Form 8-K/A

8-K/A — Proficient Auto Logistics, Inc

Accession: 0001213900-26-112185

Filed: 2026-10-23

Period: 2026-08-13

CIK: 0001998768

SIC: 4700 (TRANSPORTATION SERVICES)

Item: Financial Statements and Exhibits

Documents

8-K/A — ea0309367-8ka1_proficient.htm (Primary)

EX-23.1 — CONSENT OF WINDES, INC., INDEPENDENT AUDITOR OF HANSEN & ADKINS, INC. AND SUBSIDIARIES (ea030936701ex23-1.htm)

EX-23.2 — CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITOR OF MCL MCGILL CARRIERS LTD (ea030936701ex23-2.htm)

EX-99.3 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HANSEN & ADKINS, INC. AND SUBSIDIARIES AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea030936701ex99-3.htm)

EX-99.4 — UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF HANSEN & ADKINS, INC. AND SUBSIDIARIES AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (ea030936701ex99-4.htm)

EX-99.5 — AUDITED FINANCIAL STATEMENTS OF MCL MCGILL CARRIERS LTD. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024 (ea030936701ex99-5.htm)

EX-99.6 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF MCL MCGILL CARRIERS LTD. AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025 (ea030936701ex99-6.htm)

EX-99.7 — UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION OF PROFICIENT AUTO LOGISTICS, INC. AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND THE YEAR ENDED DECEMBER 31, 2025 (ea030936701ex99-7.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K/A — AMENDMENT NO. 1 TO FORM 8-K

8-K/A (Primary)

Filename: ea0309367-8ka1_proficient.htm · Sequence: 1

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0001998768

2026-08-13

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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

Date of report (date of earliest event reported):

August 13, 2026

Proficient Auto Logistics, Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-42035

93-1869180

(State or other jurisdiction

of incorporation)

(Commission file number)

(IRS employer

identification number)

12276 San Jose Blvd., Suite 426

Jacksonville, FL 32223

(Address of principal executive offices)

Registrant’s telephone number, including

area code: (904) 506-7918

Check the appropriate box below if the Form 8-K

is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

☐ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark

whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)

or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☒

If an emerging growth

company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or

revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section

12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value per share

PAL

Nasdaq Global Market

Explanatory Note

On August 13, 2026, Proficient Auto

Logistics, Inc., a Delaware corporation (“PAL” or the “Company”), through its wholly owned subsidiaries

Proficient Services, Inc. (“US Buyer”) and H&A CN Acquisition, Ltd. (“Canada Buyer” and, together with

US Buyer, the “Buyers”), completed its previously announced acquisition (the “Acquisition”) of all of the

issued and outstanding equity interests of Hansen & Adkins Auto Transport, LLC (“H&A Auto Transport,” formerly

Hansen & Adkins Auto Transport, Inc.), Hansen & Adkins Auto Logistics, LLC (“H&A Auto Logistics,” formerly

Hansen & Adkins Auto Logistics, Inc.), Royal Truck Leasing, LLC (“Royal”) and Hansen & Adkins Canada Ltd.

(“H&A Canada” and, collectively, the “Acquired Companies”) pursuant to the Equity Purchase Agreement,

dated as of August 10, 2026 (the “Purchase Agreement”), by and among the Buyers, the Acquired Companies, Steven Hansen,

Louie Adkins, Hansen & Adkins, Inc., Royal Holdco, LLC, The Steven Hansen Separate Property Trust and The Louie Adkins 2024

Trust (collectively, the “Sellers”), and Steven Hansen, in his capacity as the Seller Representative. The Acquisition

was previously reported in the Company’s Current Report on Form 8-K filed on August 14, 2026 (the “Original 8-K”).

For purposes of this Amendment No. 1 to the Original 8-K (“Amendment No. 1”), H&A Auto Transport, H&A Auto

Logistics and Royal are referred to collectively as “H&A.” Upon completion of the Acquisition, MCL McGill Carriers

Ltd. (“MCL”) became a subsidiary of H&A Canada. For purposes of the unaudited pro forma condensed combined financial

information, MCL’s historical financial information is presented under the caption “H&A Canada.” H&A and

H&A Canada are referred to collectively as the “acquired businesses.” This Amendment No. 1 is being filed to provide

the financial statements and pro forma financial information required by Item 9.01 of Form 8-K. This Amendment No. 1 should be read

in conjunction with the Original 8-K. Except as set forth herein, this Amendment No. 1 does not amend, modify or update the

information contained in the Original 8-K.

The pro forma financial information included in this Amendment No. 1 is presented for

informational purposes only, as required by Form 8-K. It is not intended to represent the results of operations that PAL and the

acquired businesses would have achieved had the Acquisition and related financing transactions occurred during the periods

presented, nor is it intended to project the future results of operations of the combined company.

Item 9.01 Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The audited consolidated financial statements of Hansen & Adkins,

Inc. and Subsidiaries, which include H&A as of and for the years ended December 31, 2025 and 2024, together with the related independent

auditor’s report of Windes, Inc., are filed as Exhibit 99.3 hereto and incorporated herein by reference. The unaudited condensed

consolidated financial statements of Hansen & Adkins, Inc. and Subsidiaries as of June 30, 2026 and for the six months ended June

30, 2026 and 2025 are filed as Exhibit 99.4 hereto and incorporated herein by reference.

The audited financial statements of MCL McGill

Carriers Ltd. as of and for the years ended December 31, 2025 and 2024, prepared in accordance with accounting principles generally accepted

in the United States, together with the related independent auditor’s report of Grant Thornton LLP, are filed as Exhibit 99.5 hereto

and incorporated herein by reference. The unaudited condensed financial statements of MCL as of June 30, 2026 and for the six months ended

June 30, 2026 and 2025 are filed as Exhibit 99.6 hereto and incorporated herein by reference. For purposes of the unaudited pro forma

condensed combined financial information, MCL’s historical financial information is presented under the caption “H&A Canada.”

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance

sheet of PAL as of June 30, 2026, giving effect to the Acquisition and the related financing transactions as if they had occurred on June

30, 2026, and the unaudited pro forma condensed combined statements of operations of PAL for the year ended December 31, 2025 and the

six months ended June 30, 2026, in each case giving effect to the Acquisition and the related financing transactions as if they had occurred

on January 1, 2025, are filed as Exhibit 99.7 hereto and incorporated herein by reference.

(d) Exhibits

Exhibit No.

Description

23.1

Consent of Windes, Inc., independent auditor of Hansen & Adkins, Inc. and Subsidiaries

23.2

Consent of Grant Thornton LLP, independent auditor of MCL McGill Carriers Ltd.

99.3

Audited consolidated financial statements of Hansen & Adkins, Inc. and Subsidiaries as of and for the years ended December 31, 2025 and 2024.

99.4

Unaudited condensed consolidated financial statements of Hansen & Adkins, Inc. and Subsidiaries as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

99.5

Audited financial statements of MCL McGill Carriers Ltd. as of and for the years ended December 31, 2025 and 2024.

99.6

Unaudited condensed financial statements of MCL McGill Carriers Ltd. as of June 30, 2026 and for the six months ended June 30, 2026 and 2025.

99.7

Unaudited pro forma condensed combined financial information of Proficient Auto Logistics, Inc. as of June 30, 2026 and for the six months ended June 30, 2026 and the year ended December 31, 2025.

104

Cover Page Interactive Data File (formatted as Inline XBRL)

SIGNATURES

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: October 23, 2026

By:

/s/ Brad Wright

Brad Wright

Chief Financial Officer and Secretary

EX-23.1 — CONSENT OF WINDES, INC., INDEPENDENT AUDITOR OF HANSEN & ADKINS, INC. AND SUBSIDIARIES

EX-23.1

Filename: ea030936701ex23-1.htm · Sequence: 2

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have issued our report dated April 13, 2026,

with respect to the financial statements of Hansen & Adkins, Inc. and subsidiaries as of and for the years ended December 31, 2025,

and 2024 and the notes thereto, which report appears in this Form 8-K/A of Proficient Auto Logistics, Inc. We consent to the incorporation

by reference of said report in the registration statement of Proficient Auto Logistics, Inc. on Form S-8 (File No. 333-279346).

/s/ Windes, Inc.

Windes, Inc.

Long Beach, California

October 23, 2026

EX-23.2 — CONSENT OF GRANT THORNTON LLP, INDEPENDENT AUDITOR OF MCL MCGILL CARRIERS LTD

EX-23.2

Filename: ea030936701ex23-2.htm · Sequence: 3

Exhibit 23.2

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We have issued our report dated October 23, 2026, with respect to the

financial statements of MCL McGill Carriers Ltd. as of and for the years ended December 31, 2025, and 2024 and the notes thereto, which

report appears in this Form 8-K/A of Proficient Auto Logistics, Inc. We consent to the incorporation by reference of said report in the

registration statement of Proficient Auto Logistics, Inc. on Form S-8 (File No. 333-279346).

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

October 23, 2026

EX-99.3 — AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF HANSEN & ADKINS, INC. AND SUBSIDIARIES AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

EX-99.3

Filename: ea030936701ex99-3.htm · Sequence: 4

Exhibit 99.3

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER

31, 2025 AND 2024

TABLE OF CONTENTS

Independent Auditors’ Report

Consolidated Balance Sheets

Consolidated Statements of Operations

Consolidated Statements of Changes in Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to the Consolidated Financial Statements

6-19

Supplementary Information:

Independent Auditors’ Report on Supplementary Financial Information

Consolidating Balance Sheets

21-22

Consolidating Statements of Operations

23-24

Consolidating Statements of Changes in Stockholders’ Equity

INDEPENDENT AUDITORS’ REPORT

To the Stockholders of

Hansen & Adkins, Inc. and subsidiaries:

Opinion

We have audited the accompanying consolidated

financial statements of Hansen & Adkins, Inc. and its subsidiaries, which comprise the consolidated balance sheets as of December

31, 2025 and 2024, the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years

then ended, and the related notes to the consolidated financial statements.

In our opinion, the consolidated financial

statements referred to above present fairly, in all material respects, the financial position of Hansen & Adkins, Inc. and its subsidiaries

(the Company) as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended in accordance

with accounting principles generally accepted in the United States of America.

Basis for Opinion

We conducted our audits in accordance with

auditing standards generally accepted in the United States of America. Our responsibilities under those standards are further described

in the Auditors’ Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are required

to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements relating

to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Responsibilities of Management for the Consolidated Financial

Statements

Management is responsible for the preparation

and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United

States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation

of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the consolidated financial

statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial

doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial

statements are available to be issued.

Auditors’ Responsibilities for the Audit of the Consolidated

Financial Statements

Our objectives are to obtain reasonable

assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or

error, and to issue an auditors’ report that includes our opinion. Reasonable assurance is a high level of assurance but is not

absolute assurance and, therefore, is not a guarantee that an audit conducted in accordance with generally accepted auditing standards

will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher

than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override

of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate,

they would influence the judgment made by a reasonable user based on the consolidated financial statements.

In performing an audit in accordance with generally accepted

auditing standards, we:

● Exercise professional judgment and maintain professional

skepticism throughout the audit.

● Identify and assess the risks of material misstatement of

the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks.

Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

● Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used

and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated

financial statements.

● Conclude whether, in our judgment, there are conditions or

events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for

a reasonable period of time.

We are required to communicate with those

charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain

internal control-related matters that we identified during the audit.

/s/ Windes, Inc.

Long Beach, California

April 13, 2026

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

December 31,

2025

2024

ASSETS

CURRENT ASSETS

Cash and cash equivalents (variable interest entity restricted: $1,743,251 - 2025; $2,922,411 - 2024)

$ 17,551,850

$ 18,650,798

Accounts receivable, net of allowance for credit losses of $654,890 - 2025; $205,483 - 2024

25,241,990

26,496,499

Prepaid expenses and other current assets

6,287,592

3,957,266

Due from stockholders

633,830

622,035

Notes receivable, current portion (variable interest entity restricted: $532,365 - 2025; $836,769 - 2024)

908,327

1,486,994

50,623,589

51,213,592

PROPERTY AND EQUIPMENT, net

(variable interest entity restricted: $50,731,727 - 2025; $23,508,114 - 2024)

52,105,596

24,841,306

OTHER ASSETS

Notes receivable, noncurrent portion (variable interest entity restricted: $315,284 - 2025; $884,693 - 2024)

4,820,848

5,627,140

Deposits

574,330

527,179

5,395,178

6,154,319

TOTAL ASSETS

$ 108,124,363

$ 82,209,217

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

$ 7,331,798

$ 16,573,264

Accrued expenses, current portion

16,253,987

17,478,142

Notes payable, current portion (variable interest entity nonrecourse: $10,975,544 - 2025; $6,536,316 - 2024)

13,121,577

7,086,981

36,707,362

41,138,387

NONCURRENT LIABILITIES

Accrued expenses, noncurrent portion

8,915,072

9,390,747

Notes payable, noncurrent portion (variable interest entity nonrecourse: $43,846,087 - 2025; $20,660,454 - 2024)

50,327,665

26,208,497

59,242,737

35,599,244

COMMITMENTS AND CONTINGENCIES (Notes 1, 8, and 9)

STOCKHOLDERS’ EQUITY

Common stock, no par value; 1,000 shares authorized, issued, and outstanding

120,000

Additional paid-in capital

20,915,648

Accumulated deficit

(28,169,698 )

(34,940,785 )

Stockholders’ deficit attributable to Hansen & Adkins, Inc.

(7,134,050 )

(13,905,137 )

Noncontrolling interest

19,308,314

19,376,723

Total Stockholders’ Equity

12,174,264

5,471,586

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 108,124,363

$ 82,209,217

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

For the Year Ended

December 31,

2025

2024

SALES

$ 345,203,677

$ 317,111,314

COST OF SALES

298,616,835

274,990,018

GROSS PROFIT

46,586,842

42,121,296

OPERATING EXPENSES

General and administrative expenses

39,441,417

34,877,015

Gain on sale of property and equipment

(2,153,327 )

(1,141,417 )

37,288,090

33,735,598

INCOME FROM OPERATIONS

9,298,752

8,385,698

OTHER INCOME (EXPENSE)

Other income (expense)

1,491,830

(10,804,797 )

Interest expense

(3,728,335 )

(1,902,632 )

Interest income

541,893

710,709

(1,694,612 )

(11,996,720 )

INCOME (LOSS) BEFORE (BENEFIT FROM) PROVISION FOR STATE TAXES

7,604,140

(3,611,022 )

(BENEFIT FROM) PROVISION FOR STATE TAXES

(254,484 )

298,889

NET INCOME (LOSS)

7,858,624

(3,909,911 )

LESS: INCOME ATTRIBUTABLE TO NONCONTROLLING INTEREST

1,009,347

493,578

NET INCOME (LOSS) ATTRIBUTABLE TO HANSEN & ADKINS, INC.

$ 6,849,277

$ (4,403,489 )

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’

Deficit

Additional

Attributable to

Common

Paid-In

Accumulated

Hansen &

Noncontrolling

Stock

Capital

Deficit

Adkins, Inc.

Interest

Total

BALANCE AT JANUARY 1, 2024

$ 120,000

$ 20,915,648

$ (23,803,184 )

$ (2,767,536 )

$ 21,390,243

$ 18,622,707

DISTRIBUTIONS TO STOCKHOLDERS

(6,734,112 )

(2,507,098 )

(9,241,210 )

NET (LOSS) INCOME

(4,403,489 )

493,578

(3,909,911 )

BALANCE AT DECEMBER 31, 2024

120,000

20,915,648

(34,940,785 )

(13,905,137 )

19,376,723

5,471,586

DISTRIBUTIONS TO STOCKHOLDERS

(78,190 )

(1,077,756 )

(1,155,946 )

NET INCOME

6,849,277

1,009,347

7,858,624

BALANCE AT DECEMBER 31, 2025

$ 120,000

$ 20,915,648

$ (28,169,698 )

$ (7,134,050 )

$ 19,308,314

$ 12,174,264

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC.

AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the Year Ended

December 31,

2025

2024

CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)

$ 7,858,624

$ (3,909,911 )

Adjustments to reconcile net income (loss) to net cash from operating activities:

Depreciation and amortization

10,210,520

9,015,638

Gain on sale of property and equipment

(2,153,327 )

(1,141,417 )

Changes in operating assets and liabilities:

Accounts receivable

1,254,509

1,203,925

Prepaid expenses and other current assets

(2,330,326 )

(927,193 )

Deposits

(47,151 )

4,761

Accounts payable and accrued expenses

(10,941,296 )

8,587,392

Net Cash Provided By Operating Activities

3,851,553

12,833,195

CASH FLOWS FROM INVESTING ACTIVITIES

Repayments on notes receivable

1,384,959

1,992,068

(Advances to) repayments from stockholders

(11,795 )

325,120

Purchases of property and equipment

(450,435 )

(193,096 )

Proceeds from sale of property and equipment

2,153,327

1,171,394

Net Cash Provided By Investing Activities

3,076,056

3,295,486

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments on notes payable

(9,445,611 )

(7,747,797 )

Borrowings of notes payable

2,575,000

5,500,000

Members’ distributions

(1,077,756 )

(2,507,098 )

Stockholders’ distributions

(78,190 )

(6,734,112 )

Net Cash Used In Financing Activities

(8,026,557 )

(11,489,007 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

(1,098,948 )

4,639,674

CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR

18,650,798

14,011,124

CASH AND CASH EQUIVALENTS, END OF YEAR

$ 17,551,850

$ 18,650,798

The accompanying notes are an integral part of these

consolidated financial statements.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

Nature of Business

Hansen & Adkins, Inc. (Hansen &

Adkins) was incorporated under the laws of the state of California to provide vehicle transportation and related services throughout the

United States. Hansen & Adkins was formed in April 1994.

Basis of Accounting

The accompanying consolidated financial

statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of

America (U.S. GAAP).

Consolidation of Subsidiaries

These consolidated financial statements

include the accounts of Hansen & Adkins and its wholly owned subsidiaries, Hansen & Adkins Auto Transport, Inc. (H&A Auto

Transport), Hansen & Adkins Auto Logistics, Inc. (H&A Auto Logistics), and Royal Truck Leasing, LLC (Royal), a variable interest

entity, (collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of the consolidated financial

statements, in accordance with accounting principles generally accepted in the United States of America (U.S. GAAP), requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and

liabilities, and the reported amounts of revenues and expenses. Significant items subject to such estimates and assumptions include valuation

of accounts receivable, the useful lives of property and equipment, accrued expenses, including damage claims, and accrued workers’

compensation. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purposes of the consolidated balance

sheets and consolidated statements of cash flows, the Company considers cash on hand and all highly liquid debt instruments purchased

with original maturities of three months or less to be cash and cash equivalents.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Accounts Receivable

The Company extends credit to its customers

in the ordinary course of business and mitigates related credit risk by actively pursuing past due accounts. The Company measures expected

credit losses on a collective basis when similar characteristics exist using historical experience, current economic conditions, credit

ratings, and other relevant factors in its credit estimation process and provides for probable uncollectible amounts through a charge

to earnings and a credit to an allowance for credit losses based on its assessment.

