Agri-fintech (TMNA) 10-K/A7 Apr 222021 FY Annual report (amended)Financial data

Company Profile

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
Document and Entity Information - USD ($)	Dec. 31, 2021	Mar. 15, 2022	Jun. 30, 2021
Document and Entity Information
Document Type	10-K/A
Amendment Description	Amendment No. 1
Document Annual Report	true
Document Period End Date	Dec. 31, 2021
Document Transition Report	false
Entity File Number	333-205835
Entity Registrant Name	TINGO, INC.
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	43 West 23rd Street
Entity Address, Address Line Two	2nd Floor,
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10010
City Area Code	(646)
Local Phone Number	847- 0144
Title of 12(g) Security	Class A Common Stock, $0.001 par value per share
Trading Symbol	IWBB
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Interactive Data Current	No
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		1,205,016,211
Entity Central Index Key	0001648365
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	FY
Amendment Flag	true
Entity Public Float			$ 37,487,422
Auditor Name	Centurion ZD CPA & Co.
Auditor Firm ID	6778
Auditor Location	Hong Kong, China
Entity Tax Identification Number	83-0549737
Entity Current Reporting Status	Yes

CONSOLIDATED BALANCE SHEETS

CONSOLIDATED BALANCE SHEETS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current Assets
Cash and Cash Equivalents	$ 128,367,605	$ 1,013
Accounts and Other Receivables	1,400,917,140	151,236
Amounts due from shareholders		1,250
Inventory	129,823
Prepayments - current portion	409,434,667	186
Current assets of discontinued operations		194,311
Total Current Assets	1,938,849,235	347,996
Non-Current Assets
Prepayments - non-current portion	575,464,002
Property, plant and equipment, net	223,744,115	3,006
Work-in-Progress		207,968,849
Goodwill	3,694,107,417
Capitalized Acquisition Costs	111,360,000
Intangible Assets	1,670,924
Non-current assets of discontinued operations		425,100
Total non-current assets	4,606,346,458	428,106
Total Assets	6,545,195,693	776,102
Current Liabilities
Deferred income - current portion	492,269,333
Value added tax - current portion	38,190,992
Short-term loan	0	854,318
Amounts due to directors		197,785
Tax Liability	100,606,352	110,544,689
Liabilities of discontinued operations		972,944
Total current liabilities	1,416,054,626	1,181,480
Accounts Payable and accruals	754,836,164	10,751
Non-current liabilities
Deferred income - non-current portion	690,922,799
Value added tax - non-current portion	53,602,826
Deferred Tax	2,171,039
Total non- current liabilities	746,696,664
Total Liabilities	2,162,751,290	1,181,480
COMMITMENTS AND CONTINGINCIES
Stockholder's Equity
Additional paid-in-capital	4,582,478,925	3,207,635
Accumulated Deficit	(162,976,442)	(3,356,283)
Translation Reserve	(8,143,807)	(93,472)
Total Tingo, Inc.'s stockholders' equity	4,412,596,187	(234,319)
Non-controlling interests	0	(171,059)
Total Stockholders Equity	4,412,596,187	(405,378)
Total Liabilities and Stockholders Equity	6,545,195,693	776,102
Class A Common shares
Stockholder's Equity
Common stock value	1,172,511	$ 7,801
Class B Common Shares
Stockholder's Equity
Common stock value	$ 65,000

CONSOLIDATED BALANCE SHEETS (Pa

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
Class A Common shares
Common Stock, Par or Stated Value Per Share	$ 0.001	$ 0.005
Common Stock, Shares Authorized	1,250,000,000	40,306,211
Common Stock, Shares, Issued	1,205,016,211	40,306,211
Common Stock, Shares, Outstanding	1,205,016,211	40,306,211
Class B Common Shares
Common Stock, Par or Stated Value Per Share	$ 0.001
Common Stock, Shares Authorized	200,000,000
Common Stock, Shares, Issued	65,000,000
Common Stock, Shares, Outstanding	65,000,000

CONSOLIDATED STATEMENTS OF OPER

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
CONSOLIDATED STATEMENTS OF OPERATIONS
Revenues	$ 650,994,412
Cost of Revenues	(442,029,033)
Gross Profit	208,965,379
Operating Expense
Payroll and related expenses	222,212,061
Distribution expenses	578,171
Professional Fees	76,995,834
Bank fees and charges	596,996
Depreciation and amortization	1,157,355
General and administrative expenses - other	1,806,479	$ 658,238
Bad Debt Expenses	61,406
Total Operating Expenses	303,408,302	658,238
Loss from Operations	(94,442,923)	(658,519)
Other (Income) Expenses
Other expenses	218,599	281
Interest Expenses	0	0
Total Other Income (expenses)	218,599	281
Loss before tax	(94,224,324)	(658,519)
Taxation	(65,395,835)
Net loss from continuing operations	(159,620,159)	(658,519)
Loss from discontinued operations, net of income taxes		537,401
Net Loss	(159,620,159)	(1,195,920)
Net Loss attributable to non-controlling interests		161,220
Net Loss attributable to ordinary stockholders of Tingo, Inc.	(159,620,159)	(1,034,700)
Other Comprehensive Loss
Translation Adjustment	(8,050,335)	(23,894)
Total Comprehensive Loss	(167,670,494)	(1,219,814)
Total Comprehensive Loss Attributable to non-controlling Interests		168,363
Total Comprehensive Loss attributable to ordinary shareholders of Tingo	$ (167,670,494)	$ (1,051,451)
Loss per share - Basic	$ (0.37)	$ (0.03)
Loss per share - Diluted	$ (0.37)	$ (0.03)
Weighted average number of common shares outstanding - Basic	456,996,238	40,283,689
Weighted average number of common shares outstanding - Diluted	456,996,238	40,283,689

