Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 10, 2022 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2022 | |
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, $0.001 par value per share | |
Trading Symbol | IWBB | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,227,516,211 | |
Entity Central Index Key | 0001648365 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false | |
Entity Tax Identification Number | 83-0549737 | |
Entity Current Reporting Status | Yes |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 246,550,136 | $ 128,367,605 |
Accounts receivable, net | 386,037,551 | 364,308,399 |
Inventory | 129,823 | |
Total Current Assets | 632,587,687 | 492,805,827 |
Non-Current Assets | ||
Property, plant and equipment, net | 876,114,483 | 1,198,883,019 |
Intangible assets, net | 779,697 | 1,670,924 |
Total non-current assets | 876,894,180 | 1,200,553,943 |
Total Assets | 1,509,481,867 | 1,693,359,770 |
Current Liabilities | ||
Accounts payable and accruals | 3,593,659 | 755,885,193 |
Deferred income - current portion | 336,752,128 | 221,215,018 |
Value added tax - current portion | 26,515,899 | 17,162,192 |
Income tax payable | 144,295,342 | 100,606,352 |
Advances from related party | 85,574,855 | |
Note payable - short term | 3,659,945 | |
Total current liabilities | 600,391,827 | 1,094,868,755 |
Non-current liabilities | ||
Deferred Tax | 4,160,098 | 2,171,039 |
Total non- current liabilities | 4,160,098 | 2,171,039 |
Total Liabilities | 604,551,925 | 1,097,039,794 |
Stockholders' Equity | ||
Additional paid-in-capital | 419,181,135 | 330,703,635 |
Retained earnings | 612,007,343 | 416,095,565 |
Deferred stock compensation | (43,282,593) | (66,357,804) |
Translation reserve | (84,268,459) | (85,391,436) |
Total Stockholders' Equity | 904,929,942 | 596,319,976 |
Total Liabilities and Stockholders' Equity | 1,509,481,867 | 1,693,359,770 |
Common Class A [Member] | ||
Stockholders' Equity | ||
Common stock value | 1,227,516 | 1,205,016 |
Class B Common Shares | ||
Stockholders' Equity | ||
Common stock value | $ 65,000 | $ 65,000 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 2,250,000,000 | 2,250,000,000 |
Common Stock, Shares, Issued | 1,227,516,211 | 1,205,016,211 |
Common Stock, Shares, Outstanding | 1,227,516,211 | 1,205,016,211 |
Class B Common Shares | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 65,000,000 | 65,000,000 |
Common Stock, Shares, Outstanding | 65,000,000 | 65,000,000 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME | ||||
Revenues | $ 291,700,902 | $ 176,985,441 | $ 817,443,320 | $ 317,540,202 |
Cost of Sales | (22,881,851) | (2,241,861) | (28,374,179) | (6,630,971) |
Gross Profit | 268,819,051 | 174,743,580 | 789,069,141 | 310,909,231 |
Operating expenses | ||||
Payroll and related expenses | 13,465,678 | 781,710 | 53,036,574 | 2,191,994 |
Distribution expenses | 403,141 | 352,919 | 913,102 | 574,531 |
Professional fees | 764,536 | 111,660,000 | 69,255,362 | 112,260,000 |
Bank fees and charges | 300,877 | 286,072 | 1,297,297 | 513,342 |
Depreciation and amortization | 100,175,992 | 90,815,271 | 313,915,790 | 135,972,995 |
General and administrative expenses - other | 4,103,855 | 122,774 | 7,812,627 | 150,489 |
Bad debt expenses | 66,365 | 23,012 | 113,820 | 44,365 |
Total Operating Expenses | 119,280,444 | 204,041,758 | 446,344,572 | 251,707,716 |
Income (loss) from Operations | 149,538,607 | (29,298,178) | 342,724,569 | 59,201,515 |
Other Income (Expenses) | ||||
Other income (expense) | 666,446 | (243,128) | 990,525 | (2,752) |
Interest expense | (41,849) | (65,918) | ||
Total Other Income | 624,597 | (243,128) | 924,607 | (2,752) |
Income (loss) before tax | 150,163,204 | (29,541,306) | 343,649,176 | 59,198,763 |
Taxation | (59,454,259) | (15,141,810) | (147,737,398) | (54,548,065) |
Net Income (Loss) | 90,708,945 | (44,683,116) | 195,911,778 | 4,650,698 |
Other Comprehensive Income (loss) | ||||
Translation Adjustment | (31,187,311) | (2,555,063) | 1,122,977 | (33,935,739) |
Total Comprehensive Income (Loss) | $ 59,521,634 | $ (47,238,179) | $ 197,034,755 | $ (29,285,041) |
Earnings per share - Basic | $ 0.05 | $ (0.04) | $ 0.16 | $ (0.03) |
Earnings per share - Diluted | $ 0.05 | $ (0.04) | $ 0.16 | $ (0.03) |
Weighted Average number of common shares outstanding - Basic | 1,227,516,211 | 1,051,384,648 | 1,223,250,643 | 1,014,563,668 |
Weighted Average number of common shares outstanding - Diluted | 1,227,516,211 | 1,051,384,648 | 1,223,250,643 | 1,014,563,668 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common Stock Common Class A [Member] Employees | Common Stock Common Class A [Member] Consultants | Common Stock Common Class A [Member] | Common Stock Class B Common Shares | Additional Paid In Capital Employees | Additional Paid In Capital Consultants | Additional Paid In Capital | Deferred Stock Compensation Employees | Deferred Stock Compensation Consultants | Deferred Stock Compensation | Retained Earnings | Translation Reserve | Total |
Beginning Balances at Dec. 31, 2020 | $ 1,028,000 | $ 65,000 | $ 508,549 | $ 458,438,770 | $ (32,283,238) | $ 427,757,081 | |||||||
Beginning Balances (in shares) at Dec. 31, 2020 | 1,028,000,000 | 65,000,000 | |||||||||||
Net income (loss) | 4,650,698 | 4,650,698 | |||||||||||
Foreign Currency Translation Adjustment | (33,935,739) | (33,935,739) | |||||||||||
Issuance of shares for acquisition of IWEB | $ 7,801 | 3,207,635 | (3,316,865) | (93,472) | (194,901) | ||||||||
Issuance of shares for acquisition of IWEB (in shares) | 40,306,211 | ||||||||||||
Issuance of shares for services provided | $ 27,840 | 111,332,160 | 111,360,000 | ||||||||||
Issuance of shares for services provided (in shares) | 27,840,000 | ||||||||||||
Additional share issuances | $ 100,000 | 100,000 | |||||||||||
Additional share issuances (in shares) | 100,000,000 | ||||||||||||
Ending Balances at Sep. 30, 2021 | $ 1,163,641 | $ 65,000 | 115,048,344 | 459,772,603 | (66,312,449) | 509,737,139 | |||||||
Ending Balances (in shares) at Sep. 30, 2021 | 1,196,146,211 | 65,000,000 | |||||||||||
Beginning Balances at Jun. 30, 2021 | $ 1,028,000 | $ 65,000 | 508,549 | 507,772,584 | (63,663,914) | 445,710,219 | |||||||
Beginning Balances (in shares) at Jun. 30, 2021 | 1,028,000,000 | 65,000,000 | |||||||||||
Net income (loss) | (44,683,116) | (44,683,116) | |||||||||||
Foreign Currency Translation Adjustment | (2,555,063) | (2,555,063) | |||||||||||
