PowerFleet : FORM 3 -INITIAL STATEMENT OF BENEFICIALOWNERSHIP OF SECURITIES-Martin Andrew L.

FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL

OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934

or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person*

2. Date of Event

3. Issuer Name and Ticker or Trading Symbol

Martin Andrew L.

Requiring Statement

Powerfleet, Inc. [ PWFL ]

(Month/Day/Year)

04/29/2024

4. Relationship of Reporting

5. If Amendment, Date of Original

(Last)

(First)

(Middle)

Person(s) to Issuer

Filed

C/O POWERFLEET, INC.

(Check all applicable)

(Month/Day/Year)

X Director

10%

123 TICE BOULEVARD

Owner

Officer

Other

(Street)

(give title

(specify

6. Individual or Joint/Group Filing

WOODCLIFF NJ

below)

below)

(Check Applicable Line)

07677

X

Form filed by One Reporting

LAKE

Person

Form filed by More than

(City)

(State)

(Zip)

One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned

1. Title of Security (Instr. 4)

2. Amount of Securities

3. Ownership

4. Nature of Indirect Beneficial

Beneficially Owned (Instr.

Form: Direct

Ownership (Instr. 5)

4)

(D) or Indirect

(I) (Instr. 5)

Common Stock, par value $0.01 per share

20,190

D

By reporting person as UTMA

Common Stock, par value $0.01 per share

1,116

I

custodian for child

By reporting person as UTMA

Common Stock, par value $0.01 per share

1,036

I

custodian for child

Table II - Derivative Securities Beneficially Owned

(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable

3. Title and Amount of

4.

5.

6. Nature of

and Expiration Date

Securities Underlying Derivative

Conversion

Ownership

Indirect Beneficial

(Month/Day/Year)

Security (Instr. 4)

or Exercise

Form:

Ownership (Instr.

Price of

Direct (D)

5)

Amount

Derivative

or Indirect

or

Security

(I) (Instr.

Date

Expiration

Number

5)

of

Exercisable

Date

Title

Shares

Explanation of Responses:

Remarks:

Exhibit 24 - Power of Attorney

/s/ Andrew Martin

05/07/2024

** Signature of Reporting Person

Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).

• Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Steve Toweand David Wilsonhis or her true and lawful attorneys-in-fact to:

1. execute for and on behalf of the undersigned (i) Schedules 13D and 13G, Form ID, and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules thereunder, and (ii) Form 144 in accordance with Rule 144 of the Securities Act of 1933, as amended (the "Securities Act"), and the rules thereunder;
2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete the execution of any such Schedules 13D or 13G, Form ID application for EDGAR codes, and Forms 3, 4, 5 or 144, and the timely filing of such Forms with the United States Securities and Exchange Commission and any other authority; and
3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, including, without limitation, the execution and filing of a Form 4 with respect to a transaction which may be reported on a Form 5, it being understood that the documents executed by such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorneys-in-fact may approve in their discretion.

The undersigned hereby grants to such attorneys-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary and proper to be done in the exercise of any of the rights and powers herein granted, as fully and to all intents and purposes as she might or could do in person, with full power of substitution and resubstitution, hereby ratifying and confirming all that such attorneys-in-fact, or their substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming any of the undersigned's responsibilities to comply with Sections 13 and 16 of the Exchange Act and Rule 144 of the Securities Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any Schedules 13D and 13G and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder and any Form 144 in accordance with Rule 144 of the Securities Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Powerfleet, Inc., unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

This Power of Attorney hereby revokes any other powers of attorney previously executed by the undersigned with respect to the execution and filing of any Schedules 13D and 13G, Form ID and Forms 3, 4 and 5 in accordance with Sections 13 and 16(a) of the Exchange Act and the rules thereunder and any Form 144 in accordance with Rule 144 of the Securities Act and the rules thereunder with respect to the undersigned's holdings of and transactions in securities issued by Powerfleet, Inc.

[Signature Page Follows]

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 7th day of May

2024.

By: /s/ Andrew Martin

Name:Andrew Martin