POWERFLEET INC - Filing of Registration Statements

Filing of Registration Statements

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" or "Company")


FILING OF REGISTRATION STATEMENTS


Filing an amendment to registration statement on Form S-1

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 US$200 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 to
update the U.S. prospectus of Powerfleet included therein.

Filing a registration statement on Form S-8

Shareholders are further advised that a Registration Statement on Form S-8 has been filed by Powerfleet with the SEC,
which became effective automatically upon filing, in connection with the registration of 10 million new Powerfleet
shares available for issuance under the Company's 2018 Incentive Plan, as amended (the "2018 Plan"). The Company's
shareholders approved an amendment to the 2018 Plan at the annual meeting on September 17, 2024 as announced on
SENS on September 18, 2024, which increased the shares of common stock available for issuance under the 2018 Plan
by 10 million.

A copy of the registration statements 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 5, 2024


Sponsor
Java Capital

Date: 05-12-2024 01:00:00
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