SecProbe.io

July 11, 2019
Ned Mavrommatis
Chief Financial Officer
PowerFleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:PowerFleet, Inc.
Amendment No. 1 to Registration Statement on Form S-4
Filed on July 1, 2019
File No. 333-231725
Dear Mr. Mavrommatis:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our letter dated June 20, 2019.
Amendment No. 1 to Form S-4
What are the Agreements and the Transactions?, page 2
1.Please revise at page 3, and in the related disclosures at pages 86 and 87, to indicate why
Nasdaq requested modifications to the terms of the Series A Preferred Stock in connection
with the listing of Parent Common Stock on Nasdaq, which led to the Second Amendment
to the Investment Agreement.
The Parent Charter will provide that the Court of Chancery of the State of Delaware will be the
exclusive forum for certain legal actions..., page 47
2.We note that, in response to prior comment 18, you revised the exclusive forum provision
in the amended and restated certificate of incorporation of PowerFleet to state that the

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 July 11, 2019 Page 2
 FirstName LastNameNed Mavrommatis
PowerFleet, Inc.
July 11, 2019
Page 2
provision will not apply to claims arising under the Securities Act, the Exchange Act or
other federal securities laws for which there is exclusive federal or concurrent federal and
state jurisdiction.  Please revise your risk factor regarding the exclusive forum provision
so that this is clear.  In particular, we note the following disclosure: "Accordingly, the
exclusive forum provision will not apply to actions arising under federal securities law or
any other claim for which there is exclusive federal jurisdiction. The exclusive forum
provision may be found unenforceable or inapplicable by a court in an action arising
under federal securities law in which there is concurrent state and federal jurisdiction."
Comparative Per Share Information, page 58
3.The Pointer equivalent pro forma earnings/(loss) per share data should be calculated by
multiplying the pro forma earnings/(loss) per share by the exchange ratio.  Please revise
accordingly.
4.We note your response to comment 15.  Clarify in footnote (4) how the equivalent per
share amounts were calculated.  Also, please remove the second sentence of this footnote
or explain to us how potential shares should have an impact on the equivalent per share
disclosures.
Tax Consequences to U.S. Holders and Non-U.S. Holders of I.D. Systems Common Stock, page
122
5.Please revise to indicate that it is the opinion of named tax counsel that the I.D. Systems
Merger, the Pointer Merger and the Preferred Investment, taken together, will be treated
as a transaction described in Section 351 of the Code and that the I.D. Systems Merger
qualifies as a reorganization within the meaning of Section 368(a) of the Code. Remove
language here and on pages 14 and 24 that it is “intended” that the transactions so qualify
or that you are assuming this tax treatment.  Please refer to Staff Legal Bulletin 19,
Legality and Tax Opinions in Registered Offerings, Section III.C.3 addressing
assumptions within tax opinions.  Lastly, clarify that the resulting material tax
consequences to I.D. Systems shareholders that you describe constitute counsel’s opinion.
Refer to Staff Legal Bulletin 19, Section III.B.2 addressing short-form tax opinions.

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 July 11, 2019 Page 3
 FirstName LastName
Ned Mavrommatis
PowerFleet, Inc.
July 11, 2019
Page 3
            You may contact Robert Shapiro, Senior Staff Accountant, at (202) 551-3273 or Robert
S. Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Paul Fischer, Attorney-
Adviser, at (202) 551-3415 or Kathleen Krebs, Special Counsel, at (202) 551-3350 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Telecommunications
cc:       Jeffrey Spindler