Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 15, 2023 | |
Document and Entity Information | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2023 | |
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 | |
Entity Address, Address Line Two | Street, Suite 240 | |
Entity Address, City or Town | Draper | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 10010 | |
City Area Code | 385 | |
Local Phone Number | 463-8168 | |
Title of 12(g) Security | Class A Common Stock, $0.001 par value per share | |
Trading Symbol | IWBB | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 1,227,516,211 | |
Entity Central Index Key | 0001648365 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 32,239 | $ 985 |
Loans and other receivables - related parties | 19,882,400 | 19,637,668 |
Total Current Assets | 19,914,639 | 19,638,653 |
Non-Current Assets | ||
Investment in securities | 1,215,241,000 | 1,215,241,000 |
Total Non-Current assets | 1,215,241,000 | 1,215,241,000 |
Total Assets | 1,235,155,639 | 1,234,879,653 |
Current Liabilities | ||
Accounts payable and accruals | 5,454,543 | 4,286,181 |
Advances from related party | 465,000 | 505,000 |
Notes payable - related parties | 23,749,945 | 23,749,945 |
Settlement liability | 7,700,000 | |
Total Current Liabilities | 37,369,488 | 28,541,126 |
Total Liabilities | 37,369,488 | 28,541,126 |
Commitments and Contingencies | ||
Stockholders' Equity | ||
Additional paid-in-capital | 419,181,135 | 419,181,135 |
Retained earnings | 799,892,643 | 818,796,244 |
Deferred stock compensation | (22,580,143) | (32,931,368) |
Total Stockholders' Equity | 1,197,786,151 | 1,206,338,527 |
Total Liabilities and Stockholders' Equity | 1,235,155,639 | 1,234,879,653 |
Class A common stock | ||
Stockholders' Equity | ||
Common stock value | 1,227,516 | 1,227,516 |
Class B common stock | ||
Stockholders' Equity | ||
Common stock value | $ 65,000 | $ 65,000 |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
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 | 1,227,516,211 |
Common stock, shares, outstanding | 1,227,516,211 | 1,227,516,211 |
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 |
STATEMENTS OF OPERATIONS AND CO
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME | ||
Revenue | $ 257,057,519 | |
Cost of revenue | (2,499,840) | |
Gross Profit | 254,557,679 | |
Operating Expenses | ||
Payroll and related expenses | $ 11,023,462 | 19,241,212 |
Distribution expenses | 221,187 | |
Professional fees | 299,999 | 55,669,412 |
Bank fees and charges | 636,047 | |
Depreciation and amortization | 106,740,939 | |
General and administrative expenses - other | 7,739,266 | 838,913 |
Bad debt expenses | 47,398 | |
Total Operating Expenses | 19,062,727 | 183,395,108 |
Income (Loss) from Operations | (19,062,727) | 71,162,571 |
Other Income (Expenses) | ||
Other income | 452,962 | 185,798 |
Interest expense | (293,836) | |
Total Other Income | 159,126 | 185,798 |
Income (Loss) Before Tax | (18,903,601) | 71,348,369 |
Taxation | (38,698,829) | |
Net Income (Loss) | (18,903,601) | 32,649,540 |
Other Comprehensive Loss | ||
Translation Adjustment | (340,113) | |
Total Comprehensive Income (Loss) | $ (18,903,601) | $ 32,309,427 |
Earnings per Share - Basic | $ (0.02) | $ 0.03 |
Earnings per Share - Diluted | $ (0.02) | $ 0.03 |
Weighted Average Number of Common Shares Outstanding - Basic | 1,227,516,211 | 1,214,793,989 |
Weighted Average Number of Common Shares Outstanding - Diluted | 1,227,516,211 | 1,214,793,989 |
STATEMENTS OF SHAREHOLDERS' EQU
STATEMENTS OF SHAREHOLDERS' EQUITY - USD ($) | Common stock Class A common stock Consultants | Common stock Class A common stock | Common stock Class B common stock | Additional Paid In Capital Consultants | Additional Paid In Capital | Deferred Stock Compensation Consultants | Deferred Stock Compensation | Retained Earnings | Translation Reserve | Total |
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 | 32,649,540 | 32,649,540 | ||||||||
Vesting of deferred stock compensation | 72,039,501 | 72,039,501 | ||||||||
Issuance of shares for incentive compensation plan - consultants | $ 10,000 | $ 54,990,000 | $ (55,000,000) | |||||||
Issuance of shares for incentive compensation plan - consultants (in shares) | 10,000,000 | |||||||||
Foreign currency translation adjustment | (340,113) | (340,113) | ||||||||
Ending Balances at Mar. 31, 2022 | $ 1,215,016 | $ 65,000 | 385,693,635 | (49,318,303) | 448,745,105 | $ (85,731,549) | 700,668,904 | |||
Ending Balances (in shares) at Mar. 31, 2022 | 1,215,016,211 | 65,000,000 | ||||||||
Beginning Balances at Dec. 31, 2022 | $ 1,227,516 | $ 65,000 | 419,181,135 | (32,931,368) | 818,796,244 | 1,206,338,527 | ||||
Beginning Balances (in shares) at Dec. 31, 2022 | 1,227,516,211 | 65,000,000 | ||||||||
Net income (loss) for the year | (18,903,601) | (18,993,601) | ||||||||
Vesting of deferred stock compensation | 10,351,225 | 10,351,225 | ||||||||
Ending Balances at Mar. 31, 2023 | $ 1,227,516 | $ 65,000 | $ 419,181,135 | $ (22,580,143) | $ 799,892,643 | $ 1,197,786,151 | ||||
Ending Balances (in shares) at Mar. 31, 2023 | 1,227,516,211 | 65,000,000 |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (18,903,601) | $ 32,649,540 |
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities: | ||
Depreciation and amortization | 106,740,939 | |
Stock issued for services | 55,000,000 | |
Deferred compensation | 10,351,225 | 17,039,501 |
Settlement expense | 7,700,000 | |
Increase/decrease related to: | ||
Inventories | 26,605 | |
Trade and other receivables | 269,516,718 | |
Other current assets | (244,732) | |
Accounts payable and accruals | 1,168,362 | (483,001,791) |
Deferred income | (131,929,770) | |
