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CORRESP
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filename1.htm

EMAIL:
mneidell@olshanlaw.com

DIRECT
DIAL: 212.451.2230

July
16, 2019

VIA
EDGAR AND ELECTRONIC MAIL

Kathleen
Krebs, Esq.

Special
Counsel

United
States Securities and Exchange Commission

Division
of Corporation Finance

Office
of Telecommunications

Mail
Stop 3720

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    PowerFleet,
    Inc.

    Amendment
    No. 1 to Registration Statement on Form S-4

    Filed
    on July 1, 2019

    File
    No. 333-231725

Dear
Ms. Krebs:

We
acknowledge receipt of the letter of comment dated July 11, 2019 (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 I.D. Systems, Inc. (“I.D. Systems”) and PowerFleet, Inc. (“Parent”) and provide
the following responses on their behalf. Unless otherwise indicated, the page references below are to the attached changed pages
to the Registration Statement on Form S-4 (the “Form S-4”). Capitalized terms used herein and not separately defined
have the meanings given to them in the Form S-4. To facilitate the Staff’s review, we have reproduced the text of the Staff’s
comments in italics below, and our responses appear immediately below each comment.

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
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see pages 3 and 87 of
the Form S-4.

July
16, 2019

Page
2

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 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.”

The
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see pages 47, 64 and 172
of the Form S-4.

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.

The
applicable disclosure in the Form S-4 has been revised to reflect the calculation of the Pointer equivalent pro forma earnings/(loss)
per share data as the pro forma earnings/(loss) per share multiplied by the exchange ratio. Please see page 59 of the Form S-4.

    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.

The
applicable disclosure in the Form S-4 has been revised to remove the second sentence in footnote (4) and to clarify the equivalent
per share amounts. Please see page 59 of the Form S-4.

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.

The
                                         applicable disclosure in the Form S-4 has been revised in response to the Staff’s
                                         comment. Please see pages 14, 24, 121 and 122 of the Form S-4.

*
* * * *

July
16, 2019

Page
3

The
Staff is invited to contact the undersigned with any comments or questions it may have. We would appreciate your prompt advice
as to whether the Staff has any further comments.

    Sincerely,

    /s/ Michael
    R. Neidell

    Michael R. Neidell

cc:
Ned Mavrommatis