SecProbe.io

December 5, 2025
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:Powerfleet, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2025
File No. 001-39080
Dear David Wilson:
            We have completed our review of your filing. We remind you that the company and
its management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
 1
 filename1.htm

 October
14, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 Office
of Manufacturing

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attention: Jeffrey
 Gordon
 Anne
 McConnell

 Re: Powerfleet,
 Inc.
 Form
 10-K for the Fiscal Year Ended March 31, 2025

 Response
 dated September 15, 2025

 File
 No. 001-39080

 Dear
Mr. Gordon and Ms. McConnell:

 Powerfleet,
Inc. (the "Company") acknowledges receipt of the letter of comment dated September 29, 2025 (the "Comment Letter")
from the staff (the "Staff") of the U.S. Securities and Exchange Commission with regard to the above-referenced matter. For
the Staff's convenience, each comment contained in the Comment Letter has been reproduced below in italics followed by the Company's
response.

 Form
10-K for the Fiscal Year Ended March 31, 2025

 Management's
Discussion and Analysis of Financial Condition and Results of Operations

 Non-GAAP
Financial Information, page 40

 1. We
 have reviewed your response to prior comment 2. We understand that Fleet Complete previously
 accounted for bundled hardware and service offerings as a single performance obligation and
 recognized revenue over time. We also understand that, following your acquisition of Fleet
 Complete, hardware is now a separate performance obligation that is satisfied at a point
 in time. Please more fully address the following:

 ● Given
 the differences you noted between Canadian Accounting Standards for Private Enterprises and
 U.S. GAAP regarding revenue recognition, explain if and how you accounted for hardware deliveries
 made prior to the acquisition of Fleet Complete in your purchase price allocation and address
 how your valuation and accounting complied with U.S. GAAP;

 ● Explain
 if and how you are accounting for hardware deliveries made prior to the acquisition of Fleet
 Complete in your historical financial statements and address how your accounting complies
 with U.S. GAAP;

 ● Explain
 why you believe a non-GAAP adjustment that adds revenue meant to represent "the proportional
 invoice value of hardware deliveries originally shipped prior to October 1, 2024" is
 necessary and appropriate in calculating certain non- GAAP financial measures; and

 ● We
 note your non-GAAP adjustment appears to result in an adjustment to revenue in the current
 period that should/would have been recognized under U.S. GAAP in a prior period. Explain
 why you believe this adjustment complies with Question 100.04 of the Compliance & Disclosure
 Interpretations on Non-GAAP Financial Measures.

 RESPONSE :
The Company respectfully acknowledges the Staff's comment and advises the Staff as follows:

 Accounting
for Pre-Acquisition Hardware Deliveries in Purchase Price Allocation

 Under
U.S. GAAP, consistent with ASC 606, hardware and subscription services are identified as separate performance obligations. Hardware revenue
is recognized at a point in time when control of the hardware transfers to the customer, while revenue related to subscription services
is recognized over time as the services are provided. Accordingly, under U.S. GAAP, hardware revenue is recognized when control is transferred
to the customer, with a related contract asset, rather than deferring revenue over a period.

 The
Company accounted for hardware sales made by Fleet Complete prior to the acquisition date in the purchase price allocation under ASC
805. Specifically, hardware deliveries made by Fleet Complete prior to the acquisition date were included in the measurement of acquired
contract assets. The value of these contract assets reflect the proportional amounts allocated to hardware based on relative stand-alone
selling prices, reduced by the allocation of the corresponding proportionate amounts invoiced up until the acquisition date. In performing
the purchase price allocation, the Company evaluated Fleet Complete's customer contracts under ASC 606 to (i) identify performance
obligations as of each contract's inception date and (ii) recognize and measure the related contract assets for such acquired revenue
contracts as if the Company had originated the contracts based on ASC 805-20-30-28.

 After
the acquisition date, the Company recognizes service revenue prospectively as the remaining service-related performance obligations are
satisfied in accordance with ASC 606. After the acquisition date, as amounts become billable for hardware sales under the contract's
monthly billing schedule, the related contract asset is reclassified to accounts receivable and no hardware revenue related to such pre-acquisition
hardware deliveries is recognized in the income statement.

 Accounting
for Pre-Acquisition Hardware Deliveries in Historical Financial Statements

 The
Company respectfully refers the Staff to Note 2[E] to the Consolidated Financial Statements in the Company's Annual Report on Form
10-K for the year ended March 31, 2025, which describes the Company's significant accounting policy for revenue recognition, including
the accounting treatment for hardware deliveries.

 As
disclosed in such policy, product sales are recognized at a point in time when title or control transfers to the customer, which generally
occurs upon shipment or delivery, and when the related performance obligations have been satisfied. The Company exercises significant
judgment to determine whether control of the hardware has transferred to the customer and whether the hardware is distinct from the related
SaaS services. For arrangements in which the hardware is not distinct, the hardware and SaaS services are accounted for as a bundled
performance obligation.

 In
the Company's historical consolidated financial statements, the Company did not recognize revenue for hardware deliveries made
by Fleet Complete prior to the acquisition date. This approach is consistent with ASC 805, which requires the acquirer to recognize the
identifiable assets acquired and liabilities assumed at fair value as of the acquisition date, but does not permit the inclusion of the
pre-acquisition revenues of the acquiree into the acquirer's historical financial statements.

 At
the acquisition date, the Company recognized contract assets related to such hardware deliveries made prior to the acquisition of Fleet
Complete in accordance with ASC 805-20-30-28. Following the acquisition of Fleet Complete, revenue is recognized prospectively as the
remaining performance obligations are satisfied in accordance with ASC 606.

 Non-GAAP
Adjustment Related to Pre-Acquisition Hardware Deliveries

 Upon
further evaluation, the Company has determined that the non-GAAP adjustment previously applied to add amounts described as the "proportional
invoice value of hardware deliveries originally shipped prior to October 1, 2024" is not necessary or appropriate in calculating
certain non-GAAP financial measures. Accordingly, the Company will remove this adjustment from the Adjusted EBITDA calculations presented
in its future filings commencing with its filings for the period ended September 30, 2025.

