UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM ~~10-Q/A~~

(~~Amendment No. 2~~)10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March 31, 2022~~June 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number 333-205835

~~TINGO,~~AGRI-FINTECH HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Nevada		83-0549737
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

~~43 West 23~~11650 South State^rd Street, Suite 240 Draper, 2^nd ~~Floor~~ ~~New York~~, NYUT		10010 (Zip Code)
(Address of principal executive offices)

TINGO, INC.

43 West 23^rd Street, 2^nd Floor, New York, NY 10010

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

Registrant’s telephone number, including area code: (~~(646)~~385) ~~847- 0144~~463-8168

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act:

Class A Common Stock, $0.001 par value per share

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.


Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller Reporting Company ☒	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. ☐

Indicate by check mark whether the registrant is a shell company. Yes ☐ No ☒

There were 1,227,516,211 shares of the registrant’s Class A common stock, $0.001 par value, outstanding, as of ~~May 12, 2022.~~August 1, 2023.

Table of Contents

~~EXPLANATORY NOTE~~

~~As disclosed in the Registrant’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of~~ AGRI-FINTECH HOLDINGS, INC. (f/k/a ~~subsidiary of~~ Tingo, Inc. ~~(the “Company”~~) with a wholly-owned subsidiary of Nasdaq-listed MICT, Inc., the Company has reviewed and considered its accounting treatment of its acquisition of Tingo Mobile PLC (“Tingo Mobile”) on August 15, 2021 (the “Acquisition”). Based on this review, the Company has elected to modify its accounting treatment of the Acquisition as a reverse acquisition of the Company by Tingo Mobile instead of as a forward acquisition of Tingo Mobile by the Company as had been previously presented.

In addition, the Company has revised its accounting treatment of asset classifications and costs associated with the operating leases for its mobile phone devices. While this revision did not affect the Company’s gross revenue or net income, it did reallocate prepayments for the devices to property, plant, and equipment, and reallocated costs associated with the devices from cost of sales to depreciation expense.

Further, as disclosed in the Registrant’s Current Report on Form 8-K filed on August 24, 2022, the Company is revising its accounting treatment relating to the expensing of restricted stock awards (“Stock Awards”) granted pursuant to the Company’s 2021 Equity Incentive Plan adopted on October 12, 2021 (“Incentive Plan”). Most of the Stock Awards granted under the Incentive Plan are subject to time-based vesting requirements of up to two years. Accounting Standards Codification 718 – ~~Compensation-Stock Compensation~~ (“ASC 718”) requires that all Stock Awards which are subject to time-based vesting requirements should be ratably expensed over the vesting period based on the fair value of the Stock Award on the grant date, instead of being fully-expensed. Such treatment should be applied without regard as to whether the recipient is an employee, director, or contractor.

In the Company’s Quarterly Report on Form 10-Q filed on May 16, 2022 (“Original Filing”), as well as in the Company’s Amendment No. 1 to the Quarterly Report on Form 10-Q/A filed by the Company on July 21, 2022 (collectively, with the Original Filing, the “Previous Filings”), the Company’s Stock Awards to non-employees were all fully-expensed, even though some of these Stock Awards were subject to time-based vesting requirements. As a result, stock-based expenses for the Company were overstated for the first quarter of 2022 in the Previous Filings.

This Amendment No. 2 to the Company’s Quarterly Report on Form 10-Q/A (“Amended 10-Q”) now ratably allocates expenses associated with time-based vested Stock Awards for all Incentive Plan participants during their respective vesting periods. In this Amended 10-Q, the proper allocation of these non-cash expenses in accordance with ASC 718 has resulted in an increased net profit for the quarter as compared to the Previous Filings.

~~Accordingly, this Amended 10-Q supersedes and replaces in their entirety the Previous Filings.~~

This Amended 10-Q does not reflect events occurring after the Original Filing except as noted above. Except for the foregoing amended information concerning the Acquisition and accounting treatment of the Stock Awards, this Amended 10-Q continues to speak as of the date of the Original Filing and the Company has not otherwise updated disclosures contained therein or herein to reflect events that occurred at a later date.

~~Table of Contents~~

~~TINGO, INC.~~

(A Nevada Corporation)

INDEX


		Page
PART I. FINANCIAL INFORMATION
Item 1. Unaudited ~~Consolidated~~ Financial Statements		3
Balance Sheets		3
Statements of Operations and Comprehensive Income (Sucessor Period and Consolidated for the Predecessor Period)		4
~~Consolidated Balance Sheets~~		4
~~Consolidated~~ Statements of ~~Operations~~Shareholders’ Equity (Successor Period and ~~Comprehensive Income~~Consolidated for the Predecessor Period)		5
~~Consolidated~~ Statements of ~~Shareholders’ Equity~~Cash Flows (Consolidated for the Predecessor Period)		6
~~Consolidated Statements of Cash Flows~~		87
Notes to ~~Consolidated~~ Financial Statements		98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		2220
Item 3. Quantitative and Qualitative Disclosure about Market Risk		2925
Item 4. Controls and Procedures		2925
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		3026
Item 1A. Risk Factors		3026
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		3026
Item 3. Defaults Upon Senior Securities		3026
Item 4. Mine Safety Disclosures		3026
Item 5. Other Information		3026
Item 6. Exhibits		3127
SIGNATURE		3228

Table of Contents

Part I.Financial Information

Item 1. Unaudited Consolidated Financial Statements

~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

~~CONSOLIDATED~~ BALANCE SHEETS

(Unaudited)


	March 31,		December 31,		June 30,		December 31,
	2022		2021		2023		2022
Assets
Current Assets
Cash	$	25,346,663	$	128,367,605
Accounts receivable, net		94,791,681		364,308,399
Inventory		103,218		129,823
Cash and cash equivalents					$	13,568	$	985
Loans and other receivables – related parties						20,058,693		19,637,668
Total Current Assets		120,241,562		492,805,827		20,072,261		19,638,653

Non-Current Assets
Property, plant and equipment, net		1,090,955,701		1,198,883,019
Intangible assets, net		1,376,942		1,670,924
Total non-current assets		1,092,332,643		1,200,553,943
Investment in securities						1,215,241,000		1,215,241,000
Total Non-Current assets						1,215,241,000		1,215,241,000
Total Assets	$	1,212,574,205	$	1,693,359,770	$	1,235,313,261	$	1,234,879,653

Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable and accruals	$	272,883,402	$	755,885,193	$	6,460,967	$	4,286,181
Deferred income - current portion		89,285,248		221,215,018
Value added tax - current portion		6,953,424		17,162,192
Income tax payable		138,456,513		100,606,352
Total current liabilities		507,578,587		1,094,868,755

Non-current liabilities
Deferred Tax		4,326,714		2,171,039
Total non- current liabilities		4,326,714		2,171,039
Advances from related party						465,000		505,000
Notes payable – related parties						23,772,445		23,749,945
Settlement liability						7,700,000		—
Total Current Liabilities						38,938,412		28,541,126

Total Liabilities		511,905,301		1,097,039,794		38,398,412		28,541,126

Commitments and Contingencies

Stockholders’ Equity
Common stock - Class A, par value $.001 per share, 2,250,000,000 shares authorized, 1,215,016,211 and 1,205,016,211 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		1,215,016		1,205,016
Common Stock - Class B, par value $.001 per share, 200,000,000 shares authorized, 65,000,000 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively		65,000		65,000
Common stock - Class A, par value $.001 per share, 2,250,000,000 shares authorized, 1,227,516,211 shares issued and outstanding at June 30, 2023 and December 31, 2022						1,227,516		1,227,516
Common Stock - Class B, par value $.001 per share, 200,000,000 shares authorized, 65,000,000 shares issued and outstanding at June 30, 2023 and December 31, 2022						65,000		65,000
Additional paid-in-capital		385,693,635		330,703,635		419,181,135		419,181,135
Retained earnings		448,745,105		416,095,565		788,670,116		818,796,244
Deferred stock compensation		(49,318,303)		(66,357,804)		(12,228,918)		(32,931,368)
Translation reserve		(85,731,549)		(85,391,436)
Total Stockholders’ Equity		700,668,904		596,319,976		1,196,914,849		1,206,338,527
Total Liabilities and Stockholders’ Equity	$	1,212,574,205	$	1,693,359,770	$	1,235,223,261	$	1,234,879,653

The accompanying notes are an integral part of these ~~consolidated~~ financial statements.

Table of Contents

~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

~~CONSOLIDATED~~ STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

(Successor Period and Consolidated for the Predecessor Period)

(Unaudited)

For the 3 Months ended

For the 3 Months ended

March 31, 2022

March 31, 2021
Revenues

$
257,057,519

$
45,238,125
Cost of sales

(2,499,840)

(2,511,941)
Gross Profit

254,557,679

42,726,184

Operating Expenses

Payroll and related expenses

19,241,212

690,696
Distribution expenses

221,187

104,573
Professional fees

55,669,412

315,434
Bank fees and charges

636,047

62,824
Depreciation and amortization

106,740,939

740,616
General and administrative expenses - other

838,913

189,167
Bad debt expenses

47,398

—
Total Operating Expenses

183,395,108

2,103,310

Income from Operations

71,162,571

40,622,874

Other Income (Expenses)

Other income

185,798

59,721
Total Other Income

185,798

59,721

Income before tax

71,348,369

40,682,595

Taxation

(38,698,829)

(13,018,431)

Net Income

$
32,649,540

$
27,664,164

Other Comprehensive Loss

Translation Adjustment

(340,113)

(10,809,240)

Total Comprehensive Income

$
32,309,427

$
16,854,924

Earnings per share - Basic and Diluted

$
0.03

$
0.02

Weighted Average number of common shares outstanding

Basic and diluted

1,214,793,989

1,028,000,000

~~The accompanying notes are an integral part of these consolidated financial statements.~~

~~Table of Contents~~

~~TINGO, INC.~~

~~CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~(Unaudited)~~

~~(Continued on Next Page)~~

Common Stock - Class A

Common Stock - Class B

Additional Paid

Retained

Translation

Total Stockholders’


Number of Shares

Amount

Number of Shares

Amount

In Capital

Earnings

Reserve

Equity
Balance as of January 1, 2021

1,028,000,000

$
1,028,000

65,000,000

$
65,000

$
508,549

$
458,438,770

$
(32,283,238)

$
427,757,081

Net income for the quarter ended March 31, 2021

—

—

—

—

—

27,664,164

—

27,664,164

Foreign Currency Translation Adjustment

—

—

—

—

—

—

(10,809,240)

(10,809,240)

Balance as of March 31, 2021

1,028,000,000

$
1,028,000

65,000,000

$
65,000

$
508,549

$
486,102,934

$
(43,092,478)

$
444,612,005

~~Table of Contents~~

~~TINGO, INC.~~

~~CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY~~

~~(Unaudited)~~

~~(Continued from Previous Page)~~

Common Stock - Class A

Common Stock - Class B

Additional Paid

Deferred Stock

Retained

Translation

Total Stockholders’


Number of Shares

Amount

Number of Shares

Amount

In Capital

Compensation

Earnings

Reserve

Equity

Balance as of January 1, 2022

1,205,016,211

$
1,205,016

65,000,000

$
65,000

$
330,703,635

$
(66,357,804)

$
416,095,565

$
(85,391,436)

$
596,319,976

Shares issued for incentive compensation plan – consultants

10,000,000

10,000

—

—

54,990,000

(55,000,000)

—

—

—

Vesting of Deferred Stock Compensation

—

—

—

—

—

72,039,501

—

—

72,039,501

Net Income for the quarter ended March 31, 2022

—

—

—

—

—

—

32,649,540

—

32,649,540

Foreign Currency Translation Adjustment

—

—

—

—

��
—

—

—

(340,113)

(340,113)

Balance as of March 31, 2022

1,215,016,211

$
1,215,016

65,000,000

$
65,000

$
385,693,635

$
(49,318,303)

$
448,745,105

$
(85,731,549)

$
700,668,904


	Successor Period		Predecessor Period		Successor Period		Predecessor Period
	For the three months ended		For the three months ended		For the six months ended		For the six months ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022
Revenue	$	—	$	268,684,899	$	—	$	525,742,418
Cost of revenue		—		(3,114,854)		—		(5,614,694)
Gross Profit		—		265,570,045		—		520,127,724

Operating Expenses
Payroll and related expenses		10,927,330		20,329,684		21,950,792		39,570,896
Distribution expenses		—		288,774		—		509,961
Professional fees		279,085		12,821,414		579,084		68,490,826
Bank fees and charges		237		360,373		1,774		996,420
Depreciation and amortization		—		106,876,493		—		213,617,432
General and administrative expenses - other		14,826		2,869,859		7,752,555		3,708,772
Bad debt expenses		—		57		—		47,455
Total Operating Expenses		11,221,478		143,546,654		30,284,205		326,941,762

Income (Loss) from Operations		(11,221,478)		122,023,391		(30,126,128)		193,185,962

Other Income (Expense)
Other income		297,782		137,938		750,744		323,736
Interest expense		(298,831)		(23,726)		(592,667)		(23,726)
Total Other Income (Expense)		(1,049)		114,212		158,077		300,010

Income (Loss) Before Tax		(11,222,527)		122,137,603		(30,126,128)		193,485,972

Taxation		—		(49,584,310)		—		(88,283,139)

Net Income (Loss)	$	(11,222,527)	$	72,553,293	$	(30,126,128)	$	105,202,833

Other Comprehensive Income (Loss)
Translation Adjustment		—		(970,419)		—		(1,310,532)

Total Comprehensive Income (Loss)	$	(11,222,527)	$	71,582,874	$	(30,126,128)	$	103,892,301

Earnings Per Share - Basic and Diluted	$	(0.01)	$	0.06	$	(0.02)	$	0.09

Weighted Average number of common shares outstanding
Basic and diluted		1,227,516,221		1,227,516,211		1,221,262,021		1,221,082,509

The accompanying notes are an integral part of these ~~consolidated~~ financial statements.

