Proficient Auto Logistics, Inc. Common Stock (PAL) 10-Q 14 Aug 24 2024 Q2 Quarterly report Financial data

Cover

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 09, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q2
Entity Information [Line Items]
Entity Registrant Name	PROFICIENT AUTO LOGISTICS, INC.
Entity Central Index Key	0001998768
Entity File Number	001-42035
Entity Tax Identification Number	93-1869180
Entity Incorporation, State or Country Code	DE
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	false
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Contact Personnel [Line Items]
Entity Address, Address Line One	12276 San Jose Blvd.
Entity Address, Address Line Two	Suite 426
Entity Address, City or Town	Jacksonville
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	32223
Entity Phone Fax Numbers [Line Items]
City Area Code	(904)
Local Phone Number	506-7918
Entity Listings [Line Items]
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	PAL
Security Exchange Name	NASDAQ
Entity Common Stock, Shares Outstanding		25,960,435

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Successor
Current assets:
Cash and cash equivalents	$ 36,292,813
Accounts receivable, net	40,060,701
Net investment in leases, current portion	18,160
Maintenance supplies	1,415,093
Assets held for sale	348,587
Prepaid expenses and other current assets	5,950,765
Total current assets	84,086,119
Property and equipment, net	113,988,246
Operating lease right-of-use assets	14,038,130
Net investment in leases, less current portion
Deposits	4,821,387
Goodwill	127,428,122
Intangible assets, net	113,823,555
Other long-term assets	462,150
Total assets	458,647,709
Current liabilities:
Accounts payable	11,372,052
Book overdraft
Accrued liabilities	21,751,346
Income tax payable	2,020,927
Line of credit	2,911,720
Finance lease liabilities, current portion	83,982
Operating lease liabilities, current portion	1,406,004
Earn-out liability	3,095,114
Long-term debt, current portion	19,195,045
Total current liabilities	61,836,190
Long-term liabilities:
Line of credit
Finance lease liabilities, less current portions	54,274
Operating lease liabilities, less current portions	12,651,854
Long-term debt, less current portion	33,189,156
Deferred tax liability, net	32,318,888
Other long-term liabilities	370,499
Total liabilities	140,420,861
Commitments and contingencies
Stockholders’ equity:
Common stock, value	259,604
Additional paid in capital	322,401,846
(Accumulated deficit) retained earnings	(4,434,602)
Total stockholders’ equity	318,226,848	$ 389,171
Total liabilities, mezzanine equity and stockholders’ equity	458,647,709
Successor | Series A convertible Redeemable Preferred stock
Mezzanine equity:
preferred stock, value
Successor | Common stock one
Stockholders’ equity:
Common stock, value
Predecessor
Current assets:
Cash and cash equivalents		4,273
Accounts receivable, net		19,799,044
Net investment in leases, current portion		32,374
Maintenance supplies		822,855
Assets held for sale
Prepaid expenses and other current assets		2,769,005
Total current assets		23,427,551
Property and equipment, net		17,998,750
Operating lease right-of-use assets		4,457
Net investment in leases, less current portion		2,681
Deposits		1,033,642
Goodwill
Intangible assets, net
Other long-term assets		527,952
Total assets		42,995,033
Current liabilities:
Accounts payable		2,539,198
Book overdraft		891,410
Accrued liabilities		7,803,359
Income tax payable		1,174,959
Line of credit
Finance lease liabilities, current portion		1,306,024
Operating lease liabilities, current portion		4,456
Earn-out liability
Long-term debt, current portion		1,599,699
Total current liabilities		15,319,105
Long-term liabilities:
Line of credit		3,450,129
Finance lease liabilities, less current portions		273,096
Operating lease liabilities, less current portions
Long-term debt, less current portion		5,035,478
Deferred tax liability, net		2,283,833
Other long-term liabilities
Total liabilities		26,361,641
Commitments and contingencies
Stockholders’ equity:
Common stock, value
Additional paid in capital
(Accumulated deficit) retained earnings		7,748,792
Total stockholders’ equity		7,752,720
Total liabilities, mezzanine equity and stockholders’ equity		42,995,033
Predecessor | Series A convertible Redeemable Preferred stock
Mezzanine equity:
preferred stock, value		8,880,672
Predecessor | Common stock one
Stockholders’ equity:
Common stock, value		$ 3,928

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Unaudited) (Parentheticals) - $ / shares	Jun. 30, 2024	Dec. 31, 2023
Successor
Common stock par value (in Dollars per share)	$ 0.01
Common stock, shares authorized	50,000,000
Common stock, shares issued	25,960,435
Common stock, shares outstanding	25,960,435
Successor | Series A convertible Redeemable Preferred stock
Preferred stock, par value (in Dollars per share)	$ 0.01
Preferred stock, shares authorized	10,000,000
Preferred stock, shares issued	0
Preferred stock, shares outstanding	0
Successor | Common stock one
Common stock par value (in Dollars per share)	$ 0.01
Common stock, shares authorized	10,000,000
Common stock, shares issued	392,825
Common stock, shares outstanding	392,825
Predecessor
Common stock par value (in Dollars per share)		$ 0.01
Common stock, shares authorized		50,000,000
Common stock, shares issued		0
Common stock, shares outstanding		0
Predecessor | Series A convertible Redeemable Preferred stock
Preferred stock, par value (in Dollars per share)		$ 0.01
Preferred stock, shares authorized		10,000,000
Preferred stock, shares issued		3,066,923
Preferred stock, shares outstanding		3,066,923
Predecessor | Common stock one
Common stock par value (in Dollars per share)		$ 0.01
Common stock, shares authorized		10,000,000
Common stock, shares issued		392,825
Common stock, shares outstanding		392,825

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Successor
Operating revenue
Total operating revenue		$ 55,908,597			$ 55,908,597
Operating Expenses
Salaries, wages and benefits		9,668,005			9,668,005
Stock-based compensation		6,675,636			6,675,636
Fuel and fuel taxes		3,487,063			3,487,063
Purchased transportation		28,118,434			28,118,434
Truck expenses		2,399,674			2,399,674
Depreciation and amortization		4,497,031			4,497,031
Loss (Gain) on sale of equipment		2,308			2,308
Insurance premiums and claims		1,752,946			1,752,946
General, selling, and other operating expenses		1,915,833			2,225,711
Total Operating Expenses		58,516,930			58,826,808
Operating (loss) income		(2,608,333)			(2,918,211)
Other income and expense
Interest expense		(639,795)			(639,795)
Other income, net		167,069			167,069
Total other expense		(472,726)			(472,726)
(Loss) Income before income taxes		(3,081,059)			(3,390,937)
Income tax expense (benefit)		470,836			470,836
Net (loss) income		$ (3,551,895)			$ (3,861,773)
Loss Per Share
Basic (in Dollars per share)		$ (0.24)			$ (0.43)
Weighted Average Shares
Basic (in Shares)		14,992,736			8,965,933
Successor | Revenue, before fuel surcharge
Operating revenue
Total operating revenue		$ 51,810,745			$ 51,810,745
Successor | Fuel surcharge and other reimbursements
Operating revenue
Total operating revenue		3,594,663			3,594,663
Successor | Other Revenue
Operating revenue
Total operating revenue		150,667			150,667
Successor | Lease Revenue
Operating revenue
Total operating revenue		$ 352,522			$ 352,522
Predecessor
Operating revenue
Total operating revenue	$ 13,391,096		$ 32,992,576	$ 41,217,688		$ 67,245,707
Operating Expenses
Salaries, wages and benefits	22,885,820		5,642,719	27,373,183		11,348,877
Stock-based compensation
Fuel and fuel taxes	356,627		1,263,707	1,119,549		2,759,328
Purchased transportation	8,509,385		19,319,553	25,995,763		39,143,261
Truck expenses	524,098		2,518,015	1,638,919		4,457,080
Depreciation and amortization	295,651		624,718	934,988		1,215,374
Loss (Gain) on sale of equipment			(39,758)	(235,081)		(55,976)
Insurance premiums and claims	312,426		812,082	904,043		1,697,042
General, selling, and other operating expenses	2,936,264		931,641	3,889,599		1,830,827
Total Operating Expenses	35,820,271		31,072,677	61,620,963		62,395,813
Operating (loss) income	(22,429,175)		1,919,899	(20,403,275)		4,849,894
Other income and expense
Interest expense	(265,041)		(306,948)	(717,431)		(568,892)
Other income, net	2,078			2,078
Total other expense	(262,963)		(306,948)	(715,353)		(568,892)
(Loss) Income before income taxes	(22,692,138)		1,612,951	(21,118,628)		4,281,002
Income tax expense (benefit)	(5,004,276)		331,879	(4,615,398)		1,038,309
Net (loss) income	(17,687,862)		1,281,072	(16,503,230)		3,242,693
Predecessor | Revenue, before fuel surcharge
Operating revenue
Total operating revenue	12,593,099		30,700,513	38,947,787		61,883,162
Predecessor | Fuel surcharge and other reimbursements
Operating revenue
Total operating revenue	726,628		2,255,941	2,073,087		5,324,539
Predecessor | Other Revenue
Operating revenue
Total operating revenue
Predecessor | Lease Revenue
Operating revenue
Total operating revenue	$ 71,369		$ 36,122	$ 196,814		$ 38,006

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Operations (Unaudited) (Parentheticals) - Successor - $ / shares	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Diluted	$ (0.24)	$ (0.43)
Diluted	14,992,736	8,965,933

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited) - USD ($)	Predecessor Common Stock	Predecessor Retained Deficit	Predecessor	Successor Common Stock	Successor Retained Deficit	Successor Additional Paid in Capital	Successor
Balance at Dec. 31, 2022	$ 3,928	$ 1,540,202	$ 1,544,130
Balance (in Shares) at Dec. 31, 2022	392,825
Accrued and unpaid dividends on Series A preferred stock		(255,119)	(255,119)
Net income (loss)		1,961,621	1,961,621
Balance at Mar. 31, 2023	$ 3,928	3,246,704	3,250,632
Balance (in Shares) at Mar. 31, 2023	392,825
Balance at Dec. 31, 2022	$ 3,928	1,540,202	1,544,130
Balance (in Shares) at Dec. 31, 2022	392,825
Net income (loss)			3,242,693
Balance at Jun. 30, 2023	$ 3,928	4,264,734	4,268,662
Balance (in Shares) at Jun. 30, 2023	392,825
Balance at Mar. 31, 2023	$ 3,928	3,246,704	3,250,632
Balance (in Shares) at Mar. 31, 2023	392,825
Accrued and unpaid dividends on Series A preferred stock		(263,042)	(263,042)
Net income (loss)		1,281,072	1,281,072
Balance at Jun. 30, 2023	$ 3,928	4,264,734	4,268,662
Balance (in Shares) at Jun. 30, 2023	392,825
Balance at Dec. 31, 2023	$ 3,928	7,748,792	7,752,720	$ 29,391	$ (572,829)	$ 932,609	$ 389,171
Balance (in Shares) at Dec. 31, 2023	392,825			2,939,130
Accrued and unpaid dividends on Series A preferred stock		(177,752)	(177,752)
Issuance of shares
Net income (loss)		1,184,632	1,184,632		(309,878)		(309,878)
Balance at Mar. 31, 2024	$ 3,928	8,755,672	8,759,600	$ 29,391	(882,707)	932,609	79,293
Balance (in Shares) at Mar. 31, 2024	392,825			2,939,130
Balance at Dec. 31, 2023	$ 3,928	7,748,792	7,752,720	$ 29,391	(572,829)	932,609	389,171
Balance (in Shares) at Dec. 31, 2023	392,825			2,939,130
Net income (loss)			(16,503,230)
Balance at May. 12, 2024	$ 3,928	(9,014,964)	(9,011,036)
Balance (in Shares) at May. 12, 2024	392,825
Balance at Dec. 31, 2023	$ 3,928	7,748,792	7,752,720	$ 29,391	(572,829)	932,609	389,171
Balance (in Shares) at Dec. 31, 2023	392,825			2,939,130
Net income (loss)							(3,861,773)
Balance at Jun. 30, 2024				$ 259,604	(4,434,602)	322,401,846	318,226,848
Balance (in Shares) at Jun. 30, 2024				25,960,435
Balance at Mar. 31, 2024	$ 3,928	8,755,672	8,759,600	$ 29,391	(882,707)	932,609	79,293
Balance (in Shares) at Mar. 31, 2024	392,825			2,939,130
Accrued and unpaid dividends on Series A preferred stock		(82,774)	(82,774)
Net income (loss)		(17,687,862)	(17,687,862)
Balance at May. 12, 2024	$ 3,928	(9,014,964)	(9,011,036)
Balance (in Shares) at May. 12, 2024	392,825
Balance at Mar. 31, 2024	$ 3,928	$ 8,755,672	$ 8,759,600	$ 29,391	(882,707)	932,609	79,293
Balance (in Shares) at Mar. 31, 2024	392,825			2,939,130
Issuance of shares through IPO				$ 157,683		212,134,166	212,291,849
Issuance of shares through IPO (in Shares)				15,768,333
Issuance of shares for business combinations				$ 68,488		102,663,477	102,731,965
Issuance of shares for business combinations (in Shares)				6,848,795
Stock-based compensation				$ 4,042		6,671,594	6,675,636
Stock-based compensation (in Shares)				404,177
Net income (loss)					(3,551,895)		(3,551,895)
Balance at Jun. 30, 2024				$ 259,604	$ (4,434,602)	$ 322,401,846	$ 318,226,848
Balance (in Shares) at Jun. 30, 2024				25,960,435