CONSOLIDATED STATEMENTS OF SHAR

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($)	Common StockClass A Common sharesEmployees	Common StockClass A Common sharesDirectors and Officers	Common StockClass A Common sharesOutside Parties	Common StockClass A Common shares	Common StockClass B Common Shares	Additional Paid In CapitalEmployees	Additional Paid In CapitalDirectors and Officers	Additional Paid In CapitalOutside Parties	Additional Paid In Capital	Accumulated Surplus	Translation Reserve	Noncontrolling Interest [Member]	Employees	Directors and Officers	Outside Parties	Total
Beginning Balances at Dec. 31, 2019				$ 7,790					$ 2,990,726	$ (2,321,583)	$ (76,721)	$ (2,696)				$ 597,516
Foreign currency translation adjustment											(16,751)	(7,143)				(23,894)
Beginning Balances (in shares) at Dec. 31, 2019				40,197,751
Shares issued				$ 11					216,909							216,920
Stock Issued During Period, Shares, New Issues				108,460
Profit for the year										(1,034,700)		(161,220)				(1,195,920)
Ending Balances at Dec. 31, 2020				$ 7,801					3,207,635	(3,356,283)	(93,472)	(171,059)				(234,319)
Ending Balances (in shares) at Dec. 31, 2020				40,306,211
Foreign currency translation adjustment											(8,050,335)					(8,050,335)
Shares issued				$ 100,000					199,900,000							200,000,000
Stock Issued During Period, Shares, New Issues				100,000,000
Profit for the year										(159,620,159)						(159,620,159)
Elimination of non-controlling interest												$ 171,059				171,059
Issuance of shares for acquisition of Tingo				$ 928,000	$ 65,000				3,971,007,000							3,972,000,000
Issuance of shares for acquisition of Tingo (in shares)				928,000,000	65,000,000
Issuance of shares for services provided	$ 5,870	$ 58,000	$ 45,000	$ 27,840		$ 17,635,130	$ 202,942,000	$ 76,455,000	111,332,160				$ 17,641,000	$ 203,000,000	$ 76,500,000	111,360,000
Issuance of shares for services provided (in shares)	5,870,000	58,000,000	45,000,000	27,840,000
Ending Balances at Dec. 31, 2021				$ 1,172,511	$ 65,000				$ 4,582,478,925	$ (162,976,442)	$ (8,143,807)					$ 4,412,596,187
Ending Balances (in shares) at Dec. 31, 2021				1,205,016,211	65,000,000

CONSOLIDATED STATEMENTS OF CASH

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Cash Flows from operating activities
Net Loss	$ (159,620,159)	$ (1,195,920)
Net loss from discontinued operations		(537,401)
Net loss from continuing operations	(159,620,159)	(658,519)
Adjustments to reconcile net income to cash used in operating activites
Depreciation and amortization	1,157,355	53,192
Foreign Exchange		8,624
Loss on disposal of property, plant and equipment		(46)
Gain on disposal of discontinued assets and liabilities	(347,223)	0
Increase/Decrease related to
Inventories	55,759
Trade and other receivables	(427,130,986)	229,250
Prepayments	(241,148,308)
Trade and other payables	704,288,373	(33,848)
Deferred income	(131,695,978)
Value added tax	(9,899,473)
Taxes payable	100,499,600
Net Cash used in operating activites	(163,841,040)	(401,347)
Net cash used in discontinued operations		(545,119)
Net cash used in operating activities	(163,841,040)	(946,466)
Cash flows from investing activities
Acquisition of property, plant and equipment	(405,107)	(51,000)
Proceeds from disosal of property, plant and equipment		112
Acquisition of intangibles	(573,915)
Net Cash used in investing activities	(979,022)	(50,888)
Net cash used in discontinued operations		(109,182)
Net Cash used in investing activities	(979,022)	(160,070)
Cash flows from financing activities
Issuance of stock for services	297,000,000
Payments on notes payable	(208,033)
Repayment of advance from director		(49,733)
Advance from director		88,464
Buyout of non-controlling interest	171,059
Net Cash provided by financing activities	298,217,065	255,651
Net cash provided by discontinued operations		13,857
Net Cash provided by financing activities	298,217,065	269,508
Translation Adjustment	5,041,909	(34,273)
Net change in cash and cash equivalents	128,355,094	(871,301)
Cash and cash equivalents, beginning of the year	12,511	883,812
Cash and cash equivalents, end of the period	$ 128,367,605	12,511
Supplemental Cash flow information
Cash paid for period for: Interest		231,065
Non-cash disclosures
Stock issued for acquisition	4,083,360,000
Stock issued for services	$ 408,501,000
Employees
Cash flows from financing activities
Issuance of stock for services	17,641,000
Directors and Officers
Cash flows from financing activities
Issuance of stock for services	203,000,000
Outside Parties
Cash flows from financing activities
Issuance of stock for services	76,500,000
Class A Common shares
Cash flows from financing activities
Issuance of Stock at acquisition	1,048,039	$ 216,920
Class B Common Shares
Cash flows from financing activities
Issuance of Stock at acquisition	$ 65,000

Description of Business and Bas

Description of Business and Basis of Presentation	12 Months Ended
Description of Business and Basis of Presentation	Dec. 31, 2021
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation	(1) Description of Business and Basis of Presentation Description of Business As of December 31, 2021, 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. 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 our members until fulfilment. The platform also facilitates trade financing, ensuring that banks 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 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 Basis of Presentation Our results of operations for the year ended December 31, 2021 are not necessarily indicative of results that ultimately may be achieved for 2022. In addition, inasmuch as we discontinued our prior business in its entirety, our consolidated results only reflect the operations of our current business since August 15, 2021, the date we acquired Tingo Mobile. The Impact of COVID-19

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
Significant Accounting Policies	Dec. 31, 2021
Significant Accounting Policies
Significant Accounting Policies	(2) Significant Accounting Policies The following is a summary of significant accounting policies followed by the Company in the preparation of our financial statements: Use of Estimates —The preparation of financial statements 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 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 during the fourth quarter of 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. 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. 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. Distributable Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of December 31, 2020 and 2021 are as follows: December 31, 2021 December 31, 2020 Net Profit(loss) for year $ (159,620,159) $ (497,299) Discontinued operations (3,356,283) (537,401) Accumulated deficit (2,321,583) Accumulated Surplus (deficit) $ (162,976,442) $ (3,356,283) Accounts Receivable 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 balance written off. Impairment of Long-Lived Assets Income Taxes 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 December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. For the year ended December 31, 2021, the Company issued shares of Class a common stock valued at $297.0 million in exchange for services provided by employees, directors, officers and outside parties. As part of this issuance, our parent company Tingo, Inc. recorded a net operating loss on an unconsolidated basis of $297.0 million. The reconciliation of income tax benefit at the U.S. statutory rate of 25.0% for the period ended December 31, 2021 and 21% for the year ended December 31, 2020, respectively, to the Company’s effective tax rate is as follows: December 31, 2021 December 31, 2020 Income Tax Benefit $ 74,285,250 $ 145,403 Change in Valuation Allowance $ (74,285,250) (145,403) Current Tax $ — $ — The tax effects of temporary differences that give rise to the Company’s net deferred tax assets for the period ended December 31, 2021 and 2020 are as follows: Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 74,285,250 487,316 Valuation Allowance (74,285,250) (487,316) Net Deferred Tax Assets $ — $ — Regarding executive compensation in shares of the Company’s Class A common stock, certain of the amounts classified as compensation expense and any income tax benefit related thereto may be disallowed pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), the Company has approximately $297.0 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 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 Prepayments Deferred Income 36 months Leased Assets or contains a lease at inception of the contract. 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 the commencement date, the Company 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 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. 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. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. 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 has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. 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

