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Correspondence 0001213900-23-055952 from ATLANTIC INTERNATIONAL CORP. (ATLN)

ATLANTIC INTERNATIONAL CORP.
Date: July 10, 2023 · CIK: 0001605888 · Accession: 0001213900-23-055952

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File numbers found in text: 001-40760

Referenced dates: July 3, 2023

Date
July 10, 2023
Author
Not clearly detected
Form
CORRESP
Company
ATLANTIC INTERNATIONAL CORP.

Letter

ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

July 10, 2023

VIA EDGAR

Ms. Tanisha Meadows

Ms. Theresa Brillant

Mr. Nicholas Nalbantian

Ms. Mara Ransom

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Re: SeqLL Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 001-40760

Ladies and Gentlemen:

On behalf of our client, SeqLL Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules promulgated thereunder, set forth below are responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter dated July 3, 2023 (the “Comment Letter”) relating to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”) filed by the Company on June 5, 2023. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in italics below. Capitalized terms used and otherwise not defined herein shall have the meanings assigned to such terms in the Preliminary Proxy Statement.

Concurrently with the filing of this letter, the Company is filing, via EDGAR submission, Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) reflecting, as appropriate, the responses to the Staff’s comments contained herein. References to page numbers below (other than those in the Staff’s comments in italics) are to the appropriate pages of Amendment No. 1.

Securities and Exchange Commission

July 10, 2023

Page 2

The Company has asked us to convey the following responses to the Staff:

Preliminary Proxy on Schedule 14A, Filed June 5, 2023

Q: What is the value of the Merger consideration?, page 2

1. We note your disclosure here describing the total consideration for the Merger being $60,000,000 in cash and 159,866,898 in shares of SeqLL common stock. We also note that as part of this proxy you are asking for approval for a 30 to 1 reverse stock split. Please clarify the disclosure in this section to make clear where in the sequence of the reverse stock split and the increase in authorized common stock this total falls, such that shareholders may better compare the proposed Merger consideration to their own holdings.

Response: As requested by the Staff, the Company has revised the response to the inquiry “What is the value of the Merger consideration?” on page 2 of Amendment No. 1 to clarify the sequence of the proposed reverse stock split relative to the Capital Raise and the closing of the Merger.

Risks Related to the Merger Proposal

The merger is subject to a number of conditions, page 17

2. We note your disclosure on pages 92 and F-6 that Nasdaq has provided you with notice that SeqLL is not in compliance with the minimum bid price requirement. Please disclose the risk here, or in a standalone risk factor, that should you be unable to satisfy Nasdaq’s requirements in the allotted time, Nasdaq may delist SeqLL’s common stock and disclose the consequences of any delisting. We note that continued listing is a condition of the Merger; clarify whether this condition may be waived by either or both parties.

Response: As requested by the Staff, the Company has revised the disclosure in the risk factor relating to the Company’s compliance with Nasdaq’s minimum bid price requirement on page 20 of Amendment No.1 to update the disclosure for recent events and to clarify that the continued Nasdaq listing of the Company’s securities is a condition to the closing of the Merger that may be waived by the parties, although it is unlikely to be waived.

Securities and Exchange Commission

July 10, 2023

Page 3

The Merger will result in changes to SeqLL’s board of directors and management that may affect the strategy and operations..., page 20

3. We note that following the merger, only David Pfeffer will remain from the current SeqLL board. Please include this disclosure, either here or in a standalone risk factor, that post-merger the majority of your officers and directors will have no or limited experience managing a public company which is required to establish and maintain disclosure controls and procedures and internal control over financial reporting.

Response: While the Staff is correct in noting that only David Pfeffer will remain from the current SeqLL board, the Company believes the risk factor relating to the changes in the Company’s management and board of directors, as set out on page 21 of Amendment No. 1, should not be changed in response to this comment as it concerns the possible change in the strategy and operations of the public company and does not address the risk the Staff has stated regarding the ability of the new board to establish and maintain disclosure controls and procedures and internal control over financial reporting for the post-Merger public company.

