SCHEDULE 13D: Strategic Advisor Andrew Bressman Discloses 9.6% Stake in Atlantic International Corp. Following Merger and RSU Exercise

Andrew Bressman, Strategic Advisor to Atlantic International Corp., has disclosed a beneficial ownership of 9.6% of the company's common stock, acquired through a merger agreement and the exercise of restricted stock units.

Summary

• Andrew Bressman, Strategic Advisor to Atlantic International Corp., has filed a Schedule 13D disclosing beneficial ownership of 5,946,272 shares of the company's common stock.
• This represents 9.6% of the total 62,241,187 shares issued and outstanding as of January 7, 2025.
• The shares were acquired through two primary mechanisms: 2,436,000 shares received as part of the Amended and Restated Agreement and Plan of Reorganization (Merger Agreement) where IDC Lyneer Investments, LLC became a wholly-owned subsidiary of Atlantic International Corp. on June 18, 2024.
• An additional 3,570,272 shares were obtained on November 21, 2024, through the exercise of Restricted Stock Units (RSUs) awarded under his Consulting Agreement with SAB Management LLC.
• Mr. Bressman's principal business is to serve as Strategic Advisor to the Issuer.
• He has no present plan or proposal for actions such as changes in control, liquidation, or major corporate transactions.

Sentiment

Score: 7

Explanation: The disclosure of a significant ownership stake by a strategic advisor, particularly following a merger, generally indicates alignment of interests and confidence in the company's future. The absence of negative disclosures or legal issues for the reporting person is also positive. However, it's a factual disclosure, not a performance report, so the sentiment is moderately positive due to the implied commitment.

Positives

• A key strategic advisor, Andrew Bressman, has a significant ownership stake of 9.6% in Atlantic International Corp., aligning his interests with shareholders.
• The acquisition of shares is tied to a recent merger (IDC Lyneer Investments, LLC becoming a wholly-owned subsidiary) and a consulting agreement, indicating a structured and strategic involvement.
• Andrew Bressman has no record of criminal convictions or civil proceedings related to securities laws in the past five years.

Future Outlook

The filing states that 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, which typically include changes in control, liquidation, or major corporate transactions.

Management Comments

• "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."
• "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."

Industry Context

This Schedule 13D filing indicates a significant ownership stake by a strategic advisor following a recent merger, which is a common occurrence in corporate restructuring and integration phases. It suggests a commitment from key personnel involved in the strategic direction of the newly combined entity.

Management Changes

Legal Proceedings

• The Reporting Person, Andrew Bressman, has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) 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 that resulted in 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 during the past five years.

Related Party Transactions

• Andrew Bressman, through SAB Management LLC (of which he is Manager), entered into a Consulting Agreement with the Issuer.
• Mr. Bressman received shares of common stock pursuant to the Merger Agreement and exercised RSUs under his Consulting Agreement.

Stakeholder Impact

• Shareholders: The disclosure of a significant stake by a strategic advisor may signal confidence and alignment of interests, potentially viewed positively.
• Employees: The merger with IDC Lyneer Investments, LLC and the retention of a strategic advisor suggest ongoing strategic direction and potential stability or changes within the company.

Next Steps

• Continued service of Andrew Bressman as Strategic Advisor to Atlantic International Corp.
• Integration and strategic execution related to the IDC Lyneer Investments, LLC merger.

Key Dates

Recommendation

Keywords

Atlantic International Corp., Andrew Bressman, Schedule 13D, Beneficial Ownership, Strategic Advisor, Common Stock, Merger Agreement, Restricted Stock Units, SEC Filing, Corporate Governance, IDC Lyneer Investments