Table of Contents

~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

STATEMENTS OF SHAREHOLDERS’ EQUITY (SUCCESSOR)

(Successor and Consolidated for the Predecessor Period)

(Unaudited)

(Continued on Next Page)

Six Months Ended June 30, 2023


	Common Stock - Class A			Common Stock - Class B			Additional Paid		Deferred Stock		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Compensation		Earnings		Reserve		Equity
Balance as of December 31, 2022 (Successor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(32,931,368)	$	818,796,244	$	—	$	1,206,338,527

Vesting of deferred stock compensation (Successor)	—		—	—		—		—		20,702,450		—		—		20,702,450

Net loss for the six months ended June 30, 2023 (Successor)	—		—	—		—		—		—		(30,126,128)		—		(301,256,128)

Balance as of June 30, 2023 (Successor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(12,228,918)	$	788,670,116	$	—	$	1,196,914,849

Three Months Ended June 30, 2023


	Common Stock - Class A			Common Stock - Class B			Additional Paid		Deferred Stock		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Compensation		Earnings		Reserve		Equity
Balance as of March 31, 2023 (Successor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(22,580,143)	$	799,892,643	$	—	$	1,197,786,151

Vesting of deferred stock compensation (Successor)	—		—	—		—		—		10,351,225		—		—		10,351,225

Net loss for the three months ended June 30, 2023 (Successor)	—		—	—		—		—		—		(11,222,527)		—		(11,222,527)

Balance as of June 30, 2023 (Successor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(12,228,918)	$	788,670,116	$	—	$	1,196,914,849

Table of Contents

AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

STATEMENTS OF SHAREHOLDERS’ EQUITY (PREDECESSOR)

(Successor and Consolidated for the Predecessor Period)

(Unaudited)

(Continued from Previous Page)

Six Months Ended June 30, 2022


	Common Stock - Class A			Common Stock - Class B			Additional Paid		Deferred Stock		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Compensation		Earnings		Reserve		Equity
Balance as of December 31, 2021 (Predecessor)	1,205,016,211	$	1,205,016	65,000,000	$	65,000	$	330,703,635	$	(66,357,804)	$	416,095,565	$	(85,391,436)	$	596,319,976

Issuance of shares for incentive compensation plan - consultants (Predecessor)	14,500,000		14,500	—		—		66,485,500		(66,500,000)		—		—		—

Issuance of shares for incentive compensation plan - employees (Predecessor)	8,000,000		8,000	—		—		21,992,000		(22,000,000)		—		—		—

Vesting of deferred stock compensation (Predecessor)	—		—	—		—		—		101,223,986		—		—		101,223,986

Net income for the six months ended June 30, 2022 (Predecessor)	—		—	—		—		—		—		105,202,833		—		105,202,833

Foreign Currency Translation Adjustment (Predecessor)	—		—	—		—		—		—		—		(1,310,532)		(1,310,532)

Balance as of June 30, 2022 (Predecessor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(53,633,818)	$	521,298,398	$	(86,701,968)	$	801,436,263

Three Months Ended June 30, 2022


	Common Stock - Class A			Common Stock - Class B			Additional Paid		Deferred Stock		Retained		Translation		Total Stockholders’
	Number of Shares	Amount		Number of Shares	Amount		In Capital		Compensation		Earnings		Reserve		Equity
Balance as of March 31, 2022 (Predecessor)	1,215,016,211	$	1,215,016	65,000,000	$	65,000	$	385,693,635	$	(49,318,303)	$	448,745,105	$	(85,731,549)	$	700,668,904

Issuance of shares for incentive compensation plan - consultants (Predecessor)	4,500,000		4,500	—		—		11,495,500		(11,500,000)		—		—		—

Issuance of shares for incentive compensation plan - employees (Predecessor)	8,000,000		8,000	—		—		21,992,000		(22,000,000)		—		—		—

Vesting of deferred stock compensation (Predecessor)	—		—	—		—		—		29,184,485		—		—		29,184,485

Net income for the three months ended June 30, 2022 (Predecessor)	—		—	—		—		—		—		72,553,293		—		72,553,293

Foreign Currency Translation Adjustment (Predecessor)	—		—	—		—		—		—		—		(970,419)		(970,419)

Balance as of June 30, 2022 (Predecessor)	1,227,516,211	$	1,227,516	65,000,000	$	65,000	$	419,181,135	$	(53,633,818)	$	521,298,398	$	(86,701,968)	$	801,436,263

The accompanying notes are an integral part of these financial statements.

Table of Contents

AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

~~CONSOLIDATED~~ STATEMENTS OF CASH FLOWS

(Successor and Consolidated for the Predecessor Period)

(Unaudited)

For the Three months ended


March 31, 2022

March 31, 2021
Cash Flows from operating activities




Net Income

$
32,649,540

$
27,664,164
Adjustments to reconcile net income to cash provided by (used in) operating activities

Depreciation and amortization

106,740,939

760,566
Stock issued for services

55,000,000

—
Deferred compensation

17,039,500

—
Increase/Decrease related to

Inventories

26,605

(34)
Trade and other receivables

269,516,718

5,127,574
Accounts payable and accruals

(483,001,791)

(40,915)
Deferred income

(131,929,770)

—
Value added tax

(10,208,768)

(20,493,802)
Taxes payable

40,005,836

13,454,347
Net Cash provided by (used in) operating activities

(104,161,191)

26,471,900

Translation Adjustment

(4,994,945)

216,035

Net change in cash and cash equivalents

(109,156,136)

26,687,935

Cash and cash equivalents, beginning of the period

128,367,605

28,202,869

Cash and cash equivalents, end of the period

$
25,346,663

$
54,890,804

Supplemental Cash flow information

Cash paid for period for:

Interest

$
—

$
—

Non-cash disclosures

Stock issued for services

$
55,000,000

$
—


	Successor Period		Predecessor Period
	Six Months Ended		Six Months Ended
	June 30, 2023		June 30, 2022
Cash flows from operating activities:
Net income (loss)	$	(30,126,128)	$	105,202,833
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation and amortization		—		213,617,432
Stock issued for services		—		66,500,000
Deferred compensation		20,702,450		12,723,986
Settlement expense		7,700,000		—
Increase/decrease related to:
Inventories		—		95,910
Trade and other receivables		—		45,564,659
Other current assets		(421,025)		—
Accounts payable and accruals		2,174,786		(654,556,357)
Deferred income		—		77,047,330
Value added tax		—		6,177,847
Taxes payable		—		(10,477,879)
Net cash provided by (used in) operating activities		30,083		(116,104,239)

Cash flows from financing activities:
Proceeds from related party		—		89,216,821
Proceeds from notes payable		22,500		3,049,945
Payments on advances from related party		(40,000)		—
Net cash provided by (used in) financing activities		(17,500)		92,266,766

Translation adjustment		—		(393,012)

Net change in cash and cash equivalents		12,583		(24,230,485)

Cash and cash equivalents, beginning of the period		985		128,367,605

Cash and cash equivalents, end of the period	$	13,568	$	104,137,120

Supplemental Cash flow information
Cash paid for period for:
Income taxes	$	—	$	100,262,236
Interest	$	—	$	4,000

Non-cash disclosures
Shares issued under incentive plan – employees	$	—	$	22,000,000
Shares issued to outside parties for services	$	—	$	66,500,000

The accompanying notes are an integral part of these ~~consolidated~~ financial statements.

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~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

NOTES TO ~~CONSOLIDATED~~ FINANCIAL STATEMENTS

~~MARCH 31, 2022~~JUNE 30, 2023

(Unaudited)

(1)

Description of Business and Basis of Presentation

Description of Business—~~Tingo,~~Agri-Fintech Holdings, Inc. ~~(collectively, with our subsidiary, “we,~~, formerly known as ‘Tingo, Inc.’ (“we,” “us,” “our,” ~~“Tingo”~~ and the “Company”), a Nevada corporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol ‘TMNA’. ~~We acquired our wholly-owned subsidiary,~~

As described more fully under Note 2 - Sale of Tingo Mobile ~~PLC, a Nigerian public limited company~~ below, on December 1, 2022, we sold Tingo Mobile Limited (“Tingo Mobile”), our sole operating subsidiary, to Tingo Group, Inc. (“TIO”), a Nasdaq-traded financial services company (formerly known as MICT, Inc.), in exchange for 25,783,675 shares of TIO common stock and two series of preferred stock that are convertible into TIO common stock upon the occurrence of certain conditions (“Preferred Stock”). On July 27, 2023, we converted one of these series of Preferred Stock into 26,043,808 additional shares of TIO common stock. If we convert the remainder of the Preferred Stock, our shareholding in TIO will be equal to 75.0% of TIO’s outstanding common stock, calculated as of the date of the sale of Tingo Mobile. Importantly, because we expect to hold 75.0% of the outstanding TIO common stock at some point during 2023, this report will discuss the historical operations of Tingo Mobile as a ~~share exchange~~former subsidiary of the Company, and will discuss the future operations of Tingo Mobile, including the discussion of Risk Factors below, as a pending subsidiary of the Company.

Prior to our sale of Tingo Mobile, the Company, together with its ~~sole shareholder effective August 15, 2021. The Company, including its~~operating subsidiary, ~~Tingo Mobile, is~~was an Agri-Fintech company offering a comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one stop shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’.

AsOur principal office is located at 11650 South State Street, Suite 240, Draper, UT 84020, and the telephone number is +1-385-463-8168. Our corporate website is located at www.tingoinc.com. We make available free of March 31, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassa is Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to market. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricingcharge on our ~~platform. Our platform~~website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is ~~paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain.~~

~~Our platform has created an escrow solution that secures the buyer, funds are not released~~electronically filed or furnished to the ~~seller until fulfilment. The platform also facilitates trade financing, ensuring that banks~~Securities and ~~other lenders compete to provide credit to our members.~~

Tingo aims to be Africa’s leading Agri-Fintech player that transforms rural farming communities by enabling growers to connect through our proprietary platform to meet their complete needs from inputs, agronomy, off take and marketplace which delivers sustainable income in an impactful way. Additional information about the Company can be obtained from our website at ~~www.tingoinc.com~~Exchange Commission (“SEC”). ~~Our website, however, does not constitute a part of this Amended 10-Q.~~

Basis of Presentation—The accompanying unaudited ~~consolidated~~ financial statements have been prepared in accordance with the instructions to Form 10-Q and Articles 3 and 3A of Regulation S-X. All normal recurring adjustments considered necessary for a fair presentation have been included. The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”).

As a result of the sale of our operating business on December 1, 2022 as described in Note 2, Sale of Tingo Mobile below, the following terms refer to our operations before and after the sale:

●

“Predecessor” and “Predecessor Period” refers to the consolidated operations of the Company from January 1, 2022 through June 30, 2022; and

●

“Successor” and “Successor Period” refers to the operations of the Company from December 1, 2022, the date of our sale of Tingo Mobile, through December 31, 2022, and from January 1, 2023 through June 30, 2023.

Our financial statements include our accounts and those of our wholly-owned subsidiaries, as applicable. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements.

Our results of operations for the ~~quarter~~Predecessor Period ended ~~March~~June 30, 2022, the year ended December 31, 2022, or the six months ended June 30, 2023 are not necessarily indicative of results that ultimately may be achieved for the remainder of ~~2022.~~2023.

~~The Impact of COVID-19~~~~—In response~~Due to the ~~COVID-19 pandemic, there have been a broad number~~lack of ~~governmental and commercial actions taken to limit the spread~~comparability of the virus, including social distancing measures, stay-at-home orders, travel restrictions, business shutdowns and slowdowns. The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain. Although vaccines are now being distributed and administered across many partsfinancial statements of the ~~world, new variants of~~Predecessor Period with the ~~virus have emerged~~Successor Period, our financial statements and may continue to emerge that have shown to be more contagious. We continue to adhere to applicable governmental and commercial restrictions and to work to mitigate the impact of COVID-19 on our employees, customers, communities, liquidity and financial position.

~~(2)~~

~~Change in Accounting Treatment~~

~~As disclosed in the Company’s Current Report on Form 8-K filed on June 15, 2022, in preparation for the planned merger of a subsidiary of the Company~~related footnotes are presented with a ~~wholly owned subsidiary~~“black line” division to emphasize the lack of ~~Nasdaq-listed MICT, Inc.,~~comparability between amounts presented as of, and after, December 1, 2022 and amounts presented for all prior periods.

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Reverse Acquisition Accounting—We have adopted reverse acquisition accounting methods in connection with the ~~Company reviewed and considered its accounting treatment of its~~Company’s Acquisition of Tingo Mobile in 2021. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the Predecessor Periods indicated in this Report.

(2)

Sale of Tingo Mobile

Overview. On December 1, 2022, we sold Tingo Mobile, our sole operating subsidiary, to Tingo Group, Inc. (formerly known as MICT, Inc.), a Delaware corporation whose common shares are traded on ~~August 15, 2021. Based on this review,~~ the ~~Company elected to modify its accounting treatment~~Nasdaq Capital Market under the symbol ‘TIO’. The sale was accomplished via a multi-phase forward triangular merger. Under the terms of the ~~Acquisition as a reverse acquisition~~Merger Agreement we entered into with TIO and representatives of each of the shareholders of the Company ~~by Tingo Mobile instead of as a forward acquisition~~and TIO, we contributed our ownership of Tingo Mobile to a newly organized holding company incorporated in the British Virgin Islands (“Tingo BVI Sub”). We then merged Tingo BVI Sub with and into MICT Fintech Ltd, a wholly-owned subsidiary of TIO also incorporated in the British Virgin Islands (“MICT Fintech”), resulting in Tingo Mobile being wholly-owned by TIO as a third-tier subsidiary (hereinafter, the “Merger”).

Consideration Received. As consideration for the Merger, we received the following:

●

Common and Preferred Stock. At the closing of the Merger, we received 25,783,675 shares of newly-issued common stock of TIO equal to 19.9% of its outstanding shares, calculated as of the closing date of the Merger, and two series of convertible preferred shares – Series A Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred Stock (“Series B Preferred Stock”). On July 27, 2023, we converted our Series A Preferred Stock into 26,042,808 shares of TIO common stock.