Discontinued Operations

Discontinued Operations	12 Months Ended
Discontinued Operations	Dec. 31, 2021
Discontinued Operations
Discontinued Operations	(3) Discontinued Operations Prior to the acquisition of Tingo Mobile on August 15, 2021, the Company was headquartered in Thailand and its principal business consisted of technology consulting. This business was discontinued following the acquisition of Tingo Mobile, and we expect that ongoing costs and expenses related to winding down and discontinuing the Company’s prior business will be immaterial. On June 4, 2021, Marvelous ERA Limited, a company incorporated in the British Virgin Islands and a wholly owned subsidiary of the Company, completed the sales of 35,000 shares, representing 70% of the issued and outstanding shares of OBON BVI to Panas Jirawattananunt, an individual and resident of Thailand for a total of $20,000, pursuant to a Share Purchase Agreement dated May 28, 2021. The Company considers May 31, 2021 as the disposal effective date since the operational and management control over OBON BVI was shifted from Marvelous ERA to the Purchaser on May 31, 2021. As of May 31, 2021, operations of OBON BVI and its VIE OBON Thailand to be disposed of were reported as discontinued operations. Accordingly, assets, liabilities, revenues, expenses and cash flows related to OBON BVI and its VIE OBON Thailand have been reclassified in the consolidated financial statements as discontinued operations for all periods presented. The following table presents the components of discontinued operations reported in the consolidated balance sheets: As of December 31, 2020 Cash and cash equivalents $ 11,498 Prepayments and deposits 163,558 Accounts receivable 5,685 Other receivables 13,570 Deposits paid for acquisition of property, plant and equipment 319,787 Property, plant and equipment, net 105,313 Long-live asset subtotal 105,313 Assets of discontinued operations 619,411 Classified as: — Current 194,311 — Non-current 425,100 Accruals and Other payables $ 60,015 Short-term loan 854,318 Bank overdrafts 13,739 Amounts due to directors 44,872 Liabilities of discontinued operations 972,944 Classified as: — Current 972,944 — Non-current — The following table presents the components of discontinued operations reported in the consolidated statements of comprehensive loss: For the year ended December 31, 2021 2020 Revenue $ 945 $ 5,095 Cost of revenue (850) (1,628) General and administrative expenses (92,047) (271,096) Finance cost (105,878) (257,079) Other income (expense) (48,720) (12,943) Gain on disposal of subsidiary 347,223 — Profit (Loss) before provision of income taxes 100,673 (537,401) Income tax expense — — Profit (Loss) from discontinued operations, net of income taxes $ 100,673 $ (537,401) The following table summarizes the net liabilities of OBON BVI and OBON Thailand at the date of disposal (May 31, 2021): Cash and cash equivalents $ 13,145 Prepayments and deposits 102,152 Accounts receivable 6,296 Other receivables 12,826 Deposits paid for acquisition of property, plant and equipment 299,439 Property, plant and equipment, net 89,306 Accruals and Other payables (189,388) Short-term loan (832,573) Bank overdrafts (13,470) Amount due to Enigma BVI (216,666) Amounts due to directors (48,234) Net liabilities of OBON BVI upon disposal (777,167) 70 % Interests in net liabilities of OBON BVI being disposed of (544,017) Waiver of amount due to Enigma BVI (216,666) Net consideration received 19,872 Gain on disposal of subsidiary $ 347,223

Revenue Recognition

Revenue Recognition	12 Months Ended
Revenue Recognition	Dec. 31, 2021
Revenue Recognition
Revenue Recognition	(4) 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: 1. Identification of the promised goods in the contract; 2. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; 3. Measurement of the transaction price, including the constraint on variable consideration; 4. Allocation of the transaction price to the performance obligations; and 5. 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, the Company’s performance obligations are transferred to customers at a point in time, typically upon delivery. Revenue comprises of the fair value for smart phone devices, services and financial technology solutions.We offer service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts have fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). Sources The Company has the following revenue sources: ● Mobile Leasing – customers enter a three-year contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy is to create and Accounts Receivable for the full value of the contract and a matched Deferred Income credit under Liabilities for the same value. The company recognizes such release to revenue on a monthly basis. ● Call and Data Services – our customers use call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time. ● NWASSA services – this is our Agri-Fintech platform powered by the smartphones leased on a three-year term above, known as ‘device as a service’. Revenue is recognized based on fixed percentage of the value of the transaction on the following basis when transactions are executed as follows: ● Agri- Marketplace – percentage of the value of produce trade on NWASSA ● Mobile 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) – fixed referral fee as completed

Foreign Currency Translation

Foreign Currency Translation	12 Months Ended
Foreign Currency Translation	Dec. 31, 2021
Foreign Currency Translation
Foreign Currency Translation	(5) Foreign Currency Translation Functional and presentation currency The exchange rate used for conversion is: December 31, December 31, 2021 2020 Balance Sheet: Nigerian Naira 412.99 379.5 Thai Bhat 33.33 30.02 Profit and Loss : Nigerian Naira 396.46 379.5 Thai Bhat 32.01 31.307 Foreign currency transactions

Inventory

Inventory	12 Months Ended
Inventory	Dec. 31, 2021
Inventory
Inventory	(6) Inventory Inventory on hand consisted of the following: December 31, 2021 December 31, 2020 Spare parts 129,823 — Total Inventory 129,823 —

Accounts and Other Receivables

Accounts and Other Receivables	12 Months Ended
Accounts and Other Receivables	Dec. 31, 2021
Accounts and Other Receivables
Accounts and Other Receivables	(7) Accounts and Other Receivables $ $ December 31, 2021 December 31, 2020 Trade and other receivable gross 1,400,958,916 151,236 Allowance for expected credit loss (42,065) — 1,400,916,851 151,236 Directors current account 289 — 1,400,917,140 151,236 Accounts Receivable— 3 million subscribers for this service as of 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 refection 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 $99,247 relating to our receivables in 2021. The allowance for credit loss for the year ended December 31, 2021 was $ 42,065 . 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. 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 to collect monthly receivables due over the 36-month contract. Prepayments December 31, 2021 December 31, 2020 Due within one year $ 409,434,667 $ 186 Over one year: One to two years 409,434,667 — Over two years 166,029,336 — Total Prepayments $ 984,898,669 $ 186 Prepayments - current portion $ 409,434,667 186 Prepayments - non-current portion 575,464,002 — Total Prepayments $ 984,898,669 $ 186

