Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 15, 2023 | Jun. 30, 2022 | |
Document and Entity Information | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2022 | ||
Document Transition Report | false | ||
Entity File Number | 333-205835 | ||
Entity Registrant Name | TINGO, INC. | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 83-0549737 | ||
Entity Address, Address Line One | 11650 South State Street | ||
Entity Address, Address Line Two | Suite 240 | ||
Entity Address, City or Town | Draper | ||
Entity Address, State or Province | UT | ||
Entity Address, Postal Zip Code | 84020 | ||
City Area Code | 385 | ||
Local Phone Number | 463-8168 | ||
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 Current Reporting Status | Yes | ||
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 | 1,227,516,211 | ||
Entity Central Index Key | 0001648365 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Year Focus | 2022 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Public Float | $ 237,239,649 | ||
Auditor Name | Gries & Associates, LLC | ||
Auditor Firm ID | 6778 | ||
Auditor Location | Denver, Colorado |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | 1 Months Ended | 2 Months Ended | 11 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Nov. 30, 2022 | |
Predecessor or Successor | Successor | Predecessor | Predecessor |
Current Assets | |||
Cash | $ 985 | $ 313,517,384 | $ 313,517,384 |
Accounts receivable, net | 266,780,088 | 266,780,088 | |
Inventory | 0 | ||
Prepayments | 118,007,512 | 118,007,512 | |
Loans and other receivables - related parties | 19,637,668 | ||
Total Current Assets | 19,638,653 | 698,304,983 | 698,304,983 |
Non-Current Assets | |||
Property, plant and equipment, net | 844,781,913 | 844,781,913 | |
Investment in securities | 1,215,241,000 | ||
Intangible assets, net | 583,165 | 583,165 | |
Total Non-Current Assets | 1,215,241,000 | 845,365,078 | 845,365,078 |
Total Assets | 1,234,879,653 | 1,543,670,061 | 1,543,670,061 |
Current Liabilities | |||
Accounts payable and accruals | 4,286,181 | 3,681,420 | 3,681,420 |
Deferred revenue | 0 | 246,718,170 | 246,718,170 |
Value added tax | 0 | 19,528,843 | 19,528,843 |
Advances from related party | 505,000 | 67,545,485 | 67,545,485 |
Notes payable | 23,749,945 | 23,749,945 | |
Notes payable - related parties | 23,749,945 | ||
Income tax payable | 173,315,658 | 173,315,658 | |
Total Current Liabilities | 28,541,126 | 534,539,521 | 534,539,521 |
Non-Current Liabilities | |||
Deferred Tax | 4,054,929 | 4,054,929 | |
Total non- current liabilities | 4,054,929 | 4,054,929 | |
Total Liabilities | 28,541,126 | 538,594,450 | 538,594,450 |
Stockholders' Equity | |||
Additional paid-in-capital | 419,181,135 | 419,181,135 | 419,181,135 |
Retained earnings | 867,348,554 | 674,191,786 | 674,191,786 |
Deferred stock compensation | (32,931,368) | (43,282,593) | (43,282,593) |
Translation reserve | (48,552,310) | (46,307,233) | (46,307,233) |
Total Stockholders' Equity | 1,206,338,527 | 1,005,075,610 | 1,005,075,610 |
Total Liabilities and Stockholders' Equity | 1,234,879,653 | 1,543,670,061 | 1,543,670,061 |
Class A common stock | |||
Stockholders' Equity | |||
Common stock value | 1,227,516 | 1,227,516 | 1,227,516 |
Class B common stock | |||
Stockholders' Equity | |||
Common stock value | $ 65,000 | $ 65,000 | $ 65,000 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Class A common stock | ||
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 stock | ||
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 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) - USD ($) | 1 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) | |||
Predecessor or Successor | Successor | Predecessor | Predecessor |
Revenues | $ 989,216,887 | $ 865,838,327 | |
Cost of Revenue | (30,027,300) | (284,179,088) | |
Gross Profit | 959,189,587 | 581,659,239 | |
Operating Expenses | |||
Payroll and related expenses | $ 10,395,228 | 55,529,436 | 72,990,188 |
Distribution expenses | 1,173,395 | 985,801 | |
Professional fees | 1,274,774 | 70,406,989 | 192,842,115 |
Bank fees and charges | 1,539,090 | 926,256 | |
Depreciation and amortization | 378,651,902 | 247,177,230 | |
General and administrative expenses - other | 595,799 | 13,294,239 | 1,278,898 |
Bad debt expense | 153,227 | 99,247 | |
Total Operating Expenses | 12,265,801 | 520,748,280 | 516,299,735 |
Income From Operations | (12,265,801) | 438,441,307 | 65,359,504 |
Other Income (Expense) | |||
Gain on sale of subsidiary | 203,279,860 | ||
Other income | 1,774,234 | 360,818 | |
Recovered debt | 55,428 | ||
Interest expense | (102,370) | (236,011) | |
Total Other Income | 203,177,490 | 1,538,223 | 416,246 |
Income Before Tax | 190,911,689 | 439,979,530 | 65,775,750 |
Taxation | (179,638,232) | (104,802,090) | |
Net Income (Loss) | 190,911,689 | 260,341,298 | (39,026,340) |
Other Comprehensive Income (Loss) | |||
Translation Adjustment | 39,084,203 | (53,108,198) | |
Total Comprehensive Income (Loss) | $ 190,911,689 | $ 299,425,501 | $ (92,134,538) |
Earnings per Share - Basic | $ 0.16 | $ 0.24 | $ (0.09) |
Earnings per Share - Diluted | $ 0.16 | ||
Weighted Average Number of Common Shares Outstanding - Basic | 1,227,516,211 | 1,224,029,684 | 1,071,260,595 |
Weighted Average Number of Common Shares Outstanding - Diluted | 1,227,516,211 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common stock Class A common stock Directors, officers and employees | Common stock Class A common stock Consultants | Common stock Class A common stock | Common stock Class B common stock | Additional Paid In Capital Directors, officers and employees | Additional Paid In Capital Consultants | Additional Paid In Capital | Deferred Stock Compensation Directors, officers and 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) for the year | (39,026,340) | (39,026,340) | |||||||||||
Issuance of shares for acquisition of IWeb (former business) | $ 40,306 | 3,175,130 | (3,316,865) | (93,472) | (194,901) | ||||||||
Issuance of shares for acquisition of IWeb (former business) (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 | ||||||||||||
Issuance of shares for incentive compensation plan - consultants | 61,850,000 | 47,020,000 | |||||||||||
Issuance of shares for incentive compensation plan - directors, officers and employees | $ 61,850 | $ 47,020 | $ 133,914,511 | $ 81,773,285 | $ (133,976,361) | $ (81,820,305) | |||||||
Vesting of deferred stock compensation | $ 149,438,862 | 149,438,862 | |||||||||||
Foreign currency translation adjustment | (53,014,726) | (53,014,726) | |||||||||||
Ending 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 | ||||||
Ending Balances (in shares) at Dec. 31, 2021 | 1,205,016,211 | 65,000,000 | |||||||||||
Net income (Loss) for the year | 260,341,298 | ||||||||||||
Issuance of shares for services provided | 88,500,000 | ||||||||||||
Ending Balances at Nov. 30, 2022 | 1,005,075,610 | ||||||||||||
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) for the year | 451,252,989 | 451,252,989 | |||||||||||
Issuance of shares for incentive compensation plan - consultants | 8,000,000 | 14,500,000 | |||||||||||
Issuance of shares for incentive compensation plan - directors, officers and employees | $ 8,000 | $ 14,500 | $ 21,992,000 | $ 66,485,500 | $ (22,000,000) | $ (666,500,000) | |||||||
Vesting of deferred stock compensation | 121,926,436 | 121,926,436 | |||||||||||
Foreign currency translation adjustment | 36,839,126 | 36,839,126 | |||||||||||
Ending Balances at Dec. 31, 2022 | $ 1,227,516 | $ 65,000 | 419,181,135 | (32,931,368) | 867,348,554 | (48,552,310) | 1,206,338,527 | ||||||
Ending Balances (in shares) at Dec. 31, 2022 | 1,227,516,211 | 65,000,000 | |||||||||||
Beginning Balances at Nov. 30, 2022 | 1,005,075,610 | ||||||||||||
Net income (Loss) for the year | 190,911,689 | ||||||||||||
Ending Balances at Dec. 31, 2022 | $ 1,227,516 | $ 65,000 | $ 419,181,135 | $ (32,931,368) | $ 867,348,554 | $ (48,552,310) | $ 1,206,338,527 | ||||||
Ending Balances (in shares) at Dec. 31, 2022 | 1,227,516,211 | 65,000,000 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | |
Cash Flows from operating activities | ||||||
Net Income (Loss) | $ 190,911,689 | $ 260,341,298 | $ 451,252,989 | $ (39,026,340) | ||
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities | ||||||
Depreciation and amortization | 378,651,902 | 247,177,230 | ||||
Bad debt expense | 153,227 | 99,247 | ||||
Stock issued for services | 88,500,000 | 111,360,000 | ||||
Deferred stock compensation | 10,351,225 | 23,075,211 | 149,438,862 | |||
Increase/decrease related to | ||||||
Inventories | 129,823 | (99,332) | ||||
Trade and other receivables | 97,528,311 | (122,453,864) | ||||
Prepayments and other current assets | (328,493,217) | (118,007,512) | ||||
Accounts payable and accruals | 604,761 | (752,203,773) | 755,844,278 | |||
Deferred revenue | 25,503,152 | 221,215,018 | ||||
Value added tax | 2,366,651 | (3,331,610) | ||||
Income tax payable | 74,593,196 | 32,815,793 | ||||
Net cash provided (used) in operating activities | (126,625,542) | 80,478,261 | 1,353,039,282 | |||
Cash flows from investing activities | ||||||
Acquisition of IWeb | (194,901) | |||||
Acquisition of assets | (1,219,815,168) | |||||
Acquisition of intangibles | (573,915) | |||||
Gain on sale of subsidiary | (203,279,860) | (203,279,860) | ||||
Net cash used in investing activities | (203,279,860) | (1,220,583,984) | ||||
Cash flows from financing activities | ||||||
Proceeds from notes payable - related parties | 23,749,945 | |||||
