Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2023 | Aug. 30, 2023 | |
Document Information Line Items | ||
Entity Registrant Name | TINGO GROUP, INC. | |
Trading Symbol | TIO | |
Document Type | 10-Q | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 205,219,048 | |
Amendment Flag | false | |
Entity Central Index Key | 0000854800 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Period End Date | Jun. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 001-35850 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 27-0016420 | |
Entity Address, Address Line One | 28 West Grand Avenue | |
Entity Address, Address Line Two | Suite 3 | |
Entity Address, City or Town | Montvale | |
Entity Address, State or Province | NJ | |
Entity Address, Postal Zip Code | 07645 | |
City Area Code | (201) | |
Local Phone Number | 225-0190 | |
Title of 12(b) Security | Common stock, par value $0.001 per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
ASSETS | ||
Cash and cash equivalents | $ 53,195 | $ 500,316 |
Trade accounts receivable, net | 366,022 | 11,541 |
Inventories | 142 | |
Related party receivables | 8,812 | 13,491 |
Other current assets | 153,979 | 5,828 |
Total current assets | 582,150 | 531,176 |
Property and equipment, net | 591,282 | 855,125 |
Intangible assets, net | 292,801 | 185,407 |
Goodwill | 211,849 | 101,247 |
Right of use assets under operating lease | 1,400 | 2,260 |
Long-term deposit and other non-current assets | 463 | 514 |
Deferred tax assets | 3,549 | 3,661 |
Restricted cash escrow | 1,379 | 2,233 |
Micronet Ltd. equity method investment | 315 | 735 |
Total long-term assets | 1,103,038 | 1,151,182 |
Total assets | 1,685,188 | 1,682,358 |
LIABILITIES, TEMPORARY EQUITY AND EQUITY | ||
Short-term loan | 165 | 460 |
Trade accounts payable | 149,483 | 11,092 |
Deposit held on behalf of clients | 1,493 | 2,528 |
Related party payables | 25,606 | 57,506 |
Current operating lease liability | 834 | 1,215 |
Other current liabilities | 112,865 | 192,594 |
Total current liabilities | 290,446 | 265,395 |
Long-term loan | 377 | |
Long-term operating lease liability | 507 | 905 |
Promissory note | 207,912 | |
Deferred tax liabilities | 108,974 | 89,597 |
Other long-term liability | 644 | |
Accrued severance pay | 47 | 50 |
Total long-term liabilities | 318,084 | 90,929 |
Commitment and Contingencies (Note 11) | ||
Temporary equity | ||
Series B preferred stock subject to redemption: $0.001 par value, 33,687.21 shares authorized and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively. | 553,035 | 553,035 |
Stockholders’ Equity: | ||
Series A preferred stock: $0.001 par value, 2,604.28 shares authorized and 0 shares issued and outstanding as of June 30, 2023 and December 31, 2022, respectively | 3 | 3 |
Common stock: $0.001 par value, 750,000,000 shares authorized, 164,968,599 and 157,599,882 shares issued and outstanding as of June 30, 2023, and December 31, 2022, respectively | 165 | 158 |
Additional paid-in capital | 893,471 | 889,579 |
Accumulated other comprehensive income (loss) | (520,627) | 4,367 |
Accumulated earnings (deficit) | 149,785 | (123,463) |
Tingo Group, Inc. stockholders’ equity | 522,797 | 770,644 |
Non-controlling interest | 826 | 2,355 |
Total stockholders’ equity | 523,623 | 772,999 |
Total liabilities, temporary equity and stockholders’ equity | $ 1,685,188 | $ 1,682,358 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
Common stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 750,000,000 | 750,000,000 |
Common stock, shares issued | 164,968,599 | 157,599,882 |
Common stock, shares outstanding | 164,968,599 | 157,599,882 |
Series B preferred stock | ||
Preferred stock, par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 33,687.21 | 33,687.21 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series A preferred stock | ||
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock par value (in Dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 2,604.28 | 2,604.28 |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Revenues | $ 977,169 | $ 11,958 | $ 1,828,414 | $ 21,521 |
Cost of revenues | 631,153 | 9,885 | 1,095,544 | 18,183 |
Gross profit | 346,016 | 2,073 | 732,870 | 3,338 |
Operating expenses: | ||||
Research and development | 333 | 346 | 696 | 941 |
Selling and marketing | 89,139 | 1,035 | 174,207 | 3,552 |
General and administrative | 23,416 | 13,665 | 53,043 | 20,991 |
Amortization of intangible assets | 12,644 | 797 | 23,763 | 1,594 |
Loss from deconsolidation of subsidiaries | 3,333 | 3,333 | ||
Impairment of long-term assets and goodwill | 35,438 | 35,438 | ||
Total operating expenses | 164,303 | 15,843 | 290,480 | 27,078 |
Profit (loss) from operations | 181,713 | (13,770) | 442,390 | (23,740) |
Other income (loss), net | (788) | 683 | (363) | 838 |
Financial income (expenses), net | (22,821) | (1,167) | (21,377) | (1,089) |
Profit (loss) before provision for income taxes | 158,104 | (14,254) | 420,650 | (23,991) |
Income tax expenses (benefit) | 61,781 | (5) | 147,695 | (1,081) |
Net profit (loss) after provision for income taxes | 96,323 | (14,249) | 272,955 | (22,910) |
Loss from equity investment | (212) | (187) | (420) | (371) |
Net profit (loss) | 96,111 | (14,436) | 272,535 | (23,281) |
Net loss attributable to non-controlling interests | (397) | (99) | (713) | (258) |
Net profit (loss) attributable to Tingo Group, Inc. | $ 96,508 | $ (14,337) | $ 273,248 | $ (23,023) |
Basic profit (loss) per share (in Dollars per share) | $ 0.59 | $ (0.11) | $ 1.68 | $ (0.18) |
Diluted profit (loss) per share (in Dollars per share) | $ 0.18 | $ (0.11) | $ 0.52 | $ (0.18) |
Weighted average common shares outstanding: | ||||
Basic (in Shares) | 164,199,357 | 126,431,864 | 162,764,178 | 124,455,921 |
Diluted (in Shares) | 527,222,097 | 126,431,864 | 525,786,518 | 124,455,921 |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Net profit (loss) | $ 96,111 | $ (14,436) | $ 272,535 | $ (23,281) |
Other comprehensive income (loss), net of tax: | ||||
Currency translation adjustment | (489,183) | 648 | (525,139) | 565 |
Total comprehensive loss | (393,072) | (13,788) | (252,604) | (22,716) |
Comprehensive loss attributable to non-controlling stockholders | (385) | (18) | (858) | (231) |
Comprehensive loss attributable to Tingo Group, Inc. | $ (392,687) | $ (13,770) | $ (251,746) | $ (22,485) |
Unaudited Condensed Consolida_5
Unaudited Condensed Consolidated Statements of Changes in Temporary Equity and Stockholders’ Equity - USD ($) $ in Thousands | Series A Preferred stock | Series B preferred stock subject to redemption | Common Stock | Additional Paid-in Capital | Accumulated Earnings (Deficit) | Accumulated Other Comprehensive Income (Loss) | Non- controlling Interest | Total |
Balance at Dec. 31, 2021 | $ 122 | $ 220,786 | $ (76,394) | $ (414) | $ 3,622 | $ 147,722 | ||
Balance (in Shares) at Dec. 31, 2021 | 122,435,576 | |||||||
Shares issued to service providers and employees | $ 7 | 3,817 | 3,824 | |||||
Shares issued to service providers and employees (in Shares) | 7,130,631 | |||||||
Stock based compensation | 235 | 235 | ||||||
Stock based compensation (in Shares) | ||||||||
Net profit (loss) | (23,023) | (258) | (23,281) | |||||
Other comprehensive income (loss) | 538 | 27 | 565 | |||||
Balance at Jun. 30, 2022 | $ 129 | 224,838 | (99,417) | 124 | 3,391 | 129,065 | ||
Balance (in Shares) at Jun. 30, 2022 | 129,566,207 | |||||||
Balance at Mar. 31, 2022 | $ 122 | 220,911 | (85,080) | (443) | 3,409 | 138,919 | ||
Balance (in Shares) at Mar. 31, 2022 | 122,435,576 | |||||||
Shares issued to service providers and employees | $ 7 | 3,817 | 3,824 | |||||
Shares issued to service providers and employees (in Shares) | 7,130,631 | |||||||
Stock based compensation | 110 | 110 | ||||||
Stock based compensation (in Shares) | ||||||||
Net profit (loss) | (14,337) | (99) | (14,436) | |||||
Other comprehensive income (loss) | 567 | 81 | 648 | |||||
Balance at Jun. 30, 2022 | $ 129 | 224,838 | (99,417) | 124 | 3,391 | 129,065 | ||
Balance (in Shares) at Jun. 30, 2022 | 129,566,207 | |||||||
Balance at Dec. 31, 2022 | $ 3 | $ 553,035 | $ 158 | 889,579 | (123,463) | 4,367 | 2,355 | 772,999 |
Balance (in Shares) at Dec. 31, 2022 | 2,604 | 33,687 | 157,599,882 | |||||
Shares issued to service providers and employees | $ 6 | 7,687 | 7,693 | |||||
Shares issued to service providers and employees (in Shares) | 6,437,500 | |||||||
Stock based compensation | 54 | 54 | ||||||
Stock based compensation (in Shares) | ||||||||
Net profit (loss) | 273,248 | (713) | 272,535 | |||||
Warrants repurchase agreements | (6,548) | (6,548) | ||||||
Warrants repurchase agreements (in Shares) | ||||||||
Exercising of warrants | $ 1 | 2,699 | 2,700 | |||||
Exercising of warrants (in Shares) | 931,217 | |||||||
Deconsolidation of subsidiaries | (671) | (671) | ||||||
Deconsolidation of subsidiaries (in Shares) | ||||||||
Other comprehensive income (loss) | (524,994) | (145) | (525,139) | |||||
Balance at Jun. 30, 2023 | $ 3 | $ 553,035 | $ 165 | 893,471 | 149,785 | (520,627) | 826 | 523,623 |
Balance (in Shares) at Jun. 30, 2023 | 2,604 | 33,687 | 164,968,599 | |||||
Balance at Mar. 31, 2023 | $ 3 | $ 553,035 | $ 164 | 896,398 | 53,277 | (31,432) | 1,882 | 920,292 |
Balance (in Shares) at Mar. 31, 2023 | 2,604 | 33,687 | 163,727,382 | |||||
Shares issued to service providers and employees | 898 | 898 | ||||||
Shares issued to service providers and employees (in Shares) | 310,000 | |||||||
Stock based compensation | 24 | 24 | ||||||
Stock based compensation (in Shares) | ||||||||
Net profit (loss) | 96,508 | (397) | 96,111 | |||||
Warrants repurchase agreements | (6,548) | (6,548) | ||||||
Warrants repurchase agreements (in Shares) | ||||||||
Exercising of warrants | $ 1 | 2,699 | 2,700 | |||||
Exercising of warrants (in Shares) | 931,217 | |||||||
Deconsolidation of subsidiaries | (671) | (671) | ||||||
Deconsolidation of subsidiaries (in Shares) | ||||||||
Other comprehensive income (loss) | (489,195) | 12 | (489,183) | |||||
Balance at Jun. 30, 2023 | $ 3 | $ 553,035 | $ 165 | $ 893,471 | $ 149,785 | $ (520,627) | $ 826 | $ 523,623 |
Balance (in Shares) at Jun. 30, 2023 | 2,604 | 33,687 | 164,968,599 |
Unaudited Condensed Consolida_6
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||
Net profit (loss) | $ 272,535 | $ (23,281) |
Adjustments to reconcile net profit (loss) to net cash provided by (used in) operating activities: | ||
Impairment of long-term assets | 15,650 | |
Impairment of goodwill | 19,788 | |
Loss from deconsolidation of subsidiaries | 3,333 | |
Loss from equity investment | 420 | 371 |
Depreciation and amortization | 213,257 | 1,709 |
Provision for doubtful accounts | 84 | 80 |
Issuance of shares for service providers and employees | 7,693 | 3,824 |
Stock-based compensation | 54 | 235 |
Changes in assets and liabilities: | ||
Deferred taxes, net | (9,688) | (1,174) |
Long-term deposit and other non-current assets | 48 | 369 |
Right of use assets | 859 | 338 |
Lease liabilities | (780) | (264) |
Due to related party | (683) | 494 |
Promissory note | 3,912 | |
Trade accounts receivable, net | (163,694) | 5,774 |
Inventories | (142) | |
Other current assets | (146,630) | 1,048 |
Trade accounts payable | (55,518) | (6,137) |
Deposit held on behalf of client | (1,035) | (1,622) |
Other current liabilities | (90,569) | 1,692 |
Net cash provided by (used in) operating activities | 68,894 | (16,544) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||
Advances and purchases of property and equipment | (434,365) | (104) |
Acquisition of Tingo Foods (Appendix A) | 56,849 | |
Receipt of loan from related party (Micronet) | 534 | |
Loan to Tingo pursuant to the merger agreement | (3,000) | |
Net cash used in investing activities | (377,516) | (2,570) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||
Repayment of short-term loan | (154) | (736) |
Repayment of loan from related party | (9,831) | |
Repurchase of warrants | (6,548) | |
Proceeds from Common shares issued for warrant exercises | 2,700 | |
Net cash used in financing activities | (13,833) | (736) |
TRANSLATION ADJUSTMENT ON CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (125,520) | 445 |
NET CHANGE IN CASH AND CASH EQUIVALENTS AND RESTRICTED CASH | (447,975) | (19,405) |
Cash and cash equivalents and restricted cash at beginning of the period | 502,549 | 99,036 |
Cash and cash equivalents and restricted cash at end of the period | 54,574 | 79,631 |
Amount paid during the period for: | ||
Interest | 19 | 5 |
Taxes | $ 174,152 | $ 254 |
Cash and Cash Equivalent and Re
Cash and Cash Equivalent and Restricted Cash Reported within the Statement of Financial Position $ in Thousands | Feb. 09, 2023 USD ($) |
Minimum | |
Cash and cash equivalents at end of the period | $ 53,195 |
Restricted cash at end of the period | 1,379 |
Cash and cash equivalents and restricted cash at end of the period | 54,574 |
Maximum | |
Cash and cash equivalents at end of the period | 77,332 |
Restricted cash at end of the period | 2,299 |
Cash and cash equivalents and restricted cash at end of the period | 79,631 |
Acquisition of Tingo Foods | |
Net working capital | 14,772 |
Property and equipment | (12,235) |
Intangible assets | (147,774) |
Goodwill | (46,246) |
Deferred tax liabilities | 44,332 |
Promissory note | 204,000 |
Net cash provided by acquisition | $ 56,849 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2023 | |
Description of Business [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 — DESCRIPTION OF BUSINESS Overview Tingo Group, Inc. (“Tingo Group”, the “Company”, “we”, “us”, “our”) was formed as a Delaware corporation on January 31, 2002 under the name Lapis Technologies, Inc. On March 14, 2013, we changed our corporate name to Micronet Enertec Technologies, Inc. On July 13, 2018, following the sale of our former subsidiary, Enertec Systems Ltd., we changed our name to MICT, Inc. On February 27, 2023, following the merger transaction with Tingo Mobile Limited (“Tingo Mobile”), we changed our name to Tingo Group, Inc. Our shares have been listed for trading on The Nasdaq Capital Market (“Nasdaq”) since April 29, 2013 and trade under the symbol “TIO”. The Company is a holding company conducting financial technology business, agri-fintech and food business through its subsidiaries and entities, both wholly-owned and controlled through various variable interest entity (“VIE entities”, together with the Company, the “Group”) arrangements (“VIE”), which are located mainly in Africa, Southeast Asia and the Middle East. The Group’s business has changed materially since December 1, 2022, following the completion of two material acquisitions of Tingo Mobile and Tingo Foods PLC (“Tingo Foods”), the details of which are described below under “ Acquisition of Tingo Mobile” Acquisition of Tingo Foods” As of June 30, 2023, we operate in five segments and following the recent launch of TingoPay we will be operating in six segments (i) verticals and technology, comprised of our operations in China where we operate our insurance brokerage business (“Verticals and Technology”); (ii) online stock trading, primarily comprised of the operation of Magpie Securities Limited (“Magpie”) through which we operate the online stock trading business, primarily out of Hong Kong and Singapore (“Online Stock Trading”); (iii) comprehensive platform service, which includes the operations of Tingo Mobile described below (“Comprehensive Platform Service”); (iv) food processing, where crops and raw foods are purchased by Tingo Foods, before being processed into finished food products, through arrangements with third party rice mills, cashew processing plants, and other food processing companies, and sold to large food distributor and wholesaler companies (Tingo Foods was purchased by the Company in February 2023) (“Food Processing”); (v) export and commodity trading, where both agricultural commodities and processed foods