United States securities and exchange commission logo
August 7, 2020
David Lucatz
Chief Executive Officer
MICT, Inc.
28 West Grand Avenue, Suite 3
Montvale, NJ 07645
Re: MICT, Inc.
Revised Preliminary
Proxy Statement on Schedule 14A
Filed July 24, 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 with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe 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.
Revised Preliminary Proxy Statement on Schedule 14A filed July 24, 2020
Summary of the Material Terms of the Proxy Statement
The Nasdaq Proposals
The Consideration Note Proposal, page 2
1. We note your response
to comment 2 and that all of the Series B Preferred Shares and the
Note Warrants were
subsequently transferred to GFH. Please revise your disclosure in
this section and
throughout the proxy statement to state that the issuance of the convertible
promissory notes to GFH
would be considered a change of control under Nasdaq Listing
Rules 5635(a).
David Lucatz
FirstName
MICT, Inc.LastNameDavid Lucatz
Comapany
August NameMICT, Inc.
7, 2020
August
Page 2 7, 2020 Page 2
FirstName LastName
Questions and Answers for All MICT Stockholders
Q. What equity stake will current MICT stockholders hold in the combined entity
immediately
after the consummation of the Merger?, page 6
2. Please fill in the percentage that the current stockholders of MICT
are expected to own in
the combined entity in your next amendment.
Risk Factors
Risk Factors Related to the Merger and Ownership of MICT s Securities, page
22
3. We note your response to comment 7 and your disclosure on page 39.
Please add a
separate risk factor in this section that discusses the risks
associated with Mr. Mercer's
involvement with the company, Intermediate and GFH.
Beneficial Ownership of Securities, page 156
4. Identify by footnote or otherwise the natural person or persons who
have sole or shared
voting and investment powers for the securities beneficially owned by
China Strategic
Investment Limited and the entities affiliated with Hadron Master Fund
to the extent
known by the persons on whose behalf the solicitation is made. Please
refer to Item 6(6)
of Schedule 14A.
5. We note your response to comment 3 that the Merger does not represent
the first step in a
going private transaction and that certain agreements in connection
with the offering of
Series A Preferred Shares and the Convertible Notes require that a
resale registration
statement with respect to the underlying shares of Common Stock remain
effective for
some period of time. Please tell us how long the underlying shares of
Common Stock are
required to remain effective.
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 Kelly at 202-551-3728 or Erin Purnell at
202-551-3454 with any
questions.
Sincerely,
Division of
Corporation Finance
Office of
Manufacturing