UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 12b-25

 

NOTIFICATION OF LATE FILING

 

(Check One):      

☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q  ☐ Form 10-D  ☐ Form N-SAR  ☐  Form N-CSR

   
    For Period Ended: June 30, 2022

   
    ☐  Transition Report on Form 10-K
    ☐  Transition Report on Form 20-F
    ☐  Transition Report on Form 11-K
    ☐  Transition Report on Form 10-K
    ☐  Transition Report on Form N-SAR
   
    For the Transition Period Ended:                                                                  

 

 

Read Instructions (on back page) Before Preparing Form. Please Print or Type.

 

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS VERIFIED ANY INFORMATION CONTAINED HEREIN.

 

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:       

 

PART I — REGISTRANT INFORMATION

 

Full name of Registrant: MICT, Inc.
   

Address of principal executive office:

City State and ZIP Code:

28 West Grand Avenue, Suite 3

Montvale, New Jersey, 076435

 

 

 

 

PART II — RULES 12b-25(b) AND (c)

 

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed (Check box if appropriate)

 

  (a)  

The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

  (b)  

The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

    (c)  

The accountant's statement or other exhibit required by Rule 12(b)-25(c) has been attached if applicable.

 

PART III — NARRATIVE

 

State below in reasonable detail the reasons why the Form 10-Q could not be filed within the prescribed time period.

 

MICT, Inc. (the “Company”) requires certain additional time to review certain disclosures and analyses to be included in its Form 10-Q for the period ended June 30, 2022 with respect to the merger transaction with Tingo, Inc. In accordance with Rule 12b-25 promulgated under the Securities Exchange Act of 1934, as amended, the Company intends to file the Report on or prior to the fifth calendar day following the prescribed due date.

 

PART IV — OTHER INFORMATION

 

(1)Name and telephone number of person to contact in regard to this notification:

 

Darren Mercer

   

201-225-0190

Name     Telephone Number

 

(2)Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).

 

☒ Yes  ☐ No

 

(3)Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

 

☒ Yes  ☐ No

 

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

 

Revenue has not substantially changed between the three months periods ended June 30, 2022 and 2021. The Company’s Gross profit is expected to significantly increase for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 by approximately 200%.

 

The Company’s Net loss attributable to MICT, Inc. is expected to significantly decrease for the three months ended June 30, 2022 as compared to the three months ended June 30, 2021 by approximately 40%. The decrease for the three months ended June 30, 2022 is mainly a result of the decrease in operating expenses and increase in gross profit.

 

These anticipated changes in results of operations are based on unaudited results and may be subject to further adjustments before filing of the Company’s June 2022 Form 10-Q.

 

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MICT, Inc.

(Name of Registrant as Specified in Charter)

 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:

August 16, 2022

 

/s/ Darren Mercer

     

Darren Mercer

     

President and Chief Executive Officer

 

 

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