SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

You are cordially invited to attend the special meeting of the stockholders (the “Special Meeting”) of MICT, Inc. (“MICT” or the “Company”) to be held at ___ a.m. Eastern Time on _______________, 2020 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105.

At the Special Meeting, MICT stockholders will be asked to consider and vote upon the following proposals:

The board of directors of MICT has fixed the close of business on ______, 2020 as the record date (the “Record Date”) for the Special Meeting and only stockholders who held Common Stock of MICT as of the Record Date will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.

MICT’s board of directors has unanimously determined that the Proposals are advisable, fair to and in the best interests of MICT and its stockholders and unanimously recommends that MICT’s stockholders vote “FOR” the Merger Proposal, the Nasdaq Proposals, the Charter Amendment Proposal, the Reverse Stock Split Proposal, the Director Election Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, and “FOR” the Adjournment Proposal, if presented.

Your vote is important. The obligation of MICT to complete the Merger is subject to a number of conditions set forth in the Merger Agreement and are summarized in the accompanying proxy statement. More information about MICT, the Special Meeting and the transactions contemplated by the Merger Agreement, is contained in the accompanying proxy statement. You are encouraged to read the accompanying proxy statement in its entirety, including the section entitled “Risk Factors” beginning on page 28.

The accompanying proxy statement is dated __________, 2020 and is first being mailed to the stockholders of MICT on or about ______________, 2020.

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “Special Meeting”) of MICT, Inc. (“MICT” or the “Company”)), a Delaware corporation, will be held at ___ a.m. Eastern Time, on __________, 2020 at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

The Proposals are described in the accompanying proxy statement, which we encourage you to read in its entirety before voting. Only holders of record of Common Stock of MICT at the close of business on _______, 2020 are entitled to notice of the Special Meeting and to vote and have their votes counted at the Special Meeting and any adjournments or postponements of the Special Meeting. A complete list of MICT stockholders of record entitled to vote at the Special Meeting will be available for ten days before the Special Meeting at the principal executive offices of MICT for inspection by stockholders during ordinary business hours for any purpose germane to the Special Meeting.

After careful consideration, MICT’s board of directors has determined that the Proposals are fair to and in the best interests of MICT and its stockholders and unanimously recommends that you vote or give instruction to vote “FOR” the Merger Proposal, the Nasdaq Proposals, the Charter Amendment Proposal, the Reverse Stock Split Proposal, the Director Election Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal and “FOR” the Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more of MICT’s directors may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of MICT and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “Interests of MICT’s Directors and Officers in the Proposals” in the accompanying proxy statement for a further discussion of this issue.

The affirmative vote of the holders of a majority of the shares of MICT Common Stock, entitled to vote at the Special Meeting, is required to approve the Merger Proposal, the Charter Amendment Proposal and the Reverse Stock Split Proposal. The affirmative vote of a majority of the votes cast at the Special Meeting is required for the approval of the Nasdaq Proposals, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, and the Adjournment Proposal, if presented. The approval of the Director Election Proposal requires a plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. If the Merger Proposal is not approved, the Nasdaq Proposals, the Reverse Stock Split Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, the Charter Amendment Proposal, and the Director Election Proposal will not be presented to the MICT stockholders for a vote.

All stockholders of MICT are cordially invited to attend the Special Meeting in person. To ensure your representation at the Special Meeting, however, you are urged to mark, sign and date the enclosed proxy card and return it as soon as possible in the pre-addressed postage paid envelope provided. If you are a stockholder of record of MICT Common Stock, you may also cast your vote in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, or by a nominee, you must instruct your broker, bank or nominee on how to vote your shares or, if you wish to attend the Special Meeting and vote in person, obtain a proxy from your broker, bank or nominee. Abstentions and broker non-votes will have no effect on the outcome of the Nasdaq Proposals, the Director Election Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, and the Adjournment Proposal.

Whether or not you plan to attend the Special Meeting, we urge you to read the accompanying proxy statement (and any documents incorporated into the accompanying proxy statement by reference) carefully. Please pay particular attention to the section entitled “Risk Factors” in the accompanying proxy statement.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the Special Meeting or not, please mark, sign and date the enclosed proxy card and return it as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

This proxy statement is dated ______________, 2020 and is first being mailed to the stockholders of MICT on or about ______________, 2020.

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” “the Company,” and “MICT” refer to MICT, Inc.

The accompanying document is the proxy statement of MICT for its Special Meeting of its stockholders. The proxy statement incorporates by reference important business and financial information about MICT that is not included in or delivered with this proxy statement. This information is available without charge to stockholders of MICT upon request. You can obtain the documents incorporated by reference into the accompanying proxy statement through the Securities and Exchange Commission website at www.sec.gov (if publicly filed) or by requesting them in writing or by telephone at the address or telephone number below:

In addition, if you have questions about the Merger or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need to obtain proxy cards or other information related to the proxy solicitation, please contact Morrow Sodali LLP, MICT’s proxy solicitor, toll-free at (800) 662-5200. You will not be charged for any of these documents that you request.

See the section entitled “Where You Can Find More Information” beginning on page 222 of the accompanying proxy statement for further information.

Information contained on the MICT website are expressly not incorporated by reference into this proxy statement.

To obtain timely delivery of the documents, you must request them no later than five business days before the date of the applicable Special Meeting, or no later than ________________, 2020.

MICT’s audited financial statements as of and for the years ended December 31, 2018 and 2017 and unaudited financial statements as of September 30, 2019 and for the nine months ended September 30, 2019 and 2018, included in this proxy statement were prepared, as stated therein, in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

ParagonEx’s audited financial statements as of and for the years ended December 31, 2018 and 2017 and unaudited financial statements as of June 30, 2019 and for the six months ended June 30, 2019 and 2018 included in this proxy statement were prepared, as stated therein, in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board (“IASB”) and are presented in U.S. dollars. ParagonEx’s unaudited financial statements as of and for the six months period ended June 30, 2019 and 2018 were prepared, as stated therein, in accordance with IAS 34 – Interim Financial Reporting and are presented in U.S. dollars.

Beijing Brookfield’s consolidated financial statements as of and for the years ended December 31, 2018 and 2017 included in this proxy statement are prepared in accordance with IFRS as issued by the IASB and are presented in RMB. Beijing Brookfield’s unaudited interim condensed consolidated financial statements as of June 30, 2019 and for the periods ended June 30, 2019 and 2018, included in this proxy statement were prepared in accordance with IAS 34 Interim Financial Reporting as issued by the IASB and are presented in RMB.

As a result, MICT’s U.S. GAAP historical financial statements are not directly comparable to ParagonEx’s and Beijing Brookfield’s IFRS historical financial statements. Furthermore, the Beijing Brookfield financial statements are not directly comparable to any of the other financial statements included herein as they are stated in RMB.

This proxy statement also includes unaudited pro forma condensed combined financial information as of September 30, 2019 and for the nine months ended September 30, 2019 and the year ended December 31, 2018 of MICT to give effect to events that are directly attributable to the Transactions (as defined herein) and have a continuing impact on the operations of MICT (with respect to the unaudited pro forma condensed combined Statements of Operations for the periods presented) and are based on available data and certain assumptions that management believes are factually supportable. It should be noted that the pro forma financial information for the nine months ended September 30, 2019 actually includes the results of ParagonEx and Beijing Brookfield for the nine months ended June 30, 2019. The Securities and Exchange Commission’s pro forma preparation guidance permits the combining of financial statements in which the reporting periods are within 93 days of one another. See “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement.

Rounding adjustments have been made in calculating some of the financial information included in this proxy statement. As a result, figures shown as totals in some tables and elsewhere may not be exact arithmetic aggregations of the figures that precede them.

Percentages and amounts reflecting changes over time periods relating to financial and other data set forth in the sections entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” are calculated using the numerical data in the consolidated financial statements or the tabular presentation of other data (subject to rounding) contained in this proxy statement, as applicable, and not using the numerical data in the narrative description thereof.

MICT believes that some of the information in this proxy statement constitutes forward-looking statements within the definition of the Private Securities Litigation Reform Act of 1995. You can identify these statements by forward-looking words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) that are intended to identify forward-looking statements. You should read statements that contain these words carefully because they:

MICT believes it is important to communicate its expectations to its stockholders. However, there may be events in the future that MICT is not able to predict accurately or over which it has no control. The risk factors and cautionary language discussed in this proxy statement provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described by MICT in such forward-looking statements, including among other things:

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this proxy statement.

All forward-looking statements included herein attributable to any of MICT or any person acting on its behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws and regulations, MICT undertakes no obligations to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.

Before a stockholder grants its proxy or instructs how its vote should be cast or vote on the Proposals, it should be aware that the occurrence of the events described in the “Risk Factors” section and elsewhere in this proxy statement may adversely affect MICT and GFH.

SUMMARY OF THE MATERIAL TERMS OF THE PROXY STATEMENT

This summary, together with the sections titled “Questions and Answers for All the MICT Stockholders,” summarizes information contained in this proxy statement, but do not contain all of the information that is important to you. You should carefully read this entire proxy statement, including the attached annexes, for a more complete understanding of the matters to be considered at the Special Meeting. In addition, for definitions of terms commonly used throughout this proxy statement, including in this summary, see the section entitled “Frequently Used Terms.”

Parties to the Merger

MICT, Inc. (formerly named Micronet Enertec Technologies, Inc.), is a U.S.-based Delaware corporation, formed on January 31, 2002. On March 14, 2013, it changed its name from Lapis Technologies, Inc. to Micronet Enertec Technologies, Inc. and on July 13, 2018, it changed its name from Micronet Enertec Technologies, Inc. to MICT, Inc.

Micronet’s business relates to its ownership interest in its Israel-based subsidiary, Micronet Ltd., (“Micronet”), in which MICT previously held a majority ownership interest that has since been diluted to a minority ownership interest. Micronet operates in the growing commercial Mobile Resource Management (“MRM”), market. Micronet through both its Israeli and U.S. operational offices designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces with computing solutions in challenging work environments.

Micronet through both its Israeli and U.S. operational offices designs, develops, manufactures and sells rugged mobile computing devices that provide fleet operators and field workforces with computing solutions in challenging work environments. Micronet’s vehicle portable tablets increase workforce productivity and enhance corporate efficiency by offering computing power and communication capabilities that provide fleet operators with visibility into vehicle location, fuel usage, speed and mileage. Micronet’s customers consist primarily of application service providers and solution providers specializing in the MRM market.

On December 31, 2017, MICT, Enertec Systems 2001 Ltd. (“Enertec”), previously MICT’s wholly-owned subsidiary, and MICT Management Ltd. (then, Enertec Management Ltd.), entered into a Share Purchase Agreement (the “Share Purchase Agreement”), with Coolisys Technologies Inc. (“Coolisys”), a subsidiary of DPW Holdings, Inc. (“DPW”), pursuant to which MICT sold the entire share capital of Enertec to Coolisys.

On May 22, 2018, MICT closed on the sale of all of the outstanding equity of Enertec pursuant to the Share Purchase Agreement. As consideration for the sale of Enertec’s entire share capital, Coolisys paid, at the Closing, a purchase price of $4,772,521 following certain adjustments made in accordance with the provisions of the Share Purchase Agreement, and assumed $4,288,439 of Enertec debt. In addition, an amount equal to 10% of such cash consideration remain under the Share Purchase Agreement in escrow for a period of up to 14 months after the Closing to satisfy certain potential indemnification claims such as claims related to breach of representations and warranties by MICT, as customary in such transactions. MICT believes the sale represents a strategic shift in its business. Accordingly, its results of operations in the consolidated statement of income and prior periods’ results have been reclassified as a discontinued operation. MICT’s capital gain from the sale of Enertec, based on MICT’s balance sheet at the closing date of the Enertec sale, was approximately $6,800.

Merger Sub

Merger Sub is a to-be-formed British Virgin Islands company and wholly-owned subsidiary of MICT, which will be formed for the purpose of consummating the Merger. Following the Merger, Merger Sub will merge into and with GFH, with GFH surviving the Merger.

GFH

GFH is a British Virgin Islands company and has two wholly owned subsidiaries, ParagonEx, a British Virgin Islands company which is a developer and global provider of software solutions and related services for online trading in contracts-for-difference and Beijing Brookfield, a People’s Republic of China (“PRC”) limited liability company which provides technology solutions for many of its lottery center clients, responsible for the operation of the lottery center websites, development and provision of cutting edge content, marketing and promotional activities as well as providing Self-Service Terminals in China. In addition, GFH plans to make a number of acquisitions that will help establish itself as a leading provider of solutions for the trading of CFD products in Europe, the Middle East and Australia. While within China, by combining the product-agnostic and scalable platform of ParagonEx and the secure and reliable platform of Beijing Brookfield with the high volume processing capability, it plans to explore business opportunities in the trading of stock, oil and gas, and recyclable metal trading and insurance brokerage, through the contracts it secured and its experience and connection in China.

The Merger Proposal

MICT and MICT Merger Subsidiary Inc., a to-be-formed British Virgin Islands company and a wholly-owned subsidiary of MICT (“Merger Sub”), and upon execution of a joinder GFH Intermediate Holdings Ltd., a British Virgin Islands company (“GFH”), entered into, an Agreement and Plan of Merger, dated as of November 7, 2019 (the “Merger Agreement”). GFH is wholly owned by Global Fintech Holding Ltd. (“Global Fintech”), a British Virgin Islands business company. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

Pursuant to the Merger Agreement, a business combination transaction will be effected whereby Merger Sub will merge with and into GFH, with GFH continuing as the surviving entity, as a result of which each share of GFH that is issued and outstanding immediately prior to the Effective Time (as defined in the Merger Agreement) shall no longer be outstanding and shall automatically be cancelled, in exchange for the right of the holder thereof to receive a substantially equivalent security of MICT (the “Merger”, and together with the other transactions contemplated by the Merger Agreement, the “Transactions”), all upon the terms and subject to the conditions set forth in the Merger Agreement and in accordance with the applicable provisions of the BVI Act.

Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, GFH and Merger Sub, as constituent parties to the Merger for the purpose of the BVI Act, shall consummate the Merger, pursuant to which Merger Sub shall be merged with and into GFH as the surviving company for the purpose of the BVI Act, following which the separate corporate existence of Merger Sub shall cease and GFH shall continue as the surviving company. Subject to the terms and conditions set forth in the Merger Agreement, at the Effective Time, MICT shall deliver to Global Fintech, the sole shareholder of GFH, an aggregate of 109,946,914 shares of MICT Common Stock (the “Shareholder Merger Consideration”), with each share of MICT Common Stock valued at US$1.41.

Immediately after the Closing and on a fully diluted basis, MICT’s stockholders who owned MICT Common Stock before the Closing will own approximately ___% of MICT, Global Fintech will own approximately ___% of MICT, and the Convertible Debenture Purchasers will own approximately ___% of MICT. Shares issued as a result of conversion of the MICT Debentures will constitute the remaining, approximately ___ %, of the MICT Common Stock.

In addition to the approval of the Merger Proposal at the Special Meeting, unless waived by the parties to the Merger Agreement, in accordance with applicable law, the closing of the Transactions is subject to a number of conditions set forth in the Merger Agreement including, among others, receipt of the requisite stockholder approval contemplated by this proxy statement. For more information about the closing conditions to the Merger, see the section titled “The Merger Proposal—The Merger Agreement – Conditions to the Closing.”

The Merger Agreement may be terminated at any time prior to the Closing of the Merger upon agreement of MICT and GFH, or by MICT or GFH acting alone, in specified circumstances. For more information about the termination rights under the Merger Agreement, see the section titled “The Merger Proposal—The Merger Agreement – Termination.”

The affirmative vote of the holders of a majority of the shares of MICT Common Stock, entitled to vote at the Special Meeting, is required to approve the Merger Proposal. If the Merger Proposal is not approved, the Nasdaq Proposals, the Reverse Stock Split Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, the Charter Amendment Proposal, and the Director Election Proposal will not be presented to the MICT stockholders for a vote.

The MICT’s board of directors as of the Closing will consist of seven individuals, with three directors designated by Beijing Brookfield and four directors designated by holders of a majority of the Exchange Shares issued to the ParagonEx Sellers. At least a majority of the post-Closing MICT board of directors shall qualify as independent directors and shall comply with all applicable Nasdaq rules. The Merger involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

Please see the section titled “The Merger Proposal.”