Advances from related party | 16,371,000 | 67,545,485 | ||||
Net cash provided by financing activities | 91,295,430 | |||||
Translation Adjustment | 18,002 | 13,376,089 | (32,290,562) | |||
Net change in cash and cash equivalents | (313,516,399) | 185,149,779 | 100,164,736 | |||
Cash and cash equivalents, beginning of period | 313,517,384 | $ 128,367,605 | 128,367,605 | 128,367,605 | 28,202,869 | |
Cash and cash equivalents, end of period | 985 | $ 313,517,384 | 313,517,384 | $ 985 | 128,367,605 | |
Supplemental cash flow information | ||||||
Cash paid for period for: Income taxes | $ 96,169,379 | 96,169,379 | 62,946,048 | |||
Non-cash disclosures | ||||||
Stock issued for services | $ 88,500,000 | $ 111,360,000 |
Description of Business and Bas
Description of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2022 | |
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 Sale of Tingo Mobile Prior to our sale of Tingo Mobile, the Company, together with its operating subsidiary, was an Agri-Fintech company offering a comprehensive platform service through use of smartphones – ‘device as a service’ (using GSM technology) to empower a marketplace to enable subscribers/farmers within and outside of the agricultural sector to manage their commercial activities of growing and selling their production to market participants both domestically and internationally. The ecosystem provides a ‘one-stop-shop’ solution to enable such subscribers to manage everything from airtime top ups, bill pay services for utilities and other service providers, access to insurance services and micro finance to support their value chain from ‘seed to sale’. As of December 1, 2022, the date of our sale of Tingo Mobile, we had approximately 9.3 million subscribers using our 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 markets in which they operate. Farm produce can be shipped from farms across Africa to any part of the world, in both retail and wholesale quantities. Nwassa’s payment gateway also has an escrow structure that creates trust between buyers and sellers. Tingo Mobile’s system provides real-time pricing, straight from the farms, eliminating middlemen. The customers of Tingo Mobile users pay for produce bought using available pricing on Tingo Mobile’s platform. Its platform is paperless, verified, and matched against a smart contract. Data is efficiently stored on the blockchain. Tingo Mobile’s platform has created an escrow solution that secures the buyer, funds are not released to its members until fulfilment. The platform also facilitates trade financing, ensuring that banks and other lenders compete to provide credit to its members. Basis of Presentation Our results of operations for the Predecessor Period ended November 30, 2022, or the year ended December 31, 2022 are not necessarily indicative of results that ultimately may be achieved for 2023. As a result of the sale of our operating business on December 1, 2022 as described in Note 2, Sale of Tingo Mobile ● “ Predecessor ” and “ Precedessor Period ” refers to the consolidated operations of the Company from January 1, 2021 through December 31, 2021, and from January 1, 2022 through November 30,2022; and ● “ Successor ” and “ Successor Period ” refers to the operations of the Company from December 1, 2022 through December 31, 2022. Our consolidated financial statements include our accounts and those of our wholly-owned subsidiaries, as applicable. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Due to the lack of comparability with historical financials for the Successor Period, our consolidated financial statements and related footnotes are presented with a “black line” division to emphasize the lack of comparability between amounts presented as of, and after, December 1, 2002 and amounts presented for all prior periods. |
Sale of Tingo Mobile
Sale of Tingo Mobile | 12 Months Ended |
Dec. 31, 2022 | |
Sale of Tingo Mobile | |
Sale of Tingo Mobile | (2) Overview. Consideration Received • Common and Preferred Stock • Undertaking to Pay Certain Liabilities of the Company Loans and Other Amounts Receivable Key Terms of Series A Preferred Stock Key Terms of Series B Preferred Stock Temporary Investment Company Status Balance Sheet Adjustments These adjustments, resulting from the change in nature of the Company’s business following the Merger, are not comparable to the combined financials for the eleven months ended November 30, 2022 and the year ended December 31, 2022 Transaction- Related Predecessor Adjustments Successor Assets Current Assets Cash $ 313,517,384 $ (312,568,727) $ 948,657 Accounts receivable, net 266,780,088 (266,780,088) — Prepayments 118,007,512 (118,007,512) — Total Current Assets 698,304,983 (697,356,326) 948,657 Non-Current Assets Property, plant and equipment, net 844,781,913 (844,781,913) — Intangible assets, net 583,165 (583,165) — Total non-current assets 845,365,078 (845,365,078) — Total Assets $ 1,543,670,061 $ (1,542,721,404) $ 948,657 Liabilities and Stockholders’ Equity Current Liabilities Accounts , trade payables and accruals $ 3,681,420 $ — $ 3,681,420 Deferred income 246,718,170 (246,718,170) — Value added tax 19,528,843 (19,528,843) — Advances from related party 67,545,485 (67,545,485) — Notes payable – related party 23,749,945 (15,884,000) 7,865,945 Income tax payable 173,315,658 (173,315,658) — Total current liabilities 534,539,521 (522,992,156) 11,547,365 Non-current liabilities Deferred Tax 4,054,929 (4,054,929) — Total non- current liabilities 4,054,929 (4,054,929) — Total Liabilities 538,594,450 (527,047,085) 11,547,365 Stockholders’ Equity Common stock - Class A 1,227,516 — 1,227,516 Common Stock - Class B 65,000 — 65,000 Additional paid-in-capital 419,181,135 — 419,181,135 Retained earnings 674,191,786 (1,015,674,319) (341,482,533) Deferred stock compensation (43,282,593) — (43,282,593) Translation reserve (46,307,233) — (46,307,233) Total Stockholders’ Equity 1,005,075,610 (1,015,674,319) (10,598,708) Total Liabilities and Stockholders’ Equity $ 1,543,670,061 $ (1,542,721,404) $ 948,657 |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Significant Accounting Policies | (3) Significant Accounting Policies The following is a summary of significant accounting policies followed by the Company in the preparation of our financial statements: Consolidation Audit and Accounting Guide for Investment Companies Valuation of Our Holdings in TIO Fair Value Measurement . • Level 1 • Level 2 • Level 3 Management Considerations . In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. In the case of Tingo, we assessed the nature of our holding of common and convertible Preferred Stock in TIO and considered certain factors which, in management’s view, made this holding a Level 2 asset, including the following: • the lack of institutional trading in TIO common stock; and • the conditions associated with conversion of the TIO Preferred Stock into TIO common stock. With respect to the last point above, we consider it significant that, should conversion of our Series B Preferred Stock not occur by June 30, 2023, we can require TIO to redeem these shares in exchange for (1) a cash payment obligation of $667 million or, in the alternative, (2) 35% ownership in TGH valued at $667 million, which imputes an underlying equity value of Tingo Mobile that is substantially higher than the TIO common and TIO Preferred stock on an as-converted basis. While we are considered a temporary investment company, we intend to adjust our net asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of private securities, if any, on a quarterly basis. Reverse Acquisition Accounting — We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile in 2021. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report. 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. Share-Based Compensation —We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation . Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. Classes of Common Stock —The Company has two classes of common stock. Each share of Class A common stock is entitled to one ( 1 ) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefor. Each share of Class B common stock is entitled to ten ( 10 ) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind. Retained Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of November 30, 2022 and December 31, 2022 and 2021 are as follows: Successor Period Predecessor Period For the Period For the Period December 1, 2022 January 1, 2022 For the Year through through Ended December 31, 2022 November 30, 2022 December 31, 2021 Net income (loss) for period 190,711,689 $ 451,252,989 $ (39,026,340) Acquisition of the Company (IWeb) — — (3,316,865) Retained Earnings - beginning of period 67,663,686 416,095,565 458,438,770 Retained Earnings 867,348,554 $ 867,348,554 $ 416,095,565 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, the end-user may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of November, 2022, all receivables were part of the sale of Tingo Mobile. 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. As of November 30, 2022, December 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual. The reconciliation of income tax benefit at the U.S. statutory rate of 25% for the period ended December 31, 2022 and 25% for the year ended December 31, 2021, respectively, to the Company’s effective tax rate is as follows: Year Ended December 31, 2022 Percent 2021 Percent Income tax benefit $ (30,481,609) 25.0 % $ (65,199,716) 25.0 % Valuation allowance against net deferred tax assets 30,481,609 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 for the periods ended December 31, 2022 and 2021 are as follows: Deferred Tax Assets December 31, 2022 December 31, 2021 Beginning of period $ — $ — Net operating loss 95,681,325 65,199,716 Valuation Allowance (95,681,325) (65,199,716) Net Deferred Tax Assets $ — $ — The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary, did not issue any dividends during the years ended December 31, 2022 and 2021. In our Consolidated Statements of Operations, 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), the Company has approximately $65.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled 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 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 Revenue Leased Assets Measurement and Recognition of Leases as a Lessee At the commencement date, Tingo Mobile measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that Tingo Mobile would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of Tingo Mobile. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance expenses. 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. Tingo Mobile 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 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Dec. 31, 2022 | |