With regard to the Staff’s concern that the post-Merger management and board does not have the required experience in establishing and maintaining disclosure controls and procedures for a public company, the Company believes the experience of the persons who will assume control of the management of the post-Merger company, as set forth in the management biographies under the caption “Directors and Executive Officers Following the Merger” on page 149 of Amendment No. 1, qualifies such persons to establish and maintain disclosure controls and procedures for the post-Merger company, as follows:

· Robert Machinist: formerly CEO and Chairman of the Board of Troika Media Group (Nasdaq: TRKA) (“Troika”); Vice Chairman of Pyrolyx A.G.(ASX:PLX); Chairman of CIFC Corp.(Nasdaq: CIFC); a board member of ECD Autodesign (Nasdaq: ECDA, pending); and managing director and head of investment banking of Bank of New York and its capital markets division.

· Jeffrey Jagid: formerly a director, Chairman and Chief Executive Officer of ThinkEco Inc.; Chairman and Chief Executive Officer of I.D. Systems, Inc. (Nasdaq: IDSY).

· Christopher Broderick: formerly Chief Operating Officer and Chief Financial Officer of Troika.

· Michael Tenore: formerly General Counsel and Vice President of Regulatory Affairs of Troika; and General Counsel at RNK, Inc.

· Jeffrey Kurtz: formerly a director of Troika.

Together with Mr. Pfeffer, four of the six executive officers and members of the post-Merger board of directors of the Company have experience as senior management or as a member of the board of directors of a public company. As a result, the Company believes a statement indicating that the majority of the post-Merger executive officers and board member have no experience managing a public company that is required to establish and maintain disclosure controls and procedures and internal control over financial reporting, would not be factually accurate. The Company does not believe a separate risk factor is required in response to this comment.

SeqLL stockholders will experience immediate dilution…, page 23

4. Elaborate upon this risk factor to discuss in greater detail the additional risks of dilution from the Capital Raise, by providing an estimated number of shares that may be issued in such transaction, as well as the risks of the Stock Distribution.

Response: As requested by the Staff, the Company has revised the disclosure in the risk factor relating to the dilution to be experienced by the current stockholders of the Company as a result of the closings of the Merger and the Capital Raise and the related Stock Distribution on page 23 of Amendment No.1 to include estimates of the numbers of shares of the Company’s common stock to be issued in such transactions, as well as the percentage ownerships of the Company’s common stock by the Company’s pre-Merger stockholders, the Sellers in the Merger and the investors in the Capital Raise following such transactions.

Risks Related to Lyneer’s Business, page 26

5. Revise to include a risk factor that quantifies the amount of debt Lyneer currently has outstanding and the repayment terms associated with such debt. Explain how Lyneer intends to repay such amounts when due, and any risks associated with failure to repay such debt, considering the historical failure of Lyneer to make certain payments due under the Seller and Earnout Notes.

Response: As requested by the Staff, the Company has added a risk factor on page 30 of Amendment No. 1 reflecting the risks relating to(i) the amount of Lyneer’s outstanding indebtedness and the repayment terms of such indebtedness, (ii) Lyneer’s plans for the repayment of such indebtedness and (iii) the risks associated with the non-payment of such indebtedness.

Securities and Exchange Commission

July 10, 2023

Page 4

Lyneer faces risks associated with litigation and claims., page

6. We note your disclosure here that Lyneer is subject to a number of lawsuits and class action lawsuits. Please provide some additional details as to the nature and potential size of these lawsuits and class action lawsuits. In addition, please also include a “legal proceedings” sub-section to the “Information About Lyneer” section consistent with Item 102 of Regulation S-K.

Response: As requested by the Staff, the Company has revised the risk factor relating to Lyneer litigation on page 27 of Amendment No. 1 to provide additional details regarding the nature of the claims. In addition, the Company has revised the disclosure under the caption “Information About Lyneer” to add a subsection on page 146 of Amendment No. 1 describing its material litigation as required by Item 102 of Regulation S-K.

Lyneer has customer concentration, page 28

7. Revise to clarify the terms of any agreement Lyneer has with this customer, including the duration.

Response: As requested by the Staff, the Company has added disclosure to the risk factor regarding Lyneer’s customer concentration on page 28 of Amendment No. 1 to provide the principal terms, including the duration, of its agreement with this customer.

Lyneer Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

Comparison of the Years Ended December 31, 2022 and 2021:, page

8. We note your aggregation for the results of operations of the Successor period from August 31, 2021 to December 31, 2021 with those of the Predecessor period from January 1, 2021 to August 30, 2021. Please tell us how you determined it is appropriate to combine these results as your current discussion combines two different bases of accounting. Please advise or revise your discussion.

