Amended Current Report Filing (8-k/a)
April 27 2023 - 9:30AM
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2023-02-09
2023-02-09
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 9, 2023
TINGO GROUP, INC.
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-35850 |
|
27-0016420 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
28 West Grand Avenue, Suite 3,
Montvale, New Jersey 07645
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including
area code: (201) 225-0190
N/A
(Former name or former address, if changed since
last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading symbol |
|
Name of exchange on which registered |
| Common Stock, $0.001 par value |
|
TIO |
|
Nasdaq Capital Market |
EXPLANATORY NOTE
This Form 8-K/A (this “Form
8-K/A”) to our Current Report on Form 8-K filed with the Securities and Exchange Commission on February 15, 2023 (the “Original
Form 8-K”) is being filed to amend Item 9.01 to the Original Form 8-K to include certain financial statements related to the acquisition
by Tingo Group, Inc. (the “Company”) and MICT Fintech Ltd., an indirect wholly-owned subsidiary of the Company organized under the laws of the British Virgin Islands of 100% of the ordinary shares of Tingo Foods PLC (“Tingo
Foods”) from Dozy Mmobuosi (the “Acquisition”). Except as set forth herein, no modifications have been made to
the information contained in the Original Form 8-K.
Item 9.01 Financial Statements and Exhibits.
| (a) | Financial Statements of Businesses Acquired. |
The audited financial statements
of Tingo Foods as of December 31, 2022 and for the period from August 11, 2022 (inception) to the year ended December 31, 2022 is filed
as Exhibit 99.2 and Exhibit 99.2 is incorporated by reference herein.
| (b) | Pro Forma Financial Information. |
The unaudited pro forma condensed
combined balance sheet of the Company relating to the Acquisition as of December 31, 2022 and the unaudited pro forma condensed combined
statement of operations of the Company relating to the Acquisition for the fiscal year ended December 31, 2022, is filed as Exhibit 99.3
and incorporated by reference herein.
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| |
TINGO GROUP, INC. |
| |
|
|
| Date: April 27, 2023 |
By: |
/s/ Darren Mercer |
| |
|
Name: |
Darren Mercer |
| |
|
Title: |
Chief Executive Officer |
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