Item
2.02. Results of Operations and Financial Condition.
On
November 4, 2021, PowerFleet, Inc. (the “Registrant”) issued a press release regarding financial results for the fiscal quarter
ended September 30, 2021. A copy of the press release is being furnished as Exhibit 99.1 to this report.
The
information in this report is being furnished pursuant to Item 2.02 of Form 8-K. In accordance with General Instruction B.2. of Form
8-K, the information in this report, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of
the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in
such a filing.
Forward-Looking
Statements
This
report, including Exhibit 99.1 furnished herewith, contains forward looking statements within the meaning of federal securities laws.
Forward-looking statements include statements with respect to the Registrant’s beliefs, plans, goals, objectives, expectations,
anticipations, assumptions, estimates, intentions, and future performance, and involve known and unknown risks, uncertainties and other
factors, which may be beyond the Registrant’s control, and which may cause its actual results, performance or achievements to be
materially different from future results, performance or achievements expressed or implied by such forward-looking statements. All statements
other than statements of historical fact are statements that could be forward-looking statements. For example, forward-looking statements
include statements regarding: prospects for additional customers; potential contract values; market forecasts; projections of earnings,
revenues, synergies, accretion or other financial information; emerging new products; and plans, strategies and objectives of management
for future operations, including growing revenue, controlling operating costs, increasing production volumes, and expanding business
with core customers. The risks and uncertainties referred to above include, but are not limited to, future economic and business conditions,
the ability to recognize the anticipated benefits of the acquisition of Pointer Telocation Ltd. (“Pointer”), which may be
affected by, among other things, the loss of key customers or reduction in the purchase of products by any such customers, the failure
of the market for the Registrant’s products to continue to develop, the possibility that the Registrant may not be able to integrate
successfully the business, operations and employees of I.D. Systems, Inc. (“I.D. Systems”) and Pointer, the inability to
protect the Registrant’s intellectual property, the inability to manage growth, the effects of competition from a variety of local,
regional, national and other providers of wireless solutions, and other risks detailed from time to time in the Registrant’s filings
with the Securities and Exchange Commission, including the Registrant’s annual report on Form 10-K for the year ended December
31, 2020. These risks could cause actual results to differ materially from those expressed in any forward-looking statements made by,
or on behalf of, the Registrant. Unless otherwise required by applicable law, the Registrant assumes no obligation to update any forward-looking
statements, and expressly disclaims any obligation to do so, whether as a result of new information, future events or otherwise.