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Successor
Cash flows from operating activities:
Net (loss) income		$ (3,861,773)
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
Stock-based compensation		6,675,636
Provision for credit losses		21,182
Depreciation and amortization expense		4,497,031
Loss (gain) on sale of equipment		2,308
Sales-type lease revenue
Interest income		(104)
Amortization of debt issuance costs		7,952
Deferred income tax expense (benefit)
Operating lease expense		130,631
Change in operating assets and liabilities:
Accounts receivable		(3,157,415)
Net investment in leases		33,146
Maintenance supplies		(34,343)
Prepaid expenses and other assets		246,662
Deposits		(80,601)
Accounts payable		(1,416,595)
Book overdraft
Accrued liabilities		(21,572)
Income tax payable		1,433,336
Operating lease liabilities		(110,902)
Net cash flows provided by operating activities		4,364,579
Cash flows from investing activities:
Proceeds from sale of equipment		764,579
Purchases of property and equipment		(6,123,369)
Business combinations, net of cash acquired		(172,388,748)
Net cash flows used in investing activities		(177,747,538)
Cash flows from financing activities:
Proceeds from line of credit
Repayments of line of credit
Repayments of long-term debt		(977,436)
Repayment of SBA Loan		(2,083,833)
Repayments of finance lease obligations		(13,041)
Common stock issued at IPO		212,291,849
Net cash flows provided by (used in) financing activities		209,217,539
Net change in cash		35,834,580
Cash and cash equivalents, beginning of period	$ 458,233	458,233
Cash and cash equivalents, end of period		36,292,813
Supplemental disclosure of cash flow information:
Cash paid for interest		523,549
Cash paid for taxes		78,700
Noncash investing and financing activity:
Right of use assets obtained in exchange for lease liability
Equipment financed through long-term debt
Accrued and unpaid dividends
Earn-out liability		3,095,114
Issuance of shares for business combinations		102,731,965
Predecessor
Cash flows from operating activities:
Net (loss) income	(16,503,230)		$ 3,242,693
Adjustments to reconcile net (loss) income to net cash flows provided by operating activities:
Stock-based compensation
Provision for credit losses	53,000		165,000
Depreciation and amortization expense	934,988		1,215,374
Loss (gain) on sale of equipment	(235,081)		(55,976)
Sales-type lease revenue			(25,000)
Interest income	(273)		(1,410)
Amortization of debt issuance costs	4,795		6,558
Deferred income tax expense (benefit)	(4,999,571)		168,134
Operating lease expense	25,404		20,034
Change in operating assets and liabilities:
Accounts receivable	7,637,836		(981,370)
Net investment in leases	11,515		70,077
Maintenance supplies	57,745		59,262
Prepaid expenses and other assets	917,266		655,688
Deposits	(12,269)		88,056
Accounts payable	(159,661)		124,361
Book overdraft	(891,410)		(561,116)
Accrued liabilities	21,849,507		(177,296)
Income tax payable	(666,068)		(324,154)
Operating lease liabilities	(27,951)		(20,429)
Net cash flows provided by operating activities	7,996,542		3,668,486
Cash flows from investing activities:
Proceeds from sale of equipment	252,441		155,068
Purchases of property and equipment	(303,534)		(326,227)
Business combinations, net of cash acquired
Net cash flows used in investing activities	(51,093)		(171,159)
Cash flows from financing activities:
Proceeds from line of credit	13,265,526		65,237,764
Repayments of line of credit	(16,715,655)		(67,389,559)
Repayments of long-term debt	(719,572)		(738,346)
Repayment of SBA Loan
Repayments of finance lease obligations	(1,427,821)		(608,288)
Common stock issued at IPO
Net cash flows provided by (used in) financing activities	(5,597,522)		(3,498,429)
Net change in cash	2,347,927		(1,102)
Cash and cash equivalents, beginning of period	4,273	$ 4,273	3,624
Cash and cash equivalents, end of period	2,352,200		2,522
Supplemental disclosure of cash flow information:
Cash paid for interest	786,925		560,477
Cash paid for taxes	1,187,338		1,195,715
Noncash investing and financing activity:
Right of use assets obtained in exchange for lease liability	328,489
Equipment financed through long-term debt			3,807,706
Accrued and unpaid dividends	260,526		518,161
Earn-out liability
Issuance of shares for business combinations

Nature of operations

Nature of operations	6 Months Ended
	Jun. 30, 2024
Nature of Operations [Abstract]
NATURE OF OPERATIONS	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. legally changed its name to Proficient Auto Logistics, Inc (“Proficient,” the “Company,” or “We”). Proficient is a leading non-union, specialized freight company focused on providing auto transportation and logistics services. The Company offers a broad range of auto transportation and logistics services, primarily focused on transporting finished vehicles from automotive production facilities, marine ports of entry, or regional rail yards to auto dealerships around the country. We have developed a differentiated business model due to our scale, breadth of geographic coverage, and embedded customer relationships with leading auto original equipment manufacturing companies (“OEMs”). Our customers range from large, global auto companies, such as General Motors, BMW, Stellantis, and Mercedes Benz, to electric vehicle (“EV”) producers, such as Tesla and Rivian. Additional customers include auto dealers, auto auctions, rental car companies, and auto leasing companies. Proficient operates an asset-based truckload service (“Truckload”) on behalf of the manufacturers as well as various third-party logistics management companies or brokers. In addition, Proficient provides third party logistics to other transportation companies under an asset-light freight model (“Brokerage”).

Summary of Significant Accounti

Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Summary of significant accounting policies	Note 2 — Summary of significant accounting policies Basis of Presentation On May 13, 2024, Proficient Auto Logistics, Inc. (“Proficient”) completed the initial public offering (the “IPO”) of its common stock. Prior to the IPO, Proficient had entered into agreements (the “Combination Agreements”) to acquire in multiple, separate acquisitions (the “Combinations”) five operating businesses and their respective affiliated entities, as applicable, operating under the following names: (i) Delta Automotive Services, Inc. (which converted to Delta Automotive Services, LLC in an F-reorganization on April 29, 2024), doing business as Delta Auto Transport, Inc. (“Delta”), (ii) Deluxe Auto Carriers, Inc. (“Deluxe”), (iii) Sierra Mountain Group, Inc. (“Sierra”), (iv) Proficient Auto Transport, Inc. (“Proficient Transport”), and (v) Tribeca Automotive Inc. (“Tribeca” and, together with Delta, Deluxe, Sierra, and Proficient Transport, the “Founding Companies”). On May 13, 2024, in connection with the closing of the IPO, Proficient also completed the acquisitions of all the Founding Companies. The Combinations are accounted for as business combinations under ASC 805. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer.” Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company. As a result, the unaudited condensed consolidated financial statements as of, and for the three and six months ended, June 30, 2024 for Proficient and unaudited condensed consolidated financial statements for the period starting April 1, 2024 through May 12, 2024 and January 1, 2024 through May 12, 2024 for Proficient Transport are included in this Quarterly Report on Form 10-Q. A black-line between the Successor and Predecessor periods has been placed in the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity (Deficit), Condensed Consolidated Statements of Cash Flows and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods. Please refer to Note 3, “Business Combinations.” Principles of Consolidation Accounts Receivable Business Combinations Goodwill Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether the fair value of a reporting unit is less than its carrying amount. The Company then completes a quantitative impairment test if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. Intangible Assets, Net When determining the fair value of acquired intangible assets, management makes significant estimates and assumptions, including, but not limited to, expected long-term market growth, customer retention, future expected operating expenses, costs of capital and appropriate discount rates. Finite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives. Stock-Based Compensation Fair Value Measurements Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. As of June 30, 2024 and December 31, 2023, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value due to the short maturities of these instruments. Certain assets, including goodwill, intangible assets and other long-lived assets, are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review. The earn-out liability is contingent consideration that is measured at the estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the condensed consolidated statements of operations. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones. The Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration will be recorded in the condensed consolidated statements of operations. The contingent liability expected to be settled at December 31, 2024. Segment Reporting Segment Reportin New Accounting Pronouncements — Segment Reporting (Topic 280): In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Business Combinations

Business Combinations	6 Months Ended
	Jun. 30, 2024
Business Combinations [Absrtact]
Business combinations	Note 3 — Business combinations On December 21, 2023, Proficient Auto Logistics, Inc. entered into agreements to acquire in multiple, separate acquisitions five operating businesses and their respective affiliated entities, as applicable: (i) Delta, (ii) Deluxe, (iii) Sierra, (iv) Proficient Transport, and (v) Tribeca. The closing of the acquisitions occurred concurrently with the closing of the Company’s IPO of its common stock on May 13, 2024. The various agreements to acquire the Founding Companies are briefly described below: ● The Company entered into a Membership Interest Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Delta for cash and shares of common stock. Delta’s main business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the Southeast and East Coast of the United States. ● The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Deluxe for cash, shares of common stock and contingent consideration in the form of an earn-out provision. The earn-out provision which provides that the Company will make earn-out payments, fifty percent (50%) in cash and fifty percent (50%) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe’s EBITDA for the period commencing on January 1, 2024 and ending on December 31, 2024. Deluxe’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and South of the United States. ● The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Proficient Transport for cash and shares of common stock. Proficient Transport’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the South, Southeast and East Coast of the United States. ● The Company entered into a Stock Purchase Agreement and a Merger Agreement to acquire all of the outstanding equity of Sierra for cash and shares of common stock. Sierra Mountain’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the West Coast and the Midwest of the United States. ● The Company entered into a Stock Purchase Agreement and a Contribution Agreement to acquire all of the outstanding equity of Tribeca for cash and shares of common stock. Tribeca’s primary business is transporting vehicles for automobile manufacturers to their dealers from the manufacturing site, marine port or rail hub, but it also derives a non-insignificant portion of its revenue from delivering used cars from and to auction companies, leasing companies, automobile dealers, manufacturers and individuals, primarily in the East Coast and Southeast of the United States. The acquisitions were accounted for using the acquisition method of accounting, in accordance with ASC 805, Business Combinations. Proficient Auto Logistics, Inc was the accounting acquirer, and the Company elected to apply pushdown accounting. The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of the Founding Companies based on the respective fair values as of May 13, 2024: Delta Deluxe Proficient Sierra Tribeca Total Purchase consideration Cash consideration paid $ 31,580,792 $ 40,233,554 $ 82,185,183 $ 18,763,279 $ 10,685,499 $ 183,448,307 Stock consideration issued 32,888,947 20,907,990 26,575,928 13,359,045 9,000,055 102,731,965 Contingent consideration – earn-out - 3,095,114 - - - 3,095,114 Total purchase price $ 64,469,739 $ 64,236,658 $ 108,761,111 $ 32,122,324 $ 19,685,554 $ 289,275,386 Allocation of purchase price Cash and cash equivalents 3,928,492 153,838 2,352,199 2,963,119 1,721,106 11,118,754 Accounts receivable 3,928,804 9,668,217 12,108,208 5,270,201 5,538,205 36,513,635 Maintenance supplies - 479,012 765,110 - - 1,244,122 Assets held for sale - - - 533,587 - 533,587 Prepaid expenses and other current assets 1,219,052 1,309,219 1,899,520 451,624 1,788,257 6,667,672 Property and equipment 24,114,360 24,070,980 21,268,990 26,642,670 15,770,351 111,867,351 Operating right-of-use asset 3,429,317 1,455,919 305,163 805,316 8,173,047 14,168,762 Net investment in leases - 63,389 23,813 - - 87,202 Deposits 48,041 2,205,923 1,045,911 - 540,422 3,840,297 Other long-term assets - - 480,170 829,489 - 1,309,659 Intangible assets 36,000,000 19,300,000 36,900,000 19,200,000 3,500,000 114,900,000 Accounts payable (1,938,014 ) (5,313,958 ) (2,379,536 ) (2,347,239 ) (1,988,465 ) (13,967,212 ) Accrued liabilities - (5,975,871 ) (6,482,594 ) (5,358,172 ) (59,506 ) (17,876,143 ) Owner operator deposits - - - (1,245,163 ) - (1,245,163 ) Income tax payable - - (508,891 ) - - (508,891 ) Insurance payable (614,809 ) - - - - (614,809 ) Lease deposits - - - (349,126 ) - (349,126 ) Line of credit - (2,911,720 ) - - - (2,911,720 ) Equipment obligations - - - (15,113,309 ) - (15,113,309 ) Finance lease liabilities - - (151,298 ) - - (151,298 ) Operating lease liabilities (3,429,316 ) (1,455,919 ) (305,163 ) (805,316 ) (8,173,047 ) (14,168,761 ) Long-term debt (16,854,781 ) (7,301,372 ) (5,920,400 ) - (11,101,904 ) (41,178,457 ) Deferred tax liability (8,182,907 ) (6,161,897 ) (7,320,667 ) (8,543,273 ) (2,110,144 ) (32,318,888 ) Fair value of net assets acquired $ 41,648,239 $ 29,585,760 $ 54,080,535 $ 22,934,408 $ 13,598,322 $ 161,847,264 Goodwill $ 22,821,500 $ 34,650,898 $ 54,680,576 $ 9,187,916 $ 6,087,232 $ 127,428,122 The Company recognized intangible assets as follows: Useful Life Delta Deluxe Proficient Sierra Tribeca Total Customer relationships 15 years $ 34,200,000 $ 16,700,000 $ 32,600,000 $ 16,800,000 $ 2,200,000 $ 102,500,000 Trade names 10 year 1,800,000 2,600,000 4,300,000 2,400,000 1,300,000 12,400,000 Total $ 36,000,000 $ 19,300,000 $ 36,900,000 $ 19,200,000 $ 3,500,000 $ 114,900,000 The Combinations resulted in $127,428,122 of goodwill consisting largely of the expected synergies from combining operations as well as the value of the workforce. As a result of the types of acquisitions the Company engaged in in 2024, asset, stock acquisitions, and stock acquisitions with the 338(h)(10) election made, only a portion of the total goodwill reported will be tax deductible.. During the measurement period, which is up to one year from the acquisition date, the Company may record adjustments to the fair value of assets acquired and liabilities assumed with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. The following unaudited pro forma information combines the historical operations (in thousands) of the Company and the Founding Companies giving effect to the Combinations, and related transactions as if consummated on January 1, 2023, the comparative period presented. Six months Three months Six months Three months Total revenue $ 202,163 $ 106,607 $ 203,121 $ 100,776 Net income attributable to Proficient 8,359 4,345 8,120 4,538 Earnings per share - basic $ 0.93 $ 0.29 $ 0.91 $ 0.30 Earnings per share - diluted $ 0.93 $ 0.29 $ 0.90 $ 0.30 Earn-out liability As part of the Company’s acquisition of Deluxe, the purchase price consideration included an earn-out provision which provides that the Company will make earn-out payments, fifty percent (50%) in cash and fifty percent (50%) in shares of common stock, to Deluxe under certain terms and conditions related to Deluxe Auto’s EBITDA for the period commencing on January 1, 2024 and ending on December 31, 2024. As of June 30, 2024, the Company recognized a contingent liability of $3,095,114 on the balance sheet.

