Atlantic International Corp (ATLN)

Overview

Atlantic International Corp is an outsourced services and workforce solutions company formed through the combination of Lyneer Investments LLC and Lyneer Staffing Solutions, LLC (Lyneer) and the acquisition of Circle8 Group B.V. (Circle8). The Circle8 acquisition closed on January 23, 2026. Atlantic is the accounting acquirer and will include Circle8’s operations in its consolidated financials beginning in Q1 2026.

Core businesses and offerings

• Lyneer Staffing Solutions (USA)

  • National strategic staffing firm providing temporary staffing, permanent/direct hire, vendor management services (VMS/MSP), and related workforce solutions.
  • Serves accounting & finance, administrative & clerical, hospitality, IT, legal, light industrial, medical, and other professional services.
  • Services include recruitment, payroll administration, time/attendance, scheduling, performance tracking, predictive analytics, and related outsourcing capabilities.

• Circle8 Group (Europe)

  • IT and technology-focused staffing, recruitment, payroll, and consulting enablement.
  • Offers temporary staffing, contract staffing, payrolling, permanent placement, recruitment services, and teams for complex technology transformation programs.
  • Revenue is primarily time-based (hourly/daily rates) for temporary/contract staffing; payrolling adds a service margin; permanent placement revenue is recognized upon successful placement.
  • Serves multinational clients across financial services, technology, government, healthcare, energy/infrastructure, and consumer/industrial sectors.

Geographic footprint

• Lyneer: United States headquarters in Englewood Cliffs, NJ; approximately 100 locations nationwide; about 300 internal employees.
• Circle8 (pre-close, 2025 data): operations across six European countries (Netherlands, Germany, Belgium, Luxembourg, Switzerland, and others) with approximately eight offices; roughly 16,000 technology professionals deployed across its client network.

Strategic rationale and growth plan

• Diversify revenue mix by combining industrial staffing with higher-margin IT/technology staffing.
• Expand multinational client coverage and extend revenue visibility through long-term government and enterprise contracts.
• Improve scale and operating leverage and create a platform for disciplined future growth.
• Continue scaling through acquisitions and integration to capture synergies, reduce costs, and pursue additional high-margin outsourced services and workforce solutions providers.

Key quantitative details

Lyneer Staffing Solutions

• Internal employees: ~300 full-time staff (as of December 31, 2025).
• Engagement professionals on assignments in 2025: ~60,000.
• Offices/locations: over 100 nationwide.
• Clients: 1,200+; one client represented about 16% of Lyneer’s 2024 revenues.
• Revenue trends: Service revenue decreased by $6,731,084 (1.5%) for the year ended December 31, 2025 versus 2024, driven mainly by lower revenues from its largest client. Permanent placement and other services increased by $688,480 (18.2%) in 2025.
• Vertical exposure: Accounting & Finance, Administrative & Clerical, Hospitality, IT, Legal, Light Industrial, and Medical.

Circle8 Group

• Professionals deployed: ~16,000 across its client network.
• Geographic footprint: ~8 offices in six European countries (Netherlands, Germany, Belgium, Luxembourg, Switzerland, and others).
• Indebtedness: approximately €45 million of financial indebtedness as of December 31, 2025, plus an off-balance sheet financing program of approximately €160 million.
• Revenue concentration: two clients represented about 12.5% and 10.2% of 2025 revenues; another client represented about 10.9% of 2024 revenues.
• Revenue model: majority time-based billing for temporary/contract staffing; payrolling arrangements bill clients for wages and statutory/employment costs plus a service margin; permanent placement revenue earned upon successful placement.

Atlantic consolidated metrics (selected)

• Net loss: $59,430,919 for the year ended December 31, 2025; net losses of $135,479,890 (2024) and $15,252,020 (2023).
• The audited consolidated financial statements include a going concern qualification.
• Lyneer debt obligations: approximately $70,373,516 as of December 31, 2025, including a $6 million term loan and promissory notes payable to two former Lyneer owners; these obligations are joint and several with IDC with allocation and refinancing arrangements ongoing.

Circle8 acquisition details

• Acquisition date: January 23, 2026.
• Initial share consideration: 12,516,070 shares issued to Guus Franke, valued at $48.3 million based on $3.86 per share, representing 19.99% of issued and outstanding common stock at closing.
• Convertible note: Convertible Promissory Note issued to Axiom in the principal amount of $161,961,751.20, convertible into 53,291,744 shares of common stock. The note converts automatically upon shareholder approval of the share issuance.
• Earnouts and payments:
  • Earnout of US $2.5 million based on revenue metrics, with an additional US $2.5 million if Circle8 revenue exceeds €600 million for calendar year 2026.
  • One-time Profit Payment equal to the net profit of Circle8 Group Financial Statements for the year ended December 31, 2025; payable when funds are sufficient or no later than three years from closing.
  • Additional payment: 4,000,000 shares of Atlantic common stock (valued at $15.4 million) paid to Axiom’s financial advisor for acquisition-related costs.
• Ownership and protections:
  • Atlantic is the accounting acquirer; aggregate consideration is subject to specified earnouts and profit payments.
  • Clawback provision allows recovery of up to 10% of Conversion Shares or 3% of outstanding Atlantic stock for specified breaches.
  • Axiom provided indemnities and related protections for certain breaches of representations, warranties, and covenants.
• Governance/filings: A proxy statement will be filed following Circle8 financials; Voting Agreements were executed with Atlantic management and others to secure stockholder approvals.

Public-company and governance context

• The combined company will incur substantial public-company costs related to SEC compliance, governance, and reporting, and may face stockholder dilution from future issuances.
• The company faces penny stock risk and other typical public-company regulatory considerations.