United States securities and exchange commission logo





                            February 22, 2024

       Ross Berner
       Chief Executive Officer
       Proficient Auto Logistics, Inc.
       c/o The Corporation Trust Company
       1209 Orange Street
       Wilmington, DE 19801

                                                        Re: Proficient Auto
Logistics, Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form S-1
                                                            Submitted February
5, 2023
                                                            CIK No. 0001998768

       Dear Ross Berner:

            We have reviewed your amended draft registration statement and have
the following
       comment(s).

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your
response.

               After reviewing the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional comments.
       Unless we note otherwise, any references to prior comments are to
comments in our January 19,
       2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form S-1

       Summary, page 1

   1.                                                   We note your response
to prior comment 1. Please further revise throughout the
                                                        prospectus to highlight
that you have not operated as a combined company in the past. In
                                                        this regard, we note
limited revisions in response to the prior comment.
 Ross Berner
FirstName  LastNameRoss    Berner
Proficient Auto Logistics, Inc.
Comapany22,
February    NameProficient
             2024           Auto Logistics, Inc.
February
Page 2 22, 2024 Page 2
FirstName LastName
Our engagement of independent contractors, page 13

2.       We note your response to prior comment 4. Please revise to clarify
whether there
         are states in which your drivers were previously classified as
independent contractors and
         are now deemed to be employees. For those states, if any, please
clarify how your
         operations changed as a result of the changed status of your drivers.
Market, Industry and Other Data, page 30

3.       We note your response to prior comment 5. To expedite our review
please identify the
         specific report(s) that are the source of the data from the
Autohaulers Association of
         America, the U.S. Department of Transportation Safety, and Fitness
Electronic Records
         System and Transport Topics, and the date(s) of the report(s).
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
36

4.       We note your response to prior comment 9; however, we could not locate
such revisions.
         Please revise or advise.
Blue Chip Customer Base Comprised of Leading Automotive Original Equipment
Manufacturers, page 58

5.       We note your response to prior comment 11. Please revise your
description of the contract
         services arrangements to remove the word "dedicated" which appears to
suggest that such
         arrangements are exclusive.
Our Strategy, page 59

6.       We note your response to prior comment 12 and reissue it in part. We
note the strategies
         discussed in this section. To the extent that you intend to integrate
or leverage the
         operations of the Founding Companies, please discuss the expected
costs, if known.
Overview of Founding Companies, page 60

7.       We note your response to prior comment 13 and reissue in part. Please
revise to describe
         the negotiation process in greater detail, as requested in the prior
comment.
8.       In your response to prior comment 16, you state that you do not expect
that the Founding
         Companies will compete with each other. However, it would appear
foreseeable that
         conflicts that may arise in a collective. For example, it appears that
a single customer
         could be provided with similar services at potentially different rates
by two or more
         Founding Companies or, alternatively, a Founding Company may wish to
pursue strategic
         objectives that differ from other Founding Companies. Please describe
how you propose
         to resolve conflicts of interests among your members.
 Ross Berner
FirstName  LastNameRoss    Berner
Proficient Auto Logistics, Inc.
Comapany22,
February    NameProficient
             2024           Auto Logistics, Inc.
February
Page 3 22, 2024 Page 3
FirstName LastName
Tribeca Automotive Inc, and Affiliate
Revenue Recognition, page F-90

9.       We note your response to comment 21. In light of your intention to
change policy for the
         recognition of revenue, please tell us if there is any financial
impact on the periods
         presented and your assessment of its materiality under SAB Topic 1.M.
Additionally,
         address the need to provide disclosures required by ASC 250-10-50-7
with respect to
         revisions made to audited financial statements in connection with the
correction of an
         error in previously issued financial statements.
        Please contact Brian McAllister, Staff Accountant, at 202-551-3341 or
Kimberly Calder,
Assistant Chief Accountant, at 202-551-3701 if you have questions regarding
comments on the
financial statements and related matters. Please contact Liz Packebusch, Staff
Attorney, at 202-
551-8749 or Daniel Morris, Legal Branch Chief, at 202-551-3314 with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Energy &
Transportation
cc:      Edward S. Best