●

Undertaking to Pay Certain Liabilities of the Company. Pursuant to the terms of the Merger Agreement, we also received an undertaking from TIO to pay certain liabilities and accounts payable of the Company as of November 30, 2022, as well as certain other expenses relating to the maintenance of our reporting status under the Securities Exchange Act for the one-year period following the Merger. As of December 31, 2022 and June 30, 2023, the amount due to us pursuant to this undertaking was approximately $3.7 million and $3.6 million, respectively. This amount is set forth below as ‘Due from Related Party’ under Note 7 – Loans and Other Receivables – Related Parties.

Key Terms of Series B Preferred Stock. Upon approval by Nasdaq of the change of control of TIO and upon the approval of TIO’s stockholders, the Series B Preferred Stock will convert into 35.0% of the outstanding shares of TIO common stock, calculated as of the closing date of the Merger, giving the Company an aggregate ownership of 75.0% of TIO’s outstanding common stock. If such shareholder or Nasdaq approval is not obtained by September 30, 2023, we will have the right to cause TIO to redeem all of the Series B Preferred Stock for either of the following, at our option: (x) $667 million in cash or, (y) a 33.0% ownership interest in Tingo Group Holdings, LLC, a Delaware-incorporated subsidiary of TIO ("TGH"). TGH is the immediate parent of MICT Fintech, which is the sole shareholder of Tingo Mobile.

Temporary Investment Company Status. Effective upon the closing of the Merger, the Company became subject to the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, any issuer of securities that has more than 100 beneficial owners and holds investment securities that exceed more than 40% of the value of the issuer’s unconsolidated assets is considered an ‘investment company’ and is therefore subject to various requirements of the 1940 Act, unless an exemption therefrom is applicable. Rule 3a-2 permits issuers such as the Company, to be “deemed not to be engaged in the business of investing, reinvesting, owning, holding or trading in securities” for up to one year from the date that the 1940 Act would have technically applied if (i) the issuer’s business activities are inconsistent with those of an investment company, and (ii) the issuer’s governing board passes a resolution stating the issuer’s “bona fide intent to be engaged primarily, as soon as is reasonably possible” to be “in a business other than that of investing, reinvesting, owning, holding or trading in securities” within such one year period. Because the Company is actively involved in acquiring operating assets or otherwise developing other operating businesses, its present activities are inconsistent with those of an investment company. Moreover, inasmuch as the Company expects to effect a conversion of the Series B Preferred Stock no later than September 30, 2023 and, therefore, consolidate the operations of TIO and its subsidiaries with the Company’s own operations, the Company has expressed its bona fide intent to be in a business other than that of an investment company.

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(3)

Significant Accounting Policies

The following is a summary of significant accounting policies followed by the Company in the preparation of our financial statements:

Consolidation—In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, we do not consolidate equity interests we hold in other entities. Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies, codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries.

Valuation of Our Holdings in TIO—In connection with the sale of Tingo Mobile to TIO, we received shares of TIO common stock and two series of convertible preferred stock of TIO, one of which series which has since been converted into TIO common stock. The shares of TIO common stock are traded on the Nasdaq Capital Market under the symbol ‘TIO’. Because, at December 31, 2022 and June 30, 2023, more than 40% of the value of our unconsolidated assets consists of ‘investment securities’ (as such term is defined pursuant to the Investment Company Act of 1940, as ~~had been previously presented.~~amended (the “1940 Act”), we are considered an ‘investment company’ under the 1940 Act and, as a result, we are required to assess the fair value of our holding in TIO.

Fair Value Measurement. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below:

●

Level 1—Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

●

Level 2—Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies.

●

Level 3—Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation.

Management Considerations. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. In the case of Tingo, we assessed the nature of our holding of common and convertible Preferred Stock in TIO and considered certain factors which, in management’s view, made this holding a Level 2 asset, including the following:

●

the lack of institutional trading in TIO common stock; and

●

the conditions associated with conversion of the TIO Preferred Stock into TIO common stock.

With respect to the last point above, we consider it significant that, should conversion of our Series B Preferred Stock not occur by September 30, 2023, we can require TIO to redeem these shares in exchange for (1) a cash payment obligation of $667 million or, in the alternative, (2) 35% ownership in TGH valued at $667 million, which imputes an underlying equity value of Tingo Mobile that is substantially higher than the TIO common and TIO Preferred stock on an as-converted basis.

Determination of Fair Value. In view of the foregoing analysis and in accordance with ASC 820 and ASC 805, we calculated a fair value of the consideration we received in connection with the Merger at $1,215,241,000. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted TIO quoted price at the time of completion of the Merger. We are of the opinion however, that the TIO market value per share price as quoted on Nasdaq as of the closing date of the Merger was not representative of the fair value and should not be used to determine the merger consideration. Using

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~~Accordingly, the financial statements included herein~~market value per share of TIO would have ~~been prepared~~led to a significant realized loss as well as other valuation anomalies that it created. Hence, and in accordance with ~~reverse acquisition accounting rules, and now include~~ASC 805-30-30-5, we reassessed the consolidated operating results of Tingo Mobile for the full periods presented, rather than using forward acquisition accounting as had been presented previously, which included the results of Tingo Mobile only from the datedetermination of the ~~Acquisition.~~

~~As part~~consideration transferred and determined that the use of the ~~adjustment, the Company recorded the following corrections to the prior accounting treatment~~quoted price of our Class A common stock on the ~~balance sheet:~~OTC at market close is more appropriate in determining the consideration fair value..

Goodwill

$
(3,694,107,417)
Capitalized Acquisition Costs

$
(111,360,000)
Additional Paid in Capital

$
4,170,398,452
Accumulated Surplus

$
(397,390,240)
Translation Reserve

$
32,459,205

~~(3)~~

~~Significant Accounting Policies~~

~~Reverse Acquisition Accounting—We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition~~Use of ~~Tingo Mobile. Accordingly, the consolidated~~Estimates—The preparation of financial statements ~~reflect~~in accordance with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts and disclosures in the financial statements. Although we believe the estimates and assumptions used in preparing these financial statements and related notes are reasonable in light of known facts and circumstances, actual results ~~of Tingo Mobile for the periods indicated in this Report.~~could differ from those estimates.

Earnings Per Share—Basic and diluted per share calculations are computed utilizing the weighted-average number of shares of common stock outstanding for the period. Pursuant to our 2021 Equity Incentive Plan, ~~adopted in 2021, in accordance with ASC 260,~~ ~~Earnings Per Share~~, the unvested shares of restricted stock awarded ~~in the first quarter of 2022~~ pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation.

Share-Based Compensation—We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards ~~represents~~represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards.

Classes of Common Stock—The Company has two classes of common stock. Each share of Class A common stock is entitled to one (1) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available ~~therefor.~~therefore. Each share of Class B common stock is entitled to ten (10) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind.

Retained Earnings—The components that make up distributable earnings ~~(accumulated undistributed surplus)~~for the Successor Period and the Predecessor Period on the ~~Consolidated~~Company’s Balance Sheet as of ~~March 31,~~June 30, 2023 and 2022 ~~and December 31, 2021~~ are as follows:


	March 31, 2022		December 31, 2021		Successor Period		Predecessor Period
					Six Months Ended		Six Months Ended
Net income (loss) for the period	$	32,649,540	$	(39,026,340)
Acquisition of Former Business of the Company (IWeb)		—		(3,316,865)
Retained earnings		416,095,565		458,438,770
					June 30, 2023		June 30, 2022

Net income (loss) for period					$	(30,126,128)	$	105,202,833
Retained Earnings - beginning of period						818,796,244		416,095,565
Retained Earnings	$	448,745,105	$	416,095,565	$	788,670,116	$	521,298,398

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Accounts Receivable—The Company had no accounts receivable during the six months ended June 30, 2023. During the Predecessor Period, the total value of the twelve-month mobile leasing contract was recognized under accounts receivable at the outset. The balance is due and payable and is credited as receipts are received from the customers. Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. Tingo Mobile includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. Given the manner in which Tingo Mobile bundles its services with its branded phones, it does not typically incur a substantial amount of bad debt. Accordingly, during the six months ended June 30, 2022, we made a general allowance of 3% of all accounts receivable and recognized bad debt expense of approximately $47,000 for such period.

Impairment of Long-Lived Assets—~~In accordance with authoritative guidance on accounting for the impairment or disposal of long-lived assets, as set forth in Topic 360 of the ASC, the~~The Company assesses the recoverability of the carrying value of its long-lived assets when events occur that indicate an impairment in value may exist. An impairment loss is indicated if the sum of the expected undiscounted future net cash flows is less than the carrying amount of the assets. If this occurs, an impairment loss is recognized for the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. There was no impairment of long-lived assets for the six months ended June 30, 2023 and 2022.

Income Taxes—The Company uses the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the accounting bases and the tax bases of the Company’s assets and liabilities. The deferred tax assets are computed using enacted tax rates in effect for the year in which the temporary differences are expected to reverse.

The Company has adopted ASC guidance regarding accounting for uncertainty in income taxes. This guidance clarifies the accounting for income taxes by prescribing the minimum recognition threshold an income tax position is required to meet before being recognized in the consolidated financial statements and applies to all income tax positions. Each income tax position is assessed using a two-step process. A determination is first made as to whether it is more likely than not that the income tax position will be sustained, based upon technical merits, upon examination by the taxing authorities. If the income tax position is expected to meet the more likely than not criteria, the benefit recorded in the consolidated financial statements equals the largest amount that is greater than 50% likely to be realized upon its ultimate settlement. ~~At March 31,~~As of June 30, 2023 and 2022, ~~and December 31, 2021,~~ there were no uncertain tax positions that required accrual.

The reconciliation of income tax benefit ~~of our parent company~~ at the U.S. statutory rate of ~~25.0% for quarter and year ended March 31, 2022 and December 31, 2021, respectively,~~25% to the Company’s effective tax rate for the six months ended June 30, 2023 and 2022 is as follows:


	March 31, 2022		Percent		December 31, 2021		Percent		Six Months Ended June 30,
Federal statutory rates	$	18,009,875	25.0	%	$	65,199,716	25.0	%
									2023		Percent		2022		Percent
Income tax benefit									$	(5,175,613)	25.0	%	$	(25,305,997)	25.0	%
Valuation allowance against net deferred tax assets		(18,009,875)	(25.0)	%		(65,199,719)	(25.0)	%		5,175,613	25.0	%		25,305,997	25.0	%
Effective Tax	$	—	0.00	%	$	—	0.00	%
Effective Rate									$	—	0.00	%	$	—	0.00	%

The tax effects of temporary differences that give rise to the Company’s net deferred tax assets ~~on an unconsolidated basis~~ for the ~~quarter~~six months ended June 30, 2023 and ~~year ended March 31,~~ 2022 ~~and December 31, 2021, respectively,~~ are as follows:


	March 31, 2022		December 31, 2021
Deferred Tax Assets					June 30, 2023		June 30, 2022

Beginning of period	$	—	$	—	$	—	$	—
Net Operating Loss Carryforward (unconsolidated)		83,209,591		65,199,716
Valuation Allowance		(83,209,591)		(65,199,716)
Net operating losses						100,856,938		90,505,713
Valuation allowance						(100,856,938)		(90,505,713)
Net Deferred Tax Assets	$	—	$	—	$	—	$	—

The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary during the Predecessor Period, did not issue any dividends during ~~the years ended December 31, 2021 and 2020, or the quarter ended March 31, 2022.~~such period.

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In our ~~Consolidated~~ Statements of ~~Comprehensive Income,~~Operations, as consolidated for the Predecessor Period, we have deducted taxes payable in connection with our former operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, then our wholly-owned subsidiary. In addition, our parent company ~~Tingo, Inc.~~ has incurred operating losses on an unconsolidated basis, largely due to non-cash expenses associated with stock awards made pursuant to our 2021 Equity Incentive Plan. Our ability to utilize tax losses associated with the operations of our parent company is restricted, however, due to limitations on the deductibility of certain share compensation to our executive officers and directors that may be deemed ‘excess compensation’ pursuant to Section 162(m) of the Internal Revenue Code.

Subject to any such disallowances pursuant to Code Section 162(m), ~~as of March 31, 2022,~~ the Company has approximately ~~$83.2~~$98.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled

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reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on this assessment, management has established a full valuation allowance against all of the deferred tax asset relating to NOL’s because it is more likely than not that all of the deferred tax asset will not be realized as the parent company is not presently income producing.

~~Inventory~~—The Company holds certain stocks of spare parts to support the maintenance of new phones. These are recorded at cost. The company does not hold significant stock of new phones in the event of damage or replacement. Inventory is measured on the first-in, first-out method.

Operating Segments—We have examined our operating business for the six months ended June 30, 2022 in the Predecessor Period and the six months ended June 30, 2023 in the Successor Period pursuant to the guidance of ASC 280, Segment Reporting, which establishes standards for reporting information about operating segments. It also establishes standards for related disclosures about customers, products and geographic areas. Operating segments are defined as components of an enterprise that engage in business activities that earn revenues, incur expenses and prepare separate financial information that is evaluated regularly by our Chief Operating Decision Maker (“CODM”) in order to allocate resources and assess performance. Resources are allocated and performance is assessed by the CODM.

Based on the provisions of ASC 280, we ~~have~~ evaluated our former operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment.

~~Deferred Income~~—The Company reflects the full value of the 12-month revenues due in accordance with our mobile leasing contracts. We recognize leasing revenue from these contracts on a ratable basis over the 12-month term. We do not allocate the costs of our mobile phones against these revenues as a cost of sales, but instead recognize depreciation expense ratably on a straight-line basis over the estimated 3-year useful life of the devices.

Leased Assets—The Company ~~makes the use of~~has entered into leasing arrangements principally for the provision of the offices and related facilities. The rental contracts for offices are typically negotiated for terms of between 1 and 10 years and some of these have extension terms. Lease terms for office fixtures and equipment have lease terms of between 1 year and 10 years without any extension terms. The company does not enter into sale and leaseback arrangements. All the leases are negotiated on ~~an individual basis and contain~~ a ~~wide variety of different terms and conditions such as purchase options and escalation clauses. The Company assesses whether a contract is or contains a lease at inception of the contract.~~month-to-month basis. A lease conveys the right to direct the use and obtain substantially all of the economic benefits of an identified asset for a period of time in exchange for consideration.