Issuance of shares for acquisition of IWEB | $ 7,801 | 3,207,635 | (3,316,865) | (93,472) | (194,901) | ||||||||
Issuance of shares for acquisition of IWEB (in shares) | 40,306,211 | ||||||||||||
Issuance of shares for services provided | $ 27,840 | 111,332,160 | 111,360,000 | ||||||||||
Issuance of shares for services provided (in shares) | 27,840,000 | ||||||||||||
Additional share issuances | $ 100,000 | 100,000 | |||||||||||
Additional share issuances (in shares) | 100,000,000 | ||||||||||||
Ending Balances at Sep. 30, 2021 | $ 1,163,641 | $ 65,000 | 115,048,344 | 459,772,603 | (66,312,449) | 509,737,139 | |||||||
Ending Balances (in shares) at Sep. 30, 2021 | 1,196,146,211 | 65,000,000 | |||||||||||
Beginning Balances at Dec. 31, 2021 | $ 1,205,016 | $ 65,000 | 330,703,635 | $ (66,357,804) | 416,095,565 | (85,391,436) | 596,319,976 | ||||||
Beginning Balances (in shares) at Dec. 31, 2021 | 1,205,016,211 | 65,000,000 | |||||||||||
Net income (loss) | 195,911,778 | 195,911,778 | |||||||||||
Foreign Currency Translation Adjustment | 1,122,977 | 1,122,977 | |||||||||||
Issuance of shares for incentive compensation plan | $ 8,000 | $ 14,500 | $ 21,992,000 | $ 66,485,500 | $ (22,000,000) | $ (66,500,000) | |||||||
Issuance of shares for incentive compensation plan (in shares) | 8,000,000 | 14,500,000 | |||||||||||
Vesting of deferred stock compensation | 111,575,211 | 111,575,211 | |||||||||||
Ending Balances at Sep. 30, 2022 | $ 1,227,516 | $ 65,000 | 419,181,135 | (43,282,593) | 612,007,343 | (84,268,459) | 904,929,942 | ||||||
Ending Balances (in shares) at Sep. 30, 2022 | 1,227,516,211 | 65,000,000 | |||||||||||
Beginning Balances at Jun. 30, 2022 | $ 1,227,516 | $ 65,000 | 419,181,135 | (53,633,818) | 521,298,398 | (80,732,053) | 807,406,178 | ||||||
Beginning Balances (in shares) at Jun. 30, 2022 | 1,227,516,211 | 65,000,000 | |||||||||||
Net income (loss) | 90,708,945 | 90,708,945 | |||||||||||
Foreign Currency Translation Adjustment | (3,536,406) | (3,536,406) | |||||||||||
Vesting of deferred stock compensation | 10,351,225 | 10,351,225 | |||||||||||
Ending Balances at Sep. 30, 2022 | $ 1,227,516 | $ 65,000 | $ 419,181,135 | $ (43,282,593) | $ 612,007,343 | $ (84,268,459) | $ 904,929,942 | ||||||
Ending Balances (in shares) at Sep. 30, 2022 | 1,227,516,211 | 65,000,000 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Cash Flows from operating activities | ||
Net Income | $ 195,911,778 | $ 4,650,698 |
Adjustments to reconcile net income to cash provided by operating activities | ||
Depreciation and amortization | 313,915,790 | 135,972,995 |
Bad debt expense | 44,365 | |
Shares issued to outside parties | 66,500,000 | 111,360,000 |
Shares issued under employee incentive plan | 22,000,000 | |
Deferred compensation | 23,075,211 | |
Increase/Decrease related to | ||
Inventories | 129,823 | (194,509) |
Trade and other receivables | (21,729,152) | (1,172,531,430) |
Prepayments | (1,228,303,999) | |
Accounts payable and accruals | (752,291,536) | 2,110,223,470 |
Deferred income | 115,537,110 | |
Value added tax | 9,353,707 | |
Income tax payable | 45,678,049 | 51,774,614 |
Net Cash provided by operating activities | 18,080,781 | 28,353,001 |
Cash Flows from investing activities | ||
Acquisition of property, plant and equipment | (403,947) | |
Acquisition of IWEB | (194,901) | |
Acquisition of intangibles | (573,915) | |
Net Cash used in investing activities | (1,172,763) | |
Cash Flows from financing activities | ||
Proceeds from related party | 85,574,855 | |
Proceeds from notes payable | 3,659,945 | |
Net Cash provided by financing activities | 89,234,800 | |
Translation Adjustment | 10,866,950 | (30,017,453) |
Net change in cash and cash equivalents | 118,182,531 | (2,837,215) |
Cash and cash equivalents, beginning of the year | 128,367,605 | 28,202,869 |
Cash and cash equivalents, end of the period | 246,550,136 | 25,365,654 |
Supplemental Cash flow information | ||
Income taxes | 96,169,379 | |
Non-cash disclosures | ||
Stock issued for acquisition | 100,000 | |
Shares issued for services | $ 88,500,000 | $ 111,360,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | (1) Description of Business As of September 30, 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 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 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 Basis of Presentation Our results of operations for the quarter and nine months ended September 30, 2022 are not necessarily indicative of results that ultimately may be achieved for the remainder of 2022. |
Entry Into Restated Merger Agre
Entry Into Restated Merger Agreement with MICT, Inc. | 9 Months Ended |
Sep. 30, 2022 | |
Entry Into Restated Merger Agreement with MICT, Inc. | |
Entry Into Merger Agreement with MICT, Inc. | (2) On October 6, 2022, the Company, MICT, Inc. (“MICT”), and representatives 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 – 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 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. |
Change in Accounting Treatment
Change in Accounting Treatment | 9 Months Ended |
Sep. 30, 2022 | |
Change in Accounting Treatment | |
Change in Accounting Treatment | (3) 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, the Company reviewed and considered its accounting treatment of its acquisition of Tingo Mobile on August 15, 2021. Based on this review, the Company elected to modify its accounting treatment of the acquisition of Tingo Mobile 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. Accordingly, the financial statements included herein have been prepared in accordance with reverse acquisition accounting rules, which therefore include the consolidated operating results of Tingo Mobile for the full periods presented, rather than using forward acquisition accounting. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | (4) Reverse Acquisition Accounting —We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements include the results of Tingo Mobile for the periods indicated in this Report. 