Other Regulatory Requirements

Aside from regulatory approvals required under the U.S. federal securities laws, the approval of the Merger is not subject to any other regulatory approvals or requirements.

Appraisal Rights for MICT Stockholders

In accordance with Section 262 of the Delaware General Corporation Law, MICT stockholders do not have appraisal rights in connection with the Merger.

Accounting Treatment of the Merger

The financial statements of MICT have been prepared in accordance with U.S. GAAP. The preparation of financial statements in accordance with U.S. GAAP requires management to make judgments, estimates and assumptions that affect the application of policies. The areas that require a high level of judgment or areas of judgment and estimation that are significant to MICT are disclosed in the notes accompanying its annual financial statements.

Under U.S. GAAP, the Transactions contemplated by the Merger Agreement will be accounted for as a business combination using the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations, which requires that one of the companies in the Transactions be designated as the acquirer for accounting purposes, based on the evidence available. Because each transaction is conditioned on the closing of all of the Transaction, the Transactions are viewed as a single transaction. ParagonEx has been deemed the accounting acquirer because its shareholders will have the majority shareholding between them after the closing of the transactions. In MICT’s consolidated financial statements, the assets and liabilities of Beijing Brookfield will initially be recorded at fair value and the excess of the consideration paid to the Beijing Brookfield shareholders over the net fair value of its assets and liabilities will be recorded as goodwill. The historical results of operations of ParagonEx will be presented as the results of operations of MICT following the closing date of the Transactions.

Ownership Structure

The following diagrams illustrate the ownership structure of MICT and GFH prior to the Merger and then after the Merger.

Management following the Merger

The following persons are expected to serve as executive officers and directors of the combined entity. For biographical information concerning these executive officers and directors, see “The Director Election Proposal – Executive Officers and Directors.”

Name	Age	Position
Darren Mercer	56	Chief Executive Officer and Director
Alon Michal	51	Chief Financial Officer
Amos Pickel	53	Director
Simon Grant Duggan	53	Director
Ronald Charles Spencer	72	Director
John M. Scott	73	Director
Chezy Ofir	67	Director
Robert Cameron Floate	63	Director

The Nasdaq Proposal – Primary Convertible Debentures

In connection with the Merger, on November 7, 2019, the Company entered into a Securities Purchase Agreement (the “Primary Purchase Agreement”) with certain investors identified therein (the “Primary Purchasers”) pursuant to which, among other things, the Primary Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the Primary Purchase Agreement, to purchase from the Company 5% senior secured convertible debentures (the “Primary Convertible Debentures”) with an aggregate principal amount of approximately $15.9 million (the “Primary Convertible Debenture Offering”). Upon the closing of the Merger and written notice of the Company to the Primary Purchasers, the Primary Purchasers will be forced to convert the Primary Convertible Debentures into shares of Common Stock of the Company at a conversion price of $1.41 per share (the “Forced Conversion”).

Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of common stock (or securities convertible into or exercisable for common stock) or (B) the number of shares of common stock to be issued is or will be equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the stock or securities. As a result of the Company’s issuance of shares of Common Stock upon the Forced Conversion of the Primary Convertible Debentures in connection with the closing of the Merger, the Company will issue shares of Common Stock representing 20% or more of the number of outstanding shares of Common Stock of the Company prior to the issuance, or 20% or more of its voting power prior to the issuance. Please see the section entitled “The Nasdaq Proposal – Primary Convertible Debentures.”

The Nasdaq Proposal – Non-Primary Convertible Debentures

In connection with the Merger, on November 7, 2019, the Company entered into a Securities Purchase Agreement (the “Non-Primary Purchase Agreement”) with certain investors identified therein (the “Non-Primary Purchasers”) pursuant to which, among other things, the Primary Purchasers agreed, subject to the satisfaction or waiver of the conditions set forth in the Non-Primary Purchase Agreement, to purchase from the Company 5% senior secured convertible debentures (the “Non-Primary Convertible Debentures”) with an aggregate principal amount of approximately $9.0 million (the “Non-Primary Convertible Debenture Offering,” collectively with the Primary Convertible Debenture Offering, the “Convertible Debenture Offerings”). The Non-Primary Convertible Debentures has the same Forced Conversion provision as the Primary Convertible Debentures.

As the Company will issue shares of Common Stock representing 20% or more of the number of outstanding shares of Common Stock of the Company prior to the issuance upon the Forced Conversion of Non-Primary Convertible Debentures, MICT is seeking stockholder approval to satisfy the requirements pursuant to Nasdaq Listing Rules 5635(a). Please see the section entitled “The Nasdaq Proposal – Non-Primary Convertible Debentures.”

The Nasdaq Proposal – Preferred Stock and Warrants

MICT stockholders will be asked to approve the issuance of 3,636,364 shares of Common Stock upon conversion of Series B Convertible Preferred Stock and exercise of the Note Warrants issued to BNN Technology PLC, a United Kingdom private company (“BNN”) pursuant to a securities purchase agreement on June 4, 2019. Assuming the full conversion of Series B Convertible Preferred Stock and full exercise of the Note Warrants currently held by BNN, BNN would own greater than 20% of the voting power of the Company on a post-transaction basis and be the Company’s largest shareholder, which would be considered a change of control under Nasdaq Listing Rules 5635(a) and thereby the issuance of 3,636,364 shares of Common Stock requires the approval of MICT stockholders.

The Charter Amendment Proposal

MICT stockholders will be asked to approve and adopt an amendment to the certificate of incorporation of MICT, as amended, a form of which is attached as Annex B to the accompanying proxy statement, to increase the number of authorized shares of MICT Common Stock, from 25,000,000 to 350,000,000, effective at the closing of the Merger, for the purpose of carrying out the Merger and the issuance of shares of Common Stock upon conversion of the Convertible Debentures and the Convertible Notes, the exercise of the Note Warrants and the conversion or exercise of other outstanding securities of MICT.

The Reverse Stock Split Proposal

MICT stockholders will be asked to approve and adopt an amendment to the certificate of incorporation of MICT, as amended, a form of which is attached as Annex C to the accompanying proxy statement, to effect a reverse split of the authorized and issued and outstanding shares of Common Stock of MICT at a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be determined by the MICT Board.

The Director Election Proposal

MICT is seeking stockholder approval of the election of seven directors to its board of directors following the consummation of the Merger, each to hold office until the Company’s 2020 annual stockholder meeting and until their respective successors are duly elected and qualified. See the section entitled “The Director Election Proposal.”

The EIP Proposal

MICT is seeking stockholder approval of the 2020 Equity Incentive Plan which will become effective upon the Closing and will be used by MICT on a going-forward basis following the Closing. A summary of the 2020 Equity Incentive Plan is set forth in the section entitled “The EIP Proposal” of the accompanying proxy statement and a complete copy of the 2020 Equity Incentive Plan is attached hereto as Annex D.

The EIP Sub-Plan Proposal

MICT is seeking stockholder approval of the Sub-Plan for Israeli Participants under the 2020 Equity Incentive Plan which will become effective upon the Closing and will be used by MICT for issuance of equity awards to its Israeli employees and consultants on a going-forward basis following the Closing. A summary of the 2020 Equity Incentive Plan is set forth in the section entitled “The EIP Sub-Plan Proposal” of this proxy statement and a complete copy of the Sub-Plan for Israeli Participants under the 2020 Equity Incentive Plan is attached hereto as Annex E.

The Golden Parachute Proposal

The purpose of the Golden Parachute Proposal is to approve, on an advisory basis, the golden parachute compensation that may be paid or become payable to David Lucatz, President and Chief Executive Officer of MICT, as disclosed in this proxy statement. Please see the section entitled “Golden Parachute Proposal.”

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow the MICT Board to adjourn the Special Meeting of stockholders to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to MICT’s stockholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the Special Meeting to approve one or more of the proposals presented at such meeting.

Date, Time and Place of Special Meeting

The Special Meeting will be held at _______ a.m. Eastern time, on ________, 2020, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105, or at such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Record Date; Outstanding Shares; Stockholders Entitled to Vote

MICT has fixed the close of business on _________, 2020, as the Record Date for determining MICT stockholders entitled to notice of and to attend and vote at the Special Meeting. As of the close of business on _______, 2020, there were ___________ shares of MICT Common Stock outstanding and entitled to vote. Each share of MICT Common Stock is entitled to one vote per share at the Special Meeting.

MICT and GFH received a voting and support agreement from David Lucatz, President and Chief Executive Officer of MICT, representing 1,234,000 shares of Common Stock, to vote in favor of the Merger. BNN intends to vote its shares of MICT in favor of the Merger.

Proxy Solicitation

MICT will bear the cost of printing and filing of this proxy statement and the proxy card. Arrangements will also be made with brokerage firms and other custodians, nominees and fiduciaries who are record holders of MICT Common Stock for the forwarding of solicitation materials to the beneficial owners of MICT Common Stock. MICT has retained Morrow Sodali LLP to assist it in soliciting proxies using the means referred to above. MICT will pay Morrow Sodali LLP fees which MICT expects to be approximately $______. Proxies with respect to the Special Meeting may be solicited by telephone, by facsimile, by mail, on the Internet or in person. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section entitled “Special Meeting of the Stockholders of MICT — Revoking Your Proxy and Changing Your Vote.”

Interests of MICT’s Directors and Officers in the Proposals

Subject to the closing of the Transactions, MICT will issue to each of the members of the MICT Board, including its Chief Executive Officer and former director Miki Balin, 300,000 options to purchase ordinary shares of MICT (1,200,000 options in the aggregate) with an exercise price of $1.41 per share. In addition, DL Capital Ltd. (“DL Capital”), an entity under the control of David Lucatz, is entitled to receive (i) an annual bonus of 3% of the amount by which the annual earnings before interest, tax, depreciation and amortization, or EBITDA, for such year exceeds the average annual EBITDA for 2011 and 2010, or $0, and (ii) a one-time bonus of 0.5% of the purchase price of any acquisition or capital raising transactions completed by MICT during the term of the agreement, or approximately $773,600, as a result of the Transactions. Furthermore, following the closing of the Transactions, the rights and obligations under the DPW Consulting Agreement will be assigned to Mr. Lucatz. Pursuant to the DPW Consulting Agreement (as defined herein), Coolisys will, for each of the next two years, pay Mr. Lucatz an aggregate consulting fee of $333,000 as well as issue Mr. Lucatz 188 restricted shares of DPW Class A common stock, which restricted shares are valued at $223.72 based on the closing stock price of DWP Class A common stock on December 31, 2019.

In addition, Mr. David Lucatz, CEO and Chairman of the MICT Board, has certain holdings through his affiliates which constitute approximately 7.78% of MICT’s outstanding common stock, not including options and restricted stock set forth above (and 8.2% on a fully diluted basis, including 100,000 options being vested upon closing), as well as right to be assigned, upon the closing of the Transactions, certain rights in connection with the Consulting Agreement entered into by and between MICT, Enertec, Coolisys, DPW Holdings, Inc. and Mr. Lucatz, pursuant to which MICT, via Mr. Lucatz, agreed to provide Enertec with certain consulting and transitional services over a three year period in exchange for an annual consulting fee of $150,000 plus certain issuances of restricted stock. In connection with the Transactions, all rights and obligations under such agreement shall be assigned to Mr. Lucatz, along with all equity issued pursuant thereto.

Mr. Darren Mercer, a director of MICT and the sole director of GFH, will receive a majority of shares of GFH under the 2019 Equity Incentive Plan of GFH, which shares will be exchanged for shares of MICT Common Stock at the closing of the Merger.

Recommendation to MICT Stockholders

The board of directors of MICT (the “MICT Board”) believes that the Proposals are in the best interest of MICT’s stockholders and recommends that its stockholders vote “FOR” the Merger Proposal, the Nasdaq Proposals, the Charter Amendment Proposal, the Reverse Stock Split Proposal, the Director Election Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal and “FOR” the Adjournment Proposal, if presented.

The existence of any financial and personal interests of one or more members of the MICT Board may be argued to result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of MICT and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the proposals. See the section entitled “— Interests of MICT’s Directors and Officers in the Proposals” above.

Quorum and Vote of MICT Stockholders

The holders of a majority of shares of Common Stock issued, outstanding and entitled to vote, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders and shall be required for the transaction of business, except as otherwise provided by law, by the certificate of incorporation or the bylaws of MICT. If, however, such majority shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote at such meeting, present in person or by proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting unless the adjournment is for more than thirty (30) days or after the adjournment a new record date is set, until the required amount of voting stock shall be present. At such adjourned meeting at which a quorum shall be present in person or by proxy, any business may be transacted that might have been transacted at the meeting originally called.

As of the Record Date for the Special Meeting, _______ shares of Common Stock would be required to achieve a quorum.

The affirmative vote of the holders of a majority of the shares of MICT Common Stock, entitled to vote at the Special Meeting, is required to approve the Merger Proposal, the Charter Amendment Proposal and the Reverse Stock Split Proposal. The affirmative vote of a majority of the votes cast at the Special Meeting is required for the approval of the Nasdaq Proposals, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal and the Adjournment Proposal, if presented. The approval of the Director Election Proposal requires a plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. If the Merger Proposal is not approved, the Nasdaq Proposals, the Reverse Stock Split Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, the Charter Amendment Proposal, and the Director Election Proposal will not be presented to the MICT stockholders for a vote.

Risk Factors

In evaluating the Proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled “Risk Factors.”

QUESTIONS AND ANSWERS FOR ALL MICT STOCKHOLDERS

Q.	*Why am I receiving this proxy statement?*

You are receiving this proxy statement in connection with the Special Meeting of MICT stockholders. MICT is holding the Special Meeting of its stockholders to consider and vote upon the following Proposals. MICT will bear the cost of this solicitation. Your vote is important. You are encouraged to vote as soon as possible after carefully reviewing this proxy statement.

(1)

The Merger Proposal – to approve and adopt the Merger Agreement and approve the other transactions contemplated by the Merger Agreement including the Merger;

(2)

The Nasdaq Proposal – Primary Convertible Debentures – to approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of approximately 11,276,596 shares of Common Stock, upon conversion of the Primary Convertible Debenture;

(3)

The Nasdaq Proposal – Non-Primary Convertible Debentures – to approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of approximately 6,382,979 shares of Common Stock, upon conversion of the Non-Primary Convertible Debentures;

(4)

The Nasdaq Proposal – Preferred Stock and Warrants – to approve, in accordance with Nasdaq Listing Rule 5635(b), the issuance of 3,636,364 shares of Common Stock, upon conversion of Series B Convertible Preferred Stock and exercise of the Note Warrants issued to BNN Technology PLC;

(5)

The Charter Amendment Proposal – to approve and adopt an amendment to the certificate of incorporation of MICT, as amended, to increase the number of authorized and issued and outstanding shares of Common Stock from 25,000,000 to 350,000,000, effective at the closing of the Merger;

(6)

The Reverse Stock Split Proposal – to approve an amendment to the certificate of incorporation of MICT, as amended, to effect a reverse split of MICT’s issued and outstanding shares of Common Stock at a ratio of not less than one-for-two and not more than one-for-ten, with the exact ratio to be determined by the MICT Board;

(7)

The Director Election Proposal – to elect seven directors, who will serve as directors of MICT following the consummation of the Merger until the Company’s 2020 annual stockholder meeting and until their respective successors are duly elected and qualified;

(8)

The EIP Proposal – to approve and adopt the 2020 Equity Incentive Plan of MICT;

(9)

The EIP Sub-Plan Proposal – to approve and adopt the Sub-Plan for Israeli Participants under the 2020 Equity Incentive Plan of MICT;

(10)

The Golden Parachute Proposal – to consider and vote, on an advisory basis, upon a proposal to approve a “golden parachute” payment to David Lucatz, the President and Chief Executive Officer of MICT in connection with the Merger; and

(11)

The Adjournment Proposal – to consider and vote upon a proposal to adjourn the Special Meeting to a later date or dates, if necessary to permit further solicitation and vote of proxies if it is determined by MICT that more time is necessary or appropriate to approve one or more proposals presented at the Special Meeting.

Q.	*What constitutes a quorum?*

A.	The presence, in person or by proxy, of MICT stockholders representing a majority of the issued and outstanding shares of MICT Common Stock on the Record Date and entitled to vote on the resolutions to be considered at the Special Meeting will constitute a quorum for the Special Meeting.

