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EMAIL:
HYu@olshanlaw.com

DIRECT
DIAL: 212.451.2294

    August
    12, 2024

VIA
EDGAR AND ELECTRONIC MAIL

Mindy
Hooker

Hugh
West

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

 Re: Powerfleet,
                                            Inc.

Form
10-K for Fiscal Year Ended December 31, 2023

Amended
Form 8-K Filed June 14, 2024

File
No. 001-39080

Dear
Ms. Hooker and Mr. West:

We
acknowledge receipt of the letter of comment dated July 30, 2024 (the “Comment Letter”) from the staff (the “Staff”)
of the Securities and Exchange Commission (the “Commission”) with regard to the above-referenced matter. We have reviewed
the Comment Letter with Powerfleet, Inc. (the “Company” or “Powerfleet”) and provide the following responses
on their behalf.

Before
addressing the accounting aspects of the Staff’s comment, we believe it may be helpful to provide some additional context with
respect to the key events that led to the business combination (the “Business Combination”) between Powerfleet and MiX Telematics
Limited (“MiX” or “MiX Telematics”).

Powerfleet’s
intent has been to execute strategic acquisitions within its industry. In December 2022, Powerfleet entered into dialogue with William
Blair & Company L.L.C. (“William Blair”) to explore potential combinations. In January 2023, the Company had rebuffed
interest expressed from MiX to enter into exploratory merger discussions. William Blair was then formally appointed by the Company in
March 2023 as its financial advisor. In April 2023, William Blair subsequently reintroduced Powerfleet to MiX, among others, as a potential
target, leading to an in-person meeting between key leaders from both companies in April 2023.

Following
this meeting and subsequent in-person meetings in Chicago in June 2023, the parties agreed to pursue a combination through a period of
exclusivity through an indication of interest delivered to MiX by Powerfleet. During this time, a number of key parameters were agreed
to by the two parties, including that:

 1. Powerfleet
                                            would be the legal acquirer;

    August 12, 2024

Page 2

 2. Steve
                                            Towe, the Chief Executive Officer of Powerfleet, would remain CEO of the combined business
                                            and the combined business would adopt Powerfleet’s Unity product and branding strategy;

 3. The
                                            branding strategy for the MiX portion of the combined entity would be “MiX by Powerfleet”,
                                            and ultimately, the MiX SaaS platforms would integrate into Powerfleet’s SaaS platform;
                                            and

 4. The
                                            former CEO of MiX would retire from the business as of the closing of the transaction.

As
consideration for a Powerfleet “controlled acquisition” as described above, the parties agreed a premium would need to be
paid by Powerfleet to MiX’s shareholders.

It
was also fully understood that Powerfleet would need to complete and be responsible for obtaining the financing required to redeem in
full Powerfleet’s Series A convertible preferred stock (the “Series A Preferred Stock”), which had an optional redemption
feature that required the Company to redeem the Series A Preferred Stock in certain circumstances.

As
part of the final negotiations, which included the previously discussed implied premium to MiX’s shareholders (see computations
in Appendix A), it was agreed that the executive leadership team of the combined business—comprising the CEO, CFO, and Chief Corporate
Development Officer (CDO)—would be drawn from Powerfleet.

Additionally,
it was agreed Powerfleet’s existing Chairman of the Board would remain the Chairman of the Board of the combined business, the
Powerfleet name and branding would be retained, and the headquarters of the combined business would remain in New Jersey, Powerfleet’s
existing headquarters.

For
additional background please see the Company’s Amendment No. 1 to Form S-4 as filed with the Commission on January 22, 2024 and
provided to all investors in connection with the approval of the transaction.

To
facilitate the Staff’s review, we have reproduced the text of the Staff’s comment in bold print and our response appears
immediately below.

    August 12, 2024

Page 3

Amended
Form 8-K filed on June 14, 2024

Unaudited
Pro Forma Combined Financial Information

 1. We
                                            note you completed a business combination with MiX Telematics in which you acquired all of
                                            the issued and outstanding shares of MiX Telematics in exchange for 70,704,110 shares of
                                            your common stock. We also note that you had 37,229,000 shares of common stock outstanding
                                            as of December 31, 2023. In this regard, it appears that MiX Telematics obtained majority
                                            equity ownership in Powerfleet at the close of the transaction. Furthermore, we note you
                                            are changing your year end to the same year end historically used by MiX Telematics and that
                                            as part of the business combination with MiX Telematics, you expect to migrate your central
                                            corporate accounting function to MiX Telematics’ central corporate accounting function
                                            and team. If MiX Telematics obtained control, explain why you accounted for the transaction
                                            as an acquisition rather than a business combination accounted for as a reverse acquisition
                                            and provide us with the authoritative guidance you relied upon in determining your accounting
                                            treatment. Refer to ASC 805-40.

