UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant  ☐                      Filed by a Party other than the Registrant  ☐

Check the appropriate box:

☐

ATLANTIC ACQUISITION CORP.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PROXY STATEMENT FOR SPECIAL MEETING OF SHAREHOLDERS
OF ATLANTIC ACQUISITION CORP.HF FOODS GROUP INC.

Proxy Statement dated [●], 20182019
and first mailed to shareholders on or about [●], 20182019

Dear Shareholders:

You are cordially invited to attend the special meeting of Atlantic’sthe HF Foods Group Inc. (“HF Group”) shareholders. AtlanticHF Group is a special purpose companyDelaware corporation incorporated on May 19, 2016 for the purpose of acquiring, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.”2016.

Holders of shares of Atlantic’sHF Group’s common stock will be asked to approve the merger agreement dated as of March 28, 2018,June 21, 2019, or the “Acquisition“Merger Agreement,” by and among Atlantic, HF Group, B&R Merger Sub Inc., a Delaware corporation, and wholly owned subsidiary of Atlantic, or “Merger Sub,” HF Group Holding Corporation,Sub”, B & R Global Holdings, Inc., a North CarolinaDelaware corporation, or “HF Group,”“B&R Global”, the stockholders of HF Group,B&R Global, and Zhou Min Ni,Xiao Mou Zhang, as representative of the stockholders, and the other related proposals. We refer to the stockholders of HF GroupB&R Global as the HF Group shareholders.B&R Global stockholders.

The issuance of shares of AtlanticHF Group to the HF Group shareholdersB&R Global stockholders is being consummated on a private placement basis pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended. The aggregate value of the consideration to be paid by AtlanticHF Group in the business combinationmerger is approximately $199.7$[408,310,000] million (calculated as follows: 19,969,83330,700,000 shares of common stock of AtlanticHF Group to be issued to the HF Group shareholdersB&R Global stockholders multiplied by $10.00$13.30 (the deemed value of the shares in the AcquisitionMerger Agreement). The transactions contemplated under the AcquisitionMerger Agreement relating to the business combination with HF Groupmerger are referred to in this proxy statement as the Business Combination.

As of March 31, 2018, there was approximately $45,418,255 in Atlantic’s trust account, of which $21,262 of interest to be withdrawn by Atlantic to pay franchise taxes for the first quarter of 2018, or approximately $10.26 per outstanding share of common stock issued in Atlantic’s initial public offering for the public shareholders. On [●], 2018,2019, the record date for the special meeting of shareholders, the last sale price of Atlantic’sHF Group’s common stock was $[●].

Each shareholder’s vote is very important. Whether or not you plan to attend the AtlanticHF Group special meeting in person, please submit your proxy card without delay. Shareholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a shareholder from voting in person if such shareholder subsequently chooses to attend the AtlanticHF Group special meeting.

We encourage you to read this proxy statement carefully. In particular, you should review the matters discussed under the caption “Risk Factors”“Risk Factors” beginning on page 15.11.

Atlantic’s HF Group’sboard of directors unanimously recommends that Atlantic HF Groupshareholders vote “FOR” approval of each of the proposals.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued in the Acquisition Business Combination or otherwise, or passed upon the adequacy or accuracy of this proxy statement.statement. Any representation to the contrary is a criminal offense.

Zhou Min Ni
Chief Executive Officer
HF Foods Group Inc.

[●], 2019

TRading market AND DIVIDENDS 

PRICE RANGE OF SECURITIES AND DIVIDENDS

Atlantic’s units,HF Group’s shares and rights are each quotedhas been listed on the Nasdaq Stock Market under the symbols “ATACU,” “ATAC” and “ATACR,” respectively. Each of Atlantic’s units consist of one share of common stock and one right to acquire 1/10 of a share of common stock of Atlantic. Each of Atlantic’s units consists of one share of common stock and one right to acquire 1/10 of a share of Atlantic common stock. Atlantic’s units commenced trading on August 9, 2017. Atlantic’s shares and rights commenced trading on September 7, 2017.

The table below sets forth the high and low bid prices of Atlantic’s common stock, rights, and units as reported on the Nasdaq Stock Market for the period fromsince September 7, 2017 (the date on which our common stock and rights were first quoted oncurrently trades under the Nasdaq Stock Market) through May 22, 2018 and for the period from August 9, 2017 (the date on which our units were first quoted on the Nasdaq Stock Market) through May 22, 2018.

* Through May 22, 2018 symbol “HFFG.”

** Commencing September 7, 2017

AtlanticHF Group has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon Atlantic’sHF Group’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of a business combination. The payment of any dividends subsequent to a business combination will be within the discretion of its then board of directors. It is the present intention of Atlantic’sHF Group’s board of directors to retain all earnings, if any, for use in its business operations and, accordingly, Atlantic’sHF Group’s board does not anticipate declaring any dividends in the foreseeable future.

HF Group’sB&R Global’s securities are not publicly traded.

RISK FACTORS

You should consider carefully the following risk factors, as well as the other information set forth in this proxy statement, before making a decision on the Acquisition.Merger.

Risk Factors Factors Related to HF Group’sGroup’s Business

The following risk factors apply to the business and operationsoperations of HF Group, as well as to the business and operations of HF Group following the completion of the Business Combination. Any of the risk factors described below could significantly and adversely affect HF Group’sGroup’s business, prospects, sales, revenues, gross profit, cash flows, financial condition, and results of operations.

Unfavorable macroeconomic conditions in the U.S. may adversely affect the results of operations and financial condition of HF Group.

The operationoperating results of HF Group are substantially affected by the operating and economic conditions in the regions in which HF Group operates.we operate. Economic conditions can affect HF Groupus in the following ways:

In addition, HF Group’sour existing operations are mainly located in the Southeastern America.United States. The geographic concentration of itsour operations creates an exposure to the economy of the Southeastern United States and any downturn in this region could materially adversely affect HF Group’sour financial condition and results of operations.

Competition may increase intensively in the future, which may adversely impact HF Group’sour margins and ability to retain customers, and make it difficult to maintain itsour market share, growth rate and profitability.

The foodservice distribution industry in the United States is fragmented and highly competitive, with local, regional and multi-regional distributors, and specialty competitors. However, HF Group believeswe believe that the market participants serving Chinese restaurants are highly fragmented. Currently, HF Group faceswe face competition from smaller and/or dispersed competitors focusing on the niche market serving Chinese/Asian restaurants, especially Chinese takeout restaurants. However, with the growing demand for Chinese cuisines, others may also begin operating in this niche market in the future. Those potential competitors include: (i) national and regional foodservice distributors, (ii) local wholesalers and brokers, (iii) food retailers, and (iv) farmers’ markets. The national and regional distributors are experienced in operating multiple distribution locations and expanding management, and they have greater marketing orand financial resources than HF Group does.we do. Even though they currently offer only a limited selection of Chinese and Asian specialty foods, they may be able to devote greater resources to sourcing, promoting and selling their products if they choose to do so. On the contrary, the local wholesalers and brokers are small in size with a deep understanding of local preferences, but their lack of scale results in high risk and limited growth potential.

If more competitors enter this market segment aiming to serve Chinese/Asian restaurants in the future, HF Group’sour operating results may be negatively impacted through a loss of sales, reduction in marginmargins from competitive price changes, and/or greater operating costs, such as marketing costs, due to the increase of competition.

HF GroupWe may not be able to fully compensate for increases in fuel costs when the fuel price experiences highly volatility, and its operating results would be adversely affected.

Volatile fuel prices have a direct impact on the industry served by HF Group. HF Group requiresus. We require significant quantities of fuel for delivery vehicles and isare exposed to the risk associated with fluctuations in the market price for fuel. The price and supply of fuel can fluctuate significantly based on international, political and economic circumstances, as well as other factors outside HF Group’sour control, such as actions by the Organization of the Petroleum Exporting Countries, or OPEC, and other oil and gas producers, regional production patterns, weather conditions and environmental concerns. The cost of fuel affects the price paid by HF Groupus for products, as well as the costs HF Group incurswe incur to deliver products to theour customers. Although HF Group haswe have been able to pass along a portion of increased fuel costs to itsour customers in the past, there is no guarantee that itwe will be able to do so in the future. If fuel costs increase in the future, HF Groupwe may experience difficulties in passing all or a portion of these costs along to itsour customers, which may have a negative impact on HF Group’sour results of operations.

HF Group’s continued growth depends on future acquisitions of other distributors or wholesalers and enlarge its customer bases. The failure to achieve these goals could negatively impact its results of operations and financial condition.

Historically, a portion of HF Group’s growth has come through acquisitions, and HF Group’s growth strategy depends, in large part, on acquiring other distributors or wholesalers to access the untapped market regions and enlarge its customer base. Successful implementation of this strategy is dependent on sufficient capital support from financing, finding suitable targets to acquire, identifying suitable locations and negotiating acceptable acquisition prices. There can be no assurance that HF Group will continue to grow through acquisitions. HF Group may not be able to obtain sufficient capital support for the expansion plan, or successfully implement the plan to acquire other competitors timely or within budget or operate them successfully.

If HF Group is unable to integrate acquired businesses successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, HF Group’s earnings may be materially adversely affected. A significant expansion of HF Group’s business and operations, in terms of geography or magnitude, could strain HF Group’s administrative and operational resources. Significant acquisitions may also require the issuance of material additional amounts of debt or equity, which could materially alter HF Group’s debt-to-equity ratio, increase the interest expense and decrease net income, and make it difficult for HF Group to obtain favorable financing for other acquisitions or capital investments.

