CIRCW

Circle8 operates in multiple jurisdictions and is subject to labor, employment, tax, and regulatory requirements governing staffing and recruitment activities.
These regulations may include rules related to worker classification, contractor engagement, payroll administration, tax withholding, and social security contributions.
Circle8 maintains internal compliance procedures designed to ensure adherence to applicable laws and regulations in the jurisdictions in which it operates.
Seasonality Demand for staffing services may fluctuate based on economic conditions, client budgeting cycles, and project timing.
However, Lyneer and Circle8 have historically experienced relatively stable demand due to the ongoing need for specialized technology expertise across industries.
Trademarks Lyneer and Circle8 maintain a number of registered trademarks, trade names and service marks in the United States and Europe, respectively.
Circle8 believes that its trademark and trade names, including Swisslinx and Seven Stars have significant value and are materially important to its business.
Employees Lyneer had approximately 300 full-time internal staff as of December 31, 2025.
In addition, Lyneer placed approximately 60,000 engagement professionals and workers (which includes full time engagement professionals) on assignments with clients during 2025.
As described under Item 11 — Executive Compensation — Employment and Board Service Agreements with Guus Franke , certain executives and key employees have executed employment and board service agreements with the Company.
As of December 31, 2025, Circle8 provided access to approximately 16,000 professionals deployed across its client network.
These professionals possess specialized expertise in areas including software development, cloud computing, cybersecurity, data engineering, enterprise architecture, and IT infrastructure management.Circle8’s recruitment capabilities are focused on identifying scarce technology expertise and deploying professionals rapidly into client environments where specialized technical capabilities are required.
As a workforce solutions provider, Circle8’s ability to attract, retain, and deploy highly skilled technology professionals is critical to its business model.
Circle8 employs recruitment specialists and operational personnel across its operating companies and maintains relationships with a large network of independent professionals.
Circle8 focuses on building long-term relationships with technology professionals and providing opportunities to work on complex digital transformation programs across a range of industries.
Circle8 primarily operates in Europe, with significant operations in the Netherlands, Belgium, Luxembourg, Switzerland, and Germany, as well as activities in other European markets.
Circle8 supports multinational clients operating across multiple jurisdictions and regularly deploys professionals in cross-border assignments within Europe.
Circle8 Acquisition Agreement On January 23, 2026, (the “Circle8 Closing Date”), Atlantic International Corp.
(“Atlantic” or the “Company”), completed the acquisition (the “Acquisition”) of Circle8 Group B.V.
(“Circle8”), a company organized under the laws of the Netherlands, pursuant to the terms of the Acquisition Agreement, dated January 22, 2026 (the “Acquisition Agreement”), by and among the Company, Axiom Partners GmbH (“Axiom”) and Circle8.
Capitalized terms used herein, but not otherwise defined, have the meaning ascribed to such terms in the Acquisition Agreement, a copy of which has been filed with the SEC on Form 8-K filed on January 28, 2026.
Atlantic acquired 100% of the equity of Circle8 from Axiom.
Atlantic will be the accounting acquirer for this transaction.
The acquisition will be accounted for as a business combination using the acquisition method of accounting under ASC 805.
The accounting impact of the Acquisition and the results of operations for Circle8 will be included in our consolidated financial statements beginning in the first quarter of 2026.
The allocation of the purchase price to the fair value of the assets acquired and liabilities assumed has not been completed at this time.
The measurement period for purchase price allocation will end no later than twelve months after the acquisition date.
The aggregate consideration delivered to Axiom (the “Purchase Price”) for the Circle8 equity was delivered as follows: (a) Atlantic issued to Guus Franke (or his assignees) 12,516,070 shares of common stock (an acquisition date fair value of $48.3 million based on the Company’s closing share price of $3.86 as of January 23. 2026), par value $0.00001 per share (“Common Stock”) equal to 19.99% of the issued and outstanding shares of Common Stock as of 12:01 a.m. on the Circle8 Closing Date (the “Initial Share Consideration”) in compliance with Nasdaq Listing Rule 5635; and (b) Atlantic issued a convertible promissory note (the “Convertible Note”) to Axiom in the principal amount of $161,961,751.20 convertible into an aggregate of 53,291,744 shares of Common Stock equal to (i) 65,807,814 shares of Common Stock on a Fully Diluted Basis minus (ii) the 19.99% shares (12,516,070) of Common Stock issued to Mr.
Franke as Initial Share Consideration (the “Convertible Note Consideration”).
The 53,291,744 shares of Common Stock is equal to (i) 65,807,814 shares of Common Stock on a Fully Diluted Basis minus (ii) the 19.99% shares (12,516,070) of Common Stock issued to Mr.
