Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)

Filed Pursuant to Rule 424(b)(3)

Registration No. 333-256209

Prospectus Supplement No. 2 to Reoffer Prospectus

MICT, Inc.

Up to 43,107,034 Shares of Common Stock

This Prospectus Supplement No. 2, dated August 16, 2021 (this “Supplement”), supplements the reoffer prospectus filed as part of the Registration Statement on Form S-3 filed by MICT, Inc. (the “Company”, MICT,” “us”, “our” or “we”) with the Securities and Exchange Commission (the “SEC”) on July 7, 2021 (the “Prospectus”), relating to the resale of common stock, par value $0.001 per share (the “Common Stock”), of the Company which may be offered and sold from time to time by Selling Stockholders, or their successors in interest (the “Selling Stockholders”), of our Common Stock. This Supplement covers 43,017,034 shares of common stock warrants (the “Shares”).

You should read this Supplement in conjunction with the Prospectus. This Supplement is qualified by reference to the Prospectus, except to the extent the information in this Supplement supersedes the information contained in the Prospectus.

Our Common Stock is quoted on the Nasdaq Capital Market under the symbol “MICT”. On August 13, 2021, the closing sales price of our Common Stock on the Nasdaq Capital Market was $1.99 per share.

The Shares may be offered from time to time by any or all of the Selling Stockholders through ordinary brokerage transactions, in negotiated transactions or in other transactions, at such prices as such Selling Stockholder may determine, which may relate to market prices prevailing at the time of sale or be a negotiated price. See “Plan of Distribution” in the Prospectus. Sales may be made through brokers or to dealers, who are expected to receive customary commissions or discounts. Brokers or dealers effecting transactions in these Shares should confirm that the Shares are registered under applicable state law or that an exemption from registration is available.

The Selling Stockholders and participating brokers and dealers may be deemed to be “underwriters” within the meaning of the Securities Act, in which event any profit on the sale of Shares of those Selling Stockholders and any commissions or discounts received by those brokers or dealers may be deemed to be underwriting compensation under the Securities Act.

You should carefully read and consider the risk factors under Item 1A beginning on page 31 of our Annual Report on Form 10-K for the year ended December 31, 2020 for risks relating to investment in the Company’s securities.

Neither the SEC nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Prospectus or this Supplement. Any representation to the contrary is a criminal offense.

The information set forth under the caption “Selling Stockholders” in the Prospectus is amended and restated in its entirety as set forth below and is provided for the primary purpose of updating the table of Selling Stockholders contained in the Prospectus.

The date of this Supplement is August 16, 2021

SELLING STOCKHOLDERS

The following table sets forth the names of the Selling Stockholders (and/or the beneficial owners) and the number of Shares beneficially owned by each of them as of the date of this prospectus supplement.

The table below supplements or amends the table of Selling Stockholder contained on pages 10 and 11 of the reoffer prospectus dated July 7, 2021. Where the name of a Selling Stockholder identified in the table below also appears in the table in the reoffer prospectus, the information set forth in the table below regarding that Selling Stockholder supersedes the information in the reoffer prospectus. Information in the table below with respect to beneficial ownership has been furnished by each of the Selling Stockholders. The Shares are being registered to permit public secondary trading of the Shares, and Selling Stockholders may offer the Shares for resale from time to time. The Selling Stockholders listed in the table below may have sold, transferred, otherwise disposed of or purchased, or may sell, transfer, otherwise dispose of or purchase, at any time and from time to time, Shares of our Common Stock in transactions exempt from the registration requirements of the Securities Act or in the open market after the date on which they provided the information set forth in the table below.

The following table further sets forth (i) the aggregate of the number of Shares held by each Selling Stockholder on or about the date of this Supplement (ii) the number of Shares that each Selling Stockholder may offer for sale from time to time pursuant to the Prospectus, as supplemented by this Supplement, whether or not such Selling Stockholder has a present intention to do so; and (iii) the number of Shares to be beneficially owned by each Selling Stockholder following the sale of all Shares that may be so offered pursuant to the Prospectus. There is no assurance that any of the Selling Stockholders will sell any or all of the Shares offered by them under the Prospectus or this Supplement. Any changed information will be set forth in an amendment or supplement to the Prospectus or this Supplement, to the extent required by law.

