UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

________________

SCHEDULE 14A

________________

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

Check the appropriate box:

MICT, INC.
(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION, DATED FEBRUARY 15, 2023

MICT, Inc.

28 West Grand Avenue, Suite 3

Montvale, NJ 07645

To the Stockholders of MICT, Inc.:

You are cordially invited to attend the special meeting (the “Special Meeting”) of MICT, Inc. (“MICT” or the “Company”) to be held virtually via live webcast on , 2023, beginning at [ ], Eastern Time.

1.      To approve and adopt an amendment to the MICT Amended and Restated Certificate of Incorporation, in the form appended to the accompanying proxy statement as Annex C, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 425,000,000 to [            ], which amendment is referred to as the “charter amendment” and which proposal is referred to as the “Charter Amendment Proposal”;

2.      To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock, upon conversion of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), which proposal is referred to as the “conversion proposal”; and

3.      To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal, which proposal is referred to as the “Adjournment Proposal.”

The board of directors of MICT has fixed the close of business on ______, 2023 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.

The MICT Board of Directors has unanimously determined and resolved that the Charter Amendment Proposal, the conversion proposal and the Adjournment Proposal, are advisable and fair to, and in the best interests of, MICT and its stockholders, and has approved the charter amendment and the conversion, subject to stockholder approval. Accordingly, the MICT Board of Directors unanimously recommends that MICT stockholders vote:

•        “FOR” the Charter Amendment Proposal;

•        “FOR” the conversion proposal; and

•        “FOR” the Adjournment Proposal.

Your vote is important.    More information about MICT and the Special Meeting is contained in the accompanying proxy statement. You are encouraged to read the accompanying proxy statement in its entirety.

Very truly yours,

The accompanying proxy statement is dated __________, 2023 and is first being mailed to the stockholders of MICT on or about ______________, 2023.

MICT, Inc.

28 West Grand Avenue, Suite 3

Montvale, NJ 07645

NOTICE OF SPECIAL MEETING
OF STOCKHOLDERS
TO BE HELD ON ____________, 2023

TO THE STOCKHOLDERS OF MICT, INC.:

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 virtually via live webcast on            , 2023, beginning at            , Eastern Time. You are cordially invited to attend the Special Meeting, which will be held for the following purposes:

1.      To approve and adopt an amendment to the MICT Restated Certificate of Incorporation, in the form appended to the accompanying proxy statement as Annex C, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 425,000,000 to [            ], which amendment is referred to as the “charter amendment” and which proposal is referred to as the “Charter Amendment Proposal”;

2.      To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock, upon conversion of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), which proposal is referred to as the “conversion proposal”; and

3.      To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal, which proposal is referred to as the “Adjournment Proposal.”

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 at the close of business on _______, 2023 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.

The MICT Board of Directors has unanimously determined and resolved that the charter amendment, the conversion are advisable and fair to, and in the best interests of, MICT and its stockholders. Accordingly, the MICT Board of Directors unanimously recommends that MICT stockholders vote:

•        “FOR” the Charter Amendment Proposal;

•        “FOR” the conversion proposal; and

•        “FOR” the Adjournment Proposal.

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.

Assuming a quorum is present at the Special Meeting, approval of the Charter Amendment Proposal requires the approval of the affirmative vote of the holders of a majority of the outstanding shares of MICT common stock entitled to vote thereon. Assuming a quorum is present at the Special Meeting, the conversion proposal requires the affirmative vote of the majority of the votes cast by stockholders present virtually or represented by proxy and entitled to vote on the matter at the Special Meeting. Assuming a quorum is present at the Special Meeting, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders present

virtually or represented by proxy and entitled to vote on the matter at the Special Meeting Whether or not you plan to virtually attend the Special Meeting, please vote by proxy over the internet or telephone using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to authorize the individuals named on your proxy card to vote your shares of MICT common stock at the Special Meeting. If you hold your shares through a broker, bank or other nominee in “street name” (instead of as a registered holder) please follow the instructions on the voting instruction form provided by your bank, broker or nominee to vote your shares. The list of MICT stockholders entitled to vote at the Special Meeting will be available at MICT’s headquarters during regular business hours for examination by any MICT stockholder for any purpose germane to the special meeting for a period of at least ten days prior to the Special Meeting. The stockholder list will also be available for examination during the special meeting via the Special Meeting website.

PLEASE VOTE AS PROMPTLY AS POSSIBLE, WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING, VIA THE SPECIAL MEETING WEBSITE. IF YOU LATER DESIRE TO REVOKE OR CHANGE YOUR PROXY FOR ANY REASON, YOU MAY DO SO IN THE MANNER DESCRIBED IN THE ACCOMPANYING PROXY STATEMENT. FOR FURTHER INFORMATION CONCERNING THE PROPOSALS BEING VOTED UPON, THE MERGER AGREEMENT, THE COMBINATION, USE OF THE PROXY AND OTHER RELATED MATTERS, YOU ARE URGED TO READ THE ACCOMPANYING PROXY STATEMENT.

By Order of the Board of Directors,

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 ______________, 2023 and is first being mailed to the stockholders of MICT on or about ______________, 2023.

TABLE OF CONTENTS

FREQUENTLY USED TERMS

Unless otherwise indicated or the context otherwise requires, when used in this proxy statement:

•        “Adjournment Proposal” refers to the proposal for MICT stockholders to approve the adjournment of the Special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve any of the proposals;

•        “Amended and Restated Certificate of Incorporation” refers to the amended and restated certificate of incorporation of MICT, dated as of May 10, 2022;

•        “Business Day” refers to any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business, excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day;

•        “Charter Amendment Proposal” refers to the proposal for MICT stockholders to approve and adopt the amendment to the Amended and Restated Certificate of Incorporation;

•        “Code” refers to the Internal Revenue Code of 1986, as amended;

•        “Combination” refers to the merger;

•        “Combined Company” refers to MICT following the completion of the Combination;

•        “Combined Company Board” refers to the board of directors of the Combined Company;

•        “Common Stock” refers to the common stock, par value $0.001 per share, of MICT;

•        “conversion proposal” refers to the proposal for MICT stockholders to approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock, upon conversion of the Company’s Series A Preferred Stock, par value $0.001 per share;

•        “DGCL” refers to the General Corporation Law of the State of Delaware;

•        “Exchange Act” refers to the Securities Exchange Act of 1934, as amended;

•        “GAAP” or “U.S. GAAP” refers to U.S. generally accepted accounting principles;

•        “Merger” refers to the merger of Merger Sub with and into Tingo BVI Sub, with Merger Sub continuing as the surviving company;

•        “Merger Agreement” refers to the Second Amended and Restated Agreement and Plan of Merger, dated as of October 6, 2022, as it may be amended from time to time, by and among MICT, MICT Merger Sub, Inc., a Nevada corporation and wholly owned subsidiary of MICT, Tingo, Darren Mercer, an individual, in the capacity as the representative from and after the Closing for the stockholders of MICT, and Dozy Mmobuosi, an individual, in the capacity as the representative of the Tingo Stockholders from and after the Closing as of immediately prior to the Closing;

•        “Merger Sub” refers to MICT Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of MICT, formed for the purpose of effecting the Combination;

•        “MICT” refers to MICT, Inc., a Delaware corporation;

•        “MICT Board of Directors” refers to the board of directors of MICT;

•        “MICT Bylaws” refers to the Amended and Restated Bylaws of MICT;

•        “MICT Recommendation” refers to the recommendation of the MICT Board of Directors that holders of shares of MICT Common Stock approve the MICT Charter Amendment Proposal and the conversion proposal;

•        “MICT Stockholders” refer to holders of MICT capital stock;

•        “Nasdaq” refers to the Nasdaq Capital Market;

•        “Original Merger Agreement” refers to the Agreement and Plan of Merger, dated as of May 10, 2022, as it may be amended from time to time, by and among MICT, Merger Sub, and Tingo;

•        “PRC” means the People’s Republic of China;

•        “Record Date” refers to            , 2023;

•        “RMB” refers to Renminbi, the currency of PRC;

•        “SEC” refers to the U.S. Securities and Exchange Commission;

•        “Securities Act” refers to the Securities Act of 1933, as amended;

•        “Special Meeting” refers to the special meeting of MICT stockholders to consider and vote upon the Charter Amendment Proposal, the conversion proposal and the Adjournment Proposal;

•        “Tingo” refers to Tingo, Inc., a Nevada corproation;

•        “Tingo Board of Directors” refers to the board of directors of Tingo;

•        “Tingo Common Stock” collectively refers to (i) Class A common stock, par value $0.001 per share; and (ii) Class B common stock, par value $0.001 per share, of Tingo;

•        “Transactions” refers to the Merger Agreement and transactions contemplated therein;

•        “VIE” refers to variable interest entity;

•        “VIE Agreements” are the agreements the Company entered into with one insurance brokerage company, Beijing Fucheng, an insurance agency company, All Weather and Tianjin Dibao Technology Development Co. Ltd., to conduct its insurance brokerage and agency businesses. Under GAAP, because of our contractual rights under the VIE Agreements, MICT is considered the primary beneficiary of the VIE, and MICT is able to include the VIE’s financial statements as part of MICT’s consolidated financial statements. However, while these agreements are intended to provide MICT with the equivalent of control of the VIE, they do not give MICT any equity interest in the VIE and because MICT does not have any equity interest in, direct foreign investment in or control over the VIE, our contractual rights under the VIE Agreements are not the same as actual ownership, and we cannot assure you that we will be able to exercise control over the VIE; and

•        “WFOE” or “PRC Subsidiary,” which is a wholly foreign owned entity and is a corporation organized under the laws of the PRC which is wholly owned by us, through our subsidiaries. Our WFOE is Bokefa Petroleum and Gas Co. Limited which we refer to as Bokefa.

REFERENCES TO ADDITIONAL INFORMATION

The accompanying proxy statement incorporates important business and financial information about MICT, Inc., a Delaware corporation (“MICT”) and Tingo, Inc., a Nevada corporation (“Tingo”) from other documents that MICT and Tingo have filed with the U.S. Securities and Exchange Commission (“SEC”) and that are not contained in and are instead incorporated by reference in the accompanying proxy statement. For a list of documents incorporated by reference in the accompanying proxy statement, see “Where You Can Find More Information.” This information is available for you, without charge, to review through the SEC’s website at www.sec.gov.

You may request a copy of the accompanying proxy statement, any of the documents incorporated by reference in the accompanying proxy statement or other information filed with the SEC by MICT, without charge, by written or telephonic request directed to the appropriate company at the following contacts:

MICT, Inc.
Attention: Moran Amran, Controller

Email: moran@mict-inc.com
28 West Grand Avenue, Suite 3
Montvale, NJ 07645

In order for you to receive timely delivery of the documents in advance of the special meeting of MICT stockholders to be held on            , 2023, which is referred to as the “special meeting,” you must request the information no later than, 2023.

If you have any questions about the Special Meeting or need to obtain proxy cards or other information, please contact the applicable company’s proxy solicitor at the following contacts:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MICT@investor.morrowsodali.com

The contents of the websites of the SEC, MICT, Tingo or any other entity are not incorporated in the accompanying proxy statement. The information about how you can obtain certain documents that are incorporated by reference in the accompanying proxy statement at these websites is being provided only for your convenience.

NOTE ON PRESENTATION OF FINANCIAL STATEMENTS AND DISCLOSURE

IN THIS PROXY STATEMENT

MICT’s audited financial statements as of and for the years ended December 31, 2021 and 2020 and unaudited financial statements as of September 30, 2022 and for the nine months ended September 30, 2022 and 2021, included in this proxy statement were prepared, as stated therein, in accordance with U.S. Generally Accepted Accounting Principles (“U.S. GAAP”).

This proxy statement also includes unaudited pro forma condensed combined financial information for the nine months ended September 30, 2022 and the year ended December 31, 2021 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, 2022 actually includes the results of Tingo for the nine months ended September 30, 2022 and the year ended December 31, 2021. See “Unaudited Pro Forma Condensed Combined Financial Information” included elsewhere in this proxy statement.

Rounding

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 “MICT’s 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 is a holding company. As a holding company with no material operations of MICT’s own, MICT conduct a substantial majority of MICT’s operations through MICT’s VIEs in the PRC. MICT receives the economic benefits of MICT’s VIE’s business operations through certain contractual arrangements; however, MICT’s rights under the VIEs Agreements do not provide MICT with an equity interest in MICT’s VIEs and is not the same as actual ownership. The Chinese regulatory authorities could disallow MICT’s structure, which could result in a material change in MICT’s operations and the value of MICT’s securities could decline or become worthless.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement, and the documents incorporated by reference into this proxy statement, includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 27A of the Securities Act, Section 21E of the Exchange Act and the Private Securities Litigation Reform Act of 1995, which are referred to as the “safe harbor provisions.” Statements contained or incorporated by reference in this proxy statement that are not historical facts are forward-looking statements, including statements regarding MICT’s business and future financial and operating results, and other aspects of MICT’s or Tingo’s operations or operating results. Words such as “may,” “should,” “will,” “believe,” “expect,” “anticipate,” “target,” “project,” and similar phrases that denote future expectations or intent regarding MICT’s or Tingo’s financial results, operations, and other matters are intended to identify forward-looking statements that are intended to be covered by the safe harbor provisions. Investors are cautioned not to rely upon forward-looking statements as predictions of future events. The outcome of the events described in these forward-looking statements is subject to known and unknown risks, uncertainties, and other factors that may cause future events to differ materially from the forward-looking statements in this report, including:

•        risks relating to fluctuations of the market value of MICT Common Stock, including as a result of uncertainty as to the long-term value of the common stock of MICT or as a result of broader stock market movements;

•        MICT stockholders who receive shares of MICT Common Stock as a result of the conversion will have rights as MICT common stockholders that differ from their current rights as preferred stockholders;

•        failure to attract, motivate and retain executives and other key employees;

•        disruptions in the business of MICT, which could have an adverse effect on their respective businesses and financial results; and

•        the unaudited pro forma condensed combined financial information in this proxy statement is presented for illustrative purposes only and may not be reflective of the operating results and financial condition of the Combined Company.

The forward-looking statements contained in this proxy statement are also subject to additional risks, uncertainties, and factors, including those described in MICT’s and Tingo’s most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q and other documents filed by either of them from time to time with the SEC. See the section titled “Where You Can Find More Information.”

The forward-looking statements included in this report are made only as of the date hereof. MICT does not undertake to update, alter or revise any forward-looking statements made in this report to reflect events or circumstances after the date of this report or to reflect new information or the occurrence of unanticipated events, except as required by law.

The following questions and answers briefly address some questions that you, as a MICT stockholder, may have regarding the matters being considered at the Special Meeting.    You are urged to carefully read this proxy statement and the other documents referred to in this proxy statement in their entirety because this section may not provide all the information that is important to you regarding these matters. See “Summary” for a summary of important information regarding the Special Meeting. Additional important information is contained in the annexes to, and the documents incorporated by reference in, this proxy statement. You may obtain the information incorporated by reference in this proxy statement, without charge, by following the instructions in the section titled “Where You Can Find More Information.”

Why am I receiving this proxy statement?

We sent you this proxy statement because our Board of Directors is soliciting your proxy to vote at the Special Meeting that MICT is holding, in order to seek stockholder approval on certain matters following with our December 2022 business combination (the “Combination”) with Tingo and as described in further detail herein. This proxy statement summarizes the information you need to vote at the Special Meeting. You do not need to attend the Special Meeting to vote your shares.

What is being voted on?

You are being asked to vote on three proposals:

1.      To approve and adopt an amendment (the “Amendment”) to the MICT Amended and Restated Certificate of Incorporation, in the form appended to the accompanying proxy statement as Annex C, to increase the number of authorized shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), from 425,000,000 to [            ], which amendment is referred to as the “charter amendment” and which proposal is referred to as the “Charter Amendment Proposal”;

2.      To approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of Common Stock, upon conversion of the Company’s Series A Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), which proposal is referred to as the “conversion proposal”; and

3.      To approve the adjournment of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal, which proposal is referred to as the “Adjournment Proposal.

When are this proxy statement and the accompanying materials scheduled to be sent to stockholders?

On or about [            ], 2023, we will begin mailing our proxy materials, including the Notice of the Special Meeting, this proxy statement, and the accompanying proxy card or, for shares held in street name (i.e., shares held for your account by a broker or other nominee), a voting instruction form.

When and where will the Special Meeting take place?

The Special Meeting will be held virtually via a live, audio-only webcast on            , 2023, beginning at            , Eastern Time. There will not be a physical meeting location. In light of continuing public health and travel concerns arising from the coronavirus (COVID-19) outbreak, MICT believes hosting a virtual meeting helps ensure the health and safety of its stockholders, the MICT Board of Directors and MICT management. Additionally, the virtual nature of the Special Meeting is generally designed to enable participation of and access by more of MICT. MICT stockholders will be able to virtually attend and vote at the Special Meeting by visiting            , which is referred to as the “Special meeting website.” In order to virtually attend and vote at the Special Meeting, you will need the 16-digit control number located on your proxy card. If you hold your shares of Common Stock in “street name,” you may virtually attend and vote at the Special Meeting only if you obtain a specific control number from your brokerage firm, bank, dealer or other similar organization, trustee, or nominee giving you the right to vote such shares.

When is the record date for the Special Meeting?

The record date for determination of stockholders entitled to vote at the Special Meeting is the close of business on [            ], 2023, which we refer to as the “record date.”

Who is entitled to vote at each special meeting?

All holders of record of shares of MICT Common Stock who held shares at the close of business on            , 2023, the MICT record date, are entitled to receive notice of, and to vote at, the Special Meeting. Virtual attendance at the Special Meeting via the Special Meeting website is not required to vote. See below and the section titled “The Special Meeting — Methods of Voting” for instructions on how to vote without virtually attending the Special Meeting.

Does my vote matter?

Yes, your vote is very important, regardless of the number of shares that you own. The conversion cannot be completed unless the Charter Amendment Proposal and the conversion proposal are approved by MICT stockholders.

How does the MICT Board of Directors recommend that I vote at the Special Meeting?

The MICT Board of Directors has unanimously determined and resolved that the charter amendment and the conversion are advisable, and in the best interests of, MICT and the MICT stockholders, and has approved the charter amendment and the conversion. Accordingly, the MICT Board of Directors unanimously recommends that MICT stockholders vote “FOR” the Charter Amendment Proposal, “FOR” the conversion proposal and “FOR” the Adjournment Proposal.

Will stockholders have the ability to unwind the Combination if they do not approve the Conversion Proposal?

No, the Combination closed on December 1, 2022, and stockholder approval of the conversion proposal was not a condition to the Combination. If we do not receive stockholder approval for the conversion proposal, the Series A Preferred Stock will not convert into MICT Common Stock, but this will not have the effect of unwinding the Combination.

If stockholders have not approved the conversion of the Series A Preferred Stock into Common Stock by June 30, 2023 (the “Trigger Date”), then, (i) all issued and outstanding shares of Series A Preferred Stock will be immediately and automatically redeemed by MICT, and all accrued and unpaid dividends thereon to the date of redemption extinguished, in consideration of the right to receive an aggregate amount, in respect of all shares of Series A Preferred Stock, of $1.00 in cash, and (ii) MICT shall, within ten (10) Business Days following the Trigger Event, cause Tingo LLC, a wholly-owned subsidiary of MICT (“Delaware Sub”), to issue to Tingo, the amount of membership interests of Delaware Sub as needed to cause Tingo, to own 27% of the total issued and outstanding membership interests of Delaware Sub, subject to the terms of the Series A Preferred Stock Certificate of Designations.

Will the Common Stock issuable upon the conversion of the Series A Preferred Stock have preemptive rights?

No, if the conversion proposal is approved, the shares of Common Stock issuable upon the conversion of the Series A Preferred Stock will not have preemptive rights.

What is a proxy?

A proxy is a stockholder’s legal designation of another person to vote shares owned by such stockholder on their behalf. If you are a stockholder of record, you can vote by proxy over the internet or by mail by following the instructions provided in the enclosed proxy card, or, by telephone if you are MICT stockholder of record. If you hold shares beneficially through a broker, bank or other nominee in “street name,” you should follow the voting instructions provided by your broker, bank or other nominee.

How many votes do I have at the Special meeting?

Each MICT stockholder is entitled to one vote on each proposal for each share of Common Stock held of record at the close of business on the record date. At the close of business on the record date, there were            shares of Common Stock outstanding.

What constitutes a quorum for the Special meeting?

A quorum is the minimum number of shares required to be represented, either through virtual attendance or through representation by proxy, to hold a valid meeting.

The holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting must be present in person or represented by proxy in order to constitute a quorum for the transaction of business at the Special Meeting. Virtual attendance at the Special Meeting will constitute presence in person for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting. Abstentions will count as votes present and entitled to vote for the purpose of determining the presence of a quorum for the transaction of business at the Special Meeting.

Since the Charter Amendment Proposal is considered a routine matter, shares held in “street name” through a broker, bank or other nominee will be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals.

How can I vote my shares at the Special Meeting?

Shares held directly in your name as a MICT stockholder of record may be voted at the Special Meeting via the Special Meeting website at [  ]. You will need the 16-digit control number included on your proxy card in order to access and vote via the Special Meeting website as described in the section titled “The Special Meeting — Virtually Attending the Special Meeting.”

If you hold your shares through a stockbroker, nominee, fiduciary or other custodian you may also be able to vote through a program provided through Broadridge Financial Solutions (“Broadridge”) that offers Internet voting options. If your shares are held in an account at a brokerage firm or bank participating in the Broadridge program, you are offered the opportunity to elect to vote via the Internet. Votes submitted via the Internet through the Broadridge program must be received by 11:59 p.m. Eastern Time on            , 2023. See the section titled “The Special Meeting — Virtually Attending the Special Meeting.”

Even if you plan to virtually attend the Special Meeting via the Special Meeting website, MICT recommends that you vote by proxy in advance as described below so that your vote will be counted if you later decide not to or become unable to virtually attend the Special Meeting .

For additional information on virtually attending the Special Meeting , see the section titled “The Special Meeting.”

How can I vote my shares without virtually attending the Special Meeting?

Whether you hold your shares directly as a stockholder of record of MICT or beneficially in “street name,” you may direct your vote by proxy without virtually attending the Special Meeting.

If you are a stockholder of record, you can vote by proxy:

•        by Internet 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on            , 2023 (have your proxy card in hand when you visit the website);

•        by telephone in accordance with the instructions on your proxy card, until 11:59 p.m. Eastern Time on            , 2023 (have your proxy card in hand when you call); or

•        by completing and mailing your proxy card in accordance with the instructions provided on the proxy card.

If you hold shares beneficially in “street name,” you should follow the voting instructions provided by your bank, broker, or other nominee. If you hold your shares through a stockbroker, nominee, fiduciary or other custodian you may also be able to vote through a program provided through Broadridge that offers Internet voting options. If your shares are held in an account at a brokerage firm or bank participating in the Broadridge program, you are offered the opportunity to elect to vote via the Internet. Votes submitted via the Internet through the Broadridge program must be received by 11:59 p.m. Eastern Time on            , 2023.

For additional information on voting procedures, see the section titled “The Special Meeting.”

What is a “broker non-vote”?

Under Nasdaq rules, banks, brokers and other nominees may use their discretion to vote “uninstructed” shares (i.e., shares of record held by banks, brokers or other nominees, but with respect to which the beneficial owner of such shares has not provided instructions on how to vote on a particular proposal) with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. The conversion proposal and Adjournment Proposal are “non-routine” matters.

A “broker non-vote” occurs on a proposal when (i) a broker, bank or other nominee has discretionary authority to vote on one or more proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the broker, bank or other nominee with such instructions. Because the conversion proposal and Adjournment Proposal are currently expected to be voted on at the Special Meeting are non-routine matters for which brokers do not have discretionary authority to vote, the Charter Amendment Proposal is the only matter MICT expects there to be broker non-votes for.

What stockholder vote is required for the approval of each proposal at the Special Meeting? What will happen if I fail to vote or abstain from voting on each proposal at the Special Meeting?

Proposal 1: MICT Charter Amendment Proposal

Assuming a quorum is present at the Special Meeting, approval of the Charter Amendment Proposal requires the affirmative vote of the holders of Common Stock representing at least a majority of the outstanding shares of Common Stock entitled to vote thereon. If you are a MICT stockholder and fail to vote, fail to instruct your bank, broker or other nominee to vote with respect to the Charter Amendment Proposal, or abstain from voting, it will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

Proposal 2: Conversion Proposal

Assuming a quorum is present at the Special Meeting, the conversion proposal requires the affirmative vote of the majority of the votes cast by stockholders present virtually or represented by proxy and entitled to vote on the matter at the Special Meeting. An MICT stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the conversion proposal.

Proposal 3: Adjournment Proposal

Assuming a quorum is present at the Special Meeting, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders present virtually or represented by proxy and entitled to vote on the matter at the Special Meeting.

Any shares not present or represented by proxy (including due to the failure of a MICT stockholder who holds shares in “street name” through a bank, broker or other nominee to provide voting instructions with respect to any proposals at the Special meeting to such bank, broker or other nominee) will have no effect on the outcome of the Adjournment Proposal, provided that a quorum is otherwise present. An abstention or other failure of any shares present or represented by proxy to vote on the Adjournment Proposal will have no effect on the Adjournment Proposal.

What is the difference between holding shares as a stockholder of record and as a beneficial owner of shares held in “street name”?