Goodwill

Goodwill	6 Months Ended
	Jun. 30, 2024
Goodwill [Abstract]
Goodwill	Note 4 — Goodwill The changes in the carrying amount of goodwill are as follows: June 30, Balance – December 31, 2023 $ - Additions 127,428,122 Balance – June 30, 2024 $ 127,428,122

Intangible Assets, Net

Intangible Assets, Net	6 Months Ended
	Jun. 30, 2024
Intangible Assets, Net [Abstract]
Intangible assets, net	Note 5 — Intangible assets, net Three and six months ended Gross Accumulated Net Customer relationships $ 102,500,000 $ (911,112 ) $ 101,588,888 Trade names 12,400,000 (165,333 ) 12,234,667 Total $ 114,900,000 $ (1,076,445 ) $ 113,823,555 Amortization expense related to finite lived intangible assets is included in depreciation and amortization expenses in the consolidated statement of operations was $1,076,445 for the three and six months ended June 30, 2024 for the Successor. As of June 30, 2024, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows: 2024 $ 4,036,666 2025 8,073,333 2026 8,073,333 2027 8,073,333 2028 8,073,333 Thereafter 77,493,557 Total $ 113,823,555 As of June 30, 2024, the weighted average amortization period for all intangible assets was 14.3 years.

Property and Equipment

Property and Equipment	6 Months Ended
	Jun. 30, 2024
Property and Equipment [Abstract]
Property and equipment	Note 6 — Property and equipment Property and equipment, at cost, consist of the following as of: Successor Predecessor June 30, December 31, Land $ 2,220,000 $ 417,909 Buildings and improvements 1,657,440 1,258,919 Furniture and equipment 424,541 180,363 Machinery and equipment 1,096,722 301,960 Software and computer equipment 478,753 788,664 Transportation equipment 111,531,377 31,262,068 117,408,833 34,209,883 Less accumulated amortization and depreciation (3,420,587 ) (16,211,133 ) Property and equipment, net $ 113,988,246 $ 17,998,750 The Company recorded depreciation expense of $3,420,587, $3,420,587, $934,988, $295,651, $1,215,374 and $624,718 in the condensed consolidated statements of comprehensive income for the six months ended June 30, 2024 (Successor), for the three months ended June 30, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period from April 1, 2024 to May 12, 2024 (Predecessor), for the six months ended June 30, 2023 (Predecessor), and for the three months ended June 30, 2023 (Predecessor), respectively. The Company recorded a gain on the disposal of equipment $7,911, $7,911, $235,081, $0, $55,976 and $39,578 in the condensed consolidated statements of comprehensive income for six months ended June 30, 2024 (Successor), for the three months ended June 30, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period from April 1, 2024 to May 12, 2024 (Predecessor), for the six months ended June 30, 2023 (Predecessor), and for the three months ended June 30, 2023 (Predecessor), respectively.

Accrued Liabilities

Accrued Liabilities	6 Months Ended
	Jun. 30, 2024
Accrued Liabilities [Abstract]
Accrued liabilities	Note 7 — Accrued liabilities Accrued liabilities consist of the following as of: Successor Predecessor June 30, December 31, Claims, insurance and litigation reserves $ 9,208,917 $ 2,209,173 Accrued purchased transportation 3,208,043 2,111,527 Salaries, wages and benefits 2,256,665 700,349 Owner Operator Deposits 2,023,683 — Deferred leased to purchase payments 1,549,374 348,134 Customer deposit 155,089 444,421 Other accrued expenses 3,349,575 1,989,755 Accrued liabilities $ 21,751,346 $ 7,803,359

Income Taxes

Income Taxes	6 Months Ended
	Jun. 30, 2024
Income Taxes [Abstract]
Income taxes	Note 8 — Income taxes The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: Successor Predecessor Six months Three months Period from Period from Six months Three months Federal (benefit) tax at statutory rate (21%) $ (712,097 ) $ (647,022 ) $ (4,434,912 ) $ (4,765,349 ) $ 899,010 $ 338,719 State taxes, net of federal benefit 113,922 48,847 (892,180 ) (947,410 ) 130,904 (10,366 ) Permanent differences to return 1,069,011 1,069,011 711,694 708,483 8,395 3,526 Total income tax expense (benefit) $ 470,836 $ 470,836 $ (4,615,398 ) $ (5,004,276 ) $ 1,038,309 $ 331,879 The Founding Companies’ tax years 2019 and forward remain subject to examination by federal and state jurisdictions. The Founding Companies are not currently under an IRS examination as of the date these financials were available to be issued.

Line of credit

Line of credit	6 Months Ended
	Jun. 30, 2024
Line of Credit Facility [Abstract]
Line of credit	Note 9 — Line of credit As of June 30, 2024 and December 31, 2023, Proficient Transport had an outstanding balance on a revolving line of credit of $0 and $3,450,129, respectively. The revolving line of credit for Proficient Transport is with a financial institution which provides for borrowings up to $18,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable plus Qualified Rolling Stock (trucks, tractors, and trailers that transport goods in interstate commerce purchased on the line). Interest is payable monthly at the Prime Rate plus 0.75% per annum, but no less than 4% per annum (9.25% as of June 30, 2024 and 9.25% as of December 31, 2023, respectively). Borrowings against the line of credit are secured by all assets of Proficient Transport. The line of credit requires Proficient Transport to comply with certain restrictive covenants, including but not limited to a debt service coverage ratio, tangible net worth plus subordinated debt, and liabilities to tangible net worth plus subordinated debt ratio. Proficient Transport was in compliance with all other covenants for the as of June 30, 2024 and December 31, 2023. Subsequent to June 30, 2024, this line of credit was closed on July 9, 2024. In June 2024, Proficient Transport entered into a revolving line of credit agreement with a financial institution which provides for borrowing up to $12,000,000 subject to a borrowing base calculation of Qualified Accounts Receivable. Interest is payable monthly at the Prime Rate plus 0.00% per annum, but no less than 3% annum (8.50% as of June 30, 2024). Borrowings against the line of credit are secured by all Proficient Transport’s assets and matures in June 2026, when all accrued interest and unpaid principal is due. As of June 30, 2024, Proficient Transport had an outstanding balance on this line of $0. In May 2024, Deluxe entered into a line of credit agreement with a bank. Under this agreement, Deluxe, or any of its subsidiaries or affiliates, may request the issuance of letters of credit by the bank or any bank affiliate, subject to the bank’s approval and the terms of the agreement. The agreement also establishes a credit facility (the “Facility”) with a maximum borrowing base of $6,000,000, calculated as the lesser of the maximum principal amount or 80% of qualified accounts, plus an applicable percentage of qualified inventory, subject to adjustments and reserves as deemed necessary by the bank. In May 2024, the agreement was amended and extended to August 2024. As of June 30, 2024, the Facility bears interest at a rate per annum which is equal to the sum of Daily SOFR plus 225 basis points was 7.63% (5.38% + 2.25%). As of June 30, 2024, Deluxe had an outstanding balance of $2,911,720 under this Facility. The agreement contains certain financial and nonfinancial covenants. Deluxe was not in compliance with its covenants as of June 30, 2024. Deluxe obtained a waiver from its bank and paid off the Line of Credit on August 8, 2024.

Long-Term Debt

Long-Term Debt	6 Months Ended
	Jun. 30, 2024
Long-Term Debt [Abstract]
Long-term debt	Note 10 — Long-term debt Long-term debt consists of the following as of: Predecessor December 31, Equipment notes payable to financial institutions, requiring monthly principal and interest payments totaling $43,359. The notes bear interest ranging from 4.99% to 9.32%, mature between August 2024 November 2026 and are secured by the Company’s transportation equipment. $ 991,676 Note payable to a financial institution requiring monthly principal and interest payment of $6,751 and a balloon payment at maturity, bears interest at 6%, maturing December 2025. The note is secured by a mortgage on real property. 693,836 Equipment notes payable to a financial institution, requiring monthly principal and interest payments totaling $128,733. One note payable was used to refinance existing capital lease obligations in 2022. The notes bear interest ranging from 3.95% to 6.80%, mature between June 2024 and December 2028, and are secured by transportation equipment. 4,966,298 6,651,810 Less: unamortized debt issuance costs (16,633 ) Less: current maturities (1,599,699 ) Total long-term debt $ 5,035,478 Successor June 30, Equipment and vehicle notes payable to financial institutions, requiring monthly principal and interest payments totaling $2,022,714. The notes bear interest ranging from 1.9% to 13.0%, mature between August 2024 to March 2030 and are secured by the Company’s transportation equipment and vehicles. $ 50,007,292 Note payable to a financial institution requiring monthly principal and interest payment of $6,751 and a balloon payment at maturity, bears interest at 6%, maturing December 2025. The note is secured by a mortgage on real property. Subsequent to June 30, 2024, this loan was paid off in July 2024. 674,246 In May 2020, Delta secured a $150,000 loan from the United States Small Business Administration (SBA) under its Economic Injury Disaster Loan assistance program (EIDL). In October 2021, the loan was increased to $1,850,000. Monthly installment payments of $9,982 including principal and interest begin twelve months from the date of disbursement. The note bears interest of 3.75% and matures in June 2050. This loan is unsecured. Subsequent to June 30, 2024, this loan was paid off in August 2024. 1,751,832 52,433,370 Less: unamortized debt issuance costs (49,169 ) Less: current maturities (19,195,045 ) Total long-term debt $ 33,189,156 In May 2024, as part of the Combinations, the Company no longer qualified for its $1,751,832 loan under the Economic Injury Disaster Loan (“EIDL”) assistance program administered by the U.S. Small Business Administration (“SBA”). As a result of the noncompliance with the program, the Company paid off their SBA loan on August 14, 2024. The SBA loan is classified as a current liability within its balance sheet as of June 30, 2024. Future maturities of long-term debt are as follows: For the quarter ending June 30: 2024 $ 12,004,516 2025 14,414,051 2026 9,558,661 2027 7,376,581 2028 and thereafter 9,030,392 Total $ 52,384,201 The Company had no capitalized debt issuance costs during the period ended June 30, 2024 (Successor) and December 31, 2023 (Predecessor), respectively. Amortization expense related to the debt issuance costs totaled $7,952, $7,952, $4,795, $1,516, $6,558, and $3,279 for six months ended June 30, 2024 (Successor), for the three months ended June 30, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period from April 1, 2024 to May 12, 2024 (Predecessor), for the six months ended June 30, 2023 (Predecessor), and for the three months ended June 30, 2023 (Predecessor), respectively, and was recorded within interest expense on the condensed consolidated statements of comprehensive income.

