POWERFLEET INC - Filing of 424b(3) prospectus

Filing of 424b(3) prospectus

POWERFLEET, INC.
Incorporated in the United States of America
(File number: 7272486)
Nasdaq share code: AIOT JSE share code: PWR
ISIN: US73931J1097
LEI 2549007NKEFPYEH4MF81
("Powerfleet")


FILING OF 424B(3) PROSPECTUS


Unless otherwise indicated, capitalised words and terms contained in this announcement shall bear the same meanings
ascribed thereto in the announcement published by Powerfleet on SENS on September 19, 2024 ("September SENS").

Shareholders are referred to the September SENS relating to the acquisition by Powerfleet of Fleet Complete for an
aggregate purchase consideration in the amount of USD200 million, subject to certain customary working capital and
other adjustments, which was settled through the payment of USD125 million in cash and the issue of 4 285 714 new
Powerfleet shares. A portion of the USD125 million cash consideration paid for the Acquisition was funded by the issue
of 20 000 000 new Powerfleet shares through the Private Placement described in the September SENS.

On November 29, 2024, pursuant to the terms of the Subscription Agreement, Powerfleet filed with the U.S. Securities
and Exchange Commission (the "SEC") a Registration Statement on Form S-1, which included a U.S. prospectus of
Powerfleet, in connection with the registration for the resale of an aggregate of 24 285 714 new Powerfleet shares.

On December 5, 2024, Powerfleet filed with the SEC Amendment No. 1 to the Registration Statement on Form S-1 (as
amended, the "Registration Statement") to update the U.S. prospectus of Powerfleet included therein.

On December 18, 2024, Powerfleet filed with the SEC a U.S. prospectus pursuant to Rule 424b(3) under the Securities
Act of 1933, which updated and finalized the prospectus that was included in the Registration Statement.

A copy of the prospectus can be found at: https://www.sec.gov/edgar/browse/?CIK=1774170&owner=exclude.

Powerfleet has a primary listing on The Nasdaq Global Market and a secondary listing on the Main Board of the JSE.

December 19, 2024


Sponsor
Java Capital

Date: 19-12-2024 08:00:00
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