If your shares of Common Stock are registered directly in your name with the transfer agent of MICT, you are considered the stockholder of record with respect to those shares. As the stockholder of record, you have the right to vote directly at the Special Meeting. You may also grant a proxy directly to MICT, or to a third party to vote your shares at the Special Meeting.

If your shares of Common Stock are held by brokerage firm, bank, dealer or other similar organization, trustee, or nominee, you are considered the beneficial owner of shares held in “street name.” Your brokerage firm, bank, dealer or other similar organization, trustee, or nominee will send you, as the beneficial owner, a package describing the procedures for voting your shares. You should follow the instructions provided by your brokerage firm, bank, dealer or other similar organization, trustee, or nominee to vote your shares.

In order to virtually attend and vote at the Special Meeting via the Special Meeting website you should follow the voting instructions provided by your bank, broker or other nominee. If you hold your shares of Common Stock through a stockbroker, nominee, fiduciary or other custodian you may also be able to vote through a program provided through Broadridge that offers Internet voting options. If your shares of Common Stock are held in an account at a brokerage firm or bank participating in the Broadridge program, you are offered the opportunity to elect to vote via the Internet. Votes submitted via the Internet through the Broadridge program must be received by 11:59 p.m. Eastern Time on            , 2023.

If my shares of Common Stock are held in “street name” by my brokerage firm, bank, dealer or other similar organization, trustee, or nominee, will my brokerage firm, bank, dealer or other similar organization, trustee, or nominee automatically vote those shares for me?

No. Your bank, broker or other nominee will only be permitted to vote your shares of Common Stock at the Special Meeting if you instruct your bank, broker or other nominee. You should follow the procedures provided by your bank, broker or other nominee regarding the voting of your shares. Banks, brokers and other nominees who hold shares of Common Stock in “street name” for their customers have authority to vote on “routine” proposals when they have not received instructions from beneficial owners. However, banks, brokers and other nominees are prohibited from exercising their voting discretion with respect to non-routine matters, which includes the conversion proposal and Adjournment Proposal. As a result, absent specific instructions from the beneficial owner of such shares, banks, brokers and other nominees are not empowered to vote such shares.

What should I do if I receive more than one set of voting materials for the Special Meeting?

If you hold shares of Common Stock in “street name” and also directly in your name as a stockholder of record or otherwise, or if you hold shares of Common Stock in more than one brokerage account, you may receive more than one set of voting materials relating to the Special Meeting.

Record Holders.    For shares held directly, please vote by proxy over the internet or, if you are a MICT stockholder, by telephone, using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, in order to ensure that all of your shares of Common Stock are voted.

Shares Held in “Street Name.”    For shares held in “street name” through a bank, broker or other nominee, you should follow the procedures provided by bank, broker or other nominee to submit a proxy or vote your shares.

If a stockholder gives a proxy, how are the shares of Common Stock voted?

Regardless of the method you choose to vote, the individuals named on the enclosed proxy card will vote your shares of Common Stock in the way that you indicate. For each item before the Special Meeting, you may specify whether your shares of Common Stock should be voted “for” or “against,” or abstain from voting.

For more information regarding how your shares will be voted if you properly sign, date and return a proxy card, but do not indicate how your Common Stock should be voted, see below “— How will my shares be voted if I return a blank proxy?”

How will my shares be voted if I return a blank proxy?

If you sign, date and return your proxy and do not indicate how you want your shares of Common Stock to be voted, then your shares of Common Stock will be voted in accordance with the recommendation of the MICT Board of Directors: “FOR” the Charter Amendment Proposal, “FOR” the conversion proposal and “FOR” the Adjournment Proposal.

Can I change my vote after I have submitted my proxy?

Any MICT stockholder giving a proxy has the right to revoke the proxy and change their vote before the proxy is voted at the Special Meeting by doing any of the following:

•        subsequently submitting a new proxy for the Special Meeting that is received by the deadline specified on the accompanying proxy card;

•        giving written notice of your revocation to MICT’s Corporate Secretary; or

•        virtually attending and voting at the Special Meeting via the Special Meeting website. Note that a proxy will not be revoked if you attend, but do not vote at, the Special Meeting .

Execution or revocation of a proxy will not in any way affect your right to virtually attend and vote at the Special Meeting via the Special Meeting website. See the section titled “The Special Meeting — Revocability of Proxies.”

If I hold my shares in “street name,” can I change my voting instructions after I have submitted voting instructions to my bank, broker or other nominee?

If your shares are held in the name of a bank, broker or other nominee and you previously provided voting instructions to your bank, broker or other nominee, you should follow the instructions provided by your bank, broker or other nominee to revoke or change your voting instructions.

Where can I find the voting results of the Special Meeting?

The preliminary voting results for the Special Meeting are expected to be announced at the Special Meeting. In addition, within four Business Days following certification of the final voting results, MICT will file the final voting results of the Special Meeting (or, if the final voting results have not yet been certified, the preliminary results) with the SEC on a Current Report on Form 8-K.

Do MICT stockholders have dissenters’ or appraisal rights?

The stockholders of MICT are not entitled to appraisal rights in connection with the proposals at the Special Meeting under Delaware law.

What happens if I sell my shares of Common Stock after the record date but before the Special Meeting?

The record date is earlier than the date of the Special Meeting. If you sell or otherwise transfer your shares of Common Stock after the record date but before the Special Meeting, you will, unless special arrangements are made, retain your right to vote at the Special Meeting.

Who will solicit and pay the cost of soliciting proxies?

MICT has engaged Morrow Sodali LLC, which is referred to as “Morrow,” to assist in the solicitation of proxies for the Special Meeting. MICT estimates that it will pay Morrow a fee of approximately $            , plus reimbursement for certain out-of-pocket fees and expenses. MICT has agreed to indemnify Morrow against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

MICT also may reimburse banks, brokers and other custodians, nominees and fiduciaries or their respective agents for their expenses in forwarding proxy materials to beneficial owners of Common Stock. MICT directors, officers and employees also may solicit proxies by telephone, by electronic means or in person. They will not be paid any additional amounts for soliciting proxies.

What should I do now?

You should read this proxy statement carefully and in its entirety, including the annexes. Then, you may vote by proxy over the internet or by telephone, using the instructions included with the accompanying proxy card, or promptly complete your proxy card and return it in the enclosed postage-paid envelope, so that your shares will be voted in accordance with your instructions.

How can I find more information about MICT?

You can find more information about MICT from various sources described in the section titled “Where You Can Find More Information.”

Whom do I call if I have questions about the Special Meeting?

If you have questions about the Special Meeting, or desire additional copies of this proxy statement or additional proxies, you may contact MICT’s proxy solicitor:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MICT@investor.morrowsodali.com

THE PARTIES TO THE COMBINATION

MICT, Inc.

MICT is a financial technology business principally focused on the growth and development technology company currently selling insurance products across approximately 130 insurance business branches in China, with planned expansion into additional markets. MICT has developed highly scalable proprietary platforms for insurance products (B2B, B2B2C and B2C) and financial services/products (B2C), the technology for which is highly adaptable for other applications and markets. MICT has acquired and holds the requisite license and approvals with the Hong Kong Securities and Futures Commission to deal in securities and provide securities advisory and asset management services. MICT also has memberships/registrations with the Hong Kong Stock Exchange, the London Stock Exchange and the requisite Hong Kong and China Direct clearing companies. MICT’s financial services business and first financial services product, the Magpie Invest app, is able to trade securities on NASDAQ, NYSE, TMX, HKSE, China Stock Connect, LSE, the Frankfurt Stock Exchange and the Paris Stock Exchange. MICT shares have been listed for trading on The Nasdaq Capital Market under the symbol “MICT” since April 29, 2013.

Since July 1, 2020, after MICT completed its acquisition of GFHI (the “GFHI Acquisition”) pursuant to the Agreement and Plan of Merger entered into on November 7, 2019 by and between MICT, GFHI, Global Fintech Holding Ltd. (“GFH”), a British Virgin Islands company and the sole shareholder of GFH Intermediate Holdings Ltd. (“GFHI” or “Intermediate”), and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020 (the “Restated Merger Agreement” or “Merger”), MICT has been operating in the financial technology sector. GFHI is a financial technology company with a marketplace in China, as well as other areas of the world and is currently in the process of building various platforms for business opportunities in different verticals and technology segments in order to capitalize on such technology and business. GFHI plans to increase its capabilities and its technological platforms through acquisition and licensing technologies to support its growth efforts in the different market segments.

Following Intermediate’s acquisition of Magpie Securities Limited (“Magpie”), a Hong Kong securities and investment services firm, on February 26, 2021 and the subsequent receipt of regulatory approval from the Hong Kong Securities and Futures Commission, Magpie is licensed to deal in securities, futures and options, and also undertake the business of securities advisory services and asset management.

Intermediate launched Magpie Invest, a global stock trading app, on September 15, 2021, through its wholly owned subsidiary, Magpie. It is a proprietary technology investment trading platform that is currently operational in Hong Kong. Magpie’s technology allows the platform to currently connect to seven major stock exchanges with the ability to quickly connect to other exchanges as the business need arises.

Prior to July 1, 2020, MICT operated primarily through its Israel-based then majority-owned subsidiary, Micronet. 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 are designed to 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. Furthermore, users are able to manage the drivers in various aspects, such as: driver behavior, driver identification, reporting hours worked, customer/organization working procedures and protocols, route management and navigation based on tasks and time schedule. End users may also receive real time messages for various services, such as pickup and delivery, repair and maintenance, status reports, alerts, notices relating to the start and ending of work, digital forms, issuing and printing of invoices and payments. Through its SmartHub product, Micronet provides its consumers with services such as driver recognition, identifying and preventing driver fatigue, recognizing driver behavior, preventive maintenance, fuel efficiency and an advanced driver assistance system. In addition, Micronet provides TSPs a platform to offer services such as “Hours of Service.” Micronet previously commenced and continues to evaluate integration with other TSPs. MICT’s effective ownership interest of Micronet as of December 31, 2022, is 31.47%. On May 9, 2021, following the exercise of options by certain minority stockholders, the MICT’s ownership interest of Micronet was diluted to 49.88% and as a result the MICT is no longer required to consolidate Micronet’s financial statements with the MICT’s and include Micronet’s operating results in its financial statements.

MICT’s Insurance Business Platform

MICT is a holding company, that operates through its VIEs entities and MICT’s subsidiaries, including one insurance brokerage company, Beijing Fucheng, and two insurance agency companies, All Weather and Guangxi Zhongtong, MICT conducts insurance brokerage and agency businesses in China and operates an online platform for sales of a wide range of insurance products, including, but not limited to, automobile insurance, property and liability insurance, life insurance and health insurance, which products are underwritten by over forty insurance companies in China.

Our operations are conducted by Beijing Fucheng, and two insurance agency companies, All Weather and Guangxi Zhongtong. Bokefa, which is our WFOE, provides loans in the amount of up to $4,700,000 and $6,125,000 to the registered shareholders of All Weather and Guangxi Zhongtong, respectively.

The loans should be used solely by VIEs for operating expenses. Bokefa agrees to provide exclusive technical consulting and support services to VIEs, in return, VIEs agree to pay service fees to Bokefa.

As of the date of this proxy statement, there was no dividends or distributions that a subsidiary or consolidated VIE have made to the holding company. Also, we have not paid any cash dividends to stockholders. The declaration of any future cash dividend will be at the discretion of our board of directors and will depend upon our earnings, if any, our capital requirements and financial position, the general economic conditions, and other pertinent conditions. It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Products and Services

MICT started to set up its insurance business team in China in November 2020. MICT entered into VIE Agreements with one insurance brokerage company, Beijing Fucheng, and two insurance agency companies, All Weather and Guangxi Zhongtong, to conduct its insurance brokerage and agency businesses. As of the date of this Annual Report, MICT has approximately 130 insurance business branches in China and a business operation team with approximately 500 employees. In addition, MICT has established collaboration relationships with leading insurance companies in China, such as The People’s Insurance Company of China Limited, Ping An Insurance, Pacific Insurance, Sunshine Insurance and Dadi Insurance. For the year ended December 31, 2021, MICT generated income from sales of insurance products through insurance agents, which is the traditional sales model, aka “B (business) to A (agent)” model, and recognized $42.3 million of revenues in this insurance segment.

MICT sells insurance products, mainly consisting of automobile insurance, property and liability insurance products, life insurance products and health insurance products, all of which are underwritten by insurance companies in China.

Automobile Insurance Products

MICT’s primary insurance products are automobile insurance. The standard automobile insurance policies MICT sells typically have a term of one year and cover damages caused to the insured vehicle from collision and other traffic accidents, falling or flying objects, fire, explosion and natural disasters. MICT also sell standard third-party liability insurance policies, which cover bodily injury and property damage caused in an accident involving an insured vehicle to a person not in the insured vehicle.

Property and Liability Insurance Products

MICT also offers commercial property insurance and liability insurance products. The commercial property insurance policies MIC sells typically cover damages to the insured property caused by fire, explosion, thunder and lightning. Comprehensive commercial property insurance policies generally cover damage, to the insured property caused by fire, explosion and certain natural disasters.

The liability insurance products MICT sells are primarily product liability and employer’s liability insurance products. These products generally cover losses to third parties due to the misconduct or negligence of the insured party but exclude losses due to fraud or the wilful misconduct of the insured party.

Life Insurance Products

The life insurance products MICT offers can be broadly classified into three categories, as set forth below. Due to constant product innovation by insurance companies, some of the insurance products MICT offers combine features of one or more of the following categories:

•        Individual Whole Life Insurance.    The individual whole life insurance products MICT sells provide insurance for the insured’s entire life in exchange for the periodic payment of fixed premiums over a pre-determined period. The face amount of the policy or, for some policies, the face amount plus accumulated interests, is paid upon the death of the insured.

•        Individual Term Life Insurance.    The individual term life insurance products MICT sells provide insurance for the insured for a specified time period or until the attainment of a certain age, in return for the periodic payment of fixed premiums over a pre-determined period. Term life insurance policies generally expire without value if the insured survives the coverage period.

•        Group Life Insurance.    MICT sells several group life insurance products, including group health insurance. These group products generally have a policy period of one year and require a single premium payment.

Health Insurance Products

The health insurance products MICT sells generally have a policy period of one year and require a single premium payment. These products generally cover medical expenses that arise due to an illness or casualty. The products MICT offers primarily include hospitalization subsidy insurance, group health insurance, group travel casualty insurance and group insurance for senior citizens.

Other Innovative Insurance Products

MICT has also worked together with a number of insurance companies to develop proprietary insurance products, such as student safety insurance, migrant ‘workers’ wage guarantee insurance, golf sports insurance and loan credit guarantee insurance.

Services

In order to enhance customer satisfaction, MICT also provides customers with insurance plan proposal and claim service. Based on risk characteristics of the customer, MICT conducts an in-depth analysis of the risks a customer may encounter, and then uses the analysis as the basis to develop a customized risk management and transfer plan for the customer.

Additionally, as competition among insurance companies in China intensifies, some insurance companies have started to outsource their claim settlement functions to insurance claims adjusting companies. MICT has been providing its customers with insurance adjustment service.

Insurance Platform

Since the beginning of 2021, MICT has started to develop and build an online platform to help insurance brokers with client management and insurance policy sales. This platform supports insurance core data storage, policy management, insurance policy issuance, insurance agent management and service management, and auto insurance after-market (repair and maintenance for members) service management. This platform can be accessed as a mobile application from smart phones and as a built-in program on WeChat. Revenues streams for the insurance platform come from commissions earned on insurance sales, as well as from finance fees, insurer marketing fees and receiving monetization of MICT’s big data technology.

Customers

Through the VIE entities and its subsidiaries, MICT sells insurance products and provides insurance proposal and claim services to both individual and institutional customers, including but not limited to automobile owners, small, medium and large companies, employers, employees, students and their parents, migrant workers, golf players and so on. By providing quality insurance products and premium services to customers, MICT strives to build a loyal customer base.

Licenses

The VIE entities and MICT’s subsidiaries have obtained necessary approvals and licenses from the relevant PRC regulatory entities to operate insurance brokerage and agency business in China. MICT is the only company in China that has National Insurance Brokerage License, the National and Regional Insurance Agency License and the Insurance Adjuster License. The National Insurance Brokerage License enables us not only to sell policies to customers across the most developed China both online and offline, but also to design and develop insurance products and policies by ourselves as broker, which products and policies are underwritten by insurance companies, to better meet customers’ needs. The Insurance Agency License allows us to process the business all over China and locally at designated provinces by connecting to numerous insurance companies and sell a variety of existing insurance products and policies. Insurance Adjuster License allows us to inspect property damage or personal injury claims and collect information from all parties involved and assess the amount of insurance claims. Lastly but not least, MICT is also licensed to operate insurance brokerage and agency business through internet, which enable us to promote MICT’s products and service online to establish a cost-efficient, scalable and sustainable customer acquisition model.

Currently, Beijing Fucheng has valid National Insurance Brokerage License, and All Weather and Guangxi Zhongtong hold valid National and Regional Insurance Agency Licenses and Insurance Adjuster License. The relevant entities have also obtained the ICP licenses to conduct insurance transactions online, which allows customer to evaluate and purchase insurance products and/or receive customer services online.

Competitive Strengths

MICT believes the following strengths contribute to its success and differentiate MICT from its competitors:

•        Strong and Proven Execution Capabilities.    MICT has around 500 employees, including 450 insurance sales staff, 30 technical staffs and 20 senior management staff. Most of them have over 10 years of experience in insurance industry. These employees are located in MICT’s approximately 130 branches across the country. MICT’s management team has a long track record of operating through large retail stores in China. MICT also has the advantage of being able to sign deals with those people and bring huge amounts of new stores, which are MICT’s new insurance sales channels onto MICT’s platform.

•        Unique and Comprehensive Insurance Licenses.    MICT is the only company in China that has National Insurance Brokerage License, the National and Regional Insurance Agency License and the Insurance Adjuster License. Insurance agencies are entities that have obtained an insurance agency license from the regulator and engage in the sale of insurance products for, and within the authorization of, insurance companies. Insurance brokers are entities that have obtained an insurance broker license from the regulator and generally act on behalf the insurance applicants in seeking insurance coverage from insurance companies. Some insurance brokers also engage in reinsurance brokering and act on behalf of insurance companies in their dealings with reinsurance companies. Insurance adjuster firms are entities that have been approved by the regulator to engage in insurance adjusting activities such as the assessment, survey, authentication and loss estimation. With the licenses MICT is able to process the business throughout most of developed China, as well as rural areas across China, develop and provide comprehensive products and services by connecting to numerous insurance companies.

•        Business Relationships.    MICT has established collaboration relationships with a number of other companies, including oil and gas sector, financial services sector, large internet portals and other insurance companies in the PRC, to promote MICT’s insurance products and after-market and after-sales services offerings to their customers.

•        National Network.    MICT has built up a nationwide service network including over 130 insurance business branches in over 30 provinces in China. Any insurance agent, no matter where he or she lives, can register at our local branch and be qualified as an insurance agent. These branches have signed business cooperation agreements with hundreds of local insurance companies to sell their developed insurance products in the region and provide insurance after-sales services for policyholders.

•        Brand Awareness.    MICT has established ourselves as a trusted brand through our VIE entities and subsidiaries. MICT is able to provide standard services with the prestigious brand across China.

Business Challenges

MICT is, and expects for the foreseeable future to be, subject to all the risks and uncertainties, inherent to a development-stage business and in a developing industry in China. These risks and challenges are, among other things:

•        MICT operates in an industry that is heavily regulated by relevant governmental agencies in China;

•        MICT relies on contractual arrangements with VIE entities and MICT’s subsidiaries, including Guangxi Zhongtong, Beijing Fucheng and All Weather, and their respective shareholders for MICT’s operations in China, which arrangement may not be as effective in providing operational control as direct ownership;

•        MICT’s management may lack expertise, human and capital resources to implement important strategic initiatives in all branches across China;

•        MICT may require additional capital to develop and expand MICT’s operations which may not be available to us when MICT requires;

•        MICT marketing and growth strategy may not be successful;

•        MICT’s business may be subject to significant fluctuations in operating results; and

•        MICT may not be able to attract, retain and motivate qualified professionals.

Business Strategy

MICT’s business strategy is to:

•        Upgrade the online insurance plan to attract more insurance agent users for insurance sales through MICT’s platform.    MICT plans to devote significant efforts to further improve its online platform to attract new individual and institutional insurance agents to register on the MICT’s platform and share commissions. MICT’s platform will provide a range of new and enhanced features to insurance agents, allowing them to access a wider range of insurance products. The enhancements will also enable insurance agents to receive higher commission, including on more specialist insurance products.

•        Increase automobile insurance product offering.    MICT plans to build comprehensive online automobile after-market service features on its insurance platform, including to (i) connect automobile insurance customers with thousands of auto repair shops and auto wash stores nationwide and (ii) provide customers auto membership services, including online gas card recharge, online shopping, insurance claim settlements, roadside assistance, car wash appointment and maintenance and promotion coupons, insurance loyalty points and other related supporting services for insurance members. Through this platform, MICT will build a one-stop customer service system, including mobile billing function, online payment, inspection, loss assessment, online claim settlement and car purchase loans, to complement its insurance offering.

•        Enhance business partner network and expand distribution network.    MICT is currently negotiating collaboration agreements with large organizations in the postal industry, the gas station industry, lottery stores, tobacco stores, car wash and DIY chain stores all of which have a big traffic of customers. MICT aims to convert the customers of retail stores into users of MICT’s insurance platform, where they will buy their insurance products. MICT also plans to expand its distribution network through opening more local branches in a number of selective major cities throughout China.

•        Recruit talents and build a stronger sales force.    MICT, through its VIE entities and MICT’s subsidiaries, continues to add to its team of accomplished insurance industry and technology specialists, including senior executives from several of China’s largest listed and unlisted insurance companies, as well as from several China’s leading technology companies. MICT continues to recruit talented individuals to join its professional team and sales force.

•        Build a comprehensive and loyal customer base.    Through MICT’s business expansion, together with the increased recognition of MICT’s insurance brands, and the latest market developments, it is targeting 384 million car drivers on car insurance and repairing services, 280 million students in school and colleges, as well as their parents on safe insurance and health insurance, and 400 million farmers in rural areas on health insurance and life insurance.

•        Leverage the technology and product range of Tingo Mobile Limited.    Following the recent completion of the acquisition of Tingo Mobile Limited, MICT is investigating and evaluating the large number of market opportunities that appear to exist in China for the roll-out of similar technologies and products to those that are trading successfully in Africa. MICT aims to launch a range of fintech and Agri-fintech products and platforms in China, including ones similar to Tingo Mobile Limited’s Niassa agri marketplace platform and the TingoPay super app.

Stock Trading and Wealth Management Platform: Magpie Invest

MICT launched Magpie Invest, a global stock trading app, on September 15, 2021, through its wholly owned subsidiary, Magpie Securities Limited (“Magpie”).

Magpie Invest is a proprietary technology investment trading platform. The Magpie Invest technology allows the platform to currently connect to seven major stock exchanges with the ability to connect to other major exchanges as the business need arises.

Following Intermediate’s acquisition of Huapei Global Securities, Ltd., a Hong Kong securities and investment services firm, on February 26, 2021 and the subsequent receipt of regulatory approval from the Hong Kong Securities and Futures Commission, Magpie is licensed to deal in securities, futures and options, and also undertake the business of securities advisory services and asset management.

Magpie is a member of the Hong Kong Stock Exchange, the Hong Kong Stock Exchange Clearing Company, the Hong Kong Stock Exchange China Connect and the London Stock Exchange.

Magpie has recently expanded into Singapore through its application for a Capital Markets Services License (“CMS license”) from the Monetary Authority of Singapore (“MAS”), which was approved in full on September 20, 2022. Magpie’s Singapore operations are scheduled to commence trading before the end of 2022. The CMS License allows Magpie to offer new products, including leveraged foreign exchange and Contracts For Difference (“CFDs”) on stocks, index futures, commodities and crypto-currencies.

In addition to its offices in Hong Kong and Singapore, Magpie is also in process of expanding into Australia. Magpie currently employs more than 35 full-time employees and 30 contract staff and aims to expand into additional jurisdictions and geographical markets, both within Asia and other regions of the world.

In response to a significant change in market conditions in the first quarter of 2022, Magpie pivoted its business strategy to a “B2B” Brokage as a Service model, including a white label offering, which is currently at an advanced stage of progressing with several major banks and financial services companies in various global locations.

The Platform for Securities Trading

Magpie believes it offers a unique user experience built upon a scalable and secure platform. The platform is currently designed to serve the emerging affluent Chinese and South East Asia population and diaspora, and targets generation Z and the millennial markets. Magpie is pursuing an opportunity to facilitate a shift in the wealth management industry and build a digital gateway into broader financial services. The platform is designed to provide a user experience that integrates clear and relevant market and company data, and easy to use trade execution. Magpie aims to continue to enhance this technology and build a comprehensive, user-oriented and cloud-based platform that is fully licensed to conduct securities brokerage business on a global basis as Magpie expands its license portfolio. The stock trading platform serves as one of the foundations from which MICT can execute MICT’s growth strategy of building a broader financial services platform.

Magpie provides investing services through a proprietary digital platform, which is accessible through any mobile device on IOS and Android, and more recently on computers, via its web-based platform which was launched during the third quarter of 2022. The Magpie platform and applications currently offer market data, news, research, analytical tools and provides customers with a data foundation to help simplify the investing decision-making process.

Market Opportunity

According to an iResearch Report, published on January 15, 2020, the market size of the online brokerage industry focusing on global Chinese investors in terms of U.S. and Hong Kong stock trading volume experienced rapid growth over the past three years. This presents an attractive market opportunity for online brokerage service providers focused on the global Chinese investor market. Magpie believes that the technology, functionality and user experience of Magpie’s platform also creates the opportunity for it to target a larger investor market (not only the Chinese investor market) in other major territories throughout the world.