are exported and traded on a global basis through Tingo DMCC, which operates from the Dubai Multi Commodity Centre (the “DMCC”) (“Export and Commodity Trading”); and (vi) Consumer Super App, digital payment services and merchant services, which in partnership with Visa operates the TingoPay Super App (currently in a beta version) offering retail customers a range of services, including but not limited to online payments in their domestic or foreign currencies, as well as the ability to manage their Visa cards, pay bills, arrange insurance, arrange loans and purchase mobile telephone top-ups. TingoPay also offers businesses a range of Visa powered merchant services. As further discussed in Note 5 the Company decided to exit its operations of one of its VIEs (as explained below). The Company is reconsidering its focus areas. As part of the reconsideration the Company considering the exit of other operations in China and subsequent to the balance sheet date decided on the cessation and abandonment of the operations of Magpie. Since July 1, 2020, as a result of the Company’s acquisition of GFH Intermediate Holdings Ltd (“GFHI ”) (the “GFHI Acquisition”) the Group has been operating in the financial technology sector. GFHI is a financial technology company with a marketplace in China, as well as the wider southeast Asia area and other parts of the world and is currently in the process of building various platforms for business opportunities in different verticals and technology segments to capitalize on such technology and business, including the Company’s recent acquisitions of Tingo Mobile and Tingo Foods. The Company plans to increase its capabilities and its technological platforms through acquisition and licensing technologies to support its growth efforts, particularly in the agri-fintech, payment services, digital marketplace and financial services sectors. Acquisition of Tingo Mobile Overview Consideration Provided Key Terms of Series A Preferred Stock as part of the consideration paid by the Company to TMNA at the closing of the Merger, the Company issued 2,604.28 shares of Series A Preferred Stock which are convertible into 26,042,808 shares of Common Stock equal to approximately 20.1% of the total issued and outstanding Common Stock immediately 2,604.28 Key Terms of Series B Preferred Stock On July 5, 2023, the Company entered into a forbearance agreement with the holder of the Series B Preferred Stock under the terms of which the Series B holder agreed not to redeem the Series B Preferred Stock or take any other action in connection with the Series B Preferred Stock until September 30, 2023. Loan to TMNA Acquisition of Tingo Foods On February 9, 2023, the Company and MICT Fintech Ltd., an indirect wholly owned subsidiary of the Company organized under the laws of the British Virgin Islands (“Tingo Group Fintech”) purchased from Dozy Mmobuosi 100% of the ordinary shares of Tingo Foods (the “Acquisition”). Mr. Mmobuosi is the majority shareholder and Chief Executive Officer of TMNA. Tingo Foods started its operational business in September 2022, since which time its food processing activities have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. As consideration for the Acquisition, the Company agreed to pay Mr. Mmobuosi, a purchase price equal to the cost value of Tingo Foods’ stock, which will be satisfied by the issuance of a secured promissory note (“Promissory Note”) in the amount of US$204,000 and certain undertakings and obligations of the Company. The Promissory Note is for a term of two years with an interest rate of 5%. MICT Fintech agreed to certain covenants with respect to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of our Common Stock nor of any instruments convertible into shares of the Company. The parties additionally agreed that Mr. Mmobuosi, as the owner of the real property on which the business of Tingo Foods is located and operates, to finance and complete construction of the building, and for the Company and Tingo Foods to fit out the building and premises, including the installation of mechanized equipment, for the specialized operations of a large food processing facility. Lastly, Mr. Mmobuosi will also provide the Company and Tingo Foods with a long-term lease with respect to the real property. Variable Interest Entities (VIEs) We currently conduct our insurance broker business in China using VIEs. The Company consolidates certain VIEs for which it is the primary beneficiary. VIEs consist of certain operating entities not wholly owned by the Company. The assets and liabilities of the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of June 30, 2023, and December 31, 2022 are as follows: June 30, December 31, Current assets: Cash and cash equivalent $ 157 $ 3,690 Trade accounts receivable, net 69 6,823 Related party receivables 1,932 2,001 Other current assets 177 2,278 Total current assets 2,335 14,792 Property and equipment, net 37 176 Intangible assets, net 3 5,712 Long-term deposit and other non-current assets - 48 Right of use assets under operating lease 101 711 Restricted cash escrow 690 1,479 Deferred tax assets 822 793 Total long-term assets 1,653 8,919 Total assets $ 3,988 $ 23,711 Current liabilities: Short-term loan $ - $ 286 Trade accounts payable 91 4,817 Related party payables 3,822 4,002 Current operating lease liability 100 230 Other current liabilities 28 4,515 Total current liabilities 4,041 13,850 Long-term liabilities: Long-term loan - 377 Long-term operating lease liability - 257 Deferred tax liabilities - 224 Total long-term liabilities - 858 Total liabilities $ 4,041 $ 14,708 Net revenues, profit (loss) from operations and net profit (loss) of the VIEs that were included in the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, and 2022 are as follows: For the For the For the For the June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Net revenues $ 30,285 $ 19,593 $ 11,649 $ 10,729 Profit (loss) from operations $ 295 $ (2,321 ) $ 1,102 $ (137 ) Net profit (loss) $ 273 $ (1,504 ) $ 618 $ 68 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three and six months periods ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements, except for revenue recognition policy presented below. Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through acquisitions, goodwill and its impairment, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive income (loss), a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (loss), net of tax. The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira and Renminbi (“RMB”) to USD is presented below: Currency For the USD USD December 31, Naira 481.977 770.38 448.55 RMB 6.928 7.2513 6.8972 Revenue Recognition The Company follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues from Tingo Mobile’s comprehensive platform service are recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to lease the phones on one-year terms, and purchase data and calls, as well as use of the NWASSA platform. As part of these contracts, the Company records revenue from the lease on a straight-line basis over the lease term. The Company also records depreciation expense on a straight-line basis over the useful life of the phones, which is estimated by management at three years. The Company exercised judgement in determining the accounting policies related to these transactions, including the following: ● Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as phone leases and purchase of data. ● Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately. ● The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. ● Estimation of variable consideration when determining the amount of revenue to recognize (i.e., separate items on NWASSA platform) Tingo Foods is a diversified food processing company, which uses domestic inputs purchased from farmers across Nigeria and processes them into finished foods. Since the commencement of its operations in September 2022, the food processing activities of Tingo Foods have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. In 2023, we launched our global commodities trading platform and export business (“Tingo DMCC”) from DMCC, which is regarded as the Free Trade Zone and a major global commodity trading center, to facilitate purchases and export of agricultural commodities from both its existing customer base and new customers. Tingo DMCC exports agricultural produce, including rice, wheat, millet and maize. The Company’s revenues from Tingo Foods and Tingo DMCC are recognized when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. The arrangements are free from variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. The Company records revenues from Tingo Foods and Tingo DMCC on a gross basis because the Company controls the products before they are transferred to the customers determined on the basis that: (1) the Company is primarily responsible for fulfilling its promise to deliver the specified products to customers; (2) the Company has inventory risk before the specified products are transferred to a customers, and (3) the Company has discretion in establishing the price for the specified products. The Company’s revenues from the insurance segment are generated from providing insurance brokerage services or insurance agency services on behalf of insurance carriers. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at a point in time when an insurance policy becomes effective. The Company provides customers with information regarding services and commission charge from the customers on a monthly basis. Performance obligation is satisfied at a point in time when the requested information is delivered to the customer. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. To the extent the Company acts as the agent, revenue is reported on a net basis. The determination of whether the Company act as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company reports its insurance revenue net of amounts due to the insurance companies as the Company is not the primary obligor in the relevant arrangements, the Company does not finalize the pricing, and does not bear any risk related to the insurance policies. The Company’s revenues from the Online Stock Trading platform are generated from stock trading commission income. Commission revenue is recognized at a point in time when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase or for a sale) is identified, and the pricing is agreed upon. |
Tingo Mobile Transaction
Tingo Mobile Transaction | 6 Months Ended |
Jun. 30, 2023 | |
Tingo Mobile Limited Transaction [Abstract] | |
TINGO MOBILE TRANSACTION | NOTE 3 — Tingo Mobile, Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. During the measurement period, which is up to one year from the acquisition date, we may adjust provisional amounts that were recognized at the acquisition date to reflect new information obtained about facts and circumstances that existed as of the acquisition date. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trademarks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. Tingo Group’s net revenues and net profit are presented if the acquisition date of Tingo Mobile had occurred at the beginning of the previous comparable period. For the For the For the For the June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Revenues $ 1,828,414 $ 547,263 $ 977,169 $ 280,643 Net profit attributable to Tingo Group, Inc $ 273,248 $ 82,180 $ 96,508 $ 58,117 |
Tingo Foods PLC Purchase Price
Tingo Foods PLC Purchase Price Allocation | 6 Months Ended |
Jun. 30, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Tingo Foods PLC Purchase Price Allocation | Note 4 — Tingo Foods PLC Purchase Price Allocation The table set forth below summarizes the estimates of the fair value of assets acquired and liabilities assumed and resulting goodwill. In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date. The amounts are provisional and will be adjusted during the measurement period, and additional assets or liabilities may be recognized to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognized as of that date. Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. Tingo Group’s net revenues and net profit are presented if the acquisition date of Tingo Foods had occurred at the beginning of the previous comparable period. Since Tingo Foods started its operational business in September 2022, revenues and net profit for three and six zero (USD in thousands) For the For the Revenues $ 1,860,348 977,169 Net profit attributable to Tingo Group, Inc. $ 275,626 96,508 The revenues and net profit of Tingo Foods since the acquisition date included in the unaudited condensed consolidated statements of operations for the reporting period are $983,653 and $122,341, respectively. |
Exit of All Weather
Exit of All Weather | 6 Months Ended |
Jun. 30, 2023 | |
Exit of All Weather [Abstract] | |
Exit of All Weather | Note 5 — Exit of All Weather On July 1, 2021, we entered into a transaction through Tianjin Bokefa Technology Co., Ltd. (“Bokefa”), with the shareholders of All Weather Insurance Agency Co., Ltd. (the “All Weather”), a local Chinese entity with business and operations in the insurance brokerage business. Pursuant to the transaction, we granted loans to All Weather’s shareholders through a framework loan (the “AW Framework Loan”) in the amount of up to RMB 30,000 (approximately $4,700) which is designated, if exercised, to be used as a working capital loan for All Weather. As of December 31, 2021, RMB 30,000 (approximately $4,700) was drawn down from the AW Framework Loan for working capital. In consideration for the AW Framework Loan, the parties entered into various additional agreements as more fully described in our annual report. Through these series of agreement, we determined that we are the primary beneficiary, and consolidated All Weather. During the second quarter of 2023, the Company's management decided to focus its operations on recent acquisitions of Tingo Mobile and Tingo Foods. That decision led to abandon our interests in All Weather. As part of the decision, the Company demanded the full repayment of the loan granted to All Weather’s shareholders. As of the decision date, the Company is no longer consolidating All Weather. The Company recorded a loss from deconsolidation of All Weather of $3,333 in the consolidated statements of operations. |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Stockholders’ Equity | Note 6 — Stockholders’ Equity A. Common Stock: Common Stock confers upon its holders the rights to receive notice to participate and vote in general meetings of the Company, and the right to receive dividends if declared. B. Series A Preferred Stock: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 2,604.28 shares of Series A Preferred Stock which are convertible into 26,042,808 shares of Common Stock equal to approximately 20.1% of the total issued and outstanding Common Stock immediately C. Temporary equity: As part of the consideration paid by the Company to TMNA at the closing of the Merger on December 1, 2022, the Company issued 33,687.21 shares of Series B Preferred Stock which are convertible into 336,872,138 shares of Common Stock equal to approximately 35% of the total issued and outstanding Company common stock immediately prior to the closing date of the Merger. The shares of Series B Preferred Stock will be convertible into Common Stock upon approval by Nasdaq of the change of control of the Company and upon the approval of the Company’s stockholders. If such stockholder or Nasdaq approval is not obtained by June 30, 2023, TMNA shall have the right to (i) cause the redemption of Series B Preferred Stock to take place within 90 days; and (ii) cause the Company to redeem all of the Series B Preferred Stock in exchange for $666,666,667 or an amount of common stock of TGH equivalent in value to $666,666,667. As