Atlantic International Corp 2025年度报告

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549__________________________________________________ FORM 10-K__________________________________________________ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ATLANTIC INTERNATIONAL CORP. (Exact name of registrant as specified in its charter)__________________________________________________ Delaware46-5319744(State or other jurisdiction of Englewood Cliffs NJ07632 (201) 899-4470 (Registrant’s telephone number, including area code) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesNo Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YesNo Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days. YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit and post such files). YesNo 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. Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness ofits internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report. Yes☐No If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded 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). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNo As of April10, 2026, 79,358,271 shares 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 at which thecommon equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s mostrecently completed second fiscal quarter. As of June30, 2025, 58,764,690 shares of common stock, $0.00001 par value, of the registrant were outstanding and 48,373,376 shareswere held by non-affiliates with a market value of $98,197,953, at $2.03 per share. Table of Contents Explanatory NoteiiPART IItem 1Business1Item 1ARisk Factors10Item 1BUnresolved Staff Comments32Item 1CCybersecurity32Item 2Properties32Item 3Legal Proceedings33Item 4Mine Safety Disclosures34PART IIItem 5Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities35Item 6[Reserved]36Item 7Management’s Discussion and Analysis of Financial Condition and Results of Operations37Item 7AQuantitative and Qualitative Disclosures About Market Risk50Item 8Financial Statements and Supplementary Data51Item 9Changes in and Disagreements with Accountants on Accounting and Financial Disclosure93Item 9AControls and Procedures93Item 9BOther Information94Item 9CDisclosure Regarding Foreign Jurisdictions that Prevent Inspections94PART IIIItem 10Directors, Executive Officers and Corporate Governance95Item 11Executive Compensation101Item 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters110Item 13Certain Relationships and Related Transactions, and Director Independence112Item 14Principal Accounting Fees and Services113PART IVItem 15Exhibits and Financial Statement Schedules115Item 16Form 10–K S