Leases

Leases	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Leases	Note 11 — Leases Lessee Successor Predecessor Six months Three months Period from Period from Six months ended Three months Operating lease cost $ 110,902 $ 110,902 $ 27,951 $ 9,463 $ 20,429 $ 14,081 Finance lease costs: Amortization of finance lease assets 9,158 9,158 160,032 40,622 241,865 120,933 Interest on lease liabilities 2,981 2,981 132,062 89,096 134,600 63,957 Short-term lease costs 189,518 189,518 99,533 57,885 86,215 39,062 Total lease costs $ 312,559 $ 312,559 $ 419,578 $ 197,066 $ 483,109 $ 238,033 As of June 30, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for operating leases was 7.00% and 0.86%, respectively. The weighted-average remaining lease term as of June 30, 2024 (Successor) and December 31, 2023 (Predecessor), was 10.6 and less than a year, respectively. As of June 30, 2024 (Successor) and December 31, 2023 (Predecessor), the weighted-average discount rate for finance leases was 12.08% and 9.26%, respectively and the weighted-average remaining lease term was 1.56 years and 1.07 years, respectively. As of June 30, 2024 (Successor), future maturities of the lease liabilities were as follows: Operating Finance For the quarter ending June 30: 2024 $ 1,227,642 $ 48,067 2025 2,360,657 96,134 2026 1,897,913 8,011 2027 1,654,026 — 2028 1,727,702 — Thereafter 11,731,065 — Total undiscounted cash flows 20,599,005 152,212 Less: present value factor (6,541,147 ) (13,956 ) Total lease liabilities 14,057,858 138,256 Less: current portion – (1,406,004 ) (83,982 ) Total long-term lease liabilities $ 12,651,854 $ 54,274 Lessor Lease receivables are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased assets and any initial direct costs incurred to originate these leases, less unearned income, which is accreted to interest income over the lease term using the interest method. Lease receivables of $18,160 and $35,055 are reported as net investment in leases on the condensed consolidated balance sheet as of June 30, 2024 (Successor) and December 31, 2023 (Predecessor), respectively. For the three and six months ended June 30, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period from April 1, 2024 to May 12, 2024 (Predecessor), for the six months ended June 30, 2023 (Predecessor), and for the three months ended June 30, 2023 (Predecessor), the Company recorded sales-type lease revenue of $0, $0, $0, $0, $25,000 and $0, respectively, within operating revenue on the condensed consolidated statement of comprehensive income. For the three and six months ended June 30, 2024 (Successor), for the period from January 1, 2024 to May 12, 2024 (Predecessor), for the period from April 1, 2024 to May 12, 2024 (Predecessor), for the six months ended June 30, 2023 (Predecessor), and for the three months ended June 30, 2023 (Predecessor),the Company recorded interest income of $104, $104, $273, $60, $1,410, and $823, respectively, within interest expense, net on the condensed consolidated statements of comprehensive income. As of June 30, 2024 (Successor), future minimum lease payments expected to be collected were as follows: For the quarters ending June 30: 2024 $ 15,662 2025 2,697 2026 — Total undiscounted cash payments 18,359 Less: present value factor (199 ) Total net investment in lease 18,160 Less: current portion (18,160 ) Total net investment in lease, less current portion $ —

Stockholders_ Equity and Prefer

Stockholders’ Equity and Preferred Stock	6 Months Ended
	Jun. 30, 2024
Disclosure Text Block Supplement [Abstract]
Stockholders’ Equity and Preferred Stock	Note 12 — Stockholders’ Equity and Preferred Stock Series A preferred stock (Predecessor) Proficient Transport was authorized to issue 10,000,000 shares of Series A preferred stock, with a par value of $0.01 per share. The holders of Series A preferred stock were entitled to vote as common shareholders and had certain liquidation preferences to every other class or series of stock. The Series A preferred stock was redeemable at the option of the Series A preferred stockholders at the greater of the fair market value of the Series A preferred stock at the date of redemption or a value determined using a discounted cash flow model, as defined. The Series A preferred stock was eliminated in connection with the business combinations (Note 3) on May 13, 2024. The Series A preferred stock earned a cumulative preferred return equal to 8% per annum on the sum of $1.00 per share invested plus accrued and unpaid Series A returns. The Series A returns accrue on a quarterly basis and will be fully cumulative, whether or not declared by Proficient Transport’s Board of Directors. Since the holder of the Series A preferred stock has the option to redeem their shares at any time, the Series A preferred stock is considered contingently redeemable, and accordingly, is classified as mezzanine equity on the condensed consolidated balance sheet as of December 31, 2023. The Series A preferred stock is recorded at its redemption of $8,880,672 as of December 31, 2023, respectively. The accumulated but undistributed preferred returns were approximately $5,813,749 as of December 31, 2023, respectively. Activity related to the Series A preferred stock for the period ended May 12, 2024 and December 31, 2023 is as follows: Balance as of December 31, 2022 $ 12,933,092 Accrued and unpaid dividend 947,580 Dividend Paid (5,000,000 ) Balance as of December 31, 2023 $ 8,880,672 Accrued and unpaid dividend 177,752 Balance as of March 31, 2024 9,058,424 Accrued and unpaid dividend 82,774 Balance as of May 12, 2024 $ 9,141,198 Stockholders’ Equity (Successor) The Company is authorized to issue 50,000,000 shares of common stock, which has a par value of $0.01 per share. In May 2024, the Company issued 404,177 shares of common stock for vested RSU’s. In May 2024, the Company completed its IPO of its common stock and issued 14,333,333 shares of its common stock at a price of $15.00 per share for total gross proceeds of $215,000,000 and net proceeds of $ 192,273,599 after underwriting fees and transaction costs. In connection with the Combinations, the Company issued 6,848,795 shares of its common stock to the Sellers. Please see Note 3 for additional information. In connection with its IPO, the Company granted the underwriters of its IPO a customary 30-day over-allotment option to buy up to an additional 2,149,999 shares of common stock from the Company at the IPO price, less underwriting discounts and commissions. In June 2024, the Company issued 1,435,000 shares of its common stock pursuant to the 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 $21,500,000 and net proceeds of $20,018,250 after underwriting fees and transaction costs, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. All of the shares of common stock were sold by the Company.

Stock-Based Compensation

Stock-Based Compensation	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Stock-based compensation	Note 13 — Stock-based compensation Restricted Stock Units (Successor) In May 2024, the Company adopted its 2024 Long-Term Incentive Plan (“the 2024 Plan”). The 2024 Plan provides for the grant of incentive stock options (“ISOs”) to employees, including employees of any parent or subsidiary, and for the grant of nonstatutory stock options (“NSOs”), stock appreciation rights, restricted stock awards, restricted stock unit awards, performance awards and other forms of stock awards to employees and directors, including employees of our affiliates. After taking into account restricted stock units granted in connection with the IPO in concurrent business combinations (Note 3), the maximum number of shares of our common stock that may be issued under our 2024 Plan will not exceed 3,260,000 shares. The awards under the 2024 Plan vest on a graded vesting schedule, generally, over a period between one (1) and five (5) years after the grant date. The Company uses straight line vesting to record compensation expense, which results in greater compensation expense earlier in the vesting period after an award is granted. All awards granted are settled in common stock. If an employee terminates employment with the Company prior to awards vesting, the unvested awards are forfeited and the historical compensation expense for unvested options is reversed in the period of termination. Shares subject to stock awards granted under the 2024 Plan that expire or terminate without being exercised in full do not reduce the number of shares available for issuance under the 2024 Plan. Additionally, shares become available for future grants under the 2024 Plan if they were stock awards issued under the 2024 Plan and we repurchase them or they are forfeited. This includes shares used to pay the exercise price of a stock award or to satisfy the tax withholding obligations related to a stock award. The following summarizes grants made of equity awards under the 2024 Plan, as amended, on the dates indicated: ● On May 12, 2024, the Company’s CEO, was awarded 1,212,532 restricted stock units, 1/3 of these units vested immediately with the remaining shares to vest equally over the next five (5) years beginning on May 13, 2025. ● On May 13, 2024, in the connection with the Company’s IPO, the Company awarded RSU’s for 129,397 shares to key employees from one of the Founding Companies. The awards vest over 38 months beginning on May 13, 2025. ● On May 13, 2024, in the connection with the Company’s IPO, the Company awarded RSU’s for 307,933 shares to key employees from one of the Founding Companies. These units vest in equal installments over three (3) years beginning on May 13, 2025. ● On May 13, 2024, the compensation committee awarded 5,000 restricted stock units to each independent Board Member, totaling 20,000 units. These units vest one year from the grant date. ● On June 3, 2024, as part of an employee agreement the Company awarded 9,824 shares of restricted stock units. These units vest in equal installments over three years beginning on May 13, 2025. Total compensation expense related to these restricted stock awards was $6.6 million for the six and three months ended June 30, 2024, respectively. As of June 30, 2024, there was a total of $17,922,309 of unrecognized compensation expense related to these restricted stock awards, which is expected to be recognized over the next four years. A summary of all restricted stock/units outstanding as of December 31, 2023 and activity during the six months ended June 30, 2024 is presented below: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Outstanding, December 31, 2023 - $ 0.00 - Granted 2,227,393 $ 15.00 - Vested (951,885 ) $ 15.00 - Canceled/Forfeited (40,000 ) $ 15.00 - Outstanding, June 30, 2024 1,235,508 $ 15.00 4.16 Phantom Stock Plan (Predecessor)

Segment Reporting

Segment Reporting	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Segment reporting	Note 14 — Segment reporting The Company’s business is organized into two operating segments, which represent Company’s reportable segments. The Truckload segment offers automobile transport and contract services under an asset-based model. The Company’s contract service offering devotes the use of equipment to specific customers and provides transportation services through long-term contracts. The Company’s Brokerage segments offers transportation services utilizing an asset-light model focusing on outsourcing transportation of loads to third-party carriers. The following table summarizes information about our reportable segments: Successor Predecessor Six months ended Three months ended For the For the Six months Three months June 30, 2024 2024 2024 June 30, 2023 Revenues Truckload, excluding fuel surcharge and other reimbursements $ 17,225,216 $ 17,225,216 $ 12,673,594 $ 4,693,586 $ 20,454,858 $ 10,680,891 Truckload fuel surcharge and other reimbursements 1,124,246 1,124,246 826,414 330,630 3,238,691 1,460,503 Lease Revenue - - 196,814 71,369 38,006 36,122 Total Truckload 18,349,462 18,349,462 13,696,822 5,095,585 23,731,555 12,177,516 Brokerage, excluding fuel surcharge and other reimbursements 34,585,529 34,585,529 26,274,193 7,899,513 41,428,304 20,019,622 Brokerage fuel surcharge and other reimbursements 2,470,417 2,470,417 1,246,673 395,998 2,085,848 795,438 Other Revenue 150,667 150,667 - - - - Lease Revenue 352,522 352,522 - - - - Total Brokerage 37,559,135 37,559,135 27,520,866 8,295,511 43,514,152 20,815,060 Total Operating Revenue 55,908,597 55,908,597 41,217,688 13,391,096 67,245,707 32,992,576 Operating Income Truckload 1,213,500 1,213,500 (3,838,702 ) (3,792,778 ) 392,543 26,070 Brokerage 4,047,738 4,047,738 (16,564,573 ) (18,636,397 ) 4,457,351 1,893,829 Corporate (8,179,449 ) (7,869,571 ) - - - - Total Operating (Loss) Income $ (2,918,211 ) $ (2,608,333 ) $ (20,403,275 ) $ (22,429,175 ) $ 4,849,894 $ 1,919,899 Depreciation and Amortization Truckload $ 2,202,909 $ 2,202,909 $ 872,783 $ 275,742 $ 1,133,924 $ 584,371 Brokerage 2,293,760 2,293,760 62,205 19,909 81,450 40,347 Corporate 362 362 - - - - Total Depreciation and Amortization $ 4,497,031 $ 4,497,031 $ 934,988 $ 295,651 $ 1,215,374 $ 624,718 Assets and other balance sheet information are not disclosed by reportable segment as the Company does not track assets by reportable segment and certain assets are not specific to any reportable segment.

Loss Per Share

Loss Per Share	6 Months Ended
	Jun. 30, 2024
Loss Per Share [Abstract]
Loss Per Share	Note 15 – Loss per share Basic loss per share is based upon the weighted average common shares outstanding during each year. Diluted loss per share is based on the basic weighted earnings per share with additional weighted common shares for common stock equivalents. During the three and six months ended June 30, 2024, the Company had outstanding restricted shares of common stock to certain of our employees and directors, under the Company’s restricted stock award plans. The diluted shares include the dilutive effect of restricted stock units based on the treasury stock method. A reconciliation of the numerator (net loss) and denominator (weighted average number of shares outstanding of the basic loss per share) for the three and six months ended June 30, 2024 and is as follows: Six months ended June 30, Three months ended June 30, Numerator: Net Loss $ (3,861,773 ) $ (3,551,895 ) Denominator: Weighted-Average Number of Shares of Common Stock 8,965,933 14,992,736 Basic Loss per Share $ (0.43 ) $ (0.24 ) The Company excluded 1,255,508 of RSU’s from the computation of weighted-average number of shares of common stock in computing the diluted loss per share for the periods presented because including them would have had an anti-dilutive effect.

