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2025-08-11
2025-08-11
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported):
August 11, 2025
Proficient Auto Logistics, Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-42035 |
|
93-1869180 |
(State or other jurisdiction
of incorporation) |
|
(Commission file number) |
|
(IRS employer
identification number) |
12276 San Jose Blvd., Suite 426
Jacksonville, FL 32223
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (904) 506-7918
Check the appropriate box below if the Form 8-K
is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)
or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth
company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
| Common Stock, $0.01 par value per share |
|
PAL |
|
Nasdaq Global Market |
Item 2.02 Results of Operations and Financial
Condition
On August 11, 2025, Proficient
Auto Logistics, Inc. (the “Company”) issued a press release regarding the financial results for the Company, Proficient Auto
Transport, Inc. and the Company’s five founding companies on a combined basis for the quarter ended June 30, 2025 and certain other
information. The full text of the Company’s press release is furnished herewith as Exhibit 99.1.
The Company has scheduled
a conference call for 5:00 pm Eastern time on August 11, 2025 to discuss its operations and financial results. The Company invites investors
to join the investor conference call by registering through this link: https://register-conf.media-server.com/register/BIa8f63630c99c498cbbb1d9a5df394445.
Once registered, investors will receive a dial-in and a unique pin to join the conference. Investors may also join the listen-only Webcast
via https://edge.media-server.com/mmc/p/j5w37j4m.
The information in this
Item 2.02 and the attached exhibit are being furnished to the Securities and Exchange Commission and shall not be deemed “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that Section, nor shall it be deemed incorporated by reference into any filing of the Company under the Securities
Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number |
|
Description |
| 99.1 |
|
Press release, dated August 11, 2025 |
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
Forward-Looking Statements
This Current Report on
Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, which statements
involve substantial risks and uncertainties. Forward-looking statements generally relate to possible or assume future results of our business,
financial condition, results of operations, liquidity, plans and objectives. You can generally identify forward-looking statements because
they contain words such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,”
“could,” “intends,” “target,” “projects,” “contemplates,” “believes,”
“estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other
similar expressions that concern our expectations, strategy, plans or intentions. We have based these forward-looking statements largely
on our current expectations and projections regarding future events and trends that we believe may affect our business, financial condition
and results of operations. The outcome of the events described in these forward-looking statements is subject to risks, uncertainties
and other factors described in the section entitled “Risk Factors” in our Annual Report on Form 10-K (the “Annual Report”),
and elsewhere in the Annual Report. Accordingly, you should not rely upon forward-looking statements as predictions of future events.
We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur,
and actual results, events or circumstances could differ materially from those projected in the forward-looking statements. Forward-looking
statements contained in this Current Report on Form 8-K include, but are not limited to, statements regarding: the economic conditions
in the global markets in which we operate; our ability to successfully implement our business strategy, effectively respond to changes
in market dynamics and customer preferences, and achieve the anticipated benefits and associated cost savings of such strategies and actions;
our ability to recruit and retain qualified driving associates, independent contractors and third-party auto transportation and logistics
companies; an increase in the frequency or severity of accidents or other claims; our expectations regarding the successful implementation
of our acquisitions; geopolitical developments and additional changes in international trade policies and relations; the effect of any
international conflicts or terrorist activities, on the United States and global economies in general, the transportation industry, or
us in particular, and what effects these events will have on our costs and the demand for our services; our ability to manage our network
capacity and cost structure for capital expenditures and operating expenses, and match it to shifting and future customer volume levels;
our ability to compete effectively against current and future competitors; our ability to maintain our profitability despite quarterly
fluctuations in our results, whether due to seasonality, large cyclical events, or other causes; and our future financial and operating
results; our expectations regarding the period during which we will qualify as an emerging growth company under the JOBS Act; and
the sufficiency of our existing cash to fund our future operating expenses and capital expenditure requirements.
The forward-looking statements
made in this Current Report on Form 8-K relate only to events as of the date on which the statements are made. We undertake no obligation
to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect
the occurrence of unanticipated events. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking
statements and you should not place undue reliance on our forward-looking statements. We do not assume any obligation to update any forward-looking
statements, whether as a result of new information, future events or otherwise, except as required by law.
Signature
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Date: August 11, 2025.
| |
Proficient Auto Logistics, Inc. |
| |
|
|
| |
By |
/s/ Brad Wright |
| |
|
Brad Wright |
| |
|
Chief Financial Officer and Secretary |