the redemption provisions to redeem the Series B Preferred Stock in cash is outside the control of the Company and contingent upon the approval of stockholders or Nasdaq approval of the change in control application of the Company, they are required to be presented outside of stockholders’ equity and therefore were presented as temporary equity on the face of the consolidated balance sheets. On July 5, 2023, the Company entered into a forbearance agreement with the holder of the Series B Preferred Stock under the terms of which the Series B Preferred Stockholder agreed not to redeem the Series B Preferred Stock, or take any other action in connection with the Series B Preferred Stock, until September 30, 2023. D. Stock Option Plan: 2012 Plan. 2020 Plan. The following table summarizes information about stock options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 340,000 8 340,000 1.81 95,000 8 63,333 2.49 560,000 528,333 For the For the Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted — $ — — $ — Exercised — $ — — $ — Forfeited (30,000 ) $ 1.81 (968,000 ) $ 1.68 Options outstanding at the end of the period 560,000 $ 1.83 590,000 $ 1.83 Options exercisable at the end of the period 528,333 $ 1.79 434,167 $ 1.74 The Company has warrants outstanding as follows: Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Repurchase (25,981,836 ) $ 0.25 - Exercised (1,015,386 ) $ 3.07 - Balance, June 30, 2023 35,866,657 $ 2.84 3.25 The Company is required to assume a dividend yield as an input in the Black-Scholes model. The dividend yield assumption is based on the Company’s historical experience and expectation of future dividends payouts and may be subject to change in the future. The Company uses historical volatility in accordance with FASB ASC Topic 718, “Compensation - stock compensation”. The computation of volatility uses historical volatility derived from the Company’s exchange-traded shares. The risk-free interest assumption is the implied yield currently available on U.S. Treasury zero-coupon bonds, issued with a remaining term equal to the expected life term of the Company’s options. Pre-vesting rates forfeitures were zero based on pre-vesting forfeiture experience. The fair value of each option granted is estimated on the date of grant, using the Black-Scholes option-pricing model with the following weighted average assumptions: dividend yield of 0% for all years; expected volatility: as of June 30, 2023 and December 31, 2022-87.2%-100.4%; risk-free interest rate: as of June 30, 2023 and December 31, 2022-0.99%-1.64%; and expected life: as of June 30, 2023 and December 31, 2022 -6.5-10 years. The Company uses the simplified method to compute the expected option term for options granted. Compensation expenses in respect of our stock option plans were recorded by the Company in line “General and administrative” expenses in the statements of operations. On February 2, 2023, the Company entered into settlement and repurchase agreements (the “Repurchase Agreements”) with certain holders of the outstanding warrants over its Common Stock (“Warrant Holders”). The warrants being repurchased were originally issued by the Company between November 2020 and March 2021 pursuant to three offerings of Common Stock and warrants. The exercise prices of the warrants were $3.12 in the first offering and $2.80 in the subsequent two offerings, with various expiration dates falling between August 16, 2024, and August 16, 2026. The repurchase will result in the surrender and cancellation of the warrants held by each Warrant Holder. Pursuant to the Repurchase Agreements, the Company paid $0.15 per share in April 2023 and $0.10 per share on May 1, 2023, at an aggregate amount of $6,548. E. Issuance of Shares: On February 5, 2023, The Company granted 1,309,500 shares of Common Stock of the Company to Cushman Holdings Limited, an unrelated third party, as a success fee relating to the completion of the acquisition of Tingo Mobile. On February 5, 2023, The Company granted 750,000 shares of Common Stock to an unrelated third party, relating to the purchase by GFH Intermediate Holdings Limited of certain software, technology and intellectual property from the beneficial owner of Data Insight Holdings Limited, On February 5, 2023, The Company granted 100,000 shares of Common Stock to China Strategic Investments Limited as an ex-gratia payment for the provision of corporate finance services. On February 5, 2023, The Company granted 720,000 shares of Common Stock to certain directors and employees. The shares were issued pursuant to the 2020 Incentive Plan and 2012 Incentive Plan. On February 5, 2023, the Company’s Board unanimously approved a grant of 3,200,000 fully vested shares of Common Stock to Mr. Darren Mercer in recognition of the completion of the Merger which is expected to be transformational for the Company. The size of the award takes into account the improved terms for the Company that were negotiated in October 2022, and also the value Mr. Mercer is delivering to the growth of the Company. On March 6, 2023, The Company granted 48,000 shares of Common Stock to Corprominence LLC as part of the payment for their services. On May 12, 2023, The Company granted 60,000 shares of Common Stock to certain employees. The shares were issued pursuant to the 2020 Incentive Plan and 2012 Incentive Plan. On May 12, 2023, The Company granted 250,000 shares of Common Stock to China Strategic Investments Limited as an ex-gratia payment for the provision of corporate finance services. On June 23, 2023, The Company issued 65,831 shares of Common Stock to WARBERG WF IX LP as part of the exercise of warrants. Compensation expenses in respect of shares issued to service providers and employees were recorded by the Company in line “General and administrative” expenses in the statements of operations. On July 27, 2023, the Company issued 26,042,808 shares of Common Stock, pursuant to the conversion of 2,604.28 shares of Series A Preferred Stock under the terms of the Series A Preferred Stock Certificate of Designation (the “Series A Preferred Stock Certificate of Designation”). The Company held a special meeting of stockholders on June 7, 2023, during which shareholder approval was received for such conversion. On July 27, 2023, the Company issued 13,167,641 shares of Common Stock On July 31, 2023, the Company issued 1,000,000 shares of Common Stock as a payment to Hadron Group for financial services. On August 1, 2023, The Company granted 40,000 shares of Common Stock of the Company to certain employees as part of their employment agreement. |
Segments
Segments | 6 Months Ended |
Jun. 30, 2023 | |
Segments [Abstrsct] | |
SEGMENTS | NOTE 7 — SEGMENTS ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, operating segments and major customers in financial statements for detailing the Company’s operating segments. Operating segments are based upon our internal organization structure, the manner in which our operations are managed and the availability of separate financial information. As a result of our acquisition of GFHI on July 1, 2020, and Tingo Mobile on December 1, 2022, we currently serve the marketplace, through our operating subsidiaries, as a financial technology company (Fintech Industry) targeting the African, Middle Eastern and South East Asia marketplaces as well as other areas of the world. During the period between June 23, 2020 and May 9, 2021, we have held a controlling interest in Micronet Ltd. (“Micronet”), and we have presented our mobile resource management (“MRM”) business operated by Micronet as a separate operating segment. As of May 9, 2021, the Company’s ownership interest was diluted and, as a result, we deconsolidated Micronet. As of June 30, 2023, the Company has five segments. This change came with the acquisition of Tingo Foods on February 9, 2023. The Company changed its reporting structure to better reflect what the chief operating decision maker (“CODM”) is reviewing to make organizational decisions and resource allocations. Following the loss of control over Micronet, MRM is no longer a separate operating segment or reportable segment since the CODM does not review discrete financial information for the business. The Company recast the information as of June 30, 2023 to align with this presentation. The activities of each of our reportable segments from which the Company earns revenues, records equity earnings or losses and incurs expenses are described below: ● Verticals and Technology segment develops insurance platform for the Chinese market and have been generating revenues from insurance products in China. ● Comprehensive Platform Service segment develops Nwassa agri-fintech marketplace platform, which enables customers in Nigeria to trade agricultural produce with customers, as well as to purchase farming inputs, to recharge airtime and data, to pay bills and utilities, to arrange insurance and to procure finance. ● Online Stock Trading segment develops technology investment trading platform that is currently operational in Hong Kong and Singapore. ● Food Processing segment, which purchases crops and raw foods, before processing them into finished food products through arrangements with third party rice mills, cashew processing plants, and other food processing companies, to be sold to large food distributor and wholesaler companies (Tingo Foods was purchased by the Company in February 2023) ● Export and Commodity Trading, where both agricultural commodities and processed foods are exported and traded on a global basis through Tingo DMCC, which operates DMCC. The following table summarizes the financial performance of our operating segments: For the six months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 33,721 $ 28 $ - $ 463,016 $ 347,997 $ 983,652 $ 1,828,414 Segment operating Income (loss) (41,054 ) (4,515 ) (14,744 ) 229,289 69,599 203,815 442,390 Other income (loss), net (492 ) (9 ) - 138 - - (363 ) Financial income (expenses), net 81 (439 ) (2,088 ) (17,776 ) - (1,155 ) (21,377 ) Consolidated profit before provision for income taxes $ 420,650 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $14,488 of intangible assets amortization, derived from the Tingo Mobile merger. (4) Includes $1,253 Impairment of intangible assets from Magpie. (5) Includes $7,697 of intangible assets amortization, derived from the Tingo Foods acquisition. For the three months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 13,169 $ 20 $ - $ 209,550 $ 347,997 $ 406,433 $ 977,169 Segment operating Income (loss) (37,830 ) (2,814 ) (4,827 ) 97,215 69,599 60,370 181,713 Other income (loss), net (940 ) (1 ) - 153 - - (788 ) Financial income (expenses), net 16 (392 ) (1,454 ) (20,119 ) - (872 ) (22,821 ) Consolidated profit before provision for income taxes $ 158,104 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $782 of intangible assets amortization. (2) Includes $1,253 Impairment of assets. (3) Includes $7,240 of intangible assets amortization, derived from the Tingo Mobile acquisition. (4) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (5) Includes $4,619 of intangible assets amortization, derived from the Tingo Foods acquisition. For the six months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 21,483 $ 38 $ - $ - $ - $ - $ 21,521 Segment operating loss (6,090 ) (6,038 ) (11,612 ) - - - (23,740 ) Other income (loss), net 807 51 (20 ) - - - 838 Financial income (expenses), net 253 (1,043 ) (299 ) - - - (1,089 ) Consolidated loss before provision for income taxes $ (23,991 ) (1) Includes $1,591 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. For the three months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 11,950 $ 8 $ - $ - $ - $ - $ 11,958 Segment operating loss (1,79 ) (2,494 ) (9,481 ) - - - (13,770 ) Other income, net 632 51 - - - - 683 Financial income (expenses), net 77 (564 ) (680 ) - - - (1,167 ) Consolidated loss before provision for income taxes $ (14,254 ) (1) Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of June 30, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Export and Consolidated Assets related to segments $ 18,245 $ 7,629 $ 907,887 $ 352,570 $ 50,860 $ 347,997 $ 1,685,188 Liabilities and redeemable Series B Preferred Stock related to segments (6,742 ) (2,664 ) (559,430 ) (94,488 ) (219,843 ) (278,398 ) (1,161,565 ) Total equity $ 523,623 (1) Includes $152,453 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $45,778 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. (2) Includes $140,077 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. Includes $42,023 of deferred tax liability, derived from the Tingo Foods acquisition. The following table summarizes the financial statements of our balance sheet accounts of the segments: As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 $ 21,077 $ 1,541,093 $ 79,357 $ 1,682,358 Liabilities and Series B Preferred Stock related to segments (18,406 ) (3,911 ) (877,353 ) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $3,125 of deferred tax liability, derived from GFHI, All Weather and Zhongtong acquisitions. (2) Includes $1,226 of intangible assets. (3) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $50,143 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
TRADE ACCOUNTS RECEIVABLE, NET | NOTE 8 — TRADE ACCOUNTS RECEIVABLE, NET For the six months ended June 30, 2023, and the fiscal year ended December 31, 2022, accounts receivable were comprised of the following: June 30, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 368,530 $ 14,553 Allowance for doubtful accounts (2,508 ) (3,012 ) $ 366,022 $ 11,541 Movement of allowance for doubtful accounts for the six months ended June 30, 2023 and the fiscal year ended December 31, 2022 are as follows: (USD in thousands) June 30, December 31, Beginning balance $ 3,012 $ 2,606 Provision 900 618 Recovery (816 ) - Exchange rate fluctuation (588 ) (212 ) $ 2,508 $ 3,012 |
Other Current Assets
Other Current Assets | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
OTHER CURRENT ASSETS | NOTE 9 — OTHER CURRENT ASSETS June 30, December 31, 2023 2022 Prepaid expenses $ 267 $ 1,019 Advance to suppliers 141,739 2,821 Deposit 285 287 Other receivables 11,688 1,701 $ 153,979 $ 5,828 |
Related Parties
Related Parties | 6 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
RELATED PARTIES | NOTE 10 — RELATED PARTIES Current assets – related party receivables June 30, December 31, (USD in thousands) 2023 2022 Shareholders and other related parties of All Weather $ - $ 4,603 Beijing Fucheng Lianbao Technology Co. - 267 Loan to Tingo Inc.(1) 8,120 8,099 Beijing Fucheng Prospect Technology Co., Ltd. 314 - Shareholders and other related parties of Guangxi Zhongtong 378 522 $ 8,812 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. Current liabilities – related parties payables June 30, December 31, (USD in thousands) 2023 2022 Beijing Century Tianyuan Business Management Co., LTD $ 117 $ 308 Beijing Global Credit Financial Analysis Technology Co., LTD 276 - Beijing Internet New Network Technology Development Co. LTD 292 - Shareholders and other related parties of All Weather - 659 Shareholders of Tingo Mobile 24,921 56,539 $ 25,606 $ 57,506 |
Commitment and Contingencies
Commitment and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitment and Contingencies [Abstract] | |