Value added tax | (10,208,768) | |
Taxes payable | 40,005,836 | |
Net cash provided by (used in) operating activities | 71,254 | (104,161,190) |
Cash flows from financing activities: | ||
Payments on advances from related party | (40,000) | |
Net cash used in financing activities | (40,000) | |
Translation adjustment | 1,140,248 | |
Net change in cash and cash equivalents | 31,254 | (103,020,942) |
Cash and cash equivalents, beginning of the period | 985 | 128,367,605 |
Cash and cash equivalents, end of the period | $ 32,239 | $ 25,346,663 |
Description of Business and Bas
Description of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2023 | |
Description of Business and Basis of Presentation | |
Description of Business and Basis of Presentation | (1) Description of Business and Basis of Presentation Description of Business As described more fully under Note 2 - 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’. Our principal office is located at 11650 South State Street, Suite 240, Draper, UT 84020, and the telephone number is +1-385-463-8168. Our corporate website is located at www.tingoinc.com. We make available free of charge on our website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed or furnished to the Securities and Exchange Commission (“SEC”). Basis of Presentation 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 “ Predecessor Period ” refers to the consolidated operations of the Company from January 1, 2022 through March 31, 2022; and ● “ Successor ” and “ Successor Period ” refers to the operations of the Company from December 1, 2022, the date of our sale of Tingo Mobile, through December 31, 2022, and from January 1, 2023 through March 31, 2023. Our financial statements include our accounts and those of our wholly-owned subsidiaries, as applicable. All intercompany transactions and balances have been eliminated in the accompanying consolidated financial statements. Our results of operations for the Predecessor Period ended March 31, 2022, the year ended December 31, 2022, or the three months ended March 31, 2023 are not necessarily indicative of results that ultimately may be achieved for the remainder of 2023. Due to the lack of comparability of the financial statements of the Predecessor Period with the Successor Period, our 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, 2022 and amounts presented for all prior periods. |
Sale of Tingo Mobile
Sale of Tingo Mobile | 3 Months Ended |
Mar. 31, 2023 | |
Sale of Tingo Mobile | |
Sale of Tingo Mobile | (2) Sale of Tingo Mobile Overview. Consideration Received ● Common and Preferred Stock . At the closing of the Merger, we received 25,783,675 shares of newly-issued common stock of TIO equal to 19.9% of its outstanding shares, calculated as of the closing date of the Merger, and two series of convertible preferred shares – Series A Convertible Preferred Stock (“Series A Preferred Stock”) and Series B Convertible Preferred Stock (“Series B Preferred Stock”). ● Undertaking to Pay Certain Liabilities of the Company . Pursuant to the terms of the Merger Agreement, we also received an undertaking from TIO to pay certain liabilities and accounts payable of the Company as of November 30, 2022, as well as certain other expenses relating to the maintenance of our reporting status under the Securities Exchange Act for the one-year period following the Merger. As of December 31, 2022 and March 31, 2023, the amount due to us pursuant to this undertaking was approximately $3.7 million and $3.6 million, respectively. This amount is set forth below as ‘Due from Related Party’ under Note 7 – Loans and Other Receivables – Related Parties . Key Terms of Series A Preferred Stock Key Terms of Series B Preferred Stock Temporary Investment Company Status |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 —In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, we do not consolidate equity interests we hold in other entities. Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies , codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries. Valuation of Our Holdings in TIO —In connection with the sale of Tingo Mobile to TIO, we received shares of TIO common stock and two series of convertible preferred stock of TIO. The shares of TIO common stock are traded on the Nasdaq Capital Market under the symbol ‘TIO’. Because, at December 31, 2022 and March 31, 2023, more than 40% of the value of our unconsolidated assets consists of ‘investment securities’ (as such term is defined pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), we are considered an ‘investment company’ under the 1940 Act and, as a result, we are required to assess the fair value of our holding in TIO. Fair Value Measurement . Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below: ● Level 1 —Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 —Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies. ● Level 3 —Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation. Management Considerations . In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. In the case of Tingo, we assessed the nature of our holding of common and convertible Preferred Stock in TIO and considered certain factors which, in management’s view, made this holding a Level 2 asset, including the following: ● the lack of institutional trading in TIO common stock; and ● the conditions associated with conversion of the TIO Preferred Stock into TIO common stock. With respect to the last point above, we consider it significant that, should conversion of our Series B Preferred Stock not occur by 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 Predecessor Periods indicated in this Report. Use of 