Measurement and Recognition of Leases as a Lessee—At During the Predecessor Period, at lease commencement date, ~~the Company recognizes~~Tingo Mobile recognized a right-of-use asset and a lease liability on the balance sheet. The right-of-use asset is measured at cost, which is made up of the initial measurement of the lease liability, any initial direct ~~costs~~expenses incurred by the company, an estimate of any ~~costs~~expenses to dismantle and remove the asset at the end of the lease, and any lease payments made in advance of the lease commencement date (net of any incentives received). ~~The company~~Tingo Mobile depreciates the right-of-use assets on a straight-line basis from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. ~~The Company~~Tingo Mobile also assesses the right-of-use asset for impairment when such indicators exist.

AtAlso during the Predecessor Period, at the commencement date, ~~the Company~~Tingo Mobile measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that ~~the Company~~Tingo Mobile would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of ~~the company.~~Tingo Mobile.

Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised.

Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance ~~costs.~~expenses. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability.

1213

Table of Contents

The lease liability is reassessed when there is a change in the lease payments. Changes in lease payments arising from a change in the lease term or a change in the assessment of an option to purchase a leased asset. The revised lease payments are discounted using the incremental borrowing rate at the date of reassessment when the rate implicit in the lease cannot be readily determined. The amount of the remeasurement of the lease liability is reflected as an adjustment to the carrying amount of the right-of-use asset. The exception being when the carrying amount of the right-of-use asset has been reduced to zero then any excess is recognized in profit or loss.

Payments under leases can also change when there is either a change in the amounts expected to be paid under residual value guarantees or when future payments change through an index or a rate used to determine those payments, including changes in market rental rates following a market rent review. The lease liability is remeasured only when the adjustment to lease payments takes effect and the revised contractual payments for the remainder of the lease term are discounted using an unchanged discount rate. Except for where the change in lease payments results from a change in floating interest rates, in which case the discount rate is amended to reflect the change in interest rates.

The remeasurement of the lease liability is dealt with by a reduction in the carrying amount of the right-of use asset to reflect the full or partial termination of the lease for lease modifications that reduce the scope of the lease. Any gain or loss relating to the partial or full termination of the lease is recognized in profit or loss. The right-of-use asset is adjusted for all other lease modifications.

~~The Company~~Tingo Mobile has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to the use of residential houses for a ~~year.~~one-year period by traveling Tingo Mobile executives. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense ~~in profit or loss~~ on a straight-line basis over the lease term.

~~Accounting Pronouncements~~~~—In August 2020, the FASB issued ASU No. 2020-06, “~~Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40) - Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity, including convertible instruments. The new guidance removes the separation models for convertible debt with a cash conversion feature or a beneficial conversion feature. In addition, the new standard provides guidance on calculating the dilutive impact of convertible debt on earnings per share. The ASU clarifies that the average market price should be used to calculate the diluted earnings per share denominator when the exercise price or the number of shares that may be issued is variable. The ASU is effective for the Company on January 1, 2022, including interim periods, with early adoption permitted, although implementation has been delayed for smaller reporting companies for fiscal years beginning after December 15, 2023. The ASU permits the use of either a full or modified retrospective method of adoption. The Company is still evaluating the impact of the adoption of this ASU on its future financial statements and disclosures.

~~(4)~~Table of Contents~~Share-Based Compensation~~

(4)

Share-Based Compensation

On October 6, 2021, the Company’s Board of Directors adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during ~~the fourth quarter of~~ 2021 and ~~the first three months of~~ 2022, the Tingo Compensation Committee granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of ~~118,870,000~~131,370,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense ~~and professional fees~~ of ~~$16.7~~$20.7 million and ~~$55.1~~$101.2 million ~~respectively,~~ for the ~~three~~six months ended ~~March 31, 2022.~~June 30, 2023 and 2022, respectively. As of ~~March 31, 2022,~~June 30, 2023, total compensation expense to be recognized in future periods is ~~$49.3~~$12.2 million. The weighted average period over which this expense is expected to be recognized is ~~1.5~~0.29 years.

~~Table of Contents~~

The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the ~~three~~six months ended ~~March 31, 2022:~~June 30, 2023:

Weighted

Number of

Average Grant

Shares

Date Fair Value
Unvested shares outstanding, January 1, 2022

36,950,833

$
1.80
Shares Granted

10,000,000

$
5.50
Shares Vested

19,739,167

$
3.65
Shares Forfeited

—

—
Unvested shares outstanding, March 31, 2022

27,211,666

$
1.81


		Weighted
	Number of	Average Grant
	Shares	Date Fair Value
Unvested shares outstanding, January 1, 2023	16,732,916	$	1.97
Shares granted	—		—
Shares vested	10,541,406	$	1.96
Shares forfeited	—		—
Unvested shares outstanding, June 30, 2023	6,191,510	$	1.98

(5)

Revenue Recognition

Policy

Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount:

Identification of the promised goods in the contract;

Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract;

Measurement of the transaction price, including the constraint on variable consideration;

Allocation of the transaction price to the performance obligations; and

Table of Contents

Recognition of revenue when (or as) the Company satisfies each performance obligation.

The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. ~~Generally,~~During the Predecessor Period, the Company’s performance obligations with regard to its leasing contracts are satisfied over time in the case of our mobile phone leases, and at a point in time in the case of our agri-fintech services, typically upon delivery.

~~Our~~During the Predecessor Period, our revenue iswas comprised of lease payments for our smartphone devices, and fees for services and financial technology solutions. We ~~offer~~offered service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts ~~have~~had fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). We have elected to record revenue net of taxes collected from our customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority.

Sources

~~The~~During the Predecessor Period (prior to our sale of Tingo Mobile), the Company ~~has~~had the following principal revenue sources:

●

Mobile Leasing – customers ~~enter a~~ ~~12-month~~entered an annual contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy iswas to recognize lease revenue ratably during the term. We dodid not assess a cost of sales associated with such lease revenue, but instead ~~depreciate~~depreciated our mobile devices ratably on a straight-line basis over their estimated useful life of 36 months.

●

Call and Data Services – our customers ~~use~~used call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time.

~~Table of Contents~~

●

Nwassa services – this is ~~our~~Tingo Mobile’s Agri-Fintech platform powered by the smartphones leased on a ~~12-month~~an annual term as described above, known as ‘device as a service’. Revenue iswas recognized based ~~on fixed percentage of the value of the transaction~~ on the following basis ~~when transactions~~as out performance obligations are ~~executed as follows:~~satisfied:

●

Agri- Marketplace ~~– percentage~~–percentage of the value of produce trade on Nwassa

●

Mobile ~~airtime top up~~Airtime Top-up – fixed percentage of value of top-up

●

Utilities – fixed percentage of value of transaction

●

Mobile Insurance – fixed fee recognized monthly based on contract

●

Financial Services (Loans and ~~related services)~~Related Services) – fixed referral fee ~~as completed~~depending upon service provided

While ~~our~~Tingo Mobile’s Nwassa applications are integrated with ~~our~~its branded phones, each of the services are distinct and contain independent performance ~~obligations of the Company.~~obligations. The range and quantity of services used are determined solely by the end-user.

(6)

Foreign Currency Translation

~~Functional and presentation currency~~—The consolidated financial statements are presented in U.S. dollars, which is the presentation currency and the functional currency during the Successor Period, and the functional currency for the Predecessor Period is Nigeria Naira. Due to the sale of Tingo

Table of Contents

Mobile, our sole operating subsidiary, on December 1, 2022, the exchange rate is not applicable as of and for the six months ended June 30, 2023.

The exchange ~~rate~~rates used for conversion ~~is:~~are:



	March 31,	December 31,	June 30,	December 31,
	2022	2021	2023	2022
Balance Sheet:

Nigerian Naira	415.72	412.99	n/a	412.99

Profit and Loss :
Statement of Operations:

Nigerian Naira	414.355	396.46	n/a	396.46

~~Foreign currency transactions~~—Foreign currency transactions are translated into the functional currencies of the Company’s subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations and comprehensive income. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. Non-monetary items carried at fair value are translated at the date the fair value is determined. For Nigeria, due to the volatile nature of the exchange rate, during the Predecessor Period, we ~~have~~ applied the prudent approach to convert both the ~~Profit and Loss~~Statement of Operations and Balance Sheet at the same rate to indicate a fairer reflection of the state of affairs.

~~Table of Contents~~

~~(7)~~

~~Inventory~~

~~Inventory on hand consisted of the following:~~

March 31, 2022

December 31, 2021
Spare parts

$
103,218

$
129,823

Total Inventory

$
103,218

$
129,823

~~(8)~~

(7)

~~Accounts Receivable~~Loans and Other Receivables – Related Parties

Loans and other receivables due from related parties consisted of the following as of June 30, 2023 and December 31, 2022:

March 31, 2022

December 31, 2021
Accounts receivable gross

$
94,840,775

$
364,350,175
Allowance for expected credit loss

(49,094)

(42,065)

94,791,681

364,308,110
Directors current account

-

289
Total Accounts Receivable, net

$
94,791,681

$
364,308,399


	June 30, 2023		December 31, 2022

Due from related party	$	3,631,949	$	3,713,179
Advances to related party		—		58,489
Note receivable due from Tingo Mobile, dated October 15, 2022, interest at 5%, due on May 10, 2024		16,426,744		15,866,000
Total loans and other receivables – related parties	$	20,058,693	$	19,637,668

~~Accounts Receivable—~~~~This amount~~Due from related party consists ~~almost exclusively~~ of ~~trade receivables relating~~obligations due under the terms of the Merger Agreement with TIO. Pursuant to ~~our~~ 1~~-year smartphone leasing contract we entered into with our customers during 2021. The release~~the terms of the agreement, TIO agreed to pay certain liabilities and ~~delivery~~accounts payable of ~~new phones in accordance with~~ the new phone contracts took place in May 2021 and August 2021, respectively. The balances reflect the remaining balance outstanding as at March 31, 2022 and December 31, 2021. The previous lease contracts expired in May 2020. The delay in renewal of new contracts was due to impact of Covid 19 and delays in recommencement of our supply chains as a consequence. The new phone leasing contracts will expire in April 2022 and July 2022 respectively. The company had approximately 9.3 million subscribers for this serviceCompany as of ~~March 31,~~November 30, 2022, and December 31, 2021. The Company has successfully renewed its previous contract that expired in May 2020 without any attrition in the number of subscribers. We view this as significant, given the gap of a year due to the Covid-19 pandemic that affected our supply chain in 2020 and the early part of 2021. We believe it is a clear demonstration of our ability to maintain subscriber loyalty and reflection of affordability at the price point we offer our subscribers over the three-year leasing period. Management reviews accounts receivable periodically to determine if any receivables will potentially be uncollectible. Management’s evaluation includes several factors including the aging of the accounts receivable balances, a review of significant past due accounts, economic conditions, and our historical write-off experience, net of recoveries. The Company includes any accounts receivable balances that are determined to be uncollectible, along with a general reserve, in its allowance for doubtful accounts. After all attempts to collect a receivable have failed, the receivable is written off against the allowance. We recognized bad debt expense of $47,398 during the quarter ended March 31, 2022 and $99,247 relating to our receivables in 2021. The allowance for credit loss for the quarter ended March 31, 2022 was $49,094 and was $42,065 for the year ended December 31, 2021.

We offer our customers the option to purchase certain wireless devices in installments over a specified period of time and, in many cases, once certain conditions are met, they may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of December 31, 2021, all receivables on this arrangement have been collected and the balance has been written off, and no new receivables have been incurred during the quarter ended March 31, 2022.

We have a strong history of mobile leasing to our subscriber base in partnership with our farmers’ cooperatives. Unlike a typical mobile leasing business, we analyze credit risk on these cooperatives and not directly with our 9.3m subscribers. We have history of leasing to the same number of subscribers since 2017, and have a strong collection record where the cooperatives settle the monthly leasing receivables in bulk. The cooperatives manage the interaction and collection from their members and, therefore, we do not undertake direct credit risk with our subscribers. This ‘business to business’ credit model has assured minimal bad debts and late payments, as well as ~~reduced administrative effort needed~~certain other expenses relating to ~~collect monthly receivables due over~~ the ~~12-month contract.~~maintenance of our reporting status under the Securities Exchange Act for the one-year period following the Merger.

The ~~Company’s agreement with its manufacturer does not include a renewal or termination feature once delivery of the devices has occurred and~~note receivable due from Tingo Mobile relates to sums provided to Tingo Mobile by the Company ~~has approved~~during the ~~quality~~Predecessor Period to acquire mobile devices in the fourth quarter of ~~the delivery and/or waived any such approval by failing~~2022 and was advanced to ~~object to any nonconformity within 30 days of delivery.~~

~~(9)~~~~Property, Plant & Equipment~~

~~Table of Contents~~

MOTOR

FURNITURE &

OFFICE

PLANT &

SITE

MOBILE



LAND

BUILDING

VEHICLES

FITTINGS

EQUIPMENT

MACHINERY

INSTALLATIONS

DEVICES

Total


$

$

$

$

$

$

$

$

$
COST

December 31, 2021

8,794,695

31,774,624

207,709

60,009

66,142

10,112,085

191,316,838

1,219,411,221

1,461,743,323
Additions

—

—

—

—

—

—

—

—

-
Forex translation difference

(57,754)

(208,661)

(1,363)

(394)

(434)

(66,405)

(1,256,362)

—

(1,591,373)
March 31, 2022

8,736,941

31,565,963

206,346

59,615

65,708

10,045,680

190,060,476

1,219,441,221

1,460,151,950

DEPRECIATION

December 31, 2021

—

8,246,459

126,507

41,444

62,662

10,074,915

—

244,290,317

262,860,304
Charged for the period

—

395,874

6,698

1,609

567

2,240

4,767,165

101,282,845

106,456,998
Forex translation difference

—

(55,571)

(853)

(278)

(414)

(48,286)

(15,651)

—

(121,053)
March 31, 2022

—

8,604,762

132,352

42,775

62,815

10,028,869

4,751,514

345,573,162

369,196,249

NET BOOK VALUE

December 31, 2021

8,794,695

23,510,165

81,202

18,565

3,480

37,170

191,316,838

975,120,904

1,198,883,019
March 31, 2022

8,736,941

22,961,201

73,994

16,840

2,893

16,811

185,308,962

873,838,059

1,090,955,701

~~The fixed assets table above refers to the~~ Tingo Mobile ~~business~~prior to its sale to TIO as ~~consolidated into~~described Under Note 2 – Sale of Tingo ~~Inc. for~~Mobile above. The balance consists of principal in the ~~quarter~~amount of $15,866,000 and ~~year ended March 31, 2022 and December 31, 2021, respectively.~~

~~Property, plant and equipment are carried at historical value and depreciated over their useful life. All property and equipment with a cost~~interest of $5,000 or greater are capitalized. Major betterments that extend the useful lives of assets are also capitalized. Normal maintenance and repairs are charged to expense as incurred. When assets are sold or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is recognized in operations.

