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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
Raymond Jones | ||||||||
| 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)
PF | ||||||||
| 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 KINGDOM
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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
3,302,870.00 | ||||||||
| 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)
5.3 % | ||||||||
| 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 Raymond Jones (the "Reporting Person"). |
| (b) | The Reporting Person's business and office address is Pelham Work, Pelham Street, Wolverhampton WV3 0BJ, United Kingdom |
| (c) | Mr. Jones' principal business is the owner with his wife of RGL Electronics Ltd. ("RGL"), as well as that of a private investor. RGL is a UK registered business engaged in the manufacture of electronic security equipment. |
| (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. Jones is a citizen of the United Kingdom. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds used to purchase the securities of the Issuer were personal funds of Mr. Jones and working capital of RGL. | |
| Item 4. | Purpose of Transaction |
The acquisition of the securities of the Issuer was for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 3,302,870 (5.3%) shares based on 62,241,187 shares issued and outstanding as of January 7, 2025. |
| (b) | Mr. Jones, as the Manager of RGL, has the power to vote and dispose of the shares of Common Stock owned by RGL. |
| (c) | On November 21, 2024, RGL was issued 423,728 shares of common Shares of the Issuer pursuant to the exercise of restricted stock units issued on November 21, 2024. |
| (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. |
None |
| 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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