ATLANTIC INTERNATIONAL CORP.

Previous wording

Comparison of the Three Months Ended March 31, 2025 and 2024:

Current wording

Comparison of the Three and Six Months Ended June 30, 2025 and 2024:

Previous wording

Service revenue, net of discounts, for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Service revenue, net of discounts, for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

Service revenue, net was $102,808,807 and $100,623,212 for the three months ended March 31, 2025 and 2024, respectively, an increase of $2,185,595, or 2.2%. This increase was predominately due to the higher revenues from the Company’s temporary placement services business, which increased $2,153,437 or 2.2% in the three months ended March 31, 2025 as compared to the same period in 2024 due primarily to a strong sales initiative by the Company. Permanent placement and other services increased $32,158 or 3.4% due to strong demand from our current clients.

Current wording

Service revenue, net was $102,896,993 and $104,636,273 for the three months ended June 30, 2025 and 2024, respectively, a decrease of $1,739,280, or 1.7%. This decrease was predominately due to lower revenues from the Company’s temporary placement services business, which decreased $1,864,205 or 1.8% in the three months ended June 30, 2025 as compared to the same period in 2024 due primarily to customers were slower based on economic conditions. Permanent placement and other services increased $124,925 or 16.9% due to strong demand from our current clients.

Previous wording

Gross profit reflects the difference between realized service revenue, net and cost of revenues for providing temporary and permanent placement solutions. Cost of revenue consists primarily of fixed and variable directs costs, including payroll, payroll taxes and employee benefit costs. Cost of revenue and gross profit for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Gross profit reflects the difference between realized service revenue, net and cost of revenues for providing temporary and permanent placement solutions. Cost of revenue consists primarily of fixed and variable directs costs, including payroll, payroll taxes and employee benefit costs. Cost of revenue and gross profit for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

Cost of revenue for the three months ended March 31, 2025 and 2024 was $91,622,685 and $90,157,830, respectively, an increase of $1,464,855 or 1.6%. The increase in cost of revenue was due primarily to higher service revenue, net driven primarily by higher temporary placement services revenue, which increased $2,153,437 or 2.2%. Gross profit for the three months ended March 31, 2025 and 2024 was $11,186,122 and $10,465,382, respectively, an increase of $720,740 or 6.9%. As a percentage of service revenue, net, gross profit was 10.9% and 10.4% for the three months ended March 31, 2025 and 2024, respectively, which increased due to the Company’s initiative to sell higher margin accounts.

Current wording

Cost of revenue for the three months ended June 30, 2025 and 2024 was $91,478,299 and $93,146,627, respectively, a decrease of $1,668,328 or 1.8%. The decrease in cost of revenue was due primarily to lower service revenue, net driven primarily by lower temporary placement services revenue, which decreased $1,864,205 or 1.8%. Gross profit for the three months ended June 30, 2025 and 2024 was $11,418,694 and $11,489,646, respectively, a decrease of $70,952 or 0.6%. As a percentage of service revenue, net, gross profit was 11.1% and 11.0% for the three months ended June 30, 2025 and 2024, respectively, essentially flat quarter over quarter.

Previous wording

Total operating expenses for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Total operating expenses for the three and six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

Selling, general and administrative expenses for the three months ended March 31, 2025 and 2024 were $19,399,479 and $10,341,037, respectively, an increase of $9,058,442, or 87.6%, due primarily to stock compensation expense and higher transaction costs related to the Merger. As a percentage of service revenue, net, selling, general and administrative costs were 18.9% in the three months ended March 31, 2025 as compared to 10.3% in the three months ended March 31, 2024. The increase in selling, general and administrative costs as a percentage of service revenue, net was due primarily to stock compensation expense and higher transaction costs related to the Merger in the three months ended March 31, 2025 compared to the three months ended March 31, 2024.

Current wording

Selling, general and administrative expenses for the three months ended June 30, 2025 and 2024 were $18,870,535 and $18,553,150, respectively, an increase of $317,385, or 1.7%, due primarily to stock compensation expense, a full quarter of expenses incurred as a result of the Merger compared to a partial month, partially offset by lower transaction costs related to the Merger. As a percentage of service revenue, net, selling, general and administrative costs were 18.3% in the three months ended June 30, 2025 as compared to 17.7% in the three months ended June 30, 2024. The increase in selling, general and administrative costs as a percentage of service revenue, net was due primarily to stock compensation expense, a full quarter of expenses incurred as a result of the Merger compared to a partial month, partially offset by lower transaction costs related to the Merger.

Previous wording

Depreciation and amortization expense for the three months ended March 31, 2025 and 2024 was $1,236,389 and $1,259,554, respectively, a decrease of $23,165 or 1.8%, which was slightly lower on a year-over year basis primarily due to more of the Company’s computer software being fully depreciated at the end of 2024.

Current wording

Depreciation and amortization expense for the three months ended June 30, 2025 and 2024 was $1,232,750 and $1,249,054, respectively, a decrease of $16,304 or 1.3%, which was slightly lower on a year-over year basis primarily due to more of the Company’s computer software being fully depreciated at the end of 2024.

Previous wording

Interest expense for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

Interest expense for the three and six months ended June 30, 2025 and 2024 were as follows:

Previous wording

Interest expense for the three months ended March 31, 2025 and 2024 was $1,284,822 and 5,022,230, respectively. The decrease of $3,737,408, or 74.4%, in the three months ended March 31, 2025 compared to the three months ended March 31, 2024 was attributed to the Company deconsolidating the joint and several debt obligations as of the Merger date.

Current wording

Interest expense for the three months ended June 30, 2025 and 2024 was $2,023,960 and $4,000,024, respectively. The decrease of $1,976,064, or 49.4%, in the three months ended June 30, 2025 compared to the three months ended June 30, 2024 was primarily attributed to the Company deconsolidating the joint and several debt obligations as of the Merger date and a lower interest rate of the previous Revolver as compared to the new Revolver entered into on April 29,2025.

Previous wording

Provision for income taxes for the three months ended March 31, 2025 and 2024 were as follows:

Current wording

Provision for income taxes for the three and six months ended June 30, 2025 and 2024 were as follows:

Previous wording

Income tax (expense)/benefit for the three months ended March 31, 2025 and 2024 was $(9,617) and $1,290,595, respectively. The change between the periods was primarily due to the establishment of a valuation allowance on the Company’s deferred tax assets, initially recorded during the fourth quarter of 2024.

Current wording

Income tax (expense)/benefit for the three months ended June 30, 2025 and 2024 was $(9,618) and $17,221,979, respectively. The change between the periods was primarily due to the establishment of a valuation allowance on the Company’s deferred tax assets, initially recorded during the fourth quarter of 2024.

Previous wording

Atlantic’s primary sources of liquidity have historically been cash generated from operations and borrowings under its revolving credit agreement (the “Revolver”). Atlantic’s primary uses of cash are payments to engagement personnel, corporate personnel, related payroll costs and liabilities, operating expenses, capital expenditures, cash interest, cash taxes, and contingent consideration and debt payments. If Atlantic is able to refinance its existing indebtedness as described below, Atlantic believes that the cash generated from operations, together with the borrowing availability under Lyneer’s new ABL credit facility is sufficient to meet its normal working capital needs for at least the 12-month period following the issue date of its financial statements, including investments made, and expenses incurred, in connection with opening new markets throughout the next year. Atlantic’s ability to continue to fund these items may be affected by general economic, competitive and other factors, many of which are outside of Atlantic’s control. If Atlantic’s future cash flow from operations and other capital resources are insufficient to fund its liquidity needs, Atlantic may be forced to obtain additional debt or equity capital or refinance all or a portion of its debt.

Current wording

Atlantic’s primary sources of liquidity have historically been cash generated from operations and borrowings under its previous Revolver. The Company entered into a new revolving credit facility (the “New Revolving Credit Facility”) on April 29, 2025. Atlantic’s primary uses of cash are payments to engagement personnel, corporate personnel, related payroll costs and liabilities, operating expenses, capital expenditures, cash interest, cash taxes, and debt payments. Atlantic believes that the cash generated from operations, together with the borrowing availability under the New Revolving Credit Facility is sufficient to meet its normal working capital needs for at least the 12-month period following the issue date of its financial statements, including investments made, and expenses incurred, in connection with opening new markets throughout the next year. Atlantic’s ability to continue to fund these items may be affected by general economic, competitive and other factors, many of which are outside of Atlantic’s control. If Atlantic’s future cash flow from operations and other capital resources are insufficient to fund its liquidity needs, Atlantic may be forced to obtain additional debt or equity capital or refinance all or a portion of its debt.

