SecProbe.io

August 29, 2025
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:Powerfleet, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2025
Form 10-Q for the Period Ended June 30, 2025
Form 8-K filed on June 16, 2025
File No. 001-39080
Dear David Wilson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 36
1.We note you recorded restructuring costs during the year ended March 31, 2025 and
you exclude the costs from your determination of Adjusted EBITDA. We also note
you recorded additional restructuring costs during the quarter ended June 30, 2025.
Please revise future filings to provide the disclosures required by ASC 420-10-50 and
SAB Topic 5:P:4 in MD&A and the notes to the financial statements or explain why
you do not believe such disclosures are required.

August 29, 2025
Page 2
Non-GAAP Financial Information, page 40
2.We note your determination of Adjusted EBITDA includes a non-GAAP adjustment
identified as "Recognition of pre October 1, 2024 contract assets (Fleet Complete)".
We also note this adjustment is included in the determination of Adjusted EBITDA
for the quarter ended June 30, 2025. It is not clear what the adjustment represents or
how it was calculated. Please tell us, and revise future filings to explain, what the
adjustment represents and how it is calculated. Also, explain to us how and why you
believe the adjustment is appropriate and complies with Question 100.04 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures as it
appears the adjustment may represent a partial pro forma adjustment related to a
recent acquisition.
Consolidated Financial Statements
Note 11 - Short-Term Debt and Long-Term Debt, page 86
3.We note the A&R Credit Agreement contains certain customary affirmative and
negative covenants, including financial covenants, that you complied with for the
quarter ended March 31, 2025. We also note you entered into amendments to each of
the Facilities Agreement and the Facility Agreement that appear to have amended
financial covenants with respect to the ratio of consolidated total net borrowings to
consolidated EBITDA. For each debt agreement, including the Facilities Agreement
and the Facility Agreement, please revise future annual and quarterly filings to discuss
and quantify material debt covenants and disclose whether you complied with the debt
covenants as of the reporting date.
Form 10-Q for the Period Ended June 30, 2025
Item 4. Controls and Procedures
a. Disclosure controls and procedures, page 44
4.Please revise future filings to provide managements' conclusion as to whether
disclosure controls and procedures were effective or not effective, as of the most
recent balance sheet date, as required by Item 307 of Regulation S-K.
Form 8-K filed on June 16, 2025
Exhibit 99.1
5.We remind you Item 10(e)(1)(i)(A) of Regulation S-K requires non-GAAP financial
measures not be presented with greater prominence than the most directly comparable
GAAP measure. We note your headings and narrative disclosures present several non-
GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin,
Adjusted gross margin, Adjusted service gross margin, and Adjusted product gross
margin, more prominently than the most directly comparable GAAP measures, Net
loss, Net loss margin, GAAP gross margin, GAAP service gross margin, and
GAAP product gross margin. Please revise future filings to fully comply with
Instruction 2 to Item 2.02 of Regulation 8-K, Item 10(e)(1)(i)(A) of Regulation S-K,
and Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.

August 29, 2025
Page 3
6.We note you present numerous pro forma combined disclosures for the quarter ended
and year ended March 31, 2024 as well as several pro forma non-GAAP financial
measures; however, it appears these disclosures represent combined historical
amounts with no related pro forma adjustments. To the extent you present pro forma
disclosures in future filings, including pro forma GAAP and pro forma non-GAAP
amounts, please ensure they comply with Article 11 of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing