SeqLL to merge with Atlantic and Lyneer in reverse merger; sells legacy assets for $1,000

ATLANTIC INTERNATIONAL CORP.

SeqLL will issue ~159.9M shares valued at ~$138M and pay $60M cash to acquire Lyneer, making it wholly owned.
A $75M public offering is planned; $60M of proceeds to fund cash consideration for Lyneer.
Post-merger, only one current SeqLL director remains; five new directors from Atlantic appointed.
SeqLL sells pre-merger assets (IP, contracts, equipment) to SeqLL Omics for $1,000; CEO Jones leads newco.
Closing requires stockholder approval, Nasdaq continued listing, and capital raise; termination date July 31, 2023.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

ATLANTIC INTERNATIONAL CORP. entered into Agreement and Plan of Merger with SeqLL, Inc., SeqLL Merger LLC, Atlantic Acquisition Corp, Atlantic Merger LLC, Lyneer Investments, LLC, IDC Technologies, Inc., Lyneer Management Holdings LLC valued at $60,000,000 in cash (effective 2023-05-29).

Action: entry
Agreement: merger
Counterparty: SeqLL, Inc., SeqLL Merger LLC, Atlantic Acquisition Corp, Atlantic Merger LLC, Lyneer Investments, LLC, IDC Technologies, Inc., Lyneer Management Holdings LLC
Value: $60,000,000 in cash
Effective: 2023-05-29

Exact text from the filing

On May 29, 2023, SeqLL, Inc., a Delaware corporation (the “Company”), SeqLL Merger LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company (“Purchaser Sub”), Atlantic Acquisition Corp, a Delaware corporation (“Atlantic”), Atlantic Merger LLC, a Delaware limited liability company and a majority-owned subsidiary of Atlantic (“Atlantic Merger Sub”), Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer”), IDC Technologies, Inc., a California corporation (“IDC”), and Lyneer Management Holdings LLC, a Delaware limited liability company (“Lyneer Management”), entered into an Agreement and Plan of Merger (the “Merger Agreement”)

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Source: SEC EDGAR

accession 0001213900-23-044473

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