157		3,645,537
Total accrued expenses and other current liabilities	$	32,026,902	$	16,044,095

Legacy Stockholder Dividend Settlements

The Company has extended offers for settlement to stockholders as a result of the Company failing to declare and pay a declared dividend as described in the Company’s filings. The Company has received seven signed settlement letters in response to the September 16, 2024 settlement offer as of the issuance date of the Company’s September 30, 2024 unaudited financial statements at the September 10, 2024 closing stock price of $6.45. See Note 19: Subsequent Events for further discussion on agreements entered into after September 30, 2024.

Subsequent Events	9 Months Ended
Subsequent Events	Sep. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events The Company has evaluated subsequent events through November 11, 2024, as detailed below. Settlement Agreement On October 24, 2024 the Company entered into an Amended and Restated Settlement Agreement and General Release of Claims with regard to the Company’s failing to declare and pay a declared dividend as described in the Company’s filings and the shareholder agreed to provide consulting services to the Company. In full and final satisfaction of any and all obligations related to the dividend and consulting services, the Company agreed to the following: •$25,000 cash payment as an initial payment under the Consulting Agreement •Consulting fees will be paid at the sum of $7,500 per month, paid quarterly •757,833 shares will be issued as additional consideration for up to 10 hours of services a week. Any weekly hours in excess of those hours will be billed at a negotiated rate •230,027 shares will be issued as a Dividend settlement Stock Issuance On October 25, 2024, the Company issued 114,500 shares of the Company’s common stock to its employees at a per share price of $4.91 outside of its Employee Incentive Plan as a special incentive for employees. Subsidiary Formation On October 29, 2024, the Company formed a subsidiary in Delaware. The subsidiary is named A36 Merger Sub, Inc. and all 100 shares of its common stock are owned by the Company. Staffing 360 Solutions Merger Agreement On November 1, 2024 the Company, Staffing 360 Solutions, Inc. a Delaware corporation (“STAF”), and A36 Merger Sub Inc., a Delaware Corporation and a wholly-owned subsidiary of the Company entered into an Agreement and Plan of Merger (the “Staffing 360 Merger Agreement”), pursuant to which Merger Sub will merge with and into STAF, with STAF surviving as a wholly-owned subsidiary of the Company (the “Staffing 360 Merger”). Subject to the terms and conditions of the Staffing 360 Merger Agreement, upon completion of the Staffing 360 Merger, Atlantic will acquire all outstanding shares of STAF’s common stock. The Staffing 360 shareholders will receive 1.202 Atlantic shares for each Staffing 360 share. Atlantic and Staffing 360 shareholders will own approximately 90% and 10%, respectively, of the combined company on a fully diluted basis.

Debt - Seller Notes (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Borrowers issued	$ 15,750,000
Bear interest fixed rate	11.25%
Note liability	$ 119,413,856	$ 166,020,662
Seller Notes
Debt Instrument [Line Items]
Note liability	0	$ 7,875,000
Minimum
Debt Instrument [Line Items]
Payment due	1,575,000
Maximum
Debt Instrument [Line Items]
Payment due	$ 3,150,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

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Amount of liability recognized for present obligation requiring transfer or otherwise providing economic benefit to others.

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Debt - Schedule of Future Minimum Principal Payments on Company’s Outstanding Debt (Details)	Sep. 30, 2024 USD ($)
Debt Disclosure [Abstract]
Remainder of 2024	$ 0
2025	44,153,061
2026	36,950,000
2027	0
2028	0
Thereafter	0
Total	$ 81,103,061

Earnings Per Share (Details) - Schedule of Basic and Diluted Net Loss Per Share - USD ($)	3 Months Ended						9 Months Ended
	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Numerator:
Net loss	$ (7,049,629)	$ (54,911,719)	$ (4,866,844)	$ (3,920,952)	$ (3,616,092)	$ (2,328,283)	$ (66,828,192)	$ (9,865,327)
Denominator:
Weighted-average shares outstanding, diluted (in shares)	44,688,845			25,423,729			32,774,837	25,423,729
Weighted-average shares outstanding, basic (in shares)	44,688,845			25,423,729			32,774,837	25,423,729
Net loss per share, basic (in dollars per share)	$ (0.16)			$ (0.15)			$ (2.04)	$ (0.39)
Net loss per share, diluted (in dollars per share)	$ (0.16)			$ (0.15)			$ (2.04)	$ (0.39)
Excluded anti-dilutive shares (in shares)	1,077,091			13,825			1,077,091	13,825

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

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+ Details

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended				9 Months Ended		12 Months Ended
	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Statement of Cash Flows [Abstract]
Net loss	$ (7,049,629)	$ (4,866,844)	$ (3,920,952)	$ (2,328,283)	$ (66,828,192)	$ (9,865,327)
Adjustments to reconcile net loss to net cash provided by operating activities:
Bad debt expense					957,031	0	$ 0
Amortization, deferred financing cost					545,362	424,000
Interest paid in kind					1,239,373	1,114,625
Loss on debt extinguishment	0		0		1,213,379	0
Change in estimated fair value of contingent consideration					0	(150,093)
Deferred income taxes					(19,776,767)	(3,791,387)
Settlement claim to be paid in shares					11,101,671	0
Shares issued for services					43,000,000	0
Depreciation and amortization expense					3,754,165	3,784,625
Share based compensation					4,791,549	0
Expenses paid by IDC					0	1,544,398
Changes in operating assets and liabilities:
Accounts receivable					9,048,158	15,323,744
Unbilled accounts receivable					(5,264,240)	(1,904,548)
Prepaid expenses and other current assets					(377,531)	(3,421,238)
Due from related parties					0	(3,371,874)
Other assets					(179,645)	(759,661)
Right of use assets					62,525	1,284,007
Accounts payable					585,409	705,385
Due to related parties					(117,040)	(2,231,830)
Income taxes payable					13,913	(1,000)
Accrued expenses and other current liabilities					17,672,122	5,222,060
Contingent consideration liability					(6,941,521)	0
Operating lease liability					(58,439)	(1,279,583)
Net cash (used in)/provided by operating activities					(5,558,718)	2,626,303
Cash flows from investing activities
Purchase of property and equipment					(50,372)	(76,312)
Net cash used in investing activities					(50,372)	(76,312)
Cash flows from financing activities
Borrowings on revolving line of credit					316,548,608	284,996,365
Payments on revolving line of credit					(319,191,401)	(288,033,540)
Borrowing on credit agreement					1,950,000	0
Deemed capital contribution from recapitalization					6,666,216	0
Debt issuance costs payment					(319,500)	(40,000)
Net cash provided by/(used in) financing activities					5,653,923	(3,077,175)
Net increase/(decrease) in cash and cash equivalents					44,833	(527,184)
Cash and Cash Equivalents – Beginning of period		$ 1,352,927		$ 1,716,161	1,352,927	1,716,161	1,716,161
Cash and Cash Equivalents – End of period	$ 1,397,760		$ 1,188,977		1,397,760	1,188,977	$ 1,352,927
Cash paid during the period for:
Interest					5,437,928	9,021,326
Income Taxes, net of refunds received					17,100	73,541
Non-cash investing and financing activities:
Derecognition of debt, net related to debt deconsolidation					(68,946,155)	0
Accretion of redeemable units to redemption value					133,162	374,063
Unpaid debt issuance costs added to Term Note					600,000	0
Notes payable issued for amounts due under contingent consideration arrangements					6,941,521	0
Deemed capital contribution					1,033,969	2,869,008
Change in related parties					(6,338,027)	0
Deemed capital contribution from merger					8,617,962	0
Liabilities assumed in merger					1,703,193	0
Recapitalization of equity as a result of the Merger					$ 73,580,989	$ 0

Stock-Based Compensation

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Stock-based Compensation

Stock-Based Compensation

Upon the consummation of the Merger, the 2023 Equity Incentive Plan (the “Incentive Plan”) became effective. The Incentive Plan provides for the grant of stock options, stock appreciation rights, restricted stock, RSUs, dividend equivalents, and other stock or cash-based awards, or collectively, awards to officers, employees, non-employee directors, and consultants and those of our subsidiaries as selected from time to time by the plan administrator in its discretion. Unless otherwise set forth in an individual award agreement, each award shall vest over a four-year period, with one-quarter of the award vesting on the first annual anniversary of the date of grant, with the remainder of the award vesting monthly thereafter.

On July 22, 2024 the Company filed a registration statement on Form S-8 to register up to 15% (initially 7,309,322 shares) of the number of shares of common stock, par value $0.00001, to be outstanding immediately following consummation of the Initial Capital Raise following the Merger issuable pursuant to outstanding unvested or unexercised stock options, stock appreciation rights, restricted stock, restricted stock units, dividend equivalents, and other stock or cash based awards (collectively, “Awards”) granted under the Company’s Incentive Plan which became effective upon the consummation and completion of the Merger.

Share Reserve

A number of shares of our common stock equal to 15% (initially 7,309,322 shares) of the number of shares of common stock to be outstanding immediately following consummation of the Initial Capital Raise following the Merger was initially reserved for issuance under the Incentive Plan. Following the Merger, we assumed Atlantic’s obligations with respect to restricted stock units granted to and held by those members of Atlantic management and certain persons who are key consultants to our company post-Merger and it is expected that all of the shares of common stock initially reserved for issuance under the Incentive Plan will be reserved for issuance upon the vesting of such restricted stock units.

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

added back to the shares available for issuance under the Incentive Plan. The payment of dividend equivalents in cash shall not count against the share reserve.

Restricted Stock Units

The Company has granted 2,377,091 restricted stock units to non-employees under its Incentive Plan. As of September 30, 2024, the Company had 362,901 outstanding RSUs with a grant date fair value of $2.36.

The following table summarizes the Company’s restricted stock activity consisting of RSUs:


	Shares Outstanding	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	—	$	—
Granted	2,377,091	$	2.36
Vested	(2,014,190)	$	2.36
Unvested at September 30, 2024	362,901	$	2.36

Of the shares granted, 593,221 shares are for compensation for transaction costs related to the Merger incurred by a third party on behalf of the Company. An assumption agreement was entered into on June 18, 2024, whereby the Company agreed to assume those obligations and issue equity of Atlantic to satisfy these obligations in full.

Stock-based compensation expense included in the accompanying consolidated statements of operations was:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	285,483	$	—	$	4,791,549	$	—

As of September 30, 2024, there was $818,385 of unrecognized stock-based compensation related to RSUs outstanding, which is expected to be recognized over a weighted-average remaining service period of less than one year.

Debt - Earnout Notes (Details)		9 Months Ended	12 Months Ended
Debt - Earnout Notes (Details)	Jan. 16, 2024 USD ($) debt_instrument	Sep. 30, 2024 USD ($)	Dec. 31, 2022 USD ($) debt_instrument	Dec. 31, 2023 USD ($)
Debt Instrument [Line Items]
Notes payable aggregate value	$ 6,941,521
Bear interest rate		7.00%
Earnout note liability		$ 0		$ 13,494,133
Number of notes payable issued \| debt_instrument	6		9
Earnout notes
Debt Instrument [Line Items]
Interest rate	11.25%
Earnout notes
Debt Instrument [Line Items]
Bear interest rate	6.25%
IDC Technologies, Inc
Debt Instrument [Line Items]
Notes payable aggregate value			$ 13,494,133
Bear interest rate			11.25%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Schedule of Activities of Level 3 Fair Value Measurements

A summary of the activities of Level 3 fair value measurements is as follows:


	December 31, 2023
Beginning balance	$	7,100,000
Issuance of Earnout Notes	—
Change in fair value	(150,093)
Transfer to purchase consideration	(6,949,907)
Ending balance	$	—

Commitments and Contingencies - Employment Agreement with Todd McNulty (Details) - USD ($)			9 Months Ended	12 Months Ended
	Sep. 18, 2024	Jun. 18, 2024	Sep. 30, 2024	Dec. 31, 2024	Dec. 18, 2024	Jun. 28, 2024
Loss Contingencies [Line Items]
Base salary		$ 500,000	$ 300,000
Transaction bonus		$ 100,000	$ 200,000
Accrued compensation						$ 300,000
Special bonus	$ 1,375,000
Percentage of restricted stock units		1.00%	1.00%
Minimum
Loss Contingencies [Line Items]
Annual bonus			$ 100,000
Maximum
Loss Contingencies [Line Items]
Annual bonus			$ 300,000
Forecast
Loss Contingencies [Line Items]
Cash bonus					$ 1,375,000
Todd McNulty
Loss Contingencies [Line Items]
Base salary		$ 750,000
Todd McNulty \| Forecast \| Minimum
Loss Contingencies [Line Items]
Service revenue, net				$ 350,000,000
Todd McNulty \| Forecast \| Maximum
Loss Contingencies [Line Items]
Service revenue, net				$ 390,000,000

Commitments and Contingencies - Consulting Agreement with Robert Machinist (Details) - Mr. Machinist’s	9 Months Ended
	Sep. 30, 2024 USD ($)
Loss Contingencies [Line Items]
Consulting fee	$ 180,000
Transaction bonus receive	$ 100,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Concentrations of Credit Risk	9 Months Ended
Concentrations of Credit Risk	Sep. 30, 2024
Risks and Uncertainties [Abstract]
Concentrations of Credit Risk	Concentrations of Credit Risk The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Cash in Excess of FDIC Insured Limits The Company places its cash and cash equivalents with financial institutions which it believes are of high creditworthiness and where deposits are insured by the United States Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. The Company’s cash balances in excess of FDIC insured limits amounted to $1,033,274 and $1,659,914 as of September 30, 2024 and December 31, 2023, respectively. The Company has not experienced any losses with regard to its bank accounts and believes it does not pose a significant credit risk to the Company. Other Concentrations As of September 30, 2024 and December 31, 2023, the Company has a deposit in the amount of $8,000,000 with a professional employer organization (“PEO”). The PEO is the employer of record for substantially all of the Company’s engagement professionals, and as such certain costs of revenue are paid to the PEO and subsequently distributed to Company engagement professionals.

Revenue Recognition and Accounts Receivable - Narrative (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Concentration Risk [Line Items]
Unbilled accounts receivable	$ 10,924,993		$ 10,924,993		$ 5,660,753
Bad debt expense			$ 957,031	$ 0	$ 0
Largest Customer \| Revenue from Contract with Customer Benchmark \| Customer Concentration Risk
Concentration Risk [Line Items]
Concentration percentage	14.00%	13.00%	14.00%	15.00%

Commitments and Contingencies - Employment Agreement with Jeffrey Jagid (Details) - USD ($)			9 Months Ended
	Jun. 18, 2024	Feb. 01, 2023	Sep. 30, 2024
Loss Contingencies [Line Items]
Employment agreement term			5 years
Base salary	$ 500,000		$ 300,000
Pro-rated salary		$ 120,000	120,000
Base salary			500,000
Minimum revenues			250,000,000
Transaction bonus	$ 100,000		200,000
Additional paid			100,000
Acquisition			8,000,000
Mr. Jagid’s
Loss Contingencies [Line Items]
Base salary			$ 500,000

Debt

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Debt

Some of the Company’s debt obligations consist of joint and several liabilities with the Company’s parent which are accounted for under ASC 405 – Debt (“ASC 405”). Lyneer will remain jointly and severally liable with the Company’s parent to the lenders of the debt obligations until such time as such joint and several indebtedness is restructured. As of the date of the Merger, the Company deconsolidated the joint and several liabilities with regard to the Debt Allocation Agreement, dated December 31, 2023, between Lyneer and IDC. See below for further discussion.