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, 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 Compensation-Stock Compensation Classes of Common Stock —The Company has two classes of common stock. Each share of Class A common stock is entitled to one ( 1 ) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefore. Each share of Class B common stock is entitled to ten ( 10 ) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind. Retained Earnings — The components that make up distributable earnings for the Successor Period and the Predecessor Period on the Company’s Balance Sheet as of March 31, 2023 and 2022 are as follows: Successor Period Predecessor Period Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Net income (loss) for period $ (18,903,601) $ 32,649,540 Retained Earnings - beginning of period 818,796,244 416,095,565 Retained Earnings (distributable earnings) $ 799,892,643 $ 448,745,105 Accounts Receivable 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 March 31, 2023 and 2022, there were no uncertain tax positions that required accrual. The reconciliation of income tax benefit at the U.S. statutory rate of 25% to the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, 2023 Percent 2022 Percent Income tax benefit $ (2,587,806) 25.0 % $ (18,009,875) 25.0 % Valuation allowance against net deferred tax assets 2,587,806 25.0 % 18,009,875 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 three months ended March 31, 2023 and 2022 are as follows: Deferred Tax Assets March 31, 2023 March 31, 2022 Beginning of period $ — $ — Net operating losses 98,269,131 83,209,591 Valuation Allowance (98,269,131) (83,209,591) Net Deferred Tax Assets $ — $ — The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary during the Predecessor Period, did not issue any dividends during such period. In our Statements of Operations, as consolidated for the Predecessor Period, we have deducted taxes payable in connection with our former operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, then our wholly-owned subsidiary. In addition, our parent company 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 $98.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled 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. Operating Segments Segment Reporting Based on the provisions of ASC 280, we evaluated our former operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment. Leased Assets Measurement and Recognition of Leases as a Lessee Also during the Predecessor Period, 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 the use of residential houses for a one-year period by traveling Tingo Mobile executives. Instead of recognizing a right-of-use asset and lease liability, the payments in relation to these are recognized as an expense on a straight-line basis over the lease term. Accounting Pronouncements |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation | |
Share-Based Compensation | (4) Share-Based Compensation On October 6, 2021, the Company’s Board of Directors adopted our 2021 Equity Incentive Plan (“Incentive Plan”), the purpose of which was to promote the interests of the Company by encouraging directors, officers, employees, and consultants of Tingo to develop a long-term interest in the Company, align their interests with that of our stockholders, and provide a means whereby they may develop a proprietary interest in the development and financial success of the Company and its stockholders. The Incentive Plan is also intended to enhance the ability of the Company and its subsidiaries to attract and retain the services of individuals who are essential for the growth and profitability of the Company. The Incentive Plan permits the award of restricted stock, common stock purchase options, restricted stock units, and stock appreciation awards. The maximum number of shares of our Class A common stock that are subject to awards granted under the Incentive Plan is 131,537,545 shares. The term of the Incentive Plan will expire on October 6, 2031. On October 12, 2021, our stockholders approved our Incentive Plan and, during 2021 and 2022, the Tingo Compensation Committee granted awards under the Incentive Plan to certain directors, executive officers, employees, and consultants in the aggregate amount of 131,370,000 shares. The majority of the awards so issued are each subject to a vesting requirement over a 2-year period unless the recipient thereof is terminated or removed from their position without “cause”, or as a result of constructive termination, as such terms are defined in the respective award agreements entered into by each of the recipients and the Company. We account for share-based compensation using the fair value method, as prescribed by ASC 718, Compensation—Stock Compensation The following table summarizes the activity related to granted, vested, and unvested restricted stock awards under the Incentive Plan for the three months ended March 31, 2023: Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding, January 1, 2023 16,732,916 $ 1.97 Shares Granted — — Shares Vested 5,270,703 $ 1.96 Shares Forfeited — — Unvested shares outstanding, March 31, 2023 11,462,213 $ 1.97 (5) |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition | |
Revenue Recognition | (6) Revenue Recognition Policy Revenue is recognized when a customer obtains control of promised goods or services and is recognized in an amount that reflects the consideration that an entity expects to receive in exchange for those goods or services. In addition, the standard requires disclosure of the nature, amount, timing, and uncertainty of revenue and cash flows arising from contracts with customers. The amount of revenue that is recorded reflects the consideration that the Company expects to receive in exchange for those goods. The Company applies the following five-step model in order to determine this amount: 1. Identification of the promised goods in the contract; 2. Determination of whether the promised goods are performance obligations, including whether they are distinct in the context of the contract; 3. Measurement of the transaction price, including the constraint on variable consideration; 4. Allocation of the transaction price to the performance obligations; and 5. Recognition of revenue when (or as) the Company satisfies each performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. Once a contract is determined to be within the scope of ASC 606 at contract inception, the Company reviews the contract to determine which performance obligations the Company must deliver and which of these performance obligations are distinct. The Company recognizes as revenues the amount of the transaction price that is allocated to the respective performance obligation when the performance obligation is satisfied or as it is satisfied. During the Predecessor Period, the Company’s performance obligations with regard to its leasing contracts are satisfied over time in the case of our mobile phone leases, and at a point in time in the case of our agri-fintech services, typically upon delivery. During the Predecessor Period, our revenue was comprised of lease payments for our smartphone devices, and fees for services and financial technology solutions. We offered service-only contracts and contracts that bundle equipment used to access the services and/or with other service offerings. Some contracts had fixed terms and others are cancellable on a short-term basis (i.e., month-to-month arrangements). We have elected to record revenue net of taxes collected from our customers that are remitted to governmental authorities, with the collected taxes recorded within other current liabilities until remitted to the relevant government authority. Sources During the Predecessor Period (prior to our sale of Tingo Mobile), the Company had the following principal revenue sources: ● Mobile Leasing – customers entered an annual contract for a fixed monthly rental. The customers are committed for the full term. Our accounting policy was to recognize lease revenue ratably during the term. We did not assess a cost of sales associated with such lease revenue, but instead depreciated our mobile devices ratably on a straight-line basis over their estimated useful life of 36 months . ● Call and Data Services – our customers used call and data services at normalized rates which, given the increasing proliferation of wifi connections, even in rural locations, have steadily declined over time. ● Nwassa services – this is Tingo Mobile’s Agri-Fintech platform powered by the smartphones leased on an annual term as described above, known as ‘device as a service’. Revenue was recognized based on the following basis as out performance obligations are satisfied: ● 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 depending upon service provided 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 | 3 Months Ended |
Mar. 31, 2023 | |
Foreign Currency Translation | |
Foreign Currency Translation | (7) Foreign Currency Translation The consolidated financial statements are presented in U.S. dollars, which is the presentation currency and the functional currency during the Successor Period, and the functional currency for the Predecessor Period is Nigeria Naira. Due to the sale of Tingo Mobile, our sole operating subsidiary, on December 1, 2022, the exchange rate is not applicable as of and for the three months ended March 31, 2023. The exchange rates used for conversion are: March 31, December 31, 2023 2022 Balance Sheet: Nigerian Naira n/a 412.99 Statement of Operations: Nigerian Naira n/a 396.46 Foreign currency transactions are translated into the functional currencies of the Company’s subsidiaries using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the consolidated statements of operations and comprehensive income. Non-monetary items carried at cost are translated using the exchange rate at the date of the transaction. Non-monetary items carried at fair value are translated at the date the fair value is determined. For Nigeria, due to the volatile nature of the exchange rate, during the Predecessor Period, we applied the prudent approach to convert both the Statement of Operations and Balance Sheet at the same rate to indicate a fairer reflection of the state of affairs. |
Loans and Other Receivables - R
Loans and Other Receivables - Related Parties | 3 Months Ended |
Mar. 31, 2023 | |
Loans and Other Receivables - Related Parties | |
Loans and Other Receivables - Related Parties | (8) Loans and Other Receivables – Related Parties Loans and other receivables due from related parties consisted of the following as of March 31, 2023 and December 31, 2022: March 31, 2023 December 31, 2022 Due from related party $ 3,631,949 $ 3,713,179 Advances to related party 21,489 58,489 Note receivable due from Tingo Mobile, dated October 15, 2022, interest at 5%, due on May 10, 2024 16,228,962 15,866,000 Total loans and other receivables – related parties $ 19,882,400 $ 19,637,668 Due from related party consists of obligations due under the terms of the Merger Agreement with TIO. Pursuant to the terms of the agreement, TIO agreed to pay certain liabilities and accounts payable of the Company as of November 30, 2022, as well as certain other expenses relating to the maintenance of our reporting status under the Securities Exchange Act for the one-year period following the Merger. The note receivable due from Tingo Mobile relates to sums provided to Tingo Mobile by the Company during the Predecessor Period 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 | 3 Months Ended |
