ATLANTIC INTERNATIONAL CORP. 8-K

What Happened
Atlantic International Corp. (ATLN) announced completion of its acquisition of Circle8 Group B.V. under an Acquisition Agreement dated January 22, 2026 (8‑K filed January 28, 2026). As part of the deal Guus Franke, who had no prior relationship with Atlantic, became Executive Chairman of the board. Atlantic issued equity and a large convertible promissory note to Axiom Partners GmbH (Axiom) as purchase consideration and agreed to additional contingent payments tied to Circle8 performance.

Key Details

• Initial equity: Atlantic issued 12,516,070 shares of common stock (19.99% of outstanding shares at closing) to Guus Franke (or assignees) to comply with Nasdaq rules.
• Convertible note: Atlantic issued a convertible promissory note with a principal of $161,961,751.20 to Axiom, convertible into 53,291,744 shares (the Convertible Note Consideration).
• Contingent payments: A $2.5 million bonus is payable to Axiom if Circle8 Group records revenue > €600 million in calendar 2026; Atlantic also agreed to a one‑time Profit Payment equal to Circle8’s 2025 net profit, payable when funds are available or within three years.
• Approvals and protections: Atlantic obtained voting/support agreements from insiders representing a majority of shares to support conversion and related approvals; there is a clawback for certain material breaches (up to the lesser of 10% of Conversion Shares or 3% of outstanding shares within 12 months). Atlantic agreed to indemnify Axiom/Circle8 in certain circumstances and to file registration statements (Form S‑3 and related filings) and a proxy statement with the SEC in connection with the conversion and resale of issued shares.

Why It Matters
This transaction is a major change for Atlantic: it brings a new controlling investor group and Executive Chairman, and it includes issuance of equity and a convertible note that could substantially increase share count if converted. Stockholder approval and SEC registration steps are required before conversion shares become freely tradable, and the deal includes contingent cash obligations (profit payment and possible bonus) that could affect Atlantic’s future cash needs. Investors should note potential dilution from the convertible note and conversion mechanics, the insider voting support for approvals, and the filing and risk disclosures Atlantic provided in the 8‑K.