Previous wording

In accordance with ASC Topic 205-40, Going Concern, Atlantic evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date the financials are issued. This evaluation includes considerations related to financial and other covenants contained in Atlantic’s credit facilities, as well as Atlantic’s forecasted liquidity. Atlantic has concluded that there is no substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of its condensed consolidated financial statements. On April 29, 2025, the Company closed on a new ABL lender, replacing the current Revolver and converting it into a term loan, with a maturity date of April 29, 2028. The current lender has funded the shortfall of $6,000,000, the IDC portion owed, and IDC and Lyneer entered into a term loan for this amount, plus a $1,000,000 exit fee for the remaining joint and several former ABL lender debt. The previous lenders have acquired IDC’s publicly owned stock of Atlantic International Corp as collateral and intends to sell these shares to pay down the amounts due related to the joint and several debt. See Note 18: Subsequent Events for further information.

Current wording

In accordance with ASC Topic 205-40, Going Concern, Atlantic evaluates whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about its ability to continue as a going concern for one year from the date the financials are issued. This evaluation includes considerations related to covenants contained in Atlantic’s credit facilities, as well as Atlantic’s forecasted liquidity. Atlantic has concluded that there is no substantial doubt about its ability to continue as a going concern for at least one year from the date of issuance of its condensed consolidated financial statements. On April 29, 2025, the Company closed on a new ABL lender, replacing the previous Revolver and converting it into a term loan, with a maturity date of April 29, 2028. On April 29, 2025, the previous BMO Revolver lender has funded the shortfall of $6,000,000, the IDC portion owed, and IDC and Lyneer entered into a term loan for this amount, plus a $1,000,000 exit fee for the remaining joint and several previous ABL lender debt. The previous lenders have acquired IDC’s publicly owned stock of Atlantic International Corp as collateral and intends to sell these shares to pay down the amounts due related to the joint and several debt. See Note 8: Debt for further information.

Previous wording

IDC, Lyneer and Prateek Gattani, IDC’s Chief Executive Officer and then our Chairman of the Board following the Merger, have entered into an Allocation Agreement dated as of December 31, 2023, pursuant to which IDC agreed that, subject to subordination to the taxes as between IDC and Lyneer, in connection with the Merger, the Term Note and the Seller Notes, will either be paid in full or assumed by IDC, and all but $35 million of the Revolver will be paid in full or assumed by IDC, and Lyneer will have no further liability or responsibility for such indebtedness. However, as IDC and Lyneer were unable to obtain the release of Lyneer from the holders of such indebtedness for accounting purposes, with respect to any of such indebtedness that was not repaid by IDC with the Allocation Agreement not being given effect for accounting purposes and Lyneer will remain jointly and severally liable with IDC to such lenders until such time as such joint and several indebtedness is restructured, at which time IDC will be obligated to repay in full all remaining amounts payable under the Term Note and the Seller Notes and will repay or assume all but approximately $35 million under Revolver. In the event IDC does not repay any of this debt and the Company is required to make payments, IDC will be obligated to repay the Company for the amounts paid on IDC’s behalf. Upon the consummation of the Merger, the Company determined that it was no longer probable that IDC would default on its portion of the joint and several obligations and deconsolidated the joint and several debt obligations in the accompanying financial statements.

Current wording

IDC, Lyneer and Prateek Gattani, IDC’s Chief Executive Officer and then our Chairman of the Board following the Merger, have entered into an Allocation Agreement dated as of December 31, 2023, pursuant to which IDC agreed that, subject to subordination to the taxes as between IDC and Lyneer, in connection with the Merger, the Term Note and the Seller Notes, will either be paid in full or assumed by IDC, and Lyneer will have no further liability or responsibility for such indebtedness. However, as IDC and Lyneer were unable to obtain the release of Lyneer from the holders of such indebtedness for accounting purposes, with respect to any of such indebtedness that was not repaid by IDC with the Allocation Agreement not being given effect for accounting purposes and Lyneer will remain jointly and severally liable with IDC to such lenders until such time as such joint and several indebtedness is restructured, at which time IDC will be obligated to repay in full all remaining amounts payable under the Term Note, the Seller Notes the Earnout Notes, along with the term note for the shortfall from the restructuring of the previous revolving credit facility. In the event IDC does not repay any of this debt and the Company is required to make payments, IDC will be obligated to repay the Company for the amounts paid on IDC’s behalf. Upon the consummation of the Merger, the Company determined that it was no longer probable that IDC would default on its portion of the joint and several obligations and deconsolidated the joint and several debt obligations in the accompanying financial statements.

Previous wording

In the Allocation Agreement, IDC and Mr. Gattani have agreed to implement a plan to refinance or otherwise satisfy the joint and several indebtedness. It is expected that the Company will not be legally released from its joint and several obligations with respect to the indebtedness to be assumed by IDC until payment in full of the Merger Note, which originally matured on September 30, 2024. The maturity date of the Merger Note has been extended to March 31, 2026, further extended to March 31, 2027 when the Company entered into an Amended and Restated Convertible Promissory Note. On April 29, 2025, the Company closed on a new ABL lender, replacing the current Revolver, with a maturity date of April 29, 2028. The current lender has funded the shortfall of $6,000,000, the IDC portion owed, and IDC has entered into a term loan for this amount, plus a $1,000,000 exit fee. The certain junior lenders assumed portions of IDC’s publicly owned stock of Atlantic International Corp as collateral and intends to sell these shares their respective joint and several debt. See Note 18: Subsequent Events for further information.

Current wording

In the Allocation Agreement, IDC and Mr. Gattani have agreed to implement a plan to refinance or otherwise satisfy the joint and several indebtedness. It is expected that the Company will not be legally released from its joint and several obligations with respect to the indebtedness to be assumed by IDC until payment in full of the Merger Note, which originally matured on September 30, 2024. The maturity date of the Merger Note has been extended to March 31, 2027 when the Company entered into an Amended and Restated Convertible Promissory Note. On April 29, 2025, the Company closed on a new ABL lender, replacing the previous Revolver, with a maturity date of April 29, 2028. On April 29, 2025, the previous BMO Revolver lender funded the shortfall of $6,000,000, the IDC portion owed, and IDC entered into a term note for this amount, plus a $1,000,000 exit fee. The certain junior lenders assumed portions of IDC’s publicly owned stock of Atlantic International Corp as collateral and intends to sell these shares their respective joint and several debt. See Note 8: Debt for further information.

Previous wording

Cash flows for the three months ended March 31, 2025 and 2024 consisted of the following:

Current wording

Cash flows for the six months ended June 30, 2025 and 2024 consisted of the following:

Previous wording

Cash flows provided by operating activities for the three months ended March 31, 2025 compared to the three months March 31, 2024 was higher primarily due to a decrease in accounts receivable from the prior year end.

Current wording

Cash flows provided by operating activities for the six months ended June 30, 2025 compared to the six months June 30, 2024 was higher primarily due to a decrease in accounts receivable from the prior year end.

Previous wording

Cash used in investing activities for the three months ended March 31, 2025 decreased compared to March 31, 2024 and consisted entirely of purchases of property and equipment.

Current wording

Cash used in investing activities for the six months ended June 30, 2025 decreased compared to June 30, 2024 and consisted entirely of purchases of property and equipment.

Previous wording

Cash used in financing activities decreased for the three months ended March 31, 2025 compared to March 31, 2024 and consisted of borrowings and payments under the Company’s debt arrangements of the Revolver.

Current wording

Cash used in financing activities increased for the six months ended June 30, 2025 compared to June 30, 2024 and consisted of borrowings and payments under the Company’s debt arrangements of the Revolver and the New Revolving Credit Facility.

Previous wording

The Company reassessed its accounting for joint-and-several liabilities under ASC 405-40 as of the Merger date and concluded it is reasonably probable that IDC can repay their portion of the debt allocated per the Allocation Agreement. As a result, the Company deconsolidated it’s joint and several debt obligations.

Current wording

Lyneer and IDC entered into a debt allocation agreement (the “Allocation Agreement”) dated as of December 31, 2023, which specifies and allocates responsibility for repaying (or refinancing) the joint-and-several debts between Lyneer and IDC. The Company reassessed its accounting for joint-and-several liabilities under ASC 405-40 as of the Merger date and concluded it is reasonably probable that IDC can repay their portion of the debt allocated per the Allocation Agreement. As a result, the Company deconsolidated it’s joint and several debt obligations. See Revolver (discussing the previous BMO Revolver), Term, Note, Seller Notes and Earnout Notes below for those joint-and-several debts that are applicable to the Allocation Agreement.

Previous wording

Until April 29, 2025, as described below, the Company maintained the Revolver as a co-borrower with IDC with an available borrowing capacity of up to $60,000,000. The facility was partially used to finance the acquisition of Lyneer by IDC in August 2021, with additional borrowing capacity available under the Revolver to finance Lyneer’s working capital. All of Lyneer’s cash collections and disbursements are currently linked with bank accounts associated with the lender and funded using the Revolver. These borrowings are determined by Lyneer’s availability based on a formula of billed and unbilled accounts receivable as defined in the loan agreement.

