AIOT / PowerFleet, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-Q ————————— (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Slide presentation, dated August 11, 2025.

Exhibit 99.2

, 2025, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

Exhibit 10.1 To: POWERFLEET, INC 123 Tice Boulevard Woodcliff Lake, NJ 07677 United States of America Email Address: [email protected] For the attention of: Chief Executive Officer 8 July, 2025 Dear Sirs, USD85,000,000 TERM LOAN FACILITY AGREEMENT DATED 7 MARCH, 2024, AS AMENDED FROM TIME TO TIME (the Facility Agreement) THIRD AMENDMENT LETTER AGREEMENT 1.BACKGROUND 1.1The Parties previously en

Powerfleet Drives SaaS Flywheel in Q1 FY2026: 6% Sequential Services Growth, Margin Expansion, and Strong Progress Towards Achieving its EBITDA Expansion Targets Quarterly services revenue jumped by 6% sequentially to $86.5 million, increasing from $

Exhibit 99.1 Powerfleet Drives SaaS Flywheel in Q1 FY2026: 6% Sequential Services Growth, Margin Expansion, and Strong Progress Towards Achieving its EBITDA Expansion Targets Quarterly services revenue jumped by 6% sequentially to $86.5 million, increasing from $81.8 million in Q4’25. Total revenue grew by 38% year-over-year to $104.1million driven by strength in services revenue, which increased

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 11, 2025 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 11, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

Conflict Minerals Report of Powerfleet, Inc. as required by Items 1.01 and 1.02 of this Report.

Exhibit 1.01 Conflict Minerals Report of Powerfleet, Inc. For the Year Ended December 31, 2024 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Powerfleet, Inc. (herein referred to as the “Company,” “Powerfleet,” “us,” “our” or “we”) for the year ended December 31, 2024 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 001-39080 83-4366463 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677 (Address of p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 001-39080 A. Full title of the plan and addre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-K ————————— (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-390

Letter, dated November 8, 2024 between Powerfleet

Exhibit 10.6 November 8, 2024 Michael Powell Dear Michael, On behalf of Powerfleet, Inc., I am pleased to confirm our offer for full-time employment as Chief Innovation Officer, reporting to Steve Towe, Chief Executive Officer. Your start date will be mutually determined. You will receive a semi-monthly salary of $16,041.67, which is equivalent to $385,000 on an annual basis. You will be eligible

nsider Trading Policy.*

Exhibit 19.1 POWERFLEET, INC. STATEMENT OF COMPANY POLICY ON INSIDER TRADING Introduction It is illegal for any person, either personally or on behalf of others, to trade in securities on the basis of material, nonpublic information. It is also illegal to communicate or “tip” material, nonpublic information to others who may trade in securities on the basis of that information. These illegal activ

Amendment No. 2, effective as of May 27, 2025, to the amended Facilities Agreement, dated May 9, 2025, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

Exhibit 10.10.3 To: POWERFLEET, INC 123 Tice Boulevard Woodcliff Lake, NJ 07677 United States of America Email Address: [email protected] For the attention of: Chief Executive Officer 27 May 2025 Dear Sirs, USD85,000,000 TERM LOAN FACILITY AGREEMENT DATED 7 MARCH, 2024 (the Facility Agreement) SECOND AMENDMENT LETTER AGREEMENT 1.Background 1.1.The Parties previously entered into the Facility Ag

Offer Letter, dated June 1, 2025 between Powerfleet

Exhibit 10.7 Powerfleet Ltd· 10 St. Ann Street· Salisbury SP1 2DN· UK 1 Jun 2025 Private & Confidential Dear Melissa, Promotion and Change of Title I am pleased to confirm your promotion to the position of Chief Corporate Development Officer, effective 1 April 2024. This promotion reflects your significant contributions to the organization and your ongoing commitment to our strategic goals. In you

Facility Agreement, dated September 27, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division)

Exhibit 10.12.2 To: POWERFLEET, INC 123 Tice Boulevard Woodcliff Lake, NJ 07677 United States of America Email Address: [email protected] For the attention of: Chief Executive Officer 27 May 2025 Dear Sirs, USD125,000,000 TERM LOAN FACILITY AGREEMENT, DATED 27 SEPTEMBER 2024 (the Facility Agreement) AMENDMENT LETTER AGREEMENT 1.Background 1.1.The Parties previously entered into the Facility Agr

, 2025, to the Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (filed herewith).

Exhibit 10.10.2 To: POWERFLEET, INC 123 Tice Boulevard Woodcliff Lake, NJ 07677 United States of America Email Address: [email protected] For the attention of: Chief Executive Officer 9 May 2025 Dear Sirs, USD85,000,000 TERM LOAN FACILITY AGREEMENT DATED 7 MARCH, 2024 (the Facility Agreement) AMENDMENT LETTER AGREEMENT 1.Background 1.1.The Parties previously entered into the Facility Agreement.

List of Subsidiaries.*

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization / Incorporation Asset Intelligence, LLC Delaware I.D. Systems, Inc. Delaware Keytroller, LLC Delaware Main Street 2000 Pty Ltd South Africa MiX Telematics Pty Ltd (formerly known as MiX Telematics Limited) South Africa MiX Telematics Africa Pty Ltd South Africa MiX Telematics Australasia Pty Ltd Australia MiX Telematics East Afric

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

Slide presentation, dated June 16, 2025.

Exhibit 99.2

Powerfleet Reports Annual FY2025 Results: A Breakout Year of Strategic Transformation and Scaled Growth Total revenue growth for fiscal 2025 of 26% to $362.5 million, with ~75% SaaS recurring revenue. Annual adjusted EBITDA climbed 65% year-over-year

Exhibit 99.1 Powerfleet Reports Annual FY2025 Results: A Breakout Year of Strategic Transformation and Scaled Growth Total revenue growth for fiscal 2025 of 26% to $362.5 million, with ~75% SaaS recurring revenue. Annual adjusted EBITDA climbed 65% year-over-year to $71 million, with adjusted EBITDA margin expanding 500 basis points to 20%. Q4 total revenue increased 42% year-over-year to $103.6 m

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 16, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2025 POWERFLEET, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 31, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amendment to Severance Agreement, dated May 31, 2025, between Powerfleet, Inc. and Steve Towe.

Exhibit 10.1 SECOND AMENDMENT TO SEVERANCE AGREEMENT THIS SECOND AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into effective as of May 31, 2025 (the “Amendment Effective Date”), by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Steve Towe (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company and Executive entered int

Powerfleet Provides Business Update Ahead of Upcoming Craig-Hallum and William Blair Conferences Shares Preliminary Fiscal Year 2025 Results and Updated Fiscal 2026 Outlook Fourth Quarter Fiscal 2025 Conference Call Set for Monday, June 16, 2025

Exhibit 99.1 Powerfleet Provides Business Update Ahead of Upcoming Craig-Hallum and William Blair Conferences Shares Preliminary Fiscal Year 2025 Results and Updated Fiscal 2026 Outlook Fourth Quarter Fiscal 2025 Conference Call Set for Monday, June 16, 2025 WOODCLIFF LAKE, NJ – May 23, 2025 – In advance of its participation in the 22nd Annual Craig-Hallum Institutional Investor Conference (May 28

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2025 POWERFLEET, INC. (Ex

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 23, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Numb

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements.