COMMITMENT AND CONTINGENCIES | NOTE 11 — COMMITMENT AND CONTINGENCIES We have certain fixed contractual obligations and commitments that include future estimated payments. Changes in our business needs, cancellation provisions, and other factors may result in actual payments differing from the estimates. The following tables summarize our contractual obligations as of June 30, 2023, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment $ 1,411 $ 530 $ 840 $ 41 $ - Short-term debt obligations Commitment $ 165 $ 165 $ - $ - $ - Services Contract Commitment $ 1,372 $ 375 $ 749 $ 248 $ - Total $ 2,948 $ 1,070 $ 1,589 $ 289 $ - Legal Proceedings The Company is subject to litigation arising from time to time in the ordinary course of its business. On April 18, 2023, Altium Growth Fund, L.P., Alto Opportunity Master Fund, SPC – Segregated Master Portfolio B, Empery Asset Master Ltd., Empery Tax Efficient, L.P., and Empery Tax Efficient III, L.P. (collectively “Investors”) filed a Motion for Summary Judgment in Lieu of Complaint (“Motion”) against the Company in the Supreme Court of the State of New York, requesting that the Court order the Company to purchase certain warrants from the Investors at the Black Scholes Value of $13,426. The Investors hold various warrants (“Warrants”) issued pursuant to securities purchase agreements (“SPAs”) that the Company is to purchase at their Black Scholes Value upon the Investors’ demand and after a “Fundamental Transaction” (as defined in the Warrants). According to the Investors, the Merger described herein constituted a Fundamental Transaction. The Company initially was of the view that the Merger was not a Fundamental Transaction. However, upon further reflection, the Company concluded that the Investors were correct, and filed a response agreeing that a Fundamental Transaction had occurred, that the Investors were entitled to the Black Scholes Value of their Warrants and requested that the court enter an order directing the Company to pay the Investors accordingly. The day after the Company filed its response, the Investors claimed to rescind their demand for the Black Scholes Value of their Warrants, pursuant to a provision in the SPAs that they say entitles them to do so. After the Investors purported to rescind their demand for the Black Scholes Value of their Warrants and attempted to unilaterally withdraw their Motion, the Investors sought to exercise certain of the Warrants. The Company rejected Investors’ exercise notices and filed a counterclaim alleging that Investors did not have the right to exercise the Warrants because the Motion by which they sought to compel the Company to purchase the Warrants could not be unilaterally withdrawn and was still pending. Investors then filed an amended complaint seeking declaratory relief and unspecified “millions” in damages plus attorney’s fees, based on the Company’s failure to honor their exercise of certain of their Warrants. On July 3, 2023, the court issued the order directing the Company to deposit 13,167,641 shares with the court to serve as security for any judgment plaintiffs may obtain in the action. On July 19, 2023, the Company filed a motion to vacate the order, which is currently scheduled for September 14, 2023. The litigation is ongoing. On June 8, 2023, two putative class action complaints were filed in the United States District Court for the District of New Jersey against the Company, Dozy Mmobuosi, Darren Mercer, and Kevin Chen. The first complaint was filed by Christopher Arbour, individually and on behalf of a class of “persons or entities that purchased or otherwise acquired Tingo securities between March 31, 2023, and June 6, 2023.” The second was filed the same day by Mark Bloedor, individually and on behalf of a class of “all investors who purchased or otherwise acquired Common Stock between December 1, 2022, and June 6, 2023.” Both complaints are based entirely on the allegations in the Hindenburg short seller report issued on June 6, 2023, following which the Company’s stock price declined by nearly 50 percent. Relying solely on the allegations in the Hindenburg report, both complaints allege defendants violated Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) and Rule 10b-5 promulgated thereunder, and the individual defendants violated Section 20A of the Securities Exchange Act. The Company and individual defendants deny the allegations in the complaints and intend to vigorously defend the actions. Following the publication of the Hindenburg report, the Company’s independent directors retained independent counsel to conduct an investigation of the Hindenburg allegations. The Group has not recognized a liability in respect of the Motion and complaints because management does not believe that the Group has incurred a probable material loss by reason of any of this matter. |
Operating Leases
Operating Leases | 6 Months Ended |
Jun. 30, 2023 | |
Operating Leases [Abstract] | |
OPERATING LEASES | NOTE 12 — OPERATING LEASES The Company follows ASC No. 842, Leases. The Company has operating leases for its office facilities. The Company’s leases have remaining terms of approximately 4 years. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. The Company does not separate non-lease components from the lease components to which they relate, and instead accounts for each separate lease and non-lease component associated with that lease component as a single lease component for all underlying asset classes. Lessee The following table provides a summary of leases by balance sheet location: Assets/liabilities June 30, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 1,400 $ 2,260 Liabilities Lease liabilities- current portion $ 834 $ 1,215 Lease liabilities- long term 507 905 Total Lease liabilities $ 1,341 $ 2,120 The operating lease expenses were as follows: For the six months ended For the three months ended 2023 2022 2023 2022 Operating lease cost $ 956 $ 673 $ 479 $ 261 Maturities of operating lease liabilities were as follows: (USD in thousands) Year ended 2023* $ 530 2024 559 2025 262 2026 20 2027 15 Thereafter 25 Total lease payment 1,411 Less: imputed interest (70 ) Total lease liabilities $ 1,341 * Not include operating leases with a term less than one year. Lease term and discount rate June 30, Weighted-average remaining lease term (years) – operating leases 1.98 Weighted average discount rate – operating leases 5.70 % Lessor The Company leases mobile phones that classified as operating leases. The following table summarizes the components of operating lease revenue recognized during the three and six months ended June 30, 2023: For the six months ended For the three months ended Lease revenue 2023 2023 Fixed contractual payments $ 216,350 $ 102,690 Future fixed contractual lease payments to be received under non-cancelable operating leases in effect as of June 30, 2023, assuming no new or renegotiated leases or option extensions on lease agreements are executed, are as follows (dollars in thousands): Years Ending December 31, Future 2023 $ 165,497 2024 97,930 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes
Provision for Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Provision for Income Taxes [Abstract] | |
PROVISION FOR INCOME TAXES | NOTE 13 — PROVISION FOR INCOME TAXES A. Basis of Taxation United States: On December 22, 2017, the U.S. Tax Cuts and Jobs Act, or the Act, was enacted, which significantly changed U.S. tax laws. The Act lowered the tax rate of the Company. The statutory federal income tax rate was 21% in 2020 and in the three months ended June 30, 2023, and 2022. As of June 30, 2023, the operating loss carry forward were $75,952, among which there was $5,115 expiring from 2025 through 2037, and the remaining $70,837 has no expiration date. Israel: The Company’s Israeli subsidiaries and associated are governed by the tax laws of the state of Israel which had a general tax rate of 23% in the three months ended June 30, 2023, and 2022. As of June 30, 2023, the operating loss carry forward was $9,330, which does not have an expiration date. Mainland China: The Company’s Chinese subsidiaries in China are subject to the PRC Corporate Income Tax Law (“CIT Law”) and are taxed at the statutory income tax rate of 25%. As of June 30, 2023, the operating loss carry forward was $16,957, which will expire from 2023 through 2027. Hong Kong: Our subsidiaries incorporated in Hong Kong, such as Magpie Securities Limited, BI Intermediate Limited, are subject to Hong Kong profit tax on their profits arising from their business operations carried out in Hong Kong. Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. Under the Hong Kong Inland Revenue Ordinance, profits that we derive from sources outside of Hong Kong are generally not subject to Hong Kong profits tax. As of June 30, 2023, the tax loss carry forward was $18,726 for Magpie Securities Limited, and the operating loss carry forward was $6,852 for BI Intermediate Limited. Tax losses can be carried forward indefinitely until utilized. Singapore: Our subsidiaries incorporated in Singapore are subject to an income tax rate of 17% for taxable income earned in Singapore. Singapore does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Singapore income tax. As of June 30, 2023, the operating loss carry forward was $1,097. Subject to qualifying conditions, trade losses can be carried forward indefinitely while unutilized donations can be carried forward for up to 5 years of assessment. Australia: Our subsidiaries incorporated in Australia are subject to an income tax rate of 25% for taxable income earned in Australia. Australia does not impose a withholding tax on dividends for resident companies. In 2022, we did not incur any income tax as there was no estimated assessable profit that was subject to Australia income tax. As of June 30, 2023, the operating loss carry forward was $112. Nigeria: The Company’s Nigerian subsidiaries Tingo Mobile and Tingo Foods is governed by the tax laws of the Federal Republic of Nigeria which had a corporate tax rate of 30%. As of June 30, 2023, the operating loss carry forward were nil Dubai: The Company operates from the Dubai Multi Commodity Centre. Tingo DMCC is subject to a corporate tax rate of 0% under specific circumstances and conditions. B. Profit (Loss) Before Income Taxes For the For the 2023 2022 2023 2022 Domestic $ (15,721 ) $ (9,851 ) $ (5,759 ) $ (1,153 ) Foreign 436,371 (14,140 ) 163,863 (13,101 ) Total $ 420,650 $ (23,991 ) $ 158,104 $ (14,254 ) C. Provision for (Benefit of) Income Taxes For the For the 2023 2022 2023 2022 Current Domestic $ 124 $ 248 $ 84 $ 246 Foreign 157,107 - 67,931 - Total $ 157,231 $ 248 $ 68,015 $ 246 Deferred Domestic $ - $ - $ - $ - Foreign (9,536 ) (1,329 ) (6,234 ) (251 ) Total $ (9,536 ) $ (1,329 ) $ (6,234 ) $ (251 ) Total Income tax expenses (benefit) $ 147,695 $ (1,081 ) $ 61,781 $ (5 ) D. Deferred Tax Assets and Liabilities Deferred tax reflects the net tax effects of temporary differences between the carrying amounts of assets or liabilities for financial reporting purposes and the amounts used for income tax purposes. As of June 30, 2023, and December 31, 2022, the Company’s deferred taxes were in respect of the following: June 30, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 153 $ 234 Provisions for bad debt 650 753 Net operating loss carry forward 26,771 21,839 Valuation allowance (24,025 ) (19,165 ) Deferred tax assets, net of valuation allowance 3,549 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (108,974 ) (89,597 ) Deferred tax assets (liabilities), net $ (105,425 ) $ (85,936 ) |
Impairment of Intangible Assets
Impairment of Intangible Assets | 6 Months Ended |
Jun. 30, 2023 | |
Impairment of Intangible Assets [Abstract] | |
IMPAIRMENT OF INTANGIBLE ASSETS | NOTE 14 — IMPAIRMENT OF INTANGIBLE ASSETS During the second quarter of 2023, the Company's management decided to forsake its involvement with All Weather and as a result, the Company is no longer consolidating Also, on July 12, 2023, the Company made a business decision to close its online stock trading business in Hong Kong and Singapore having considered the level of losses being incurred, the ongoing challenges in the market sector, and the fact that the business is no longer core to the Company’s strategy following the acquisitions of Tingo Mobile and Tingo Foods. The Company will however continue to explore opportunities to monetize the proprietary online stock trading technology and products it has developed. Continuing losses associated with the use of a long-lived assets were considered triggering events requiring interim impairment assessments to be performed relative to the intangible assets that had been recorded as part of these acquisitions in accordance with ASC 360-10 and ASC 350-10 which require the viewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company's evaluation of recoverability is performed at the lowest level of assets group to which identifiable cash flows are largely independent of the cash flows of another asset group. Recoverability of the asset group (the Verticals and Technology segment and the Online Stock Trading segment) is measured by a comparison of the aggregate undiscounted future cash flows the asset group is expected to generate to the carrying amounts of the asset group. If such evaluation indicates that the carrying amount of the asset group is not recoverable, an impairment loss is calculated based on the excess of the carrying amount of the asset group over its fair value. The intangible assets that are subject to impairment testing were recorded as part of the intangible assets segments and included indefinite-lived and finite-lived trade name/ trademarks, licenses and finite-lived developed technology and customer relationships. As a result of the interim impairment assessments, we recognized impairment charges for the excess of the book value over the fair value of those intangible assets in amount of $14,397 pre-tax ($11,924 after tax) to write-down these intangible assets to their respective fair values close to $0 as of June 30, 2023 related to the Verticals and Technology segment and $1,253 pre-tax ($1,253 after tax) to write-down these intangible assets to their respective fair values close to $0 This testing involves estimates and significant judgments by management. We believe our estimates and assumptions used in the valuations are reasonable and appropriate to those that would be used by other market participants; however, additional adverse changes in key assumptions and actual unanticipated events and circumstances could differ substantially from those used in the valuation, and to the extent such factors result in a failure to achieve the projected cash flows used to estimate fair value, additional impairment charges could be required in the future. Therefore, although we have recorded the said impairment charges, we cannot guarantee that we will not experience asset impairments in the future. |
Goodwill
Goodwill | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
