8-K/A - PAL - Equibles

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

8-K/A

CURRENT

REPORT

Pursuant

to Section 13 or 15(d)

of

the Securities Exchange Act of 1934

Dateof report (date of earliest event reported): May 13, 2024

Proficient Auto Logistics, Inc.

(Exactname of registrant as specified in its charter)

Delaware	001-42035	93-1869180
(Stateor other jurisdictionof incorporation)	(Commission file number)	(IRSemployeridentification number)

12276 San Jose Blvd., Suite 426

Jacksonville,FL 32223

(Addressof principal executive offices)

Registrant’s

telephone number, including area code: (904) 506-7918

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐	Written<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 par value per share	PAL	Nasdaq<br> Global Market

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 15, 2024, Proficient Auto Logistics, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original Current Report”). Item 5.02 of the Original 8-K incorrectly stated that Messrs. Lux and Skiadas will receive cash and equity compensation as members of the Company’s Board of Directors. This amendment on Form 8-K/A is being filed solely to correct this error and state that Messrs. Lux and Skiadas will not receive compensations in their capacity as members of the Company’s Board of Directors. This amendment does not otherwise update, modify or amend the Original Current Report.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 16, 2024.

Proficient Auto Logistics, Inc.
By:	/s/<br> Brad Wright
	Brad<br> Wright
	Chief<br> Financial Officer and Secretary