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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Atlantic International Corp. (Name of Issuer) |
Common Stock, Par Value $0.00001 per share (Title of Class of Securities) |
048592109 (CUSIP Number) |
Elliot H. Lutzker 605 Third Avenue, New York, NY, 10158 212-557-7200 Davidoff Hutcher & Citron LLP 605 Third Avenue, New York, NY, 10158 212-557-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 048592109 |
| 1 |
Name of reporting person
Andrew Bressman | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,946,272.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.00001 per share |
| (b) | Name of Issuer:
Atlantic International Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
270 Sylvan Avenue, Suite 2230, Englewood Cliffs,
NEW JERSEY
, 07632. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Andrew Bressman ("Mr. Bressman"), a Strategic Advisor to the Issuer (the "Reporting Person"). |
| (b) | The Reporting Person's business and office address is c/o the Issuer, 270 Sylvan Avenue, Suite 2230, Englewood Cliffs, NJ 07632. |
| (c) | Mr. Bressman's principal business is to serve as Strategic Adviser to the Issuer, under a Consulting Agreement dated June 18, 2024 with SAB Management LLC of which Mr. Bressman is Manager. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Bressman is a citizen of the United States. |
| Item 3. | Source and Amount of Funds or Other Consideration |
Pursuant to an Amended and Restated Agreement and Plan of Reorganization by and among the Issuer, IDC Lyneer Investments, LLC ("Lyneer"), and certain other parties as set forth therein, dated as of June 4, 2024, as amended (the "Merger Agreement"), Lyneer became a wholly-owned subsidiary of the Issuer on June 18, 2024. In accordance with the terms of the Merger Agreement, the Issuer entered into a Consulting Agreement with SAB Management LLC, of which Mr. Bressman is Manager (the "Consulting Agreement") to retain Mr. Bressman's services as Strategic Advisor. Mr. Bressman received 2,436,000 shares of common stock pursuant to the terms of the Merger Agreement. He was also awarded on November 21, 2024, under his Consulting Agreement restricted stock units ("RSUs") to purchase 3,570,272 shares of common stock which RSUs he exercised. | |
| Item 4. | Purpose of Transaction |
The Reporting Person received the securities referred to on Item 3 above in consideration of the Merger Agreement and his Consulting Agreement. The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 5,946,272 (9.6%) shares based on 62,241,187 shares issued and outstanding as of January 7, 2025. |
| (b) | Mr. Bressman, has the power to vote and dispose of all his shares of Common Stock. |
| (c) | The shares were issued to Mr. Bressman pursuant to the terms of the Merger Agreement and his Consulting Agreement. |
| (d) | No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
A. Amended and Restated Merger Agreement dated as of June 4, 2024, incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K (File No. 001-40760) filed with the Securities and Exchange Commission on June 6, 2024.
B. Amendment No. 1 to Amended and Restated Merger Agreement dated as of June 12, 2024, incorporated by reference to Exhibit 2.1 to the Issuer's Form 8-K filed with the Securities and Exchange Commission on June 18, 2024. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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