~~Plant and equipment consist of prototypes, mobile devices leased to our customers, software, furniture and equipment, which are depreciated on a straight-line basis over their expected useful lives.~~$560,744.

	(8)
	Investments in Securities	~~Estimated useful lives~~
		~~(years)~~
~~Buildings~~		20
~~Motor Vehicles~~		5
~~Furniture & Fittings~~		5
~~Office Equipment~~		5
~~Plant & Machinery~~		4
~~Mobile Devices~~		3
~~Site Installations~~		20

~~Site Installations relates to~~Investment in Securities—In connection with the ~~capitalization~~sale of the Company’s investment in rural fiber network and equipment. Previously, it was classified as Work in Progress and the works were completed as of December 31, 2021. Depreciation on these assets commenced on January 1, 2022.

~~The total depreciation charge for the quarters ended March 31, 2022 and March 31, 2021 was $106,456,998 and $450,719, respectively.~~

~~(10)~~

~~Intangible Assets and Work-in- Progress~~

~~Intangible Assets~~~~—The details below relate to Intangible Assets for~~ Tingo Mobile as ~~consolidated into the Company~~described under Note 2 above, we concluded a value of $1.2 billion for the ~~three months ended March 31, 2022. This represents cost incurred~~consideration received from TIO, determined in accordance with ASC 820 and ASC 805. ASC 820 requires that a fair value determination be based on ~~software development of our mobile operating system~~objective evidence, using assumptions that a market participant would use, and ~~secure browser. This is Tingo’s proprietary operating system and mobile/web browser. The system and its technology platform is designed~~when level 1 inputs exist, it should be used unless determined to ~~help our customers securely execute financial transactions. This cost is amortized over~~ 5 ~~(Five) years, because on or before then~~be not representative. As described in Note 4 above, we are ~~expected~~of the opinion that the TIO trading price, as quoted on Nasdaq, is not representative of the fair value of the consideration received and should not be used to ~~have significantly upgraded~~determine the ~~software. For~~merger consideration. Accordingly, pursuant to ASC 805-30-30-5, we determined that a reference to the ~~three months ended March 31, 2022,~~Company’s share price, as traded at the ~~Company incurred capitalized costs~~OTC at the closing of ~~$ 0 and charged $283,941 in amortization costs for this period. For~~ the ~~year ended December 31, 2021, the Company incurred capitalized expenses~~Merger, is a more appropriate determinant of ~~$0 and charged $1,187,042 in amortization expenses for this period.~~fair value.

Table of Contents

Cost

January 1, 2022

$
6,193,507
Additions

—
Forex translation difference

(904,770)
March 31, 2022

5,288,737

Amortization

January 1, 2022

4,026,671
Charge for the period

283,941
Forex translation difference

(398,817)
March 31, 2022

3,911,795

Carrying Amount

$
1,376,942

~~(11)~~

(9)

Liquidity and Financing Arrangements

Liquidity—There are several factors that may materially affect our liquidity during the reasonably foreseeable future including, for example, currency volatility, foreign exchange controls and other items that affect our cash ~~flows to our parent company.~~flows. In view of the foregoing, we believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements from the date of this filing through the next twelve months.

Cash and Cash Equivalents—As of ~~March~~June 30, 2023, we had cash and cash equivalents of approximately $14,000. As of December 31, 2022, we had cash and cash equivalents of $25.3 million on a consolidated basis. As of December 31, 2021, we had cash and cash equivalents of $128.4 million on a consolidated basis. The cash and cash equivalent mainly consists of funds held with the company’s bank in Nigeria. The company ensures weapproximately $1,000. We seek to optimize value by managing and placing excess liquidity on fixed deposits to earn income from such excess cashflows. ~~Reduction is cash and cash equivalent is mainly due to a significant repayment of accounts payables to our core suppliers of mobile phones.~~

~~(12)~~

(10) Current and Non-Current Liabilities

Accounts ~~Payable~~payable and ~~Accruals~~accruals

March 31, 2022

December 31, 2021
Trade payables

$
273,013,297

$
755,758,199
Accrued compensation

1,947,820

—
Other payables

(129,895)

126,994
Total Accounts Payable and Accruals

$
272,883,402

$
755,885,193

Accounts payable and accruals consisted of the following:


	June 30, 2023		December 31, 2022
Accounts payable	$	955,364	$	1,003,787
Accrued compensation		4,485,355		2,948,013
Other payables		1,020,248		334,381
Total accounts payable and accruals	$	6,460,967	$	4,286,181

~~Trade Payables~~Advances from Related Party— Advances from related party was $465,000 as of June 30, 2023 compared to $505,000 as of December 31, 2022. These advances consist of expenses paid on behalf of the Company by a related party. These advances are non-interest bearing.

Notes Payable – Related Parties— This amount represents a promissory note in the ~~balance~~amount of $23,700,000 due to ~~our Smartphone suppliers~~TIO. The Note is dated October 6, 2022, bears interest at ~~March 31, 2022~~the rate of 5% per annum and ~~December 31, 2021.~~

~~Deferred Income~~~~—The balance represents to gross income~~is due ~~over the term of the~~ ~~12-month~~ phone leasing cycle. Monthly releases to revenue will be conducted in line with the Company’s revenue recognition policy and will reduce to $0 by April 2022 and July 2022 accordingly. The table below provides the aging of the balances between current and non-current liabilities as follows:on May 10, 2024.

March 31, 2022

December 31, 2021
Due within one year

$
89,285,248

$
221,215,018
Over one year

—

—
Total Deferred income

89,285,248

221,215,018

Deferred income - current portion

89,285,248

221,215,018
Deferred income - non-current portion

—

—
Total Deferred income

$
89,285,248

$
221,215,018

(11) Commitments and Contingencies

~~VAT~~—This represents the current and future VAT liability at rate of 7.5% relating to the mobile phone leasing contracts included under Accounts Receivable and Deferred Income. The table below shows the aging of when such liabilities will become due and payable:

~~Table of Contents~~

March 31, 2022

December 31, 2021
Due within one year

$
6,953,424

$
17,162,192
Over one year

—

—
Total Value added tax

6,953,424

17,162,192

Value added tax - current portion

6,953,424

17,162,192
Value added tax - non-current portion

—

—
Total Value added tax

$
6,953,424

$
17,162,192

(~~13)~~

~~Taxation and Deferred Tax~~

~~The provision for income tax consists of the following components for the three months ended March 31, 2022 and 2021:~~

March 31, 2022

March 31, 2021
Income tax

$
38,698,829

$
12,533,548
Deferred tax

—

—
Education tax

—

835,570
Current Tax

$
38,698,829

$
13,018,431

~~The significant components of the tax liabilities as of March 31, 2022 and December 2021 are summarized below:~~

Current Tax Liabilities

March 31, 2022

December 31, 2021
Beginning of period

$
100,606,352

$
110,544,689
Charge for the period

38,698,829

104,802,090

139,305,181

215,346,779
Paid during the period

—

(105,889,143)
Forex translation difference

(848,668)

(8,851,284)

Total Current Tax Liabilities

$
138,456,513

$
100,606,352

~~The significant components of the deferred tax liabilities as of March 31, 2022 and December 31, 2021 are summarized below:~~

Deferred Tax

March 31, 2022

December 31, 2021
Beginning of period

$
2,171,039

$
2,360,004
Change for the period

2,147,290

—
Forex translation difference

8,385

(188,965)
Total Deferred Tax Liabilities

$
4,326,714

$
2,171,039

~~(14)~~

~~Commitments and Contingencies~~

~~Commitments~~

Operating Leases—~~We have~~During the Predecessor Period, we were responsible for an operating ~~leases~~lease covering office space in Nigeria ~~and the United States. Our~~for Tingo Mobile, our former operating ~~lease in Nigeria is a~~ ~~one-year lease with~~subsidiary. We continue to be subject to an ~~option for the Company to renew, and the~~ operating lease in the United States is on a month-to-month basis. We consider ~~each of these arrangements~~this arrangement to be a ‘low value lease’ and, accordingly, have not recognized a right of use asset or liability in our financial statements.

~~Purchase Commitments~~Litigation Settlement—~~Our principal purchase commitment consists of our agreement~~During the six months ended June 30, 2023, we settled a lawsuit with our smartphone manufacturer, wherein we have two years to make full payment, but are otherwise not obligated to make any specified minimum payment during the interim. We nevertheless periodically make payments out of operating cash from time to time during the payment term and, at March 31, 2022, we had future commitments of approximately $271.1 million remaining under this agreement. Other than customary software licenses, we had no other significant purchase commitments, or commitments for capital expenditures, as of such date.

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~~Contingencies~~

~~Generally~~~~—Estimated losses from contingencies are accrued by a charge to earnings when information available prior~~ClearThink Capital, LLC (“ClearThink”). Pursuant to the ~~issuance~~terms of the ~~financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at~~settlement, on the one-year anniversary date of the ~~financial statements~~settlement, we are obligated to pay ClearThink Capital, LLC a combination of Company common stock and common stock of TIO held by the ~~amount of the loss can be reasonably estimated. As March 31, 2022 and December 31, 2021,~~Company equal in value to $7.7 million. Accordingly, we have ~~not assessed any charges against earnings for contingencies.~~recognized this contingency payment on our balance sheet as of June 30, 2023.

Legal Proceedings―

~~(15)~~

~~Concentrations~~

~~Customers~~—While we may sell our branded phones from time to time to bulk purchasers, our primary customers consist of two farmers’ cooperatives in Nigeria, who collectively have approximately 9.3 million members. The cooperatives account for virtually all of our leasing revenue, while the members of the cooperatives account for a substantial majority of our Agri-Fintech revenue generated through our Nwassa platform. Should either of these cooperatives experience financial difficulties, our revenue and cash flows could be adversely impacted.

~~Manufacturer~~—We outsource the manufacture of our smartphones to a single manufacturer. During 2020 and 2021, we experienced substantial delays in the supply of new devices to our customers as a result of supply chain disruptions resulting principally from Covid-19, which in turn affected our revenue. Given that our manufacturer is located in China and may be subject to further economic dislocation in the future, we are ~~subject to future risks of delayed or non-fulfillment under any new supply agreements into which we may enter.~~

~~(16)~~

~~Related-Party Transactions and Agreements~~

From time to time, we may enter into transactions or incur indebtedness to persons affiliated with members of our board of directors or executive officers. We will seek to ensure that, to the greatest extent possible, any such agreements or transactions are undertaken on an arms-length basis and representative of standard commercial terms and conditions that would be available to us from third parties.

~~(17)~~

~~Legal Proceedings~~

~~While we were~~ not currently subject to any legal proceedings, ~~during the quarter ended March 31, 2022,~~ from time to time, the Company or one or more of its subsidiaries may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any potential legal proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations.

Estimated losses from contingencies are accrued by a charge to earnings when information available prior to the issuance of the financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at the date of the financial statements and the amount of the loss can be reasonably estimated.

(12) Related-Party Transactions and Agreements

See Note 7 –Loans and Other Receivables and the disclosures in Note 10 - Current and Non-current Liabilities.

2018

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~~(18)~~

From time-to-time, we may enter into transactions or incur indebtedness to persons affiliated with members of our board of directors, executive officers. We will seek to ensure that, to the greatest extent possible, any such agreements or transactions are undertaken on an arms-length basis and representative of standard commercial terms and conditions that would be available to us from third parties.

Note payable – related party consists of a promissory note due to TIO in connection with the Merger Agreement. The note has a principal amount of $23,700,000, accrues interest at 5% per annum, and is due on May 10, 2024.

Note receivable – related party consists of a promissory note due from Tingo Mobile that was used to acquire mobile devices during the Predecessor Period in the fourth quarter of 2022. The note has a principal amount of $15,866,000, accrues interest at 5% per annum, and is due on May 10, 2024.

(13) Subsequent Events

Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event:

On ~~October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives~~July 27, 2023, we converted our holding of ~~each company’s shareholders entered~~TIO Series A Preferred Stock into ~~a Second Amended and Restated Agreement and Plan~~26,042,808 shares of ~~Merger (“Restated Merger Agreement”). The~~TIO common stock of MICT is traded on the Nasdaq Capital Market under the symbol ‘MICT’. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingo and MICT to restructure the transaction as a multi-phase forward triangular merger (“Merger”) instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingo will create a newly-formed subsidiary incorporated in the British Virgin Islands (“Tingo BVI Sub”) to facilitate the Merger and hold the Company’s beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands (“MICT BVI Sub”), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore,stock. This did not result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares – Series A Convertible Preferred Stock and Series B Convertible Preferred Stock (collectively, the “MICT Preferred Shares”). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT’s shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change ofin control of MICT. If all of the MICT Preferred Shares are converted into MICT common stock, Tingo will hold 75.0% of the outstanding shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.TIO.