HF Group’s operating results and stock price will be adversely affected if it fails to implement its growth strategy or if it invests resources in a growth strategy that ultimately proves unsuccessful.

Disruption of relationships with vendors could negatively affect HF Group’sour business. Suppliers may increase the product prices, which could increase product costs.

HF Group purchases itsWe purchase our foodservice and related products from third-party suppliers. Although HF Group’sour purchasing volume can provide benefits when dealing with suppliers, suppliers may not provide the foodservice products and supplies needed by HF Groupus in the quantities and at the prices requested. The cancellation of HF Group’sour supply arrangement with any of itsour suppliers or the disruption, delay or inability to supply the requested product from itsour suppliers could adversely affect HF Group’sour sales. If HF Group’sour suppliers fail to comply with food safety or other laws and regulations, or face allegations of non-compliance, their operations may be disrupted. HF GroupWe cannot assure you that itwe would be able to find replacement suppliers on commercially reasonable terms.

In addition, HF Group purchaseswe purchase seasonal Chinese specialtyspecialties of vegetables and fruits from farms and other vendors. Increased frequency or duration of extreme weather conditions could also impair production capabilities, disrupt HF Group’sour supply chain or impact demand for its products. Input costs could increase at any point in time for a large portion of the products that HF group sellswe sell for a prolonged period. HF Group’sOur inability to obtain adequate supplies of foodservice and related products as a result of any of the foregoing factors or otherwise could mean that HF Group iswe are unable to fulfill itsour obligations to customers, and customers may turn to other distributors.

The purchasing prices of itsour products vary from time to time, which is subject to market conditions and negotiation with suppliers. The prices of some of itsour products, especially seasonal products, such as vegetables and fruits, have significant fluctuations. HF GroupWe can mitigate the risk of fluctuation in the purchasing and distribution costs by either fixing a price for a certain supply period through negotiation with itsour suppliers, streamlining itsour inventory turnover, andor passing portions of the price fluctuation to itsour customers. However, itwe may not always be able to do that if there are significant and frequent fluctuations. If itwe are unable to mitigate these price fluctuations, itsour performance results will be adversely affected.

As a foodservice distributor, it is necessary for HF Groupus to maintain an inventory of products that may have declines in product pricing levels between the time HF Group purchaseswe purchase the product from suppliers and the time it sellswe sell the product to customers, which could reduce the margin on that inventory, adversely affecting HF Group’sour results of operations.

HF Group’s relationshipsOur relationships with customers may be materially diminished or terminated. The loss of customers could adversely affect HF Group’sour business, financial condition, and results of operations.

HF Group hasWe have maintained long-standing relationships with a number of itsour customers. However, those customers could unilaterally terminate their relationship with HF Groupus or materially reduce the amount of business they conduct with HF Groupus at any time. HF Group’sOur customers may shift their purchase order from HF Groupus to other competitors due to the market competition, change of customer requirements and preferences, or because of the customer’s financial condition. There is no guarantee that HF Groupwe will be able to maintain relationships with any of itsour customers on acceptable terms, or at all. The loss of a number of customers could adversely affect HF Group’sour business, financial condition, and results of operations.

Changes in consumer eating habits could materially and adversely affect HF Group’sour business, financial condition, or results of operations.

HF Group providesWe provide foodservice distribution to Chinese/Asian restaurants, primarily Chinese takeout restaurants, which focus on serving Chinese food to non- Chinesenon-Chinese Americans. Changes in consumer eating habits (such as a decline in consuming food away from home, a decline in portion sizes, or a shift in preferences toward western foods) could reduce demand for HF Group’sour products. Consumer eating habits could be affected by a number of factors, including attitudes regarding diet and health or new information regarding the health effects of consuming certain foods. If consumer eating habits change significantly, HF Groupwe may be required to modify or discontinue sales of certain items in itsour product portfolio, and HF Groupwe may experience higher costscost and/or supply shortages associated with itsour efforts to accommodate those changes as itsour suppliers adapt to new eating preferences. Additionally, changes in consumer eating habits may result in the enactment or amendment of laws and regulations that impact the ingredients and nutritional content of HF Group’sour food products, or laws and regulations requiring HF Group’sus to disclose the nutritional content of itsour food products. Compliance with these laws and regulations, as well as others regarding the ingredients and nutritional content of food products, may be costly and time-consuming. HF GroupWe cannot make any assurances regarding itsour ability to effectively respond to changes in consumer culture preference, health perceptions or resulting new laws or regulations or to adapt its productsour product offerings to trends in eating habits.

HF Group may not be able to achieve its financial targets in the projections disclosed in this Proxy Statement.

HF Group’s ability to meet these financial targets as disclosed in the Proxy Statement depends largely on its successful execution of business plan including various related initiatives. There are various risks related to these efforts, including the risk that these efforts may not provide the expected benefits in its anticipated time frame, if at all, and may prove costlier than expected; and the risk of adverse effects to its business, results of operations and liquidity if past and future undertakings, and the associated changes to its business, do not prove to be cost effective or do not result in the cost savings and other benefits at the levels that HF Group anticipate. HF Group’s intentions and expectations with regard to the execution of its business plan, and the timing of any related initiatives, are subject to change at any time based on management’s subjective evaluation of its overall business needs. If HF Group is unable to successfully execute its business plan, whether due to the failure to realize the anticipated benefits from its various business initiatives in the anticipated time frame or otherwise, it may be unable to achieve these financial targets.

If the products distributed by HF Group are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, HF Group may need to recall its products and may experience product liability claims.

HF Group, like any other foodservice distributor, may be subject to product recalls, including voluntary recalls or withdrawals, if the products HF Group distributes are alleged to have caused injury or illness, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations. HF Group may also choose to voluntarily recall or withdraw products that HF Group determines do not satisfy its quality standards, whether for taste, appearance, or otherwise, in order to protect HF Group’s brand and reputation. Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to HF Group’s reputation, and/or lost sales due to the unavailability of the product for a period of time, could materially adversely affect HF Group’s results of operations and financial condition.

HF Group also faces the risk of exposure to product liability claims in the event that the use of products sold by HF Group are alleged to have caused injury or illness. HF Group cannot be sure that consumption of its products will not cause a health-related illness in the future or that HF Group will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that HF Group’s products caused illness or injury could adversely affect HF Group’s reputation with existing and potential customers and its corporate and brand image.

With respect to product liability claims, HF Group believe it has sufficient insurance coverage. However, this insurance may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of HF Group’s liabilities. HF Group generally seeks contractual indemnification and insurance coverage from parties supplying its products, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by suppliers. If HF Group does not have adequate insurance or contractual indemnification available, product liability relating to defective products could materially adversely affect its results of operations and financial condition.

HF GroupWe may be unable to protect or maintain itsour intellectual property, which could result in customer confusion, a negative perception of its brand and adversely affect its business.

HF Group believesWe believe that itsour intellectual property has substantial value and has contributed significantly to the success of HF Group’sour business. In particular, HF Group’sour trademarks of Han Feng, Inc., are valuable assets that reinforce HF Group’sour customers’ favorable perception of itsour products. HF Group’sOur trademark rights and related registrations may be challenged in the future and could be canceled or narrowed. Failure to protect HF Group’sour trademark rights could cause customer confusion or negatively affect customers’ perception of HF Group’sour brand and products, and eventually adversely affect HF Group’sour sales and profitability. Moreover, intellectual property disputes and proceedings and infringement claims may result in a significant distraction for management and significant expense, which may not be recoverable regardless of whether HF Group iswe are successful. Such proceedings may be protracted with no certainty of success, and an adverse outcome could subject HF Groupus to liabilities, force HF Groupus to cease use of certain trademarks or other intellectual property or force HF Groupus to enter into licenses with others. Any one of these occurrences may have a material adverse effect on HF Group’sour business, results of operations and financial condition.

If HF Group iswe are unable to renew or replace the current lease of itsour warehouse located in Georgia on favorable terms, or the current lease is terminated prior to expiration of its stated term, and itwe cannot find suitable alternate locations, HF Group’s operationour operations and profitability could be negatively impacted.

HF GroupWe currently leaseslease one of itsour warehouses for the distribution center located in Georgia. HF Group’sOur ability to re-negotiate favorable terms on an expiring lease or to negotiate favorable terms for a suitable alternate location, and itsour ability to negotiate favorable lease terms for additional locations, could depend on conditions in the real estate market, competition for desirable properties, its relationships with current and prospective landlords, or other factors that are not within HF Group’sour control. Any or all of these factors and conditions could negatively impact HF Group’sour growth and profitability.

Failure to retain HF Group’sour senior management and other key personnel may adversely affect itsour operations.

HF Group’sOur success is substantially dependent on the continued service of itsour senior management and other key personnel. These executives, and in particular Zhou Min Ni, HF Group’sour Executive Chairman and Chief Executive Officer, and Chan Sin Wong, HF Group’sour President, have been primarily responsible for determining the strategic direction of HF Group’sour business and for executing itsour growth strategy and are integral to itsour brand and culture, and the reputation HF Groupthe Company enjoys with suppliers and consumers. The loss of the services of any of these executives and other key personnel could have a material adverse effect on HF Group’sour business and prospects, as HF Groupwe may not be able to find suitable individuals to replace them on a timely basis, if at all. In addition, any such departure could be viewed in a negative light by investors and analysts, which may cause HF Group’sour stock price to decline. The loss of key employees could negatively affect HF Group’sour business.

If HF Group iswe are unable to attract, train and retain employees, itwe may not be able to grow or successfully operate its business.