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 quarter and nine months ended September 30, 2022 pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. Share-Based Compensation Compensation-Stock Compensation 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 retained earnings) on the Consolidated Balance Sheet as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Net Income (Loss) for period $ 195,911,778 $ (39,026,340) Acquisition of Company’s Former Business (IWeb) — (3,316,865) Retained earnings 416,095,565 458,538,770 Retained Earnings $ 612,007,343 $ 416,095,565 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 September 30, 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 nine months and year ended September 30, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows: September 30, 2022 Percent December 31, 2021 Percent Federal statutory rates $ 27,893,803 25.0 % $ 65,199,716 25.0 % Valuation allowance against net deferred tax assets (27,893,803) (25.0) % (65,199,716) (25.0) % 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 and year ended September 30, 2022 and December 31, 2021, respectively, are as follows: September 30, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss Carryforward 93,093,519 65,199,716 Valuation Allowance (93,093,519) (65,199,716) Net Deferred Tax Assets $ — $ — In our Consolidated Statements of Comprehensive Income, we have deducted taxes payable in connection with our 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, 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 September 30, 2022, the Company has approximately $93.0 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 NOLs 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 Operating Segments Segment Reporting Based on the provisions of ASC 280, we have evaluated our 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 3 Leased Assets Measurement and Recognition of Leases as a Lessee At the commencement date, we measure 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 on a straight-line basis over the lease term. Accounting Pronouncements 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 |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | (5) 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 nine 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 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 The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the nine months ended September 30, 2022: Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding, January 1, 2022 36,950,833 $ 1.80 Shares Granted 22,500,000 $ 3.93 Shares Vested 37,447,214 $ 3.71 Shares Forfeited — — Unvested shares outstanding, September 30, 2022 22,003,619 $ 1.97 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition | |
Revenue Recognition | (6) 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 we expect to receive in exchange for those goods. We apply the following five-step model in order to determine this amount: 1. 2. 3. 4. 5. We only apply 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. We recognize 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, our performance obligations for phone leasing are recognized over time, while our obligations for agri-fintech services, which are usage based, are transferred to customers at a point in time, typically upon delivery. 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 liabilities until remitted to the relevant government authority. Our revenue is principally comprised of lease payments for smart phone devices, and fees for services and financial technology solutions. From time to time, we also sell mobile phones in one-off bulk transactions. We offer service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. All mobile leasing contracts have fixed terms. Sources The Company has the following principal revenue sources: ● Mobile Leasing 12-month 36 months ● Call and Data Services ● Nwassa services ● ● ● ● ● |
Foreign Currency Translation
Foreign Currency Translation | 9 Months Ended |
Sep. 30, 2022 | |
Foreign Currency Translation | |
Foreign Currency Translation | (7) Functional and presentation currency The exchange rate used for conversion is: September 30, December 31, 2022 2021 Balance Sheet: Nigerian Naira 432.37 412.99 Profit and Loss : Nigerian Naira 422.68 396.46 Foreign currency transactions |
Inventory
Inventory | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Inventory | (8) Inventory on hand consisted of the following: September 30, 2022 December 31, 2021 Spare parts $ — $ 129,823 Total Inventory $ — $ 129,823 |
Accounts and Other Receivables
Accounts and Other Receivables | 9 Months Ended |
Sep. 30, 2022 | |
Accounts and Other Receivables | |
Accounts and Other Receivables | (9) Accounts and Other Receivables September 30, 2022 December 31, 2021 Trade and other receivable gross $ 386,104,187 $ 364,350,175 Allowance for expected credit loss (66,636) (42,065) 386,037,551 364,308,110 Directors current account — 289 Total accounts and other receivables $ 386,037,551 $ 364,308,399 Accounts Receivable— 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 $66,365 during the quarter ended September 30, 2022 and $113,820 for the nine months ended September 30, 2022. The allowance for credit loss for the nine months ended September 30, 2022 was $66,636 and was $42,065 for the year ended December 31, 2021. We also offer certain of our customers the option to purchase some of our 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 September 30, 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 9.3 million 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 12-month contract. |
Property, Plant & Equipment
Property, Plant & Equipment | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant & Equipment | |
Property, Plant & Equipment | (10) Property, Plant & Equipment 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 1,461,743,324 ADDITIONS — — — — — — — — — Forex translation difference (394,203) (1,424,225) (9,310) (2,690) (2,965) (453,251) (8,575,341) — (10,861,985) September 30, 2022 8,758,008 31,642,075 206,844 59,759 65,866 10,069,903 190,518,762 1,219,411,221 1,450,881,339 DEPRECIATION December 31, 2021 — 8,246,459 126,507 41,444 62,662 10,074,916 — 244,290,317 262,860,305 CHARGED FOR THE YEAR — 1,164,262 19,698 4,732 1,667 6,588 14,019,815 297,864,011 313,080,743 Forex translation difference — (396,527) (6,112) (1,963) (2,847) (452,540) (314,203) — (1,174,192) September 30, 2022 — 9,032,164 140,093 44,213 61,482 9,628,964 13,705,612 542,154,328 574,766,856 NET BOOK VALUE December 31, 2021 8,794,695 23,510,165 81,202 18,565 3,480 37,169 191,316,839 975,120,904 1,198,883,019 September 30, 2022 8,400,492 21,318,235 58,306 13,106 1,695 29,870 169,035,886 677,256,893 876,114,483 The fixed assets table above refers to the Tingo Mobile business as consolidated into Tingo, Inc. for the nine months and year ended September 30, 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 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, 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 Office Equipment 5 Plant & Machinery 4 Mobile Devices 3 Site Installations 4 Site Installations relates to the capitalization of the Company’s investment in rural fiber network and equipment. Depreciation on these assets commenced from January 1, 2022. Mobile devices are assets that are leased on 12 month contracts to the subscriber base linked to two major farmers’ cooperatives in Nigeria. We estimate the useful life of these devices to be 3 years. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Intangible Assets. | (11) Intangible Assets Intangible Assets 5 Cost As of January 1, 2022 $ 6,193,507 Additions — Forex translation difference (277,610) As of September 30, 2022 5,915,897 Amortization As of January 1, 2022 4,026,671 Charge for the period 835,047 Forex translation difference 274,482 As of September 30, 2022 5,136,200 Carrying Amount as of September 30, 2022 $ 779,697 |
Liquidity and Financing Arrange
Liquidity and Financing Arrangements | 9 Months Ended |
Sep. 30, 2022 | |
Liquidity and Financing Arrangements | |
Liquidity and Financing Arrangements | (12) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents |
Current and Non-Current Liabili
Current and Non-Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Current and Non-Current Liabilities | |
Current and Non-Current Liabilities | (13) Current and Non-Current Liabilities Accounts Payable and Accruals September 30, 2022 December 31, 2021 Trade payables $ 596,352 $ 754,709,169 Accrued compensation 2,935,389 1,049,030 Accrued interest 61,918 — Other payables — 126,994 Total Accounts Payable and Accruals $ 3,593,659 $ 755,885,193 Trade Payables Deferred Income September 30, 2022 December 31, 2021 Due within one year $ 336,752,128 $ 221,215,018 Over one year — — Total Deferred income 336,752,128 221,215,018 Deferred income - current portion 336,752,128 221,215,018 Deferred income - non-current portion — — Total Deferred income $ 336,752,128 $ 221,215,018 VAT September 30, 2022 December 31, 2021 Due within one year $ 26,515,899 $ 17,162,192 Over one year — — Total Value added tax 26,515,899 17,162,192 Value added tax - current portion 26,515,899 17,162,192 Value added tax - non-current portion — — Total Value added tax $ 26,515,899 $ 17,162,192 |
Notes and Loans Payable
Notes and Loans Payable | 9 Months Ended |
Sep. 30, 2022 | |
Notes and Loans Payable | |
Notes and Loans Payable | (14) Notes and Loans Payable On October 6, 2022, in connection with the Restated Merger Agreement described in Note (2) above, we issued a Senior Promissory Note (“Note”) to MICT in the original principal amount of $ 23,700,000 , bearing interest at 5 % per annum, and maturing on the first to occur of (i) May 10, 2024, or (ii) thirty days from the date of termination of the Restated Merger Agreement. This Note superseded and replaced a previous promissory note issued to MICT on July 28, 2022 in the original principal amount of $ 3,500,000 . Interest expense and interest accrued on the Note for the quarter ended September 30, 2022 was $ 42,192 and $ 61,918 , respectively. We also borrowed $49,945 from a third party during the second quarter of 2022, which amount is payable on demand. This loan was repaid subsequent to the end of the third quarter of 2022. From time to time to facilitate the operation of our Company, we will continue to procure short- and long-term loans of various amounts and maturities. |
Taxation and Deferred Tax
Taxation and Deferred Tax | 9 Months Ended |
Sep. 30, 2022 | |
Taxation and Deferred Tax | |
Taxation and Deferred Tax | ( The provision for income tax consists of the following components for the nine months ended September 30, 2022 and 2021: September 30, 2022 September 30, 2021 Income tax (1) $ 138,503,810 $ 51,138,811 Education tax 9,233,588 3,409,254 Current Tax $ 147,737,398 $ 54,548,065 (1) Tax provision is based on pre-tax income of Tingo Mobile on a stand-alone basis for the period indicated. The significant components of the tax liabilities as of September 30, 2022 and December 2021 are summarized below: Current Tax Liabilities September 30, 2022 December 31, 2021 Beginning of period $ 100,606,352 $ 67,601,594 Charge for the period (1) 147,737,398 104,802,090 248,282,418 172,403,684 Paid during the period (96,169,379) (62,946,048) Forex translation difference (7,817,697) (8,851,284) Total Current Tax Liabilites $ 144,295,342 $ 100,606,352 (1) Tax liability is based on pre-tax income of Tingo Mobile on a stand-alone basis for the period indicated. The significant components of the deferred tax liabilities as of September 30, 2022 and December 31, 2021 are summarized below: Deferred Tax September 30, 2022 December 31, 2021 Beginning of period $ 2,171,039 $ 2,360,004 Change for the period — — Forex translation difference 1,989,059 (188,965) Total Deferred Tax Liabilities $ 4,160,098 $ 2,171,039 |
Related-Party Transactions and
Related-Party Transactions and Agreements | 9 Months Ended |
Sep. 30, 2022 | |
Related-Party Transactions and Agreements | |
Related-Party Transactions and Agreements | (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. During the quarter ended June 30, 2022, we received an advance of $89.2 million from affiliates of our founder and CEO, Dozy Mmobuosi, to satisfy short-term capital needs of Tingo Mobile, our wholly-owned operating subsidiary. As of September 30, 2022, the balance on this advance was $85.6 million. We expect to repay some or all of this advance later in 2022. |
Legal Proceedings
Legal Proceedings | 9 Months Ended |
Sep. 30, 2022 | |
Legal Proceedings | |
Legal Proceedings | (17) Legal Proceedings On May 23, 2022, ClearThink Capital LLC, a Florida limited liability company claiming to be an investment banking firm (“ClearThink”), filed a complaint against the Company alleging a breach by Tingo of a purported non-circumvention agreement and an alleged obligation to pay ClearThink an investment banking fee in connection with the planned merger of the Company with a wholly-owned subsidiary of MICT, Inc. The lawsuit seeks relief for breach of contract, a breach of the covenant of good faith and fair dealing, and unjust enrichment, and also seeks declaratory relief, injunctive relief, and an award of costs, attorneys’ fees, and expenses. We believe that this lawsuit, and the allegations included therein, are without merit, particularly in view of the fact that ClearThink and its Managing Director, Craig Marshak, failed to disclose to Tingo their lack of a required broker-dealer license, or that Robert S. Brown, the Chief Executive Officer of ClearThink, was subject to an Order from the SEC suspending him from practicing before the Commission. While the outcome of the lawsuit cannot at this time be predicted with certainty, we do not expect that the proceeding will have a material effect upon Tingo’s financial condition or results of operations. From time to time, the Company is a party to certain other 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. |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events | |