EX-99.2

EX-99.2 3 ex992.htm EXHIBIT 99.2 Exhibit 2 Trade Date Transaction Type Fund Quantity Price 2/14/2025 Buy Reporting Person 1 3,725 8.05 2/14/2025 Buy Reporting Person 1 2,800 8.05 2/14/2025 Buy Reporting Person 1 5,000 8.05 2/14/2025 Buy Reporting Person 1 5,000 8.04 2/14/2025 Buy Reporting Person 1 7,750 8.02 2/14/2025 Buy Reporting Person 1 5,000 8.01 2/14/2025 Buy Reporting Person 1 7,000 8.06 2

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 10, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

Powerfleet Reports Third Quarter 2025 Financial Results Q3 revenue rises to $106 million, an increase of 45% year-over-year, with service revenue representing 77% of total revenue Adjusted EBITDA climbs to $22 million, an increase of 77%, driving an

Exhibit 99.1 Powerfleet Reports Third Quarter 2025 Financial Results Q3 revenue rises to $106 million, an increase of 45% year-over-year, with service revenue representing 77% of total revenue Adjusted EBITDA climbs to $22 million, an increase of 77%, driving an annual run rate surpassing $85 million— doubling 2024 adjusted EBITDA FY25 full year guidance increased $10 million for revenue and $2.5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-Q ————————— (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2025 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

Powerfleet Appoints Digital Transformation Expert Mike Powell as Chief Innovation Officer

Exhibit 99.1 Powerfleet Appoints Digital Transformation Expert Mike Powell as Chief Innovation Officer WOODCLIFF LAKE, NJ – January 7, 2025 – Powerfleet, Inc. (Nasdaq: AIOT), a global AIoT leader, announces Mike Powell as Chief Innovation Officer (CINO), effective immediately. Powell brings extensive expertise in organizations generating annual revenues in excess of $1 billion, covering the landsc

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

Amendment No. 1, effective as of December 30, 2024, to the Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 3, 2025).†

Exhibit 10.1 Amendment No. 1 to the A&R Credit Agreement This Amendment to the Credit Agreement, as defined below (the “Amendment”) is made and entered into as of December 30, 2024, by and among, Powerfleet Israel Ltd. (registration no. 51-598400-3), Pointer Telocation Ltd. (registration no. 52-004147-6) (collectively, the “Borrowers”) and Bank Hapoalim B.M. (the “Lender”). Whereas On 18 March, 20

24,285,714 Shares of Common Stock

PROSPECTUS Filed Pursuant to Rule 424(b)(3) Registration No. 333-283536 24,285,714 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholders identified in this prospectus under the heading “Selling Stockholders” of an aggregate of up to 24,285,714 shares of common stock of Powerfleet, Inc. The shares of our common stock were issued by us to the sell

Financial Statements and Exhibits

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): October 1, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

123 Tice Boulevard Woodcliff Lake, New Jersey 07677

December 17, 2024 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Eranga Dias Division of Corporation Finance Office of Manufacturing Re: Powerfleet, Inc. Registration Statement on Form S-1 File No. 333-283536 Ladies and Gentlemen: On behalf of Powerfleet, Inc. (the “Company”), we enclose the Company’s request for acceleration of the

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION On October 1, 2024 (the “Acquisition Date”), Powerfleet, Inc. (“Powerfleet” or the “Company”) and Powerfleet Canada Holdings Inc., a wholly owned subsidiary of the Company (“Canadian SPV” and, together with the Company, the “Purchasers”), completed the acquisition of Fleet Complete (as defined below) contemplated by the Share Purchase

The notes are an integral part of these combined financial statements.

Exhibit 99.1 Contents Independent Auditor’s Report 3 Complete Innovations Combined Balance Sheet 5 Complete Innovations Combined Statement of Operations and Deficit 6 Complete Innovations Combined Statement of Cash Flows 7 Complete Innovations Notes to the Combined Financial Statements 8 2 Independent Auditor’s Report To the Board of Directors of Complete Innovations Holdings Inc. & Complete Innov

The notes are an integral part of these combined financial statements.

Exhibit 99.2 Contents Complete Innovations Combined Balance Sheet (unaudited) 3 Complete Innovations Combined Statement of Operations and Deficit (unaudited) 4 Complete Innovations Combined Statement of Cash Flows (unaudited) 5 Complete Innovations Notes to the Combined Financial Statements (unaudited) 6 2 Complete Innovations Combined Balance Sheet (unaudited) (expressed in thousands of Canadian

As filed with the Securities and Exchange Commission on December 5, 2024

As filed with the Securities and Exchange Commission on December 5, 2024 Registration No.

As filed with the Securities and Exchange Commission on December 5, 2024

As filed with the Securities and Exchange Commission on December 5, 2024 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) Powerfleet, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common stock, par value $0.01 per

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Powerfleet, Inc.

As filed with the Securities and Exchange Commission on November 29, 2024

As filed with the Securities and Exchange Commission on November 29, 2024 Registration No.

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization / Incorporation 1001020321 Ontario Inc. Canada Asset Intelligence, LLC Delaware Centro de Solunciones Inalambricas S.A. de C.V. Mexico Complete Innovations Corp. Delaware Complete Innovations AE Greece Complete Innovations Holdings Inc. Canada Complete Innovations USA, Inc. Delaware Fleet Complete Cooperatief U.A. Netherlands Flee

AIOT / PowerFleet, Inc. / Lynrock Lake LP Passive Investment

SC 13G/A 1 formsc13gapowerfleetinc.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerFleet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73931J109 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Check the

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d888087dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated November 14, 2024 in connection with their beneficial ownership of PowerFleet, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which th

to Schedule 13G

EX-99.I 2 d888087dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

AIOT / PowerFleet, Inc. / AMERIPRISE FINANCIAL INC - SC 13G/A Passive Investment

SC 13G/A 1 d888087dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Amendment #1 Under the Securities and Exchange Act of 1934 PowerFleet, Inc (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursua

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-Q ————————— (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Num

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 12, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

Powerfleet Reports Second Quarter 2025 Financial Results Q2 FY25 revenue up 7%, to $77.0 million, and Adjusted EBITDA up +41%, to $14.5 million year-over-year, demonstrating continued strong execution of the immediate business objectives post-MiX com

Exhibit 99.1 Powerfleet Reports Second Quarter 2025 Financial Results Q2 FY25 revenue up 7%, to $77.0 million, and Adjusted EBITDA up +41%, to $14.5 million year-over-year, demonstrating continued strong execution of the immediate business objectives post-MiX combination. First half FY25 results exceeded expectations with revenue up 9%, to $152.4 million and Adjusted EBITDA up 46% year-over -year,

AIOT / PowerFleet, Inc. / NORTH RUN CAPITAL, LP Passive Investment

SC 13G/A 1 formsc13ga-powerfleet.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 4) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PowerFleet, Inc. (Name of Issuer) Common Stock, $0.01 par value (T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 POWERFLEET, IN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 27, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission Fil

Powerfleet Closes Strategic Acquisition of Fleet Complete Acquisition Expected to Create a $400m+ Revenue Company, Including $300m+ of Recurring SaaS Revenue, $85m EBITDA, and Significant Expansion Opportunities

Exhibit 99.1 Powerfleet Closes Strategic Acquisition of Fleet Complete Acquisition Expected to Create a $400m+ Revenue Company, Including $300m+ of Recurring SaaS Revenue, $85m EBITDA, and Significant Expansion Opportunities WOODCLIFF LAKE, NJ – October 1, 2024 – Powerfleet, Inc. (Nasdaq: AIOT) has successfully closed the previously announced acquisition of Fleet Complete, a prominent player in co

Amending Agreement No. 1 (Share Purchase Agreement), dated October 1, 2024, by and between Powerfleet, Inc. and Powerfleet Canada Holdings Inc. and Golden Eagle Topco, LP (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).†

Exhibit 2.2 AMENDING AGREEMENT NO. 1 (SHARE PURCHASE AGREEMENT) THIS AMENDING AGREEMENT NO. 1 (SHARE PURCHASE AGREEMENT) (this “Amending Agreement”) is made effective as of the 1st day of October, 2024 (the “Effective Date”). BETWEEN: GOLDEN EAGLE TOPCO, LP, a limited partnership formed under the laws of the Province of Ontario (“Golden Eagle LP”) - and - POWERFLEET, INC., a corporation formed und

Facility Agreement, dated September 27, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).†+

Exhibit 10.1 Facility Agreement Dated 27 SEPTEMBER, 2024 USD125,000,000 TERM Loan Facility for POWERFLEET, Inc arranged by FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as mandated lead arranger) with FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as facility agent) and FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as

Registration Rights Agreement, dated October 1, 2024, by and between Powerfleet, Inc. and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).†

Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of October 1, 2024 (the “Agreement Date”), by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and Ontario Teachers’ Pension Plan Board (the “Investor”). WHEREAS, the Company has entered into a Share Purchase Agreement, dated as of September 18, 2024 (th

Investor presentation, dated September 18, 2024.

Exhibit 99.1

Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 18, 2024).