Response: As requested by the Staff, the Company has revised its disclosures on pages 34-35 of Amendment No. 1 to (i) clarify why management believes that key performance metrics for the Successor periods, when combined with the Predecessor periods, provide more meaningful comparisons to other periods and are useful in identifying business trends, (ii) include a reconciliation of the Successor and Predecessor periods where applicable, and (iii) clearly disclose the combined results as “Non-GAAP Combined.”

9. Please quantify the extent to which changes in service revenue are attributable to changes in prices or to change in the volume of services being sold. Refer to Item 303(b)(2)(iii) of Regulation S-K.

Response: As requested by the Staff, the Company has revised the disclosures on page 35 of Amendment No. 1 to quantify the extent to which changes in service revenue are attributable to changes in prices or to changes in the volume of services being sold in according to Item 303(b)(2)(iii) of Regulation S-K

Adjusted EBITDA, page 34

10. We note the adjustments for “severance and salary reductions for staff positions eliminated and not replaced” to arrive at the non-GAAP measure Adjusted EBITDA. Please tell us more about the reduction in force that occurred in the year ended December 31, 2022 and the three months ended March 31, 2023. Additionally, tell us how the adjustments are in compliance with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (C&DI’s).

Response: As requested by the Staff, the Company has enhanced its disclosures regarding Adjusted EBITDA on pages 37-38 of Amendment No. 1 to arrive at the non-GAAP measure of adjusted EBITDA. The Company and Lyneer view these severance costs as being non-recurring in nature resulting from the ongoing COVID-19 pandemic based on the industry in which the Company operates, and believes its position is consistent with Question 100.01 of the Staff’s C&DI on non-GAAP Financial Measures. Lyneer believes these severance costs are not normal operating expenses and do not occur repeatedly or occasionally, including at irregular intervals, and therefore are appropriate non-GAAP adjustments. The pandemic-related expenses incurred by Lyneer represented incremental charges through March 31, 2023, and Lyneer believes that excluding the impact of these Covid-19 pandemic-related costs on its operating results provides information that is meaningful to investors and is not misleading.

Securities and Exchange Commission

July 10, 2023

Page 5

11. We note litigation costs as an adjustment to arrive at the non-GAAP measure Adjusted EBITDA. Please tell us how the adjustment is in compliance with the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (C&DI’s).

Response: The Company respectfully acknowledges the Staff’s comment and have removed litigation costs to arrive at non-GAAP Adjusted EBITDA on page 38 of Amendment No. 1.

Liquidity and Capital Resources, page 38

12. Please revise your disclosure to provide a comparative analysis of changes in the reported amount in each operating, investing and financing cash flows from period to period. Refer to Item 303(b) of Regulation S-K for guidance regarding material changes.

Response: As requested by the Staff, the Company has revised the discussion under the caption “Liquidity and Capital Resources” on page 40 of Amendment No. 1 to provide a comparative analysis of the changes from period to period in the reported amounts of operating, investing and financing cash flows.

Revolver, page 39

13. We note your disclosure that Lyneer maintains a revolver with IDC of $125 million. However, on page 40 you disclose that as of March 31, 2023 the balance of the revolver was $66,060,944 and the available borrowing capacity as of the same date was $18,316,513. Clarify, if true, that this amount excludes a portion of the amount due under the revolver that IDC has agreed to pay and quantify this amount, with a view to explaining the difference in the amounts you disclose here and the total capacity of $125 million.

Response: As requested by the Staff, the Company has updated its disclosures regarding the Revolver on page 40 of Amendment No. 1 to include a reconciliation of between the $125 million revolving line of credit and the amounts recorded as a liability on Lyneer’s balance sheet as of December 31, 2022 and March 31, 2023. As of both balance sheet dates, the residual difference of the $125 million revolver between the $66,060,944 liability that was recorded by Lyneer and borrowing base capacity represented the portion of the outstanding revolver facility that IDC has agreed to pay and is responsible for.

Proposal I: The Merger Proposal, page 64

14. In an appropriate place in your disclosure, revise to provide a graphical depiction of the merger and related transactions discussed in the proxy statement and depict the ownership interests of each entity before and after the transactions.

Show Raw Text
CORRESP
1
filename1.htm

ERIC M. HELLIGE

Partner

DIRECT TEL: 212-326-0846

FAX: 212-326-0806

ehellige@pryorcashman.com

July 10, 2023

VIA EDGAR

Ms. Tanisha Meadows

Ms. Theresa Brillant

Mr. Nicholas Nalbantian

Ms. Mara Ransom

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

 Re: SeqLL Inc.

