SecProbe.io

CORRESP
1
filename1.htm

September
15, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Jeffrey
                                            Gordon

  Anne
McConnell

 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
Mr. Gordon and Ms. McConnell:

Powerfleet,
Inc. (the “Company”) acknowledges receipt of the letter of comment dated August 29, 2025 (the “Comment Letter”)
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with regard to the above-referenced matter. For
the Staff’s convenience, each comment contained in the Comment Letter has been reproduced below in italics followed by the Company’s
response.

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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will provide in future filings, beginning with the
Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, the disclosures required by ASC 420-10-50 and
SAB Topic 5:P:4 in MD&A and the notes to the financial statements.

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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff as follows:

        1

The
non-GAAP adjustment identified as “Recognition of pre-October 1, 2024 contract assets (Fleet Complete)” relates to revenue
timing differences resulting from the application of U.S. GAAP to Fleet Complete’s legacy bundled hardware and subscription contracts.

Prior
to the Company’s acquisition of Fleet Complete (the “FC Acquisition”), Fleet Complete applied Canadian Accounting Standards
for Private Enterprises, pursuant to which bundled hardware and service offerings were typically accounted for as a single performance
obligation with revenue recognized over time. Following the FC Acquisition, in accordance with ASC 606, hardware is treated as a separate
performance obligation satisfied at a point in time, with control transferring to the customer on delivery. As a result, certain hardware
deliveries made prior to the FC Acquisition created a contract asset at acquisition and were subsequently recognized under ASC 606 through
post-acquisition customer billing.

This
non-GAAP adjustment is calculated each reporting period by identifying and extracting the proportional invoice value of these hardware
deliveries that were originally shipped prior to October 1, 2024 from the relevant contract asset general ledger accounts. The allocation
between hardware and service revenue performance obligations was determined based on standalone selling prices in accordance with ASC
606.

The
Company respectfully notes that it considered relevant guidance including the guidance set forth in Question 100.04 of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures and included this as a non-GAAP adjustment for the following reasons:

 ● The
                                            adjustment is intended to enhance operating comparability during a defined transition period
                                            ending September 2027, rather than to depict the continuing impact of an acquisition on a
                                            pro forma basis. This is aligned with current investor and analyst expectations.

 ● The
                                            adjustment is non-recurring, tied to a fixed population of pre-acquisition contracts, and
                                            is expected to phase out completely by September 2027, after which it will be retired.

 ● The
                                            adjustment is not intended as a revenue substitute or proxy, nor is it intended to reflect
                                            billings or any form of accelerated or deferred GAAP revenue. To corroborate this, the Company
                                            notes that its annual revenue guidance is on a U.S. GAAP basis and excludes such adjustment.

In
response to the Staff’s comment, the Company will revise future filings to:

 ● Retitle
                                            the adjustment as “Invoice values attributable to hardware applied against pre-acquisition
                                            Contract Asset (Fleet Complete)” to avoid any implication of revenue recognition.

 ● Expand
                                            the non-GAAP footnote to describe the nature of the adjustment, its calculation, purpose
                                            (i.e., enhancing operating comparability during the transition), and finite duration.

 ● Provide
                                            the anticipated roll-forward of these invoiced values through September 2027, substantially
                                            in the following form:

    Fiscal year end
    Duration included
    $’000

    March 31, 2025
    6 Months
      3,809

    March 31, 2026
    12 Months
      5,055

    March 31, 2027
    12 Months
      2,582

    March 31, 2028
    6 Months
      279

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.

        2

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will discuss and quantify in future annual and quarterly
filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, the material debt
covenants for each debt agreement and disclose whether it has complied with such 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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will provide managements’ conclusion in future
filings requiring this disclosure, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending September
30, 2025, 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.

In
the Company’s next Quarterly Report on Form 10-Q, it will update the disclosure below as of September 30, 2025, and incorporate
the revised disclosure under Item 4. Controls and Procedures.

As
of June 30, 2025, the Company carried out an evaluation, with the participation of its management, including the Company’s principal
executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act). Due to the material weaknesses in internal control over financial reporting, management
concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025. Notwithstanding the existence
of these material weaknesses, management believes that the condensed consolidated financial statements in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025 present, in all material aspects, the Company’s financial condition as
reported, in conformity with U.S. GAAP.

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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that its future filings will fully comply with Instruction
2 to Item 2.02 of Form 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.

 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.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that, to the extent the Company presents pro forma disclosures
in future filings, including pro forma GAAP and pro forma non-GAAP amounts, it will ensure they comply with Article 11 of Regulation
S-X.

        3

If
you should you have any questions regarding the Company’s responses set forth above, please contact me at (201) 996-9000 or dwilson@powerfleet.com.

    Sincerely,

    /s/
                                            David Wilson

    David
    Wilson

    Chief
    Financial Officer

        4