February 6, 2020
David Lucatz
Chief Executive Officer
MICT, Inc.
28 West Grand Avenue, Suite 3
Montvale, NJ 07645
Re: MICT, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed January 21, 2020
File No. 1-35850
Dear Mr. Lucatz:
We have reviewed your filing and have the following comments. In some of
our
comments we may ask you to provide us information so that we may better
understand your
disclosure.
Please respond to these comments within 10 business days by providing
the requested
information or advise us as soon as possible when you will respond. If you do
not believe that
our comments apply to your facts and circumstances, please tell us why in your
response.
After reviewing your response to these comments, we may have additional
comments.
Preliminary Proxy Statement on Schedule 14A filed January 21, 2020
GFH, page 2
1. Disclosure that GFH has two wholly owned subsidiaries, ParagonEX and
Beijing
Brookfield, appears inconsistent with disclosure under "Share Exchange
Agreements" on
page 84 that the closings of the ParagonEx and Beijing Brookfield
acquisitions
are pending. Please reconcile the disclosures.
Ownership Structure, page 3
2. Disclosure in the post-closing structure diagram that Global Fintech
will own 75.76% of
the company after the merger appears inconsistent with disclosure in the
last paragraph on
page 4 that BNN would own greater than 20% of the voting power of the
company after
the merger and would be the company's largest shareholder which would be
considered a
change of control under Nasdaq listing rules. Please reconcile the
disclosures.
Additionally, we note that BNN is not included in the post-closing
structure diagram on
David Lucatz
FirstName LastNameDavid Lucatz
MICT, Inc.
Comapany NameMICT, Inc.
February 6, 2020
Page 2
February 6, 2020 Page 2
FirstName LastName
page 3 or in the beneficial ownership of securities table on page 216.
Please revise or
advise.
3. Given the small ownership percentage of the company's public
stockholders after the
merger as illustrated in the post-closing structure diagram, please
advise whether the
merger represents the first step in a going private transaction. We
note also the risk factor
disclosure "Nasdaq may delist MICT's securities..." on page 34.
Record Date; Outstanding Shares; Stockholders Entitled to Vote, page 6
4. Disclose the number of shares that BNN intends to vote in favor of the
merger. We note
the disclosure in the last paragraph on page 4. Additionally, if Mr.
Lucatz and BNN
intend to exercise options or take any other action to provide
additional shares to vote in
favor of the merger proposal, please discuss.
Share Exchange Agreements, page 84
5. Disclosure indicates that GFH will acquire all of the issued and
outstanding ordinary
shares and other equity interest of Beijing Brookfield in exchange for
16,310,759 newly
issued shares of Global Fintech and that GFH will acquire all of the
issued and
outstanding shares of ParagonEx in exchange for payment of $10 million
in cash and
delivery of 75,132,504 newly issued shares of Global Fintech. Specify
what percentage of
ownership of Global Fintech the newly issued shares of Global Fintech
to each of Beijing
Brookfield and ParagonEx represent.
Charter Amendment Proposal, page 105
6. Allocate under "Background and Overview" the number of shares of
common stock
required for the purpose of carrying out the merger and issuance of
shares of common
stock upon conversion of the convertible debentures and the
convertible notes, exercise of
the note warrants, and the conversion or exercise of other outstanding
securities of the
company. For example, we note disclosure on page 2 that Global Fintech
will receive an
aggregate of 109,946,914 shares of the company's common stock at the
merger's effective
time and disclosure on page 7 that Mr. Darren Mercer will receive a
majority of shares of
GFH under its 2019 equity incentive plan which will be exchanged for
shares of the
company's common stock at the merger's closing.
Information about Officers, Directors and Director Nominees, page 112
7. Ensure that the biographical paragraph of Mr. Darren Mercer here and
on page 167
describes appropriately his business experience during the past five
years. For example,
we note the disclosure on page 7 that Mr. Darren Mercer is the sole
director of GFH. See
Item 7 of Schedule 14A and Item 401(e) of Regulation S-K.
Additionally, given Mr.
Mercer's relationships with Global Fintech, GFH, BNN, and Strategic
Partnerships and
Business Development, advise what consideration you have given to risk
factor disclosure
of Mr. Mercer's potential conflicts of interest, including involvement
in negotiations of the
David Lucatz
MICT, Inc.
February 6, 2020
Page 3
merger agreement and related transactions as summarized on pages
85-96, and also
additional disclosure under "Certain Relationships and Related Party
Transactions of
MICT" on page 217 concerning Mr. Mercer's relationships to those
entities.
Compensation of Directors, page 173
8. Provide a director compensation table for the fiscal year ended
December 31, 2019. See
Item 7 of Schedule 14A and Item 402(k) of Regulation S-K. In addition,
please provide
the information required by Item 402 of Regulation S-K for Mr. Mercer
and any other
person who will continue as a director or officer of the surviving
company. Refer to
Instruction 1 to Item 14 of Schedule 14A and Item 18(a)(7) of Form
S-4.
Beneficial Ownership of Securities, page 216
9. Please complete all information omitted in the table.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments,
action, or absence of
action by the staff.
Please contact Edward M. Kelly, Senior Counsel, at (202) 551-3728 or
Erin M. Purnell,
Senior Counsel, at (202) 551-3454 with any questions.
FirstName LastNameDavid Lucatz Sincerely,
Comapany NameMICT, Inc.
Division of
Corporation Finance
February 6, 2020 Page 3 Office of
Manufacturing
FirstName LastName