Balances that are still outstanding

after management has made reasonable collection efforts are written off through a charge to the allowance for credit losses and a

credit to accounts receivable. The Company maintained an allowance for credit losses of $654,890 and $205,483 at December 31, 2025

and 2024, respectively. The Company recognized credit loss expenses of $1,440,000 and $456,000 during the years ended December 31,

2025 and 2024, respectively.

In July 2025, the Financial Accounting

Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement

of Credit Losses for Accounts Receivable and Contract Assets. The guidance introduces a practical expedient and an accounting policy

election that simplify the application of the current expected credit loss (CECL) model for current accounts receivable and current contract

assets arising from revenue transactions accounted for under Accounting Standards Codification (ASC) 606, Revenue from Contracts with

Customers.

The amendments allow all entities to elect

a practical expedient under which current conditions as of the consolidated balance sheet date are assumed not to change over the remaining

life of the asset, eliminating the need to develop and document reasonable and supportable forecasts when estimating expected credit losses

for assets within the scope of the guidance. In addition, entities other than public business entities may elect an accounting policy

to consider collection activity occurring after the consolidated balance sheet date but before the consolidated financial statements are

available to be issued when estimating expected credit losses.

Management has elected early adoption of

ASU 2025-05 during the current reporting period. The adoption was applied prospectively, as required by the standard. Upon adoption, management

elected the practical expedient to assume that current conditions as of December 31, 2025 remain unchanged for the remaining life of accounts

receivable. Management has also elected the accounting policy to consider subsequent collection activity through April 13, 2026 when estimating

expected credit losses. Accounts receivable collected prior to that date are excluded from the allowance for credit losses. The adoption

of ASU 2025-05 did not have a material impact on the Company’s financial position or results of operations.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Concentration of Business and Credit Risk

The Company maintains its cash and cash

equivalents at major financial institutions in deposit accounts insured by the Federal Deposit Insurance Corporation. At times, such amounts

may exceed federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any

significant credit risk.

The Company’s business is concentrated in the transportation

of automobiles and related services;

therefore, the performance of the Company could be affected

by industry trends.

Three customers comprised approximately 55%

and 51% of total sales during the years ended December 31, 2025 and 2024, respectively. These customers represented approximately 50%

and 49% of total accounts receivable at December 31, 2025 and 2024, respectively.

Property and Equipment

Property and equipment items are stated

at cost. Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three

to seven years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or

the lease term. Expenditures for maintenance and repairs are expensed as incurred, and expenditures that increase the value or productive

capacity of assets are capitalized.

Impairment of Long-Lived Assets

Long-lived assets, such as property and

equipment, are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

Recoverability of assets is measured by comparison of the carrying amount of the asset to the net undiscounted future cash flows expected

to be generated from the asset. If the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the

asset’s carrying value is adjusted to fair value. To date, no impairment has been recorded.

Fair Value of Financial Instruments

Financial instruments primarily consist

of accounts receivable, accounts payable, accrued expenses, and notes payable. The fair value of accounts receivable, accounts payable,

and accrued expenses closely approximates their carrying value due to their short-term maturities. The carrying amounts of substantially

all of the Company’s outstanding notes payable approximate fair value because their interest rates are based on variable reference

rates or rates approximating those currently available to the Company for debt with similar terms.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Accrued Workers’ Compensation

The Company carries insurance policies

to cover various risks, primarily general liability and workers’ compensation, under which the Company is liable to reimburse the

insurance carrier for a portion of each claim paid. The Company is self-insured for the first $250,000 of each workers’ compensation

claim. The Company has accrued a liability for all known claims, as well as those that are incurred but not reported.

Revenue Recognition

The Company primarily derives its revenue from vehicle transportation

and related services.

Revenue from contracts with customers is

recognized over time as services are performed, as control is continuously transferred to the customer and the customer simultaneously

receives and consumes the benefits of the services. Revenue is measured as the amount of total consideration expected to be received in

exchange for providing services.

A performance obligation is a promise in

a contract to transfer a distinct good or service to the customer and is defined as the unit of account. For all contracts with customers,

the Company contracts to provide distinct services for an established rate, such as the movement of an automobile from a port of entry

to a dealership. For any contracts with multiple performance obligations, the transaction price is allocated to each performance obligation

based on the relative standalone selling price of each distinct service in the contract. The relative standalone selling price of each

distinct service is generally observable as they are described in each contract. None of the Company’s contracts contain volume-based

discounts.

Contract assets relate to the Company’s

right to payments for performance completed to date under a contract. Accounts receivable are recorded when the right to payment becomes

unconditional.

Contract liabilities relate to payments

received in advance of performance under a contract. The Company has no contract liabilities at December 31, 2025 or 2024.

A summary of accounts receivable is as follows:

December 31,

January 1,

2025

2024

Accounts receivable, net

$ 25,241,990

$ 26,496,499

$ 27,700,424

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Revenue Recognition (Continued)

The following table presents disaggregated sales recognized

by geographic area:

For the Year Ended

December 31,

2025

2024

East

$ 126,109,762

$ 125,420,016

North

92,505,091

68,688,306

West

126,588,824

123,002,992

$ 345,203,677

$ 317,111,314

Variable Interest Entities

Hansen & Adkins consolidates the assets,

liabilities, and results of operations of variable interest entities (VIEs) for which it is the primary beneficiary. Hansen & Adkins

has determined that Royal is a VIE for which it is the primary beneficiary and, accordingly, has consolidated Royal in its financial statements

as of and for the years ended December 31, 2025 and 2024.

As a limited liability company (LLC), the

members of Royal are not personally liable for the debts, obligations, or liabilities of Royal. The liabilities of Royal consolidated

by Hansen & Adkins do not represent additional claims on Hansen & Adkins’ general assets; rather, they represent claims

against specific assets of Royal. Likewise, the assets of Royal consolidated by Hansen & Adkins do not represent additional assets

available to satisfy the claims against Hansen & Adkins’ general liabilities.

Income Taxes

The Company’s stockholders have elected

to be taxed as an S corporation for federal and state tax purposes and, as such, the income is taxed directly to the stockholders. There

is a 1.5% California franchise tax charged at the corporate level. The Company operates in other state tax jurisdictions that may not

recognize S corporation status, resulting in tax being assessed to the Company.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Income Taxes (Continued)

Income taxes are not provided for Royal,

since taxable earnings or losses of an LLC are reported by, and are the responsibility of, individual members.

The Company recognizes the effect of income

tax positions taken or expected to be taken in a tax return only if those positions are more likely than not of being sustained. Recognized

income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement

are reflected in the period in which the change in judgment occurs.

The Company’s income tax filings

are subject to audit by various taxing authorities. The Company’s open audit periods are generally three and four years for federal

and state tax filings, respectively.

Leasing Arrangements

The Company determines if an arrangement

contains a lease at inception based on whether the Company has the right to control the asset during the contract period and other facts

and circumstances.

The Company’s policy for determining

its lease discount rate used for measuring lease liabilities is to use the rate implicit in the lease whenever that rate is readily determinable.

If the rate implicit in the lease is not readily determinable, then the Company has elected to use the risk-free discount rate, as permitted

by U.S. GAAP, determined using a period comparable with that of the lease term.

The Company has elected a policy to account

for short-term leases, defined as any lease with a term less than 12 months, by recognizing all components of the lease payment in the

consolidated statements of operations in the period in which the obligation for the payments is incurred.

The Company has evaluated all lease arrangements

and determined that they’ve met the definition of short-term leases or are below its capitalization policy.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 1 – Summary of Significant Accounting Policies

(Continued)

Common Control Leasing Arrangements

Accounting Standards Update (ASU) 2023-01,

Leases, the updated guidance on common control leasing arrangements, permits a private company lessee (the reporting entity) to

elect an accounting alternative not to apply VIE guidance to a commonly controlled lessor entity if (a) the private company lessee and

the lessor entity are under common control, (b) the private company lessee has a lease arrangement with the lessor entity, (c) substantially

all of the activities between the private company lessee and the lessor entity are related to leasing activities (including supporting

leasing activities) between those two entities, and (d) if the private company lessee explicitly guarantees or provides collateral for

any obligation of the lessor entity related to the asset leased by the private company, and the principal amount of the obligation at

inception of such guarantee or collateral arrangement does not exceed the value of the asset leased by the private company from the lessor

entity. The Company has elected not to apply VIE guidance to Farquhar Investments, LLC (Farquhar), a commonly controlled lessor (see Note

8). The Company has determined that the leasing arrangement with Farquhar meets the established criteria in the updated guidance and falls

under its short-term lease policy election.

Insurance Financing Arrangements

The Company entered into various arrangements

to finance certain business insurance premiums, which require payments of up to $327,373 and expire at various dates through June 2026.

As of December 31, 2025 and 2024, amounts outstanding under these arrangements totaled $2,239,733 and $1,758,589, respectively, and are

included in accrued expenses on the consolidated balance sheets.

Reclassifications

Certain amounts related to the prior year

consolidated financial statements have been reclassified to conform to the current year consolidated financial statement presentation.

Subsequent Events

Management has evaluated subsequent events

from the date of the consolidated balance sheets through April 13, 2026, the date the consolidated financial statements were available

to be issued and determined there were no items to disclose.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 2 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

December 31,

2025

2024

Prepaid insurance

$ 2,505,319

$ 2,363,613

Other receivables

2,583,558

185,628

Prepaid licenses and registrations

758,663

970,338

Other

440,052

437,687

$ 6,287,592

$ 3,957,266

NOTE 3 – Notes Receivable

Notes receivable consist of the following:

December 31,

2025

2024

Related Parties

Noninterest-bearing notes receivable from Hansen & Adkins Canada, Ltd. (H&A Canada), a related entity that is owned by the owners of the Company, payable upon demand with repayment not expected in the near future

$ 2,512,919

$ 2,510,435

Note receivable from Farquhar, a related entity that is owned by the owners of the Company, payable in monthly installments of $27,306, including interest at 6.00%, maturing in June 2035

2,368,607

2,882,237

Interest-bearing notes receivable from a related entity that is owned by the owners of the Company, from the sale of equipment, due in monthly installments, including interest at 7.7%, with maturities at various dates through September 2027

552,112

835,864

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 3 – Notes Receivable (Continued)

December 31,

2025

2024

Other

Notes receivable from the sale of equipment, due in monthly installments, including interest at rates ranging from 7.5% to 8.0%, with maturities at various dates through September 2027

295,537

885,598

5,729,175

7,114,134

Less current portion

(908,327 )

(1,486,994 )

Noncurrent portion

$ 4,820,848

$ 5,627,140

NOTE 4 – Property and Equipment

Property and equipment consist of the following:

December 31,

2025

2024

Tractors and trailers

$ 118,436,225

$ 84,074,982

Computer equipment

1,795,372

1,672,447

Service cars and equipment

1,391,848

1,458,972

Office furniture

254,694

Buildings and leasehold improvements

794,769

591,851

122,672,908

88,052,946

Less accumulated depreciation and amortization

(70,773,010 )

(63,417,338 )

51,899,898

24,635,608

Land

205,698

$ 52,105,596

$ 24,841,306

Depreciation and amortization expense for the years ended December 31,

2025 and 2024 totaled $10,210,520 and $9,015,638, respectively.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 5 – Accrued Expenses

Accrued expenses consist of the following:

December 31,

2025

2024

Damage and accident claims

$ 14,232,367

$ 13,676,645

Workers’ compensation

2,045,473

4,439,971

Payroll and related liabilities

4,247,712

4,843,490

Insurance financing

2,239,733

1,758,589

Owner operators’ escrow

1,527,438

1,350,261

Health insurance

717,869

576,911

Other

158,467

223,022

$ 25,169,059

$ 26,868,889

NOTE 6 – Line of Credit

The Company entered into a line of credit

agreement with a bank whereby the Company may borrow up to $20 million. Outstanding balances under this agreement incur interest at the

Prime Rate. As of December 31, 2025, there were no amounts outstanding under this line of credit, and the Company had outstanding standby

letters of credit of approximately $5,300,000. The agreement contains certain restrictive covenants, required financial reporting, and

was secured by substantially all of the Company’s assets. The Company was in compliance with these covenants as of December 31,

2025. This credit agreement matures in August 2028.

The agreement allows for two term loans,

Term Loan A and Term Loan B, in addition to the line of credit. Term Loan A and Term Loan B are subject to restrictions and allow for

principal balances up to $6 million and $10 million, respectively. As of December 31, 2025, there was $3,300,000 outstanding under Term

Loan A and $8,075,000 outstanding under Term Loan B. The interest rates charged under each loan depend on certain criteria as determined

by the agreement.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 7 – Notes Payable

Notes payable consist of the following:

December 31,

2025

2024

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $28,824, including interest at 6.03%, with maturities at various dates through March 2030

$ 1,293,729

$ -

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $331,519, including interest at rates ranging from 6.37% to 7.59%, with maturities at various dates through May 2031

16,637,086

11,026,161

Note payable (Term Loan A) to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $100,000, including interest at 9.00%, maturing in December 2028

3,300,000

4,500,000

Note payable (Term Loan B) to a financial institution, secured by related equipment of the noncontrolling interest, including interest at 9.00%, and payable upon maturity in December 2028

8,075,000

5,500,000

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $165,205 including interest at rates ranging from 3.09% to 7.38%, with maturities at various dates through November 2030

5,308,207

6,937,571

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $277,409 including interest at rates ranging from 2.66% to 7.27%, with maturities at various dates through June 2031

11,264,394

2,835,264

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $50,807 including interest at rates ranging from 2.34% to 3.18%, with maturities at various dates through December 2025

421,322

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $117,150, including interest at rates ranging from 5.47% to 6.01%, with maturities at various dates through November 2031

6,956,394

145,902

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $171,248, including interest at rates ranging from 5.05% to 7.80%, with maturities at various dates through October 2031

9,491,330

895,299

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $14,248, including interest at rates ranging from 7.2% to 10.34%, with maturities at various dates through April 2030

570,491

435,251

Notes payable to a financial institution, secured by related vehicles, payable in monthly installments of $7,474, including interest at rates ranging from 1.9% to 10.99%, with maturities at various dates through December 2029

552,611

598,708

63,449,242

33,295,478

Less current portion

(13,121,577 )

(7,086,981 )

Noncurrent portion

$ 50,327,665

$ 26,208,497

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 7 – Notes Payable (Continued)

Future maturities of the notes payable

as of December 31, 2025 are as follows:

Year Ending December 31,

2026

$ 11,121,577

2027

11,432,068

2028

19,606,917

2029

10,565,468

2030

7,721,333

Thereafter

3,001,879

$ 63,449,242

NOTE 8 – Related-Party Transactions

Leasing Activities

The Company leases offices from

Farquhar, a related party by common ownership. The lease requires monthly rental payments totaling $103,210 and is on a written

month-to-month arrangement. Total related-party rental expense under this agreement was $1,238,519 and $1,326,365 for the years

ended December 31, 2025 and 2024, respectively.

Due from Stockholders

At December 31, 2025 and 2024, the Company

had advances outstanding from stockholders totaling $633,830 and $622,035, respectively. The amounts are noninterest bearing and repayment

terms have not been established.

Notes Receivable from Related

Parties

At December 31, 2025 and 2024, the Company

has notes receivable from related parties, as discussed in Note 3.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 9 – Commitments and Contingencies

Operating Leases

In addition to its related-party leases,

the Company also leases equipment and facilities under operating leases that the Company considers either to be short-term in nature or

below its established capitalization threshold. Rent expense for the years ended December 31, 2025 and 2024 totaled $4,478,704 and $3,431,032,

respectively.

Legal Proceedings

The Company may be subject to various legal

proceedings and claims arising in the ordinary course of its business. While the ultimate outcome of these matters is difficult to predict,

management recognizes any anticipated losses in excess of insurance limits as expense when they become both probable and reasonably estimable.

Management believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated

financial position or results of operations.

During the year ended December 31, 2024,

the Company settled two pending lawsuits. As a result, the Company accrued $8.6 million within accounts payable on the consolidated balance

sheets and recorded the corresponding expense within other income (expense) on the consolidated statements of operations. At December

31, 2025, $500,000 of the settlement is accrued within accounts payable on the consolidated balance sheets.

NOTE 10 – Employee Benefit Plan

The Company offers a defined contribution

employee benefit plan (the Plan) that includes a savings plan under Section 401(k) of the Internal Revenue Code. The Plan covers substantially

all employees who have completed three months of consecutive service and are at least 21 years of age. Employees may contribute up to

the maximum amount allowed by law, subject to certain Internal Revenue Service limitations. The Company makes a 25% matching contribution

on employee contributions to the Plan. The Company may also make annual discretionary profit-sharing contributions. Employees are immediately

vested in their contributions and are vested over a period of five years for employer contributions. During the years ended December 31,

2025 and 2024, the Company contributed $971,849 and $862,784, respectively, to the Plan.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL

STATEMENTS DECEMBER 31, 2025 AND 2024

NOTE 11 – Supplemental Disclosures of Cash Flow Information

Cash paid for interest was $3,728,335 and $1,902,632 for the

years ended December 31, 2025 and 2024, respectively.

Supplemental Schedule of Noncash Investing and Financing

Activities

During the years ended December 31, 2025 and 2024, the Company

sold equipment and vehicles for notes receivable totaling $41,343 and $277,000, respectively.

During the years ended December 31, 2025 and 2024, the Company

financed $37,073,711 and $17,292,123 of equipment and vehicle purchases, respectively.

INDEPENDENT AUDITORS’ REPORT

ON SUPPLEMENTARY FINANCIAL INFORMATION

To the Stockholders of

Hansen & Adkins, Inc. and subsidiaries:

We have audited the consolidated financial

statements of Hansen & Adkins, Inc. and its subsidiaries as of and for the years ended December 31, 2025 and 2024, and our report

thereon dated April 13, 2026, which expressed an unmodified opinion on those consolidated financial statements, appears on pages 1-2.

Our audits were conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The consolidating

financial statements on pages 23-27 are presented for purposes of additional analysis and are not a required part of the consolidated

financial statements. Such information is the responsibility of management and was derived from and relates directly to the underlying

accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing

procedures applied in the audits of the consolidated financial statements and certain additional procedures, including comparing and reconciling

such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the

consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted

in the United States of America. In our opinion, the information is fairly stated in all material respects in relation to the consolidated

financial statements as a whole.

/s/ Windes, Inc.