Q.	*What vote is required to approve each Proposal at the Special Meeting?*

The affirmative vote of the holders of a majority of the shares of MICT Common Stock, entitled to vote at the Special Meeting, is required to approve the Merger Proposal, the Charter Amendment Proposal and the Reverse Stock Split Proposal. The affirmative vote of a majority of the votes cast at the Special Meeting is required for the approval of the Nasdaq Proposals, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal and the Adjournment Proposal, if presented. The approval of the Director Election Proposal requires a plurality of the votes of the shares of Common Stock present in person or represented by proxy at the Special Meeting and entitled to vote at the Special Meeting. If the Merger Proposal is not approved, the Nasdaq Proposals, the Reverse Stock Split Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal, the Charter Amendment Proposal, the Director Election Proposal will not be presented to the MICT stockholders for a vote.

In connection with execution of the Merger Agreement, David Lucatz, holding an aggregate of 1,234,200 shares of MICT Common Stock through D.L Capital Ltd, entered into a voting and support agreement to vote in favor of the Merger Proposal. In addition, BNN intends to vote its shares of MICT in favor of the Merger.

As of the Record Date, there were shares of MICT Common Stock issued and outstanding.

Q.	*Why is MICT proposing the Merger*?

The MICT Board believes that the Merger and the transactions contemplated thereby will create a company with a strong business-to business (“B2B”) technology platform and operational know how, with a strong financial structure and capabilities which will enable the post-merger company to present a leading global multifaceted platform for trading in digital assets, grow its business and increase and hold market share, ultimately leading to the generation of increasing revenues and profits, potentially benefiting existing and new shareholders.

Q.	*What equity stake will current MICT stockholders hold in the combined entity immediately after the consummation of the Merger?*

A.	Immediately following the consummation of the Merger, the current stockholders of MICT are expected to own approximately % in the combined entity.

Q.	*What will happen in the Merger?*

A.	At the Closing, MICT Merger Subsidiary Inc., a wholly owned subsidiary of MICT to-be-formed, will merge with and into GFH, with GFH surviving such merger. Upon consummation of the Merger, GFH will become a wholly owned subsidiary of MICT.

Q.	*When do you expect the Merger to be completed?*

It is currently expected that the Merger will be consummated on or before _____. This date depends on, among other closing conditions as more fully described in the section titled “The Merger Proposal – The Merger Agreement – Conditions to the Closing,” the approval of the Merger Proposal to be put to MICT stockholders at the Special Meeting. However, such meeting could be adjourned if the Adjournment Proposal is adopted by our stockholders at the Special Meeting and MICT elects to adjourn the Special Meeting to a later date or dates to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the Special Meeting, each of the condition precedent proposals have not been approved.

Q.	*When and where will the Special Meeting be held?*

The Special Meeting will be held at ____ a.m. Eastern Time on _______________, 2020, at the offices of Ellenoff Grossman & Schole LLP, at 1345 Avenue of the Americas, 11^th Floor, New York, New York 10105. Only stockholders who held MICT Common Stock at the close of business on ______, 2020 will be entitled to vote at the Special Meeting and at any adjournments and postponements thereof.

Q.	*Who is entitled to vote at the Special Meeting?*

A.	MICT has fixed ______ as the Record Date. If you were a stockholder of MICT on the Record Date, you are entitled to vote on matters that come before the Special Meeting. However, a stockholder may only vote his, her or its shares if he, she or it is present in person or is represented by proxy at the Special Meeting.

Q.	*How do I vote?*

A.	If you are a record owner of your shares, there are two ways to vote your shares of Common Stock at the Special Meeting:

You Can Vote By Signing and Returning the Enclosed Proxy Card. If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted as recommended by the MICT Board “FOR” each of the Proposals. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

You Can Attend the Special Meeting and Vote in Person. When you arrive, you will receive a ballot that you may use to cast your vote.

If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. If you wish to attend the meeting and vote in person and your shares are held in “street name,” you must obtain a legal proxy from your broker, bank or nominee. That is the only way MICT can be sure that the broker, bank or nominee has not already voted your shares.

Q:	*What if I do not vote my shares of Common Stock or if I abstain from voting?*

With respect to the Nasdaq Proposals, the Director Election Proposal, the EIP Proposal, the EIP Sub-Plan Proposal, the Golden Parachute Proposal and the Adjournment Proposal, abstentions will not be counted as votes properly cast for purposes of these proposals. As a result, if you abstain from voting on these proposals, your MICT shares will be counted as present for purposes of establishing a quorum (if so present in accordance with the terms of the Charter), but the abstention will have no effect on the outcome of these proposals. Similarly, broker non-votes will have no effect on the outcome of such proposals. Abstentions and broker non-votes will, however, have the same effect as voting against the Merger Proposal, the Charter Amendment Proposal and the Reverse Stock Split Proposal.

Q:	*What proposals must be passed in order for the Merger to be completed?*

A:	The Merger will not be completed unless the Merger Proposal, the Charter Amendment Proposal, the Nasdaq Proposal – Primary Convertible Debentures and the Nasdaq Proposal – Non-Primary Convertible Debentures are approved.

Q:	*What is “golden parachute” compensation and why I am being asked to vote on it?*

The Securities and Exchange Commission (the “SEC”) has adopted rules that require MICT to seek an advisory (non-binding) vote on “golden parachute” compensation. “Golden parachute” compensation is compensation that is tied to or based on the Merger and that will or may be paid by MICT to its President and Chief Executive Officer in connection with the Merger.

Q:	*How does the Board recommend that I vote on the Proposals?*

A:	The Board unanimously recommends that you vote “FOR” all the Proposals presented at the Special Meeting.

Q:	*How many votes do I have?*

A:	MICT stockholders have one vote per each share of Common Stock held by them on the Record Date on each proposal to be voted upon.

Q.	*Do I have appraisal rights in connection with the Merger?*

A.	In accordance with Section 262 of the Delaware General Corporation Law, MICT stockholders do not have appraisal rights in connection with the Merger.

Q.	*What are the U.S. federal income tax consequences of the Merger to me?*

A.	Neither MICT nor the stockholders of MICT should recognize gain or loss as a result of the Merger. For a more complete discussion of the U.S. federal income tax consequences of the Merger, see the section entitled “The Merger Proposal — Material United States Federal Income Tax Considerations.”

Q.	*What do I need to do now?*

MICT urges you to read carefully and consider the information contained in this proxy statement, including the annexes, and to consider how the Merger will affect you as a stockholder of MICT. Stockholders should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card.

Q.	*What happens if I sell my MICT shares before the Special Meeting?*

The Record Date for the Special Meeting is earlier than the date of the Special Meeting and earlier than the date that the Merger is expected to be completed. If you transfer your MICT shares after the applicable Record Date, but before the Special Meeting, unless you grant a proxy to the transferee, you will retain your right to vote at such Special Meeting.

Q.	*May I change my vote after I have mailed my signed proxy card?*

Yes. Stockholders may send a later-dated, signed proxy card to MICT’s secretary at the address set forth below so that it is received by MICT’s secretary prior to the vote at the Special Meeting or attend the Special Meeting in person or by proxy and vote. Stockholders also may revoke their proxy by sending a notice of revocation to MICT’s secretary, which must be received by MICT’s secretary prior to the vote at the Special Meeting.

Q.	*What should I do if I receive more than one set of voting materials?*

MICT stockholders may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your MICT shares.

Q.	*Who can help answer my questions?*

A.	If you have any questions about how to vote or direct a vote in respect of your MICT shares, you may contact:

Morrow Sodali LLP

470 West Avenue

Stamford, CT 06902

Tel: (800) 662-5200 or banks and brokers can call (203) 658-9400

Email: MICT.info@morrowsodali.com

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MICT

The following selected historical consolidated financial and other data should be read together with MICT’s audited consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MICT” herein. MICT’s consolidated financial statements, and the data derived therefrom, included in this proxy statement were prepared in accordance with U.S. GAAP and presented in U.S. dollars. MICT’s U.S. GAAP historical consolidated financial statements and information are not comparable to ParagonEx’s and Beijing Brookfield’s IFRS historical financial statements and information or the pro forma condensed combined financial information included in this proxy statement.

The consolidated statements of operations data for the years ended December 31, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2018 and 2017 are derived from MICT’s audited consolidated financial statements appearing elsewhere herein. The consolidated statements of operations data for the nine months ended September 30, 2019 and 2018 and the consolidated balance sheet data as of September 30, 2019 are derived from MICT’s unaudited interim condensed consolidated financial statements appearing elsewhere herein. Balance sheet data for the period ended September 30, 2018 has been derived from management accounting information. MICT’s unaudited interim condensed consolidated financial statements were prepared on a basis consistent with its audited consolidated financial statements and include, in management’s opinion, all adjustments, consisting only of normal recurring adjustments, that MICT considers necessary for a fair presentation of the financial information set forth in those statements. MICT’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year.

	As of December 31,
Balance Sheet Data (in thousands, other than number of shares)	2018		2017

Total assets	$	10,143	$	29,732
Total liabilities	$	9,139	$	23,758
Total equity	$	1,004	$	5,974
Share capital ^(a)	$	11,914	$	10,889
Number of ordinary shares		9,342,115		8,645,656

	As of September 30,
Balance Sheet Data (in thousands, other than number of shares)	2019		2018
Total assets	$	7,628	$	14,723
Total liabilities	$	4,687	$	9,813
Total equity	$	2,941	$	4,910
Share capital ^(a)	$	18,862	$	11,875
Number of ordinary shares		11,009,532		9,342,115

(a)

Comprised of common stock and additional paid in capital. September 30, 2019 amount also includes $2 of preferred stock.

	For the years ended December 31,
Statement of Income Data (in thousands, other than per share data)	2018			2017

Revenue	$	14,162		$	18,366
Net loss from continuing operations	$	(10,960	)	$	(5,060	)
Basic and diluted loss per common share from continuing operations	$	(0.81	)	$	(0.45	)

	For the nine months ended September 30,
Statement of Income Data (in thousands, other than per share data)	2019			2018
Revenue	$	477		$	12,897
Net loss from continuing operations	$	(3,778	)	$	(6,610	)
Basic and diluted loss per common share from continuing operations	$	(0.30	)	$	(0.54	)

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BEIJING BROOKFIELD

The following selected historical consolidated financial and other data, presented below in Chinese renminbi (“RMB”), should be read together with Beijing Brookfield’s consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Beijing Brookfield” appearing elsewhere herein. Beijing Brookfield’s consolidated financial statements, and the data derived therefrom, included in this proxy statement were prepared in accordance with IFRS as issued by the IASB. Beijing Brookfield’s IFRS historical financial statements and information are not comparable to MICT’s U.S. GAAP historical financial statements and information included in this proxy statement. Furthermore, because Beijing Brookfield’s consolidated financial statements and information are in RMB and not in U.S. dollars, they are not directly comparable to the other financial statements and financial information included in this proxy statement.

The consolidated income statement for the years ended December 31, 2018 and 2017 and the consolidated balance sheet data as of December 31, 2018 and 2017 are derived from Beijing Brookfield’s audited consolidated financial statements appearing elsewhere herein. The consolidated income statement data for the six months ended June 30, 2019 and 2018 and the consolidated balance sheet data as of June 30, 2019 are derived from Beijing Brookfield’s unaudited interim condensed consolidated financial statements appearing elsewhere herein. Balance sheet data as of June 30, 2018 has been derived from internal management accounting information. Beijing Brookfield’s unaudited condensed consolidated financial statements were prepared in accordance with IAS 34 Interim Financial Reporting and include, in management’s opinion, all adjustments, consisting only of normal recurring adjustments, that Beijing Brookfield considers necessary for a fair presentation of the financial information set forth in those statements. Beijing Brookfield’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for a full year.

	As of December 31,
Balance Sheet Data (in thousands)	2018			2017
Total assets	¥	107,731		¥	205,766
Total liabilities	¥	371,906		¥	423,820
Total equity	¥	(264,176	)	¥	(218,054	)
Share capital ^(b)	¥	234,931		¥	167,622

	As of June 30,
Balance Sheet Data (in thousands)	2019			2018
	(Unaudited)			(Unaudited)
Total assets	¥	72,508		¥	140,662
Total liabilities	¥	343,328		¥	436,792
Total equity	¥	(270,820	)	¥	(296,130	)
Share capital ^(b)	¥	234,931		¥	167,676

(b)

Comprised of common stock and additional paid – in capital

	For the years ended December 31,
Statement of Operations (in thousands)	2018			2017
Revenue	¥	42,560		¥	81,119
Net (loss) for the year	¥	(103,622	)	¥	(105,244	)

	For the six months ended June 30,
Statement of Operations (in thousands)	2019			2018
Revenue	¥	10,796		¥	24,287
Net (loss) for the period	¥	(6,644	)	¥	(84,081	)

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF PARAGONEX

The following selected historical consolidated financial data should be read together with ParagonEx’s consolidated financial statements and accompanying notes and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ParagonEx” appearing elsewhere herein. ParagonEx’s consolidated financial statements included in this proxy statement were prepared in accordance with IFRS as issued by the IASB and presented in U.S. dollars. ParagonEx’s historical consolidated financial statements are not comparable to the other financial statements and financial information included in this proxy statement.

The selected consolidated statement of comprehensive income data for the years ended December 31, 2018 and 2017 and the selected consolidated statement of financial position data as of December 31, 2018 and 2017 are derived from ParagonEx’s audited consolidated financial statements appearing elsewhere herein. The selected statement of comprehensive income data for the six months ended June 30, 2019 and 2018 and the selected statement of financial position data as of June 30, 2019 are derived from ParagonEx’s unaudited condensed consolidated financial statements appearing elsewhere herein, and the selected statement of financial position data as of June 30, 2018 has been derived from ParagonEx’s internal management accounting information.

ParagonEx’s financial data presented as of and for June 30, 2019 and 2018 were prepared on a basis consistent with its audited consolidated financial statements and include, in management’s opinion, all adjustments, consisting only of adoption of new accounting standards/interpretations and normal recurring adjustments, that ParagonEx considers necessary for a fair presentation of the financial information set forth in those statements included elsewhere in this proxy statement. ParagonEx’s historical results are not necessarily indicative of the results that may be expected in any future period, and interim financial results are not necessarily indicative of the results that may be expected for the full year. The profit per share data is calculated based on net profit divided by the number of ordinary shares outstanding during the period. The diluted profit per share data is calculated based on net profit divided by the number of ordinary shares outstanding during the period, adjusted for the dilutive impact of share options and warrants outstanding during the period.

	As of December 31,
Balance Sheet Data (in thousands, other than number of shares)	2018		2017

Total assets	$	47,301	$	39,479
Total liabilities	$	5,632	$	8,836
Total shareholders’ equity	$	41,669	$	30,643
Share capital ^(c)	$	4,505	$	4,505
Number of ordinary shares		44,132		44,047

	As of June 30,
Balance Sheet Data (in thousands, other than number of shares)	2019		2018

Total assets	$	57,463	$	43,719
Total liabilities	$	14,118	$	5,153
Total shareholders’ equity	$	43,345	$	38,566
Share capital ^(c)	$	4,505	$	4,505
Number of ordinary shares		44,292		44,132

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

ParagonEx and Beijing Brookfield are combining with GFH, a company with nominal assets and liabilities, via respective Share Exchange Agreements, which will be followed by the merger of GFH into a subsidiary of MICT pursuant to an Agreement and Plan of Merger, whereby ParagonEx and Beijing Brookfield become indirect subsidiaries of MICT. The agreements described above are conditioned on all of the Transactions occurring and provide for an unwinding of any closed Transactions, if they do not all close.

The unaudited pro forma condensed combined balance sheet as of September 30, 2019 and the unaudited pro forma condensed combined statements of income for the nine months ended September 30, 2019 and for the year ended December 31, 2018 combine the financial statements of ParagonEx, Beijing Brookfield and MICT, giving effect to the Transactions described in the agreements, as if they had occurred on January 1, 2018 in respect of the unaudited pro forma condensed combined statements of operations and on September 30, 2019 in respect of the unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial information should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial information and:

ParagonEx’s consolidated financial statements as well as the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations of ParagonEx” contained elsewhere herein;

Beijing Brookfield’s consolidated financial statements, as well as the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations of Beijing Brookfield” contained elsewhere herein;

MICT’s consolidated financial statements, as well as the related “Management’s Discussion and Analysis of Financial Condition and Results of Operations of MICT” contained elsewhere herein; and

the other information contained in or incorporated by reference into this proxy statement.

