SecProbe.io

CORRESP
 1
 filename1.htm

 October
14, 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

 Response
 dated September 15, 2025

 File
 No. 001-39080

 Dear
Mr. Gordon and Ms. McConnell:

 Powerfleet,
Inc. (the "Company") acknowledges receipt of the letter of comment dated September 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

 Non-GAAP
Financial Information, page 40

 1. We
 have reviewed your response to prior comment 2. We understand that Fleet Complete previously
 accounted for bundled hardware and service offerings as a single performance obligation and
 recognized revenue over time. We also understand that, following your acquisition of Fleet
 Complete, hardware is now a separate performance obligation that is satisfied at a point
 in time. Please more fully address the following:

 ● Given
 the differences you noted between Canadian Accounting Standards for Private Enterprises and
 U.S. GAAP regarding revenue recognition, explain if and how you accounted for hardware deliveries
 made prior to the acquisition of Fleet Complete in your purchase price allocation and address
 how your valuation and accounting complied with U.S. GAAP;

 ● Explain
 if and how you are accounting for hardware deliveries made prior to the acquisition of Fleet
 Complete in your historical financial statements and address how your accounting complies
 with U.S. GAAP;

 ● Explain
 why you believe a non-GAAP adjustment that adds revenue meant to represent "the proportional
 invoice value of hardware deliveries originally shipped prior to October 1, 2024" is
 necessary and appropriate in calculating certain non- GAAP financial measures; and

 ● We
 note your non-GAAP adjustment appears to result in an adjustment to revenue in the current
 period that should/would have been recognized under U.S. GAAP in a prior period. Explain
 why you believe this adjustment complies with Question 100.04 of the Compliance & Disclosure
 Interpretations on Non-GAAP Financial Measures.

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

 Accounting
for Pre-Acquisition Hardware Deliveries in Purchase Price Allocation

 Under
U.S. GAAP, consistent with ASC 606, hardware and subscription services are identified as separate performance obligations. Hardware revenue
is recognized at a point in time when control of the hardware transfers to the customer, while revenue related to subscription services
is recognized over time as the services are provided. Accordingly, under U.S. GAAP, hardware revenue is recognized when control is transferred
to the customer, with a related contract asset, rather than deferring revenue over a period.

 The
Company accounted for hardware sales made by Fleet Complete prior to the acquisition date in the purchase price allocation under ASC
805. Specifically, hardware deliveries made by Fleet Complete prior to the acquisition date were included in the measurement of acquired
contract assets. The value of these contract assets reflect the proportional amounts allocated to hardware based on relative stand-alone
selling prices, reduced by the allocation of the corresponding proportionate amounts invoiced up until the acquisition date. In performing
the purchase price allocation, the Company evaluated Fleet Complete's customer contracts under ASC 606 to (i) identify performance
obligations as of each contract's inception date and (ii) recognize and measure the related contract assets for such acquired revenue
contracts as if the Company had originated the contracts based on ASC 805-20-30-28.

 After
the acquisition date, the Company recognizes service revenue prospectively as the remaining service-related performance obligations are
satisfied in accordance with ASC 606. After the acquisition date, as amounts become billable for hardware sales under the contract's
monthly billing schedule, the related contract asset is reclassified to accounts receivable and no hardware revenue related to such pre-acquisition
hardware deliveries is recognized in the income statement.

 Accounting
for Pre-Acquisition Hardware Deliveries in Historical Financial Statements

 The
Company respectfully refers the Staff to Note 2[E] to the Consolidated Financial Statements in the Company's Annual Report on Form
10-K for the year ended March 31, 2025, which describes the Company's significant accounting policy for revenue recognition, including
the accounting treatment for hardware deliveries.

 As
disclosed in such policy, product sales are recognized at a point in time when title or control transfers to the customer, which generally
occurs upon shipment or delivery, and when the related performance obligations have been satisfied. The Company exercises significant
judgment to determine whether control of the hardware has transferred to the customer and whether the hardware is distinct from the related
SaaS services. For arrangements in which the hardware is not distinct, the hardware and SaaS services are accounted for as a bundled
performance obligation.

 In
the Company's historical consolidated financial statements, the Company did not recognize revenue for hardware deliveries made
by Fleet Complete prior to the acquisition date. This approach is consistent with ASC 805, which requires the acquirer to recognize the
identifiable assets acquired and liabilities assumed at fair value as of the acquisition date, but does not permit the inclusion of the
pre-acquisition revenues of the acquiree into the acquirer's historical financial statements.

 At
the acquisition date, the Company recognized contract assets related to such hardware deliveries made prior to the acquisition of Fleet
Complete in accordance with ASC 805-20-30-28. Following the acquisition of Fleet Complete, revenue is recognized prospectively as the
remaining performance obligations are satisfied in accordance with ASC 606.

 Non-GAAP
Adjustment Related to Pre-Acquisition Hardware Deliveries

 Upon
further evaluation, the Company has determined that the non-GAAP adjustment previously applied to add amounts described as the "proportional
invoice value of hardware deliveries originally shipped prior to October 1, 2024" is not necessary or appropriate in calculating
certain non-GAAP financial measures. Accordingly, the Company will remove this adjustment from the Adjusted EBITDA calculations presented
in its future filings commencing with its filings for the period ended September 30, 2025.

 2

 Going
forward, the Company intends to provide the following in its MD&A disclosure:

 "Cash
flow from operating activities for the three and six months ended September 30, 2025, includes approximately $1,350 and $2,853, respectively
($0 and $0, respectively for the three and six months ended September 30, 2024) which represent recoveries, through customer billings,
of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. Under ASC 606, such
hardware was identified as a separate performance obligation satisfied at the point of delivery, resulting in the recognition of a contract
asset at the acquisition date for hardware delivered prior to the acquisition. This contract asset is being recovered post-acquisition
through customer billings."

 Compliance
of Non-GAAP Adjustment with Question 100.04 of the Compliance & Disclosure Interpretations (C&DIs") on Non-GAAP Financial
Measures

 The
Company respectfully acknowledges Question 100.04 of the C&DIs on Non-GAAP Financial Measures and the Staff's guidance regarding
adjustments that accelerate or defer revenue or otherwise modify GAAP recognition and measurement. After further review, the Company
has concluded that the previously proposed adjustment is not appropriate and, accordingly, will no longer be included in the Company's
non-GAAP financial measures commencing with its filings for the quarter ended September 30, 2025.

 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

 3