Other Events. On August 7, 2026, the Company (herein referred to as “Atlantic”), together with Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer Investments”), Lyneer Staffing Solutions, LLC, a Delaware limited liability company (“Lyneer Staffing”), and Lyneer Holdings, Inc., a Delaware corporation (“Lyneer Holdings,” and together with Lyneer Investments and Lyneer Staffing, the “Companies”), entered into a settlement agreement with SPP Credit Advisors, LLC (“SPP”), in it…

Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing On August 13, 2026, Circle8 Group, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The N…

Entry into a Material Definitive Agreement The information set forth under

Other Events. On August 7, 2024, the Company (herein referred to as “Atlantic”), together with Lyneer Investments, LLC, a Delaware limited liability company (“Lyneer Investments”), Lyneer Staffing Solutions, LLC, a Delaware limited liability company (“Lyneer Staffing”), and Lyneer Holdings, Inc., a Delaware corporation (“Lyneer Holdings,” and together with Lyneer Investments and Lyneer Staffing, the “Companies”), entered into a settlement agreement with SPP Credit Advisors, LLC (“SPP”), in it…

Entry into a Material Definitive Agreement The information set forth under

Notice Of Delisting Or Failure To Satisfy A Continued Listing Rule Or Standard; Transfer Of Listing On August 13, 2026, Circle8 Group, Inc. (the “Company”) received a deficiency letter from the Nasdaq Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the closing bid price for the Company’s common stock has been below the minimum $1.00 per share required for continued listing on The N…

Chief Executive Officer — Guss Franke: Guss Franke was promoted from Executive Chairman of the Board to Chief Executive Officer.

Entry into a Material Definitive Agreement On June 29, 2026, in connection with Guus Franke’s appointment as Chief Executive Officer of Atlantic International Corp (the “Company”), Jeffrey Jagid transitioned from Chief Executive Officer of the Company to President of the Company. In connection with the appointment of Mr. Jagid as President of the Company, the Company entered into an amendment to the employment agreement (the “Agreement”) with Mr. Jagid, which sets forth the terms and provisio…

above is incorporated herein by reference. On June 23, 2026, the Company announced that Seven Stars B.V., an entity within the Company’s Circle8 Group’s platform, has been awarded a four-year framework agreement by the Dutch Vehicle Authority for the provision of specialized ICT (Information & Communication Technology) professionals. A copy of the press release announcing the agreement is attached to this Current Report on Form 8-K as Exhibit 99.2. The furnishing of the attached press release…

above, has commenced a lawsuit to contest SPP’s actions. 1 SPP Bridge Loan Default Notice: Simultaneous with the default letter under the Financing Agreement as described above, SPP notified the Company of certain events of default under (a) the Credit Agreement, dated June 18, 2024, by and among Atlantic and SPP as Administrative Agent (the “Bridge Loan”) and (b) the Pledge and Security Agreement dated as of June 18, 2024 by and between Atlantic and SPP. Similar to the Financing Agreement de…

Chief Operating Officer — Mathew Evelt: Mr. Evelt resigned immediately due to SPP default notices.

Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. SPP Lyneer Term Loan Default Notice By letter dated March 30, 2026, SPP Credit Advisors, LLC. (“SPP”) notified Atlantic International Corp. (the “Company”) and the Lyneer Subsidiaries that certain events of default have occurred and are continuing under Amended and Restated Loan Agreement dated as of April 29, 2025 (the "Financing Agreement"), by and among the L…

Completion of Acquisition or Disposition of Assets. Preferred Stock Purchase Agreement On March 20, 2026, Atlantic International Corp (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an institutional investor (the “Purchaser”), whereby it agreed to sell to the Purchaser (the “Offering”), for an aggregate gross purchase price of $5,600,000: (i) an aggregate of 5,600 shares of a newly established series of preferred stock designated as “Series B 5% Co…

Entry into a Material Definitive Agreement. The information contained in

Chief Financial Officer — Kevin J. Murphy: The company appointed a new CFO with extensive experience.

CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT The information set forth above in

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT The information contained in

UNREGISTERED SALE OF EQUITY SECURITIES See

Executive Chairman of the Board — Mr. Franke: Mr. Franke was appointed as the Executive Chairman of the Board following a significant acquisition.

regarding the appointment of Guus Franke as Executive Chairman of the Board of Atlantic. Mr. Franke entered into a five-year Employment and Board Service Agreement with the Company dated as of January 23, 2026 (the “Employment and Board Service Agreement”), pursuant to which he was appointed as Executive Chairman on the Closing Date. Capitalized terms used in this Item 5.02, but not otherwise defined, have the meaning ascribed to such terms in the Employment and Board Service Agreement, a cop…

The excerpt is incomplete and does not provide sufficient information to determine the nature of the event.

CFO — Christopher Broderick: The CFO is retiring due to personal family reasons and a new CFO search has been initiated.

The filing appears to be mis-filed under Item 5.02 and does not describe a management change.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Amended and Restated Convertible Promissory Note In connection with the loan transaction described hereinafter with North Mill Capital, LLC, the Company and IDC Technologies. Inc (“IDC”) amended a convertible promissory note, originally issued on June 18, 2024 from the Company to IDC, in the principal amount of thirty-five million dollars ($35,000,000). By mutual agreement, the p…

Entry Into a Material Definitive Agreement On January 7, 2024, Atlantic International Corp. (“Atlantic” or the “Company”) entered into a First Amendment (the “Amendment”) to Agreement and Plan of Merger (the “Merger Agreement”), a copy of which has been filed as Exhibit 2.1 to this Form 8-K. The Merger Agreement was entered into as of November 1, 2024 and was filed on Form 8-K on November 7, 2024. The Amendment provides for: 1. The elimination of dissenters’ rights as the Merger is now a shar…