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SEC Comment Letter 0000000000-23-007623 to ATLANTIC INTERNATIONAL CORP. (ATLN)

ATLANTIC INTERNATIONAL CORP.
Date: July 17, 2023 · CIK: 0001605888 · Accession: 0000000000-23-007623

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File numbers found in text: 333-272908

Date
July 17, 2023
Author
Not clearly detected
Form
UPLOAD
Company
ATLANTIC INTERNATIONAL CORP.

Letter

United States securities and exchange commission logo July 17, 2023 Daniel Jones Chief Executive Officer SeqLL, Inc. 3 Federal Street Billerica, MA 01821 Re:SeqLL, Inc. Registration Statement on Form S-1 Filed June 23, 2023 File No. 333-272908 Dear Daniel Jones: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Registration Statement on Form S-1 Filed June 23, 2023 The Offering, page 6 1.We note your disclosure on page 7 that you refer to an "initial offering price." We believe this to be a typo, but please clarify. 2.We note your disclosure that there is no established public market for the Warrants being registered. Please describe the factors considered in determining the exercise price of the warrants. Refer to Item 505(b) of Regulation S-K.

FirstName LastNameDaniel Jones Comapany NameSeqLL, Inc. July 17, 2023 Page 2 FirstName LastName Daniel Jones SeqLL, Inc. July 17, 2023 Page 2 Risk Factors, page 11 3.We note that in your preliminary proxy statement, filed June 5, 2023, you included a risk factor detailing the risks associated with substantial transaction costs in connection with the Merger. Please include this risk factor in this registration statement or explain why it is not material. 4.We note that in your preliminary proxy statement, filed June 5, 2023, you included a risk factor detailing the risks associated with actions taken by SeqLL's officers and directors to increase the likelihood of approval of the Merger having a depressive effect on the price of your common stock. Please include this risk factor in this registration statement or explain why it is not material. 5.We note recent instances of extreme stock price run-ups followed by rapid price declines and stock price volatility seemingly unrelated to company performance following a number of recent public offerings, particularly among companies with relatively smaller public floats. Revise to include a separate risk factor, or supplement an existing risk factor, addressing the potential for rapid and substantial price volatility and discuss the risks to investors when investing in stock where the price is changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly changing value of your stock. Risks Related to this Offering and Ownership of Our Common Stock and Warrants We do not anticipate paying any cash dividends on our common stock in the foreseeable future and, as such, capital appreciation, if any..., page 29 6.We note your disclosure on page 3 that you will be declaring a cash dividend as a requirement of the Merger Agreement. However, your risk factor here states that you "have never declared or paid cash dividends." Please clarify this discrepancy. Make consistent changes under "Dividend Policy," on page 33. General 7.Please see our comments on the Proxy Statement filed June 5, 2023 and apply them here, as applicable. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.

FirstName LastNameDaniel Jones Comapany NameSeqLL, Inc. July 17, 2023 Page 3 FirstName LastName Daniel Jones SeqLL, Inc. July 17, 2023 Page 3 You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551- 3307 if you have questions regarding comments on the financial statements and related matters. Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Eric M. Hellige

Show Raw Text
United States securities and exchange commission logo
July 17, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re:SeqLL, Inc.
Registration Statement on Form S-1
Filed June 23, 2023
File No. 333-272908
Dear Daniel Jones:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S-1 Filed June 23, 2023
The Offering, page 6
1.We note your disclosure on page 7 that you refer to an "initial offering price." We believe
this to be a typo, but please clarify.
2.We note your disclosure that there is no established public market for the Warrants being
registered. Please describe the factors considered in determining the exercise price of the
warrants. Refer to Item 505(b) of Regulation S-K.

 FirstName LastNameDaniel Jones
 Comapany NameSeqLL, Inc.
 July 17, 2023 Page 2
 FirstName LastName
Daniel Jones
SeqLL, Inc.
July 17, 2023
Page 2
Risk Factors, page 11
3.We note that in your preliminary proxy statement, filed June 5, 2023, you included a risk
factor detailing the risks associated with substantial transaction costs in connection with
the Merger. Please include this risk factor in this registration statement or explain why it is
not material.
4.We note that in your preliminary proxy statement, filed June 5, 2023, you included a risk
factor detailing the risks associated with actions taken by SeqLL's officers and directors to
increase the likelihood of approval of the Merger having a depressive effect on the price
of your common stock. Please include this risk factor in this registration statement or
explain why it is not material.
5.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent public offerings, particularly among companies with relatively smaller
public floats. Revise to include a separate risk factor, or supplement an existing risk
factor, addressing the potential for rapid and substantial price volatility and discuss the
risks to investors when investing in stock where the price is changing rapidly. Clearly
state that such volatility, including any stock-run up, may be unrelated to your actual or
expected operating performance and financial condition or prospects, making it difficult
for prospective investors to assess the rapidly changing value of your stock.
Risks Related to this Offering and Ownership of Our Common Stock and Warrants
We do not anticipate paying any cash dividends on our common stock in the foreseeable future
and, as such, capital appreciation, if any..., page 29
6.We note your disclosure on page 3 that you will be declaring a cash dividend as a
requirement of the Merger Agreement. However, your risk factor here states that you
"have never declared or paid cash dividends." Please clarify this discrepancy. Make
consistent changes under "Dividend Policy," on page 33.
General
7.Please see our comments on the Proxy Statement filed June 5, 2023 and apply them here,
as applicable.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameDaniel Jones
 Comapany NameSeqLL, Inc.
 July 17, 2023 Page 3
 FirstName LastName
Daniel Jones
SeqLL, Inc.
July 17, 2023
Page 3
            You may contact Ta Tanisha Meadows at 202-551-3322 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters.  Please contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Eric M. Hellige