Mar. 31, 2023 | |
Investment in Securities | |
Investment in Securities | (9) Investments in Securities Investment in Securities |
Liquidity and Financing Arrange
Liquidity and Financing Arrangements | 3 Months Ended |
Mar. 31, 2023 | |
Liquidity and Financing Arrangements | |
Liquidity and Financing Arrangements | (10) Liquidity and Financing Arrangements Liquidity Cash and Cash Equivalents |
Current and Non-Current Liabili
Current and Non-Current Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
Current and Non-Current Liabilities | |
Current and Non-Current Liabilities | (10) Current and Non-Current Liabilities Accounts payable and accruals Accounts payable and accruals consisted of the following: March 31, 2023 December 31, 2022 Accounts payable $ 926,577 $ 1,003,787 Accrued compensation 3,764,750 2,948,013 Other payables 763,216 334,381 Total accounts payable and accruals $ 5,454,543 $ 4,286,181 Advances from Related Party Notes Payable – Related Parties |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies | |
Commitments and Contingencies | (11) Commitments and Contingencies Operating Leases —During the Predecessor Period, we were responsible for an operating lease covering office space in Nigeria for Tingo Mobile, our former operating subsidiary. We continue to be subject to an operating lease in the United States on a month-to-month basis. We consider this arrangement to be a ‘low value lease’ and, accordingly, have not recognized a right of use asset or liability in our financial statements. Litigation Settlement —During the quarter ended March 31, 2023, we settled a lawsuit with ClearThink Capital, LLC (“ClearThink”). Pursuant to the terms of the settlement, on the one-year anniversary date of the settlement, we are obligated to pay ClearThink Capital, LLC a combination of Company common stock and common stock of TIO held by the Company equal in value to $ 7.7 million. Accordingly, we have recognized this contingency payment on our balance sheet as of March 31, 2023. 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. Estimated losses from contingencies are accrued by a charge to earnings when information available prior to the issuance of the financial statements indicates that it is likely that a future event will confirm that an asset has been impaired or a liability incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. |
Related-Party Transactions and
Related-Party Transactions and Agreements | 3 Months Ended |
Mar. 31, 2023 | |
Related-Party Transactions and Agreements | |
Related-Party Transactions and Agreements | (12) Related-Party Transactions and Agreements See Note 7 – Loans and Other Receivables – Related Parties From time-to-time, we may enter into transactions or incur indebtedness to persons affiliated with members of our board of directors, executive officers. We will seek to ensure that, to the greatest extent possible, any such agreements or transactions are undertaken on an arms-length basis and representative of standard commercial terms and conditions that would be available to us from third parties. Note payable – related party consists of a promissory note due to TIO in connection with the Merger Agreement. The note has a principal amount of $23,700,000, accrues interest at 5% per annum, and is due on May 10, 2024. Note receivable – related party consists of a promissory note due from Tingo Mobile that was used to acquire mobile devices during the Predecessor Period in the fourth quarter of 2022. The note has a principal amount of $15,866,000, accrues interest at 5% per annum, and is due on May 10, 2024. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events | |
Subsequent Events | (13) Subsequent Events Management performed an evaluation of the Company’s activity through the date the financial statements were issued, noting the following subsequent event: On April 27, 2023, as described in the Company’s Current Report on Form 8-K filed on the same date, the shareholders of the Company approved the amendment and restatement of the Company’s Articles of Incorporation to change the Company’s corporate name from ‘Tingo, Inc.’ to ‘Agri-Fintech Holdings, Inc.’ |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Consolidation | Consolidation —In accordance with Article 6 of Regulation S-X under the Securities Act of 1933, we do not consolidate equity interests we hold in other entities. Under the investment company rules and regulations pursuant to the American Institute of Certified Public Accountants (“AICPA”) Audit and Accounting Guide for Investment Companies , codified in ASC 946, we are precluded from consolidating any entity other than another investment company, except that ASC 946 provides for the consolidation of a controlled operating company that provides substantially all of its services to the investment company or its consolidated subsidiaries. |