Revenues are currently generated primarily from stock trading commission income. Magpie also has the opportunity to generate income from other revenue streams such as interest from financing and foreign exchange. Magpie plans to add derivatives, leveraged foreign exchange, and CFD’s on global index’s and commodities, to the platform in 2023, following the receipt of its CMS license from MAS in September 2022.

With the popularization of mobile technology and growing acceptance of online trading, MICT believes that the online securities market is characterized by the following trends:

•        traditional brokers are shifting online while purely offline brokers are increasingly at a disadvantage or, in some cases, exiting the market altogether;

•        Internet giants continue to invest in online brokerage services, demonstrating the industry’s recognition of online brokerage services as an important component of a financial services business and potentially a gateway to broader opportunities;

•        technological barriers to entry remain high particularly relating to building a secure infrastructure that can transcend geographies and asset classes;

•        operational barriers to entry remain high particularly relating to regulatory and capital requirements;

•        user experience remains a key competitive strength as digitally born investors become a larger component of the addressable market; and

•        revenue models are evolving as competition intensifies, with ancillary and other value-added services underlying platform differentiation.

Challenges

Magpie’s ability to execute this business plan is subject to risks and uncertainties, including those relating to Magpie’s ability to:

•        manage the continued rollout of Magpie’s trading platforms and Magpie’s future growth;

•        navigate a complex and evolving regulatory environment;

•        offer personalized and competitive services;

•        increase the utilization of Magpie’s services by users and clients;

•        maintain and enhance MICT’s relationships with MICT’s business partners;

•        enhance Magpie’s technology infrastructure to support the growth of Magpie’s business and maintain the security of Magpie’s systems and the confidentiality of the information provided and utilized across Magpie’s systems;

•        improve Magpie’s operational efficiency;

•        attract, retain and motivate talented employees to support Magpie’s business growth;

•        navigate economic and market conditions and fluctuation;

•        defend ourselves against legal and regulatory actions, such as actions involving intellectual property or privacy claims; and

•        obtain any and all licenses necessary for the operation and growth of Magpie’s business.

Strategy

Magpie intends to provide a high-quality and comprehensive investing experience by focusing on delivering convenience and stability to its own customers as well as to the customers of its white-label partners.

Magpie has designed every step of Magpie’s platform’s experience, from sourcing and researching ideas to trade execution, with a goal to create a simple and convenient experience. Magpie identifies certain hurdles that investors, particularly retail investors, face along their investing journey, and Magpie strives to mitigate inconvenience and information asymmetry through Magpie’s platform with the use of data and technology.

Magpie recognizes that investing is a meaningful component of Magpie’s customers’ broader wealth management. With this in mind, Magpie’s platform features the following:

•        an automated multi-level protection mechanism to ensure the services and functions delivers to users and clients are secure;

•        strict security policies and measures, including encryption technology and a two-factor authentication function, to protect proprietary data such as customers’ personal information and trading data;

•        cloud technology allows Magpie to process large amounts of data in-house, which should reduce the risks involved in data storage and transmission;

•        backs up data at different servers spread across different locations;

•        process and execute all orders and transactions electronically, which is designed to minimize the risks associated with human error while maintaining the stability of the platform.

Magpie provides customers with a comprehensive set of services throughout their investing experience. Core services include trade execution and margin financing. The trade execution process is entirely online and automated. Orders are delivered directly to respective exchanges.

As a result of the operational efficiencies afforded by Magpie’s technology, Magpie can offer very competitive brokerage commission rates for online trading as compared to many of the more traditional competitors. Magpie’s revenues from securities brokerage services includes brokerage commissions and platform service fees from customers, which are recognized on a trade-date basis when the relevant transactions are executed.

Margin Financing

Magpie offers margin financing to customers who trade securities listed on the Hong Kong Stock Exchange, the major stock exchanges in the U.S., the United Kingdom and Europe. This feature essentially allows customers to borrow against their own stock and cash holdings in order to buy additional securities on margin. All financing extended to its customers is secured by stocks Magpie feels has enough liquidity and low volatility. They are automatically pledged in cross-market account assets so that the value in a customers’ multiple market trading account, which may include cash in different currencies and acceptable securities listed on the three markets, will be aggregated when calculating the value of the customers’ collateral. In particular, believes this will provide efficiencies as it will eliminate the costs and procedures involved in cross-market currency translation or exchange.

Magpie’s customers are eligible for margin financing services when they hold securities that are acceptable as pledges to us in their accounts. Magpie maintains a list of acceptable marginable securities on Magpie’s website www.Magpiesecurities.com. The credit line for each eligible customer is determined based on the securities across

all of his or her trading accounts. The margin financing services for eligible margin financing customers are activated automatically, when the funds in their accounts are not sufficient to purchase the desired securities and there is still sufficient balance in their credit lines.

Magpie has a list of securities acceptable as collateral to us and their respective margin ratios that is regularly updated and shared with customers. Magpie’s risk management team’s role is to determine the margin ratio for each of the acceptable securities based on the trading frequency, historical price fluctuations and general market volatility. Magpie will also reference the financing terms of major financial institutions in establishing margin ratios and intend for margin requirements to be equal or lower than the financial institutions. Magpie’s margin ratios are monitored in real-time and the risk management team review and adjust the margin ratios for each acceptable security on a quarterly basis and more frequently in the case of a significant and rapid price decline.

VIE

The following diagram illustrates MICT’s current corporate structure, including its subsidiaries, and variable interest entities (“VIEs”), as of December 31, 2022:

VIE agreements with Guangxi Zhongtong:

On January 1, 2021, as amended on August 6, 2021, Bokefa, our wholly foreign-owned enterprise (“WFOE”), Guangxi Zhongtong, and nominee shareholders of Guangxi Zhongtong entered into six agreements, (together, the “Guangxi Zhongtong VIE Agreements”), described below, pursuant to which Bokefa is deemed to have controlling financial interest and be the primary beneficiary of Guangxi Zhogntong. Therefore, Guangxi Zhongtong is deemed a VIE of Bokefa.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Guangxi Zhongtong. The term of the loan shall start from the date when the loan is actually paid, until the date on which the loan is repaid in full. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Guangxi Zhongtong’s operating expenses and should be exclusively repaid by transferring shares of Guangxi Zhongtong to Bokefa when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all the equity interest of Guangxi Zhongtong to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to shareholders. In consideration of Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, are restricted without the approval of Bokefa. Upon request by Bokefa, Guangxi Zhongtong

is obligated to distribute profits to the shareholders of Guangxi Zhongtong, who must remit such profits to Bokefa immediately. Guangxi Zhongtong and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Guangxi Zhongtong’s business operation.

Equity Pledge Agreement

The agreement will be terminated upon such date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all their equity interest in Guangxi Zhongtong to Bokefa as security for the obligations in the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Guangxi Zhongtong and its shareholders agree that the legal person, directors, general manager and other senior officers of Guangxi Zhongtong should be appointed or elected by Bokefa. Guangxi Zhongtong and its shareholders agree that all the financial and operational decisions for Guangxi Zhongtong will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Guangxi Zhongtong and Guangxi Zhongtong agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of Guangxi Zhongtong agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Guangxi Zhongtong to Bokefa. The shareholders of Guangxi Zhongtong have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Guangxi Zhongtong.

On August 23, 2021, Beijing Yibao Technology Co., Ltd (“Beijing Yibao”), Guangxi Zhongtong Insurance Agency Co., Ltd (“Guangxi Zhongtong”), and two shareholders of Guangxi Zhongtong entered into a capital increase agreement pursuant to which Beijing Yibao will invest approximately RMB30 million (USD 4.7 million) into Guangxi Zhongtong. On October 21, 2021, Beijing Yibao transferred the funds separately and the transaction closed. As a result of the transaction, Beijing Yibao now holds a sixty percent (60%) equity interest in Guangxi Zhongtong and is the controlling shareholder. As a condition of the closing, the previous agreements consummated on January 1, 2021 per the GZ Frame Work Loan became null and void, and the loan should be repaid by the shareholders before December 31, 2022.

VIE agreements with Beijing Fucheng:

On December 31, 2020, as amended on August 25, 2021, Bokefa, Beijing Fucheng Lianbao Technology Co., Ltd. (“Beijing Fucheng”), and the shareholders of Beijing Fucheng entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of Beijing Fucheng. Therefore, Beijing Fucheng is deemed a VIE of Bokefa. Beijing Fucheng was incorporated on December 29, 2020 and had no assets or liabilities as of December 31, 2020.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Beijing Fucheng. The term of the loan under this agreement shall start from the date when the loan is actually paid and shall continue until the shareholders repay all the loan in accordance with this agreement. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Beijing Fucheng’s operating expenses, and should be exclusively repaid by transferring shares of Beijing Fucheng to Bokefa when PRC Law permits. As of December 31, 2022 the loans were not drawn.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of Beijing Fucheng to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, Beijing Fucheng is obligated to distribute profits to the shareholders of Beijing Fucheng, who must remit those profits to Bokefa immediately. Beijing Fucheng and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Beijing Fucheng’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other five VIE agreements between Beijing Fucheng and its shareholders have been terminated. Pursuant to the agreement, the shareholders pledged all their equity interest in Beijing Fucheng to Bokefa as security for their obligations under the agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Beijing Fucheng and its shareholders agree that the legal person, directors, general manager and other senior officers of Beijing Fucheng should be appointed or elected by Bokefa. Beijing Fucheng and its shareholders agree that all financial and operational decisions of Beijing Fucheng will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Beijing Fucheng and Beijing Fucheng agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of Beijing Fucheng agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Beijing Fucheng to Bokefa. The shareholders of Beijing Fucheng have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Beijing Fucheng.

VIE agreements with All Weather:

On July 1, 2021, Bokefa, All Weather, and nominee shareholders of All Weather entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of All Weather. All Weather is deemed a VIE of Bokefa.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the shareholders of All Weather. The term of the loan shall start from the date when the loan is actually paid until the date on which the loan is repaid in full. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely by All Weather for operating expenses, and should be exclusively repaid by transferring shares of All Weather to Bokefa when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of All Weather to Bokefa in accordance with relevant laws and provisions in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have

agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, All Weather is obligated to distribute profits to the shareholders of All Weather, who must remit the profits to Bokefa immediately. All Weather and its shareholders are required to act in a manner that is in the best interest of Bokefa with regard to All Weather’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all of their equity interest in All Weather to Bokefa as security for their obligations pursuant to the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. All Weather and its shareholders agree that the legal person, directors, general manager and other senior officers of All Weather should be appointed or elected by Bokefa. All Weather and its shareholders agree that all the financial and operational decisions of All Weather will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to All Weather and All Weather agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of All Weather agreed to entrust all their rights to exercise their voting power and any other rights as shareholders of All Weather to Bokefa. The shareholders of All Weather have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of All Weather.

VIE agreements with Tianjin Dibao:

On April 2, 2022, Zhengzhong Energy, Tianjin Dibao, and nominee shareholder of Tianjin Dibao entered into six agreements, described below, pursuant to which Zhengzhong Energy is deemed to have a controlling financial interest and be the primary beneficiary of Tianjin Dibao. Tianjin Dibao is deemed a VIE of Zhengzhong Energy.

Loan Agreement

Pursuant to this agreement, Zhengzhong Energy agreed to provide loans to the shareholder of Tianjin Dibao. The term of the loan shall start from the date when the loan is actually paid. The agreement shall terminate when the shareholder repay the loan. The loan should be used solely to purchase Tianjin Dibao‘s 76% equity, and should be exclusively repaid by transferring shares of Tianjin Dibao to Zhengzhong Energy when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of Tianjin Dibao to Zhengzhong Energy in accordance with relevant laws and provisions in the agreement, or upon written notice by Zhengzhong Energy to the shareholder. In consideration for Zhengzhong Energy’s loan arrangement, the shareholder have agreed to grant Zhengzhong Energy an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Zhengzhong Energy. Upon request by Zhengzhong Energy, Tianjin Dibao is obligated to distribute profits to the shareholder of Tianjin Dibao, who must remit the profits to Zhengzhong Energy immediately. Tianjin Dibao and its shareholder are required to act in a manner that is in the best interest of Zhengzhong Energy with regard to Tianjin Dibao’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholder pledged all of their equity interest in Tianjin Dibao to Zhengzhong Energy as security for their obligations pursuant to the other agreements. Zhengzhong Energy has the right to receive dividends on the pledged shares, and all shareholder are required to act in a manner that is in the best interest of Zhengzhong Energy.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Tianjin Dibao and its shareholder agree that the legal person, directors, general manager and other senior officers of Tianjin Dibao should be appointed or elected by Zhengzhong Energy. Tianjin Dibao and its shareholder agree that all the financial and operational decisions of Tianjin Dibao will be made by Zhengzhong Energy.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Zhengzhong Energy agrees to provide exclusive technical consulting and support services to Tianjin Dibao and Tianjin Dibao agrees to pay service fees to Zhengzhong Energy.

Entrustment and Power of Attorney Agreement

The shareholder of Tianjin Dibao agreed to entrust all their rights to exercise their voting power and any other rights as shareholder of Tianjin Dibao to Zhengzhong Energy. The shareholder of Tianjin Dibao have each executed an irrevocable power of attorney to appoint Zhengzhong Energy as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of Tianjin Dibao.

There are substantial uncertainties regarding the interpretation and application of current and future PRC laws and regulations, including those relating to VIEs. It is uncertain whether any new PRC laws or regulations relating to variable interest entity structure will be adopted or if adopted, what they would provide. PRC laws and regulations governing the validity of these contractual arrangements are uncertain and the relevant government authorities have broad discretion in interpreting these laws and regulations. In addition, since we do not have any direct equity interest in our VIE, we must rely upon the shareholders of our VIE to comply with their obligations under the VIE Agreements and our ability to enforce our contractual rights in the Chinese courts, and we cannot give any assurance as to our ability to enforce the VIE Agreements.

Impact of COVID-19 and MICT’s Resources and Opportunities

The ongoing COVID-19 pandemic disrupted business operations of many companies in Hong Kong, China and elsewhere. Magpie has taken a series of measures in response to the outbreak to protect Magpie’s staff, including, among others, combined office and remote working arrangements for employees Magpie’s operations, including services to clients and internal control over financial reporting, have not been materially affected by these measures as timely implemented business continuity plan without any meaningful resource constraints.

Further, in view of the increased market volatility witnessed in the global capital markets and increased COVID-19 restrictions in Hong Kong, although people are spending more time at home, it has not led to an increased in new account sign-ups, or increasing trading velocity and higher net asset inflow.

PRC Regulations Relating to Insurance Agencies, Insurance Brokers and Other Intermediaries

The insurance industry is heavily regulated in the PRC. The applicable laws and regulations governing insurance activities undertaken within the territories of the PRC consist principally of the PRC Insurance Law and rules and regulations promulgated under that law. China Banking and Insurance Regulatory Commission, or the CBIRC, is the authority authorized by the PRC State Council to regulate and supervise the insurance industry in the PRC.

The PRC Insurance Law, which provided the initial framework for regulating the PRC insurance industry, was enacted in 1995, and significantly amended on January 1, 2003, October 1, 2009, August 31, 2014 and April 24, 2015. Among other things, the major provisions of the PRC Insurance Law include: (1) licensing of insurance

companies and insurance intermediaries, such as agents and brokers; (2) separation of property and casualty business and life insurance business; (3) regulation of market conduct by participants; (4) substantive regulation of insurance products; (5) regulation of the financial condition and performance of insurance companies; and (6) supervisory and enforcement powers of the CBIRC.

Regulations of Insurance Agencies

According to the Provisions on the Regulation of Insurance Agents, or the PRIA, which was promulgated by the China Banking and Insurance Regulatory Commission (CBIRC) on November 12, 2020 and was effective on January 1, 2021, the establishment of an insurance agency is subject to minimum registered capital requirement and other requirements and to the approval of the CBIRC. The term “insurance agency” refers to an institution or individual, including professional insurance agency, concurrent-business insurance agency and individual insurance agent, who, under the entrustment by an insurance company, collects corresponding commission therefrom, and, within the scope of authorization thereby, handles insurance business on behalf of the insurance company. A professional insurance agency company may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. The minimum registered capital of a professional insurance agency company whose business area is not limited to the province, autonomous region, municipality directly under the central government or city specifically designated in the state plan where its place of registration is located shall be RMB50 million. The minimum registered capital of a professional insurance agency company whose business area is the province, autonomous region, municipality directly under the central government or city specifically designated in the state plan where its place of registration is located shall be RMB20 million. The registered capital of a professional insurance agency company must be paid-in monetary capital. A professional insurance agency may engage in all or part of the following businesses:

•        sales of insurance products as an agency;

•        collection of insurance premiums as an agency;

•        loss investigation and claims settlement of insurance-related services as an agency; and

•        other relevant businesses as prescribed by the insurance regulator under the State Council.

The name of a professional insurance agency company must contain the words “insurance agency”. A professional insurance agency falling under any of the following circumstances shall, within five days from the date on which such circumstance arise, report the same via the regulatory information system prescribed by the insurance regulator under the State Council, and make public disclosure thereof as required: (i) change of name, domicile or business premises; (ii) change of any shareholder, registered capital or form of organization; (iii) change of the name of any shareholder or the amount of capital contribution; (iv) changing the company’s articles of association; (v) making equity investment, establishing any overseas insurance institution or non-business institution; (vi) undergoing division, merger or dissolution, or any of its branches terminating insurance agency business activities; (vii) change of the main principal of any branch other than a provincial-level branch office; (viii) being subjected to administrative punishment or a criminal penalty, or under investigation for being suspected of committing any illegal or criminal offense; or (ix) any other matter to be reported as prescribed by the insurance regulator under the State Council. The senior managers of an insurance agency or its branches must meet specific qualification requirements and each senior manager of a professional insurance agency shall obtain the post-holding qualification approved by the competent insurance regulator prior to holding the post.

Under the PRIA, a professional insurance agency or a concurrent-business insurance agency collecting insurance premiums by proxy shall open an independent account for the collection of insurance premiums by proxy for settlement. A professional insurance agency or a concurrent-business insurance agency shall open an independent account for the collection of commission. They may not engage in the following activities: engaging in insurance agency business that may exceed the business scope and business area of the relevant principal insurance company; modifying any publicity material provided by the relevant principal insurance company without authorization; damaging the commercial goodwill of any competitor by means of fabricating or disseminating misrepresented facts, etc., or disrupting the order of the insurance market through false advertising, false publicity or other acts of unfair competition; having any insurance agency business dealing with an institution or individual illegally engaging in insurance business or insurance intermediary business; deducting any insurance commission directly from insurance premiums collected by proxy.

Regulations of Insurance Brokerages

The principal regulation governing insurance brokerages is the Provisions on the Supervision and Administration of Insurance Brokers, or the “POSAIB”, promulgated by the China Insurance Regulatory Commission, or the CIRC (the predecessor of the CBIRC) on February 1, 2018 and effective on May 1, 2018. The term of “insurance broker” refers to an entity which, representing the interests of insurance applicants, acts as an intermediary between insurance applicants and insurance companies for entering into insurance contracts, and collects commissions for the provision of such brokering services. To engage in insurance brokerage business within the territory of the PRC, an insurance brokerage shall satisfy the requirements prescribed by the CIRC and obtain an insurance brokerage business permit issued by the CIRC, after obtaining a business license. An insurance brokerage may take any of the following forms: (i) a limited liability company; or (ii) a joint stock limited company. The minimum registered capital of an insurance brokerage company whose business area is not limited to the province in which it is registered is RMB50 million while the minimum registered capital of an insurance brokerage company whose business area is limited to its place of registration is RMB10 million. The name of an insurance broker shall include the words “insurance brokerage.” An insurance brokerage may conduct the following insurance brokering businesses:

•        making insurance proposals, selecting insurance companies and handling the insurance application procedures for the insurance applicants;

•        assisting the insured or the beneficiary to claim compensation;

•        reinsurance brokering business;

•        providing consulting services to clients with respect to disaster and damage prevention, risk assessment and risk management; and

•        other business activities approved by the CIRC.

According to the POSAIB, to operate insurance brokerage business, an insurance brokerage company shall satisfy the following conditions: (i) its shareholders meet the requirements thereof, and make capital contribution with their self-owned, true and lawful funds instead of bank loans or non-self-owned funds in various forms; (ii) its registered capital meets the requirements above and is under the custody in accordance with the relevant provisions of the CIRC; (iii) its business scope recorded in the business license is in compliance with the relevant provisions; (iv) its articles of association are in conformity with the relevant provisions; (v) its company name is in conformity with the relevant provisions; (vi) its senior officers meet the qualification requirements thereof; (vii) it has established a governance structure and internal control system as stipulated by the CIRC, and a scientifically and reasonably feasible business mode; (viii) it has a fixed domicile in line with its scale of business; (ix) it has a business and financial information management system as stipulated by the CIRC; and (x) other conditions provided for in laws and administrative regulations and by the CIRC. In addition, any entities or individuals who are under any of the following circumstances may not be a shareholder of an insurance brokerage company: (i) have been punished or subject to major administrative penalties during the last five years; (ii) are being investigated by the relevant departments for suspected major offenses; (iii) have been identified as a subject of joint sanctions against discreditable conduct by relevant state authorities due to a serious discreditable conduct and shall be sanctioned accordingly in the insurance sector, or has had other bad records of serious discredits within the most recent five years; (iv) cannot invest in any enterprises in accordance with laws and administrative regulations; or (v) other circumstances where the CIRC deems the entity or individual inappropriate to be a shareholder of an insurance brokerage company in accordance with the principle of prudential supervision.

An insurance brokerage shall submit a written report to the CIRC and make public disclosure within five days from the date of occurrence of any of the following matters: (i) change of name, domicile or business premises; (ii) change of shareholders, registered capital or form of organization; (iii) change of names of shareholders or capital contributions; (iv) amendment to the articles of association; (v) equity investment, establishment of offshore insurance related entities or non-operational organizations; (vi) division, merger and dissolution or termination of insurance brokering business activities of its branches; (vii) change of the primary person in charge of its branches other than provincial branches; (viii) being a subject of administrative or criminal penalties, or under investigation for suspected involvement in any violation of law or a crime; and (ix) other reportable events prescribed by the CIRC.

Insurance brokerages are not allowed to sell non-insurance financial products, except for those products approved by relevant financial regulatory institutions and the insurance brokerage shall obtain relevant qualification in order to sell non-insurance related financial products that meets regulatory requirements.

Personnel of an insurance brokerage and its branches who engage in any of the insurance brokering businesses described above must comply with the qualification requirements prescribed by the CIRC. The senior managers of an insurance brokerage must meet specific qualification requirements set forth in the POSAIB.

Regulation of Internet Insurance Businesses

The principal regulation governing the operation of Internet insurance business is the Measures for the Regulation of Internet Insurance Business, or Regulation of Internet Insurance Business, promulgated by the CBIRC on December 7, 2020 and effective on February 1, 2021. Under the Regulation of Internet Insurance Business, the term of “Internet insurance business” refers to insurance operating activities in which insurance institutions conclude insurance contracts and provide insurance services relying on the Internet. Insurance institutions include insurance companies (including mutual insurance organizations and internet insurance companies) and insurance intermediaries; insurance intermediaries include insurance agents (excluding individual insurance agents), insurance brokers and insurance loss adjusters; insurance agents (excluding individual insurance agents) include professional insurance agencies, banks as concurrent-business insurance agencies and internet enterprises that have legally obtained insurance agency business permits; and professional insurance intermediaries include professional insurance agencies, insurance brokers and insurance loss adjusters. Self-operated network platform refers to any network platform being independently operated while enjoying complete data permission, which is legally established by an insurance institution for the purpose of internet insurance business operation. No network platform established by any branch of an insurance institution or any non-insurance institution with a related-party relationship with an insurance institution in terms of equity, personnel, etc., belongs to the category of self-operated network platform. Internet insurance product refers to any insurance product sold by an insurance institution via the Internet.

An insurance institution which conducts internet insurance business along with its self-operated network platform shall meet the following conditions: (i) its service access place is located within the territory of the PRC; if its self-operated network platform is a website or mobile application, it shall legally go through the formalities for filing of internet information services with the relevant administrative department for the internet industry and obtain a filing number; or otherwise, it shall comply with relevant laws and regulations and meet the qualification requirements of the competent department for the relevant industry; (ii) it has an information management system and core business system that can support its internet insurance business operation, which can be effectively isolated from its other unrelated information systems; (iii) it has refined cybersecurity monitoring, information notification, emergency disposal working mechanisms as well as such cybersecurity protection means as refined perimeter protection, intrusion detection, data protection and disaster recovery; (iv) it implements the national classified, conducts classified protection evaluation on a regular basis, and implements security protection measures for the corresponding class; in terms of self-operated network platforms with insurance sales or insurance application function, as well as information management systems and core business systems that support their operation, relevant self-operated network platforms and information systems shall be under security protection of Class III or above; and in terms of self-operated network platforms without insurance sales or insurance application function, as well as information management systems and core business systems that support their operation, relevant self-operated network platforms and information systems shall be under security protection of Class II or above; (v) it has a legal and compliant marketing model, and has established an operation and service system that meets the needs for internet insurance operation and complies with the characteristics of internet insurance users while supporting its business coverage regions; (vi) it has established or defined its internet insurance business management department staffed by appropriate professionals, appointed a senior executive to act as the principal in charge of its internet insurance business, and specified the principal of each self-operated network platform; (vii) it has a sound internet insurance business management system and operating procedures; (viii) as an insurance company, it shall, when conducting internet insurance sales, comply with the relevant provisions of the CBIRC on regulatory evaluation of its solvency as well as protection of consumers’ rights and interests, etc.; (ix) as a professional insurance intermediary, it shall be a national institution with its operating area not limited to the province (autonomous region, municipality directly under the central government, or city specifically designated in the state plan) of the place where the business license of its head office is registered while complying with the

relevant provisions of the CBIRC on classified regulation of professional insurance intermediaries; and (x) other conditions prescribed by the CBIRC. The Regulation of Internet Insurance Business also specifies requirements on disclosure of information regarding insurance products sold on the Internet and provides guidelines for the operations of the insurance institutions that engage in Internet insurance business.