Long Beach, California

April 13, 2026

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET DECEMBER

31, 2025

ASSETS

H&A Auto

Transport

Logistics

Royal

Eliminations

Consolidated

CURRENT ASSETS

Cash and cash equivalents

$ 13,904,644

$ 1,903,955

$ 1,743,251

$ -

$ 17,551,850

Accounts receivable, net

21,865,693

3,376,297

25,241,990

Prepaid expenses and other current assets

3,945,096

2,342,496

6,287,592

Intercompany receivables

491,739

11,249,978

20,556,168

(32,297,885 )

Due from stockholders

633,830

Notes receivable, current portion

375,962

532,365

908,327

41,216,964

18,872,726

22,831,784

(32,297,885 )

50,623,589

PROPERTY AND EQUIPMENT, net

1,373,869

50,731,727

52,105,596

OTHER ASSETS

Note receivable, noncurrent portion

4,505,564

315,284

4,820,848

Deposits

313,644

260,686

574,330

4,819,208

575,970

5,395,178

TOTAL ASSETS

$ 47,410,041

$ 18,872,726

$ 74,139,481

$ (32,297,885 )

$ 108,124,363

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable

$ 5,534,501

$ 1,797,297

$ -

$ 7,331,798

Accrued expenses, current portion

15,977,155

276,832

16,253,987

Intercompany payables

31,806,146

482,203

9,536

(32,297,885 )

Notes payable, current portion

2,146,033

10,975,544

13,121,577

55,463,835

2,556,332

10,985,080

(32,297,885 )

36,707,362

NONCURRENT LIABILITIES

Accrued expenses, noncurrent portion

8,915,072

Notes payable, noncurrent portion

6,481,578

43,846,087

50,327,665

15,396,650

43,846,087

59,242,737

STOCKHOLDERS’ EQUITY

Common stock

120,000

Additional paid-in capital

20,915,648

Retained earnings (accumulated deficit)

(44,486,092 )

16,316,394

(28,169,698 )

Stockholders’ (deficit) equity attributable to Hansen & Adkins, Inc.

(23,450,444 )

16,316,394

(7,134,050 )

Noncontrolling interest

19,308,314

(23,450,444 )

16,316,394

19,308,314

12,174,264

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 47,410,041

$ 18,872,726

$ 74,139,481

$ (32,297,885 )

$ 108,124,363

See Independent Auditors’ Report on Supplementary Financial Information

on Page 20

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATING BALANCE SHEET DECEMBER

31, 2024

ASSETS

H&A Auto

Transport

Logistics

Royal

Eliminations

Consolidated

CURRENT ASSETS

Cash and cash equivalents

$ 14,375,405

$ 1,352,982

$ 2,922,411

$ -

$ 18,650,798

Accounts receivable, net

22,180,648

4,315,851

26,496,499

Prepaid expenses and other current assets

3,945,780

11,486

3,957,266

Intercompany receivables

845,120

10,118,075

18,322,139

(29,285,334 )

Due from stockholders

622,035

Notes receivable, current portion

650,225

836,769

1,486,994

42,619,213

15,798,394

22,081,319

(29,285,334 )

51,213,592

PROPERTY AND EQUIPMENT, net

1,333,192

23,508,114

24,841,306

OTHER ASSETS

Note receivable, noncurrent portion

4,742,447

884,693

5,627,140

Deposits

271,325

255,854

527,179

5,013,772

1,140,547

6,154,319

TOTAL ASSETS

$ 48,966,177

$ 15,798,394

$ 46,729,980

$ (29,285,334 )

$ 82,209,217

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

CURRENT LIABILITIES

Accounts payable

14,594,717

1,928,547

50,000

16,573,264

Accrued expenses, current portion

17,098,151

358,226

21,765

17,478,142

Intercompany payables

28,440,214

760,398

84,722

(29,285,334

)

Notes payable, current portion

124,492

6,962,489

7,086,981

60,257,574

3,047,171

7,118,976

(29,285,334

)

41,138,387

NONCURRENT LIABILITIES

Accrued expenses, noncurrent portion

9,390,747

Notes payable, noncurrent portion

5,974,216

20,234,281

26,208,497

15,364,963

20,234,281

35,599,244

STOCKHOLDERS’ EQUITY

Common stock

120,000

Additional paid-in capital

20,915,648

Retained earnings (accumulated deficit)

(47,692,008

)

12,751,223

(34,940,785

)

Stockholders’ (deficit) equity attributable to Hansen & Adkins, Inc.

(26,656,360

)

12,751,223

(13,905,137

)

Noncontrolling interest

19,376,723

(26,656,360

)

12,751,223

19,376,723

5,471,586

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

48,966,177

15,798,394

46,729,980

(29,285,334

)

82,209,217

See Independent Auditors’ Report on Supplementary Financial Information

on Page 20

HANSEN & ADKINS, INC.

AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2025

H&A Auto

Transport

Logistics

Royal

Eliminations

Consolidated

SALES

$ 315,826,959

$ 73,468,759

$ 11,716,900

$ (55,808,941 )

$ 345,203,677

COST OF SALES

278,593,192

65,882,274

9,950,310

(55,808,941 )

298,616,835

GROSS PROFIT

37,233,767

7,586,485

1,766,590

46,586,842

OPERATING EXPENSES

General and administrative expenses

36,522,811

2,909,489

9,117

39,441,417

Gain on sale of property and equipment

(32,138 )

(2,121,189 )

(2,153,327 )

36,490,673

2,909,489

(2,112,072 )

37,288,090

INCOME FROM OPERATIONS

743,094

4,676,996

3,878,662

9,298,752

OTHER INCOME (EXPENSE)

Other income (expense)

3,121,158

(1,126,956 )

(502,372 )

1,491,830

Interest expense

(991,428 )

(2,736,907 )

(3,728,335 )

Interest income

437,845

15,131

88,917

541,893

2,567,575

(1,111,825 )

(3,150,362 )

(1,694,612 )

INCOME BEFORE PROVISION FOR (BENEFIT FROM) STATE TAXES

3,310,669

3,565,171

728,300

7,604,140

PROVISION FOR (BENEFIT FROM) STATE TAXES

26,563

(281,047 )

(254,484 )

NET INCOME

$ 3,284,106

$ 3,565,171

$ 1,009,347

$ -

$ 7,858,624

See Independent Auditors’ Report on Supplementary Financial Information

on Page 20

HANSEN & ADKINS, INC.

AND SUBSIDIARIES

CONSOLIDATING STATEMENT

OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

H&A Auto

Transport

Logistics

Royal

Eliminations

Consolidated

SALES

$ 292,208,604

$ 60,091,480

$ 9,260,307

$ (44,449,077 )

$ 317,111,314

COST OF SALES

257,749,034

53,224,853

8,465,208

(44,449,077 )

274,990,018

GROSS PROFIT

34,459,570

6,866,627

795,099

42,121,296

OPERATING EXPENSES

General and administrative expenses

32,202,842

2,402,292

271,881

34,877,015

Loss (gain) on sale of equipment

57,978

(1,199,395 )

(1,141,417 )

32,260,820

2,402,292

(927,514 )

33,735,598

INCOME FROM OPERATIONS

2,198,750

4,464,335

1,722,613

8,385,698

OTHER INCOME (EXPENSE)

Other income (expense)

(10,133,570 )

(805,376 )

134,149

(10,804,797 )

Interest expense

(331,353 )

(1,571,279 )

(1,902,632 )

Interest income

481,720

32,738

196,251

710,709

(9,983,203 )

(772,638 )

(1,240,879 )

(11,996,720 )

INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM) STATE TAXES

(7,784,453 )

3,691,697

481,734

(3,611,022 )

PROVISION FOR (BENEFIT FROM) STATE TAXES

310,733

(11,844 )

298,889

NET INCOME (LOSS)

$ (8,095,186 )

$ 3,691,697

$ 493,578

$ -

$ (3,909,911 )

See Independent Auditors’ Report on Supplementary Financial Information

on Page 20

HANSEN & ADKINS, INC.

AND SUBSIDIARIES

CONSOLIDATING STATEMENTS OF CHANGES

IN STOCKHOLDERS’ EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

Stockholders’

Retained Earnings

Equity (Deficit)

Common Stock

Additional Paid-In Capital

(Accumulated Deficit)

Attributed to

H&A Auto

Hansen &

Transport

Logistics

Consolidated

Transport

Logistics

Consolidated

Transport

Logistics

Consolidated

Adkins, Inc.

Royal

Total

BALANCE AT JANUARY 1, 2024

$ 120,000

$ -

$ 120,000

$ 20,915,648

$ -

$ 20,915,648

$ (32,862,710 )

$ 9,059,526

$ (23,803,184 )

$ (2,767,536 )

$ 21,390,243

$ 18,622,707

DISTRIBUTIONS TO STOCKHOLDERS

(6,734,112 )

(2,507,098 )

(9,241,210 )

NET INCOME (LOSS)

(8,095,186 )

3,691,697

(4,403,489 )

493,578

(3,909,911 )

BALANCE AT DECEMBER 31, 2024

120,000

20,915,648

(47,692,008 )

12,751,223

(34,940,785 )

(13,905,137 )

19,376,723

5,471,586

DISTRIBUTIONS TO STOCKHOLDERS

(78,190 )

(1,077,756 )

(1,155,946 )

NET INCOME

3,284,106

3,565,171

6,849,277

1,009,347

7,858,624

BALANCE AT DECEMBER 31, 2025

$ 120,000

$ -

$ 120,000

$ 20,915,648

$ -

$ 20,915,648

$ (44,486,092 )

$ 16,316,394

$ (28,169,698 )

$ (7,134,050 )

$ 19,308,314

$ 12,174,264

See Independent Auditors’

Report on Supplementary Financial Information on Page 20

EX-99.4 — UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS OF HANSEN & ADKINS, INC. AND SUBSIDIARIES AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

EX-99.4

Filename: ea030936701ex99-4.htm · Sequence: 5

Exhibit 99.4

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

JUNE 30, 2026

TABLE OF CONTENTS

Independent Accountants’ Review Report

Consolidated Balance Sheets (Unaudited)

Consolidated Statements of Income (Unaudited)

Consolidated Statements of Changes in

Stockholders’ Equity (Unaudited)

Consolidated Statements of Cash Flows (Unaudited)

Notes to the Consolidated Financial

Statements (Unaudited)

6-18

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

To the Stockholders of

Hansen & Adkins, Inc. and subsidiaries:

We have reviewed the accompanying consolidated

financial statements of Hansen & Adkins, Inc. and subsidiaries (collectively, the Company), which comprise the consolidated balance

sheets as of June 30, 2026 and December 31, 2025, and the related consolidated statements of income, changes in stockholders’ equity,

and cash flows for the six-month periods ended June 30, 2026 and 2025, and the related notes to the consolidated financial statements.

A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management.

A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the consolidated

financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Consolidated

Financial Statements

Management is responsible for the preparation

and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United

States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair

presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error.

Accountants’ Responsibility

Our responsibility is to conduct the review engagement

in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee

of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware

of any material modifications that should be made to the consolidated financial statements for them to be in accordance with accounting

principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis

for our conclusion.

We are required to be independent of the Company

and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements related to our review.

Accountants’ Conclusion

Based on our review, we are not aware of any

material modifications that should be made to the accompanying financial statements in order for them to be in accordance with accounting

principles generally accepted in the United States of America.

/s/ Windes, Inc.

Long Beach, California

October 23, 2026

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE

SHEETS

(Unaudited)

June 30,

December 31,

2026

2025

ASSETS

CURRENT ASSETS

Cash and cash equivalents (variable interest entity restricted: $862,563 - 2026; $1,743,251 - 2025)

$ 15,246,663

$ 17,551,850

Accounts receivable, net of allowance for credit losses of $705,077 - 2026; $654,890 - 2025

28,811,492

25,241,990

Prepaid expenses and other current assets

6,530,826

6,287,592

Due from stockholders

634,240

633,830

Notes receivable, current portion (variable interest entity restricted: $444,553 - 2026; $532,365 - 2025)

899,076

908,327

52,122,297

50,623,589

PROPERTY AND EQUIPMENT,

net (variable interest entity restricted: $55,005,224 - 2026; $50,731,727 - 2025)

56,337,113

52,105,596

OTHER ASSETS

Notes receivable, noncurrent portion (variable interest entity restricted: $196,849 - 2026; $315,284 - 2025)

4,799,221

4,820,848

Deposits

1,542,453

574,330

6,341,674

5,395,178

TOTAL ASSETS

$ 114,801,084

$ 108,124,363

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES

Accounts payable

$ 7,851,067

$ 7,331,798

Accrued expenses, current portion

18,451,552

16,253,987

Notes payable, current portion (variable interest entity nonrecourse: $12,409,943 - 2026; $10,975,544 - 2025)

14,561,749

13,121,577

40,864,368

36,707,362

NONCURRENT LIABILITIES

Accrued expenses, noncurrent portion

8,777,637

8,915,072

Notes payable, noncurrent portion (variable interest entity nonrecourse: $46,479,093 - 2026; $43,846,087 - 2025)

51,804,487

50,327,665

60,582,124

59,242,737

COMMITMENTS AND CONTINGENCIES (Notes

1, 8, and 9)

STOCKHOLDERS’ EQUITY

Common stock, no par value; 1,000 shares authorized, issued, and outstanding

120,000

Additional paid-in capital

20,915,648

Accumulated deficit

(26,571,042 )

(28,169,698 )

Stockholders’ deficit attributable to Hansen & Adkins, Inc.

(5,535,394 )

(7,134,050 )

Noncontrolling interest

18,889,986

19,308,314

Total Stockholders’ Equity

13,354,592

12,174,264

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

$ 114,801,084

$ 108,124,363

See Independent Accountants’ Review Report

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

For the Six-Month Period Ended

June 30,

2026

2025

REVENUE

Vehicle transportation and related services

$ 148,583,132

$ 161,434,760

Fuel surcharges

11,800,712

8,280,503

160,383,844

169,715,263

COST OF REVENUE

140,627,114

144,872,756

GROSS PROFIT

19,756,730

24,842,507

OPERATING EXPENSES

General and administrative expenses

18,710,304

20,244,064

Gain on sale of property and equipment

(1,675,405 )

(542,076 )

17,034,899

19,701,988

INCOME FROM OPERATIONS

2,721,831

5,140,519

OTHER INCOME (EXPENSE)

Other income

1,607,209

826,238

Interest expense

(2,173,830 )

(1,644,932 )

Interest income

215,008

255,644

(351,613 )

(563,050 )

INCOME BEFORE PROVISION FOR

STATE FRANCHISE TAXES

2,370,218

4,577,469

PROVISION FOR STATE FRANCHISE TAXES

291,179

321,797

NET INCOME

2,079,039

4,255,672

LESS: INCOME ATTRIBUTABLE TO

NONCONTROLLING INTEREST

361,176

683,861

NET INCOME ATTRIBUTABLE TO

HANSEN & ADKINS, INC.

$ 1,717,863

$ 3,571,811

See Independent Accountants’ Review Report

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC. AND

SUBSIDIARIES

CONSOLIDATED STATEMENTS OF

CHANGES IN STOCKHOLDERS’ EQUITY FOR THE SIX-MONTH PERIODS ENDED JUNE 30, 2026 AND 2025

(Unaudited)

Stockholders’

Deficit

Additional

Attributable to

Total

Common

Paid-In

Accumulated

Hansen &

Noncontrolling

Stockholders’

Stock

Capital

Deficit

Adkins, Inc.

Interest

Equity

BALANCE AT JANUARY 1, 2026

$ 120,000

$ 20,915,648

$ (28,169,698 )

$ (7,134,050 )

$ 19,308,314

$ 12,174,264

DISTRIBUTIONS TO STOCKHOLDERS AND MEMBERS

(119,207 )

(779,504 )

(898,711 )

NET INCOME

1,717,863

361,176

2,079,039

BALANCE AT JUNE 30, 2026

$ 120,000

$ 20,915,648

$ (26,571,042 )

$ (5,535,394 )

$ 18,889,986

$ 13,354,592

BALANCE AT JANUARY 1, 2025

$ 120,000

$ 20,915,648

$ (34,940,785 )

$ (13,905,137 )

$ 19,376,723

$ 5,471,586

DISTRIBUTIONS TO STOCKHOLDERS AND MEMBERS

(42,004 )

(177,810 )

(219,814 )

NET INCOME

3,571,811

683,861

4,255,672

BALANCE AT JUNE 30, 2025

$ 120,000

$ 20,915,648

$ (31,410,978 )

$ (10,375,330 )

$ 19,882,774

$ 9,507,444

See Independent Accountants’ Review Report

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

For the Six-Month Period Ended

June 30,

2026

2025

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$ 2,079,039

$ 4,255,672

Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

5,884,237

4,409,985

Gain on sale of property and equipment

(1,675,405 )

(542,076 )

Changes in operating assets and liabilities:

Accounts receivable

(3,569,502 )

(6,518,714 )

Prepaid expenses and other current assets

(243,234 )

(3,349,504 )

Deposits

(968,123 )

17,618

Accounts payable and accrued expenses

2,579,399

(1,484,881 )

Net Cash Provided By (Used In) Operating Activities

4,086,411

(3,211,900 )

CASH FLOWS FROM INVESTING ACTIVITIES

Repayments on notes receivable

30,878

542,116

Advances to stockholders

(410 )

(10,762 )

Purchases of property and equipment

(278,658 )

(310,633 )

Proceeds from sale of property and equipment

1,702,361

646,764

Net Cash Provided By Investing Activities

1,454,171

867,485

CASH FLOWS FROM FINANCING ACTIVITIES

Repayments on notes payable

(6,947,058 )

(4,339,701 )

Borrowings of notes payable

3,575,000

Members’ distributions

(779,504 )

(177,810 )

Stockholders’ distributions

(119,207 )

(42,004 )

Net Cash Used In Financing Activities

(7,845,769 )

(984,515 )

NET CHANGE IN CASH AND CASH EQUIVALENTS

(2,305,187 )

(3,328,930 )

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

17,551,850

18,650,798

CASH AND CASH EQUIVALENTS, END OF PERIOD

$ 15,246,663

$ 15,321,868

See Independent Accountants’ Review Report

The accompanying notes are an integral part

of these consolidated financial statements.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies

Nature of Business

Hansen & Adkins, Inc. (Hansen & Adkins)

was formed in April 1994 to provide vehicle transportation and related services throughout the United States.

Basis of Accounting

The accompanying consolidated financial statements

have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States

of America (U.S. GAAP).

Consolidation of Subsidiaries

These consolidated financial statements include

the accounts of Hansen & Adkins, its wholly owned subsidiaries, Hansen & Adkins Auto Transport, Inc. (H&A Auto Transport)

and Hansen & Adkins Auto Logistics, Inc. (H&A Auto Logistics), and Royal Truck Leasing, LLC (Royal), a variable interest entity

(collectively, the Company). All significant intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates and Assumptions

The preparation of the consolidated financial

statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets

and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenue and expenses. Significant items

subject to such estimates and assumptions include valuation of accounts receivable, the useful lives of property and equipment, accrued

expenses, including damage claims, and accrued workers’ compensation. Actual results could differ from those estimates.