Property, Plant & Equipment

Property, Plant & Equipment	12 Months Ended
Property, Plant & Equipment	Dec. 31, 2021
Property, Plant & Equipment
Property, Plant & Equipment	(8) Property, Plant & Equipment MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — 55,455,578 ADDITIONS — — — — — — 191,316,838 207,968,849 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) — (21,092,324) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,103 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — 18,413,234 CHARGED FOR THE YEAR — 1,654,988 31,493 10,817 9,820 10,753 — 1,717,871 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (878,009) — (1,543,118) December 31, 2021 — 8,264,459 126,507 41,444 62,662 10,092,916 — 18,587,988 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 32,059 121,133 14,030 31,469 — 37,042,344 December 31,2021 8,794,695 23,510,165 81,202 18,565 3,480 19,169 191,316,838 223,744,115 The fixed assets table above refers to the Tingo Mobile business as consolidated into Tingo Inc. for the year ended December 31, 2021. As at December 31, 2020, the Property, Plant and Equipment net book value was $428,106 (included discontinued operations (Note (3), the breakdown as noted below: December 31, 2020 Office and computer equipment $ 130,052 Leasehold improvements 51,000 Deposits for Property, plant and equipment 319,787 Total Costs 503,793 Less: Accumulated depreciation (75,687) Net Property, Plant and Equpment $ 428,106 Property, plant and equipment are carried at historical value and depreciated over their useful life. All property and equipment with a cost 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, software, furniture and equipment, which are depreciated on a straight-line basis over their expected useful lives. Estimated useful lives (years) Buildings 20 Motor Vehicles 5 Furniture & Fittings 5 Project in Progress — Office Equipment 5 Plant & Machinery 4 Site Installations 20 Site Installations relates to the capitalization of the Company’s investment in rural fibre network and equipment . Previously, it was classified as Work in Progress and the works were completed as as 31 December 2021. Depreciation on these assets will commence from 1 January 2022. The Total depreciation charge for 2021 is as follows: 12 months to December 31, 2021 - $ 1,717,871

Goodwill, Intangible Assets and

Goodwill, Intangible Assets and Work-in- Progress	12 Months Ended
Goodwill, Intangible Assets and Work-in- Progress	Dec. 31, 2021
Goodwill, Intangible Assets and Work-in- Progress
Goodwill, Intangible Assets and Work-in- Progress	(9) Goodwill, Intangible Assets and Work-in- Progress Goodwill Capitalized Acquisition Costs Intangible Assets 5 $1,187,042 Cost As at 1 January, 2021 6,193,507 Additions — Forex translation difference (495,912) As at 31 December, 2021 5,697,995 Amortization As at 1 January, 2021 3,138,446 Charge for the year 1,187,042 Forex translation difference (298,817) As at 31 December, 2021 4,026,671 Carrying Amount 1,670,924 Work -in-Progress $ January 1, 2021 207,968,849 Additions Transfer to Capitalization – Site Installations (191,316,838) Forex translation difference (16,652,011) Closing balance - December 31, 2021 —

Liquidity and Financing Arrange

Liquidity and Financing Arrangements	12 Months Ended
Liquidity and Financing Arrangements	Dec. 31, 2021
Liquidity and Financing Arrangements
Liquidity and Financing Arrangements	(10) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents Short-term Loans

Current and Non-Current Liabili

Current and Non-Current Liabilities	12 Months Ended
Current and Non-Current Liabilities	Dec. 31, 2021
Current and Non-Current Liabilities
Current and Non-Current Liabilities	(11) Accounts Payable and Accruals December 31, 2021 December 31, 2020 Trade payable 754,709,170 — Audit fee payable — — Other Payables 126,994 10,751 754,836,164 10,751 Trade Payable Deferred Income 3 December 31, 2021 2020 Due within one year $ 492,269,333 $ — Over one year One to two years 492,269,333 — Over two years 198,653,466 — Total Deferred income $ 1,183,192,133 $ — Deferred income - current portion 492,269,333 — Deferred income - non-current portion 690,922,799 — Total Deferred income $ 1,183,192,133 $ — VAT December 31, 2021 2020 Due within one year S 38,190,992 S — Over one year One to two years 38,190,992 — Over two years 15,411,833 — Total Value added tax $ 91,793,818 $ — Value added tax - current portion 38,190,992 — Value added tax - non-current portion 53,602,826 — Total Value added tax $ 91,793,818 $ —

Taxation and Deferred Tax

Taxation and Deferred Tax	12 Months Ended
Taxation and Deferred Tax	Dec. 31, 2021
Taxation and Deferred Tax
Taxation and Deferred Tax	( Taxation and Deferred Tax The provision for income tax consists of the following components at December 31, 2021 and 2020: December 31, 2021 2020 Income tax $ 65,395,835 $ — Current Tax $ 65,395,835 $ — The significant components of our tax liabilities as of December 31, 2021 and 2020, are summarized below: December 31, 2021 2020 Current Tax Liabilities Beginning of period $ 110,544,689 $ — Charge for the period 65,395,835 — 175,940,524 — Paid during the period (63,452,780) — Forex translation difference (11,881,392) — Total Current Tax Liabilites $ 100,606,352 $ — The significant components of our deferred tax liabilities as of December 31, 2021, 2020, and 2019 are summarized below: December 31, 2021 2020 Deferred Tax Beginning of period $ 1,368,923 $ — Change for the period 1,082,175 — Forex translation difference (280,059) — Total Deferred Tax Liabilities $ 2,171,039 $ —

Subsequent Events

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events
Subsequent Events	(13) Subsequent Events Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting there were no subsequent events.