Share-Based Compensation | |
Share-Based Compensation | (4) Share-Based Compensation On October 6, 2021, the Board 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, the Tingo Compensation Committee granted awards of restricted stock under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 108,870,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year Compensation—Stock Compensation vesting term. In connection with these awards, we recorded compensation expense of $121.9 million and $149.4 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, total compensation expense to be recognized in future periods is $32.9 million. The weighted average period over which this expense is expected to be recognized is 0.7 years. The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the year ended December 31, 2022: Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding as of January 1, 2022 36,950,833 $ 1.75 Shares granted 22,500,000 3.93 Shares vested 42,717,917 2.85 Shares forfeited — — Unvested shares outstanding as of December 31, 2022 16,732,916 $ 1.97 |
Revenue Recognition
Revenue Recognition | 12 Months Ended |
Dec. 31, 2022 | |
Revenue Recognition | |
Revenue Recognition | (5) Revenue Recognition Policy Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company or its subsidiary 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 with regard to its leasing contracts are satisfied over time, while other performance obligations are usage-based. Revenue comprises of the fair value of lease or purchase payments for our smartphone 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). We have elected to record revenue net of taxes collected from our customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority. Sources The Company has the following revenue sources: ● Mobile Leasing – Tingo Mobile's leasing customers enter a twelve month contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy is to recognize the lease obligations ratably during the contract term. We do not recognize a cost of sales associated with such lease payments. Instead, as the lessor of these devices, we depreciate the mobile devices ratably on a straight line basis over their useful life, which we estimate at 36 months. ● Call and Data Services – Tingo Mobile's 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 Tingo Mobile's Agri-Fintech platform powered by the smartphones leased on a twelve month term above, known as ‘device as a service’. Revenue is generally recognized based on a fixed percentage of the transaction value 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 While Tingo Mobile's Nwassa applications are integrated with its branded phones, each of the services are distinct and independent performance obligations. The range and quantity of services used are determined solely by the end-user. |
Foreign Currency Translation
Foreign Currency Translation | 12 Months Ended |
Dec. 31, 2022 | |
Foreign Currency Translation | |
Foreign Currency Translation | (6) Foreign Currency Translation Functional and presentation currency The exchange rate used for conversion is: November 30, December 31, 2022 2021 Balance Sheet: Nigerian Naira 443.58 412.99 Profit and Loss : Nigerian Naira 428.29 396.46 Foreign currency transactions |
Inventory
Inventory | 12 Months Ended |
Dec. 31, 2022 | |
Inventory | |
Inventory | (7) Inventory Inventory on hand consisted of $129,823 at December 31, 2021. We had no inventory on hand at December 31, 2022. |
Accounts Receivable
Accounts Receivable | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable. | |
Accounts Receivable | (8) Accounts Receivable Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Accounts receivable gross $ — $ 266,884,525 $ 364,350,175 Allowance for expected credit loss — (104,438) (42,065) — 266,780,088 364,308,110 Directors current account — — 289 Total Accounts Receivable, net $ — $ 266,780,088 $ 364,308,399 Accounts Receivable— From time to time, Tingo Mobile will offer its 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 November 30, 2022, all receivables on this arrangement were eliminated as part of the sale of Tingo Mobile. Tingo Mobile has a strong history of mobile leasing to its subscriber base in partnership with its farmers’ cooperatives. Unlike a typical mobile leasing business, we analyze credit risk on these cooperatives and not directly with Tingo Mobile’s 9.3 million subscribers. Tingo Mobile has a history of leasing to the same number of subscribers since 2017, and has 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, Tingo Mobile does not undertake direct credit risk with these 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 twelve month contract. Tingo Mobile’s agreement with its manufacturer does not include a renewal or termination feature once delivery of the devices has occurred and Tingo Mobile has approved the quality of the delivery and/or waived any such approval by failing to object to any nonconformity within 30 days of delivery. |
Loans and Other Receivables - R
Loans and Other Receivables - Related Parties | 12 Months Ended |
Dec. 31, 2022 | |
Loans and Other Receivables - Related Parties | |
Loans and Other Receivables - Related Parties | (9) Loans and Other Receivables – Related Parties There were no loans and other receivables due from related parties as of November 30, 2022. Loans and other receivables due from related parties consisted of the following as of December 31, 2022 and 2021: December 31, 2022 December 31, 2021 Due from related party $ 3,713,179 $ — Advances to related party 58,489 — Note receivable due from Tingo Mobile, dated October 15, 2022, interest at 5%, due on May 10, 2024 15,866,000 — Total loans and other receivables – related parties $ 19,637,668 $ — Amounts due from related party consist of obligations due under the terms of the Merger Agreement with TIO. Pursuant to the Merger Agreement, TIO agreed to assume and pay for various liabilities of the Company as of November 30, 2022. The balance was due and payable on December 31, 2022. The note receivable due from Tingo Mobile relates to sums provided to Tingo Mobile by the Company to acquire mobile devices in the fourth quarter of 2022, and was advanced to Tingo Mobile prior to its sale to TIO as described Under Note 2 – Sale of Tingo Mobile |
Investment in Securities
Investment in Securities | 12 Months Ended |
Dec. 31, 2022 | |
Investment in Securities | |
Investment in Securities | (10) Investment in Securities Investment in Securities |
Property, Plant & Equipment
Property, Plant & Equipment | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant & Equipment | |
Property, Plant & Equipment | (11) Property, Plant & Equipment Because we sold Tingo Mobile on December 1, 2022, property plant, and equipment as at December 31, 2022 was immaterial. Changes in cost, depreciation, and net book value during 2021 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & SITE MOBILE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS DEVICES Total $ $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — — 55,455,578 Additions — — — — — — 207,968,849 1,219,411,221 1,427,380,070 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) (16,652,011) — (21,092,325) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 1,219,411,221 1,461,743,323 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — — 18,413,234 Depreciation expense — 1,654,988 31,493 10,817 9,820 10,753 — 244,290,317 246,008,188 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (896,010) — — (1,561,118) December 31, 2021 — 8,264,459 126,508 41,444 62,662 10,092,914 — 244,290,317 262,860,304 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 121,133 31,469 14,030 32,059 — — 37,042,344 December 31,2021 8,794,695 23,510,165 81,201 18,565 3,480 37,171 191,316,838 975,120,904 1,198,883,019 As noted above, we recognize depreciation expense relating to our leased mobile phones on a straight-line basis over a 36-month period, which is the estimated useful life of the devices. 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. Property, plant and equipment are carried at historical value and depreciated over their expected useful lives, as follows Estimated useful lives (years) Buildings 20 Motor vehicles 5 Furniture & fittings 5 Office equipment 5 Plant & machinery 4 Mobile devices 3 Site installations 20 Site installations relates to the capitalization of the Company’s investment in rural fibre network and equipment. Previously, it was classified as work-in-progress and the works was completed as of December 31, 2021. Depreciation on these assets commenced on January 1, 2022 and was $16,911,000 for the year ended December 31, 2022. Work -in-Progress December 31, 2022 December 31, 2021 January 1, 2022 $ — $ 207,968,849 Additions — — Transfer to Capitalization – Site Installations — (191,316,838) Forex translation difference — (16,652,011) Closing balance - December 31, 2022 $ — $ — The total depreciation charge for the years ended December 31, 2022 and 2021 was $377,644,651 and $246,008,188, respectively |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | (12) Intangible Assets Intangible Assets 5 November 30, December 31, 2022 2021 Cost Beginning balance as of January 1 $ 6,193,507 $ 6,193,507 Additions — — Forex translation difference (1,455,048) (495,912) Ending Balance $ 4,738,459 $ 5,697,595 Amortization Beginning balance as of January 1 $ 4,026,671 $ 3,138,446 Charge for the year 1,007,251 1,187,042 Forex translation difference (878,627) (298,817) Ending Balance 583,165 4,026,671 Sale of Tingo Mobile (583,165) — Carrying amount as of December 31 $ — $ 1,670,924 |