The consolidated financial statements of ParagonEx and Beijing Brookfield were prepared in accordance with IFRS as issued by the IASB. The consolidated financial statements of MICT were prepared in accordance with U.S. GAAP. The unaudited pro forma condensed combined financial information includes adjustments to convert the financial information of ParagonEx and Beijing Brookfield to U.S. GAAP, from IFRS as issued by the IASB, as well as reclassifications to conform each entity’s historical accounting presentation to ParagonEx’s accounting presentation.

In addition, the consolidated financial statements of ParagonEx and MICT are presented in U.S. dollars (“USD”) whereas, the consolidated financial statements of Beijing Brookfield are presented in RMB. Therefore, the unaudited pro forma condensed combined financial information includes adjustments to convert Beijing Brookfield’s financial information from RMB to USD.

It should be noted that MICT’s balance sheet is as of September 30, 2019, while its unaudited interim statement of income is for the nine months ended September 30, 2019. For the ParagonEx and Beijing Brookfield foreign entities, despite the labeling, the balance sheets are as of June 30, 2019, while the interim statements of income are for the nine months ended June 30, 2019 (six months ended June 30, 2019, plus the three months ended December 31, 2018. The pro forma preparation guidance permits the use of financial statements in which the reporting periods are within 93 days of one another.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with Accounting Standards Codification 805 - Business Combinations (“ASC 805”), which requires that one company is designated as the acquirer for accounting purposes. It has been determined that ParagonEx is the accounting acquirer. Accordingly, the assets acquired and liabilities assumed of Beijing Brookfield are recorded based on preliminary estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. The MICT transaction represents a recapitalization of ParagonEx in conjunction with the purchase of MICT’s equity method investment.

The final purchase consideration and the allocation of the purchase consideration may materially differ from that reflected in the unaudited pro forma condensed combined financial information after final valuation procedures are performed and amounts are finalized following the completion of the acquisition.

The unaudited pro forma adjustments give effect to events that are directly attributable to the Transactions and are based on available data and certain assumptions that management believes are factually supportable. In addition, with respect to the unaudited pro forma condensed combined statement of operations, the unaudited pro forma adjustments are expected to have a continuing impact on the combined results.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and to aid you in your analysis of the financial aspects of the Transactions described in the Agreements. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of ParagonEx, Beijing Brookfield and MICT and the related notes included elsewhere in this proxy statement. The unaudited pro forma condensed combined financial information has been conformed to ParagonEx’s accounting policies based on due diligence inquiries with the management of each entity. Further review may identify additional differences between the accounting policies of ParagonEx, Beijing Brookfield and MICT. The unaudited pro forma adjustments and the unaudited pro forma condensed combined financial information do not reflect the impact of synergies or post-transaction management actions and are not necessarily indicative of the financial position or results of operations that may have actually occurred had the Transactions taken place on the dates noted, or of MICT’s future financial position or operating results.

MICT, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

September 30, 2019

(USD 000’s except for shares and per share amounts)

										Pro Forma Adjustments
	ParagonEx			Beijing Brookfield			MICT			GFH		ParagonEx			Beijing Brookfield			MICT			Additional Merger Expenses			Pro Forma Combined
	Note A			Note B			Note C			Note D		Note E			Note F			Note G			Note H
Assets
Current assets:
Cash and cash equivalents	$	6,426		$	1,356		$	5,767		$	8,308	$	(16,426	)	$	-		$	22,069		$	-		$	27,500
Trade and other accounts receivable, net		20,471			776			110			-		-			-			-			-			21,357
Inventories		-			188			-			-		-			-			-			-			188
Loan receivable		-			-			190			-		-			-			-			-			190
Other current assets		1,281			2,080			-			-		-			-			-			-			3,361

Total current assets		28,178			4,400			6,067			8,308		(16,426	)		-			22,069			-			52,596

Non-current assets:
Property and equipment		2,772			248			26			-		-			-			-			-			3,046
Right-of-use assets		4,969			-			-			-		-			-			-			-			4,969
Long term receivable		7,921			-			-			-		-			-			-			-			7,921
Goodwill		2,138			-			-			-		-			37,291			-			-			39,429
Intangible assets		9,936			335			-			-		-			6,259			-			-			16,530
Restricted cash		-			-			477			-		-			-			-			-			477
Long term deposits		887			-			-			-		-			-			-			-			887
Other investments		-			2,913			-			-		-			-			-			-			2,913
Investments in associates		-			2,548			1,058			-		-			-			-			-			3,606
Deferred tax assets		662			52			-			-		-			-			-			-			714
Other non-current assets		-			64			-			-		-			-			-			-			64
Total non current assets		29,285			6,160			1,561			-		-			43,550			-			-			80,556

Total assets	$	57,463		$	10,560		$	7,628		$	8,308	$	(16,426	)	$	43,550		$	22,069		$	-		$	133,152

Liabilities and shareholders’ equity

Current liabilities:
Trade and other accounts payable	$	4,811		$	30,909		$	269		$	-	$	-		$	-		$	331		$	3,635		$	39,955
Current income tax liabilities		113			-			-			-		-			-			-			-			113
Borrowings - current portion		-			-			2,057			-		-			-			(2,057	)		-			-
Total current liabilities		4,924			30,909			2,326			-		-			-			(1,726	)		3,635			40,068

Non current liabilities:
Borrowings - non-current portion		-			18,057			1,834			-		-			(18,057	)		5,544			-			7,378
Long-term escrow		-			-			477			-		-			-			-			-			477
Accrued severance pay, net		-			-			50			-		-			-			-			-			50
Employee benefit obligation		574			-			-			-		-			-			-			-			574
Deferred tax liability		-			-			-			-		-			1,725			-			-			1,725
Other non-current liabilities		3,213			1,041			-			-		-			-			-			-			4,254
Lease liabilities - non-current		5,407			-			-			-		-			-			-			-			5,407
Total non current liabilities		9,194			19,098			2,361			-		-			(16,332	)		5,544			-			19,865
Total liabilities		14,118			50,007			4,687			-		-			(16,332	)		3,818			3,635			59,933

Shareholders’ equity:
Convertible preferred stock		-			-			2			-		-			-			(2	)		-			-
Common stock		-			15,945			11			10		75			(15,931	)		25			-			135
Additional paid in capital		5,595			19,688			18,849			8,298		(75	)		733			2,307			(3,635	)		51,760
Other reserves		121			188			-			-		-			(188	)		-			-			121
Retained earnings (accumulated deficit)		37,256			(94,177	)		(15,979	)		-		(16,426	)		94,177			15,979			-			20,830
Accumulated other comprehensive income		405			19,351			58			-		-			(19,351	)		(58	)		-			405
Treasury shares		(32	)		-			-			-		-			-			-			-			(32	)
Noncontrolling interest		-			(442	)		-			-		-			442			-			-			-
Total shareholders’ equity (deficit)		43,345			(39,447	)		2,941			8,308		(16,426	)		59,882			18,251			(3,635	)		73,219
Total liabilities and shareholders’ equity	$	57,463		$	10,560		$	7,628		$	8,308	$	(16,426	)	$	43,550		$	22,069		$	-		$	133,152

See notes to the unaudited pro forma condensed combined financial information

MICT, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Nine Months Ended September 30, 2019

(USD 000’s except for shares and per share amounts)

										Pro Forma Adjustments
	ParagonEx			Beijing Brookfield			MICT			GFH		ParagonEx		Beijing Brookfield			MICT			Eliminate Merger Expenses		Pro Forma Combined
	Note A			Note B			Note C			Note D		Note E		Note F			Note G			Note H		Note I

Revenue	$	32,722		$	3,406		$	477		$	-	$	-	$	-		$	-		$	-	$	36,605
Cost of revenues		-			(354	)		(846	)		-		-		-			-			-		(1,200	)
Impairment loss		-			(5,780	)		-			-		-		-			-			-		(5,780	)
Bad debt expense		-			(11,122	)		-			-		-		-			-			-		(11,122	)
Operating expenses		(27,051	)		(4,244	)		(2,640	)		-		-		(754	)		-			39		(34,650	)
Net operating profit (loss)		5,671			(18,094	)		(3,009	)		-		-		(754	)		-			39		(16,147	)

Finance costs		(197	)		118			(292	)		-		-		65			(52	)		-		(358	)
Share of results of associates		-			64			(771	)		-		-		-			-			-		(707	)
Net foreign exchange gains/(losses)		(945	)		(10	)		-			-		-		-			-			-		(955	)
Other gain and loss		-			966			299			-		-		-			-			-		1,265
Profit (loss) before income tax		4,529			(16,956	)		(3,773	)		-		-		(689	)		(52	)		39		(16,902	)
Income tax (provision) benefit		(434	)		(6	)		(5	)		-		-		197			-			-		(248	)
Net income (loss) from continuing operations	$	4,095		$	(16,962	)	$	(3,778	)	$	-	$	-	$	(492	)	$	(52	)	$	39	$	(17,150	)

Earnings (loss) per share
from continuing operations
Basic	$	92.45					$	(0.30	)													$	(0.13	)
Diluted	$	87.93					$	(0.30	)													$	(0.13	)

Number of common shares outstanding
Basic		44,292									9,773,426		75,088,212		14,492,578			35,340,014					134,738,522
Diluted		46,571									9,773,426		75,085,933		14,492,578			35,340,014					134,738,522

See notes to the unaudited pro forma condensed combined financial information

MICT, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

For the Year Ended December 31, 2018

(USD 000’s except for shares and per share amounts)

										Pro Forma Adjustments
	ParagonEx			Beijing Brookfield			MICT			GFH		ParagonEx		Beijing Brookfield			MICT		Pro Forma Combined
	Note A			Note B			Note C			Note D		Note E		Note F			Note G		Note H

Revenue	$	53,083		$	6,443		$	14,162		$	-	$	-	$	-		$	-	$	73,688
Cost of revenues		-			(4,394	)		(10,652	)		-		-		-			-		(15,046	)
Impairment loss		-			(1,805	)		-			-		-		-			-		(1,805	)
Bad debt expense		-			(11,498	)		-			-		-		-			-		(11,498	)
Operating expenses		(40,076	)		(7,456	)		(12,597	)		-		-		(1,004	)		-		(61,133	)
Net operating profit (loss)		13,007			(18,710	)		(9,087	)		-		-		(1,004	)		-		(15,794	)

Finance costs		(656	)		(157	)		(1,267	)		-		-		90			786		(1,204	)
Share of results of associates		-			26			-			-		-		-			-		26
Net foreign exchange gains/(losses)		(458	)		-			-			-		-		-			-		(458	)
Other gain and loss		-			3,158			-			-		-		-			-		3,158
Profit (loss) before income tax		11,893			(15,683	)		(10,354	)		-		-		(914	)		786		(14,272	)
Income (provision) tax benefit		(608	)		(7	)		(606	)		-		-		263			-		(958	)
Net income (loss) from continuing operations	$	11,285		$	(15,690	)	$	(10,960	)	$	-	$	-	$	(651	)	$	786	$	(15,230	)

Earnings (loss) per share
from continuing operations
Basic	$	255.71					$	(0.81	)										$	(0.11	)
Diluted	$	242.32					$	(0.81	)										$	(0.11	)

Number of common shares outstanding
Basic		44,132									9,773,426		75,088,372		14,492,578			35,340,014		134,738,522
Diluted		46,571									9,773,426		75,085,933		14,492,578			35,340,014		134,738,522

See notes to the unaudited pro forma condensed combined financial information

MICT Inc.

Notes to Unaudited Pro Forma Condensed Combined Financial Information

(USD in 000’s except for per share amounts)

Basis of Presentation

The unaudited pro forma condensed combined financial information set forth herein is based upon the consolidated financial statements of ParagonEx, Beijing Brookfield and MICT. The unaudited pro forma condensed combined financial information is presented as if the Transactions had been completed on January 1, 2018 with respect to the unaudited pro forma condensed combined statements of operations for each of the nine months ended September 30, 2019 and for the year ended December 31, 2018 and on September 30, 2019 in respect of the unaudited pro forma condensed combined balance sheet.

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations had the Transactions occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that the combined company will experience after the completion of the Transactions.

The unaudited pro forma condensed combined financial information has been prepared using the acquisition method of accounting in accordance with ASC 805, which requires that one company is designated as the acquirer for accounting purposes. It has been determined that ParagonEx is the accounting acquirer. Accordingly, the assets acquired and liabilities assumed of Beijing Brookfield are recorded based on preliminary estimates of fair value. Any excess of the purchase price over the fair value of identified assets acquired and liabilities assumed is recognized as goodwill. The MICT transaction represents a recapitalization of ParagonEx in conjunction with the purchase of MICT’s equity method investment.

MICT’s consolidated financial information was prepared in accordance with U.S. GAAP and is presented in USD. Any entity historically presented otherwise has been converted for the purpose of this unaudited pro forma condensed consolidated financial information.

Pro forma adjustments reflected in the unaudited pro forma condensed combined balance sheet are based on items that are factually supportable and directly attributable to the Transactions. Pro forma adjustments reflected in the pro forma condensed combined statements of operations are based on items that are factually supportable, directly attributable to the Transactions and expected to have a continuing impact on the combined results. The unaudited pro forma condensed combined financial information does not reflect the cost of any integration activities or benefits from the Transactions, including potential synergies that may be generated in future periods.

All Monetary Amounts Other Than Per Share Information Are Presented in 000’s Unless Otherwise Indicated

Pro Forma Adjustments

The following pro forma adjustments give effect to the Transactions.

Unaudited Pro Forma Condensed Combined Balance Sheet – As of September 30, 2019

Note A

Derived from the unaudited condensed consolidated financial statements of ParagonEx as of June 30, 2019, prepared in accordance with IFRS-IASB and adjusted to conform with U.S. GAAP, and included elsewhere in this proxy statement. The tables below provide a reconciliation between the historical financial statements and the unaudited pro forma condensed combined financial information and presents a reconciliation between the impacted line items within the historical financial statements and the unaudited pro forma condensed combined financial information, showing a condensed presentation, respectively.

	ParagonEx (IFRS) ($000)			GAAP Adjustments			ParagonEx (U.S. GAAP) ($000)
Assets
Current assets:
Cash and cash equivalents	$	6,426			-		$	6,426
Trade and other receivables		20,471			-			20,471
Other current assets		1,281			-			1,281

Total current assets		28,178			-			28,178

Non-current assets:
Property and equipment		2,772			-			2,772
Right-of-use assets		4,627			342	(a)		4,969
Long term receivable		7,921			-			7,921
Goodwill		2,138			-			2,138
Intangible assets		9,936			-			9,936
Long term deposits		887			-			887
Deferred tax assets		662			-			662
								-
Total non-current assets		28,943			342			29,285

Total assets	$	57,121			342		$	57,463

Liabilities and shareholders’ equity

Current liabilities:
Trade and other accounts payable	$	4,811			-		$	4,811
Current income tax liabilities		113			-			113

Total current liabilities		4,924			-			4,924

Non-current liabilities:
Employee benefit obligation		574			-			574
Other non-current liabilities		3,213			-			3,213
Lease liabilities - non-current		5,181			226	(a)		5,407

Total non-current liabilities		8,968			226			9,194

Total liabilities		13,892			226			14,118

Shareholders’ equity:
Common stock		-			-			-
Additional paid in capital		5,595			-			5,595
Other reserves		121			-			121
Retained earnings		37,023			233	(a)(b)		37,256
Accumulated other comprehensive loss		522			(117	)(a)(b)		405
Treasury shares		(32	)		-			(32	)

Total shareholders’ equity		43,229			116			43,345

Total liabilities and shareholders’ equity	$	57,121			342		$	57,463

a)	The Company recorded an increase of $342, $226, $61 and $55 of right-of-use assets, lease liabilities, retained earnings and accumulated other comprehensive loss, respectively, due to the classification of certain leases as operating leases under U.S. GAAP.

b)	The Company reclassified $172 of accumulated other comprehensive income previously charged to retained earnings, in order to report it separately from retained earnings as required by U.S. GAAP.

Note B

Derived from the unaudited interim condensed consolidated financial statements of Beijing Brookfield as of June 30, 2019, included elsewhere in this proxy statement/prospectus, and translated from RMB to USD. The indicated exchange rate used to translate RMB to USD at June 30, 2019 was the rate of 0.1457 as set out in the table below.

RMB to USD Translation:

						Beijing			PERIOD END
	Beijing					Brookfield			EXCHANGE	Beijing
	Brookfield			GAAP		(U.S. GAAP)			RATE	Brookfield
	(¥000)			Adjustments		($000)			0.1457	($000)
Assets
Current assets:
Cash and cash equivalents	¥	9,308			-	¥	9,308			$	1,356
Trade and other receivables		5,331			-		5,331				776
Inventories		1,292			-		1,292				188
Other current assets		14,282			-		14,282				2,080
Total current assets		30,213			-		30,213				4,400
Non-current assets:
Property and equipment		1,705			-		1,705				248
Intangible assets		2,301			-		2,301				335
Other investments		20,000			-		20,000				2,913
Investment in associates		17,493			-		17,493				2,548
Deferred tax asset		358			-		358				52
Other non-current assets		438			-		438				64
Total non-current assets		42,295			-		42,295				6,160
Total assets	¥	72,508			-	¥	72,508			$	10,560
Liabilities and shareholders’ equity

Current liabilities:
Trade and other accounts payable	¥	212,208			-	¥	212,208			$	30,909
Total current liabilities		212,208			-		212,208				30,909
Non-current liabilities:
Borrowings non-current		123,974			-		123,974				18,057
Other non-current liabilities		7,146			-		7,146				1,041
Total non-current liabilities		131,120			-		131,120				19,098
Total liabilities		343,328			-		343,328				50,007
Shareholders’ equity:
Common stock		101,128			-		101,128		(a)		15,945
Additional paid in capital		133,803			-		133,803		(a)		19,688
Other reserves		1,256			-		1,256		(a)		188
Accumulated deficit		(504,049	)		-		(504,049	)	(a)		(94,177	)
Accumulated other comprehensive income		-			-		-		(a)		19,351
Non-controlling interests		(2,958	)		-		(2,958	)	(a)		(442	)
Total shareholders’ equity		(270,820	)		-		(270,820	)			(39,447	)
Total liabilities and shareholders’ equity	¥	72,508			-	¥	72,508			$	10,560

a)	Not based on the above stated exchange rate, equity accounts are recorded at historical exchange rates.

Note C

Derived from the unaudited interim condensed consolidated financial statements of MICT, Inc. as of September 30, 2019.

Pro Forma Adjustments:

Note D

To record the exchange of the pre-combination shares outstanding associated with the parent of GFH into 9,003,426 shares of MICT common stock and the issuance of 770,000 shares of MICT common stock to an entity that facilitated the issuance of the pre-combination shares outstanding. Also to record, the contribution of $8,308 of cash from the parent of GFH, in order to meet the $27,500 minimum cash requirement associated with the transaction.

Note E

To record the exchange of all ParagonEx outstanding shares for (a) a $10,000 cash dividend payment to the ParagonEx shareholders; plus (b) 75,132,504 shares of MICT, which were valued at $1.41 per share or $105,937, pursuant to the Agreements. Because ParagonEx is deemed to be the accounting acquirer, there is no acquisition accounting for ParagonEx. Also, to record a $6,426 cash dividend payment to the ParagonEx shareholders, representing ParagonEx’s June 30, 2019 cash balance of $6,426, as permitted in accordance with the Agreements.

Note F

To record the exchange of all Beijing Brookfield outstanding shares for 14,492,578 shares of MICT common stock, $0.001 par value, which were valued at $1.41 per share or $20,435, pursuant to the Agreements. The elimination of Beijing Brookfield’s historical equity balances resulted in decreases of $15,945 of common stock, $19,688 of additional paid in capital, $188 of other reserves, $19,351 of accumulated other comprehensive income, decreases of accumulated deficit of $94,177 offset by increases of noncontrolling interest of $442. The adjustments also reflect the fact that $18,057 of Beijing Brookfield’s non-current borrowings from its Parent will not be assumed by the go forward entities. The following table summarizes the pro forma adjustments to the equity accounts.

	Common Stock			Additional Paid in Capital			Other Reserves			Accumulated Deficit		Accumulated Other Comprehensive Income			Noncontrolling Interest		Total
Elimination of historical equity balances	$	(15,945	)	$	(19,688	)	$	(188	)	$	94,177	$	(19,351	)	$	442	$	39,447
Exchange of all Beijing Brookfield outstanding shares for 14,492,578 shares of MICT common stock		14			20,421			-			-		-			-		20,435
Total pro forma shareholders' equity adjustments	$	(15,931	)	$	733		$	(188	)	$	94,177	$	(19,351	)	$	442	$	59,882

The following table summarizes the allocation of the preliminary purchase price as of the acquisition date.

Beijing Brookfield Purchase Price Allocation

(000’s) USD

Total share consideration		20,435
Other non-current liabilities		1,041
Total Purchase Consideration	$	21,476

Less:

Net working capital	$	(26,509	)
Property and equipment		248
Other investments		2,913
Investments in associates		2,548
Other non-current assets		64
Trade name/ trademarks (1)		2,553
Developed technology (1)		4,041
Deferred tax asset		52
Deferred tax liability (2)		(1,725	)
Fair value of net assets acquired	$	(15,815	)

Goodwill value	$	37,291

(1)

The trade name/trademarks and developed technology are currently presumed to have an estimated useful life of ten and five years, respectively.

(2)

Represents the income tax effect of the $6,594 difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 26.2%.

Note G

To give effect to the reverse recapitalization of ParagonEx, whereby MICT’s shareholders will retain 11,089,532 shares of MICT common stock and MICT’s preferred stock will automatically convert into 4,772,726 shares of MICT common stock, all pursuant to the Agreements, and the elimination of MICT’s historical equity balances. During December 2019, MICT issued 80,000 shares of common stock to directors and employees. The adjustments also reflect the fact that MICT paid off $2,057 of current borrowings with cash subsequent to September 30, 2019. Also, MICT will assume $7,379 of non-current borrowings and $331 of related accrued interest. In addition, MICT will issue $24,900 of convertible notes pursuant to the Agreements and along with the conversion of $1,834 of carrying value of non-current borrowings held by Beijing Brookfield, will automatically convert into 19,477,756 shares of MICT common stock upon the closing of all of the Transactions. Also, the adjustments reflect the acquisition date Golden Parachute compensation payable to MICT’s Chief Executive Officer. Finally, MICT will issue option awards for directors, management and employees to purchase an aggregate of 1,200,000 shares of MICT common stock at an exercise price of $1.41 per share with an expiration of 15 months following the closing of the Transactions. The following table summarizes the pro forma adjustments to the equity accounts.

	Convertible Preferred Stock			Common Stock		Additional Paid in Capital			Accumulated Deficit		Accumulated Other Comprehensive Income			Total
Close down accumulated deficit and accumulated other comprehensive income to additional paid in capital	$	-		$	-	$	(15,921	)	$	15,979	$	(58	)	$	-
MICT’s payment of $774 of Golden Parachute compensation payable to MICT's Chief Executive Officer at the closing of the transaction		-			-		(774	)		-		-			(774	)
Conversion of MICT's preferred stock into 4,772,726 shares of MICT common stock		(2	)		5		(3	)		-		-			-
MICT will issue $24,900 of convertible notes pursuant to the Agreements which will automatically convert into 17,659,575 shares of MICT common stock at the closing of the transaction		-			18		24,882			-		-			24,900
Conversion of $1,834 of carrying value of non- current borrowings held by Beijing Brookfield’s parent which will automatically convert into 1,818,181 shares of MICT common stock at the closing of the transaction		-			2		1,832			-		-			1,834
MICT's assumption of $7,379 of non-current borrowings and $331 of related accrued interest		-			-		(7,709	)		-		-			(7,709	)
Total pro forma shareholders' equity adjustments	$	(2	)	$	25	$	2,307		$	15,979	$	(58	)	$	18,251

Note H

To recognize the impact of estimated merger expenses of $3,635 incurred by entities other than the accounting acquirer, subsequent to the respective balance sheet dates and through the closing date of the Transactions.

Unaudited Pro Forma Condensed Combined Statement of Operations - For The Nine Months Ended September 30, 2019

Note A

Derived from the unaudited condensed consolidated financial statements of ParagonEx for the six months ended June 30, 2019 prepared in accordance with IFRS and adjusted to conform with U.S. GAAP and included elsewhere in this proxy statement, plus the results for the three months ended December 31, 2018. The tables below provides a reconciliation between the historical financial statements for the nine months ended June 30, 2018 and the unaudited pro forma condensed combined financial information.

	Three Months			Six Months			Nine Months						Nine Months
	Ended			Ended			Ended						Ended
	December 31, 2018			June 30, 2019			June 30, 2019						June 30, 2019
	ParagonEx			ParagonEx			ParagonEx						ParagonEx
	(IFRS)			(IFRS)			(IFRS)			GAAP			(U.S. GAAP)
	($000)			($000)			($000)			Adjustments			($000)
Revenue
Revenues	$	11,902		$	20,820		$	32,722			-		$	32,722
Cost of revenues		-			-			-			-			-
Operating expenses		(8,578	)		(18,398	)		(26,976	)		(75	)		(27,051	)
Net operating profit		3,324			2,422			5,746			(75	)		5,671

Finance costs		(58	)		(275	)		(333	)		136			(197	)
Net foreign exchange loss		(414	)		(531	)		(945	)		-			(945	)
Profit before income tax		2,852			1,616			4,468			61			4,529
Income tax provision		(51	)		(383	)		(434	)		-			(434	)
Net income from continuing operations	$	2,801		$	1,233		$	4,034		$	61		$	4,095

The Company recorded an increase of $75 of operating expenses and a reduction of $136 of finance costs related to depreciation, interest and rent expense adjustments due to the reclassification of certain leases from financing to operating leases under U.S. GAAP.

Note B

Derived from the unaudited interim condensed consolidated financial statements of Beijing Brookfield for the six months ended June 30, 2019, prepared in accordance with IFRS and adjusted to conform with U.S. GAAP, and included elsewhere in this proxy statement, plus the results for the three months ended December 31, 2018. The average exchange rate used to translate RMB to USD for the nine months ended June 30, 2019 was the rate of 0.1464 as set out in the table below.

RMB to USD Translation:

	Three Months			Six Months			Nine Months						Nine Months				Nine Months
	Ended			Ended			Ended						Ended				Ended
	December 31,			June 30,			June 30,						June 30,				June 30,
	2018			2019			2019						2019			AVERAGE	2019
	Beijing			Beijing			Beijing									EXCHANGE	Beijing
	Brookfield			Brookfield			Brookfield			GAAP			U.S. GAAP			RATE	Brookfield
	(¥000)			(¥000)			(¥000)			Adjustments			(¥000)			0.1464	($000)

Revenue
Revenues	¥	12,465		¥	10,796		¥	23,261		¥	-		¥	23,261			$	3,406
Cost of revenues		(115	)		(2,301	)		(2,416	)		-			(2,416	)			(354	)
Impairment loss		-			-			-			(39,466	)(a)		(39,466	)			(5,780	)
Bad debt expense		-			-			-			(75,948	)(a)		(75,948	)			(11,122	)
Operating expenses		(8,912	)		(20,068	)		(28,980	)		-			(28,980	)			(4,244	)
Net operating loss		3,438			(11,573	)		(8,135	)		(115,414	)		(123,549	)			(18,094	)
														-
Impairment loss		(39,464	)		-			(39,466	)		39,466	(a)		-				-
Bad debt expense		(75,946	)		(2	)		(75,948	)		75,948	(a)		-				-
Share of results of associates		1,231			(794	)		437			-			437				64
Finance costs		1,112			(304	)		808			-			808				118
Net foreign exchange loss		(65	)		-			(65	)		-			(65	)			(10	)
Other gain		827			5,769			6,596			-			6,596				966
Loss before income tax		(108,869	)		(6,904	)		(115,773	)		-			(115,773	)			(16,956	)
Income tax benefit (provision)		(303	)		260			(43	)		-			(43	)			(6	)
Net loss from continuing operations	¥	(109,172	)	¥	(6,644	)	¥	(115,816	)	¥	-		¥	(115,816	)		$	(16,962	)

(a)	The company reclassified ¥39,466 and ¥75,948 of impairment loss and bad debt expense, respectively, into net operating loss.

Note C

Derived from the unaudited condensed consolidated financial statements of MICT for the nine months ended September 30, 2019.

Pro Forma Adjustments:

Note D

No adjustments.

Note E

No adjustments.

Note F

To record $798 of amortization of the fair value of internally developed software with a useful life of 5 years plus tradenames and trademarks with a useful life of 10 years and the corresponding deferred tax benefit of $197. Also, to eliminate the historical interest expense associated with the pay-off of the $18,057 of non-current borrowings and to eliminate the historical intangible asset amortization of $44.

Note G

To record $344 of interest expense related to MICT’s assumed $7,379 of non-current borrowings. Also, to eliminate the $292 of historical interest expense associated with the pay-off of the $2,057 of current borrowings and the conversion of the $1,834 of non-current borrowings into MICT common stock that are not being assumed by the go forward entity.

Note H

To remove the effect of one-time merger expenses incurred by entities that are not the accounting acquirer totaling $39 related to the Transactions.

Note I

The post transaction final capitalization is described in detail in the table below:

Shareholder Group	Share Quantity		Percentage
ParagonEx		75,132,504		55.8	%
Beijing Brookfield		14,492,578		10.8	%
MICT		15,862,258		11.8	%
GFH Investors		9,773,426		7.3	%
MICT New Investors		19,477,756		14.5	%
Total		134,738,522		100.0	%

The table above does not include 6,666,667 shares of common stock issuable pursuant to a new executive option scheme or 2,063,558 shares of common stock issuable to new joint venture participants. Potentially dilutive securities were not included in the diluted shares outstanding because their inclusion would have been anti-dilutive.

Unaudited Pro Forma Condensed Combined Statement of Operations - For the Year Ended December 31, 2018

Note A

Derived from the audited financial statements of ParagonEx for the year ended December 31, 2018 included elsewhere in this proxy statement, prepared in accordance with IFRS and adjusted to conform with U.S. GAAP. There were no identified U.S. GAAP adjustments.

Note B

Derived from the audited financial statements of Beijing Brookfield for the year ended December 31, 2018 included elsewhere in this proxy statement, prepared in accordance with IFRS and adjusted to conform with U.S. GAAP and translated from RMB to USD. There were no identified U.S. GAAP adjustments. The average exchange rate used to translate RMB to USD for the year ended December 31, 2018 was the rate of 0.1514 as set out in the table below.

	Beijing Brookfield			GAAP			Beijing Brookfield (U.S. GAAP)			AVERAGE EXCHANGE RATE	Beijing Brookfield
	(¥000)			Adjustments			(¥000)			0.1514	($000)
Revenue
Revenues	¥	42,560		¥	-		¥	42,560			$	6,443
Cost of revenues		(29,023	)		-			(29,023	)			(4,394	)
Impairment loss		-			(11,921	)(a)		(11,921	)			(1,805	)
Bad debt expense		-			(75,948	)(a)		(75,948	)			(11,498	)
Operating expenses		(49,244	)		-			(49,244	)			(7,456	)
Net operating loss		(35,707	)		(87,869	)		(123,576	)			(18,710	)
								-
Impairment loss		(11,921	)		11,921	(a)		-				-
Bad debt expense		(75,948	)		75,948	(a)		-				-
Share of results of associates		172			-			172				26
Finance costs		(1,036	)		-			(1,036	)			(157	)
Other gain		20,861			-			20,861				3,158
Loss before income tax		(103,579	)		-			(103,579	)			(15,683	)
Income tax provision		(43	)		-			(43	)			(7	)
Net loss from continuing operations	¥	(103,622	)	¥	-		¥	(103,622	)		$	(15,690	)

(a)

The company reclassified ¥11,921 and ¥75,948 of impairment loss and bad debt expense, respectively, into net operating loss.

Note C

Derived from the audited financial statements of MICT for the year ended December 31, 2018.

Pro Forma Adjustments:

Note D

No adjustments.