The table below provides a breakdown of the Company’s recognized debt:


	September 30, 2024		December 31, 2023
Revolver	$	42,778,061	$	85,092,695
Term note	—		34,223,489
Seller notes	—		7,875,000
Earnout notes	—		8,366,915
Earnout notes – related party	—		5,127,218
Credit Agreement	1,950,000		—
Promissory Note	1,375,000		—
Merger Note – related party	35,000,000		—
Less: unamortized debt issuance costs	(293,478)		(1,785,114)
Total debt	$	80,809,583	$	138,900,203

Current portion	$	44,153,061	$	138,900,203
Non-current portion	$	36,656,522	$	—

The revolving credit facility (the “Revolver”) and Term Note contain certain customary financial and non-financial covenants that the Company is required to comply with. The Company and its lenders executed multiple amendments to its debt facilities in anticipation of the closing of the Merger. The multiple amendments executed since 2023 were in response to the delayed closing of the Merger. As of the issuance date of the Company’s September 30, 2024 unaudited financial statements, the Ninth Amendment to the Revolver and Tenth Amendment to the Term Note represent the currently effective amendments to each respective debt facility, as described further below. As of August 12, 2024, the lenders waived all existing events of default as of the date of the agreement and agreed to forbear from exercising their rights and remedies with respect to such events of default under the credit facilities through September 30, 2024. The Company has received conditional approval by a new ABL lender and expects to close on a new credit facility by the end of November 2024. The Company will continue to borrow under the existing facility in its normal course of business until closing.

Revolver

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

As of September 30, 2024, and December 31, 2023, the Company has recognized liability balances on the Revolver of $42,778,061 and $85,092,695, respectively.

Borrowings under the Revolver are classified as either Secured Overnight Financing Rate (“SOFR”) Revolving Credit Loans, SOFR FILO Loans, Base Rate Revolving Credit Loans, Base Rate FILO Loans, or Swing-Line Loans. Applicable Margins for each loan type under the original facility are as follows:


Average Availability	SOFR Revolving Credit Loans		Base Rate Revolving Credit Loans		SOFR FILO Loans		Base Rate FILO Loans
Greater than $83,333,333.33	1.75	%	0.75	%	2.75	%	1.75	%
Greater than $41,666,666.66 but less than or equal to $83,333,333.33	2.00	%	1.00	%	3.00	%	2.00	%
Less than $41,666,666.66	2.25	%	1.25	%	3.25	%	2.25	%

Swing Line Loans on the Revolver bear interest at a rate equal to the Base Rate plus the Applicable Margin.

On May 5, 2023, the Company entered into the Third Amendment to the Revolver. The Third Amendment to the Revolver was treated as a modification after the Company’s analysis according to ASC 470 – Debt and as such, the Company is deferring the amendment fee and will amortize as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. The amendment fee was $750,000, split evenly between IDC and the Company. Fees paid to third parties are expensed as incurred, and no gain or loss was recorded on the modification.

The Third Amendment to the Revolver increased the applicable margin thresholds for various products as follows:


Average Availability	SOFR Revolving Credit Loans		Base Rate Revolving Credit Loans		SOFR FILO Loans		Base Rate FILO Loans
Greater than $83,333,333.33	2.25	%	1.25	%	3.25	%	2.25	%
Greater than $41,666,666.66 but less than or equal to $83,333,333.33	2.50	%	1.50	%	3.50	%	2.50	%
Less than $41,666,666.66	2.75	%	1.75	%	3.75	%	2.75	%

On August 31, 2023, the Company entered into the Fourth Amendment and Forbearance Agreement to the Revolver (the “Fourth Amendment to the Revolver”) which decreased the available borrowing capacity to $100,000,000. The applicable margins were raised to: (i) 4.75% per annum with respect to SOFR Revolving Credit Loans, (ii) 3.75% per annum with respect to Base Rate Revolving Credit Loans, (iii) 5.75% per annum with respect to SOFR FILO Loans, and (iv) 4.75% per annum with respect to Base Rate FILO Loans. Pursuant to the terms of the Fourth Amendment to the Revolver, the remaining amounts owed under the Revolver will be split between IDC and Lyneer at the closing of the Merger, with Lyneer retaining availability of up to $40,000,000 under a new revolving credit facility having terms similar to those under the existing Revolver.

The Fourth Amendment to the Revolver was treated as a debt extinguishment after the Company’s analysis according to ASC 470. The total amendment fee was $1,550,000 and the structuring fee was $100,000, split evenly between IDC and the Company, and will be amortized as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. Fees paid other than to the lenders are expensed as incurred.

The Company and its lenders did not execute a fifth amendment and forbearance agreement. Instead, on January 30, 2024, the Company entered into the Limited Consent and Sixth Amendment and Forbearance Agreement (the “Sixth Amendment to the Revolver”) 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 Revolver through March 15, 2024, revising financial ratios with the first ratio being due September 30, 2024, and entering into a schedule for repayment of the over-advance. The Sixth Amendment to the Revolver represents a limited waiver and requires the Company to complete certain actions subsequent to completion of the proposed Merger and the public offering. Following the closing of the proposed Merger, issuance of the Merger Note and successfully raising $20 million of gross proceeds in a public offering of securities, the Company will be required to direct a portion of the proceeds raised to specified creditors, execute limited pledge and guarantee agreements and provide other customary covenants. The events of default are waived for a limited period until March 15, 2024, at which time the Company is required to refinance or restructure the credit facility. The Sixth Amendment to the Revolver contains certain customary financial and non-financial covenants.

The Sixth Amendment to the Revolver was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $750,000 amendment, forbearance and structuring fees, split evenly between IDC and the Company, and will amortize as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. Fees paid to third parties are expensed as incurred, and no gain or loss was recorded on the modification.

On April 17, 2024, the Company entered into the Limited Consent and Seventh Amendment and Forbearance Agreement (the “Seventh Amendment to the Revolver”) 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 Revolver through July 31, 2024, and eliminated certain financial ratios. The maturity date of the Revolver was accelerated to July 31, 2024 and the available borrowing capacity decreased to $70,000,000 and further decreasing to $40,000,000 upon the consummation of the Merger. Additionally, the sublimit for letters of credit was decreased to $6,000,000, further decreasing to $0 upon the consummation of the Merger.

The Seventh Amendment to the Revolver was treated as a debt extinguishment after the Company’s analysis according to ASC 470 and a loss of $1,213,379 is included in “loss on debt extinguishment” in the accompanying consolidated statements of operations. Any existing unamortized costs will be amortized as an adjustment to interest expense over the remaining term using the effective interest method. Fees paid other than to the lenders are expensed as incurred.

The additional forbearances represent limited waivers and require the Company to complete certain actions subsequent to completion of the proposed Merger and the public offering. The events of default are waived for a limited period until July 31, 2024, at which time the Company is required to refinance or restructure the credit facility. The extended forbearances contain certain customary financial and non-financial covenants.

On June 18, 2024, the Company entered into the Limited Consent and Eighth Amendment and Forbearance Agreement (the “Eighth Amendment to the Revolver”) 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 Revolver through July 15, 2024. The maturity date of the Revolver was extended to August 31, 2025 and the available borrowing capacity was decreased to $60,000,000, decreasing to $40,000,000 upon Atlantic International and/or its subsidiaries or affiliates issuing equity interests generating gross proceeds in an amount not less than $20,000,000 (the “Initial Capital Raise”) and further decreasing upon the issuance or disposition of any indebtedness or equity interest after the Initial Capital Raise of or by (i) any loan party or subsidiary or affiliate thereof or (ii) Atlantic International or any subsidiary or affiliate thereof (the “Secondary Capital Raise”). The maximum consolidated cash balance at the end of any business day was reduced to $1,000,000.

On August 12, 2024 the Company entered into extended forbearance agreements with its lender, under which the lenders, waived all existing events of default as of the date of the agreements and agreed to forbear from exercising their rights and remedies with respect to such events of default under the Revolver and Term Note through September 30, 2024. The maximum aggregate principal amount of $60,000,000 will be reduced by $500,000 on each Thursday starting August

15, 2024 and continuing through and including September 26, 2024. The Initial Capital Raise milestone and the uplisting milestone dates were extended to September 15, 2024.

The Company has received conditional approval to extend the current milestone for the Company’s Initial Capital Raise to January 30, 2025.

The Company has received conditional approval by a new ABL lender and expects to close on a new credit facility by the end of November 2024. One of our current lenders has committed to fund a minimum of $8 million of the IDC portion owed on the ABL as well as providing the new ABL lender a $6 million Letter of Credit. The Company will continue to borrow under the existing facility in its normal course of business until closing.

The Revolver contains certain customary financial and non-financial covenants.

Total available borrowing capacity on the Revolver as of September 30, 2024 was over-advanced by $11,682,375.

Term Note

On August 31, 2021, the Company and IDC as co-borrowers entered into a Term Note in the amount of $30,300,000. The proceeds of this loan were primarily used to finance the acquisition of Lyneer by IDC in August 2021. The Term Note matures on February 28, 2026, at which time all outstanding balances are due and payable. There are no scheduled principal payments on the Term Note prior to its maturity date. The Term Note is subordinated to the Revolver and bears an initial stated rate of 14% per annum.

As of September 30, 2024, and December 31, 2023, the Company has recognized liability balances on the Term Note of $0, and $34,223,489, respectively.

On May 5, 2023, the Third Amendment to the Term Note revised the stated interest rate which may vary between 14% and 16% per annum, with the cash portion of the stated rate varying from 10% to 11% per annum, and the Paid-in-Kind (“PIK”) portion varying from 4% to 5% per annum, based on specified financial ratios and similar metrics.

The Third Amendment to the Term Note was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $100,000 amendment fee and will amortize as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. IDC paid the $100,000 amendment fee which is included in “capital contribution” on the accompanying condensed consolidated statements of mezzanine capital and members’ capital (deficit). Fees paid to third parties are expensed as incurred, and no gain or loss was recorded on the modification.

The Term Note was further amended on September 30, 2023 (the “Fourth Amendment to the Term Note”) to defer the July 1, 2023 Cash Interest payment until August 1, 2023. The Company did not make this payment due to the notice received from the Revolver’s administrative agent of the lender restricting payment on the Term Note. $15,000 was paid with respect to the Fourth Amendment to the Term Note.

On August 4, 2023, the Company received notice from the administrative agent of the Term Note that it was in default of the loan agreement due to non-payment of the August 1, 2023, interest payment due and the default rate became effective which is the stated rate plus 2% per annum.

The Term Note was further amended and provided a forbearance on August 31, 2023 (the “Fifth Amendment to the Term Note”). The lender waived all existing events of default as of the date of the Fifth Amendment to the Term Note and agreed to forbear from exercising its rights and remedies through November 17, 2023. The Fifth Agreement to the Term Note increased the stated interest rate to 19% per annum and the cash portion of the stated rate increased to 14% per annum. The Fifth Amendment to the Term Note has the same contingencies as the Fourth Amendment to the Revolver.

The Fifth Amendment to the Term Note was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company will amortize any existing unamortized costs using the effective interest method, as an adjustment to interest expense over the remaining term. The structuring fee of $32,500 and the total forbearance fee of $325,000, are the responsibility of IDC, which is included in “capital contribution” on the accompanying consolidated statements of changes in and stockholders’ earnings (deficit). These fees were not paid and as such, was added to the

principal of the Term Note. Fees paid other than to the lenders are expensed as incurred, and no gain or loss was recorded on the modification.

The Company and IDC did not execute a sixth amendment and forbearance agreement. On January 30, 2024, the Company entered into the Limited Consent and Seventh Amendment (the “Seventh Amendment to the Term Note”) with its lender, under which the lender, waived all existing events of default and agreed to forbear from exercising its rights and remedies with respect to the Term Note through March 15, 2024. The Seventh Amendment to the Term Note has the same contingencies as the Sixth Amendment to the Revolver. The Seventh Amendment to the Term Note was treated as a modification after Lyneer’s analysis according to ASC 470 and as such, Lyneer will amortize any existing unamortized costs using the effective interest method, as an adjustment to interest expense over the remaining term. The structuring fee of $100,000, the forbearance fee of $500,000 and the amendment fee of $150,000 are the responsibility of IDC. These fees were not paid and as such, was added to the principal of the Term Note. Fees paid other than to the lenders are expensed as incurred, and no gain or loss was recorded on the modification.

On April 17, 2024, the Company entered into the Limited Consent and Eighth Amendment and Forbearance Agreement (the “Eighth Amendment to the Term Note”) with its lender, under which the lender, waived all existing events of default and agreed to forbear from exercising its rights and remedies with respect to the Term Note through July 31, 2024. The Eighth Amendment to the Term Note has the same contingencies as the Seventh Amendment to the Revolver.

On June 18, 2024, the Company entered into the Limited Consent and Ninth Amendment and Forbearance Agreement (the “Ninth Amendment to the Term Note”) with its lender, under which the lender, waived all existing events of default and agreed to forbear from exercising its rights and remedies with respect to the Term Note through July 15, 2024. The Ninth Amendment to the Term Note has the same contingencies as the Eighth Amendment to the Revolver.

The Seventh Amendment to the Term Note, Eighth Amendment to the Term Note and Ninth Amendment to the Term Note were all accounted for as modifications.

On August 12, 2024, the Company entered into the Tenth Amendment and 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 Term Note through September 30, 2024. The Initial Capital Raise milestone and the uplisting milestone dates were extended to September 15, 2024.

The Company has received conditional approval to extend the current milestone for the Company’s Initial Capital Raise to January 30, 2025. Additionally, the Term Note obligation is fully covered by the Allocation agreement with IDC, as discussed below.

The Term Note contains certain customary financial and non-financial covenants that the Company is required to comply with.

Seller Notes

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

The Company has recognized Seller Note liability balances of $0 and $7,875,000 as of September 30, 2024, and December 31, 2023, respectively.

Earnout Notes

As contingent consideration milestones are met in connection with the Transaction Agreement, the Company can elect to pay the obligation in cash or issue notes payable. During 2022, the Company and IDC as co-borrowers issued nine notes payable with an aggregate value of $13,494,133. Payments on each of the Earnout Notes are due in quarterly installments through their amended maturity date of January 31, 2025, and each note bears an amended stated interest rate of 11.25% per annum. On January 16, 2024, the Company and IDC as co-borrowers issued six notes payable with an aggregate value of $6,941,521. Payments on each of the Earnout Notes are due in quarterly installments through their maturity date of

January 16, 2026, and each note bears interest at a rate of 6.25% per annum. The Company did not make principal and interest payments due to the notice received from the Revolver’s administrative agent of the lender restricting payments to other lenders and the interest rate was increased to the default rate of 11.25% for the January Earnout Notes.

The Earnout Notes are subordinated to the Revolver and Term Note and represent unsecured borrowings.

The Earnout Note liability was $0 and $13,494,133 at the periods ended September 30, 2024 and December 31, 2023, respectively.

2023 and 2024 Amendments to Seller and Earnout Notes

The Company did not make the Seller Note and Earnout Note principal and interest payments due during 2023 or the nine months ended September 30, 2024. On May 14, 2023, the Company signed an amendment (the “Omnibus Amendment”) to defer the missed Seller Note and Earnout Note payments through the amendment date until their amended maturity dates of April 30, 2024, and January 31, 2025, respectively. The amendment increased the interest rate of the Seller Note and the Earnout Notes to 11.25% per annum from 6.25% for all remaining payments.

The Omnibus Amendment was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $40,000 amendment fee and will amortize as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. Lyneer paid the $40,000 amendment fee and will be reimbursed from IDC. These fees were included in “capital contribution” on the accompanying consolidated statements of stockholders’ earnings (deficit). Fees paid to third parties are expensed as incurred, and no gain or loss was recorded on the modification.

