Powerfleet, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds None. Item 6. Exhibits The following exhibits are filed with this Quarterly Report on Form 10-Q: Exhibits: Exhibit Number Description 2.2 Amending Agreement No. 1 (Share Purchase Agreement), dated October 1, 2024, by and between Powerfleet, Inc. and Powerfleet Canada Holdings Inc. and Golden Eagle Topco, LP (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 1, 2024).† 10.1 Registration Rights Agreement, dated October 1, 2024, by and between Powerfleet, Inc. and Ontario Teachers’ Pension Plan Board (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on October 2, 2024).† 10.2 Amendment No. 1, effective as of December 30, 2024, to the Amended and Restated Credit Agreement, dated March 18, 2024, by and among Powerfleet Israel Ltd., Pointer Telocation Ltd. and Bank Hapoalim B.M (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Powerfleet, Inc., filed with the SEC on January 3, 2025).† 31.1 Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 31.2 Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* 32 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. § 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.* 101 The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in Inline XBRL: (i) Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2024; (ii) Condensed Consolidated Statements of Operations for the three and nine months ended December 31, 2023 and 2024; (iii) Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended December 31, 2023 and 2024; (iv) Condensed Consolidated Statement of Changes in Stockholders’ Equity for the periods April 1, 2023 through December 31, 2023 and April 1, 2024 through December 31, 2024 (v) Condensed Consolidated Statements of Cash Flows for the nine months ended December 31, 2023 and 2024; and (vi) Notes to Condensed Consolidated Financial Statements. 104 The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2024, formatted in Inline XBRL (included as Exhibit 101). * Furnished herewith. † Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules or exhibits upon request by the SEC. 61 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. POWERFLEET, INC. Date: February 10, 2025 By: /s/ Steve Towe Steve Towe Chief Executive Officer (Principal Executive Officer) Date: February 10, 2025 By: /s/ David Wilson David Wilson Chief Financial Officer (Principal Financial and Accounting Officer) 62