Note E

No adjustments.

Note F

To record $1,063 of amortization of the fair value of internally developed software with a useful life of 5 years plus the trade names and trademarks with a useful life of 10 years, and the corresponding $263 deferred tax benefit. Also, to eliminate the $90 of interest expense associated with the pay-off of $18,057 of non-current borrowings and to eliminate the historical intangible asset amortization of $59.

	Note G	To record $481 of interest expense related to MICT’s assumed $7,379 of non-current borrowings. Also, to eliminate the $1,267 of historical interest expense associated with the pay-off of the $2,057 of current borrowings and the conversion of the $1,834 of non-current borrowings into MICT common stock that are not being assumed by the go forward entity.

	Note H	The post transaction final capitalization is described in detail in the table below:

Shareholder Group	Share Quantity		Percentage
ParagonEx		75,132,504		55.8	%
Beijing Brookfield		14,492,578		10.8	%
MICT		15,862,258		11.8	%
GFH Investors		9,773,426		7.3	%
MICT New Investors		19,477,756		14.5	%
Total		134,738,522		100.0	%

The table above does not include 6,666,667 shares of common stock issuable pursuant to a new executive option scheme or 2,063,558 shares of common stock issuable to new joint venture participants. Potentially dilutive securities were not included the diluted shares outstanding because their inclusion would have been anti-dilutive.

MARKET PRICE AND DIVIDEND INFORMATION

MICT

Market Price of MICT Common Stock

MICT’s Common Stock is traded on Nasdaq under the symbol “MICT.” It is intended that, following the closing of the Merger, MICT’s Common Stock will be traded on Nasdaq under the symbol “MICT.”

On December 31, 2019, 5,948,225 unregistered warrants to purchase MICT’s Common Stock were outstanding. On December 31, 2019, MICT Common Stock had a closing price of $0.89.

Holders of MICT Common Stock should obtain current market quotations for their securities. The market price of MICT Common Stock could vary at any time before the Merger.

Holders

As of the Record Date, there were ______ holders of record of MICT’s Common Stock.

GFH

GFH is a BVI business company formed under the laws of the British Virgin Islands for purposes of consummating the Merger. GFH has no trading history.

Dividends

MICT has not paid any cash dividends on its shares in 2018 and 2017. The payment of cash dividends in the future will be dependent upon its revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of a business combination. As described below, the payment of any cash dividends subsequent to completion of the Merger, will be within the discretion of the MICT Board at such time (subject to BNN and ParagonEx’s prior written consent). In addition, the MICT Board is not currently contemplating and does not anticipate declaring any share dividends in the foreseeable future. Further, if MICT incurs any indebtedness, its ability to declare dividends may be limited.

You should carefully consider all the following risk factors, together with all of the other information included or incorporated by reference in this proxy statement, including the financial information, before deciding whether or how to vote or instruct your vote to be cast to approve the Proposals described in this proxy statement.

The value of your investment following consummation of the Merger will be subject to significant risks affecting, among other things, the combined entity’s business, financial condition or results of operations. If any of the events described below occur, the combined entity’s business and financial results could be adversely affected in material respects. This could result in a decline, which may be significant, in the trading price of the Common Stock and you therefore may lose all or part of your investment. The risk factors described below are not necessarily exhaustive and you are encouraged to perform your own investigation with respect to the businesses of MICT and GFH.

The combined entity may be unable to successfully execute its growth strategy.

One of the combined entity’s strategies is to pursue organic growth by increasing product offerings, expanding into new verticals and new markets such as China. The combined entity also intends to continue to expand and upgrade the reliability and scalability of the PaaS offering and other aspects of its proprietary technology. The combined entity may not be able to successfully execute all or any of these initiatives, and the results may vary from the expectations of the combined entity or others. Further, even if these initiatives are successful, the combined entity may not be able to expand and upgrade its technology systems and infrastructure to accommodate increases in the business activity in a timely manner, which could lead to operational breakdowns and delays, loss of customers, a reduction in the growth of its customer base, increased operating expenses, financial losses, increased litigation or customer claims, regulatory sanctions or increased regulatory scrutiny. In addition, the combined entity will need to continue to attract, hire and retain highly skilled and motivated executives and employees to both execute the growth strategy and to manage the resulting growth effectively.

The combined entity may be unable to integrate the businesses of ParagonEx and Beijing Brookfield successfully.

ParagonEx and Beijing Brookfield are independent companies that have never operated as a combined entity before. Until now, each of ParagonEx and Beijing Brookfield has pursued its own separate businesses in different geographic locations. Upon consummation of the Merger, the combined entity will need to integrate the operations of these two companies that currently operate in different industries and geographic locations into a single operation. Although we believe the business of ParagonEx and Beijing Brookfield are complementary and there will be synergies from the integration of the two companies, we cannot assure you that the Merger will produce the expected or intended results. The failure to address problems encountered in connection with such integration could cause the combined entity to fail to realize the anticipated benefits or incur unanticipated liabilities, any of which could have a materially adverse effect on the business, financial condition, results of operations and cash flows of the combined entity, which could negatively impact its stock price.

The combined entity’s acquisition strategy may result in significant transaction expenses, integration and consolidation risks and risks associated with entering new markets, and the combined entity may not operate profitably.

One of the combined entity’s strategies is to pursue growth through acquisitions of smaller players in the industry. Such acquisitions involve significant transaction expenses, including, but not limited to, fees paid to legal, financial, tax and accounting advisors, filing fees and printing costs. Acquisitions also present risks associated with offering new products or entering new markets and integrating the acquired companies.

Future acquisitions could also result in dilutive issuances of the equity securities of the combined entity, the incurrence of debt, amortization expenses, impairment of goodwill and purchased long-lived assets, and restructuring charges, any of which could harm the financial condition or results of operations and cash flows of the combined entity. Additionally, any new businesses that may be acquired by the combined entity, once integrated with the existing operations, may not produce expected or intended results. The failure to address these risks or other problems encountered in connection with future acquisitions could cause the combined entity to fail to realize the anticipated benefits of such acquisitions or incur unanticipated liabilities, any of which could have a materially adverse effect on the business, financial condition, results of operations and cash flows of the combined entity.

None of GFH, Beijing Brookfield or ParagonEx have any formal risk management policies or procedures and those applied by them may not be effective and may leave them exposed to unidentified or unexpected risks.

GFH, Beijing Brookfield and ParagonEx are dependent on the professional expertise and experience of their management and staff to assess risks. GFH, Beijing Brookfield and ParagonEx do not have any formal written policies or procedures for identifying, monitoring or controlling risks, including risks related to human error, customer defaults, market movements, technology, fraud or money-laundering, and such risks are evaluated by their respective management teams and boards of directors on an ad-hoc basis. Such practices and methods used by GFH, Beijing Brookfield and ParagonEx for managing risk are discretionary by nature and are based on internally developed controls and observed historical market behavior, and also involve reliance on standard industry practices. These methods may not adequately prevent losses, particularly as they relate to extreme market movements, which may be significantly greater than historical fluctuations in the market. The risk-management methods utilized by GFH, Beijing Brookfield and ParagonEx also may not adequately prevent losses due to technical errors if their testing and quality control practices are not effective in preventing failures. In addition, GFH, Beijing Brookfield and ParagonEx may elect to adjust their risk-management policies to allow for an increase in risk tolerance, which could expose it to the risk of greater losses. The risk-management methods used by GFH, Beijing Brookfield and ParagonEx rely on a combination of technical and human controls and supervision that are subject to error and failure. These methods may not protect GFH, Beijing Brookfield and ParagonEx against all risks or may protect them less than anticipated, in which case the business, financial condition and results of operations and cash flows of GFH, Beijing Brookfield and ParagonEx may be materially adversely affected.

MICT shareholders may be unable to ascertain the merits or risks of Beijing Brookfield’s and ParagonEx’s operations and the business of these companies are outside of MICT management’s area of expertise.

To the extent we complete the Merger, we will be affected by numerous risks inherent in both Beijing Brookfield’s and ParagonEx’s business operations. Furthermore, after completion of the Merger, the business of GFH will be entirely different from MICT’s business. Although MICT’s management has endeavored to evaluate the risks inherent in the proposed Merger, MICT cannot assure you that it can adequately ascertain or assess all of the significant risk factors.

Subsequent to the completion of the Merger, MICT may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

MICT cannot assure you that the due diligence MICT has conducted on GFH, and its subsidiaries Beijing Brookfield and ParagonEx has revealed all material issues that may be present with regard to such companies, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of MICT’s control will not later arise. Each of GFH, Beijing Brookfield and ParagonEx are privately held companies and MICT therefore has made its decision to pursue the Merger on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, MICT may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if MICT’s due diligence successfully identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with MICT’s preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on MICT’s liquidity, the fact that MICT reports charges of this nature could contribute to negative market perceptions about MICT or MICT’s securities. Accordingly, we cannot predict the impact that the Merger will have on GFH’s securities.

Furthermore, the Merger Agreement by which MICT will be acquiring GFH stipulates that all representations and warranties provided by GFH with regard to its businesses, will expire upon completion of the acquisition. Consequently, MICT will be limited in its ability to pursue a claim against GFH for breach of any of its representations and warranties that are discovered after the completion date, unless MICT is able to prove that such breach amounted to fraudulent misrepresentation or resulted from a similar act of malicious intent.

MICT’s ability to be successful following the Merger will be dependent upon the efforts of the MICT Board and key personnel and the loss of such persons could negatively impact the operations and profitability of MICT’s post-combination business.

MICT’s ability to be successful following the Merger will be dependent upon the efforts of the MICT Board and key personnel. Furthermore, the business of MICT following the Merger will be made up mostly of GFH’s business, and will be entirely different from MICT’s current business. It is only contemplated that two of MICT’s existing directors will serve on the MICT Board for a limited period of time, and MICT cannot assure you that MICT’s Board of Directors and key personnel will be effective or successful or remain with MICT. In addition to the other challenges they will face, the new members of MICT’s Board, other than the MICT continuing directors, may be unfamiliar with the requirements of operating a public company, which could cause MICT’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Merger Agreement, MICT’s current public stockholders will only own a minimal interest of MICT. Accordingly, the future performance of MICT will depend upon the quality of the post-Merger Board of Directors, management and key personnel of MICT and the MICT’s ability to retain such managers and key personnel over time.

Failure to complete the Merger could harm the price of MICT’s Common Stock and the future business and operations of each company.

If the Merger Agreement is terminated and the board of directors of the respective parties determine to seek another business combination, there can be no assurance that either MICT or GFH will be able to find a partner willing to provide equivalent or more attractive consideration than the consideration to be provided in connection with the Merger.

Some of MICT’s officers and directors have interests in the Merger that are different from yours and that may influence them to support or approve the Merger without regard to your interests.

Certain officers and directors of MICT, like those of other companies, participate in compensation arrangements that provide them with interests in the Merger that are different from yours, including, among others, the continued service as an officer or director of the combined organization for some limited period of time, severance benefits and the potential ability to sell an increased number of shares of common stock of the combined organization in accordance with Rule 144 under the Securities Act. For example, such officers and directors may receive compensation for their services generally, as well as in connection with the Merger, and subject to and upon the consummation of the Merger, MICT will issue to each of the MICT Board members, including its Chief Executive Officer, 300,000 options to purchase MICT Common Stock (1,200,000 options in the aggregate) with an exercise price equal to $1.41, which shall be granted as success bonuses under MICT’s existing Stock Incentive Plans or under Global Fintech’s 2019 Equity Plan (including the 2019 Israeli Sub-Plan) and which shall be, converted into MICT Replacement Options. For more information, see the section entitled “Proposal 1: The Merger Proposal — Interests of MICT’s Directors and Officers in the Merger” in this proxy statement.

The securityholders of MICT will have a reduced ownership and voting interest in, and will exercise less influence over the management of, the combined organization following the completion of the Transactions as compared to their current ownership and voting interests in the respective companies.

After the completion of the Merger, the current stockholders of MICT will own a smaller percentage of the combined organization than their ownership of their respective companies prior to the Transactions. Immediately after the closing of the Transactions, it is anticipated that MICT stockholders will own approximately ___% of the Common Stock of the combined organization and GFH stockholder will own approximately ___% of the Common Stock of MICT. These estimates are subject to adjustment.

During the pendency of the Merger, MICT and GFH may not be able to enter into a business combination with another party at a favorable price because of restrictions in the Merger Agreement, which could adversely affect their respective businesses.

Covenants in the Merger Agreement impede the ability of MICT and GFH to make acquisitions, subject to certain exceptions relating to fiduciary duties, as set forth below, or to complete other transactions that are not in the ordinary course of business pending completion of the Merger. As a result, if the Merger is not completed, the parties may be at a disadvantage to their competitors during such period. In addition, while the Merger Agreement is in effect, each party is generally prohibited during the interim period from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as merger, sale of assets or other business combination outside the ordinary course of business with any third party, subject to certain exceptions relating to fiduciary duties, as set forth below. Any such transactions could be favorable to such party’s stockholders.

Certain provisions of the Merger Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Merger Agreement.

The terms of the Merger Agreement prohibit each of MICT and GFH from soliciting alternative takeover proposals or cooperating with persons making unsolicited takeover proposals, except, in the case of MICT, in the limited circumstances when its board of directors determines in good faith that an unsolicited alternative takeover proposal is or is reasonably likely to be inconsistent with the board’s fiduciary duties.

The market price of MICT’s Common Stock is expected to be volatile, and the market price of the Common Stock may drop following the Merger.

The market price of MICT’s Common Stock following the Merger could be subject to significant fluctuations. Some of the factors that may cause the market price of MICT’s Common Stock to fluctuate include:

Moreover, the stock markets in general have experienced substantial volatility that has often been unrelated to the operating performance of individual companies. These broad market fluctuations may also adversely affect the trading price of MICT’s Common Stock.

In the past, following periods of volatility in the market price of a company’s securities, stockholders have often instituted class action securities litigation against those companies. Such litigation, if instituted, could result in substantial costs and diversion of management attention and resources, which could significantly harm MICT’s profitability and reputation.

An active market for MICT’s Common Stock may not develop, which would adversely affect the liquidity and price of MICT’s Common Stock.

The price of MICT’s Common Stock may vary significantly due to factors specific to MICT as well as to general market or economic conditions. Furthermore, an active trading market for MICT’s Common Stock may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market can be established and sustained.

Nasdaq may delist MICT’s securities from trading on its exchange, which could limit investors’ ability to make transactions in MICT’s securities and subject MICT to additional trading restrictions.

MICT’s securities are currently listed on Nasdaq and it is anticipated that, following the Merger, its securities will continue to be listed on Nasdaq. However, MICT cannot assure you that its securities will continue to be listed on Nasdaq in the future. In order to continue listing its securities on Nasdaq, MICT must maintain certain financial, distribution and share price levels. Generally, MICT must maintain a minimum amount in shareholders’ equity (generally $2,500,000) and a minimum number of holders of its securities (generally 300 public holders). Additionally, in connection with the Merger, MICT will be required to demonstrate compliance with Nasdaq’s initial listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain the listing of our securities on Nasdaq. For instance, MICT’s share price would generally be required to be at least $4 per share and its shareholders’ equity would generally be required to be at least $5 million and MICT will be required to have a minimum of 300 public holders. MICT cannot assure you that it will be able to meet those initial listing requirements at that time.

If Nasdaq delists MICT’s securities from trading on its exchange and MICT is not able to list its securities on another national securities exchange, MICT expects its securities could be quoted on an over-the-counter market. If this were to occur, MICT could face significant material adverse consequences, including:

The unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” may not be representative of MICT’s results if the Merger is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of MICT and your investment decision.

MICT, ParagonEx and Beijing Brookfield currently operate as separate companies. MICT has had no prior history as a combined entity and its operations have not previously been managed on a combined basis. The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Merger been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of MICT. The pro forma statement of operations does not reflect future nonrecurring charges resulting from the Merger. The unaudited pro forma condensed combined financial information does not reflect future events that may occur after the Merger and does not consider potential impacts of current market conditions on revenues or expenses. The unaudited pro forma condensed combined financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” has been derived from MICT’s, Beijing Brookfield’s and ParagonEx’s historical financial statements and related notes contained elsewhere within this proxy statement and certain adjustments and assumptions have been made regarding the combined organization after giving effect to the transaction. Differences between preliminary estimates in the unaudited pro forma condensed combined financial information and the final acquisition accounting may occur and could have an adverse impact on the unaudited pro forma condensed combined financial information and MICT’s financial position and future results of operations.