Preliminary Proxy Statement on Schedule 14A

File No. 001-40760

Ladies and Gentlemen:

On behalf of our client, SeqLL Inc., a Delaware
corporation (the “Company”), and pursuant to the applicable provisions of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), and the rules promulgated thereunder, set forth below are responses to the comments of the staff (the
“Staff”) of the Securities and Exchange Commission (the “SEC”) contained in your letter dated July 3, 2023 (the
“Comment Letter”) relating to the Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”)
filed by the Company on June 5, 2023. The headings and numbered paragraphs of this letter correspond to the headings and paragraph numbers
contained in the Comment Letter. To facilitate the Staff’s review, we have reproduced the text of the Staff’s comments in
italics below. Capitalized terms used and otherwise not defined herein shall have the meanings assigned to such terms in the Preliminary
Proxy Statement.

Concurrently with the filing of this letter, the
Company is filing, via EDGAR submission, Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) reflecting,
as appropriate, the responses to the Staff’s comments contained herein. References to page numbers below (other than those in the
Staff’s comments in italics) are to the appropriate pages of Amendment No. 1.

Securities and Exchange Commission

July 10, 2023

Page 2

The Company has asked us to convey the following
responses to the Staff:

Preliminary Proxy on Schedule 14A, Filed June 5, 2023

Q: What is the value of the Merger consideration?, page 2

1. We note your disclosure here describing the total consideration for the Merger being $60,000,000 in cash and 159,866,898 in shares
of SeqLL common stock. We also note that as part of this proxy you are asking for approval for a 30 to 1 reverse stock split. Please clarify
the disclosure in this section to make clear where in the sequence of the reverse stock split and the increase in authorized common stock
this total falls, such that shareholders may better compare the proposed Merger consideration to their own holdings.

 Response: As requested by the Staff, the Company has revised the response to
the inquiry “What is the value of the Merger consideration?” on page 2 of Amendment No. 1 to clarify the sequence of the proposed
reverse stock split relative to the Capital Raise and the closing of the Merger.

Risks Related to the Merger Proposal

The merger is subject to a number of conditions, page 17

2. We note your disclosure on pages 92 and F-6 that Nasdaq has provided you with notice that SeqLL is not in compliance with the minimum
bid price requirement. Please disclose the risk here, or in a standalone risk factor, that should you be unable to satisfy Nasdaq’s requirements
in the allotted time, Nasdaq may delist SeqLL’s common stock and disclose the consequences of any delisting. We note that continued listing
is a condition of the Merger; clarify whether this condition may be waived by either or both parties.

    Response:
    As requested by the Staff, the Company has revised the disclosure in the risk factor relating to the Company’s compliance with Nasdaq’s minimum bid price requirement on page 20 of Amendment No.1 to update the disclosure for recent events and to clarify that the continued Nasdaq listing of the Company’s securities is a condition to the closing of the Merger that may be waived by the parties, although it is unlikely to be waived.

Securities and Exchange Commission

July 10, 2023

Page 3

The Merger will result in changes to SeqLL’s board of
directors and management that may affect the strategy and operations..., page 20

3. We note that following the merger, only David Pfeffer will remain from the current SeqLL board. Please
include this disclosure, either here or in a standalone risk factor, that post-merger the majority of your officers and directors will
have no or limited experience managing a public company which is required to establish and maintain disclosure controls and procedures
and internal control over financial reporting.

 Response: While the Staff is correct in noting that only David Pfeffer will remain
from the current SeqLL board, the Company believes the risk factor relating to the changes in the Company’s management and board
of directors, as set out on page 21 of Amendment No. 1, should not be changed in response to this comment as it concerns the possible
change in the strategy and operations of the public company and does not address the risk the Staff has stated regarding the ability of
the new board to establish and maintain disclosure controls and procedures and internal control over financial reporting for the post-Merger
public company.