 2

 Going
forward, the Company intends to provide the following in its MD&A disclosure:

 "Cash
flow from operating activities for the three and six months ended September 30, 2025, includes approximately $1,350 and $2,853, respectively
($0 and $0, respectively for the three and six months ended September 30, 2024) which represent recoveries, through customer billings,
of the contract asset recognized at acquisition for hardware delivered by Fleet Complete prior to October 1, 2024. Under ASC 606, such
hardware was identified as a separate performance obligation satisfied at the point of delivery, resulting in the recognition of a contract
asset at the acquisition date for hardware delivered prior to the acquisition. This contract asset is being recovered post-acquisition
through customer billings."

 Compliance
of Non-GAAP Adjustment with Question 100.04 of the Compliance & Disclosure Interpretations (C&DIs") on Non-GAAP Financial
Measures

 The
Company respectfully acknowledges Question 100.04 of the C&DIs on Non-GAAP Financial Measures and the Staff's guidance regarding
adjustments that accelerate or defer revenue or otherwise modify GAAP recognition and measurement. After further review, the Company
has concluded that the previously proposed adjustment is not appropriate and, accordingly, will no longer be included in the Company's
non-GAAP financial measures commencing with its filings for the quarter ended September 30, 2025.

 If
you should you have any questions regarding the Company's responses set forth above, please contact me at (201) 996-9000 or dwilson@powerfleet.com.

 Sincerely,

 /s/
 David Wilson

 David
 Wilson

 Chief
 Financial Officer

 3

September 29, 2025
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:Powerfleet, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2025
Response dated September 15, 2025
File No. 001-39080
Dear David Wilson:
            We have reviewed your September 15, 2025 response to our comment letter and have
the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Unless we note otherwise, any references to prior comments are to comments in our August
29, 2025 letter.
Form 10-K for the Fiscal Year Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Information, page 40
We have reviewed your response to prior comment 2. We understand that Fleet
Complete previously accounted for bundled hardware and service offerings as a single
performance obligation and recognized revenue over time. We also understand that,
following your acquisition of Fleet Complete, hardware is now a separate
performance obligation that is satisfied at a point in time. Please more fully address
the following:
Given the differences you noted between Canadian Accounting Standards for
Private Enterprises and U.S. GAAP regarding revenue recognition, explain if
and how you accounted for hardware deliveries made prior to the acquisition of
Fleet Complete in your purchase price allocation and address how your •1.

September 29, 2025
Page 2
valuation and accounting complied with U.S. GAAP;
•Explain if and how you are accounting for hardware deliveries made prior to the
acquisition of Fleet Complete in your historical financial statements and address
how your accounting complies with U.S. GAAP;
•Explain why you believe a non-GAAP adjustment that adds revenue meant to
represent "the proportional invoice value of hardware deliveries originally shipped
prior to October 1, 2024" is necessary and appropriate in calculating certain non-
GAAP financial measures; and
•We note your non-GAAP adjustment appears to result in an adjustment to revenue
in the current period that should/would have been recognized under U.S. GAAP
in a prior period.  Explain why you believe this adjustment complies
with Question 100.04 of the Compliance & Disclosure Interpretations on Non-
GAAP Financial Measures.
            Please contact Jeff Gordon at 202-551-3866 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

September
15, 2025

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Manufacturing

100
F Street, N.E.

Washington,
D.C. 20549

Attention: Jeffrey
                                            Gordon

  Anne
McConnell

 Re: Powerfleet,
                                            Inc.

                                            Form 10-K for the Fiscal Year Ended March 31, 2025

                                            Form 10-Q for the Period Ended June 30, 2025

                                            Form 8-K filed on June 16, 2025

                                            File No. 001-39080

Dear
Mr. Gordon and Ms. McConnell:

Powerfleet,
Inc. (the “Company”) acknowledges receipt of the letter of comment dated August 29, 2025 (the “Comment Letter”)
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission with regard to the above-referenced matter. For
the Staff’s convenience, each comment contained in the Comment Letter has been reproduced below in italics followed by the Company’s
response.

Form
10-K for the Fiscal Year Ended March 31, 2025

Management’s
Discussion and Analysis of Financial Condition and Results of Operations Results of Operations, page 36

 1. We
                                            note you recorded restructuring costs during the year ended March 31, 2025 and you exclude
                                            the costs from your determination of Adjusted EBITDA. We also note you recorded additional
                                            restructuring costs during the quarter ended June 30, 2025. Please revise future filings
                                            to provide the disclosures required by ASC 420-10-50 and SAB Topic 5:P:4 in MD&A and
                                            the notes to the financial statements or explain why you do not believe such disclosures
                                            are required.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will provide in future filings, beginning with the
Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, the disclosures required by ASC 420-10-50 and
SAB Topic 5:P:4 in MD&A and the notes to the financial statements.

Non-GAAP
Financial Information, page 40

 2. We
                                            note your determination of Adjusted EBITDA includes a non-GAAP adjustment identified as “Recognition
                                            of pre October 1, 2024 contract assets (Fleet Complete)”. We also note this adjustment
                                            is included in the determination of Adjusted EBITDA for the quarter ended June 30, 2025.
                                            It is not clear what the adjustment represents or how it was calculated. Please tell us,
                                            and revise future filings to explain, what the adjustment represents and how it is calculated.
                                            Also, explain to us how and why you believe the adjustment is appropriate and complies with
                                            Question 100.04 of the Compliance & Disclosure Interpretations on Non-GAAP Financial
                                            Measures as it appears the adjustment may represent a partial pro forma adjustment related
                                            to a recent acquisition.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and advises the Staff as follows:

        1

The
non-GAAP adjustment identified as “Recognition of pre-October 1, 2024 contract assets (Fleet Complete)” relates to revenue
timing differences resulting from the application of U.S. GAAP to Fleet Complete’s legacy bundled hardware and subscription contracts.

Prior
to the Company’s acquisition of Fleet Complete (the “FC Acquisition”), Fleet Complete applied Canadian Accounting Standards
for Private Enterprises, pursuant to which bundled hardware and service offerings were typically accounted for as a single performance
obligation with revenue recognized over time. Following the FC Acquisition, in accordance with ASC 606, hardware is treated as a separate
performance obligation satisfied at a point in time, with control transferring to the customer on delivery. As a result, certain hardware
deliveries made prior to the FC Acquisition created a contract asset at acquisition and were subsequently recognized under ASC 606 through
post-acquisition customer billing.