Exhibit 10.1 SUBSCRIPTION AGREEMENT THIS SUBSCRIPTION AGREEMENT, dated September 18, 2024 (this “Agreement”), is being entered into by and between Powerfleet, Inc., a Delaware corporation (the “Company”), and the purchasers whose name and address is set forth on the signature page hereof (each, a “Purchaser” and collectively, the “Purchasers”), in connection with the Transaction (as defined below)

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission Fil

Powerfleet Announces Strategic Acquisition of Fleet Complete Expected to Create Industry Powerhouse with Total Revenue Anticipated to Exceed $400 Million Including $300+ Million of Recurring High Margin SaaS Revenue Highly Accretive with $200 Million

Exhibit 99.2 Powerfleet Announces Strategic Acquisition of Fleet Complete Expected to Create Industry Powerhouse with Total Revenue Anticipated to Exceed $400 Million Including $300+ Million of Recurring High Margin SaaS Revenue Highly Accretive with $200 Million Transaction Value Representing 8x Pre-Synergy and 5x Post-Synergy Adjusted EBITDA Acquisition Strengthens Powerfleet’s North American Pr

Share Purchase Agreement, dated September 18, 2024, by and among Golden Eagle Topco, LP, the Other Shareholders Party Hereto, Powerfleet, Inc. and Powerfleet Canada Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 18, 2024).†

Exhibit 2.1 SHARE PURCHASE AGREEMENT among GOLDEN EAGLE TOPCO, LP and THE OTHER SHAREHOLDERS PARTY HERETO and POWERFLEET, INC. and POWERFLEET CANADA HOLDINGS INC. SEPTEMBER 18, 2024 TABLE OF CONTENTS Page Article 1 INTERPRETATION 2 1.1 Defined Terms. 2 1.2 Headings, etc. 25 1.3 Currency and Payment Obligations. 25 1.4 Time Reference. 25 1.5 Certain Expressions, Etc. 25 1.6 Knowledge. 25 1.7 Accoun

Powerfleet, Inc. 2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on September 17, 2024).*

Exhibit 10.1 POWERFLEET, INC. 2018 Incentive Plan Article 1 Establishment and Purpose 1.1 Establishment of the Plan. The Company has hereby established an incentive compensation plan as set forth in this document, as may be amended, supplemented, restated or otherwise modified from time to time. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 17, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission Fil

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————— FORM 10-Q ————————— (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

Credit Agreement, dated March 14, 2024, between MiX Telematics Proprietary Limited (formerly known as MiX Telematics Limited) and FirstRand Bank Limited acting through Rand Merchant Bank division (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Powerfleet, Inc., filed with the SEC on August 28, 2024).

Exhibit 10.1 Facility letter no: OM/01/Mix Telematics/2024 14 March 2024 The Directors Mix Telematics Limited Matrix Corner, Howick Close Waterfall Office Park Midrand South Africa 1682 Attention: Paul Dell and David Wilson Dear Sir/Madam FACILITY FIRSTRAND BANK LIMITED (Reg. No. 1929/001225/06) (acting through any of its business units or divisions) (the “Bank”), has pleasure in offering Mix Tele

Powerfleet Reports First Quarter 2025 Financial Results Focused execution following the business combination with MiX Telematics evidenced by annual revenue and AEBITDA growth of +10% and +50%, respectively Revenue Grows 10.2% annually to $75.4 milli

Exhibit 99.1 Powerfleet Reports First Quarter 2025 Financial Results Focused execution following the business combination with MiX Telematics evidenced by annual revenue and AEBITDA growth of +10% and +50%, respectively Revenue Grows 10.2% annually to $75.4 million, driven by unity ecosystem and safety-centric solutions Cost synergy traction with $8.7 million in annual run-rate savings secured by

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 22, 2024 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 22, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

Form 10-KT

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☐ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 ☒ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from January 1, 2024 to March 31, 2024 Commission file number: 001-39080 POWERFLEET, INC. (Exact name o

Powerfleet Announces Successful Resolution of SEC Comment Letter Involving Non-Cash Accounting Issue Sets First Quarter Fiscal 2025 Conference Call for Thursday, August 22, 2024, at 8:30 a.m. ET Expects to File Transition Report on Form 10-KT for the

Exhibit 99.1 Powerfleet Announces Successful Resolution of SEC Comment Letter Involving Non-Cash Accounting Issue Sets First Quarter Fiscal 2025 Conference Call for Thursday, August 22, 2024, at 8:30 a.m. ET Expects to File Transition Report on Form 10-KT for the transition period ended March 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 on or before August 23rd WO

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 19, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 15, 2024 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 15, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

Powerfleet Announces Receipt of Expected Delinquency Notification Letters from Nasdaq Relating to Non-Compliance with Nasdaq Listing Rule 5250(c)(1) Submitted response to previously announced SEC comment letter involving non-cash accounting issue; ta

Exhibit 99.1 Powerfleet Announces Receipt of Expected Delinquency Notification Letters from Nasdaq Relating to Non-Compliance with Nasdaq Listing Rule 5250(c)(1) Submitted response to previously announced SEC comment letter involving non-cash accounting issue; targeting to resolve matter within the month of August WOODCLIFF LAKE, N.J., August 16, 2024 - Powerfleet, Inc. (Nasdaq: AIOT) today announ

EMAIL: [email protected]

EMAIL: [email protected] DIRECT DIAL: 212.451.2294 August 12, 2024 VIA EDGAR AND ELECTRONIC MAIL Mindy Hooker Hugh West United States Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, N.E. Washington, D.C. 20549 Re: Powerfleet, Inc. Form 10-K for Fiscal Year Ended December 31, 2023 Amended Form 8-K Filed June 14, 2024 File No. 001-39080 Dear M

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

Powerfleet Announces Preliminary Financial Results for First Quarter of Fiscal 2025; Raises Fiscal 2025 Annual Guidance Outpaces Expectations with 10% Preliminary Pro Forma Annual Revenue Growth to Approximately $75 Million Subscriber Count Increases

Exhibit 99.1 Powerfleet Announces Preliminary Financial Results for First Quarter of Fiscal 2025; Raises Fiscal 2025 Annual Guidance Outpaces Expectations with 10% Preliminary Pro Forma Annual Revenue Growth to Approximately $75 Million Subscriber Count Increases Year-over-Year by 11% to 1.95 Million Cost Synergies and EBITDA Growth Outperform Expectations Due to Effective Integration Delays Q1 Fi

Results of Operations and Financial Condition, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 5, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Nu

Letter from Ernst & Young LLP (incorporated by reference to Exhibit 16.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on July 24, 2024).

Exhibit 16.1 July 24, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read Item 4.01 of Form 8-K dated July 24, 2024 of Powerfleet, Inc. (the “Company”) and are in agreement with the statements contained in the last sentence of the first paragraph and in paragraphs two through four under (a) Dismissal of Certifying Accountant on page 2 therein

Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: ☒ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on

Shareholder Director Nominations

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 9, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Numb

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 001-39080 A. Full title of the plan and addre

UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL INFORMATION Powerfleet (the “Company”) acquired the issued share capital of MiX Telematics Limited (“MiX Telematics”) on April 2, 2024 by issuing new shares of Powerfleet common stock to MiX shareholders at the ratio of 0.12762 shares of Powerfleet common stock for each MiX ordinary share (and 3.19056 shares of Powerfleet common stock for each Mi

Financial Statements and Exhibits

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): April 2, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File N

Conflict Minerals Report of Powerfleet, Inc. as required by Items 1.01 and 1.02 of this Report.

Exhibit 1.01 Conflict Minerals Report of Powerfleet, Inc. For the Year Ended December 31, 2023 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of Powerfleet, Inc. (herein referred to as the “Company,” “Powerfleet,” “us,” “our” or “we”) for the year ended December 31, 2023 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 001-39080 83-4366463 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677 (Address of p

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 28, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Numb

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 8, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-39080 POWERFLEET, IN

List of Subsidiaries (filed herewith).

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Organization / Incorporation Asset Intelligence, LLC Delaware I.D. Systems, Inc. Delaware Keytroller, LLC Delaware Main Street 2000 (PTY) Ltd. South Africa MiX Telematics Limited South Africa MiX Telematics Africa (PTY) Ltd. South Africa MiX Telematics Australasia (PTY) Ltd. Australia MiX Telematics East Africa Limited(1) Uganda MiX Telematics

Amendment to the Amended and Restated Certificate of Incorporation of Powerfleet, Inc. (incorporated by reference to Exhibit 3.1.2 to the Annual Report on Form 10-K of Powerfleet, Inc. filed with the SEC on May 9, 2024).

