Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

On October 6, 2022, Tingo, Inc., a Nevada corporation (“Tingo” or the “Seller”), entered into the Second Amended and Restated Merger Agreement (the “Second Amended Agreement”) with MICT, Inc., a Delaware corporation (“MICT”), which amends the Amended and Restated Merger Agreement between the parties dated June 15, 2022 (the “Amended Agreement”).

Pursuant to the Second Amended Agreement, (i) Tingo shall form a British Virgin Islands company and wholly-owned subsidiary (“Tingo Sub”) and transfer into Tingo Sub all of its rights, title, interest and liabilities in all of its other subsidiaries, and (ii) MICT shall form a Delaware corporation and wholly-owned subsidiary (“Delaware Sub”) and cause Delaware Sub to form a British Virgin Islands company and wholly-owned subsidiary of Delaware Sub (“BVI Sub”).

Subject to the terms and conditions set forth in the Second Amended Agreement, upon the consummation of the transactions contemplated therein (the “Closing”), BVI Sub will merge with and into Tingo Sub (the “Business Combination” and, together with the other transactions contemplated by the Second Amended Agreement, the “Transactions”), with the BVI Sub continuing as the surviving company in the Business Combination and a wholly-owned subsidiary of Delaware Sub.

As consideration for the Merger, the Seller shall receive from MICT, in the aggregate, (a) 25,783,675 shares of MICT common stock equal to approximately 19.9% of the total issued and outstanding MICT Common Stock; (ii) 2,604.28 shares of Series A Preferred Stock convertible into 26,042,808 shares of MICT common stock equal to approximately 20.1% of the total issued and outstanding MICT common stock; and (iii) 33,687.21 shares of Series B Preferred Stock convertible into 336,872,138 shares of MICT Common Stock equal to approximately 35% of the total issued and outstanding MICT common stock (collectively the “Merger Consideration”). The Series A Preferred Stock only automatically converts upon the approval of MICT’s stockholders. The Series B Preferred Stock only automatically converts upon the approval of MICT’s stockholders and upon Nasdaq’s approval of the change of control of MICT.

Of the aggregate Merger Consideration, 5% of such common stock and preferred stock shall be held in escrow for a period of up to two years after the closing of the Merger and will serve as the sole source of payment for any obligations incurred by Tingo’s pre-closing stockholders in relation to any indemnification claims.

The unaudited pro forma condensed combined balance sheet as of September 30, 2022 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021, combine the historical financial statements of MICT with the historical financial statements of Tingo to give effect to the Business Combination. The Business Combination is reflected as if it had occurred on January 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations and on September 30, 2022 with respect to the unaudited pro forma condensed combined balance sheet.

Accounting for the Merger

The financial statements of MICT and Tingo were prepared in accordance with United States generally accepted accounting principles. Notwithstanding the legal form of the merger agreement, the business combination will be accounted for under the acquisition method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification Topic 805 “Business Combinations” (“ASC 805”)

In accordance with ASC 805, the Company has determined that (a) both MICT and Tingo represent businesses; (b) MICT is the accounting acquirer, meaning the transaction is a forward acquisition; (c) Tingo is subject to acquisition accounting, with a write-up of its net assets to fair value; and (d) the difference between the fair value of the purchase consideration and the fair value of Tingo’s net assets represents goodwill.

MICT has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances:

The unaudited pro forma condensed combined financial information should be read in conjunction with the financial statements of each of MICT and Tingo, which are incorporated by reference into this filing.

The unaudited pro forma adjustments give effect to events that are directly attributable to the proposed transaction and are based on available data and certain assumptions that management believes are factually supportable.

The unaudited pro forma condensed combined financial information is presented for informational purposes only, in order to aid you in your analysis of the financial aspects of the proposed transaction. The unaudited pro forma condensed combined financial information described above has been derived from the historical financial statements of MICT and Tingo. The unaudited pro forma condensed combined financial information is based on MICT’s accounting policies. Further review may identify additional differences between the accounting policies of MICT and Tingo. The unaudited pro forma adjustments and the 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 occurred had the transactions taken place on the dates noted, or of MICT’s future financial position or operating results.

Basis of Presentation

The unaudited pro forma condensed combined financial information set forth herein is based upon the historical financial statements of MICT and Tingo. The unaudited pro forma condensed combined financial information is presented as if the Business Combination had been completed on January 1, 2021 with respect to the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2022 and for the year ended December 31, 2021 and on September 30, 2022 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 business combination occurred as of the date 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 business combination.

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

Transaction Accounting Adjustments

Unaudited Pro Forma Condensed Combined Balance Sheet – As of September 30, 2022

The following pro forma adjustments give effect to the business combination.

Adjustments:

The $4,054,000,000 preliminary value of the Merger Consideration transferred was derived using a discounted cash flow analysis with the assistance of a third-party valuation expert.

The pro forma adjustments give effect to the forward acquisition accounting, and specifically (a) to recognize $670,038,000 of Tingo identified intangible assets (including $385,166,000 of software with a 7-year useful life, $193,761,000 of trade names and trademarks with a 17-year useful life and $91,111,000 related to the farmer cooperative with a 15-year useful life), which included $779,697 of historical intangible assets, plus $669,258,303 of incremental intangible assets; (b) to recognize $201,011,000 of Tingo deferred tax liabilities (associated with the identified intangible assets); (c) to recognize Tingo goodwill of $2,680,822,755; and (d) to recognize the $4,054,000,000 value of the Merger Consideration transferred to the accounting acquiree, including (i) $271,618,000 of Redeemable Series A Preferred Stock which is classified as temporary equity; (ii) $3,513,467,000 of Redeemable Series B Preferred Stock which is classified as temporary equity; and (iii) $268,915,000 of common stock (of which $25,784 was recorded as par value and $268,889,216 was recorded as additional-paid-in capital).

Unaudited Pro Forma Condensed Combined Statement of Operations For The Nine Months Ended September 30, 2022

Adjustments:

Unaudited Pro Forma Condensed Combined Statement of Operations For The Year Ended December 31, 2021

Adjustments:

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