{"url_path":"/sec/atln/10-q/2026/item-1","section_key":"item-1","section_title":"Item 1 Legal Proceedings","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-06-22","source_url":"https://www.sec.gov/Archives/edgar/data/1605888/0001605888-26-000025-index.html","accession_number":"0001605888-26-000025","cik":"0001605888","ticker":"ATLN","issuer_name":"CIRCLE8 GROUP INC","edgar_url":"https://www.sec.gov/Archives/edgar/data/1605888/0001605888-26-000025-index.html","primary_entity_key":"0001605888","primary_entity_name":"ATLANTIC INTERNATIONAL CORP."},"word_count":2552,"has_tables":true,"body_markdown":"Item 1. Legal Proceedings\n\nFrom time to time, the Company may be involved in various disputes and litigation matters that arise in the ordinary course of business. Atlantic is currently not a party to any material legal proceedings, except as follows.\n\nRosanna Vargas v. DHL Express (USA), Inc. et. al., Case No. L-4352-19\n\nOn October 30, 2019, Rosanna Vargas filed a complaint in the Superior Court of New Jersey at Camden County against Lyneer and various defendants, including Lyneer’s client, alleging severe personal injury sustained at work. The case is now closed as to all parties. As a result of the matter, Lyneer’s client sought indemnification from Lyneer pursuant to an indemnification demand issued to Lyneer on June 10, 2022. Accordingly, Lyneer agreed to pay approximately $1,030,000 over 36 months, beginning in July 2023, to settle the claim. As of March 31, 2026, the Company owes $131,429 and has accrued the full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets”.\n\nEnrique Briseno, et al. vs. Three Hands Corporation, et al., Case No. 21STCV00443, Superior Court of the State of California for the County of Los Angeles\n\nOn January 6, 2021, a class action wage and hour complaint was filed in the Superior Court of California, Los Angeles County, by Enrique Briseno as class representative. The Complaint was filed only against the Company’s client. The matter settled for $425,000, $300,000 of which is to be paid by the Company, and the remaining $125,000 is to be paid by the client. The settlement agreement was signed on December 17, 2024 and has been finalized and executed and provided to the Court for approval. The settlement was approved by the Court, and the Company’s settlement payment is now overdue. The Company has accrued the full amount of the $300,000 settlement payment due, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets. The Company has paid $150,000 as of the date of this filing. The remaining payments are due as follows: August 1, 2026-$75,000; and August 31, 2026-$80,674, which includes the employer’s side of payroll taxes of $5,674.\n\nAguilar, et al v Lyneer Staffing Solutions, et al Docket No. MID-L-3595-21 (Middlesex County Superior Court NJ)\n\nOn June 16, 2021, a complaint was filed in the Superior Court of New Jersey Law Division, Middlesex County. The complaint alleges a former minor employee (who obtained employment by providing false information) was injured on October 15, 2020, at the Co-Defendant’s worksite. A settlement conference was held on August 28, 2024, but was unsuccessful. The Company’s liability insurance carrier and the Company's worker's compensation insurance carrier and the liability insurance carrier for the client held a settlement conference on April 14, 2025, but was unsuccessful. The trial commenced April 28, 2025 and a settlement was reached on May 2, 2025 for a total value of $3,050,000, $2,800,000 in cash and $250,000 by virtue of a lien release, of which the Company is responsible for $200,000, with the insurance carriers collectively responsible for the remainder. The final settlement agreement was executed, and the full settlement amount was paid by the Company in January 2026.\n\nTheresa Alvarez and Maria Flores vs. Liquid Graphics, Inc., Lyneer Staffing Solutions, LLC, Liz Long, et. al, Case No 30-2021-01225386-CU-WT-CJC, Superior Court for the State of California, County of Orange\n\nOn October 8, 2021, a class action wage and hour complaint was filed in the Superior Court of California, Orange County, by Maria Flores and Teresa Alvarez as class representatives. The Complaint was filed against the Company as well as the Company’s client. The matter settled for $750,000, $650,000 of which is to be paid by the Company, and the remaining $100,000 is to be paid by the client. The settlement agreement was signed November 16, 2023 and has been finalized and executed. The Company has accrued for the $650,000 settlement payment due, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets. The full settlement amount of $671,858, which includes employment taxes, was paid on October 23, 2025, and Lyneer’s portion of the settlement has now been paid in full.\n\nMaria Reyes vs. Lyneer Staffing Solutions, LLC, Case No CIVSB2317672, Superior Court of the State of California for the County of San Bernardino\n\nOn August 1, 2023, a class action wage and hour PAGA complaint was filed in the Superior Court of California, County of San Bernardino, by Maria Reyes as class representative. The matter settled at a mandatory settlement conference held on October 10, 2025, for $925,000, which is recognized in “accrued expenses and other current liabilities” on the accompanying condensed consolidated balance sheets. The final settlement agreement is being reviewed by the Court for\n\n72\n\nfinal approval. The settlement funds will now be due from the Company within 90 days from June 25, 2026 (or about September 25, 2026) at the earliest.