UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

PowerFleet, Inc.
(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

73931J109
(CUSIP Number)

December 31, 2022
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No.: 73931J109
       
1
NAME OF REPORTING PERSON
Lynrock Lake LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
3,604,466
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
3,604,466
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,604,466
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.97% (1)
12
TYPE OF REPORTING PERSON
PN, IA
(1) Based on 36,170,937 shares of Common Stock of PowerFleet, Inc. (the "Issuer") outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q filed with the Securities and Exchange Commission ("SEC") on November 9, 2022.
CUSIP No.: 73931J109
       
1
NAME OF REPORTING PERSON
Lynrock Lake Partners LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
3,604,466
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
3,604,466
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,604,466
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.97% (1)
12
TYPE OF REPORTING PERSON
OO, HC
(1) Based on 36,170,937 shares of Common Stock of the Issuer outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2022.
CUSIP No.: 73931J109
       
1
NAME OF REPORTING PERSON
Cynthia Paul
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
3
SEC USE ONLY
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
3,604,466
6
SHARED VOTING POWER
0
7
SOLE DISPOSITIVE POWER
3,604,466
8
SHARED DISPOSITIVE POWER
0
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,604,466
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.97% (1)
12
TYPE OF REPORTING PERSON
IN, HC
(1) Based on 36,170,937 shares of Common Stock of the Issuer outstanding as of November 3, 2022, as reported in the Issuer's Form 10-Q filed with the SEC on November 9, 2022.
CUSIP No.: 73931J109
     
ITEM 1(a).
NAME OF ISSUER:
   
 
PowerFleet, Inc. (the "Issuer")
   
ITEM 1(b).
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
   
 
123 Tice Boulevard
Woodcliff Lake, New Jersey 07677
   
ITEM 2(a).
NAME OF PERSON FILING:
   
 
Lynrock Lake LP
Lynrock Lake Partners LLC
Cynthia Paul
   
ITEM 2(b).
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
 

2 International Drive, Suite 130
Rye Brook, NY 10573
   
ITEM 2(c).
CITIZENSHIP:
   
 
Lynrock Lake LP - Delaware
Lynrock Lake Partners LLC - Delaware
Cynthia Paul - United States
   
ITEM 2(d).
TITLE OF CLASS OF SECURITIES:
   
 
Common Stock, par value $0.01 per share ("Common Stock")
   
ITEM 2(e).
CUSIP NUMBER:
   
  73931J109



ITEM 3.
IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A:
   
 
(a) [  ]  Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c);
   
 
(b) [  ]  Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
   
 
(c) [  ]  Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
   
 
(d) [  ]  Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
   
 
(e) [X] An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E);
   
 
(f) [  ]  An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F);
   
 
(g) [X] A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G);
   
 
(h) [  ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
   
 
(i) [  ]  A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
   
 
(j) [  ] A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J);
   
 
(k) [  ] Group, in accordance with 240.13d-1(b)(1)(ii)(K).
   
ITEM 4.
OWNERSHIP:
   
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
     
 
(a)
Amount beneficially owned as of December 31, 2022:
   
Lynrock Lake LP - 3,604,466
Lynrock Lake Partners LLC - 3,604,466
Cynthia Paul - 3,604,466
     
 
(b)
Percent of class as of December 31, 2022:
   
Lynrock Lake LP - 9.97%
Lynrock Lake Partners LLC - 9.97%
Cynthia Paul - 9.97%
     
 
(c)
Number of shares as to which the person has:
     
   
(i) Sole power to vote or to direct the vote:
   
Lynrock Lake LP - 3,604,466
Lynrock Lake Partners LLC - 3,604,466
Cynthia Paul - 3,604,466
     
   
(ii) Shared power to vote or to direct the vote:
   
Lynrock Lake LP - 0
Lynrock Lake Partners LLC - 0
Cynthia Paul - 0
     
   
(iii) Sole power to dispose or to direct the disposition of:
   
Lynrock Lake LP - 3,604,466
Lynrock Lake Partners LLC - 3,604,466
Cynthia Paul - 3,604,466
     
   
(iv) Shared power to dispose or to direct the disposition of:
   
Lynrock Lake LP - 0
Lynrock Lake Partners LLC - 0
Cynthia Paul - 0




As of December 31, 2022, Lynrock Lake Master Fund LP ("Lynrock Lake Master") directly held 3,604,466 shares of the Issuer's Common Stock. Lynrock Lake LP (the "Investment Manager") is the investment manager of Lynrock Lake Master, and pursuant to an investment management agreement, the Investment Manager has been delegated full voting and investment power over securities of the Issuer held by Lynrock Lake Master. Cynthia Paul, the Chief Investment Officer of the Investment Manager and Sole Member of Lynrock Lake Partners LLC, the general partner of the Investment Manager, may be deemed to exercise voting and investment power over securities of the Issuer held by Lynrock Lake Master.
ITEM 5.
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
   
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ].
   
ITEM 6.
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
   
 
As disclosed in Item 4 of this Schedule 13G, as of December 31, 2022, Lynrock Lake Master directly held 3,604,466 shares of the Issuer's Common Stock. Certain feeder funds that invest in Lynrock Lake Master may have the right to receive dividends from, or the proceeds from the sale of, the securities directly held by Lynrock Lake Master.
   
ITEM 7.
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
   
 
Not applicable.
   
ITEM 8.
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
   
 
Not applicable.
ITEM 9.
NOTICE OF DISSOLUTION OF GROUP:
   
 
Not applicable.
   
ITEM 10.
CERTIFICATION:
   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 14, 2023
 
LYNROCK LAKE LP
By: Lynrock Lake Partners LLC,
its general partner
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
       
 
LYNROCK LAKE PARTNERS LLC
  
       
 
By:
/s/ Cynthia Paul
  
 
Name:
Cynthia Paul
  
 
Title:
Sole Member
  
       
 
/s/ Cynthia Paul
  
 
CYNTHIA PAUL