In addition, the assumptions used in preparing the unaudited pro forma condensed combined financial information may not prove to be accurate and other factors may affect MICT’s financial condition or results of operations following the Closing. Any potential decline in MICT’s financial condition or results of operations may cause significant variations in the share price of MICT.

The market price of MICT’s Common Stock may decline as a result of the Merger.

The market price of MICT’s Common Stock may decline as a result of the Merger for a number of reasons including if:

MICT’s stockholders may not realize a benefit from the Merger commensurate with the ownership dilution they will experience in connection with the Merger.

If MICT is unable to realize the full strategic and financial benefits currently anticipated from the Merger, MICT’s stockholders will have experienced substantial dilution of their ownership interests in MICT without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent MICT is able to realize only part of the strategic and financial benefits currently anticipated from the Merger.

In addition to approval by the stockholders of MICT, specified conditions must be satisfied or waived to complete the Merger. These conditions, described in detail in the Merger Agreement, include, in addition to shareholder consent and among other requirements: (i) the expiration or termination of any waiting period, and extension thereof, applicable under any Antitrust Laws, (ii) receipt or filing of any and all required consents from all applicable Government Authorities or third person, (iii) no law or order preventing the transactions by any applicable Governmental Authority shall have been issued, enforced or in effect, (iv) no pending litigation to enjoin or restrict the Closing, as defined in the Merger Agreement, by any non-affiliated third-party, (v) the definitive proxy statement shall have been filed with the SEC, (vi) each party’s representations and warranties are true and correct as of the date of the Merger Agreement and as of the Closing, (vii) each party’s compliance in all material respects with its covenants and agreements to be complied with or performed on or prior to the Closing Date, (viii) no Material Adverse Effect with respect to a party since the date of the Merger Agreement which remains continuing and uncured, (ix) the effectiveness of the ParagonEx and Beijing Brookfield Share Exchange Agreements. (x), the appointment of the post-closing Board of MICT, (xi) the delivery by each applicable party of each of the required Closing deliveries, (x) the voting agreement and lock-up agreements being in full force and effect, and (xi) the lack of indebtedness of MICT other than $3,350,000. See the section entitled “The Merger Agreement and Related Agreements — General Description of the Merger Agreement — Conditions to Consummation of the Transactions” below for a more complete summary. MICT, ParagonEx and Beijing Brookfield cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Merger may not occur, or may be delayed. Such delays may cause MICT, ParagonEx and/or Beijing Brookfield to each lose some or all of the intended benefits of the Merger.

Following the Merger, if securities or industry analysts do not publish or cease publishing research or reports about MICT, its business, or its market, or if they change their recommendations regarding MICT Common Stock adversely, the price and trading volume of the MICT Common Stock could decline.

The trading market for MICT’s Common Stock will be influenced by the research and reports that industry or securities analysts may publish about MICT, its business, its market, or its competitors. Securities and industry analysts do not currently, and may never, publish research on MICT. If no securities or industry analysts commence coverage of MICT, MICT’s stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover MICT change their recommendation regarding MICT’s share adversely, or provide more favorable relative recommendations about our competitors, the price of the MICT’s Common Stock would likely decline. If any analyst who may currently cover MICT were to cease coverage of MICT or fail to regularly publish reports on it, we could lose visibility in the financial markets, which could cause MICT’s stock price or trading volume to decline.

Future sales of shares by stockholders could cause MICT’s stock price to decline.

If stockholders of MICT sell, or indicate an intention to sell, substantial amounts of MICT’s Common Stock in the public market after legal restrictions on resale discussed in this proxy statement lapse, the trading price of MICT’s Common Stock could decline. Based on shares outstanding as of the date of this proxy statement, and shares expected to be issued upon completion of the Merger, MICT is expected to have outstanding a total of approximately ____ shares of Common Stock immediately following the completion of the Merger. Of the ____ shares, approximately shares of Common Stock will be available for sale in the public market beginning 180 days after the closing of the Merger, and approximately ____ shares of MICT’s Common Stock will be available for sale in the public market beginning 12 months after the closing of the Merger as a result of the expiration of lock-up or similar agreements between the parties to the Merger Agreement. All other outstanding shares of common stock will be freely tradable, without restriction, in the public market. If these shares are sold, the trading price of MICT’s Common Stock shares could decline.

Risks related to recent and potential changes to regulatory legislation in the British Virgin Islands could lead to increased costs of GFH in complying with additional regulatory and reporting requirements.

As the global regulatory and tax environment evolves, GFH may be subject to new or different statutory and regulatory requirements (for example, on January 1, 2019 the Economic Substance (Companies and Limited Partnerships) Act, 2018 of the British Virgin Islands (the “Economic Substance Act”) came into force and related regulations and guidance are anticipated in due course). It is difficult to predict what impact the adoption of these laws or regulations, or changes in the interpretation of existing laws or regulations could have on GFH, however, compliance with various additional obligations may create significant additional costs that may be borne by GFH or otherwise affect the management and operation of GFH.

The Merger may not be consummated or may not deliver the anticipated benefits MICT expects.

MICT is devoting substantially all of its time and resources to consummating the Merger; however, there can be no assurance that such activities will result in the consummation of the Merger and the transactions contemplated thereby or that such transaction will deliver the anticipated benefits or enhance stockholder value. MICT cannot assure you that MICT will complete the Merger in a timely manner or at all. The Merger Agreement is subject to many closing conditions and termination rights. If the Merger does not occur, the MICT Board may elect to attempt to complete an alternative strategic transaction similar to the Merger. Attempting to complete an alternative strategic transaction will be costly and time-consuming, and MICT cannot make any assurances that a future strategic transaction will occur on terms that provide the same or greater opportunity for potential value to MICT’s Stockholders, or at all. If MICT is unable to close another strategic transaction, the MICT Board may determine to sell or otherwise dispose of MICT’s various assets, and distribute any remaining cash proceeds to MICT’s Stockholders. In that event, MICT would be required to pay all of its debts and contractual obligations, and to set aside certain reserves for potential future claims, so MICT would not be able to provide any assurances as to the amount or timing of available cash or assets available for distribution remaining to distribute to stockholders after paying its obligations and setting aside funds for reserves.

If MICT does not successfully consummate the Merger, the MICT Board may decide to pursue a dissolution and liquidation of MICT. In such an event, the amount of cash available for distribution to MICT’s Stockholders will depend heavily on the timing of such liquidation as well as the amount of cash that will need to be reserved for commitments and contingent liabilities.

There can be no assurance that MICT can successfully consummate the Merger. If the transaction is not completed, the MICT Board may decide to pursue a dissolution and liquidation of MICT. In such an event, the amount of cash available for distribution to MICT’s Stockholders will depend heavily on the timing of such decision and, ultimately, such liquidation, because the amount of cash available for distribution continues to decrease as MICT funds its operations. If the MICT Board were to approve and recommend, and MICT’s Stockholders were to approve, a dissolution and liquidation of MICT, MICT would be required under Delaware corporate law to pay MICT’s outstanding obligations, as well as to make reasonable provision for contingent and unknown obligations, prior to making any distributions in liquidation to MICT’s Stockholders. As a result of this requirement, a portion of MICT’s assets may need to be reserved pending the resolution of such obligations. In addition, MICT may be subject to litigation or other claims related to a dissolution and liquidation of MICT. If a dissolution and liquidation were pursued, the MICT Board, in consultation with its advisors, would need to evaluate these matters and make a determination about a reasonable amount to reserve. Accordingly, holders of MICT Common Stock could lose all or a significant portion of their investment in the event of a liquidation, dissolution or winding up of MICT.

MICT is substantially dependent on its remaining employees to facilitate the consummation of the Merger.

MICT’s ability to successfully complete the Merger, or if the Merger is not completed, another potential strategic transaction, depends in large part on its ability to retain certain of its remaining personnel, particularly David Lucatz, MICT’s Chairman and Chief Executive Officer and Micronet’s Chairman and President. Despite MICT’s efforts to retain Mr. Lucatz and other key employees, one or more may terminate their employment on short notice. The loss of the services of any of these employees could potentially harm MICT’s ability to complete the Merger, evaluate and pursue strategic alternatives, as well as fulfill its reporting obligations as a public company.

Potential political, economic and military instability in Israel could adversely affect operations.

Certain of MICT and Micronet’s principal offices and operating facilities are located in Israel. Accordingly, with respect to such Israeli facilities, political, economic and military conditions in Israel directly affect the operations of MICT and Micronet. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. A state of hostility varying in degree and intensity has led to security and economic problems for Israel. Since October 2000, there has been an increase in hostilities between Israel and Palestinians, which has adversely affected the peace process and has negatively influenced Israel’s relationship with its Arab citizens and several Arab countries, including the Gaza Strip, the West Bank, Lebanon and Syria. Such ongoing hostilities may hinder Israel’s international trade relations and may limit the geographic markets where Micronet can sell its products and solutions. Hostilities involving or threatening Israel, or the interruption or curtailment of trade between Israel and its present trading partners, could materially and adversely affect operations.

In addition, Israel-based companies and companies doing business with Israel have been subject to an economic boycott by members of the Arab League and certain other predominantly Muslim countries since Israel’s establishment, along with other private organizations around the world. Although Israel has entered into various agreements with certain Arab countries and the Palestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the Middle East, whether or in what manner these problems will be resolved is unpredictable. Wars and acts of terrorism have resulted in significant damage to the Israeli economy, including reducing the level of foreign and local investment.

Furthermore, certain of MICT and Micronet’s officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called up for active military duty at any time. All Israeli male citizens who have served in the army are subject to an obligation to perform reserve duty until they are between 40 and 49 years old, depending upon the nature of their military service.

Micronet is unable to develop new products and maintain a qualified workforce it may not be able to meet the needs of customers in the future.

Virtually all of the products produced and sold by MICT, through its subsidiary, Micronet are highly engineered and require employees with sophisticated manufacturing and system-integration techniques and capabilities. The markets and industry in which Micronet operates are characterized by rapidly changing technologies. The products, systems, solutions and needs of Micronet customers change and evolve regularly. Accordingly, the future performance of Micronet depends on its ability to develop and manufacture competitive products and solutions, and bring those products to market quickly at cost-effective prices. In addition, because of the highly specialized nature of Micronet’s business, the hiring and retention of skilled and qualified personnel is necessary to perform the services required by customers. If MICT through its subsidiary, Micronet is unable to develop new products that meet customers’ changing needs or successfully attract and retain qualified personnel, its future revenues and earnings may be adversely affected.

MICT is dependent on the services of its executive officers, whose potential conflicts of interest may not permit MICT to effectively execute its business strategy.

MICT is currently dependent on the continued services and performance of its executive officers, particularly David Lucatz, MICT’s Chairman and Chief Executive Officer and Micronet’s Chairman and President. Mr. Lucatz also serves as the President, Chairman and Chief Executive Officer of D.L. Capital Ltd., or DLC, the primary asset of which is its ownership of shares of MICT Common Stock. See the section entitled “Proposal 1: The Merger Proposal – Interests of MICT’s Directors and Officers in the Merger” in this proxy statement.

Developing new technologies entails significant risks and uncertainties that may cause MICT, through its subsidiary Micronet to incur significant costs and could have a material adverse effect on operating results, financial condition, and/or cash flows.

A significant portion of MICT’s business conducted through its subsidiary, Micronet, relates to developing sophisticated products and applications. New technologies may be untested or unproven. In addition, significant liabilities that are unique to such Micronet products and services may be incurred. While insurance is maintained for some business risks, it is not practicable to obtain coverage to protect against all operational risks and liabilities. In addition, MICT may seek to limit potential liability related to the sale and use of such Micronet products and systems. MICT may also elect to provide through its subsidiary, Micronet, products or services even in instances where it is unable to obtain such indemnification or qualification. Accordingly, MICT through its subsidiary, Micronet, may be forced to bear substantial costs resulting from risks and uncertainties of products and products under development, which could have a material adverse effect on operating results, financial condition and/or cash flows.

If MICT is unable to effectively protect proprietary technology (either its own, or that of its subsidiary, Micronet), its business and competitive position may be harmed.

MICT’s success and ability to compete, through its subsidiary, Micronet, are dependent on its proprietary technology. The steps Micronet has taken to protect its proprietary rights may not be adequate and Micronet may not be able to prevent others from using its proprietary technology. The methodologies and proprietary technology that constitute the basis of Micronet’s solutions and products are not protected by patents. Existing trade secret, copyright and trademark laws and non-disclosure agreements to which Micronet is a party offer only limited protection. Therefore, others, including Micronet’s competitors, may develop and market similar solutions and products, copy or reverse engineer elements of Micronet’s production lines, or engage in the unauthorized use of Micronet’s intellectual property. Any misappropriation of Micronet’s proprietary technology or the development of competitive technology may have a significant adverse effect on Micronet’s ability to compete and may harm MICT’s business and financial position.

Substantial costs as a result of litigation or other proceedings relating to intellectual property rights may be incurred.

Third parties may challenge the validity of Micronet’s intellectual property rights or bring claims regarding Micronet’s infringement of a third party’s property rights. This may result in costly litigation or other time-consuming and expensive judicial or administrative proceedings, which could deprive MICT and/or Micronet of valuable rights, cause them to incur substantial expenses and cause a diversion for technical and management personnel. An adverse determination may subject MICT through its subsidiary, Micronet to significant liabilities or require it to seek licenses that may not be available from third parties on commercially favorable terms, if at all. Further, if such claims are proven valid, through litigation or otherwise, MICT through its subsidiary, Micronet may be required to pay substantial financial damages or be required to discontinue or significantly delay the development, marketing, sale or licensing of the affected products and intellectual property rights.

Earnings and margins may be negatively impacted if MICT unable to perform under its contracts.

When agreeing to contractual terms, MICT’s and/or Micronet’s management makes assumptions and projections about future conditions or events. These projections assess:

If there is a significant change in one or more of these circumstances or estimates, or if faced with unexpected contract costs, the profitability of one or more of these contracts may be adversely affected and could affect, among other things, earnings and margins, due to the fact that Micronet’s contracts are often made on a fixed-price basis.

Earnings and margins could be negatively affected by deficient subcontractor performance or the unavailability of raw materials or components.

MICT, in connection with Micronet’s operations, relies on other companies to provide raw materials, major components and subsystems for its products. Subcontractors perform some of the services that provided by MICT through its subsidiary, Micronet to its customers. MICT, in connection with Micronet’s operations, depends on these subcontractors and vendors to meet contractual obligations in full compliance with customer requirements. Occasionally, MICT, in connection with Micronet’s operations, relies on only one or two sources of supply that, if disrupted, could have an adverse effect on MICT’s ability to meet commitments to customers. Micronet’s ability to perform its obligations as a prime contractor may be adversely affected if one or more of these suppliers is unable to provide the agreed-upon supplies or perform the agreed-upon services in a timely and cost-effective manner. Further, deficiencies in the performance of subcontractors and vendors could result in a customer terminating a contract for default. A termination for default could expose MICT through its subsidiary, Micronet to liability and adversely affect financial performance and Micronet’s ability to win new contracts.

Micronet is dependent on major customers for a significant portion of revenues, and therefore, future revenues and earnings could be negatively impacted by the loss or reduction of the demand for Micronet’s products or services by such customers.

A significant portion of MRM annual revenues derived from a few leading customers. As of December 31, 2017, the MRM division had five customers that combined accounted for approximately 75% of its revenues.

Most of Micronet’s major customers do not have any obligation to purchase additional products or services from it. Therefore, there can be no assurance that any of Micronet’s leading customers will continue to purchase solutions, products or services at levels comparable to previous years. A substantial loss or reduction in Micronet’s existing programs could adversely affect future revenues and earnings.

MICT, through its subsidiary, Micronet operates in a highly competitive and fragmented market and may not be able to maintain a competitive position in the future.

A number of larger competitors have recently entered the MRM market in which Micronet operates. These large companies have far greater development and capital resources than Micronet. Further, there are competitors of Micronet that offer solutions, products and services similar to those offered by Micronet. If they continue, these trends could undermine Micronet’s competitive strength and position and adversely affect earnings and financial condition.

