Item 9.01. Financial Statements and Exhibits
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Section 1
Item 1.01
Entry into a Material Definitive Agreement
On August 18, 2021, the Company announced the completion of its acquisition of
Tingo Mobile PLC and filed the Original Report on Form 8-K describing the
acquisition. This Amended Report on Form 8-K/A includes financial statements of
Tingo Mobile PLC, including proforma financial statements of the Company and
Tingo Mobile PLC, and further incorporates by reference the information supplied
in the Company's Original Report filed with the Commission on August 18, 2021.
The information contained in Item 2.01 below relating to the various agreements
described therein is incorporated herein by reference to the Original Report.
Section 2
Item 2.01
Completion of Acquisition or Disposition of Assets
THE SHARE EXCHANGE AND RELATED TRANSACTIONS
On July 29, 2021, the Company entered into an Acquisition Agreement that
provides for, among other things, for the Company to acquire 100% of Tingo
Mobile PLC ("Tingo Mobile"), a Nigerian company, from Tingo International
Holdings Inc. ("Tingo International"), a Delaware corporation.
Pursuant to the Acquisition Agreement, at Closing, the company agreed to issue
928,000,000 Class A Common shares to Tingo International, and 65,000,000 Class B
Common Shares to the Class B Shareholders of Tingo International, in full
satisfaction of and in exchange for 100% of the issued and outstanding shares of
Tingo Mobile. Upon closing of the transaction, Tingo Mobile became a
wholly-owned subsidiary of the Company.
As part of the Acquisition Agreement, prior to Closing, the Company agreed to
change its name to Tingo Inc. and amend its Articles of Incorporation to provide
for its authorized share capital so as to have 1,250,000,000 Class A Common
Shares of $0.001 par value, 200,000,000 Class B Common Shares of $0.0001 par
value, and 50,000 Preferred Shares with such rights and privileges as the
majority of the board may designate at its discretion.
At closing, the Company agreed to appoint up to eight directors nominated by
Tingo International for a total of 10 directors, two of which shall be
independent. The Acquisition Agreement also contemplated the appointment of new
officers.
The parties to the Acquisition Agreement further agreed that in the event that
the share price of the Company trades below $5.00 per share for 60 consecutive
days after closing, the Board of Directors of the Company, at its sole
discretion, may elect to approve a stock consolidation to increase the share
price and that all parties are in agreement and in favor of such consolidation
should it be deemed necessary by the Board of Directors of the Company.
In connection with the transaction, at closing, an arm's length finder was
entitled to a 3% finder's fee, to be paid in the Company's Class A Common
shares.
The closing of the Acquisition Agreement was conditioned upon receipt by the
Company of the financial statements of Tingo
Mobile, shareholder approval of the transaction by Tingo International and
completion of the Company's amendment of its Articles of Incorporation to
increase its authorized capital stock.
On August 15, 2021, having completed all conditions under the Acquisition
Agreement, including receipt of the financial statements from Tingo Mobile,
approval of the transaction by Tingo International and completion of the
Company's increase in authorized share capital, the Company closed the
transaction with Tingo International, and issued 928,000,000 Class A Common
shares to Tingo International, and 65,000,000 Class B Common Shares to the Class
B Shareholders of Tingo International, in exchange for 100% of the capital stock
of Tingo Mobile. The Company paid out 27,840,000 shares of Class A common stock
to the finder, representing 3% of the transaction.
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The company is in the process of changing Its name and symbol and has submitted
its request to FINRA for a market effective date on the transaction. The Company
has also added directors and officers as a result of the closing, which are set
forth in Item 5.02 of the Original Report. Gurjinder Johal, an existing Director
of the Company who will remain with the Company following the Closing of the
Acquisition Agreement, has been added to this Amended Report.
