Form NT 10-Q - Notification of inability to timely file Form 10-Q or 10-QSB
09 Agosto 2024 - 10:24PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
12b-25
NOTIFICATION
OF LATE FILING
SEC
File Number 001-39080
CUSIP
Number 73931J109
(Check
One): |
☐ Form
10-K |
☐ Form
20-F |
☐ Form
11-K |
☒ Form
10-Q |
☐ Form
10-D |
|
☐ Form
N-CEN |
☐ Form
N-CSR |
|
|
|
For
Period Ended: June 30, 2024
☐ Transition
Report on Form 10-K
☐ Transition
Report on Form 20-F
☐ Transition
Report on Form 11-K
☐ Transition
Report on Form 10-Q
For
the Transition Period Ended:
Read
Instruction (on back page) Before Preparing Form. Please Print or Type. |
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I
REGISTRANT
INFORMATION
Powerfleet,
Inc. |
Full
Name of Registrant
Not
Applicable |
Former
Name if Applicable
123
Tice Boulevard |
Address
of Principal Executive Office (Street and Number)
Woodcliff
Lake, New Jersey 07677 |
City,
State and Zip Code |
PART
II
RULES
12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate.)
|
(a) |
|
The
reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
|
|
|
|
☒ |
(b) |
|
The
subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion
thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report
or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the
fifth calendar day following the prescribed due date; and |
|
|
|
|
|
(c) |
|
The
accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III
NARRATIVE
State
below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not
be filed within the prescribed time period.
Powerfleet,
Inc. (the “Company”) has determined that it will not be able to file its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2024 (the “Form 10-Q”) by August 9, 2024, the original due date for such filing, without unreasonable effort or
expense, due to delays in compiling and reviewing certain information included in the Form 10-Q resulting primarily from additional time
required for the Company to complete the financial statement close process and to resolve a comment letter from the Securities and Exchange
Commission (“SEC”) relating to the Company’s designation as the accounting acquirer in its business combination with
MiX Telematics Ltd (“MiX Telematics”). The Company expects to file the Form 10-Q within the extension period of five calendar
days, as provided under Rule 12b-25 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
PART
IV
OTHER
INFORMATION
(1)
Name and telephone number of person to contact in regard to this notification:
David
Wilson |
|
(201) |
|
996-9000 |
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s)
been filed? If answer is no, identify report(s).
☐
Yes ☒ No
The
Company’s Transition Report on Form 10-K for the transition period from January 1, 2024 to March 31, 2024.
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or portion thereof?
☒ Yes
☐ No
If
so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why
a reasonable estimate of the results cannot be made.
At
this time, a reasonable estimate of the change in results of operations from the corresponding period for the quarter ended June 30,
2023 cannot be made due to delays in compiling and reviewing certain information included in the Form 10-Q resulting primarily from additional
time required for the Company to complete the financial statement close process and to resolve a comment letter from the SEC relating
to the Company’s designation as the accounting acquirer in its business combination with MiX Telematics.
Forward-Looking
Statements
Certain
statements made in this Form 12b-25 constitute forward-looking statements within the meaning of the federal securities laws. All statements
contained in this Form 12b-25 that do not relate to matters of historical fact should be considered forward-looking statements. For example,
forward-looking statements include, without limitation, statements regarding the Company’s expectations regarding its financial
information for its quarter ended June 30, 2024 and the Company’s expectation that it will file the Form 10-Q within the extension
period of five calendar days, as provided under Rule 12b-25 under the Exchange Act. These forward-looking statements are based on management’s
current expectations. These statements are neither promises nor guarantees, and are subject to the risk that the Company is not able
to complete its Form 10-Q within the extension period of five calendar days, and the risk that the Company finds errors as it completes
its consolidated financial statements. Unless otherwise required by applicable law, the Company 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.
Powerfleet,
Inc.
(Name
of Registrant as Specified in Charter)
has
caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.
Date:
August 9, 2024 |
By: |
/s/
David Wilson |
|
|
David
Wilson |
|
|
Chief
Financial Officer |
Grafico Azioni PowerFleet (NASDAQ:AIOT)
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