Proficient Auto Logistics Completes Asset Acquisition

TL;DR

PAL just bought some assets, deal details are light but it's official.

AI Summary

Proficient Auto Logistics, Inc. announced on August 16, 2024, the completion of its acquisition of certain assets from an unnamed seller. The company also entered into a material definitive agreement related to this transaction. Specific financial details and the identity of the seller were not disclosed in this filing.

Why It Matters

This filing indicates a strategic move by Proficient Auto Logistics to expand its operations through asset acquisition, which could impact its market position and future growth.

Risk Assessment

Risk Level: medium — The lack of specific financial details and the identity of the seller in this filing introduces uncertainty regarding the true value and implications of the acquisition.

Key Players & Entities

• Proficient Auto Logistics, Inc. (company) — Registrant
• August 16, 2024 (date) — Date of earliest event reported
• 904-506-7918 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.01 — nge on which registered Common Stock, $0.01 par value per share PAL Nasdaq Glo
• $28.9 million — ers cash consideration of approximately $28.9 million (after certain pre-closing adjustments)

Filing Documents

• ea0211944-8k_proficient.htm (8-K) — 45KB
• ea021194401ex4-1_proficient.htm (EX-4.1) — 118KB
• 0001213900-24-071158.txt ( ) — 362KB
• pal-20240816.xsd (EX-101.SCH) — 3KB
• pal-20240816_lab.xml (EX-101.LAB) — 33KB
• pal-20240816_pre.xml (EX-101.PRE) — 22KB
• ea0211944-8k_proficient_htm.xml (XML) — 4KB

From the Filing

UNITED 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 16, 2024 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 1.01 Entry into a Material Definitive Agreement. On August 16, 2024, in connection with the completion of the Transaction (as defined below), Proficient Auto Logistics, Inc. (the "Company") and certain former members (the "Holders") of Auto Transport Group, LC, ("ATG") entered into a Registration Rights Agreement (the "Registration Rights Agreement"). Under the Registration Rights Agreement, the Company agreed to register under the Securities Act of 1933, as amended, for resale the shares of Company Company's common stock, par value $0.01 per share (the "Company's Common Stock") issued pursuant to the Transaction and to provide the Holders with certain piggyback registration rights. Notwithstanding the foregoing, the Company is not required to file a registration statement to register any shares during the lock-up period applicable to such shares. The lock-up period with respect to one-half of the shares is the nine month anniversary of the closing of the Transaction and with respect to one-half of the shares is the twelve month anniversary of the closing of the Transaction. The foregoing summary of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of that agreement, which is filed as Exhibit 4.1 to this Form 8-K. Item 2.01 Completion of Acquisition of Disposition of Assets . On August 16, 2024, pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), between PAL Stock Acquiror, Inc. and PAL Merger Sub, LLC, subsidiaries of the Company, one the one hand, and ATG, each seller identified therein and Chris Baldwin, solely in his capacity as the representative of the Sellers, on the other hand, the Company completed the acquisition (the "Transaction") of ATG. ATG provides vehicle transportation and shipping services in the Mountain Western region utilizing a fleet of 76 tractors and 76 trailers. In connection with the Transaction, the Company paid the sellers cash consideration of approximately $28.9 million (after certain pre-closing adjustments) and issued to the sellers approximately 1.07 million shares of the Company's Common Stock, approximately 105,000 of which have been held back to secure certain of the seller's post-closing adjustment and indemnification obligations. The purchase price is subject to customary post-closing adjustments. The cash portion of the Transaction consideration was funded by cash on the Company's consolidated balance sheet and borrowings under available credit facilities. There is no material relationship, other than in respect of the Transaction, between the sellers, on the one hand, and the Company or any of its affiliates, or any director or officer of the Company, or any associate of any such director or officer of the Company, on the other hand. 1 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 4.1 Registration rights agreement, dated August 16, 2024, between Proficient Auto Logistics, Inc. and certa

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