Liquidity and Financing Arrange
Liquidity and Financing Arrangements | 12 Months Ended |
Dec. 31, 2022 | |
Liquidity and Financing Arrangements | |
Liquidity and Financing Arrangements | (13) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents |
Current and Non-Current Liabili
Current and Non-Current Liabilities | 12 Months Ended |
Dec. 31, 2022 | |
Current and Non-Current Liabilities | |
Current and Non-Current Liabilities | (14) Accounts payable and accruals Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Trade payables $ — $ — $ 754,709,170 Accounts payable 1,003,787 689,899 — Accrued compensation 2,948,013 2,759,510 1,049,029 Other payables 334,381 232,011 126,994 $ 4,286,181 $ 3,681,420 $ 755,885,193 Trade Payables Deferred Revenue 1 VAT Advances from Related Party Notes Payable – Related Parties |
Taxation and Deferred Tax
Taxation and Deferred Tax | 12 Months Ended |
Dec. 31, 2022 | |
Taxation and Deferred Tax | |
Taxation and Deferred Tax | ( Taxation and Deferred Tax The provision for income tax consists of the following components at November 30, 2022 and December 31, 2022 and 2021: Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Income tax $ — $ 168,410,843 $ 100,606,352 Education tax — 11,227,389 — Current Tax $ — $ 179,638,232 $ 100,606,352 The significant components of our tax liabilities as of November 30, 2022 and December 31, 2022 and 2021 are summarized below: Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Current Tax Liabilities Beginning of period $ 173,315,658 $ 100,606,352 $ 67,601,594 Charge for the period — 179,638,232 104,802,090 173,315,658 280,244,584 172,403,684 Paid during the period — (93,738,174) (62,946,048) Forex translation difference — (13,190,752) (8,851,284) Sale of Tingo Mobile (173,315,658) — — Total Current Tax Liabilities $ — $ 173,315,658 $ 100,606,352 The significant components of our deferred tax liabilities as of November 30, 2022 and December 31, 2022 and 2021 are summarized below: Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Deferred Tax Beginning of period $ 4,054,929 $ 2,171,039 $ 2,360,004 Change for the period — 2,184,276 — Forex translation difference — (300,386) (188,965) Sale of Tingo Mobile (4,054,929) — — Total Deferred Tax Liabilities $ — $ 4,054,929 $ 2,171,039 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | (16) Commitments and Contingencies Commitments Operating Leases Litigation Settlement Commitments Subsequent Events Contingencies Generally |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations | |
Concentrations | (17) Concentrations Customers Manufacturer |
Related-Party Transactions and
Related-Party Transactions and Agreements | 12 Months Ended |
Dec. 31, 2022 | |
Related-Party Transactions and Agreements | |
Related-Party Transactions and Agreements | (18) 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 year ended December 31, 2022, we paid a related party $21,671,336, representing a partial payment of certain debts incurred by Tingo Mobile, then a subsidiary of the Company, to such related party in previous periods to facilitate the acquisition of mobile devices for Tingo Mobile customers. Note payable – related party consists of a promissory note due to TIO in connection with the Merger Agreement. The note has a principal amount of $23,700,000, accrues interest at 5% per annum, and is due on May 10, 2024. Note receivable – related party consists of a promissory note due from Tingo Mobile that was used to acquire mobile devices in the fourth quarter of 2022. The note have a principal amount of $15,866,000, accrues interest at 5% per anunum, and is due on May 10, 2024. |
Legal Proceedings
Legal Proceedings | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Legal Proceedings | (19) Legal Proceedings While we are not currently subject to any legal proceedings, from time to time, the Company or one or more of its subsidiaries may become a party to certain proceedings incidental to the normal course of our business. While the outcome of any potential legal proceedings cannot at this time be predicted with certainty, we do not expect that any such proceedings will have a material effect upon our financial condition or results of operations. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent Events | |
Subsequent Events | (20) Subsequent Events Our Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event: On January 3, 2023, we settled litigation proceedings brought against the Company by ClearThink Capital, LLC (“ClearThink”). Pursuant to the settlement agreement we executed with ClearThink, we paid ClearThink a cash payment of $300,000 and an undertaking to pay ClearThink, on the one-year anniversary of settlement, a combination of Company common stock and common stock of TIO held by the Company equal in value to $7.7 million. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Consolidation | Consolidation Audit and Accounting Guide for Investment Companies |
Valuation of Our Holdings in TIO | Valuation of Our Holdings in TIO Fair Value Measurement . • Level 1 • Level 2 • Level 3 Management Considerations . In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. In the case of Tingo, we assessed the nature of our holding of common and convertible Preferred Stock in TIO and considered certain factors which, in management’s view, made this holding a Level 2 asset, including the following: • the lack of institutional trading in TIO common stock; and • the conditions associated with conversion of the TIO Preferred Stock into TIO common stock. With respect to the last point above, we consider it significant that, should conversion of our Series B Preferred Stock not occur by June 30, 2023, we can require TIO to redeem these shares in exchange for (1) a cash payment obligation of $667 million or, in the alternative, (2) 35% ownership in TGH valued at $667 million, which imputes an underlying equity value of Tingo Mobile that is substantially higher than the TIO common and TIO Preferred stock on an as-converted basis. While we are considered a temporary investment company, we intend to adjust our net asset value for the changes in the value of our publicly held securities, if applicable, and material changes in the value of private securities, if any, on a quarterly basis. |
Reverse Acquisition Accounting | Reverse Acquisition Accounting — We have adopted reverse acquisition accounting methods in connection with the Company’s Acquisition of Tingo Mobile in 2021. Accordingly, the consolidated financial statements reflect the results of Tingo Mobile for the periods indicated in this Report. |
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. |
Share-Based Compensation | Share-Based Compensation —We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation-Stock Compensation . Accordingly, for restricted stock awards, we measure the grant date fair value based upon the market price of our common stock on the date of the grant and amortize the fair value of the awards as share-based compensation expense over the requisite service period, which is generally the vesting term. For all share-based awards that are not subject to vesting, we recognize expense associated with the award during the period in which the award is granted, in an amount equal to the number of shares granted, multiplied by the closing trading price of the shares on the relevant grant date. Determining the appropriate fair value of share-based awards requires the use of subjective assumptions, particularly given that the Company’s common stock is not actively traded. The assumptions used in calculating the fair value of share-based awards represents management’s best estimates and involve inherent uncertainties and the application of management’s judgment. As a result, if factors change and management uses different assumptions, share-based compensation expense could be materially different for future awards. |
Classes of Common Stock | 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. |