Response:
In connection with the Business Combination with MiX, the Company conducted an analysis based on the guidance in ASC 805 Business
Combinations, including the guidance related to reverse acquisitions in ASC 805-40. ASC 805-40 is applicable when the issuing entity
is determined to be the accounting acquiree.

The
Business Combination was effected when MiX shareholders exchanged 100% of their equity interests in MiX for newly issued shares of Powerfleet
common stock, resulting in MiX becoming an indirect wholly owned subsidiary of Powerfleet. As used herein, “legacy Powerfleet”
refers to Powerfleet before the Business Combination, “legacy MiX” refers to MiX before the Business Combination and the
“combined entity” refers to Powerfleet after the Business Combination.

Given
the Business Combination was effected through an exchange of equity interests, further evaluation was required with respect to ASC 805-10-55-12
through 55-15 to determine the accounting acquirer. Additionally, because ASC 805 does not specify the weight to place on each indicator
associated with the assessment, the Company applied judgment and considered the weight of all the indicators in totality.

The
relative voting rights in the combined entity (ASC 805-10-55-12a).

On
April 2, 2024, MiX shareholders exchanged all their outstanding MiX ordinary shares, including those represented by American Depositary
Shares (ADSs), for shares of Powerfleet common stock. This exchange resulted in MiX shareholders owning approximately 65.5% of the combined
entity, while Powerfleet shareholders owned approximately 34.5%.

The
Company notes that the disproportionate holdings were at least partially driven by Powerfleet’s need to include a premium in the
transaction as discussed above. Said differently, when the parameters of the deal were initially negotiated in July 2023, the relative
equity values of the two companies were far closer at 56% to 44% in favor of MiX; however, after the inclusion of a 45.4% implied premium
paid by Powerfleet to MiX shareholders, based on the relative enterprise values as of June 30, 2023 (see Appendix A attached hereto,
which sets forth William Blair’s implied premium analysis) the MiX shareholders were expected to ultimately obtain 65% of the combined
entity. In parallel to this, the MiX Telematics board of directors obtained a final written opinion from BDO Corporate Finance Proprietary
Limited, acting as MiX’s independent expert in connection with the Business Combination, dated January 12, 2024, which concluded
that the value accretion for a MiX shareholder, on a minority marketable basis, based on fair value ranges was between 7.1% to 29.3%.

    August 12, 2024

Page 4

Additionally,
the six-month period between the deal announcement on October 10, 2023, and the close on April 2, 2024, largely driven by the regulatory
approval process in South Africa, saw a significant reduction in MiX’s institutional investor ownership. The Company notes that
the combined shareholder group is largely composed of institutional investors. Immediately after the completion of the transaction, Powerfleet
shareholders that were among the top 20 institutional investors held approximately 30.0% of the voting power of the combined entity,
compared to approximately 9.0% held by former MiX institutional shareholders. Looking at all of MiX’s institutional investors,
between September 30, 2023 and March 31, 2024, MiX’s institutional investors disposed of 28% (45% of shareholding reduced to 17%)
of MiX’s total outstanding shares (see Appendix B for details). This significant turnover in institutional holdings within the
MiX shareholder base between the deal announcement and close reduced MiX’s pre-announcement shareholders’ effective holdings
from a theoretical 65.5% to an actual 46.6%. The difference (or turnover) of 18.9% represents the establishment of a new cohort of investors,
distinguishable from the legacy MiX institutional investors who retained their stockholdings from the deal announcement date.

Historically,
both Powerfleet and MIX’s institutional investors have voted in line with their respective boards of directors’ recommendations
on matters that were subject to a stockholder vote, increasing the importance of the composition of management and the Board with respect
to determining the entity that obtains control and hence is the accounting acquirer.