Regulations of Foreign Investment in Insurance Intermediaries

Historically, PRC laws and regulations have restricted foreign investment in ownership of insurance intermediary companies. In recent years, some rules and regulations governing the insurance intermediary sector in China have begun to encourage foreign investment. For instance, On March 1, 2015, the MOFCOM and the NDRC jointly promulgated the Catalogue for the Guidance of Foreign Investment Industries (Revision 2015), or the 2015 Guidance Catalog, pursuant to which insurance brokerage are removed from the list of industries subject to foreign investment restriction. On April 27, 2018, the CBIRC further promulgated the Circular on Lifting Limits on the Business Scope of Foreign-invested Insurance Broker, which further lifts the restrictions on the business scope of foreign-invested insurance broker, and provides that foreign-invested insurance broker that has obtained the permit of in insurance brokerage business may conduct the following insurance brokerage business: (1) design insurance policy plans, select insurers and handle insurance formalities for policy holders; (2) assist the insured or beneficiaries with insurance claims; (3) reinsurance brokerage business; (4) provide principals with assessment to prevent from disasters, damage or risks, or risk management consulting services; and (5) other business approved by the CBIRC. For insurance agency business, the CBIRC promulgated the Circular on Permitting Foreign Investors to Engage in Insurance Agency Business in China on June 19, 2018, which provides that: (1) a professional insurance agent invested and established in China by an overseas insurance agent that has carried out the insurance agency business for over three years may apply for carrying out the insurance agency business in China, and the scope of specific allowable business and the market access criteria shall be subject to relevant provisions on professional insurance agents; or (2) a professional insurance agent established and invested in China by a China-based foreign-invested insurance company which has commenced its business for over three years may apply for carrying out the insurance agency business in China, and the scope of specific allowable business and the market access criteria shall be subject to relevant provisions on professional insurance agents. In addition, the CBIRC further promulgated the Circular on Clarifying the Measures Relating to the Liberalization of the Insurance Intermediary Market on December 3, 2021, which provides that an insurance brokerage company funded and established in China by an overseas insurance brokerage company, which has the actual business experience and qualifies under the relevant regulations of the CBIRC, is allowed to operate the insurance brokerage business; in the Circular on Issuing the Content relating to the Insurance Sector in the Legal Documentation of China’s Accession to the WTO (Bao Jian Ban Fa 2002 No. 14), the related requirements that the foreign investor to establish a foreign-funded insurance brokerage company in China should have a history of business operations of more than 30 years in any WTO member states, have maintained a representative office in China for a period of at least two consecutive years, and have a total asset of not less than US$200 million in the year immediately prior to the application, shall not longer be applicable.

Regulations Related to Telecommunications Service and Online Trading

The Measures on Telecommunications Business Operating Licenses (2017 Revision), or the Telecom License Measures, which was promulgated by the Ministry of Industry and Information Technology on March 1, 2009 and last amended on July 3, 2017, requires that any approved telecommunications services provider shall conduct its business in accordance with the specifications in its license for value-added telecommunications services, or VATS License. The Administrative Measures on Internet Information Services (2011 Revision), which was promulgated on September 25, 2000 and amended on January 8, 2011 by the State Council, requires that commercial Internet information services providers, which mean providers of information or services to Internet users with charge, shall obtain a VATS License with the business scope of Internet information services, namely the Internet Content Provider License or the ICP License, from competent government authorities before providing any commercial Internet content services within the PRC. However, according to the 2019 Negative List/ the 2020 Negative List, the value-added telecommunications services carried on in PRC falls in the restricted category, and foreign investors cannot hold over 50% of equity interests in entities providing such services.

The Guiding Opinions of the Ministry of Commerce on Online Transactions (Provisional), which was promulgated and implemented on March 6, 2007, aims to regulate online transactions, assist and encourage participants to carry out online transactions, alert and prevent transaction risks, and provide guiding requirements on the basic principles for online transactions, the entering into of contracts by participants of online transactions, and the use of electronic signatures, online payments and advertising.

The Administrative Measures for On-line Trading, which was promulgated on February 17, 2014 and implemented with effect from March 15, 2014, further specifies the relevant measures for protecting on-line consumers’ rights, especially with regard to after-sale service, privacy protection and standard contract management, diversifies the types of unjust competitions conducted by an operator through network or certain media, and clarifies the regulatory and administrative responsibilities of the industry and commerce administration bureaus at different levels.

Pursuant to the E-Commerce Law of the PRC, which was promulgated by the SCNPC on August 31, 2018 and took effect on January 1, 2019, an e-commerce operator shall register itself as a market entity, fulfill its tax obligations pursuant to the relevant laws and obtain the administrative approvals necessary for its business operation, shall also display the information about its business license and the administrative approvals obtained for its business operation, or the links to the webpages with such information in the prominent position on its homepage, and shall expressly indicate the methods and procedures for querying, correcting and deleting its users’ information or deregistering their accounts and shall not set irrational conditions for such purposes.

In the area of online trading, MICT and its operating subsidiaries are subject to the above-mentioned regulations because MICT’s and its operating subsidiaries plan on acting as operators of various online platforms for online transactions in relation to all of its business sectors.

In addition, to the laws and regulations applicable to China which are summarized above, as a BVI incorporated company, to the extent that Intermediate itself (rather than through its operating subsidiaries) were to conduct certain of the activities referenced above, consideration would need to be given to certain regulatory requirements of the BVI and whether any licenses in the BVI are required.

Employees

As of December 31, 2022, MICT had approximately 772 full-time employees, The Chinese companies had approximately 324 full-time employees. Of these employees, 96 were employed in marketing positions, 69 were employed in Customer Services & Risk positions and the remainder were employed in finance, research and development, management and administrative positions. The HK companies had approximately 34 full-time employees. Of these employees, 1 were employed in marketing positions, 4 were employed in Customer Services & Risk positions and the remainder were employed in finance, research and development, management and administrative positions. Tingo mobile had approximately 409 full-time employees. Of these employees, 138 were employed in marketing positions, 26 were employed in Customer Services & Risk positions and the remainder were employed in finance, research and development, management and administrative positions. The Israeli companies had approximately 3 full-time employees in the finance department. The employees described above does not include Micronet’s employees, which is a separate company.

MICT has never experienced a work stoppage. To the best of MICT’s knowledge, MICT has good and sustainable relations with MICT’s employees, respectively. Israeli labor laws and regulations apply to all employees based in Israel. The laws principally address matters such as paid vacation, paid sick days, length of the workday, payment for overtime and severance payments upon the retirement or death of an employee or termination of employment under specified circumstances. The severance payments may be funded, in whole or in part, through a managers’ insurance fund or a pension fund. The payments to the managers’ insurance fund or pension fund toward severance amount to 8.3% of wages. Furthermore, Israeli employees and employers are required to pay predetermined sums to the National Insurance Institute of Israel. Since January 1, 1995, these amounts also include payments for health insurance.

Tingo, Group Holdings, LLC

Overview

Tingo Group Holdings, LLC (hereinafter, together with its subsidiaries, the “Tingo Group”) is a Delaware limited liability company and a wholly-owned indirect subsidiary of MICT. The Tingo Group is a unique fintech and agri-fintech company offering a range of personal communications services (PCS) using GSM

technology for subscribers within and outside of the agricultural sector, which are designed to meet the needs of individual customers and businesses. Tingo Group’s agri-fintech services are offered through the use of smart phones — ‘device as a service’ (using Global System for Mobile communication (“GSM”) technology), which seeks to create a marketplace that enables subscribers, primarily within the agricultural sector (and other sectors) to manage their commercial activities of growing and selling fresh produce to market participants domestically in Nigeria. The Tingo Group ecosystem provides a ‘one stop shop’ solution that enables subscribers to manage features ranging from airtime top ups, bill payment services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’. As of September 30, 2022, Tingo Group had approximately 9.3 million subscribers using its mobile phones, approximately 98% of whom also use Tingo Group’s Nwassa platform (www.nwassa.com).

Nwassa is believed to be Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology that enables users to access markets in which they operate. Using Tingo Group’s ecosystem, farmers can ship produce from farms throughout Nigeria, in both retail and wholesale quantities. Tingo Group’s system provides real-time pricing, straight from the farms, which eliminates middlemen. The customers of Nwassa users pay for produce bought using available pricing on the platform.

Although Tingo has a large retail subscriber base, its business model is essentially a business-to-business-to-consumer (“B2B2C”) model. Each of Tingo Group’s current subscribers is a member of one of two large farmers’ cooperatives with whom Tingo Group has a contractual relationship, which facilitates the distribution of Tingo Group-branded smartphones into the various rural communities of user farmers/agri-workers. Through Tingo Group’s smartphones and proprietary applications imbedded in the phones, Tingo Group is able to provide a wider array of agri-fintech services and generate diverse revenue streams as described in more detail herein. The Tingo Group has recently launched a general “B2C” and “B2B” fintech platform and super-app, in partnership with Visa, branded as TingoPay.

In Q4, 2022, Tingo Mobile, a subsidiary of Tingo Group LLC based in Nigeria, signed an agreement with the All Farmers Association of Nigeria (AFAN), the umbrella body of the 56 recognized commodities and agricultural associations in Nigeria. Under the terms of the agreement, AFAN committed to add a minimum of 20 million additional subscribers to Tingo Mobile’s customer base. These new subscribers are expected to be comprised principally of owners of small and medium-sized agricultural enterprises throughout the country.

Services offered include smart phone leasing, an agri-marketplace, airtime top ups, utility payment services, bill-pay and e-wallet, insurance products and access to finance and lending services. The Tingo Group offers its services to the agricultural market through the Nwassa platform and has recently launched a general B2C and B2B fintech platform and super-app, in partnership with Visa, branded as TingoPay.

In addition to its agri-fintech business, Tingo Group recently launched its commodities trading platform from the Dubai Multi Commodity Centre (the “DMCC”) to facilitate offtake and export of agricultural commodities from both its existing customer base and new customers. Tingo Group now has three operating subsidiaries based in Nigeria (Tingo Mobile), Ghana (Tingo Ghana), and Malawi (Tingo Malawi), and an export-licensed subsidiary incorporated in the United Arab Emirates (Tingo DMCC).

Tingo Group has an experienced management team, led by Dozy Mmobuosi, who founded Tingo Mobile in 2001 and serves as the Tingo Group CEO. Mr. Mmobuosi is supported by an executive management team and has additional senior management personnel within each of its subsidiaries who are responsible for executing the Tingo Group’s business strategy and day-to-day operations.

The Tingo Group currently has operations in Nigeria, Ghana, Malawi and Dubai, in addition to administrative offices in the United States and the United Kingdom.

In Q4, 2022, Tingo Mobile signed an agreement with the All Farmers Association of Nigeria (AFAN), the umbrella body of the 56 recognized commodities and agricultural associations in Nigeria. Under the terms of the agreement, AFAN committed to add a minimum of 20 million additional subscribers to Tingo Mobile’s customer base. These new subscribers are expected to be comprised principally of owners of small and medium-sized agricultural enterprises throughout the country.

Also in Q4 2022, Tingo Group announced the opening of a head office and the launch of operations in Ghana. In conjunction with the launch, Tingo Group also announced an agreement with the Ashanti Investment Trust, the investment arm of the Ashanti Kingdom, to enroll a minimum of 2 million new members in Ghana with Tingo Group within 120 days of signing and has agreed on a target to increase such enrollments to at least 4 million members.

In December 2022, the Tingo Group launched Tingo DMCC, its global commodity platform and export business based in the Dubai Multi Commodity Centre. Tingo DMCC was organized to facilitate the purchase and sale of agricultural products from Tingo Group customers and other agricultural producers. Tingo Group believes that it can procure ready buyers and sellers of various agricultural commodities, including in the future meat and dairy products, with particular emphasis on cassava, cashews, cotton, wheat, ginger, millet, and cocoa. Tingo DMCC is licensed by the Emirate of Dubai to facilitate the export of nuts, flour, seeds, cocoa, foodstuffs, beverages and cotton. To the extent that other items are outside of this remit, it will seek to expand its authorization and/or partner with third parties to capitalize on near-term opportunities.

Tingo Group utilizes its device-as-a-service platform to target Africa’s Agritech and Fintech verticals in three principal ways:

1.      Tingo Group helps farmers acquire mobile phones through a 12-month leasing plan, connecting them to mobile and data network through its own virtual mobile network;

2.      Tingo Group also connects farmers to markets, services and resources via Nwassa, its digital agri-fintech marketplace platform that commenced operations in 2020. Customers can also use the Nwassa platform to purchase airtime, pay for utilities, obtain mobile insurance, access loans through its brokerage service;

3.      In February 2023, Tingo Group announced the launch of Tingo Pay — a B2B and B2C fintech app, in partnership with Visa, the global leader in digital payments, aimed at providing financial services to users inside and outside of the agriculture value chain. Tingo Pay offers mobile/digital wallets, bill pay services, peer-to-peer lending, access in app e-commerce services, and financial products, including micro-insurance and pension products;

4.      In Q4 2022, Tingo Group announced the launch of its SuperApp that will combine both Nwassa and TingoPay into a single platform/app that will make interoperability easier and more cost efficient. This integrated approach is expected to deliver strong financial inclusion and provide access to the banking system to millions of its customers.

Tingo is bundling complete digitally inclusive ecosystems that promotes financial inclusion and delivers disruptive micro-finance solutions, empowers societies, produces social upliftment in rural communities and opens domestic and international opportunities.

Tingo Group believes that a truly connected world will help contribute to a better global society. Tingo Group’s core focus areas are financial services/fintech and agritech delivered through its mobile devices using its voice and data packages. Tingo Mobile’s goal is to provide a best-in-class customer experience, support the domestic economies of its host countries and support technological and financial inclusion to end the poverty premium.

Global Climate Change is challenging our productivity for sustainable production and Food Security. Social upliftment is a key area of global interest under the United Nations Sustainable development Goals (SDGs) and ESG impact investing. Tingo Group’s strategy and market execution provides an opportunity for Africa to be a core focal point to solve several key areas including Food Security. Tingo Group does this through its unique Nwassa service model. Tingo Group aims to deliver, in a tangible and measurable way, alignment and compliance with the key UN Sustainable Development Goals — Gender equality through upliftment of female entrepreneurship, financial inclusion, poverty alleviation and zero hunger.

Strategy

The Tingo Group aims to be Africa’s leading agri-fintech player that transforms rural farming communities, allowing farmers to connect through Tingo Group’s proprietary platform to meet their complete needs, ranging from inputs, agronomy, off take and marketplace which delivers sustainable income in an impactful way.

•        ESG Initiatives.    Global climate change provides a challenge to sustainable production and food security. A key area of global interest under the United Nations Sustainable Development Goals (“SDGs”) and environmental, social and governance (“ESG”) impact investing is social upliftment.

Tingo Group’s strategy and market execution naturally includes ESG principles and provides an opportunity to address SDGs, including food security, in Africa and globally. Tingo Group seeks to accomplish this primarily through its Nwassa service model. As noted above, Tingo Group aims to align with SDGs and related initiatives, such as gender equality through upliftment of female entrepreneurship, financial inclusion, poverty alleviation and zero hunger.

•        Strategic Initiatives.    Tingo Group opportunistically reviews potential partnerships and mergers and acquisitions. Tingo Group intends to identify key strategic partners and potential acquisitions that it believes can accelerate the Tingo Group’s expansion towards becoming the leading agri-fintech operator in Africa. Tingo Group believes that pursuing a select number of investments in the agri-tech, banking services and fintech sectors can provide a strong pathway to enhance its proven activities in Nigeria across the African continent, and Tingo will continuously evaluate such opportunities.

As Tingo Group continues to grow, it intends to develop further strategic relationships and projects related to enhancing and expanding its capabilities and the development of the services that the Tingo Group offers.

•        Agri-Fintech Services.    Tingo Group generates income from agri-fintech services, including, but not limited to:

•        Mobile device leasing ‘Device-as-a-Service’ (12-month contracts);

•        Airtime and data top-ups;

•        Nwassa (Agri-marketplace platform and value added transaction services);

•        Utilities and other bill pay services through its electronic wallet solution; and

•        Cross-sell fees from referrals for insurance and lending services offered by strategic partners.

•        Export Services.    In connection with the launch of Tingo DMCC, Tingo Group intends to provide various services related to its export business, either directly or outsourced to third parties, including:

•        Procurement;

•        Invoicing, billing, and collections;

•        Warehousing and storage;

•        Logistics services, including loading, unloading, transport, and delivery; and

•        Customs clearance and certified inspection.

•        Key Strategies.    Tingo Group intends to achieve growth and build competitive advantages through the following key strategies:

•        Increasing the number of Tingo Group users in Nigeria, including through new partnerships with additional agricultural cooperatives;

•        Extending Tingo Group’s services to other African countries, in addition to Nigeria, Ghana, and Malawi, where the Tingo Group currently operates — these may include Uganda, Kenya, and Tanzania. The company is conducting a detailed review with its corporate advisors to determine how best it can optimize and develop market entry strategies based on its proven success in Nigeria and, most recently, Ghana and Malawi;

•        In the medium term, expanding Tingo Group’s services to countries outside of Africa, including China

•        Pursuing opportunities for wholesale mobile phone sales to both agricultural and non-agricultural customers; and

•        Diversifying the Tingo Group customer base to include users outside of the agricultural sector.

General

Tingo Group’s core areas of focus are fintech and agri-tech services, delivered through its mobile devices and voice and data packages. Tingo Group’s goal is to provide a best-in-class customer experience, support the domestic economies of its host countries and support technological and financial inclusion for its users.

Tingo Mobile, with approximately 9.3 million subscribers and with no single direct competition at scale, is believed by management to be Nigeria’s leading technology and device-as-a-service platform aimed at accelerating digital commerce, especially in the country’s agri-tech and fintech verticals.

Tingo posted a total revenue of $865.9 million in 2021 with $327.1 million in operating income. In the nine months ended September 30, 2022, Tingo posted revenues of $817.4 million and gross profit of $789.1 million. An important highlight was the growth in contribution to total revenue from the high margin agri-fintech business line (Nwassa platform). In Q3 2022, Agri-Fintech revenue was $139.1 million, or 47.7% of total revenue, with mobile sales and leasing comprising the remainder. By comparison, during 2021, Agri-Fintech revenue was 22.9% of total revenue.

Tingo Group’s customers are highly engaged, and most are dependent on Tingo Group for the successful running and profitability of their small farms. This has allowed Tingo Group to maintain consistent customer retention since 2014, at approximately 9.3 million customers.

The Tingo Group continues to focus its efforts on product development and enhanced user experience to reach more users and organizations. To that end, Tingo Group seeks to provide the latest mobile phone handsets at affordable prices and expand its areas of operations to encompass the everyday needs of its excising users and to attract new ones.

Structure

The Tingo Group structure has been organized to facilitate expansion within Africa, as well as the creation of Tingo’s commodity export financing subsidiary in Dubai, as shown in the following diagram:

____________

(1)      Tingo Group Holdings, LLC also has an intermediate subsidiary incorporated in the British Virgin Islands that is considered a disregarded entity for U.S. tax purposes.

Operations and Business Model

A key challenge in Africa’s agricultural value chain is the weak link between rural small holder farmers and demand centers in urban areas. Tingo Group has developed the Nwassa platform to connect farmers directly with wholesale and retail purchasers, as well as experienced experts and suppliers. Farmers and farm cooperatives connect with brokers, arrange for storage and transportation of their produce, and ultimately obtain improved economic outcomes through higher product prices and lower storage and transportation losses. Since the launch of Nwassa, adoption and usage of the platform has grown rapidly.

Approximately 98% of Tingo Group’s customers are active users of the Nwassa platform, and the platform processes approximately $1 billion USD in gross transaction value (GTV) on a monthly basis. In addition, Tingo Group has invested in a cell-on-wheels platform to boost network and wireless coverage in regions with low wireless coverage in an effort to ensure its customers have consistent access to Tingo Group services and Nwassa whenever such is required.

Tingo Group believes that as its business continues to grow, it is positioned to benefit from operating leverage and economies of scale. In particular, Tingo Group is able to provide incremental value-added services to its large customer base.

•        Customers.    Tingo Group has consistently maintained over 9.3 million customers since 2014, with a focus on supporting Tingo Group customers who primarily work in the agricultural sector. Tingo Group has been able to do this though a unique and efficient B2B2C business model. Tingo Group contracts with farming cooperatives and other associations who engage their large agricultural customers to utilize Tingo Group’s products and services. Tingo’s customers are a mix of farmers (small holder and subsistence), and individuals who work in storage, transportation and logistics across the agricultural value chain. The number of customers stated above represents the number of mobile handset devices that have been distributed, in 1 year (12 month) contracts, to members of Tingo Group’s partner farmers’ cooperatives and those making monthly (12) lease payments, via the cooperatives, to Tingo Group. Tingo Group then provides additional services to the members of the cooperatives as described herein, primarily through the Nwassa platform.

Because Tingo Group contracts with agricultural cooperatives and associations who facilitate access to Tingo Group mobile devices and services to their members, attrition or “churn” rates have been consistently less than 1% over the last nine years. The members of the farmers’ cooperatives have the option to sign up to Tingo Group’s non-cancellable agreements for a 1-year leasing period. While these are non-cancelable agreements, there are instances whereby the farmers may cease making payments. However, as noted above, there has been a churn rate of less than 1% over each leasing cycle.

Customer count and activity on Tingo Group’s various platforms are key drivers of its revenue. Tingo Group currently generates revenue from the following sources:

•        Mobile phone leasing:    Tingo Group supplies mobile devices to its customers. Customers are provided a 12-month term over which the device is leased.

•        Outright sales of mobile phones:    In 2020, Tingo Group sold 3.1 million handsets to a distributor based in Kenya, and in Q4 2021 Tingo Group sold an additional 2.9 million handsets to a non-agricultural cooperative in Nigeria. In Q3 2022, Tingo Group sold an additional 87,508 mobile devices in a bulk sale. Tingo Group will likely seek to pursue similar sales opportunities in the future.

•        Commissions on mobile talk and data purchases:    Tingo Group earns a fixed percentage commission on the value of mobile airtime and data purchased on all Tingo Group devices. The commission is paid by Airtel, Tingo Group’s partner network operator.

•        Nwassa platform fees and commissions:    Tingo Group earns a fixed percentage commission on the value of transactions completed on its Nwassa platform. Examples of transactions completed on Nwassa include commodity trades, utility bill payments, airtime purchases (outside the Airtel network), insurance coverage purchases, and loans.

•        Tingo Pay commissions:    Beginning in Q1 2023, Tingo Group aspires to earn a flat commission on transactions completed on Tingo Pay, which include credits into, and transfers from, the Tingo Pay wallet for purposes such as bill payments and peer-to-peer payments.

•        Mobile Phone Leasing.    Historically, Tingo Group has distributed over 31 million units of mobile handsets across Africa since 2013. These are a mix of leased phones and outright sales. Tingo Group believes it is well positioned to provide its installed customer base with new phones every three years. Each phone is pre-installed with Tingo Group applications which provides access to its financial services and agricultural ecosystem. Tingo Group has a long-standing partnership with Airtel, a leading

telecommunications services provider with headquarters in Lagos, Nigeria. Tingo Group’s handset production is outsourced to UGC Technologies, a manufacturing hub in China and Tingo Group is exploring additional production partners. In addition to mobile leasing customers, Tingo Group has seen a trend in 2022 of outright sales (non-leasing) customers also registering for the Nwassa platform service to gain access to airtime top up and utility pay services.

•        Mobile Voice and Data Service.    Through a Mobile Virtual Network agreement with Airtel, Tingo Group provides its customers in Nigeria with voice and data services. Each month its customers receive 2,500 airtime minutes, 10 free SMS text messages outside the Tingo Group network, 100 free SMS messages within the Tingo Group network and 500 MB data for a monthly access fee of circa $3.00 USD (using 414 USD/NGN exchange rate) per month. This fee is shared with Airtel, of which Tingo Group’s share (16%) equates to USD $0.48 per user per month.