Valuation of Our Holdings in TIO | Valuation of Our Holdings in TIO —In connection with the sale of Tingo Mobile to TIO, we received shares of TIO common stock and two series of convertible preferred stock of TIO. The shares of TIO common stock are traded on the Nasdaq Capital Market under the symbol ‘TIO’. Because, at December 31, 2022 and March 31, 2023, more than 40% of the value of our unconsolidated assets consists of ‘investment securities’ (as such term is defined pursuant to the Investment Company Act of 1940, as amended (the “1940 Act”), we are considered an ‘investment company’ under the 1940 Act and, as a result, we are required to assess the fair value of our holding in TIO. Fair Value Measurement . Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date and sets out a fair value hierarchy. The fair value hierarchy gives the highest priority to quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability. The three levels of the fair value hierarchy are described below: ● Level 1 —Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. ● Level 2 —Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly; and fair value is determined through the use of models or other valuation methodologies. ● Level 3 —Inputs are unobservable for the asset or liability and include situations where there is little, if any, market activity for the asset or liability. The inputs into the determination of fair value are based upon the best information under the circumstances and may require significant management judgment or estimation. Management Considerations . In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an asset’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset. In the case of Tingo, we assessed the nature of our holding of common and convertible Preferred Stock in TIO and considered certain factors which, in management’s view, made this holding a Level 2 asset, including the following: ● the lack of institutional trading in TIO common stock; and ● the conditions associated with conversion of the TIO Preferred Stock into TIO common stock. With respect to the last point above, we consider it significant that, should conversion of our Series B Preferred Stock not occur by 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 Predecessor Periods indicated in this Report. |
Use of Estimates | Use of 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, 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 Compensation-Stock Compensation |
Classes of Common Stock | Classes of Common Stock —The Company has two classes of common stock. Each share of Class A common stock is entitled to one ( 1 ) vote, and is entitled to receive dividends when and if declared by the board of directors out of assets legally available therefore. Each share of Class B common stock is entitled to ten ( 10 ) votes, but carries no dividend, distribution, liquidation, conversion, or economic rights of any kind. |
Retained Earnings | Retained Earnings — The components that make up distributable earnings for the Successor Period and the Predecessor Period on the Company’s Balance Sheet as of March 31, 2023 and 2022 are as follows: Successor Period Predecessor Period Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Net income (loss) for period $ (18,903,601) $ 32,649,540 Retained Earnings - beginning of period 818,796,244 416,095,565 Retained Earnings (distributable earnings) $ 799,892,643 $ 448,745,105 |
Accounts Receivable | Accounts Receivable |
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 March 31, 2023 and 2022, there were no uncertain tax positions that required accrual. The reconciliation of income tax benefit at the U.S. statutory rate of 25% to the Company’s effective tax rate for the three months ended March 31, 2023 and 2022 is as follows: Three Months Ended March 31, 2023 Percent 2022 Percent Income tax benefit $ (2,587,806) 25.0 % $ (18,009,875) 25.0 % Valuation allowance against net deferred tax assets 2,587,806 25.0 % 18,009,875 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 three months ended March 31, 2023 and 2022 are as follows: Deferred Tax Assets March 31, 2023 March 31, 2022 Beginning of period $ — $ — Net operating losses 98,269,131 83,209,591 Valuation Allowance (98,269,131) (83,209,591) Net Deferred Tax Assets $ — $ — The income of a foreign subsidiary is not necessarily subject to U.S. tax, provided the income is from the active conduct of a trade or business within the non-U.S. jurisdiction. However, earnings of the foreign subsidiary, to the extent reinvested in the U.S. or distributed to the U.S. parent as a dividend, may be subject to U.S. tax. In addition, the Internal Revenue Code requires that transfer pricing between a U.S. parent and a foreign subsidiary be made on an arms’ length basis. Tingo Mobile, our sole operating subsidiary during the Predecessor Period, did not issue any dividends during such period. In our Statements of Operations, as consolidated for the Predecessor Period, we have deducted taxes payable in connection with our former operations in Nigeria. However, inasmuch as the U.S. and Nigeria do not have a tax treaty, we do not receive a corresponding credit in the U.S. for tax paid in Nigeria by Tingo Mobile, then our wholly-owned subsidiary. In addition, our parent company 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 $98.2 million of net operating losses carried forward to offset taxable income, if any, in future years which expire commencing in fiscal year 2037. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled 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. |
Operating Segments | Operating Segments Segment Reporting Based on the provisions of ASC 280, we evaluated our former operating business and considered various factors associated therewith, including the concentration of our business in one country and the integration of our leasing business with the use of our agri-fintech platform that utilizes software embedded within the leased device. Accordingly, this evaluation resulted in one reportable segment. |
Leased Assets | Leased Assets Measurement and Recognition of Leases as a Lessee Also during the Predecessor Period, 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. |
Accounting Pronouncements | Accounting Pronouncements |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Significant Accounting Policies | |
