Proficient Auto Logistics Inc

The following table sets forth our cash, cash equivalents and capitalization as of December 31, 2023 on:

• an actual basis for Proficient (the designated accounting acquirer);

• an actual basis for Proficient Transport (the designated accounting predecessor);

• a pro forma basis to give effect to the issuance of shares of common stock, assuming an initial public offering price of $ per share, which is the midpoint of the estimated price range set forth on the cover page of this prospectus, upon the closing of this offering in connection with the consummation of the Combinations; and

• a pro forma as adjusted basis to give further effect to (i) the amendment and restatement of our certificate of incorporation in connection with the offering and (ii) the issuance and sale of shares of our common stock offered in this offering and the application of the net proceeds therefrom at an assumed initial public offering price of $ per share, the midpoint of the estimated initial public offering price range reflected on the cover page of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

You should read this information in conjunction with the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our unaudited pro forma financial statements and the related notes and the historical financial statements and related notes appearing elsewhere in this prospectus.

(1) Each $1.00 increase (decrease) in the assumed initial public offering price of $ per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by $ million, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1.0 million shares in the number of shares offered by us at the assumed initial public offering price per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted amount of each of cash and cash equivalents, total stockholders’ equity (deficit) and total capitalization by approximately $ million.

The information in the table above excludes: shares of common stock that will become available for future grants under our 2024 Long-Term Incentive Plan, which will become effective prior to and in connection with the completion of this offering.