Corporate Action Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

On September 12, 2024, Atlantic International Corp. (the "Company") entered into Amendment No. 1 (the "Amendment") to Convertible Promissory Note (the "Note") issued on June 18, 2024 to IDC Technologies Inc. ("IDC"), the Company's principal stockholder. The Note, in the principal amount of $35 million, was issued to IDC as part of the Merger Consolidation under the Amended and Restated Agreement and Plan of Reorganization dated June 4, 2024 entered into by and among the Company, IDC, Atlantic Acquisition Corp., Atlantic Merger LLC and Lyneer Investments LLC ("Lyneer"). The Amendment extended the Maturity Date from the earlier of September 30, 2024 or the completion of debt or equity offerings (a "Capital Raise") by the Company in which the Company receives gross proceeds of at least $40 million, to March 31, 2026 or earlier upon a Capital Raise. In the event the Company repays any or all indebtedness of IDC to Lyneer and IDC's lenders, such payment shall be in satisfaction of the Note. A copy of the Amendment is attached to this Form 8-K as Exhibit 10.1.