Name of Selling Security Holder	Number of Shares Beneficially Owned Before the Offering		Number of Shares Offered for the Account of the Selling Stockholder		Number of Shares Beneficially Owned After Offering		Percentage of Shares Beneficially Owned After Offering
Adebayo Oladipo Alaba		151,691		151,691		–		*
Adrian McAlpine		499,307		184,306		315,001		*
A.G.P./Alliance Global Partners		584,607		584,607		–		*
Alan Jones		4,500		4,500		–		*
Alastair Hunter		28,091		28,091		–		*
Altium Growth Fund, LP(1)		7,570,510		2,755,102		–		*
Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B(2)		7,570,510		2,755,102		4,815,408		4.0	%
Ami Assets S.A.		90,000		90,000		–		*
Andrew Martin Sciama		2,037,174		454,597		1,582,577		1.3	%
Anson Investments Master Fund LP(3)		5,677,883		2,066,327		3,611,556		3.0	%
Anson East Master Fund LP(4)		1,892,627		688,775		–		*
Anthony Sultan		436,493		252,818		183,675		*
Armistice Capital Master Fund Ltd.(5)		7,570,510		2,755,102		–		*
Carltane (International) Limited		674,183		404,509		269,674		*
Carmelo Cataudella		68,588		68,588		–		*
Catherine Mercer		22,500		22,500		–		*
Cerys Hopkirk		224,727		224,727		–		*
China Strategic Investments Limited		1,746,791		74,711		1,672,080		1.4	%
Christopher Baker		33,709		33,709		–		*
Christopher Fleet		90,000		90,000		–		*
Christopher Johnson		121,000		121,000		–		*
Cushman Holdings Limited		1,244,004		85,373		1,158,631		*
Darren Mercer		11,620,939		5,620,939		6,000,000		5.0	%
David Bassett		23,511		23,511		–		*
David Birenbaum		27,873		27,873		–		*
David Bocchi		374,148		374,148		–		*
David Langer		56,182		56,182		–		*
Deerwood Assets Limited		561,818		561,818		–		*
Don Godwin		45,000		45,000		–		*
East Anglia Investments		2,300,000		2,300,000		–		*
Emma Louise Kirby		112,364		112,364		–		*
Emanuel Cohen		37,164		37,164		–		*
Empery Asset Master LTD(7)		3,626,713		1,663,311		1,963,402		1.6	%
Empery Tax Efficient III, LP(8)		2,251,369		625,369		1,626,232		1.3	%
Empery Tax Efficient, LP(9)		1,333,930		466,422		867,508		*
Ensco 1390 Limited		3,208,000		3,208,000		–		*
Ernest Bennett		67,500		67,500		–		*
Fiona Dreesmann		56,182		56,182		–		*
Gary John Sewell		28,091		28,091		–		*
Gaynor Charlotte		28,091		28,091		–		*
George Anagnostou		160,349		160,349		–		*
Graham Walker		9,000		9,000		–		*
Grant Mercer		135,000		135,000		–		*
Gregory Simidian		58,777		58,777		–		*
Grosvenor Bridging Loans Limited		258,436		129,218		129,218		*
Guy Stanley Collins		235,963		112,364		123,599		*
Hadron Alpha Select Fund		1,146,500		1,146,500		–		*
Hadron Master Fund		262,590		262,500		–		*
Haim Perry		112,364		112,364		–		*
Harry Ioannou		213,799		115,056		–		*
Heights Capital Management, Inc. (6)		2,755,103		2,755,103		–		*
Hudson Bay Master Fund Ltd.(10)		7,570,510		2,755,103		4,815,407		4.0	%
Ian Gray		1,103,911		794,547		309,364		*
Ian Sandler		100,000		46,000		54,000		*
Jack Barton		185,818		56,182		129,636		*
James Downes		1,800		1,800		–		*
James Tang		26,725		26,725		–		*
Jeremy Hyman Martell		298,115		298,115		–		*
Joan Beck		326,326		146,181		180,145		*
John Porter		36,000		36,000		–		*
Jonathan Clauge		112,364		112,364		–		*
Julia Prior Palmer		112,364		112,364		–		*
Keith Dearling		155,324		73,036		82,288		*
Keith Donofrio		80,175		80,175		–		*
Kevin Oleskewicz		5,346		5,346		–		*
Malcolm Webber		11,755		11,755		–		*
Marc Marot		29,389		29,389		–		*
Martin Abramson		85,909		85,909		–		*
Martin Rawlings		408,402		224,727		183,675		*
Matthew Russell		61,800		61,800		–		*
Melvyn Sandler		231,818		231,818		–		*
Michael Ernest Sciama		958,483		454,597		503,886		*
Michelle Frances Crellin		86,868		86,868		–		*
Michelle Henderson		36,000		36,000		–		*
Mike Howard		27,000		27,000		–		*
Mike Pennington		9,000		9,000		–		*
Morris Coore		9,000		9,000		–		*
Morris Mason		18,000		18,000		–		*
Nigel Johnson		90,000		90,000		–		*
Oliver Abrahams		1,800		1,800		–		*
Paul Levinson		89,891		89,891		–		*
Peter James Ungar		168,546		84,273		84,273		*
Peter Linas		77,000		77,000		–		*
Pugh Davies Properties Limited		248,728		112,364		136,364		*
Ray Turner		56,285		56,285		–		*
Richard Armstrong		67,500		67,500		–		*
Richard Green		28,091		28,091		–		*
Richard Nigel Sciama		860,427		356,541		503,886		*
RSI Consultancy Limited		223,636		223,636		–		*
Rulegale Nominees Limited		157,500		157,500		–		*
Russell Sidebottom		28,091		28,091		–		*
Simcha Shadmi		45,000		45,000		–		*
Simon Prior-Palmer		2,442,042		805,608		1,636,433		1.3	%
Stephen Garbutta		168,546		112,364		56,182		*
Steve Heaney		10,800		10,800		–		*
Stephen Henesy		224,727		224,727		–		*
Stuart Mercer		53,711		13,709		40,002		*
Sutton		124,500		124,500		–		*
The White Partnership LLP		61,236		11,236		50,000		*
Tim Steel		40,000		40,000		–		*
Todd Patrick		28,091		28,091		–		*
Tom Higgins		16,702		16,702		–		*
Zachary Grodko		53,450		53,450		–		*
Zachary Hirsch		21,379		21,379		–		*
Zulfiqur Al Tanveer Haider		112,364		112,364		–		*