The foodservice distribution industry is labor intensive. HF Group’sOur success depends in part upon itsour ability to attract, train and retain a sufficient number of employees who understand and appreciate HF Group’sour culture and are able to represent itsour brand effectively and establish credibility with itsour business partners and customers. HF Group’sOur ability to meet itsour labor needs, while controlling wage and labor-related costs, is subject to numerous external factors, including the availability of a sufficient number of qualified persons in the work force of the regions in which HF Group iswe are located, unemployment levels within those regions, prevailing wage rates, changing demographics, health and other insurance costs and changes in employment legislation. In the event of increasing wage rates, if HF Group failswe fail to increase itsour wages competitively, the quality of itsour workforce could decline, causing itsour customer service to suffer, while increasing itsour wages could cause itsour earnings to decrease. If HF Group iswe are unable to hire and retain employees capable of meeting itsour business needs and expectations, itsour business and brand image may be impaired. Any failure to meet HF Group’sour staffing needs or any material increase in turnover rates of HF Group’sour employees may adversely affect itsour business, results of operations and financial condition.

Changes in and enforcement of immigration laws could increase HF Group’sour costs and adversely affect HF Group’sour ability to attract and retain qualified employees.

Federal and state governments from time to time implement immigration laws, regulations or programs that regulate HF Group’sour ability to attract or retain qualified foreign employees. Some of these changes may increase HF Group’sour obligations for compliance and oversight, which could subject HF Groupus to additional costs and make HF Group’sour hiring process more cumbersome, or reduce the availability of potential employees. Although HF Group haswe have implemented, and isare in the process of enhancing, procedures to ensure itsour compliance with the employment eligibility verification requirements, there can be no assurance that these procedures are adequate and some of itsour employees may, without HF Group’sour knowledge, be unauthorized workers. The employment of unauthorized workers may subject HF Groupus to fines or civil or criminal penalties, and if any of HF Group’sour workers are found to be unauthorized, HF Groupwe could experience adverse publicity that negatively impacts itsour brand and makesmake it more difficult to hire and keep qualified employees. HF GroupWe may be required to terminate the employment of certain of itsour employees who were determined to be unauthorized workers. The termination of a significant number of employees may disrupt HF Group’sour operations, cause temporary increases in HF Group’sour labor costs as it trainswe train new employees and result in additional adverse publicity. HF Group’sOur financial performance could be materially harmed as a result of any of these factors.

Potential labor disputes with employees and increases in labor costs could adversely affect HF Group’sour business.

A considerable amount of HF Group’sour operating costs isare attributable to labor costs and, therefore, itsour financial performance is greatly influenced by increases in wage and benefit costs. As a result, HF Group iswe are exposed to risks associated with a competitive labor market. Rising health care costs and the nature and structure of work rules will be important issues. Any work stoppages or labor disturbances as a result of employees’ dissatisfaction of their current employment terms could have a material adverse effect on HF Group’sour financial condition, results of operations and cash flows. HF GroupWe also expectsexpect that in the event of a work stoppage or labor disturbance, itwe could incur additional costs and face increased competition.

If HF Group failswe fail to comply with requirements imposed by applicable law or other governmental regulations, itwe could become subject to lawsuits, investigations and other liabilities and restrictions on itsour operations that could significantly and adversely affect itsour business.

HF Group isWe are subject to regulation by various federal, state, and local governments, such as food safety and sanitation, ethical business practices, transportation, minimum wage, overtime, wage payment, wage and hour and employment discrimination, immigration, and human health and safety. While HF Group attemptswe attempt to comply with all applicable laws and regulations, itwe cannot represent that it is in full compliance with all applicable laws and regulations or interpretations of these laws and regulations at all times or that itwe will be able to comply with any future laws, regulations or interpretations of these laws and regulations. If HF Group failswe fail to comply with applicable laws and regulations, HF Groupwe may be subject to investigations, criminal sanctions or civil remedies, including fines, injunctions, and prohibitions on exporting. The cost of compliance or the consequences of non-compliance, including debarments, could have an adverse effect on HF Group’sour results of operations. In addition, governmental units may make changes in the regulatory frameworks within which HF Groupwe operate that may require itus to incur substantial increases in costs in order to comply with such laws and regulations.

HF GroupIf the products distributed by us are alleged to have caused injury or illness, or to have failed to comply with governmental regulations, we may need to recall our products and may experience product liability claims.

We, like any other foodservice distributor, may be subject to product recalls, including voluntary recalls or withdrawals, if the products we distribute are alleged to have caused injury or illness, to have been mislabeled, misbranded, or adulterated or to otherwise have violated applicable governmental regulations. We may also choose to voluntarily recall or withdraw products that we determine do not satisfy our quality standards, whether for taste, appearance, or otherwise, in order to protect our brand and reputation. Any future product recall or withdrawal that results in substantial and unexpected expenditures, destruction of product inventory, damage to our reputation, and/or lost sales due to the unavailability of the product for a period of time, could materially adversely affect our results of operations and financial condition.

We also face the risk of exposure to product liability claims in the event that the use of products sold by us are alleged to have caused injury or illness. We cannot be sure that consumption of our products will not cause a health-related illness in the future or that we will not be subject to claims or lawsuits relating to such matters. Further, even if a product liability claim is unsuccessful or is not fully pursued, the negative publicity surrounding any assertion that our products caused illness or injury could adversely affect our reputation with existing and potential customers and our corporate and brand image.

With respect to product liability claims, we believe we have sufficient insurance coverage. However, this insurance may not continue to be available at a reasonable cost or, if available, may not be adequate to cover all of our liabilities. We generally seek contractual indemnification and insurance coverage from parties supplying products to us, but this indemnification or insurance coverage is limited, as a practical matter, to the creditworthiness of the indemnifying party and the insured limits of any insurance provided by such suppliers. If we do not have adequate insurance or contractual indemnification available, product liability relating to defective products could materially adversely affect our results of operations and financial condition.

We could be subject to claims from third parties or members of our workforce that are harmed by the daily operation of our trucking transportation of goods, which could adversely affect our business, brand, financial condition and results of operations.

We are from time to time subject to claims lawsuits, investigations and other legal proceedings relating to injuries to, or deaths of, or property damage incurred by, third parties or members of our workforce that are attributable to the occurrence of vehicular accidents arising from our daily operations of delivery trucks in commercial transport of our goods. We have incurred expenses to settle personal injury or property damage claims, which we sometimes choose to settle for reasons including expediency, protection of our reputation and to prevent the uncertainty of litigating, and we expect that such expenses will continue to increase as our business grows and we operate more trucks on public roadways and in deliveries to our customers’ places of business. Regardless of the outcome of any legal proceeding, any injuries to, or deaths of, or property damage incurred by, any third parties or members of our workforce could result in significant legal, regulatory or financial exposure and negative publicity and harm to our brand, reputation, business, financial condition and results of operations. Our insurance policies and programs may not provide sufficient coverage to adequately mitigate the potential liability we face, especially where any one incident, or a group of incidents, could cause disproportionate harm, and we may have to pay high premiums or deductibles for our coverage and, for certain situations, we may not be able to secure coverage at all.

Our actual losses may exceed our insurance coverages, which could adversely affect our financial condition and results of operations.

We acquire liability insurance indemnification for claims incurred and we periodically evaluate and, as necessary, adjust our insurance coverages as our experience develops or new information is learned. Estimating the number and severity of claims, as well as related judgment or settlement amounts, is inherently difficult, subjective and speculative. A number of external factors can affect the actual losses incurred for any given claim, including the length of time the claim remains open, fluctuations in healthcare costs, legislative and regulatory developments and judicial developments. For any of the foregoing reasons, our actual losses for claims and related expenses may deviate, individually or in the aggregate, from the insurance coverages we have acquired. If we determine that our insurance coverages are inadequate in an individual claim or in aggregate, we may be required to increase loss contingency reserves at the time of the determination, which could result in a decrease to our net profit in the period in which the deficiency is determined and negatively impact our financial condition and results of operations.

We may incur significant costs to comply with environmental laws and regulations, and itwe may be subject to substantial fines, penalties or third-party claims for non-compliance.

HF GroupOur operations are subject to various federal, state, and local laws, rules and regulations relating to the protection of the environment, including those governing:

In the course of operations, HF Group operates, maintains,we operate, maintain, and fuelsfuel vehicles; storesstore fuel in on-site above ground containers; operatesoperate refrigeration systems; and usesuse and disposesdispose of hazardous substances and food waste. HF GroupWe could incur substantial costs, including fines or penalties and third-party claims for property damage or personal injury, as a result of any violations of environmental or workplace safety laws and regulations or releases of regulated materials into the environment. In addition, HF Groupwe could incur investigation, remediation or other costs related to environmental conditions at itsour currently or formerly owned or operated properties.

HF Group’s growth strategy depends on its acquisition other competitors. Failure to use its capital efficiently could have an adverse effect on its profitability.

HF Group’s growth strategy depends on its acquisition other competitors, which will require HF Group to use cash generated by its operations and a portion of the net proceeds of future equity or debt financing and borrowing under bank credit lines. HF Group cannot assure you that cash generated by its operations, the net proceeds of future equity or debt financing and borrowing under bank credit lines will be sufficient to allow HF Group to implement its growth strategy. HF Group has no current letter of intent or other agreement with sources of financing to raise capital and if HF Group is unable to raise funds for acquisitions, HF Group may experience reduced profitability and it could be required to delay, significantly curtail or eliminate expansion plans, which could have a material adverse effect on its future operating performance and the price of its common stock. Furthermore, any default under HF Group’s current or future indebtedness could have a material adverse effect on its cash flow and liquidity.

Litigation may materially adversely affect HF Group’sour business, financial condition and results of operations.