On January 16, 2024, the Company signed the Second Omnibus agreement to defer the missed July 31, 2023 and October 31, 2023, principal and interest payments until February 28, 2024, in addition to the payment of $1,575,000, along with accrued interest, scheduled for payment on January 31, 2024, which shall now be due and payable on February 28, 2024. The Company missed the payment due on February 28, 2024.

The Second Omnibus Amendment was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $19,500 amendment fee and will amortize as an adjustment to interest expense over the remaining term, along with any existing unamortized costs using the effective interest method. Lyneer paid the $19,500 amendment fee and will be reimbursed from IDC. These fees were included in “capital contribution” on the accompanying consolidated statements of stockholders’ earnings (deficit). Fees paid to third parties are expensed as incurred, and no gain or loss was recorded on the modification.

Credit Agreement

On June 18, 2024, the Company entered into a secured bridge loan (“Credit Agreement”) in the principal amount of $1,950,000 at an interest rate of 5% per annum. The maturity date of the Credit Agreement was originally September 30, 2024. However, mandatory prepayments shall be made from the Initial Capital Raise, on the issuance of new debt or new equity interests, or upon a change of control.

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

Promissory Note

From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with St. Laurent Investments LLC amounting to $1,375,000. The Promissory Notes had a one-year term, most recently extended through July 31, 2025 or a later date to be mutually agreed upon. The Promissory Notes bear interest accruing at the rate of 5% per annum, and increased to 10% for the period from August 1, 2024, through July 31, 2025.

Merger Note

In connection with the closing of the Merger, we issued to IDC the Merger Note in the principal amount of $35,000,000 with an original maturity date of September 30, 2024. The Merger Note does not bear interest and is not

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 the lowest daily volume weighted average price per share (VWAP) during the five trading days immediately preceding the date on which the applicable conversion notice is delivered to us, but not less than 80% of the price per share in our Initial Capital Raise, provided, however, that the number of shares of our common stock issuable upon conversion of the Merger Note will not exceed 19.99% of the number of our outstanding shares of common stock without shareholder approval if our common stock is then listed on a National Stock Exchange. An event of default under the Merger Note may result in an additional event of default under the Revolver and our other indebtedness for borrowed funds.

On September 12, 2024 the Company entered into Amendment No 1 to the Convertible Promissory Note (“Amendment 1 to the Merger Note”) which extended the maturity date to the earlier of March 31, 2026 or the completion of at least a $40 million capital raise. Amendment 1 to the Merger Note was treated as a modification after the Company’s analysis according to ASC 470 and as such, the Company is deferring the $300,000 amendment fee and will amortize as an adjustment to interest expense over the remaining term using the effective interest method.

Debt Allocation Agreement

Lyneer and IDC entered into a debt allocation agreement (the “Allocation Agreement”) dated as of December 31, 2023, which specifies and allocates responsibility for repaying (or refinancing) the joint-and-several debts between Lyneer and IDC. The Company reassessed its accounting for joint-and-several liabilities under ASC 405-40 as of the Merger date and concluded it is reasonably probable that IDC can repay their portion of the debt allocated per the Allocation Agreement. As a result, the Company deconsolidated it’s joint and several debt obligations.

Subsequent to the executed amendments of the Company’s debt obligations described herein, the future minimum principal payments on the Company’s outstanding debt are as follows:


	As of September 30, 2024
Remainder of 2024	$	—
2025	44,153,061
2026	36,950,000
2027	—
2028	—
Thereafter	—
Total	$	81,103,061

Interest Expense

The Company recognized total interest expense of $1,472,564 and $4,887,247 during the three months ended September 30, 2024 and 2023, respectively and $10,494,818 and $12,610,280 during the nine months ended September 30, 2024, and 2023. $6,522 and $221,362 of deferred financing costs were recognized as a component of “interest expense” on the accompanying condensed consolidated statements of operations for the three months ended September 30, 2024, and 2023, respectively and $545,362 and $424,000 for the nine months ended September 30, 2024 and 2023, respectively.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Debt - Term Notes (Details) - USD ($)							9 Months Ended
Debt - Term Notes (Details) - USD ($)	Jan. 30, 2024	Aug. 31, 2023	Aug. 04, 2023	May 14, 2023	May 05, 2023	Aug. 31, 2021	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Line of credit						$ 30,300,000
Percentage of loans		19.00%	2.00%			14.00%
Recognized liability balances							$ 0	$ 34,223,489
Cash portion rate percentage in credit facility		14.00%
Amendment fee for credit facility							100,000
Cash interest payment							15,000
Structuring fee			$ 32,500
Forbearance fee			$ 325,000
IDC Technologies, Inc
Debt Instrument [Line Items]
Amendment fee for credit facility	$ 150,000						$ 100,000
Structuring fee	100,000
Forbearance fee	$ 500,000
Minimum
Debt Instrument [Line Items]
Percentage of loans				11.25%	14.00%
Cash portion rate percentage in credit facility					10.00%
PIK percentage in credit facility					4.00%
Maximum
Debt Instrument [Line Items]
Percentage of loans				6.25%	16.00%
Cash portion rate percentage in credit facility					11.00%
PIK percentage in credit facility					5.00%

Intangible Assets (Tables)

9 Months Ended

Sep. 30, 2024

Finite-Lived Intangible Assets, Net [Abstract]

Schedule of Intangible Assets

Intangible assets consisted of the following:


	September 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer Relationships	$	35,000,000	$	(7,201,111)	$	27,798,889	$	35,000,000	$	(5,451,111)	$	29,548,889
Trade Name	12,400,000		(7,605,000)		4,795,000		12,400,000		(5,760,000)		6,640,000
Total intangible assets	$	47,400,000	$	(14,806,111)	$	32,593,889	$	47,400,000	$	(11,211,111)	$	36,188,889

Summary of Significant Accounting Policies (Policies)	9 Months Ended
Summary of Significant Accounting Policies (Policies)	Sep. 30, 2024
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The condensed unaudited consolidated financial statements of the Company are prepared following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that is required by accounting principles generally accepted in the U.S (“U.S. GAAP”) for complete financial statements can be condensed or omitted. Certain information and footnote disclosures normally included in our annual audited financial statements for the fiscal year ended December 31, 2023 have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of income for the interim periods ended September 30, 2024 and 2023. These Financial Statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year. The condensed unaudited consolidated financial statements reflect the operations of Lyneer Investments and our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. We operate as one operating segment.
Liquidity	Liquidity Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with lenders will remain available to us. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40 – Going Concern, Management evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern. This evaluation includes considerations related to financial and other covenants contained in the Company’s credit facilities, as well as forecasted liquidity. On August 12, 2024 the Company entered into the extended forbearances with its lenders, under which the lenders, waived all existing events of default as of the date of the agreements and agreed to forbear from exercising its rights and remedies with respect to such events of default under the ABL Credit Agreement dated as of August 31, 2021, as amended and restated (the “Revolver”) and the Term Note through September 30, 2024. The Company has received conditional approval by a new ABL lender and expects to close on a new credit facility by the end of November 2024. One of our current lenders has committed to fund a minimum of $8 million of the IDC shortfall on the Revolver as well as providing the new ABL lender a $6 million Letter of Credit. This lender has also agreed to extend the maturity date of the $1,950,000 Credit Agreement to June 18, 2026. The Company will continue to borrow under the existing facility in its normal course of business until closing.
Russia-Ukraine Conflict and Israel-Hamas War	Russia-Ukraine Conflict and Israel-Hamas War During the first quarter of 2022, Russia commenced a military invasion of Ukraine, and the ensuing conflict has created disruption in the region and around the world. To date, this has not had a material effect on the Company’s operations. The Company continues to closely monitor the ongoing conflict and related sanctions, which could impact the Company’s business, financial results and results of operations in the future. During October 2023, Hamas launched an attack on southern Israel from the Gaza Strip, and the ensuing war has created disruption in the region and around the world. To date, this has not had a material effect on the Company’s operations. The Company continues to closely monitor the situation in the Midddle East, but believes it will not impact the Company’s business, financial results and results of operations in the future.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimated assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes may differ from management’s estimates and assumptions. Changes in estimates are reflected in reported results in the period in which they become known.
Net Loss per Share	Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive.
Joint and Several Liability Arrangements	Joint and Several Liability Arrangements In connection with the Transaction, Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with IDC. The Company measures obligations resulting from joint and several liability arrangements in accordance with ASC 405-40 – Obligations Resulting from Joint and Several Liability Arrangements (“ASC 405-40”). ASC 405-40 requires that when determining the amount of liability to recognize under a joint and several obligation, a reporting entity which is an obligor under a joint and several liability arrangement first look to the terms of a related agreement with its co-obligors and record an amount equal to what it is obligated to pay under that agreement, plus any amount it expects to pay on behalf of the co-obligors. If no agreement with the co-obligors exists a reporting entity should recognize the full amount that it could be required to pay under the joint and several liability obligations. The amounts recognized in the Company’s financial statements represents its portion of amounts Lyneer expects to repay under its respective joint and several liability agreements as of September 30, 2024 and December 31, 2023, respectively. As of the date of the Merger, the Company deconsolidated its joint and several debt obligations as it believes it is reasonably probable that IDC has the ability to repay their portion. See Note 8: Debt for more information and discussion regarding the Debt Allocation agreement.
Contingent consideration	Contingent Consideration For business combinations that require additional assets — such as cash, notes, or equity securities — to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. The Company’s contingent consideration is classified as a liability and measured at fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations. The measurement period for the Company’s contingent consideration arrangements expired on August 31, 2023, at which time amounts owed by the Company to its former owners were computed and represent fixed amounts. On January 16, 2024, six notes payable with equivalent terms, except to the amount of principal and interest, were issued to the Sellers.
Taxes	Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assesses, on a quarterly basis, the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC Topic 740 — “Income Taxes” (“ASC 740”). ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. The assessment considers all available positive or negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Standards Recently Adopted None. Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 – Income Taxes (“ASU 2023-09”) to enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for reporting periods after December 15, 2024, for public companies. Early adoption is permitted. The Company plans to adopt ASU 2023-09 for the reporting period December 31, 2024. The Company does not believe ASU 2023-09 or any other recently issued but not yet effective accounting pronouncements will have a material effect on its consolidated financial statements.

Summary of Significant Accounting Policies	9 Months Ended
Summary of Significant Accounting Policies	Sep. 30, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of Presentation The condensed unaudited consolidated financial statements of the Company are prepared following the requirements of the United States Securities and Exchange Commission (“SEC”) for interim reporting. As permitted under those rules, certain notes or other financial information that is required by accounting principles generally accepted in the U.S (“U.S. GAAP”) for complete financial statements can be condensed or omitted. Certain information and footnote disclosures normally included in our annual audited financial statements for the fiscal year ended December 31, 2023 have been condensed or omitted. These interim financial statements, in the opinion of management, reflect all normal recurring adjustments necessary for a fair presentation of the financial position and results of income for the interim periods ended September 30, 2024 and 2023. These Financial Statements should be read in conjunction with the audited financial statements of the Company for the year ended December 31, 2023. The results of operations for any interim period are not necessarily indicative of, nor comparable to, the results of operations for a full year. The condensed unaudited consolidated financial statements reflect the operations of Lyneer Investments and our wholly owned subsidiaries. All material intercompany balances and transactions have been eliminated. We operate as one operating segment. Liquidity Significant assumptions underlie this belief, including, among other things, that there will be no material adverse developments in our business, liquidity, capital requirements and that our credit facilities with lenders will remain available to us. In accordance with Accounting Standards Codification (“ASC”) Topic 205-40 – Going Concern, Management evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern. This evaluation includes considerations related to financial and other covenants contained in the Company’s credit facilities, as well as forecasted liquidity. On August 12, 2024 the Company entered into the extended forbearances with its lenders, under which the lenders, waived all existing events of default as of the date of the agreements and agreed to forbear from exercising its rights and remedies with respect to such events of default under the ABL Credit Agreement dated as of August 31, 2021, as amended and restated (the “Revolver”) and the Term Note through September 30, 2024. The Company has received conditional approval by a new ABL lender and expects to close on a new credit facility by the end of November 2024. One of our current lenders has committed to fund a minimum of $8 million of the IDC shortfall on the Revolver as well as providing the new ABL lender a $6 million Letter of Credit. This lender has also agreed to extend the maturity date of the $1,950,000 Credit Agreement to June 18, 2026. The Company will continue to borrow under the existing facility in its normal course of business until closing. Russia-Ukraine Conflict and Israel-Hamas War During the first quarter of 2022, Russia commenced a military invasion of Ukraine, and the ensuing conflict has created disruption in the region and around the world. To date, this has not had a material effect on the Company’s operations. The Company continues to closely monitor the ongoing conflict and related sanctions, which could impact the Company’s business, financial results and results of operations in the future. During October 2023, Hamas launched an attack on southern Israel from the Gaza Strip, and the ensuing war has created disruption in the region and around the world. To date, this has not had a material effect on the Company’s operations. The Company continues to closely monitor the situation in the Midddle East, but believes it will not impact the Company’s business, financial results and results of operations in the future. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company evaluates its estimated assumptions based on historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results and outcomes may differ from management’s estimates and assumptions. Changes in estimates are reflected in reported results in the period in which they become known. Net Loss per Share Basic net loss per share is computed by dividing the net loss by the weighted-average number of shares of common stock outstanding for the period, without consideration for potentially dilutive securities if their effect is antidilutive. Diluted net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock and dilutive common stock equivalents outstanding for the period determined using the treasury stock and if-converted methods. For all periods presented, there is no difference in the number of shares used to calculate basic and diluted shares outstanding as inclusion of the potentially dilutive securities would be antidilutive. Joint and Several Liability Arrangements In connection with the Transaction, Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with IDC. The Company measures obligations resulting from joint and several liability arrangements in accordance with ASC 405-40 – Obligations Resulting from Joint and Several Liability Arrangements (“ASC 405-40”). ASC 405-40 requires that when determining the amount of liability to recognize under a joint and several obligation, a reporting entity which is an obligor under a joint and several liability arrangement first look to the terms of a related agreement with its co-obligors and record an amount equal to what it is obligated to pay under that agreement, plus any amount it expects to pay on behalf of the co-obligors. If no agreement with the co-obligors exists a reporting entity should recognize the full amount that it could be required to pay under the joint and several liability obligations. The amounts recognized in the Company’s financial statements represents its portion of amounts Lyneer expects to repay under its respective joint and several liability agreements as of September 30, 2024 and December 31, 2023, respectively. As of the date of the Merger, the Company deconsolidated its joint and several debt obligations as it believes it is reasonably probable that IDC has the ability to repay their portion. See Note 8: Debt for more information and discussion regarding the Debt Allocation agreement. Contingent Consideration For business combinations that require additional assets — such as cash, notes, or equity securities — to be transferred to the selling parties in the event certain future events occur or conditions are met (“contingent consideration”), the Company recognizes the acquisition-date fair value of contingent consideration as part of the consideration transferred in exchange for the business combination. The Company’s contingent consideration is classified as a liability and measured at fair value at each reporting date until the contingency is resolved, with any changes in fair value recognized in the Company’s consolidated statements of operations. The measurement period for the Company’s contingent consideration arrangements expired on August 31, 2023, at which time amounts owed by the Company to its former owners were computed and represent fixed amounts. On January 16, 2024, six notes payable with equivalent terms, except to the amount of principal and interest, were issued to the Sellers. Taxes Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. Deferred tax assets reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company assesses, on a quarterly basis, the likelihood that deferred tax assets will be realized in accordance with the provisions of ASC Topic 740 — “Income Taxes” (“ASC 740”). ASC 740 requires that a valuation allowance be established when it is “more likely than not” that all, or a portion of, deferred tax assets will not be realized. The assessment considers all available positive or negative evidence, including the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies. Recent Accounting Pronouncements Standards Recently Adopted None. Standards Not Yet Adopted In December 2023, the FASB issued ASU 2023-09 – Income Taxes (“ASU 2023-09”) to enhance income tax disclosures primarily related to the rate reconciliation and income taxes paid information. The guidance is effective for reporting periods after December 15, 2024, for public companies. Early adoption is permitted. The Company plans to adopt ASU 2023-09 for the reporting period December 31, 2024. The Company does not believe ASU 2023-09 or any other recently issued but not yet effective accounting pronouncements will have a material effect on its consolidated financial statements.