Cash and Cash Equivalents

For the purposes of the consolidated balance sheets

and consolidated statements of cash flows, the Company considers cash on hand and all highly liquid debt instruments purchased with original

maturities of three months or less to be cash and cash equivalents.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Accounts Receivable

Accounts receivable are stated at the amount management

expects to collect from outstanding balances at year-end. The Company extends credit to its customers in the ordinary course of business

and mitigates related credit risk by actively pursuing past due accounts. The Company measures expected credit losses on a collective

basis when similar characteristics exist using historical experience, current economic conditions, credit ratings, and other relevant

factors in its credit estimation process and provides for probable uncollectible amounts through a charge to earnings and a credit to

an allowance for credit losses based on its assessment.

Balances that are still outstanding after management

has made reasonable collection efforts are written off through a charge to the allowance for credit losses and a credit to accounts receivable.

The Company maintained an allowance for credit losses of $705,077 as of June 30, 2026 and $654,890 as of December 31, 2025. The Company

recognized credit loss expenses of $113,000 and $910,000 during the six-month periods ended June 30, 2026 and 2025, respectively.

Management has elected the practical expedient

to assume that current conditions as of June 30, 2026 remain unchanged for the remaining life of accounts receivable. Management has

also elected the accounting policy to consider subsequent collection activity through October 23, 2026 when estimating expected credit losses.

Accounts receivable collected prior to that date are excluded from the allowance for credit losses.

Concentration of Business and Credit Risk

The Company maintains its cash and cash equivalents

at major financial institutions in deposit accounts insured by the Federal Deposit Insurance Corporation. At times, amounts may exceed

federally insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant

credit risk.

The Company’s business is concentrated in

the transportation of automobiles and related services; accordingly, its performance may be affected by industry trends.

Four and three customers accounted for approximately

68.7% and 53.4% of total revenue for the six-month periods ended June 30, 2026 and 2025, respectively. Four and three customers represented

approximately 72.9% and 50.0% of total accounts receivable at June 30, 2026 and December 31, 2025, respectively.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Property and Equipment

Property and equipment items are stated at cost.

Depreciation is computed on a straight-line basis over the estimated useful lives of the related assets, which range from three to seven

years. Leasehold improvements are amortized using the straight-line method over the shorter of their estimated useful lives or the lease

term. Expenditures for maintenance and repairs are expensed as incurred, and expenditures that increase the value or productive capacity

of assets are capitalized. When property and equipment are retired, sold, or otherwise disposed of, the asset’s carrying amount and related

accumulated depreciation are removed from the accounts and any gain or loss is reflected in the consolidated statements of income.

Impairment of Long-Lived Assets

Long-lived assets, such as property and equipment,

are reviewed for impairment whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. Recoverability

of assets is measured by comparison of the carrying amount of the asset to the net undiscounted future cash flows expected to be generated

from the asset. If the future undiscounted cash flows are not sufficient to recover the carrying value of the asset, the asset’s

carrying value is adjusted to fair value. To date, no impairment has been recorded.

Fair Value of Financial Instruments

Financial instruments primarily consist of accounts

receivable, accounts payable, accrued expenses, and notes payable. The fair values of accounts receivable, accounts payable, and accrued

expenses approximate their carrying amounts due to their short-term maturities. The carrying amounts of substantially all of the Company’s

outstanding notes payable approximate fair value because their interest rates are based on variable reference rates or rates approximating

those currently available to the Company for debt with similar terms.

Accrued Workers’ Compensation

The Company carries insurance policies to cover

various risks, primarily general liability and workers’ compensation, under which the Company is liable to reimburse the insurance

carrier for a portion of each claim paid. The Company is self-insured for the first $250,000 of each workers’ compensation claim.

The Company has accrued a liability for all known claims, as well as those that are incurred but not reported.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Revenue Recognition

The Company derives its revenue primarily from

vehicle transportation and related services.

Revenue from contracts with customers is recognized

over time as services are performed, as control is continuously transferred to the customer and the customer simultaneously receives and

consumes the benefits of the services. Revenue is measured as the amount of total consideration the Company expects to receive in exchange

for providing services.

A performance obligation is a promise in a contract

to transfer a distinct good or service to the customer and is defined as the unit of account. For all contracts with customers, the Company

contracts to provide distinct services for an established rate, such as transporting an automobile from a port of entry to a dealership.

For contracts with multiple performance obligations, the transaction price is allocated to each performance obligation based on the relative

standalone selling price of each distinct service. The relative standalone selling price of each distinct service is generally observable

based on the terms of the contract. None of the Company’s contracts contain volume-based discounts.

The Company has a fuel surcharge revenue program

in place with the majority of customers to recover the majority of fuel costs.

Contract assets relate to the Company’s

right to payment for performance completed to date under a contract. Accounts receivable are recorded when the right to payment becomes

unconditional.

Contract liabilities relate to payment received

in advance of performance under a contract. The Company has no contract liabilities at June 30, 2026 and December 31, 2025.

A summary of accounts receivable is as follows:

June 30,

January 1,

2026

2025

2026

2025

Accounts receivable, net

$ 28,811,492

$ 33,015,213

$ 25,241,990

$ 26,496,499

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Revenue Recognition (Continued)

The following table presents disaggregated revenue

recognized by geographic area:

For the Six-Month Period Ended

June 30,

2026

2025

North

$ 61,292,338

$ 59,888,407

South

99,091,506

109,826,856

$ 160,383,844

$ 169,715,263

Variable Interest Entities

Hansen & Adkins consolidates the assets, liabilities,

and results of operations of variable interest entities (VIEs) for which it is the primary beneficiary. Hansen & Adkins has determined

that Royal is a VIE for which it is the primary beneficiary and, accordingly, has consolidated Royal in its financial statements as of

and for the six-month periods ended June 30, 2026 and 2025.

As a limited liability company (LLC), the members

of Royal are not personally liable for the debts, obligations, or liabilities of Royal. The liabilities of Royal consolidated by Hansen

& Adkins do not represent additional claims on Hansen & Adkins’ general assets; rather, they represent claims against specific

assets of Royal. Likewise, the assets of Royal consolidated by Hansen & Adkins do not represent additional assets available to satisfy

claims against Hansen & Adkins’ general liabilities.

Income Taxes

The Company’s stockholders have elected

to be taxed as an S corporation for federal and state tax purposes and, as such, the income is taxed directly to the stockholders. There

is a 1.5% California franchise tax charged at the corporate level. The Company operates in other state tax jurisdictions that may not

recognize S corporation status, resulting in tax being assessed to the Company.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Income Taxes (Continued)

Income taxes are not provided for Royal because,

as an LLC, its taxable earnings or losses are reported by, and are the responsibility of, its individual members.

The Company recognizes the effect of income tax

positions taken or expected to be taken in a tax return only if those positions are more likely than not to be sustained. Recognized income

tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement

are reflected in the period in which the change in judgment occurs.

The Company’s income tax filings are subject

to audit by various taxing authorities. The Company’s open audit periods are generally three and four years for federal and state

tax filings, respectively.

Lease Arrangements

The Company determines if an arrangement contains

a lease at inception based on whether the Company has the right to control the asset during the contract period and other facts and circumstances.

The Company’s policy for determining its

lease discount rate used for measuring lease liabilities is to use the rate implicit in the lease whenever that rate is readily determinable.

If the rate implicit in the lease is not readily determinable, then the Company has elected to use the risk-free discount rate, as permitted

by U.S. GAAP, determined using a period comparable with that of the lease term.

The Company has elected a policy to account for

short-term leases, defined as any lease with a term of 12 months or less, by recognizing all components of the lease payment in the consolidated

statements of income in the period in which the obligation for payment is incurred.

The Company has evaluated all of its lease arrangements

and determined that they meet the definition of short-term leases or are below its capitalization policy.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting Policies (Continued)

Common Control Leasing Arrangements

The Company leases office facilities from Farquhar

Investments, LLC (Farquhar), an entity under common control with the Company (see Note 8). The Company has elected the private-company

accounting alternative under ASC 810 not to apply the VIE guidance to legal entities under common control that meet the applicable scope

criteria. The election is applied to all current and future legal entities under common control that qualify for the alternative. Accordingly,

the Company has not applied the variable interest entity guidance to Farquhar. The Company’s involvement with Farquhar includes

the month-to-month leasing arrangement and the related note receivable described in Note 3. The lease is accounted for under the Company’s

short-term lease policy election.

Insurance Financing Arrangements

The Company entered into various arrangements

to finance certain business insurance premiums, which require payments of up to $316,994 and expire at various dates through June 2027.

As of June 30, 2026 and December 31, 2025, amounts outstanding under these arrangements totaled $4,716,464 and $2,239,733, respectively,

and are included in accrued expenses on the consolidated balance sheets.

Subsequent Events

Management has evaluated subsequent events from

the date of the consolidated balance sheets through October 23, 2026, the date the consolidated financial statements were available to be

issued.

On August 10, 2026, the Company entered into a

definitive equity purchase agreement to be acquired by Proficient Auto Logistics, Inc. (NASDAQ: PAL). The transaction formally closed

on August 14, 2026. Under the terms of the agreement, the upfront purchase price was approximately $130 million, which consisted of approximately

$52 million in cash, $3 million in Proficient common stock, and the assumption of approximately $75 million in debt.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 1 – Summary of Significant Accounting

Policies (Continued)

Subsequent Events (Continued)

Additionally, the agreement includes a contingent

earnout provision under which the Company’s former owners may receive up to approximately $22.1 million in additional consideration.

The earnout is payable primarily in cash, with up to $2 million in Proficient common stock, contingent upon the achievement of specific

near-term EBITDA targets. As a result of this transaction, the Company operates as a wholly owned subsidiary of Proficient Auto Logistics,

Inc.

NOTE 2 – Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following:

June 30,

December 31,

2026

2025

Prepaid insurance

$ 4,722,369

$ 2,505,319

Other receivables

414,634

2,583,558

Prepaid licenses and registrations

1,076,629

758,663

Other

317,194

440,052

$ 6,530,826

$ 6,287,592

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 3 – Notes Receivable

Notes receivable consist of the following:

June 30,

December 31,

2026

2025

Related Parties

$ 2,512,919

Note receivable from Farquhar, a related entity that is owned by the owners of the Company, payable in monthly installments of $27,306, including interest at 6.00%, maturing in June 2035

2,543,976

2,368,607

Notes receivable from a related entity that is owned by the owners of the Company, from the sale of equipment, payable in monthly installments, including interest at 7.7%, with maturities at various dates through September 2027

401,860

552,112

Other

Notes receivable from the sale of equipment, payable in monthly installments, including interest at rates ranging from 7.5% to 8.0%, with maturities at various dates through September 2027

239,542

295,537

5,698,297

5,729,175

Less current portion

(899,076 )

(908,327 )

Noncurrent portion

$ 4,799,221

$ 4,820,848

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 4 – Property and Equipment

Property and equipment consist of the following:

June 30,

December 31,

2026

2025

Tractors and trailers

$ 125,754,394

$ 118,436,225

Computer equipment

1,893,104

1,795,372

Service cars and equipment

1,154,852

1,391,848

Office furniture

254,694

Buildings and leasehold improvements

794,769

129,851,813

122,672,908

Less accumulated depreciation and amortization

(73,720,398 )

(70,773,010 )

56,131,415

51,899,898

Land

205,698

$ 56,337,113

$ 52,105,596

Depreciation and amortization expense for the six-month periods ended

June 30, 2026 and 2025 totaled $5,884,237 and $4,409,985, respectively.

NOTE 5 – Accrued Expenses

Accrued expenses consist of the following:

June 30,

December 31,

2026

2025

Damage and accident claims

$ 12,657,623

$ 14,232,367

Workers’ compensation

2,003,763

2,045,473

Payroll and related liabilities

5,613,948

4,247,712

Insurance financing

4,716,464

2,239,733

Owner operators’ escrow

1,374,493

1,527,438

Health insurance

696,265

717,869

Other

166,633

158,467

$ 27,229,189

$ 25,169,059

NOTE 6 – Line of Credit

The Company entered into a line of credit agreement

with a bank for borrowings of up to $20 million. Outstanding balances under this agreement bear interest at the Prime Rate. As of June

30, 2026 and December 31, 2025, there were no amounts outstanding under the line of credit; however, the Company had outstanding standby

letters of credit of approximately $5,300,000. The agreement contains certain restrictive covenants and financial reporting requirements

and was secured by substantially all of the Company’s assets. The Company was in compliance with these covenants as of June 30,

2026. This credit agreement matures in August 2028.

The agreement provides for two term loans, Term

Loan A and Term Loan B, in addition to the line of credit, with maximum principal amounts of $6 million and $10 million, respectively.

As of June 30, 2026, no amounts were outstanding under Term Loan A, while $7,075,000 was outstanding under Term Loan B. Interest rates

on the term loans are determined based on criteria specified in the agreement.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 7 – Notes Payable

Notes payable consist of the following:

June 30,

December 31,

2026

2025

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,741 to $61,539, including interest between 5.05% to 7.80%, with maturities at various dates through March 2032

$ 11,309,996

$ 9,491,330

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments between $2,412 to $86,771, including interest at rates ranging from 2.66% to 7.27%, with maturities at various dates through June 2031

9,923,222

11,264,394

Note payable (Term Loan B) to a financial institution, secured by substantially all assets of the Company, payable in monthly installments of $166,667 plus interest at 7.50%, and payable upon maturity in January 2030

7,075,000

8,075,000

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $12,310 to $100,000, including interest at rates ranging from 6.37% to 9.00%, with maturities at various dates through May 2031

17,886,687

19,937,086

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $7,353 to $38,291, including interest at rates ranging from 5.47% to 6.01%, with maturities at various dates through March 2032

9,047,308

6,956,394

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,046 to $4,832, including interest at rates ranging from 7.20% to 10.34%, with maturities at various dates through April 2030

506,831

570,491

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $28,824 to $37,195, including interest at rates ranging from 5.89% to 6.03%, with maturities at various dates through June 2032

3,408,433

1,293,729

Notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments of $36,649, including interest at a rate of 5.87%, with a maturity date in May 2032

2,193,651

Various notes payable to a financial institution, secured by related equipment of the noncontrolling interest, payable in monthly installments ranging from $2,168 to $32,485, including interest at rates ranging from 3.09% to 7.38%, with maturities at various dates through November 2030

4,612,908

5,308,207

Various notes payable, secured by related equipment, payable in monthly installments ranging from $769 to $2,854, including interest at rates ranging from 2.90% to 10.99%, with maturities at various dates through December 2029

402,200

552,611

66,366,236

63,449,242

Less current portion

(14,561,749 )

(13,121,577 )

Noncurrent portion

$ 51,804,487

$ 50,327,665

Future maturities of the notes payable as of June 30, 2026 are as follows:

Year Ending

June 30,

2027

$ 14,561,749

2028

15,163,163

2029

14,592,635

2030

12,504,137

2031

7,178,201

Thereafter

2,366,351

$ 66,366,236

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 8 – Related-Party Transactions

Leasing Activities

The Company leases offices from Farquhar, a related

party under common ownership, pursuant to a written month-to-month arrangement requiring monthly rental payments of $103,210. Related-party

rental expense under this agreement was approximately $620,000 for the six-month periods ended June 30, 2026 and 2025.

Due from Stockholders

At June 30, 2026 and December 31, 2025, the Company

has outstanding advances to stockholders totaling $634,240 and $633,830, respectively. The advances are noninterest-bearing, and repayment

terms have not been established.

Notes Receivable from Related Parties

At June 30, 2026 and December 31, 2025, the Company

has outstanding notes receivable from related parties (see Note 3).

NOTE 9 – Commitments and Contingencies

Operating Leases

In addition to its related-party leases, the Company

also leases equipment and facilities under operating leases that are short-term in nature. Rental expense for the six-month periods ended

June 30, 2026 and 2025 totaled $1,917,505 and $2,536,340, respectively.

Legal Proceedings

The Company may be subject to various legal proceedings

and claims arising in the ordinary course of its business. While the ultimate outcome of these matters is difficult to predict, management

recognizes any anticipated losses in excess of insurance limits as expense when they become both probable and reasonably estimable. Management

believes that the ultimate resolution of these matters will not have a material adverse effect on the Company’s consolidated financial

position or results of operations.

HANSEN & ADKINS, INC. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2026

NOTE 10 – Employee Benefit Plan

The Company offers a defined contribution employee

benefit plan (the Plan) that includes a savings plan under Section 401(k) of the Internal Revenue Code. The Plan covers substantially

all employees who have completed three months of consecutive service and are at least 21 years of age. Employees may contribute up to

the maximum amount allowed by law, subject to certain Internal Revenue Service limitations. The Company makes a 25% matching contribution

on employee contributions to the Plan and may also make discretionary profit-sharing contributions. Employees are immediately vested in

their contributions and are vested over a period of five years for employer contributions. For the six-month periods ended June 30, 2026

and 2025, the Company contributed $554,211 and $466,444, respectively, to the Plan.

NOTE 11 – Supplemental Disclosures of

Cash Flow Information

Cash paid for interest was $2,173,830

and $1,644,932 for the six-month periods ended June 30, 2026 and 2025, respectively.

Cash paid for state franchise taxes was $291,179

and $321,797 for the six-month periods ended June 30, 2026 and 2025, respectively.

Supplemental Schedule of Noncash Investing

and Financing Activities

For the six-month periods ended June 30, 2026

and 2025, the Company sold equipment and vehicles in exchange for notes receivable totaling $110,000 and $64,859, respectively.

For the six-month periods ended June 30, 2026

and 2025, the Company financed $9,864,052 and $20,445,909 of equipment and vehicle purchases, respectively.

EX-99.5 — AUDITED FINANCIAL STATEMENTS OF MCL MCGILL CARRIERS LTD. AS OF AND FOR THE YEARS ENDED DECEMBER 31, 2025 AND 2024

EX-99.5

Filename: ea030936701ex99-5.htm · Sequence: 6

Exhibit 99.5

MCL McGill Carriers Ltd.

Financial Statements and Report of Independent

Certified Public

Accountants for the Years ended December 31, 2025 and 2024

TABLE OF CONTENTS

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

1-2

FINANCIAL STATEMENTS

Balance Sheets

Statements of Operations and Comprehensive Income

Statements of Changes in Stockholders’ Equity

Statements of Cash Flows

Notes to the Financial Statements

7-13

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors

MCL McGill Carriers Ltd.

Opinion

We have audited the financial statements of MCL

McGill Carriers Ltd. (a British Columbia corporation) (the “Company”), which comprise the balance sheets as of December 31,

2025 and 2024, and the related statements of operations and comprehensive income, changes in stockholders’ equity, and cash flows

for the years then ended, and the related notes to the financial statements.

In our opinion, the accompanying financial statements present fairly,

in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and

its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

Basis for opinion

We conducted our audits of the financial statements

in accordance with auditing standards generally accepted in the United States of America (US GAAS). Our responsibilities under those standards

are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are

required to be independent of the Company and to meet our other ethical responsibilities in accordance with the relevant ethical requirements

relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Responsibilities of management for the financial statements

Management is responsible for the preparation and fair presentation

of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design,

implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is required to evaluate

whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company’s ability to

continue as a going concern for one year after the date the financial statements are available to be issued.

