UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
SD
Specialized
Disclosure Report
POWERFLEET,
INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-39080 |
|
83-4366463 |
| (State
or other jurisdiction of |
|
(Commission |
|
(IRS
Employer |
| incorporation
or organization) |
|
File
Number) |
|
Identification
No.) |
| 123
Tice Boulevard, Woodcliff Lake, New Jersey |
|
07677 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
David
Wilson, Chief Financial Officer, (201) 996-9000
(Name
and telephone number, including area code, of the person to contact in connection with this report.)
Check
the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information
in this form applies:
| ☒ |
Rule
13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2024. |
| ☐ |
Rule
13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended _____. |
Section
1 – Conflict Minerals Disclosure
Item
1.01. Conflict Minerals Disclosure and Report.
This
Form SD and the Conflict Minerals Report attached hereto as Exhibit 1.01 of Powerfleet, Inc. (the “Company”) are filed pursuant
to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period January 1, 2024 to December
31, 2024. A copy of the Company’s Conflict Minerals Report is provided as Exhibit 1.01 hereto and is publicly available at the
Company’s website www.powerfleet.com under “Investor Relations” and “All SEC Filings”.
Item
1.02. Exhibit.
As
specified in Section 3, Item 3.01 of this Form SD, the Company is hereby filing its Conflict Minerals Report as Exhibit 1.01 to this
report.
Section
3 – Exhibits
Item
3.01. Exhibits.
The
following exhibit is filed as part of this report:
Exhibit
1.01 - Conflict Minerals Report of Powerfleet, Inc. as required by Items 1.01 and 1.02 of this Report.
Forward-Looking
Statements
Unless
otherwise indicated or required by the context the terms “we,” “our,” and “us” refer to Powerfleet,
Inc.
This
report and any exhibits to this report may contain “forward-looking statements” as defined in the Private Securities Litigation
Reform Act of 1995 regarding our business, products and conflict minerals efforts, including steps we intend to take to mitigate the
risk that conflict minerals in our products benefit armed groups in the Democratic Republic of Congo or an adjoining country. The words
“anticipate,” believe,” “estimate,” “expect,” “intend,” “will,” “should”
and similar expressions, as they relate to us, are intended to identify forward-looking statements, but are not the exclusive means of
identifying forward-looking statements in this report. Additionally, statements concerning future matters that are not historical are
forward-looking statements. Although forward-looking statements in this report reflect our good faith judgment, such statements can only
be based on facts and factors currently known to us. Consequently, forward-looking statements are inherently subject to risk and uncertainties,
and actual results and outcomes may differ materially from the results and outcomes discussed in or anticipated by forward-looking statements.
Factors that could cause or contribute to such differences in results or outcomes include without limitation: the risk that information
reported to us by our suppliers from which we directly procure finished goods, components, materials and/or services for our products
(direct suppliers), or industry information used by us, may be inaccurate; the risk that smelters or refiners (processing facilities)
may not participate in the Conflict Free Smelter Program, which is a voluntary initiative in which independent third parties audit processing
facilities’ procurement and processing activities and determine if the processing facilities maintain sufficient documentation
to reasonably demonstrate conflict-free sourcing; as well as risks discussed under the heading “Risk Factors” in our most
recent Annual Report on Form 10-K filed with the Securities and Exchange Commission, as well as in our Quarterly Reports on Form 10-Q
and Current Reports on Form 8-K. Readers are urged not to place undue reliance on forward-looking statements, which speak only as of
the date of this report. We undertake no obligation to revise or update any forward-looking statements in order to reflect any event
or circumstance that may arise after the date of this report. Throughout this report, whenever a reference is made to our website, such
reference does not incorporate information from the website by reference into this report unless specifically identified as such.
SIGNATURE
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 duly authorized undersigned.
| POWERFLEET,
INC. |
|
|
| |
|
|
|
| By: |
/s/
David Wilson |
|
Date:
August 1, 2025 |
| Name: |
David
Wilson |
|
|
| Title: |
Chief
Financial Officer |
|
|
EXHIBIT
INDEX
| 1.01* |
Conflict Minerals Report of Powerfleet, Inc. as required by Items 1.01 and 1.02 of this Report. |
*
Filed herewith.