Current wording

Until April 29, 2025, as described below, the Company maintained the Revolver as a co-borrower with IDC with an available borrowing capacity of up to $60,000,000. The facility was partially used to finance the acquisition of Lyneer by IDC in August 2021, with additional borrowing capacity available under the Revolver to finance Lyneer’s working capital. All of Lyneer’s cash collections and disbursements were linked with bank accounts associated with the lender and funded using the Revolver. These borrowings were determined by Lyneer’s availability based on a formula of billed and unbilled accounts receivable as defined in the loan agreement.

Previous wording

On April 29, 2025, the Company closed on a new ABL credit facility, replacing the current Revolver, with a maturity date of April 29, 2028. The current lender has funded the shortfall of $6,000,000, the IDC portion owed, and IDC has entered into a term loan for this amount, plus a $1,000,000 exit fee. The current Revolver’s lender has assumed IDC’s publicly owned stock of Atlantic International Corp as collateral and intends to sell these shares to pay down these amounts. See Note 18: Subsequent Events for further information.

Current wording

On April 29, 2025, the Company closed on a new ABL credit facility, replacing the current Revolver, with a maturity date of April 29, 2028. The previous lender funded the shortfall of $6,000,000, the IDC portion owed, and IDC entered into a term loan for this amount, plus a $1,000,000 exit fee. The $6,000,000 term loan and $1,000,000 exit fee are joint-and-several with IDC and is fully covered by the Allocation Agreement with IDC discussed above. The current Revolver’s lender has assumed IDC’s publicly owned stock of Atlantic International Corp as collateral. The interest rate on the New Revolving Credit Facility is calculated as 1.00% per annum above the Prime Rate, but not less than 5.75% per annum. The interest rate as of June 30, 2025 was 8.50% per annum. See Note 8: Debt for further information.

Previous wording

As of March 31, 2025 and December 31, 2024, the total balance on the Revolver was $40,793,199 and $53,983,962, respectively. As of March 31, 2025 and December 31, 2024, the Company recorded a liability of $28,739,104 and $42,508,379, respectively, and IDC owed the remaining $12,054,095 and $11,475,583, respectively. Total available borrowing capacity on the Revolver as of March 31, 2025 was $127,537, net of a $71,683 reserve required on the Revolver. The borrowing base calculation is based on Lyneer’s eligible assets.

Current wording

As of June 30, 2025 and December 31, 2024, the Company recorded a liability of $37,385,643 and $42,508,379, respectively. Total available borrowing capacity on the Revolver as of June 30, 2025 was $7,832,330. The borrowing base calculation is based on Lyneer’s eligible assets.

Previous wording

On August 12, 2024 the Company entered into the Tenth Amendment and with its lender, under which the lender, waived all existing events of default as of the date of the agreement and agreed to forbear from exercising its rights and remedies with respect to such events of default under the Term Note through September 30, 2024. The The Initial Capital Raise milestone and the uplisting milestone dates were subsequently extended to September 30, 2025, or as agreed between the parties.

Current wording

On August 12, 2024 the Company entered into the Tenth Amendment and with its lender, under which the lender, waived all existing events of default as of the date of the agreement and agreed to forbear from exercising its rights and remedies with respect to such events of default under the Term Note through September 30, 2024. The Initial Capital Raise milestone and the uplisting milestone dates were subsequently extended to September 30, 2025, or as agreed between the parties.

Previous wording

On April 28, 2025, the Term Note lender foreclosed on certain amounts of IDC’s stock of Atlantic International Corp. and intends to sell these shares to pay off the Term Note. See Note 18: Subsequent Events for further discussion.

Current wording

On April 28, 2025, the Term Note lender foreclosed on certain amounts of IDC’s stock of Atlantic International Corp. See Note 8: Debt for further information.

Previous wording

Lyneer and IDC did not make the principal and interest payments due July 31, 2023 and October 31, 2023 on the Seller Notes as payments to any other debt holders was prohibited by the administrative agent of the lender under the Revolver.

Current wording

Lyneer and IDC did not make the principal and interest payments due July 31, 2023 and October 31, 2023 on the Seller Notes as payments to any other debt holders was prohibited by the administrative agent of the previous lender under the Revolver and the current Revolver. As provided in the inter-creditor agreement between SLR and the Seller Note holders, Lyneer is prevented from making payments and the Seller Note holder are prevented from accepting payments from Lyneer.

