Atlantic International Corp. acquires Circle8 Group B.V. for USD 161,961,751.2 (2026)

Deal facts

Buyer: Atlantic International Corp.
Target: Circle8 Group B.V.
Deal value: USD 161,961,751.2
Announced: 28 January 2026
Status: Completed
Sector: Technology
Country: Netherlands
Consideration: shares, loan-note, earn-out

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Deal timeline

1 update

23 Jan 2026CompletedClosed
Atlantic International Corp. completes acquisition of Circle8 Group B.V.
Item 2.01 is incorporated by reference herein. ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS On January 23, 2026, (the “Closing Date”), Atlantic International Corp. (“Atlantic” or the “Company”), completed the acquisition (the “Acquisition”) of Circle8 Group B.V. (“Circle8”), a company organized under the laws of the Netherlands, pursuant to the terms of the Acquisition Agreement, d
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OpinionExit Mode editorial

The completed acquisition of Circle8 Group B.V. by Atlantic International Corp. on 28 January 2026 illustrates a clear shift in how cross-border technology deals are structured for SME founders. This transaction, valued at approximately 162 million USD, moves beyond a simple cash exchange. Instead, the consideration package blends shares, a loan note, and an earn-out. We see this mix as a deliberate mechanism to bridge valuation gaps while aligning long-term interests between the US buyer and the Dutch target. For the SME founder reading this, the presence of an earn-out signals that the buyer wants to share the risk of future performance rather than pay a premium upfront.

The use of shares and loan notes introduces specific commercial mechanics that require careful navigation. When a deal involves a loan note, the founder becomes a creditor to the buyer, which carries different risks than holding cash. The share component ties the founder's remaining wealth to the public or private performance of the acquirer, creating a direct link to the buyer's future capital markets success. In a strategic acquisition of this nature, change-of-control covenants in the target's existing contracts may also trigger, requiring immediate review to ensure no critical agreements are jeopardised by the transfer of ownership. The regulatory context here involves both US and Dutch frameworks, though the primary friction point for founders often lies in the tax treatment of the loan note and the vesting schedule of the earn-out.

We believe this deal structure reflects a broader market reality where buyers are cautious about overpaying for technology assets without guaranteed retention of key talent or revenue growth. The earn-out is not merely a delay in payment; it is a performance contingency that must be met to unlock the full value. Founders often underestimate the complexity of defining the metrics for these earn-outs. If the targets are ambiguous or the reporting is opaque, the deferred portion of the deal can evaporate. The inclusion of a loan note further complicates the exit, as it may be subordinated to other debt or subject to specific repayment triggers that the founder must understand before signing.

Your immediate task this week is to request the draft earn-out agreement and the loan note terms from your advisors. Do not accept a verbal summary of the performance targets. You must verify exactly how the metrics are calculated, who has the authority to approve the spend that drives those metrics, and what happens if the buyer changes the business strategy during the earn-out period. Clarity on these points is the only way to secure the value you believe your company is worth.

Editorial opinion. Not financial or legal advice.

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