Property and Equipment (Details) - USD ($)	3 Months Ended		9 Months Ended
Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 47,223	$ 65,487	$ 159,165	$ 189,625

Debt - Interest Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
Debt - Interest Expense (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Debt Disclosure [Abstract]
Interest expense	$ 1,472,564	$ 4,887,247	$ 10,494,818	$ 12,610,280
Deferred financing costs	$ 6,522	$ 221,362	$ 545,362	$ 424,000

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Restricted Stock Activity

The following table summarizes the Company’s restricted stock activity consisting of RSUs:


	Shares Outstanding	Weighted Average Grant Date Fair Value
Outstanding at December 31, 2023	—	$	—
Granted	2,377,091	$	2.36
Vested	(2,014,190)	$	2.36
Unvested at September 30, 2024	362,901	$	2.36

Schedule of Stock-Based Compensation Expense

Stock-based compensation expense included in the accompanying consolidated statements of operations was:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Stock-based compensation expense	$	285,483	$	—	$	4,791,549	$	—

Revenue Recognition and Accounts Receivable - Schedule of Accounts Receivable (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Revenue from Contract with Customer [Abstract]
Accounts receivable	$ 51,539,750	$ 60,720,972
Allowance for doubtful accounts	(2,726,107)	(1,902,140)
Accounts receivable, net	$ 48,813,643	$ 58,818,832

Revenue Recognition and Accounts Receivable (Tables)

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Schedule of Disaggregated Revenues

The Company’s disaggregated revenues are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Temporary placement services	$	106,770,291	$	96,427,450	$	310,340,859	$	281,788,801
Permanent placement and other services	1,033,552		1,357,706		2,722,469		3,389,079
Total service revenues, net	$	107,803,843	$	97,785,156	$	313,063,328	$	285,177,880

Schedule of Accounts Receivable

Accounts receivable is as follows:


	September 30, 2024		December 31, 2023
Accounts receivable	$	51,539,750	$	60,720,972
Allowance for doubtful accounts	(2,726,107)		(1,902,140)
Accounts receivable, net	$	48,813,643	$	58,818,832

Intangible Assets

9 Months Ended

Sep. 30, 2024

Finite-Lived Intangible Assets, Net [Abstract]

Intangible Assets

Intangible assets consisted of the following:


	September 30, 2024						December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Customer Relationships	$	35,000,000	$	(7,201,111)	$	27,798,889	$	35,000,000	$	(5,451,111)	$	29,548,889
Trade Name	12,400,000		(7,605,000)		4,795,000		12,400,000		(5,760,000)		6,640,000
Total intangible assets	$	47,400,000	$	(14,806,111)	$	32,593,889	$	47,400,000	$	(11,211,111)	$	36,188,889

Total amortization expense of $1,198,334 was recorded during each of the three months ended September 30, 2024 and 2023 and $3,595,000 was recorded during each of the nine months ended September 30, 2024 and 2023. The Company continuously monitors for events and circumstances that could indicate that it is more likely than not that its finite lived intangible assets and other long-lived assets are impaired or not recoverable (a triggering event), requiring an interim impairment test. During the nine months ended September 30, 2024, the Company considered a number of factors including, but not limited to, current macroeconomic conditions such as inflation, economic growth, and interest rate movements, industry and market considerations, and overall financial performance of the Company. Based on the analysis of relevant events and circumstances, the Company concluded a triggering event had not occurred as of September 30, 2024.

Leases (Tables)

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Schedule of Weighted Average Remaining Lease Term and Discount Rate for Operating Leases

The following table summarizes the weighted average remaining lease term and discount rate for operating leases as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Weighted average remaining lease term for operating leases	2.12 years		1.75 years
Weighted average discount rate for operating leases	6.29	%	4.22	%

Schedule of Future Minimum Payments for Operating Leases

The following table summarizes the future minimum payments for operating leases as of September 30, 2024, due in each year ending December 31:


Year	Minimum Lease Payments
Remainder of 2024	$	345,557
2025	1,209,263
2026	336,137
2027	240,424
2028	167,126
Thereafter	166,521
Total lease payments	2,465,028
Less: imputed interest	(105,803)
Present value of operating lease liabilities	$	2,359,225

Leases - Schedule of Weighted Average Remaining Lease Term and Discount Rate for Operating Leases (Details)	Sep. 30, 2024	Dec. 31, 2023
Leases [Abstract]
Weighted average remaining lease term for operating leases	2 years 1 month 13 days	1 year 9 months
Weighted average discount rate for operating leases	6.29%	4.22%

Debt - Merger Note (Details) - USD ($)	9 Months Ended	12 Months Ended
Debt - Merger Note (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2022	Sep. 12, 2024	May 29, 2023
Debt Instrument [Line Items]
Bear interest rate	7.00%
Conversion price per share (less than)	80.00%
Percentage of outstanding shares of common stock	19.99%
Promissory note of principal amount				$ 1,375,000
Amendment 1 to the Merger Note
Debt Instrument [Line Items]
Promissory note of principal amount			$ 40,000,000
Unamortized amendment fee			$ 300,000
IDC Technologies, Inc
Debt Instrument [Line Items]
Principal amount	$ 35,000,000
Bear interest rate		11.25%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes	9 Months Ended
Income Taxes	Sep. 30, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Note 16: Income Taxes For the three months ended September 30, 2024 and 2023, the Company recorded an income tax benefit of $1,220,072 and $1,346,969, respectively and $19,732,646 and $3,791,387 for the nine months ended September 30, 2024 and 2023, respectively. The Company’s effective tax rate for the nine months ended September 30, 2024 and 2023 was (22.8)% and (27.8)%, respectively. The decrease in effective tax rates between the periods was primarily due to a valuation allowance on state deferred tax assets and nondeductible transaction costs, partially offset by the recognition of federal deferred tax assets associated with the Merger. As of September 30, 2024, the Company maintained a valuation allowance against its deferred tax assets associated with state net operating losses for which realization cannot be considered more likely than not at this time. Management assesses the need for the valuation allowance on a quarterly basis. In assessing the need for a valuation allowance, the Company considers all positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and past financial performance.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
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-Paragraph 12C
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-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 14
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Subparagraph (b)
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
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-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 2,726,107	$ 1,902,140
Common stock, par value (in dollars per share)	$ 0.00001	$ 0.00001
Common stock, shares authorized (in shares)	300,000,000	300,000,000
Common stock, shares issued (in shares)	45,324,715	25,423,729
Common stock, shares outstanding (in shares)	45,324,715	25,423,729

Debt - Revolver (Details) - USD ($)							3 Months Ended		9 Months Ended
Debt - Revolver (Details) - USD ($)	Aug. 12, 2024	Jan. 30, 2024	Aug. 31, 2023	Aug. 04, 2023	May 05, 2023	Aug. 31, 2021	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Jun. 18, 2024	Apr. 17, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Recognized liability balances							$ 0		$ 0				$ 34,223,489
Amendment fee for credit facility									100,000
Percentage of loans			19.00%	2.00%		14.00%
Maximum capacity of borrowing under credit facility							40,000,000		40,000,000
Structuring fee				$ 32,500
Over advanced amount							(11,682,375)		(11,682,375)
Loss on debt extinguishment							0	$ 0	1,213,379	$ 0
Borrowings on revolving line of credit									316,548,608	$ 284,996,365
Fourth Amendment
Debt Instrument [Line Items]
Amendment fee for credit facility									1,550,000
Borrowing capacity decreased in credit facility			$ 100,000,000
Structuring fee									100,000
Revolving Credit Loans
Debt Instrument [Line Items]
Credit facility of borrowing capacity							125,000,000		125,000,000
Recognized liability balances							42,778,061		42,778,061				$ 85,092,695
Borrowing capacity decreased in credit facility											$ 20,000,000	$ 6,000,000
Aggregate principal amount	$ 60,000,000
Periodic principal payment	$ 500,000
Cash balance											1,000,000	40,000,000
Loss on debt extinguishment									1,213,379
Revolving Credit Loans \| Third Amendment
Debt Instrument [Line Items]
Amendment fee for credit facility					$ 750,000
Revolving Credit Loans \| Fifth Amendment
Debt Instrument [Line Items]
Borrowings on revolving line of credit		$ 20,000,000
Revolving Credit Loans \| Sixth Amendment
Debt Instrument [Line Items]
Structuring fee									750,000
Revolving Credit Loans \| Seventh Amendment
Debt Instrument [Line Items]
Borrowing capacity decreased in credit facility												70,000,000
Cash balance												$ 0
Revolving Credit Loans \| Eighth Amendment
Debt Instrument [Line Items]
Borrowing capacity decreased in credit facility											60,000,000
Cash balance											$ 40,000,000
SOFR Revolving Credit Loans \| Fourth Amendment
Debt Instrument [Line Items]
Percentage of loans			4.75%
Base Rate Revolving Credit Loans \| Fourth Amendment
Debt Instrument [Line Items]
Percentage of loans			3.75%
SOFR FILO Loans \| Fourth Amendment
Debt Instrument [Line Items]
Percentage of loans			5.75%
Base Rate FILO Loans \| Fourth Amendment
Debt Instrument [Line Items]
Percentage of loans			4.75%
IDC Shortfall \| Line of Credit
Debt Instrument [Line Items]
Maximum capacity of borrowing under credit facility							8,000,000		8,000,000
Letter of Credit \| Line of Credit
Debt Instrument [Line Items]
Maximum capacity of borrowing under credit facility							$ 6,000,000		$ 6,000,000

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Statement [Abstract]
Service revenue, net	$ 107,803,843	$ 97,785,156	$ 313,063,328	$ 285,177,880
Cost of revenue	95,918,373	86,179,981	279,222,830	250,888,387
Gross profit	11,885,470	11,605,175	33,840,498	34,289,493
Selling, general and administrative	17,151,567	10,372,122	46,045,754	31,701,396
Change in fair value of contingent consideration liabilities	0	349,907	0	(150,093)
Depreciation and amortization	1,245,557	1,263,820	3,754,165	3,784,624
(Loss) income from operations	(6,511,654)	(380,674)	(15,959,421)	(1,046,434)
Loss on debt extinguishment	0	0	1,213,379	0
Advisory fees paid in the merger	0	0	43,000,000	0
Interest expense	1,472,564	4,887,247	10,494,818	12,610,280
Other expense	285,483	0	15,893,220	0
Net loss before provision for income taxes	(8,269,701)	(5,267,921)	(86,560,838)	(13,656,714)
Income tax benefit	1,220,072	1,346,969	19,732,646	3,791,387
Net loss	$ (7,049,629)	$ (3,920,952)	$ (66,828,192)	$ (9,865,327)
Net loss per share, basic (in dollars per share)	$ (0.16)	$ (0.15)	$ (2.04)	$ (0.39)
Net loss per share, diluted (in dollars per share)	$ (0.16)	$ (0.15)	$ (2.04)	$ (0.39)
Weighted-average shares outstanding, basic (in shares)	44,688,845	25,423,729	32,774,837	25,423,729
Weighted-average shares outstanding, diluted (in shares)	44,688,845	25,423,729	32,774,837	25,423,729

Leases (Details)	Sep. 30, 2024
Minimum
Lessee, Lease, Description [Line Items]
Operating lease term	1 month
Operating lease term option to extend	1 year
Maximum
Lessee, Lease, Description [Line Items]
Operating lease term	3 years
Operating lease term option to extend	3 years

Debt (Tables)

9 Months Ended

Sep. 30, 2024

Debt Disclosure [Abstract]

Schedule of Debt Breakdown

The table below provides a breakdown of the Company’s recognized debt:


	September 30, 2024		December 31, 2023
Revolver	$	42,778,061	$	85,092,695
Term note	—		34,223,489
Seller notes	—		7,875,000
Earnout notes	—		8,366,915
Earnout notes – related party	—		5,127,218
Credit Agreement	1,950,000		—
Promissory Note	1,375,000		—
Merger Note – related party	35,000,000		—
Less: unamortized debt issuance costs	(293,478)		(1,785,114)
Total debt	$	80,809,583	$	138,900,203

Current portion	$	44,153,061	$	138,900,203
Non-current portion	$	36,656,522	$	—

Schedule of Borrowings Under Revolver

Applicable Margins for each loan type under the original facility are as follows:


Average Availability	SOFR Revolving Credit Loans		Base Rate Revolving Credit Loans		SOFR FILO Loans		Base Rate FILO Loans
Greater than $83,333,333.33	1.75	%	0.75	%	2.75	%	1.75	%
Greater than $41,666,666.66 but less than or equal to $83,333,333.33	2.00	%	1.00	%	3.00	%	2.00	%
Less than $41,666,666.66	2.25	%	1.25	%	3.25	%	2.25	%

The Third Amendment to the Revolver increased the applicable margin thresholds for various products as follows:


Average Availability	SOFR Revolving Credit Loans		Base Rate Revolving Credit Loans		SOFR FILO Loans		Base Rate FILO Loans
Greater than $83,333,333.33	2.25	%	1.25	%	3.25	%	2.25	%
Greater than $41,666,666.66 but less than or equal to $83,333,333.33	2.50	%	1.50	%	3.50	%	2.50	%
Less than $41,666,666.66	2.75	%	1.75	%	3.75	%	2.75	%

Schedule of Future Minimum Principal Payments on Company’s Outstanding Debt

Subsequent to the executed amendments of the Company’s debt obligations described herein, the future minimum principal payments on the Company’s outstanding debt are as follows:


	As of September 30, 2024
Remainder of 2024	$	—
2025	44,153,061
2026	36,950,000
2027	—
2028	—
Thereafter	—
Total	$	81,103,061

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

+ Details

Commitments and Contingencies - Additional Information (Details) - USD ($)		9 Months Ended
	Jun. 18, 2024	Sep. 30, 2024
Loss Contingencies [Line Items]
Estimate of possible loss		$ 875,000
Base salary	$ 500,000	$ 300,000
Percentage of restricted stock units	1.00%	1.00%
Annual fee equal to the higher		$ 200,000
RSUs
Loss Contingencies [Line Items]
Annual fee equal to the higher (in shares)		1,300,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Organization and Nature of Operations (Details)	Sep. 30, 2024 USD ($) location	Dec. 31, 2023 USD ($)	Aug. 31, 2021
Organization and Nature of Operations [Line Items]
Number of locations \| location	100
Related Party
Organization and Nature of Operations [Line Items]
Total amounts due from the sellers \| $	$ 0	$ 2,500,000
Lyneer Investments
Organization and Nature of Operations [Line Items]
Ownership percentage			90.00%
Lyneer Management Holdings, LLC
Organization and Nature of Operations [Line Items]
Owned equity interest			10.00%

Concentrations of Credit Risk (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Deposits FDIC amount	$ 250,000
Uninsured amount	1,033,274		$ 1,659,914
Deposit amount	$ 8,000,000	$ 8,000,000

Related Party Transactions (Details)	Dec. 31, 2022 USD ($)
Chief Executive Officer
Related Party Transaction [Line Items]
Advanced payment amount	$ 400,000