Subsequent Events | (18) Subsequent Events Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent events: Entry into Second Amended and Restated Merger Agreement Entry Into Restated Merger Agreement with MICT Amendment of Purchaser Loan Notes and Loans Payable Filing of Information Statement Agreement with AFAN |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Reverse Acquisition Accounting | Reverse Acquisition Accounting —We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile. Accordingly, the consolidated financial statements include the results of Tingo Mobile for the periods indicated in this Report. |
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 in 2021, in accordance with ASC 260, Earnings Per Share , the unvested shares of restricted stock awarded in the quarter and nine months ended September 30, 2022 pursuant to our equity compensation plans are participating securities and, therefore, are included in the basic earnings per share calculation. |
Share-Based Compensation | Share-Based Compensation Compensation-Stock Compensation |
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 retained earnings) on the Consolidated Balance Sheet as of September 30, 2022 and December 31, 2021 are as follows: September 30, 2022 December 31, 2021 Net Income (Loss) for period $ 195,911,778 $ (39,026,340) Acquisition of Company’s Former Business (IWeb) — (3,316,865) Retained earnings 416,095,565 458,538,770 Retained Earnings $ 612,007,343 $ 416,095,565 |
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 September 30, 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 nine months and year ended September 30, 2022 and December 31, 2021, respectively, to the Company’s effective tax rate is as follows: September 30, 2022 Percent December 31, 2021 Percent Federal statutory rates $ 27,893,803 25.0 % $ 65,199,716 25.0 % Valuation allowance against net deferred tax assets (27,893,803) (25.0) % (65,199,716) (25.0) % 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 and year ended September 30, 2022 and December 31, 2021, respectively, are as follows: September 30, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss Carryforward 93,093,519 65,199,716 Valuation Allowance (93,093,519) (65,199,716) Net Deferred Tax Assets $ — $ — In our Consolidated Statements of Comprehensive Income, we have deducted taxes payable in connection with our 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, 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 September 30, 2022, the Company has approximately $93.0 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 NOLs 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 |
Operating Segments | Operating Segments Segment Reporting Based on the provisions of ASC 280, we have evaluated our 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 | Deferred Income 3 |
Leased Assets | Leased Assets Measurement and Recognition of Leases as a Lessee At the commencement date, we measure 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 on a straight-line basis over the lease term. |
Accounting Pronouncements | Accounting Pronouncements 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 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Significant Accounting Policies | |
Summary accumulated undistributed deficit | September 30, 2022 December 31, 2021 Net Income (Loss) for period $ 195,911,778 $ (39,026,340) Acquisition of Company’s Former Business (IWeb) — (3,316,865) Retained earnings 416,095,565 458,538,770 Retained Earnings $ 612,007,343 $ 416,095,565 |
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate | September 30, 2022 Percent December 31, 2021 Percent Federal statutory rates $ 27,893,803 25.0 % $ 65,199,716 25.0 % Valuation allowance against net deferred tax assets (27,893,803) (25.0) % (65,199,716) (25.0) % Effective rate $ — 0.00 % $ — 0.00 % |
Summary of components of Company's net deferred tax assets | September 30, 2022 December 31, 2021 Beginning of period $ — $ — Net Operating Loss Carryforward 93,093,519 65,199,716 Valuation Allowance (93,093,519) (65,199,716) Net Deferred Tax Assets $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-Based Compensation | |
Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plan | Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding, January 1, 2022 36,950,833 $ 1.80 Shares Granted 22,500,000 $ 3.93 Shares Vested 37,447,214 $ 3.71 Shares Forfeited — — Unvested shares outstanding, September 30, 2022 22,003,619 $ 1.97 |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Foreign Currency Translation | |
Summary of exchange rate | September 30, December 31, 2022 2021 Balance Sheet: Nigerian Naira 432.37 412.99 Profit and Loss : Nigerian Naira 422.68 396.46 |
Inventory (Tables)
Inventory (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory | |
Summary of inventory | September 30, 2022 December 31, 2021 Spare parts $ — $ 129,823 Total Inventory $ — $ 129,823 |
Accounts and Other Receivables
Accounts and Other Receivables (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounts and Other Receivables | |
Summary of accounts and other receivables | September 30, 2022 December 31, 2021 Trade and other receivable gross $ 386,104,187 $ 364,350,175 Allowance for expected credit loss (66,636) (42,065) 386,037,551 364,308,110 Directors current account — 289 Total accounts and other receivables $ 386,037,551 $ 364,308,399 |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant & Equipment | |
Summary of property, plant and equipment, net | 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 1,461,743,324 ADDITIONS — — — — — — — — — Forex translation difference (394,203) (1,424,225) (9,310) (2,690) (2,965) (453,251) (8,575,341) — (10,861,985) September 30, 2022 8,758,008 31,642,075 206,844 59,759 65,866 10,069,903 190,518,762 1,219,411,221 1,450,881,339 DEPRECIATION December 31, 2021 — 8,246,459 126,507 41,444 62,662 10,074,916 — 244,290,317 262,860,305 CHARGED FOR THE YEAR — 1,164,262 19,698 4,732 1,667 6,588 14,019,815 297,864,011 313,080,743 Forex translation difference — (396,527) (6,112) (1,963) (2,847) (452,540) (314,203) — (1,174,192) September 30, 2022 — 9,032,164 140,093 44,213 61,482 9,628,964 13,705,612 542,154,328 574,766,856 NET BOOK VALUE December 31, 2021 8,794,695 23,510,165 81,202 18,565 3,480 37,169 191,316,839 975,120,904 1,198,883,019 September 30, 2022 8,400,492 21,318,235 58,306 13,106 1,695 29,870 169,035,886 677,256,893 876,114,483 |
Summary of property plant and equipment useful life | Estimated useful lives (years) Buildings 20 Motor Vehicles 5 Furniture & Fittings 5 Office Equipment 5 Plant & Machinery 4 Mobile Devices 3 Site Installations 4 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Intangible Assets | |
Summary of intangible assets | Cost As of January 1, 2022 $ 6,193,507 Additions — Forex translation difference (277,610) As of September 30, 2022 5,915,897 Amortization As of January 1, 2022 4,026,671 Charge for the period 835,047 Forex translation difference 274,482 As of September 30, 2022 5,136,200 Carrying Amount as of September 30, 2022 $ 779,697 |
Current and Non-Current Liabi_2
Current and Non-Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Current and Non-Current Liabilities | |
Summary of accounts payable and accruals | Accounts Payable and Accruals September 30, 2022 December 31, 2021 Trade payables $ 596,352 $ 754,709,169 Accrued compensation 2,935,389 1,049,030 Accrued interest 61,918 — Other payables — 126,994 Total Accounts Payable and Accruals $ 3,593,659 $ 755,885,193 |
Summary of deferred income | September 30, 2022 December 31, 2021 Due within one year $ 336,752,128 $ 221,215,018 Over one year — — Total Deferred income 336,752,128 221,215,018 Deferred income - current portion 336,752,128 221,215,018 Deferred income - non-current portion — — Total Deferred income $ 336,752,128 $ 221,215,018 |
Summary of value added tax | September 30, 2022 December 31, 2021 Due within one year $ 26,515,899 $ 17,162,192 Over one year — — Total Value added tax 26,515,899 17,162,192 Value added tax - current portion 26,515,899 17,162,192 Value added tax - non-current portion — — Total Value added tax $ 26,515,899 $ 17,162,192 |
Taxation and Deferred Tax (Tabl
Taxation and Deferred Tax (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Taxation and Deferred Tax | |
Summary of provision for income tax | September 30, 2022 September 30, 2021 Income tax (1) $ 138,503,810 $ 51,138,811 Education tax 9,233,588 3,409,254 Current Tax $ 147,737,398 $ 54,548,065 |
Summary of significant components of the tax liabilities | Current Tax Liabilities September 30, 2022 December 31, 2021 Beginning of period $ 100,606,352 $ 67,601,594 Charge for the period (1) 147,737,398 104,802,090 248,282,418 172,403,684 Paid during the period (96,169,379) (62,946,048) Forex translation difference (7,817,697) (8,851,284) Total Current Tax Liabilites $ 144,295,342 $ 100,606,352 |
Summary of significant components of the deferred tax liabilities | Deferred Tax September 30, 2022 December 31, 2021 Beginning of period $ 2,171,039 $ 2,360,004 Change for the period — — Forex translation difference 1,989,059 (188,965) Total Deferred Tax Liabilities $ 4,160,098 $ 2,171,039 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - customer customer in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Description of Business and Basis of Presentation | ||
Number of subscribers using mobile phones and Nwassa payment platform | 9.3 | 9.3 |
Number of subscribers using mobile phones and Nwassa payment platform | 9.3 | 9.3 |
Entry Into Restated Merger Ag_2
Entry Into Restated Merger Agreement with MICT, Inc. (Details) - M I C T Inc | Oct. 06, 2022 |
Entry Into Restated Merger Agreement with MICT, Inc. | |
Percentage of outstanding shares issued as newly issued stock | 19.90% |
Percentage of interest held | 75% |
Significant Accounting Polici_4
Significant Accounting Policies (Details) | 9 Months Ended | ||
Sep. 30, 2022 USD ($) Vote segment | Sep. 30, 2021 USD ($) | Dec. 31, 2021 USD ($) | |
Significant Accounting Policies | |||
Leasing term of mobile phones | 12 months | ||
Operating loss carryforwards | $ 93,000,000 | ||
Number of reportable segments | segment | 1 | ||
Impairment of long-lived assets | $ 0 | $ 0 | |
Uncertain tax positions requiring accrual | $ 0 | $ 0 | |
Mobile Leasing | |||
Significant Accounting Policies | |||
Leasing term of mobile phones | 12 months | ||
Estimated useful life of leased asset | 3 years | ||
Class A Common Stock | |||
Significant Accounting Policies | |||
Number of classes of common stock | Vote | 1 | ||
Class B Common Stock | |||
Significant Accounting Policies | |||
Number of votes per common stock | Vote | 10 |
Significant Accounting Polici_5
Significant Accounting Policies - Net loss per share of common stock (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | ||
Net Income (Loss) for period | $ 195,911,778 | $ (39,026,340) |
Acquisition of Company's Former Business (IWeb) | (3,316,865) | |
Retained earnings | 416,095,565 | 458,538,770 |
Retained Earnings | $ 612,007,343 | $ 416,095,565 |
Significant Accounting Polici_6
Significant Accounting Policies - Company's effective tax rate (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | ||
Federal statutory rates | $ 27,893,803 | $ 65,199,716 |
Valuation allowance against net deferred tax assets | $ (27,893,803) | $ (65,199,716) |
Federal statutory rates (Percent) | 25% | 25% |
Valuation allowance against net deferred tax assets (Percent) | (25.00%) | (25.00%) |
Effective rate (Percent) | 0% | 0% |
Significant Accounting Polici_7
Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Significant Accounting Policies | ||
Net Operating Loss Carryforward | $ 93,093,519 | $ 65,199,716 |
Valuation Allowance | $ (93,093,519) | $ (65,199,716) |
Significant Accounting Polici_8
Significant Accounting Policies - Leased Assets (Details) | Sep. 30, 2022 |
Significant Accounting Policies | |
Leasing term | 12 months |
Maximum | Rental contracts for offices | |
Significant Accounting Policies | |
Leasing term | 10 years |
Maximum | Lease terms for office fixtures and equipment | |
Significant Accounting Policies | |
Leasing term | 10 years |
Minimum | Rental contracts for offices | |
Significant Accounting Policies | |