Auditor’s responsibilities for the audit of the financial

statements

Our objectives are to obtain reasonable assurance about whether the

financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report

that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee

that an audit conducted in accordance with US GAAS will always detect a material misstatement when it exists. The risk of not detecting

a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional

omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood

that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements.

In performing an audit in accordance with US GAAS, we:

● Exercise professional judgment and maintain professional

skepticism throughout the audit.

● Identify and assess the risks of material misstatement of

the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures

include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

● Obtain an understanding of internal control relevant to the

audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion

on the effectiveness of the Company’s internal control. Accordingly, no such opinion is expressed.

● Evaluate the appropriateness of accounting policies used

and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial

statements.

● Conclude whether, in our judgment, there are conditions or

events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern for

a reasonable period of time.

We are required to communicate with those charged with governance regarding,

among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters

that we identified during the audit.

/s/ GRANT THORNTON LLP

Tulsa, Oklahoma

October 23, 2026

MCL McGill Carriers Ltd.

Balance Sheets as of December 31, 2025 and 2024

December 31,

2025

December 31,

2024

ASSETS

Current assets:

Cash

$ 2,465,050

$ 2,462,438

Accounts receivable, net

3,718,535

3,592,892

Prepaid expenses

462,181

143,949

Income tax receivable

82,350

Other assets

28,524

Total current assets

6,645,766

6,310,153

Non-current assets:

Property and equipment, net

9,977,474

10,648,215

Right-of-use asset, net

1,243,871

1,526,145

Total assets

$ 17,867,111

$ 18,484,513

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 2,096,589

$ 2,045,228

Accrued liabilities

1,445,956

1,783,387

Income taxes payable

143,950

Long-term debt, current

2,343,836

1,852,456

Operating lease liabilities, current

431,654

359,810

Finance lease liabilities, current

104,817

85,407

Total current liabilities

6,566,802

6,126,288

Non-current liabilities:

Long-term debt

4,825,063

6,473,426

Operating lease liabilities

704,802

1,035,262

Finance lease liabilities

140,698

195,798

Deferred income taxes

1,562,152

1,520,000

Total liabilities

13,799,517

15,350,774

Commitments and contingencies (Note 8)

Stockholders’ equity:

Common stock

Accumulated other comprehensive loss

(26,597 )

(191,378 )

Retained earnings

4,094,190

3,325,116

Total stockholders’ equity

4,067,594

3,133,739

Total liabilities and stockholders’ equity

$ 17,867,111

$ 18,484,513

The accompanying notes to the financial statements

are an integral part of these statements.

MCL McGill Carriers Ltd.

Statements of Operations and Comprehensive Income

for the years ended December 31, 2025 and 2024

December 31,

2025

December 31,

2024

Operating revenue

Transportation revenue

$ 42,499,397

$ 40,450,519

Fuel revenue

6,885,792

7,137,090

Total operating revenue

49,385,189

47,587,609

Operating expenses

Salaries & wages

10,380,196

11,257,224

Fuel & fuel taxes

4,449,199

4,834,961

Purchased transportation

20,361,119

17,951,930

Truck expenses

6,437,029

7,051,162

Depreciation & amortization

2,097,296

1,928,986

Gain on sale of equipment

(26,540 )

(90,509 )

Insurance & claims

2,047,129

2,153,837

General & administrative

1,352,286

1,580,688

Total operating expenses

47,097,714

46,668,279

Operating income

2,287,475

919,330

Other income and (expense)

Interest expense

(566,017 )

(515,061 )

Other expense, net

(25,874 )

(28,224 )

Foreign exchange gain (loss)

1,825

(74,796 )

Total other expense, net

(590,066 )

(618,081 )

Income before income taxes

1,697,409

301,249

Income tax expense

427,104

78,094

Net income

1,270,305

223,155

Other Comprehensive Income (Expense):

Currency translation adjustment

164,781

(272,346 )

Comprehensive Income (Loss)

$ 1,435,086

$ (49,191 )

The accompanying notes to the financial statements

are an integral part of these statements.

MCL McGill Carriers Ltd.

Statements of Changes in Stockholders’ Equity for

the years ended December 31, 2025 and 2024

Common

Stock

Amount

Accumulated Other

Comprehensive Income

(Loss)

Retained

Earnings

Total

Equity

Balance, December 31, 2023

100

$ 1

$ 80,968

$ 3,420,270

$ 3,501,239

Dividends declared

(318,309 )

Net income

223,155

Currency translation adjustment

(272,346 )

Balance, December 31, 2024

100

$ 1

$ (191,378 )

$ 3,325,116

$ 3,133,739

Common

Stock

Amount

Accumulated Other

Comprehensive Income

(Loss)

Retained

Earnings

Total

Equity

Balance, December 31, 2024

100

$ 1

$ (191,378 )

$ 3,325,116

$ 3,133,739

Dividends declared

(501,231 )

Net income

1,270,305

Currency translation adjustment

164,781

Balance, December 31, 2025

100

$ 1

$ (26,597 )

$ 4,094,190

$ 4,067,594

The accompanying notes to the financial statements

are an integral part of these statements.

MCL McGill Carriers Ltd.

Statements of Cash Flows for the years ended December

31, 2025 and 2024

Year ended

December 31,

2025

December 31,

2024

Cash flows from operating activities

Net income

$ 1,270,305

$ 223,155

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,996,151

1,832,385

Amortization of finance lease right-of-use assets

101,145

96,601

Gain on sale of equipment

(26,540 )

(90,509 )

Noncash operating lease costs

360,181

359,793

Changes in operating assets and liabilities:

Accounts receivable

46,654

401,703

Prepaid expenses

(305,818 )

(68,600 )

Income taxes

30,264

(170,920 )

Other assets

29,373

4,750

Accounts payable and accrued liabilities

(405,724 )

(1,165,455 )

Operating lease liabilities

(371,081 )

(341,205 )

Deferred income taxes

165,407

(47,801 )

Net cash flows provided by operating activities

$ 2,890,317

$ 1,033,897

Cash flows from investing activities

Purchase of equipment

(523,706 )

(581,251 )

Proceeds from sale of equipment

114,962

241,083

Net cash flows used by investing activities

$ (408,744 )

$ (340,168 )

Cash flows from financing activities

Dividends paid

(557,786 )

(260,634 )

Proceeds from long-term debt

1,683,498

Repayment of long-term debt

(1,670,513 )

(1,189,764 )

Principal payments of finance lease

(109,175 )

(90,808 )

Payments on related party debt

(258,104 )

(247,488 )

Net cash flows used by financing activities

$ (2,595,578 )

$ (105,196 )

Net change in cash before effect of exchange rate changes

(114,005 )

588,533

Effect of exchange rate changes on cash

116,617

(191,442 )

Net increase in cash

2,612

397,091

Cash, beginning of period

2,462,438

2,065,347

Cash, end of period

$ 2,465,050

$ 2,462,438

Supplementary disclosure of cash flow information:

Cash paid for interest

$ 565,117

$ 504,270

Cash paid for taxes

$ 46,101

$ 298,430

Non-cash investing and financing activity:

Purchase of equipment by way of long-term debt

$ 397,843

$ 4,085,649

Repayment of long-term debt through proceeds of new long-term debt

$ -

$ 630,097

Right-of-use assets obtained in exchange for new operating leases

$ 50,971

$ -

Right-of-use assets obtained in exchange for new finance lease liabilities

$ 60,800

$ 23,999

Dividends declared but unpaid at period end

$ -

$ 57,675

The accompanying notes to the financial statements

are an integral part of these statements.

MCL McGill Carriers Ltd.

Notes to the Financial Statements

1. Organization and nature of operations

MCL McGill Carriers Ltd. (the “Company”)

was incorporated in 2000 under the laws of British Columbia. Its principal business activity is transportation of motor vehicles for the

original manufacturers.

2. Significant accounting policies and basis of presentation

Basis of presentation — These financial

statements and footnotes have been prepared in conformity with accounting principles generally accepted in the United States of America

(“U.S. GAAP”) and are intended to satisfy the financial statement requirements applicable to an acquired business for inclusion

in filings with the U.S. Securities and Exchange Commission. The financial statements present the historical financial position, results

of operations, and cash flows of MCL McGill Carriers Ltd. on a stand-alone basis for the periods presented. Subsequent to December 31,

2025, the Company was acquired by Proficient Auto Logistics, Inc. As a result of the transaction, the Company became an indirect subsidiary

of Proficient Auto Logistics, Inc. Management believes the accompanying financial statements include all normal recurring adjustments

necessary for a fair presentation in accordance with U.S. GAAP.

U.S. GAAP Conversion - The accompanying

financial statements were prepared from the Company’s accounting records, which were maintained in accordance with Canadian Accounting

Standards for Private Enterprises (“ASPE”). Certain adjustments and reclassifications have been made to convert the financial

statements to conform with accounting principles generally accepted in the United States of America (“U.S. GAAP”). Such adjustments

include, but are not limited to, differences in accounting for leases, revenue, and income taxes.

Use of estimates — The preparation

of these financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported

amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the

reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates, and such differences

could be material. Significant estimates include the accrual for insurance and claims liabilities; income tax liabilities; the useful

lives and recoverable amounts of property, plant and equipment.

Foreign currency translation — The

Company’s functional currency is the Canadian dollar (“CAD”). For reporting purposes, the accompanying financial statements

have been translated into U.S. dollars (“USD”). Assets and liabilities are translated at period-end exchange rates, revenues

and expenses at average exchange rates, and equity accounts at historical exchange rates. Translation adjustments are recorded in accumulated

other comprehensive income.

Foreign currency transaction gains and losses

arising from transactions denominated in currencies other than the functional currency are included in earnings in the period incurred.

Cash — Cash includes cash on hand

and deposits held with banks. The Company maintains its cash with Canadian financial institutions that are members of the Canada Deposit

Insurance Corporation (“CDIC”). The CDIC insures eligible deposits up to $100,000 (CAD) per insured category at each member

institution. At times, the Company’s cash balances may exceed CDIC-insured limits. The Company has not experienced any losses on such

amounts, and management believes it is not exposed to significant credit risk on cash.

Accounts receivable and allowance for credit

loss — Accounts receivable represents customer obligations due under normal trade terms. The Company reviews accounts receivable

on a continuing basis to determine if any receivables are potentially uncollectible. The Company writes off uncollectible receivables

based on specifically identified amounts determined to be uncollectible. Actual write-offs could differ from management’s estimate.

The Company maintains allowances for credit losses on its trade receivables. The Company estimates the allowance for credit losses by

applying a loss rate based on historical write-offs, factors surrounding the credit risk of specific customers, and forecasts of future

economic conditions. The Company maintains ongoing credit evaluations of its customers and has experienced minimal credit losses. The

allowance for expected credit losses was immaterial for the years ended December 31, 2025 and 2024.

Property and equipment — Property

and equipment are stated at cost and are depreciated straight line over their useful lives as follows:

Asset group

Useful lives

Leasehold improvements

5-15 years

Transportation equipment

5-10 years

Machinery and equipment

5-7 years

Software and computer equipment

3-5 years

Furniture and equipment

2-7 years

MCL McGill Carriers Ltd.

Notes to the Financial Statements

Leases — The Company accounts for

leases under FASB ASU 2016-02, Leases (Topic 842) (“ASC 842”), which requires a lessee to recognize a right-of-use (“ROU”)

asset and a corresponding lease liability on the balance sheet for substantially all leases with a term greater than twelve months. The

Company applied ASC 842 the date the standard became effective for the Company, using the modified retrospective method, with the cumulative

effect of initial application recognized as an adjustment to opening retained earnings as of that date. Because the date of initial application

precedes the earliest period presented, the balance sheets and statements of operations for the years ended December 31, 2025 and 2024

are presented on a full ASC 842 basis and no transition adjustment is reflected within the periods presented.

The Company’s lease arrangements primarily consist

of vehicle and fleet leases as well as office facilities. The Company determines whether a contract is or contains a lease at inception.

A contract contains a lease if it conveys the right to control the use of identified property or vehicle for a period of time in exchange

for consideration.

ROU assets represent the Company’s right to use

an underlying asset during the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Lease liabilities are measured at the commencement date at the present value of the remaining lease payments over the lease term, discounted

using the rate implicit in the lease when readily determinable or, when it is not, the Company’s incremental borrowing rate. The lease

term includes options to extend or terminate the lease when it is reasonably certain that the Company will exercise such options. ROU

assets are measured at the corresponding lease liability amount, adjusted for any prepaid or accrued lease payments.

Lease expense for operating leases is recognized

on a straight-line basis over the lease term. For finance leases, the Company recognizes amortization expense related to the ROU asset

on a straight-line basis over the shorter of the lease term or the useful life of the underlying asset, and interest expense on the related

lease liability using the effective interest method.

Leases are classified as finance leases when any

of the criteria in ASC 842-10-25-2 are met at commencement; all other leases are classified as operating leases. The Company has elected

the short-term lease exemption and does not recognize ROU assets or lease liabilities for leases with an initial term of twelve months

or less; payments on such leases are recognized as expense on a straight-line basis over the lease term. The Company has also elected

the practical expedient to not separate lease and non-lease components, and accounts for each lease and its associated non-lease components

as a single lease component for all classes of underlying assets. Variable lease payments that do not depend on an index or rate are excluded

from the measurement of lease liabilities and are recognized as expense in the period incurred. The Company’s finance leases consist of

trucks and trailers with original lease terms of five years and certain vehicles with original lease terms of three to four years.

Revenue recognition — The Company

derives its revenue primarily from vehicle transportation and related logistics services provided to automotive manufacturers, vehicle

distributors, fleet operators, auction operations, and dealerships. Revenue is recognized when control of the promised services is transferred

to customers in an amount that reflects the consideration to which the Company expects to be entitled. Contracts are accounted for when

there is approval and commitment from both parties, the contract has commercial substance and collectability is probable. Each shipment

accepted by the Company is generally considered a separate contract with a single performance obligation to provide transportation services

and deliver the freight to its destination.

Revenue from transportation services is recognized

over time as shipments move from origin to destination, reflecting the continuous satisfaction of the performance obligation as customers

simultaneously receive and consume the benefits of the services as they are performed. Each individual shipment accepted by the Company

is considered a separate contract with the performance obligation being the delivery of the freight. The average length of haul for each

load of freight generally equals less than two days of continuous transit time. The Company has therefore applied the practical expedient

and has not disclosed the amount of remaining unsatisfied performance obligations. The Company estimates revenue for loads based on transit

time, as the customer simultaneously receives and consumes the benefit provided. The Company hauls freight and earns revenue on a consistent

basis throughout the periods presented.

Fuel surcharges and other accessorial charges

are considered part of the transaction price and are recognized as revenue as the related transportation services are performed.

The Company has elected to utilize the practical

expedient in ASC 606-10-32-18 and does not account for the effects of a significant financing component if the period between when the

Company transfers a good or service to the customer and when the customer pays for that good or service is one year or less. Customer

contracts generally do not contain any material financing components as standard payment terms range from 30 to 60 days.

In some instances, the Company outsources the

transportation of the loads to third-party carriers. The Company is a principal in these arrangements, as the Company has the primary

responsibility to meet the customer’s requirements and have discretion over the pricing of the services charged to the customer.

In these instances, the Company records the revenue collected on a gross basis, and recognizes

the corresponding costs incurred within purchased transportation on the statements of operations.

MCL McGill Carriers Ltd.

Notes to the Financial Statements

The Company generally does not incur incremental

costs in obtaining a contract from its customers. If the Company does incur such costs, these costs are expensed as incurred when the

amortization period of the asset that otherwise would have been recognized is one year or less. The Company has elected the practical

expedient provided by ASC 340-40 for such costs. These costs are included within General and administrative expenses in the statements

of operations, if applicable. The Company had no material contract assets or contract liabilities as of December 31, 2025 and 2024.

During the years ended December 31, 2025 and 2024,

the Company had three customers which represented approximately 45%, 13%, and 11%, and 41%, 14%, and 12%, respectively, of total revenue.

For the years ended December 31, 2025 and 2024, these three customers accounted for approximately 69% and 76%, respectively, of gross

accounts receivable.

Income taxes —

The Company accounts for income taxes using the asset and liability method. Under this method, future income tax assets and liabilities

are determined based on the differences between the accounting basis and the tax basis of assets and liabilities and are measured using

the currently enacted or substantively enacted tax rates and laws expected to apply when these differences reverse. The Company establishes

a valuation allowance against future income tax assets if, based on available information, it is more likely than not that some or all

of the future income tax assets will not be realized.

Adoption of new accounting standards

In connection with the conversion of the Company’s

financial statements from Canadian Accounting Standards for Private Enterprises (“ASPE”) to U.S. GAAP, the Company adopted ASU

2014-09, Revenue from Contracts with Customers (Topic 606). Under ASPE, revenue was generally recognized upon delivery of a vehicle. Under

ASC 606, revenue is recognized over time as transportation services are performed. Management evaluated the impact of adoption and determined

that the resulting differences, primarily related to shipments in transit at period end, were not material to the Company’s historical

financial statements. Accordingly, adoption of ASC 606 did not have a material impact on the Company’s results of operations, financial

position, or cash flows for the periods presented.

In connection with the conversion of the Company’s

financial statements from ASPE to U.S. GAAP, the Company adopted ASU 842 using the modified retrospective transition method. ASC 842 requires

lessees to recognize a ROU asset and a corresponding lease liability on the balance sheet for substantially all leases with a term greater

than twelve months. See “Note 4”.

In connection with the conversion of the Company’s

financial statements from ASPE to U.S. GAAP, the Company adopted ASU 2023-09, Income Taxes (Topic 740), which would require additional

transparency for income tax disclosures, including the income tax rate reconciliation table and cash taxes paid both in the United States

and foreign jurisdictions. This standard is effective for annual periods beginning after December 15, 2024. The Company has adopted the

new disclosure requirements, and they did not have a material impact on the disclosures.

3. Property and equipment

Property and equipment, net of accumulated depreciation,

consists of the following:

December 31,

2025

December 31,

2024

Buildings and improvements

$ 60,143

$ 52,251

Furniture and equipment

61,719

46,277

Machinery and equipment

82,355

40,770

Software and computer equipment

85,810

65,541

Transportation equipment

19,137,376

17,516,867

19,427,403

17,721,706

Less accumulated depreciation and amortization

(9,449,929 )

(7,073,491 )

Property and equipment, net

$ 9,977,474

$ 10,648,215

The Company recognized depreciation expense of

$2.0 million and $1.9 million during the years ended December 31, 2025 and 2024, respectively

MCL McGill Carriers Ltd.