HF Group’sOur operations carry an exposure to litigation risk from consumers, customers, itsour labor force and others, and may be a party to individual personal injury, product liability and other legal actions in the ordinary course of its business, including litigation arising from food-related illness. The outcome of litigation, particularly class action lawsuits and regulatory actions, is difficult to assess or quantify. Plaintiffs in these types of lawsuits may seek recovery of very large or indeterminate amounts, and the magnitude of the potential loss relating to such lawsuits may remain unknown for substantial periods of time. The cost to defend future litigation may be significant. There may also be adverse publicity associated with litigation that may decrease consumer confidence in HF Group’sour businesses, regardless of whether the allegations are valid or whether HF Group iswe me ultimately found liable. As a result, litigation may materially adversely affect HF Group’sour businesses, financial condition, results of operations and cash flows.

Increased commodity prices and availability may impact profitability.

Many of HF Group’sour products include ingredients such as wheat, corn,com, oils, sugar, and other commodities. Commodity prices worldwide have been increasing. While commodity price inputs do not typically represent the substantial majority of HF Group’sour product costs, any increase in commodity prices may cause itsour vendors to seek price increases from HF Group.us. Although HF Group iswe are typically able to mitigate vendor efforts to increase itsour costs, itwe may be unable to continue to do so, either in whole or in part. In the event HF Group iswe me unable to continue mitigating potential vendor price increases, itwe may in turn consider raising itsour prices, and itsour customers may be deterred by any such price increases. HF Group’sOur profitability may be impacted through increased costs to itus which may impact gross margins, or through reduced revenue as a result of a decline in the number and average size of customer transactions.

The U.S. government is currently imposing increases ofincreased tariffs on certain products imported into the U.S., including products imported from China, which may have an adverse impact on HF Group’sour future operating results.

HF Group sells itsWe sell our products based on the cost of such products plus a percentage markup. HF Group importsWe import approximately 20% of itsour products from other countries, including China. The U.S. government is currently imposing increases ofand proposing increased tariffs on certain products imported into the U.S., including products imported from China. Some of HF Group’sour imported products may be subject to these increased tariffs and accordingly, HF Group’sour purchasing costs will be increased. HF GroupWe may determine to increase itsour sales prices in order to pass these increased costs to itsour customers. In the event HF Group determineswe determine to take such action, itsour customers may reduce their orders from HF Group,us, which could negatively affect HF Group’sour profitability and operating results.

Severe weather, natural disasters and adverse climate changes may materially adversely affect HF Group’sour financial condition and results of operations.

Severe weather conditions and other natural disasters in areas where HF Group’sour distribution network covers or from which HF Group obtainswe obtain the products it sellswe sell may materially adversely affect itsour operations or itsour product offerings and, therefore, itsour results of operations. Such conditions may result in physical damage to, or temporary or permanent closure of, one or more of HF Group’sour distribution centers, an insufficient work force in HF Group’sour market regions and/or temporary disruption in the supply of products, including delays in the delivery of goods to HF Group’sour warehouses or a reduction in the availability of products in itsour offerings. In addition, adverse climate conditions and adverse weather patterns, such as drought or flood, that impact growing conditions and the quantity and quality of crops may materially adversely affect the availability or cost of certain products within itsour supply chain. Any of these factors may disrupt HF Group’sour businesses and materially adversely affect itsour financial condition, results of operations and cash flows.

The unaudited pro forma financial information included elsewhere in this proxy statement may not be indicative of what the combined company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this joint proxy statement is presented for illustrative purposes only, has been prepared based on a number of assumptions and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the business combination been completed on the dates indicated. See “Unaudited Pro Forma Consolidated Combined Financial Information”.

HF Group reliesWe rely on technology in itsour business and any cybersecurity incident, other technology disruption or delay in implementing new technology could negatively affect itsour business and itsour relationships with customers.

HF Group usesWe use technology in itsour business operations, and itsour ability to serve customers most effectively depends on the reliability of itsour technology systems. HF Group usesWe use software and other technology systems, among other things, to generate and select orders, to make purchases, to manage warehouses and to monitor and manage itsour business on a day-to-day basis. Further, HF Group’sour business involves the storage and transmission of numerous classes of sensitive and/or confidential information and intellectual property, including customers’ and suppliers’ personal information, private information about employees, and financial and strategic information about the company and its business partners.

These technology systems are vulnerable to disruption from circumstances beyond HF Group’sour control, including fire, natural disasters, power outages, systems failures, security breaches, espionage, cyber-attacks, viruses, theft and inadvertent release of information. Any such disruption to these software and other technology systems, or the technology systems of third parties on which HF Group relies,we rely, the failure of these systems to otherwise perform as anticipated, or the theft, destruction, loss, misappropriation, or release of sensitive and/or confidential information or intellectual property, could result in business disruption, negative publicity, brand damage, violation of privacy laws, loss of customers, potential liability and competitive disadvantage, any or all of which would potentially adversely affect HF Group’sOur customer service, decrease the volume of our business and result in increased costs and lower profits.

Further, as HF Group pursues itswe pursue our strategy to grow through acquisitions and to pursue new initiatives that improve itsour operations and cost structure, HF Group iswe are also expanding and improving itsour information technology, resulting in a larger technological presence and corresponding exposure to cybersecurity risk. If HF Group failswe fail to assess and identifiesidentify cybersecurity risks associated with acquisitions and new initiatives, itwe may become increasingly vulnerable to such risks. Information technology systems continue to evolve and, in order to remain competitive, HF Group needswe need to implement new technologies in a timely and efficient manner. If itsour competitors implement new technologies more quickly or successfully than HF Group does,we do, such competitors may be able to provide lower cost or enhanced services of superior quality compared to those HF Group provides,we provide, which could have an adverse effect on our results of operations.

HF Group’sOur current indebtedness may adversely affect itsour liquidity position and ability of future financing.

As of MarchDecember 31, 2018, HF Group has $11.2we have $8.19 million of debt borrowed from a bank credit linelines and $15.4$14.56 million of long-term mortgage loans, which could adversely affect the company’sour cash flow, itsour ability to raise additional capital or obtain financing in the future, react to changes in business and repay other debts. These bank loans contain covenants that restrict the ability of HF Groupus to incur additional debt and operate itsour business. HF GroupWe may not be able to generate the significant amount of cash needed to pay interest and principal on its debt facilities or refinance all or a portion of its indebtedness, due to the factors, including significant change of economic condition, market competition, whether conditions, outbreak of disaster, and failure of execution of its business plan.

Risk Factors Relating to HF Group’s Acquisition Strategy

Our continued growth depends on future acquisitions of other distributors or wholesalers and enlarge its customer bases. The failure to achieve these goals could negatively impact our results of operations and financial condition.

Historically, a portion of our growth has come through acquisitions, and our growth strategy depends, in large part, on acquiring other distributors or wholesalers to access the untapped market regions and enlarge our customer base. Successful implementation of this strategy is dependent on sufficient capital support from financing, finding suitable targets to acquire, identifying suitable locations and negotiating acceptable acquisition prices. There can be no assurance that we will continue to grow through acquisitions. We may not be able to obtain sufficient capital support for the expansion plan, or successfully implement the plan to acquire other competitors timely or within budget or operate them successfully.

If we are unable to integrate acquired businesses successfully or realize anticipated economic, operational and other benefits and synergies in a timely manner, our earnings may be materially adversely affected. A significant expansion of our business and operations, in terms of geography or magnitude, could strain our administrative and operational resources. Significant acquisitions may also require the issuance of material additional amounts of debt or equity, which could materially alter our debt-to-equity ratio, increase the interest expense and decrease net income, and make it difficult for us to obtain favorable financing for other acquisitions or capital investments.

Our operating results will be adversely affected if we fail to implement our growth strategy or if we invest resources in a growth strategy that ultimately proves unsuccessful.

There is a scarcity of and competition for acquisition opportunities.

There are a limited number of operating companies available for acquisition that we deem to be desirable targets. In addition, there is a very high level of competition among companies seeking to acquire these operating companies. Many established and well- financed entities are active in acquiring interests in companies that we may find to be desirable acquisition candidates. Many of these entities have significantly greater financial resources, technical expertise and managerial capabilities than us. Consequently, we will be at a competitive disadvantage in negotiating and executing possible acquisitions of these businesses. Even if we are able to successfully compete with these entities, this competition may affect the terms of completed transactions and, as a result, we may pay more or receive less favorable terms than we expected for potential acquisitions. We may not be able to identify operating companies that complement our strategy, and even if we identify a company that complements our strategy, we may be unable to complete an acquisition of such a company for many reasons, including:

Risks related to acquisition financing.

We have a limited amount of financial resources and our ability to make additional acquisitions without securing additional financing from outside sources is limited. In order to continue to pursue our acquisition strategy, we may be required to obtain additional financing. We may obtain such financing through a combination of traditional debt financing or the placement of debt and equity securities. We may finance some portion of our future acquisitions by either issuing equity or by using shares of our common stock for all or a portion of the purchase price for such businesses. In the event that our common stock does not attain or maintain a sufficient market value, or potential acquisition candidates are otherwise unwilling to accept our common stock as part of the purchase price for the sale of their businesses, we may be required to use more of our cash resources, if available, in order to maintain our acquisition program. If we do not have sufficient cash resources, we will not be able to complete acquisitions and our growth could be limited unless we are able to obtain additional capital through debt or equity financings. The terms of our credit facility require that we obtain the consent of our lenders prior to securing additional debt financing. There could be circumstances in which our ability to obtain additional debt financing could be constrained if we are unable to secure such consent.