•        Nwassa Platform.    Tingo Group’s proprietary platform, Nwassa, supports Nigeria’s agricultural value chain with market access and provides users with a variety of agri-tech and fintech services, including:

•        Access to agricultural markets for crops, packaging, warehousing, and cargo logistics

•        Digital wallet services, including sending and receiving domestic payments, monitoring cash flow in real time and securely holding money

•        Access to other third-party services such as utility bill payment, virtual airtime top-up, insurance services, and alternative lending solutions. For each third-party service or product purchased by its customers, Tingo Mobile receives an introducer fee or commission:

•        Utility bill payment, airtime sales and commodity sales:    4% commission

•        Insurance:    100 NGN (or foreign equivalent) per subscriber, the USD equivalent is $0.24 per subscriber using 414 NGN/USD exchange rate

•        Lending:    Tingo Group receives a commission on each loan taken via the platform

•        Tingo Pay.    The Tingo Pay app was launched in February 2023. Tingo Pay offers the following services:

•        Tingo Group wallet top-up

•        Peer-to-peer payments (including merchant payments at stores)

•        Utility and expense payments (e.g., airtime, broadband, cable, electricity, water, hotels, flights)

•        Pension payments

•        QR code payment services

Competition

In Nigeria and the other African countries in which Tingo Group operates, it competes with a large number of mobile phone carriers. Current competitors may seek to intensify their investments in those markets and also expand their businesses into new markets. Competitive pressure from current or future competitors or Tingo Group’s failure to quickly and effectively adapt to a changing competitive landscape could adversely affect its growth. Current or future competitors may offer lower prices and enhanced features, and, as a result, Tingo Group may be forced to lower its prices and upgrade its phones and network in order to maintain its market share.

With respect to Tingo Group’s payment services, Tingo faces competition from financial institutions that offer payment processing services, debit and credit card service providers, other offline payment options and other electronic payment system operators, in each of the markets in which Tingo Group operates. Tingo Group expects competition to intensify in the future, as existing and new competitors may introduce new services or enhance existing services. New entrants tied to established brands may engender greater user confidence in the safety and efficacy of their services.

Tingo Group believes that developing and maintaining awareness of its brand is critical to achieving widespread acceptance of the Tingo network and is an important element in attracting new users. Furthermore, Tingo Group believes that the importance of brand recognition will increase as competition in its markets increases.

Successful promotion of the Tingo Group brand will depend largely on the effectiveness of Tingo Group’s marketing efforts and its ability to ensure that the Tingo Group network remains reliable, and useful at competitive prices. Brand promotion activities may not yield increased revenue, and even if they do, any increased revenue may not offset the expenses Tingo Group incurs in building its brand. If Tingo Group fails to successfully promote and maintain its brand or incurs substantial expenses in an unsuccessful attempt to promote and maintain its brand, Tingo Group may fail to attract new customers and cooperative partners or to grow or maintain its telecommunications network.

If Tingo Group fails to compete effectively, it may lose existing users and fail to attract new users, which could have a material adverse effect on its business, financial condition, results of operations and prospects.

Market and Industry Trends

Africa is the second-largest continent by land mass and population. The continent is also the youngest by far, with a median age of 19.7 years for its 1.3 billion people in 2020. Tingo believes the building blocks for growth in Africa’s agriculture industry are in place and that it is well positioned to participate in the growth of this key demographic segment.

In a report by The Economist, Sub-Saharan Africa’s population is growing at a pace of 2.7% per year, which is more than twice as fast as the populations of South Asia 1.2% and Latin America 0.9%. At the current growth rate, the continent’s population will double by 2050. Africa’s younger population represents a significant opportunity for growth in the demand for agricultural commodities. This younger generation is also being born into a “networked” world and is more comfortable using technology to achieve their goals. In addition, Africa’s governments are increasingly focused on improving business conditions for entrepreneurs and small businesses on the continent. Sub-Saharan Africa’s World Bank Doing Business rank has improved by approximately 20 points: from 45 in 2004 to 65 in 2020. This trend appears likely to continue and will encourage the establishment of new ventures across a variety of economic sectors, including agriculture.

Foreign direct investment (FDI) to African countries hit a record $83 billion in 2021, according to UNCTAD’s World Investment Report 2022 published on 9 June. This was more than double the amount reported in 2020, when the COVID-19 pandemic weighed heavily on investment flows to the continent. Despite the strong growth, investment flows to Africa accounted for only 5.2% of global FDI, up from 4.1% in 2020. Foreign direct investments into Africa will likely continue to help resolve significant infrastructure constraints and create value in the agricultural sector.

Nigeria is the largest economy and the most populous country in Africa and is therefore central to the continent’s growth. According to an Oxford Business Group 2021 report, agriculture accounts for 14% of total GDP in sub-Saharan Africa, and a majority of the continent’s population is employed in the sector. Agriculture is therefore central to African livelihoods as many of sub-Saharan Africans are small holder farmers and the FAO estimates that Africa holds 60% of the world’s uncultivated arable land.

In Nigeria, the agricultural industry employs 36% of the labour force and represents 22% of the country’s GDP according to a PWC report. Despite the scale of the agricultural industry in Nigeria, relative productivity remains disappointing. Nigeria’s suboptimal agricultural productivity is driven by several factors, including broken linkages to demand centers, inefficient capital allocation for the purchase of inputs, and underdeveloped and fragmented access to services. Tingo Group aims to play a significant role in resolving these issues.

Technology, Manufacturing and Distribution

Tingo Group continuously invests in its technology, data collection and analytics capabilities, operating primarily through Tingo Group-employed developers in Nigeria. Tingo Group’s research and development activities focus on the production, maintenance and operation of new and existing products and services. Tingo Group believes the development of its technology serves as an investment in future growth that will enhance consumer experience and satisfaction. Tingo Group may seek to increase investments into its technology and data capabilities in the future.

In March 2020, Tingo Mobile entered into a mobile phone procurement contract with UGC Technologies Company Limited, with located in Shenzhen City, China. In January 2022, Tingo Mobile entered into an agreement with Bullitt Mobile Limited, based in Reading, England, who are a supplier of branded cellular telephone products and accessories. Tingo made the decision to diversify its supplier base given the many challenges experienced by companies with globally distributed supply chains through the Covid-19 pandemic.

UGC Technologies Company Limited and Bullitt Mobile Limited are Tingo Group’s sole suppliers of mobile phones at present. The procurement contract with UGC Technologies Company Limited allows Tingo Group to raise purchase orders in line with its customer demand and provides capacity to meet demand from wholesale customers. In addition, Tingo Group is exploring opportunities to establish relationships with other production partners.

Intellectual Property

Intellectual property rights are important to Tingo Group’s business. Tingo relies on copyright laws in the United States and other jurisdictions to establish and protect its intellectual property rights. However, these laws provide only limited protection. Although Tingo Group takes steps to protect its intellectual property rights, it cannot be certain that the steps taken will be sufficient or effective to prevent unauthorized access, use or copying. Moreover, others may seek to infringe on, misappropriate, or otherwise violate Tingo Group’s intellectual property rights. Policing the unauthorized use of Tingo Group’s intellectual property rights can be difficult. The enforcement of Tingo Group’s intellectual property rights also depends on any legal actions Tingo Group may bring against any such parties being successful, but these actions are costly, time-consuming, and may not be successful, even when Tingo Group’s rights have been infringed, misappropriated, or otherwise violated.

In addition, aspects of Tingo Group’s platform and services include software covered by open-source licenses. The terms of various open-source licenses have not been interpreted by United States courts, and there is a risk that such licenses could be construed in a manner that imposes unanticipated conditions or restrictions on Tingo Group’s services.

Although Tingo Group relies on intellectual property rights in its business, it also seeks to preserve the integrity and confidentiality of its intellectual property rights through appropriate technological restrictions, such as physical and electronic security measures.

Employees, Contract Personnel and Human Capital Resources

Tingo Group employs approximately 30 executive, marketing, and administrative personnel, inclusive of its executive officers. The Tingo Group has approximately 409 full-time employees, 38 part-time employees, and approximately 20,000 part-time, commission-based agents who work with Tingo’s two farmer’s cooperatives and the All Farmers Association of Nigeria.

Tingo Group understands that its success depends on its ability to attract, train and retain its employees and contract personnel. Tingo Group strives to attract, recruit, and retain employees through competitive compensation and benefit programs, learning and development opportunities that support career growth and advancement opportunities, and employee engagement initiatives that foster a strong company culture. Tingo Group also recognizes the importance of keeping its employees safe. In response to the COVID-19 pandemic, Tingo Group implemented changes that it determined were in the best interest of its employees and have followed local government orders to prevent the spread of COVID-19.

Facilities

The Tingo Group’s largest office is in Lagos, Nigeria, where the bulk of its operations and support personnel are located. Tingo also has offices in Accra, Ghana and Dubai.

In the United States and the United Kingdom, Tingo Group subleases office space on a month-to-month basis.

Government Regulation

Telecommunications Regulation in Nigeria

NCC Act.    The primary statute and set of regulations governing the telecommunications sector in Nigeria is the Nigerian Communications Act (2003) (the “NCC Act”) and regulations made under it. Also relevant are the Wireless Telegraphy Act (1966), as amended (the “WT Act”), Cybercrimes (Prohibition Prevention, Etc.) Act (2015), the National Information Technology Development Agency Act (2007) and, to the extent that telecommunications companies may wish to use spectra ordinarily reserved for broadcast, the National Broadcast Commission Act (1992) and the respective regulations made under these statutes. The NCC Act is the key regulatory framework

for the Nigerian telecommunications industry. The NCC Act stipulates rules relating to the classes of licenses, licensing processes and offenses for failure to comply with the provisions of the Act. It established the Nigerian Communications Commission (“NCC”) as a federal agency and regulator charged with the responsibility of facilitating investments in and entry into the Nigerian market for the provision and supply of communication services, equipment and facilities, granting and renewing communications spectrum and operating licenses and the promotion of fair competition in the communications.

Nigerian Communications Commission (NCC).    The NCC is the independent national regulatory authority for the telecommunications industry in Nigeria. It is responsible for stimulating investments in the sector and creating an enabling environment for competition among operators in the industry. The NCC is mandated to monitor all significant matters relating to the performance of all licensed telecommunications service providers and publish annual reports. The powers of the NCC range from the issuance of various licenses relating to the provision of communications services, equipment, and products, to regulating competition, issuing spectrum and numbering resources for the industry.

Licensing Framework for the Telecommunications Sector.    License requirement Section 32 of the NCC Act empowers the NCC to issue communication licenses for the operation and provision of communication services or facilities by way of class or individual license on such terms and conditions as the NCC may from time to time determine. No person can operate a telecommunications system or facility, or provide a communications service in Nigeria, unless authorized to do so under a communications license or exempted under regulations made by the NCC. The NCC also issues an ‘international sub-marine cable infrastructure landing station services license’, which allows the licensee to land, install, operate and manage submarine cable infrastructure in Nigeria. The license is typically for a period of 20 years or such other period as may be imposed by the regulator.

Technical Standards and Duties to End Customers.    The NCC Act and guidelines issued pursuant to it prescribe technical standards to which Tingo’s partner Airtel Nigeria is required to adhere. Under Section 130 of the NCC Act, the NCC must publish technical codes and specifications for telecommunication equipment and facilities to be used in Nigeria. It is an offense to use any technical equipment or system which hinders network inter-operability, or which compromises public safety. The NCC must also conduct type approval tests and issue certificates in respect of communications equipment and facilities to be used in Nigeria. It is an offense punishable by fine or imprisonment to sell or install any communications equipment or facilities without first obtaining the NCC’s type approval test certificate. The NCC regularly publishes technical standards applicable to all telecommunications equipment to be used in Nigeria on its website, as well as lists of approved handsets and telecommunications equipment that have been tested and approved by the NCC for use in Nigeria.

Universal Service Obligations.    The NCC Act empowers the NCC to design, manage and implement a universal service system that will promote widespread availability and usage of network services and application services throughout Nigeria. The NCC furthers this objective by encouraging the installation of network facilities and the provision of network services and applications to institutions in underserved areas and communities.

Federal Ministry of Communications.    The Federal Ministry of Communications is responsible for policy formulation as it pertains to the information and communications technology sector. Its policy direction drives activities and developments within the sector. The Federal Ministry of Communications is mandated to facilitate universal, ubiquitous and cost-effective access to communications infrastructure and to utilize information and communications for job creation, economic growth and transparency in governance.

Anti-Money Laundering Act and Anti-Money Laundering Regulations.    Section 1 of the Money Laundering (Prohibition) Act, 2011 (the “MLA”) provides that no body corporate shall, except in a transaction concluded through a financial institution, make or accept cash payment of a sum exceeding ₦10 million (approximately $27 thousand USD). Section 2 of the MLA places a reporting obligation on any body corporate transferring funds or securities exceeding $10 thousand USD or its equivalent to or from a foreign country. The relevant body corporate is required to report in writing, within seven days of the transaction, to the Central Bank of Nigeria and the Nigerian SEC.

Data Protection Laws in Nigeria

The Consumer Code of Practice Regulations.    The Consumer Code of Practice Regulations (2007) (the “CCP Regulations”) issued by the NCC regulates data protection in the telecommunications sector. The CCP Regulations obligate NCC licensees to take all steps reasonable to prevent the “inappropriate” and “inadvertent” disclosure of

THE SPECIAL MEETING

This proxy statement is being provided to MICT stockholders in connection with the solicitation of proxies by the MICT Board of Directors for use at the Special Meeting and at any adjournments or postponements thereof. MICT stockholders are encouraged to read this entire document carefully, including its annexes and the documents incorporated by reference herein, for more detailed information regarding the merger agreement and the transactions contemplated thereby.

Date, Time and Place of the Special meeting

The Special Meeting is scheduled to be held virtually via live, audio-only webcast on            , 2023, beginning at            , Eastern Time.

The Special Meeting will be held by means of remote communication via live webcast. There will not be a physical location. In light of continuing public health and travel concerns arising from the coronavirus (COVID-19) outbreak, MICT believes hosting a virtual meeting helps ensure the health and safety of its stockholders, the MICT Board of Directors and MICT management. MICT stockholders will be able to virtually attend and vote at the Special Meeting by visiting            , which is referred to as the “Special Meeting website.” MICT stockholders will need the 16-digit control number found on their proxy card in order to access the Special Meeting website.

Matters to Be Considered at the Special Meeting

The purpose of the Special meeting is to consider and vote on each of the following proposals, each of which is further described in this proxy statement:

•        Proposal 1 — Charter Amendment Proposal:    To approve and adopt an amendment to the MICT Restated Certificate of Incorporation to increase the authorized shares of MICT common stock;

•        MICT Proposal 2 — Conversion Proposal:    To consider and vote upon a proposal to approve, in accordance with Nasdaq Listing Rule 5635(a), the issuance of shares of MICT common stock, upon conversion of the Series A Preferred Stock; and

•        MICT Proposal 3 — Adjournment Proposal:    To approve the adjournment of the Special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal and the conversion proposal.

Approval of the Charter Amendment Proposal and the conversion proposal are conditions to the conversion. Approval of the Adjournment Proposal is not a condition to the conversion.

Only business within the purposes described in the Special Meeting notice may be conducted at the Special Meeting.

Recommendation of the MICT Board of Directors

After careful consideration, the MICT Board of Directors unanimously recommends that MICT’s stockholders vote “FOR” the Charter Amendment Proposal, “FOR” the conversion and “FOR” the Adjournment Proposal.

Record Date for the Special meeting and Voting Rights

The record date to determine MICT stockholders who are entitled to receive notice of and to vote at the Special Meeting or any adjournments or postponements thereof is            , 2023. At the close of business on the record date, there were            shares of Common Stock issued and outstanding and entitled to vote at the Special Meeting.

Each MICT stockholder is entitled to one vote on each proposal for each share of Common Stock held of record at the close of business on the record date. Only MICT stockholders of record at the close of business on the record date are entitled to receive notice of and to vote at the Special Meeting and any and all adjournments or postponements thereof.

A complete list of MICT stockholders entitled to vote at the Special Meeting will be available for inspection at MICT’s headquarters during regular business hours for a period of no less than 10 days before the Special meeting at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645. If MICT’s headquarters are closed for health and safety reasons related to the COVID-19 pandemic during such period, the list of MICT’s stockholders will be made available for inspection upon request to MICT’s corporate secretary at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645, subject to the satisfactory verification of stockholder status. The list of MICT stockholders entitled to vote at the Special Meeting will also be made available for inspection during the Special Meeting via the Special Meeting website.

Quorum; Abstentions and Broker Non-Votes

A quorum of MICT stockholders is necessary to conduct business at the Special Meeting. The presence in person or by proxy of the holders of a majority of the issued and outstanding shares of Common Stock entitled to vote at the Special Meeting will constitute a quorum. Shares of Common Stock present at the Special Meeting by virtual attendance via the Special Meeting website or represented by proxy and entitled to vote, including shares for which a MICT stockholder directs an “abstention” from voting, will be counted for purposes of determining a quorum. Since the Charter Amendment Proposal is considered a routine matter, shares held in “street name” through a broker, bank or other nominee will be counted as present for the purpose of determining the existence of a quorum if such broker, bank or other nominee does not have instructions to vote on any such proposals.

If a quorum is not present, the Special Meeting will be adjourned or postponed until the holders of the number of shares of Common Stock required to constitute a quorum attend.

Under New York Stock Exchange rules, banks, brokers or other nominees who hold shares in “street name” on behalf of the beneficial owner of such shares have the authority to vote such shares in their discretion on certain “routine” proposals when they have not received voting instructions from the beneficial owners. However, banks, brokers or other nominees are not allowed under Nasdaq rules to exercise their voting discretion with respect to matters that are “non-routine.” This can result in a “broker non-vote,” which occurs on a proposal when (i) a bank, broker or other nominee has discretionary authority to vote on one or more “routine” proposals to be voted on at a meeting of stockholders, but is not permitted to vote on other “non-routine” proposals without instructions from the beneficial owner of the shares, and (ii) the beneficial owner fails to provide the bank, broker or other nominee with voting instructions on a “non-routine” matter. The conversion proposal and Adjournment Proposal are considered “non-routine” matters, and banks, brokers or other nominees will not have discretionary authority to vote on any matter before the Special Meeting. As a result, MICT only expects broker non-votes with respect to the Charter Amendment Proposal. If you hold your shares of Common Stock in “street name,” your shares will not be voted on any matter other than the Charter Amendment Proposal unless you affirmatively instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instructions provided by your bank, broker or other nominee. It is therefore critical that you cast your vote by instructing your bank, broker or other nominee on how to vote. Brokers will not be able to vote on any of the proposals before the Special Meeting unless they have received voting instructions from the beneficial owners.

Required Votes

The vote required to approve each of the proposals listed below assumes the presence of a quorum at the Special Meeting.

Vote of MICT Directors and Executive Officers

As of            , 2023, the record date, MICT directors and executive officers beneficially owned and were entitled to vote in the aggregate            shares of Common Stock, which represented            % of the Common Stock issued and outstanding on the record date. MICT currently expects that all MICT directors and executive officers will vote their shares “FOR” the Charter Amendment Proposal, “FOR” the conversion proposal and “FOR” the Adjournment Proposal. See the section titled “Interests of MICT Directors and Executive Officers” in this proxy statement and the arrangements described in MICT’s Definitive Proxy Statement on Schedule 14A for MICT’s 2022 annual meeting of stockholders, filed with the SEC on December 8, 2022, which is incorporated by reference in this proxy statement.

Methods of Voting

Stockholders of Record

If you are a MICT stockholder of record, you may vote at the Special Meeting by proxy over the internet or telephone or by mail, or by virtually attending and voting at the Special Meeting via the Special Meeting website, as described below.

•        By Internet:    To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the 16-digit control number from the proxy card you receive. Your vote must be received by 11:59 p.m. Eastern Time on            , 2023 to be counted. If you vote via the Internet, you do not need to return a proxy card by mail.

•        By Telephone:    To vote by telephone, dial            (the call is toll-free in the United States and Canada; toll charges apply to calls from other countries) and follow the recorded instructions. You will be asked to provide the 16-digit control number from the proxy card. Your vote must be received by 11:59 p.m., Eastern Time, on            , 2023 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.

•        By Mail:    To vote by mail using the proxy card (if you requested paper copies of the proxy materials to be mailed to you), you need to complete, date and sign the proxy card and return it promptly by mail in the envelope provided so that it is received no later than            , 2023. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail.

•        Virtually via the Special Meeting Website:    To vote at the Special Meeting, visit            , where you can virtually attend and vote at the Special Meeting. You will be asked to provide the 16-digit control number from the proxy card you receive in order to access the Special Meeting website.

Unless revoked, all duly executed proxies representing shares of Common Stock entitled to vote at the Special Meeting will be voted at the Special Meeting and, where a choice has been specified on the proxy card, will be voted in accordance with such specification. If you submit an executed proxy without providing instructions for any proposal, your shares will be voted “FOR” the Charter Amendment Proposal, “FOR” the conversion and “FOR” the Adjournment Proposal.

Beneficial (Street Name) Stockholders

If you hold your shares of Common Stock through a bank, broker or other nominee in “street name” instead of as a registered holder, you must follow the voting instructions provided by your bank, broker or other nominee in order to vote your shares. Your voting instructions must be received by your bank, broker or other nominee prior to the deadline set forth in the information from your bank, broker or other nominee on how to submit voting instructions. If you do not provide voting instructions to your bank, broker or other nominee for a proposal, your shares of Common Stock will not be voted on the conversion proposal or Adjournment Proposal because your bank, broker or other nominee does not have discretionary authority to vote on such proposals. See the section titled “The Special Meeting — Quorum; Abstentions and Broker Non-Votes.”

If you hold your shares of Common Stock through a bank, broker or other nominee in “street name” (instead of as a registered holder), you must obtain a specific control number from your bank, broker or other nominee in order to virtually attend and vote at the Special Meeting via the Special Meeting website. See the section titled “The Special Meeting — Virtually Attending the Special Meeting.”

Virtually Attending the Special Meeting

If you wish to virtually attend the Special Meeting via the Special Meeting website, you must (i) be a MICT stockholder of record at the close of business on            , 2023, the record date, (ii) hold your shares of Common Stock beneficially in the name of a broker, bank or other nominee as of the record date or (iii) hold a valid proxy for the Special Meeting.

To enter the Special Meeting website and virtually attend the Special Meeting, you will need the 16-digit control number located on your proxy card. If you hold your shares of Common Stock in street name beneficially through a broker, bank or other nominee and you wish to virtually attend the Special Meeting via the Special Meeting website, you will need to obtain your specific control number and further instructions from your bank, broker or other nominee. The 16-digit control number is also needed to access the list of MICT stockholders entitled to vote at the Special Meeting during the time of the meeting.

If you plan to virtually attend and vote at the Special Meeting via the Special Meeting website, MICT still encourages you to vote in advance by the internet, telephone or (if you received a paper copy of the proxy materials) by mail so that your vote will be counted even if you later decide not to virtually attend the Special Meeting via the Special Meeting website. Voting your proxy by the internet, telephone or mail will not limit your right to virtually attend and vote at the Special Meeting via the Special Meeting website if you later decide to do so.

Revocability of Proxies

Any MICT stockholder giving a proxy has the right to revoke it at any time before the proxy is voted at the Special Meeting. If you are a MICT stockholder of record, you may revoke your proxy by any one of the following actions:

•        by sending a signed written notice of revocation to MICT’s Corporate Secretary, provided such notice is received no later than the close of business on            , 2023;

•        by voting again over the internet or telephone as instructed on your proxy card before the closing of the voting facilities at 11:59 p.m., Eastern Time, on            , 2023;

•        by submitting a properly signed and dated proxy card with a later date that is received by MICT’s Corporate Secretary no later than the close of business on            , 2023; or

•        by virtually attending the Special Meeting via the Special Meeting website and requesting that your proxy be revoked, or virtually voting via the Special Meeting website as described above.

Only your last submitted proxy will be considered.

Execution or revocation of a proxy will not in any way affect a MICT stockholder’s right to virtually attend and vote at the Special meeting via the Special Meeting website.

Written notices of revocation and other communications relating to the revocation of proxies should be addressed to:

MICT, Inc.
Attn: Controller, Moran Amran
28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645

If your shares of Common Stock are held in “street name” and you previously provided voting instructions to your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee to revoke or change your voting instructions. You may also change your vote by obtaining your specific control number and instructions from your bank, broker or other nominee and voting your shares at the Special Meeting via the Special Meeting website.

Proxy Solicitation Costs

MICT is soliciting proxies on behalf of the MICT Board of Directors. MICT will bear the entire cost of soliciting proxies from MICT stockholders. Proxies may be solicited on behalf of MICT or by MICT directors, officers and other employees in person or by mail, telephone, facsimile, messenger, the internet or other means of communication, including electronic communication. MICT directors, officers and employees will not be paid any additional amounts for their services or solicitation in this regard.

MICT will request that banks, brokers and other nominee record holders send proxies and proxy material to the beneficial owners of MICT common stock and secure their voting instructions, if necessary. MICT may be required to reimburse those banks, brokers and other nominees on request for their reasonable expenses in taking those actions.

MICT has also retained Morrow to assist in soliciting proxies and in communicating with MICT stockholders and estimates that it will pay Morrow a fee of approximately            , plus reimbursement for certain out-of-pocket fees and expenses. MICT also has agreed to indemnify Morrow against various liabilities and expenses that relate to or arise out of its solicitation of proxies (subject to certain exceptions).

Householding

SEC rules permit companies and intermediaries such as brokers to satisfy delivery requirements for proxy statements and notices with respect to two or more stockholders sharing the same address by delivering a single proxy statement or a single notice addressed to those stockholders. This process, which is commonly referred to as “householding,” provides cost savings for companies. MICT has previously adopted householding for MICT stockholders of record. As a result, MICT stockholders with the same address and last name may receive only one copy of this proxy statement. Registered MICT stockholders (those who hold shares of Common Stock directly in their name with MICT’s transfer agent) may opt out of householding and receive a separate proxy statement or other proxy materials by sending a written request to MICT at the address below.

Some brokers household proxy materials, delivering a single proxy statement or notice to multiple MICT stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that they will be householding materials to your address, householding will continue until you are notified otherwise or until you revoke your consent. If, at any time, you no longer wish to participate in householding and would prefer to receive a separate proxy statement or notice, or if your receiving multiple copies of these documents and you wish to request that future deliveries be limited to a single copy, please notify your broker.