Notes to the Financial Statements

4. Right-of-use assets and lease liabilities

Classification of ROU assets and lease liabilities as of December 31,

2025 and 2024 is as follows:

December 31,

2025

December 31,

2024

Assets:

Operating right-of-use assets

$ 1,001,727

$ 1,255,953

Finance right-of-use assets

242,144

270,192

Total lease assets

$ 1,243,871

$ 1,526,145

Liabilities:

Current:

Operating lease liabilities

$ 431,654

$ 359,810

Finance lease liabilities

104,817

85,407

Noncurrent:

Operating lease liabilities

704,802

1,035,262

Finance lease liabilities

140,698

195,798

Total lease liabilities

$ 1,381,971

$ 1,676,277

As of December 31, 2025 and

2024, the weighted-average discount rate for operating leases was 1.85% and 1.76%, respectively. The weighted-average remaining lease

term as of December 31, 2025 and 2024 was 2.6 years and 3.6 years, respectively. As of December 31, 2025 and 2024, the weighted-average

discount rate for finance leases was 5.48% and 5.21%, respectively, and the weighted-average remaining lease term was 2.4 years and 3.3

years, respectively.

Future minimum lease payments as of December 31, 2025 are as follows:

Operating

leases

Finance

leases

For the year ending December 31:

2026

$ 448,484

$ 110,966

2027

428,617

108,775

2028

263,410

40,240

2029

24,176

1,366

Total undiscounted cash flows

1,164,687

261,347

Less: present value factor

(28,231 )

(15,832 )

Total lease liabilities

1,136,456

245,515

Less: current portion

(431,654 )

(104,817 )

Total long-term lease liabilities

$ 704,802

$ 140,698

Required supplemental information relating to leases for the years

ended December 31, 2025 and 2024 is as follows:

December 31,

2025

December 31,

2024

Operating lease cost

$ 382,178

$ 388,050

Finance lease costs:

Amortization of finance lease assets

101,145

96,601

Interest on lease liabilities

14,664

17,387

Short-term lease costs

33,729

Total lease costs

$ 497,987

$ 535,767

5. Long-term debt

Revolving line of credit

As of December 31, 2025 and

2024, the Company maintains a revolving line of credit of $0.7 million and $0.3 million, respectively, bearing interest at the bank’s

annual prime lending rate plus 1%, secured by a general security agreement. The revolving line of credit remains undrawn. Fees on the

facility were insignificant for the years ended December 31, 2025 and 2024.

MCL McGill Carriers Ltd.

Notes to the Financial Statements

Long-term debt

Long-term debt consists of equipment financing facilities, each secured

by the specific trucks or trailers financed.

December 31,

2025

December 31,

2024

Equipment and vehicle notes payable requiring monthly principal and interest payments totaling approximately $0.2 million. The notes bear interest ranging from 5.74% to 8.67%, maturing between December 2027 and November 2031, and are secured by the Company’s transportation equipment and vehicles

$ 7,168,899

$ 8,325,882

Less: current maturities

(2,343,836 )

(1,852,456 )

Total long-term debt

$ 4,825,063

$ 6,473,426

Future maturities of long-term debt are as follows for the years ending

December 31:

2026

$ 2,343,836

2027

2,676,356

2028

872,768

2029

547,838

2030

418,013

Thereafter

310,088

$ 7,168,899

The Company’s equipment financing

arrangements are secured by substantially all rights, title and interest in the financed transportation equipment. The Company has two

promissory notes payable to Royal Truck Leasing LLC (“Royal Truck”), a company under common control, totaling $0.5 million and

$0.7 million as of December 31, 2025 and 2024.

Interest expense on long-term

debt was $0.5 million and $0.5 million for the years ended December 31, 2025 and 2024, respectively.

6. Income taxes

The Company is subject to

taxation in Canada and files income tax returns in the applicable federal and provincial jurisdictions. Tax years ending after December

31, 2022 remain subject to examination by the applicable taxing authorities. The Company operates exclusively in Canada and is subject

to Canadian federal and provincial income taxes. No material income tax expense or deferred taxes related to foreign jurisdictions outside

Canada were recognized for the years ended December 31, 2025 and 2024.

Deferred Taxes

Deferred income taxes are

recognized for temporary differences between the financial reporting carrying amounts of assets and liabilities and their respective tax

bases using enacted tax rates expected to apply when the temporary differences reverse

MCL McGill Carriers Ltd.

Notes to the Financial Statements

Significant components of the Company’s deferred

tax assets and liabilities were as follows:

December 31,

2025

2024

Deferred tax assets:

Prepaid expenses

$ 393

$ -

Total deferred tax asset

$ 393

$ -

Deferred tax liabilities:

Accrued liabilities

$ (227,320 )

$ (201,766 )

Operating lease liabilities

(76,203 )

(40,536 )

Property and equipment, net

(1,230,274 )

(1,250,271 )

Other deferred liabilities

(28,748 )

(27,427 )

Total deferred tax liability

$ (1,562,545 )

$ (1,520,000 )

Net deferred tax liability

$ (1,562,152 )

$ (1,520,000 )

Income tax expense consisted of the following:

December 31,

2025

2024

Current income tax expense

$ 261,697

$ 125,895

Deferred income tax expense

165,407

(47,801 )

Total income tax expense

$ 427,104

$ 78,094

The Company recognizes the

effect of uncertain tax positions only if those positions are more likely than not to be sustained upon examination by the relevant taxing

authorities. The Company has evaluated its tax positions and concluded that no material uncertain tax positions requiring recognition

or disclosure existed as of December 31, 2025 and 2024.

7. Related parties

The Company is under common

ownership with Hansen & Adkins Auto Transport, Inc. (“H&A”) and routinely enters into transactions with H&A and

other entities under common ownership and control. These transactions are conducted in the normal course of business.

Royal Truck is a separate

legal entity and a variable interest entity (“VIE”) for which H&A is the primary beneficiary. The Company leases certain

trucks from Royal Truck and has outstanding financing arrangements with Royal Truck.

All related-party transactions

are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. Management believes

these transactions are entered into on terms consistent with those that would be available from unaffiliated third parties for similar

services or financing arrangements.

Related party transactions

The Company’s transactions with related parties for the years ended

December 31, 2025 and 2024 are as follows:

Payments for marketing, IT,

and other cost sharing services of approximately $0.3 million and $0.2 million for the years ended December 31, 2025 and 2024, respectively

which are recorded to general and administrative expenses.

Payments for outsourced claims

processing costs of less than $0.1 million for the year ended December 31, 2024 which are recorded to general and administrative expenses.

No such costs were incurred in 2025.

Related party leases

The Company leases five trucks

and trailers from Royal Truck. The related agreements are accounted for as finance leases.

As of December 31, 2025 and

2024, the related party finance lease liability consisted of current portions of $0.1 million, and long-term portions of $0.1 million

and $0.2 million, respectively. The related finance lease right of use asset had a net book value of $0.2 million as of December 31, 2025

and 2024, respectively. The Company paid lease payments to Royal Truck for approximately $0.1 million for the years ended December 31,

2025 and 2024.

The lease has a discount

rate of 4.95% and expires on April 30, 2028. Amortization expense related to the finance lease ROU asset was $0.1 million for each of

the years ended December 31, 2025 and 2024. Interest expense related to the finance lease liability was less than $0.1 million for each

of the years ended December 31, 2025 and 2024. The Company made base lease payments to Royal Truck of $0.1 million for each of the years

ended December 31, 2025 and 2024.

MCL McGill Carriers Ltd.

Notes to the Financial Statements

At December 31, 2025, the future maturities of the lease liabilities

were as follows:

For the year ending December 31:

2026

$ 82,441

2027

82,441

2028

27,480

Total undiscounted cash flows

192,362

Less: present value factor

(10,331 )

Total lease liabilities

182,031

Less: current portion

(75,444 )

Total long-term lease liabilities

$ 106,587

Related party debt

The Company has outstanding

promissory notes payable to Royal Truck, a related party under common control. As of December 31, 2025 and 2024, the related party debt

totaled $0.5 million and $0.7 million, respectively. The Company made payments on vehicle loans with Royal Truck of approximately $0.3

million for the years ended December 31, 2025 and 2024. The notes bear interest at 7.7%, mature in September 2027 and are generally secured

on the same basis as the third-party facilities.

8. 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. It is at least reasonably possible that the effect on the financial statements

of significant estimates involving contingencies will change within one year of the date of the financial statements due to one or more

future confirming events. If such changes occur, they could be material to the financial statements. The Company has disclosed all significant

estimates and assumptions that could potentially be affected by future confirming events.

9. Equity

The Company is authorized to issue 10,000 common

shares without par value and an unlimited number of Class A, Class B, and Class C non-voting preferred shares without par value. As of

December 31, 2025 and 2024, there were 100 shares of Common stock issued and outstanding.

The common shares are voting shares and are entitled

to dividends when and if declared by the Board of Directors. The non-voting preferred shares have rights and preferences as set forth

in the Company’s articles of incorporation. In the event of liquidation, holders of preferred shares have priority over holders of common

shares.

During the year ended December 31, 2025, the Company

declared and paid cash dividends of approximately $0.6 million to its shareholders. During the year ended December 31, 2024, the Company

declared and paid cash dividends of approximately $0.3 million. Dividends declared but unpaid of approximately $0.1 million as of December

31, 2024 were paid in 2025

10. Subsequent events

Management evaluated subsequent

events through October 23, 2026, the date the financial statements were available to be issued.

Financing: Subsequent to December

31, 2025, the Company entered into debt financing arrangements with various lenders pursuant to which the Company borrowed approximately

$3.4 million. The financing bears interest from 6.20% to 7.25% and matures at various dates in 2033. No amounts related to this financing

arrangement have been recorded in the accompanying financial statements as of December 31, 2025.

Acquisition of the Company:

On August 13, 2026, the Company was acquired by Proficient Auto Logistics, Inc. As a result of the transaction, MCL McGill Carriers Ltd.

became an indirect subsidiary of Proficient Auto Logistics, Inc. The acquisition did not directly affect the Company’s assets, liabilities,

or operations as of December 31, 2025, and therefore no adjustments have been made to the accompanying financial statements.

EX-99.6 — UNAUDITED CONDENSED FINANCIAL STATEMENTS OF MCL MCGILL CARRIERS LTD. AS OF JUNE 30, 2026 AND FOR THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

EX-99.6

Filename: ea030936701ex99-6.htm · Sequence: 7

Exhibit 99.6

MCL McGill Carriers Ltd.

Financial Statements (Unaudited) for the Six Months ended June 30,

2026 and 2025

TABLE OF CONTENTS

financial Statements

Balance Sheets (Unaudited)

Statements of Operations and Comprehensive Income (Unaudited)

Statements of Changes in Stockholders’ Equity (Unaudited)

Statements of Cash Flows (Unaudited)

Notes to the Financial Statements (Unaudited)

5-7

MCL McGill Carriers Ltd.

Balance Sheets as of June 30, 2026 and December 31, 2025

(Unaudited)

June 30,

2026

December 31,

2025

ASSETS

Current assets:

Cash

$ 1,274,264

$ 2,465,050

Accounts receivable, net

5,618,528

3,718,535

Prepaid expenses

291,455

462,181

Total current assets

7,184,247

6,645,766

Non-current assets:

Property and equipment, net

12,104,068

9,977,474

Right-of-use asset, net

1,067,053

1,243,871

Total assets

$ 20,355,368

$ 17,867,111

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 2,988,594

$ 2,096,589

Accrued liabilities

1,459,998

1,445,956

Income taxes payable

138,697

143,950

Long-term debt, current

2,505,778

2,343,836

Operating lease liabilities, current

491,628

431,654

Finance lease liabilities, current

104,218

104,817

Total current liabilities

7,688,913

6,566,802

Non-current liabilities:

Long-term debt

6,632,763

4,825,063

Operating lease liabilities

505,566

704,802

Finance lease liabilities

85,187

140,698

Deferred income taxes

1,457,887

1,562,152

Total liabilities

16,370,316

13,799,517

Commitments and contingencies (Note 6)

Stockholders’ equity:

Common stock

Accumulated other comprehensive loss

(163,841 )

(26,597 )

Retained earnings

4,148,892

4,094,190

Total stockholders’ equity

3,985,052

4,067,594

Total liabilities and stockholders’ equity

$ 20,355,368

$ 17,867,111

The accompanying

notes to the financial statements are an integral part of these statements.

MCL McGill Carriers Ltd.

Statements of Operations and Comprehensive

Income for the six months ended June 30, 2026 and 2025

(Unaudited)

Six months ended June 30,

2026

2025

Operating revenue

Transportation revenue

$ 22,681,519

$ 22,018,113

Fuel revenue

4,582,939

3,777,266

Total operating revenue

27,264,458

25,795,379

Operating expenses

Salaries & wages

5,721,814

5,193,974

Fuel & fuel taxes

2,664,918

2,310,123

Purchased transportation

12,318,647

10,362,980

Truck expenses

3,044,229

3,511,380

Depreciation & amortization

1,058,541

1,102,193

Gain on sale of equipment

(23,746 )

Insurance & claims

1,022,179

1,114,561

General & administrative

964,209

744,137

Total operating expenses

26,794,537

24,315,602

Operating income

469,921

1,479,777

Other income and (expense)

Interest expense

(347,877 )

(303,862 )

Other income, net

3,156

22,507

Foreign exchange (loss) gain

(3,677 )

2,667

Total other expense, net

(348,398 )

(278,688 )

Income before income taxes

121,523

1,201,089

Income tax expense

66,821

302,674

Net income

54,702

898,415

Other comprehensive (loss) income:

Currency translation adjustment

(137,244 )

203,914

Comprehensive (loss) income

$ (82,542 )

$ 1,102,329

The accompanying

notes to the financial statements are an integral part of these statements.

MCL McGill Carriers Ltd.

Statements of Changes in Stockholders’ Equity for

the six months ended June 30, 2026 and 2025

(Unaudited)

Common Stock

Amount

Accumulated

Other

Comprehensive

Loss

Retained

Earnings

Total Equity

Balance, December 31, 2025

100

$ 1

$ (26,597 )

$ 4,094,190

$ 4,067,594

Net income

54,702

Currency translation adjustment

(137,244 )

Balance, June 30, 2026

100

$ 1

$ (163,841 )

$ 4,148,892

$ 3,985,052

Common Stock

Amount

Accumulated

Other

Comprehensive

Income (Loss)

Retained

Earnings

Total Equity

Balance, December 31, 2024

100

$ 1

$ (191,378 )

$ 3,325,116

$ 3,133,739

Dividends declared

(174,609 )

Net income

898,415

Currency translation adjustment

203,914

Balance, June 30, 2025

100

$ 1

$ 12,536

$ 4,048,922

$ 4,061,459

The accompanying

notes to the financial statements are an integral part of these statements.

MCL McGill Carriers Ltd

Statements of Cash Flows for the six months ended

June 30, 2026 and 2025

(Unaudited)

For the six months ended

June 30,

2026

2025

Cash flows from operating activities

Net income

$ 54,702

$ 898,415

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

1,007,642

1,053,035

Amortization of finance lease right-of-use assets

50,899

49,158

Gain on sale of equipment

(23,746 )

Noncash operating lease costs

220,592

177,138

Changes in operating assets and liabilities:

Accounts receivable

(2,085,057 )

(1,167,890 )

Prepaid expenses

159,999

(145,685 )

Income taxes

(121,034 )

174,494

Other assets

22,930

Accounts payable and accrued liabilities

1,055,077

187,375

Operating lease liabilities

(236,492 )

(173,696 )

Deferred income taxes

66,821

82,010

Net cash flows provided by operating activities

$ 173,149

$ 1,133,538

Cash flows from investing activities

Purchase of equipment

(99,172 )

(321,533 )

Proceeds from sale of equipment

113,999

Net cash flows used by investing activities

$ (99,172 )

$ (207,534 )

Cash flows from financing activities

Dividends paid

(230,689 )

Repayment of long-term debt

(1,035,131 )

(800,621 )

Principal payments of finance lease

(49,367 )

(59,875 )

Payments on related party debt

(131,508 )

(127,291 )

Net cash flows used by financing activities

$ (1,216,006 )

$ (1,218,476 )

Net decrease in cash before effect of exchange rate changes

(1,142,029 )

(292,472 )

Effect of exchange rate changes on cash

(48,757 )

129,996

Net decrease in cash

(1,190,786 )

(162,476 )

Cash, beginning of period

2,465,050

2,462,438

Cash, end of period

$ 1,274,264

$ 2,299,962

Supplementary disclosure of cash flow information:

Cash paid for interest

$ 245,248

$ 206,515

Cash paid for taxes

$ 264,676

$ 45,715

Non-cash investing and financing activity:

Purchase of equipment by way of long-term debt

$ 3,441,979

$ -

Right-of-use assets obtained in exchange for new operating leases

$ 132,070

$ -

Right-of-use assets obtained in exchange for new finance lease liabilities

$ -

$ 60,290

The accompanying

notes to the financial statements are an integral part of these statements.

MCL McGill Carriers Ltd

Notes to the Financial Statements

(Unaudited)

1. Organization and nature of operations

MCL McGill

Carriers Ltd. (the “Company”) was incorporated in 2000 under the laws of British Columbia. Its principal business activity is

transportation of motor vehicles for the original manufacturers.

2. Significant accounting policies and basis of presentation

Basis

of presentation — These financial statements and footnotes have been prepared in

conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and are intended to

satisfy the financial statement requirements applicable to an acquired business for inclusion in filings with the U.S. Securities and

Exchange Commission. The financial statements present the historical financial position, results of operations, and cash flows of MCL

McGill Carriers Ltd. on a stand-alone basis for the periods presented. Subsequent to June 30, 2026, the

Company was acquired by Proficient Auto Logistics, Inc. As a result of the transaction, the Company became an indirect subsidiary of Proficient

Auto Logistics, Inc. Management believes the accompanying financial statements include all normal recurring adjustments necessary for

a fair presentation in accordance with U.S. GAAP.

The

accompanying condensed financial statements as of June 30, 2026 and for the six months ended June 30, 2026 and 2025 are unaudited and

have been prepared for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all disclosures

required for complete financial statements and should be read in conjunction with the audited financial statements for the years ended

December 31, 2025 and 2024. Results of the interim period are not necessarily indicative of results for the full year.

U.S.

GAAP Conversion — The accompanying financial statements were prepared from the Company’s accounting records, which were maintained

in accordance with Canadian Accounting Standards for Private Enterprises (“ASPE”). Certain adjustments and reclassifications

have been made to convert the financial statements to conform with accounting principles generally accepted in the United States of America

(“U.S. GAAP”). Such adjustments include, but are not limited to, differences in accounting for leases, revenue, and income taxes.

Use of

estimates — The preparation of these financial statements in conformity with U.S.

GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of

contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the

reporting period. Actual results could differ from those estimates, and such differences could be material. Significant estimates include

the accrual for insurance and claims liabilities; income tax liabilities; the useful lives and recoverable amounts of property, plant

and equipment.