To the extent we make any material acquisitions, our earnings may be adversely affected by non-cash charges relating to the amortization of intangible assets.

Under applicable accounting standards, purchasers are required to allocate the total consideration paid in a business combination to the identified acquired assets and liabilities based on their fair values at the time of acquisition. The excess of the consideration paid to acquire a business over the fair value of the identifiable tangible assets acquired must be allocated among identifiable intangible assets including goodwill. The amount allocated to goodwill is not subject to amortization. However, it is tested at least annually for impairment. The amount allocated to identifiable intangible assets, such as customer relationships and the like, is amortized over the life of these intangible assets. We expect that this will subject us to periodic charges against our earnings to the extent of the amortization incurred for that period. Because our business strategy focuses, in part, on growth through acquisitions, our future earnings may be subject to greater non-cash amortization charges than a company whose earnings are derived solely from organic growth. As a result, we may experience an increase in non-cash charges related to the amortization of intangible assets acquired in our acquisitions. Our financial statements will show that our intangible assets are diminishing in value, even if the acquired businesses are increasing (or not diminishing) in value.

We are not obligated to follow any particular criteria or standards for identifying acquisition candidates.

We are not obligated to follow any particular operating, financial, geographic or other criteria in evaluating candidates for potential acquisitions or business combinations. We will determine the purchase price and other terms and conditions of acquisitions. Our stockholders will not have the opportunity to evaluate the relevant economic, financial and other information that our management team will use and consider in deciding whether or not to enter into a particular transaction.

We may be required to incur a significant amount of indebtedness in order to successfully implement our acquisition strategy.

Subject to the restrictions contained under our current credit facilities, we may be required to incur a significant amount of indebtedness in order to complete future acquisitions. If we are not able to generate sufficient cash flow from the operations of acquired businesses to make scheduled payments of principal and interest on the indebtedness, then we will be required to use our capital for such payments. This will restrict our ability to make additional acquisitions. We may also be forced to sell an acquired business in order to satisfy indebtedness. We cannot be certain that we will be able to operate profitably once we incur this indebtedness or that we will be able to generate a sufficient amount of proceeds from the ultimate disposition of such acquired businesses to repay the indebtedness incurred to make these acquisitions.

We may experience difficulties in integrating the operations, personnel and assets of acquired businesses that may disrupt our business, dilute stockholder value and adversely affect our operating results.

A core component of our business plan is to acquire businesses and assets in the food distribution industry. There can be no assurance that we will be able to identify, acquire or profitably manage businesses or successfully integrate acquired businesses into the Company without substantial costs, delays or other operational or financial problems. Such acquisitions also involve numerous operational risks, including:

As a result, if we fail to properly evaluate and execute any acquisitions or investments, our business and prospects may be seriously harmed.

Risk Factors Relating to HF Group’s Common Stock

A trading market for our common stock may not be sustained and our common stock prices could decline.

Although our common stock is listed on the Nasdaq Capital Market under the symbol “HFFG”, an active trading market for the shares of our common stock may not be sustained. Accordingly, no assurance can be given as to the following:

In addition, our common stock has experienced price and volume volatility over the past year. The market price and volume of our common stock may continue to experience fluctuations not only due to general stock market conditions but also due to government regulatory action, tax laws, interest rates, the condition of the U.S. economy and a change in sentiment in the market regarding our industry, operations or business prospects. In addition to other factors, the price and volume volatility of our common stock may be affected by:

If an active market is not maintained, or if our common stock continues to experience price and volume volatility, the market price of our common stock may decline.

Stockholders of a public company sometimes bring securities class action suits against the company following periods of instability in the market price of that company’s securities. If we were involved in a class action suit, it could divert a significant amount of our management’s attention and other resources from our business and operations, which could harm our results of operations and require us to incur significant expenses to defend the suit. Any such class action suit, whether or not successful, could harm our reputation and restrict our ability to raise capital in the future. In addition, if a claim is successfully made against us, we may be required to pay significant damages, which could have a material adverse effect on our results of operations and financial condition.

Furthermore, our ability to raise funds through the issuance of equity or otherwise use our common stock as consideration is impacted by the price of our common stock. A low stock price may adversely impact our ability to reduce our financial leverage, as measured by the ratio of total debt to total capital. Continued high levels of leverage or significant increases may adversely affect our credit ratings and make it more difficult for us to access additional capital. These factors may limit our ability to implement our operating and growth plans.

Zhou Min Ni beneficially owns approximately 31% of our outstanding common stock and has the ability to control our business and affairs, which may prevent us from taking actions that may be favorable to our other stockholders.

As of December 31, 2018, Zhou Min Ni, who is our Chief Executive Officer and Chairman of our board of directors, beneficially owned approximately 6,689,896 of our outstanding common stock, representing approximately 31% of the voting power of our capital stock. As a result, Zhou Min Ni has the ability to control all matters requiring approval by our stockholders, including the election and removal of directors and any proposed merger, consolidation or sale of all or substantially all of our assets. This concentration of ownership could have the effect of delaying, deferring or preventing a change in control of us or impeding a merger or consolidation, takeover or other business combination involving us that could be favorable to you.

Our current management doesn’tdoes not have corporate governance experience, and itwe may need to recruit expertise on corporate governance and capital marketmarkets to comply with the regulations and communicate with the capital market after the merger,markets, which may increase the Group’sour operating expenses.

HF Group’sOur current management doesn’t have experience in running a public company and conducting corporate governance required of a public company. It may take time for HF Group’sour management team to learn to comply with the reporting, disclosure and corporate governance requirements and listing standards following consummation of the merger. ItNasdaq Stock Market. We may need to recruit expertise on corporate governance and capital markets to comply with applicable regulations and communicate with the capital markets, after merger, which may increase the Group’sour operating expenses.

Risk Factors RelatingWe have identified material weaknesses in our internal control over financial reporting, which could affect our ability to Atlantic’s Businessensure timely and reliable financial reports, affect the ability of our auditors to attest to the effectiveness of our internal controls should we become an accelerated filer in the future, and weaken investor confidence in our financial reporting.

Atlantic will be forced to liquidateThe Sarbanes-Oxley Act of 2002 requires, among other things, that we design, implement and maintain adequate internal controls and procedures over financial reporting. Our management has concluded that (i) our internal controls over financial reporting were not effective as of December 31, 2018, (ii) there existed a material weaknesses in our internal control over financial reporting as of December 31, 2018, and (iii) our disclosure controls and procedures were not effective as of December 31, 2018. Please see the trust account if it cannot consummate a business combination bydiscussion of these conclusions below under Item 9A. “Controls and Procedures” of our most recent Annual Report on Form 10-K filed with the date that is 18 months from the closing of the IPO, or February 14, 2019, or by the date that is 24 months from the closing of the IPO, or August 14, 2019, if we extend the period of time to consummate a business combination. In the event of a liquidation, Atlantic’s public shareholders will receive $10.20 per share and the Atlantic rights will expire worthless.SEC.

If Atlantic is unableWe believe we are taking appropriate actions to complete a business combination byremediate such material weakness and inadequate disclosure controls and procedures; however, such measures may not be sufficient to address the datematerial weaknesses identified or ensure that is 18 months fromour disclosure controls and procedures are effective. We may also discover other material weaknesses in the closing of the IPO, or February 14, 2019, or by the date that is 24 months from the closing of the IPO, or August 14, 2019, if we extend the period of time to consummate a business combination, and is forced to liquidate, the per-share liquidation distribution will be $10.20. Furthermore, there will be no distribution with respect to the Atlantic rights, which will expire worthless as a result of Atlantic’s failure to complete a business combination.

You must tender your Atlantic common stock in order to validly seek redemption at the special meeting of shareholders.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Atlantic’s transfer agent in each case by 5:00 p.m. on _____________, 2018 [two business days prior to the Special Meeting], or to deliver your common stock to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System by such date and time, which election would likely be determined based on the manner in which you hold your common stock. The requirement for physical or electronic delivery by two business days prior to the Special Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Special Meeting takes place.future. Any failure to observe these procedures willmaintain or implement required new or improved controls, or any difficulties we encounter in the implementation of such controls, could cause us to fail to meet our periodic reporting obligations or result in your lossmaterial misstatements in our financial statements and affect the ability of redemption rightsour auditors to attest to the effectiveness of our internal control over financing reporting to the extent we become an accelerated filer in connection with the vote on the Business Combination.

If third parties bring claims against Atlantic, the proceeds held in trust could be reducedfuture. In addition, substantial costs and the per-share liquidation price received by Atlantic’s shareholdersresources may be less than $10.20.

Atlantic’s placing of funds in trust may not protect those funds from third party claims against Atlantic. Although Atlantic has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waivingrequired to rectify any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of Atlantic’s public shareholders, they may still seek recourse against the trust account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Atlantic’s public shareholders.internal control deficiencies. If Atlantic liquidates the trust account before the completion of a business combination and distributes the proceeds held therein to its public shareholders, Wai Fun Cheng, Ren Hua Zheng, Richard Xu and Tom W. Su have contractually agreed that they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but only if such a vendor or prospective target business does not execute such a waiver. However, Atlanticwe cannot assure you that they will be able to meet such obligation. Therefore, the per-share distribution from the trust account for our shareholders may be less than $10.20 due to such claims.

Additionally, if Atlantic is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in Atlantic’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its shareholders. To the extent any bankruptcy claims deplete the trust account, Atlantic may not be able to return $10.20 to our public shareholders.

Any distributions received by Atlantic shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Atlantic was unable to pay its debts as they fell due in the ordinary course of business.

Atlantic’s Amended and Restated Certificate of Incorporation provides that it will continue in existence only until the date that is 18 months from the closing of the IPO, or February 14, 2019, or until the date that is 24 months from the closing of the IPO, or August 14, 2019, if we extend the period of time to consummate a business combination. If Atlantic is unable to consummate a transaction within the required time periods, upon notice from Atlantic, the trustee of the trust account will distribute the amount in its trust account to its public shareholders. Concurrently, Atlantic shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Atlantic cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the trust account for such purpose, Wai Fun Cheng, Ren Hua Zheng, Richard Xu and Tom W. Su have contractually agreed that, if it liquidates prior to the consummation of a business combination, they will be liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by Atlantic for services rendered or contracted for or products sold to it, but only if such a vendor or prospective target business does not execute such a waiver.

Thereafter, Atlantic’s sole business purpose will be to dissolve through the voluntary liquidation procedure under the DGCL. In such a situation under the DGCL, a liquidator would be appointed and would give at least 21 days’ notice to creditors of his intention to make a distribution by notifying known creditors (if any) and by placing a public advertisement, although in practice this notice requirement need not necessarily delay the distribution of assets as the liquidator may be satisfied that no creditors would be adversely affected as a consequence of a distribution before this time period has expired. As soon as the affairs of the company are fully wound-up, the liquidator must lay his final report and accounts before a final general meeting which must be called by a public notice at least one month before it takes place. After the final meeting, the liquidator must make a return to the Registrar confirming the date on which the meeting was held and three months after the date of such filing the company is dissolved. It is Atlantic’s intention to liquidate the trust account to its public shareholders as soon as reasonably possible and Atlantic’s insiders have agreed to take any such action necessary to liquidate the trust account and to dissolve the company as soon as reasonably practicable if Atlantic does not complete a business combination within the required time period. Pursuant to Atlantic’s Amended and Restated Certificate of Incorporation, failure to consummate a business combination by the date that is 18 months from the closing of the IPO, or February 14, 2019, or by the date that is 24 months from the closing of the IPO, or August 14, 2019, if we extend the period of time to consummate a business combination, will trigger an automatic winding up of the company.

If Atlantic is forced to enter into an insolvent liquidation, any distributions received by Atlantic shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Atlantic was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Atlantic’s shareholders. Furthermore, Atlantic’s board may be viewed as having breached their fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Atlantic to claims of damages, by paying public shareholders from the trust account prior to addressing the claims of creditors. Atlantic cannot assure you that claims will not be brought against it for these reasons.

If Atlantic’s due diligence investigation of HF Group was inadequate, then shareholders of Atlantic following the Business Combinationproduce reliable financial reports, investors could lose some or all of their investment.

Even though Atlantic conducted a due diligence investigation of HF Group, it cannot be sure that this diligence uncovered all material issues that may be present inside HF Group or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of HF Group and its business and outside of its control will not later arise.

All of Atlantic’s officers and directors own Atlantic common stock and Atlantic rights which will not participateconfidence in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the business combination is appropriate.

All of Atlantic’s officers and directors own an aggregate of 1,106,247 shares and 319,125 units of Atlantic common stock. Such individuals have waived their right to redeem these shares, or to receive distributions with respect to these shares upon the liquidation of the trust account if Atlantic is unable to consummate a business combination. Accordingly, the Atlantic common stock, as well as the Atlantic units purchased by our officers or directors, will be worthless if Atlantic does not consummate a business combination. Based on a market price of $[___] per Atlantic share of common stock on [_______], 2018 and $[___] per right on [_______], 2018, the value of these shares and units was approximately $[___] million. The Atlantic common stock acquired prior to the IPO, as well as the Atlantic units will be worthless if Atlantic does not consummate a business combination. Consequently, our directors’ and officers’ discretion in identifying and selecting HF Group as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Atlantic’s stockholders’ best interest.

Atlantic’s public shareholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a “group” with, are restricted from seeking redemption rights with respect to more than 25% of the Atlantic common stock sold in the IPO.

Atlantic is offering each of its public shareholders (but not its initial shareholders) the right to have his, her, or its common stock redeemed for cash. Notwithstanding the foregoing, an Atlantic public shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” will be restricted from seeking redemption rights with respect to more than 25% of the Atlantic common stock sold in the IPO. Accordingly, if you beneficially own more than 25% of the Atlantic common stock sold in the IPO and the Business Combination is approved, you will not be able to seek redemption rights with respect to the full amount of your Atlantic common stock and may be forced to hold such additional Atlantic common stock and any rights or sell them in the open market. Atlantic cannot assure you that the value of such additional Atlantic common stock will appreciate over time following the Business Combination or thatreported financial information, the market price of Atlantic’sour common stock will exceed the redemption price.could decline significantly, and our business and financial condition could be adversely affected.

Pursuant to Atlantic’s Amended and Restated Certificate of Incorporation, without Atlantic’s prior written consent, none of Atlantic’s public shareholders, whether acting singly or with any affiliate or other person acting in concert or as a “group,” shall be permitted to exercise voting rights on any proposal submitted for consideration at the special meeting with respect to more than 25% of the Atlantic common stock sold in the IPO. Accordingly, if you hold more than 25% of the Atlantic common stock sold in the IPO (such sharesWe are referred to herein as “Excess Shares”), you will be restricted from exercising voting rights with respect to any Excess Shares and such Excess Shares will remain outstanding following consummation of the Business combination. We cannot assure you that the value of such Excess Shares will appreciate over time following the Business Combination or that the market price of Atlantic’s common stock will exceed the per-share redemption price.

Atlantic is requiring shareholders who wish to redeem their common stock in connection with a proposed business combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Atlantic is requiring public shareholders who wish to redeem their common stock to either tender their certificates to our transfer agent at any time prior to 5:00 p.m. on _____________, 2018 [two business days prior to the Special Meeting] or to deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC (Deposit/Withdrawal At Custodian) System by such date and time. In order to obtain a physical certificate, a shareholder’s broker and/or clearing broker, DTC and Atlantic’s transfer agent will need to act to facilitate this request. It is Atlantic’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, we cannot assure you of this fact. Accordingly, if it takes longer than Atlantic anticipates for shareholders to deliver their common stock, shareholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their common stock.

Atlantic will require its public shareholders who wish to redeem their common stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming shareholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Atlantic requires public shareholders who wish to redeem their common stock in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Atlantic will promptly return such certificates to its public shareholders. Accordingly, investors who attempted to redeem their common stock in such a circumstance will be unable to sell their securities after the failed acquisition until Atlantic has returned their securities to them. The market price for Atlantic’s common stock may decline during this time and you may not be able to sell your securities when you wish to, even while other shareholders that did not seek redemption may be able to sell their securities.

Atlantic’s initial shareholders, including its officers and directors, control a substantial interest in Atlantic and thus may influence certain actions requiring a shareholder vote.

Atlantic’s initial shareholders, including all of its officers and directors, collectively own approximately 24.6% of its issued and outstanding common stock. However, if a significant number of shareholders vote, or indicate an intention to vote, against the Business Combination, Atlantic’s officers, directors, initial shareholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. Atlantic’s initial shareholders have agreed to vote any shares they own in favor of the Business Combination.

If Atlantic’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of Atlantic’s securities.

Atlantic’s initial shareholders are entitled to make a demand that it register the resale of their initial shares at any time commencing three months prior to the date on which their shares may be released from escrow. Additionally, the purchasers of Atlantic private units sold in an offering that was consummated simultaneously with the IPO or the Atlantic unit offering, are entitled to demand that Atlantic register the resale of their units and underlying common stock at any time commencing three months after Atlantic consummates a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 1,481,622 shares of Atlantic common stock eligible for trading in the public market. The presence of these additional common stock trading in the public market may have an adverse effect on the market price of Atlantic’s securities.

Atlantic will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

Atlantic is not required to obtain an opinionattestation report on our assessment of our internal control over financial reporting from an unaffiliated third party thatindependent registered public accounting firm, which may cause investors to lose confidence in us and cause the price it is paying is fairof our common stock to its public shareholders from a financial point of view. Atlantic’s public shareholders therefore, must rely solely on the judgment of Atlantic’s board of directors.be negatively impacted.

Under rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of 2002, we are not required to obtain from our independent registered public accounting firm an attestation report on our assessment of our internal control over financial reporting, and we have not voluntarily sought such a report in the past. If the Business Combination’s benefitswe do not meetvoluntarily seek to obtain an unqualified attestation report on our assessment of our internal control over financial reporting from our independent registered public accounting firm in the expectationsfuture, or if we seek to obtain such a report but our independent registered public accounting firm is unable to provide one to us, investors may lose confidence in us and the price of our common stock may be negatively impacted.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

We are an “emerging growth company”, as defined in the JOBS Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these reporting exemptions until we are no longer an emerging growth company. We cannot predict if investors will find our common stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

We will remain an emerging growth company for up to five years, although we will lose that status sooner if we have more than $1.07 billion of revenues in a fiscal year, have more than $700 million in market value of our common stock held by non-affiliates as of any June 30 or issue more than $1.0 billion of non-convertible debt over a rolling three-year period.

Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have elected to avail ourselves of this exemption and, therefore, we will not be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

To the extent that we rely on any of the exemptions available to emerging growth companies, you will receive less information about our executive compensation and internal control over financial reporting than issuers that are not emerging growth companies.

Future sales of our common stock may cause our stock price to decline.