Significant Accounting Polici_2

Significant Accounting Policies (Policies)	12 Months Ended
Significant Accounting Policies (Policies)	Dec. 31, 2021
Significant Accounting Policies
Use of Estimates	Use of Estimates —The preparation of financial statements 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 could differ from those estimates.
Earnings Per Share	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 during the fourth quarter of 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation.
Classes of Common Stock	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. 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.
Distributable Earnings	Distributable Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of December 31, 2020 and 2021 are as follows: December 31, 2021 December 31, 2020 Net Profit(loss) for year $ (159,620,159) $ (497,299) Discontinued operations (3,356,283) (537,401) Accumulated deficit (2,321,583) Accumulated Surplus (deficit) $ (162,976,442) $ (3,356,283)
Accounts Receivable	Accounts Receivable 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 balance written off.
Impairment of Long-lived Assets	Impairment of Long-Lived Assets
Income Taxes	Income Taxes 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 December 31, 2021 and 2020, there were no uncertain tax positions that required accrual. For the year ended December 31, 2021, the Company issued shares of Class a common stock valued at $297.0 million in exchange for services provided by employees, directors, officers and outside parties. As part of this issuance, our parent company Tingo, Inc. recorded a net operating loss on an unconsolidated basis of $297.0 million. The reconciliation of income tax benefit at the U.S. statutory rate of 25.0% for the period ended December 31, 2021 and 21% for the year ended December 31, 2020, respectively, to the Company’s effective tax rate is as follows: December 31, 2021 December 31, 2020 Income Tax Benefit $ 74,285,250 $ 145,403 Change in Valuation Allowance $ (74,285,250) (145,403) Current Tax $ — $ — The tax effects of temporary differences that give rise to the Company’s net deferred tax assets for the period ended December 31, 2021 and 2020 are as follows: Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 74,285,250 487,316 Valuation Allowance (74,285,250) (487,316) Net Deferred Tax Assets $ — $ — Regarding executive compensation in shares of the Company’s Class A common stock, certain of the amounts classified as compensation expense and any income tax benefit related thereto may be disallowed pursuant to Section 162(m) of the Internal Revenue Code. Subject to any such disallowances pursuant to Code Section 162(m), the Company has approximately $297.0 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 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	Inventory
Prepayments	Prepayments
Deferred Income	Deferred Income 36 months
Leased Assets	Leased Assets or contains a lease at inception of the contract. 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 the commencement date, the Company 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 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. 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. The finance cost is the amount that produces a constant periodic rate of interest on the remaining balance of the lease liability. 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 has elected to account for short-term leases and leases of low-value assets using the practical expedients. These leases relate to residential houses for a year. 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	Accounting Pronouncements

Significant Accounting Polici_3

Significant Accounting Policies (Tables)	12 Months Ended
Significant Accounting Policies (Tables)	Dec. 31, 2021
Significant Accounting Policies
Schedule accumulated undistributed deficit	December 31, 2021 December 31, 2020 Net Profit(loss) for year $ (159,620,159) $ (497,299) Discontinued operations (3,356,283) (537,401) Accumulated deficit (2,321,583) Accumulated Surplus (deficit) $ (162,976,442) $ (3,356,283)
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate	December 31, 2021 December 31, 2020 Income Tax Benefit $ 74,285,250 $ 145,403 Change in Valuation Allowance $ (74,285,250) (145,403) Current Tax $ — $ —
Schedule of components of Company's net deferred tax assets	Deferred Tax Assets December 31, 2021 December 31, 2020 Beginning of period $ — $ — Net Operating Loss 74,285,250 487,316 Valuation Allowance (74,285,250) (487,316) Net Deferred Tax Assets $ — $ —

Discontinued Operations (Tables

Discontinued Operations (Tables)	12 Months Ended
Discontinued Operations (Tables)	Dec. 31, 2021
Discontinued Operations
Summary of components of discontinued operations reported in the consolidated balance sheets and consolidated statements of comprehensive loss	The following table presents the components of discontinued operations reported in the consolidated balance sheets: As of December 31, 2020 Cash and cash equivalents $ 11,498 Prepayments and deposits 163,558 Accounts receivable 5,685 Other receivables 13,570 Deposits paid for acquisition of property, plant and equipment 319,787 Property, plant and equipment, net 105,313 Long-live asset subtotal 105,313 Assets of discontinued operations 619,411 Classified as: — Current 194,311 — Non-current 425,100 Accruals and Other payables $ 60,015 Short-term loan 854,318 Bank overdrafts 13,739 Amounts due to directors 44,872 Liabilities of discontinued operations 972,944 Classified as: — Current 972,944 — Non-current — The following table presents the components of discontinued operations reported in the consolidated statements of comprehensive loss: For the year ended December 31, 2021 2020 Revenue $ 945 $ 5,095 Cost of revenue (850) (1,628) General and administrative expenses (92,047) (271,096) Finance cost (105,878) (257,079) Other income (expense) (48,720) (12,943) Gain on disposal of subsidiary 347,223 — Profit (Loss) before provision of income taxes 100,673 (537,401) Income tax expense — — Profit (Loss) from discontinued operations, net of income taxes $ 100,673 $ (537,401)
Summary of net liabilities of OBON BVI and OBON Thailand at the date of disposal	The following table summarizes the net liabilities of OBON BVI and OBON Thailand at the date of disposal (May 31, 2021): Cash and cash equivalents $ 13,145 Prepayments and deposits 102,152 Accounts receivable 6,296 Other receivables 12,826 Deposits paid for acquisition of property, plant and equipment 299,439 Property, plant and equipment, net 89,306 Accruals and Other payables (189,388) Short-term loan (832,573) Bank overdrafts (13,470) Amount due to Enigma BVI (216,666) Amounts due to directors (48,234) Net liabilities of OBON BVI upon disposal (777,167) 70 % Interests in net liabilities of OBON BVI being disposed of (544,017) Waiver of amount due to Enigma BVI (216,666) Net consideration received 19,872 Gain on disposal of subsidiary $ 347,223

Foreign Currency Translation (T

Foreign Currency Translation (Tables)	12 Months Ended
Foreign Currency Translation (Tables)	Dec. 31, 2021
Foreign Currency Translation
Schedule of exchange rate	December 31, December 31, 2021 2020 Balance Sheet: Nigerian Naira 412.99 379.5 Thai Bhat 33.33 30.02 Profit and Loss : Nigerian Naira 396.46 379.5 Thai Bhat 32.01 31.307

Inventory (Tables )

Inventory (Tables )	12 Months Ended
Inventory (Tables )	Dec. 31, 2021
Inventory
Summary of inventory	December 31, 2021 December 31, 2020 Spare parts 129,823 — Total Inventory 129,823 —

Accounts and Other Receivables

Accounts and Other Receivables (Tables)	12 Months Ended
Accounts and Other Receivables (Tables)	Dec. 31, 2021
Accounts and Other Receivables
Summary of accounts and other receivables	$ $ December 31, 2021 December 31, 2020 Trade and other receivable gross 1,400,958,916 151,236 Allowance for expected credit loss (42,065) — 1,400,916,851 151,236 Directors current account 289 — 1,400,917,140 151,236
Schedule of Aging of the Prepayments balance	December 31, 2021 December 31, 2020 Due within one year $ 409,434,667 $ 186 Over one year: One to two years 409,434,667 — Over two years 166,029,336 — Total Prepayments $ 984,898,669 $ 186 Prepayments - current portion $ 409,434,667 186 Prepayments - non-current portion 575,464,002 — Total Prepayments $ 984,898,669 $ 186