GOODWILL | NOTE 15 — GOODWILL For the six months ended June 30, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 Impairment loss - - - - - - Acquisitions in 2023 - 46,246 - - - 46,246 Impairment of goodwill (19,788 ) - - - - (19,788 ) Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of June 30, 2023 $ - $ 46,246 $ 165,603 $ - $ - $ 211,849 For the year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 $ - $ - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 ASC 350-20 “Intangibles-Goodwill and Other” requires to test goodwill (after its allocation to the company's reporting units) for impairment at least annually, or more frequently if events or changes in circumstances indicate that goodwill may be impaired. As a result of the circumstances described in Note 14 the company decided to perform impairment test for the reporting unit to which the goodwill belongs (the Verticals and Technology segment) as of June 30, 2023. The goodwill impairment test is performed according to the following principles: 1. An initial qualitative assessment may be performed to determine whether it is more likely than not that the fair value of the reporting unit is less than it is carrying amount. 2. If the Company concludes it is more likely than not (more than 50 percent likelihood) that the fair value of the reporting unit is less than it is carrying amount, a quantitative fair value test is performed. An impairment loss is recognized to the extent that the carrying amount of a reporting unit exceeds its fair value, but not exceeding the total amount of goodwill allocated to that reporting unit. The Company carried out a qualitative assessment which included various factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance, earnings multiples, gross margin and cash flows from operating activities and other relevant factors. The circumstances mentioned above led management to believe that it is more likely than not that the fair value of the reporting unit is less than its carrying value. As a result, the fair value had to be determined as part of the quantitative assessment. The fair value of the reporting unit was estimated in accordance with ASC 820, "Fair Value Measurements”. The Company applies assumptions that marketplace participants would consider in determining the fair value of its reporting unit. The process of evaluating the potential impairment of goodwill is subjective and requires significant judgment. Significant estimates used in the fair value methodologies include estimates of future cash flows, future short-term and long-term growth rates, and weighted average cost of capital. As a result of this testing, we recorded an $19,788 pre-tax non-cash impairment charge related to goodwill for the six months period ended June 30, 2023, relating to Verticals and Technology segment reporting unit, representing a full impairment charge for its goodwill balance. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 16 — SUBSEQUENT EVENTS On July 12, 2023, the Company made a business decision to close its online stock trading business in Hong Kong and Singapore having considered the level of losses being incurred, the ongoing challenges in the market sector, and the fact that the business is no longer core to the Company’s strategy following the acquisitions of Tingo Mobile and Tingo Foods. The Company will however continue to explore opportunities to monetize the proprietary online stock trading technology and products it has developed. On July 27, 2023, the Company issued 26,042,808 shares of Common Stock, pursuant to the conversion of 2,604.28 shares of Series A Preferred Stock under the terms of the Series A Preferred Stock Certificate of Designation. The Company held a special meeting of stockholders on June 7, 2023, during which shareholder approval was received for such conversion. On July 27, 2023, the Company issued 13,167,641 shares of Common Stock |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Interim Financial Statements | Interim Financial Statements These unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of U.S. Securities and Exchange Commission Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included (consisting only of normal recurring adjustments except as otherwise discussed). For further information, reference is made to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022. Operating results for the three and six months periods ended June 30, 2023, are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. |
Significant Accounting Policies | Significant Accounting Policies The significant accounting policies followed in the preparation of these unaudited interim condensed consolidated financial statements are identical to those applied in the preparation of the latest annual financial statements, except for revenue recognition policy presented below. |
Recent Accounting Standards | Recent Accounting Standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed financial statements. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Significant items subject to such estimates and assumptions include, but are not limited to, the initial and recurring valuation of certain assets acquired and liabilities assumed through acquisitions, goodwill and its impairment, allowance for credit losses, impairment of long-lived and intangible assets and contingencies. These estimates are made and evaluated on an on-going basis using information that is currently available as well as various other assumptions believed to be reasonable under the circumstances. Actual results could differ from those estimates. |
Functional currency and Exchange Rate Income (Loss) | Functional currency and Exchange Rate Income (Loss) The functional currency of our foreign entities is their local currency. For these foreign entities, we translate their financial statements into U.S. dollars using average exchange rates for the period for statements of operations amounts and using end-of-period exchange rates for assets and liabilities. We record these translation adjustments in Accumulated other comprehensive income (loss), a separate component of stockholders’ equity, in our consolidated balance sheets. Exchange gains and losses resulting from the conversion of transaction currency to functional currency are charged or credited to other comprehensive income (loss), net of tax. The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira and Renminbi (“RMB”) to USD is presented below: Currency For the USD USD December 31, Naira 481.977 770.38 448.55 RMB 6.928 7.2513 6.8972 |
Revenue Recognition | Revenue Recognition The Company follows ASC 606 “Revenue from Contracts with Customers” and recognizes revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The Company’s revenues from Tingo Mobile’s comprehensive platform service are recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or services. The Company offers customers the ability to lease the phones on one-year terms, and purchase data and calls, as well as use of the NWASSA platform. As part of these contracts, the Company records revenue from the lease on a straight-line basis over the lease term. The Company also records depreciation expense on a straight-line basis over the useful life of the phones, which is estimated by management at three years. The Company exercised judgement in determining the accounting policies related to these transactions, including the following: ● Determination of whether products and services are considered distinct performance obligations that should be accounted for separately versus together, such as phone leases and purchase of data. ● Determination of stand-alone selling prices for each distinct performance obligation and for products and services that are not sold separately. ● The pattern of delivery (i.e., timing of when revenue is recognized) for each distinct performance obligation. ● Estimation of variable consideration when determining the amount of revenue to recognize (i.e., separate items on NWASSA platform) Tingo Foods is a diversified food processing company, which uses domestic inputs purchased from farmers across Nigeria and processes them into finished foods. Since the commencement of its operations in September 2022, the food processing activities of Tingo Foods have been conducted through arrangements with third party rice mills, cashew processing plants and other food processing companies, and the finished food products are sold to large food distributor and wholesaler companies. In 2023, we launched our global commodities trading platform and export business (“Tingo DMCC”) from DMCC, which is regarded as the Free Trade Zone and a major global commodity trading center, to facilitate purchases and export of agricultural commodities from both its existing customer base and new customers. Tingo DMCC exports agricultural produce, including rice, wheat, millet and maize. The Company’s revenues from Tingo Foods and Tingo DMCC are recognized when control over the finished goods transfers to its customers, which generally occurs upon shipment to, or receipt at, customers’ locations, as determined by the specific terms of the contract. These revenue arrangements generally have single performance obligations. The arrangements are free from variable consideration and consideration payable to our customers, including applicable discounts, returns, allowances, trade promotion, unsaleable product, consumer coupon redemption and rebates. Amounts billed and due from our customers are classified as receivables and require payment on a short-term basis; therefore, the Company does not have any significant financing components. The Company records revenues from Tingo Foods and Tingo DMCC on a gross basis because the Company controls the products before they are transferred to the customers determined on the basis that: (1) the Company is primarily responsible for fulfilling its promise to deliver the specified products to customers; (2) the Company has inventory risk before the specified products are transferred to a customers, and (3) the Company has discretion in establishing the price for the specified products. The Company’s revenues from the insurance segment are generated from providing insurance brokerage services or insurance agency services on behalf of insurance carriers. Our performance obligation to the insurance carrier is satisfied and commission revenue is recognized at a point in time when an insurance policy becomes effective. The Company provides customers with information regarding services and commission charge from the customers on a monthly basis. Performance obligation is satisfied at a point in time when the requested information is delivered to the customer. In accordance with ASC 606-10-55, Revenue Recognition: Principal Agent Considerations, the Company reports revenue on a gross or net basis based on management’s assessment of whether the Company acts as a principal or agent in the transaction. To the extent the Company acts as the principal, revenue is reported on a gross basis. To the extent the Company acts as the agent, revenue is reported on a net basis. The determination of whether the Company act as a principal or an agent in a transaction is based on an evaluation of whether the Company controls the good or service prior to transfer to the customer. The Company reports its insurance revenue net of amounts due to the insurance companies as the Company is not the primary obligor in the relevant arrangements, the Company does not finalize the pricing, and does not bear any risk related to the insurance policies. The Company’s revenues from the Online Stock Trading platform are generated from stock trading commission income. Commission revenue is recognized at a point in time when transfer of control occurs. Trade execution performance obligation generally occurs on the trade date because that is when the underlying financial instrument (for a purchase or for a sale) is identified, and the pricing is agreed upon. |
Description of Business (Tables
Description of Business (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Description of Business [Abstract] | |
Schedule of Assets and Liabilities | The assets and liabilities of the Company’s VIEs prior to intercompany adjustments included in the Company’s unaudited condensed consolidated financial statements as of June 30, 2023, and December 31, 2022 are as follows: June 30, December 31, Current assets: Cash and cash equivalent $ 157 $ 3,690 Trade accounts receivable, net 69 6,823 Related party receivables 1,932 2,001 Other current assets 177 2,278 Total current assets 2,335 14,792 Property and equipment, net 37 176 Intangible assets, net 3 5,712 Long-term deposit and other non-current assets - 48 Right of use assets under operating lease 101 711 Restricted cash escrow 690 1,479 Deferred tax assets 822 793 Total long-term assets 1,653 8,919 Total assets $ 3,988 $ 23,711 Current liabilities: Short-term loan $ - $ 286 Trade accounts payable 91 4,817 Related party payables 3,822 4,002 Current operating lease liability 100 230 Other current liabilities 28 4,515 Total current liabilities 4,041 13,850 Long-term liabilities: Long-term loan - 377 Long-term operating lease liability - 257 Deferred tax liabilities - 224 Total long-term liabilities - 858 Total liabilities $ 4,041 $ 14,708 |
Schedule of Net Revenues, Loss from Operations and Net Loss | Net revenues, profit (loss) from operations and net profit (loss) of the VIEs that were included in the Company’s unaudited condensed consolidated financial statements for the three and six months ended June 30, 2023, and 2022 are as follows: For the For the For the For the June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Net revenues $ 30,285 $ 19,593 $ 11,649 $ 10,729 Profit (loss) from operations $ 295 $ (2,321 ) $ 1,102 $ (137 ) Net profit (loss) $ 273 $ (1,504 ) $ 618 $ 68 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Summary of Significant Accounting Policies [Abstract] | |
Schedule of Exchange Rate Conversion | The exchange rate used for conversion balance sheet and statements of operations data from Nigerian Naira and Renminbi (“RMB”) to USD is presented below: Currency For the USD USD December 31, Naira 481.977 770.38 448.55 RMB 6.928 7.2513 6.8972 |
Tingo Mobile Transaction (Table
Tingo Mobile Transaction (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Tingo Mobile Limited Transaction [Abstract] | |
Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date | In addition, the following table summarizes the allocation of the preliminary purchase price as of the acquisition date: Total Merger consideration (1) $ 1,215,241 Total purchase consideration $ 1,215,241 Less: Net working capital $ 170,327 Property and equipment 760,661 Intangible – farmer cooperative 24,893 Intangible – trade names and trademarks 54,576 Intangible – software 90,030 Deferred tax liability (2) (50,849 ) $ 1,049,638 Goodwill (3) $ 165,603 (1) The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Schedule of Goodwill | Tingo Group’s net revenues and net profit are presented if the acquisition date of Tingo Mobile had occurred at the beginning of the previous comparable period. For the For the For the For the June 30, June 30, June 30, June 30, 2023 2022 2023 2022 Revenues $ 1,828,414 $ 547,263 $ 977,169 $ 280,643 Net profit attributable to Tingo Group, Inc $ 273,248 $ 82,180 $ 96,508 $ 58,117 |
Tingo Foods PLC Purchase Pric_2
Tingo Foods PLC Purchase Price Allocation (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Tingo Foods PLC Purchase Price Allocation [Abstract] | |
Schedule of Summarizes the Estimates of the Fair Value of Assets | Total Merger consideration (1) $ 204,000 Total purchase consideration $ 204,000 Less: Net working capital $ 42,077 Property and equipment 12,235 Intangible – Customer Relationships 125,677 Intangible – trade names and trade marks 22,097 Deferred tax liability (2) (44,332 ) $ 157,754 Goodwill (3) $ 46,246 (1) The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock. (2) Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. (3) The goodwill is not deductible for tax purposes. |
Schedule of Revenues and Net Profit | Tingo Group’s net revenues and net profit are presented if the acquisition date of Tingo Foods had occurred at the beginning of the previous comparable period. Since Tingo Foods started its operational business in September 2022, revenues and net profit for three and six zero (USD in thousands) For the For the Revenues $ 1,860,348 977,169 Net profit attributable to Tingo Group, Inc. $ 275,626 96,508 |
Stockholders_ Equity (Tables)
Stockholders’ Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Stockholders’ Equity [Abstract] | |
Schedule of Stock Options Outstanding and Exercisable | The following table summarizes information about stock options outstanding and exercisable as of June 30, 2023: Options Outstanding Options Exercisable Number Weighted Number Exercise Years $ 125,000 8 125,000 1.41 340,000 8 340,000 1.81 95,000 8 63,333 2.49 560,000 528,333 |
Schedule of Stock Option Plan | For the For the Number of Options Weighted Number of Options Weighted Options outstanding at the beginning of period: 590,000 $ 1.83 1,558,000 $ 1.74 Changes during the period: Granted — $ — — $ — Exercised — $ — — $ — Forfeited (30,000 ) $ 1.81 (968,000 ) $ 1.68 Options outstanding at the end of the period 560,000 $ 1.83 590,000 $ 1.83 Options exercisable at the end of the period 528,333 $ 1.79 434,167 $ 1.74 |