Retained Earnings | Retained Earnings —The components that make up distributable earnings (accumulated undistributed deficit) on the Consolidated Balance Sheet as of November 30, 2022 and December 31, 2022 and 2021 are as follows: Successor Period Predecessor Period For the Period For the Period December 1, 2022 January 1, 2022 For the Year through through Ended December 31, 2022 November 30, 2022 December 31, 2021 Net income (loss) for period 190,711,689 $ 451,252,989 $ (39,026,340) Acquisition of the Company (IWeb) — — (3,316,865) Retained Earnings - beginning of period 67,663,686 416,095,565 458,438,770 Retained Earnings 867,348,554 $ 867,348,554 $ 416,095,565 |
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, the end-user may be eligible to trade in the original equipment for a new device and have the remaining unpaid balance paid or settled. As of November, 2022, all receivables were part of the sale of Tingo Mobile. |
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. As of November 30, 2022, December 31, 2022 and December 31, 2021, there were no uncertain tax positions that required accrual. The reconciliation of income tax benefit at the U.S. statutory rate of 25% for the period ended December 31, 2022 and 25% for the year ended December 31, 2021, respectively, to the Company’s effective tax rate is as follows: Year Ended December 31, 2022 Percent 2021 Percent Income tax benefit $ (30,481,609) 25.0 % $ (65,199,716) 25.0 % Valuation allowance against net deferred tax assets 30,481,609 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 for the periods ended December 31, 2022 and 2021 are as follows: Deferred Tax Assets December 31, 2022 December 31, 2021 Beginning of period $ — $ — Net operating loss 95,681,325 65,199,716 Valuation Allowance (95,681,325) (65,199,716) Net Deferred Tax Assets $ — $ — The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary, did not issue any dividends during the years ended December 31, 2022 and 2021. In our Consolidated Statements of Operations, 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), the Company has approximately $65.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled 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 |
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 Revenue | Deferred Revenue |
Leased Assets | Leased Assets Measurement and Recognition of Leases as a Lessee At the commencement date, Tingo Mobile measures the lease liability at the present value of the lease payments unpaid at that date, discounted using the interest rate implicit in the lease if that rate is readily available or the incremental borrowing rate. The incremental borrowing rate is the estimated rate that Tingo Mobile would have to pay to borrow the same amount over a similar term, and with similar security to obtain an asset of equivalent value. This rate is adjusted should the lessee entity have a different risk profile to that of Tingo Mobile. Lease payments included in the measurement of the lease liability are made up of fixed payments (including in substance fixed), variable payments based on an index or rate, amounts expected to be payable under a residual value guarantee and payments arising from options reasonably certain to be exercised. Subsequent to initial measurement, the liability will be reduced by lease payments that are allocated between repayments of principal and finance expenses. 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. Tingo Mobile 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 |
Sale of Tingo Mobile (Tables)
Sale of Tingo Mobile (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Sale of Tingo Mobile | |
Schedule of elimination of various assets and liabilities | Transaction- Related Predecessor Adjustments Successor Assets Current Assets Cash $ 313,517,384 $ (312,568,727) $ 948,657 Accounts receivable, net 266,780,088 (266,780,088) — Prepayments 118,007,512 (118,007,512) — Total Current Assets 698,304,983 (697,356,326) 948,657 Non-Current Assets Property, plant and equipment, net 844,781,913 (844,781,913) — Intangible assets, net 583,165 (583,165) — Total non-current assets 845,365,078 (845,365,078) — Total Assets $ 1,543,670,061 $ (1,542,721,404) $ 948,657 Liabilities and Stockholders’ Equity Current Liabilities Accounts , trade payables and accruals $ 3,681,420 $ — $ 3,681,420 Deferred income 246,718,170 (246,718,170) — Value added tax 19,528,843 (19,528,843) — Advances from related party 67,545,485 (67,545,485) — Notes payable – related party 23,749,945 (15,884,000) 7,865,945 Income tax payable 173,315,658 (173,315,658) — Total current liabilities 534,539,521 (522,992,156) 11,547,365 Non-current liabilities Deferred Tax 4,054,929 (4,054,929) — Total non- current liabilities 4,054,929 (4,054,929) — Total Liabilities 538,594,450 (527,047,085) 11,547,365 Stockholders’ Equity Common stock - Class A 1,227,516 — 1,227,516 Common Stock - Class B 65,000 — 65,000 Additional paid-in-capital 419,181,135 — 419,181,135 Retained earnings 674,191,786 (1,015,674,319) (341,482,533) Deferred stock compensation (43,282,593) — (43,282,593) Translation reserve (46,307,233) — (46,307,233) Total Stockholders’ Equity 1,005,075,610 (1,015,674,319) (10,598,708) Total Liabilities and Stockholders’ Equity $ 1,543,670,061 $ (1,542,721,404) $ 948,657 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Significant Accounting Policies | |
Schedule accumulated undistributed deficit | Successor Period Predecessor Period For the Period For the Period December 1, 2022 January 1, 2022 For the Year through through Ended December 31, 2022 November 30, 2022 December 31, 2021 Net income (loss) for period 190,711,689 $ 451,252,989 $ (39,026,340) Acquisition of the Company (IWeb) — — (3,316,865) Retained Earnings - beginning of period 67,663,686 416,095,565 458,438,770 Retained Earnings 867,348,554 $ 867,348,554 $ 416,095,565 |
Summary of reconciliation of the federal income tax rate to the Company's effective tax rate | Year Ended December 31, 2022 Percent 2021 Percent Income tax benefit $ (30,481,609) 25.0 % $ (65,199,716) 25.0 % Valuation allowance against net deferred tax assets 30,481,609 25.0 % 65,199,716 25.0 % Effective rate $ — 0.00 % $ — 0.00 % |
Schedule of components of Company's net deferred tax assets | Deferred Tax Assets December 31, 2022 December 31, 2021 Beginning of period $ — $ — Net operating loss 95,681,325 65,199,716 Valuation Allowance (95,681,325) (65,199,716) Net Deferred Tax Assets $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 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 as of January 1, 2022 36,950,833 $ 1.75 Shares granted 22,500,000 3.93 Shares vested 42,717,917 2.85 Shares forfeited — — Unvested shares outstanding as of December 31, 2022 16,732,916 $ 1.97 |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Foreign Currency Translation | |
Schedule of exchange rate | November 30, December 31, 2022 2021 Balance Sheet: Nigerian Naira 443.58 412.99 Profit and Loss : Nigerian Naira 428.29 396.46 |
Accounts Receivable (Tables)
Accounts Receivable (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Accounts Receivable. | |
Summary of accounts and other receivables | Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Accounts receivable gross $ — $ 266,884,525 $ 364,350,175 Allowance for expected credit loss — (104,438) (42,065) — 266,780,088 364,308,110 Directors current account — — 289 Total Accounts Receivable, net $ — $ 266,780,088 $ 364,308,399 |
Loans and Other Receivables -_2
Loans and Other Receivables - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Loans and Other Receivables - Related Parties | |
Summary of loans and other receivables due from related parties | December 31, 2022 December 31, 2021 Due from related party $ 3,713,179 $ — Advances to related party 58,489 — Note receivable due from Tingo Mobile, dated October 15, 2022, interest at 5%, due on May 10, 2024 15,866,000 — Total loans and other receivables – related parties $ 19,637,668 $ — |
Property, Plant & Equipment (Ta
Property, Plant & Equipment (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Property, Plant & Equipment | |
Summary of property, plant and equipment, net | Because we sold Tingo Mobile on December 1, 2022, property plant, and equipment as at December 31, 2022 was immaterial. Changes in cost, depreciation, and net book value during 2021 were recorded as follows: MOTOR FURNITURE & OFFICE PLANT & SITE MOBILE LAND BUILDING VEHICLES FITTINGS EQUIPMENT MACHINERY INSTALLATIONS DEVICES Total $ $ $ $ $ $ $ $ $ COST January 1, 2021 9,560,176 34,540,253 225,788 65,232 71,899 10,992,230 — — 55,455,578 Additions — — — — — — 207,968,849 1,219,411,221 1,427,380,070 Forex translation difference (765,481) (2,765,629) (18,079) (5,223) (5,757) (880,145) (16,652,011) — (21,092,325) December 31, 2021 8,794,695 31,774,624 207,709 60,009 66,142 10,112,085 191,316,838 1,219,411,221 1,461,743,323 DEPRECIATION January 1, 2021 — 7,256,776 104,655 33,763 57,869 10,960,171 — — 18,413,234 Depreciation expense — 1,654,988 31,493 10,817 9,820 10,753 — 244,290,317 246,008,188 Forex translation difference — (647,305) (9,640) (3,136) (5,027) (896,010) — — (1,561,118) December 31, 2021 — 8,264,459 126,508 41,444 62,662 10,092,914 — 244,290,317 262,860,304 NET BOOK VALUE December 31,2020 9,560,176 27,283,477 121,133 31,469 14,030 32,059 — — 37,042,344 December 31,2021 8,794,695 23,510,165 81,201 18,565 3,480 37,171 191,316,838 975,120,904 1,198,883,019 |
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 20 |