This
non-GAAP adjustment is calculated each reporting period by identifying and extracting the proportional invoice value of these hardware
deliveries that were originally shipped prior to October 1, 2024 from the relevant contract asset general ledger accounts. The allocation
between hardware and service revenue performance obligations was determined based on standalone selling prices in accordance with ASC
606.

The
Company respectfully notes that it considered relevant guidance including the guidance set forth in Question 100.04 of the Compliance
and Disclosure Interpretations on Non-GAAP Financial Measures and included this as a non-GAAP adjustment for the following reasons:

 ● The
                                            adjustment is intended to enhance operating comparability during a defined transition period
                                            ending September 2027, rather than to depict the continuing impact of an acquisition on a
                                            pro forma basis. This is aligned with current investor and analyst expectations.

 ● The
                                            adjustment is non-recurring, tied to a fixed population of pre-acquisition contracts, and
                                            is expected to phase out completely by September 2027, after which it will be retired.

 ● The
                                            adjustment is not intended as a revenue substitute or proxy, nor is it intended to reflect
                                            billings or any form of accelerated or deferred GAAP revenue. To corroborate this, the Company
                                            notes that its annual revenue guidance is on a U.S. GAAP basis and excludes such adjustment.

In
response to the Staff’s comment, the Company will revise future filings to:

 ● Retitle
                                            the adjustment as “Invoice values attributable to hardware applied against pre-acquisition
                                            Contract Asset (Fleet Complete)” to avoid any implication of revenue recognition.

 ● Expand
                                            the non-GAAP footnote to describe the nature of the adjustment, its calculation, purpose
                                            (i.e., enhancing operating comparability during the transition), and finite duration.

 ● Provide
                                            the anticipated roll-forward of these invoiced values through September 2027, substantially
                                            in the following form:

    Fiscal year end
    Duration included
    $’000

    March 31, 2025
    6 Months
      3,809

    March 31, 2026
    12 Months
      5,055

    March 31, 2027
    12 Months
      2,582

    March 31, 2028
    6 Months
      279

Consolidated
Financial Statements

Note 11 - Short-Term Debt and Long-Term Debt, page 86

 3. We
                                            note the A&R Credit Agreement contains certain customary affirmative and negative covenants,
                                            including financial covenants, that you complied with for the quarter ended March 31, 2025.
                                            We also note you entered into amendments to each of the Facilities Agreement and the Facility
                                            Agreement that appear to have amended financial covenants with respect to the ratio of consolidated
                                            total net borrowings to consolidated EBITDA. For each debt agreement, including the Facilities
                                            Agreement and the Facility Agreement, please revise future annual and quarterly filings to
                                            discuss and quantify material debt covenants and disclose whether you complied with the debt
                                            covenants as of the reporting date.

        2

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will discuss and quantify in future annual and quarterly
filings, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2025, the material debt
covenants for each debt agreement and disclose whether it has complied with such debt covenants as of the reporting date.

Form
10-Q for the Period Ended June 30, 2025

Item
4. Controls and Procedures

a. Disclosure controls and procedures, page 44

 4. Please
                                            revise future filings to provide managements’ conclusion as to whether disclosure controls
                                            and procedures were effective or not effective, as of the most recent balance sheet date,
                                            as required by Item 307 of Regulation S-K.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that it will provide managements’ conclusion in future
filings requiring this disclosure, beginning with the Company’s Quarterly Report on Form 10-Q for the quarter ending September
30, 2025, as to whether disclosure controls and procedures were effective or not effective, as of the most recent balance sheet date,
as required by Item 307 of Regulation S-K.

In
the Company’s next Quarterly Report on Form 10-Q, it will update the disclosure below as of September 30, 2025, and incorporate
the revised disclosure under Item 4. Controls and Procedures.

As
of June 30, 2025, the Company carried out an evaluation, with the participation of its management, including the Company’s principal
executive officer and principal financial officer, of the effectiveness of its disclosure controls and procedures (as defined in Rules
13a-15(e) and 15d-15(e) under the Exchange Act). Due to the material weaknesses in internal control over financial reporting, management
concluded that the Company’s disclosure controls and procedures were not effective as of June 30, 2025. Notwithstanding the existence
of these material weaknesses, management believes that the condensed consolidated financial statements in the Company’s Quarterly
Report on Form 10-Q for the quarter ended June 30, 2025 present, in all material aspects, the Company’s financial condition as
reported, in conformity with U.S. GAAP.

Form
8-K filed on June 16, 2025

Exhibit
99.1

 5. We
                                            remind you Item 10(e)(1)(i)(A) of Regulation S-K requires non-GAAP financial measures not
                                            be presented with greater prominence than the most directly comparable GAAP measure. We note
                                            your headings and narrative disclosures present several non- GAAP financial measures, including
                                            Adjusted EBITDA, Adjusted EBITDA Margin, Adjusted gross margin, Adjusted service gross margin,
                                            and Adjusted product gross margin, more prominently than the most directly comparable GAAP
                                            measures, Net loss, Net loss margin, GAAP gross margin, GAAP service gross margin, and GAAP
                                            product gross margin. Please revise future filings to fully comply with Instruction 2 to
                                            Item 2.02 of Regulation 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and Question 102.10 of
                                            the Compliance & Disclosure Interpretations on Non-GAAP Financial Measures.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that its future filings will fully comply with Instruction
2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and Question 102.10 of the Compliance & Disclosure Interpretations
on Non-GAAP Financial Measures.

 6. We
                                            note you present numerous pro forma combined disclosures for the quarter ended and year ended
                                            March 31, 2024 as well as several pro forma non-GAAP financial measures; however, it appears
                                            these disclosures represent combined historical amounts with no related pro forma adjustments.
                                            To the extent you present pro forma disclosures in future filings, including pro forma GAAP
                                            and pro forma non-GAAP amounts, please ensure they comply with Article 11 of Regulation S-X.