Schedule of Warrants Outstanding | The Company has warrants outstanding as follows: Warrants Average Remaining Balance, December 31, 2022 62,863,879 $ 2.854 4.25 Granted - $ - - Repurchase (25,981,836 ) $ 0.25 - Exercised (1,015,386 ) $ 3.07 - Balance, June 30, 2023 35,866,657 $ 2.84 3.25 |
Segments (Tables)
Segments (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segments [Abstract] | |
Schedule of Financial Performance of Our Operating Segments | The following table summarizes the financial performance of our operating segments: For the six months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 33,721 $ 28 $ - $ 463,016 $ 347,997 $ 983,652 $ 1,828,414 Segment operating Income (loss) (41,054 ) (4,515 ) (14,744 ) 229,289 69,599 203,815 442,390 Other income (loss), net (492 ) (9 ) - 138 - - (363 ) Financial income (expenses), net 81 (439 ) (2,088 ) (17,776 ) - (1,155 ) (21,377 ) Consolidated profit before provision for income taxes $ 420,650 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (3) Includes $14,488 of intangible assets amortization, derived from the Tingo Mobile merger. (4) Includes $1,253 Impairment of intangible assets from Magpie. (5) Includes $7,697 of intangible assets amortization, derived from the Tingo Foods acquisition. For the three months ended June 30, 2023 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 13,169 $ 20 $ - $ 209,550 $ 347,997 $ 406,433 $ 977,169 Segment operating Income (loss) (37,830 ) (2,814 ) (4,827 ) 97,215 69,599 60,370 181,713 Other income (loss), net (940 ) (1 ) - 153 - - (788 ) Financial income (expenses), net 16 (392 ) (1,454 ) (20,119 ) - (872 ) (22,821 ) Consolidated profit before provision for income taxes $ 158,104 (1) Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $782 of intangible assets amortization. (2) Includes $1,253 Impairment of assets. (3) Includes $7,240 of intangible assets amortization, derived from the Tingo Mobile acquisition. (4) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. (5) Includes $4,619 of intangible assets amortization, derived from the Tingo Foods acquisition. For the six months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 21,483 $ 38 $ - $ - $ - $ - $ 21,521 Segment operating loss (6,090 ) (6,038 ) (11,612 ) - - - (23,740 ) Other income (loss), net 807 51 (20 ) - - - 838 Financial income (expenses), net 253 (1,043 ) (299 ) - - - (1,089 ) Consolidated loss before provision for income taxes $ (23,991 ) (1) Includes $1,591 of intangible assets amortization, derived from GFHI acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. For the three months ended June 30, 2022 (USD in thousands) Verticals Online Corporate Comprehensive Export and Food Consolidated Revenues from external customers $ 11,950 $ 8 $ - $ - $ - $ - $ 11,958 Segment operating loss (1,79 ) (2,494 ) (9,481 ) - - - (13,770 ) Other income, net 632 51 - - - - 683 Financial income (expenses), net 77 (564 ) (680 ) - - - (1,167 ) Consolidated loss before provision for income taxes $ (14,254 ) (1) Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. (2) Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. |
Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments | The following table summarizes the financial statements of our balance sheet accounts of the segments: As of June 30, 2023 (USD in thousands) Verticals Online Comprehensive Food Corporate Export and Consolidated Assets related to segments $ 18,245 $ 7,629 $ 907,887 $ 352,570 $ 50,860 $ 347,997 $ 1,685,188 Liabilities and redeemable Series B Preferred Stock related to segments (6,742 ) (2,664 ) (559,430 ) (94,488 ) (219,843 ) (278,398 ) (1,161,565 ) Total equity $ 523,623 (1) Includes $152,453 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $45,778 of deferred tax liability, derived from the Tingo Mobile acquisition and $553,035 redeemable Series B Preferred Stock. (2) Includes $140,077 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. As of December 31, 2022 (USD in thousands) Verticals Online Comprehensive Corporate Consolidated Assets related to segments $ 40,831 $ 21,077 $ 1,541,093 $ 79,357 $ 1,682,358 Liabilities and Series B Preferred Stock related to segments (18,406 ) (3,911 ) (877,353 ) (9,689 ) (909,359 ) Total equity $ 772,999 (1) Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $3,125 of deferred tax liability, derived from GFHI, All Weather and Zhongtong acquisitions. (2) Includes $1,226 of intangible assets. (3) Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. |
Trade Accounts Receivable, Net
Trade Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Trade Accounts Receivable, Net [Abstract] | |
Schedule of Accounts Receivable | June 30, December 31, (USD in thousands) 2023 2022 Trade accounts receivable $ 368,530 $ 14,553 Allowance for doubtful accounts (2,508 ) (3,012 ) $ 366,022 $ 11,541 |
Schedule of Allowance for Doubtful Accounts | (USD in thousands) June 30, December 31, Beginning balance $ 3,012 $ 2,606 Provision 900 618 Recovery (816 ) - Exchange rate fluctuation (588 ) (212 ) $ 2,508 $ 3,012 |
Other Current Assets (Tables)
Other Current Assets (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Other Current Assets [Abstract] | |
Schedule of Other Current Assets | June 30, December 31, 2023 2022 Prepaid expenses $ 267 $ 1,019 Advance to suppliers 141,739 2,821 Deposit 285 287 Other receivables 11,688 1,701 $ 153,979 $ 5,828 |
Related Parties (Tables)
Related Parties (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Related Parties [Abstract] | |
Schedule of Current Assets – Related Parties | Current assets – related party receivables June 30, December 31, (USD in thousands) 2023 2022 Shareholders and other related parties of All Weather $ - $ 4,603 Beijing Fucheng Lianbao Technology Co. - 267 Loan to Tingo Inc.(1) 8,120 8,099 Beijing Fucheng Prospect Technology Co., Ltd. 314 - Shareholders and other related parties of Guangxi Zhongtong 378 522 $ 8,812 $ 13,491 (1) Tingo’s loan- as discussed in Note 1. |
Schedule of Current Liabilities – Related Parties | Current liabilities – related parties payables June 30, December 31, (USD in thousands) 2023 2022 Beijing Century Tianyuan Business Management Co., LTD $ 117 $ 308 Beijing Global Credit Financial Analysis Technology Co., LTD 276 - Beijing Internet New Network Technology Development Co. LTD 292 - Shareholders and other related parties of All Weather - 659 Shareholders of Tingo Mobile 24,921 56,539 $ 25,606 $ 57,506 |
Commitment and Contingencies (T
Commitment and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Commitment and Contingencies [Abstract] | |
Schedule of Contractual Obligations | The following tables summarize our contractual obligations as of June 30, 2023, and the effect these obligations are expected to have on our liquidity and cash flows in future periods. (USD in thousands) Total Less than 1-3 year 3-5 year 5+ year Contractual Obligation: Office leases commitment $ 1,411 $ 530 $ 840 $ 41 $ - Short-term debt obligations Commitment $ 165 $ 165 $ - $ - $ - Services Contract Commitment $ 1,372 $ 375 $ 749 $ 248 $ - Total $ 2,948 $ 1,070 $ 1,589 $ 289 $ - |
Operating Leases (Tables)
Operating Leases (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Operating Leases [Abstract] | |
Schedule of Leases by Balance Sheet | Assets/liabilities June 30, December 31, (USD in thousands) 2023 2022 Assets Right-of-use assets $ 1,400 $ 2,260 Liabilities Lease liabilities- current portion $ 834 $ 1,215 Lease liabilities- long term 507 905 Total Lease liabilities $ 1,341 $ 2,120 |
Schedule of Operating Lease Expenses | For the six months ended For the three months ended 2023 2022 2023 2022 Operating lease cost $ 956 $ 673 $ 479 $ 261 |
Schedule of Operating Lease Liabilities | (USD in thousands) Year ended 2023* $ 530 2024 559 2025 262 2026 20 2027 15 Thereafter 25 Total lease payment 1,411 Less: imputed interest (70 ) Total lease liabilities $ 1,341 * Not include operating leases with a term less than one year. |
Schedule of Lease Term and Discount Rate | Lease term and discount rate June 30, Weighted-average remaining lease term (years) – operating leases 1.98 Weighted average discount rate – operating leases 5.70 % |
Schedule of Operating Lease Revenue | For the six months ended For the three months ended Lease revenue 2023 2023 Fixed contractual payments $ 216,350 $ 102,690 |
Schedule of Future Lease Payments | Years Ending December 31, Future 2023 $ 165,497 2024 97,930 2025 - 2026 - 2027 - Thereafter - |
Provision for Income Taxes (Tab
Provision for Income Taxes (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Provision for Income Taxes [Abstract] | |
Schedule of Income Taxes | For the For the 2023 2022 2023 2022 Domestic $ (15,721 ) $ (9,851 ) $ (5,759 ) $ (1,153 ) Foreign 436,371 (14,140 ) 163,863 (13,101 ) Total $ 420,650 $ (23,991 ) $ 158,104 $ (14,254 ) For the For the 2023 2022 2023 2022 Current Domestic $ 124 $ 248 $ 84 $ 246 Foreign 157,107 - 67,931 - Total $ 157,231 $ 248 $ 68,015 $ 246 Deferred Domestic $ - $ - $ - $ - Foreign (9,536 ) (1,329 ) (6,234 ) (251 ) Total $ (9,536 ) $ (1,329 ) $ (6,234 ) $ (251 ) Total Income tax expenses (benefit) $ 147,695 $ (1,081 ) $ 61,781 $ (5 ) |
Schedule of Deferred Taxes | As of June 30, 2023, and December 31, 2022, the Company’s deferred taxes were in respect of the following: June 30, December 31, (USD in thousands) 2023 2022 Deferred tax assets Provisions for employee rights and other temporary differences $ 153 $ 234 Provisions for bad debt 650 753 Net operating loss carry forward 26,771 21,839 Valuation allowance (24,025 ) (19,165 ) Deferred tax assets, net of valuation allowance 3,549 3,661 Deferred tax liabilities Recognition of intangible assets arising from business combinations (108,974 ) (89,597 ) Deferred tax assets (liabilities), net $ (105,425 ) $ (85,936 ) |
Goodwill (Tables)
Goodwill (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill [Abstract] | |
Schedule of Goodwill | For the six months ended June 30, 2023 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2023 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 Impairment loss - - - - - - Acquisitions in 2023 - 46,246 - - - 46,246 Impairment of goodwill (19,788 ) - - - - (19,788 ) Adjustments to purchase price allocations - - 84,144 - - 84,144 Balance as of June 30, 2023 $ - $ 46,246 $ 165,603 $ - $ - $ 211,849 For the year ended December 31, 2022 (USD in thousands) Verticals Food Comprehensive Corporate Online Consolidated Balance as of January 1, 2022 $ 19,788 $ - $ - $ - $ - $ 19,788 Impairment loss - - - - - - Acquisitions in 2022 - - 81,459 - - 81,459 Balance as of December 31, 2022 $ 19,788 $ - $ 81,459 $ - $ - $ 101,247 |
Description of Business (Detail
Description of Business (Details) - USD ($) | 6 Months Ended | |||||||
Jul. 27, 2023 | Feb. 09, 2023 | Jun. 30, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Jun. 07, 2023 | Dec. 31, 2022 | Dec. 01, 2022 | |
Description of Business [Abstract] | ||||||||
Partnership description | five segments and following the recent launch of TingoPay we will be operating in six segments (i) verticals and technology, comprised of our operations in China where we operate our insurance brokerage business (“Verticals and Technology”); (ii) online stock trading, primarily comprised of the operation of Magpie Securities Limited (“Magpie”) through which we operate the online stock trading business, primarily out of Hong Kong and Singapore (“Online Stock Trading”); (iii) comprehensive platform service, which includes the operations of Tingo Mobile described below (“Comprehensive Platform Service”); (iv) food processing, where crops and raw foods are purchased by Tingo Foods, before being processed into finished food products, through arrangements with third party rice mills, cashew processing plants, and other food processing companies, and sold to large food distributor and wholesaler companies (Tingo Foods was purchased by the Company in February 2023) (“Food Processing”); (v) export and commodity trading, where both agricultural commodities and processed foods are exported and traded on a global basis through Tingo DMCC, which operates from the Dubai Multi Commodity Centre (the “DMCC”) (“Export and Commodity Trading”); and (vi) Consumer Super App, digital payment services and merchant services, which in partnership with Visa operates the TingoPay Super App (currently in a beta version) offering retail customers a range of services, including but not limited to online payments in their domestic or foreign currencies, as well as the ability to manage their Visa cards, pay bills, arrange insurance, arrange loans and purchase mobile telephone top-ups. | |||||||
Issued shares (in Shares) | 40,000 | 4,194,782 | ||||||
Consideration percentage | 19.90% | |||||||
Convertible shares (in Shares) | 26,042,808 | |||||||
Preferred stock redemption value (in Dollars) | $ 666,666,667 | |||||||
Common stock equivalent value (in Dollars) | 666,666,667 | |||||||
Loan (in Dollars) | $ 23,700,000 | |||||||
Loan bears interest | 5% | |||||||
Matures date | May 10, 2024 | |||||||
Purchased percentage | 100% | |||||||
Secured note value (in Dollars) | $ 204,000 | |||||||
Interest rate | 5% | |||||||
Series A Preferred Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Issued shares (in Shares) | 26,042,808 | |||||||
Preferred stock, shares issued (in Shares) | 2,604.28 | 2,604.28 | ||||||
TMNA [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Issued shares (in Shares) | 0.001 | |||||||
Ownership percentage | 75% | |||||||
Subsequent Event [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Issued shares (in Shares) | 13,167,641 | |||||||
Convertible shares (in Shares) | 26,042,808 | |||||||
Convertible percentage | 20.10% | |||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Preferred stock, shares issued (in Shares) | 2,604.28 | |||||||
Promissory Note [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Promissory note term | 2 years | |||||||
Tingo Group Holdings, LLC [Member] | ||||||||
Description of Business [Abstract] | ||||||||
Convertible percentage | 35% |
Description of Business (Deta_2
Description of Business (Details) - Schedule of Assets and Liabilities - VIE [Member] - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalent | $ 157 | $ 3,690 |
Trade accounts receivable, net | 69 | 6,823 |
Related party receivables | 1,932 | 2,001 |
Other current assets | 177 | 2,278 |
Total current assets | 2,335 | 14,792 |
Property and equipment, net | 37 | 176 |
Intangible assets, net | 3 | 5,712 |
Long-term deposit and other non-current assets | 48 | |
Right of use assets under operating lease | 101 | 711 |
Restricted cash escrow | 690 | 1,479 |
Deferred tax assets | 822 | 793 |
Total long-term assets | 1,653 | 8,919 |
Total assets | 3,988 | 23,711 |
Current liabilities: | ||
Short-term loan | 286 | |
Trade accounts payable | 91 | 4,817 |
Related party payables | 3,822 | 4,002 |
Current operating lease liability | 100 | 230 |
Other current liabilities | 28 | 4,515 |
Total current liabilities | 4,041 | 13,850 |
Long-term liabilities: | ||
Long-term loan | 377 | |
Long-term operating lease liability | 257 | |
Deferred tax liabilities | 224 | |
Total long-term liabilities | 858 | |
Total liabilities | $ 4,041 | $ 14,708 |
Description of Business (Deta_3
Description of Business (Details) - Schedule of Net Revenues, Loss from Operations and Net Loss - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Net Revenues Loss from Operations and Net Loss [Abstract] | ||||
Net revenues | $ 11,649 | $ 10,729 | $ 30,285 | $ 19,593 |
Profit (loss) from operations | 1,102 | (137) | 295 | (2,321) |
Net profit (loss) | $ 618 | $ 68 | $ 273 | $ (1,504) |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rate Conversion - $ / shares | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | |
Naira [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rate Conversion [Line Items] | |||
Exchange rate currency | $ 770.38 | $ 481.977 | $ 448.55 |
RMB [Member] | |||
Summary of Significant Accounting Policies (Details) - Schedule of Exchange Rate Conversion [Line Items] | |||
Exchange rate currency | $ 7.2513 | $ 6.928 | $ 6.8972 |
Tingo Mobile Transaction (Detai
Tingo Mobile Transaction (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Tingo Mobile Limited Transaction [Abstract] | |
Fair value | $ 1,215,241 |
Income tax rate | 30% |
Tingo Mobile Transaction (Det_2
Tingo Mobile Transaction (Details) - Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Schedule of Allocation of the Preliminary Purchase Price as of the Acquisition Date [Abstract] | ||
Total Merger consideration | $ 1,215,241 | [1] |
Total purchase consideration | 1,215,241 | |
Less: | ||
Net working capital | 170,327 | |
Property and equipment | 760,661 | |
Intangible – farmer cooperative | 24,893 | |
Intangible – trade names and trade marks | 54,576 | |
Intangible – software | 90,030 | |
Deferred tax liability | (50,849) | [2] |
Total | 1,049,638 | |
Goodwill | $ 165,603 | [3] |
[1] The $1,215,241 value of the Merger consideration transferred was determined in accordance with ASC 820 and ASC 805. ASC 820 requires that fair value to maximize objective evidence and be determined using assumptions that a market participant would use, and when level 1 inputs exist, it should be used unless determined to be not representative. That would have meant using the unadjusted Tingo Group quoted price at the time of completion of the Transaction. The Company is of the opinion however, that the market value per share price as quoted on Nasdaq is not representative of the fair value and should not be used to determine the merger consideration. Using market value per share of Tingo Group would have led to a significant bargain purchase gain and an internal rate of return that was not reasonable as well as other valuation anomalies that it created. Hence, and in accordance with ASC 805-30-30-5, the Company reassessed the determination of the consideration transferred and determined that the use of the quoted price of Tingo, Inc’s share price on the OTC at market close is more appropriate in determining the consideration fair value. Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. The goodwill is not deductible for tax purposes. |
Tingo Mobile Transaction (Det_3
Tingo Mobile Transaction (Details) - Schedule of Goodwill - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Goodwill [Abstract] | ||||
Revenues | $ 977,169 | $ 280,643 | $ 1,828,414 | $ 547,263 |
Net profit attributable to Tingo Group, Inc | $ 96,508 | $ 58,117 | $ 273,248 | $ 82,180 |
Tingo Foods PLC Purchase Pric_3
Tingo Foods PLC Purchase Price Allocation (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2022 | Jun. 30, 2023 | |
Tingo Foods PLC Purchase Price Allocation (Details) [Line Items] | ||
Interest rate per annum | 5% | |
Statutory income tax rate | 30% | |
Net Profit | $ 122,341 | |
Revenues | 983,653 | |
Promissory Note [Member] | ||
Tingo Foods PLC Purchase Price Allocation (Details) [Line Items] | ||
Merger consideration transferred | $ 204,000 | |
Promissory note term | 2 years |
Tingo Foods PLC Purchase Pric_4
Tingo Foods PLC Purchase Price Allocation (Details) - Schedule of Summarizes the Estimates of the Fair Value of Assets $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 USD ($) | ||
Schedule of Summarizes the Estimates of the Fair Value of Assets [Abstract] | ||
Total Merger consideration | $ 204,000 | [1] |
Total purchase consideration | 204,000 | |
Less: | ||
Net working capital | 42,077 | |
Property and equipment | 12,235 | |
Intangible – Customer Relationships | 125,677 | |
Intangible – trade names and trade marks | 22,097 | |
Deferred tax liability | (44,332) | [2] |
Total | 157,754 | |
Goodwill | $ 46,246 | [3] |
[1]The $204,000 value of the Merger Consideration transferred as the Promissory Note. The Promissory Note is for a term of two years with an interest rate of 5% per annum. The interest rate on the Promissory Note is reasonably reflective of a market-participant rate. MICT Fintech agreed to certain covenants in connection with the Promissory Note, including with regard to its ability to incur additional debt or create additional liens. The Acquisition will not result in any new issuance of shares of Common Stock, nor of any instruments convertible into shares of Common Stock.[2] Represents the income tax effect of the difference between the accounting and income tax bases of the identified intangible assets, using an assumed statutory income tax rate of 30%. The goodwill is not deductible for tax purposes. |
Tingo Foods PLC Purchase Pric_5
Tingo Foods PLC Purchase Price Allocation (Details) - Schedule of Revenues and Net Profit - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Schedule of Revenues and Net Profit [Abstract] | ||
Revenues | $ 977,169 | $ 1,860,348 |
Net profit attributable to Tingo Group, Inc. | $ 96,508 | $ 275,626 |
Exit of All Weather (Details)
Exit of All Weather (Details) $ in Thousands | 6 Months Ended | ||||
Jun. 30, 2023 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2021 CNY (¥) | Jul. 01, 2021 USD ($) | Jul. 01, 2021 CNY (¥) | |
Loss of Control of All Weather [Abstract] | |||||
Loan granted | $ 4,700 | ¥ 30,000 | |||
Working capital amount | $ 4,700 | ¥ 30,000 | |||
Impairment consideration charge | $ 3,333 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - $ / shares | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
May 01, 2023 | Feb. 05, 2023 | Dec. 01, 2022 | Apr. 30, 2023 | Jun. 30, 2023 | Dec. 31, 2022 | Aug. 01, 2023 | Jul. 31, 2023 | Jul. 27, 2023 | Jun. 23, 2023 | Jun. 07, 2023 | May 12, 2023 | Mar. 06, 2023 | |
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Common stock | 26,042,808 | 164,968,599 | 157,599,882 | ||||||||||
Shares issued | 1,015,386 | ||||||||||||
Temporary equity, description | (i) cause the redemption of Series B Preferred Stock to take place within 90 days; and (ii) cause the Company to redeem all of the Series B Preferred Stock in exchange for $666,666,667 or an amount of common stock of TGH equivalent in value to $666,666,667. | ||||||||||||
Shares issued of common stock | 4,194,782 | 40,000 | |||||||||||
Future issuance shares | 805,218 | ||||||||||||
Dividend yield percentage | 0% | ||||||||||||
Expected volatility | 87.20% | 100.40% | |||||||||||
Risk-free interest rate | 0.99% | 1.64% | |||||||||||
Expected life | 6 years 6 months | 10 years | |||||||||||
Grant of fully vested shares of common stock | 3,200,000 | ||||||||||||
2012 Incentive Plan [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 5,000,000 | ||||||||||||
2020 Incentive Plan [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 25,000,000 | 60,000 | |||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued | 2,604.28 | 2,604.28 | |||||||||||
Common stock | 26,042,808 | ||||||||||||
Shares issued and outstanding percentage | 20.10% | ||||||||||||
Shares issued of common stock | 26,042,808 | ||||||||||||
Preferred stock conversion | 2,604.28 | ||||||||||||
Series B Preferred Stock [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Common stock | 336,872,138 | ||||||||||||
Shares issued and outstanding percentage | 35% | ||||||||||||
Shares issued | 33,687.21 | ||||||||||||
Common Stock [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 1,000,000 | ||||||||||||
Cushman Holdings Limited [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 1,309,500 | ||||||||||||
Intermediate Holdings Limited [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 750,000 | ||||||||||||
China Strategic Investments Limited [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 100,000 | 250,000 | |||||||||||
Board of Directors [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 720,000 | ||||||||||||
Corprominence LLC[Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 48,000 | ||||||||||||
WARBERG WF IX LP [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Shares issued of common stock | 65,831 | ||||||||||||
Repurchase Agreements [Member] | |||||||||||||
Stockholders’ Equity (Details) [Line Items] | |||||||||||||
Exercise price (in Dollars per share) | $ 3.12 | ||||||||||||
Offering price per share (in Dollars per share) | $ 2.8 | ||||||||||||
Cash paid per share (in Dollars per share) | $ 0.1 | $ 0.15 | |||||||||||
Aggregate amount | 6,548,000 |
Stockholders_ Equity (Details)
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Stock Option Plan One [Member] | |
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 125,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 125,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.41 |
Stock Option Plan Two [Member] | |
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 340,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 340,000 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 1.81 |
Stock Option Plan Three [Member] | |
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 95,000 |
Options Outstanding, Weighted Average Remaining Contractual Life | 8 years |
Options Exercisable, Number Exercisable | 63,333 |
Options Exercisable, Exercise Price (in Dollars per share) | $ / shares | $ 2.49 |
Option Four [Member] | |
Stockholders’ Equity (Details) - Schedule of Stock Options Outstanding and Exercisable [Line Items] | |
Options Outstanding, Number Outstanding | 560,000 |
Options Exercisable, Number Exercisable | 528,333 |
Stockholders_ Equity (Details_2
Stockholders’ Equity (Details) - Schedule of Stock Option Plan - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 | Dec. 31, 2022 | |
Schedule of stock option plan [Abstract] | ||
Number of Options, Options outstanding at the beginning of period | 590,000 | 1,558,000 |
Weighted Average Exercise Price, Options outstanding at the beginning of period | $ 1.83 | $ 1.74 |
Changes during the period: | ||
Number of Options, Granted | ||
Weighted Average Exercise Price, Granted | ||
Number of Options, Exercised | ||
Weighted Average Exercise Price, Exercised | ||
Number of Options, Forfeited | (30,000) | (968,000) |
Weighted Average Exercise Price, Forfeited | $ 1.81 | $ 1.68 |
Number of Options, Options outstanding at the end of the period | 560,000 | 590,000 |
Weighted Average Exercise Price, Options outstanding at the end of the period | $ 1.83 | $ 1.83 |
Number of Options, Options exercisable at the end of the period | 528,333 | 434,167 |
Weighted Average Exercise Price, Options exercisable at the end of the period | $ 1.79 | $ 1.74 |
Stockholders_ Equity (Details_3
Stockholders’ Equity (Details) - Schedule of Warrants Outstanding | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
Schedule of Warrants Outstanding [Abstract] | |
Warrants Outstanding, Beginning Balance | shares | 62,863,879 |
Average Exercise Price, Beginning Balance | $ / shares | $ 2.854 |
Remaining Contractual Life, Beginning Balance | 4 years 3 months |
Warrants Outstanding, Granted | shares | |
Average Exercise Price, Granted | $ / shares | |
Remaining Contractual Life, Granted | |
Warrants Outstanding, Forfeited | shares | (25,981,836) |
Average Exercise Price, Forfeited | $ / shares | $ 0.25 |
Remaining Contractual Life, Forfeited | |
Warrants Outstanding, Exercised | shares | (1,015,386) |
Average Exercise Price, Exercised | $ / shares | $ 3.07 |
Remaining Contractual Life, Exercised | |
Warrants Outstanding, Ending Balance | shares | 35,866,657 |
Average Exercise Price, Ending Balance | $ / shares | $ 2.84 |
Remaining Contractual Life, Ending Balance | 3 years 3 months |
Segments (Details)
Segments (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Segments (Details) [Line Items] | |||||
Impairment of intangible asset | $ 19,788 | ||||
Loss from deconsolidated | $ 3,333 | 3,333 | |||
Intangible assets amortization | 782 | $ 1,591,000 | 1,578 | ||
Impairment of assets | 1,253,000 | 15,650,000 | |||
Intangible assets | $ 1,226,000 | ||||
Guangxi Zhongtong Insurance Agency Co., Ltd [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of intangible asset | 1,806 | 1,806 | |||
GFH [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of intangible asset | 7,777 | 7,777 | |||
Beijing Fucheng Lianbao Technology Co. [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of intangible asset | 4,814 | 4,814 | |||
GFHI Acquisitions [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of goodwill derived | 19,788 | 19,788 | 19,788,000 | ||
Intangible assets amortization | $ 733,000 | ||||
Intangible assets | 17,009,000 | ||||
Tingo Mobile Acquisition [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of goodwill derived | 165,603,000 | 81,459,000 | |||
Intangible assets amortization | 7,240 | 14,488,000 | |||
Intangible assets | 152,453,000 | 152,453,000 | 167,143,000 | ||
Deferred tax liability | 45,778,000 | 45,778,000 | 50,143,000 | ||
Magpie [Member] | |||||
Segments (Details) [Line Items] | |||||
Intangible assets amortization | 1,253 | ||||
Tingo Foods Acquisition [Member] | |||||
Segments (Details) [Line Items] | |||||
Impairment of goodwill derived | 46,246,000 | ||||
Intangible assets amortization | 4,619 | ||||
Intangible assets | 140,077,000 | 140,077,000 | |||
Deferred tax liability | $ 42,023,000 | 42,023,000 | |||
GFHI Zongtong Acquisitions [Member] | |||||
Segments (Details) [Line Items] | |||||
Deferred tax liability | 3,125,000 | ||||
Series B Preferred Stock [Member] | |||||
Segments (Details) [Line Items] | |||||
Redeemable preferred stock | 553,035,000 | $ 553,035,000 | |||
Tingo Foods Acquisition [Member] | |||||
Segments (Details) [Line Items] | |||||
Intangible assets amortization | $ 7,697,000 |
Segments (Details) - Schedule o
Segments (Details) - Schedule of Financial Performance of Our Operating Segments - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |||||
Verticals and technology [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | $ 13,169 | [1] | $ 11,950 | [2] | $ 33,721 | [3] | $ 21,483 | [4] |
Segment operating loss | (37,830) | [1] | (1,795) | [2] | (41,054) | [3] | (6,090) | [4] |
Other income, net | (940) | [1] | 632 | [2] | (492) | [3] | 807 | [4] |
Financial income (expenses), net | 16 | [1] | 77 | [2] | 81 | [3] | 253 | [4] |
Online stock trading [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | 20 | [5] | 8 | 28 | [6] | 38 | ||
Segment operating loss | (2,814) | [5] | (2,494) | (4,515) | [6] | (6,038) | ||
Other income, net | (1) | [5] | 51 | (9) | [6] | 51 | ||
Financial income (expenses), net | (392) | [5] | (564) | (439) | [6] | (1,043) | ||
Corporate and others [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | [7] | [8] | [9] | [10] | ||||
Segment operating loss | (4,827) | [7] | (9,481) | [8] | (14,744) | [9] | (11,612) | [10] |
Other income, net | [7] | [8] | [9] | (20) | [10] | |||
Financial income (expenses), net | (1,454) | [7] | (680) | [8] | (2,088) | [9] | (299) | [10] |
Comprehensive Platform Service [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | 209,550 | [11] | 463,016 | [12] | ||||
Segment operating loss | 97,215 | [11] | 229,289 | [12] | ||||
Other income, net | 153 | [11] | 138 | [12] | ||||
Financial income (expenses), net | (20,119) | [11] | (17,776) | [12] | ||||
Export and Commodity Trading [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | 347,997 | 347,997 | ||||||
Segment operating loss | 69,599 | 69,599 | ||||||
Other income, net | ||||||||
Financial income (expenses), net | ||||||||
Food Processing [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | 406,433 | [13] | 983,652 | [14] | ||||
Segment operating loss | 60,370 | [13] | 203,815 | [14] | ||||
Other income, net | [13] | [14] | ||||||
Financial income (expenses), net | (872) | [13] | (1,155) | [14] | ||||
Consolidated [Member] | ||||||||