MICT will promptly deliver a copy of this proxy statement to any MICT stockholder who only received one copy of these materials due to householding upon request in writing to: MICT, Inc., Attn: Controller, Moran Amran, at 28 West Grand Avenue, Suite 3, Montvale, New Jersey 07645 or by calling (972) 9-8809935.

Adjournments

If a quorum is present at the Special Meeting but there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal, then MICT stockholders may be asked to vote on the Adjournment Proposal. If a quorum is not present, the presiding officer may adjourn the Special Meeting, from time to time, without notice other than announcement at the meeting of the hour, date and place, if any, to which the meeting is adjourned, and the means of remote communications, if any, by which MICT stockholders and proxyholders may be deemed to be present in person and vote at such adjourned meeting. The presiding officer may also adjourn the meeting to another hour, date or place, even if a quorum is present.

At any subsequent reconvening of the Special Meeting at which a quorum is present, any business may be transacted that might have been transacted at the original meeting, and all proxies will be voted in the same manner as they would have been voted at the original convening of the Special Meeting, except for any proxies that have been effectively revoked or withdrawn prior to the time the proxy is voted at the reconvened meeting.

Assistance

If you need assistance voting or completing your proxy card, or if you have questions regarding the Special Meeting, please contact Morrow, MICT’s proxy solicitor for the Special meeting, at:

Morrow Sodali LLC
470 West Avenue
Stamford, CT 06902
Tel: (800) 662-5200
Banks and brokers call (203) 658-9400
Email: MICT@investor.morrowsodali.com

MICT STOCKHOLDERS SHOULD CAREFULLY READ THIS PROXY STATEMENT IN ITS ENTIRETY FOR MORE DETAILED INFORMATION CONCERNING THE MERGER AGREEMENT AND THE COMBINATION. IN PARTICULAR, MICT STOCKHOLDERS ARE DIRECTED TO THE MERGER AGREEMENT, WHICH IS ATTACHED AS ANNEX A HERETO.

PROPOSAL 1: MICT CHARTER AMENDMENT PROPOSAL

MICT is seeking to approve and adopt the amendment to the MICT Amended and Restated Certificate of Incorporation to increase the number of authorized shares of Common Stock from 425,000,000 to [            ] shares. The form of the proposed amendment to the MICT Amended and Restated Certificate of Incorporation is attached as Annex C to this proxy statement. The additional authorized shares will provide MICT with a sufficient number of authorized shares to complete the conversion and have additional authorized shares for future strategic business decisions as determined by the MICT Board of Directors.

We currently do not have enough authorized shares available to permit the conversion of the Series A Preferred Stock. Accordingly, we will file the amendment to increase the authorized number of shares of our Common Stock from 425,000,000 shares to [            ] shares.

All newly authorized shares of Common Stock would have the same rights as the presently authorized shares of Common Stock, including the right to cast one vote per share and to participate in dividends when and to the extent declared and paid.

In addition, our working capital requirements are significant and may require us to raise additional capital through additional equity financings in the future. If we issue additional shares of Common Stock or other securities convertible into shares of our Common Stock in the future, it could dilute the voting rights of existing stockholders and could also dilute earnings per share and book value per share of existing stockholders. The increase in authorized number of Common Stock could also discourage or hinder efforts by other parties to obtain control of the Company, thereby having an anti-takeover effect. The increase in authorized number of Common Stock is not being proposed in response to any known threat to acquire control of the Company

The MICT Board of Directors, after careful consideration, unanimously determined that the Charter Amendment Proposal, on the terms and conditions set forth in the form of the Amendment attached as Annex C to this proxy statement are advisable and fair to, and in the best interests of, MICT and its stockholders, and approved that the charter proposal amendment be submitted to the MICT stockholders for approval.

The MICT Board of Directors unanimously recommends that MICT stockholders vote “FOR” the Charter Amendment Proposal.

Assuming a quorum is present at the Special Meeting, approval of the Charter Amendment Proposal requires the affirmative vote of the holders of Common Stock representing at least a majority of the outstanding shares of Common Stock entitled to vote thereon. If a MICT stockholder fails to vote, fails to instruct its bank, broker, or other nominee to vote with respect to the Charter Amendment Proposal, or abstains from voting, it will have the same effect as a vote “AGAINST” the Charter Amendment Proposal.

THE MICT BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MICT STOCKHOLDERS VOTE “FOR” THE CHARTER AMENDMENT PROPOSAL.

PROPOSAL 2: CONVERSION PROPOSAL

Overview

As described above, the Company issued 2,604.28 shares of Series A Preferred Stock in the Combination. Upon conversion of the above-described Series A Preferred Stock, 26,042,808 shares of Common Stock are issuable, assuming approval of this Proposal No. 2.

Subject to stockholder approval, each share of Series A Preferred Stock is convertible into approximately 10,000 shares of Common Stock. This Proposal No. 2 would provide the necessary approval to permit such conversion.

If stockholders have not approved the conversion of the Series A Preferred Stock into MICT common stock by June 30, 2023 (the “Trigger Date”), then, (i) all issued and outstanding shares of Series A Preferred Stock will be immediately and automatically redeemed by MICT, and all accrued and unpaid dividends thereon to the date of redemption extinguished, in consideration of the right to receive an aggregate amount, in respect of all shares of Series A Preferred Stock, of $1.00 in cash, and (ii) MICT shall, within ten (10) Business Days following the Trigger Event, cause Tingo LLC, a wholly-owned subsidiary of MICT (“Delaware Sub”), to issue to Tingo, the amount of membership interests of Delaware Sub as needed to cause Tingo, to own 27% of the total issued and outstanding membership interests of Delaware Sub, subject to the terms of the Series A Preferred Stock Certificate of Designations.

We cannot guarantee that our stockholders will approve this matter, and if they fail to do so our operations may be materially harmed.

Shares Issuable Upon Conversion

As described above, the Company issued 2,604.28 shares of Series A Preferred Stock in the Combination. Upon conversion of the above-described Series A Preferred Stock, 26,042,808 shares of Common Stock are issuable. The sale into the public market of the underlying Common Stock could materially and adversely affect the market price of our Common Stock. See “Risk Factors.”

Assuming the approval of this Proposal No. 2, the total number of shares of Common Stock issued and outstanding or reserved for issuance (determined on an as-converted basis) will be approximately [              ].

Description of Series A Preferred Stock

Conversion.    Subject to stockholder approval of Proposal No. 1 and Proposal No. 2, the Series A Preferred Stock is convertible into Common Stock at a rate of approximately 10,000 shares of Common Stock for every one share of Series A Preferred Stock that is converted. Following stockholder approval of the conversion proposal and the Charter Amendment Proposal, each share of Series A Preferred Stock then outstanding shall automatically convert into 10,000 of shares of Common Stock.

Voting Rights.    Except as otherwise required by law, the Series A Preferred Stock does not have voting rights. However, as long as any shares of Series A Preferred Stock are outstanding, MICT will not, without the affirmative vote of the holders of a majority of the then-outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock, (b) alter or amend the Series A Certificate of Designation, (c) authorize or create any class of stock ranking as to redemption or distribution of assets upon a Liquidation (as defined in the Series A Certificate of Designation) senior to, or otherwise pari passu with, the Series A Preferred Stock (other than the Corporation’s Series B Preferred Stock), (d) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of Series A Preferred Stock, or (e) enter into any agreement with respect to any of the foregoing.

Dividends.    No dividends shall be paid or payable on the Series A Preferred Stock unless a dividend is declared on the Common Stock, in which case the Series A Preferred Stock shall be paid a dividend equal to the amount it would have received if the Preferred Stock had been converted into Common Stock as contemplated by Section 6 of the Series A Certificate of Designation.

Liquidation and Dissolution.    Upon any liquidation, dissolution or winding-up of MICT, the holders of Series A Preferred Stock are entitled to receive out of the assets, whether capital or surplus, of MICT an amount equal to the greater of (i) $0.001 for each share of Series A Preferred Stock and (ii) an amount equal to the amount each share of Series A Preferred Stock would have received if it had been converted into Common Stock as contemplated by Section of the Series A Certificate of Designations, in each case, before any distribution or payment shall be made to the holders of any Junior Securities (as defined in the Series A Certificate of Designations), and if the assets of MICT shall be insufficient to pay in full such amounts, then the entire assets to be distributed to the holders of Series A Preferred Stock shall be ratably distributed among the holders of Series A Preferred Stock in accordance with the respective amounts that would be payable on such shares if all amounts payable thereon were paid in full.

Reasons for Stockholder Approval

The Common Stock is listed on the Nasdaq Capital Market and, as such, the Company is subject to the applicable Nasdaq rules, including Nasdaq Listing Rule 5635(a), which requires stockholder approval in connection with the acquisition of another company if the Nasdaq-listed company will issue more than 20% of its common stock. In order to permit the issuance of Common Stock upon conversion of the Series A Preferred Stock, the Company must first obtain stockholder approval of this issuance.

Interests of Certain Parties

As a result of the Combination, Tingo holds all of the shares of Series A Preferred Stock. Each of Kenneth Denos and John Brown, directors of MICT beneficially own [          ] and [            ] shares of Tingo common stock, respectively.

The MICT Board of Directors unanimously recommends that MICT stockholders vote “FOR” the conversion proposal.

Assuming a quorum is present at the Special Meeting, the conversion proposal requires the affirmative vote of the majority of the votes cast by MICT stockholders present virtually or represented by proxy and entitled to vote on the matter at the Special Meeting. An MICT stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the conversion proposal.

THE MICT BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MICT STOCKHOLDERS VOTE “FOR” THE CONVERSION PROPOSAL.

PROPOSAL 3: ADJOURNMENT OF THE SPECIAL MEETING

The Special Meeting may be adjourned to another time and place if necessary or appropriate to permit the solicitation of additional proxies if there are insufficient votes at the time of the Special Meeting to approve the Charter Amendment Proposal or the conversion proposal.

MICT is asking MICT stockholders to authorize the holder of any proxy solicited by the MICT Board of Directors to vote in favor of any adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Charter Amendment Proposal or the conversion proposal.

The MICT Board of Directors unanimously recommends that MICT stockholders vote “FOR” the Adjournment Proposal.

Assuming a quorum is present at the Special Meeting, the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders present virtually or represented by proxy and entitled to vote on the matter at the Special Meeting. An MICT stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will have no effect on the Adjournment Proposal.

THE MICT BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT MICT STOCKHOLDERS VOTE “FOR” THE ADJOURNMENT PROPOSAL.

THE MERGER

The following is a description of material aspects of the merger, which was consummated on December 1, 2022. While MICT and Tingo believe that the following description covers the material terms of the merger, the description may not contain all of the information that is important to you. You are encouraged to read carefully this entire proxy statement, including the text of the merger agreement attached as Annex A hereto, for a more complete understanding of the Combination. In addition, important business and financial information about each MICT and Tingo is contained or incorporated by reference in this proxy statement. See “Where You Can Find More Information.”

General

On October 6, 2022, MICT, Inc. (the “MICT” or the “Company”), Tingo, Inc., a Nevada corporation (“Tingo”), the representative for the stockholders of MICT (“Purchaser Representative”), and the representative for Tingo (“Seller Representative”), entered into the Second Amended and Restated Merger Agreement (the “Merger Agreement”) amending and restating the previous Amended and Restated Merger Agreement entered into by the parties on June 15, 2022 (the “Previous Agreement”). Pursuant to the Merger Agreement, MICT agreed to acquire Tingo Mobile Ltd, a wholly-owned subsidiary of Tingo (“Tingo Mobile”), through a merger of Tingo BVI Merger Sub with and into MICT BVI Sub, with MICT BVI Sub continuing as the surviving company and as a wholly owned subsidiary of MICT (“Merger”). On December 1, 2022, MICT and Tingo completed the Merger (the “Closing”).

Merger Consideration

As consideration for the Combination, Tingo received from the MICT: (i) 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, provided that 5% of the foregoing consideration shall be withheld in escrow.

Background of the Combination

MICT is a Delaware corporation, which, following the completion of three private placements between November 2, 2020 and March 4, 2021 has subsequently been seeking value-accretive strategic acquisitions, joint ventures, mergers or similar business combinations with one or more businesses.

Prior to entering into the Merger Agreement, MICT conducted a thorough search for a potential transaction, utilizing the network and investing and operating experience of its management team, board of directors and advisors. The terms of the business combination with Tingo were the result of thorough negotiations between the representatives of MICT and Tingo, based on diligence efforts of MICT’s management team with the support of MICT’s advisors, as further described below.

Since April 2021, MICT’s management has evaluated and considered a number of potential target companies as candidates for a possible business combination transaction. Representatives of MICT contacted and were contacted by a number of individuals and entities who offered to present potential acquisition opportunities to MICT in the fintech sector.

MICT and its advisors compiled and maintained a list of potential targets and updated and supplemented such list from time to time. The details of potential opportunities was periodically shared with, and reviewed by, the MICT’s board of directors.

During that period, MICT and representatives of MICT:

•        Identified and considered more than twenty potential acquisition target companies;

•        Participated in in-person or telephonic discussions with representatives of nine potential acquisition targets; and

•        Signed seven non-disclosure agreements and provided initial non-binding indications of interest to representatives of two potential acquisition targets (other than Tingo).

MICT reviewed the potential alternative acquisition opportunities based on criteria that were the same or similar to the criteria that the MICT’s board of directors used in evaluating the potential merger with Target (as discussed below), which included, among other criteria, the markets in which the potential target companies operate and their competitive positions and “track records” within such markets, the strength and innovation of the technology, platforms and intellectual property held by the potential target companies, the experience of the potential target companies’ management teams and the potential for revenue and earnings growth and strong free cash flow generation. MICT focused on companies that its management believed would benefit from being a publicly traded company on the Nasdaq Market.

Description of negotiation process with candidates other than Tingo

Following the completion of the private placements in March 2021, representatives of MICT engaged in extensive discussions with a number of financial advisors, consulting firms and fintech companies, mostly based in Europe, North America, Asia and Australia, with respect to potential acquisition opportunities. Management initially focused on targets operating in the financial services sector of fintech. Of the [nine] potential targets that were seriously progressed, two other than Tingo underwent a full due diligence process.

In August, 2021, MICT was introduced to the Chief Executive Officer of a US financial advisory and brokerage company (which is referred to as “Company A”), to discuss the possibility of MICT acquiring Company A and Company A becoming a wholly owned subsidiary of MICT. On September 3, 2021, Darren Mercer, MICT’s CEO, met with the CEO and COO of Company A at their office in Boca Raton, to learn more about Company A’s business and discuss a potential deal structure. On September 9, 2021, MICT and its legal counsel hosted a follow up meeting with the CEO and COO of Company A in New York and agreed to a process and timetable for the potential transaction, taking into account requisite FINRA approvals. As a result of these discussion, MICT and Company A commenced the negotiations of terms and understood due diligence, which led to the parties agreeing in-principle to non-binding terms on October 11, 2021. The discussions with Company A were subsequently put on hold after MICT was introduced to Company B, which was considered to be a more attractive and higher priority deal, and one which if completed first would be highly complementary to a follow-on transaction with Company A.

On October 29, 2021, MICT was introduced to the founders, Chief Executive Officer and Managing Director of a profitable financial services and asset management company with eight offices located throughout Europe (which is referred to as “Company B”). MICT met again with Company B on November 5, 2021, at such time MICT’s CEO was introduced to Company B’s investment banker who furnished MICT with further information on Company B, including financial information, a business plan and a corporate presentation. Following MICT’s review of certain information on Company B and discussions between the management teams of the two parties, MICT submitted a non-binding letter of offer to Company B on November 19, 2021. Negotiations between the parties subsequently progressed from November 21, 2021, in parallel to the performance of further due diligence work. On December 4, 2021 and December 5, 2021, the CEO of MICT and MICT’s legal counsel met with the CEO of Company B to negotiate certain terms of the deal. On December 14, 2021, MICT engaged advisors to undertake financial due diligence and legal due diligence, and also sent Company B a due diligence information request list. On the same date, Company B provided MICT and its representatives access to a virtual data room containing information about Company B. MICT continued to conduct due diligence on Company B throughout the remainder of December, 2021 and the months of January, 2021 and February, 2021. In parallel to conducting due diligence, MICT and Company B progressed the drafting of a share purchase agreement and the negotiation of certain key issues. Also, in parallel, MICT secured a finance facility to fund the consideration that would become payable on the first closing. As a result of MICT’s growing concerns surrounding the impact on the financial performance of Company B of the deterioration in global equity market conditions and economic conditions, particularly in their domestic market of Europe, which was exasperated by the war between Russia and Ukraine, MICT and Company B met in New York on March 7, 2022 and March 8, 2022, to discuss a re-negotiation of the deal terms between the parties. MICT engaged its investment bank in these discussions so they could assist in explaining the US market’s shift in valuation metrics. Pursuant to the meeting, MICT submitted revised terms to Company B on March 10, 2022, in response to which Company B submitted a counter proposal on March 15, 2022. A series of discussions and negotiations followed, as part of which Company B disclosed a significant reduction in their budgeted financial results for 2022. Due to the Combination of a disparity in the views of MICT and Company B regarding the value of Company B and the deterioration in its financial performance, the worsening of market conditions, and the availability of more resilient and attractive business combination opportunities, MICT decided to discontinue the transaction with Company B in April, 2022.

Description of negotiation process with Tingo and its Affiliate

During July 2021, representatives of Tingo International Holdings, Inc. (“TIH”) the parent company of Tingo Mobile, PLC contacted MICT about a potential business combination transaction between the parties.

Following various discussions between the TIH representatives and MICT, the parties mutually agreed to proceed with other transactions, with MICT preferring at the time to focus on potential targets in the financial services sector with a closer fit to its own Magpie Securities business, and TIH deciding to progress a business combination transaction with an OTC listed company, which it completed on August 15, 2021 and changed such company’s name to Tingo, Inc., and the submission of an application to uplist the shares of Tingo, Inc. to the New York Stock Exchange, which it announced on October 18, 2021.

Having observed that Tingo had launched its agri-fintech platform and subsequently entered into a strategic partnership with Visa, which it announced on October 27, 2021 and had also appointed a corporate and financial advisor, which it announced on March 31, 2022, the latter two of which would have entailed extensive due diligence on Tingo, and had reported strong financial results for the year ended December 31, 2021 in its Form 10-K, MICT reengaged with the representatives of Tingo in April 2022.

On April 25, 2022, MICT received a corporate presentation concerning Tingo and, on April 26, MICT and its representative met with the founder and CEO of Tingo to further discuss the businesses of Tingo and MICT, the potential combination rationale and synergies, and outline deal terms.

On April 27, 2022, further information on Tingo was provided by Tingo and certain of its representatives, which information was used by MICT and its advisors to undertake certain due diligence.

On April 28, 2022, Tingo’s financial advisor presented to MICT’s board of directors, as part of which the advisor explained the significant amount of due diligence it had undertaken over more than three months on Tingo, before taking them on as a client. The advisor also spoke about their valuation of Tingo and their views on Tingo’s business strengths and Tingo’s strong management team.

On April 29, 2022, MICT issued a non-binding term sheet to Tingo, which MICT and Tingo negotiated throughout the day, before executing the term sheet later that evening.

Between April 29, 2022 and May 9, 2022 MICT undertook further due diligence on Tingo and held numerous meetings and telephone conference meetings with the management of Tingo and its financial advisor. In parallel, MICT and Tingo negotiated final terms of the deal as well as an initial definitive Agreement and Plan of Merger, which was executed by MICT and Tingo on May 9, 2022 and announced by each of the companies on May 10, 2022.

From May 10, 2022, further due diligence was performed by MICT on Tingo, as part of which MICT engaged Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft (“Ernst & Young”) to undertake financial due diligence, tax due diligence and quality of earnings analysis, as well as Houlihan Lokey to undertake financial analysis, the Nigerian office of Dentons to undertake legal, operational, corporate and Ellenoff Grossman & Schole, LLP to undertake local due diligence and corporate due diligence and securities due diligence. The due diligence was conducted through document review and numerous telephonic conferences with representatives and management of Tingo, in addition to which Ernst & Young and Dentons visited the offices and operations of Tingo and its trading subsidiary in Lagos. To assist with the due diligence process, Tingo made available a virtual dataroom, which was periodically updated with additional information.

From May 12, 2022 to May 24, 2022, MICT’s management team interviewed several Big 4 and Top 10 accounting firms to undertake a range of detailed analysis and due diligence work on Tingo.

On May 25, 2022, MICT formally engaged a Big 4 accounting firm to assist MICT’s management with its financial due diligence, tax due diligence and a quality of earnings analysis, and to produce reports on their findings in each of these areas. The accounting firm was not retained by MICT to provide analysis or a recommendation regarding the consideration to be paid to Tingo securityholders in connection with the Combination. Tingo provided the information and financial team to support the diligence completed by MICT’s management and the accounting firm, including providing access to a virtual data room and facilitating face-to-face and virtual meetings with members of the Tingo management team and financial team over a three-week period.

Between June 10, 2022 and June 14, 2022, the accounting firm delivered its reports to MICT. During the course of their work, the accounting firm held multiple discussions with MICT’s management team and advisory team to discuss their findings to agree changes to the scope of work from time to time. In order to undertake their work thoroughly and efficiently, the accounting firm assigned a large number of employees to Tingo, which included teams in Africa, Europe and the United States of America.

The due diligence reports from the accounting firm covered a broad scope of work including but not limited to a review of historic information, an analytical review, the background of the company, the business model, the quality of earnings (including revenues, pricing, costs, margins and profitability, an analysis of trends, quality of net assets and the balance sheet, quality of cashflows, quality of financial information, and a review of all direct and indirect taxes. The reports and findings of the accounting firm corroborated the information and representations provided by Tingo during the previous negotiation of the terms of the Merger.

At the request of MICT’s board of directors, Houlihan Lokey then reviewed and discussed its financial analyses with respect to MICT, Tingo and the proposed merger. Thereafter, at the request of MICT’s board of directors, Houlihan Lokey orally rendered its opinion to MICT’s board of directors (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated June 14, 2022 addressed to the MICT’s board of directors) as to, as of such date, the fairness, from a financial point of view, to MICT of the Aggregate Ownership Ratio provided for in the merger pursuant to the merger agreement.

Having completed all due diligence by June 14 2022, MICT and Tingo entered into and executed an Amended and Restated Merger Agreement on June 15, 2022 amending the Original Merger Agreement and MICT issued a press release announcing the transaction on the same date.

Following execution of the Amended Merger Agreement, MICT and Tingo explored various ways in which the combination of the core businesses and MICT could be accomplished with the greatest speed and efficiency and on a tax-free basis, as well as with the most certainty to be approved by regulators. The parties wanted to expedite the closing of the transaction in order to more quickly launch Tingo’s food-produce export business, as enabled through funding from MICT, which would benefit from several high-margin and material export contracts that allowed the shift of a substantial part of Tingo’s revenues directly into US dollars. The expediated transaction also enabled the acceleration of the development and launch of Tingo’s commodity platform and commodity trading business.

As part of such negotiations, MICT agreed to lend to Tingo $23,700,000 for Tingo to use prior to the closing of the Combination. Additionally, MICT was able to negotiate a higher retention for its stockholders of the Combined Company, increasing its percentage from 22.5% to 25%.

In addition, subsequent to the Amended Merger Agreement, MICT engaged Deloitte LLP as its independent accountants and engaged a third party firm consisting of former Nasdaq senior staff members, including a former chief counsel. Based upon advice from each of the companies’ advisors, including the third party described above, the parties negotiated a Second Amended and Restated Merger Agreement, a copy of which is attached to this Information Statement as Annex A (“Second Amended and Restated Merger Agreement”).

The restructured Combination was restructured as a multi-phase forward-triangular merger instead of a single phase reverse-triangular merger as had been contemplated in the Amended Merger Agreement. The new structure, as described herein, provided for MICT to issue to Tingo, instead of Tingo’s stockholders, the shares of common stock, Series A Preferred Stock and Series B Preferred Stock.

On October 6, 2022, Tingo and MICT, as well as individual representatives of each company’s stockholders, executed the Merger Agreement.

MICT’s Reasons for the Combination and Recommendation of the MICT Board of Directors

MICT’s board of directors, in evaluating the merger, consulted with its management and its financial and legal advisors. In reaching its unanimous resolution (i) that the Amended and Restated Merger Agreement and the transactions contemplated thereby, including the merger and the issuance of shares of common stock in connection therewith, are advisable and in the best interests of MICT and (ii) to recommend that the MICT stockholders adopt the Amended and Restated Merger Agreement and approve the merger and the other transactions contemplated by the Amended and Restated Merger Agreement MICT’s board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in

connection with its evaluation of the merger, MICT’s board of directors did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. MICT’s board of directors viewed its decision as being based on all the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of MICT’s reasons for merger and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Cautionary Note Regarding Forward-Looking Statements.”

MICT’s board of directors considered a number of factors pertaining to the merger as generally supporting its decision to enter into the Amended and Restated Merger Agreement and the transactions contemplated thereby, including, but not limited to, the following material factors:

1.      Large Target Market: In Tingo’s domestic market of Nigeria alone there are 206 million citizens, which is forecast to grow to 233 million citizens by 2025, and Africa’s current population of approximately 1.2 billion is projected to double over the next 30 years. In addition, MICT aims to assist Tingo’s entry into and rollout throughout China, which has a population of 1.4 billion, including a large agricultural community, with an estimated 200 million to 400 million farmers. Tingo also aims to expand into other countries and continents, such as India and South America.