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Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

~~Tingo,~~Agri-Fintech Holdings, Inc., formerly known as ‘Tingo, Inc.’ (“we,” “us,” “our,” ~~“Tingo” or~~and the “Company”), a Nevada corporation, was formed on February 17, 2015. Our shares trade on the OTC Markets trading platform under the symbol ‘TMNA’. ~~We acquired our wholly-owned subsidiary,~~

As described more fully under Sale of Tingo Mobile ~~PLC, a Nigerian public limited company~~ below, on December 1, 2022, we sold Tingo Mobile Limited (“Tingo Mobile”), our sole operating subsidiary, to Tingo Group, Inc. (“TIO”), a Nasdaq-traded financial services company (formerly known as MICT, Inc.), in exchange for 25,783,675 shares of TIO common stock and two series of preferred stock that are convertible into TIO common stock upon the occurrence of certain conditions (“Preferred Stock”). On July 27, 2023, we converted one of these series of Preferred Stock into 26,042,808 additional shares of TIO common stock. If we convert the remainder of the Preferred Stock, our shareholding in TIO will be equal to 75.0% of TIO’s outstanding common stock, calculated as of the date of the sale of Tingo Mobile. Importantly, because we expect to hold 75.0% of the outstanding TIO common stock at some point during 2023, this report will discuss the historical operations of Tingo Mobile as a ~~share exchange~~former subsidiary of the Company, and will discuss the future operations of Tingo Mobile as a pending subsidiary of the Company.

As of March 31, 2022, Tingo had approximately 9.3 million subscribers using its mobile phones and Nwassa payment platform (www.nwassa.com). Nwassas Africa’s leading digital agriculture ecosystem that empowers rural farmers and agri-businesses by using proprietary technology to enable access to markets in which they operate. Farm produce can be shipped from farms across Africa to any part of the world, in both retail and wholesale quantities. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Our system provides real-time pricing, straight from the farms, eliminating middlemen. Our users’ customers pay for produce bought using available pricing on our platform. Our platform is paperless, verified and matched against a smart contract. Data is efficiently stored on the blockchain.

Our platform has created an escrow solution that secures the buyer, funds are not released to the seller until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to our members.

Although we have a large retail subscriber base, ours is essentially a business-to-business-to-consumer (“B2B2C”) business model. Each of our subscribers is a member of one of two large farmers’ cooperatives with whom we have a contractual relationship and which relationship facilitates the distribution of our branded smartphones into various rural communities of member farmers. And it is through our phones and our proprietary applications imbedded therein where we are able to distribute our wider array of agri-fintech services and generate the diverse revenue streams as described in more detail in this report.

Our principal office is located at ~~43 West 23~~^rd11650 South State Street, 2^nd ~~Floor, New York, NY 10010,~~Suite 240, Draper, UT 84020, and the telephone number is ~~+1-646-847-0144.~~+1-385-463-8168. Our corporate website is located at www.tingoinc.com~~although it does not constitute a part of this Quarterly Report.~~. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). ~~Our~~

Sale of Tingo Mobile

Overview. On December 1, 2022, we sold Tingo Mobile, our sole operating subsidiary, to TIO. The sale was accomplished via a multi-phase forward triangular merger. Under the terms of the Merger Agreement we entered into with TIO and representatives of each of the shareholders of the Company and TIO, we contributed our ownership of Tingo Mobile to a newly organized holding company incorporated in the British Virgin Islands (“Tingo BVI Sub”). We then merged Tingo BVI Sub with and into MICT Fintech Ltd, a wholly-owned subsidiary of TIO also incorporated in the British Virgin Islands (“MICT Fintech”), resulting in Tingo Mobile being wholly-owned by TIO as a third-tier subsidiary (hereinafter, the “Merger”).

Consideration Received. As consideration for the Merger, we received the following:

●

Common and Preferred Stock. At the closing of the Merger, we received 25,783,675 shares of newly-issued common stock of TIO equal to 19.9% of its outstanding shares, calculated as of the closing date of the Merger, and two series of convertible preferred shares – Series A Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred Stock (“Series B Preferred Stock”). On July 27, 2023, we converted the Series A Preferred Stock into 26,042,808 additional shares of TIO common stock.

●

Undertaking to Pay Certain Liabilities of the Company. Pursuant to the terms of the Merger Agreement, we also received an undertaking from TIO to pay certain liabilities and accounts payable of the Company as of November 30, 2022, as well as certain other expenses relating to the maintenance of our reporting status under the Securities Exchange Act for the one-year period following the Merger. As of December 31, 2022 and June 30, 2023, the amount due to us pursuant to this undertaking was approximately $3.7 million and $3.6 million, respectively. This amount is set forth below in our audited financial statements as ‘Due from Related Party’ under Note 7 – Loans and Other Receivables – Related Parties.

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Structure. Immediately following the Merger, our ownership interest in TIO and TIO’s ownership of Tingo Mobile was as shown in the following diagram (other subsidiaries of TIO not shown):

Key Terms of SeriesB Preferred Stock. Upon approval by Nasdaq of the change of control of TIO and upon the approval of TIO’s stockholders, the Series B Preferred Stock will convert into 35.0% of the outstanding shares ~~are traded on OTC Markets~~of TIO common stock, calculated as of the closing date of the Merger, giving the Company an aggregate ownership of 75.0% of TIO’s outstanding common stock. If such shareholder or Nasdaq approval is not obtained by June 30, 2023, we will have the right to cause TIO to redeem all of the Series B Preferred Stock for either of the following, at our option: (x) $666,666,667 in cash or, (y) a 33.0% ownership interest in Tingo Group Holdings, LLC, a Delaware-incorporated subsidiary of TIO as shown in the diagram above ("TGH"). TGH is the immediate parent of MICT Fintech, which is the sole shareholder of Tingo Mobile.

Temporary Investment Company Status. Effective upon the closing of the Merger, the Company became subject to the Investment Company Act of 1940, as amended (the “1940 Act”). Under the 1940 Act, any issuer of securities that has more than 100 beneficial owners and holds ‘investment securities’ (as defined under the ~~ticker symbol ‘TMNA’.~~1940 Act) that exceed more than 40% of the value of the issuer’s unconsolidated assets is considered an ‘investment company’ and is therefore subject to various requirements of the 1940 Act, unless an exemption therefrom is applicable. One such requirement of the 1940 Act includes determining the fair value of equity securities held by the issuer instead of consolidating the underlying operations of such equity holdings. Rule 3a-2 permits issuers such as the Company, to be “deemed not to be engaged in the business of investing, reinvesting, owning, holding or trading in securities” for up to one year from the date that the 1940 Act would have technically applied if (i) the issuer’s business activities are inconsistent with those of an investment company, and (ii) the issuer’s governing board passes a resolution stating the issuer’s “bona fide intent to be engaged primarily, as soon as is reasonably possible” to be “in a business other than that of investing, reinvesting, owning, holding or trading in securities” within such one year period. Because the Company is actively involved in acquiring operating assets or otherwise developing other operating businesses, its present activities are inconsistent with those of an investment company. Moreover, inasmuch as the Company expects to effect a conversion of the Series B Preferred Stock no later than September 30, 2023 and, therefore, consolidate the operations of TIO and its subsidiaries with the Company’s own operations, the Company has expressed its bona fide intent to be in a business other than that of an investment company.

The information contained in this section should be read in conjunction with our financial statements and notes thereto appearing elsewhere in this ~~Amended~~ 10-Q and in conjunction with the financial statements and notes thereto in the Company’s Annual Report on Form 10-K and any subsequent amendments thereto (“10-K”). In addition, some of the statements in this report constitute forward-looking statements. The matters discussed in this ~~Amended~~ 10-Q, as well as in future oral and written statements by management of Tingo, that are forward-looking statements are based on current management expectations that involve substantial risks and uncertainties which could cause actual results to differ materially from the results expressed in, or implied by, these forward-looking statements. Forward-looking statements relate to future events or our future financial performance. We generally identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “target,” “projects,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of these terms or other similar words. Important assumptions include our ability to generate revenues, achieve certain margins and levels of profitability, and the availability of additional capital. In light of

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these and other uncertainties, the inclusion of a forward-looking statement in this ~~Amended~~ 10-Q should not be regarded as a representation by us that our plans or objectives will be achieved. The forward-looking statements contained in this ~~Amended~~ 10-Q include statements as to:

●

our future operating results;

●

our business prospects;

●

currency volatility, foreign exchange, and inflation risk;

●

our contractual arrangements with our customers and other relationships with third parties;

●

the dependence of our future success on the general economy and its impact on the industries in which we invest;

~~Table of Contents~~

●

political instability in the countries in which we operate;

●

uncertainty regarding certain legal systems in Africa;

●

our dependence upon external sources of capital;

●

our expected financings and capital raising;

●

our regulatory structure and tax treatment;

●

the adequacy of our cash resources and working capital;

●

the timing of cash flows from our operations;

●

the impact of fluctuations in interest rates on our business;

●

market conditions and our ability to access additional capital, if deemed necessary;

●

uncertainty regarding the timing, pace and extent of an economic recovery in the United States and elsewhere; and

●

natural or man-made disasters and other external events that may disrupt our operations.

There are a number of important risks and uncertainties that could cause our actual results to differ materially from those indicated by such forward-looking statements. For a discussion of factors that could cause our actual results to differ from forward-looking statements contained in this ~~Amended~~ 10-Q, please see the discussion in “Item 1A. Risk Factors” in our 10-K. In particular, you should carefully consider the risks we have described in the 10-K and elsewhere in this ~~Amended~~ 10-Q concerning the coronavirus pandemic and the economic impact of the coronavirus on the Company and our operations. You should not place undue reliance on these forward-looking statements. The forward-looking statements made in this ~~Amended~~ 10-Q relate only to events as of the date on which the statements are made. We undertake no obligation to update any forward-looking statement to reflect events or circumstances occurring after the date this ~~Amended~~ 10-Q is filed with the SEC.

~~Acquisition of Tingo Mobile plc~~

On August 15, 2021, the Company acquired all of the share capital of Tingo Mobile plc, a Nigerian corporation (“Tingo Mobile”) from Tingo International Holdings, Inc., a Delaware corporation (“TIH”), the sole shareholder of Tingo Mobile. Pursuant to the Acquisition Agreement executed in connection with the transaction, as subsequently amended, we issued TIH 1,028,000,000 shares of our Class A common stock and 65,000,000 shares of our Class B common stock. We also paid various fees and expenses in connection with the transaction, including 27,840,000 shares of our Class A common stock as a finder’s fee.

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Results of Operations

~~Three Months Ended March 31, 2022 Compared with the Three Months Ended March 31, 2021~~

~~The Company’s consolidated results from operations for the three months ended March 31, 2022 and March 31, 2021 are summarized as follows:~~

Three Months Ended

(In Thousands)

% of

% of


March 31, 2022

Revenue

March 31, 2021

Revenue

Revenue

$
257,058

—

$
45,238

—

Operating Expense

(185,895)

72.32
%

(4,615)

10.20
%
Operating Income

71,163

27.68
%

40,623

89.80
%

Other Income, net

186

—

60

—

Income before taxes

71,349

27.76
%

40,682

89.93
%
Income tax expense

(38,699)

(13,018)

Net Income

$
32,650

12.70
%
$
27,664

61.15
%

~~Tingo’s~~Because we sold Tingo Mobile, our sole operating income for the three months ended March 31, 2022 was $71.2 million as compared to $40.6 million during the three months ended March 31, 2021, an increase of $30.6 million, or 75.4%. Excluding costs during the quarter associated with awards made under our 2021 Equity Incentive Plan, Tingo’s operating income for the three months ended March 31, 2022 was $143.2 million. The substantial increase in revenue and operating income is largely due to renewal of the mobile leasing activity that commenced in May 2021, as well as significantly positive growth of revenue mix in the higher margin business in Nwassa, where we earn up to a 4.0% commissionsubsidiary, on various financial transactions and have relatively insignificant marginal costs as compared to our sales and leasing business. With increased adoption rates and growth in our subscriber base, as Nwassa becomes a progressively larger component of our aggregate revenue, we expect overall gross profit margins to increase accordingly. Nwassa generates net margins over 90%. This is reflective in the growth of Tingo’s Net Income (excluding costs associated with stock awards made under our 2021 Equity Incentive Plan) which grew by 278.0% to $104.7 million for the three months ended March 31, 2022 compared to $27.7 million for the three months ended March 31, 2021.
~~Revenue~~


Three Months Ended


March 31, 2022

March 31, 2021

Mobile Phone leasing

$
121,773,857

$
—
Services- Mobile calls & data

13,726,612

13,576,878

NWASSA revenue

151,557,050

31,661,247
Airtime

3,425,518

2,035,539
Brokerage on loans

4,120,651

565,275
Insurance

6,595,200

—
Trading on agricultural produce

62,198,505

15,100,452
Utility

45,217,176

13,959,981

Total Revenue

$
257,057,519

$
45,238,125

~~Generally~~. We generated total revenue of $257.1 million during the quarter ended March 31, 2022 compared to $45.2 million during the quarter ended March 31, 2021, an over five-fold increase. In addition to recognizing leasing and service revenue from our mobile phones during the first quarter of 2022, we also experienced sharp growth in the utilization of our Nwassa agri-fintech platform as compared to the first quarter of 2021. Comparing successive quarters of Q4 2021 and Q1 2022, excluding one off-sales of mobile phones amounting to $301.0 million in the fourth quarter of 2021, total revenue for the Company increased substantially from from $215.5 million in the fourth quarter of 2021 to $257.1 million in the first quarter of 2022, an increase of $41.6 million, or 19.3%. Our Nwassa Agri-Fintech platform delivered a strong growth in revenue, increasing from $77.9 million in the fourth quarter of 2021 to $121.5 million in the first quarterDecember 1, 2022, a ~~significant increase~~comparison of ~~56.0% quarter-on-quarter. The principal reasons for the increases during the first quarter~~results of ~~2022 as compared to the first quarter and fourth quarter of 2021 were as follows:~~

~~Table of Contents~~

●

The increased use of our Nwassa agri-fintech services by our subscribers, which saw an increase of $89.8 million in revenue for the first quarter of 2022 as compared to the first quarter of 2021. This represents a net growth of 283.6% for the comparable period. Our strategy of enabling rural communities with an affordable smartphone ‘device as a service’ has proved successful in increasing the volume of agri produce trading being conducted on the platform. Given the fees we earn through these services, we estimate that the Company processed approximately $2.9 billion in transaction volume for our subscribers during the first quarter of 2022 (fourth quarter of 2021 estimate - $1.8 billion).