Segment Reporting Information [Line Items] | ||||||||
Revenues from external customers | 977,169 | 11,958 | 1,828,414 | 21,521 | ||||
Segment operating loss | 181,713 | (13,770) | 442,390 | (23,740) | ||||
Other income, net | (788) | 683 | (363) | 838 | ||||
Financial income (expenses), net | (22,821) | (1,167) | (21,377) | (1,089) | ||||
Consolidated loss before income tax benefit | $ 158,104 | $ (14,254) | $ 420,650 | $ (23,991) | ||||
[1] Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $782 of intangible assets amortization. Includes $733 of intangible assets amortization, derived from the GFHI Acquisition. Includes: (1) $1,806 Impairment of intangible assets from Guangxi Zhongtong Insurance Agency Co., Ltd, (2) $7,777 Impairment of intangible assets from GFH transaction (3) $4,814 Impairment of intangible assets from Beijing Fucheng Lianbao Technology Co. (4) $19,788 impairment of goodwill derived from GFHI acquisition. (5) $3,333 loss from All Weather’s deconsolidation (6) $1,578 of intangible assets amortization. Includes $1,253 Impairment of intangible assets from Magpie. Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Corporate and others segment represents those results that: (i) are not specifically attributable to a reportable segment; (ii) are not individually reportable or (iii) have not been allocated to a reportable segment for the purpose of evaluating their performance, including certain general and administrative expense items. Includes $7,240 of intangible assets amortization, derived from the Tingo Mobile acquisition. Includes $14,488 of intangible assets amortization, derived from the Tingo Mobile merger. Includes $4,619 of intangible assets amortization, derived from the Tingo Foods acquisition. Includes $7,697 of intangible assets amortization, derived from the Tingo Foods acquisition. |
Segments (Details) - Schedule_2
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | $ 1,685,188 | $ 1,682,358 | |||
Liabilities and Series B Preferred Stock related to segments | (1,161,565) | (909,359) | |||
Total equity | 523,623 | 772,999 | |||
Verticals and technology [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 18,245 | 40,831 | [1] | ||
Liabilities and Series B Preferred Stock related to segments | (6,742) | (18,406) | [1] | ||
Online stock trading [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 7,629 | 21,077 | [2] | ||
Liabilities and Series B Preferred Stock related to segments | (2,664) | (3,911) | [2] | ||
Comprehensive Platform Service [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 907,887 | [3] | 1,541,093 | [4] | |
Liabilities and Series B Preferred Stock related to segments | (559,430) | [3] | (877,353) | [4] | |
Food Processing [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | [5] | 352,570 | |||
Liabilities and Series B Preferred Stock related to segments | [5] | (94,488) | |||
Corporate and others [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 50,860 | ||||
Liabilities and Series B Preferred Stock related to segments | (219,843) | ||||
Export and Commodity Trading [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 347,997 | ||||
Liabilities and Series B Preferred Stock related to segments | $ (278,398) | ||||
Corporate and Other [Member] | |||||
Segments (Details) - Schedule of the Financial Statements of our Balance Sheet Accounts of the Segments [Line Items] | |||||
Assets related to segments | 79,357 | ||||
Liabilities and Series B Preferred Stock related to segments | $ (9,689) | ||||
[1] Includes $17,009 of intangible assets and $19,788 goodwill, derived from the GFHI Acquisition. Includes $1,226 of intangible assets. Includes $152,453 of intangible assets and $165,603 goodwill, derived from Tingo Mobile acquisition. Includes $167,143 of intangible assets and $81,459 goodwill, derived from the Tingo Mobile acquisition. Includes $140,077 of intangible assets and $46,246 goodwill, derived from the Tingo Foods acquisition. |
Trade Accounts Receivable, Ne_2
Trade Accounts Receivable, Net (Details) - Schedule of Accounts Receivable - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Accounts Receivable [Abstract] | ||
Trade accounts receivable | $ 368,530 | $ 14,553 |
Allowance for doubtful accounts | (2,508) | (3,012) |
Total | $ 366,022 | $ 11,541 |
Trade Accounts Receivable, Ne_3
Trade Accounts Receivable, Net (Details) - Schedule of Allowance for Doubtful Accounts - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Allowance for Doubtful Accounts [Abstract] | ||
Beginning balance | $ 3,012 | $ 2,606 |
Provision | 900 | 618 |
Recovery | (816) | |
Exchange rate fluctuation | (588) | (212) |
Total | $ 2,508 | $ 3,012 |
Other Current Assets (Details)
Other Current Assets (Details) - Schedule of Other Current Assets - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Schedule of Other Current Assets [Abstract] | ||
Prepaid expenses | $ 267 | $ 1,019 |
Advance to suppliers | 141,739 | 2,821 |
Deposit | 285 | 287 |
Other receivables | 11,688 | 1,701 |
Other current assets total | $ 153,979 | $ 5,828 |
Related Parties (Details) - Sch
Related Parties (Details) - Schedule of Current Assets – Related Parties - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 | |
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | $ 8,812 | $ 13,491 | |
Shareholders of All Weather [Member] | |||
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | 4,603 | ||
Beijing Fucheng Lianbao Technology Co. [Member] | |||
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | 267 | ||
Loan to Tingo Inc. [Member] | |||
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | [1] | 8,120 | 8,099 |
Beijing Fucheng Prospect Technology Co., Ltd. [Member] | |||
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | 314 | ||
Shareholders of Guangxi Zhongtong [Member] | |||
Related Parties (Details) - Schedule of Current Assets – Related Parties [Line Items] | |||
Current assets- related parties | $ 378 | $ 522 | |
[1] Tingo’s loan- as discussed in Note 1. |
Related Parties (Details) - S_2
Related Parties (Details) - Schedule of Current Liabilities – Related Parties - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | $ 25,606 | $ 57,506 |
Beijing Century Tianyuan Business Management Co., LTD [Member] | ||
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | 117 | 308 |
Beijing Global Credit Financial Analysis Technology Co., LTD [Member] | ||
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | 276 | |
Beijing Internet New Network Technology Development Co. LTD [Member] | ||
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | 292 | |
Shareholders of All Weather [Member] | ||
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | 659 | |
Shareholders of Tingo Mobile Limited [Member] | ||
Related Parties (Details) - Schedule of Current Liabilities – Related Parties [Line Items] | ||
Current liabilities – related parties | $ 24,921 | $ 56,539 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) - USD ($) $ in Thousands | Apr. 18, 2023 | Aug. 01, 2023 | Jul. 03, 2023 | Dec. 31, 2022 |
Commitment and Contingencies (Details) [Line Items] | ||||
Aggregate damages | $ 13,426 | |||
Deposit shares | 40,000 | 4,194,782 | ||
Subsequent Event [Member] | ||||
Commitment and Contingencies (Details) [Line Items] | ||||
Deposit shares | 13,167,641 |
Commitment and Contingencies _2
Commitment and Contingencies (Details) - Schedule of Contractual Obligations $ in Thousands | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Contractual Obligation: | |
Office leases commitment | $ 1,411 |
Short-term debt obligations Commitment | 165 |
Services Contract Commitment | 1,372 |
Total | 2,948 |
Less than 1 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 530 |
Short-term debt obligations Commitment | 165 |
Services Contract Commitment | 375 |
Total | 1,070 |
1-3 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 840 |
Services Contract Commitment | 749 |
Total | 1,589 |
3-5 year [Member] | |
Contractual Obligation: | |
Office leases commitment | 41 |
Short-term debt obligations Commitment | |
Services Contract Commitment | 248 |
Total | 289 |
5+ year [Member] | |
Contractual Obligation: | |
Office leases commitment | |
Short-term debt obligations Commitment | |
Services Contract Commitment | |
Total |
Operating Leases (Details)
Operating Leases (Details) | 6 Months Ended |
Jun. 30, 2023 | |
Operating Leases [Abstract] | |
Operating lease term | 4 years |
Operating lease initial term | 12 months |
Operating Leases (Details) - Sc
Operating Leases (Details) - Schedule of Leases by Balance Sheet - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Assets | ||
Right-of-use assets | $ 1,400 | $ 2,260 |
Liabilities | ||
Lease liabilities- current portion | 834 | 1,215 |
Lease liabilities- long term | 507 | 905 |
Total Lease liabilities | $ 1,341 | $ 2,120 |
Operating Leases (Details) - _2
Operating Leases (Details) - Schedule of Operating Lease Expenses - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Operating Lease Expenses [Abstract] | ||||
Operating lease cost | $ 479 | $ 261 | $ 956 | $ 673 |
Operating Leases (Details) - _3
Operating Leases (Details) - Schedule of Operating Lease Liabilities $ in Thousands | Dec. 31, 2022 USD ($) | |
Schedule of Maturities Operating Lease Liabilities [Abstract] | ||
2023 | $ 530 | [1] |
2024 | 559 | |
2025 | 262 | |
2026 | 20 | |
2027 | 15 | |
Thereafter | 25 | |
Total lease payment | 1,411 | |
Less: imputed interest | (70) | |
Total lease liabilities | $ 1,341 | |
[1] Not include operating leases with a term less than one year. |
Operating Leases (Details) - _4
Operating Leases (Details) - Schedule of Lease Term and Discount Rate | 6 Months Ended |
Jun. 30, 2023 | |
Schedule of lease term and discount rate [Abstract] | |
Weighted-average remaining lease term (years) – operating leases | 1 year 11 months 23 days |
Weighted average discount rate – operating leases | 5.70% |
Operating Leases (Details) - _5
Operating Leases (Details) - Schedule of Operating Lease Revenue - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2023 | Jun. 30, 2023 | |
Schedule of Operating Lease Revenue [Abstract] | ||
Fixed contractual payments | $ 102,690 | $ 216,350 |
Operating Leases (Details) - _6
Operating Leases (Details) - Schedule of Future Lease Payments $ in Thousands | Dec. 31, 2022 USD ($) |
Schedule of Future Lease Payments [Abstract] | |
2023 | $ 165,497 |
2024 | 97,930 |
2025 | |
2026 | |
2027 | |
Thereafter |
Provision for Income Taxes (Det
Provision for Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Dec. 31, 2020 | |
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 21% | 21% | 21% | |
Operating loss carry forward (in Dollars) | $ 75,952 | $ 75,952 | ||
Operating loss carry forward balance (in Dollars) | 5,115 | 5,115 | ||
Operating loss carry forward remaining balance (in Dollars) | $ 70,837 | $ 70,837 | ||
Profits tax, description | Hong Kong profits tax for a corporation from the year of assessment 2018/2019 onwards is generally 8.25% on assessable profits up to HK$2,000; and 16.5% on any part of assessable profits over HK$2,000. | |||
Corporate tax rate | 30% | 30% | ||
Israel [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward (in Dollars) | $ 9,330 | $ 9,330 | ||
General tax rate | 23% | 23% | ||
China [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Statutory federal income tax rate | 25% | |||
Operating loss carry forward (in Dollars) | $ 16,957 | $ 16,957 | ||
Singapore [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward (in Dollars) | 1,097 | $ 1,097 | ||
Income tax rate | 17% | |||
Carried forward term | 5 years | |||
Australia [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward (in Dollars) | 112 | $ 112 | ||
Income tax rate | 25% | |||
Nigeria [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward (in Dollars) | ||||
Dubai [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Corporate tax rate | 0% | |||
Magpie Securities Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Tax loss carry forward (in Dollars) | $ 18,726 | |||
BI Intermediate Limited [Member] | ||||
Provision for Income Taxes (Details) [Line Items] | ||||
Operating loss carry forward (in Dollars) | $ 6,852 | $ 6,852 |
Provision for Income Taxes (D_2
Provision for Income Taxes (Details) - Schedule of Income Taxes - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Schedule of Provision for Taxes [Abstract] | ||||
Domestic | $ (5,759) | $ (1,153) | $ (15,721) | $ (9,851) |
Foreign | 163,863 | (13,101) | 436,371 | (14,140) |
Total | 158,104 | (14,254) | 420,650 | (23,991) |
Domestic | 84 | 246 | 124 | 248 |
Foreign | 67,931 | 157,107 | ||
Total | 68,015 | 246 | 157,231 | 248 |
Domestic | ||||
Foreign | (6,234) | (251) | (9,536) | (1,329) |
Total | (6,234) | (251) | (9,536) | (1,329) |
Total Income tax expenses (benefit) | $ 61,781 | $ (5) | $ 147,695 | $ (1,081) |
Provision for Income Taxes (D_3
Provision for Income Taxes (Details) - Schedule of Deferred Taxes - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Deferred tax assets | ||
Provisions for employee rights and other temporary differences | $ 153 | $ 234 |
Provisions for bad debt | 650 | 753 |
Net operating loss carry forward | 26,771 | 21,839 |
Valuation allowance | (24,025) | (19,165) |
Deferred tax assets, net of valuation allowance | 3,549 | 3,661 |
Deferred tax liabilities | ||
Recognition of intangible assets arising from business combinations | (108,974) | (89,597) |
Deferred tax assets (liabilities), net | $ (105,425) | $ (85,936) |
Impairment of Intangible Asse_2
Impairment of Intangible Assets (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2023 | Dec. 31, 2022 | |
Impairment of Intangible Assets [Abstract] | ||
totaling pre-tax | $ 14,397 | |
Impairment charge | 11,924 | |
Pre-tax amount | 1,253 | |
totaling after tax | 1,253 | |
Intangible assets fair value | $ 1,226,000 |
Goodwill (Details)
Goodwill (Details) | 6 Months Ended |
Jun. 30, 2023 USD ($) | |
Goodwill [Abstract] | |
Pre-tax non-cash impairment | $ 19,788 |
Goodwill (Details) - Schedule o
Goodwill (Details) - Schedule of Goodwill $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2023 USD ($) | Dec. 31, 2022 USD ($) | |
Verticals and Technology [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | $ 19,788 | $ 19,788 |
Impairment loss | ||
Acquisitions | ||
Impairment of goodwill | (19,788) | |
Adjustments to purchase price allocations | ||
Balance ending | 19,788 | |
Food Processing [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions | 46,246 | |
Impairment of goodwill | ||
Adjustments to purchase price allocations | ||
Balance ending | 46,246 | |
Comprehensive Platform Service [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | 81,459 | |
Impairment loss | ||
Acquisitions | 81,459 | |
Impairment of goodwill | ||
Adjustments to purchase price allocations | 84,144 | |
Balance ending | 165,603 | 81,459 |
Corporate and others [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions | ||
Impairment of goodwill | ||
Adjustments to purchase price allocations | ||
Balance ending | ||
Consolidated [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | 101,247 | 19,788 |
Impairment loss | ||
Acquisitions | 46,246 | 81,459 |
Impairment of goodwill | (19,788) | |
Adjustments to purchase price allocations | 84,144 | |
Balance ending | 211,849 | 101,247 |
Online Stock Trading [Member] | ||
Goodwill (Details) - Schedule of Goodwill [Line Items] | ||
Balance beginning | ||
Impairment loss | ||
Acquisitions | ||
Impairment of goodwill | ||
Adjustments to purchase price allocations | ||
Balance ending |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] | Jul. 27, 2023 shares |
Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares issued | 26,042,808 |
Series A Preferred Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares issued | 2,604.28 |
New York [Member] | Common Stock [Member] | |
Subsequent Events (Details) [Line Items] | |
Shares issued | 13,167,641 |