2.      Overall Growth Prospects: Tingo has a track record of delivering consistent growth, delivering a compound annual growth rate of 38% between 2019 and 2021, which accelerated significantly in the nine months to September 30, 2022.

3.      Fintech and Marketplace Platform Growth Prospects: Tingo’s mobile telephone based fintech and marketplace Nwassa platform is highly scalable and delivered revenue growth of 101% in 2021, from $98.6 million in 2020 to $198.6 million in 2021, and revenue growth of 217.8% for the nine months ended 30 September 2022, where revenues amounted to $391.5 million compared to the year ago period, where revenues amounted to $123.2 million.

4.      Platform Supports Further Growth Initiatives. Tingo’s platform is positioned for expansion through the addition of new products, for example an e-wallet and payment services, as well as pension services, a range of financial services and a range of travel services. Tingo is currently working towards expanding into these markets, leveraging its existing commercial networks and relationships and those that it expects to establish in the future. Additionally, the launch of Tingo’s platform into other territories provides Tingo with a substantial market opportunity.

5.      Sticky Revenue Model and Low Cost Per Acquisition: Tingo’s model of providing smart-phone handsets on a three-year lease contact, together with its customers’ high dependency on Tingo’s payment services and marketplace, creates a high degree of customer retention and revenue stickiness. In addition, Tingo’s strategy of working with co-operatives facilitates a low level of cost per acquisition.

6.      Advantageous Current Market Conditions: The need for Tingo’s products and solutions for improving food security and social upliftment has increased significantly over the past 12 months as food price inflation has increased markedly and Russia’s war in Ukraine has created major food supply chain problems.

7.      Profitable Business Model: Tingo delivered a gross margin of 39% for the year ended December 31, 2021, which increased to 60% for Q1 2022, which increased to 60.09% for the 9 month period ended September 30, 2022.

8.      Relationship with Visa: Tingo’s pan-Africa strategic partnership with Visa provides it with a high degree of trust with customers and a highly-effective route to market, as well as a potential means to expand into other countries within Africa.

9.      Due Diligence: Due diligence examinations of Tingo and discussions with Tingo’s management team, and MICT’s financial advisors and legal advisors, concerning MICT’s due diligence examination of Tingo gives a high degree of comfort;

10.    Financial Strength: The Board of MICT considered factors such as Tingo’s detailed historical financial results, outlook, financial model, debt structure and unit economics as well as other mergers and acquisitions activity for companies in the fintech industry. This enabled the Board of MICT to consider Tingo’s historical growth and its current prospects for growth and various historical and current balance sheet items of Tingo. In reviewing these factors, the Board of MICT concluded that Tingo should be well positioned to successfully gain global market share and dollarize its business, while continuing to drive margins higher.

11.    Experienced Board of Directors and Management Team: Tingo has a strong board of directors and management team with significant operating experience. The founder and Chief Executive Officer has successfully grown and developed the business over the past 20 years. The two Co-Chairman of Tingo have extensive listed company and capital markets experience. The President has extensive international business, African markets and listed company experience. The Chief Financial Officer has extensive international business, listed company and capital markets experience. In addition, the remainder of the Board of Directors, the Advisory Board, and the management team of the operational subsidiary are all highly experienced. The senior management of Tingo intend to remain with Tingo in the capacity of officers and/or directors, providing helpful continuity in advancing Tingo’s strategy growth and other objectives.

12.    Lock-Up: Certain stockholders of Tingo (including its CEO) have agreed to be subject to a 180-day lockup in respect of their securities subject to certain customary exceptions, which will provide important stability to the leadership and governance of Tingo.

13.    Other Alternatives: The MICT’s board of directors believes, after a thorough review of other business combination opportunities reasonably available to MICT, that the proposed merger represents the best potential business combination and the most attractive opportunity based upon the process utilized to evaluate and assess other potential acquisition targets; and

14.    Negotiated Transaction: The financial and other terms of the merger agreement and the fact that such terms and conditions are reasonable and were the product of arm’s length negotiations between MICT and Tingo.

MICT’s board of directors also considered a variety of uncertainties and risks and other potentially negative factors concerning the merger including, but not limited to, the following:

•        Macroeconomic Risks: Macroeconomic uncertainty, including the potential impact of the COVID-19 pandemic, and the effects it could have on Tingo’s revenues post-Closing;

•        Business Plan and Projections May Not Be Achieved: The risk that Tingo may not be able to execute on the business plan, and realize the financial performance as set forth in the financial projections, in each case, presented to MICT’s management team and board of directors;

•        Stockholder Vote: The risk that MICT’s stockholders may fail to provide the respective votes necessary to effect the merger;

•        Closing Conditions: The fact that the completion of the merger is conditioned on the satisfaction of certain closing conditions that are not within MICT’s control;

•        Litigation: The possibility of litigation challenging the merger or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the merger;

•        Listing Risks: The challenges associated with preparing Tingo, an OTC listed entity, for the applicable disclosure and listing requirements to which Tingo will be subject as a publicly traded company on the Nasdaq Market;

•        Benefits May Not Be Achieved: The risks that the potential benefits of the merger may not be fully achieved or may not be achieved within the expected timeframe;

•        Growth Initiatives May Not be Achieved: The risk that Tingo’s growth initiatives may not be fully achieved or may not be achieved within the expected timeframe;

•        Board and Independent Committees: The risk that Tingo’s board of directors post-Closing and independent committees do not possess adequate skills set within the context of Tingo operating as a public company;

•        MICT Stockholders Receiving a Minority Position in Tingo: The risk that MICT’s stockholders will hold a minority position in Tingo;

•        Fees and Expenses: The fees and expenses associated with completing the merger;

•        the financial analysis reviewed by Houlihan Lokey with the Purchaser Board as well as the oral opinion of Houlihan Lokey rendered to the Purchaser Board on June 14, 2022 (which was subsequently confirmed in writing by delivery of Houlihan Lokey’s written opinion dated June 14, 2022 addressed to the Purchaser Board) as to, as of June 14, 2022, the fairness, from a financial point of view, to Purchaser of the Aggregate Ownership Ratio provided for in the Merger pursuant to the Agreement; and

•        Other Risks Factors: Various other risk factors associated with the business of Tingo, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement .

The above discussion of the material factors considered by the MICT’s board of directors is not intended to be exhaustive, but does set forth the principal factors considered by the MICT’s board of directors.

The factors set forth above are not intended to be exhaustive, but include many of the material factors considered by the MICT Board of Directors in approving the merger agreement, the issuance of shares of MICT common stock in the Combination as contemplated by the MICT merger proposal, the MICT Charter Amendment Proposal, the MICT director election proposal, the Nasdaq proposal, and the Equity Incentive Plan proposal, in authorizing the execution of the merger agreement and related transaction documents and in recommending that MICT’s stockholders vote in favor of MICT merger proposal, the MICT Charter Amendment Proposal, the MICT director election proposal, the Nasdaq proposal, and the Equity Incentive Plan proposal. In view of the wide variety of factors, both positive and negative, considered in connection with making its determinations and recommendations, and the complexity of these matters, the MICT Board of Directors did not find it practical to, and did not attempt to, quantify, rank or otherwise assign any relative or specific weights or values to any of the various factors considered in reaching its determination to approve the merger agreement. The MICT Board of Directors did not undertake to make any specific determination as to whether any particular factor, or any aspect of any particular factor, was favorable or unfavorable to the ultimate determination of the MICT Board of Directors. In addition, individual members of the MICT Board of Directors may have given different weights to different factors. The MICT Board of Directors carefully considered all of the factors described above as a whole.

Tingo Unaudited Prospective Financial Information

In connection with Tingo’s strategic planning process, Tingo management prepared a long-range plan for Tingo that was intended to reflect actual results and trends and changes in Tingo’s performance and the industry in which it operates. As described in the section titled “— Background of the Combination,” during the period in which it was engaged in discussions with MICT and certain other parties with respect to a potential transaction and/or uplisting of its shares to a major securities exchange, Tingo management prepared a long-range plan for Tingo, dated March 10, 2022, which included certain unaudited prospective financial information for prospective periods in Tingo’s fiscal years 2022 through 2026 for Tingo as an independent company. The tables below summarize (i) the unaudited prospective financial information of Tingo included in the Tingo’s long-range plan as created by Tingo management, which financial information is referred to as the “Tingo standalone projections”. The Tingo standalone projections were prepared treating Tingo as an independent company, without giving effect to the Combination, including (i) any impact of the negotiation or execution of the merger agreement or the Combination and the evaluation of potential strategic alternatives; (ii) the expenses that have been and may be incurred in connection with the Combination or the consummation thereof or potential strategic alternatives; (iii) the potential synergies that may be achieved by the combined companies as a result of the Combination; (iv) the effect of any business or strategic decision or action that has been or will be taken as a result of the merger agreement having been executed or in anticipation of the Combination; or (v) the effect of any business or strategic decisions or actions that would likely have been taken if the merger agreement had not been executed but that were instead altered, accelerated, postponed or not taken in anticipation of the Combination.

The Tingo standalone projections were provided by Tingo management to its board of directors for the purposes of considering, analyzing and evaluating the Combination and strategic alternatives. The Tingo Board of Directors assumed that the Tingo standalone projections prepared by Tingo management were reasonably prepared and reflected the best currently available estimates and judgments of the management of Tingo. The Tingo standalone projections were also provided to MICT in connection with its consideration and evaluation of the Combination and to MICT’s financial advisors, including Houlihan Lokey, who was authorized and directed to rely upon such projections for purposes of providing financial advice to the MICT board.

Other than its quarterly financial guidance and business outlook, Tingo does not as a matter of course make other public projections as to future revenues, earnings or other results available due to, among other reasons, the inherent difficulty of accurately predicting financial performance for future periods and the uncertainty, unpredictability and subjectivity of the underlying assumptions and estimates. The Tingo standalone projections prepared by Tingo are not included in this proxy statement to influence any decision on whether to vote for the Tingo merger proposal or the MICT merger proposal or any other proposal presented at each company’s respective special meeting, but rather are included in this proxy statement to give stockholders access to certain non-public information that was provided to the Tingo Board of Directors and, in the case of the Tingo standalone projections, to MICT and MICT’s financial advisors. The inclusion of the Tingo standalone projections prepared by Tingo should not be regarded as an indication that the Tingo Board of Directors, Tingo, the MICT Board of Directors, MICT, or their respective members of management or financial advisors or any other recipient of this information considered, or now considers, them to be necessarily predictive of actual future results, and they should not be relied on as such. There can be no assurance that the projected results will be realized or that actual results of Tingo, MICT or the Combined Company will not be materially lower or higher than estimated, whether or not the Combination is completed. The Tingo standalone projections have not been updated or revised to reflect information or results after the date they were prepared or as of the date of this proxy statement. Tingo has reported and may in the future report results of operations for periods included in the Tingo standalone projections that were or will be completed following the preparation of the Tingo standalone projections. Stockholders and investors are urged to refer to Tingo’s periodic filings with the SEC for information on Tingo’s actual historical results.

The Tingo standalone projections prepared by Tingo were not prepared with a view toward public disclosure or with a view toward compliance with the published guidelines established by the SEC or the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information, or GAAP, but, in the view of Tingo management, were reasonably prepared in good faith on a basis reflecting the best available estimates and judgments at the time of preparation, and presented as of the time of preparation, to the best of management’s knowledge and belief, the expected future financial performance of Tingo. However, this information is not fact and should not be relied upon as being necessarily predictive of actual future results, and readers of this proxy statement are cautioned not to place undue reliance on the Tingo standalone projections prepared by Tingo. Although Tingo management believed there was a reasonable basis for the Tingo standalone projections prepared by Tingo, Tingo cautions stockholders that actual future results could be materially different from the Tingo standalone projections prepared by Tingo. Tingo’s independent registered public accounting firm, Gries & Associates, LLC, has not audited, reviewed, examined, compiled or applied agreed-upon procedures with respect to the Tingo standalone projections prepared by Tingo and, accordingly, does not express an opinion or any other form of assurance with respect thereto.

The Tingo standalone projections prepared by Tingo are subject to estimates and assumptions in many respects and, as a result, subject to interpretation. While presented with numerical specificity, the Tingo standalone projections prepared by Tingo are based upon a variety of estimates and assumptions that are inherently uncertain, though considered reasonable by Tingo management as of the date of their preparation. These estimates and assumptions may prove to be impacted by any number of factors, including the impact of the announcement, pendency and consummation of the Combination, general economic conditions, trends in the agri-fintech industry, regulatory and financial market conditions and other risks and uncertainties described or incorporated by reference in the sections titled “Risk Factors” and “Cautionary Statement Regarding Forward-Looking Statements” in this proxy statement, all of which are difficult to predict and many of which are beyond the control of Tingo and will be beyond the control of the Combined Company. Also see the section titled “Where You Can Find More Information.” The Tingo standalone projections prepared by Tingo also reflect assumptions as to certain business decisions that are subject to change. There can be no assurance that the Tingo standalone projections prepared by Tingo will be realized, and actual results may differ materially from those shown. Generally, the further out the period to which the Tingo standalone projections prepared by Tingo relate, the less predictive the information becomes.

The Tingo standalone projections prepared by Tingo contain certain adjusted financial measures that Tingo management believes are helpful in understanding Tingo’s past financial performance and future results. Tingo management regularly uses a variety of financial measures that are not in accordance with GAAP for forecasting, budgeting and measuring financial performance. The adjusted financial measures are not meant to be considered in isolation or as a substitute for, or superior to, comparable GAAP measures. While Tingo believes these adjusted financial measures provide meaningful information to help investors understand the operating results and to analyze Tingo’s financial and business trends on a period-to-period basis, there are limitations associated with the use of these adjusted financial measures. These adjusted financial measures are not prepared in accordance with GAAP, are not reported by all of Tingo’s competitors and may not be directly comparable to similarly titled measures or of Tingo’s competitors due to potential differences in the exact method of calculation. The SEC rules that would otherwise require a reconciliation of an adjusted financial measure to a GAAP financial measure do not apply to adjusted financial measures provided to a board of directors or a financial advisor in connection with a proposed business combination such as the Combination if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of adjusted financial measures were not relied upon by the Tingo Board of Directors, the MICT Board of Directors or their respective members of management or financial advisors in connection with their respective evaluation of the Combination. Accordingly, Tingo has not provided a reconciliation of the adjusted financial measures included in the Tingo standalone projections prepared by Tingo to the relevant GAAP financial measures.

None of Tingo, MICT, the Combined Company or their respective affiliates, officers, directors, advisors or other representatives can provide any assurance that actual results will not differ from the Tingo standalone projections prepared by Tingo, and, except as required by applicable law, none of Tingo, MICT the Combined Company or their respective affiliates undertakes any obligation to update, or otherwise revise or reconcile, the Tingo standalone projections prepared by Tingo to reflect circumstances existing after the date the Tingo standalone projections prepared by Tingo were generated or to reflect the occurrence of future events even in the event that any or all of the assumptions underlying the Tingo standalone projections prepared by Tingo are shown to be inappropriate. None of Tingo or MICT or their respective affiliates, officers, directors, advisors or other representatives has made or makes any representation to any Tingo stockholder, MICT stockholder or other person regarding the ultimate performance of Tingo or the Combined Company compared to the information contained in the Tingo standalone projections prepared by Tingo or that forecasted results will be achieved. Tingo has made no representation to MICT, in the merger agreement or otherwise, concerning the Tingo standalone projections prepared by Tingo.

Summary of the Tingo standalone projections

The following table presents a summary of the certain unaudited prospective financial information for Tingo’s fiscal years 2022 through 2026 for Tingo as an independent company prepared by Tingo’s management as of March 10, 2022, which financial information is referred to as the “Tingo standalone projections”. Tingo management made various assumptions when preparing the Tingo standalone projections as of March 2022, including certain assumptions regarding customer usage of its Nwassa agri-fintech platform, revenue growth and overall company financial performance, which resulted in a compound annual growth rate for EBIDTA over the period of Tingo’s fiscal years 2022 through 2026 of approximately 20.8%.

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(1)      Revenue includes monthly fees paid by Tingo’s customers pursuant to a three-year mobile phone leasing contract, as well as call and data service fees, and agri-fintech service fees (fees earned from agricultural sales, mobile airtime top-ups, utility top-ups, mobile insurance, and microloan brokerage) utilized through Tingo’s Nwassa technology platform.

(2)      Adjusted EBITDA (a) does not include the impact of stock-based compensation expense, acquisition-related transaction expenses, contingent consideration fair value adjustments, (b) does not reflect provisions for or benefits from income taxes and does not include other income (expense) net, which includes foreign exchange and asset disposition gains and losses, interest expense and interest income, and (c) excludes depreciation and amortization of tangible and intangible assets (although depreciation and amortization are non-cash charges, the assets being depreciated or amortized may have to be replaced in the future).

Closing and Effective Time of the Combination

The Closing of the Combination took place on December 1, 2022. At the Closing, we filed Articles of Merger with the Registrar for Corporate Affairs for the British Virgin Islands.

Governance Matters After the Combination

Pursuant to the Merger Agreement, MICT agreed that the post-Closing MICT Board of Directors would consist of six (6) individuals, comprised of (i) four (4) directors designated by MICT, at least three (3) of whom qualified as an independent director under the Securities Act and the listing standards of Nasdaq, and (ii) two (2) directors designated by Tingo, at least one (1) of whom qualified as an independent director under the Securities Act and the listing standards of Nasdaq, one of whom shall be Darren Mercer and the other of whom shall qualify as an independent director under the Securities Act and the listing standards of Nasdaq, in each case subject to each individual’s ability and willingness to serve and who shall serve until such individual’s successor is duly elected or appointed and qualified in accordance with applicable Law. The two (2) individuals selected by Tingo for appointment to the post-closing MICT Board of Directors pursuant to this provision of the Series B Certificate of Designation were John J. Brown and Kenneth Denos.

Regulatory Approvals and Related Matters

Under the Merger Agreement, each of MICT and Tingo agreed and have completed all actions necessary to make effective all contemplated transactions, including to receive all required regulatory.

U.S. Federal Securities Law Consequences

Assuming the effectiveness of the registration statement on Form S-4 of which this proxy statement forms a part, the shares of MICT common stock issued in the Combination will not be subject to any restrictions on transfer arising under the Securities Act or the Exchange Act, except for shares of MICT common stock issued to any Tingo Stockholder who may be deemed an “affiliate” of MICT after the completion of the Combination. This proxy statement does not cover resales of shares of MICT common stock received by any person upon the completion of the Combination, and no person is authorized to make any use of this proxy statement, or the registration statement on Form S-4 of which this proxy statement forms a part, in connection with any resale of shares of MICT common stock.

Accounting Treatment

MICT and Tingo prepare their respective financial statements in accordance with GAAP. The accounting guidance for business combinations requires the determination of the acquirer, the purchase price, the acquisition date, the fair value of assets and liabilities of the acquirer and the measurement of goodwill. MICT will be treated as the acquirer for accounting purposes.

VOTING AND SUPPORT AND LOCK-UP AGREEMENTS

MICT Voting and Support Agreements

MICT delivered to Tingo, a voting and support agreement, attached to this proxy statement as Annex B (the “MICT Support Agreement”), signed by MICT and Darren Mercer.

Under the MICT Support Agreements, each MICT stockholder agreed that from the date of the voting agreement until the date that the MICT Support Agreement terminates, such stockholder would vote or cause to be voted all shares of MICT common stock that he, she or it beneficially owns, among other things:

•        in favor of the Combination, the merger agreement and related transactions and to otherwise take certain other actions in support of the merger agreement and related transactions and the other matters submitted to MICT stockholders for their approval, and provide a proxy to Tingo and any designee of MICT to vote such shares of MICT common stock accordingly; and

•        against any (A) MICT Alternative Acquisition Proposal and (B) any other action or proposal involving MICT that is intended, or would reasonably be expected, to prevent, impede, interfere with, delay, postpone or adversely affect in any material respect the transactions contemplated by the merger agreement or would reasonably be expected to result in any of the conditions to the closing under the merger agreement not being fulfilled.

The MICT Support Agreements did not restrict the actions of the supporting stockholders in their capacities as directors of MICT.

Restrictions on Transfers

Each supporting stockholder also agreed that, with limited exceptions, prior to the termination of its support agreement, it will not transfer any shares of MICT common stock or Tingo Common Stock, respectively, or other MICT securities or Tingo securities, respectively, beneficially owned or acquired by such supporting stockholder on or after the date of its support agreement.

Termination

By its terms, each voting agreement terminated upon the Effective Time.

MICT Lock-Up Agreements

Prior to Closing, MICT agreed to use its commercially reasonable efforts to cause each institutional holder of at least 5% of MICT shares of common stock to enter into a lock-up agreement, providing for a lock-up period of six (6) months following Closing (each, a “MICT Lock-Up Agreement”).

MICT LOAN

Simultaneously with the execution of the merger agreement, MICT extended to Tingo a loan in the principal amount of $23,700,000 with an interest rate of 5% per year (the “MICT Loan” to the accompanying proxy statement). The MICT Loan will be due and payable within the thirty-day period after the termination of the merger agreement pursuant to Section 7.1 therein.

MICT’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

MICT, Inc. (“MICT”, the “Company”, “we”, “us”, “our”) was formed as a Delaware corporation on January 31, 2002 under the name Lapis Technologies, Inc. On March 14, 2013, we changed our corporate name to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of our former subsidiary, Enertec Systems Ltd., we changed our name to MICT, Inc. Our shares have been listed for trading on The Nasdaq Capital Market under the symbol “MICT” since April 29, 2013.

MICT is a holding company conducting financial technology business through its subsidiaries and entities controlled through various VIE arrangements (“VIE entities”). The company is principally focused on developing insurance broker business and products across approximately 120 cities in China through its subsidiaries and VIE entities, with planned expansion into additional markets. The company has developed highly scalable proprietary platforms for insurance products (B2B, B2B2C and B2C) and financial services/products (B2C), the technology for which is highly adaptable for other applications and markets. MICT through its subsidiaries has also acquired and holds the requisite license and approvals with the Hong Kong Securities and Futures Commission to deal in securities and provide securities advisory and asset management services. MICT also has memberships/registrations with the Hong Kong Stock Exchange, the London Stock Exchange and the requisite Hong Kong and China Direct clearing companies. MICT’s financial services business and first financial services product, the Magpie Invest app, is able to trade securities on NASDAQ, NYSE, TMX, HKSE, China Stock Connect, LSE, the Frankfurt Stock Exchange and the Paris Stock Exchange.

Since July 1, 2020, after MICT completed its acquisition of GFHI (the “GFHI Acquisition”) pursuant to that certain Agreement and Plan of Merger entered into on November 7, 2019 by and between MICT, GFHI, Global Fintech Holding Ltd. (“GFH”), a British Virgin Islands company and the sole shareholder of GFH Intermediate Holdings Ltd. (“GFHI” or “Intermediate”), and MICT Merger Subsidiary Inc., a British Virgin Islands company and a wholly owned subsidiary of MICT (“Merger Sub”), as amended and restated on April 15, 2020 (the “Restated Merger Agreement” or “Merger”), we have been operating in the financial technology sector. GFHI is a financial technology company with a marketplace in China, as well as other areas of the world and is currently in the process of building various platforms for business opportunities in different insurance platform segments (formerly: verticals and technology segments) in order to capitalize on such technology and business. GFHI plans to increase its capabilities and its technological platforms through acquisition and licensing technologies to support its growth efforts in the different market segments. After the Merger, MICT included the business of Intermediate, MICT’s wholly-owned subsidiary, operating through Intermediate operating subsidiaries.

Following Intermediate’s acquisition of Magpie Securities Limited (“Magpie”), a Hong Kong securities and investment services firm, on February 26, 2021 and the subsequent receipt of regulatory approval from the Hong Kong Securities and Futures Commission, Magpie is licensed to deal in securities, futures and options, and also undertake the business of securities advisory services and asset management.

Intermediate launched Magpie Invest, a global stock trading app, on September 15, 2021, through its wholly owned subsidiary, Magpie Securities Limited (“Magpie”). Magpie Invest is a proprietary technology investment trading platform. The Magpie Invest technology allows the platform to currently connect to seven major stock exchanges with the ability to connect to other major exchanges as the business need arises.

Following Intermediate’s acquisition of Huapei Global Securities, Ltd., a Hong Kong securities and investment services firm, on February 26, 2021 and the subsequent receipt of regulatory approval from the Hong Kong Securities and Futures Commission, Magpie is licensed to deal in securities, futures and options, and also undertake the business of securities advisory services and asset management.

Magpie is a member of the Hong Kong Stock Exchange, the Hong Kong Stock Exchange Clearing Company, the Hong Kong Stock Exchange China Connect and the London Stock Exchange.

These opportunities will continue to be realized and executed through our business development efforts, which include the acquisition of potential target entities, business and assets (such as applicable required licenses) in the relevant business space and segments in which we plan to operate. We believe that this will allow the Company to enter into the market quickly and leverage existing assets in order to promote our growth strategy.