●

The Agri-marketplace that enables farmers to trade their farm produce delivered over 400% growth in revenue during the first quarter of 2022 as compared to the first quarter of 2021. Agri-trading revenues for the first quarter of 2022 were $62.2 million, as compared to $15.1 million during the first quarter of 2021 and $29.4 million during the fourth quarter of 2021.

●

Utility top-ups on Nwassa saw revenues increase to $45.2 million for the first quarter 2022 as compared to $13.9 million in the first quarter of 2021 and $37.4 million during the fourth quarter 2021. This represents a growth rate of 325% on a year-over-year basis, and a 20.8% growth rate as compared to the fourth quarter of 2021.

●

The significant growth in Nwassa revenues is in line with our strategy to expand our Agri-Fintech business as our core focus with the access to mobile devices as an enabler to assure access and connectivity to our Nwassa platform.

●

~~The decline in the Naira -USD exchange rate from March 31, 2021 to March 31, 2022 has been mitigated by the significant organic growth of both volume and margins on our agri-fintech trading business.~~

~~Mobile leasing revenues continue to be in line with expectations of our one-year leasing contract and have been slightly impacted by the declining exchange rate.~~

Leasing revenue is recognized over 12 months in equal instalments from the date of sign up of the contract. Inasmuch as our lease agreements did not commence until later in 2021, we had $0 in leasing revenue during the quarter ended March 31, 2021 as compared to $121.8 million for the quarter ended March 31, 2022. Nwassa, our Agri-Fintech platform, generated 47.3% of total Company revenue during the three months ended March 31, 2022 compared to 70.0% of total revenue for the three months ended March 31, 2021. The substantially higher relative contribution of Nwassa to overall revenue in the first quarter of 2021 was merely due to the absence of leasing revenue during that period. By comparison, our agri-fintech revenue for the three months ended December 31, 2021 was 15.1%. Examining quarter-on-quarter growth more closely, the level of growth in our Nwassa Agri-Fintech platform recorded significant increased activity in the number of farmers trading on our Agri-Marketplace for the three months ended March 31, 2022 as compared to the three months ended December 31, 2021.

Utility top-up activity levels more than tripled during the first quarter of 2022 as compared to the first quarter of 2021, and were also up 38% as compared to the fourth quarter of 2021. We believe that the strong performance of the Agri-fintech side of our business is a clear demonstration of the maturity and adoption of the Nwassa platform by a higher percentage of our ‘Device as a Service’ customer base, powered through farmers’ cooperatives. The level of loan brokerage increased by over 700% for the first quarter of 2022 as compared to the first quarter of 2021 and over 270% as compared to the fourth quarter of 2021. We noted that at least 30% of the non-leasing customer base who purchased our mobile phones in November 2021 registered for access to the Nwassa platform to manage airtime and utility payments. This is significant, inasmuch as we view this as a demonstration of our successful campaigns we ran to register customers who bought a phone via a third cooperative with which we contracted in November 2021.

However, we believe that it is important to understand that the provision of smartphones is the means to drive a higher level of access to our Nwassa Agri-Fintech platform, to enable our customers to participate in our Agri-marketplace, top up their airtime, pay for utilities, insure their mobile devices and access credit services through partner institutions. Typical fees and commissions on these services can be up to 4.0%. Insurance revenue is fixed at $0.24 per device per month. Our focus on providing an affordable mobile device is core to the delivery of our fintech services and we call that ‘Device as a Service’ model. The richness of our Agri-Fintech service and related payment services deliver a very unique model of social upliftment and financial inclusion to rural communities. The agri-marketplace we have created provides our customers with an opportunity to market their fresh produce to reduce the ‘time to market’ and contribute towards our objectives to support the rural farming community with products and services that enable reduction in ‘post-harvest losses’ - a key area of focus for us as part of our investment to deliver services through use of smartphones to drive tangible social upliftment through increased sales for such farmers using the Nwassa platform.

~~Table of Contents~~

~~Cost of Revenues~~

~~The following table sets forth the~~operations, cost of revenues, and related items for the ~~three~~six months ended ~~March 31, 2022 and March 31, 2021:~~

Three Months Ended

March 31, 2022

March 31, 2021

Commission to Cooperatives and Agents

$
2,499,840

$
2,511,941

Total cost of revenues

$
2,499,840

$
2,511,941

~~The Company’s cost of revenues for~~June 30, 2023 with the ~~three~~six months ended ~~March 31,~~June 30, 2022 would not be meaningful and, ~~2021 was $2.5 million~~consequently, has not been included in each period. The Company does not expense the manufacturing cost of its leased phones, but instead records depreciation expense on a straight line basis over 36 months, which is the estimated useful life of the phones.this section.
~~Cost of revenues consists of two key elements:~~
● ~~Commissions to Cooperatives and Agents~~ ~~- the Company has over 17,000 agents that support the rollout of our services through Cooperatives and an independent agency network of rural farmers and women.~~
● ~~Cost of Resold Mobile Phones~~ ~~– from time to time, we will sell our branded phones in one-off transactions. In such cases, we allocate the costs of manufacture and delivery against the sales price of the phones.~~
Selling, General & Administrative Expenses
The following table sets forth selling, general and administrative expenses for the ~~three~~six months ended ~~March 31, 2022~~June 30, 2023 and ~~March 31, 2021:~~2022:

Three Months Ended

Six Months Ended


March 31, 2022

March 31, 2021

June 30, 2023

June 30, 2022

Depreciation and amortization

$
—

$
213,617,432
Professional fees

579,084

68,490,826
Payroll and related expenses

$
19,241,212

$
690,696

21,950,792

39,570,896
Bank fees and charges

1,774

996,420
Distribution expenses

221,187

104,573

—

509,961
Professional fees

55,669,412

315,434
Bank fees and charges

636,047

62,824
Depreciation and amortization

106,740,939

740,616
General and administrative - other

838,913

189,167
Bad debt expenses

47,398

—

—

47,455
General and administrative – other

7,752,555

3,708,772

Selling, General and Administrative Expenses

$
183,395,108

$
2,103,310

$
30,284,205

$
326,941,762

~~Prior year expenses mainly relate~~The significant payroll expense and professional fees for the first six months of 2022 as compared to ~~general and administrative expenses only. Our acquisition~~the first six months of ~~Tingo Mobile and~~2023 relates to the ~~attendant expenses to maintain our status as~~vesting of a ~~public reporting company has substantially increased these costs. In addition, in 2021, we adopted~~significant number of stock awards granted under our 2021 Equity Incentive Plan ~~which provided for, among other awards, shares of restricted stock to Plan participants.~~during the period. This resulted in stock-based compensation expense for staff and directors of ~~$17.0~~$34.4 million and stock-based payments of professional fees of $66.8 million for the ~~quarter ended March 31, 2022. In addition,~~six months of 2022, as compared to stock-based compensation expense for staff and directors of $20.4 million and stock-based payments ~~constituting~~of professional fees ~~were $55.0 million. Eliminating non-cash expenditures such as compensation expense and professional fees relating to these stock awards, the Company had profit before tax~~ of ~~approximately $143.3 million on a consolidated basis during~~$289,000 for the first ~~quarter~~six months of 2022. A detailed breakdown of other costs included in Selling General and Administrative Expenses are contained in the Consolidated Profit and Loss Statement. A substantial part of these costs relate to Tingo Mobile’s operations in Nigeria.2023.
2021 Equity Incentive Plan
On October 6, 2021, the Company’s Board of Directors adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest

~~Table of Contents~~

in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during ~~the fourth quarter of~~ 2021 and ~~the first quarter of~~ 2022, the Tingo Compensation Committee granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of ~~118,870,000~~131,370,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation. Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all stock awards under the Incentive Plan that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. In connection with these awards, we recorded stock-based compensation expense of $20.7 million and ~~professional fees~~$101.2

Table of ~~$72.0~~ Contents

million ~~in the aggregate~~ for the ~~three~~six months ended ~~March 31, 2022.~~June 30, 2023 and 2022, respectively. As of June 30, 2023, total compensation expense to be recognized in future periods is $12.2 million. The weighted average period over which this expense is expected to be recognized is ~~1.5~~0.29 years.


		Weighted			Weighted
	Number of	Average Grant		Number of	Average Grant
	Shares	Date Fair Value		Shares	Date Fair Value
Unvested shares outstanding, January 1, 2022	36,950,833	$	1.80
Unvested shares outstanding, January 1, 2023				16,732,916	$	1.97
Shares Granted	10,000,000	$	5.50	—		—
Shares Vested	19,739,167	$	3.65	10,541,406	$	1.96
Shares Forfeited	—		—	—		—
Unvested shares outstanding, March 31, 2022	27,211,666	$	1.81
Unvested shares outstanding, June 30, 2023				6,191,516	$	1.98

Liquidity and Capital Resources

~~Sources and Uses of Cash~~: Our principal sources of liquidity are our cash and cash equivalents, and cash generated from operations. On September 24, 2021, we filed a Form D with the Securities and Exchange Commission indicating the sale of our securities in one or more private transactions (the “Private Offering”). We expect that, as a result of the Private Offering, we will also be able to secure sufficient operating and working capital for our parent company activities for the next twelve months.

Cash on Hand. As of ~~March 31, 2022,~~June 30, 2023, our cash and cash equivalents totaled $25.3 million on a consolidated basis. This is a significant reduction from the quarter ended December 31, 2021 due mainly to a substantial reduction in accounts payable linked to the Company’s mobile phone supplier. Virtually all of our cash is denominated in Nigerian Naira and deposited in Nigeria-based financial institutions.

~~Indebtedness~~~~: The Company had no financial debt as at March 31, 2022 or December 31, 2021.~~approximately $14,000.

We expect our cash on hand, proceeds received from our assets and operations, cash flow from operations will be sufficient to meet our anticipated liquidity needs for business operations for the next twelve months. There can be no assurance that we will continue to generate cash flows at or above current levels or that we will be able to raise additional financing to support our parent company’s operating and compliance expenditures.

Our cash flows from operations could be adversely affected by events outside our control, including, without limitation, changes in overall economic conditions, regulatory requirements, changes in technologies, demand for our products and services, availability of labor resources and capital, natural disasters, pandemics and outbreaks of contagious diseases and other adverse public health developments, such as COVID-19, and other conditions. Our ability to attract and maintain a sufficient customer base, particularly in our principal markets, is critical to our ability to maintain a positive cash flow from operations. The foregoing events individually or collectively could affect our results.

~~Table of Contents~~

~~We are evaluating the impact of current market conditions on our Company and its ability to generate dollar-denominated income.~~ We believe that our operating cash flow and cash on hand will be sufficient to meet operating requirements and to finance routine capital expenditures through the next twelve months.

Off Balance Sheet Arrangements

None.

Dividends

On November 10, 2021, our Board adopted a Dividend Policy for the Company. The Policy provides a process that the Board will undertake when approving quarterly, annual, and special dividends for the Company including, but not limited to, various financial criteria and macroeconomic factors, as well as certain financial and economic factors specific to the Company. In the case of quarterly dividends, within ninety (90) calendar days following the end of each fiscal year, the Board will determine the dividend payment, if any, that will be made to holders of the Company’s capital stock. Such dividend will generally be expressed as a cash amount equal to a percentage of the Company’s consolidated after-tax net income for such prior fiscal year, and will be divided into fourths, with one-fourth of the amount payable each quarter. As of ~~March 31, 2022,~~June 30, 2023, the Company has not paid any dividends in its history.

Subsequent Events

Our Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event:

On ~~October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives~~July 27, 2023, we converted our holding of each company’s shareholders entered into a Second Amended and Restated Agreement and Plan of Merger (“Restated Merger Agreement”). The common stock of MICT is traded on the Nasdaq Capital Market under the symbol ‘MICT’. The Restated Merger Agreement is the second restatement of the agreement and the result of efforts of Tingo and MICT to restructure the transaction as a multi-phase forward triangular merger (“Merger”) instead of as a reverse triangular merger as previously agreed. Under the terms of the Restated Merger Agreement, Tingo will create a newly-formed subsidiary incorporated in the British Virgin Islands (“Tingo BVI Sub”) to facilitate the Merger and hold the Company’s beneficial ownership interest in Tingo Mobile. MICT will also create a subsidiary incorporated in the British Virgin Islands (“MICT BVI Sub”), which will be merged with and into Tingo BVI Sub, with MICT BVI Sub as the surviving corporation and a subsidiary of MICT. The Merger will, therefore, result in Tingo Mobile becoming an indirect wholly-owned subsidiary of MICT, and the operations of Tingo Mobile, as an agri-fintech company, becoming the predominant operations of MICT. The aggregate consideration tendered by MICT to Tingo, the sole shareholder of Tingo Mobile, will consist of: (i) newly-issued common stock of MICT equal to 19.9% of its outstanding shares, calculated immediately prior to the closing date of the Merger; and (ii) two series of convertible preferred shares –TIO Series A ~~Convertible~~ Preferred Stock and Series B Convertible Preferred Stock (collectively, the “MICT Preferred Shares”). The conversion of the MICT Preferred Shares is subject to various conditions, including approval of MICT’s shareholders and, in the case of the MICT Series B Convertible Preferred Stock, is also subject to Nasdaq approving a change of control of MICT. If all of the MICT Preferred Shares are converted into ~~MICT common stock, Tingo will hold 75.0% of the outstanding~~26,042,808 shares of MICT. A summary of the Restated Merger Agreement and the actions taken by the Company and MICT in connection therewith are included in our Current Report on Form 8-K/A filed with the U.S. Securities and Exchange Commission on October 14, 2022. On November 9, 2022, we filed a definitive Information Statement to provide information to our shareholders about the Merger, the Merger Agreement, and the transactions contemplated thereby.TIO common stock.