Foreign

currency translation — The Company’s functional currency is the Canadian dollar (“CAD”). For reporting purposes,

the accompanying financial statements have been translated into U.S. dollars (“USD”). Assets and liabilities are translated

at period-end exchange rates, revenues and expenses at average exchange rates, and equity accounts at historical exchange rates. Translation

adjustments are recorded in accumulated other comprehensive income.

Foreign currency

transaction gains and losses arising from transactions denominated in currencies other than the functional currency are included in earnings

in the period incurred.

Revenue

concentration — During the six months ended June 30, 2026 and 2025, the Company had three customers

which represented approximately 46%, 12%, and 9%, and 45%, 13%, and 10%, respectively, of total revenue.

3. Property and equipment

Property and equipment, net of

accumulated depreciation, consists of the following:

June 30,

2026

December 31,

2025

Buildings and improvements

$ 62,906

$ 60,143

Furniture and equipment

59,661

61,719

Machinery and equipment

79,609

82,355

Software and computer equipment

82,948

85,810

Transportation equipment

22,171,705

19,137,376

22,456,829

19,427,403

Less accumulated depreciation and amortization

(10,352,761 )

(9,449,929 )

Property and equipment, net

$ 12,104,068

$ 9,977,474

The Company

recognized depreciation expense of $1.1 million and $1.1 million during the six months ended June 30, 2026 and 2025,

respectively.

MCL McGill Carriers Ltd

Notes to the Financial Statements

4. Long-term debt

Revolving line of credit

As of June

30, 2026 and December 31, 2025, the Company maintains an undrawn revolving line of credit of $0.7 million, bearing interest at the bank’s

annual prime lending rate plus 1%, secured by a general security agreement. The revolving line of credit remains undrawn. Fees on the

facility were insignificant for the six months ended June 30, 2026 and 2025.

Long-term

debt

Long-term debt consists of equipment

financing facilities, each secured by the specific trucks or trailers financed.

June 30,

2026

December 31,

2025

$ 9,138,541

$ 7,168,899

Less: current maturities

(2,505,778 )

(2,343,836 )

Total long-term debt

$ 6,632,763

$ 4,825,063

Future maturities of long-term

debt are as follows:

2026 remaining

$ 1,393,250

2027

2,959,801

2028

1,280,705

2029

995,949

2030

901,771

Thereafter

1,607,065

$ 9,138,541

The Company’s

equipment financing arrangements are secured by substantially all rights, title and interest in the financed transportation equipment.

The Company has two promissory notes payable to Royal Truck Leasing LLC (“Royal Truck”), a company under common control, totaling

$0.4 million and $0.5 million as of June 30, 2026 and December 31, 2025, respectively. The notes bear interest at prime plus 1% and are

secured on the same basis as the third-party facilities.

Interest

expense on long-term debt was $0.3 million and $0.3 million for the six months ended June 30, 2026 and 2025, respectively.

5. Related parties

The Company

is under common ownership with Hansen & Adkins Auto Transport, Inc. (“H&A”) and routinely enters into transactions with

H&A and other entities under common ownership and control. These transactions are conducted in the normal course of business.

Royal Truck

is a separate legal entity and a variable interest entity (“VIE”) for which H&A is the primary beneficiary. The Company

leases certain trucks from Royal Truck and has outstanding financing arrangements with Royal Truck.

All related-party

transactions are measured at the exchange amount, which is the amount of consideration established and agreed to by the parties. Management

believes these transactions are entered into on terms consistent with those that would be available from unaffiliated third parties for

similar services or financing arrangements.

party transactions

The Company’s

transactions with related parties for the six months ended June 30, 2026 and 2025 are as follows:

Payments for

marketing, IT, and other cost sharing services of approximately $0.2 million for the six months ended June 30, 2026 and 2025, respectively

which are recorded to general and administrative expenses.

MCL McGill Carriers Ltd

Notes to the Financial Statements

party leases

The Company

leases five trucks and trailers from Royal Truck. The related agreements are accounted for as finance leases.

As of June

30, 2026 and December 31, 2025, the related party finance lease liability consisted of current and long-term portions of $0.1 million.

The related finance lease right of use asset had a net book value of $0.1 million and $0.2 million as of June 30, 2026 and December 31,

2025, respectively.

The lease

has a discount rate of 4.95% and expires on April 30, 2028. Amortization expense related to the finance lease ROU asset was less than

$0.1 million for each of the six months ended June 30, 2026 and 2025. Interest expense related to the finance lease liability was less

than $0.1 million for each of the six months ended June 30, 2026 and 2025. The Company made base lease payments to Royal Truck of less

than $0.1 million for each of the six months ended June 30, 2026 and 2025.

At June 30,

2026, the future maturities of the lease liabilities were as follows:

For the year ending December 31:

2026 remaining

$ 39,846

2027

79,692

2028

26,564

Total undiscounted cash flows

146,102

Less: present value factor

(6,153 )

Total lease liabilities

139,949

Less: current portion

(74,758 )

Total long-term lease liabilities

$ 65,191

party debt

The Company

has two outstanding promissory notes payable to Royal Truck, a related party under common control, totaling $0.4 million and $0.5 million

as of June 30, 2026 and December 31, 2025, respectively. The Company made payments on vehicle loans

with Royal of approximately $0.1 million for the six months ended June 30, 2026 and 2025.

6. 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. It is at least reasonably possible that the effect

on the financial statements of significant estimates involving contingencies will change within one year of the date of the financial

statements due to one or more future confirming events. If such changes occur, they could be material to the financial statements. The

Company has disclosed all significant estimates and assumptions that could potentially be affected by future confirming events.

7. Subsequent events

Management

evaluated subsequent events through October 23, 2026, the date the financial statements were available to be issued.

On August 13, 2026, the Company was acquired by Proficient Auto Logistics,

Inc. As a result of the transaction, MCL McGill Carriers Ltd. became an indirect subsidiary of Proficient Auto Logistics, Inc. The acquisition

did not directly affect the Company’s assets, liabilities, or operations as of June 30, 2026, and therefore no adjustments have

been made to the accompanying financial statements.

EX-99.7

Filename: ea030936701ex99-7.htm · Sequence: 8

Exhibit 99.7

UNAUDITED PRO FORMA FINANCIAL INFORMATION

On August 13, 2026 (the “Closing Date”),

Proficient Auto Logistics, Inc. (“PAL” or the “Company”), through its wholly owned subsidiaries Proficient Services,

Inc. (“US Buyer”) and H&A CN Acquisition, Ltd. (“Canada Buyer” and, together with US Buyer, the “Buyers”),

completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of Hansen & Adkins

Auto Transport, LLC (“H&A Auto Transport”), Hansen & Adkins Auto Logistics, LLC (“H&A Auto Logistics”),

Royal Truck Leasing, LLC (“Royal”) and Hansen & Adkins Canada Ltd. (“H&A Canada”) pursuant to the Equity

Purchase Agreement, dated as of August 10, 2026 (the “Purchase Agreement”), by and among the Buyers, Steven Hansen, Louie

Adkins, Hansen & Adkins, Inc., Royal Holdco, LLC, The Steven Hansen Separate Property Trust and The Louie Adkins 2024 Trust (collectively,

the “Sellers”), and Steven Hansen, in his capacity as seller representative (the “Seller Representative”). H&A

Auto Transport, H&A Auto Logistics and Royal are referred to collectively as “H&A.” Upon completion of the Acquisition,

MCL McGill Carriers Ltd. (“MCL”) became a subsidiary of H&A Canada. For purposes of the historical financial information

and the unaudited pro forma condensed combined financial information, MCL’s historical financial information is presented under

the caption “H&A Canada.” H&A and H&A Canada are referred to collectively as the “acquired businesses.”

The acquired businesses provide new and used vehicle transportation and logistics services in the United States and Canada. The Acquisition

expanded PAL’s scale, service capabilities and geographic presence, including its entry into Canada.

The Purchase Agreement provided for a base purchase price of $130.0

million, subject to customary adjustments for closing indebtedness, cash, transaction expenses and net working capital. For purposes of

the preliminary purchase price allocation accounting, preliminary purchase consideration was approximately $62.8 million, consisting of

approximately $60.5 million of cash consideration and approximately $2.2 million representing the acquisition-date fair value of 421,354

shares of PAL common stock issued as consideration. Contemporaneous with the closing of the Acquisition, PAL also repaid outstanding indebtedness

and paid certain seller transaction expenses. The Sellers are eligible to receive up to $22.1 million of additional contingent consideration

(the “Earnout”) based on the acquired businesses’ 2026 earnings before interest, taxes, depreciation, and amortization

(“EBITDA”), and the purchase price remains subject to customary post-closing adjustments. The preliminary purchase price allocation

includes fair value adjustments to acquired property and equipment, approximately $18.2 million of identifiable intangible assets, principally

customer relationships and trade names, and goodwill attributable in part to the assembled workforce and expected operating synergies.

The allocation, including the estimated fair values and useful lives of the acquired assets, remains preliminary and may be revised as

the valuation process is completed. See Notes 1 and 3 for additional information regarding the Acquisition, consideration transferred

and preliminary purchase price allocation.

PAL financed the Acquisition with cash on hand.

PAL financed the debt repayment with the net proceeds from the issuance of $75.0 million aggregate principal amount of 5.500% Convertible

Notes due 2033 (the “Convertible Notes”) and $82.0 million of borrowings under the M&T equipment financing agreement (the

“M&T Credit Agreement”). In connection with the issuance of the Convertible Notes, PAL also entered into capped call transactions

(the “Capped Calls” and, together with the issuance of the Convertible Notes and the M&T Credit Agreement borrowings,

the “Financing Transactions”). The premium in respect of the Capped Calls was paid with the net proceeds from the issuance

of the Convertible Notes. The unaudited pro forma condensed combined financial information reflects the Financing Transactions, the repayment

of certain historical indebtedness and the related adjustments to interest expense and financing costs. See Notes 1, 4 and 5 for additional

information regarding the Financing Transactions and related pro forma adjustments.

The following unaudited pro forma condensed combined

financial information has been prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined balance

sheet as of June 30, 2026 gives effect to the Acquisition and related Financing Transactions as if they had occurred on June 30, 2026.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the six months ended June

30, 2026 give effect to the Acquisition and related Financing Transactions as if they had occurred on January 1, 2025. The transaction

accounting adjustments reflect the application of the acquisition method of accounting under Accounting Standards Codification (“ASC”)

Topic 805, Business Combinations, with PAL identified as the accounting acquirer.

The unaudited pro forma condensed combined financial

information was derived from, and should be read together with, PAL’s audited consolidated financial statements for the year ended

December 31, 2025 and unaudited condensed consolidated financial statements as of and for the six months ended June 30, 2026, included

in PAL’s Annual Report on Form 10-K for the year ended December 31, 2025 and Quarterly Report on Form 10-Q for the quarter ended

June 30, 2026, respectively. It should also be read together with the historical financial statements of H&A and H&A Canada included

as Exhibits 99.3 through 99.6 to this Current Report on Form 8-K/A. The historical financial statements of H&A and H&A Canada

were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and are presented

in U.S. dollars.

The unaudited pro forma condensed combined financial

information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations

that would have been achieved had the Acquisition and related Financing Transactions occurred on the dates indicated. It also is not indicative

of the future financial position or results of operations of the combined company. The pro forma adjustments are based on currently available

information and assumptions that management believes are reasonable. The preliminary purchase price allocation was prepared solely for

purposes of this unaudited pro forma condensed combined financial information and may differ materially from the final allocation upon

completion of the valuation of the assets acquired and liabilities assumed. See Note 3.

PROFICIENT AUTO LOGISTICS, INC.

Unaudited Pro Forma Condensed Combined Balance

Sheet

As of June 30, 2026

Proficient Auto

Logistics

Historical

H&A

Historical

H&A Canada

Historical

(Note 2)

Transaction

Accounting

Adjustments

Note

Pro Forma

Combined

ASSETS

Current assets:

Cash and cash equivalents

$ 8,130,738

$ 15,246,663

$ 1,274,264

$ (3,457,814 )

(a) (c) (d) (i) (l)

$ 21,193,851

Accounts receivable, net

53,744,352

28,811,492

5,618,528

405,727

(l)

88,580,099

Net investment in leases, current portion

81,206

126,179

(f) (l)

207,385

Maintenance supplies

2,081,732

Assets held for sale

606,572

1,112,500

(g)

1,719,072

Due from Stockholders

634,240

(634,240 )

(e)

Notes receivable, current portion

899,076

(899,076 )

(e) (l)

Income tax receivable

1,650,993

Prepaid expenses and other current assets

6,757,045

6,530,826

291,455

(406,824 )

(l)

13,172,502

Total current assets

73,052,638

52,122,297

7,184,247

(3,753,548 )

128,605,634

Property and equipment, net

102,912,089

56,337,113

12,104,068

17,605,408

(e) (g) (l)

188,958,678

Operating lease right-of-use assets

11,401,032

882,392

12,283,424

Finance lease right-of-use assets

184,661

(129,674 )

(f)

54,987

Net investment in leases, less current portion

113,360

(f) (l)

113,360

Notes receivable, noncurrent portion

4,799,221

(4,799,221 )

(e) (l)

Deposits

5,984,457

1,542,453

76,754

(l)

7,603,664

Goodwill

148,643,673

22,809,849

(a) (b) (d) (f) (g) (h) (j) (k) (l)

171,453,522

Intangible assets, net

117,975,387

18,200,000

(h)

136,175,387

Other long-term assets

534,121

(76,754 )

(d)

457,367

Total assets

$ 460,503,397

$ 114,801,084

$ 20,355,368

$ 50,046,174

$ 645,706,023

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 11,336,163

$ 7,851,067

$ 2,988,594

$ (340,640 )

(l)

$ 21,835,184

Accrued liabilities

28,593,388

18,451,552

1,598,695

340,644

(l)

48,984,279

Contingent consideration

Finance lease liabilities, current portion

104,218

(74,758 )

(f)

29,460

Operating lease liabilities, current portion

2,587,294

491,628

3,078,922

Long-term debt, current portion

19,162,469

14,561,749

2,505,778

(1,858,431 )

34,371,565

Total current liabilities

61,679,314

40,864,368

7,688,913

(1,933,185 )

108,299,410

Long-term liabilities:

Line of credit

6,700,000

Operating lease liabilities, less current portion

9,366,749

505,566

9,872,315

Finance lease liabilities, less current portion

85,187

(65,192 )

(f)

19,995

Long-term debt, less current portion

44,582,063

51,804,487

6,632,763

(159,963 )

102,859,350

Convertible notes payable

72,375,000

(c)

72,375,000

Deferred tax liability, net

32,016,854

1,457,887

9,151,858

(j)

42,626,599

Other long-term liabilities

2,973,049

8,777,637

44,443

(d) (l)

11,795,129

Total liabilities

157,318,029

101,446,492

16,370,316

79,412,961

354,547,798

Stockholders’ equity:

Common stock

280,529

120,000

(115,788 )

(b) (k)

284,742

Additional paid-in capital

358,358,051

20,915,648

(27,846,545 )

(b) (c) (k)

351,427,154

Accumulated other comprehensive income

(163,841 )

163,841

(k)

Accumulated deficit

(55,453,212 )

(26,571,042 )

4,148,892

17,321,691

(60,553,671 )

Noncontrolling interest

18,889,986

(18,889,986 )

(k)

Total stockholders’ equity

303,185,368

13,354,592

3,985,052

(29,366,787 )

291,158,225

Total liabilities and stockholders’ equity

$ 460,503,397

$ 114,801,084

$ 20,355,368

$ 50,046,174

$ 645,706,023

See accompanying notes to the unaudited pro

forma condensed combined financial information.

PROFICIENT AUTO LOGISTICS, INC.

Unaudited Pro Forma Condensed Combined Statement

of Operations and Comprehensive Income

Year Ended December 31, 2025

Proficient Auto

Logistics

Historical

H&A

Historical

H&A Canada

Historical

(Note 2)

Transaction

Accounting

Adjustments

Note

Pro Forma

Combined

Operating revenue

Revenue, before fuel surcharge

$ 396,627,459

$ -

$ 42,499,397

$ 325,131,197

(aa) (hh)

$ 764,258,053

Fuel surcharge and other reimbursements

25,887,757

6,885,792

18,017,265

(hh)

50,790,814

Other revenue

4,383,874

2,341,930

(hh)

6,725,804

Lease revenue

3,526,084

(80,990 )

(aa)

3,445,094

H&A Operating revenue

345,203,677

(345,203,677 )

Total operating revenue

430,425,174

345,203,677

49,385,189

205,725

825,219,765

Cost of sales

298,616,835

(298,616,835 )

(hh)

Operating expenses

Salaries, wages and benefits

85,242,607

10,380,196

99,655,778

(hh)

195,278,581

Stock-based compensation

5,527,316

Fuel and fuel taxes

25,757,819

4,449,199

25,803,619

(hh)

56,010,637

Purchased transportation

215,153,626

20,361,119

137,962,645

(aa) (hh)

373,477,390

Truck expenses

25,549,240

6,437,029

28,026,463

(hh)

60,012,732

Depreciation

29,526,381

2,097,296

8,983,048

(aa) (bb) (hh)

40,606,725

Intangible amortization

9,779,749

1,306,000

(cc)

11,085,749

Loss (gain) on sale of equipment

(257,864 )

(2,153,327 )

(26,540 )

(2,437,731 )

Goodwill and intangibles impairment

27,787,000

Insurance premiums and claims

24,205,671

2,047,129

19,511,262

(hh)

45,764,062

General, selling, and other operating expenses

17,488,511

39,441,417

1,352,286

(22,591,830 )

(aa) (hh)

35,690,384

Total operating expenses

465,760,056

37,288,090

47,097,714

298,656,985

848,802,845

Operating (loss) income

(35,334,882 )

9,298,752

2,287,475

165,575

(23,583,080 )

Other income and (expense)

Interest expense

(6,588,973 )

(3,728,335 )

(566,017 )

(5,551,591 )

(aa) (dd) (ee) (hh)

(16,434,916 )

Acquisition costs

(438,514 )

(4,405,997 )

(ff)

(4,844,511 )

Adjustment of earn out contingency

Restructuring costs

(1,243,171 )

Interest income

541,893

(278,932 )

(hh)

262,961

Other income, net

364,326

1,491,830

(24,049 )

(2,990,280 )

(aa) (ff) (hh)

(1,158,173 )

Total other income (expense), net

(7,906,332 )

(1,694,612 )

(590,066 )

(13,226,800 )

(23,417,810 )

(Loss) income before income taxes

(43,241,214 )

7,604,140

1,697,409

(13,061,225 )

(47,000,890 )

Income tax (benefit) expense

(7,221,648 )

(254,484 )

427,104

(1,707,248 )

(gg) (hh)

(8,756,276 )

Net (loss) income

(36,019,566 )

7,858,624

1,270,305

(11,353,977 )

(38,244,614 )

Less: Net income attributable to noncontrolling interest

1,009,347

(1,009,347 )

(hh)

Net (loss) income attributable to Proficient Auto Logistics, Inc.