Debt - Schedule of Debt Breakdown (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total	$ 81,103,061
Less: unamortized debt issuance costs	(293,478)	$ (1,785,114)
Total debt	80,809,583	138,900,203
Current portion	44,153,061	138,900,203
Non-current portion	36,656,522	0
Revolver
Debt Instrument [Line Items]
Total	42,778,061	85,092,695
Term note
Debt Instrument [Line Items]
Total	0	34,223,489
Seller notes
Debt Instrument [Line Items]
Total	0	7,875,000
Earnout notes
Debt Instrument [Line Items]
Total	0	8,366,915
Earnout notes – related party
Debt Instrument [Line Items]
Total	0	5,127,218
Credit Agreement
Debt Instrument [Line Items]
Total	1,950,000	0
Promissory Note
Debt Instrument [Line Items]
Total	1,375,000	0
Merger Note – related party
Debt Instrument [Line Items]
Total	$ 35,000,000	$ 0

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2024	Nov. 08, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Sep. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Registrant Name	ATLANTIC INTERNATIONAL CORP.
Central Index Key	0001605888
Entity File Number	001-40760
Entity Tax Identification Number	46-5319744
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, Address Line One	270 Slyvan Avenue
Entity Address, Address Line Two	Suite 2230
Entity Address, City or Town	Englewood Cliffs
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07632
City Area Code	(201)
Local Phone Number	899-4470
Title of 12(b) Security	None
No Trading Symbol Flag	true
Entity Common Stock, Shares Outstanding		50,146,738

Related Party Transactions	9 Months Ended
Related Party Transactions	Sep. 30, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Transactions with Lyneer Management Holdings LMH was a non-controlling member of the Company with a 10% ownership interest at December 31, 2023. Two of the Company’s officers, specifically its CEO and CFO, each owned 44.5% of LMH, respectively. On November 15, 2022, Lyneer and IDC as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of $5,127,218. The balance of the Year 1 Earnout Notes payable to LMH was $0 and $5,127,218 as of September 30, 2024 and December 31, 2023, respectively. On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with total balances of $2,013,041. The balance of the Year 2 Earnout Notes payable to LMH was $0 as of both September 30, 2024 and December 31, 2023, respectively. As of September 30, 2024 and December 31, 2023, the combined Earnout Note balances payable to LMH of $0 and $5,127,218 are included in “notes payable, current portion”, respectively on the accompanying condensed consolidated balance sheets. Interest expense incurred on the Earnout Notes to LMH totaled $174,058 and $173,737 for the three months ended September 30, 2024 and 2023, respectively and $347,766 and $236,457 for the nine months ended September 30, 2024 and 2023, respectively. Total amounts due from LMH under the indemnification provisions of the Transaction Agreement amounted to $0 and $750,000 as of September 30, 2024 and December 31, 2023, respectively and are included in “other assets” in the accompanying condensed consolidated balance sheets. Refer to Note 1: Organization and Nature of Operations for additional information. The balance of the earnout liability payable to LMH as of September 30, 2024 and December 31, 2023, was $0 and $2,015,473, respectively, which is included in “other liabilities” on the accompanying consolidated balance sheets. On June 18, 2024 as part of the Merger, LMH entered into a $6,000,000 guarantee agreement with the PEO, replacing and cancelling the $6,000,000 letter of credit previously held by the lenders of the Revolver. Transactions with IDC The Company and IDC are co-borrowers and jointly and severally liable for principal and interest payments under the Revolver, the Term Note, the Seller Notes and the Earnout Notes. In the case of certain of those obligations IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from the Company. For interest payments of that nature, the Company recognizes interest expense when interest is incurred under the relevant loan agreement and a corresponding payable to IDC, which is subsequently removed from the Company’s consolidated balance sheet upon Company’s remittance of the reimbursement funds to IDC. Additionally, when principal payments are made by IDC the Company recognizes a reduction of the associated loan balance, with a corresponding increase in the payable to IDC which is then reduced upon the Company’s payment of funds to IDC. The Company and IDC file consolidated income tax returns in certain state and local jurisdictions. In connection with this arrangement the Company has recorded a liability payable to IDC for taxes payable by IDC which represent taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts are determined by determining the Company’s taxable income multiplied by the applicable tax rate. Amounts payable to IDC of this nature amounted to $543,547 and $522,472 as of September 30, 2024 and December 31, 2023, respectively, and are included in “due to related parties” on the accompanying condensed consolidated balance sheets. Total amounts payable to IDC, including the above taxes payable to IDC, amounted to $2,833,169 and $4,384,178 as of September 30, 2024, and December 31, 2023, respectively and are included in “due to related parties” on the accompanying condensed consolidated balance sheets. There are no formalized repayment terms. During the nine months ended September 30, 2024, Lyneer included $402,500 as an expense paid for by IDC and recorded as a deemed capital contribution to Lyneer, of which all related to transaction bonuses. Additionally, IDC agreed to reimburse certain expenses paid by Lyneer totaling $631,469 also recorded as deemed capital contributions, by reducing the payable balance owed to IDC. Of this amount, $611,969 related to professional fees and $19,500 related to a debt amendment fee. On June 18, 2024, the Company entered into a $35,000,000 Merger Note with IDC. See Note 8: Debt for further discussion. Additionally, IDC was issued 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate. Advance to Officer Lyneer advanced $400,000 to the CEO of the Company in 2022. The advance did not bear interest. This advance is recorded in “other assets” on the accompanying condensed consolidated balance sheets as of December 31, 2023. The officer loan settled from a portion of the recapitalization proceeds at the closing of the Merger.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-5

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(g)(3))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.6-07(2)(e))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479134/946-220-S99-1

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/850/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-6

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 850
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483326/850-10-50-1

+ Details

Members’ Capital and Mezzanine Capital (Details) - USD ($)		9 Months Ended	12 Months Ended
	Apr. 17, 2024	Sep. 30, 2024	Dec. 31, 2023
Members’ Capital and Mezzanine Capital [Line Items]
Exercise of redeemable interests	$ 10,796,912
Membership interests percentage		100.00%
Outstanding principal percentage		50.00%
Percentage of payable.		50.00%
Lyneer Management Holdings, LLC
Members’ Capital and Mezzanine Capital [Line Items]
Partial payment paid		$ 2,000,000
IDC
Members’ Capital and Mezzanine Capital [Line Items]
Stated annual interest rate		5.25%
IDC
Members’ Capital and Mezzanine Capital [Line Items]
Outstanding membership units percentage			90.00%
Lyneer Management Holdings, LLC
Members’ Capital and Mezzanine Capital [Line Items]
Outstanding membership units percentage			10.00%

Commitments and Contingencies	9 Months Ended
Commitments and Contingencies	Sep. 30, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Litigation The Company is subject to lawsuits and other claims arising in the ordinary course of business. The Company is required to assess the likelihood of any adverse judgments or outcomes to these matters as well as potential ranges of probable losses. A determination of the amount of accrual required, if any, for these contingencies is made after careful analysis of each matter. The required accrual may change in the future due to new developments in a particular matter or changes in approach, such as a change in settlement strategy in dealing with these matters. With respect to material matters for which the Company believes an unfavorable outcome is reasonably possible, the Company has disclosed the nature of the matter and an estimate of potential exposure. The Company believes that the loss for any other litigation matters and claims that are reasonably possible to occur will not have a material adverse effect on the Company’s results of operations, financial position or cash flows, although such litigation is subject to certain inherent uncertainties. On June 16, 2021, a complaint was filed in the Superior Court of New Jersey Law Division, Middlesex County. The complaint alleges a former minor employee (who obtained employment by providing false information) was injured on October 15, 2020, at the Co-Defendant’s worksite. Mediation was unsuccessful, and the matter is now listed for trial on January 17, 2025. The Company’s employer’s liability insurance carrier and workers compensation carrier have now issued a reservation of rights and entered an appearance and appointed counsel to defend the Company’s interests in the case. A settlement conference was held on August 28, 2024, but was unsuccessful. The Company believes it has issues for appeal, but believes it is probable to receive an unfavorable outcome and has accrued $875,000 with respect to this complaint, which is recognized in “accrued expenses and other current liabilities” on the accompanying consolidated balance sheets. Executive Employment and Consulting Agreements Consulting Agreement with Robert Machinist Upon the closing of the Merger, Robert Machinist entered into a one-year consulting agreement with our company as Executive Vice Chairman of the Board. Mr. Machinist’s consulting fee is $180,000 per annum. Mr. Machinist will receive a $100,000 transaction bonus upon the completion of the Merger. Mr. Machinist is eligible for discretionary annual bonuses as determined by the compensation committee of our board of directors. If the consulting agreement is terminated for any reason other than for Cause (as defined) or if Mr. Machinist voluntarily terminates his consulting engagement for any reason, he will be entitled to full benefits and all previously granted restricted stock, restricted stock units and warrants will immediately vest. He will be entitled to six months of severance payments of his base salary upon termination, in equal monthly installments, other than for Cause. For Cause, he will be entitled to three months of severance paid in three equal monthly installments, and all unvested restricted stock, restricted stock units and warrants then held by Mr. Machinist will be forfeited. Employment Agreement with Jeffrey Jagid Upon the closing of the Merger, Jeffrey Jagid entered into an employment agreement with our Company as Chief Executive Officer. The agreement is for a term of five years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term. Mr. Jagid’s base salary is $500,000 per annum. Mr. Jagid is entitled to a true-up payment in an amount equal to the pro-rated difference between his salary of $120,000 per year under his employment contract dated February 1, 2023 with Atlantic and $500,000 per annum. Mr. Jagid is eligible to receive an annual bonus in an amount equal to his base salary for every year commencing in 2023. The bonus will be predicated upon our recording a minimum of $250,000,000 in revenues. Mr. Jagid will also be paid a $200,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $100,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000. He is also eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Jagid’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr. Jagid will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination. Upon death or disability, Mr. Jagid, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest. If Mr. Jagid is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity. Upon a Change of Control (as defined), all of Mr. Jagid’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company. Mr. Jagid will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if termination is for any other reason. He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if he is terminated for any other reason. He will also be covered under our directors and officers’ liability insurance for up to one year from termination of his employment. Employment Agreement with Christopher Broderick Upon the closing of the Merger, Christopher Broderick entered into an employment agreement with our company as Chief Financial Officer. The employment agreement is for three years with an additional one-year extension unless terminated by either party upon 90 days’ written notice prior to the end of the initial term. Mr. Broderick’s base salary is $300,000 per annum. He is also entitled to a true-up payment equal to the pro-rated difference between his salary of $120,000 per year under his employment agreement dated February 1, 2023 with Atlantic and $300,000 per annum. Mr. Broderick will be eligible to receive a yearly bonus equal to his annual base salary for every year commencing in 2023. The bonus will be predicated upon our recording a minimum of $250,000,000 in revenues and adjusted EBITDA of $5,000,000. Mr. Broderick will also be paid a $150,000 transaction bonus as a result of the closing of the Merger and he will be paid additional transaction bonuses in the amount of $75,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000. He also will be eligible for an annual discretionary bonus to be set by the compensation committee of the board of directors. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Broderick’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr. Broderick will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination. Upon death or disability, Mr. Broderick, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest. If Mr. Broderick is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity. Upon a Change of Control (as defined), all of Mr. Broderick’s non-vested equity will immediately vest in full, and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company. Mr. Broderick will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if termination is for Cause, and six months if his termination is for any other reason. He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if he is terminated for any other reason. He will also be covered under our directors and officers’ liability insurance for up to one year from termination of employment. Employment Agreement with Michael Tenore Upon the closing of the Merger, Michael Tenore entered into an employment agreement with our company as General Counsel and Secretary. The employment agreement is for three years with an additional one-year extension unless terminated by either party upon 90 days written notice prior to the end of the initial term. Mr. Tenore’s base salary is $300,000 per annum. He is also entitled to a true-up payment equal to the pro-rated difference between his salary of $120,000 per year under his employment agreement dated April 1, 2023, with Atlantic and $300,000 per annum. Mr. Tenore is entitled to receive an annual bonus of $100,000 for every year commencing in 2023. The bonus is predicated upon our receiving a minimum of $250,000,000 in revenues and adjusted EBITDA of $5,000,000. Mr. Tenore will also be paid a $75,000 transaction bonus as a result of the closing of the Merger, and he will be paid additional transaction bonuses in the amount of $75,000 for the closing of any subsequent acquisition that is valued in excess of $8,000,000. He also will be eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. If we terminate the employment agreement for any reason other than Cause (as defined), all of Mr. Tenore’s then-outstanding restricted stock, restricted stock units and warrants will immediately vest, and Mr. Tenore will be entitled to (i) 12 months of severance payments of his base salary, (ii) a prorated annual bonus if we are on pace to meet the above-stated performance milestones, (iii) the right to 12 months of COBRA insurance, and (iv) reasonable outplacement services for a period of up to 90 days from termination. Upon death or disability, Mr. Tenore, or his estate, will receive all accrued compensation and any prorated bonus, and any equity that would have vested during the 24-month period beginning on the date of death or disability will immediately vest. If Mr. Tenore is terminated for Cause, or resigns without Good Reason (as defined), he will receive accrued compensation and any vested equity. Upon a Change of Control (as defined), all of Mr. Tenore’s non-vested equity will immediately vest in full and he will be entitled to his full severance payments stated above if he chooses to terminate his employment with our company. Mr. Tenore will be subject to a one-year non-compete covenant from termination of his employment anywhere in the United States if his termination is for Cause, and six months if termination is for any other reason. He will be subject to a two-year non-solicitation covenant from termination if he is terminated for Cause and 12 months if terminated for any other reason. He also will be covered under our directors and officers’ liability insurance for up to one year from termination of employment. Employment Agreement with Todd McNulty On June 18, 2024, Lyneer entered into a new employment agreement, with Todd McNulty to be its Chief Executive Officer. The employment agreement is for three years with successive one-year extensions unless terminated by either party upon 90 days’ prior written notice. Mr. McNulty’s current base salary is $750,000 per annum. Mr. McNulty is entitled to receive: (a) a transaction bonus of $100,000; (b) accrued compensation of $300,000 on or before June 28, 2024; (c) a 2024 Special Bonus of $1,375,000 on or before September 18, 2024; (d) an additional cash bonus of $1,375,000 on or before December 18, 2024; (e) beginning in 2024 and each fiscal year thereafter an annual bonus increasing from $100,000 to $300,000 on total revenues increasing from $350 million to $390 million, and (f) restricted stock units equal to 1% of the Company’s issued and outstanding shares of common stock. He is also eligible for an annual discretionary bonus to be set by the compensation committee of our board of directors. In case of termination without Cause (as defined), or termination by Mr. McNulty with Good Reason (as defined), or termination upon expiration date with notice of termination/non-renewal by Lyneer, unless Lyneer provides notice of termination prior to the expiration of the Agreement in which case Mr. McNulty shall receive the severance amount. Mr. McNulty will be entitled to severance defined as: (i) in the event of a termination date on or prior to the second anniversary date of the Merger, an amount equal to 1.5 times his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits, as provided on the termination date until the end of the applicable severance term (as defined, or, at the sole discretion of Lyneer, reimburse Mr. McNulty for COBRA insurance; (ii) in the event of a termination date after the second anniversary of the Merger, an amount equal to one time his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance until the end of the applicable severance term; or (iii) in the case of non-renewal of the employment agreement by Lyneer after the initial term or any renewal term and the subsequent termination of employment within three months following such non-renewal of the employment agreement by Lyneer, an amount equal to six months of his annual base salary as in effect immediately prior to the termination date, and continuation of medical insurance benefits or COBRA insurance. In case of termination by Lyneer with Cause or by Mr. McNulty without Good Reason, Mr. McNulty will only be entitled to accrued obligations consisting of accrued but unpaid base salary; unreimbursed expenses; accrued but unpaid benefits; and any unpaid bonus for any then completed fiscal year. Mr. McNulty is subject to one-year non-compete and non-solicitation covenants from termination of his employment. Employment Agreement with James Radvany On June 18, 2024, Lyneer entered into a new employment agreement with James Radvany to continue as its Chief Financial Officer. The employment agreement has a term of three years with successive one-year extensions unless terminated by either party upon 90 days’ prior written notice. Mr. Radvany’s base salary is $500,000 per annum. Mr. Radvany is entitled to the same transactions bonus, accrued compensation, 2024 Special Bonuses, annual bonuses starting in 2024, discretionary bonuses and 1% restricted stock units as Mr. McNulty is entitled to. Mr. Radvany’s employment agreement provides for the same severance provisions, non-competition and non-solicitation covenants as those in Mr. Radvany’s employment agreement discussed above. In case of termination by Lyneer with Cause or by Mr. Radvany without Good Reason, Mr. Radvany will only be entitled to accrued obligations consisting of accrued but unpaid base salary; unreimbursed expenses; accrued but unpaid benefits; and any unpaid bonus for any then completed fiscal year. Board of Directors Agreement (Chairman) with Prateek Gattani Upon the closing of the Merger, the Company adopted the Board of Director’s Agreement dated as of April 15, 2024 with Prateek Gattani to serve as Chairman of the Board for a two-year period from the closing of the Merger. The agreement provides for Mr. Gattani to have all responsibilities of a director of the Company. He is to be paid an annual fee equal to the higher of $200,000 or the highest amount any other director is being paid. Mr. Gattani was granted RSUs to purchase 1,300,000 shares of common stock vested upon the date of grant and exercisable for five (5) years from the date of issuance. The agreement provides that he cannot be removed except by the Company’s stockholders.

