UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box þ

*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 disclosures provided in a prior cover page.

The information required on 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).

SCHEDULE 13D

SCHEDULE 13D

This statement on Schedule 13D (“Schedule 13D”) relates to the Common Stock, $.01 par value per share (the “Common Stock”), of PowerFleet, Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 123 Tice Boulevard, Woodcliff Lake, NJ 07677. The common stock is listed on The Nasdaq Global Market.

(a)       This Schedule 13D is filed by Private Capital Management, LLC (“PCM”, “Reporting Person 1”) and Gregg J. Powers (“Reporting Person 2”), the CEO and Portfolio Manager of PCM. Reporting Person 1 shares include 29,722 shares of Common Stock purchased and held by PCM employees other than Mr. Powers. PCM and Mr. Powers are collectively referred to as the “Reporting Persons”. Mr. Powers disclaims beneficial ownership for the shares held by PCM. The Reporting Persons disclaim the existence of a group with respect to any third party.

(b)        Each of the Reporting Person’s business addresses are 8889 Pelican Bay Boulevard, Suite 500, Naples, FL 34108.

(c)        PCM is a registered investment adviser under the Investment Advisers Act of 1940. PCM has the power and authority to make decisions to buy and sell securities on behalf of its clients. Mr. Powers, as CEO and Portfolio Manager of PCM, has the authority to direct the actions of PCM including the decisions to buy and sell stock held by PCM clients. Mr. Powers is also the owner of the general partner of PCM’s holding company parent.

(d)       None of the Reporting Persons has, during the last five years, been convicted in any criminal proceedings (excluding traffic violations or similar misdemeanors).

(e)       None of the Reporting Persons has, during the last five years, been a party to any other civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       PCM is a limited liability corporation organized under the laws of the state of Delaware. Mr. Powers is a United States citizen.

PCM has acquired shares of Common Stock at an aggregate purchase price of $22,939,891 on behalf of its investment advisory clients. Funds for these purchases were derived from PCM clients. PCM employees other than Mr. Powers acquired Common Stock with their personal funds at an aggregate purchase price of $92,873.

Mr. Powers acquired 300,000 shares of Common Stock at an aggregate purchase price of $1,319,384, which were acquired with his personal funds.

PCM has acquired shares of Common Stock in the normal course of its business as a registered investment adviser investing Client assets on a fully discretionary basis. The Reporting Persons hold the Common Stock of the Company for investment purposes. On April 29, 2024, an employee of PCM – Andrew Martin – was appointed to the Board of Directors of the Company. Depending on the factors discussed herein, a Reporting Person may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of the shares of Common Stock held by a Reporting Person. Any actions the Reporting Person might undertake will be dependent upon the Reporting Person’s review of numerous factors, including, among other things, the price levels of the Common Stock, general market and economic conditions, ongoing evaluation of the Company’s business, financial condition, operations and prospects, the relative attractiveness of alternative business and investment opportunities, PCM client liquidity needs, and other future developments. Any future acquisitions or sales of Common Stock will be subject to the Company’s policies, including its insider trading policy, as applicable.

The Reporting Persons do not have any present plans or intentions that would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

Not applicable.

Not applicable.

*PCM exercises shared voting authority with respect to shares held by those PCM clients that have delegated proxy voting authority to PCM. Such delegation may be granted or revoked at any time at the client's discretion.

**PCM disclaims beneficial ownership of shares over which it has dispositive power and disclaims the existence of a group.

The Reporting Persons previously filed a Schedule 13G on February 5, 2024.

Signatures

After reasonable inquiry and to the best of the knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit 1

JOINT FILING AGREEMENT

PURSUANT TO RULE 13d-1(k)

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.