With regard to the Staff’s concern that the post-Merger management
and board does not have the required experience in establishing and maintaining disclosure controls and procedures for a public company,
the Company believes the experience of the persons who will assume control of the management of the post-Merger company, as set forth
in the management biographies under the caption “Directors and Executive Officers Following the Merger” on page 149 of Amendment
No. 1, qualifies such persons to establish and maintain disclosure controls and procedures for the post-Merger company, as follows:

 · Robert Machinist: formerly CEO and Chairman of the Board of
Troika Media Group (Nasdaq: TRKA) (“Troika”); Vice Chairman of Pyrolyx A.G.(ASX:PLX); Chairman of CIFC Corp.(Nasdaq: CIFC);
a board member of ECD Autodesign (Nasdaq: ECDA, pending); and managing director and head of investment banking of Bank of New York and
its capital markets division.

 · Jeffrey Jagid: formerly a director, Chairman and Chief Executive
Officer of ThinkEco Inc.; Chairman and Chief Executive Officer of I.D. Systems, Inc. (Nasdaq: IDSY).

 · Christopher Broderick: formerly Chief Operating Officer and
Chief Financial Officer of Troika.

 · Michael Tenore: formerly General Counsel and Vice President
of Regulatory Affairs of Troika; and General Counsel at RNK, Inc.

 · Jeffrey Kurtz: formerly a director of Troika.

Together with Mr. Pfeffer, four of the six executive officers and members
of the post-Merger board of directors of the Company have experience as senior management or as a member of the board of directors of
a public company. As a result, the Company believes a statement indicating that the majority of the post-Merger executive officers and
board member have no experience managing a public company that is required to establish and maintain disclosure controls and procedures
and internal control over financial reporting, would not be factually accurate. The Company does not believe a separate risk factor is
required in response to this comment.

SeqLL stockholders will experience immediate dilution…,
page 23

 4. Elaborate upon this risk factor to discuss in greater detail the additional risks of dilution from the Capital Raise, by providing
an estimated number of shares that may be issued in such transaction, as well as the risks of the Stock Distribution.

    Response:
    As requested by the Staff, the Company has revised the disclosure in the risk factor relating to the dilution to be experienced by the current stockholders of the Company as a result of the closings of the Merger and the Capital Raise and the related Stock Distribution on page 23 of Amendment No.1 to include estimates of the numbers of shares of the Company’s common stock to be issued in such transactions, as well as the percentage ownerships of the Company’s common stock by the Company’s pre-Merger stockholders, the Sellers in the Merger and the investors in the Capital Raise following such transactions.

Risks Related to Lyneer’s Business, page 26

    5.
    Revise to include a risk factor that quantifies the amount of debt Lyneer currently has outstanding and the repayment terms associated with such debt. Explain how Lyneer intends to repay such amounts when due, and any risks associated with failure to repay such debt, considering the historical failure of Lyneer to make certain payments due under the Seller and Earnout Notes.

    Response:
    As requested by the Staff, the Company has added a risk factor on page 30 of Amendment No. 1 reflecting the risks relating to(i)  the amount of Lyneer’s outstanding indebtedness and the repayment terms of such indebtedness, (ii) Lyneer’s plans for the repayment of such indebtedness and (iii) the risks associated with the non-payment of such indebtedness.

Securities and Exchange Commission

July 10, 2023

Page 4

Lyneer faces risks associated with litigation and claims., page
27

    6.
    We note your disclosure here that Lyneer is subject to a number of lawsuits and class action lawsuits. Please provide some additional details as to the nature and potential size of these lawsuits and class action lawsuits.  In addition, please also include a “legal proceedings” sub-section to the “Information About Lyneer” section consistent with Item 102 of Regulation S-K.

    Response:
    As requested by the Staff, the Company has revised the risk factor relating to Lyneer litigation on page 27 of Amendment No. 1 to provide additional details regarding the nature of the claims. In addition, the Company has revised the disclosure under the caption “Information About Lyneer” to add a subsection on page 146 of Amendment No. 1 describing its material litigation as required by Item 102 of Regulation S-K.

Lyneer has customer concentration, page 28

7. Revise to clarify the terms of any agreement Lyneer has with this customer, including the duration.

    Response:
    As requested by the Staff, the Company has added disclosure to the risk factor regarding Lyneer’s customer concentration on page 28 of Amendment No. 1 to provide the principal terms, including the duration, of its agreement with this customer.

Lyneer Management’s Discussion and Analysis of Financial
Condition and Results of Operations

Results of Operations

Comparison of the Years Ended December 31, 2022 and 2021:, page
34

8. We note your aggregation for the results of operations of the Successor period from August 31,
2021 to December 31, 2021 with those of the Predecessor period from January 1, 2021 to August 30,
2021. Please tell us how you determined it is appropriate to combine these results as your current discussion combines two different bases
of accounting. Please advise or revise your discussion.