Earnings Per Share

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Earnings per Share

The following table summarizes the computation of basic and diluted net loss per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(7,049,629)	$	(3,920,952)	$	(66,828,192)	$	(9,865,327)
Denominator:
Weighted average common shares outstanding, basic and diluted	44,688,845		25,423,729		32,774,837		25,423,729
Net loss per share, basic and diluted	$	(0.16)	$	(0.15)	$	(2.04)	$	(0.39)
Excluded anti-dilutive shares	1,077,091		13,825		1,077,091		13,825

Income Taxes (Details) - USD ($)	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Income Tax Disclosure [Abstract]
Income tax benefit	$ (1,220,072)	$ (1,346,969)	$ (19,732,646)	$ (3,791,387)
Effective tax rate			(22.80%)	(27.80%)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Debt - 2023 and 2024 Amendments to Seller and Earnout Notes (Details) - USD ($)	Jan. 16, 2024	Aug. 31, 2023	Aug. 04, 2023	May 14, 2023	May 05, 2023	Aug. 31, 2021
Debt Instrument [Line Items]
Percentage of loans		19.00%	2.00%			14.00%
Principal and interest payments	$ 1,575,000
2023 and 2024Amendments to Seller and Earnout Notes
Debt Instrument [Line Items]
Amendment fee	19,500			$ 40,000
Omnibus Amendment
Debt Instrument [Line Items]
Amendment fee				$ 40,000
Second Omnibus Amendment
Debt Instrument [Line Items]
Amendment fee	$ 19,500
Minimum
Debt Instrument [Line Items]
Percentage of loans				11.25%	14.00%
Maximum
Debt Instrument [Line Items]
Percentage of loans				6.25%	16.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Commitments and Contingencies - Employment Agreement with Christopher Broderick (Details) - USD ($)			9 Months Ended	12 Months Ended
	Jun. 18, 2024	Feb. 01, 2023	Sep. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Base salary	$ 500,000		$ 300,000
Pro-rated salary		$ 120,000	120,000
Bonus received			300,000	$ 100,000
Minimum revenues			250,000,000
Transaction cost			5,000,000
Transaction bonus	$ 100,000		200,000
Paid additional transaction			75,000
Acquisition			8,000,000
Christopher Broderick
Loss Contingencies [Line Items]
Pro-rated salary		$ 120,000
Minimum revenues			250,000,000
Transaction cost			5,000,000
Transaction bonus			150,000
Acquisition			$ 8,000,000

Organization and Nature of Operations	9 Months Ended
Organization and Nature of Operations	Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Nature of Operations	Organization and Nature of Operations On June 18, 2024 (the “Closing Date”), Atlantic International Corp. (“Atlantic” or the “Company,” formerly known as SeqLL Inc.) completed the acquisition (the “Merger”) of Lyneer Investments LLC and its operating subsidiaries, including Lyneer Staffing Solutions, LLC (collectively, “Lyneer”). See Note 2: Merger Agreement for further information. The Company was incorporated in Delaware under the name SeqLL Inc. on April 1, 2014. The Company 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 terms and Conditions of the Amended and Restated Agreement and Plan of Reorganization dated as of June 4, 2024, as amended (the “Merger Agreement”), all of our current business operations have been sold to SeqLL Omics, a newly formed company owned by our former employees and management, our operating business is now that of Lyneer. Our corporate headquarters have been relocated to 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, New Jersey 07632. Lyneer Investments, LLC (“Lyneer Investments”) is a limited liability company formed in the State of Delaware on January 9, 2018. Lyneer Investments is owned by its members and is now a wholly-owned subsidiary of the Company. The members of Lyneer Investments have limited personal liability for the obligations and debts of Lyneer Investments under Delaware law. Lyneer Holdings, Inc. (“Lyneer Holdings”), a wholly-owned subsidiary of Lyneer Investments, and Lyneer Staffing Solutions, LLC (“LSS”), a wholly-owned subsidiary of Lyneer Holdings, were also incorporated and formed, respectively, in the State of Delaware on January 9, 2018. Lyneer Investments, Lyneer Holdings, and LSS are collectively referred to herein as “Lyneer.” The Company specializes in the placement of temporary and temporary-to-permanent labor across various industries throughout the United States of America (“USA”). The Company primarily places individuals in accounting and finance, administrative and clerical, information technology, legal, light industrial, and medical roles. The Company is also a leading provider of productivity consulting and workforce management solutions. The Company has more than one hundred locations throughout the USA. On August 31, 2021 (the “Acquisition Date” or the “Transaction Date”), IDC Technologies, Inc., a California corporation (“Parent” “IDC” or the “Acquirer”) obtained a controlling financial interest in Lyneer Investments by acquiring ninety (90%) percent of Lyneer Investments’ outstanding equity (the “Transaction”) pursuant to a membership interest purchase agreement (the “Transaction Agreement”) executed with the selling parties (“Sellers”). Following the closing of the Transaction, one of the Sellers, Lyneer Management Holdings, LLC (“LMH”) an entity owned primarily by certain members of the executive management team of the Company continued to own 10% equity interest in Lyneer. The Transaction represented a change of control with respect to Lyneer Investments and was accounted for as a business combination in accordance with the guidance prescribed in Accounting Standard Codification (“ASC”) Topic 805 - Business Combinations (“ASC 805”). Lyneer Investments applied pushdown accounting as of the Acquisition Date. In connection with the Transaction, IDC or Lyneer as co-obligors are required to make additional payments to the Sellers should Lyneer meet certain financial targets, as defined in the Transaction Agreement, within certain timeframes after the Transaction Date. These amounts represent contingent consideration liabilities remeasured at fair value each reporting period, with changes recorded in earnings. In connection with the Transaction, the Sellers agreed to indemnify Lyneer for payment of claims or settlement amounts related to any pending or unasserted actions against Lyneer that arise from events that occurred on or prior to the Transaction Date, as well as legal expenses incurred by Lyneer related to its defense in such matters. Total amounts due from the Sellers under the indemnification provisions of the Transaction amounted to $0 and $2,500,000 as of September 30, 2024 and December 31, 2023, respectively and represented reimbursement for legal fees incurred to which the Company has a right to reimbursement under the Transaction Agreement.

Stock-Based Compensation - Schedule of Restricted Stock Activity (Details) - RSUs	9 Months Ended
	Sep. 30, 2024 $ / shares shares
Shares Outstanding
Outstanding, beginning (in shares) \| shares	0
Granted (in shares) \| shares	2,377,091
Vested (in shares) \| shares	(2,014,190)
Outstanding, ending (in shares) \| shares	362,901
Weighted Average Grant Date Fair Value
Outstanding, beginning (in dollars per share) \| $ / shares	$ 0
Granted (in dollars per share) \| $ / shares	2.36
Vested (in dollars per share) \| $ / shares	2.36
Outstanding, ending (in dollars per share) \| $ / shares	$ 2.36

Leases - Schedule of Future Minimum Payments for Operating Leases (Details)	Sep. 30, 2024 USD ($)
Leases [Abstract]
Remainder of 2024	$ 345,557
2025	1,209,263
2026	336,137
2027	240,424
2028	167,126
Thereafter	166,521
Total lease payments	2,465,028
Less: imputed interest	(105,803)
Present value of operating lease liabilities	$ 2,359,225

Debt - Credit Agreement (Details)	Jun. 18, 2024 USD ($)
Debt Instrument [Line Items]
Borrowing interest percentage at period end in credit facility	5.00%
Credit Agreement
Debt Instrument [Line Items]
Credit agreement in the principal amount	$ 1,950,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Intangible Assets - Schedule of Intangible Assets (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 47,400,000	$ 47,400,000
Accumulated Amortization	14,806,111	(11,211,111)
Net Carrying Amount	32,593,889	36,188,889
Customer Relationships
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	35,000,000	35,000,000
Accumulated Amortization	(7,201,111)	(5,451,111)
Net Carrying Amount	27,798,889	29,548,889
Trade Name
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	12,400,000	12,400,000
Accumulated Amortization	(7,605,000)	(5,760,000)
Net Carrying Amount	$ 4,795,000	$ 6,640,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

The following table summarizes the computation of basic and diluted net loss per share:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Numerator:
Net loss	$	(7,049,629)	$	(3,920,952)	$	(66,828,192)	$	(9,865,327)
Denominator:
Weighted average common shares outstanding, basic and diluted	44,688,845		25,423,729		32,774,837		25,423,729
Net loss per share, basic and diluted	$	(0.16)	$	(0.15)	$	(2.04)	$	(0.39)
Excluded anti-dilutive shares	1,077,091		13,825		1,077,091		13,825

Accrued Expenses and Other Current Liabilities (Tables)

9 Months Ended

Sep. 30, 2024

Accrued Liabilities and Other Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:


	September 30, 2024		December 31, 2023
Potential settlement offer for legacy stockholders	$	11,101,671	$	—
Accrued wages and salaries	10,766,488		5,372,929
Accrued commissions and bonuses	5,329,561		549,313
Accrued interest	860,112		3,001,362
Income tax payable	13,913		—
Earnout due to sellers – current portion	—		3,474,954
Accrued other expenses and current liabilities	3,955,157		3,645,537
Total accrued expenses and other current liabilities	$	32,026,902	$	16,044,095

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 1,397,760	$ 1,352,927
Accounts receivable, net of allowance of $2,726,107 and $1,902,140	48,813,643	58,818,832
Unbilled accounts receivable	10,924,993	5,660,753
Prepaid expenses and other current assets	5,343,467	4,965,936
Deposits, current	8,000,000	8,000,000
Total current assets	74,479,863	78,798,448
Noncurrent assets
Property and equipment, net	323,902	432,695
Right-of-use assets	2,306,152	2,368,677
Intangible assets, net	32,593,889	36,188,889
Deferred tax assets, net	25,019,377	5,242,610
Other assets	914,935	2,485,290
Total non-current assets	61,158,255	47,868,161
Total assets	135,638,118	126,666,609
Current liabilities
Accounts payable	1,384,977	799,568
Accrued expenses and other current liabilities	32,026,902	16,044,095
Current operating lease liabilities	1,425,547	1,436,813
Line of credit, current portion	0	85,092,695
Total current liabilities	81,823,656	161,564,857
Non-current liabilities
Line of credit, net of current portion	1,950,000	0
Noncurrent operating lease liabilities	933,678	980,851
Other liabilities	0	3,474,954
Total non-current liabilities	37,590,200	4,455,805
Total liabilities	119,413,856	166,020,662
Commitments and contingencies
Stockholders’ equity (deficit)
Common stock, $.00001 par value; 300,000,000 shares authorized; 45,324,715 and 25,423,729 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively	453	254
Additional paid-in capital	83,052,001	22,449,809
Accumulated deficit	(66,828,192)	(61,804,116)
Total stockholders’ equity (deficit)	16,224,262	(39,354,053)
Total liabilities and stockholders’ equity (deficit)	135,638,118	126,666,609
Related Party
Noncurrent assets
Due from related parties	0	1,150,000
Current liabilities
Due to related parties	2,833,169	4,384,178
Notes payable, current portion	42,778,061	5,127,218
Non-current liabilities
Notes payable, net of current portion – related parties	34,706,522	0
Nonrelated Party
Current liabilities
Notes payable, current portion	$ 1,375,000	$ 48,680,290

Property and Equipment - Schedule of Property and Equipment (Details) - USD ($)	Sep. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Total	$ 1,063,387	$ 1,013,015
Less: accumulated depreciation and amortization	(739,485)	(580,320)
Property and equipment, net	323,902	432,695
Computer equipment and software
Property, Plant and Equipment [Line Items]
Total	$ 780,833	730,941
Estimated Useful Life	3 years
Office equipment
Property, Plant and Equipment [Line Items]
Total	$ 94,876	94,876
Estimated Useful Life	5 years
Furniture and fixtures
Property, Plant and Equipment [Line Items]
Total	$ 169,258	168,778
Estimated Useful Life	7 years
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total	$ 18,420	$ 18,420

Merger (Details) - USD ($)				3 Months Ended	9 Months Ended
Merger (Details) - USD ($)	Sep. 30, 2024	Jun. 18, 2024	May 29, 2023	Jun. 30, 2024	Sep. 30, 2024	Sep. 10, 2024	Jun. 12, 2024
Business Acquisition [Line Items]
Per share price (in dollars per share)						$ 6.45
Aggregate of shares				$ 15,284,178
Issuance of additional shares	$ 10,000,000
Accrued wages and bonuses	$ 4,400,000				$ 4,400,000
Shares of common stock (in shares)	4,704,098
Promissory note of principal amount			$ 1,375,000
Convertible Promissory Note
Business Acquisition [Line Items]
Principal amount		$ 35,000,000
Minimum
Business Acquisition [Line Items]
Per share price (in dollars per share)							$ 2.36
Operating lease term	1 month				1 month
Minimum \| Atlantic Acquisition Corp
Business Acquisition [Line Items]
Percentage of owned subsidiary shares			41.70%
Maximum
Business Acquisition [Line Items]
Per share price (in dollars per share)							$ 3.10
Operating lease term	3 years				3 years
Maximum \| Atlantic Acquisition Corp
Business Acquisition [Line Items]
Percentage of owned subsidiary shares			58.30%
IDC Technologies, Inc
Business Acquisition [Line Items]
Share issued (in shares)		25,423,729
Market value of per share (in dollars per share)		$ 2.36
Aggregate of shares		$ 60,000,000
Atlantic Acquisition Corp
Business Acquisition [Line Items]
Share issued (in shares)		18,220,338			593,221
Market value of per share (in dollars per share)		$ 2.36
Aggregate of shares		$ 43,000,000
Issuance of additional shares (in shares)	1,300,000				1,300,000
Asset Purchase Agreement
Business Acquisition [Line Items]
Purchase price of assets			$ 1,000
Operating lease term			1 year