Summary of work-in-progress | December 31, 2022 December 31, 2021 January 1, 2022 $ — $ 207,968,849 Additions — — Transfer to Capitalization – Site Installations — (191,316,838) Forex translation difference — (16,652,011) Closing balance - December 31, 2022 $ — $ — |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Summary of intangible Assets | November 30, December 31, 2022 2021 Cost Beginning balance as of January 1 $ 6,193,507 $ 6,193,507 Additions — — Forex translation difference (1,455,048) (495,912) Ending Balance $ 4,738,459 $ 5,697,595 Amortization Beginning balance as of January 1 $ 4,026,671 $ 3,138,446 Charge for the year 1,007,251 1,187,042 Forex translation difference (878,627) (298,817) Ending Balance 583,165 4,026,671 Sale of Tingo Mobile (583,165) — Carrying amount as of December 31 $ — $ 1,670,924 |
Current and Non-Current Liabi_2
Current and Non-Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Current and Non-Current Liabilities | |
Summary of accounts payable and accruals | Accounts payable and accruals Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Trade payables $ — $ — $ 754,709,170 Accounts payable 1,003,787 689,899 — Accrued compensation 2,948,013 2,759,510 1,049,029 Other payables 334,381 232,011 126,994 $ 4,286,181 $ 3,681,420 $ 755,885,193 |
Taxation and Deferred Tax (Tabl
Taxation and Deferred Tax (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Taxation and Deferred Tax | |
Summary of provision for income tax | Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Income tax $ — $ 168,410,843 $ 100,606,352 Education tax — 11,227,389 — Current Tax $ — $ 179,638,232 $ 100,606,352 |
Summary of significant components of the tax liabilities | Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Current Tax Liabilities Beginning of period $ 173,315,658 $ 100,606,352 $ 67,601,594 Charge for the period — 179,638,232 104,802,090 173,315,658 280,244,584 172,403,684 Paid during the period — (93,738,174) (62,946,048) Forex translation difference — (13,190,752) (8,851,284) Sale of Tingo Mobile (173,315,658) — — Total Current Tax Liabilities $ — $ 173,315,658 $ 100,606,352 |
Summary of significant components of the deferred tax liabilities | Successor Period End Predecessor Period End December 31, 2022 November 30, 2022 December 31, 2021 Deferred Tax Beginning of period $ 4,054,929 $ 2,171,039 $ 2,360,004 Change for the period — 2,184,276 — Forex translation difference — (300,386) (188,965) Sale of Tingo Mobile (4,054,929) — — Total Deferred Tax Liabilities $ — $ 4,054,929 $ 2,171,039 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - Tingo Mobile Limited $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) shares | |
Description of Business and Basis of Presentation | |
Subscribers using mobile phones | $ | $ 9.3 |
Common stock | Tingo Group, Inc. | |
Description of Business and Basis of Presentation | |
Percentage of interest on outstanding common stock | 75% |
Disposed by sale | Common stock | |
Description of Business and Basis of Presentation | |
Consideration in number of shares | 25,783,675 |
Tingo Group, Inc. | Disposed by sale | Common stock | |
Description of Business and Basis of Presentation | |
Consideration in number of shares | 25,783,675 |
Sale of Tingo Mobile (Details)
Sale of Tingo Mobile (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Sale of Tingo Mobile | |||
Due from related party | $ 0 | $ 0 | $ 289 |
Disposed by sale | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Threshold period of undertaken received for payment of certain liabilities following merger | 1 year | ||
Due from related party | $ 3,700,000 | ||
Disposed by sale | Series A Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of issued and outstanding shares in exchange for redemption | 27% | ||
Disposed by sale | Series B Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Cash for redemption of preferred stock | $ 666,666,667 | ||
Percentage of ownership interest issued for redemption of preferred stock | 35% | ||
Disposed by sale | Series B Preferred Stock | Tingo International Holdings Inc | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of ownership interest issued for redemption of preferred stock | 33% | ||
Disposed by sale | Common stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Consideration in number of shares | 25,783,675 | ||
Percentage of outstanding shares received as consideration | 19.90% | ||
Disposed by sale | Common stock | Series A Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of outstanding shares on conversion | 20.10% | ||
Disposed by sale | Tingo Mobile Limited | Common stock | Series B Preferred Stock | |||
Sale of Tingo Mobile | |||
Percentage of interest on outstanding common stock | 75% |
Sale of Tingo Mobile - Balance
Sale of Tingo Mobile - Balance Sheet Adjustments (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | Dec. 01, 2022 | Dec. 31, 2020 | |
Sale of Tingo Mobile | |||||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | ||
Current Assets | |||||||
Cash | $ 985 | $ 313,517,384 | $ 313,517,384 | $ 128,367,605 | |||
Accounts receivable, net | 266,780,088 | 266,780,088 | 364,308,399 | ||||
Prepayments | 118,007,512 | 118,007,512 | |||||
Total Current Assets | 19,638,653 | 698,304,983 | 698,304,983 | 492,805,827 | |||
Non-Current Assets | |||||||
Property, plant and equipment, net | 844,781,913 | 844,781,913 | 1,198,883,019 | ||||
Intangible assets, net | 583,165 | 583,165 | 1,670,924 | ||||
Total Non-Current Assets | 1,215,241,000 | 845,365,078 | 845,365,078 | 1,200,553,943 | |||
Total Assets | 1,234,879,653 | 1,543,670,061 | 1,543,670,061 | 1,693,359,770 | |||
Current Liabilities | |||||||
Accounts , trade payables and accruals | 4,286,181 | 3,681,420 | 3,681,420 | 755,885,193 | |||
Deferred income | 0 | 246,718,170 | 246,718,170 | 221,215,018 | |||
Value added tax | 0 | 19,528,843 | 19,528,843 | 17,162,192 | |||
Advances from related party | 505,000 | 67,545,485 | 67,545,485 | ||||
Notes payable - related parties | 23,749,945 | ||||||
Income tax payable | 173,315,658 | 173,315,658 | 100,606,352 | $ 67,601,594 | |||
Total Current Liabilities | 28,541,126 | 534,539,521 | 534,539,521 | 1,094,868,755 | |||
Non-Current Liabilities | |||||||
Deferred Tax | 4,054,929 | 4,054,929 | 2,171,039 | ||||
Total non- current liabilities | 4,054,929 | 4,054,929 | 2,171,039 | ||||
Total Liabilities | 28,541,126 | 538,594,450 | 538,594,450 | 1,097,039,794 | |||
Stockholders' Equity | |||||||
Additional paid-in-capital | 419,181,135 | 419,181,135 | 419,181,135 | 330,703,635 | |||
Retained earnings | 867,348,554 | 674,191,786 | 674,191,786 | 416,095,565 | |||
Deferred stock compensation | (32,931,368) | (43,282,593) | (43,282,593) | (66,357,804) | |||
Translation reserve | (48,552,310) | (46,307,233) | (46,307,233) | (85,391,436) | |||
Total Stockholders' Equity | 1,206,338,527 | 1,005,075,610 | 1,005,075,610 | 596,319,976 | $ 427,757,081 | ||
Total Liabilities and Stockholders' Equity | 1,234,879,653 | 1,543,670,061 | 1,543,670,061 | 1,693,359,770 | |||
Class A common stock | |||||||
Stockholders' Equity | |||||||
Common stock value | 1,227,516 | 1,227,516 | 1,227,516 | 1,205,016 | |||
Class B common stock | |||||||
Stockholders' Equity | |||||||
Common stock value | $ 65,000 | 65,000 | $ 65,000 | $ 65,000 | |||
Tingo Mobile Limited | |||||||
Current Liabilities | |||||||
Deferred income | $ 0 | ||||||
Disposed by sale | Tingo Mobile Limited | |||||||
Sale of Tingo Mobile | |||||||
Predecessor or Successor | Successor | Predecessor | |||||
Current Assets | |||||||
Cash | $ 948,657 | 313,517,384 | $ 313,517,384 | ||||
Accounts receivable, net | 266,780,088 | 266,780,088 | |||||
Prepayments | 118,007,512 | 118,007,512 | |||||
Total Current Assets | 948,657 | 698,304,983 | 698,304,983 | ||||
Non-Current Assets | |||||||
Property, plant and equipment, net | 844,781,913 | 844,781,913 | |||||
Intangible assets, net | 583,165 | 583,165 | |||||
Total Non-Current Assets | 845,365,078 | 845,365,078 | |||||
Total Assets | 948,657 | 1,543,670,061 | 1,543,670,061 | ||||
Current Liabilities | |||||||
Accounts , trade payables and accruals | 3,681,420 | 3,681,420 | 3,681,420 | ||||
Deferred income | 246,718,170 | 246,718,170 | |||||
Value added tax | 19,528,843 | 19,528,843 | |||||
Advances from related party | 67,545,485 | 67,545,485 | |||||
Notes payable - related parties | 7,865,945 | 23,749,945 | 23,749,945 | ||||
Income tax payable | 173,315,658 | 173,315,658 | |||||
Total Current Liabilities | 11,547,365 | 534,539,521 | 534,539,521 | ||||
Non-Current Liabilities | |||||||
Deferred Tax | 4,054,929 | 4,054,929 | |||||
Total non- current liabilities | 4,054,929 | 4,054,929 | |||||
Total Liabilities | 11,547,365 | 538,594,450 | 538,594,450 | ||||
Stockholders' Equity | |||||||
Additional paid-in-capital | 419,181,135 | 419,181,135 | 419,181,135 | ||||
Retained earnings | (341,482,533) | 674,191,786 | 674,191,786 | ||||
Deferred stock compensation | (43,282,593) | (43,282,593) | (43,282,593) | ||||
Translation reserve | (46,307,233) | (46,307,233) | (46,307,233) | ||||
Total Stockholders' Equity | (10,598,708) | 1,005,075,610 | 1,005,075,610 | ||||
Total Liabilities and Stockholders' Equity | 948,657 | 1,543,670,061 | 1,543,670,061 | ||||
Disposed by sale | Tingo Mobile Limited | Transaction-Related Adjustments | |||||||
Current Assets | |||||||
Cash | (312,568,727) | ||||||
Accounts receivable, net | (266,780,088) | ||||||
Prepayments | (118,007,512) | ||||||
Total Current Assets | (697,356,326) | ||||||
Non-Current Assets | |||||||
Property, plant and equipment, net | (844,781,913) | ||||||
Intangible assets, net | (583,165) | ||||||
Total Non-Current Assets | (845,365,078) | ||||||
Total Assets | (1,542,721,404) | ||||||
Current Liabilities | |||||||
Deferred income | (246,718,170) | ||||||