Schedule of distributable earnings for the Successor Period and the Predecessor Period | Successor Period Predecessor Period Three Months Ended Three Months Ended March 31, 2023 March 31, 2022 Net income (loss) for period $ (18,903,601) $ 32,649,540 Retained Earnings - beginning of period 818,796,244 416,095,565 Retained Earnings (distributable earnings) $ 799,892,643 $ 448,745,105 |
Schedule of reconciliation of the federal income tax rate to the Company's effective tax rate | Three Months Ended March 31, 2023 Percent 2022 Percent Income tax benefit $ (2,587,806) 25.0 % $ (18,009,875) 25.0 % Valuation allowance against net deferred tax assets 2,587,806 25.0 % 18,009,875 25.0 % Effective Rate $ — 0.00 % $ — 0.00 % |
Schedule of Company's net deferred tax assets | Deferred Tax Assets March 31, 2023 March 31, 2022 Beginning of period $ — $ — Net operating losses 98,269,131 83,209,591 Valuation Allowance (98,269,131) (83,209,591) Net Deferred Tax Assets $ — $ — |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation | |
Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plan | Weighted Number of Average Grant Shares Date Fair Value Unvested shares outstanding, January 1, 2023 16,732,916 $ 1.97 Shares Granted — — Shares Vested 5,270,703 $ 1.96 Shares Forfeited — — Unvested shares outstanding, March 31, 2023 11,462,213 $ 1.97 |
Foreign Currency Translation (T
Foreign Currency Translation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Foreign Currency Translation | |
Schedule of exchange rate | March 31, December 31, 2023 2022 Balance Sheet: Nigerian Naira n/a 412.99 Statement of Operations: Nigerian Naira n/a 396.46 |
Loans and Other Receivables -_2
Loans and Other Receivables - Related Parties (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Loans and Other Receivables - Related Parties | |
Schedule of loans and other receivables due from related parties | March 31, 2023 December 31, 2022 Due from related party $ 3,631,949 $ 3,713,179 Advances to related party 21,489 58,489 Note receivable due from Tingo Mobile, dated October 15, 2022, interest at 5%, due on May 10, 2024 16,228,962 15,866,000 Total loans and other receivables – related parties $ 19,882,400 $ 19,637,668 |
Current and Non-Current Liabi_2
Current and Non-Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Current and Non-Current Liabilities | |
Summary of accounts payable and accruals | March 31, 2023 December 31, 2022 Accounts payable $ 926,577 $ 1,003,787 Accrued compensation 3,764,750 2,948,013 Other payables 763,216 334,381 Total accounts payable and accruals $ 5,454,543 $ 4,286,181 |
Description of Business and B_2
Description of Business and Basis of Presentation (Details) - Tingo Mobile Limited - Common stock - shares | Dec. 01, 2022 | Dec. 31, 2023 |
Disposed by sale | ||
Description of Business and Basis of Presentation | ||
Consideration in number of shares | 25,783,675 | |
Disposed by sale | Tingo Group, Inc. | ||
Description of Business and Basis of Presentation | ||
Percentage of interest on outstanding common stock | 75% | |
Disposed by sale | Tingo Group, Inc. | ||
Description of Business and Basis of Presentation | ||
Consideration in number of shares | 25,783,675 | |
Forecast | Tingo Group, Inc. | ||
Description of Business and Basis of Presentation | ||
Percentage of interest on outstanding common stock | 75% |
Sale of Tingo Mobile (Details)
Sale of Tingo Mobile (Details) - Disposed by sale - USD ($) $ in Millions | Dec. 01, 2022 | Mar. 31, 2023 | Dec. 31, 2022 |
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 | $ 3.6 | $ 3.7 | |
Series A Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of issued and outstanding shares in exchange for redemption | 27% | ||
Series B Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Cash for redemption of preferred stock | $ 667 | $ 667 | |
Percentage of ownership interest issued for redemption of preferred stock | 35% | ||
Series B Preferred Stock | Tingo International Holdings Inc [Member] | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of ownership interest issued for redemption of preferred stock | 33% | ||
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% | ||
Common stock | Series A Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of outstanding shares on conversion | 20.10% | ||
Common stock | Series B Preferred Stock | Tingo Mobile Limited | |||
Sale of Tingo Mobile | |||
Percentage of ownership interest issued for redemption of preferred stock | 35% | ||
Tingo Mobile Limited | Common stock | Series B Preferred Stock | |||
Sale of Tingo Mobile | |||
Percentage of interest on outstanding common stock | 75% |
Significant Accounting Polici_4
Significant Accounting Policies - Additional Information (Details) | 3 Months Ended | ||
Mar. 31, 2023 USD ($) segment Vote class | Mar. 31, 2022 USD ($) | Dec. 01, 2022 USD ($) | |
Variable Interest Entity | |||
Number of classes of common stock | class | 2 | ||
Accounts receivable | $ 0 | ||
Leasing term | 12 months | ||
Percentage of general allowance of all account receivables | 3% | ||
Bad debt expense | $ 47,000 | ||
Impairment of long-lived assets | $ 0 | 0 | |
Uncertain tax positions requiring accrual | 0 | $ 0 | |
Operating loss carryforwards | $ 98,200,000 | ||
Number of reportable segments | segment | 1 | ||
Mobile Leasing | |||
Variable Interest Entity | |||
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 | $ 667,000,000 | $ 667,000,000 | |
Percentage of ownership interest issued for redemption of preferred stock | 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% |
Significant Accounting Polici_5