Subsequent Events (Details) - USD ($)	Oct. 25, 2024	Oct. 24, 2024	Nov. 01, 2024	Oct. 29, 2024	Sep. 10, 2024
Subsequent Event [Line Items]
Per share price (in dollars per share)					$ 6.45
Subsequent Event \| Staffing 360 Merger Agreement
Subsequent Event [Line Items]
Right to receive (in shares)			1.202
Subsequent Event \| Consulting Agreement
Subsequent Event [Line Items]
Cash payment		$ 25,000
Shares issued for services (in shares)		757,833
Share issued (in shares)		230,027
Subsequent Event \| Consulting Agreement, Consulting Fee
Subsequent Event [Line Items]
Consulting fee		$ 7,500
Subsequent Event \| A36 Merger Sub, Inc
Subsequent Event [Line Items]
Shares owned (in shares)				100
Subsequent Event \| Staffing 360 Merger Agreement, Combined Company
Subsequent Event [Line Items]
Ownership percentage			90.00%
Subsequent Event \| Staffing 360 Merger Agreement, Combined Company \| Staffing 360 Shareholders
Subsequent Event [Line Items]
Ownership percentage, noncontrolling interest			10.00%
Subsequent Event \| Common Stock
Subsequent Event [Line Items]
Share issued (in shares)	114,500
Per share price (in dollars per share)	$ 4.91

Commitments and Contingencies - Employment Agreement with Michael Tenore (Details) - USD ($)			9 Months Ended	12 Months Ended
	Jun. 18, 2024	Feb. 01, 2023	Sep. 30, 2024	Dec. 31, 2023
Loss Contingencies [Line Items]
Base salary	$ 500,000		$ 300,000
Pro-rated salary		$ 120,000	120,000
Bonus received			300,000	$ 100,000
Minimum revenues			250,000,000
Transaction cost			5,000,000
Transaction bonus	$ 100,000		200,000
Additional paid			100,000
Acquisition			8,000,000
Michael Tenore
Loss Contingencies [Line Items]
Base salary			300,000
Minimum revenues			250,000,000
Transaction bonus			75,000
Additional paid			75,000
Acquisition			$ 8,000,000

Intangible Assets (Details) - USD ($)	3 Months Ended		9 Months Ended
Intangible Assets (Details) - USD ($)	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Finite-Lived Intangible Assets, Net [Abstract]
Total amortization expense	$ 1,198,334	$ 1,198,334	$ 3,595,000	$ 3,595,000

Leases

9 Months Ended

Sep. 30, 2024

Leases [Abstract]

Leases

We determine whether an arrangement is a lease at inception and whether such leases are operating or financing leases. For each lease agreement, the Company determines its lease term as the non-cancellable period of the lease and includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option. We use these options in determining our capitalized financing and right-of-use assets and lease liabilities.

Our lease agreements do not contain any material residual value guarantees or material restrictive covenants. To determine the discount rate to use in determining the present value of the lease payments, we use the rate implicit in the lease if determinable, otherwise we use our incremental borrowing rate.

The Company maintains operating leases for corporate and field offices. The Company’s leases have initial terms ranging from one month to three years, some of which include the option to renew, and some of which include an early termination option. During the nine months ended September 30, 2024, the Company extended certain of its leases for periods ranging from one to three years.

The following table summarizes the weighted average remaining lease term and discount rate for operating leases as of September 30, 2024 and December 31, 2023:


	September 30, 2024		December 31, 2023
Weighted average remaining lease term for operating leases	2.12 years		1.75 years
Weighted average discount rate for operating leases	6.29	%	4.22	%

The following table summarizes the future minimum payments for operating leases as of September 30, 2024, due in each year ending December 31:


Year	Minimum Lease Payments
Remainder of 2024	$	345,557
2025	1,209,263
2026	336,137
2027	240,424
2028	167,126
Thereafter	166,521
Total lease payments	2,465,028
Less: imputed interest	(105,803)
Present value of operating lease liabilities	$	2,359,225

Debt - Promissory Note (Details) - USD ($)	Apr. 29, 2020	Sep. 30, 2024
Promissory Note
Debt Instrument [Line Items]
Non-convertible promissory notes	$ 1,375,000
Debt term	1 year
Minimum
Debt Instrument [Line Items]
Promissory notes bear interest rate		5.00%
Maximum
Debt Instrument [Line Items]
Promissory notes bear interest rate		10.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Summary of Significant Accounting Policies (Details)	9 Months Ended
Summary of Significant Accounting Policies (Details)	Sep. 30, 2024 USD ($) segment	Jan. 16, 2024 debt_instrument	Dec. 31, 2023 USD ($)	Dec. 31, 2022 debt_instrument
Accounting Policies [Abstract]
Number of operating segments \| segment	1
Number of reportable segments \| segment	1
Debt Instrument [Line Items]
Maximum capacity of borrowing under credit facility	$ 40,000,000
Long-term debt	81,103,061
Number of notes payable issued \| debt_instrument		6		9
Credit Agreement
Debt Instrument [Line Items]
Long-term debt	1,950,000		$ 0
Line of Credit \| IDC Shortfall
Debt Instrument [Line Items]
Maximum capacity of borrowing under credit facility	8,000,000
Line of Credit \| Letter of Credit
Debt Instrument [Line Items]
Maximum capacity of borrowing under credit facility	$ 6,000,000

Revenue Recognition and Accounts Receivable - Schedule of Disaggregated Revenues (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Disaggregation of Revenue [Line Items]
Service revenue, net	$ 107,803,843	$ 97,785,156	$ 313,063,328	$ 285,177,880
Temporary placement services
Disaggregation of Revenue [Line Items]
Service revenue, net	106,770,291	96,427,450	310,340,859	281,788,801
Permanent placement and other services
Disaggregation of Revenue [Line Items]
Service revenue, net	$ 1,033,552	$ 1,357,706	$ 2,722,469	$ 3,389,079

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

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+ Details

Merger	9 Months Ended
Merger	Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Merger	Merger On May 29, 2023 and subsequently amended on June 23, 2023, October 5, 2023, October 17, 2023, November 3, 2023, January 16, 2024, March 7, 2024 and April 15, 2024, the Company, now known as Atlantic International Corp., a Delaware corporation (“SeqLL”), a Delaware corporation, SeqLL Merger, LLC, a Delaware limited liability company (“SeqLL Merger 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, IDC and LMH, a Delaware limited liability company (“Lyneer Management”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which (i) Atlantic Merger Sub will be merged with and into Lyneer with the Lyneer continuing as the surviving entity and as an approximately 41.7%- owned subsidiary of Atlantic, and an approximately 58.3%-owned subsidiary of IDC, and (ii) SeqLL Merger Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity and a wholly-owned subsidiary of SeqLL (collectively referred to as the “Merger”). On June 4, 2024, the Company entered into an Amended and Restated Agreement and Plan of Reorganization (the “Amended Merger Agreement”), which amended certain provisions of the Merger Agreement: (i) fixed the number of shares of SeqLL common stock to be issued, (ii) replaced the Cash Consideration that was to be paid with a short-term promissory note, (iii) deleted the requirements of the closing of the Capital Raise and the listing of SeqLL common stock on a national securities exchange as conditions to the closing of the Merger, and (iv) provided for certain additional issuances of SeqLL common stock to IDC if such common stock is not listed on a national securities exchange on or prior to September 30, 2024. On June 12, 2024, the Amended Merger Agreement was amended (“Amendment 1”) to reflect a per share price change from the previous $3.10 to $2.36 and to reflect the Merger price determined by the parties at the time of the Merger. On June 18, 2024 (the “Closing Date”), Atlantic International Corp. (“Atlantic” or the “Company,” formerly known as SeqLL Inc.) completed the acquisition (the “Merger”) of Lyneer. Pursuant to the terms of the Merger, the Company changed its corporate name from SeqLL Inc. to Atlantic International Corp. and its trading symbol to ATLN. The consideration for the Acquisition was the issuance to IDC, the then current owner of Lyneer: (a) a convertible promissory note in the principal amount of $35,000,000 that was originally due on or before September 30, 2024, which has been extended to March 31, 2026 (see Note 8: Debt for further discussion); and (b) 25,423,729 shares of the Company’s common stock at a market value of $2.36 per share, or $60,000,000 in the aggregate. The stockholders of Atlantic Acquisition Corp. were issued an aggregate of 18,220,338 shares of Company’s common stock at a market value of $2.36 per share or $43,000,000 in the aggregate (the “Atlantic Consideration”). In the event of default, IDC shall be issued $10 million of additional shares of Atlantic common stock, valued at the then current price of ATLN common stock. The Company is currently not in default of the convertible promissory note. In addition, upon the closing of the Merger: •Atlantic Acquisition Corp (“AAC”) entered into an Assignment and Assumption Agreement pursuant to which AAC irrevocably assigned and transferred to the Company all of AAC’s rights, title and interest to various intangible assets in exchange for a portion of the Atlantic Consideration. The Company assumed all of the employment agreements of AAC personnel and paid/or expects to pay approximately $4.4 million of accrued wages and bonuses. The Company assumed obligations of AAC to issue 593,221 shares to certain advisors upon completion of the Merger, and an additional 1.3 million shares under a directors agreement. See Note 9: Accrued Expenses and Other Current Liabilities for further discussion. •The Company escrowed 4,704,098 shares of common stock that may be issued to the Company’s stockholders of record as of September 26, 2023, as part of a settlement offer (the “Settlement Offer”) to be commenced within 90 days of the closing of the Merger to settle any claims for the failure to declare and pay certain previously-announced dividends of cash and common stock. •In addition, following completion of the Merger, subject to the terms and conditions of an Asset Purchase Agreement dated as of May 29, 2023, between the Company and SeqLL Omics, an entity formed by Daniel Jones, the Company’s former Chairman and Chief Executive Officer, and certain other former employees of the Company for the purpose of carrying on the Company’s pre-Merger business following the Merger, SeqLL Omics purchased from the Company for a purchase price of $1,000 all of the Company’s assets, including cash and cash equivalents, and transferred all liabilities other than a promissory note in the principal amount of $1,375,000 to a former co-founder of SeqLL that is due on July 31, 2025 and a one-year leasehold obligation. . Determination of Accounting Acquirer The Merger was accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, although SeqLL acquired all of the outstanding equity interests of Lyneer in the Merger, we will be treated as the “acquiree” and Lyneer will be treated as the “acquirer” for financial reporting purposes. Accordingly, the Merger is reflected as the equivalent of Lyneer issuing shares for SeqLL’s net assets, followed by a recapitalization whereby no goodwill or other intangible assets are recorded. Operations prior to the Merger will be those of Lyneer. There is no accounting effect or change in the carrying amount of the assets and liabilities because of the Merger. The Merger does not represent a business combination accounted for accounting purposes under ASC 805 – Business Combinations, because neither Atlantic Merger LLC nor SeqLL will meet the definition of a business. Having considered Topic 12 of the SEC Financial Reporting Manual, Lyneer has been determined to be the continuing entity for accounting purposes and the Merger represents a reverse recapitalization with regard to Atlantic. We considered the following factors in completing the accounting analysis, with greater weight being given to (a), (d) and (e): a)Lyneer is the largest entity, in terms of substantive operations; b)Subsequent to SeqLL’s sale of assets to SeqLL Omics, SeqLL will have no or nominal assets and no or nominal operations, and will not meet the definition of a business; c)Atlantic Merger LLC has no operations and does not meet the definition of a business; d)Lyneer will comprise the ongoing operations of the combined entity as the only company with historical operations; e)All of the Lyneer employees will continue with the combined entity; f)No affiliate entities or individual stockholders of Lyneer, Atlantic or SeqLL will have voting control on our board of directors following the Merger; and g)Individuals affiliated with Atlantic will be appointed as the Chief Executive Officer and Chief Financial Officer of our company following the Merger.

Related Party Transactions - Transactions with Lyneer Management Holdings (Details) - USD ($)		3 Months Ended		9 Months Ended		12 Months Ended
	Jun. 18, 2024	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jan. 16, 2024	Nov. 15, 2022
Related Party Transaction [Line Items]
Transaction bonus	$ 100,000			$ 200,000
Borrowings on revolving line of credit				316,548,608	$ 284,996,365
Related Party
Related Party Transaction [Line Items]
Total balances							$ 2,013,041	$ 5,127,218
Notes payable, current portion		$ 42,778,061		42,778,061		$ 5,127,218
Transaction bonus				0		750,000
Earnout liability payable		0		0		2,015,473
Agreement amount	6,000,000
Borrowings on revolving line of credit	$ 6,000,000
Earnout Notes Payable \| Related Party
Related Party Transaction [Line Items]
Notes payable, current portion		0		0		5,127,218
Interest expenses		174,058	$ 173,737	347,766	$ 236,457
Year One, Earnout Notes Payable \| Related Party
Related Party Transaction [Line Items]
Earnout notes payable		0		0		5,127,218
Year Two, Earnout Notes Payable \| Related Party
Related Party Transaction [Line Items]
Earnout notes payable		$ 0		$ 0		$ 0
LMH \| Related Party
Related Party Transaction [Line Items]
Ownership percentage						10.00%
LMH \| Chief Financial Officer \| Related Party
Related Party Transaction [Line Items]
Ownership percentage						44.50%
LMH \| Chief Executive Officer \| Related Party
Related Party Transaction [Line Items]
Ownership percentage						44.50%

Accrued Expenses and Other Current Liabilities (Details) - Schedule of Accrued Expenses and Other Current Liabilities - USD ($)	Sep. 30, 2024	Sep. 10, 2024	Dec. 31, 2023
Accrued Liabilities and Other Liabilities [Abstract]
Potential settlement offer for legacy stockholders	$ 11,101,671		$ 0
Accrued wages and salaries	10,766,488		5,372,929
Accrued commissions and bonuses	5,329,561		549,313
Accrued interest	860,112		3,001,362
Income tax payable	13,913		0
Earnout due to sellers – current portion	0		3,474,954
Accrued other expenses and current liabilities	3,955,157		3,645,537
Total accrued expenses and other current liabilities	$ 32,026,902		$ 16,044,095
Per share price (in dollars per share)		$ 6.45

Stock-Based Compensation - Narrative (Details) - USD ($)		9 Months Ended
	Jul. 22, 2024	Sep. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Award vesting period		4 years
Common stock percentage		15.00%
Common stock, shares outstanding (in shares)		45,324,715	25,423,729
Common stock, par value (in dollars per share)		$ 0.00001	$ 0.00001
Granted shares are for compensation for transaction costs		593,221
RSUs
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Granted (in shares)		2,377,091
Outstanding (in shares)		362,901	0
Granted (in dollars per share)		$ 2.36
Unrecognized stock-based compensation (in Dollars)		$ 818,385
Weighted-average remaining service period		1 year
Common Stock
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock, shares outstanding (in shares)	7,309,322	7,309,322
Common stock, par value (in dollars per share)	$ 0.00001
Maximum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock percentage	15.00%

Fair Value Measurements (Details)	12 Months Ended
Fair Value Measurements (Details)	Dec. 31, 2023 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 7,100,000
Issuance of Earnout Notes	0
Change in fair value	(150,093)
Transfer to purchase consideration	(6,949,907)
Ending balance	$ 0

