SEC Comment Letter 0000000000-23-009373 to ATLANTIC INTERNATIONAL CORP. (ATLN)
ATLANTIC INTERNATIONAL CORP.
Date: Aug. 25, 2023 · CIK: 0001605888 · Accession: 0000000000-23-009373
AI Filing Summary & Sentiment
File numbers found in text: 333-272908
Letter
United States securities and exchange commission logo August 25, 2023 Daniel Jones Chief Executive Officer SeqLL, Inc. 3 Federal Street Billerica, MA 01821 Re:SeqLL, Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed August 15, 2023 File No. 333-272908 Dear Daniel Jones: We have reviewed your amended 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. Unless we note otherwise, our references to prior comments are to comments in our July 17, 2023 letter. Amendment No. 1 to Registration Statement on Form S-1 Cover Page 1.We note that you have failed to maintain a minimum bid price for your Nasdaq listing. Please revise the third paragraph of the prospectus cover page to clarify whether this offering is contingent upon your continued listing on Nasdaq. Additionally, please include a cross-reference to the applicable risk factor on page 13 which discusses your current Nasdaq listing status. Last of all, please revise the prospectus summary to include a discussion of this issue.
FirstName LastNameDaniel Jones Comapany NameSeqLL, Inc. August 25, 2023 Page 2 FirstName LastName Daniel Jones SeqLL, Inc. August 25, 2023 Page 2 Business Lyneer Service Offerings, page 69 2.Please revise the disclosure of when customers are typically invoiced and the payment terms to agree with the disclosure on page 53. Note 3: Summary of Significant Accounting Policies Liquidity, page F-7 3.We note the company is in negotiations with the lender and considering other remedies within a Forbearance Agreement to cure the covenant violations of the Revolver. We also note the non-payment of the over-advance impacted the company's ability to make other debt payments. Please tell us how you determined it is not probable that any other covenant violations will occur in subsequent interim periods and that non-current classification as of June 30, 2023 is appropriate. Please reference ASC 470 in your response. Financial Statements Notes to the Consolidated Financial Statements as of June 30, 2023 Note 8: Debt Revolver, page F-12 4.We note The Third Amendment to the Revolver required a $375,000 amendment fee. Given this additional amount of payment, please tell us how you determined the amendment qualified as a debt modification and not as a debt extinguishment under the guidance in ASC 470-50-40-6 through 12. 2023 Amendment to Seller and Earnout Notes, page F-14 5.We note the Omnibus Amendment to the Seller and Earnout Notes changed the interest rate for all remaining payments to 11.25% per annum from 6.25%. Please tell us how you determined the amendment qualified as a debt modification and not as a debt extinguishment under the guidance in ASC 470-50-40-6 through 12. General 6.We note your disclosure on page F-18 that Lyneer is in default under its Revolver and Term Loan. We also note the applicable risk factors on page 21. Please revise the prospectus summary to include a discussion of this issue to include Lyneer's current liquidity situation and its plans to cure any defaults.
FirstName LastNameDaniel Jones Comapany NameSeqLL, Inc. August 25, 2023 Page 3 FirstName LastName Daniel Jones SeqLL, Inc. August 25, 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
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United States securities and exchange commission logo
August 25, 2023
Daniel Jones
Chief Executive Officer
SeqLL, Inc.
3 Federal Street
Billerica, MA 01821
Re:SeqLL, Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed August 15, 2023
File No. 333-272908
Dear Daniel Jones:
We have reviewed your amended 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. Unless we note
otherwise, our references to prior comments are to comments in our July 17, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-1
Cover Page
1.We note that you have failed to maintain a minimum bid price for your Nasdaq listing.
Please revise the third paragraph of the prospectus cover page to clarify whether this
offering is contingent upon your continued listing on Nasdaq. Additionally, please
include a cross-reference to the applicable risk factor on page 13 which discusses your
current Nasdaq listing status. Last of all, please revise the prospectus summary to include
a discussion of this issue.
FirstName LastNameDaniel Jones
Comapany NameSeqLL, Inc.
August 25, 2023 Page 2
FirstName LastName
Daniel Jones
SeqLL, Inc.
August 25, 2023
Page 2
Business
Lyneer Service Offerings, page 69
2.Please revise the disclosure of when customers are typically invoiced and the payment
terms to agree with the disclosure on page 53.
Note 3: Summary of Significant Accounting Policies
Liquidity, page F-7
3.We note the company is in negotiations with the lender and considering other remedies
within a Forbearance Agreement to cure the covenant violations of the Revolver. We also
note the non-payment of the over-advance impacted the company's ability to make other
debt payments. Please tell us how you determined it is not probable that any other
covenant violations will occur in subsequent interim periods and that non-current
classification as of June 30, 2023 is appropriate. Please reference ASC 470 in your
response.
Financial Statements
Notes to the Consolidated Financial Statements as of June 30, 2023
Note 8: Debt
Revolver, page F-12
4.We note The Third Amendment to the Revolver required a $375,000 amendment fee.
Given this additional amount of payment, please tell us how you determined the
amendment qualified as a debt modification and not as a debt extinguishment under the
guidance in ASC 470-50-40-6 through 12.
2023 Amendment to Seller and Earnout Notes, page F-14
5.We note the Omnibus Amendment to the Seller and Earnout Notes changed the interest
rate for all remaining payments to 11.25% per annum from 6.25%. Please tell us how you
determined the amendment qualified as a debt modification and not as a debt
extinguishment under the guidance in ASC 470-50-40-6 through 12.
General
6.We note your disclosure on page F-18 that Lyneer is in default under its Revolver and
Term Loan. We also note the applicable risk factors on page 21. Please revise the
prospectus summary to include a discussion of this issue to include Lyneer's current
liquidity situation and its plans to cure any defaults.
FirstName LastNameDaniel Jones
Comapany NameSeqLL, Inc.
August 25, 2023 Page 3
FirstName LastName
Daniel Jones
SeqLL, Inc.
August 25, 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