Prior to July 1, 2020, MICT operated primarily through its Israel-based then majority-owned subsidiary, Micronet. 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 are designed to 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. Furthermore, users are able to manage the drivers in various aspects, such as: driver behavior, driver identification, reporting hours worked, customer/organization working procedures and protocols, route management and navigation based on tasks and time schedule. End users may also receive real time messages for various services, such as pickup and delivery, repair and maintenance, status reports, alerts, notices relating to the start and ending of work, digital forms, issuing and printing of invoices and payments. Through its SmartHub product, Micronet provides its consumers with services such as driver recognition, identifying and preventing driver fatigue, recognizing driver behavior, preventive maintenance, fuel efficiency and an advanced driver assistance system. In addition, Micronet provides TSPs a platform to offer services such as “Hours of Service.” Micronet previously commenced and continues to evaluate integration with other TSPs. On May 9, 2021, following the exercise of options by certain minority stockholders, the Company’s ownership interest of Micronet was diluted to 49.88% and as a result the Company is no longer required to consolidate Micronet’s financial statements with the Company’s and include Micronet’s operating results in its financial statements. the Company owned 31.47% of the outstanding ordinary shares of Micronet and 26.77% on a fully diluted basis as of September 30, 2022.

The following diagram illustrates MICT’s current corporate structure, including its subsidiaries, and variable interest entities (“VIEs”), as of December 31, 2022:

VIE agreements with Guangxi Zhongtong:

On January 1, 2021, as amended on August 6, 2021, Bokefa, our wholly foreign-owned enterprise (“WFOE”), Guangxi Zhongtong, and nominee shareholders of Guangxi Zhongtong entered into six agreements, (together, the “Guangxi Zhongtong VIE Agreements”), described below, pursuant to which Bokefa is deemed to have controlling financial interest and be the primary beneficiary of Guangxi Zhogntong. Therefore, Guangxi Zhongtong is deemed a VIE of Bokefa.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Guangxi Zhongtong. The term of the loan shall start from the date when the loan is actually paid, until the date on which the loan is repaid in full. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Guangxi Zhongtong’s operating expenses and should be exclusively repaid by transferring shares of Guangxi Zhongtong to Bokefa when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all the equity interest of Guangxi Zhongtong to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to shareholders. In consideration of Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, are restricted without the approval of Bokefa. Upon request by Bokefa, Guangxi Zhongtong is obligated to distribute profits to the shareholders of Guangxi Zhongtong, who must remit such profits to Bokefa immediately. Guangxi Zhongtong and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Guangxi Zhongtong’s business operation.

Equity Pledge Agreement

The agreement will be terminated upon such date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all their equity interest in Guangxi Zhongtong to Bokefa as security for the obligations in the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Guangxi Zhongtong and its shareholders agree that the legal person, directors, general manager and other senior officers of Guangxi Zhongtong should be appointed or elected by Bokefa. Guangxi Zhongtong and its shareholders agree that all the financial and operational decisions for Guangxi Zhongtong will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Guangxi Zhongtong and Guangxi Zhongtong agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of Guangxi Zhongtong agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Guangxi Zhongtong to Bokefa. The shareholders of Guangxi Zhongtong have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Guangxi Zhongtong.

On August 23, 2021, Beijing Yibao Technology Co., Ltd (“Beijing Yibao”), Guangxi Zhongtong Insurance Agency Co., Ltd (“Guangxi Zhongtong”), and two shareholders of Guangxi Zhongtong entered into a capital increase agreement pursuant to which Beijing Yibao will invest approximately RMB30 million (USD 4.7 million) into Guangxi Zhongtong. On October 21, 2021, Beijing Yibao transferred the funds separately and the transaction closed. As a result of the transaction, Beijing Yibao now holds a sixty percent (60%) equity interest in Guangxi Zhongtong and is the controlling shareholder. As a condition of the closing, the previous agreements consummated on January 1, 2021 per the GZ Frame Work Loan became null and void, and the loan should be repaid by the shareholders before December 31, 2022.

VIE agreements with Beijing Fucheng:

On December 31, 2020, as amended on August 25, 2021, Bokefa, Beijing Fucheng Lianbao Technology Co., Ltd. (“Beijing Fucheng”), and the shareholders of Beijing Fucheng entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of Beijing Fucheng,. Therefore, Beijing Fucheng is deemed a VIE of Bokefa. Beijing Fucheng was incorporated on December 29, 2020 and had no assets or liabilities as of December 31, 2022.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the registered shareholders of Beijing Fucheng. The term of the loan under this agreement shall start from the date when the loan is actually paid and shall continue until the shareholders repay all the loan in accordance with this agreement. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely for Beijing Fucheng’s operating expenses, and should be exclusively repaid by transferring shares of Beijing Fucheng to Bokefa when PRC Law permits. As of September 30, 2022 the loans were not drawn.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of Beijing Fucheng to Bokefa in accordance with relevant laws and provisions as provided in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, Beijing Fucheng is obligated to distribute profits to the shareholders of Beijing Fucheng, who must remit those profits to Bokefa immediately. Beijing Fucheng and its shareholders are required to act in a manner that is in the best interest of Bokefa with regards to Beijing Fucheng’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other five VIE agreements between Beijing Fucheng and its shareholders have been terminated. Pursuant to the agreement, the shareholders pledged all their equity interest in Beijing Fucheng to Bokefa as security for their obligations under the agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Beijing Fucheng and its shareholders agree that the legal person, directors, general manager and other senior officers of Beijing Fucheng should be appointed or elected by Bokefa. Beijing Fucheng and its shareholders agree that all financial and operational decisions of Beijing Fucheng will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to Beijing Fucheng and Beijing Fucheng agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of Beijing Fucheng agreed to entrust all the rights to exercise their voting power and any other rights as shareholders of Beijing Fucheng to Bokefa. The shareholders of Beijing Fucheng have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until deregistration of Beijing Fucheng.

VIE agreements with All Weather:

On July 1, 2021, Bokefa, All Weather, and nominee shareholders of All Weather entered into six agreements, described below, pursuant to which Bokefa is deemed to have a controlling financial interest and be the primary beneficiary of All Weather. All Weather is deemed a VIE of Bokefa.

Loan Agreement

Pursuant to this agreement, Bokefa agreed to provide loans to the shareholders of All Weather. The term of the loan shall start from the date when the loan is actually paid until the date on which the loan is repaid in full. The agreement shall terminate when the shareholders repay the loan. The loan should be used solely by All Weather for operating expenses, and should be exclusively repaid by transferring shares of All Weather to Bokefa when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of All Weather to Bokefa in accordance with relevant laws and provisions in the agreement, or upon written notice by Bokefa to the shareholders. In consideration for Bokefa’s loan arrangement, the shareholders have agreed to grant Bokefa an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Bokefa. Upon request by Bokefa, All Weather is obligated to distribute profits to the shareholders of All Weather, who must remit the profits to Bokefa immediately. All Weather and its shareholders are required to act in a manner that is in the best interest of Bokefa with regard to All Weather’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholders pledged all of their equity interest in All Weather to Bokefa as security for their obligations pursuant to the other agreements. Bokefa has the right to receive dividends on the pledged shares, and all shareholders are required to act in a manner that is in the best interest of Bokefa.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. All Weather and its shareholders agree that the legal person, directors, general manager and other senior officers of All Weather should be appointed or elected by Bokefa. All Weather and its shareholders agree that all the financial and operational decisions of All Weather will be made by Bokefa.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Bokefa agrees to provide exclusive technical consulting and support services to All Weather and All Weather agrees to pay service fees to Bokefa.

Entrustment and Power of Attorney Agreement

The shareholders of All Weather agreed to entrust all their rights to exercise their voting power and any other rights as shareholders of All Weather to Bokefa. The shareholders of All Weather have each executed an irrevocable power of attorney to appoint Bokefa as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of All Weather.

VIE agreements with Tianjin Dibao:

On April 2, 2022, Zhengzhong Energy, Tianjin Dibao, and nominee shareholder of Tianjin Dibao entered into six agreements, described below, pursuant to which Zhengzhong Energy is deemed to have a controlling financial interest and be the primary beneficiary of Tianjin Dibao. Tianjin Dibao is deemed a VIE of Zhengzhong Energy.

Loan Agreement

Pursuant to this agreement, Zhengzhong Energy agreed to provide loans to the shareholder of Tianjin Dibao. The term of the loan shall start from the date when the loan is actually paid. The agreement shall terminate when the shareholder repay the loan. The loan should be used solely to purchase Tianjin Dibao‘s 76% equity, and should be exclusively repaid by transferring shares of Tianjin Dibao to Zhengzhong Energy when PRC Law permits.

Exclusive Option Agreement

The effective term of the agreement is unlimited and the agreement shall terminate upon the transfer of all of the equity interest of Tianjin Dibao to Zhengzhong Energy in accordance with relevant laws and provisions in the agreement, or upon written notice by Zhengzhong Energy to the shareholder. In consideration for Zhengzhong Energy’s loan arrangement, the shareholder have agreed to grant Zhengzhong Energy an exclusive option to purchase their equity interest. Distribution of residual profits, if any, is restricted without the approval of Zhengzhong Energy. Upon request by Zhengzhong Energy, Tianjin Dibao is obligated to distribute profits to the shareholder of Tianjin Dibao, who must remit the profits to Zhengzhong Energy immediately. Tianjin Dibao and its shareholder are required to act in a manner that is in the best interest of Zhengzhong Energy with regard to Tianjin Dibao’s business operations.

Equity Pledge Agreement

The agreement will be terminated at the date when the other agreements have been terminated. Pursuant to the agreement, the nominee shareholder pledged all of their equity interest in Tianjin Dibao to Zhengzhong Energy as security for their obligations pursuant to the other agreements. Zhengzhong Energy has the right to receive dividends on the pledged shares, and all shareholder are required to act in a manner that is in the best interest of Zhengzhong Energy.

Business Cooperation Agreement

The agreement is effective until terminated by both parties. Tianjin Dibao and its shareholder agree that the legal person, directors, general manager and other senior officers of Tianjin Dibao should be appointed or elected by Zhengzhong Energy. Tianjin Dibao and its shareholder agree that all the financial and operational decisions of Tianjin Dibao will be made by Zhengzhong Energy.

Exclusive Service Agreement

The effective term of this agreement is for one year and it can be extended an unlimited number of times if agreed by both parties. Zhengzhong Energy agrees to provide exclusive technical consulting and support services to Tianjin Dibao and Tianjin Dibao agrees to pay service fees to Zhengzhong Energy.

Entrustment and Power of Attorney Agreement

The shareholder of Tianjin Dibao agreed to entrust all their rights to exercise their voting power and any other rights as shareholder of Tianjin Dibao to Zhengzhong Energy. The shareholder of Tianjin Dibao have each executed an irrevocable power of attorney to appoint Zhengzhong Energy as their attorney-in-fact to vote on their behalf on all matters requiring shareholder approval. The agreement is effective until the deregistration of Tianjin Dibao.

Results of Operations

Three and Nine Months Ended September 30, 2022, Compared to Three and Nine Months Ended September 30, 2021.

As of June 23, 2020, we increased our ownership interest in Micronet to over 50% and started to consolidate Micronet’s operations into our financial statements up until May 9, 2021 when our ownership in Micronet was diluted to less than 50%. In addition, on July 1, 2020, we completed a merger transaction for the Acquisition of GFHI. We are consolidating the financial results of GFHI as of the date the Acquisition and for the period thereafter. Beginning December 2020, we launched our insurance platform operated by GFHI for the Chinese market and have

been generating revenues in GFHI in this segment of our operations. During the first quarter of 2021, as described above, we entered into a certain transaction with Guangxi Zhongtong, Beijing Fucheng Lianbao Technology Co., Ltd. and completed the acquisition of Magpie, which operates in the field of securities trading platforms. As a result of these transactions, we have started to consolidate the financial results of these companies and business lines into our business. On July 1, 2021, we entered into a VIE transaction with All Weather and started to consolidate the financial results and business lines of All Weather into our business once the transaction was consummated. On October 21, 2021 we completed the transaction of Guangxi Zhongtong, we currently holds a sixty percent (60%) equity interest in Guangxi Zhongtong.

These business activities conducted by MICT in combination with the completion of the above acquisitions, contributed to the following P&L items:

Revenues

Net revenues for the three and nine months ended September 30, 2022 were $13,757,000 and $35,278,000, respectively, compared to $18,515,000 and $39,791,000 for the three and nine months ended September 30, 2021, respectively. This represents a decrease of $4,758,000 and $4,513,000 for the three and nine months ended September 30, 2022, respectively, as compared to the same period last year.

Net revenues related to the MRM segment for the three and nine months ended September 30, 2022 were $0 and $0, respectively, as compared to $0 and $726,000, for the three and nine months ended September 30, 2021 and reflects a decrease of $0 and $726,000 for the three and nine months ended September 30, 2022. MRM revenues were solely contributed by Micronet. The change is attributed to the consolidation of the MRM segment (Micronet) results with the company during the first quarter of 2021 but not the first quarter of 2022 as described above.

Net revenues related to the insurance platform segment for the three and nine months ended September 30, 2022 were $13,749,000 and $35,232,000, as compared to $18,515,000 and $39,065,000 revenues for the three and nine months ended September 30, 2021, respectively, and reflects a decrease of $4,766,000 and $3,833,000, for the three and nine months ended September 30, 2022, respectively. On the one hand we have increase from the VIE transaction with All Weather which we started to consolidate their financial results and business lines of All Weather into our business once the transaction was consummated on July 1, 2021, on the other hand we have decrease in revenues from Guangxi Zhongtong as a result of the lockdown in certain cities and regions due to COVID-19.

Net revenues related to the online stock trading platform segment for the three and nine months ended September 30, 2022 was $8,000 and $46,000, respectively as compared to $0 and $0 revenues for the three and nine months ended September 30, 2021, respectively and reflects an increase of $8,000 and $46,000, for the three and nine months ended September 30, 2022, respectively. The increase is attributed to the acquisition of Magpie that was finalized on February 26, 2021, (as further detailed above). As the global stock markets trading keep going downwards, we stopped market campaign in the beginning of the year.

Cost of revenues

Cost of revenues for the three and nine months ended September 30, 2022 were $10,563,000 and $28,746,000, respectively, compared to $15,769,000 and $34,436,000 for the three and nine months ended September 30, 2021, respectively. This represents a decrease of $5,206,000 and $5,690,000, for the three and nine months ended September 30, 2022 as compared to the same period last year.

Cost of revenues related to the MRM segment for the three and nine months ended September 30, 2022 were $0 and $0, as compared to $0 and $716,000 for the three and nine months ended September 30, 2021, respectively, and reflects a decrease of $0 and $716,000 for the three and nine months ended September 30, 2022, respectively. The change is attributed to the consolidation of the MRM segment (Micronet) results with the company during the first quarter of 2021 but not in 2022 as described above.

Cost of revenues related to the insurance platform segment for the three and nine months ended September 30, 2022, were $10,543,000 and $28,706,000, respectively, as compared to $15,769,000 and $33,720,000 for the three and nine months ended September 30, 2021, respectively, and reflects a decrease of $5,226,000 and $5,014,000, respectively, for the three and nine months ended September 30, 2022. The decrease is attributed from Guangxi Zhongtong as a result of the lockdown in certain cities and regions due to COVID-19.

Cost of revenues related to the online stock trading platform segment for the three and nine months ended September 30, 2022 was $20,000 and $40,000 as compared to $0 and $0 Cost of revenues for the three and nine months ended September 30, 2021, respectively, and reflects an increase of $20,000 and $40,000, for the three and nine months ended September 30, 2022, respectively. The increase is attributed to the acquisition of Magpie that was finalized on February 26, 2021, (as further detailed above).

Gross profit

Gross profit for the three and nine months ended September 30, 2022 was $3,194,000 and $6,532,000, respectively, and represents 23% and 18% of the revenues. This is in comparison to gross profit of $2,746,000 and $5,355,000, representing 15% and 13% of the revenues, for the three and nine months ended September 30, 2021, respectively, and reflects an increase of $448,000 and $1,177,000, for the three and nine months ended September 30, 2022 as compared to the same period last year. The increase was primarily attributable due to the change in the insurance product mix in each quarter.

Gross profit related to the MRM (Micronet) segment for the three and nine months ended September 30, 2022 were $0 and $0, respectively, as compared to gross profit of $0 and $10,000 for the three and nine months ended September 30, 2021, respectively, and reflects a decrease of $0 and $10,000 for the three and nine months ended September 30, 2022. MRM Gross profit were solely contributed by Micronet The change is attributed to the consolidation of the MRM segment (Micronet) results with the company during the first quarter of 2021 but not in 2022 as described above.

Gross profit related to the insurance platform segment for the three and nine months ended September 30, 2022 were $3,206,000 and $6,526,000, respectively, as compared to $2,746,000 and 5,345,000 for the three and nine months ended September 30, 2021, respectively, and reflects an increase of $460,000 and $ 1,181,000, for the three and nine months ended September 30, 2022 as compared to the same period last year. The increase is attributed due to the change in the insurance product mix in each quarter.

Gross profit (loss) related to the online stock trading platform segment for the three and nine months ended September 30, 2022 were $(12,000) and $6,000, respectively, as compared to $0 and $0 gross profit for the three and nine months ended September 30, 2021, and reflects a decrease of $12,000 and increase of $6,000, respectively, for the three and nine months ended September 30, 2022 as compared to the same period last year. The change is attributed to the acquisition of Magpie that was finalized on February 26, 2021 (as further detailed above).

Selling and Marketing Expenses

Selling and Marketing expenses are part of operating expenses. Selling and marketing cost for the three and nine months ended September 30, 2022, were $1,321,000 and $4,873,000, respectively, as compared to expenses of $1,521,000 and 3,874,000 for three and nine months ended September 30, 2021. This represents a decrease of $200,000 and increase of $999,000, for the three and nine months ended September 30, 2022 as compared to the same period last year. The change is attributed to the increase in Selling and Marketing expenses related to the insurance companies offset by decrease in the online stock trading platform in the third quarter. The increase in the insurance platform is mainly a result of increase in Selling and Marketing expenses in a total amount of $542,000 and $666,000, for the three and nine months ended September 30, 2022. offset by the change from the acquisition of online stock trading platform segment that was finalized on February 26, 2021 a decrease in a total amount of $742,000 and increase of $333,000, for the three and nine months ended September 30, 2022. As the global stock markets trading keep going downwards, we stopped market campaign in the beginning of the year.

General and Administrative Expenses

General and administrative expenses are part of operating expenses. General and administrative expenses for the three and nine months ended September 30, 2022 were $9,233,000 and $30,224,000, respectively, compared to $6,618,000 and $26,039,000 for the three and nine months ended September 30, 2021, respectively. This represents an increase of $2,615,000 and $4,185,000, for the three and nine months ended September 30, 2022 as compared to the same period last year. The increase in general and administrative is mainly a result of (i) a decrease associated

with the issuance costs of shares and options to Directors, officers, employees and service providers in a total amount of $7,010,000 a non-cash expenses; and; (ii) a decrease in retainer for professional advice from various services providers, in connection with the completion of the public offering closed in February 2021 and March 2021 in a total amount of $924,000 (iii) increase in expenses related to the insurance companies as well as increase in the online stock trading platform. The increase associated with the salary expenses following the acquisition of new subsidiaries and VIEs transactions during 2021 in a total amount of $3,505,000 and; (iv) an increase associated with the rent and maintenance expenses following the acquisition of new subsidiaries and VIEs transactions during 2021 in a total amount of $165,000, and; (v) increase in merger transaction expenses related to the Tingo transaction in the amount of $4,889,000, and; (vi) increase in Doubtful debt in a total amount of $1,114,000.

Research and Development Expenses

Research and development expenses are part of operating expenses. Research and development costs, which mainly include wages, materials and sub-contractors, for the three and nine months ended September 30, 2022 were $568,000 and $1,509,000, respectively, compared to $396,000 and $1,015,000 for the three and nine months ended September 30, 2021, respectively. This represents an increase of $172,000 and increase of $494,000, for the three and nine months ended September 30, 2022, as compared to the same period last year. The increase is attributed to the (i) increase in $432,000 and $870,000 for the three and nine months ended September 30, 2022, as compared to the same period last year related to the development of the insurance core system and sales platform offset by; (ii) decrease of $261,000 and $145,000 for the three and nine months ended September 30, 2022, as compared to the same period last year related to the development of the Stock trading application and; (iii) a decrease of $0 and $231,000 for the three and nine months ended September 30, 2022, as compared to the same period last year from consolidation of the MRM segment (Micronet) results with the company during the first quarter of 2021 but not in 2022 as described above.

Loss from Operations

Our loss from operations for the three and nine months ended September 30, 2022 were $8,715,000 and $32,455,000, respectively, compared to loss from operations of $6,521,000 and $27,874,000, respectively, for the three and nine months ended September 30, 2021. The increase in loss from operations is mainly a result of the increase in operating expenses as mention above.

Financial Income (Expense), Net

Financial income (expenses), net for the three and nine months ended September 30, 2022 were $371,000 and expenses of $718,000, respectively, compared to an income of $336,000 and $61,000 for the three and nine months ended September 30, 2021, respectively. This represents an increase in financial income of $35,000 and increase in financial expenses of $779,000, respectively, for the three and nine months ended September 30, 2022. The change in financial expenses, net for the three and nine months ended September 30, 2022, is primarily due to the exchange rate.

Net Loss Attributed to MICT, Inc.

Our net loss attributed to MICT, Inc. for the three and nine months ended September 30, 2022, were $7,671,000 and $30,694,000 compared to $5,328,000 and $28,185,000, for the three and nine months ended September 30, 2021. This represents an increase of $2,343,000 and increase of $2,509,000 for the three and nine months ended September 30, 2022, as compared to the same period last year. The increase for the three and nine months ended September 30, 2022 is mainly a result of the increase in General and administrative expenses mainly from one time merger transactions with Tingo.

Liquidity and Capital Resources

As of September 30, 2022, our total cash balance was $68,351,000, as compared to $94,930,000 as of December 31, 2021. This reflects a decrease of $26,579,000 in cash for the reasons described below.

Loans Provided by MICT

On November 13, 2019, the Company and Micronet executed a convertible loan agreement pursuant to which the Company agreed to loan Micronet $500,000 (the “Convertible Loan”). The Convertible Loan bears interest at a rate of 3.95% calculated and paid on a quarterly basis. In addition, the Convertible Loan, if not converted, shall be repaid in four equal installments, the first of such installment payable following the fifth quarter after the issuance of the Convertible Loan, with the remaining three installments due on each subsequent quarter thereafter, such that the Convertible Loan shall be repaid in full upon the lapse of 24 months from its issuance. In addition, the outstanding principal balance of the Convertible Loan, and all accrued and unpaid interest, is convertible at the Company’s option, at a conversion price equal to 0.38 NIS per Micronet share. Pursuant to the Convertible Loan agreement, Micronet also agreed to issue the Company an option to purchase one of Micronet’s ordinary shares for each ordinary share that it issued as a result of a conversion of the Convertible Loan at an exercise price of 0.60 NIS per share, exercisable for a period of 15 months. On July 5, 2020, Micronet had a reverse split where the price of the Convertible Loan changed from 0.08 NIS per Micronet share into 5.7 NIS per Micronet share. The option’s exercise price changed from 0.6 NIS per share to 9 NIS per Micronet share.

On January 1, 2020, the Convertible Loan was approved at a general meeting of the Micronet shareholders, and the Convertible Loan and the transactions contemplated thereby became effective. The loan was repaid on January 4, 2022.

On August 13, 2020, MICT Telematics extended to Micronet an additional loan in the aggregate amount of $175,000 (the “Third Loan”) which governed the existing outstanding intercompany debt. The Third Loan does not bear any interest and has a term of twelve (12) months. The Third Loan was extended for the purpose of supporting Micronet’s working capital and general corporate needs. The loan was repaid on August 25, 2021.

On May 13, 2022, the Company and Tingo executed a loan agreement pursuant to which the Company agreed to loan Tingo (“Maker”) a sum of $3,000,000 (the “Note” and “Loan” respectively). The Loan bear an annual interest of 5%. The principal balance of the Loan and any accrued and unpaid interest due under the Note shall be due and payable on May 10, 2024 (“Initial Maturity Date”), provided however that if the merger agreement executed between the parties shall be terminated pursuant to its terms, the Initial Maturity Date shall accelerate and the principal balance of the Loan and any accrued and unpaid interest due under the Note shall be due and payable on or before the 30th calendar day following such termination. The principal balance may be prepaid at any time by Maker without penalty.

On July 28, 2022, the Company agreed to replace the Note with a new note (“New Note”), pursuant to which the amount of the Loan granted under the New Note is $3,500,000, with all other terms remaining in effect without a change.

On September 28, 2022, the Company agreed to replace the Note with a new note (“New Note”), pursuant to which the amount of the Loan granted under the New Note is $3,700,000, with all other terms remaining in effect without a change.

On October 6, 2022, the Company extended to Tingo a loan in the principal amount of $23,700,000 with an interest rate of 5% per year, and which shall amend and restate the loan agreement between MICT and Tingo dated September 28, 2022, for a principal amount of $3,700 (the “Previous Loan”). Pursuant to the Amended Purchaser Loan.

Debt Repayment

As of September 30, 2022, the Company had short-term loans from others of $761,000 comprised as follows: $592,000 loans of All Weather Insurance Agency that bear an interest of 0% will be repaid on December 31, 2022. The $169,000 loans of Guangxi Zhongtong that bears an interest of 10% will be repaid before December 31, 2022.

Total Current Assets, Trade Accounts Receivable and Working Capital

As of September 30, 2022, our total current assets were $96,287,000, as compared to $127,497,000 as of December 31, 2021. The decrease is mainly due to the decrease in our cash as described above.

Our trade accounts receivable as of September 30, 2022, were $9,084,000 as compared to $17,879,000 as of December 31, 2021.

As of September 30, 2022, our working capital was $76,621,000, compared to $102,107,000 as of December 31, 2021. The decrease is mainly due to the decrease in our cash as described above.