Leasing term | 1 year |
Minimum | Lease terms for office fixtures and equipment | |
Significant Accounting Policies | |
Leasing term | 1 year |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plans (Details) | 9 Months Ended |
Sep. 30, 2022 $ / shares shares | |
Number of Shares | |
Unvested shares outstanding, January 1, 2022 | shares | 36,950,833 |
Shares Granted | shares | 22,500,000 |
Shares Vested | shares | 37,447,214 |
Unvested shares outstanding, September 30, 2022 | shares | 22,003,619 |
Weighted Average Grant Date Fair Value | |
Unvested shares outstanding, January 1, 2022 | $ / shares | $ 1.80 |
Shares Granted | $ / shares | 3.93 |
Shares Vested | $ / shares | 3.71 |
Unvested shares outstanding, September 30, 2022 | $ / shares | $ 1.97 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |
Oct. 06, 2021 | Sep. 30, 2022 | Sep. 30, 2022 | |
Restricted Stock Units (RSUs) | |||
Share-Based Compensation | |||
Vesting period | 2 years | ||
Weighted average period over which expenses is expected to recognized | 1 year 1 month 6 days | ||
Total compensation expense to be recognized in future period | $ 43.3 | ||
Stock-based compensation expense and professional fees recorded | $ 10.4 | $ 111.6 | |
Equity incentive plan | |||
Share-Based Compensation | |||
Maximum number of common stock shares that are subject to granted under the incentive plan | 131,537,545 | ||
Equity incentive plan | Certain directors, executive officers, employees, and consultants | |||
Share-Based Compensation | |||
Maximum number of common stock shares that are subject to granted under the incentive plan | 131,370,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue Recognition | |
Leasing term of mobile phones | 12 months |
Mobile Leasing | |
Revenue Recognition | |
Leasing term of mobile phones | 12 months |
Estimated useful life of leased asset | 3 years |
Foreign Currency Translation (D
Foreign Currency Translation (Details) - Nigerian Naira | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Foreign Currency Translation | ||
Exchange rate used for conversion in balance sheet | 432.37 | 412.99 |
Exchange rate used for conversion in profit and loss | 422.68 | 396.46 |
Inventory (Details)
Inventory (Details) | Dec. 31, 2021 USD ($) |
Inventory | |
Spare parts | $ 129,823 |
Total Inventory | $ 129,823 |
Accounts and Other Receivable_2
Accounts and Other Receivables - Summary of Accounts and Other Receivables (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts and Other Receivables | ||
Trade and other receivable gross | $ 386,104,187 | $ 364,350,175 |
Allowance for expected credit loss | (66,636) | (42,065) |
Financing receivable, after Allowance for credit loss, current, total | 386,037,551 | 364,308,110 |
Directors current account | 289 | |
Total accounts and other receivables | $ 386,037,551 | $ 364,308,399 |
Accounts and Other Receivable_3
Accounts and Other Receivables (Details) customer in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) customer | Dec. 31, 2021 USD ($) customer | |
Accounts and Other Receivables | |||
Leasing term | 12 months | 12 months | |
Number of subscribers using mobile phones and Nwassa payment platform | customer | 9.3 | 9.3 | |
Bad debt expense | $ 66,365 | $ 113,820 | |
Allowance for expected credit loss | $ 66,636 | $ 66,636 | $ 42,065 |
Property, Plant & Equipment - S
Property, Plant & Equipment - Summary of Property, Plant and Equipment (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
COST | ||
Balance at the beginning | $ 1,461,743,324 | |
ADDITIONS | 0 | |
Forex translation difference | (10,861,985) | |
Balance at the end | 1,450,881,339 | |
DEPRECIATION | ||
Balance at the beginning | 262,860,305 | |
CHARGED FOR THE YEAR | 313,080,743 | |
Forex translation difference | (1,174,192) | |
Balance at the end | 574,766,856 | |
NET BOOK VALUE | 876,114,483 | $ 1,198,883,019 |
LAND | ||
COST | ||
Balance at the beginning | 8,794,695 | |
ADDITIONS | 0 | |
Forex translation difference | (394,203) | |
Balance at the end | 8,758,008 | |
DEPRECIATION | ||
Balance at the beginning | 0 | |
CHARGED FOR THE YEAR | 0 | |
Forex translation difference | 0 | |
Balance at the end | 0 | |
NET BOOK VALUE | 8,400,492 | 8,794,695 |
BUILDING | ||
COST | ||
Balance at the beginning | 31,774,624 | |
ADDITIONS | 0 | |
Forex translation difference | (1,424,225) | |
Balance at the end | 31,642,075 | |
DEPRECIATION | ||
Balance at the beginning | 8,246,459 | |
CHARGED FOR THE YEAR | 1,164,262 | |
Forex translation difference | (396,527) | |
Balance at the end | 9,032,164 | |
NET BOOK VALUE | 21,318,235 | 23,510,165 |
MOTOR VEHICLES | ||
COST | ||
Balance at the beginning | 207,709 | |
ADDITIONS | 0 | |
Forex translation difference | (9,310) | |
Balance at the end | 206,844 | |
DEPRECIATION | ||
Balance at the beginning | 126,507 | |
CHARGED FOR THE YEAR | 19,698 | |
Forex translation difference | (6,112) | |
Balance at the end | 140,093 | |
NET BOOK VALUE | 58,306 | 81,202 |
FURNITURE & FITTINGS | ||
COST | ||
Balance at the beginning | 60,009 | |
ADDITIONS | 0 | |
Forex translation difference | (2,690) | |
Balance at the end | 59,759 | |
DEPRECIATION | ||
Balance at the beginning | 41,444 | |
CHARGED FOR THE YEAR | 4,732 | |
Forex translation difference | (1,963) | |
Balance at the end | 44,213 | |
NET BOOK VALUE | 13,106 | 18,565 |
OFFICE EQUIPMENT | ||
COST | ||
Balance at the beginning | 66,142 | |
ADDITIONS | 0 | |
Forex translation difference | (2,965) | |
Balance at the end | 65,866 | |
DEPRECIATION | ||
Balance at the beginning | 62,662 | |
CHARGED FOR THE YEAR | 1,667 | |
Forex translation difference | (2,847) | |
Balance at the end | 61,482 | |
NET BOOK VALUE | 1,695 | 3,480 |
PLANT & MACHINERY | ||
COST | ||
Balance at the beginning | 10,112,085 | |
ADDITIONS | 0 | |
Forex translation difference | (453,251) | |
Balance at the end | 10,069,903 | |
DEPRECIATION | ||
Balance at the beginning | 10,074,916 | |
CHARGED FOR THE YEAR | 6,588 | |
Forex translation difference | (452,540) | |
Balance at the end | 9,628,964 | |
NET BOOK VALUE | 29,870 | 37,169 |
SITE INSTALLATIONS | ||
COST | ||
Balance at the beginning | 191,316,838 | |
ADDITIONS | 0 | |
Forex translation difference | (8,575,341) | |
Balance at the end | 190,518,762 | |
DEPRECIATION | ||
CHARGED FOR THE YEAR | 14,019,815 | |
Forex translation difference | (314,203) | |
Balance at the end | 13,705,612 | |
NET BOOK VALUE | 169,035,886 | 191,316,839 |
MOBILE DEVICES | ||
COST | ||
Balance at the beginning | 1,219,411,221 | |