RESPONSE:
The Company respectfully acknowledges the Staff’s comment and confirms that, to the extent the Company presents pro forma disclosures
in future filings, including pro forma GAAP and pro forma non-GAAP amounts, it will ensure they comply with Article 11 of Regulation
S-X.

        3

If
you should you have any questions regarding the Company’s responses set forth above, please contact me at (201) 996-9000 or dwilson@powerfleet.com.

    Sincerely,

    /s/
                                            David Wilson

    David
    Wilson

    Chief
    Financial Officer

        4

August 29, 2025
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:Powerfleet, Inc.
Form 10-K for the Fiscal Year Ended March 31, 2025
Form 10-Q for the Period Ended June 30, 2025
Form 8-K filed on June 16, 2025
File No. 001-39080
Dear David Wilson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended March 31, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 36
1.We note you recorded restructuring costs during the year ended March 31, 2025 and
you exclude the costs from your determination of Adjusted EBITDA. We also note
you recorded additional restructuring costs during the quarter ended June 30, 2025.
Please revise future filings to provide the disclosures required by ASC 420-10-50 and
SAB Topic 5:P:4 in MD&A and the notes to the financial statements or explain why
you do not believe such disclosures are required.

August 29, 2025
Page 2
Non-GAAP Financial Information, page 40
2.We note your determination of Adjusted EBITDA includes a non-GAAP adjustment
identified as "Recognition of pre October 1, 2024 contract assets (Fleet Complete)".
We also note this adjustment is included in the determination of Adjusted EBITDA
for the quarter ended June 30, 2025. It is not clear what the adjustment represents or
how it was calculated. Please tell us, and revise future filings to explain, what the
adjustment represents and how it is calculated. Also, explain to us how and why you
believe the adjustment is appropriate and complies with Question 100.04 of the
Compliance & Disclosure Interpretations on Non-GAAP Financial Measures as it
appears the adjustment may represent a partial pro forma adjustment related to a
recent acquisition.
Consolidated Financial Statements
Note 11 - Short-Term Debt and Long-Term Debt, page 86
3.We note the A&R Credit Agreement contains certain customary affirmative and
negative covenants, including financial covenants, that you complied with for the
quarter ended March 31, 2025. We also note you entered into amendments to each of
the Facilities Agreement and the Facility Agreement that appear to have amended
financial covenants with respect to the ratio of consolidated total net borrowings to
consolidated EBITDA. For each debt agreement, including the Facilities Agreement
and the Facility Agreement, please revise future annual and quarterly filings to discuss
and quantify material debt covenants and disclose whether you complied with the debt
covenants as of the reporting date.
Form 10-Q for the Period Ended June 30, 2025
Item 4. Controls and Procedures
a. Disclosure controls and procedures, page 44
4.Please revise future filings to provide managements' conclusion as to whether
disclosure controls and procedures were effective or not effective, as of the most
recent balance sheet date, as required by Item 307 of Regulation S-K.
Form 8-K filed on June 16, 2025
Exhibit 99.1
5.We remind you Item 10(e)(1)(i)(A) of Regulation S-K requires non-GAAP financial
measures not be presented with greater prominence than the most directly comparable
GAAP measure. We note your headings and narrative disclosures present several non-
GAAP financial measures, including Adjusted EBITDA, Adjusted EBITDA Margin,
Adjusted gross margin, Adjusted service gross margin, and Adjusted product gross
margin, more prominently than the most directly comparable GAAP measures, Net
loss, Net loss margin, GAAP gross margin, GAAP service gross margin, and
GAAP product gross margin. Please revise future filings to fully comply with
Instruction 2 to Item 2.02 of Regulation 8-K, Item 10(e)(1)(i)(A) of Regulation S-K,
and Question 102.10 of the Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.

August 29, 2025
Page 3
6.We note you present numerous pro forma combined disclosures for the quarter ended
and year ended March 31, 2024 as well as several pro forma non-GAAP financial
measures; however, it appears these disclosures represent combined historical
amounts with no related pro forma adjustments. To the extent you present pro forma
disclosures in future filings, including pro forma GAAP and pro forma non-GAAP
amounts, please ensure they comply with Article 11 of Regulation S-X.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Jeffrey Gordon at 202-551-3866 or Anne McConnell at 202-551-3709
with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

    December
    17, 2024

VIA
EMAIL AND EDGAR

    U.S.
                                            Securities and Exchange Commission

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Eranga
    Dias

    Division
    of Corporation Finance

    Office
    of Manufacturing

    Re:
    Powerfleet,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-283536

Ladies
and Gentlemen:

On
behalf of Powerfleet, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced
Registration Statement to 4:00 p.m., Eastern Time, on Wednesday, December 18, 2024, or as soon as practicable thereafter.

Please
advise the undersigned of the effectiveness of the Registration Statement.

    Very
    truly yours,

    /s/ Honghui
    Yu

    Honghui
    Yu

    cc:
    Mr.
    Steve Towe

    Mr.
    David Wilson

123
Tice Boulevard

Woodcliff
Lake, New Jersey 07677

    December
    17, 2024

    U.S.
                                            Securities and Exchange Commission

    100
    F Street, N.E.

    Washington,
    D.C. 20549

    Attention:
    Eranga
    Dias

    Division
    of Corporation Finance

    Office
    of Manufacturing

    Re:
    Powerfleet,
    Inc.

    Registration
    Statement on Form S-1

    File
    No. 333-283536

Ladies
and Gentlemen:

Powerfleet,
Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern Time, on Wednesday, December 18, 2024, or as soon as practicable thereafter.

    Very
    truly yours,

    POWERFLEET,
    INC.

    By:
    /s/ David
    Wilson

    David
    Wilson

    Chief
    Financial Officer

December 5, 2024
Steve Towe
Chief Executive Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, New Jersey 07677
Re:Powerfleet, Inc.
Registration Statement on Form S-1
Filed November 29, 2024
File No. 333-283536
Dear Steve Towe:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

August 16, 2024
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:Powerfleet, Inc.
Form 10-K for Fiscal Year Ended December 31, 2023
File No. 001-39080
Dear David Wilson:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

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

July 30, 2024
David Wilson
Chief Financial Officer
Powerfleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
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 David Wilson:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comment.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
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.

