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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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Atlantic International Corp. (Name of Issuer) |
Common Stock, Par Value $0.00001 per share (Title of Class of Securities) |
048592109 (CUSIP Number) |
Elliot H. Lutzker 605 Third Avenue, New York, NY, 10158 212-557-7200 Davidoff Hutcher & Citron LLP 605 Third Avenue, New York, NY, 10158 212-557-7200 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
11/21/2024 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 048592109 |
| 1 |
Name of reporting person
Raymond Jones | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED KINGDOM
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
3,302,870.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
5.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Stock, Par Value $0.00001 per share |
| (b) | Name of Issuer:
Atlantic International Corp. |
| (c) | Address of Issuer's Principal Executive Offices:
270 Sylvan Avenue, Suite 2230, Englewood Cliffs,
NEW JERSEY
, 07632. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Raymond Jones (the "Reporting Person"). |
| (b) | The Reporting Person's business and office address is Pelham Work, Pelham Street, Wolverhampton WV3 0BJ, United Kingdom |
| (c) | Mr. Jones' principal business is the owner with his wife of RGL Electronics Ltd. ("RGL"), as well as that of a private investor. RGL is a UK registered business engaged in the manufacture of electronic security equipment. |
| (d) | During the past five years, the Reporting Person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the past five years, the Reporting Person has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Mr. Jones is a citizen of the United Kingdom. |
| Item 3. | Source and Amount of Funds or Other Consideration |
The funds used to purchase the securities of the Issuer were personal funds of Mr. Jones and working capital of RGL. | |
| Item 4. | Purpose of Transaction |
The acquisition of the securities of the Issuer was for investment purposes. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | 3,302,870 (5.3%) shares based on 62,241,187 shares issued and outstanding as of January 7, 2025. |
| (b) | Mr. Jones, as the Manager of RGL, has the power to vote and dispose of the shares of Common Stock owned by RGL. |
| (c) | On November 21, 2024, RGL was issued 423,728 shares of common Shares of the Issuer pursuant to the exercise of restricted stock units issued on November 21, 2024. |
| (d) | No person has the right to receive, or the power to direct the receipt of dividends from, or proceeds from, the sale of such securities. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None | |
| Item 7. | Material to be Filed as Exhibits. |
None |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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