Stockholders’ Equity (Deficit) and Preferred Stock

12 Months Ended

Dec. 31, 2024

Stockholders’ Equity (Deficit) and Preferred Stock [Abstract]

Stockholders’ Equity (Deficit) and Preferred Stock

Note 13 — Stockholders’ Equity (Deficit) 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 converted to shares of common stock of the Company in connection with the IPO and 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 consolidated balance sheet as of December 31, 2023.

The Series A preferred stock is recorded at its redemption value of $8,880,672 as of December 31, 2023. The accumulated but undistributed preferred returns were $0 and $5,813,749 as of December 31, 2024 and 2023, respectively.

Activity related to the Series A preferred stock is as follows:

Balance as of December 31, 2021	$	11,948,178
Accrued and unpaid dividend		984,914
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 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.

The Company issued 6,888,128 shares of its common stock to the Founding Companies in connection with the Combinations and 1,069,346, common shares to the ATG Sellers. Please see Note 3 for additional information.

In May 2024, the Company issued 404,177 shares of common stock for vested RSU’s.

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. All of the shares of common stock were sold by the Company.