July 30, 2024
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            Please contact Mindy Hooker at 202-551-3732 or Hugh West at 202-551-3872 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

January
22, 2024

VIA
EMAIL AND EDGAR

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Sarah
    Sidwell

    Division
    of Corporation Finance

    Office
    of Manufacturing

    Re:
    PowerFleet,
    Inc.

    Registration
    Statement on Form S-4

    File
    No. 333-275648

Ladies
and Gentlemen:

On
behalf of PowerFleet, Inc. (the “Company”), we enclose the Company’s request for acceleration of the above-referenced
Registration Statement to 4:00 p.m., Eastern Time, on Wednesday, January 24, 2024, or as soon as practicable thereafter.

Please
advise the undersigned of the effectiveness of the Registration Statement.

    Very
    truly yours,

    /s/
                                            Honghui Yu

    Honghui
    Yu

    cc:
    Mr.
    Steve Towe

    Mr.
    David Wilson

123
Tice Boulevard

Woodcliff
Lake, New Jersey 07677

January
22, 2024

U.S.
Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549

    Attention:
    Sarah
    Sidwell

    Division
    of Corporation Finance

    Office
    of Manufacturing

    Re:
    PowerFleet,
    Inc.

    Registration
    Statement on Form S-4

    File
    No. 333-275648

Ladies
and Gentlemen:

PowerFleet,
Inc. hereby requests that the effectiveness of the above-referenced Registration Statement be accelerated so that it will become effective
at 4:00 p.m., Eastern Time, on Wednesday, January 24, 2024, or as soon as practicable thereafter.

    Very
    truly yours,

    POWERFLEET,
    INC.

    By:
    /s/
                                            David Wilson

    David
    Wilson

    Chief
    Financial Officer

United States securities and exchange commission logo
November 27, 2023
David Wilson
Chief Financial Officer
PowerFleet, Inc.
123 Tice Boulevard
Woodcliff Lake, New Jersey 07677
Re:PowerFleet, Inc.
Registration Statement on Form S-4
Filed on November 17, 2023
File No. 333-275648
Dear David Wilson:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Sarah Sidwell at 202-551-4733 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Honghui Yu

CORRESP
1
filename1.htm

POWERFLEET,
INC.

123
Tice Boulevard

Woodcliff
Lake, New Jersey 07677

November
25, 2019

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Edward M. Kelly

    Re:
    PowerFleet,
    Inc.

    Registration
    Statement on Form S-3

    File
    No. 333-234703

Ladies
and Gentlemen:

The
undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of
the Registration Statement to November 27, 2019 at 4:00 p.m., Eastern Time, or as soon thereafter as practicable.

We
request that we be notified of such effectiveness by a telephone call to Jeffrey Spindler of Olshan Frome Wolosky LLP, counsel
to the Registrant, at (212) 451-2307 and that such effectiveness also be confirmed in writing.

    Sincerely,

    POWERFLEET,
    INC.

    By:
    /s/
    Ned Mavrommatis

    Name:
    Ned
    Mavrommatis

    Title:
    Chief
    Financial Officer

November 21, 2019
Ned Mavrommatis
Chief Financial Officer
PowerFleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:PowerFleet, Inc.
Registration Statement on Form S-3
Filed November 14, 2019
File No. 333-234703
Dear Mr. Mavrommatis:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action, or absence of action by the staff.
            Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
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POWERFLEET,
INC.

123
Tice Boulevard

Woodcliff
Lake, New Jersey 07677

    July
    23, 2019

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.

    Registration
    Statement on Form S-4

    File
    No. 333-231725

Ladies
and Gentlemen:

The
undersigned Registrant under the above-referenced Registration Statement hereby requests acceleration of the effective date of
the Registration Statement to July 25, 2019 at 4:30 p.m., New York time, or as soon thereafter as practicable.

We
acknowledge that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff,
acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Registrant from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and the Registrant may not assert the declaration of effectiveness
as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

    Very truly yours,

    POWERFLEET, INC.

    By:

    /s/
    Ned Mavrommatis

    Ned
    Mavrommatis

    President

CORRESP
1
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

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

CORRESP
1
filename1.htm

July
1, 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 3628

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    PowerFleet,
    Inc.

    Registration
    Statement on Form S-4

    Filed
    on May 24, 2019

    File
    no. 333-231725

Dear
Ms. Krebs:

We
acknowledge receipt of the letter of comment dated June 20, 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 marked version of the
enclosed copy of Amendment No. 1 to the Registration Statement on Form S-4 filed on the date hereof by Parent (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.

Form
S-4 filed May 24, 2019

Prospectus
Cover Page / Letter to Shareholders, page 1

    1.
    Please
    disclose the total number of PowerFleet common shares to be issued to I.D. Systems and Pointer Telocation shareholders and
    the total amount of cash to be paid to Pointer Telocation shareholders in connection with the combination of the two companies.

The
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see the Prospectus
Cover Page of the Form S-4.

    July 1, 2019

Page 2

How
will the parties to voting agreements with I.D. Systems and Pointer vote on the proposals?, page 20

    2.
    Please
    revise to indicate the percentage under each agreement committed to voting in favor of the merger.

The
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see page 11 of
the Form S-4.

What
are the U.S. federal income tax consequences of the Transactions?, page 23

    3.
    We
    note that you express an opinion with respect to the tax free consequences of the transactions for U.S. federal income tax
    purposes to I.D. Systems shareholders; however there is no tax opinion of counsel filed as an exhibit to your registration
    statement. Please advise or revise. Refer to Item 601(b)(8) of Regulation S-K and and [sic] Sections III.A.2 and III.D.2 and
    3 of CF Staff Legal Bulletin No. 19.

    A
    form of tax opinion of counsel has been filed as Exhibit 8.1 to the Form S-4.

Company
Structure—Diagrams, page 28

    4.
    Please
    revise to indicate the percentage ownership post-closing to be held by I.D. Systems stockholders, Pointer stockholders, and
    the Preferred Stockholders. Please similarly revise at page 84.