Accordingly,
while the voting rights of 65.5% in favor of MiX is an indicator that MiX is the acquirer, the Company believes that the weight of the
indicator is tempered given that the negotiated premium paid by Powerfleet to MiX contributed to the relative ownership split, and that,
qualitatively, the significant reduction in the carryover MiX institutional investor base would have reduced legacy MiX shareholders’
ability to control the combined entity, particularly in the light of the significant concentration of institutional investors on the
Powerfleet side as further discussed below.

The
existence of a large minority voting interest in the combined entity if no other owner or organized group of owners has significant voting
interest (ASC 805-10-55-12b).

While
no individual or organized group owns a large minority interest in the combined entity, the Company notes that the largest institutional
investor post-transaction is Private Capital Management LLC, an investor of legacy Powerfleet. Additionally, the Company also notes that,
immediately following the closing of the Business Combination, 30% out of the approximately 35% of total shares held by shareholders
of legacy Powerfleet were concentrated in the Company’s top 20 shareholders, compared to only 9% out of the approximately 65% of
total shares held by shareholders of legacy MiX (i.e., the historical shareholder group of Powerfleet is far more concentrated than the
historical shareholder group of MiX).

The
composition of the governing body of the combined entity (ASC 805-10-55-12c).

Exhibit
2.1 of Powerfleet’s Form 8-K filed on October 10, 2023, the Implementation Agreement (the “Agreement”), stipulates
the formation of a new Board of Directors for the combined entity. The press release announcing the transaction specifies, “A
new board of directors of Powerfleet will be formed. Michael Brodsky [Chairman of Powerfleet Board of Directors since December 2016]
will be Chairman. Steve Towe [CEO of Powerfleet since January 2022] will be on the board. Ian Jacobs, MiX Telematics’
current Chairman, will be joining the board. MiX will appoint one additional board member and further board member appointments will
be made by mutual consent.”

    August 12, 2024

Page 5

In
addition to the individuals noted above, the current Powerfleet board members also include Andrew Martin, a Partner at Private Capital
Management LLC, Powerfleet’s largest institutional investor before (and after) the acquisition, and Michael McConnell. Mr. Martin
was identified mutually by the parties as a candidate prior to the closing of the Business Combination but was not formally appointed
until after the close. With respect to Mr. McConnell, he was appointed by MiX, though he had no prior relationship with the Company.

While
the Agreement initially specified that Powerfleet and MiX would each appoint two directors, with up to two additional directors to be
mutually agreed upon, the Powerfleet board now comprises five directors. Following the transaction’s close on April 2, Mr. Martin’s
appointment to the Powerfleet board was completed. Any further board appointments require mutual consent by the existing board members.
Board decisions typically require a simple majority vote.

Each
member of the Powerfleet board is up for re-election every year at the annual stockholder meeting and the current director slate is set
for re-election at the upcoming annual stockholder meeting to be held on September 17, 2024 without any opposition.

In
summary, the post-transaction Board of Directors of the combined entity consists of the following members:

    Name

    Position

    Legacy
    Affiliation

    Michael
    Brodsky

    Chairman
    of the Board & Compensation Committee Chair

    Powerfleet

    Steve
    Towe

    Chief
    Executive Officer & Board Member

    Powerfleet

    Ian
    Jacobs

    Nominating
    Committee Chair

    MiX

    Michael
    McConnell

    Audit
    Committee Chair

    Independent,
    appointed by MiX

    Andrew
    Martin

    Board
    Member

    Institutional
    Investor in Powerfleet

NOTE:
The Board of Directors is responsible for key strategic and operational decisions, including capital structure, mergers and acquisitions
strategy, delegation of authority, budget approvals, and governance structures.

Accordingly,
and notwithstanding the original agreement terms (which still provided for Powerfleet to retain the position of board chair), the current
Board structure would suggest control is more likely to reside with Powerfleet, indicating that Powerfleet should be identified as the
accounting acquirer.

The
composition of the senior management of the combined entity (ASC 805-10-55-12d).

After
the transaction closed, Powerfleet’s Chief Executive Officer (CEO) and Chief Financial Officer (CFO) retained their positions in
the combined entity. The former Chief Transformation Officer of Powerfleet was promoted to the Chief Corporate Development Officer. These
three senior executives oversee core business activities, including Powerfleet’s Unity strategy, integration efforts, and synergy
realization across the combined entity. They also lead board communications, investor relations, and executive feedback, ensuring cohesive
management throughout the organization. Retaining the Powerfleet CEO to lead the combined enti