Commitments and Contingencies

Commitments and Contingencies	6 Months Ended
	Jun. 30, 2024
Commitments and Contingencies [Abstract]
Commitments and contingencies	Note 16 — Commitments and contingencies The Company is involved in certain claims and pending litigation primarily arising in the normal course of business. The majority of these claims relate to workers compensation, auto collision and liability, and physical and cargo damage. The Company expenses legal fees as incurred and accrues for the uninsured portion of contingent losses from these and other pending claims when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Independent Contractors Misclassification Class Action In May 2020, a brokerage employee filed claim against Sierra Mountain Group, Inc. and an officer of the Company in Sacramento County Superior Court in California. The putative class alleges that Sierra misclassified owner/operators as independent contractors, not as employees, in violation of the California Labor Code applicable to employees (meal and rest breaks, minimum wage, etc.). Sierra denies liability and filed a counterclaim against the Plaintiff for costs and attorneys’ fees. In August 2023, all parties have reached an agreement on material settlement terms and have signed a Memorandum of Understanding pursuant to which the defined class action would be paid approximately $4,000,000 pending approval of a long-term settlement agreement currently in process. The $4,000,000 was recorded as an expense in the fiscal year ending December 31, 2022 and a contingent liability has been recorded within accrued liabilities on the condensed consolidated balance sheet as of June 30, 2024. Former Employee Class Action In May 2024, a former employee filed claim against Deluxe Auto Carriers, Inc., in Riverside County Superior Court in California. The putative class alleges that Deluxe failed to pay for meal and rest periods for time worked, off the clock work, overtime, business expenses, itemized wage statements, among other things. The Company is still evaluating this contingency and has included its best estimate of potential liability within accrued liabilities on the condensed consolidated balance sheet as of June 30, 2024. Delinquent Filings with Department of Labor Deluxe Auto Carriers, Inc. is currently delinquent in its filings of their Retirement Plan Information Returns with the Department of Labor (DOL) for Plan years 2019 through 2022. This delinquency could result in penalties and interest from the DOL and the Internal Revenue Service (IRS); however, there are voluntary correction programs available to Deluxe for remediation and compliance with these reporting agencies and the Company is actively working to put such agreements into effect. As of June 30, 2024, the Company does not have a reasonable estimate for any potential penalties or interest.

Subsequent Events

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent events	Note 17 — Subsequent events On August 8, 2024, PAL Stock Acquiror, Inc. and PAL Merger Sub, LLC, subsidiaries of the Company, entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Auto Transport Group, LC, (“ATG”), each Seller identified therein and Chris Baldwin, solely in his capacity as the representative of the Sellers, pursuant to which the Company will acquire ATG, which provides vehicle transportation and shipping services in the Mountain Western region utilizing a fleet of 76 tractors and 76 trailers. The Company agreed to pay the sellers cash consideration of approximately $28.7 million and to issue to the sellers 1.02 million shares of the Company’s common stock, par value $0.01 per share. The purchase price is subject to customary post-closing adjustments. On August 14, 2024, Delta paid off its SBA Loan. At the time payoff the loan had an outstanding balance of $1,752,990 which included interest. On August 8, 2024, Deluxe paid off and closed its line of credit. At the time of closing the line of credit had an outstanding balance of $4,129,935. On July 9, 2024, Proficient Auto terminated its line of credit. At the time of termination the revolving line of credit had an outstanding balance of $0. Also on July 9, 2024, Proficient Auto paid off its real estate loan with the same institution. The payoff amount was $671,872.

Pay vs Performance Disclosure

Pay vs Performance Disclosure - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Pay vs Performance Disclosure
Net Income (Loss)	$ (3,551,895)	$ (3,861,773)

Insider Trading Arrangements

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Accounting Policies, by Policy

Accounting Policies, by Policy (Policies)	6 Months Ended
	Jun. 30, 2024
Summary of Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation On May 13, 2024, Proficient Auto Logistics, Inc. (“Proficient”) completed the initial public offering (the “IPO”) of its common stock. Prior to the IPO, Proficient had entered into agreements (the “Combination Agreements”) to acquire in multiple, separate acquisitions (the “Combinations”) five operating businesses and their respective affiliated entities, as applicable, operating under the following names: (i) Delta Automotive Services, Inc. (which converted to Delta Automotive Services, LLC in an F-reorganization on April 29, 2024), doing business as Delta Auto Transport, Inc. (“Delta”), (ii) Deluxe Auto Carriers, Inc. (“Deluxe”), (iii) Sierra Mountain Group, Inc. (“Sierra”), (iv) Proficient Auto Transport, Inc. (“Proficient Transport”), and (v) Tribeca Automotive Inc. (“Tribeca” and, together with Delta, Deluxe, Sierra, and Proficient Transport, the “Founding Companies”). On May 13, 2024, in connection with the closing of the IPO, Proficient also completed the acquisitions of all the Founding Companies. The Combinations are accounted for as business combinations under ASC 805. Under this method of accounting, Proficient Auto Logistics, Inc. is treated as the “accounting acquirer.” Proficient has been identified as the designated accounting acquirer (“Successor”) of each of the Founding Companies and Proficient Transport has been identified as the designated accounting predecessor (“Predecessor”) to the Company. As a result, the unaudited condensed consolidated financial statements as of, and for the three and six months ended, June 30, 2024 for Proficient and unaudited condensed consolidated financial statements for the period starting April 1, 2024 through May 12, 2024 and January 1, 2024 through May 12, 2024 for Proficient Transport are included in this Quarterly Report on Form 10-Q. A black-line between the Successor and Predecessor periods has been placed in the Condensed Consolidated Statements of Operations, Condensed Consolidated Statements of Stockholders’ Equity (Deficit), Condensed Consolidated Statements of Cash Flows and in the tables to the notes to the condensed consolidated financial statements to highlight the lack of comparability between these two periods. Please refer to Note 3, “Business Combinations.”
Principles of Consolidation	Principles of Consolidation
Accounts Receivable	Accounts Receivable
Business Combinations	Business Combinations
Goodwill	Goodwill Goodwill impairment is the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. When testing goodwill for impairment, the Company may first perform a qualitative assessment to determine whether the fair value of a reporting unit is less than its carrying amount. The Company then completes a quantitative impairment test if the qualitative assessment indicates that it is more likely than not that the reporting unit’s fair value is less than the carrying value of its assets. If the estimated fair value of the reporting unit exceeds the carrying value, goodwill is not considered impaired, and no additional steps are needed. If, however, the fair value of the reporting unit is less than its carrying value, then the amount of the impairment loss is the amount by which the reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill.
Intangible Assets, Net	Intangible Assets, Net When determining the fair value of acquired intangible assets, management makes significant estimates and assumptions, including, but not limited to, expected long-term market growth, customer retention, future expected operating expenses, costs of capital and appropriate discount rates. Finite-lived intangible assets are amortized using the straight-line method over their respective estimated useful lives.
Stock-Based Compensation	Stock-Based Compensation
Fair Value Measurements	Fair Value Measurements Level 1 – Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date; Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These inputs are based on the Company’s own assumptions about current market conditions and require significant management judgment or estimation. As of June 30, 2024 and December 31, 2023, the carrying value of cash and cash equivalents, accounts receivable, accounts payable, accrued liabilities, and other current assets and liabilities approximates fair value due to the short maturities of these instruments. Certain assets, including goodwill, intangible assets and other long-lived assets, are also subject to measurement at fair value on a nonrecurring basis if they are deemed to be impaired as a result of an impairment review. The earn-out liability is contingent consideration that is measured at the estimated fair value as of the date of acquisition, with subsequent changes in fair value recorded in the condensed consolidated statements of operations. Contingent consideration is measured at fair value using a discounted cash flow model utilizing significant unobservable inputs including the probability of achieving each of the potential milestones. The Company reassesses the actual consideration earned and the probability-weighted future earn-out payments at each balance sheet date. Any adjustment to the contingent consideration will be recorded in the condensed consolidated statements of operations. The contingent liability expected to be settled at December 31, 2024.
Segment Reporting	Segment Reporting Segment Reportin
New Accounting Pronouncements	New Accounting Pronouncements — Segment Reporting (Topic 280): In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Business Combinations (Tables)

Business Combinations (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combinations [Absrtact]
Schedule of Consideration Transferred	The table below presents the consideration transferred and the allocation of the total consideration to tangible and intangible assets acquired and liabilities assumed from the acquisition of the Founding Companies based on the respective fair values as of May 13, 2024: Delta Deluxe Proficient Sierra Tribeca Total Purchase consideration Cash consideration paid $ 31,580,792 $ 40,233,554 $ 82,185,183 $ 18,763,279 $ 10,685,499 $ 183,448,307 Stock consideration issued 32,888,947 20,907,990 26,575,928 13,359,045 9,000,055 102,731,965 Contingent consideration – earn-out - 3,095,114 - - - 3,095,114 Total purchase price $ 64,469,739 $ 64,236,658 $ 108,761,111 $ 32,122,324 $ 19,685,554 $ 289,275,386 Allocation of purchase price Cash and cash equivalents 3,928,492 153,838 2,352,199 2,963,119 1,721,106 11,118,754 Accounts receivable 3,928,804 9,668,217 12,108,208 5,270,201 5,538,205 36,513,635 Maintenance supplies - 479,012 765,110 - - 1,244,122 Assets held for sale - - - 533,587 - 533,587 Prepaid expenses and other current assets 1,219,052 1,309,219 1,899,520 451,624 1,788,257 6,667,672 Property and equipment 24,114,360 24,070,980 21,268,990 26,642,670 15,770,351 111,867,351 Operating right-of-use asset 3,429,317 1,455,919 305,163 805,316 8,173,047 14,168,762 Net investment in leases - 63,389 23,813 - - 87,202 Deposits 48,041 2,205,923 1,045,911 - 540,422 3,840,297 Other long-term assets - - 480,170 829,489 - 1,309,659 Intangible assets 36,000,000 19,300,000 36,900,000 19,200,000 3,500,000 114,900,000 Accounts payable (1,938,014 ) (5,313,958 ) (2,379,536 ) (2,347,239 ) (1,988,465 ) (13,967,212 ) Accrued liabilities - (5,975,871 ) (6,482,594 ) (5,358,172 ) (59,506 ) (17,876,143 ) Owner operator deposits - - - (1,245,163 ) - (1,245,163 ) Income tax payable - - (508,891 ) - - (508,891 ) Insurance payable (614,809 ) - - - - (614,809 ) Lease deposits - - - (349,126 ) - (349,126 ) Line of credit - (2,911,720 ) - - - (2,911,720 ) Equipment obligations - - - (15,113,309 ) - (15,113,309 ) Finance lease liabilities - - (151,298 ) - - (151,298 ) Operating lease liabilities (3,429,316 ) (1,455,919 ) (305,163 ) (805,316 ) (8,173,047 ) (14,168,761 ) Long-term debt (16,854,781 ) (7,301,372 ) (5,920,400 ) - (11,101,904 ) (41,178,457 ) Deferred tax liability (8,182,907 ) (6,161,897 ) (7,320,667 ) (8,543,273 ) (2,110,144 ) (32,318,888 ) Fair value of net assets acquired $ 41,648,239 $ 29,585,760 $ 54,080,535 $ 22,934,408 $ 13,598,322 $ 161,847,264 Goodwill $ 22,821,500 $ 34,650,898 $ 54,680,576 $ 9,187,916 $ 6,087,232 $ 127,428,122
Schedule of Intangible Assets	The Company recognized intangible assets as follows: Useful Life Delta Deluxe Proficient Sierra Tribeca Total Customer relationships 15 years $ 34,200,000 $ 16,700,000 $ 32,600,000 $ 16,800,000 $ 2,200,000 $ 102,500,000 Trade names 10 year 1,800,000 2,600,000 4,300,000 2,400,000 1,300,000 12,400,000 Total $ 36,000,000 $ 19,300,000 $ 36,900,000 $ 19,200,000 $ 3,500,000 $ 114,900,000
Schedule of Unaudited Pro Forma Information	The following unaudited pro forma information combines the historical operations (in thousands) of the Company and the Founding Companies giving effect to the Combinations, and related transactions as if consummated on January 1, 2023, the comparative period presented. Six months Three months Six months Three months Total revenue $ 202,163 $ 106,607 $ 203,121 $ 100,776 Net income attributable to Proficient 8,359 4,345 8,120 4,538 Earnings per share - basic $ 0.93 $ 0.29 $ 0.91 $ 0.30 Earnings per share - diluted $ 0.93 $ 0.29 $ 0.90 $ 0.30

Goodwill (Tables)

Goodwill (Tables)	6 Months Ended
	Jun. 30, 2024
Goodwill [Abstract]
Schedule of Carrying Amount of Goodwill	The changes in the carrying amount of goodwill are as follows: June 30, Balance – December 31, 2023 $ - Additions 127,428,122 Balance – June 30, 2024 $ 127,428,122

Intangible Assets, Net (Tables)

Intangible Assets, Net (Tables)	6 Months Ended
	Jun. 30, 2024
Intangible Assets, Net [Abstract]
Schedule of Intangible Assets, Net	Three and six months ended Gross Accumulated Net Customer relationships $ 102,500,000 $ (911,112 ) $ 101,588,888 Trade names 12,400,000 (165,333 ) 12,234,667 Total $ 114,900,000 $ (1,076,445 ) $ 113,823,555
Schedule of Intangible Assets with Estimated Useful Lives	As of June 30, 2024, the expected amortization expense associated with the Company’s identifiable intangible assets with estimable useful lives over the next five years was as follows: 2024 $ 4,036,666 2025 8,073,333 2026 8,073,333 2027 8,073,333 2028 8,073,333 Thereafter 77,493,557 Total $ 113,823,555

Property and Equipment (Tables)

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property and Equipment [Abstract]
Schedule of Property and Equipment	Property and equipment, at cost, consist of the following as of: Successor Predecessor June 30, December 31, Land $ 2,220,000 $ 417,909 Buildings and improvements 1,657,440 1,258,919 Furniture and equipment 424,541 180,363 Machinery and equipment 1,096,722 301,960 Software and computer equipment 478,753 788,664 Transportation equipment 111,531,377 31,262,068 117,408,833 34,209,883 Less accumulated amortization and depreciation (3,420,587 ) (16,211,133 ) Property and equipment, net $ 113,988,246 $ 17,998,750

Accrued Liabilities (Tables)