(36,019,566 )

6,849,277

1,270,305

(10,344,630 )

(38,244,614 )

Other comprehensive (loss) income - foreign currency translation (MCL)

164,781

(164,781 )

(hh)

Comprehensive (loss) income

(36,019,566 )

7,858,624

1,435,086

(11,518,758 )

(38,244,614 )

Less: Comprehensive income attributable to noncontrolling interest

1,009,347

(1,009,347 )

(hh)

Comprehensive (loss) income attributable to Proficient Auto Logistics, Inc.

$ (36,019,566 )

$ 6,849,277

$ 1,435,086

$ (10,509,411 )

$ (38,244,614 )

Net (loss) income per share - basic and diluted

$ (1.31 )

$ (1.37 )

Weighted average shares - basic and diluted

27,578,622

421,354

(ii)

27,999,976

See accompanying notes to the unaudited pro

forma condensed combined financial information.

PROFICIENT AUTO LOGISTICS, INC.

Unaudited Pro Forma Condensed Combined Statement

of Operations and Comprehensive Income

Six Months Ended June 30, 2026

Proficient Auto

Logistics

Historical

H&A

Historical

H&A Canada

Historical

(Note 2)

Transaction

Accounting

Adjustments

Note

Pro Forma

Combined

Operating revenue

Revenue, before fuel surcharge

$ 182,212,564

$ 148,583,132

$ 22,681,519

$ (1,936,800 )

(aa) (hh)

$ 351,540,415

Fuel surcharge and other reimbursements

16,916,037

11,800,712

4,582,939

850,926

(hh)

34,150,614

Other revenue

1,910,732

866,535

(hh)

2,777,267

Lease revenue

2,050,121

(41,048 )

(aa)

2,009,073

Total operating revenue

203,089,454

160,383,844

27,264,458

(260,387 )

390,477,369

Cost of sales

140,627,114

(140,627,114 )

(hh)

Operating expenses

Salaries, wages and benefits

42,970,439

5,721,814

50,227,693

(hh)

98,919,946

Stock-based compensation

2,698,330

Fuel and fuel taxes

15,813,808

2,664,918

16,707,595

(hh)

35,186,321

Purchased transportation

97,598,053

12,318,647

59,290,485

(aa) (hh)

169,207,185

Truck expenses

14,255,346

3,044,229

10,733,876

(hh)

28,033,451

Depreciation

14,778,246

1,058,541

3,971,204

(bb) (hh)

19,807,991

Intangible amortization

4,829,504

653,000

(cc)

5,482,504

Loss (gain) on sale of equipment

41,047

(1,675,405 )

(1,634,358 )

Goodwill and intangibles impairment

Insurance premiums and claims

11,378,951

1,022,179

9,038,483

(hh)

21,439,613

General, selling, and other operating expenses

8,895,315

18,710,304

964,209

(11,613,310 )

(aa) (hh)

16,956,518

Total operating expenses

213,259,039

17,034,899

26,794,537

139,009,026

396,097,501

Operating (loss) income

(10,169,585 )

2,721,831

469,921

1,357,701

(5,620,132 )

Other income and (expense)

Interest expense

(2,829,067 )

(2,173,830 )

(347,877 )

(2,479,981 )

(aa) (dd) (ee) (hh)

(7,830,755 )

Acquisition costs

(23,736 )

Adjustment of earn out contingency

Restructuring costs

Interest income

215,008

(88,165 )

(hh)

126,843

Other income, net

14,738

1,607,209

(521 )

(2,453,895 )

(aa) (hh)

(832,469 )

Total other income (expense), net

(2,838,065 )

(351,613 )

(348,398 )

(5,022,041 )

(8,560,117 )

(Loss) income before income taxes

(13,007,650 )

2,370,218

121,523

(3,664,340 )

(14,180,249 )

Income tax (benefit) expense

(2,622,101 )

291,179

66,821

(329,881 )

(gg)

(2,593,982 )

Net (loss) income

(10,385,549 )

2,079,039

54,702

(3,334,459 )

(11,586,267 )

Less: Net income attributable to noncontrolling interest

361,176

(361,176 )

(hh)

Net (loss) income attributable to Proficient Auto Logistics, Inc.

(10,385,549 )

1,717,863

54,702

(2,973,283 )

(11,586,267 )

Other comprehensive (loss) income - foreign currency translation (MCL)

(137,244 )

137,244

(hh)

Comprehensive (loss) income

(10,385,549 )

2,079,039

(82,542 )

(3,197,215 )

(11,586,267 )

Less: Comprehensive income attributable to noncontrolling interest

361,176

(361,176 )

(hh)

Comprehensive (loss) income attributable to Proficient Auto Logistics, Inc.

$ (10,385,549 )

$ 1,717,863

$ (82,542 )

$ (2,836,039 )

$ (11,586,267 )

Net (loss) income per share - basic and diluted

$ (0.37 )

$ (0.41 )

Weighted average shares - basic and diluted

27,876,507

421,354

(ii)

28,297,861

See accompanying notes to the unaudited pro

forma condensed combined financial information.

Notes to Unaudited Pro Forma Condensed Combined

Financial Information

Note 1 - Description of the Transaction

On August 13, 2026 (the “Closing Date”),

Proficient Auto Logistics, Inc. (“PAL” or the “Company”), through its wholly owned subsidiaries Proficient Services,

Inc. (“US Buyer”) and H&A CN Acquisition, Ltd. (“Canada Buyer” and, together with US Buyer, the “Buyers”),

completed the acquisition (the “Acquisition”) of all of the issued and outstanding equity interests of Hansen & Adkins

Auto Transport, LLC (“H&A Auto Transport”), Hansen & Adkins Auto Logistics, LLC (“H&A Auto Logistics”),

Royal Truck Leasing, LLC (“Royal”) and Hansen & Adkins Canada Ltd. (“H&A Canada”) pursuant to the Equity

Purchase Agreement, dated as of August 10, 2026 (the “Purchase Agreement”), by and among the Buyers, Steven Hansen, Louie

Adkins, Hansen & Adkins, Inc., Royal Holdco, LLC, The Steven Hansen Separate Property Trust and The Louie Adkins 2024 Trust (collectively,

the “Sellers”), and Steven Hansen, in his capacity as seller representative (the “Seller Representative”).

H&A Auto Transport, H&A Auto Logistics

and Royal are referred to collectively as “H&A.” Upon completion of the Acquisition, MCL McGill Carriers Ltd. (“MCL”)

became a subsidiary of H&A Canada. For purposes of the unaudited pro forma condensed combined financial information, MCL’s historical

financial information is presented under the caption “H&A Canada.” H&A and H&A Canada are referred to collectively

as the “acquired businesses.” US Buyer acquired the H&A interests—H&A Auto Transport and H&A Auto Logistics

having converted from California corporations to California limited liability companies before the Acquisition and Canada Buyer acquired

the shares of H&A Canada. For U.S. federal income tax purposes, the purchase of the H&A interests is treated as a purchase of

assets, with the acquired tax bases stepped up to allocated purchase price, while the purchase of H&A Canada is treated as a purchase

of shares, with MCL’s historical tax bases carrying over.

The $130.0 million base purchase price under the Purchase Agreement

was adjusted for a net working capital adjustment of $0.1 million, increased by estimated closing cash of $6.1 million and reduced by

estimated closing indebtedness of $72.8 million and estimated transaction expenses of $1.9 million, resulting in an estimated equity purchase

price of $62.8 million. For purchase-accounting purposes, preliminary consideration transferred was $62.8 million, consisting of $60.5

million of cash consideration and $2.2 million representing the fair value of 421,354 shares of PAL common stock measured at the acquisition

date (which is the Closing Date). Because the Acquisition closed earlier on the Closing Date, the closing price of PAL common stock the

day prior to the Closing Date was used. The difference between the estimated equity purchase price and preliminary consideration transferred

primarily relates to the transaction expenses and the Seller-directed payoff paid by PAL on behalf of the Sellers, which reduced the estimated

equity purchase price but are included in consideration transferred, and to the acquisition-date fair value measurement of the common

stock issued as consideration. The components of consideration transferred and the preliminary purchase price allocation are presented

in Note 3.

The estimated closing purchase price is subject

to a customary post-closing true-up under the Purchase Agreement, based on a final closing statement (the “Final Closing Statement”)

to be delivered within 90 days after the Closing Date, with any amount owed to the Buyers recoverable first from the $2.0 million adjustment

escrow. In addition, the Sellers are entitled to additional contingent consideration (the “Earnout”) of up to $22.1 million

if the acquired businesses’ 2026 earnings before interest, taxes, depreciation, and amortization (“EBITDA”) exceeds

specified thresholds, of which up to $2.0 million is payable in shares of PAL common stock and the remainder in cash. No amount has been

assigned to the Earnout in preliminary consideration transferred.

Contemporaneous with the closing of the Acquisition, PAL completed

the issuance of $75.0 million aggregate principal amount of 5.500% Convertible Notes due 2033 (the “Convertible Notes”) and

$82.0 million of borrowings under the M&T equipment financing agreement (the “M&T Credit Agreement”). In connection

with the issuance of the Convertible Notes, PAL also entered into capped call transactions (the “Capped Calls” and, together

with the issuance of the Convertible Notes and the M&T Credit Agreement borrowings, the “Financing Transactions”). The

Convertible Notes bear interest at 5.500% per annum, payable semi-annually, and are convertible at an initial conversion rate of 153.7870

shares of PAL common stock per $1,000 principal amount (an initial conversion price of approximately $6.50 per share), with PAL electing

to settle conversions in cash, shares or a combination. Concurrently with the issuance of the Convertible Notes, PAL paid $9.2 million

for the Capped Calls intended to reduce potential dilution upon conversion of the Convertible Notes. The pro forma effects of the Financing

Transactions on interest expense are described in Note 5.

The Acquisition has been accounted for as a business

combination under the acquisition method of accounting in Accounting Standards Codification (“ASC”) Topic 805, Business Combinations,

with PAL as the accounting acquirer. The Convertible Notes are accounted for as a single liability measured at amortized cost under ASC

470-20, and the Capped Calls are classified in stockholders’ equity under ASC 815-40.

Note 2 - Basis of Presentation

The unaudited pro forma condensed combined financial

information has been prepared in accordance with Article 11 of Regulation S-X and reflects transaction accounting adjustments (“Transaction

Accounting Adjustments”) as defined in Rule 11-02(a)(6)(i) of Regulation S-X, which depict the accounting for the Acquisition and

the Financing Transactions required by accounting principles generally accepted in the United States (“U.S. GAAP”). Autonomous

Entity Adjustments under Rule 11-02(a)(6)(hh) are not applicable because the Acquisition does not affect PAL’s status as an autonomous

entity. Management’s Adjustments under Rule 11-02(a)(7) have not been presented; accordingly, the unaudited pro forma condensed

combined financial information reflects only the Transaction Accounting Adjustments necessary to present the pro forma effect of the Acquisition.

The Acquisition was consummated on the Closing

Date. The pro forma condensed combined balance sheet is presented as of June 30, 2026 and gives effect to the Acquisition and the Financing

Transactions as if they had been consummated on that date. The pro forma condensed combined statements of operations for the year ended

December 31, 2025 and the six months ended June 30, 2026 give effect to the Acquisition and the Financing Transactions as if they had

been consummated on January 1, 2025. Transaction Accounting Adjustments that are nonrecurring are accordingly reflected only in the year

ended December 31, 2025 and are not repeated in the interim period presented; see Note 6.

The preliminary allocation of consideration transferred

in Note 3 is based on the consideration transferred and the estimated fair values of the assets acquired and liabilities assumed, based

on balances as of June 30, 2026 that have not yet been updated to the Closing Date. The pro forma condensed combined balance sheet uses

H&A’s and MCL’s historical balance sheets as of June 30, 2026 as the starting point. Consequently, goodwill in the pro

forma condensed combined balance sheet equals the amount in the preliminary purchase price allocation in Note 3. Goodwill as finally determined

is expected to differ by the change in H&A’s and MCL’s net assets between June 30, 2026 and the Closing Date, comprising

their results of operations for that period, distributions to the Sellers (other than the pre-closing distribution of excluded assets

reflected in adjustment (e)) and the difference between the acquired businesses’ indebtedness at June 30, 2026 and at the Closing

Date. PAL will update the allocation in Note 3 for Closing Date balances, and the goodwill that PAL recognizes in its consolidated financial

statements may differ materially from the amount presented in Note 3. The historical balance sheets of H&A as of June 30, 2026 include

certain assets that were distributed to the Sellers or otherwise excluded from the Acquisition before the Closing Date. The Transaction

Accounting Adjustments eliminate those assets from the pro forma condensed combined balance sheet, with the corresponding effect reflected

in accumulated deficit as a pre-closing distribution to the Sellers, with no effect on goodwill, because the assets were not included

in the net assets acquired.

H&A historical financial information:

H&A’s historical financial information was derived from the consolidated financial statements of Hansen & Adkins, Inc. and

Subsidiaries, which include H&A Auto Transport, H&A Auto Logistics and Royal, which Hansen & Adkins, Inc. consolidates as

a variable interest entity of which it is the primary beneficiary, with the equity of Royal presented as a noncontrolling interest in

H&A’s historical financial statements. Hansen & Adkins, Inc. was a Seller and was not acquired. Intercompany balances and

transactions among H&A, including truck rent charged by Royal to H&A Auto Transport, are eliminated in H&A’s historical

consolidated financial statements. Because PAL acquired all of the equity interests of Royal, the noncontrolling interest in H&A’s

historical financial statements is eliminated in adjustment (k), and H&A’s historical net income is presented including the

amounts attributable to the noncontrolling interest. Hansen & Adkins, Inc. elected to be taxed as an S corporation, and Royal is a

limited liability company taxed as a partnership; accordingly, H&A’s historical income tax expense consists principally of state

taxes. Following the Acquisition, Royal is a wholly owned subsidiary of PAL and is not expected to be a variable interest entity.

MCL historical financial information: MCL’s

historical financial information was derived from the audited financial statements of MCL as of and for the year ended December 31, 2025

and the unaudited condensed financial statements as of and for the six months ended June 30, 2026, included as Exhibits 99.5 and 99.6

which are prepared in accordance with U.S. GAAP and presented in U.S. dollars.

Accounting policies and presentation: Management

performed a preliminary review of H&A’s and MCL’s financial statement presentation and significant accounting policies.

Certain reclassifications were made to conform H&A’s and MCL’s historical presentation to PAL’s, including the presentation

of revenue, cost of sales, interest income, other income and certain balance sheet captions.

PAL is continuing its review of H&A’s

and MCL’s accounting policies and presentation and may identify additional differences that, when conformed, could have a material

effect on PAL’s consolidated financial statements.

Except as described in the adjustments below,

the carrying amounts of H&A’s and MCL’s current assets and current liabilities are assumed to approximate their acquisition-date fair

values due to their short-term nature. Accrued claims liabilities, including the noncurrent portion, are reflected at their historical

carrying amounts, which are also assumed to approximate fair value.

Note 3 - Preliminary Consideration Transferred

and Purchase Price Allocation

The following table summarizes the preliminary

consideration transferred at the acquisition date and how each component was measured.

Purchase Consideration

(amounts in million)

Cash paid to the Sellers at closing (1)

$ 56.1

Cash deposited in the adjustment escrow (2)

2.0

Cash paid to the Seller Representative expense fund (3)

0.5

Transaction expenses of the acquired businesses paid by PAL on behalf of the acquired businesses (4)

1.9

Net working capital adjustment

0.1

Fair value of 421,354 shares of PAL common stock issued at closing (5)

2.2

Estimated fair value of contingent consideration (Earnout) (6)

—

Total consideration transferred

$ 62.8

Amounts may not sum due to rounding.

(1) Cash

paid to Sellers at closing.

(2) Held by the escrow agent to secure any post-closing purchase

price adjustment in the Buyers’ favor and released to the Sellers to the extent not required. Release depends on facts and circumstances

existing at the Closing Date; accordingly, the adjustment escrow is not contingent consideration.

(3) Treated under Section 6.07(e) of the Purchase Agreement as consideration

paid to the Sellers.

(4) Transaction expenses deducted in determining the estimated closing

purchase price included $0.94 million of legal, accounting and seller-related insurance costs, and $1.0 million of change in control

payments to employees, including the employer portion of payroll taxes. PAL paid the legal, accounting and insurance costs and repaid

the term loan at closing. The loan was not an obligation of the acquired businesses, and PAL’s payment on behalf of the Sellers

is included in consideration transferred. The change in control payments were made through the acquired businesses’ payroll, were

reimbursed by PAL at closing and are included in consideration transferred. A separate note receivable from the same Seller affiliate

was distributed to the Sellers before closing and excluded from the acquired assets (see adjustment (e)).

(5) Measured at PAL’s closing price of $5.33 per share on

August 12, 2026. The number of shares was determined using a volume-weighted average price of $7.12 over the 20 trading days ending three

days before the issuance date, as defined in the Purchase Agreement. No discount was applied for the lock-up restrictions on sale of

the shares, because a contractual restriction on the sale of an equity security is not a characteristic of the security and therefore

is not considered in measuring fair value.

(6) See “Contingent consideration” below.

Contingent consideration: The Purchase

Agreement provides for contingent consideration of up to $22.1 million, based on the acquired businesses’ 2026 EBITDA, as defined.

The Earnout is payable in cash, except that up to $2.0 million of the portion payable to one Seller is payable in a variable number of

shares of PAL common stock and is classified as a liability. Based on the acquired businesses’ results through the acquisition date

and projected results for the remainder of 2026, PAL estimated the preliminary acquisition-date fair value of the Earnout to be $0, and

accordingly no Earnout liability has been reflected in the pro forma condensed combined balance sheet. This estimate is preliminary and

may change as PAL completes its valuation.

To the extent subsequent changes in the fair value

of the Earnout result from new information about facts and circumstances that existed at the acquisition date, the changes will be recognized

as measurement-period adjustments to the provisional amounts, with a corresponding adjustment to goodwill. Changes resulting from events

or circumstances arising after the acquisition date will be recognized in earnings in accordance with applicable U.S. GAAP. Accordingly,

no impact has been reflected in the unaudited pro forma condensed combined statements of operations.

Amounts not included in consideration transferred:

PAL’s acquisition-related costs, including the Buyers’ 50% share of the representations and warranties insurance cost of $0.2

million, financial advisory, legal, accounting and valuation fees and prepayment penalties of $0.5 million on indebtedness that PAL elected

to repay (in addition to $0.5 million of prepayment penalties on loans in default that are included in the preliminary purchase price

allocation; see adjustment (d)), are expensed as incurred and are not included in consideration transferred; see adjustments (c), (i)

and (ff). Costs of issuing the Convertible Notes are recognized as a reduction of the carrying amount of the Convertible Notes; see adjustment

(c).

Preliminary purchase price allocation:

The preliminary allocation of the total consideration transferred to the assets acquired and liabilities assumed, measured at estimated

acquisition-date fair value except where another measurement basis is required by ASC 805, is as follows: