Lyneer Investments, LLC entered into a letter of intent to acquire SeqLL Inc. (NasdaqCM:SQL) from a group of shareholders in a reverse merger transaction on February 2, 2023. Lyneer Investments, LLC entered into a definitive merger agreement to acquire SeqLL Inc. from a group of shareholders for approximately $140 million in a reverse merger transaction on May 29, 2023. Under the terms of the Merger Agreement, SeqLL will pay $60,000,000 in cash to the Lyneer members, and issue to the Lyneer members and Atlantic, an aggregate of 159,866,898 shares of its common stock (valued at $138,125,000 at the time of the Merger) for all of the membership interests of Lyneer, subject to adjustment for any change in the outstanding shares of capital stock of SeqLL. As per terms revised on October 5, 2023, SeqLL will pay $40 million in cash and 8.8 million in shares. As per terms revised on October 18, 2023, SeqLL will pay $35 million in cash and 9.8 million in shares. Atlantic Merger Sub will be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as an approximating 58%-owned subsidiary of Atlantic, an approximately 38%-owned subsidiary of IDC, and an approximately 4%-owned subsidiary of Lyneer Management (the ?Lyneer Merger?), and (ii) Purchaser Sub will subsequently be merged with and into Lyneer, with Lyneer continuing as the surviving entity and as a wholly-owned subsidiary of the Company (the ?SeqLL Merger? and, together with the Lyneer Merger, the ?Mergers?). Pursuant to the terms of the Merger Agreement, SeqLL has agreed to file with the Securities and Exchange Commission a registration statement for the offer and sale of approximately $75 million of its common stock (the ?Capital Raise?), $15 million of the proceeds will be used to pay the cash consideration in the Merger, additionally, proceeds on exercising Series A warrants will be used for potential acquisitions and/or working capital purposes. Lyneer will continue as the surviving entity and as a wholly-owned subsidiary of SeqLL to be renamed Atlantic International Corp. SeqLL Inc. applied for listing on the Nasdaq Capital Market under the symbol ?ATL,? to be effective upon the consummation of the Merger and the offering.

Prateek Gattani, the Chairman and CEO of IDC Technologies, Inc., the controlling member of Lyneer, who will be appointed Chairman of the Board of SeqLL upon completion of the Merger. Pursuant to the Merger Agreement, at the closing of the Mergers, the number of directors on the Board will be increased to seven, with only one of the Company?s existing directors continuing on the Board. Five directors will be appointed at the closing of the Mergers and a seventh director reasonably acceptable to Atlantic will be appointed to the Board following the Mergers. In addition, all of the existing executive officers of the Company will resign at the closing of the Mergers and at such closing the new Board will appoint certain executive officers of Atlantic as the executive officers of the Company. Robert B. Machinist to serve as Vice Chairman of the Board, Jeffrey Jagid as Chief Executive Officer and Director, Christopher Broderick as Chief Operating Officer and Acting Chief Financial Officer, Michael Tenore as General Counsel and Secretary, Jeffrey Kurtz, David Solimine and David Pfeffer to serve as Director upon the consummation of the Merger and offering.

The Boards of Directors of all parties to the Merger Agreement have unanimously approved the Merger. The deal is subject to completion of the Capital Raise, approval by the stockholders of SeqLL and other customary closing conditions. The parties expect the Merger to be consummated in the third quarter of 2023.

Eric M. Hellige of Pryor Cashman LLP acted as legal advisor to SeqLL. Donald R. Readlinger of Troutman Pepper Hamilton Sanders LLP acted as legal advisor to Lyneer. VStock Transfer, LLC acted as transfer agent and registrar for SeqLL. McKim & Company LLC acted as financial advisor and fairness opinion provider to SeqLL and has received the cash fee of $140,000 for its opinion from SeqLL.