Accrued Liabilities (Tables)	6 Months Ended
	Jun. 30, 2024
Accrued Liabilities [Abstract]
Schedule of Accrued Liabilities	Accrued liabilities consist of the following as of: Successor Predecessor June 30, December 31, Claims, insurance and litigation reserves $ 9,208,917 $ 2,209,173 Accrued purchased transportation 3,208,043 2,111,527 Salaries, wages and benefits 2,256,665 700,349 Owner Operator Deposits 2,023,683 — Deferred leased to purchase payments 1,549,374 348,134 Customer deposit 155,089 444,421 Other accrued expenses 3,349,575 1,989,755 Accrued liabilities $ 21,751,346 $ 7,803,359

Income Taxes (Tables)

Income Taxes (Tables)	6 Months Ended
	Jun. 30, 2024
Income Taxes [Abstract]
Schedule of Income Tax Provision	The income tax provision differs from the amount determined by applying the U.S. federal tax rate as follows: Successor Predecessor Six months Three months Period from Period from Six months Three months Federal (benefit) tax at statutory rate (21%) $ (712,097 ) $ (647,022 ) $ (4,434,912 ) $ (4,765,349 ) $ 899,010 $ 338,719 State taxes, net of federal benefit 113,922 48,847 (892,180 ) (947,410 ) 130,904 (10,366 ) Permanent differences to return 1,069,011 1,069,011 711,694 708,483 8,395 3,526 Total income tax expense (benefit) $ 470,836 $ 470,836 $ (4,615,398 ) $ (5,004,276 ) $ 1,038,309 $ 331,879

Long-Term Debt (Tables)

Long-Term Debt (Tables)	6 Months Ended
	Jun. 30, 2024
Long-Term Debt [Abstract]
Schedule of Long-term debt	Long-term debt consists of the following as of: Predecessor December 31, Equipment notes payable to financial institutions, requiring monthly principal and interest payments totaling $43,359. The notes bear interest ranging from 4.99% to 9.32%, mature between August 2024 November 2026 and are secured by the Company’s transportation equipment. $ 991,676 Note payable to a financial institution requiring monthly principal and interest payment of $6,751 and a balloon payment at maturity, bears interest at 6%, maturing December 2025. The note is secured by a mortgage on real property. 693,836 Equipment notes payable to a financial institution, requiring monthly principal and interest payments totaling $128,733. One note payable was used to refinance existing capital lease obligations in 2022. The notes bear interest ranging from 3.95% to 6.80%, mature between June 2024 and December 2028, and are secured by transportation equipment. 4,966,298 6,651,810 Less: unamortized debt issuance costs (16,633 ) Less: current maturities (1,599,699 ) Total long-term debt $ 5,035,478 June 30, Equipment and vehicle notes payable to financial institutions, requiring monthly principal and interest payments totaling $2,022,714. The notes bear interest ranging from 1.9% to 13.0%, mature between August 2024 to March 2030 and are secured by the Company’s transportation equipment and vehicles. $ 50,007,292 Note payable to a financial institution requiring monthly principal and interest payment of $6,751 and a balloon payment at maturity, bears interest at 6%, maturing December 2025. The note is secured by a mortgage on real property. Subsequent to June 30, 2024, this loan was paid off in July 2024. 674,246 In May 2020, Delta secured a $150,000 loan from the United States Small Business Administration (SBA) under its Economic Injury Disaster Loan assistance program (EIDL). In October 2021, the loan was increased to $1,850,000. Monthly installment payments of $9,982 including principal and interest begin twelve months from the date of disbursement. The note bears interest of 3.75% and matures in June 2050. This loan is unsecured. Subsequent to June 30, 2024, this loan was paid off in August 2024. 1,751,832 52,433,370 Less: unamortized debt issuance costs (49,169 ) Less: current maturities (19,195,045 ) Total long-term debt $ 33,189,156
Schedule of Future Maturities of Long-Term Debt	Future maturities of long-term debt are as follows: For the quarter ending June 30: 2024 $ 12,004,516 2025 14,414,051 2026 9,558,661 2027 7,376,581 2028 and thereafter 9,030,392 Total $ 52,384,201

Leases (Tables)

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases [Abstract]
Schedule of Lease Cost	Lessee Successor Predecessor Six months Three months Period from Period from Six months ended Three months Operating lease cost $ 110,902 $ 110,902 $ 27,951 $ 9,463 $ 20,429 $ 14,081 Finance lease costs: Amortization of finance lease assets 9,158 9,158 160,032 40,622 241,865 120,933 Interest on lease liabilities 2,981 2,981 132,062 89,096 134,600 63,957 Short-term lease costs 189,518 189,518 99,533 57,885 86,215 39,062 Total lease costs $ 312,559 $ 312,559 $ 419,578 $ 197,066 $ 483,109 $ 238,033
Schedule of Maturities of Lease Liabilities	As of June 30, 2024 (Successor), future maturities of the lease liabilities were as follows: Operating Finance For the quarter ending June 30: 2024 $ 1,227,642 $ 48,067 2025 2,360,657 96,134 2026 1,897,913 8,011 2027 1,654,026 — 2028 1,727,702 — Thereafter 11,731,065 — Total undiscounted cash flows 20,599,005 152,212 Less: present value factor (6,541,147 ) (13,956 ) Total lease liabilities 14,057,858 138,256 Less: current portion – (1,406,004 ) (83,982 ) Total long-term lease liabilities $ 12,651,854 $ 54,274
Schedule of Future Minimum Lease Payments	As of June 30, 2024 (Successor), future minimum lease payments expected to be collected were as follows: For the quarters ending June 30: 2024 $ 15,662 2025 2,697 2026 — Total undiscounted cash payments 18,359 Less: present value factor (199 ) Total net investment in lease 18,160 Less: current portion (18,160 ) Total net investment in lease, less current portion $ —

Stockholders_ Equity and Pref_2

Stockholders’ Equity and Preferred Stock (Tables)	6 Months Ended
	Jun. 30, 2024
Disclosure Text Block Supplement [Abstract]
Schedule of Balance Sheet	Activity related to the Series A preferred stock for the period ended May 12, 2024 and December 31, 2023 is as follows: Balance as of December 31, 2022 $ 12,933,092 Accrued and unpaid dividend 947,580 Dividend Paid (5,000,000 ) Balance as of December 31, 2023 $ 8,880,672 Accrued and unpaid dividend 177,752 Balance as of March 31, 2024 9,058,424 Accrued and unpaid dividend 82,774 Balance as of May 12, 2024 $ 9,141,198

Stock-Based Compensation (Table

Stock-Based Compensation (Tables)	6 Months Ended
	Jun. 30, 2024
Stock-Based Compensation [Abstract]
Schedule of All Restricted Stock/Units Outstanding	A summary of all restricted stock/units outstanding as of December 31, 2023 and activity during the six months ended June 30, 2024 is presented below: Number of Shares Weighted Average Grant Date Fair Value Weighted Average Remaining Contractual Life Outstanding, December 31, 2023 - $ 0.00 - Granted 2,227,393 $ 15.00 - Vested (951,885 ) $ 15.00 - Canceled/Forfeited (40,000 ) $ 15.00 - Outstanding, June 30, 2024 1,235,508 $ 15.00 4.16

Segment Reporting (Tables)

Segment Reporting (Tables)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Schedule of Information about Reportable Segments	The following table summarizes information about our reportable segments: Successor Predecessor Six months ended Three months ended For the For the Six months Three months June 30, 2024 2024 2024 June 30, 2023 Revenues Truckload, excluding fuel surcharge and other reimbursements $ 17,225,216 $ 17,225,216 $ 12,673,594 $ 4,693,586 $ 20,454,858 $ 10,680,891 Truckload fuel surcharge and other reimbursements 1,124,246 1,124,246 826,414 330,630 3,238,691 1,460,503 Lease Revenue - - 196,814 71,369 38,006 36,122 Total Truckload 18,349,462 18,349,462 13,696,822 5,095,585 23,731,555 12,177,516 Brokerage, excluding fuel surcharge and other reimbursements 34,585,529 34,585,529 26,274,193 7,899,513 41,428,304 20,019,622 Brokerage fuel surcharge and other reimbursements 2,470,417 2,470,417 1,246,673 395,998 2,085,848 795,438 Other Revenue 150,667 150,667 - - - - Lease Revenue 352,522 352,522 - - - - Total Brokerage 37,559,135 37,559,135 27,520,866 8,295,511 43,514,152 20,815,060 Total Operating Revenue 55,908,597 55,908,597 41,217,688 13,391,096 67,245,707 32,992,576 Operating Income Truckload 1,213,500 1,213,500 (3,838,702 ) (3,792,778 ) 392,543 26,070 Brokerage 4,047,738 4,047,738 (16,564,573 ) (18,636,397 ) 4,457,351 1,893,829 Corporate (8,179,449 ) (7,869,571 ) - - - - Total Operating (Loss) Income $ (2,918,211 ) $ (2,608,333 ) $ (20,403,275 ) $ (22,429,175 ) $ 4,849,894 $ 1,919,899 Depreciation and Amortization Truckload $ 2,202,909 $ 2,202,909 $ 872,783 $ 275,742 $ 1,133,924 $ 584,371 Brokerage 2,293,760 2,293,760 62,205 19,909 81,450 40,347 Corporate 362 362 - - - - Total Depreciation and Amortization $ 4,497,031 $ 4,497,031 $ 934,988 $ 295,651 $ 1,215,374 $ 624,718

Loss Per Share (Tables)

Loss Per Share (Tables)	6 Months Ended
	Jun. 30, 2024
Loss Per Share [Abstract]
Schedule of Reconciliation of Weighted Average Number of Shares Outstanding and Basic Loss Per Share	A reconciliation of the numerator (net loss) and denominator (weighted average number of shares outstanding of the basic loss per share) for the three and six months ended June 30, 2024 and is as follows: Six months ended June 30, Three months ended June 30, Numerator: Net Loss $ (3,861,773 ) $ (3,551,895 ) Denominator: Weighted-Average Number of Shares of Common Stock 8,965,933 14,992,736 Basic Loss per Share $ (0.43 ) $ (0.24 )

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Successor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Allowance for Credit Loss	$ 21,182
Predecessor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Allowance for Credit Loss		$ 634,913

Business Combinations (Details)

Business Combinations (Details)	Dec. 21, 2023	Jun. 30, 2024 USD ($)	Dec. 31, 2023 USD ($)
Business Combinations [Line Items]
Number of operating business	5
Cash payment of percentage		50%
Percentage of earn-out payments in shares of common stock		50%
Goodwill (in Dollars)		$ 127,428,122
Contingent liability (in Dollars)		$ 3,095,114
Deluxe Auto's EBITDA [Member]
Business Combinations [Line Items]
Cash payment of percentage		50%
Percentage of earn-out payments in shares of common stock		50%