Value added tax | (19,528,843) | ||||||
Advances from related party | (67,545,485) | ||||||
Notes payable - related parties | (15,884,000) | ||||||
Income tax payable | (173,315,658) | ||||||
Total Current Liabilities | (522,992,156) | ||||||
Non-Current Liabilities | |||||||
Deferred Tax | (4,054,929) | ||||||
Total non- current liabilities | (4,054,929) | ||||||
Total Liabilities | (527,047,085) | ||||||
Stockholders' Equity | |||||||
Retained earnings | (1,015,674,319) | ||||||
Total Stockholders' Equity | (1,015,674,319) | ||||||
Total Liabilities and Stockholders' Equity | (1,542,721,404) | ||||||
Disposed by sale | Tingo Mobile Limited | Class A common stock | |||||||
Stockholders' Equity | |||||||
Common stock value | 1,227,516 | 1,227,516 | 1,227,516 | ||||
Disposed by sale | Tingo Mobile Limited | Class B common stock | |||||||
Stockholders' Equity | |||||||
Common stock value | $ 65,000 | $ 65,000 | $ 65,000 |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 12 Months Ended | |
Dec. 31, 2022 USD ($) | Nov. 30, 2022 USD ($) | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) Vote segment class | Dec. 31, 2021 USD ($) | |
Variable Interest Entity | |||||
Number of classes of common stock | class | 2 | ||||
Leasing term | 1 year | 1 year | |||
Percentage of general allowance of all account receivables | 3% | ||||
Bad debt expense | $ 153,227 | $ 99,247 | |||
Impairment of long-lived assets | $ 0 | $ 0 | $ 0 | 0 | |
Uncertain tax positions requiring accrual | 0 | $ 0 | $ 0 | 0 | $ 0 |
Operating loss carryforwards | $ 65,200,000 | $ 65,200,000 | |||
Number of reportable segments | segment | 1 | ||||
Mobile Leasing | |||||
Variable Interest Entity | |||||
Leasing term | 12 months | 12 months | |||
Estimated useful life of asset | 3 years | ||||
Class A common stock | |||||
Variable Interest Entity | |||||
Number of votes per common stock | Vote | 1 | ||||
Class B common stock | |||||
Variable Interest Entity | |||||
Number of votes per common stock | Vote | 10 | ||||
Series B Preferred Stock | Tingo Mobile Limited | Disposed by sale | |||||
Variable Interest Entity | |||||
Cash for redemption of preferred stock | $ 666,666,667 | $ 666,666,667 | |||
Percentage of ownership interest issued for redemption of preferred stock | 35% | 35% | |||
Series B Preferred Stock | Tingo International Holdings Inc | Tingo Mobile Limited | Disposed by sale | |||||
Variable Interest Entity | |||||
Percentage of ownership interest issued for redemption of preferred stock | 33% | 33% |
Significant Accounting Polici_5
Significant Accounting Policies - Retained earnings (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Net income (loss) for period | $ 190,711,689 | $ 451,252,989 | $ (39,026,340) | ||
Acquisition of the Company (IWeb) | (3,316,865) | ||||
Retained Earnings | 67,663,686 | $ 416,095,565 | 416,095,565 | 458,438,770 | |
Retained Earnings | $ 867,348,554 | $ 674,191,786 | $ 674,191,786 | $ 416,095,565 |
Significant Accounting Polici_6
Significant Accounting Policies - Company's effective tax rate (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies | ||
Federal statutory rates | $ (30,481,609) | $ (65,199,716) |
Federal statutory rates (Percentage) | 25% | 25% |
Valuation allowance against net deferred tax assets | $ 30,481,609 | $ 65,199,716 |
Income tax benefit | $ (30,481,609) | $ (65,199,716) |
Valuation allowance against net deferred tax assets (Percentage) | 25% | 25% |
Effective rate (Percent) | 0% | 0% |
Significant Accounting Polici_7
Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Significant Accounting Policies | ||
Net operating loss | $ 95,681,325 | $ 65,199,716 |
Valuation Allowance | $ (95,681,325) | $ (65,199,716) |
Significant Accounting Polici_8
Significant Accounting Policies - Leased Assets - (Details) | Dec. 31, 2022 |
Lease term | |
Leasing term | 1 year |
Rental contracts for offices | Minimum | |
Lease term | |
Leasing term | 1 year |
Rental contracts for offices | Maximum | |
Lease term | |
Leasing term | 10 years |
Lease terms for office fixtures and equipment | Minimum | |
Lease term | |
Leasing term | 1 year |
Lease terms for office fixtures and equipment | Maximum | |
Lease term | |
Leasing term | 10 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plans (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares shares | |
Number of Shares | |
Unvested shares outstanding as of January 1, 2022 | shares | 36,950,833 |
Shares granted | shares | 22,500,000 |
Shares vested | shares | 42,717,917 |
Unvested shares outstanding as of December 31, 2022 | shares | 16,732,916 |
Weighted Average Grant Date Fair Value | |
Unvested shares outstanding as of January 1, 2022 | $ / shares | $ 1.75 |
Shares granted | $ / shares | 3.93 |
Shares vested | $ / shares | 2.85 |
Unvested shares outstanding, December 31, 2022 | $ / shares | $ 1.97 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Oct. 12, 2021 | Oct. 06, 2021 | Dec. 31, 2022 | |
Restricted Stock Units (RSUs) | |||
Share-Based Compensation | |||
Vesting period | 2 years | ||
Stock based compensation expenses | $ 121.9 | ||
Professional fees incurred | 149.4 | ||
Total compensation expense to be recognized in future period | $ 32.9 | ||
Weighted average period over which expenses is expected to recognized | 8 months 12 days | ||
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 | 108,870,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | Dec. 31, 2022 |
Disaggregation of Revenue | |
Leasing term of mobile phones | 1 year |
Mobile Leasing | |
Disaggregation of Revenue | |
Leasing term of mobile phones | 12 months |
NWASSA Services | |
Disaggregation of Revenue | |
Leasing term of mobile phones | 12 months |
Foreign Currency Translation (D
Foreign Currency Translation (Details) - Nigeria, Nairas | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Foreign Currency Translation | ||
Exchange rate used for conversion in balance sheet | 443.58 | 412.99 |
Exchange rate used for conversion in profit and loss | 428.29 | 396.46 |
Inventory (Details)
Inventory (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Inventory | ||
Inventory on hand | $ 0 | $ 129,823 |
Accounts Receivable (Details)
Accounts Receivable (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Accounts Receivable. | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Accounts receivable gross | $ 266,884,525 | $ 266,884,525 | $ 364,350,175 | ||
Allowance for expected credit loss | $ 0 | 104,438 | 104,438 | 42,065 | |
Total | 266,780,088 | 266,780,088 | 364,308,110 | ||
Directors current account | $ 0 | 0 | 0 | 289 | |
Total Accounts Receivable, net | $ 266,780,088 | $ 266,780,088 | $ 364,308,399 |
Accounts Receivable - The aging
Accounts Receivable - The aging of the Prepayments balance (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Nov. 30, 2022 | |
Disaggregation of Revenue | ||
Leasing term | 1 year | |
Prepayments | $ 118,007,512 | |
Approval by failing to object to any nonconformity delivery period | 30 days | |
Prepayments current and non current | ||
Prepayments - current portion | $ 118,007,512 | |
Mobile Leasing | ||
Disaggregation of Revenue | ||
Leasing term | 12 months |
Accounts Receivable - Additiona
Accounts Receivable - Additional Information (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Nov. 30, 2022 | |
Accounts Receivable | |||
Leasing term | 1 year | ||
Consideration in number of shares | 9,300,000 | ||
Percentage of general allowance of all account receivables | 3% | ||
Bad debt expense | $ 153,227 | $ 99,247 | |
Allowance for expected credit loss | $ 0 | $ 42,065 | $ 104,438 |
Loans and Other Receivables -_3
Loans and Other Receivables - Related Parties (Details) - USD ($) | Oct. 15, 2022 | Dec. 31, 2022 | Nov. 30, 2022 |
Loans and Other Receivables - Related Parties | |||
Due from related party | $ 3,713,179 | ||
Advances to related party | 58,489 | ||
Note receivable due from Tingo Mobile, dated October 15,, 20222022, interest at 5%, , due on May 10, 2024 | 15,866,000 | ||
Total loans and other receivables - related parties | $ 19,637,668 | $ 0 | |
Interest rate | 5% |
Investment in Securities (Detai
Investment in Securities (Details) | Dec. 31, 2022 USD ($) |
Investment in Securities | |
Investment in securities | $ 1,215,241,000 |
Tingo Mobile Limited | |
Investment in Securities | |
Investment in securities | $ 1,200,000,000 |
Property, Plant & Equipment (De
Property, Plant & Equipment (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
COST | |||
Balance at the beginning | $ 1,461,743,323 | $ 55,455,578 | |
Additions | 1,427,380,070 | ||
Forex translation difference | (21,092,325) | ||
Balance at the end | 1,461,743,323 | ||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment | |||
Balance at the beginning | 262,860,304 | 18,413,234 | |
Depreciation expense | 377,644,651 | 246,008,188 | |
Forex translation difference | (1,561,118) | ||
Balance at the end | 262,860,304 | ||
NET BOOK VALUE | 1,198,883,019 | $ 37,042,344 | |
LAND | |||
COST | |||
Balance at the beginning | 8,794,695 | 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 | |||
NET BOOK VALUE | 8,794,695 | 9,560,176 | |
BUILDING | |||
COST | |||
Balance at the beginning | 31,774,624 | 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 | |||
Balance at the beginning | 8,264,459 | 7,256,776 | |
Depreciation expense | 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 | 207,709 | 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 | |||
Balance at the beginning | 126,508 | 104,655 | |
Depreciation expense | 31,493 | ||