Exhibit 3.1.2 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF POWERFLEET, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware POWERFLEET, INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware (the “DGCL”), does hereby certify: 1. The name of the corporation is: Powerfleet, Inc

Exhibit 4.2

Exhibit 4.2 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 Powerfleet, Inc. (“Powerfleet” or the “Company”) has authority to issue 175,150,000 shares of capital stock, consisting of 175,000,000 shares of common stock, $0.01 par value per share (the “Common Stock”), and 150,000 shares of preferred stock, $0.01 par value per share,

Powerfleet Announces Change of Fiscal Year End Files 10-K for the Year Ended December 31, 2023 Reiterates Revenue and Adjusted EBITDA Guidance for Twelve Months Ended March 31, 2024

Exhibit 99.1 Powerfleet Announces Change of Fiscal Year End Files 10-K for the Year Ended December 31, 2023 Reiterates Revenue and Adjusted EBITDA Guidance for Twelve Months Ended March 31, 2024 WOODCLIFF LAKE, N.J., May 9, 2024 - Powerfleet, Inc. (Nasdaq: PWFL) today announced that its board of directors has determined to change its fiscal year end to March 31 from December 31, effective immediat

Employee Covenants Agreement, dated November 11, 2022, between Powerfleet, Inc. and David Wilson (incorporated by reference to Exhibit 10.5.2 to the Annual Report on Form 10-K of Powerfleet, Inc. filed with the SEC on May 9, 2024).*

Exhibit 10.5.2 Powerfleet, Inc. EMPLOYEE COVENANTS AGREEMENT THIS AGREEMENT is made and entered into this 11th day of November 2022 by and between POWERFLEET, INC. (“Powerfleet, Inc.”) and David Wilson (“Employee”). WITNESSETH: WHEREAS, Powerfleet, Inc. is engaged in a highly competitive business involving the development, design, manufacture and/or sale of tracking and monitoring products; and WH

Powerfleet, Inc. Clawback Policy (filed herewith).

Exhibit 97.1 POWERFLEET, INC. DODD-FRANK CLAWBACK POLICY The Board of Directors (the “Board”) of Powerfleet, Inc. (the “Company”) has adopted this clawback policy (this “Policy”) as a supplement to any other clawback policies in effect now or in the future at the Company to provide for the recovery of erroneously awarded Incentive-Based Compensation from Executive Officers. This Policy shall be in

PWFL / PowerFleet, Inc. / Private Capital Management, LLC Activist Investment

SC 13D 1 j56241sc13d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PowerFleet, Inc. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 73931J109 (CUSIP Number) Mr. Chad Atkins Private Capital Management, LLC 8889 Pelican Bay Boulevard, Suite 500 Naples, FL 34108 (239) 254-2500 (

Powerfleet Appoints Andrew Martin to Board of Directors

Exhibit 99.1 Powerfleet Appoints Andrew Martin to Board of Directors WOODCLIFF LAKE, N.J., April 30, 2024 - Powerfleet, Inc. (Nasdaq: PWFL) today announced that Andrew Martin of Private Capital Management, LLC (“PCM”), one of company’s largest shareholders, has joined its board of directors as an independent member of the board. Mr. Martin is a Partner and member of the investment research team at

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 29, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Powerfleet Announces Restatement of Accounting Treatment of Legacy Convertible Preferred Stock InstrumEnt, WHICH HAS NO ADVERSE IMPACT ON PREVIOUSLY REPORTED REVENUE, CASH FLOW OR ADJUSTED EBITDA

Exhibit 99.1 Powerfleet Announces Restatement of Accounting Treatment of Legacy Convertible Preferred Stock InstrumEnt, WHICH HAS NO ADVERSE IMPACT ON PREVIOUSLY REPORTED REVENUE, CASH FLOW OR ADJUSTED EBITDA WOODCLIFF LAKE, NJ – April 5, 2024 – Powerfleet, Inc. (Nasdaq: PWFL) today announced its intention to adjust its historical accounting treatment for the redemption premium associated with its

Regulation FD Disclosure, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Powerfleet and MiX Telematics Close Business Combination, Creating New Top-Tier Global AIoT SaaS Provider A Scaled Day-One Business with Total Revenue of $284 Million, Including $215 Million of Recurring High-Margin SaaS Revenues and Combined Service

Exhibit 99.1 Powerfleet and MiX Telematics Close Business Combination, Creating New Top-Tier Global AIoT SaaS Provider A Scaled Day-One Business with Total Revenue of $284 Million, Including $215 Million of Recurring High-Margin SaaS Revenues and Combined Service Gross Margins of 65% Combined Customer Base Begins with More than 1.8m Subscribers In Addition to a Significant Growth Opportunity, Comb

Changes in Control of Registrant, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 1, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 18, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 22, 2024).

Exhibit 10.1 Dated 19 August, 2019, as amended and restated on 18 March, 2024 Amended and Restated Credit Agreement between Powerfleet Israel Ltd. and Pointer Telocation Ltd. as Borrowers Bank Hapoalim B.M. as Lender Table of Contents Page 1. Definitions and Interpretation 1 2. The Facility 10 3. Purpose 11 4. Conditions of Utilisation 11 5. Utilisation – Term Loan Facilities 13 6. Utilisation – F

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Powerfleet Reports Full Year 2023 and Fourth Quarter Financial Results Fourth quarter total revenue of $34.5 million, up 9% YoY (constant currency), posting the best revenue quarter result in six quarters Fourth quarter service revenue increased 16%

Exhibit 99.1 Powerfleet Reports Full Year 2023 and Fourth Quarter Financial Results Fourth quarter total revenue of $34.5 million, up 9% YoY (constant currency), posting the best revenue quarter result in six quarters Fourth quarter service revenue increased 16% YoY (constant currency) and full year ‘23 service revenue increased 14% YoY (constant currency), demonstrating the company’s transformati

Entry into a Material Definitive Agreement, Results of Operations and Financial Condition, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Facilities Agreement, dated March 7, 2024, by and among Powerfleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on March 12, 2024).

Exhibit 10.1 EXECUTION FACILITIES Agreement Dated 7 MARCH, 2024 USD85,000,000 TERM Loan Facilities for POWERFLEET, Inc arranged by FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as mandated lead arranger) CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facilities 25 3. Purpose 26 4. Conditions of Utilisation 26 5. Utilisation 28 6. Repayment 29 7. Extensio

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 POWERFLEET, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 7, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Facilities Agreement, dated March 7, 2024, by and among PowerFleet, Inc., I.D. Systems, Inc., Movingdots GmbH and FirstRand Bank Limited (acting through its Rand Merchant Bank division).*

Exhibit 10.1 EXECUTION FACILITIES Agreement Dated 7 MARCH, 2024 USD85,000,000 TERM Loan Facilities for POWERFLEET, Inc arranged by FIRSTRAND BANK LIMITED (ACTING THROUGH ITS RAND MERCHANT BANK DIVISION) (as mandated lead arranger) CONTENTS Clause Page 1. Definitions and Interpretation 1 2. The Facilities 25 3. Purpose 26 4. Conditions of Utilisation 26 5. Utilisation 28 6. Repayment 29 7. Extensio

Powerfleet Reports Full Year 2023 and Fourth Quarter Financial Results Fourth quarter total revenue of $34.5 million, up 9% YoY (constant currency), posting the best revenue quarter result in six quarters Fourth quarter service revenue increased 16%

Exhibit 99.1 Powerfleet Reports Full Year 2023 and Fourth Quarter Financial Results Fourth quarter total revenue of $34.5 million, up 9% YoY (constant currency), posting the best revenue quarter result in six quarters Fourth quarter service revenue increased 16% YoY (constant currency) and full year ‘23 service revenue increased 14% YoY (constant currency), demonstrating the company’s transformati

Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incor

Powerfleet and MiX Telematics Receive Shareholder Approval for Proposed Business Combination

Exhibit 99.1 Powerfleet and MiX Telematics Receive Shareholder Approval for Proposed Business Combination WOODCLIFF LAKE, NJ – February 28, 2024 – Powerfleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE: MIX) today announced they have received shareholder approval on the proposals related to the previously announced business combination between the parties. The transaction is e

to Schedule 13G Joint Filing Agreement

EX-99.II 3 d931710dex99ii.htm EX-99.II Exhibit II to Schedule 13G Joint Filing Agreement The undersigned persons agree and consent to the joint filing on their behalf of this Schedule 13G dated February 14, 2024 in connection with their beneficial ownership of PowerFleet, Inc. Columbia Management Investment Advisers, LLC authorizes Ameriprise Financial, Inc. to execute the Schedule 13G to which th

PWFL / PowerFleet, Inc. / AMERIPRISE FINANCIAL INC - SC 13G Passive Investment

SC 13G 1 d931710dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities and Exchange Act of 1934 PowerFleet, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this S

PWFL / PowerFleet, Inc. / NORTH RUN CAPITAL, LP Passive Investment

SC 13G/A 1 formsc13ga-powerfleet.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 3) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PowerFleet, Inc. (Name of Issuer) Common Stock, $0.01 par value (T

to Schedule 13G

EX-99.I 2 d931710dex99i.htm EX-99.I Exhibit I to Schedule 13G Ameriprise Financial, Inc., a Delaware Corporation, is a parent holding company. The classification and identity of the relevant subsidiaries is as follows: Investment Adviser – Columbia Management Investment Advisers, LLC is an investment adviser registered under section 203 of the Investment Advisers Act of 1940.