Previous wording

As contingent consideration milestones are met in connection with the Transaction Agreement, Lyneer and IDC can elect to pay the milestone payments in cash or to issue notes payable. During 2022, Lyneer and IDC as co-borrowers have issued nine promissory notes in the aggregate principal amount of $0. Payments on each of the Earnout Notes are due in quarterly installments through their amended maturity date of January 31, 2025 and each note bears an amended stated interest rate of 11.25% per annum. On January 16, 2024, Lyneer and IDC as co-borrowers issued six notes payable with an aggregate value of $6,941,521. Payments on each of the Earnout Notes are due in quarterly installments through their maturity date of January 16, 2026 and each note bears interest at a rate of 6.25% per annum. The Company missed the March 31, 2024 principal and interest payment and the interest rate increased to the default rate of 11.25%.

Current wording

As contingent consideration milestones are met in connection with the Transaction Agreement, Lyneer and IDC can elect to pay the milestone payments in cash or to issue notes payable. During 2022, Lyneer and IDC as co-borrowers have issued nine promissory notes in the aggregate principal amount of $13,494,133. Payments on each of the Earnout Notes are due in quarterly installments through their amended maturity date of January 31, 2025 and each note bears an amended stated interest rate of 11.25% per annum. On January 16, 2024, Lyneer and IDC as co-borrowers issued six notes payable with an aggregate value of $6,941,521. Payments on each of the Earnout Notes are due in quarterly installments through their maturity date of January 16, 2026 and each note bears interest at a rate of 6.25% per annum. The Company missed the March 31, 2024 principal and interest payment and the interest rate increased to the default rate of 11.25%.

Previous wording

From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with St. Laurent Investments LLC amounting to $1,375,000. The Promissory Notes had a one-year term, most recently extended through July 31, 2025 or a later date to be mutually agreed upon. The Promissory Notes bear interest accruing at the rate of 5% per annum, and increased to 10% for the period from August 1, 2024 through July 31, 2025.

Current wording

From April 29, 2019 to April 29, 2020, the Company entered into a series of non-convertible promissory notes (the “Promissory Notes”) with St. Laurent Investments LLC amounting to $1,375,000. The Promissory Notes had a one-year term, most recently extended through July 31, 2025 or a later date to be mutually agreed upon. The Promissory Notes bear interest accruing at the rate of 5% per annum, and increased to 10% for the period from August 1, 2024 through July 31, 2025. The Company is in negotiations with the lender to extend the agreement two years and the lender has waived default.

Previous wording

In connection with the closing of the Merger, we issued to IDC the Merger Note in the principal amount of $35,000,000 that originally matured on September 30, 2024. The Merger Note does not bear interest and is not convertible prior to an event of default under the Merger Note. If an event of default should occur under the Merger Note, the Merger Note will bear interest at the rate of 7% per annum commencing upon the date of such event of default and will be convertible into shares of our common stock at a price per share that equals the lowest daily volume weighted average price per share (VWAP) during the five trading days immediately preceding the date on which the applicable conversion notice is delivered to us, but not less than 80% of the price per share in our Initial Capital Raise, provided, however, that the number of shares of our common stock issuable upon conversion of the Merger Note will not exceed 19.99% of the number of our outstanding shares of common stock without shareholder approval. As we do not believe we will have sufficient liquidity and capital resources to pay the Merger Note in full when due, as well as to restructure our joint and several debt obligations, we believe we will have to sell additional equity or debt securities prior to the maturity date of the Merger Note to pay or refinance the Merger Note when due. However, as Prateek Gattani, our Chairman of the Board following the Merger, is also the Chief Executive Officer and controlling stockholder of IDC, we also believe we will be able to negotiate an extension of the Merger Note if we are unable to pay it in full at maturity. An event of default under the Merger Note may result in an additional event of default under the Revolver and our other indebtedness for borrowed funds.