Forex translation difference | (9,640) | ||
Balance at the end | 126,508 | ||
NET BOOK VALUE | 81,201 | 121,133 | |
FURNITURE & FITTINGS | |||
COST | |||
Balance at the beginning | 60,009 | 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 | |||
Balance at the beginning | 41,444 | 33,763 | |
Depreciation expense | 10,817 | ||
Forex translation difference | (3,136) | ||
Balance at the end | 41,444 | ||
NET BOOK VALUE | 18,565 | 31,469 | |
OFFICE EQUIPMENT | |||
COST | |||
Balance at the beginning | 66,142 | 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 | |||
Balance at the beginning | 62,662 | 57,869 | |
Depreciation expense | 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 | 10,112,085 | 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 | |||
Balance at the beginning | 10,092,914 | 10,960,171 | |
Depreciation expense | 10,753 | ||
Forex translation difference | (896,010) | ||
Balance at the end | 10,092,914 | ||
NET BOOK VALUE | 37,171 | $ 32,059 | |
SITE INSTALLATIONS | |||
COST | |||
Balance at the beginning | 191,316,838 | ||
Additions | 207,968,849 | ||
Forex translation difference | (16,652,011) | ||
Balance at the end | 191,316,838 | ||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment | |||
Depreciation expense | 16,911,000 | ||
NET BOOK VALUE | 191,316,838 | ||
MOBILE DEVICES | |||
COST | |||
Balance at the beginning | 1,219,411,221 | ||
Additions | 1,219,411,221 | ||
Balance at the end | 1,219,411,221 | ||
Movement in Accumulated Depreciation, Depletion and Amortization, Property, Plant and Equipment | |||
Balance at the beginning | $ 244,290,317 | ||
Depreciation expense | 244,290,317 | ||
Balance at the end | 244,290,317 | ||
NET BOOK VALUE | $ 975,120,904 |
Property, Plant & Equipment - E
Property, Plant & Equipment - Expected useful lives (Details) | 12 Months Ended |
Dec. 31, 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 |
Site installations | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 20 years |
Mobile devices | |
Property, Plant & Equipment | |
Estimated useful lives (years) | 3 years |
Property, Plant & Equipment - A
Property, Plant & Equipment - Additional Information (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Property, Plant & Equipment | ||
Property and equipment with a cost | $ 5,000 | |
Depreciation charge | 377,644,651 | $ 246,008,188 |
SITE INSTALLATIONS | ||
Property, Plant & Equipment | ||
Depreciation charge | $ 16,911,000 |
Property, Plant & Equipment - W
Property, Plant & Equipment - Work -in-Progress (Details) - Site installations | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Property, Plant & Equipment | |
Work in progress at the beginning | $ 207,968,849 |
Transfer to Capitalization - Site Installations | (191,316,838) |
Forex translation difference | $ (16,652,011) |
Intangible Assets - Additional
Intangible Assets - Additional Information (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Intangible Assets | ||||
Amortization period | 5 years | |||
Capitalized costs incurred | $ 0 | $ 0 | ||
Amortization of intangible assets | $ 1,007,251 | $ 1,007,251 | $ 1,187,042 | $ 1,187,042 |
Intangible Assets (Details)
Intangible Assets (Details) - USD ($) | 11 Months Ended | 12 Months Ended | ||
Nov. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2021 | |
Cost | ||||
At the beginning | $ 6,193,507 | $ 5,697,595 | $ 6,193,507 | |
Forex translation difference | (1,455,048) | (495,912) | ||
At the end | 4,738,459 | $ 5,697,595 | 5,697,595 | |
Amortization | ||||
At the beginning | 4,026,671 | 4,026,671 | 3,138,446 | |
Charge for the year | 1,007,251 | $ 1,007,251 | 1,187,042 | 1,187,042 |
Forex translation difference | (878,627) | (298,817) | ||
At the end | 583,165 | 4,026,671 | 4,026,671 | |
Carrying amount | $ 1,670,924 | $ 1,670,924 | ||
Tingo Mobile Limited | ||||
Amortization | ||||
Sale of Tingo Mobile | $ 583,165 |
Liquidity and Financing Arran_2
Liquidity and Financing Arrangements (Details) - USD ($) | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 |
Liquidity and Financing Arrangements | |||
Cash and cash equivalents | $ 985 | $ 313,517,384 | $ 128,367,605 |
Current and Non-Current Liabi_3
Current and Non-Current Liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Accounts Payable and Accruals | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Trade payable | $ 754,709,170 | ||||
Accounts payable | $ 1,003,787 | $ 689,899 | $ 689,899 | ||
Accrued compensation | 2,948,013 | 2,759,510 | 2,759,510 | 1,049,029 | |
Other payables | 334,381 | 232,011 | 232,011 | 126,994 | |
Accounts payable and accruals | $ 4,286,181 | $ 3,681,420 | $ 3,681,420 | $ 755,885,193 |
Current and Non-Current Liabi_4
Current and Non-Current Liabilities - Current and non-current liabilities (Details) - USD ($) | Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 |
Current and Non-Current Liabilities | |||
Leasing term | 1 year | ||
Deferred revenue | $ 0 | $ 246,718,170 | $ 221,215,018 |
Current and Non-Current Liabi_5
Current and Non-Current Liabilities - Mobile phone leasing contracts (Details) - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Current and Non-Current Liabilities | |||
VAT liability rate | 7.50% | ||
Value added tax | $ 0 | $ 19,528,843 | $ 17,162,192 |
Current and Non-Current Liabi_6
Current and Non-Current Liabilities - Additional information (Details) - USD ($) | 12 Months Ended | |||||
Oct. 15, 2022 | Oct. 06, 2022 | Dec. 31, 2022 | Dec. 01, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Accounts payable | $ 1,003,787 | $ 689,899 | ||||
Deferred revenue | 0 | $ 246,718,170 | $ 221,215,018 | |||
Expenses paid by related party on behalf of the Company | 505,000 | |||||
Interest rate | 5% | |||||
Promissory note with related party | Tingo Group, Inc. | ||||||
Notes Payable to related party | $ 23,700,000 | |||||
Interest rate | 5% | 5% | ||||
Tingo Mobile Limited | ||||||
Accounts payable | $ 0 | |||||
Deferred revenue | $ 0 |
Taxation and Deferred Tax (Deta
Taxation and Deferred Tax (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Provision for income tax | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Income tax | $ 168,410,843 | $ 100,606,352 | |||
Education tax | 11,227,389 | ||||
Current Tax | $ 179,638,232 | $ 104,802,090 |
Taxation and Deferred Tax - sig
Taxation and Deferred Tax - significant components of the tax liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Accrued Income Taxes | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Beginning of period | $ 173,315,658 | $ 100,606,352 | $ 100,606,352 | $ 67,601,594 | |
Charge for the period | 179,638,232 | 104,802,090 | |||
Accrued income taxes and current year taxes | 173,315,658 | $ 280,244,584 | 280,244,584 | 172,403,684 | |
Paid during the period | (93,738,174) | (62,946,048) | |||
Forex translation difference | (13,190,752) | (8,851,284) | |||
Sale of Tingo Mobile | $ (173,315,658) | ||||
Total Current Tax Liabilities | $ 173,315,658 | $ 173,315,658 | $ 100,606,352 |
Taxation and Deferred Tax - s_2
Taxation and Deferred Tax - significant components of the deferred tax liabilities (Details) - USD ($) | 1 Months Ended | 2 Months Ended | 9 Months Ended | 11 Months Ended | 12 Months Ended |
Dec. 31, 2022 | Nov. 30, 2022 | Sep. 30, 2022 | Nov. 30, 2022 | Dec. 31, 2021 | |
Deferred Tax | |||||
Predecessor or Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor |
Beginning of period | $ 4,054,929 | $ 2,171,039 | $ 2,171,039 | $ 2,360,004 | |
Change for the period | 2,184,276 | ||||
Forex translation difference | (300,386) | (188,965) | |||
Sale of Tingo Mobile | $ 4,054,929 | ||||
Total Deferred Tax Liabilities | $ 4,054,929 | $ 4,054,929 | $ 2,171,039 |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) | |
Settlement of litigation with ClearThink Capital, LLC | |
Commitments and Contingencies | |
Litigation settlement value | $ 7.7 |
Concentartions (Details)
Concentartions (Details) - Nigeria $ in Millions | 12 Months Ended |
Dec. 31, 2022 USD ($) customer | |
Concentrations | |
Number of farmer | customer | 2 |
Revenue from contract with customer | $ | $ 9.3 |
Related-Party Transactions an_2
Related-Party Transactions and Agreements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Oct. 15, 2022 | Oct. 06, 2022 | Dec. 31, 2022 | Dec. 31, 2022 | |
Related-Party Transactions and Agreements | ||||
Interest rate | 5% | |||
Promissory note with related party | Tingo Group, Inc. | ||||
Related-Party Transactions and Agreements | ||||
Principal amount | $ 23,700,000 | $ 23,700,000 | ||
Interest rate | 5% | 5% | ||
Tingo Mobile Limited | ||||
Related-Party Transactions and Agreements | ||||
Repayments of Related Party Debt | $ 21,671,336 | |||
Tingo Mobile Limited | Promissory note with related party | ||||
Related-Party Transactions and Agreements | ||||
Principal amount | $ 15,866,000 | $ 15,866,000 | ||
Interest rate | 5% |
Subsequent Events (Details)
Subsequent Events (Details) - Settlement of litigation with ClearThink Capital, LLC - USD ($) | 12 Months Ended | |
Jan. 03, 2023 | Dec. 31, 2022 | |
Subsequent Event | ||
Litigation settlement value | $ 7,700,000 | |
Subsequent Event | ||
Subsequent Event | ||
Cash payment | $ 300,000 | |
Litigation settlement value | $ 7,700,000 |
Intangible Assets - Additiona_2
Intangible Assets - Additional (Details) - SITE INSTALLATIONS | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Intangible Assets and Work-in- Progress | |
Work in progress at the beginning | $ 207,968,849 |
Transfer to Capitalization - Site Installations | (191,316,838) |
Forex translation difference | $ (16,652,011) |