PWFL / PowerFleet, Inc. / Private Capital Management, LLC - AMENDMENT NO. 4 Passive Investment

SC 13G/A 1 pwfl25241sc13ga4.htm AMENDMENT NO. 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* PowerFleet, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box t

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

MIX TELEMATICS LIMITED

Exhibit 99.2 MIX TELEMATICS LIMITED (Incorporated in the South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“MiX Telematics” or “the Company”) POWERFLEET, INC. (Incorporated in the State of Delaware, USA) Nasdaq share code: PWFL ISIN: US73931J1097 (“PowerFleet”) TRANSACTION UPDATE AND ISSUE OF DOCUMENTATION IN RESPECT OF PROPOSED TRANSA

Powerfleet and MiX Telematics Announce Shareholders Meetings to Vote on Proposed Business Combination Completion of Regulatory Milestones Results in Scheduled Shareholders Meetings

Exhibit 99.1 Powerfleet and MiX Telematics Announce Shareholders Meetings to Vote on Proposed Business Combination Completion of Regulatory Milestones Results in Scheduled Shareholders Meetings WOODCLIFF LAKE, NJ – January 30, 2024 – Powerfleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE: MIX) today announced that their respective shareholders meetings will be held virtually o

Powerfleet and MiX Telematics Announce Shareholders Meetings to Vote on Proposed Business Combination Completion of Regulatory Milestones Results in Scheduled Shareholders Meetings

Exhibit 99.1 Powerfleet and MiX Telematics Announce Shareholders Meetings to Vote on Proposed Business Combination Completion of Regulatory Milestones Results in Scheduled Shareholders Meetings WOODCLIFF LAKE, NJ – January 30, 2024 – Powerfleet, Inc. (Nasdaq: PWFL) and MiX Telematics Limited (NYSE: MIXT, JSE: MIX) today announced that their respective shareholders meetings will be held virtually o

MIX TELEMATICS LIMITED

Exhibit 99.2 MIX TELEMATICS LIMITED (Incorporated in the South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“MiX Telematics” or “the Company”) POWERFLEET, INC. (Incorporated in the State of Delaware, USA) Nasdaq share code: PWFL ISIN: US73931J1097 (“PowerFleet”) TRANSACTION UPDATE AND ISSUE OF DOCUMENTATION IN RESPECT OF PROPOSED TRANSA

Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 30, 2024 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File

JOINT PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF POWERFLEET, INC. AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MIX TELEMATICS LIMITED PROSPECTUS FOR 76,520,391 SHARES OF COMMON STOCK POWERFLEET, INC.

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275648 JOINT PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF POWERFLEET, INC. AND EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS OF MIX TELEMATICS LIMITED AND PROSPECTUS FOR 76,520,391 SHARES OF COMMON STOCK OF POWERFLEET, INC. Dear PowerFleet, Inc. Stockholders and MiX Telematics Limited Shareholders: On behalf of the boards of directors

Consent of Michael McConnell to be named as a director of PowerFleet, Inc.

Exhibit 99.6 RULE 438 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by PowerFleet, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) t

Form of Proxy Card of PowerFleet, Inc.

Exhibit 99.1

Consent of William Blair & Company, LLC.

Exhibit 99.3 CONSENT OF WILLIAM BLAIR & COMPANY, L.L.C. We hereby consent to the inclusion of our opinion letter to the Board of Directors of PowerFleet, Inc. (the “Company”) as an Annex to the Joint Proxy Statement/Prospectus relating to the proposed business combination of the Company with MiX Telematics Limited contained in the Registration Statement on Form S-4, as filed with the Securities an

123 Tice Boulevard Woodcliff Lake, New Jersey 07677

January 22, 2024 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Sarah Sidwell Division of Corporation Finance Office of Manufacturing Re: PowerFleet, Inc. Registration Statement on Form S-4 File No. 333-275648 Ladies and Gentlemen: On behalf of PowerFleet, Inc. (the “Company”), we enclose the Company’s request for acceleration of th

Commitment Letter, dated December 14, 2023, by and among PowerFleet, Inc., MiX Telematics Limited and Rand Merchant Bank.

Exhibit 10.1 COMMITMENT LETTER ATTENTION: David Wilson and Steven Blackhart DATE: 14 December 2023 Dear Sirs, Conditional Credit Committee Approval to provide a USD 85 million term funding package to Powerfleet Inc. for the purposes of repayment of the convertible preference share provided by Abry Partners (“Abry”) to Powerfleet inc. (“Term Facility”) and a ZAR 350m General Banking Facility (“GBF”

As filed with the Securities and Exchange Commission on January 22, 2024

As filed with the Securities and Exchange Commission on January 22, 2024 Registration No.

Form of Proxy Cards of MiX Telematics Limited.

Exhibit 99.2 [South African Form of Proxy Card] MIX TELEMATICS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“MiX Telematics” or the “Company”) FORM OF PROXY The definitions and interpretations commencing on page 20 of the circular to which this form of proxy is attached apply to this form o

Consent of Ian Jacobs to be named as a director of PowerFleet, Inc.

Exhibit 99.5 RULE 438 CONSENT OF PROSPECTIVE DIRECTOR In accordance with Rule 438 promulgated under the Securities Act of 1933, as amended, I hereby consent to my being named in the Registration Statement on Form S-4, to which this consent is an exhibit, filed by PowerFleet, Inc. (the “Company”) with the Securities and Exchange Commission, and all amendments (including post-effective amendments) t

Consent of BDO Corporate Finance Proprietary Limited.

Exhibit 99.4 Tel: +27 (0) 11 488 1700 www.bdo.co.za Wanderers Office Park 52 Corlett Drive Illovo, 2196 Private Bag X60500 Houghton, 2041 Johannesburg South Africa PowerFleet, Inc. 123 Tice Boulevard Woodcliff Lake New Jersey 07677 22 January 2024 Dear Sirs CONSENT OF INDEPENDENT EXPERT APPOINTED IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 71 OF 2008 TO PROVIDE A FAIR AND REASONABLE OPINION We, BD

Consent of William Blair & Company, LLC.

Exhibit 99.3 CONSENT OF WILLIAM BLAIR & COMPANY, L.L.C. We hereby consent to the inclusion of our opinion letter to the Board of Directors of PowerFleet, Inc. (the “Company”) as an Annex to the Joint Proxy Statement/Prospectus relating to the proposed business combination of the Company with MiX Telematics Limited contained in the Registration Statement on Form S-4, as filed with the Securities an

Consent of BDO Corporate Finance Proprietary Limited.

Exhibit 99.4 Tel: +27 (0) 11 488 1700 www.bdo.co.za Wanderers Office Park 52 Corlett Drive Illovo, 2196 Private Bag X60500 Houghton, 2041 Johannesburg South Africa PowerFleet, Inc. 123 Tice Boulevard Woodcliff Lake New Jersey 07677 15 November 2023 Dear Sirs CONSENT OF INDEPENDENT EXPERT APPOINTED IN TERMS OF THE SOUTH AFRICAN COMPANIES ACT 71 OF 2008 TO PROVIDE A FAIR AND REASONABLE OPINION We, B

As filed with the Securities and Exchange Commission on November 17, 2023

As filed with the Securities and Exchange Commission on November 17, 2023 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-4 (Form Type) PowerFleet, Inc.

