Atlantic International Corp美股招股说明书(2025-12-15版)

ATLANTIC INTERNATIONAL CORP. Shares of Common Stock Shares of Preferred Stock Warrants Subscription Rights Units We may offer from time-to-time shares of our common stock, preferred stock, warrants, subscription rights and units that include anyof these securities. The aggregate initial offering price of the securities sold under this prospectus will not exceed $250,000,000. Wewill offer the securities in amounts, at prices and on terms to be determined at the time of the offering. Our common stock is listed on the Nasdaq Global Market under the symbol “ATLN.” On December 12, 2025, the last reported saleprice prior to the date of this prospectus, of the common stock on the Nasdaq Global Market was $1.53. The Shares may be sold atprevailing market prices or privately negotiated prices or in transactions that are not in the public market. Each time we offer and sell securities, we will provide a supplement to this prospectus that contains specific information about theoffering and the amounts, prices and terms of the securities. The supplement may also add, update or change information contained inthis prospectus with respect to that offering. You should carefully read this prospectus, the applicable prospectus supplement, as wellas the documents incorporated or deemed to be incorporated by reference herein or therein, before you purchase any of our securities. We may offer and sell the securities described in this prospectus and any prospectus supplement to or through one or moreunderwriters, dealers and agents, or directly to purchasers, or through a combination of these methods. These securities also may beresold by selling securityholders. If any underwriters, dealers or agents are involved in the sale of any of the securities, their names andany applicable purchase price, fee, commission or discount arrangement between or among them will be set forth, or will be calculablefrom the information set forth, in an applicable prospectus supplement. See the sections of this prospectus entitled “About thisProspectus” and “Plan of Distribution” for further information. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing the method andterms of the offering of such securities. Investing in our securities is highly speculative and involves a high degree of risk. You should carefully read and consider the“Risk Factors” beginning on page 9 of this prospectus before investing. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. We are an “emerging growth company” and a “smaller reporting company” under the federal securities laws and, as such, we haveelected to comply with certain reduced public company reporting requirements for this prospectus supplement. See “ProspectusSupplement Summary—Implications of Being an Emerging Growth Company and a Smaller Reporting Company.” The date of this prospectus is December 15, 2025. TABLE OF CONTENTS EXPLANATORY NOTEABOUT THIS PROSPECTUSiiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSiiiWHERE YOU CAN FIND MORE INFORMATION, INCORPORATION BY REFERENCEivPROSPECTUS SUMMARY1USE OF PROCEEDS3PLAN OF DISTRIBUTION3DESCRIPTION OF SECURITIES5DESCRIPTION OF COMMON STOCK5DESCRIPTION OF PREFERRED STOCK7DESCRIPTION OF WARRANTS8DESCRIPTION OF RIGHTS10DESCRIPTION OF UNITS11DIVIDEND POLICY12LEGAL MATTERS12EXPERTS12 ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the U.S. Securities and Exchange Commission, or the SEC, usinga “shelf” registration process. Under this shelf registration process, we may sell shares of Common Stock, Preferred Stock (includingconvertible preferred shares), warrants for equity securities, units and subscription rights comprised of any combination thereof fromtime to time in one or more offerings for up to an initial aggregate offering price of $250,000,000. By using a shelf registrationstatement, we may sell securities from time to time and in one or more offerings as described in this prospectus. This prospectusprovides you with a general description of the securities we may offer. Each time that we offer and sell securities, we will provide aprospectus supplement to this prospectus that contains specific information about the securities being offered and sold and the specificterms of that offering. We may also authorize one or more free writing prospectuses to be provided to you that may contain materialinformation relating to these offerings. In each prospectus supplement, we will include the following information: ●the number and type of securities that we propose to sell;●the public offering price;●the names of any underwriters, agents or dealers through or to which the securities will be sold;●any compensation of those underwriters, agents or dea