\n\nBAC Rhino 3 Federal LLC vs. Atlantic International Corp, Civil Action No 2484CV03189, Suffolk County Superior Court\n\nOn December 9, 2024, BAC Rhino 3 Federal LLC (“Rhino”) filed a complaint in Suffolk County Superior Court, against Atlantic for breach of contract, seeking damages for accelerated rent, plus costs of collection and outstanding rent to date, for Atlantic’s default under the lease and failure to pay monies owed thereunder. On December 18, 2025, the Company and Rhino entered into a settlement agreement whereby the Company shall pay $1,000,000. As of March 31, 2026, the Company owes $860,000 and has accrued this full amount, which is recognized in “accrued expenses and other current liabilities” on the accompanying unaudited condensed consolidated balance sheets The Company has agreed to monthly payments of $30,000 until the balance is paid in full.\n\nAtlantic and its Lyneer subsidiaries, Lyneer Investments, LLC, Lyneer Holdings, Inc. and Lyneer Staffing Solutions, LLC (collectively the “Lyneer Subsidiaries”), Civil Index No. 154264/2026, Supreme Court of the State of New York, County of New Year\n\nOn April 2, 2026, Atlantic the Lyneer Subsidiaries commenced a lawsuit against SPP. At the same time Atlantic is seeking a preliminary injunction with an Order to Show Cause and Temporary Restraining Order. Atlantic is seeking a preliminary injunction enjoining SPP from continuing to proceed as if the outstanding indebtedness owed under the loans at issue had not been satisfied.\n\nAtlantic has alleged in its complaint, that SPP launched a coordinated, pre-planned attack to seize control of the Lyneer subsidiaries based on a fabricated default, set forth in the Default Notices, and in bad faith of its own financial interests. As part of a refinancing transaction in April 2025, SPP obtained, and was supposed to ultimately sell, over $77 million worth of publicly traded shares in Atlantic acquired from non-party IDC. SPP was required to apply the proceeds to satisfy the outstanding debt owed under the term loan that originated in 2021. The value of the Nasdaq publicly traded shares significantly exceeded any outstanding indebtedness arguably remaining owing to SPP (less than $50 million) and, as such, upon SPP’s receipt of the collateral, the indebtedness was satisfied and extinguished. SPP acknowledged and understood it took stock worth more than its debt, and agreed to remit the surplus back to IDC. It should be noted that SPP’s default notices did not demand repayment of the loans, nor include payoff amounts. Instead, they only reflected a hostile takeover. Furthermore, as a subordinate mezzanine lender, SPP has no contractual right to receive capital raise proceeds ahead of the senior lenders in line before it.\n\nOn April 29, 2026, the Court denied Atlantic’s request for relief and set a trial date on the preliminary injunction for June 23, 2026.\n\nSPP Credit Advisors LLC and Rick Arrowsmith v. Atlantic International Corp et al. In the Court of Chancery of The State of Delaware (Case No. 2026-0448-JTL)\n\nOn March 30, 2026, SPP notified Atlantic and the Lyneer Subsidiaries that certain events of default have occurred and are continuing under the Amended and Restated Loan Agreement dated as of April 29, 2025 (the \"Financing Agreement\"), SPP asserted that the events of default relate to our failure to satisfy certain financial and non-financial covenants under the Financing Agreement. In its notice to Atlantic, SPP confirmed that the Agents (as defined in the Financing Agreement) and SPP have not waived the specified events of default, and that the Agent and SPP reserve all of their rights and remedies under the Financing Agreement, the Loan Documents (as defined in the Financing Agreement), and any applicable law with respect to the specified events of default, including, without limitation: (i) the right to accelerate the Obligations (as defined in the Financing Agreement); (ii) the right to exercise the Pledge Agreement associated with the ownership of the Lyneer entities; (iii) the right to exercise all voting and economic interests in the Lyneer entities; and (iv) the right to take all actions and exercise all remedies available to the Agents and/or the Lenders under the Loan Documents and applicable law. Additionally, SPP has attempted to exercise its pledge and has sought to try to replace the management of Lyneer. The Company believes it has meritorious defenses to the claims of SPP and, as described above, has commenced a lawsuit to contest SPP’s actions.\n\nSimultaneous 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, and (b) the Pledge and Security Agreement dated as of June 18, 2024.\n\nSimilar to the Financing Agreement default notice, SPP has asserted that the events of default also relate to our failure to satisfy certain financial and non-financial covenants under the Credit Agreement. In its notice to Atlantic, SPP has confirmed that the Agent and SPP have not waived the specified events of default, and that the Agent and SPP reserve all\n\n73\n\nof their rights and remedies under the Credit Agreement, the Loan Documents, and any applicable law with respect to the specified events of default, including, without limitation: (i) the right to accelerate the Obligations; (ii) the right to exercise the Pledge Agreement associated with the ownership of the Lyneer Subsidiaries; (iii) the right to exercise all voting and economic interests in the Lyneer Subsidiaries; and (iv) the right to take all actions and exercise all remedies available to the Agents and/or the Lenders under the Loan Documents and applicable law. In addition, SPP has attempted to exercise its pledge and has sought to try to replace the management of Lyneer.