Business Combinations (Detail_2

Business Combinations (Details) - Schedule of Consideration Transferred - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Purchase consideration
Cash consideration paid	$ 183,448,307
Stock consideration issued	102,731,965
Contingent consideration – earn-out	3,095,114
Total purchase price	289,275,386
Allocation of purchase price
Cash and cash equivalents	11,118,754
Accounts receivable	36,513,635
Maintenance supplies	1,244,122
Assets held for sale	533,587
Prepaid expenses and other current assets	6,667,672
Property and equipment	111,867,351
Operating right-of-use asset	14,168,762
Net investment in leases	87,202
Deposits	3,840,297
Other long-term assets	1,309,659
Intangible assets	114,900,000
Accounts payable	(13,967,212)
Accrued liabilities	(17,876,143)
Owner operator deposits	(1,245,163)
Income tax payable	(508,891)
Insurance payable	(614,809)
Lease deposits	(349,126)
Line of credit	(2,911,720)
Equipment obligations	(15,113,309)
Finance lease liabilities	(151,298)
Operating lease liabilities	(14,168,761)
Long-term debt	(41,178,457)
Deferred tax liability	(32,318,888)
Fair value of net assets acquired	161,847,264
Goodwill	127,428,122
Delta [Member]
Purchase consideration
Cash consideration paid	31,580,792
Stock consideration issued	32,888,947
Contingent consideration – earn-out
Total purchase price	64,469,739
Allocation of purchase price
Cash and cash equivalents	3,928,492
Accounts receivable	3,928,804
Maintenance supplies
Assets held for sale
Prepaid expenses and other current assets	1,219,052
Property and equipment	24,114,360
Operating right-of-use asset	3,429,317
Net investment in leases
Deposits	48,041
Other long-term assets
Intangible assets	36,000,000
Accounts payable	(1,938,014)
Accrued liabilities
Owner operator deposits
Income tax payable
Insurance payable	(614,809)
Lease deposits
Line of credit
Equipment obligations
Finance lease liabilities
Operating lease liabilities	(3,429,316)
Long-term debt	(16,854,781)
Deferred tax liability	(8,182,907)
Fair value of net assets acquired	41,648,239
Goodwill	22,821,500
Deluxe [Member]
Purchase consideration
Cash consideration paid	40,233,554
Stock consideration issued	20,907,990
Contingent consideration – earn-out	3,095,114
Total purchase price	64,236,658
Allocation of purchase price
Cash and cash equivalents	153,838
Accounts receivable	9,668,217
Maintenance supplies	479,012
Assets held for sale
Prepaid expenses and other current assets	1,309,219
Property and equipment	24,070,980
Operating right-of-use asset	1,455,919
Net investment in leases	63,389
Deposits	2,205,923
Other long-term assets
Intangible assets	19,300,000
Accounts payable	(5,313,958)
Accrued liabilities	(5,975,871)
Owner operator deposits
Income tax payable
Insurance payable
Lease deposits
Line of credit	(2,911,720)
Equipment obligations
Finance lease liabilities
Operating lease liabilities	(1,455,919)
Long-term debt	(7,301,372)
Deferred tax liability	(6,161,897)
Fair value of net assets acquired	29,585,760
Goodwill	34,650,898
Proficient Transport [Member]
Purchase consideration
Cash consideration paid	82,185,183
Stock consideration issued	26,575,928
Contingent consideration – earn-out
Total purchase price	108,761,111
Allocation of purchase price
Cash and cash equivalents	2,352,199
Accounts receivable	12,108,208
Maintenance supplies	765,110
Assets held for sale
Prepaid expenses and other current assets	1,899,520
Property and equipment	21,268,990
Operating right-of-use asset	305,163
Net investment in leases	23,813
Deposits	1,045,911
Other long-term assets	480,170
Intangible assets	36,900,000
Accounts payable	(2,379,536)
Accrued liabilities	(6,482,594)
Owner operator deposits
Income tax payable	(508,891)
Insurance payable
Lease deposits
Line of credit
Equipment obligations
Finance lease liabilities	(151,298)
Operating lease liabilities	(305,163)
Long-term debt	(5,920,400)
Deferred tax liability	(7,320,667)
Fair value of net assets acquired	54,080,535
Goodwill	54,680,576
Sierra [Member]
Purchase consideration
Cash consideration paid	18,763,279
Stock consideration issued	13,359,045
Contingent consideration – earn-out
Total purchase price	32,122,324
Allocation of purchase price
Cash and cash equivalents	2,963,119
Accounts receivable	5,270,201
Maintenance supplies
Assets held for sale	533,587
Prepaid expenses and other current assets	451,624
Property and equipment	26,642,670
Operating right-of-use asset	805,316
Net investment in leases
Deposits
Other long-term assets	829,489
Intangible assets	19,200,000
Accounts payable	(2,347,239)
Accrued liabilities	(5,358,172)
Owner operator deposits	(1,245,163)
Income tax payable
Insurance payable
Lease deposits	(349,126)
Line of credit
Equipment obligations	(15,113,309)
Finance lease liabilities
Operating lease liabilities	(805,316)
Long-term debt
Deferred tax liability	(8,543,273)
Fair value of net assets acquired	22,934,408
Goodwill	9,187,916
Tribeca [Member]
Purchase consideration
Cash consideration paid	10,685,499
Stock consideration issued	9,000,055
Contingent consideration – earn-out
Total purchase price	19,685,554
Allocation of purchase price
Cash and cash equivalents	1,721,106
Accounts receivable	5,538,205
Maintenance supplies
Assets held for sale
Prepaid expenses and other current assets	1,788,257
Property and equipment	15,770,351
Operating right-of-use asset	8,173,047
Net investment in leases
Deposits	540,422
Other long-term assets
Intangible assets	3,500,000
Accounts payable	(1,988,465)
Accrued liabilities	(59,506)
Owner operator deposits
Income tax payable
Insurance payable
Lease deposits
Line of credit
Equipment obligations
Finance lease liabilities
Operating lease liabilities	(8,173,047)
Long-term debt	(11,101,904)
Deferred tax liability	(2,110,144)
Fair value of net assets acquired	13,598,322
Goodwill	$ 6,087,232

Business Combinations (Detail_3

Business Combinations (Details) - Schedule of Intangible Assets	Jun. 30, 2024 USD ($)
Schedule of Intangible Assets [Line Items]
Intangible assets, net	$ 114,900,000
Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Useful Life of intangible assets	15 years
Intangible assets, net	$ 102,500,000
Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Useful Life of intangible assets	10 years
Intangible assets, net	$ 12,400,000
Delta [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	36,000,000
Delta [Member] | Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	34,200,000
Delta [Member] | Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	1,800,000
Deluxe [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	19,300,000
Deluxe [Member] | Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	16,700,000
Deluxe [Member] | Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	2,600,000
Proficient Transport [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	36,900,000
Proficient Transport [Member] | Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	32,600,000
Proficient Transport [Member] | Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	4,300,000
Sierra [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	19,200,000
Sierra [Member] | Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	16,800,000
Sierra [Member] | Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	2,400,000
Tribeca [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	3,500,000
Tribeca [Member] | Customer Relationships [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	2,200,000
Tribeca [Member] | Trade Names [Member]
Schedule of Intangible Assets [Line Items]
Intangible assets, net	$ 1,300,000

Business Combinations (Detail_4

Business Combinations (Details) - Schedule of Unaudited Pro Forma Information - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Schedule of Unaudited Pro Forma Information [Abstract]
Total revenue	$ 106,607	$ 100,776	$ 202,163	$ 203,121
Net income attributable to Proficient	$ 4,345	$ 4,538	$ 8,359	$ 8,120
Earnings per share - basic	$ 0.29	$ 0.3	$ 0.93	$ 0.91
Earnings per share - diluted	$ 0.29	$ 0.3	$ 0.93	$ 0.9

Goodwill (Details) - Schedule o

Goodwill (Details) - Schedule of Carrying Amount of Goodwill	6 Months Ended
	Jun. 30, 2024 USD ($)
Schedule of Carrying Amount of Goodwill [Abstract]
Balance – December 31, 2023
Additions	127,428,122
Balance – June 30, 2024	$ 127,428,122

Intangible Assets, Net (Details

Intangible Assets, Net (Details) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Intangible Assets, Net [Line Items]
Weighted average amortization period	14 years 3 months 18 days
Intangible Assets [Member]
Intangible Assets, Net [Line Items]
Depreciation and amortization expenses	$ 1,076,445	$ 1,076,445

Intangible Assets, Net (Detai_2

Intangible Assets, Net (Details) - Schedule of Intangible Assets, Net - Net carrying amount [Member]	Jun. 30, 2024 USD ($)
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 114,900,000
Accumulated amortization	(1,076,445)
Net carrying amount	113,823,555
Customer relationships [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	102,500,000
Accumulated amortization	(911,112)
Net carrying amount	101,588,888
Trade names [Member]
Acquired Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	12,400,000
Accumulated amortization	(165,333)
Net carrying amount	$ 12,234,667

Intangible Assets, Net (Detai_3

Intangible Assets, Net (Details) - Schedule of Intangible Assets with Estimated Useful Lives	Jun. 30, 2024 USD ($)
Schedule of Intangible Assets with Estimated Useful Lives [Abstract]
2024	$ 4,036,666
2025	8,073,333
2026	8,073,333
2027	8,073,333
2028	8,073,333
Thereafter	77,493,557
Total	$ 113,823,555

Property and Equipment (Details

Property and Equipment (Details) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Property and Equipment (Details) [Line Items]
Depreciation expense	$ 295,651	$ 3,420,587		$ 934,988	$ 3,420,587
Disposal of equipment	$ 0	7,911		$ 235,081	7,911
Property, Plant and Equipment [Member]
Property and Equipment (Details) [Line Items]
Depreciation expense			$ 624,718			$ 1,215,374
Disposal of equipment		$ 39,578			$ 55,976

Property and Equipment (Detai_2

Property and Equipment (Details) - Schedule of Property and Equipment - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 117,408,833	$ 34,209,883
Less accumulated amortization and depreciation	(3,420,587)	(16,211,133)
Property and equipment, net	113,988,246	17,998,750
Land [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	2,220,000	417,909
Buildings and improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,657,440	1,258,919
Furniture and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	424,541	180,363
Machinery and equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	1,096,722	301,960
Software and computer equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	478,753	788,664
Transportation equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 111,531,377	$ 31,262,068

Accrued Liabilities (Details) -

Accrued Liabilities (Details) - Schedule of Accrued Liabilities - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Successor [Member]
Schedule of Accrued Liabilities [Line Items]
Claims, insurance and litigation reserves	$ 9,208,917
Accrued purchased transportation	3,208,043
Salaries, wages and benefits	2,256,665
Owner Operator Deposits	2,023,683
Deferred leased to purchase payments	1,549,374
Customer deposit	155,089
Other accrued expenses	3,349,575
Accrued liabilities	$ 21,751,346
Predecessor [Member]
Schedule of Accrued Liabilities [Line Items]
Claims, insurance and litigation reserves		$ 2,209,173
Accrued purchased transportation		2,111,527
Salaries, wages and benefits		700,349
Owner Operator Deposits
Deferred leased to purchase payments		348,134
Customer deposit		444,421
Other accrued expenses		1,989,755
Accrued liabilities		$ 7,803,359

Income Taxes (Details) - Schedu

Income Taxes (Details) - Schedule of Income Tax Provision - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Schedule of Income Tax Provision [Abstract]
Federal (benefit) tax at statutory rate (21%)	$ (4,765,349)	$ (647,022)	$ 338,719	$ (4,434,912)	$ (712,097)	$ 899,010
State taxes, net of federal benefit	(947,410)	48,847	(10,366)	(892,180)	113,922	130,904
Permanent differences to return	708,483	1,069,011	3,526	711,694	1,069,011	8,395
Total income tax expense (benefit)	$ (5,004,276)	$ 470,836	$ 331,879	$ (4,615,398)	$ 470,836	$ 1,038,309

Income Taxes (Details) - Sche_2

Income Taxes (Details) - Schedule of Income Tax Provision (Parentheticals)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Schedule of Income Tax Provision [Abstract]
Federal (benefit) tax at statutory rate	(21.00%)	(21.00%)	(21.00%)	(21.00%)	(21.00%)	(21.00%)

Line of credit (Details)

Line of credit (Details) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Line of credit (Details) [Line Items]
Accounts receivable (in Dollars)	$ 12,000,000
Interest rate	9.25%	9.25%
Outstanding balance (in Dollars)	$ 2,911,720
Maximum borrowing (in Dollars)	$ 6,000,000
Percentage of maximum principal	80%
Facility bears interest	5.38%
Proficient Transport [Member]
Line of credit (Details) [Line Items]
Interest rate	0.75%
Outstanding balance (in Dollars)	$ 0
Line of Credit [Member]
Line of credit (Details) [Line Items]
Line of credit (in Dollars)	0	$ 3,450,129
Accounts receivable (in Dollars)	$ 18,000,000
Interest rate	4%
Facility bears interest	7.63%
Line of Credit [Member] | Proficient Transport [Member]
Line of credit (Details) [Line Items]
Interest rate	0%
Minimum [Member]
Line of credit (Details) [Line Items]
Interest rate	3%
Maximum [Member]
Line of credit (Details) [Line Items]
Interest rate	8.50%
Secured Overnight Financing Rate (SOFR) [Member]
Line of credit (Details) [Line Items]
Facility bears interest	2.25%

Long-Term Debt (Details)

Long-Term Debt (Details) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 31, 2024
Long-Term Debt [Line Items]
Loan under EIDL assistance program							$ 1,751,832
Successor [Member]
Long-Term Debt [Line Items]
Amortization of debt issuance costs		$ 7,952			$ 7,952
Predecessor [Member]
Long-Term Debt [Line Items]
Amortization of debt issuance costs	$ 1,516		$ 3,279	$ 4,795		$ 6,558

Long-Term Debt (Details) - Sche

Long-Term Debt (Details) - Schedule of Long-term debt - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Schedule of Long-term debt [Line Items]
Total	$ 52,433,370	$ 6,651,810
Predecessor [Member]
Schedule of Long-term debt [Line Items]
Less: unamortized debt issuance costs		(16,633)
Less: current maturities		(1,599,699)
Total long-term debt		5,035,478
Predecessor [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Total		991,676
Predecessor [Member] | Note Payable [Member]
Schedule of Long-term debt [Line Items]
Total		693,836
Predecessor [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Total		$ 4,966,298
Successor [Member]
Schedule of Long-term debt [Line Items]
Less: unamortized debt issuance costs	(49,169)
Less: current maturities	(19,195,045)
Total long-term debt	33,189,156
Successor [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Total	50,007,292
Successor [Member] | Note Payable [Member]
Schedule of Long-term debt [Line Items]
Total	674,246
Successor [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Total	$ 1,751,832

Long-Term Debt (Details) - Sc_2

Long-Term Debt (Details) - Schedule of Long-term debt (Parentheticals) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Predecessor [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment		$ 43,359
Predecessor [Member] | Note Payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment		$ 6,751
Bearing interest rate		6%
Maturity term		December 2025
Predecessor [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment		$ 128,733
Predecessor [Member] | Minimum [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate		4.99%
Maturity term		August 2024
Predecessor [Member] | Minimum [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate		3.95%
Maturity term		June 2024
Predecessor [Member] | Maximum [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate		9.32%
Maturity term		November 2026
Predecessor [Member] | Maximum [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate		6.80%
Maturity term		December 2028
Successor [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment	$ 2,022,714
Successor [Member] | Note Payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment	$ 6,751
Bearing interest rate	6%
Maturity term	December 2025
Successor [Member] | Equipment notes payable [Member]
Schedule of Long-term debt [Line Items]
Interest payment	$ 9,982
Bearing interest rate	3.75%
Maturity term	June 2050
Secured loan	$ 150,000
Increased secured loan	$ 1,850,000
Successor [Member] | Minimum [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate	1.90%
Maturity term	August 2024
Successor [Member] | Maximum [Member] | Equipment and Vehicle Notes Payable [Member]
Schedule of Long-term debt [Line Items]
Bearing interest rate	13%
Maturity term	March 2030