List of Subsidiaries.

Exhibit 21.1 List of Subsidiaries Name Jurisdiction of Formation I.D. Systems, Inc. Delaware Asset Intelligence, LLC Delaware Keytroller, LLC Delaware Main Street 2000 (PTY) Ltd. South Africa Movingdots GmbH Germany PowerFleet GmbH Germany PowerFleet Systems Ltd United Kingdom PowerFleet Israel Ltd. Israel Pointer Telocation Ltd. Israel Pointer Argentina S.A. (1) Argentina Pointer Recuperación de

Investor Day Presentation, dated November 16, 2023.

Exhibit 99.1

Investor Day Presentation, dated November 16, 2023.

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 POWERFLEET, INC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 16, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWE

Powerfleet Q3 2023 Conference Call Script Thursday, November 9, 2023 at 8:30 a.m. Eastern time

Exhibit 99.2 Powerfleet Q3 2023 Conference Call Script Thursday, November 9, 2023 at 8:30 a.m. Eastern time Steve Towe – CEO Good morning, everyone, and thank you for being here today. In today’s call, I will share an update on our Q3 performance, as well as spending some time reviewing progress on the strategic pillars of the business. Turning first to our Q3 performance, we are delighted to repo

Powerfleet Q3 2023 Conference Call Script Thursday, November 9, 2023 at 8:30 a.m. Eastern time

Exhibit 99.2 Powerfleet Q3 2023 Conference Call Script Thursday, November 9, 2023 at 8:30 a.m. Eastern time Steve Towe – CEO Good morning, everyone, and thank you for being here today. In today’s call, I will share an update on our Q3 performance, as well as spending some time reviewing progress on the strategic pillars of the business. Turning first to our Q3 performance, we are delighted to repo

Powerfleet Reports Third Quarter and Nine Month 2023 Financial Results Q3 2023 total revenue increased 7% sequentially to $34.2 million, marking the highest revenue performance in four quarters Company’s SaaS-centric business model transformation con

Exhibit 99.1 Powerfleet Reports Third Quarter and Nine Month 2023 Financial Results Q3 2023 total revenue increased 7% sequentially to $34.2 million, marking the highest revenue performance in four quarters Company’s SaaS-centric business model transformation continues at pace with high-margin service revenue increasing 11% in Q3 2023 and 14% for the year to date compared to prior year periods (co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tr

Results of Operations and Financial Condition, Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 9, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Powerfleet Reports Third Quarter and Nine Month 2023 Financial Results Q3 2023 total revenue increased 7% sequentially to $34.2 million, marking the highest revenue performance in four quarters Company’s SaaS-centric business model transformation con

Exhibit 99.1 Powerfleet Reports Third Quarter and Nine Month 2023 Financial Results Q3 2023 total revenue increased 7% sequentially to $34.2 million, marking the highest revenue performance in four quarters Company’s SaaS-centric business model transformation continues at pace with high-margin service revenue increasing 11% in Q3 2023 and 14% for the year to date compared to prior year periods (co

Powerfleet and MiX Telematics to Host Joint Investor Day on November 16, 2023

Filed by PowerFleet, Inc. pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-2 under the Securities Exchange Act of 1934 Subject Company: MiX Telematics Limited Commission File No. 001-36027 Powerfleet and MiX Telematics to Host Joint Investor Day on November 16, 2023 Woodcliff Lake, NJ — October 30, 2023 – PowerFleet, Inc. (Nasdaq: PWFL) and MiX Telematics

PWFL / PowerFleet Inc / Private Capital Management, LLC - AMENDMENT NO. 3 Passive Investment

SC 13G/A 1 b1011231sc13ga3.htm AMENDMENT NO. 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* PowerFleet, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) October 10, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry with Unparalleled Artificial Intelligence Enhanced SaaS Solution Portfolio ~1.7 Million Co

Exhibit 99.3 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry

Filed by PowerFleet, Inc.

Exhibit 99.4 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 MIX TELEMATICS LIMITED (Incorporated in the South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“M

Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 2 of 8

Exhibit 99.1 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 1 of 8 Project Aston – Business Combination Call Script Speakers Steve Towe, Powerfleet – CEO

Implementation Agreement, dated October 10, 2023, by and among Powerfleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 10, 2023).†

Exhibit 2.1 IMPLEMENTATION AGREEMENT BY AND AMONG POWERFLEET, INC., MAIN STREET 2000 PROPRIETARY LIMITED, and MIX TELEMATICS LIMITED OCTOBER 10, 2023 Table of Contents Page Article 1. DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 22 Article 2. THE SCHEME 25 Section 2.01 Company Independent Board 25 Section 2.02 Firm Intention Announcement 25

Filed by PowerFleet, Inc.

Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Filed by PowerFleet, Inc.

Exhibit 99.2 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027

Filed by PowerFleet, Inc.

Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 MIX TELEMATICS LIMITED (Incorporated in the South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“MiX” or “the C

Filed by PowerFleet, Inc.

Exhibit 99.2 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 POWERFLEET, INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 10, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 2 of 8

Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 1 of 8 Project Aston – Business Combination Call Script Speakers Steve Towe, Powerfleet – CEO David Wilson

Implementation Agreement, dated October 10, 2023, by and among PowerFleet, Inc., Main Street 2000 Proprietary Limited and MiX Telematics Limited.

Exhibit 2.1 IMPLEMENTATION AGREEMENT BY AND AMONG POWERFLEET, INC., MAIN STREET 2000 PROPRIETARY LIMITED, and MIX TELEMATICS LIMITED OCTOBER 10, 2023 Table of Contents Page Article 1. DEFINITIONS 2 Section 1.01 Definitions 2 Section 1.02 Other Definitional and Interpretative Provisions 22 Article 2. THE SCHEME 25 Section 2.01 Company Independent Board 25 Section 2.02 Firm Intention Announcement 25

Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry with Unparalleled Artificial Intelligence Enhanced SaaS Solution Portfolio ~1.7 Million Co

Exhibit 99.3 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry

Filed by PowerFleet, Inc.

Exhibit 99.4 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 MIX TELEMATICS LIMITED (Incorporated in the South Africa) (Registration number 1995/013858/06) JSE share code: MIX ISIN: ZAE000125316 NYSE share code: MIXT (“M

Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry with Unparalleled Artificial Intelligence Enhanced SaaS Solution Portfolio ~1.7 Million Co

Exhibit 99.3 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Powerfleet and MiX Telematics Announce Transformative Business Combination Combination Expected to Create Top-Tier Global Provider in Mobile Asset IoT Industry

Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 2 of 8

Exhibit 99.1 Filed by PowerFleet, Inc. Pursuant to Rule 425 of the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 of the Securities Exchange Act of 1934 Subject Company: Mix Telematics Limited Commission File No.: 001-36027 Project Aston Call Script for October 10, 2023, 8:30 a.m. ET Page 1 of 8 Project Aston – Business Combination Call Script Speakers Steve Towe, Powerfleet – CEO

Amendment to Severance Agreement, dated September 11, 2023, between Powerfleet, Inc. and Steve Towe (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc. filed with the SEC on September 15, 2023).*

Exhibit 10.1 AMENDMENT TO SEVERANCE AGREEMENT THIS AMENDMENT TO SEVERANCE AGREEMENT (this “Amendment”) is made and entered into effective as of September 11, 2023 (the “Amendment Effective Date”), by and between PowerFleet, Inc., a Delaware corporation (the “Company”), and Steve Towe (“Executive” and, together with the Company, the “Parties”). WHEREAS, the Company and Executive entered into a Seve

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 11, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Inco

As filed with the Securities and Exchange Commission on August 10, 2023

As filed with the Securities and Exchange Commission on August 10, 2023 Registration No.

Form of Stock Option Inducement Award Agreement.