Significant Accounting Policies - Retained earnings (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Significant Accounting Policies | ||
Net income (loss) for period | $ (18,903,601) | $ 32,649,540 |
Retained Earnings - beginning of period | 818,796,244 | 416,095,565 |
Retained Earnings (distributable earnings) | $ 799,892,643 | $ 448,745,105 |
Significant Accounting Polici_6
Significant Accounting Policies - Company's effective tax rate (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Significant Accounting Policies | ||
Income tax benefit | $ (2,587,806) | $ (18,009,875) |
Income tax benefit (Percentage) | 25% | 25% |
Valuation allowance against net deferred tax assets | $ (2,587,806) | $ (18,009,875) |
Valuation allowance against net deferred tax assets (Percentage) | 25% | 25% |
Effective rate (Percentage) | 0% | 0% |
Significant Accounting Polici_7
Significant Accounting Policies - Company's net deferred tax assets (Details) - USD ($) | Mar. 31, 2023 | Mar. 31, 2022 |
Significant Accounting Policies | ||
Net operating losses | $ 98,269,131 | $ 83,209,591 |
Valuation Allowance | $ (98,269,131) | $ (83,209,591) |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of activity related to granted, vested, and unvested restricted stock awards under the incentive plans (Details) | 3 Months Ended |
Mar. 31, 2023 $ / shares shares | |
Number of Shares | |
Unvested shares outstanding as of January 1, 2022 | shares | 16,732,916 |
Shares vested | shares | 5,270,703 |
Unvested shares outstanding as of December 31, 2022 | shares | 11,462,213 |
Weighted Average Grant Date Fair Value | |
Unvested shares outstanding as of January 1, 2022 | $ / shares | $ 1.97 |
Shares vested | $ / shares | 1.96 |
Unvested shares outstanding, December 31, 2022 | $ / shares | $ 1.97 |
Share-Based Compensation (Detai
Share-Based Compensation (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Oct. 06, 2021 | Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units (RSUs) | |||
Share-Based Compensation | |||
Vesting period | 2 years | ||
Stock based compensation expenses | $ 10.3 | $ 72 | |
Total compensation expense to be recognized in future period | $ 22.6 | ||
Weighted average period over which expenses is expected to recognized | 6 months 14 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 | 131,370,000 |
Revenue Recognition (Details)
Revenue Recognition (Details) | 3 Months Ended |
Mar. 31, 2023 | |
Disaggregation of Revenue | |
Leasing term of mobile phones | 12 months |
Mobile Leasing [Member] | |
Disaggregation of Revenue | |
Estimated useful life of asset | 3 years |
Foreign Currency Translation (D
Foreign Currency Translation (Details) - Nigeria, Nairas | 12 Months Ended |
Dec. 31, 2022 | |
Foreign Currency Translation | |
Exchange rate used for conversion in balance sheet | 412.99 |
Exchange rate used for conversion in profit and loss | 396.46 |
Loans and Other Receivables -_3
Loans and Other Receivables - Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Loans and Other Receivables - Related Parties | ||
Due from related party | $ 3,631,949 | $ 3,713,179 |
Advances to related party | 21,489 | 58,489 |
Note receivable due from Tingo Mobile, dated October 15,, 20222022, interest at 5%, , due on May 10, 2024 | 16,228,962 | 15,866,000 |
Total loans and other receivables - related parties | $ 19,882,400 | $ 19,637,668 |
Interest rate | 5% | 5% |
Interest | $ 362,962 | |
Tingo Mobile Limited | Promissory note with related party | ||
Loans and Other Receivables - Related Parties | ||
Interest rate | 5% | |
Principal amount | $ 15,866,000 |
Investment in Securities (Detai
Investment in Securities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Investment in Securities | ||
Investment in securities | $ 1,215,241,000 | $ 1,215,241,000 |
Tingo Mobile Limited | ||
Investment in Securities | ||
Investment in securities | $ 1,200,000,000 |
Liquidity and Financing Arran_2
Liquidity and Financing Arrangements (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Liquidity and Financing Arrangements | ||
Cash and cash equivalents | $ 32,000 | $ 1,000 |
Current and Non-Current Liabi_3
Current and Non-Current Liabilities (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Accounts Payable and Accruals | ||
Accounts payable | $ 926,577 | $ 1,003,787 |
Accrued compensation | 3,764,750 | 2,948,013 |
Other payables | 763,216 | 334,381 |
Accounts payable and accruals | $ 5,454,543 | $ 4,286,181 |
Current and Non-Current Liabi_4
Current and Non-Current Liabilities - Additional information (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 06, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Current and Non-Current Liabilities | |||
Expenses paid by related party on behalf of the Company | $ 465,000 | $ 505,000 | |
Interest rate | 5% | 5% | |
Promissory note with related party | Tingo Group, Inc. | |||
Current and Non-Current Liabilities | |||
Notes Payable to related party | $ 23,700,000 | ||
Interest rate | 5% | 5% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Settlement of litigation with ClearThink Capital, LLC | |
Commitments and Contingencies | |
Litigation settlement value | $ 7.7 |
Related-Party Transactions an_2
Related-Party Transactions and Agreements (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Oct. 06, 2022 | Mar. 31, 2023 | Dec. 31, 2022 | |
Related-Party Transactions and Agreements | |||
Interest rate | 5% | 5% | |
Promissory note with related party | Tingo Group, Inc. | |||
Related-Party Transactions and Agreements | |||
Principal amount | $ 23,700,000 | ||
Interest rate | 5% | 5% | |
Tingo Mobile Limited | Promissory note with related party | |||
Related-Party Transactions and Agreements | |||
Principal amount | $ 15,866,000 | ||
Interest rate | 5% |