Property, Plant & Equipment (Ta

Property, Plant & Equipment (Tables)	12 Months Ended
Property, Plant & Equipment (Tables)	Dec. 31, 2021
Property, Plant & Equipment
Schedule of property, plant and equipment, net	MOTOR FURNITURE & OFFICE PLANT & SITE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS Total $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — 55,455,578 ADDITIONS — — — — — — 191,316,838 207,968,849 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) — (21,092,324) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 242,332,103 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — 18,413,234 CHARGED FOR THE YEAR — 1,654,988 31,493 10,817 9,820 10,753 — 1,717,871 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (878,009) — (1,543,118) December 31, 2021 — 8,264,459 126,507 41,444 62,662 10,092,916 — 18,587,988 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 32,059 121,133 14,030 31,469 — 37,042,344 December 31,2021 8,794,695 23,510,165 81,202 18,565 3,480 19,169 191,316,838 223,744,115 December 31, 2020 Office and computer equipment $ 130,052 Leasehold improvements 51,000 Deposits for Property, plant and equipment 319,787 Total Costs 503,793 Less: Accumulated depreciation (75,687) Net Property, Plant and Equpment $ 428,106
Property Plant And Equipment Useful Life	Estimated useful lives (years) Buildings 20 Motor Vehicles 5 Furniture & Fittings 5 Project in Progress — Office Equipment 5 Plant & Machinery 4 Site Installations 20

Goodwill, Intangible Assets a_2

Goodwill, Intangible Assets and Work-in- Progress (Tables)	12 Months Ended
Goodwill, Intangible Assets and Work-in- Progress (Tables)	Dec. 31, 2021
Goodwill, Intangible Assets and Work-in- Progress
Summary of intangible Assets	Cost As at 1 January, 2021 6,193,507 Additions — Forex translation difference (495,912) As at 31 December, 2021 5,697,995 Amortization As at 1 January, 2021 3,138,446 Charge for the year 1,187,042 Forex translation difference (298,817) As at 31 December, 2021 4,026,671 Carrying Amount 1,670,924
Summary of work-in-progress	$ January 1, 2021 207,968,849 Additions Transfer to Capitalization – Site Installations (191,316,838) Forex translation difference (16,652,011) Closing balance - December 31, 2021 —

Current and Non-Current Liabi_2

Current and Non-Current Liabilities (Tables)	12 Months Ended
Current and Non-Current Liabilities (Tables)	Dec. 31, 2021
Current and Non-Current Liabilities
Summary of accounts payable and accruals	Accounts Payable and Accruals December 31, 2021 December 31, 2020 Trade payable 754,709,170 — Audit fee payable — — Other Payables 126,994 10,751 754,836,164 10,751
Summary of deferred income	December 31, 2021 2020 Due within one year $ 492,269,333 $ — Over one year One to two years 492,269,333 — Over two years 198,653,466 — Total Deferred income $ 1,183,192,133 $ — Deferred income - current portion 492,269,333 — Deferred income - non-current portion 690,922,799 — Total Deferred income $ 1,183,192,133 $ —
Summary of value added tax	December 31, 2021 2020 Due within one year S 38,190,992 S — Over one year One to two years 38,190,992 — Over two years 15,411,833 — Total Value added tax $ 91,793,818 $ — Value added tax - current portion 38,190,992 — Value added tax - non-current portion 53,602,826 — Total Value added tax $ 91,793,818 $ —

Taxation and Deferred Tax (Tabl

Taxation and Deferred Tax (Tables)	12 Months Ended
Taxation and Deferred Tax (Tables)	Dec. 31, 2021
Taxation and Deferred Tax
Summary of provision for income tax	December 31, 2021 2020 Income tax $ 65,395,835 $ — Current Tax $ 65,395,835 $ —
Summary of significant components of the tax liabilities	December 31, 2021 2020 Current Tax Liabilities Beginning of period $ 110,544,689 $ — Charge for the period 65,395,835 — 175,940,524 — Paid during the period (63,452,780) — Forex translation difference (11,881,392) — Total Current Tax Liabilites $ 100,606,352 $ —
Summary of significant components of the deferred tax liabilities	December 31, 2021 2020 Deferred Tax Beginning of period $ 1,368,923 $ — Change for the period 1,082,175 — Forex translation difference (280,059) — Total Deferred Tax Liabilities $ 2,171,039 $ —

Description of Business and B_2

Description of Business and Basis of Presentation (Details) $ in Millions	12 Months Ended
	Dec. 31, 2021USD ($)
Description of Business and Basis of Presentation
Number of subscribers using mobile phones and Nwassa payment platform	9.3

Significant Accounting Polici_4

Significant Accounting Policies - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Variable Interest Entity [Line Items]
Leasing term of mobile phones	3 years
Bad debt expense	$ 99,247
Operating Loss Carryforwards	297,000,000
Proceeds From Issuance Of Stock For Services	297,000,000
Operating Income (Loss) As A Part Of Issuance Of Shares	$ 297,000,000

Significant Accounting Polici_5

Significant Accounting Policies - Net loss per share of common stock (Details)	12 Months Ended
	Dec. 31, 2021USD ($)Vote	Dec. 31, 2020USD ($)
Net Profit(loss) for year	$ (159,620,159)	$ (658,519)
Discontinued operations	(3,356,283)	(537,401)
Accumulated deficit		(2,321,583)
Accumulated Surplus (deficit)	$ (162,976,442)	$ (3,356,283)
Class A Common shares
Number of classes of common stock \| Vote	1
Class B Common Shares
Number of votes per common stock \| Vote	10

Significant Accounting Polici_6

Significant Accounting Policies - Company's effective tax rate (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies
Statutory income tax rate	25.00%	21.00%
Income Tax Benefit	$ 74,285,250	$ 145,403
Change in Valuation Allowance	$ (74,285,250)	$ (145,403)

Significant Accounting Polici_7

Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Significant Accounting Policies
Net Operating Loss	$ 74,285,250	$ 487,316
Valuation Allowance	$ (74,285,250)	$ (487,316)

Significant Accounting Polici_8

Significant Accounting Policies - Leased Assets - (Details)	Dec. 31, 2021
Leasing term	3 years
Maximum \| Rental contracts for offices
Leasing term	10 years
Maximum \| Lease terms for office fixtures and equipment
Leasing term	10 years
Minimum \| Rental contracts for offices
Leasing term	1 year
Minimum \| Lease terms for office fixtures and equipment
Leasing term	1 year

Discontinued Operations (Detail

Discontinued Operations (Details) - Disposed by sale - OBON BVI	Jun. 04, 2021USD ($)shares
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of shares disposed \| shares	35,000
Percentage of issued and outstanding shares disposed	70.00%
Consideration from sale of shares \| $	$ 20,000