Exhibit 99.1 POWERFLEET, INC. STOCK OPTION INDUCEMENT AWARD AGREEMENT THIS STOCK OPTION INDUCEMENT AWARD AGREEMENT (the “Grant Agreement”) is made and entered into by and between PowerFleet, Inc., a Delaware Corporation (the “Company”) and the following individual: Name: David Wilson (the “Optionee”) The Optionee is granted an option to purchase Common Stock of the Company (this “Option”), subject

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWERFLEE

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) PowerFleet, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.01 per

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

Powerfleet Reports Second Quarter and First Half 2023 Financial Results Strong Growth in High Margin SaaS Revenues with Company Positioned for Accelerated Growth in Second Half of 2023 Second Quarter 2023 Service Revenue was 66% of Total Revenue, up

Exhibit 99.1 Powerfleet Reports Second Quarter and First Half 2023 Financial Results Strong Growth in High Margin SaaS Revenues with Company Positioned for Accelerated Growth in Second Half of 2023 Second Quarter 2023 Service Revenue was 66% of Total Revenue, up from 57% in the Prior Period, Driving an Expansion in Total Company Gross Margins to 50% from 47% WOODCLIFF LAKE, NJ – August 8, 2023 – P

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpor

Powerfleet, Inc. 2018 Incentive Plan, as amended (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on July 26, 2023).*

Exhibit 10.1 POWERFLEET, INC. 2018 Incentive Plan Article 1 Establishment and Purpose 1.1 Establishment of the Plan. The Company has hereby established an incentive compensation plan as set forth in this document, as may be amended, supplemented, restated or otherwise modified from time to time. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2023 POWERFLEET, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 20, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ☒ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 001-39080 A. Full title of the plan and addre

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter)

SD 1 formsd.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 001-39080 83-4366463 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 123 Tice Boulevard, Woodcliff Lake, New Jersey 076

Conflict Minerals Report of PowerFleet, Inc. as required by Items 1.01 and 1.02 of this Report.

Exhibit 1.01 Conflict Minerals Report of PowerFleet, Inc. For the Year Ended December 31, 2022 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of PowerFleet, Inc. (herein referred to as the “Company,” “Powerfleet,” “our” or “we”) for the year ended December 31, 2022 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWERFLE

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 POWERFLEET, INC. (Exa

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Powerfleet Reports First Quarter 2023 Financial Results Total GAAP Services Revenue Grows 9%, Increasing to 62% of Total Revenue and up 17% YoY on a Constant Currency Basis Total Company Gross Profit Increases by $2.2 million,15% YoY Go-forward Core

Exhibit 99.1 Powerfleet Reports First Quarter 2023 Financial Results Total GAAP Services Revenue Grows 9%, Increasing to 62% of Total Revenue and up 17% YoY on a Constant Currency Basis Total Company Gross Profit Increases by $2.2 million,15% YoY Go-forward Core Business Gross Margin Expands to 53%, with Services Gross Margin Climbing to 71% Liquidity Improves with $8.7 million in Net Proceeds fro

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 POWERFLEET, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 4, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

PWFL / PowerFleet Inc / ABRY Senior Equity Holdings V, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 4) Under the Securities Exchange Act of 1934 PowerFleet, Inc. (Name of the Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 73931J109 (CUSIP Number) Kostas Sofronas ABRY Senior Equity Holdings V, LLC C/O ABRY Partners II, LLC 888 Boylston Street, Suite 1600 Boston, MA 0

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022. ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-39080 POWERFLEET, IN

List of Subsidiaries (filed herewith).

Exhibit 21.1 POWERFLEET, INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation I.D. Systems, Inc. Delaware Asset Intelligence, LLC Delaware Keytroller, LLC Delaware PowerFleet GmbH Germany PowerFleet Systems Ltd United Kingdom PowerFleet Israel Ltd. Israel Pointer Telocation Ltd. Israel Pointer Argentina S.A. (1) Argentina Pointer Recuperación de México, S.A. de C.V. (2) Mexico Pointer Logistic

Offer Letter, dated February 11, 2022, between PowerFleet, Inc. and Patrick Maley (filed herewith).*

Exhibit 10.6 February 11, 2022 Patrick Maley [***] Dear Patrick, On behalf of PowerFleet, Inc., I am pleased to confirm our offer for full-time employment as Chief Revenue Officer, reporting to Steve Towe. Your start date will be March 7, 2022. You will receive a semi-monthly salary of $14,583.33 which is equivalent to $350,000 on an annualized basis. In addition to your base salary, you will also

Offer Letter, dated February 8, 2022, between Powerfleet, Inc. and James Zeitunian (incorporated by reference to Exhibit 10.7 to the Annual Report on Form 10-K of Powerfleet, Inc., filed with the SEC on March 31, 2023).*

Exhibit 10.7 February 8, 2022 James Zeitunian [***] Dear Jim, On behalf of PowerFleet, Inc., I am pleased to confirm our offer for full-time employment as Chief Technology Officer, reporting to Steve Towe. Your start date will be February 14, 2022. You will receive a semi-monthly salary of $10,416.67 which is equivalent to $250,000 on an annualized basis. In addition to your base salary, you will

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number 001-39080 CUSIP Number 73931J109 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

Powerfleet Q4 and Full Year 2022 Earnings Prepared Remarks

Exhibit 99.2 Powerfleet Q4 and Full Year 2022 Earnings Prepared Remarks Steve Towe – CEO Good morning and thank you for joining us today. It’s a pleasure to be speaking with you. It has been a rigorous and exciting first year since I joined the company. I am incredibly proud of the progress the team has made on the journey of transforming Powerfleet towards our mid- to long-term goal of being reco

Powerfleet Reports Full Year 2022 and Fourth Quarter Financial Results

Exhibit 99.1 Powerfleet Reports Full Year 2022 and Fourth Quarter Financial Results ● Efficiency Program Yields a $5.8 million Improvement in Operating Cash Flow Performance in 2022 ● Strong Sales Execution Drives 13% Annual Growth in U.S. Services in 2022 ● Business Optimization and Focus on High Quality Revenue Drives an Absolute Sequential Increase in Gross Margin of 5% in 2H22 WOODCLIFF LAKE,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 POWERFLEET, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 9, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 POWERFLEET, INC. (E

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 6, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

Powerfleet to Acquire Leading Insurance Telematics and Sustainable Mobility Solutions Provider Movingdots from Swiss Re Powerful combination to enhance Powerfleet’s fleet intelligence platform with industry-leading Insurance telematics and sustainabi

Exhibit 99.1 Powerfleet to Acquire Leading Insurance Telematics and Sustainable Mobility Solutions Provider Movingdots from Swiss Re Powerful combination to enhance Powerfleet’s fleet intelligence platform with industry-leading Insurance telematics and sustainability solutions WOODCLIFF LAKE, NJ – March 09, 2023 – Powerfleet, Inc. (Nasdaq: PWFL), a global leader of Internet of Things (IoT) softwar

PWFL / PowerFleet Inc / Private Capital Management, LLC - AMENDMENT NO. 2 Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PowerFleet, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) February 24, 2023 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sche

PWFL / PowerFleet Inc / Lynrock Lake LP Passive Investment

SC 13G/A 1 formsc13ga-powerfleet.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerFleet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73931J109 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the app

PWFL / PowerFleet Inc / Phoenix Holdings Ltd. - SC 13G/A Passive Investment

SC 13G/A 1 zk2329238.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 4)* PowerFleet, Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 73931J109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the approp

PWFL / PowerFleet Inc / NORTH RUN CAPITAL, LP - SC 13G/A Passive Investment

SC 13G/A 1 d466798dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) (Amendment No. 2) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934 PowerFleet, Inc. (Name of Issuer) Common Stock, $0.01 par value

PWFL / PowerFleet Inc / CANNELL CAPITAL LLC - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 ccllcpwfl13g02142023.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO §240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO §240.13d-2 (Amendment No.1) 1 POWERFLEET, INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 7

PWFL / PowerFleet Inc / Private Capital Management, LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 p113232sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PowerFleet, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 73931J109 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jur

Offer Letter, dated December 31, 2022, between Powerfleet, Inc. and David Wilson (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 4, 2023).*

EX-10.1 2 ex10-1.htm Exhibit 10.1 December 31, 2022 David Wilson Dear David, On behalf of Powerfleet, Inc. (the “Company”), I am pleased to confirm our offer for full-time employment as Chief Financial Officer, reporting to Steve Towe. Your start date will be on January 4, 2023. You will receive a semi-monthly salary of $14,583.33 which is equivalent to $350,000 on an annualized basis. In addition

Powerfleet Appoints Seasoned Executive David Wilson as Chief Financial Officer

Exhibit 99.1 Powerfleet Appoints Seasoned Executive David Wilson as Chief Financial Officer WOODCLIFF LAKE, NJ ? January 4, 2023 ? Powerfleet, Inc. (Nasdaq: PWFL), a global leader of Internet of Things (IoT) software-as-a-service (SaaS) solutions that optimize the performance of mobile assets and resources to unify business operations, has appointed David Wilson as the company?s new Chief Financia