The Convertible Note will automatically convert into common shares of the Company upon the approval of the issuance of the shares by the shareholders of the Company.
(c) Additionally, Axiom shall be entitled to an additional bonus (an earnout) of US $2.5 million based on revenue metrics.
In addition to the Purchase Price, Atlantic shall pay to Axiom a one-time Profit Payment equal to the net profit of Circle8 Group Financial Statements for the year ended December 31, 2025.
The Profit Payment shall be paid the earlier of: (i) when there is sufficient funds for Atlantic to pay as determined in good faith by Axiom and Atlantic or (ii) three years from the Circle8 Closing Date.
(d) Atlantic settled certain seller-side acquisition-related costs on behalf of Axiom through the issuance of 4,000,000 shares of Atlantic Common Stock, valued at $15.4 million based on Atlantic's closing stock price of $3.86 per share on the acquisition date, to Axiom's financial advisor.
In addition, in the event there is a forced conversion of the Convertible Promissory Note issued on June 18, 2024, as amended, to IDC Technologies, Inc.
(“IDC”) (as assigned), Atlantic shall increase the number of shares issued to Mr.
Franke (or his assignees) as necessary, so that Mr.
Franke shall receive the Convertible Note Consideration taking into account any shares issued under the Convertible Promissory Note as if the shares were issued prior to the Circle8 Closing Date upon the same formula used to determine the Convertible Note Consideration .
The Acquisition Agreement provides that if Circle8 Group records revenue greater than €600 million for calendar year 2026, Axiom shall be entitled to an additional bonus (an earnout) of US $2.5 million.

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Gone since FY2024

Trademarks Lyneer maintains a number of registered trademarks, trade names and service marks in the United States.
Employees Lyneer had approximately 300 full-time internal staff as of December 31, 2024.
In addition, Lyneer placed approximately 60,000 engagement professionals and workers (which includes full time engagement professionals) on assignments with clients during 2024.
As described under Part III, Item 11 — E xecutive Compensation — Employment and Consulting Agreements , certain executives and key employees have executed employment and consulting agreements with Lyneer.
Risks Related to Lyneer’s Business While Lyneer’s historical financial statements report net losses primarily as a result of its accounting for its acquisition by IDC in August 2021 and in 2024 for transaction costs in connection with the Merger, there can be no assurance of profitability post-Merger.
Atlantic has reported a net loss of $135,479,890 for the year ended December 31, 2024 and net losses of $15,252,020 and $3,221,058 for the years ended December 31, 2023 and 2022, respectively.
The loss for the year ended December 31, 2024, resulted primarily from: (i) selling, general and administrative costs of $45,441,659 due primarily to higher transaction costs related to the Merger, (ii) $43,000,000 of stock based compensation paid to the stockholders of Atlantic Acquisition Corp. for advisory services in connection with the Merger and (iii) $52,047,957 related to a potential settlement for legacy stockholders and stock compensation expense related to third parties as advisors to the Company.
At December 31, 2024, such indebtedness totaled approximately $104,045,357.
The joint indebtedness of Lyneer and IDC is made up of a revolving credit facility and a term loan from their senior lenders and promissory notes that are payable to the two prior owners of Lyneer.
Currently, and until such obligations are either repaid in full or restructured by the lenders to release Lyneer as an obligor on such indebtedness, if IDC cannot, or does not, repay any portion of the debt owed by IDC, Lyneer could be responsible for repaying all of the outstanding obligations and Lyneer’s current operations are not expected to be sufficient to make all of the necessary payments.
Pursuant to an Allocation Agreement dated as of December 31, 2023, IDC agreed with Lyneer to assume responsibility for all payments under the term loan and the promissory notes payable to the two prior owners of Lyneer (the “Assumed Debt”), and all but $42,508,379 that was outstanding under the revolving credit facility as of December 31, 2024.
However, until such time as Lyneer’s joint and several debt obligations are restructured, the agreement of IDC to assume all but Lyneer’s $42,508,379 of the joint indebtedness is being given effect solely for accounting purposes, although Lyneer will remain a joint and several obligor on such indebtedness and will be obligated to pay such indebtedness if IDC does not do so.
In addition, under the Allocation Agreement, IDC and Prateek Gattani, IDC’s Chief Executive Officer and our Chairman of the Board, have agreed for IDC to work with Lyneer to implement a plan to refinance or otherwise satisfy the Assumed Debt and to restructure their revolving credit facility with current credit availability of up to $60,000,000 for which Lyneer is currently jointly and severally liable with IDC so that Lyneer will be obligated for only its portion under the facility.