The
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see pages 19 and
75 of the Form S-4.

Conditions
to I.D. Systems’ and Parent’s Obligations, page 35

    5.
    We
    note the ability of either party to waive conditions to the transactions. Please specifically identify which conditions can
    be waived. Furthermore, disclose whether the receipt of a tax opinion regarding the tax-free nature of the transactions by
    I.D. Systems is a condition to the transactions, and if so, whether it is a waivable condition. Disclose whether it is the
    board of directors’ intent to re-solicit stockholder approval if any party waives a material condition, including the
    receipt of tax opinions. We believe that re- solicitation is generally required when parties waive material conditions to
    a merger, such as receipt of an opinion that a merger is not taxable to stockholders, and such changes in terms of the merger
    render the disclosure that you previously provided to shareholders materially misleading. As appropriate, also revise the
    related risk factor on page 48 entitled, “I.D. Systems or Pointer may waive one or more of the closing conditions to
    the Transactions without re-soliciting stockholder approval.”

We
acknowledge the Staff’s comment. The applicable disclosure in the Form S-4 has been revised in response to the Staff’s
comment. Please see pages 26 and 160 of the Form S-4.

    July 1, 2019

Page 3

Risk
Factors, page 43

    6.
    Please
    consider the addition of a risk factor addressing the potential loss of corporate opportunities to the combined company if
    I.D. Systems Proposal 6 is approved by shareholders. Please also address, as you do at page 180, how adoption of the proposal
    would be consistent with the board’s fiduciary duties, and Delaware Corporation Law.

The
applicable disclosure in the Form S-4 has been revised in response to the Staff’s comment. Please see page 47 of
the Form S-4.

I.D.
Systems, Pointer and Parent will incur significant transaction and merger-related transaction costs in connection with the Transactions,
page 52

    7.
    To
    the extent possible, please quantify the significant non-recurring costs you discuss in the risk factor, in addition to the
    termination fees you quantify.

 The
Form S-4 has been revised to include an estimate of the non-recurring costs expected to be incurred in connection with consummating
the Transactions. Please see page 43 of the Form S-4. I.D. Systems has advised that it is not practicable to quantify other non-recurring
costs at this time, including in connection with the integration of the operations of the companies post-closing and the retention
of key employees.

Pro
Forma Condensed Statements of Comprehensive Income (Loss) for the Year Ended December 31, 2018

Pro Forma Condensed Statement of Comprehensive Income
(Loss) for the Three Months Ended March 31, 2019, page 62

    8.
    Please
    include pro forma income statement adjustments to give effect to the depreciation and amortization associated with acquired
    tangible and intangible assets of Pointer. This should be based upon your best estimate of the fair value of the different
    classes of assets to be acquired and the associated useful life of each class of asset.

In
response to the Staff’s comment, the Form S-4 has been revised accordingly to include the adjustments of depreciation and
amortization based on the preliminary purchase price allocation. Please see pro forma adjustment k) in footnote 4 on page 58 .

Notes
to Unaudited Pro Forma Combined Financial Information

Note
3. Purchase Price Allocation, page 65

    9.
    We
    note that you have not completed the detailed valuations necessary to estimate the fair value of the assets acquired and the
    liabilities assumed and the related allocations of the purchase price. Please note for pro forma purposes, it is not necessary
    to have a final determination of the fair value of assets acquired and liabilities assumed. Please revise your pro forma information
    to reflect management’s best estimate of the value of the assets to be acquired and the liabilities to be assumed and
    the related allocations of the purchase price. In your preliminary purchase price allocation, you should identify the significant
    liabilities and significant tangible and intangible assets likely to be recognized. Also, in the accompanying disclosure,
    you should indicate the purchase price allocation is preliminary and highlight any uncertainties regarding the valuations
    and the effects of amortization periods assigned to the assets.

    July 1, 2019

Page 4

In
response to the Staff’s comment, the Form S-4 has been revised to reflect the preliminary purchase price allocation based
on available information and best estimate of the value of the acquired assets and assumed liabilities and to include the additional
disclosure requested by the Staff. Please see footnote 3 on page 56 .

    10.
    Please
    expand the sensitivity analysis for the range of possible outcomes in Note 3 to present each of the pro forma income statement
    line-items that should appear below pro forma net income before income taxes, so the the [sic] impact of the estimated amortization
    on net (loss)/income attributable to common shareholders is transparent.

In
response to the Staff’s comment, the Form S-4 has been revised to reflect the preliminary purchase price allocation in response
to Comment 9. Therefore, I.D. Systems considers that the sensitivity analysis is not necessary and it has accordingly been deleted.

Note
4. Pro Forma Adjustments, page 66

    11.
    Please
    reflect a pro forma adjustment for the $750,000 of bonuses payable to the three Pointer Telocation executives per their employment
    agreements contingent upon closing the merger transaction in your unaudited pro forma balance sheet at March 31, 2019. Refer
    to Article 11 of Regulation S-X.

In
response to the Staff’s comment, the Form S-4 has been revised to reflect the bonus adjustment in the unaudited pro forma
balance sheet at March 31, 2019. Please see pro forma adjustment 7) in footnote 4 on page 57 .

    12.
    We
    note the treatment of Pointer share-based plans disclosed on page 138. In a separate footnote, please disclose how you will
    be accounting for the treatment of the Pointer share-based plans in the merger and advise us. Disclose the total estimated
    value of the consideration to be paid in the form of options to purchase Parent common stock, Pointer merger consideration,
    and restricted stock units in the Parent common stock. In addition, please give pro forma balance sheet and pro forma income
    statement effect to the treatment of Pointer share-based plans.

In
response to the Staff’s comment, the disclosure in footnote 4 has been revised to disclose the accounting treatment of the
Pointer share-based plans in the merger and in footnote 3 has been revised to disclose the estimated value of the consideration
to be paid. Please see page 56 . I.D. Systems evaluated and believes that Pointer’s share-based awards and Parent’s
replacement awards are substantially identical in terms and conditions. The exchange ratio for the replacement awards is effectively
the same as the exchange ratio for Pointer’s ordinary shares, which was determined using the 20-day VWAP of I.D. Systems
of $6.68 as of March 11, 2019, ending two days before the signing of the Merger Agreement , plus $8.50 in cash consideration .
I.D. Systems does not expect a material change in the estimated fair values at the acquisition date based on the current stock
price.