Micronet may cease to be eligible for, or receive reduced, tax benefits under Israeli law, which could negatively impact profits in the future.

Micronet currently receives certain tax benefits under the Israeli Law Encouragement of Capital Investments of 1959, as a result of the designation of its production facility as an “Approved Enterprise.” To maintain their eligibility for these tax benefits, Micronet must continue to meet several conditions including, among others, generating more than 25% of its gross revenues outside the State of Israel and continuing to qualify as an “Industrial Company” under Israeli tax law. An Industrial Company, according to the applicable Israeli law (Law for the Encouragement of Industry (Taxes), 1969), is a company that resides in Israel (either incorporated in Israel or managed and controlled from Israel) that, during the relevant tax year, derives at least 90% of its income from an Industrial Factory. An Industrial Factory means a factory that is owned by an Industrial Company and where its manufacturing operations constitute a vast majority of the factory’s total operations/business. The tax benefits of qualifying as an Industrial Company include a reduction of the corporate tax from 24% for “Regular Entities” and 16% or 7.5% for “Preferred Enterprises” (depending on the location of industry) in 2017. In addition, in recent years the Israeli government has reduced the benefits available under this program and has indicated that it may further reduce or eliminate benefits in the future. There is no assurance that Micronet will continue to qualify for these tax benefits or that such tax benefits will continue to be available. The termination or reduction of these tax benefits would increase the amount of tax payable by Micronet and, accordingly, reduce MICT’s net profit after tax and negatively impact profits.

Because almost all of MICT’s officers and directors are located in non-U.S. jurisdictions, you may have no effective recourse against management for misconduct.

Currently, a majority of MICT’s directors and officers are or will be nationals and/or residents of countries other than the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against such officers or directors, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any U.S. state. Additionally, it may be difficult to enforce civil liabilities under U.S. securities law in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to hear the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact, which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

MICT’s financial results may be negatively affected by foreign exchange rate fluctuations.

MICT’s revenues are mainly denominated in U.S. Dollars and costs are mainly denominated in New Israeli Shekels (NIS). Where possible, MICT matches sales and purchases in these and other currencies to achieve a natural hedge. Currently, Micronet does not have a policy with respect to the use of derivative instruments for hedging purposes, except that Micronet will consider engaging in such hedging activities on a case by case basis. To the extent MICT is unable to fully match sales and purchases in different currencies, its business will be exposed to fluctuations in foreign exchange rates.

If MICT’s beneficial ownership of Micronet’s ordinary shares declines, it may not be able to treat Micronet as its subsidiary, which may adversely affect MICT’s financial condition and results of operations.

MICT, through its subsidiary, MICT Telematics Ltd. (formerly Enertec Electronics), and David Lucatz or his affiliates currently hold and/or control in the aggregate, 50.07% of Micronet’s outstanding ordinary shares, par value $0.133 per share. If MICT is unable to consider Micronet as a consolidated subsidiary, the financial condition and results of operations of MICT may be adversely affected and may cause interest in or the market price of its securities to decline.

Cybersecurity disruptions may impact MICT’s business operations if it becomes a target for such activities.

MICT and/or its subsidiary, Micronet, may be subject to attempted cybersecurity disruptions from a variety of threat actors. If systems for protecting against cybersecurity disruptions prove to be insufficient, MICT and Micronet, and their customers, employees or third parties could be adversely affected. Such cybersecurity disruptions could cause physical harm to people or the environment; damage or destroy assets; compromise business systems; result in proprietary information being altered, lost or stolen; result in employee, customer or third party information being compromised; or otherwise disrupt business operations. Significant costs to remedy the effects of such a cybersecurity disruption may be incurred by MICT and Micronet, as well as in connection with resulting regulatory actions and litigation, and such disruption may harm relationships with customers and impact MICT’s and Micronet’s business reputation.

Your ability to influence corporate decisions may be limited because ownership of MICT Common Stock is concentrated.

As of the date of this proxy statement, Mr. Lucatz, the MICT Chairman, Chief Executive Officer and President, beneficially owned 1,234,200 shares, or approximately 7.78% (and 8.2% on a fully diluted basis, including 100,000 options being vested upon closing) of MICT’s outstanding common stock. As a result, Mr. Lucatz, may exercise significant control over matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions. Such concentration of ownership could also have the effect of delaying or preventing a change in control of MICT, which could have a material adverse effect on the trading price of its common stock.

Provisions in MICT’s certificate of incorporation and under Delaware law could make an acquisition of MICT, which may be beneficial to stockholders, more difficult and may prevent attempts by MICT stockholders to replace or remove the current management.

Provisions in MICT’s certificate of incorporation, as amended, and MICT’s amended and restated bylaws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for MICT Common Stock. These provisions could also limit the price that investors might be willing to pay in the future for MICT securities, thereby depressing the market price of MICT’s securities. In addition, these provisions may frustrate, deter or prevent any attempts by MICT stockholders to replace or remove current management by making it more difficult for stockholders to replace members of the MICT Board. Because the board of directors is responsible for appointing the members of the MICT management team, these provisions could in turn affect any attempt by stockholders to replace current members of the MICT management team.

Moreover, because MICT is incorporated in Delaware, it is governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware, or the DGCL, which prohibits a person who owns in excess of 15% of outstanding voting stock from merging or combining with MICT for a period of three years after the date of the transaction in which the person acquired in excess of 15% of outstanding voting stock, unless the merger or combination is approved in a prescribed manner. MICT has not opted out of the restrictions under Section 203.

MICT stockholders may experience significant dilution as a result of any additional financing that results in the issuance of MICT equity securities and/or debt securities.

To the extent that additional funds are raised by issuing equity securities, including through convertible debt securities, MICT stockholders may experience significant dilution. Sales of additional equity and/or convertible debt securities at prices below certain levels will trigger anti-dilution provisions with respect to certain securities which have been previously issued. If additional funds are raised through a credit facility, or the issuance of debt securities or preferred stock, lenders or holders of these debt securities or preferred stock would likely have rights that are senior to the rights of holders of common stock, and any credit facility or additional securities could contain covenants that would restrict operations.

If the price of the Common Stock is volatile, purchasers of its common stock could incur substantial losses.

The price of the Common Stock has been and may continue to be volatile. The market price of MICT’s Common Stock may be influenced by many factors, including but not limited to the following:

For these reasons and others, you should consider an investment in MICT Common Stock as risky and invest only if you can withstand a significant loss and wide fluctuations in the value of such investment.

A sale by MICT of a substantial number of shares of the Common Stock or securities convertible into or exercisable for the Common Stock may cause the price of the Common Stock to decline and may impair the ability to raise capital in the future.

The Common Stock is traded on Nasdaq and despite certain increases of trading volume from time to time, there have been periods when it could be considered “thinly-traded,” meaning that the number of persons interested in purchasing MICT Common Stock at or near bid prices at any given time may have been relatively small or non-existent. Financing transactions resulting in a large amount of newly-issued securities, or other events that cause current stockholders to sell shares, could place downward pressure on the trading price of MICT Common Stock. In addition, the lack of a robust resale market may require a stockholder who desires to sell a large number of shares of common stock to sell those shares in increments over time to mitigate any adverse impact of the sales on the market price of MICT stock. If MICT stockholders sell, or the market perceives that its stockholders intend to sell for various reasons, including the ending of restriction on resale, substantial amounts of common stock in the public market, including shares issued upon the exercise of outstanding options or warrants, the market price of MICT Common Stock could fall. Sales of a substantial number of shares of MICT Common Stock may make it more difficult for MICT to sell equity or equity-related securities in the future at a time and price that MICT deems reasonable or appropriate. Moreover, MICT may become involved in securities class action litigation arising out of volatility resulting from such sales that could divert management’s attention and harm MICT’s business.

If securities or industry analysts do not publish research or reports or publish unfavorable research about MICT’s business, the price of its common stock could decline.

MICT does not currently have any significant research coverage by securities and industry analysts and may never obtain such research coverage. If securities or industry analysts do not commence or maintain coverage of MICT, the trading price for its common stock might be negatively affected. In the event such securities or industry analyst coverage is obtained, if one or more of the analysts who covers MICT or will cover MICT downgrades its securities, the price of MICT Common Stock would likely decline. If one or more of these analysts ceases to cover MICT or fails to publish regular reports on it, interest in the purchase of MICT Common Stock could decrease, which could cause the price of MICT Common Stock and trading volume to decline.

If MICT continues to fail to meet all applicable Nasdaq requirements, Nasdaq may delist its common stock, which could have an adverse impact on its liquidity and market price.

MICT Common Stock is currently listed on Nasdaq, which has qualitative and quantitative listing criteria. If MICT continues to be unable to comply with Nasdaq listing requirements, including, for example, if the closing bid price for MICT Common Stock continues to fall below $1.00 per share, Nasdaq could determine to delist the MICT Common Stock which could adversely affect its market liquidity market price. In that regard, on September 1, 2017, MICT received a written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price for the Common Stock was below $1.00 per share for the preceding 30 consecutive business days. On January 8, 2018, MICT received a written notice from Nasdaq that for at least 10 consecutive business days, from December 20, 2017 to January 5, 2018, the closing bid price of MICT Common Stock had been at $1.00 or greater and, as a result, had regained compliance with Nasdaq Listing Rule 5550(a)(2). On July 22, 2019, MICT received a new written notice from Nasdaq indicating that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), as the closing bid price for the Common Stock was below $1.00 per share for the preceding 30 consecutive business days. Accordingly, Nasdaq provided MICT a period of 180 calendar days, until January 20, 2020, to regain compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of ten (10) consecutive trading days. If the closing bid price of MICT Common Stock remains below $1.00 until January 20, 2020, MICT Common Stock may be subject to delisting. There can be no assurance, that MICT will be able to regain compliance with Nasdaq’s minimum bid price requirement. If MICT regains compliance with the Nasdaq’s minimum bid price requirement, there can be no assurance that MICT will be able to maintain compliance with the Nasdaq listing requirements, or that the Common Stock will not be delisted from The Nasdaq Capital Market in the future. Such delisting could adversely affect the ability to obtain financing for the continuation of MICT’s operations and could result in the loss of confidence by investors, customers and employees.

Beijing Brookfield is engaging in new business ventures in China and it cannot guarantee the level of future earnings from these ventures.

From its inception through 2015, Beijing Brookfield was primarily a lottery business and its revenues were primarily generated by online lottery. Since the suspension of online lottery licenses by the Chinese government in March 2015, Beijing Brookfield has re-focused its business model to explore new ventures and new revenue streams. Some of the products central to the new business model of Beijing Brookfield, such as “play for fun” games and other virtual and high frequency games, are still under development. Furthermore, regulatory changes in China will need to occur before Beijing Brookfield can fully take advantage of some of the business ventures it is currently engaged in. Beijing Brookfield cannot assure you that such regulatory changes will take place in the near future or at all. Beijing Brookfield also cannot guarantee that the new products and ventures will be successful and widely adopted by the Chinese population. Because these new ventures represent a new business model for Beijing Brookfield, the level of future earnings from these ventures cannot be guaranteed.

Beijing Brookfield is dependent on PRC government agencies on both the national and provincial level for the execution of its new business model. The contracts entered into with such government agencies also exposes Beijing Brookfield to additional business risks and compliance obligations.

The new business model is highly dependent on the successful cooperation with a number of provinces and government agencies in China. Future business generated from contracts with the Welfare Lottery Centers and other provinces and government agencies in China may be materially adversely affected if:

Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

	☒	Preliminary Proxy Statement
	☐	Confidential, for Use of the Commission Only (as Permitted by Rule 14a-6(e)(2))
	☐	Definitive Proxy Statement
	☐	Definitive Additional Materials
	☐	Soliciting Material Pursuant to §240.14a-12

	Securities		Price or Value of Such Security
	109,946,914 shares of Common Stock		$1.0115 per share (1)
	17,659,575 shares of Common Stock underlying certain convertible debentures		$24,900,000
	1,818,182 shares of Common Stock underlying warrants and 1,818,182 shares of Common Stock underlying Series B Convertible Preferred Stock		$2,000,000

FREQUENTLY USED TERMS	iv

REFERENCES TO ADDITIONAL INFORMATION	xiv

NOTE ON PRESENTATION OF FINANCIAL STATEMENTS AND DISCLOSURE IN THIS PROXY STATEMENT	xv

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	xvi

SUMMARY OF THE MATERIAL TERMS OF THE PROXY STATEMENT	1

QUESTIONS AND ANSWERS FOR ALL MICT STOCKHOLDERS	8

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF MICT	12

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA OF BEIJING BROOKFIELD	13

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	16

MARKET PRICE AND DIVIDEND INFORMATION	28

RISK FACTORS	29

SPECIAL MEETING OF THE STOCKHOLDERS OF MICT	76

THE MERGER PROPOSAL	79

THE NASDAQ PROPOSAL- PRIMARY CONVERTIBLE DEBENTURES	99

THE NASDAQ PROPOSAL- NON-PRIMARY CONVERTIBLE DEBENTURES	102

THE NASDAQ PROPOSAL- PREFERRED STOCK AND WARRANTS	104

THE CHARTER AMENDMENT PROPOSAL	105

THE REVERSE STOCK SPLIT PROPOSAL	106

THE DIRECTOR ELECTION PROPOSAL	111

THE EIP PROPOSAL	114

THE EIP SUB-PLAN PROPOSAL	117

THE GOLDEN PARACHUTE PROPOSAL	118

THE ADJOURNMENT PROPOSAL	119

DESCRIPTION OF THE BUSINESS OF MICT	120

DESCRIPTION OF THE BUSINESS OF PARAGONEX	133

DESCRIPTION OF THE BUSINESS OF BEIJING BROOKFIELD	148

DESCRIPTION OF THE BUSINESS OF GFH	158

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF MICT	167

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF GFH	182

DIRECTORS, EXECUTIVE OFFICERS, EXECUTIVE COMPENSATION AND CORPORATE GOVERNANCE OF THE COMBINED ENTITY	182

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF MICT	185

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF PARAGONEX	198

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION OF BEIJING BROOKFIELD	207

BENEFICIAL OWNERSHIP OF SECURITIES OF MICT	216

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS OF MICT	217

DESCRIPTION OF MICT SECURITIES	218

OTHER STOCKHOLDER COMMUNICATIONS	223

DELIVERY OF DOCUMENTS TO STOCKHOLDERS	223

TRANSFER AGENT AND REGISTRAR	224

SUBMISSION OF PROPOSAL TO MICT STOCKHOLDERS	224

FUTURE STOCKHOLDER PROPOSALS	224

WHERE YOU CAN FIND MORE INFORMATION	224

	(1)	Title of each class of securities to which transaction applies: Common Stock, Convertible Debentures, Warrants and Convertible Notes.

	(2)	Aggregate number of securities to which transaction applies: 131,242,853 shares of Common Stock (including 109,946,914 shares of Common Stock; 17,659,575 shares of Common Stock underlying certain convertible debentures, 1,818,182 shares of Common Stock underlying certain warrants and 1,818,182 shares of Common Stock underlying Series B Convertible Preferred Stock).

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

By Order of the Board of Directors of MICT, Inc.


David Lucatz President and Chief Executive Officer

ANNEX A	Merger Agreement

ANNEX B	Amendment to the Certificate of Incorporation to Increase Number of Authorized Shares

ANNEX C	Amendment to the Certificate of Incorporation to Effect Reverse Stock Split

ANNEX D	2020 Equity Incentive Plan

ANNEX E	Sub-Plan for Israeli Participants under the 2020 Equity Incentive Plan

ANNEX F	Voting Agreement

ANNEX G	Form of Lock-Up Agreement

ANNEX H	Primary Purchase Agreement

ANNEX I	Primary Convertible Debentures

ANNEX J	Non-Primary Purchase Agreement

ANNEX K	Non-Primary Convertible Debentures

ANNEX L	Note Purchase Agreement

ANNEX M	Certificate of Designation for Series B Convertible Preferred Stock

ANNEX N	Form of Note Warrant

	For the years ended December 31,
Statement of Operations Data (in thousands, other than per share data)	2018		2017

Revenue	$	53,083	$	62,130
Net profit for the period	$	11,285	$	18,321
Basic profit per share - unaudited	$	254.79	$	415.94
Diluted profit per share - unaudited	$	242.32	$	396.91