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Correspondence 0001213900-24-009196 from ATLANTIC INTERNATIONAL CORP. (ATLN)

ATLANTIC INTERNATIONAL CORP.
Date: Feb. 1, 2024 · CIK: 0001605888 · Accession: 0001213900-24-009196

Offering / Registration Process Regulatory Compliance Financial Reporting

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File numbers found in text: 333-272908

Referenced dates: February 1, 2024

Date
Feb. 1, 2024
Author
Eric M. Hellige
Form
CORRESP
Company
ATLANTIC INTERNATIONAL CORP.

Letter

ERIC M. HELLIGE

Partner

Direct Tel: 212-326-0846

Fax: 212-326-0806

ehellige@pryorcashman.com

February 1, 2024

Via Edgar

Ms. Ta Tanisha Meadows

Ms. Theresa Brillant

Mr. Nicholas Nalbantian

Mt. Donald Field

Securities and Exchange Commission

Division of Corporate Finance

F Street, N.E.

Washington, D.C. 20549

Re: SeqLL Inc.

Amendment No. 12 to Registration Statement on Form S-1

File No. 333-272908

Ladies and Gentlemen:

On behalf of our client, SeqLL Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form the accompanying Amendment No. 12 to the Registration Statement on Form S-1 of the Company (“Amendment No. 12”).

Amendment No. 12 reflects the response of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter dated February 1, 2024. The Company has asked us to convey the following response to the Staff:

Amendment No. 11 to Registration Statement on Form S-1, Filed January 31, 2024

General

1. We note that the terms and conditions of the Series A Warrants have changed since the last amendment and the filing of counsel’s legal opinion. Please file a revised legal opinion which covers the registered securities to include the new and revised Series A Warrants.

Response: At the request of the Staff, the Company has filed a revised legal opinion with Amendment No. 12 that is dated subsequent to the date of the filing of the revised form of Series A Warrant.

* * *

Securities and Exchange Commission

February 1, 2024

Page 2

As it is the goal of the Company to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s review of Amendment No. 12 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the undersigned at (212) 326-0846.

Very truly
yours,
/s/
Eric M. Hellige

Show Raw Text
CORRESP
1
filename1.htm

ERIC
M. HELLIGE

Partner

Direct
Tel: 212-326-0846

Fax:
212-326-0806

ehellige@pryorcashman.com

 February
1, 2024

Via
Edgar

Ms.
Ta Tanisha Meadows

Ms.
Theresa Brillant

Mr.
Nicholas Nalbantian

Mt.
Donald Field

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SeqLL Inc.

    Amendment
    No. 12 to Registration Statement on Form S-1

    File
    No. 333-272908

Ladies
and Gentlemen:

On
behalf of our client, SeqLL Inc., a Delaware corporation (the “Company”), and pursuant to the applicable provisions of the Securities
Act of 1933, as amended (the “Securities Act”), and the rules promulgated thereunder, we hereby submit in electronic form
the accompanying Amendment No. 12 to the Registration Statement on Form S-1 of the Company (“Amendment No. 12”).

Amendment
No. 12 reflects the response of the Company to the comment received from the Staff of the Commission (the “Staff”) in a letter
dated February 1, 2024. The Company has asked us to convey the following response to the Staff:

Amendment
No. 11 to Registration Statement on Form S-1, Filed January 31, 2024

General

 1. We
                                            note that the terms and conditions of the Series A Warrants have changed since the last amendment
                                            and the filing of counsel’s legal opinion. Please file a revised legal opinion which covers
                                            the registered securities to include the new and revised Series A Warrants.

 Response: At
                                            the request of the Staff, the Company has filed a revised legal opinion with Amendment No.
                                            12 that is dated subsequent to the date of the filing of the revised form of Series A Warrant.

*       *       *

Securities and Exchange Commission

February 1, 2024

Page 2

As
it is the goal of the Company to have the Form S-1 declared effective as soon as possible, the Company would greatly appreciate the Staff’s
review of Amendment No. 12 as promptly as practicable. If the Staff has any questions with respect to the foregoing, please contact the
undersigned at (212) 326-0846.

    Very truly
    yours,

    /s/
    Eric M. Hellige

    Eric M. Hellige

    cc:
    Daniel Jones

    SeqLL Inc.