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 4, 2023 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jurisdiction of Incorpo

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWE

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 2, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jurisdiction of File N

Personal Employment Agreement, dated September 28, 2022, between Powerfleet Israel Ltd. and Offer Lehmann (English translation) (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 8, 2022).*

Exhibit 10.1 [Translated from Hebrew] PERSONAL EMPLOYMENT AGREEMENT Entered into and executed in Rosh HaAyin on 28 of September 2022 Between PowerFleet Israel Holding Company LTD of 14 HaMlakha Street, Rosh HaAyin, Israel 4809133 PC 520041476 (hereinafter: the ?Company?) The First Party; and Offer Lehmann of 5 Ussishkin Street, Kiriat Ono ID number 029672557 (hereinafter: the ?Employee?) The Secon

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 8, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorp

Powerfleet Reports Third Quarter 2022 Financial Results

Exhibit 99.1 Powerfleet Reports Third Quarter 2022 Financial Results - Impressive Revenue Growth of 17%, Marking Fourth Consecutive Quarter of Year-Over-Year Growth - High Margin, Recurring and Services Revenue up 10% Year-Over-Year to $20.3 Million, Reflecting Company?s Success Driving SaaS and Software Revenue - Gross Profit Improves by 20% Year-Over-Year, Demonstrating Company?s Laser Focus on

Amendment No. 3, effective as of October 31, 2022, to the Credit Agreement, dated August 2019, 2019, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of PowerFleet, Inc., filed with the SEC on November 3, 2022).

Exhibit 10.1 Amendment No. 3 to the Credit Agreement This Amendment to the Credit Agreement, as defined below (the ?Amendment?) is made and entered into as of October 31, 2022, by and among, Powerfleet Israel Ltd. (registration no. 51-598400-3), Pointer Telocation Ltd. (registration no. 52-004147-6) (collectively, the ?Borrowers?) and Bank Hapoalim B.M. (the ?Lender?). Whereas On 19 August, 2019 t

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jurisdiction of File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 14, 2022 POWERFLEET, INC.

Powerfleet appoints Elchanan (Nani) Maoz to Board of Directors Appointee brings strong change agent experience to Powerfleet

Exhibit 99.1 Powerfleet appoints Elchanan (Nani) Maoz to Board of Directors Appointee brings strong change agent experience to Powerfleet WOODCLIFF LAKE, N.J., Oct. 18, 2022 (GLOBE NEWSWIRE) ? Powerfleet, Inc. (Nasdaq: PWFL), a global leader of Internet of Things (IoT) software-as-a-service (SaaS) solutions that optimize the performance of mobile assets and resources to unify business operations,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 2) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWERFLEE

PowerFleet Reports 10-Quarter Revenue High and Improved Bottom Line Performance for Second Quarter 2022 - Quarterly Revenue of $34.6 Million, Marking Third Consecutive Quarter of Year-Over-Year Revenue Growth - High Margin, Recurring and Services Rev

Exhibit 99.1 PowerFleet Reports 10-Quarter Revenue High and Improved Bottom Line Performance for Second Quarter 2022 - Quarterly Revenue of $34.6 Million, Marking Third Consecutive Quarter of Year-Over-Year Revenue Growth - High Margin, Recurring and Services Revenue up 9% Year-Over-Year to $19.8 Million, Reflecting Company?s Focus on Driving SaaS and Software Revenue - Rationalization Initiatives

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K 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 8, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jurisdiction of File Num

Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 19, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction of Incorporation) (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K ? ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. For the transition period from to Commission file number: 001-39080 A. Full title of the plan and addre

Investor Presentation.

Exhibit 99.1

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorpora

PowerFleet to Host Inaugural Investor Day on Tuesday, June 14 at 11:30 a.m. ET

Exhibit 99.1 PowerFleet to Host Inaugural Investor Day on Tuesday, June 14 at 11:30 a.m. ET Woodcliff Lake, NJ ? June 9, 2022 ? PowerFleet, Inc. (Nasdaq: PWFL), a global leader of SaaS-based data insight solutions that manage enterprise assets, enabling unification of their business operations, will virtually host its inaugural Investor Day on Tuesday, June 14, 2022 from 11:30 a.m. to 2:30 p.m. Ea

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 9, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

Conflict Minerals Report of PowerFleet, Inc. as required by Items 1.01 and 1.02 of this Report.

Exhibit 1.01 Conflict Minerals Report of PowerFleet, Inc. For the Year Ended December 31, 2021 in Accordance with Rule 13p-1 under the Securities Exchange Act of 1934 This is the Conflict Minerals Report of PowerFleet, Inc. (herein referred to as the “Company,” “PowerFleet,” “our” or “we”) for the year ended December 31, 2021 in accordance with Rule 13p-1 (“Rule 13p-1”) under the Securities Exchan

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD Specialized Disclosure Report POWERFLEET, INC. (Exact name of registrant as specified in its charter) Delaware 001-39080 83-4366463 (State or other jurisdiction of (Commission (IRS Employer incorporation or organization) File Number) Identification No.) 123 Tice Boulevard, Woodcliff Lake, New Jersey 07677 (Address of p

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2022 or ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39080 POWERFLE

PowerFleet Reports First Quarter 2022 Financial Results Total Revenue up 14% Year-Over-Year to $33.2 Million and High Margin, Recurring and Services Revenue up 7% Year-Over-Year to $18.8 million

Exhibit 99.1 PowerFleet Reports First Quarter 2022 Financial Results Total Revenue up 14% Year-Over-Year to $33.2 Million and High Margin, Recurring and Services Revenue up 7% Year-Over-Year to $18.8 million Woodcliff Lake, NJ ? May 10, 2022 ? PowerFleet, Inc. (Nasdaq: PWFL), a global leader of SaaS-based data insight solutions that manage enterprise assets for seamless business operations, report

Results of Operations and Financial Condition, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 10, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other Jurisdiction (Commission (IRS Employer of Incorporat

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Other Events, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 2, 2022 POWERFLEET, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 001-39080 83-4366463 (State or Other (Commission (IRS Employer Jurisdiction of Incorpora

PowerFleet Announces CFO Transition Plan

Exhibit 99.1 PowerFleet Announces CFO Transition Plan Woodcliff Lake, NJ ? April 7, 2022 ? PowerFleet, Inc. (Nasdaq: PWFL), a global leader of SaaS-based data insight solutions that manage enterprise assets for seamless business operations, today announced that Chief Financial Officer (CFO) Ned Mavrommatis will be leaving the Company on May 15, 2022 to pursue another opportunity. PowerFleet has th

List of Subsidiaries (filed herewith).

Exhibit 21.1 POWERFLEET, INC. LIST OF SUBSIDIARIES Name Jurisdiction of Formation I.D. Systems, Inc. Delaware Asset Intelligence, LLC Delaware Keytroller, LLC Delaware PowerFleet GmbH Germany PowerFleet Systems Ltd United Kingdom PowerFleet Israel Ltd. Israel Pointer Telocation Ltd. Israel Pointer Argentina S.A. (1) Argentina Pointer Recuperaci?n de M?xico, S.A. de C.V. (2) Mexico Pointer Logistic

Form of Stock Option Inducement Award Agreement (incorporated by reference to Exhibit 99.1 to the Registration Statement on Form S-8 of Powerfleet, Inc., filed with the SEC on March 16, 2022).*

Exhibit 99.1 POWERFLEET, INC. STOCK OPTION INDUCEMENT AWARD AGREEMENT THIS STOCK OPTION INDUCEMENT AWARD AGREEMENT (the ?Grant Agreement?) is made and entered into by and between PowerFleet, Inc., a Delaware Corporation (the ?Company?) and the following individual: Name: Steve Towe (the ?Optionee?) Address The Optionee is granted an option to purchase Common Stock of the Company (this ?Option?), s

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-8 (Form Type) PowerFleet, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered Proposed Maximum Offering Price Per Share(2) Maximum Aggregate Offering Price(2) Fee Rate Amount of Registration Fee Equity Common Stock, par value $0.0

As filed with the Securities and Exchange Commission on March 16, 2022

As filed with the Securities and Exchange Commission on March 16, 2022 Registration No.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021. ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number: 001-39080 POWERFLEET, IN