As of March 27, 2019, there were 22,167,486 shares of our common stock outstanding. Of this number, 2,137,653 shares of common stock were freely tradable without restriction, unless the shares are purchased by our affiliates. The remaining 20,029,833 shares of common stock were “restricted securities” as that term is defined under Rule 144 of the Securities Act. None of our directors, executive officers or industry analysts,employees, except Zhou Min Ni, are subject to lock-up agreements or market stand-off provisions that limit their ability to sell shares of our common stock. The sale of a large number of shares of our common stock, or the belief that such sales may occur, could cause a drop in the market price of Atlantic’sour common stock.

If securities mayanalysts do not publish, or cease publishing, research or reports about us, our business or our market, or if they change their recommendations regarding our stock adversely, the price of our common stock and trading volume could decline.

The trading market for our common stock could be influenced by any research and reports that securities or industry analysts publish about us, our business or our market. If one or more of the analysts who covers us downgrades our common stock or publishes inaccurate or unfavorable research about us, our business or our market, the price of Atlantic’s securitiesour common stock would likely decline. If one or more of these analysts ceases coverage of us or fails to publish reports on us regularly, demand for our common stock could decrease, which could cause the price of our common stock and trading volume to decline.

We do not currently intend to pay dividends on our common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our common stock.

We have not declared or paid dividends on our common stock and we do not intend to do so in the near term. We currently intend to invest our future earnings, if any, to fund our growth. Therefore, you are not likely to receive any dividends on your common stock in the near term, and capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future.

Provisions in our amended and restated certificate of incorporation and Delaware law may decline as a resulthave the effect of discouraging lawsuits against our directors and officers.

Our amended and restated certificate of incorporation requires that, unless the company consents in writing to the selection of an alternative forum, the Court of Chancery of the Business Combination if:State of Delaware shall be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of the company, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the company to the company or the company’s stockholders, (iii) any action asserting a claim against the company, its directors, officers or employees arising pursuant to any provision of the Delaware General Corporation Law or our amended and restated certificate of incorporation or the bylaws, or (iv) any action asserting a claim against the company, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, (a) any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction, and (b) any action or claim arising under the Securities Exchange Act of 1934, as amended or the Securities Act of 1933, as amended. This provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the company and its directors, officers, or other employees.

●        Atlantic does not achieve

Risk Factors Relating to B&R Global’s Business

See the perceived benefitssection titled “Risk Factors Relating to HF Group’s Business,” above, for a discussion of the acquisitionrisk factors that are also applicable to B&R Global’s business, as rapidly as, or toB&R Global and HF Group operate in the extent anticipated by, financial or industry analysts; orsame industry.

●        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Atlantic’s directors and officers may have certain conflicts in determining to recommend the acquisition of HF Group, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a shareholder.

Atlantic’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a shareholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Atlantic common stock owned by Atlantic’s management and directors, or their affiliates and associates, would become worthless if the Business Combination Proposal is not approved and Atlantic otherwise fails to consummate a business combination prior to its liquidation date.

Atlantic will incur significant transaction costs in connection with transactions contemplated by the Acquisition Agreement.

Atlantic will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Atlantic may not have sufficient funds to seek an alternative business combination and may be forced to liquidate and dissolve.

Risk Factors Relating to the Business Combination

Atlantic and HF Group and B&R Global have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Atlantic ifHF Group, whether or not the Business Combination is completed or by Atlantic if the Business Combination is not completed.

AtlanticHF Group and HF GroupB&R Global expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, AtlanticHF Group expects to incur approximately $[●] in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by AtlanticHF Group if the Business Combination is completed or by AtlanticHF Group if the Business Combination is not completed.

In the event that a significant number of Atlantic’s common stock are redeemed, its stock may become less liquid following the Business Combination.

If a significant number of Atlantic’s common stock are redeemed, Atlantic may be left with a significantly smaller number of shareholders. As a result, trading in the shares of the surviving company followingFollowing the Business Combination, may be limited and your ability to sell yourthe former stockholders of B&R Group will own a majority of our outstanding shares, inmeaning that if the market could be adversely affected. Nasdaq may not list Atlantic’s shares on its exchange, which could limit investors’ ability to make transactions in Atlantic’s securities and subject Atlantic to additional trading restrictions.

Atlantic will be required to meetformer holders of B&R Group voted as a block, the initial listing requirements to be listed on the Nasdaq Stock Market. Atlantic maycurrent HF Group stockholders would not be able to meet those initial listing requirements. Even if Atlantic’s securities are so listed, Atlantic may be unable to maintainelect directors or take action that the listing of its securities in the future.former B&R stockholders did not approve.

If Atlantic fails to meetAfter the initial listing requirementsBusiness Combination, HF Group’s current public shareholders will own approximately [●]% of HF Group, HF Group’s current directors, officers and Nasdaq doesaffiliates will own approximately [●]% of HF Group, and the former stockholders of B&R Global will own approximately 58.1% of HF Group.  Because the former stockholders of B&R Group will own a majority of our outstanding shares, if the former holders of B&R Group voted as a block, the current HF Group stockholders would not list its securities on its exchange, Atlantic could face significant material adverse consequences, including:be able elect directors or take action that the former B&R stockholders did not approve.

●         a limited availability of market quotations for its securities;

●         a limited amount of news and analyst coverage for the company; and

●         a decreased ability to issue additional securities or obtain additional financing in the future.

AtlanticHF Group may waive one or more of the conditions to the Business Combination without resoliciting shareholder approval for the Business Combination.

AtlanticHF Group may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The board of directors of AtlanticHF Group will evaluate the materiality of any waiver to determine whether amendment of this proxy statement and resolicitation of proxies is warranted. In some instances, if the board of directors of AtlanticHF Group determines that a waiver is not sufficiently material to warrant resolicitation of shareholders, AtlanticHF Group has the discretion to complete the Business Combination without seeking further shareholder approval. For example, it is a condition to Atlantic’sHF Group’s obligations to close the Business Combination that there be no restraining order, injunction or other order restricting HF Group’sB&R Global’s conduct of its business,business; however, if the board of directors of AtlanticHF Group determines that any such order or injunction is not material to the business of HF Group,B&R Global, then the board may elect to waive that condition and close the Business Combination.

There willIf HF Group’s due diligence investigation of B&R Global was inadequate, then shareholders of HF Group following the Business Combination could lose some or all of their investment.

Even though HF Group conducted a due diligence investigation of B&R Global, it cannot be a substantial number of Atlantic’s common stock available for sale in the futuresure that this diligence uncovered all material issues that may adversely affectbe present inside B&R Global or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of B&R Global and its business and outside of its control will not later arise.

HF Group will not obtain an opinion from an unaffiliated third party as to the fairness of the Business Combination to its shareholders.

HF Group is not required to obtain an opinion from an unaffiliated third party that the price it is paying is fair to its public shareholders from a financial point of view. Therefore, HF Group’s public shareholders must rely solely on the judgment of HF Group’s board of directors, and will not have an independent third party confirm that the transaction is fair to HF Group’s stockholders.  Without a fairness opinion, it is more likely that HF Group’s Board of Directors did not accurately determine the value of B&R and that HF Group is paying more for B&R Global that it should.

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of Atlantic’s common stock.HF Group’s securities may decline.

Atlantic currently has authorized share capital of 31,000,000 shares consisting of 30,000,000 common stock with a par value of $0.0001 per share and 1,000,000 shares of preferred stock with a par value of $0.0001 per share.

The shares to be issued in the business combination to the post-Business Combination shareholders, will be subject to certain restrictions on sale and cannot be sold for six (6) months (or in certain cases, twelve (12) months) from the datemarket price of HF Group’s securities may decline as a result of the Business Combination. In addition, the holdersCombination if:

Accordingly, investors may experience a loss as a result of the shares to be issued in the Business Combination are parties to a Registration Rights Agreement that would allow the sale of the such shares to occur as early as 60 days from the date of the Business Combination. After the expiration of this restricted period, there will then be an additional 1,106,247 shares that are eligible for trading in the public market. The availability of such a significant number of securities for trading in the public market may have an adverse effect on the market price of Atlantic’s shares.decreasing stock prices.

After the Business Combination, assuming no redemptions of common stock for cash, Atlantic’s current non-management public shareholders will own approximately 18.5% of Atlantic, Atlantic’s current directors, officers and affiliates will own approximately 5.6% of Atlantic, and the former stockholders of HF Group will own approximately 75.9% of Atlantic. Assuming redemption by holders of 3,876,047 Atlantic’s outstanding common stock, Atlantic public shareholders will own approximately 4.4% of Atlantic, Atlantic’s current directors, officers and affiliates will own approximately 6.6% of Atlantic, and the former stockholders of HF Group will own approximately 89.0% of Atlantic. The minority position of the former Atlantic shareholders will give them limited influence over the management and operations of the post-Business Combination company.

Atlantic is an “emerging growth company” and the reduced disclosure requirements applicable to emerging growth companies may make its securities less attractive to investors.

Atlantic is an “emerging growth company,” as defined in the JOBS Act. It may remain an “emerging growth company” until the fiscal year ended December 31, 2022. However, if its non-convertible debt issued within a three-year period or revenues exceeds $1 billion, or the market value of its common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Atlantic would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, Atlantic is not required to comply with the auditor attestation requirements of section 404 of the Sarbanes-Oxley Act, has reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and is exempt from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Additionally, as an emerging growth company, Atlantic has elected to delay the adoption of new or revised accounting standards that have different effective dates for public and private companies until those standards apply to private companies. As such, Atlantic’s financial statements may not be comparable to companies that comply with public company effective dates. As a result, potential investors may be less likely to invest in our securities.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. Forward-looking statements include statements about our expectations, beliefs, plans, objectives, intentions, assumptions and other statements that are not historical facts. Words or phrases such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “will” or similar words or phrases, or the negatives of those words or phrases, may identify forward-looking statements, but the absence of these words does not necessarily mean that a statement is not forward-looking. Examples of forward-looking statements in this proxy statement include, but are not limited to, statements regarding our disclosure concerning HF Group’sB&R Global’s operations, cash flows, financial position and dividend policy.