Lyneer intends to enter into a new revolving credit facility with its current lender or a new lender that will be supportable by Lyneer’s stand-alone borrowing base and is expected to be on terms similar to those of the existing agreement.
It is contemplated that the new credit facility will provide credit availability to Lyneer of up to $60,000,000 and will replace Lyneer’s remaining obligations under the existing revolving credit facility.
However, there can be no assurance that Lyneer will be able to refinance its credit facility or support its continuing indebtedness, to generate revenues sufficient in amount to enable us to pay our indebtedness under the Merger Note, or to repay or refinance any such indebtedness when due.
Lyneer’s failure to comply with its obligations under its existing indebtedness following the Merger, or to repay or refinance such indebtedness when due, including our indebtedness under the Merger Note, would likely have a material adverse impact on our financial condition and long-term viability.
Lyneer will remain jointly and severally liable for the Assumed Debt until such indebtedness is restructured to remove Lyneer as an obligor or such indebtedness is paid in full.
As described in the previous risk factor, notwithstanding the deconsolidation of debt for accounting purposes, Lyneer remains legally jointly and severally liable as a co-borrower with IDC on all loan arrangements for which they are now jointly liable until such time as such loan arrangements are restructured or paid in full.
The assets of Lyneer have been pledged to the senior lender under the revolving credit facility and, in connection with the closing of the Merger, were pledged to the lender under the term loan our equity interests in Lyneer, our sole operating subsidiary, as collateral for the repayment of such loan.
In the event Lyneer or IDC is unable to restructure or repay their joint and several indebtedness, or there occurs any other event of default under the revolving credit facility or the term loan, including, but not limited to, completion of an Initial Capital Raise (as defined), the lenders under the revolving credit facility and the term loan will be able to foreclose upon the equity and assets of Lyneer, which could result in a loss of your investment.
As of the date of this Report, the dates for compliance have passed without being fulfilled; however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer; however, there can be no guarantee that the lenders will continue to work with Lyneer amicably.
Notwithstanding the fact that IDC and Prateek Gattani have agreed to repay the joint and several indebtedness under the Allocation Agreement, IDC has been unable to repay such indebtedness and Lyneer may be required to make such payments.
In such event, IDC would then be required to repay Lyneer for the amounts paid on IDC’s behalf.
The failure of IDC to either restructure the existing joint and several obligations to remove Lyneer as a co-borrower and/or to repay the joint and several indebtedness would be expected to have a material adverse impact on Lyneer’s financial condition and its long-term viability and the market price of our common stock and there is no guarantee that the lenders will continue to work with the Company amicably.
Lyneer has entered into several debt facilities under which it is jointly and severally liable for repayment with IDC.
Lyneer was not in compliance with all of its covenants under its revolving credit facility as of June 30, 2023.
Since July 2023, Lyneer has entered into forbearance agreements with its lenders pursuant to which it received waivers of its existing events of default.
On August 12, 2024, IDC and Lyneer entered into new limited consent and forbearance agreements with the lenders under which the lenders agreed, to waive all existing events of default and to forbear from exercising their rights and remedies and any Initial Capital Raise with respect to such events of default through December 31, 2024.
However, Lyneer was unable to complete an Initial Capital Raise of at least $20 million prior to September 15, 2024.
As of the date of this Report, the dates for compliance have passed without being fulfilled; however, the respective lenders are working with Lyneer and have given no indication that they intend to default Lyneer.
Even if IDC pays in full the term loan and the promissory notes payable to the prior sellers of Lyneer and Lyneer is successful in restructuring its obligations under the revolving credit facilities, there can be no assurance that all conditions subsequent will be satisfied and that Lyneer will be able to comply with all of its obligations under such credit facilities.
See Part II, Item 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Under the forbearance agreements dated August 12, 2024, we were required to seek at least $20 million future financing prior to September 15, 2024, and on or before September 30, 2024, to restructure the outstanding indebtedness that is the subject of such forbearance agreements.
See Part I, Item 3 — Business — Legal Proceedings .
Lyneer’s service revenue increased by $41,235,113, or 10.3%, during the year ended December 31, 2024, as compared to the prior fiscal year.
This increase was was predominately due to the higher revenues from Lyneer’s temporary placement services business due primarily to a strong sales initiative by the Company.
Permanent placement and other services decreased by $846,229, or 18.3%, due to lower permanent job demand as companies cut back on hiring permanent positions.
Lyneer has one client that represented approximately 16% of Lyneer’s 2024 and 2023 revenues, respectively.
No other customer accounted for more than 10% of Lyneer’s revenues in either period.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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