Agri Fintech Holdings, Inc. - Dec 31, 2022 Form 5 Insider Report for MICT, Inc. (TIO)

Role: 10%+ Owner
Signature: /s/ Dozy Mmobuosi
Stock symbol: TIO
Transactions as of: Dec 31, 2022
Transactions value $: $0
Form type: 5
Date filed: 2/14/2023, 07:45 PM
Previous filing: Nov 13, 2023
Next filing: Jul 31, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	TIO	Common Stock						25.8M	Dec 31, 2022	Direct	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	TIO	Series A Preferred Stock						26M	Dec 31, 2022	Series A Preferred Stock	2.6K		Direct	F1, F3, F4
holding	TIO	Series B Preferred Stock						33.7M	Dec 31, 2022	Series B Preferred Stock	33.7K		Direct	F1, F5, F6

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On December 1, 2022, a wholly-owned subsidiary of Tingo, Inc., a Nevada corporation (the "Reporting Person") merged with and into (the "Combination") an indirect wholly-owned subsidiary of MICT, Inc. (the "Issuer") .
F2	As consideration for the Combination, 25,783,675 of Issuer's common stock was issued to Reporting Person.
F3	As consideration for the Combination, 2,604.28 shares of Series A preferred stock was issued to Reporting Person. The 2,604.28 shares of Series A preferred stock are convertible into 26,042,808 shares of Issuer's common stock, which is equal to 10,000 shares of common stock and approximately 20.1% of the total issued and outstanding Issuer's common stock.
F4	The conversion date is the latest date of the occurrence of the following scenarios: (i) the later of (a) January 1, 2023 and (b) the date that is ninety (90) days following December 1, 2022; (ii) the date upon which Issuer has received stockholder approval with respect to the issuance of all of the preferred shares; (iii) the date upon which Issuer has effected an increase in the number of shares of common stock authorized under its certificate of incorporation to the extent required to consummate the conversion.
F5	As consideration for the Combination, 33,687.21 shares of Series B preferred stock was issued to Reporting Person. The 33,687.21 shares of Series B preferred stock are convertible into 336,872,210 shares of Issuer's common stock, which is equal to 10,000 shares of common stock and approximately 35% of the total issued and outstanding Issuer's common stock.
F6	The conversion date is the latest date of the occurrence of the following scenarios (i) the later of (a) January 1, 2023 and (b) the date that is ninety (90) days following December 1, 2022; (ii) the date upon which the Corporation has received approval of the Nasdaq change of control application without any material restrictions; (iii) the date upon which Issuer has effected an increase in the number of shares of common stock authorized under its certificate of incorporation to the extent required to consummate the conversion.