Pay vs Performance Disclosure - USD ($)	3 Months Ended						9 Months Ended
Pay vs Performance Disclosure - USD ($)	Sep. 30, 2024	Jun. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Jun. 30, 2023	Mar. 31, 2023	Sep. 30, 2024	Sep. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss) Attributable to Parent	$ (7,049,629)	$ (54,911,719)	$ (4,866,844)	$ (3,920,952)	$ (3,616,092)	$ (2,328,283)	$ (66,828,192)	$ (9,865,327)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Related Party Transactions- Transactions with IDC (Details) - USD ($)		3 Months Ended	9 Months Ended
	Jun. 18, 2024	Jun. 30, 2024	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Debt issuance costs payment			$ 319,500	$ 40,000
Value of shares issued		$ 15,284,178
Related Party
Related Party Transaction [Line Items]
Taxes payable			543,547		$ 522,472
Payable to IDC			2,833,169		$ 4,384,178
Expense paid			402,500
Deemed capital contributions			631,469
Professional fees			611,969
Debt issuance costs payment			$ 19,500
Principal amount	$ 35,000,000
Share issued (in shares)	25,423,729
Market value of per share (in dollars per share)	$ 2.36
Value of shares issued	$ 60,000,000

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Details) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Share-Based Payment Arrangement [Abstract]
Stock-based compensation expense	$ 285,483	$ 0	$ 4,791,549	$ 0

Members’ Capital and Mezzanine Capital	9 Months Ended
Members’ Capital and Mezzanine Capital	Sep. 30, 2024
Members' Equity [Abstract]
Members’ Capital and Mezzanine Capital	13: Members’ Capital and Mezzanine Capital As of December 31, 2023, 90%, of the outstanding membership units were held by IDC, and 10% were held by LMH. Under the Operating Agreement, LMH has the right, but not the obligation to require IDC to purchase LMH’s interest in the Company (the “LMH Put”) upon the occurrence of any Triggering Event, or during the Put-Call Period. Upon the occurrence of certain triggering events as defined in the Company’s operating agreement, LMH had the right to require IDC to purchase its membership units in the Company. The Company has determined the LMH Units to be redeemable upon an event that is outside the control of the Company, and accordingly has classified the LMH Units as a component of mezzanine capital and outside of permanent equity as of December 31, 2023. These units were exercised on February 28, 2024 and as of September 30, 2024 were reclassed to permanent equity. See below for further detail. Accordingly, these ownership interests were recorded in mezzanine capital, and subject to subsequent measurement under the guidance provided under ASC Topic 480 – Distinguishing Liabilities from Equity (“ASC 480”). Pursuant to ASC 480, contingently redeemable equity instruments that are not redeemable as of the balance sheet date but probable of becoming redeemable in the future should be accreted to their redemption value either immediately or ratably; the Company has elected to recognize changes in redemption value immediately upon the determination that an outstanding instrument is probable of becoming redeemable in the future. Net income and losses are allocated to Members’ capital accounts in accordance with the terms of the Operating Agreement which generally provides that these items are allocated in proportion to each Member’s percentage ownership interest in the Company. Distributions to the Members are made at the discretion of the Board of Managers and in accordance with the terms of the Operating Agreement. The LMH Put is payable by IDC and will be paid by the issuance of the Put-Call Notes. The Put-Call period was extended until February 29, 2024. On February 28, 2024, LMH exercised its right to put the LMH Units to IDC and entered into a Put-Call Option Note on April 17, 2024, in the amount of $10,796,912. While not formalized until April 17, 2024, the terms of the Put-Call Option Note were agreed to by all parties prior to March 31, 2024 and as such, the Company gave effect to the transaction as of March 31, 2024. The Put-Call Option Note provides that IDC owned one hundred percent (100%) of all the membership interests in Lyneer Investments and requires IDC to pay 50% of outstanding principal six months after issuance with the remaining 50% payable in six equal quarterly payments beginning on December 31, 2024 and continuing until the maturity date of June 30, 2026. The Put-Call Option Note provides for the acceleration of payment principal under certain conditions, including upon a change of control, as defined. The Put-Call Option Note bears interest at a stated annual interest rate of 5.25% which is payable quarterly in arrears commencing December 31, 2024. IDC may prepay the Put-Call Option Note at any time without premium or penalty. The Put-Call Option Note contains customary covenants. As part of the consummation of the Merger on June 18, 2024, IDC paid $2,000,000 to LMH as a partial payment on the Put-Call Option Note.

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following:


	September 30, 2024		December 31, 2023		Estimated Useful Life
Computer equipment and software	$	780,833	$	730,941	3 years
Office equipment	94,876		94,876		5 years
Furniture and fixtures	169,258		168,778		7 years
Leasehold improvements	18,420		18,420		Lesser of lease term or asset life
Total	$	1,063,387	$	1,013,015
Less: accumulated depreciation and amortization	(739,485)		(580,320)
Property and equipment, net	$	323,902	$	432,695

Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit) - USD ($)	Total	Total Mezzanine Capital	Redeemable Interests	Total Members’ Equity/(Deficit)	Contributed Capital	Accumulated (Deficit)	Common Stock	Additional Paid in Capital	Accumulated Deficit
Beginning balance at Dec. 31, 2022		$ 10,165,000	$ 10,165,000
Ending balance at Mar. 31, 2023		0	0
Beginning balance at Dec. 31, 2022	$ 0			$ (37,467,497)	$ 9,084,599	$ (46,552,096)	$ 0	$ 0	$ 0
Beginning balance (in shares) at Dec. 31, 2022							0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of recapitalization (in shares)							25,423,729
Effect of recapitalization	(24,872,180)	(10,165,000)	(10,165,000)	37,467,497	(9,084,599)	46,552,096	$ 254	21,679,662	(46,552,096)
Net loss	(2,328,283)								(2,328,283)
Capital contribution	652,794							652,794
Ending balance (in shares) at Mar. 31, 2023							25,423,729
Ending balance at Mar. 31, 2023	(26,547,669)			0	0	0	$ 254	22,332,456	(48,880,379)
Beginning balance at Dec. 31, 2022		10,165,000	10,165,000
Ending balance at Sep. 30, 2023		0	0
Beginning balance at Dec. 31, 2022	0			(37,467,497)	9,084,599	(46,552,096)	$ 0	0	0
Beginning balance (in shares) at Dec. 31, 2022							0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(9,865,327)
Ending balance (in shares) at Sep. 30, 2023							25,423,729
Ending balance at Sep. 30, 2023	(31,868,499)			0	0	0	$ 254	24,548,670	(56,417,423)
Beginning balance at Mar. 31, 2023		0	0
Ending balance at Jun. 30, 2023		0	0
Beginning balance at Mar. 31, 2023	(26,547,669)			0	0	0	$ 254	22,332,456	(48,880,379)
Beginning balance (in shares) at Mar. 31, 2023							25,423,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,616,092)								(3,616,092)
Capital contribution	1,697,209							1,697,209
Ending balance (in shares) at Jun. 30, 2023							25,423,729
Ending balance at Jun. 30, 2023	(28,466,552)			0	0	0	$ 254	24,029,665	(52,496,471)
Ending balance at Sep. 30, 2023		0	0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(3,920,952)								(3,920,952)
Capital contribution	519,005							519,005
Ending balance (in shares) at Sep. 30, 2023							25,423,729
Ending balance at Sep. 30, 2023	(31,868,499)			0	0	0	$ 254	24,548,670	(56,417,423)
Beginning balance at Dec. 31, 2023		10,663,750	10,663,750
Increase (Decrease) in Temporary Equity [Roll Forward]
Accretion to redemption value		133,162	133,162	(133,162)	(133,162)
Exercise of redeemable interests		(10,796,912)	(10,796,912)	10,796,912	10,796,912
Ending balance at Mar. 31, 2024		0	0
Beginning balance at Dec. 31, 2023	$ (39,354,053)			(50,017,803)	11,786,313	(61,804,116)	$ 254	22,449,809	(61,804,116)
Beginning balance (in shares) at Dec. 31, 2023	25,423,729						25,423,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Effect of recapitalization	$ 60,000,000			38,320,084	(23,484,032)	61,804,116		(1,804,116)	61,804,116
Net loss	(4,866,844)								(4,866,844)
Capital contribution	133,969			1,033,969	1,033,969			1,033,969
Ending balance (in shares) at Mar. 31, 2024							25,423,729
Ending balance at Mar. 31, 2024	16,813,072			0	0	0	$ 254	21,679,662	(4,866,844)
Beginning balance at Dec. 31, 2023		10,663,750	10,663,750
Ending balance at Sep. 30, 2024		0	0
Beginning balance at Dec. 31, 2023	$ (39,354,053)			(50,017,803)	11,786,313	(61,804,116)	$ 254	22,449,809	(61,804,116)
Beginning balance (in shares) at Dec. 31, 2023	25,423,729						25,423,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	$ (66,828,192)
Ending balance (in shares) at Sep. 30, 2024	45,324,715						45,324,715
Ending balance at Sep. 30, 2024	$ 16,224,262			0	0	0	$ 453	83,052,001	(66,828,192)
Beginning balance at Mar. 31, 2024		0	0
Ending balance at Jun. 30, 2024		0	0
Beginning balance at Mar. 31, 2024	16,813,072			0	0	0	$ 254	21,679,662	(4,866,844)
Beginning balance (in shares) at Mar. 31, 2024							25,423,729
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(54,911,719)								(54,911,719)
Stock based compensation	4,506,066							4,506,066
Recapitalization of legacy company (in shares)							380,648
Recapitalization of legacy company	(1,703,189)						$ 4	(1,703,193)
Deemed contribution of debt deconsolidation from related party	15,284,178							15,284,178
Advisory fees paid in merger (in shares)							18,220,338
Advisory fees paid in merger	43,000,000						$ 182	42,999,818
Ending balance (in shares) at Jun. 30, 2024							44,024,715
Ending balance at Jun. 30, 2024	22,988,408			0	0	0	$ 440	82,766,531	(59,778,563)
Ending balance at Sep. 30, 2024		$ 0	$ 0
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss	(7,049,629)								(7,049,629)
Stock based compensation	285,483							285,483
Stock issued for incentive plan (in shares)							1,300,000
Stock issued for incentive plan	$ 0						$ 13	(13)
Ending balance (in shares) at Sep. 30, 2024	45,324,715						45,324,715
Ending balance at Sep. 30, 2024	$ 16,224,262			$ 0	$ 0	$ 0	$ 453	$ 83,052,001	$ (66,828,192)

Revenue Recognition and Accounts Receivable

9 Months Ended

Sep. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition and Accounts Receivable

The Company’s disaggregated revenues are as follows:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Temporary placement services	$	106,770,291	$	96,427,450	$	310,340,859	$	281,788,801
Permanent placement and other services	1,033,552		1,357,706		2,722,469		3,389,079
Total service revenues, net	$	107,803,843	$	97,785,156	$	313,063,328	$	285,177,880

When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because all its revenues are from placement services, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from its revenue generating activities. For the three months ended September 30, 2024 and September 30, 2023, revenues from the Company’s largest customer accounted for approximately 14% and 13% of consolidated revenues, respectively and 14% and 15% of consolidated revenues for the nine months ended September 30, 2024 and 2023, respectively. No other customers accounted for more than 10% of the Company’s consolidated revenues in either period. Economic factors specific to this customer could impact the nature, timing and uncertainty of the Company’s revenues and cash flows.

Contract asset consists of unbilled accounts receivable of $10,924,993 and $5,660,753 as of September 30, 2024 and December 31, 2023, respectively.

Accounts receivable is as follows:


	September 30, 2024		December 31, 2023
Accounts receivable	$	51,539,750	$	60,720,972
Allowance for doubtful accounts	(2,726,107)		(1,902,140)
Accounts receivable, net	$	48,813,643	$	58,818,832

The Company recognized $957,031 and $0 of bad debt expense during the periods ended September 30, 2024 and December 31, 2023, respectively

None of the Company’s customers accounted for more than 10% of the Company’s accounts receivable as of September 30, 2024 and December 31, 2023.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

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+ Details

Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

Earnout Liability

The Company may be required to make certain earnout payments in connection with the Transaction, which would be payable upon the future achievement of revenues less certain identified expenses and other performance targets. The fair value of these contingent consideration payments is determined using a Monte Carlo simulation, with key inputs being standard deviation applied to the Company’s revenues, revenue multiple, and gross profit discount rate. The fair value measurement of the contingent consideration is considered a Level 3 measurement within the fair value hierarchy.

The measurement period for the Company’s contingent consideration arrangements expired on August 31, 2023, at which time amounts owed by the Company to its former owners were computed and represent fixed amounts.

A summary of the activities of Level 3 fair value measurements is as follows:


	December 31, 2023
Beginning balance	$	7,100,000
Issuance of Earnout Notes	—
Change in fair value	(150,093)
Transfer to purchase consideration	(6,949,907)
Ending balance	$	—

See Note 14: Related Party Transactions for a discussion of the Company’s contingent consideration liabilities attributed to LMH.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

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+ Details

Property and Equipment

9 Months Ended

Sep. 30, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and equipment consisted of the following:


	September 30, 2024		December 31, 2023		Estimated Useful Life
Computer equipment and software	$	780,833	$	730,941	3 years
Office equipment	94,876		94,876		5 years
Furniture and fixtures	169,258		168,778		7 years
Leasehold improvements	18,420		18,420		Lesser of lease term or asset life
Total	$	1,063,387	$	1,013,015
Less: accumulated depreciation and amortization	(739,485)		(580,320)
Property and equipment, net	$	323,902	$	432,695

Total depreciation expense of $47,223 and $65,487 was recorded during the three months ended September 30, 2024 and 2023, respectively and $159,165 and $189,625 was recorded during the nine months ended September 30, 2024 and 2023, respectively and is included in “depreciation and amortization” in the accompanying consolidated condensed statements of operations.

Debt - Schedule of Borrowings Under Revolver (Details)						9 Months Ended
Debt - Schedule of Borrowings Under Revolver (Details)	Aug. 31, 2023	Aug. 04, 2023	May 14, 2023	May 05, 2023	Aug. 31, 2021	Sep. 30, 2024
Line of Credit Facility [Line Items]
Percentage of loans	19.00%	2.00%			14.00%
Greater than $83,333,333.33
Line of Credit Facility [Line Items]
Percentage of loans			6.25%	16.00%
Less than $41,666,666.66
Line of Credit Facility [Line Items]
Percentage of loans			11.25%	14.00%
SOFR \| Greater than $83,333,333.33 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						1.75%
SOFR \| Greater than $83,333,333.33 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.25%
SOFR \| Greater than $83,333,333.33 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						2.75%
SOFR \| Greater than $83,333,333.33 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						3.25%
SOFR \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						2.00%
SOFR \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.50%
SOFR \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						3.00%
SOFR \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						3.50%
SOFR \| Less than $41,666,666.66 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						2.25%
SOFR \| Less than $41,666,666.66 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.75%
SOFR \| Less than $41,666,666.66 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						3.25%
SOFR \| Less than $41,666,666.66 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						3.75%
Base Rate \| Greater than $83,333,333.33 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						0.75%
Base Rate \| Greater than $83,333,333.33 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						1.25%
Base Rate \| Greater than $83,333,333.33 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						1.75%
Base Rate \| Greater than $83,333,333.33 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.25%
Base Rate \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						1.00%
Base Rate \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						1.50%
Base Rate \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						2.00%
Base Rate \| Greater than $41,666,666.66 but less than or equal to $83,333,333.33 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.50%
Base Rate \| Less than $41,666,666.66 \| Revolving Credit Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						1.25%
Base Rate \| Less than $41,666,666.66 \| Revolving Credit Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						1.75%
Base Rate \| Less than $41,666,666.66 \| FILO Loans \| Borrowing
Line of Credit Facility [Line Items]
Percentage of loans						2.25%
Base Rate \| Less than $41,666,666.66 \| FILO Loans \| Third Amendment
Line of Credit Facility [Line Items]
Percentage of loans						2.75%