2824

Table of Contents

Item 3.
~~Item 3.~~Quantitative and Qualitative Disclosure about Market Risk
We are subject to financial market risks, including changes in interest rates, lease rates, credit rates, and general debt terms.
We are subject to risks regarding currency volatility and foreign exchange rates. In particular, we are subject to fluctuations in foreign exchange rates between the U.S. dollar, our reporting currency, and currencies of countries where we market or source our products and ~~services, which presently consists principally of the Nigerian Naira.~~services. Such fluctuations may result in significant increases or decreases in our reported revenue and other results as expressed in dollars, and in the reported value of our assets, liabilities and cash flows. In addition, currency fluctuation may adversely affect receivables, payables, debt, firm commitments and forecast transactions denominated in non-U.S. currencies. In particular, transition risks arise where parts of the cost of sales are not denominated in the same currency of such sales. We currently do not hedge this exposure. Fluctuation in exchange rates, depreciation of local currencies, changes in monetary and/or fiscal policy or inflation in the countries in which we operate could have a material adverse effect on our business, financial condition, results of operations and prospects.
In addition to foreign currency risk, our ability to generate operating cash flows at our parent company level depends on the ability of our subsidiaries to upstream funds. ~~Nigeria and other countries~~Countries in which we may operate have exchange controls that can, from time to time, place restrictions on the exchange of local currency for foreign currency and the transfer of funds abroad. These controls and other controls that may be implemented in the future could limit the ability of our subsidiaries to transfer cash to us and make us dependent upon external sources of cash and credit.
We can offer no assurance that additional restrictions on currency exchange will not be implemented in the future or that these restrictions will not limit the ability of our subsidiaries to transfer cash to us, which could have a material adverse effect on our business, financial condition, results of operations and prospects.

Item 4.
~~Item 4.~~Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Securities Exchange Act of 1934. Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (ii) provide reasonable assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements.
~~Management assessed~~Our management, with the participation of our Company’s Chief Executive Officer and Chief Financial Officer, have evaluated the effectiveness of the design and operations of the Company’s “disclosure controls and procedures” (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of June 30, 2023. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective at a reasonable assurance level. There has been no change in our internal control over financial reporting ~~as of March 31, 2022. In making this assessment, management used~~during the ~~criteria set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in 2013.~~
~~Based upon our evaluation of internal controls, our CEO and CFO determined~~quarter ended June 30, 2023, that ~~(i) we have a material weakness over our entity level control environment as of March 31, 2022 and (ii)~~has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting was not effective as of March 31, 2022, inasmuch as we have recharacterized the acquisition of Tingo Mobile as a reverse acquisition under applicable accounting rules and, in accordance with ASC 718, have modified our expensing of share-based compensation in order to ratably expense non-employee stock awards that are subject to a time-based vesting.reporting.

2925

Table of Contents

Part II.Other Information
Item 1.
~~Item 1.~~Legal Proceedings
From time to time, the Company is a party to certain proceedings incidental to the normal course of our business including the enforcement of our rights under contracts with our customers and subscribers. While the outcome of these legal proceedings cannot at this time be predicted with certainty, we do not expect that these proceedings will have a material effect upon the Company’s financial condition or results of operations.

Item 1A.Risk Factors
In connection with our ~~acquisition~~sale of Tingo Mobile and as a ~~public~~temporary investment company ~~focused on the agri-fintech sector,~~following such sale, we are subject to a number of risks, many of which are identified in our Annual Report on Form 10-K and any subsequent amendments thereto (“10-K”). As the business of the Company and its subsidiaries continues to develop, we intend to identify, as will be reasonably possible, any such additional risks and include the same in our subsequent filings and reports with the SEC.
Moreover, the economic dislocation precipitated by the coronavirus pandemic is still rapidly evolving. As of the date of filing of this Amended 10-Q, we are unable to predict either the potential near-term or longer-term impact that the coronavirus may have on our financial and operating results due to numerous uncertainties regarding the duration and severity of the crisis. To the greatest extent possible, we intend to operate our business in the ordinary course. Nevertheless, the ultimate impact of the coronavirus pandemic is highly uncertain and subject to change, and our business, results of operations, and financial condition have been and will likely continue to be impacted by future developments concerning the pandemic and the resulting economic disruption.
Readers should carefully consider these risks and all other information contained in our 10-K, including the Company’s financial statements and the related notes thereto. The risks and uncertainties described in our 10-K and throughout this ~~Amended~~ 10-Q are not the only ones facing the Company.
Additional risks and uncertainties not presently known to us, or not presently deemed material by us, may also impair our operations and ~~performance~~.performance.
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds
None.

Item 3.Defaults Upon Senior Securities
None.

Item 4.Mine Safety Disclosures
Not Applicable.

Item 5.Other Information
Not Applicable.

3026

Table of Contents

Item 6.Exhibits
3.

Articles of Incorporation or Bylaws

(a)
Amended and Restated Articles of Incorporation of the Company. [Incorporated by reference to Exhibit 3(i) to Registrant’s Current Report on Form 8-K filed on ~~October 20, 2021]~~April 27, 2023]
(b)
Amended and Restated Bylaws of the Company [Incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K filed on September 16, 2021]
~~(c)~~
Acquisition Agreement, dated July 29, 2021, among the Company, Tingo International Holdings, Inc., and Tingo Mobile PLC. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on August 4, 2021.]
10.

Material Contracts

(a)
Form of Indemnification Agreement between the Company and its directors and certain officers. [Incorporated by reference to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q/A filed on July 21, 2022]
(b)
Code of Business Conduct and Ethics. [Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed on October 20, 2021]
(c)
2021 Equity Incentive Plan. [Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-8, filed on October 12, 2021.]

(d)
Second Amended and Restated Agreement and Plan of Merger among the Company, MICT, Inc., and representatives of the shareholders of the Company and MICT, ~~Merger Sub,~~ Inc. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form ~~8-K,~~8-K/A, filed on ~~June~~October 15, 2022.]
31.

Rule 13a-14(a)/15d-14(a) Certifications

1.
Certification by Chief Executive Officer*
2.
Certification by Chief Financial Officer*

32.

Rule 1350 Certifications

1.
Certification by Chief Executive Officer*

2.
Certification by Chief Financial Officer*

101.INS

Formatted in Inline XBRL (Extensible Business Reporting Language) (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH

Inline XBRL Taxonomy Extension Schema Document.
101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
* Filed herewith
**The certifications furnished in Exhibits 32.1 and 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing.

3127

Table of Contents

SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed by the undersigned, thereunto duly authorized.
Dated: ~~November 16, 2022~~August 14, 2023

~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

/s/Dozy Mmobuosi

Dozy Mmobuosi

Chief Executive Officer

3228


	For the 3 Months ended		For the 3 Months ended
	March 31, 2022		March 31, 2021
Revenues	$	257,057,519	$	45,238,125
Cost of sales		(2,499,840)		(2,511,941)
Gross Profit		254,557,679		42,726,184

Operating Expenses
Payroll and related expenses		19,241,212		690,696
Distribution expenses		221,187		104,573
Professional fees		55,669,412		315,434
Bank fees and charges		636,047		62,824
Depreciation and amortization		106,740,939		740,616
General and administrative expenses - other		838,913		189,167
Bad debt expenses		47,398		—
Total Operating Expenses		183,395,108		2,103,310

Income from Operations		71,162,571		40,622,874

Other Income (Expenses)
Other income		185,798		59,721
Total Other Income		185,798		59,721

Income before tax		71,348,369		40,682,595

Taxation		(38,698,829)		(13,018,431)

Net Income	$	32,649,540	$	27,664,164

Other Comprehensive Loss
Translation Adjustment		(340,113)		(10,809,240)

Total Comprehensive Income	$	32,309,427	$	16,854,924

Earnings per share - Basic and Diluted	$	0.03	$	0.02

Weighted Average number of common shares outstanding
Basic and diluted		1,214,793,989		1,028,000,000


Goodwill	$	(3,694,107,417)
Capitalized Acquisition Costs	$	(111,360,000)
Additional Paid in Capital	$	4,170,398,452
Accumulated Surplus	$	(397,390,240)
Translation Reserve	$	32,459,205


	March 31, 2022		December 31, 2021
Spare parts	$	103,218	$	129,823

Total Inventory	$	103,218	$	129,823


	March 31, 2022		December 31, 2021
Accounts receivable gross	$	94,840,775	$	364,350,175
Allowance for expected credit loss		(49,094)		(42,065)
		94,791,681		364,308,110
Directors current account		-		289
Total Accounts Receivable, net	$	94,791,681	$	364,308,399


			MOTOR	FURNITURE &	OFFICE	PLANT &	SITE	MOBILE
	LAND	BUILDING	VEHICLES	FITTINGS	EQUIPMENT	MACHINERY	INSTALLATIONS	DEVICES	Total
	$	$	$	$	$	$	$	$	$
COST
December 31, 2021	8,794,695	31,774,624	207,709	60,009	66,142	10,112,085	191,316,838	1,219,411,221	1,461,743,323
Additions	—	—	—	—	—	—	—	—	-
Forex translation difference	(57,754)	(208,661)	(1,363)	(394)	(434)	(66,405)	(1,256,362)	—	(1,591,373)
March 31, 2022	8,736,941	31,565,963	206,346	59,615	65,708	10,045,680	190,060,476	1,219,441,221	1,460,151,950

DEPRECIATION
December 31, 2021	—	8,246,459	126,507	41,444	62,662	10,074,915	—	244,290,317	262,860,304
Charged for the period	—	395,874	6,698	1,609	567	2,240	4,767,165	101,282,845	106,456,998
Forex translation difference	—	(55,571)	(853)	(278)	(414)	(48,286)	(15,651)	—	(121,053)
March 31, 2022	—	8,604,762	132,352	42,775	62,815	10,028,869	4,751,514	345,573,162	369,196,249

NET BOOK VALUE
December 31, 2021	8,794,695	23,510,165	81,202	18,565	3,480	37,170	191,316,838	975,120,904	1,198,883,019
March 31, 2022	8,736,941	22,961,201	73,994	16,840	2,893	16,811	185,308,962	873,838,059	1,090,955,701


Cost
January 1, 2022	$	6,193,507
Additions		—
Forex translation difference		(904,770)
March 31, 2022		5,288,737

Amortization
January 1, 2022		4,026,671
Charge for the period		283,941
Forex translation difference		(398,817)
March 31, 2022		3,911,795

Carrying Amount	$	1,376,942


	March 31, 2022		December 31, 2021
Trade payables	$	273,013,297	$	755,758,199
Accrued compensation		1,947,820		—
Other payables		(129,895)		126,994
Total Accounts Payable and Accruals	$	272,883,402	$	755,885,193


	March 31, 2022		December 31, 2021
Due within one year	$	89,285,248	$	221,215,018
Over one year		—		—
Total Deferred income		89,285,248		221,215,018

Deferred income - current portion		89,285,248		221,215,018
Deferred income - non-current portion		—		—
Total Deferred income	$	89,285,248	$	221,215,018


	March 31, 2022		March 31, 2021
Income tax	$	38,698,829	$	12,533,548
Deferred tax		—		—
Education tax		—		835,570
Current Tax	$	38,698,829	$	13,018,431


Current Tax Liabilities	March 31, 2022		December 31, 2021
Beginning of period	$	100,606,352	$	110,544,689
Charge for the period		38,698,829		104,802,090
		139,305,181		215,346,779
Paid during the period		—		(105,889,143)
Forex translation difference		(848,668)		(8,851,284)

Total Current Tax Liabilities	$	138,456,513	$	100,606,352


Deferred Tax	March 31, 2022		December 31, 2021
Beginning of period	$	2,171,039	$	2,360,004
Change for the period		2,147,290		—
Forex translation difference		8,385		(188,965)
Total Deferred Tax Liabilities	$	4,326,714	$	2,171,039


	Three Months Ended
(In Thousands)			% of				% of
	March 31, 2022		Revenue		March 31, 2021		Revenue
Revenue	$	257,058	—		$	45,238	—
Operating Expense		(185,895)	72.32	%		(4,615)	10.20	%
Operating Income		71,163	27.68	%		40,623	89.80	%

Other Income, net		186	—			60	—
Income before taxes		71,349	27.76	%		40,682	89.93	%
Income tax expense		(38,699)				(13,018)
Net Income	$	32,650	12.70	%	$	27,664	61.15	%

3.	Articles of Incorporation or Bylaws
	(a)	Amended and Restated Articles of Incorporation of the Company. [Incorporated by reference to Exhibit 3(i) to Registrant’s Current Report on Form 8-K filed on ~~October 20, 2021]~~April 27, 2023]
			(b)	Amended and Restated Bylaws of the Company [Incorporated by reference to Exhibit 3(ii) to Registrant’s Current Report on Form 8-K filed on September 16, 2021]
	~~(c)~~	Acquisition Agreement, dated July 29, 2021, among the Company, Tingo International Holdings, Inc., and Tingo Mobile PLC. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K filed on August 4, 2021.]
10.	Material Contracts
	(a)	Form of Indemnification Agreement between the Company and its directors and certain officers. [Incorporated by reference to Exhibit 10(a) to Registrant’s Quarterly Report on Form 10-Q/A filed on July 21, 2022]
			(b)	Code of Business Conduct and Ethics. [Incorporated by reference to Exhibit 14.1 to Registrant’s Current Report on Form 8-K filed on October 20, 2021]
			(c)	2021 Equity Incentive Plan. [Incorporated by reference to Exhibit 10.1 to Registrant’s Registration Statement on Form S-8, filed on October 12, 2021.]
	(d)	Second Amended and Restated Agreement and Plan of Merger among the Company, MICT, Inc., and representatives of the shareholders of the Company and MICT, ~~Merger Sub,~~ Inc. [Incorporated by reference to Exhibit 2.1 to Registrant’s Current Report on Form ~~8-K,~~8-K/A, filed on ~~June~~October 15, 2022.]
31.	Rule 13a-14(a)/15d-14(a) Certifications
	1.	Certification by Chief Executive Officer*
			2.	Certification by Chief Financial Officer*

32.	Rule 1350 Certifications
	1.	Certification by Chief Executive Officer*
	2.	Certification by Chief Financial Officer*

101.INS	Formatted in Inline XBRL (Extensible Business Reporting Language) (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).
101.SCH	Inline XBRL Taxonomy Extension Schema Document.
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).

	~~TINGO,~~AGRI-FINTECH HOLDINGS, INC. (f/k/a Tingo, Inc.)

	/s/Dozy Mmobuosi
	Dozy Mmobuosi
	Chief Executive Officer