 Response: As requested by the Staff, the Company has revised its disclosures
on pages 34-35 of Amendment No. 1 to (i) clarify why management believes that key performance metrics for the Successor periods, when
combined with the Predecessor periods, provide more meaningful comparisons to other periods and are useful in identifying business trends,
(ii) include a reconciliation of the Successor and Predecessor periods where applicable, and (iii) clearly disclose the combined results
as “Non-GAAP Combined.”

    9.
    Please quantify the extent to which changes in service revenue are attributable to changes in prices or to change in the volume of services being sold. Refer to Item 303(b)(2)(iii) of Regulation S-K.

    Response:
    As requested by the Staff, the Company has revised the disclosures on page 35 of Amendment No. 1 to quantify the extent to which changes in service revenue are attributable to changes in prices or to changes in the volume of services being sold in according to Item 303(b)(2)(iii) of Regulation S-K

Adjusted EBITDA, page 34

10. We note the adjustments for “severance and salary reductions for staff positions eliminated and not replaced” to arrive
at the non-GAAP measure Adjusted EBITDA. Please tell us more about the reduction in force that occurred in the year ended December 31,
2022 and the three months ended March 31, 2023. Additionally, tell us how the adjustments are in compliance with Question 100.01 of the
Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (C&DI’s).

 Response: As requested by the Staff, the Company has enhanced its disclosures
regarding Adjusted EBITDA on pages 37-38 of Amendment No. 1 to arrive at the non-GAAP measure of adjusted EBITDA. The Company and Lyneer
view these severance costs as being non-recurring in nature resulting from the ongoing COVID-19 pandemic based on the industry in which
the Company operates, and believes its position is consistent with Question 100.01 of the Staff’s C&DI on non-GAAP Financial
Measures. Lyneer believes these severance costs are not normal operating expenses and do not occur repeatedly or occasionally, including
at irregular intervals, and therefore are appropriate non-GAAP adjustments. The pandemic-related expenses incurred by Lyneer represented
incremental charges through March 31, 2023, and Lyneer believes that excluding the impact of these Covid-19 pandemic-related costs on
its operating results provides information that is meaningful to investors and is not misleading.

Securities and Exchange Commission

July 10, 2023

Page 5

11. We note litigation costs as an adjustment to arrive at the non-GAAP measure Adjusted EBITDA. Please tell us how the adjustment
is in compliance with the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures (C&DI’s).

    Response:
    The Company respectfully acknowledges the Staff’s comment and have removed litigation costs to arrive at non-GAAP Adjusted EBITDA on page 38 of Amendment No. 1.

Liquidity and Capital Resources, page 38

12. Please revise your disclosure to provide a comparative analysis of changes in the reported amount in each operating, investing
and financing cash flows from period to period. Refer to Item 303(b) of Regulation S-K for guidance regarding material changes.

    Response:
    As requested by the Staff, the Company has revised the discussion under the caption “Liquidity and Capital Resources” on page 40 of Amendment No. 1 to provide a comparative analysis of the changes from period to period in the reported amounts of  operating, investing and financing cash flows.

Revolver, page 39

13. We note your disclosure that Lyneer maintains a revolver with IDC of $125 million. However, on page 40 you disclose that as of
March 31, 2023 the balance of the revolver was $66,060,944 and the available borrowing capacity as of the same date was $18,316,513. Clarify,
if true, that this amount excludes a portion of the amount due under the revolver that IDC has agreed to pay and quantify this amount,
with a view to explaining the difference in the amounts you disclose here and the total capacity of $125 million.

    Response:
    As requested by the Staff, the Company has updated its disclosures regarding the Revolver on page 40 of Amendment No. 1 to include a reconciliation of between the $125 million revolving line of credit and the amounts recorded as a liability on Lyneer’s balance sheet as of December 31, 2022 and March 31, 2023. As of both balance sheet dates, the residual difference of the $125 million revolver between the $66,060,944 liability that was recorded by Lyneer and borrowing base capacity represented the portion of the outstanding revolver facility that IDC has agreed to pay and is responsible for.

Proposal I: The Merger Proposal, page 64

14. In an appropriate place in your disclosure, revise to provide a graphical depiction of the merger and related transactions discussed
in the proxy statement and depict the ownership interests of each entity before and after the transactions.