    July 1, 2019

Page 5

I.D.
Systems advises that it expects to account for the replacement awards in connection with the Pointer Merger as a modification
event under the guidance in Accounting Standards Codification (ASC) 805 Business Combinations at the acquisition date. ASC 805-30-30
paragraph 9 provides that the exchange of stock awards in conjunction with a business combination is considered a modification
under ASC 718 Compensation-Stock Compensation. If the acquirer is obligated to replace the acquiree’s awards, ASC 805-30-30,
paragraphs 11-13 clarify that the portion of the incremental fair value of the replacement award over the cancelled
award attributable to pre-combination service is considered purchase price while the portion of the incremental fair value
of the replacement award that is attributable to post-combination service is recognized as compensation expense over the post-combination
service period. The issuance of new awards or modifications to existing awards for the benefit of the acquirer are recognized
as post-combination compensation expense.

There
are two main types of stock awards as indicated “Treatment of Pointer Share-Based Plans” on page 1 29 :

1.
Pointer stock options and restricted stock units that are outstanding and vested immediately prior to the effective time of the
Pointer Merger (the “Vested Stock Awards”) will be cancelled in exchange for the holders receiving merger consideration.
These Vested Stock Awards do not require post-combination services and all requisite services for Pointer stock options and restricted
stock units were rendered as of the acquisition date. The value of the merger consideration associated with vested Pointer stock
options and restricted stock units at the acquisition date will be included in purchase price.

2.
Pointer stock options and restricted stock units that are outstanding and unvested prior to the effective
time of the Pointer Merger (the “Unvested Stock Awards”) will be exchanged for stock awards under the I.D. Systems
2018 Equity Incentive Plan on the same material terms and conditions, except that (i) the number of shares of Parent Common Stock
underlying the replacement option or restricted stock unit will equal the product of the number of the shares underlying the Pointer
award multiplied by 2.544, and the per-share exercise price of the replacement options will equal the quotient obtained by dividing
the exercise price of the Pointer stock option by 2.544. There are no changes to the requisite service period and vesting terms.
Consistent with ASC 805-30-55, paragraphs 21 and 22, since the Unvested Stock Awards require post-combination service, I.D. Systems
will recognize the incremental fair value of the replacement award over the Unvested Stock Awards as compensation expense over
the post-combination service period.

I.D. Systems estimated
the fair values of the replacement awards and the Unvested Stock Awards for purposes of the pro forma financial statements using
a Black-Scholes option pricing model and determined the estimated incremental fair value of the replacement awards to be immaterial.
Therefore, I.D. Systems did not include or disclose the estimated incremental compensation expense in the pro forma financial statements
included in the Form S-4 as the amount is immaterial.

    July 1, 2019

Page 6

Comparative
Per Share Information, page 67

    13.
    Disclose
    Pointer equivalent pro forma per share date pursuant to Item 3(f) of Form S-4 Part 1A.

The
Form S-4 has been revised to disclose Pointer equivalent pro forma per share data. Please see page 59 .

    14.
    Please
    revise the Unaudited Pro Forma Combined per Parent Common Share Data to reflect the pro forma income statements that give
    effect to all significant adjustments based upon management’s best estimate of the valuation of acquired assets and
    assumed liabilities, and the related estimated amortization and depreciation.

In
response to the Staff’s comment, as addressed in the foregoing responses to the Staff’s comments, the Form S-4 has
been revised to reflect the preliminary purchase price allocation based on available information and best estimate of the value
of the acquired assets and assumed liabilities as well as the related estimated amortization and depreciation. Please see page
56 .

    15.
    Please
    clarify the explanation provided in footnote (3) to the comparative per share information.

The
following language in footnote (3) has been revised in response to the Staff’s comment:

“(3)
See Note 5 Earnings Per Share to the “Unaudited Pro Forma Combined Financial Information” on page 58 .”

    July 1, 2019

Page 7

Conditions
to the Investment Agreement, page 168

    16.
    Please
    advise as to the nature of the legal opinion referenced in the eight bullet point.

The
legal opinion that is a condition to the Investors’ obligations under the Investment Agreement relates to the following
matters with respect to Parent: (i) due organization, valid existence and good standing; (ii) the authorization, execution and
delivery of, and the validity, binding effect and enforceability of, the Investment Docume

June 20, 2019
Ned Mavrommatis
Chief Financial Officer
PowerFleet, Inc.
123 Tice Boulevard
Woodcliff Lake, NJ 07677
Re:PowerFleet, Inc.
Registration Statement on Form S-4
Filed on May 24, 2019
File no. 333-231725
Dear Mr. Mavrommatis:
            We have reviewed your 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.
Form S-4 filed May 24, 2019
Prospectus Cover Page / Letter to Shareholders, page 1
1.Please disclose the total number of PowerFleet common shares to be issued to I.D.
Systems and Pointer Telocation shareholders and the total amount of cash to be paid to
Pointer Telocation shareholders in connection with the combination of the two companies.
How will the parties to voting agreements with I.D. Systems and Pointer vote on the proposals?,
page 20
2.Please revise to indicate the percentage under each agreement committed to voting in
favor of the merger.

