| 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. |