Discontinued Operations - Disco

Discontinued Operations - Discontinued Operations Reported In The Consolidated Balance Sheets (Details)	Dec. 31, 2020USD ($)
Components of discontinued operations reported in the consolidated balance sheets
Current assets of discontinued operations	$ 194,311
Non-current assets of discontinued operations	425,100
Classified as - Current	972,944
Disposed by sale \| OBON BVI and OBON Thailand
Components of discontinued operations reported in the consolidated balance sheets
Cash and cash equivalents	11,498
Prepayments and deposits	163,558
Accounts receivable	5,685
Other receivables	13,570
Deposits paid for acquisition of property, plant and equipment	319,787
Property, plant and equipment, net	105,313
Assets of discontinued operations	619,411
Current assets of discontinued operations	194,311
Non-current assets of discontinued operations	425,100
Accruals and Other payables	60,015
Short-term loan	854,318
Bank overdrafts	13,739
Amounts due to directors	44,872
Liabilities of discontinued operations	972,944
Classified as - Current	972,944
Classified as - Non-current	$ 0

Discontinued Operations - Conso

Discontinued Operations - Consolidated Statements Of Comprehensive Loss (Details) - OBON BVI and OBON Thailand - USD ($)	1 Months Ended	12 Months Ended
	May 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Gain on disposal of subsidiary	$ 347,223
Disposed by sale
Disposal Group, Including Discontinued Operation, Income Statement Disclosures [Abstract]
Revenue		$ 945	$ 5,095
Cost of revenue		(850)	(1,628)
General and administrative expenses		(92,047)	(271,096)
Finance cost		(105,878)	(257,079)
Other income (expense)		(48,720)	(12,943)
Gain on disposal of subsidiary		347,223
Profit (Loss) before provision of income taxes		100,673	(537,401)
Income tax expense		0	0
Profit (Loss) from discontinued operations, net of income taxes		$ 100,673	$ (537,401)

Discontinued Operations - Net L

Discontinued Operations - Net Liabilities (Details) - USD ($)	1 Months Ended
	May 31, 2021	Dec. 31, 2021	Dec. 31, 2020
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents		$ 128,367,605	$ 1,013
Property, plant and equipment, net		$ 223,744,115	3,006
Amount due to a director			$ (197,785)
OBON BVI and OBON Thailand
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Cash and cash equivalents	$ 13,145
Prepayments and deposits	102,152
Accounts receivable	6,296
Other receivables	12,826
Deposits paid for acquisition of property, plant and equipment	299,439
Property, plant and equipment, net	89,306
Accruals and Other payables	(189,388)
Short-term loan.	(832,573)
Bank overdrafts	(13,470)
Amount due to Enigma BVI	(216,666)
Amount due to a director	(48,234)
Net liabilities of OBON BVI upon disposal	$ (777,167)
Disposal Group, Including Discontinued Operation, Percentage of Issued and Outstanding Shares Disposed	70.00%
Interests in net liabilities of OBON BVI being disposed of	$ (544,017)
Waiver of amount due to Enigma BVI	(216,666)
Net consideration received	19,872
Gain on disposal of subsidiary	$ 347,223

Revenue Recognition (Details)

Revenue Recognition (Details)	Dec. 31, 2021
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	3 years
Mobile Leasing
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	3 years
NWASSA Services
Disaggregation of Revenue [Line Items]
Leasing term of mobile phones	3 years

Foreign Currency Translation (D

Foreign Currency Translation (Details)	12 Months Ended
Foreign Currency Translation (Details)	Dec. 31, 2021	Dec. 31, 2020
Nigeria, Nairas
Intercompany Foreign Currency Balance [Line Items]
Exchange rate used for conversion in balance sheet	412.99	379.5
Exchange rate used for conversion in profit and loss	396.46	379.5
Thai, Baht
Intercompany Foreign Currency Balance [Line Items]
Exchange rate used for conversion in balance sheet	33.33	30.02
Exchange rate used for conversion in profit and loss	32.01	31.307

Inventory (Details)

Inventory (Details)	Dec. 31, 2021USD ($)
Inventory
Spare parts	$ 129,823
Total inventory	$ 129,823

Accounts and Other Receivable_2

Accounts and Other Receivables (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounts and Other Receivables
Trade and other receivable gross	$ 1,400,958,916	$ 151,236
Allowance for expected credit loss	42,065	0
Financing Receivable, after Allowance for Credit Loss, Current	1,400,916,851	151,236
Directors current account	289	0
Accounts receivable	$ 1,400,917,140	$ 151,236

Accounts and Other Receivable_3

Accounts and Other Receivables - The aging of the Prepayments balance (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounts and Other Receivables
Lessee, Operating Lease, Term of Contract	3 years
Due within one year	$ 409,434,667	$ 186
Over one year:
One to two years	409,434,667
Over two years	166,029,336
Total Prepayments	984,898,669	186
Prepayments current and non current
Prepayments - current portion	409,434,667	186
Prepayments - non-current portion	575,464,002
Total Prepayments	$ 984,898,669	$ 186

Accounts and Other Receivable_4

Accounts and Other Receivables - Additional Information (Details)	12 Months Ended
	Dec. 31, 2021USD ($)	Dec. 31, 2020USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Leasing term	3 years
Number of subscribers using mobile phones and Nwassa payment platform	9,300,000
Bad debt expense	$ 99,247
Allowance for expected credit loss	$ 42,065	$ 0

Property, Plant & Equipment (De

Property, Plant & Equipment (Details) - USD ($)	12 Months Ended
Property, Plant & Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
COST
Balance at the beginning	$ 55,455,578
ADDITIONS	207,968,849
Forex translation difference	(21,092,324)
Balance at the end	242,332,103
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	18,413,234
CHARGED FOR THE YEAR	1,717,871
Forex translation difference	(1,543,118)
Balance at the end	18,587,988
NET BOOK VALUE	223,744,115	$ 37,042,344
LAND
COST
Balance at the beginning	9,560,176
ADDITIONS	0
Forex translation difference	(765,481)
Balance at the end	8,794,695
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
NET BOOK VALUE	8,794,695	9,560,176
BUILDING
COST
Balance at the beginning	34,540,253
ADDITIONS	0
Forex translation difference	(2,765,629)
Balance at the end	31,774,624
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	7,256,776
CHARGED FOR THE YEAR	1,654,988
Forex translation difference	(647,305)
Balance at the end	8,264,459
NET BOOK VALUE	23,510,165	27,283,477
MOTOR VEHICLES
COST
Balance at the beginning	225,788
ADDITIONS	0
Forex translation difference	(18,079)
Balance at the end	207,709
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	104,655
CHARGED FOR THE YEAR	31,493
Forex translation difference	(9,640)
Balance at the end	126,507
NET BOOK VALUE	81,202	32,059
FURNITURE & FITTINGS
COST
Balance at the beginning	65,232
ADDITIONS	0
Forex translation difference	(5,223)
Balance at the end	60,009
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	33,763
CHARGED FOR THE YEAR	10,817
Forex translation difference	(3,136)
Balance at the end	41,444
NET BOOK VALUE	18,565	121,133
Office and computer equipment
COST
Balance at the beginning	71,899
ADDITIONS	0
Forex translation difference	(5,757)
Balance at the end	66,142
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	57,869
CHARGED FOR THE YEAR	9,820
Forex translation difference	(5,027)
Balance at the end	62,662
NET BOOK VALUE	3,480	14,030
PLANT & MACHINERY
COST
Balance at the beginning	10,992,230
ADDITIONS	0
Forex translation difference	(880,145)
Balance at the end	10,112,085
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
Balance at the beginning	10,960,171
CHARGED FOR THE YEAR	10,753
Forex translation difference	(878,009)
Balance at the end	10,092,916
NET BOOK VALUE	19,169	$ 31,469
Site Installations
COST
ADDITIONS	191,316,838
Balance at the end	191,316,838
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment [Roll Forward]
NET BOOK VALUE	$ 191,316,838