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 June 20, 2019 Page 2
 FirstName LastNameNed Mavrommatis
PowerFleet, Inc.
June 20, 2019
Page 2
What are the U.S. federal income tax consequences of the Transactions?, page 23
3.We note that you express an opinion with respect to the tax free consequences of the
transactions for U.S. federal income tax purposes to I.D. Systems shareholders; however
there is no tax opinion of counsel filed as an exhibit to your registration statement. Please
advise or revise. Refer to Item 601(b)(8) of Regulation S-K and and Sections III.A.2 and
III.D.2 and 3 of CF Staff Legal Bulletin No. 19.
Company Structure--Diagrams, page 28
4.Please revise to indicate the percentage ownership post-closing to be held by I.D. Systems
stockholders, Pointer stockholders, and the Preferred Stockholders. Please similarly revise
at page 84.
Conditions to I.D. Systems' and Parent's Obligations, page 35
5.We note the ability of either party to waive conditions to the transactions.  Please
specifically identify which conditions can be waived.  Furthermore, disclose whether the
receipt of a tax opinion regarding the tax-free nature of the transactions by I.D. Systems is
a condition to the transactions, and if so, whether it is a waivable condition. Disclose
whether it is the board of directors’ intent to re-solicit stockholder approval if any party
waives a material condition, including the receipt of tax opinions.   We believe that re-
solicitation is generally required when parties waive material conditions to a merger, such
as receipt of an opinion that a merger is not taxable to stockholders, and such changes in
terms of the merger render the disclosure that you previously provided to shareholders
materially misleading.  As appropriate, also revise the related risk factor on page 48
entitled, “I.D. Systems or Pointer may waive one or more of the closing conditions to the
Transactions without re-soliciting stockholder approval.”
Risk Factors, page 43
6.Please consider the addition of a risk factor addressing the potential loss of corporate
opportunities to the combined company if I.D. Systems Proposal 6 is approved by
shareholders. Please also address, as you do at page 180, how adoption of the proposal
would be consistent with the board's fiduciary duties, and Delaware Corporation Law.
I.D. Systems, Pointer and Parent will incur significant transaction and merger-related transaction
costs in connection with the Transactions, page 52
7.To the extent possible, please quantify the significant non-recurring costs you discuss in
the risk factor, in addition to the termination fees you quantify.

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 June 20, 2019 Page 3
 FirstName LastNameNed Mavrommatis
PowerFleet, Inc.
June 20, 2019
Page 3
Pro Forma Condensed Statements of Comprehensive Income (Loss) for the Year Ended
December 31, 2018
Pro Forma Condensed Statement of Comprehensive Income (Loss) for the Three Months Ended
March 31, 2019, page 62
8.Please include pro forma income statement adjustments to give effect to the depreciation
and amortization associated with acquired tangible and intangible assets of Pointer.  This
should be based upon your best estimate of the fair value of the different classes of assets
to be acquired and the associated useful life of each class of asset.
Notes to Unaudited Pro Forma Combined Financial Information
Note 3. Purchase Price Allocation, page 65
9.We note that you have not completed the detailed valuations necessary to estimate the fair
value of the assets acquired and the liabilities assumed and the related allocations of the
purchase price.  Please note for pro forma purposes, it is not necessary to have a final
determination of the fair value of assets acquired and liabilities assumed.  Please revise
your pro forma information to reflect management's best estimate of the value of the
assets to be acquired and the liabilities to be assumed and the related allocations of the
purchase price.  In your preliminary purchase price allocation, you should identify the
significant liabilities and significant tangible and intangible assets likely to be recognized.
Also, in the accompanying disclosure, you should indicate the purchase price allocation is
preliminary and highlight any uncertainties regarding the valuations and the effects of
amortization periods assigned to the assets.
10.Please expand the sensitivity analysis for the range of possible outcomes in Note 3 to
present each of the pro forma income statement line-items that should appear below pro
forma net income before income taxes, so the the impact of the estimated amortization on
net (loss)/income attributable to common shareholders is transparent.
Note 4. Pro Forma Adjustments, page 66
11.Please reflect a pro forma adjustment for the $750,000 of bonuses payable to the three
Pointer Telocation executives per their employment agreements contingent upon closing
the merger transaction in your unaudited pro forma balance sheet at March 31, 2019.
Refer to Article 11 of Regulation S-X.
12.We note the treatment of Pointer share-based plans disclosed on page 138.  In a separate
footnote, please disclose how you will be accounting for the treatment of the Pointer
share-based plans in the merger and advise us.  Disclose the total estimated value of the
consideration to be paid in the form of options to purchase Parent common stock, Pointer
merger consideration, and restricted stock units in the Parent common stock.  In addition,
please give pro forma balance sheet and pro forma income statement effect to the
treatment of Pointer share-based plans.

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 June 20, 2019 Page 4
 FirstName LastNameNed Mavrommatis
PowerFleet, Inc.
June 20, 2019
Page 4
Comparative Per Share Information, page 67
13.Disclose Pointer equivalent pro forma per share date pursuant to Item 3(f) of Form S-4
Part 1A.
14.Please revise the Unaudited Pro Forma Combined per Parent Common Share Data to
reflect the pro forma income statements that give effect to all significant adjustments
based upon management's best estimate of the valuation of acquired assets and assumed
liabilities, and the related estimated amortization and depreciation.
15.Please clarify the explanation provided in footnote (3) to the comparative per share
information.
Conditions to the Investment Agreement, page 168
16.Please advise as to the nature of the legal opinion referenced in the eight bullet point.
Choice of Forum, page 195
17.Please revise here, and at page 203, to include disclosure addressing exceptions to the
provision, including that 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, as referenced in your related risk factor at page 56.
Amended and Restated Certificate of Incorporation of Powerfleet, Inc., page C-36
18.We note that your forum selection provision identifies the Court of Chancery of the State
of Delaware as the exclusive forum for certain litigation, including any “derivative
action,” subject to certain exceptions.  We also note your disclosure that 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, as well as your disclosure that
the 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.
Please revise to clarify whether this provision applies to actions arising under the
Securities Act.  In that regard, we note that Section 22 of the Securities Act creates
concurrent jurisdiction for federal and state courts over all suits brought to enforce any
duty or liability created by the Securities Act or the rules and regulations thereunder.  If
this provision does not apply to actions arising under the Securities Act or Exchange Act,
please also ensure that the exclusive forum provision in the governing documents states
this clearly, or tell us how you will inform investors in future filings that the provision
does not apply to any actions arising under the Securities Act or Exchange Act.
General
19.Please supplementally provide us with all board books that are materially related to the
combination of I.D. Systems, Inc. and Pointer Telocation Ltd.

 FirstName LastNameNed Mavrommatis
 Comapany NamePowerFleet, Inc.
 June 20, 2019 Page 5
 FirstName LastName
Ned Mavrommatis
PowerFleet, Inc.
June 20, 2019
Page 5
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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, Staff
Attorney, 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