Forward-looking statements appear in a number of places in this proxy statement including, without limitation, in the sections entitled “Dividend Policy,” “Management’s Discussion and Analysis of Financial Conditions and Results of Operations of HF Group,B&R Global,” and “HF Group’s“B&R Global’s Business”. The risks and uncertainties include, but are not limited to:

●     HF Group’s

●

B&R Global’s expectations relating to dividend payments and forecasts of its ability to make such payments;

●     estimated future capital expenditures needed to preserve Atlantic’s

●

estimated future capital expenditures needed to preserve HF Group’s capital base;

Forward-looking statements are subject to known and unknown risks and uncertainties and are based on potentially inaccurate assumptions that could cause actual results to differ materially from those expected or implied by the forward-looking statements. Actual results could differ materially from those anticipated in forward-looking statements for many reasons, including the factors described in “Risk Factors” in this proxy statement. Accordingly, you should not rely on these forward-looking statements, which speak only as of the date of this proxy statement. We undertake no obligation to publicly revise any forward-looking statement to reflect circumstances or events after the date of this proxy statement or to reflect the occurrence of unanticipated events. You should, however, review the factors and risks we describe in the reports we will file from time to time with the Securities and Exchange Commission after the date of this proxy statement.

CAPITALIZATION

The following table sets forth the capitalization on an unaudited, historical basis of each of Atlantic and HF Group and B&R Global as of March 31, 2018June 30, 2019 after giving effect to the Business Combination, assuming (i) that no holders of Atlantic’s shares of common stock exercise their redemption rights and Atlantic does not make any permitted repurchases and (ii) that the maximum number of holders of Atlantic’s shares of common stock have properly exercised their redemption rights and/or Atlantic has made permitted repurchases.  Combination.

SPECIAL MEETING OF AtlanticHF Group SHAREHOLDERS

General

We are furnishing this proxy statement to the AtlanticHF Group shareholders as part of the solicitation of proxies by our board of directors for use at the special meeting of AtlanticHF Group shareholders to be held on [●], 2018,2019, and at any adjournment or postponement thereof. This proxy statement is first being furnished to our shareholders on or about [●], 20182019 in connection with the vote on the Business Combination Proposal, the Name Change Proposal, the Equity Incentive Plan Proposal,Amendment Proposals, the Nasdaq Proposal and the Business Combination Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place

The special meeting of shareholders will be held on [●], 20182019 at [●] a.m., at [●], or such other date, time and place to which such meeting may be adjourned or postponed.

Purpose of the Special Meeting of AtlanticHF Group Shareholders

At the special meeting of shareholders, we are asking holders of AtlanticHF Group common stock to approve the following proposals:

●    The amendment of the certificate of incorporation of Atlantic to change Atlantic’s name from “Atlantic Acquisition Corp.” to “HF Foods Group Inc.” This proposal is referred to as the Name Change

●

To approve the amendment of the amended and restated certificate of incorporation of HF Group to increase the number of authorized shares of common stock from 30,000,000 to [•]. This proposal is referred to as the Authorized Share Proposal.

●    To approve the issuance of more than 20% of the issued and outstanding shares of common stock of Atlantic pursuant to the terms of the Acquisition

●

The issuance of more than 20% of the issued and outstanding shares of common stock of HF Group pursuant to the terms of the Merger Agreement, as required by Nasdaq Listing Rules 5635(a) and (d). This proposal is referred to as the Nasdaq Proposal.

Proposals 1 through 5 are sometimes collectively referred to herein as the “Proposals.”

Recommendation of Atlantic’sHF Group’s Board of Directors

Atlantic’sHF Group’s board of directors:

●     has determined that each of the Business Combination Proposal, and the other Proposals is fair to, and in the best interests of, Atlantic

●

has determined that each of the Business Combination Proposal, and the other Proposals is fair to, and in the best interests of, HF Group and its shareholders;

●     has approved the Business Combination Proposal and the other Proposals; and

●     recommends that Atlantic’s shareholders vote “FOR” each of the Business Combination Proposal, the Name Change Proposal, the Equity Incentive Plan Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal.

Atlantic’s board of directors have interests that may be different from or in addition to your interests as a shareholder. See “The Business Combination Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on [●], 2018,2019, as the “record date” for determining those AtlanticHF Group shareholders entitled to notice of and to vote at the special meeting. As of the close of business on [●], 2018,2019, there were 5,872,497[●] shares of AtlanticHF Group common stock outstanding and entitled to vote. Each holder of AtlanticHF Group common stock is entitled to one vote per share on each of the Business Combination Proposal, the Name Change Proposal, the Equity Incentive Plan Proposal,Amendment Proposals, the Nasdaq Proposal and the Business Combination Adjournment Proposal. Holders of rights are not entitled to vote at the special meeting.

As of [●], 2018, Atlantic’s initial shareholders, either directly or beneficially, owned and were entitled to vote 1,447,497 common stock, or approximately 24.6% of Atlantic’s outstanding common stock. With respect to the Business Combination, Atlantic’s initial shareholders have agreed to vote their respective Atlantic common stock acquired by them in favor of the Business Combination Proposal and related proposals. They have indicated that they intend to vote their shares, as applicable, “FOR” each of the other proposals although there is no agreement in place with respect to these proposals.

Quorum and Required Vote for Shareholder Proposals

A quorum of AtlanticHF Group shareholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of AtlanticHF Group shareholders if a majority of the AtlanticHF Group common stock issued and outstanding and entitled to vote at the special meeting is represented in person or by proxy. Abstentions present in person and by proxy will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of the Business Combination Proposal, the Equity Incentive PlanNasdaq Proposal and the NasdaqBusiness Combination Adjournment Proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of AtlanticHF Group common stock entitled to vote thereon as of the record date present in person or represented by proxy at the special meeting; provided, however, that if more than 3,876,047meeting, and approval of the shares of common stock purchased in the IPO demand redemption of their shares of common stock, then the Business Combination will not be completed. Approval of the Name Change ProposalAmendment Proposals will require the approvalaffirmative vote of the holders of a majority of the issued and outstanding shares of common stock of Atlantic.HF Group. Abstentions present in person and by proxy are considered present for the purposes of establishing a quorum but will have the same effect as a vote “AGAINST” all of the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the Business Combination Proposal the Equity Incentive Plan Proposal and the Nasdaq Proposal, but will be the same as a vote against the Name Change Proposal.Amendment Proposals.

Voting Your Shares

Each Atlantic share of HF Group common stock that you own in your name entitles you to one vote for each proposal on which such shares are entitled to vote at the special meeting. Your proxy card shows the number of shares of our common stock that you own.

There are two ways to ensure that your Atlanticshares of HF Group common stock as applicable, are voted at the special meeting:

●    You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by our board, “FOR” the adoption of the Business Combination Proposal, the Name ChangeAuthorized Share Proposal, the Equity Incentive PlanBoard Voting Proposal, the Nasdaq Proposal and the Business Combination Adjournment Proposal. Votes received after a matter has been voted upon at either of the special meetings will not be counted.

●    You can attend the special meetings and vote in person. We will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE BUSINESS COMBINATION PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST CONTINUE TO HOLD YOUR SHARES THROUGH THE CLOSING DATE OF THE BUSINESS COMBINATION AND TENDER YOUR PHYSICAL STOCK CERTIFICATE TO OUR STOCK TRANSFER AGENT 5:00 P.M. ON _____________, 2018 [TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING]. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO ELECTRONICALLY TRANSFER YOUR SHARES TO THE DTC ACCOUNT OF AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, OUR TRANSFER AGENT, AT LEAST ONE BUSINESS DAY PRIOR TO THE CONSUMMATION OF THE BUSINESS COMBINATION.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

●      you may send another proxy card with a later date;

●      if you are a record holder, you may notify our corporate secretary in writing before the special meeting that you have revoked your proxy; or

●     you may attend the special meeting, revoke your proxy, and vote in person, as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of our common stock, you may call Morrow Sodali LLC,[•], our proxy solicitor, at 800-662-5200,[•], or AtlanticHF Group at 646-912-8918.[•].

No Additional Matters May Be Presented at the Special Meeting

This special meeting has been called only to consider the approval of the Business Combination. Under Atlantic’sHF Group’s Amended and Restated Certificate of Incorporation, other than procedural matters incident to the conduct of the special meeting, no other matters may be considered at the special meeting if they are not included in the notice of the special meeting.

Redemption Rights

Pursuant to Atlantic’s Amended and Restated Certificate of Incorporation, a holder of Atlantic common stock may demand that Atlantic redeem such common stock for cash. Demand may be made by:

●      Voting for or against the Business Combination Proposal and electing redemption by checking the appropriate box on the proxy card; and

●      Submit a request in writing prior to 5:00 p.m., Eastern time on [●], 2018 (two business days before the special meeting) that we redeem your public shares for cash to American Stock Transfer & Trust Company, our transfer agent, at the following address:   

American Stock Transfer & Trust Company 

(need address, phone, and email address) 

●     Tendering the Atlantic common stock for which you are electing redemption by 5:00 p.m. on _____________, 2018 [two business days prior to the Special Meeting] by either:

●      Delivering certificates representing Atlantic’s common stock to Atlantic’s transfer agent, or

●     Delivering the Atlantic common stock electronically through the DWAC system; and