\n\nLater on April 2, 2026, Rick Arrowsmith, on behalf of SPP, and in response to the above-described lawsuit brought by the Company, commenced a lawsuit in the Court of Chancery of the State of Delaware against the Company and its officers. Based on the unfounded alleged events of default, the plaintiff, appointed by SPP to take managerial control of the Lyneer subsidiaries. The plaintiff is seeking declaratory relief that he was able to remove all officers of the Company and is entitled to declaratory, preliminary and permanent injunctive relief to take control of the Company.\n\nOn April 27, 2026, the Court entered a Status Quo Order (the “Order”). The Order controls the governance and management of the Lyneer Subsidiaries pending (a) a final disposition of the matter, or (b) an order that expressly modifies or supersedes the Order. The Order requires Lyneer to operate in the ordinary course of business (as defined) and to provide Mr. Arrowsmith with certain current financial statements as reasonably requested.\n\nThe Company believes it has meritorious defenses to the claims of SPP and, as described above, and has commenced a lawsuit to contest SPP’s actions. The parties are engaged in settlement discussions related to all matters.\n\nCircle8 Swisslinx Litigations\n\nEarn-Out Claim and Seller Loan Suspension Claim Settlement – Swisslinx Acquisition\n\nIn March 2025, Circle8 asserted a claim of approximately Fr.24.6 million ($28.2 million as of March 31, 2026) against the sellers of Swisslinx International Ltd (\"Swisslinx\"), as well as against the W&I insurance company and Markel International Insurance Company Limited (\"Markel\"), in connection with alleged breaches of the Share Purchase Agreement dated February 22, 2023 (the \"Swisslinx SPA\"), including (to the extent this relates to the claim against the sellers) claims related to misleading and/or incorrect information. With respect to the claim against the sellers, an in-court settlement was reached in May 2026 whereby the sellers' claim of in total Fr.20,100,000 ($23,100,000 as of March 31, 2026) (see below under Earn-Out Claim – Swisslinx Acquisition and Seller Loan Suspension Claim – Swisslinx Acquisition) was reduced to Fr.10,100,000 (approximately $12,600,000 as of March 31, 2026). Parties are currently in the process of finalizing the settlement.\n\nSeller Loan Suspension Claim Settlement\n\nIn July 2025, the sellers of Swisslinx initiated legal proceedings against Circle8 Switzerland AG (as buyer), as well as against Circle8 Group B.V. and De Staffing Groep Nederland B.V. (as guarantors), seeking payment of amounts allegedly outstanding under the earn-out arrangement agreed as part of the Swisslinx acquisition. The aggregate amount claimed by the sellers totals approximately Fr.6.6 million ($7.6 million as of March 31, 2026), comprising Earn-Out 1 of Fr.2.6 million ($3.0 million as of March 31, 2026), accounted for as contingent consideration, and Earn-Out 2 of Fr.4.0 million ($4.6 million as of March 31, 2026), accounted for as a compensation arrangement under U.S. GAAP. This total reflects the final calculated amount agreed upon following formal negotiations between the parties and subsequently accepted by the sellers. Circle8 has disputed the sellers’ claim and has asserted its contractual rights in connection with its own claim arising from the alleged breaches of the Swisslinx SPA. Circle8 has offset the Fr.6.6 million ($7.6 million as of March 31, 2026) earn-out against its asserted claim of Fr.24.6 million ($28.2 million as of March 31, 2026), rather than settling in cash. In addition, Circle8 has issued a counterclaim against the sellers of Swisslinx in the first quarter of 2026 to seek damages arising from the alleged provision of misleading and/or incorrect information concerning the business of Swisslinx.\n\nCircle8 believes its position is supportable and that it has meritorious defenses and claims.\n\nEarn-Out Claim – Swisslinx Acquisition\n\nIn connection with the Swisslinx acquisition, the sellers also provided a seller loan in the amount of Fr.13,500,000 ($16,891,000 as of March 31, 2026) to Circle8 Switzerland AG. Based on the seller loan agreement, repayment of the seller loan is due in several installments up to and including 2028, with the legal possibility for Circle8 to suspend payment of each installment for 12 months. The first installment of the seller loan has been suspended since May 2025 for a period of 12 months. Circle8 Switzerland AG has asserted rights to set-off. Circle8 asserts its financial claims by declaring a set-off against the sellers’ entitlements, including earn-out payments and the seller loan. It further states that, as a precautionary measure, repayment of due obligations under the seller loan have been postponed until the dispute is fully resolved.\n\n74\n\nIn May 2026, the parties reached an in-court settlement, whereby the sellers' claim of in total Fr.20,100,000 ($23,100,000 as of March 31, 2026) was reduced to Fr.10,100,000 (approximately $12,600,000 as of March 31, 2026). The parties are currently in the process of finalizing the settlement.\n\n75"}