Less than 1%

(1)

The securities to be registered for resale by Altium Growth Fund, LP include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance.

(2)

The securities to be registered for resale by Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Ayrton Capital LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority to vote and dispose of the Shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed to be the beneficial owner of these Shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also be deemed to have investment discretion and voting power over the Shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these Shares.

(3)

The securities to be registered for resale by Anson Investments Master Fund LP include 2,066,327 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance.

(4)

The securities to be registered for resale by Anson East Master Fund LP include 688,775 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance.

(5)

The securities to be registered for resale by Armistice Captial Master Fund Ltd. include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance.

(6)

The securities to be registered for resale by Heights Capital Management, Inc. include 2,755,103 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Heights Capital Management, Inc., the authorized agent of CVI Investments, Inc. ("CVI"), has discretionary authority to vote and dispose of the Shares held by CVI and may be deemed to be the beneficial owner of these Shares. Martin Kobinger, in his capacity as Investment Manager of Heights Capital Management, Inc., may also be deemed to have investment discretion and voting power over the Shares held by CVI. Mr. Kobinger disclaims any such beneficial ownership of the Shares. CVI Investments, Inc.is affiliated with one or more FINRA member, none of whom are currently expected to participate in the sale pursuant to the prospectus contained in the Registration Statement of Shares purchased by the Investor in this Offering.

(7)

The securities to be registered for resale by Empery Asset Master, LTD ("EAM"), include 1,663,311 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized agent of EAM has discretionary authority to vote and dispose of the Shares held by EAM and may be deemed to be the beneficial owner of these Shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the Shares held by EAM. EAM, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these Shares.

(8)

The securities to be registered for resale by Empery Tax Efficient III, LP ("ETE III"), include 625,369 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized agent of ETE III has discretionary authority to vote and dispose of the Shares held by ETE III and may be deemed to be the beneficial owner of these Shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the shares held by ETE III. ETE III, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these Shares.

(9)

The securities to be registered for resale by Empery Tax Efficient LP ("ETE"), include 466,422 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Empery Asset Management LP, the authorized agent of ETE has discretionary authority to vote and dispose of the Shares held by ETE and may be deemed to be the beneficial owner of these Shares. Martin Hoe and Ryan Lane, in their capacity as investment managers of Empery Asset Management LP, may also be deemed to have investment discretion and voting power over the Shares held by ETE. ETE, Mr. Hoe and Mr. Lane each disclaim any beneficial ownership of these Shares.

(10)

The securities to be registered for resale by Hudson Bay Master Fund Ltd. include 2,755,102 Shares which are immediately exercisable at an exercise price of $2.80 per share and will expire five years from the date of issuance. Hudson Bay Capital Management LP, the investment manager of Hudson Bay Master Fund Ltd., has voting and investment power over these Shares. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson Bay Capital Management LP. Each of Hudson Bay Master Fund Ltd. and Sander Gerber disclaims beneficial ownership over these Shares.