Property, Plant & Equipment - E

Property, Plant & Equipment - Expected useful lives (Details)	12 Months Ended
	Dec. 31, 2021
BUILDING
Estimated useful lives (years)	20 years
MOTOR VEHICLES
Estimated useful lives (years)	5 years
FURNITURE & FITTINGS
Estimated useful lives (years)	5 years
Project in Progress
Estimated useful lives (years)	0 years
Office and computer equipment
Estimated useful lives (years)	5 years
PLANT & MACHINERY
Estimated useful lives (years)	4 years
Site Installations
Estimated useful lives (years)	20 years

Property, Plant & Equipment - N

Property, Plant & Equipment - Net Property, Plant and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Total Costs	$ 242,332,103	$ 55,455,578
Less: Accumulated depreciation	(18,587,988)	(18,413,234)
Net Property, Plant and Equipment		428,106
Discontinued operations
Total Costs		503,793
Less: Accumulated depreciation		(75,687)
Net Property, Plant and Equipment		428,106
Office and computer equipment
Total Costs	66,142	71,899
Less: Accumulated depreciation	$ (62,662)	(57,869)
Office and computer equipment \| Discontinued operations
Total Costs		130,052
Leasehold improvements \| Discontinued operations
Total Costs		51,000
Deposits for Property, plant and equipment \| Discontinued operations
Total Costs		$ 319,787

Property, Plant & Equipment - A

Property, Plant & Equipment - Additional Information (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Property, Plant & Equipment
Plant and Equipment net book value		$ 428,106
Property and equipment with a cost	$ 5,000
Depreciation charge	$ 1,717,871

Goodwill, Intangible Assets a_3

Goodwill, Intangible Assets and Work-in- Progress (Details)	Dec. 31, 2021shares
Tingo International Holdings Inc
Goodwill [Line Items]
Percentage of interest acquired	100.00%
Class A Common shares
Goodwill [Line Items]
Number of shares initially issued	100,000,000
Number of shares subsequently issued	928,000,000

Goodwill, Intangible Assets a_4

Goodwill, Intangible Assets and Work-in- Progress - Capital acquisition Cost (Details)	Dec. 31, 2021USD ($)
Goodwill, Intangible Assets and Work-in- Progress
Capitalized Acquisition Costs	$ 111,360,000

Goodwill, Intangible Assets a_5

Goodwill, Intangible Assets and Work-in- Progress - Intangible Assets (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill, Intangible Assets and Work-in- Progress
Amortization period	5 years
Capitalized costs incurred	$ 0
Amortization of intangible assets	$ 1,187,042	$ 145,021

Goodwill, Intangible Assets a_6

Goodwill, Intangible Assets and Work-in- Progress - Intangible Assets Additional (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Cost
At the beginning	$ 6,193,507
Forex translation difference	(495,912)
At the end	5,697,995	$ 6,193,507
Amortization
At the beginning	3,138,446
Charge for the year	1,187,042	145,021
Forex translation difference	(298,817)
At the end	4,026,671	$ 3,138,446
Carrying amount	$ 1,670,924

Goodwill, Intangible Assets a_7

Goodwill, Intangible Assets and Work-in- Progress - Additional (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Work in progress at the beginning	$ 207,968,849
Forex translation difference	(16,652,011)
Site Installations
Transfer to Capitalization - Site Installations	$ (191,316,838)

Liquidity and Financing Arran_2

Liquidity and Financing Arrangements (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Liquidity and Financing Arrangements
Cash and cash equivalents	$ 128,367,605	$ 1,013
Short term loans	$ 0	$ 854,318

Current and Non-Current Liabi_3

Current and Non-Current Liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Accounts Payable and Accruals
Trade payable	$ 754,709,170	$ 0
Other Payables	126,994	10,751
Accounts Payable and accruals	$ 754,836,164	$ 10,751

Current and Non-Current Liabi_4

Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020
Current and Non-Current Liabilities
Leasing term	3 years
Deferred Income
Due within one year	$ 492,269,333
Over one year
One to two years	492,269,333
Over two years	198,653,466
Total Deferred income	1,183,192,133	$ 0
Deferred income - current portion	492,269,333
Deferred income - non-current portion	690,922,799
Total Deferred income	$ 1,183,192,133	$ 0

Current and Non-Current Liabi_5

Current and Non-Current Liabilities - Mobile phone leasing contracts (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Current and Non-Current Liabilities
VAT liability rate	7.50%
Due within one year	$ 38,190,992
Over one year
One to two years	38,190,992
Over two years	15,411,833
Total Value added tax	91,793,818
Value added tax - current portion	38,190,992
Value added tax - non-current portion	53,602,826
Total Value added tax	$ 91,793,818

Taxation and Deferred Tax (Deta

Taxation and Deferred Tax (Details)	12 Months Ended
Taxation and Deferred Tax (Details)	Dec. 31, 2021USD ($)
Provision for income tax
Income tax	$ 65,395,835
Current Tax	$ 65,395,835

Taxation and Deferred Tax - sig

Taxation and Deferred Tax - significant components of the tax liabilities (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Accrued Income Taxes
Beginning of period	$ 110,544,689
Charge for the period	65,395,835
Accrued Income Taxes And Current Year Taxes	175,940,524
Paid during the period	(63,452,780)
Forex translation difference	(11,881,392)
Total Current Tax Liabilites	$ 100,606,352

Taxation and Deferred Tax - s_2

Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details)	12 Months Ended
	Dec. 31, 2021USD ($)
Deferred Tax
Beginning of period	$ 1,368,923
Change for the period	1,082,175
Forex translation difference	(280,059)
Total Deferred Tax Liabilities	$ 2,171,039