Current wording

In connection with the closing of the Merger, we issued to IDC the Merger Note in the principal amount of $35,000,000 that originally matured on September 30, 2024. The Merger Note does not bear interest and is not convertible prior to an event of default under the Merger Note. If an event of default should occur under the Merger Note, the Merger Note will bear interest at the rate of 7% per annum commencing upon the date of such event of default and will be convertible into shares of our common stock at a price per share that equals the lowest daily volume weighted average price per share (VWAP) during the five trading days immediately preceding the date on which the applicable conversion notice is delivered to us, but not less than 80% of the price per share in our Initial Capital Raise, provided, however, that the number of shares of our common stock issuable upon conversion of the Merger Note will not exceed 19.99% of the number of our outstanding shares of common stock without shareholder approval. As we do not currently believe we will have sufficient liquidity and capital resources to pay the Merger Note in full when due, as well as to restructure our joint and several debt obligations, we believe we will have to sell additional equity or debt securities prior to the maturity date of the Merger Note to pay or refinance the Merger Note when due. An event of default under the Merger Note may result in an additional event of default under the Revolver and our other indebtedness for borrowed funds.

Previous wording

On April 29, 2025, the Company entered into an Amended and Restated Convertible Promissory Note which extended the maturity date to the earlier of March 31, 2027 or the completion of at least a $40 million capital raise. See Note 18: Subsequent Events for further discussion.

Current wording

On April 29, 2025, the Company entered into an Amended and Restated Convertible Promissory Note which further extended the maturity date to the earlier of March 31, 2027 or the completion of at least a $40 million capital raise. See Note 8: Debt for further information.

Previous wording

Total interest expense is comprised of a cash and non-cash component as described in the debt arrangements described above.

Current wording

Total interest expense is comprised of a cash and non-cash component as described in the debt arrangements described above. Additionally, the Company has incurred interest expense related to an agreement with a professional employer organization (“PEO”) who processes the payroll for the Company, related to the unpaid balance at 1.5% per calendar month.

Previous wording

For the three months ended March 31, 2025 and 2024 total interest expense was $1,284,822 and $5,022,230, respectively. Total cash paid for interest for the three months ended March 31, 2025 and 2024 totaled $1,458,889 and $2,306,490, respectively, with the remaining portion of the interest expense as non-cash due to the PIK interest and change in values of the accrued interest liability and amortization of deferred financing costs.

Current wording

For the three and six months ended June 30, 2025 total interest expense was $2,023,960 and $3,308,782, respectively. For the three and six months ended June 30, 2024 total interest expense was $4,000,024 and $9,022,254 respectively. Interest expense related to the PEO was $838,327 for each of the three and six month periods ended June 30, 2025, and $0 for each of the three and six month periods ended June 30, 2024. Total cash paid for interest for the three and six months ended June 30, 2025 totaled $847,891 and $2,306,780, respectively, and $1,744,605 and $4,051,095 for the three and six months ended June 30, 2024, respectively, with the remaining portion of the interest expense as non-cash due to the paid-in-kind interest and change in values of the accrued interest liability and amortization of deferred financing costs.

Previous wording

The Company has closed on a new ABL lender credit facility on April 29, 2025, replacing its obligations under the current Revolver, with an increased borrowing capacity of up to $70 million. The Company believes the borrowing capacity under this new credit facility and its cash flow from operations will provide sufficient liquidity and capital resources to conduct its planned operations for at least one year.

Current wording

The Company closed on a new ABL lender credit facility on April 29, 2025, replacing its obligations under the previous Revolver, with an increased borrowing capacity of up to $70 million. The Company believes the borrowing capacity under this new credit facility and its cash flow from operations will provide sufficient liquidity and capital resources to conduct its planned operations for at least one year.

Previous wording

LMH was 90% owned by Lyneer’s Chief Financial Officer, James Radvany, and its Chief Executive Officer, Todd McNulty, each of whom owns 44.5% of LMH. On February 28, 2024, LMH exercised its right to put its 10% ownership interest in the Company to IDC. On November 15, 2022, Lyneer and IDC as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of November 15, 2022. On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with total balances of $2,013,041. On the date of the Merger, the Company deconsolidated this debt. Refer to Note 8: Debt for additional information.

Current wording

LMH was 90% owned by Lyneer’s Chief Financial Officer, James Radvany, and its Chief Executive Officer, Todd McNulty, each of whom owns 44.5% of LMH. On February 28, 2024, LMH exercised its right to put its 10% ownership interest in the Company to IDC. On November 15, 2022, Lyneer and IDC as co-borrowers issued Year 1 Earnout Notes to LMH with total balances of $5,127,218. On January 16, 2024, Lyneer and IDC as co-borrowers issued Year 2 Earnout Notes to LMH with total balances of $2,013,041. On the date of the Merger, the Company deconsolidated this debt. Refer to Note 8: Debt for additional information.

