As filed with the Securities and Exchange Commission on January 24, 2025
Registration Statement No. 333-284049
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________________________________
Amendment No. 2
to
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________________________
ATLANTIC INTERNATIONAL CORP.
(Exact name of Registrant as specified in its Charter)
__________________________________________
Delaware | | 7363 | | 46-5319744 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
270 Sylvan Avenue, Suite 2230
Englewood Cliffs, New Jersey 07632
(201) 899-4470
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
__________________________________________
N/A
(Former name or former address, if changed since last report)
__________________________________________
Jeffrey Jagid
Chief Executive Officer
270 Sylvan Avenue, Suite 2230
Englewood Cliffs, New Jersey 07632
(201) 899-4470
(Name, address, including zip code, and telephone number, including area code, of agent for service)
__________________________________________
Copies to:
Elliot H. Lutzker, Esq.
Federica Pantana, Esq.
Davidoff Hutcher & Citron LLP
605 Third Avenue, 34th Floor
New York, NY 10158
Telephone: (646) 428-3210
Fax: (212) 286-1884 | | Rick A. Werner, Esq.
Alla Digilova, Esq.
Haynes and Boone, LLP
30 Rockefeller Plaza, 26th Floor
New York, New York 10112
Telephone: (212) 659-7300
Fax: (212) 918-8989 |
__________________________________________
Approximate date of commencement of proposed sale to public: As soon as practicable after this registration statement is declared effective and upon completion of the Merger described in the enclosed proxy statement/prospectus.
If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective. Registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| | Large accelerated filer | | ☐ | | Accelerated filer | | ☐ |
| | | Non-accelerated filer | | ☒ | | Smaller reporting company | | ☒ |
| | | | | | | Emerging Growth Company | | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on the 24th day of January, 2025.
| | ATLANTIC INTERNATIONAL CORP. |
| | | By: | | /s/ Jeffrey Jagid |
| | | Name: | | Jeffrey Jagid |
| | | Title: | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | | Title | | Date |
/s/ Jeffrey Jagid | | Chief Executive Officer
(Principal Executive Officer) and Director | | January 24, 2025 |
Jeffrey Jagid | | |
* | | Chief Operating Officer and Chief Financial Officer
(Principal Financial and Accounting Officer) | | January 24, 2025 |
Christopher Broderick | | |
* | | Chairman and Director | | January 24, 2025 |
Prateek Gattani | | | | |
* | | Vice Chairman and Director | | January 24, 2025 |
Robert B. Machinist | | | | |
* | | Director | | January 24, 2025 |
Jeff Kurtz | | | | |
* | | Director | | January 24, 2025 |
David Pfeffer | | | | |
* | | Director | | January 24, 2025 |
David Solimine | | | | |
*By: | | /s/ Jeffrey Jagid | | | | |
Name: | | Jeffrey Jagid | | | | |
Title: | | Attorney-in-fact | | | | January 24, 2025 |
