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Atlantic International Corp美股招股说明书(2026-05-27版)

2026-05-27 美股招股说明书 测试专用号2高级版
报告封面

PROSPECTUS SUPPLEMENT Filed Pursuant to Rule 424(b)(3)Registration Statement No. 333-291991 4,000,000 Shares of Common Stock ATLANTIC INTERNATIONAL CORP This prospectus supplement and accompanying prospectus relates to the offering of 4,000,000 shares (the “Shares”) of common stock,par value $0.00001 per share (“Common Stock”) of Atlantic International Corp, a Delaware corporation (the “Company”) to E.F.Hutton & Co., LLC or its permitted transferees (the “Stockholder”). The shares of Common Stock offered hereby (the “Shares) arebeing issued to the Stockholder pursuant to an Exclusive Financial Advisor letter agreement dated February 4, 2026. Our Common Stock is listed on the Nasdaq Global Market under the symbol “ATLN.” On May 26, 2026, the last reported sale priceprior to the date of this prospectus supplement, of the Common Stock on the Nasdaq Global Market was $1.37. You should carefully read this prospectus supplement, as well as the documents incorporated or deemed to be incorporated byreference herein or therein, before you purchase any of our securities. Other than the Stockholder, there are no underwriters, dealersand agents participating in this offering. 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 S-5 of this prospectus supplement before investing. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of thesesecurities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminaloffense. The date of this prospectus supplement is May 27, 2026. TABLE OF CONTENTS Page No.ABOUT THIS PROSPECTUS SUPPLEMENTS-iiCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSS-iiiWHERE YOU CAN FIND MORE INFORMATION;INCORPORATION BY REFERENCES-ivPROSPECTUS SUPPLEMENT SUMMARYS-1RISK FACTORSS-5USE OF PROCEEDSS-15MARKET PRICE OF OUR COMMON STOCKS-15PLAN OF DISTRIBUTIONS-16DESCRIPTION OF SECURITIES OFFERED HEREBYS-17DIVIDEND POLICYS-19SHARES ELIGIBLE FOR FUTURE SALES-19DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACTLIABILITIESS-20MATERIAL CHANGESS-20LEGAL MATTERSS-20EXPERTSS-20 Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers or personscontrolling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities andExchange Commission such indemnification is against public policy as expressed in the Act and is therefore unenforceable. No material changes in the Company’s affairs have occurred since December 31, 2025, which have not been described in a report onForm 10-Q or Form 8-K filed under the Exchange Act. ABOUT THIS PROSPECTUS SUPPLEMENT You should rely only on this prospectus supplement, the documents incorporated or deemed to be incorporated by reference herein ortherein, and any free writing prospectus supplement prepared by us or on our behalf. We have not authorized anyone to provide youwith information different than that contained or incorporated by reference into this prospectus supplement and any free writingprospectus supplement that we have authorized for use in connection with this offering (this “Offering”). We take no responsibility for,and can provide no assurance as to the reliability of, any other information that others may give you. You should assume that theinformation appearing in this prospectus supplement, the documents incorporated by reference herein, and in any free writingprospectus supplement that we have authorized for use in connection with this Offering is accurate only as of the date of thoserespective documents. Our business, financial condition, results of operations and prospects may have changed since those dates. Youshould read this prospectus supplement, the documents incorporated by reference herein, and any free writing prospectus supplementthat we have authorized for use in connection with this Offering in their entirety before making an investment decision. You also should read and consider the information in the documents to which we have referred you in the section of this prospectussupplement entitled “Where You Can Find More Information; Incorporated by Reference” and the sections of the accompanyingprospectus entitled “Where You Can Find More Information; Incorporation by Reference”. This prospectus supplement and accompanying prospectus form a part of registration statements on Form S-3 that we filed with theSecurities and Exchange Commission (the “Commission”) utilizing a “shelf” registration process. This document contains two parts.The first part consists of this prospectus supplement, which provides you with specific information about this offering. The secondpart, the accompanying prospectus, provides more general information, some of which may not apply to this offer