Proficient Auto Logistics Inc

(unaudited)

NOTE 1 — NATURE OF OPERATIONS

AH Acquisition Corp. was formed on June 13, 2023, pursuant to the laws of the State of Delaware to become a holding company for the consolidation of several operating companies within the automobile transportation industry. Subsequently, on October 17, 2023, AH Acquisition Corp. (the “Company”) legally changed its name to Proficient Auto Logistics, Inc.

On December 20, 2023, the Company (“purchaser”) entered into separate agreements to acquire Delta Automobile Services, Inc., doing business as Delta Auto Transport (“Delta”), Deluxe Auto Carriers, Inc. (“Deluxe”), Sierra Mountain Group, Inc. (“Sierra”), Proficient Auto Transport, Inc. (“Proficient Transport”), and Tribeca Automotive Inc. (“Tribeca”).

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The condensed financial statements and footnotes included in this Quarterly Report on Form 10-Q include the accounts of the Company and should be read in conjunction with the financial statements and footnotes related to the Company included in the Company’s Registration Statement on Form S-1 (333-279346). In management’s opinion, these condensed financial statements were prepared in accordance with GAAP and include all adjustments necessary (consisting of normal recurring adjustments) for the fair statement of the periods presented.

Cash

Cash includes all high investment instruments with an original maturity of three months or less. Cash balances with institutions may be in excess of Federal Deposit Insurance Corporation (“FDIC”) limits.

Stockholders’ Equity

The Company is authorized to issue 50,000,000 shares of common stock, which has a par value of $0.01 per share.

NOTE 3 — DEFERRED OFFERING COSTS

The Company capitalizes certain legal and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded as a reduction of the proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expense in the consolidated statements of operations. Deferred offering costs amounted to $5,065,000 at March 31, 2024.

NOTE 4 — SUBSEQUENT EVENTS

On May 8, 2024, the Company priced its underwritten initial public offering (the “IPO”) of 14,333,333 shares of its common stock at a public offering price of $15.00 per share, for total gross proceeds of approximately $215.0 million, before deducting underwriting discounts and commissions and offering expenses payable by the Company. The Company granted the underwriters of the IPO a customary 30-day over-allotment option to buy up to an additional 2,149,999 shares of common stock from the Company. The Company’s common stock began trading on the Nasdaq Global Market on May 9, 2024 under the ticker symbol “PAL.” The IPO closed on May 13, 2024.

On June 4, 2024, the Company sold an additional 1,435,000 shares of its common stock pursuant to the underwriters’ partial exercise of the over-allotment option. The shares were sold at the initial public offering price of $15.00 per share for total gross proceeds of approximately $21.5 million for the exercise of the overallotment, and a total of $236.5 million for the IPO, before deducting underwriting discounts and commissions and offering expenses payable by the Company.

On May 13, 2024, concurrently with the closing of the IPO, the Company completed in multiple, separate acquisitions (the “Combinations”) of the five operating businesses and their respective affiliated entities, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport, and (v) Tribeca (together, the “Founding Companies” and each a “Founding Company”).

The Company acquired the stock of the Founding Companies for a combination of cash and shares of the Company’s common stock. The aggregate cash consideration the Company paid in the Combinations was approximately $180.4 million, subject to post-closing adjustments. The aggregate stock consideration the Company paid in the Combinations consisted of approximately 6,978,191 shares of the Company’s common stock. The consideration for the Combinations was determined by arms-length negotiations between the Company and representatives of each Founding Company.