Atlantic International Corp 2024年度报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549__________________________________________________ FORM10-K__________________________________________________ xANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2024 OR oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the Transition period from_______ to _______Commission file number001-40760__________________________________________________ ATLANTIC INTERNATIONAL CORP. (Exact name of registrant as specified in its charter)__________________________________________________ Delaware46-5319744(State or other jurisdiction of incorporation or organization)(I.R.S. EmployerIdentification No.) Englewood CliffsNJ07632 (201)899-4470 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each ClassTrading Symbol(s)Name of Each Exchange on Which RegisteredCommon StockATLNThe Nasdaq Global Market Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNox Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesoNox Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),and (2) has been subject to such filing requirements for the past 90 days.YesxNoo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit and post such files).YesxNoo Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report. Yes☐Nox If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).o Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNox As of March24, 2025,62,415,686shares of the common stock, $0.00001 par value, of the registrant were outstanding. State the aggregate market value of the voting and non-voting equity held by non-affiliates computed by reference to the price atwhich the common equity was last sold, or the average bid and asked price of such common equity , as of the last business day of theregistrant’s most recently completed second fiscal quarter. As of June28, 2024, 44,024,715 shares of common stock, $0.00001 par value, of the registrant were outstanding and 9,831,152 shareswere held by non-affiliates with a market value of $58,986,912, at $6.00 per share. Table of Contents Explanatory NoteiiPART IItem 1Business1Item 1ARisk Factors7Item 1BUnresolved Staff Comments21Item 1CCybersecurity22Item 2Properties22Item 3Legal Proceedings22Item 4Mine Safety Disclosures23PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities24Item 6[Reserved]24Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations25Item 7AQuantitative and Qualitative Disclosures About Market Risk36Item 8Financial Statements and Supplementary Data37Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75Item 9AControls and Procedures75Item 9BOther Information75Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections76PART