Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2022, Tingo, Inc. ("Tingo" or the "Company") completed the
transactions contemplated in that certain Second Amended and Restated Agreement
and Plan of Merger ("Second Amended Merger Agreement" or simply, the "Merger
Agreement"), dated October 6, 2022, with MICT, Inc. ("MICT"), a Delaware
corporation whose common shares are traded on the Nasdaq Capital Market under
the symbol 'MICT', and representatives of the shareholders of both Tingo and
MICT. A copy of the Second Amended Merger Agreement is attached as Exhibit 2.1
to the Company's Current Report on Form 8-K/A filed on October 14, 2022, which
Current Report is hereby incorporated by reference.
The Second Amended Merger Agreement is the result of the efforts of Tingo and
MICT to restructure the transaction as a multi-phase forward triangular merger,
instead of a reverse triangular merger as had been previously agreed. Under the
terms of the Second Amended Merger Agreement, Tingo contributed all of the
ownership of its operating subsidiary, Tingo Mobile PLC ("Tingo Mobile"), to a
holding company incorporated in the British Virgin Islands ("Tingo BVI Sub").
MICT also created a subsidiary incorporated in the British Virgin Islands ("MICT
BVI Sub"). On November 30, 2022, a Certificate of Merger was filed with the
Registrar of Corporate Affairs for the British Virgin Islands to complete the
merger of Tingo BVI Sub with and into MICT BVI Sub (hereinafter, the "Merger"),
with the result that Tingo Mobile is now wholly-owned by MICT.
Item 8.01 Other Events.
Also on December 1, 2022, the Company issued a joint press release with MICT
announcing the closing of the Merger pursuant to the Second Amended Merger
Agreement. The text of the press release is included as Exhibit 99.1 to this
Current Report and is incorporated herein by reference.
No Offer or Solicitation
The information in this communication is for informational purposes only and is
neither an offer to purchase, nor a solicitation of an offer to sell, subscribe
for or buy any securities or the solicitation of any vote or approval in any
jurisdiction pursuant to or in connection with the proposed transactions or
otherwise, nor shall there be any sale, issuance or transfer of securities in
any jurisdiction in contravention of applicable law. No offer of securities
shall be made except by means of a prospectus meeting the requirements of
Section 10 of the Securities Act of 1933, as amended, and otherwise in
accordance with applicable law.
Safe Harbor and Forward-Looking Statements
This Current Report and exhibits thereto may contain certain forward-looking
statements regarding possible future circumstances. These forward-looking
statements are based upon the Company's current expectations and assumptions and
are subject to various risks and uncertainties that could cause actual results
to differ materially from those contemplated in such forward-looking statements
including, in particular, any risks and uncertainties with respect to the
Company's operations, as well as those contained in the Company's quarterly,
annual, and periodic filings with the Securities and Exchange Commission. Actual
results, events, and performance may differ. Readers are cautioned not to place
undue reliance on these forward-looking statements, which speak only as to the
date hereof. The Company undertakes no obligation to release publicly any
revisions to these forward-looking statements that may be made to reflect events
or circumstances after the date hereof or to reflect the occurrence of
unanticipated events. The inclusion of any statement in this release does not
constitute an admission by the Company or any other person that the events or
circumstances described in such statements are material.
2
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
99.1 Joint Press release issued on December 1, 2022 by Tingo, Inc and MICT,
Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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