Long-Term Debt (Details) - Sc_3

Long-Term Debt (Details) - Schedule of Future Maturities of Long-Term Debt	Jun. 30, 2024 USD ($)
Schedule of Future Maturities of Long-Term Debt [Abstract]
2024	$ 12,004,516
2025	14,414,051
2026	9,558,661
2027	7,376,581
2028 and thereafter	9,030,392
Total	$ 52,384,201

Leases (Details)

Leases (Details) - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended		12 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Successor [Member]
Leases [Line Items]
Weighted-average discount rate for operating leases		7%			7%
Weighted-average remaining lease term		10 years 7 months 6 days			10 years 7 months 6 days
Weighted-average discount rate for finance leases		12.08%			12.08%
Weighted-average remaining lease term		1 year 6 months 21 days			1 year 6 months 21 days
Deposit liabilities		$ 1,549,374			$ 1,549,374
Lease receivables					18,160
Sales-type lease revenue		0			0
Interest income		$ 104			$ 104
Predecessor [Member]
Leases [Line Items]
Weighted-average discount rate for operating leases							0.86%
Weighted-average remaining lease term							10 years 7 months 6 days
Weighted-average discount rate for finance leases							9.26%
Weighted-average remaining lease term							1 year 25 days
Deposit liabilities							$ 348,134
Lease receivables							$ 35,055
Sales-type lease revenue	$ 0		$ 0	$ 0		$ 25,000
Interest income	$ 60		$ 823	$ 273		$ 1,410

Leases (Details) - Schedule of

Leases (Details) - Schedule of Lease Cost - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Successor [Member]
Leases (Details) - Schedule of Lease Cost [Line Items]
Operating lease cost		$ 110,902			$ 110,902
Finance lease costs:
Amortization of finance lease assets		9,158			9,158
Interest on lease liabilities		2,981			2,981
Short-term lease costs		189,518			189,518
Total lease costs		$ 312,559			$ 312,559
Predecessor [Member]
Leases (Details) - Schedule of Lease Cost [Line Items]
Operating lease cost	$ 9,463		$ 14,081	$ 27,951		$ 20,429
Finance lease costs:
Amortization of finance lease assets	40,622		120,933	160,032		241,865
Interest on lease liabilities	89,096		63,957	132,062		134,600
Short-term lease costs	57,885		39,062	99,533		86,215
Total lease costs	$ 197,066		$ 238,033	$ 419,578		$ 483,109

Leases (Details) - Schedule o_2

Leases (Details) - Schedule of Maturities of Lease Liabilities - Successor [Member]	Jun. 30, 2024 USD ($)
Leases (Details) - Schedule of Maturities of Lease Liabilities [Line Items]
2024	$ 1,227,642
2024	48,067
2025	2,360,657
2025	96,134
2026	1,897,913
2026	8,011
2027	1,654,026
2027
2028	1,727,702
2028
Thereafter	11,731,065
Thereafter
Total undiscounted cash flows	20,599,005
Total undiscounted cash flows	152,212
Less: present value factor	(6,541,147)
Less: present value factor	(13,956)
Total lease liabilities	14,057,858
Total lease liabilities	138,256
Less: current portion	(1,406,004)
Less: current portion	(83,982)
Total long-term lease liabilities	12,651,854
Total long-term lease liabilities	$ 54,274

Leases (Details) - Schedule o_3

Leases (Details) - Schedule of Future Minimum Lease Payments	Jun. 30, 2024 USD ($)
Schedule of Future Minimum Lease Payments [Abstract]
2024	$ 15,662
2025	2,697
2026
Total undiscounted cash payments	18,359
Less: present value factor	(199)
Total net investment in lease	18,160
Less: current portion	(18,160)
Total net investment in lease, less current portion

Stockholders_ Equity and Pref_3

Stockholders’ Equity and Preferred Stock (Details) - USD ($)		6 Months Ended	12 Months Ended
	May 31, 2024	Jun. 30, 2024	Dec. 31, 2023
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Invested per share (in Dollars per share)		$ 1
Undistributed preferred returns (in Dollars)			$ 5,813,749
Share issued		6,848,795
Total gross proceeds (in Dollars)		$ 21,500,000
Net proceeds (in Dollars)	$ 192,273,599	$ 20,018,250
Additional share		2,149,999
RSU [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Share issued	404,177
Proficient Transport [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Percentage of equity		8%
Series A Preferred Stock [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Preferred stock, shares authorized		10,000,000
Preferred stock, par value (in Dollars per share)		$ 0.01
Preferred stock, value (in Dollars)			$ 8,880,672
Successor [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Common stock, shares authorized		50,000,000
Common stock par value (in Dollars per share)		$ 0.01
IPO [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Share issued	14,333,333
Price per share (in Dollars per share)	$ 15	$ 15
Total gross proceeds (in Dollars)	$ 215,000,000
Over-Allotment Option [Member]
Stockholders’ Equity and Preferred Stock (Details) [Line Items]
Share issued		1,435,000

Stockholders_ Equity and Pref_4

Stockholders’ Equity and Preferred Stock (Details) - Schedule of Balance Sheet - USD ($)	1 Months Ended	3 Months Ended	12 Months Ended
	May 12, 2024	Mar. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Schedule of Balance Sheet [Abstract]
Balance	$ 9,141,198	$ 9,058,424	$ 8,880,672	$ 12,933,092
Accrued and unpaid dividend	$ 82,774	$ 177,752	947,580
Dividend Paid			$ (5,000,000)

Stock-Based Compensation (Detai

Stock-Based Compensation (Details) - USD ($)					1 Months Ended	3 Months Ended	6 Months Ended
	Jun. 03, 2024	May 31, 2024	May 13, 2024	May 12, 2024	Jul. 31, 2018	Jun. 30, 2024	Jun. 30, 2024
2024 Long-Term Incentive Plan [Member] | Successor [Member]
Stock-Based Compensation [Line Items]
Shares of common stock		3,260,000
Shares vesting period	3 years	1 year	3 years
Restricted stock units	9,824		20,000
Shares issued			307,933
Restricted stock awards value (in Dollars)						$ 6,600,000	$ 6,600,000
Unrecognized compensation expense of RSU's (in Dollars)							$ 17,922,309
2024 Long-Term Incentive Plan [Member] | Successor [Member] | Restricted Stock Units (RSUs) [Member]
Stock-Based Compensation [Line Items]
Shares vesting period		5 years	1 year
Restricted stock units			5,000
2024 Long-Term Incentive Plan [Member] | Chief Executive Officer [Member] | Successor [Member]
Stock-Based Compensation [Line Items]
Shares vesting period				5 years
Restricted stock units				1,212,532
Phantom Stock Plan [Member] | Predecessor [Member]
Stock-Based Compensation [Line Items]
Restricted stock units					565,463
Vested shares					188,488
Remaining shares					376,975
Employee Stock [Member] | 2024 Long-Term Incentive Plan [Member] | Successor [Member]
Stock-Based Compensation [Line Items]
Shares vesting period			38 years
Shares issued			129,397

Stock-Based Compensation (Det_2

Stock-Based Compensation (Details) - Schedule of All Restricted Stock/Units Outstanding - Restricted Stock Units (RSUs) [Member]	6 Months Ended
	Jun. 30, 2024 $ / shares shares
Schedule of All Restricted Stock/Units Outstanding [Line Items]
Number of Shares, Outstanding Balance | shares
Weighted Average Grant Date Fair Value, Outstanding Balance | $ / shares	$ 0
Number of Shares, Granted | shares	2,227,393
Weighted Average Grant Date Fair Value, Granted | $ / shares	$ 15
Number of Shares, Vested | shares	(951,885)
Weighted Average Grant Date Fair Value, Vested | $ / shares	$ 15
Number of Shares, Canceled/Forfeited | shares	(40,000)
Weighted Average Grant Date Fair Value, Canceled/Forfeited | $ / shares	$ 15
Number of Shares, Outstanding Balance | shares	1,235,508
Weighted Average Grant Date Fair Value, Outstanding Balance | $ / shares	$ 15
Weighted Average Remaining Contractual Life, Outstanding Balance	4 years 1 month 28 days

Segment Reporting (Details)

Segment Reporting (Details)	6 Months Ended
	Jun. 30, 2024
Segment Reporting [Abstract]
Operating segments	2

Segment Reporting (Details) - S

Segment Reporting (Details) - Schedule of Information about Reportable Segments - USD ($)	1 Months Ended	3 Months Ended		4 Months Ended	6 Months Ended
	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023	May 12, 2024	Jun. 30, 2024	Jun. 30, 2023
Successor [Member]
Revenues
Total Operating Revenue		$ 55,908,597			$ 55,908,597
Operating Income
Corporate		(2,608,333)			(2,918,211)
Depreciation and Amortization
Total Depreciation and Amortization		4,497,031			4,497,031
Successor [Member] | Truckload [Member]
Revenues
Total Operating Revenue		18,349,462			18,349,462
Successor [Member] | Truckload Excluding Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue		17,225,216			17,225,216
Successor [Member] | Truckload Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue		1,124,246			1,124,246
Successor [Member] | Lease Revenue [Member]
Revenues
Total Operating Revenue		352,522			352,522
Successor [Member] | Brokerage Excluding Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue		34,585,529			34,585,529
Successor [Member] | Brokerage Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue		2,470,417			2,470,417
Successor [Member] | Other Revenue [Member]
Revenues
Total Operating Revenue		150,667			150,667
Successor [Member] | Brokerage [Member]
Revenues
Total Operating Revenue		37,559,135			37,559,135
Operating Income
Corporate		4,047,738			4,047,738
Depreciation and Amortization
Total Depreciation and Amortization		2,293,760			2,293,760
Successor [Member] | Truckload [Member]
Operating Income
Corporate		1,213,500			1,213,500
Depreciation and Amortization
Total Depreciation and Amortization		2,202,909			2,202,909
Successor [Member] | Corporate [Member]
Operating Income
Corporate		(7,869,571)			(8,179,449)
Depreciation and Amortization
Total Depreciation and Amortization		$ 362			$ 362
Predecessor [Member]
Revenues
Total Operating Revenue	$ 13,391,096		$ 32,992,576	$ 41,217,688		$ 67,245,707
Operating Income
Corporate	(22,429,175)		1,919,899	(20,403,275)		4,849,894
Depreciation and Amortization
Total Depreciation and Amortization	295,651		624,718	934,988		1,215,374
Predecessor [Member] | Truckload [Member]
Revenues
Total Operating Revenue	5,095,585		12,177,516	13,696,822		23,731,555
Predecessor [Member] | Truckload Excluding Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue	4,693,586		10,680,891	12,673,594		20,454,858
Predecessor [Member] | Truckload Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue	330,630		1,460,503	826,414		3,238,691
Predecessor [Member] | Lease Revenue [Member]
Revenues
Total Operating Revenue	71,369		36,122	196,814		38,006
Predecessor [Member] | Brokerage Excluding Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue	7,899,513		20,019,622	26,274,193		41,428,304
Predecessor [Member] | Brokerage Fuel Surcharge and Other Reimbursements [Member]
Revenues
Total Operating Revenue	395,998		795,438	1,246,673		2,085,848
Predecessor [Member] | Brokerage [Member]
Revenues
Total Operating Revenue	8,295,511		20,815,060	27,520,866		43,514,152
Operating Income
Corporate	(18,636,397)		1,893,829	(16,564,573)		4,457,351
Depreciation and Amortization
Total Depreciation and Amortization	19,909		40,347	62,205		81,450
Predecessor [Member] | Truckload [Member]
Operating Income
Corporate	(3,792,778)		26,070	(3,838,702)		392,543
Depreciation and Amortization
Total Depreciation and Amortization	$ 275,742		$ 584,371	$ 872,783		$ 1,133,924

Loss Per Share (Details)

Loss Per Share (Details)	6 Months Ended
	Jun. 30, 2024 shares
Loss Per Share [Abstract]
Excluded weighted average number of shares	1,255,508

Loss Per Share (Details) - Sche

Loss Per Share (Details) - Schedule of Reconciliation of Weighted Average Number of Shares Outstanding and Basic Loss Per Share - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2024
Numerator:
Net income (loss)	$ (3,551,895)	$ (3,861,773)
Denominator:
Weighted-Average Number of Shares of Common Stock	14,992,736	8,965,933
Basic Loss per Share	$ (0.24)	$ (0.43)

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Aug. 31, 2023	Dec. 31, 2022
Commitments and Contingencies [Line Items]
Payment of pending amount for long-term settlement	$ 4,000,000
Expenses amount		$ 4,000,000

Subsequent Events (Details)

Subsequent Events (Details) - USD ($) $ / shares in Units, shares in Thousands				6 Months Ended
	Aug. 14, 2024	Aug. 08, 2024	Jul. 09, 2024	Jun. 30, 2024
Subsequent Events [Line Items]
Payment to sellers cash consideration				$ 28,700,000
Shares issued (in Shares)				1,020
Par value per share (in Dollars per share)				$ 0.01
Line of credit outstanding balance				$ 2,911,720
Payoff amount				$ 671,872
Subsequent Event [Member]
Subsequent Events [Line Items]
Line of credit outstanding balance	$ 1,752,990	$ 4,129,935	$ 0