Previous wording

Interest expense incurred on the Earnout Notes to LMH totaled $0 and $173,737 for the three months ended March 31, 2025 and 2024, respectively.

Current wording

Interest expense incurred on the Earnout Notes to LMH totaled $0 and $173,737 for the three months ended June 30, 2025 and 2024, respectively and $0 and $347,766 for the six months ended June 30, 2025 and 2024, respectively.

Previous wording

Lyneer and IDC are co-borrowers and are jointly and severally liable for principal and interest payments under the Revolver, the Term Note, the Seller Notes and the Earnout Notes. In the case of certain of those obligations, IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from Lyneer. When interest or principal payments of that nature are made by IDC, Lyneer recognizes interest expense and a payable to IDC, which is removed from Lyneer’s balance sheet upon remittance of the funds to IDC.

Current wording

Lyneer and IDC are co-borrowers and are jointly and severally liable for principal and interest payments under the previous Revolver, the Term Note, the Seller Notes and the Earnout Notes. In the case of certain of those obligations, IDC generally makes certain interest and principal payments to the lenders and collects reimbursement from Lyneer. When interest or principal payments of that nature are made by IDC, Lyneer recognizes interest expense and a payable to IDC, which is removed from Lyneer’s balance sheet upon remittance of the funds to IDC.

Previous wording

As a result of the Merger, the Company is required to file short-term income tax returns for the periods of January 1, 2024 to June 18, 2024 and June 19, 2024 to December 31, 2024. For the first short-period, Lyneer and IDC will file consolidated income tax returns in certain states. In connection with this arrangement the Company has recorded a liability payable to IDC for taxes payable by IDC which represent taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts are determined by determining the Company’s taxable income multiplied by the applicable tax rate. Amounts payable to IDC of this nature amounted to $548,432 as of both March 31, 2025 and December 31, 2024, respectively, and are included in “due to related parties” on the accompanying condensed consolidated balance sheets. For the second short-period ended December 31, 2024, Lyneer will file consolidated income tax returns with Atlantic International Corp.

Current wording

As a result of the Merger, the Company is required to file short-term income tax returns for the periods of January 1, 2024 to June 18, 2024 and June 19, 2024 to December 31, 2024. For the first short-period, Lyneer and IDC will file consolidated income tax returns in certain states. In connection with this arrangement the Company has recorded a liability payable to IDC for taxes payable by IDC which represent taxes attributable to the Company’s operations included on consolidated state and local income tax returns filed by IDC. These amounts are determined by determining the Company’s taxable income multiplied by the applicable tax rate. Amounts payable to IDC of this nature amounted to $548,432 as of both June 30, 2025 and December 31, 2024, respectively, and are included in “due from related parties” and “due to related parties”, respectively, on the accompanying condensed consolidated balance sheets. For the second short-period ended December 31, 2024, Lyneer will file consolidated income tax returns with Atlantic International Corp.

Previous wording

Total amounts payable to IDC, including the above taxes payable to IDC, amounted to $1,379,210 and $2,091,035 as of March 31, 2025, and December 31, 2024, respectively and are included in “due to related parties” on the accompanying condensed consolidated balance sheets. There are no formalized repayment terms.

Current wording

Total amounts receivable from IDC, including the above taxes payable to IDC, amounted to $6,067,963 as of June 30, 2025 and total amounts payable to IDC of $2,091,035 as of December 31, 2024, and are included in “due from related parties” and “due to related parties”, respectively, on the accompanying condensed consolidated balance sheets. There are no formalized repayment terms.

Previous wording

During the three months ended March 31, 2024, Lyneer included $2,550,970 as an expense paid for by IDC and recorded as a deemed capital contribution to Lyneer, of which all related to interest. Additionally, IDC agreed to reimburse certain expenses paid by Lyneer totaling $133,048 also recorded as deemed capital contributions, by reducing the payable balance owed to IDC. Of this amount, $113,548 related to professional fees and $19,500 related to a debt amendment fee.

Current wording

During the six months ended June 30, 2024, Lyneer included $402,500 as an expense paid for by IDC and recorded as a deemed capital contribution to Lyneer, of which all related to interest. Additionally, IDC agreed to reimburse certain expenses paid by Lyneer totaling $631,469 also recorded as deemed capital contributions, by reducing the payable balance owed to IDC. Of this amount, $611,969 related to professional fees and $19,500 related to a debt amendment fee.