ADDITIONS | 0 | |
Balance at the end | 1,219,411,221 | |
DEPRECIATION | ||
Balance at the beginning | 244,290,317 | |
CHARGED FOR THE YEAR | 297,864,011 | |
Balance at the end | 542,154,328 | |
NET BOOK VALUE | $ 677,256,893 | $ 975,120,904 |
Property, Plant & Equipment - E
Property, Plant & Equipment - Expected useful lives (Details) | 9 Months Ended |
Sep. 30, 2022 | |
Buildings | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 20 years |
Motor Vehicles | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 5 years |
Furniture & Fittings | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 5 years |
Office Equipment | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 5 years |
Plant & Machinery | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 4 years |
Mobile Devices | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 3 years |
Site Installations | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 4 years |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Property, Plant & Equipment | |
Property and equipment with a cost | $ 5,000 |
Leasing term of mobile phones | 12 months |
Mobile Leasing | |
Property, Plant & Equipment | |
Leasing term of mobile phones | 12 months |
Estimated useful life of leased asset | 3 years |
Intangible Assets (Details)
Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Intangible Assets | |
Amortization period | 5 years |
Capitalized costs incurred | $ 0 |
Amortization of intangible assets | $ 835,047 |
Intangible Assets - Summary of
Intangible Assets - Summary of Intangible Assets (Details) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Cost | |
At the beginning | $ 6,193,507 |
Forex translation difference | (277,610) |
At the end | 5,915,897 |
Amortization | |
At the beginning | 4,026,671 |
Charge for the period | 835,047 |
Forex translation difference | 274,482 |
At the end | 5,136,200 |
Carrying amount | $ 779,697 |
Liquidity and Financing Arran_2
Liquidity and Financing Arrangements (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Liquidity and Financing Arrangements | ||
Cash and cash equivalents | $ 246,550,136 | $ 128,367,605 |
Current and Non-Current Liabi_3
Current and Non-Current Liabilities (Details) - USD ($) | Sep. 30, 2022 | Dec. 31, 2021 |
Accounts Payable and Accruals | ||
Trade payable | $ 596,352 | $ 754,709,169 |
Accrued compensation | 2,935,389 | 1,049,030 |
Accrued interest | 61,918 | |
Other payables | 126,994 | |
Total Accounts Payable and Accruals | $ 3,593,659 | $ 755,885,193 |
Current and Non-Current Liabi_4
Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($) | Jul. 31, 2023 | Apr. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2021 |
Current and Non-Current Liabilities | ||||
Leasing term | 12 months | |||
Revenue | $ 0 | $ 0 | ||
Deferred Income | ||||
Due within one year | $ 336,752,128 | $ 221,215,018 | ||
Total Deferred income | 336,752,128 | 221,215,018 | ||
Deferred income - current portion | 336,752,128 | 221,215,018 | ||
Total Deferred income | $ 336,752,128 | $ 221,215,018 |
Current and Non-Current Liabi_5
Current and Non-Current Liabilities - Mobile phone leasing contracts (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2022 | Dec. 31, 2021 | |
Current and Non-Current Liabilities | ||
VAT liability rate | 7.50% | |
Due within one year | $ 26,515,899 | $ 17,162,192 |
Total Value added tax | 26,515,899 | 17,162,192 |
Value added tax - current portion | 26,515,899 | 17,162,192 |
Total Value added tax | $ 26,515,899 | $ 17,162,192 |
Notes and Loans Payable (Detail
Notes and Loans Payable (Details) - USD ($) | 3 Months Ended | |||||
Oct. 06, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Jul. 28, 2022 | May 13, 2022 | May 10, 2022 | |
Debt Instrument [Line Items] | ||||||
Maturity term based on number of days from the date of termination of Merger Agreement | 30 days | |||||
Interest expense | $ 42,192 | |||||
Interest accrued | $ 61,918 | |||||
Advances from related party | $ 49,945 | |||||
Senior Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 23,700,000 | $ 3,500,000 | ||||
Interest rate per annum | 5% | 5% | ||||
First Replacement Senior Promissory Note | ||||||
Debt Instrument [Line Items] | ||||||
Principal amount | $ 3,500,000 |
Taxation and Deferred Tax (Deta
Taxation and Deferred Tax (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Provision for income tax | |||||
Income tax | $ 138,503,810 | $ 51,138,811 | |||
Education tax | 9,233,588 | 3,409,254 | |||
Current Tax | $ 59,454,259 | $ 15,141,810 | $ 147,737,398 | $ 54,548,065 | $ 104,802,090 |
Taxation and Deferred Tax - sig
Taxation and Deferred Tax - significant components of the tax liabilities (Details) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accrued Income Taxes | |||||
Beginning of period | $ 100,606,352 | $ 67,601,594 | $ 67,601,594 | ||
Charge for the period | $ 59,454,259 | $ 15,141,810 | 147,737,398 | $ 54,548,065 | 104,802,090 |
Accrued income taxes and current year taxes | 248,282,418 | 248,282,418 | 172,403,684 | ||
Paid during the period | (96,169,379) | (62,946,048) | |||
Forex translation difference | (7,817,697) | (8,851,284) | |||
Total Current Tax Liabilities | $ 144,295,342 | $ 144,295,342 | $ 100,606,352 |
Taxation and Deferred Tax - s_2
Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details) - USD ($) | 9 Months Ended | 12 Months Ended |
Sep. 30, 2022 | Dec. 31, 2021 | |
Deferred Tax | ||
Beginning of period | $ 2,171,039 | $ 2,360,004 |
Forex translation difference | 1,989,059 | (188,965) |
Total Deferred Tax Liabilities | $ 4,160,098 | $ 2,171,039 |
Related-Party Transactions an_2
Related-Party Transactions and Agreements (Details) - USD ($) | 3 Months Ended | |
Jun. 30, 2022 | Sep. 30, 2022 | |
Related Party Transaction [Line Items] | ||
Advances | $ 85,574,855 | |
CEO Dozy Mmobuosi | ||
Related Party Transaction [Line Items] | ||
Advance of affiliates | $ 89,200,000 |
Subsequent Events (Details)
Subsequent Events (Details) | Oct. 20, 2022 USD ($) item | Oct. 06, 2022 USD ($) | May 13, 2022 | May 10, 2022 USD ($) |
Senior Promissory Note | ||||
Subsequent Events | ||||
Principal amount | $ 23,700,000 | $ 3,500,000 | ||
Interest rate per annum | 5% | 5% | ||
Subsequent event | ||||
Subsequent Events | ||||
Number of umbrella body commodities | item | 56 | |||
Number of subscribers | 20,000,000 | |||
Subsequent event | Senior Promissory Note | ||||
Subsequent Events | ||||
Principal amount | $ 23,700,000 | |||
Interest rate per annum | 5% |