The Acquisition Agreement contains customary representations and warranties of
the parties, including, among others, with respect to corporate organization,
capitalization, corporate authority, financial statements and compliance with
applicable laws. The representations and warranties of each party set forth in
the Acquisition Agreement were made solely for the benefit of the other parties
to the Acquisition Agreement, and investors are not third-party beneficiaries of
the Acquisition Agreement. In addition, such representations and warranties (a)
are subject to materiality and other qualifications contained in the Acquisition
Agreement, which may differ from what may be viewed as material by investors,
(b) were made only as of the date of the Acquisition Agreement or such other
date as is specified in the Acquisition Agreement and (c) may have been included
in the Acquisition Agreement for the purpose of allocating risk between the
parties rather than establishing matters as facts. Accordingly, the Acquisition
Agreement is included with this filing only to provide investors with
information regarding the terms of the Acquisition Agreement, and not to provide
investors with any other factual information regarding any of the parties or
their respective businesses.
Section 3
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in Item 2.01 of the Original Report is incorporated
herein by reference.
With respect to the shares of our Class A and Class B common stock issued in
connection with the Acquisition Agreement, we claim an exemption from the
registration requirements of the Securities Act, for the private placement of
these securities pursuant to Section 4(a)(2) of the Securities Act and/or
Regulation D promulgated thereunder because, among other things, the transaction
did not involve a public offering, the recipients of the Company's securities
were each accredited investors and acquired the securities of the Company for
investment and not resale, and we took appropriate measures to restrict the
transfer of the securities.
rendered on the Company's financial statements; or (ii) any matter that was the
subject of a "disagreement" or a "reportable event" (as those terms are defined
in Item 304 of Regulation S-K).
Section 5
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT
The information provided in Item 2.01 of the Original Report is incorporated
herein by reference.
We issued 928,000,000 Class A Common shares to Tingo International, Holdings Inc
and 65,000,000 Class B Common Shares to Tingo International. As a result of this
transaction, there has been a change in control of the Company.
There are no arrangements known to the Company, the operation of which may, at a
subsequent date, result in a further change in control of the Company.
5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On August 16, 2021, the Board of Directors (the "Board") of the Company
received: (i) a resignation letter from Mr. Anthony Moore, to resign as the
Chief Executive Officer of the Company effective on August, 15 2021, but shall
remain as a Director of the Company; (ii) a resignation letter from Zoliwe
Macanda-Simbodyal, to resign as the Secretary, Treasurer and Chief Financial
Officer of the Company, effective on August,16 2021, but shall remain a Director
of the Company. Gurjinder Johal, appointed to the Board on July 25, 2021, shall
also remain a Director of the Company.
Effective August 16, 2021, the Board appointed: i) Mr. Dozy Mmobuosi as the
Chief Executive Officer of the Company effective on August 16, 2021; and (ii)
Dakshesh Patel as the Chief Financial Officer of the Company, effective on
August 16, 2021; and (iii) Derrick Randall as the Secretary, Treasurer of the
Company, effective on August 16, 2021, and appointed Rory Bowen as Chief of
Staff of the Company effective August 16th2021.
Effective August 16, 2021, the Board appointed Mr. Dozy Mmbouosi, Mr.
Christopher Cleverly, Dakshesh Patel, Mr. Adewale Adebayo, Mr. Onyekachi
Onubogu, Mr. Derrick Randall, Ms. Leslie Kasumba and Mr. Alex Lightman as
members of our Board of Directors.
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ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
The information provided in Item 2.01 of the Original Report is incorporated
herein by reference.
Our Market Focus
Tingo Inc., a Nevada corporation (referred to in this Current Report as the
"Company", "we", "our", or "us"), was incorporated on February 17, 2015 We
acquired our wholly-owned subsidiary, Tingo Mobile, PLC, a Nigerian public
limited company ("Tingo "), in a share exchange with its shareholders effective
August 15, 2021. The Company, including its subsidiary, is an Agri-Fintech
company offering a comprehensive platform service through use of smartphones
(using GSM technology) to empower a marketplace to enable subscribers/farmers
within and outside of the agricultural sector to manage their commercial
activities of growing and selling their production to market participants both
domestically and internationally. The ecosystem provides a 'one stop shop'
solution to enable such subscribers to manage everything from airtime top ups,
bill pay services for utilities and other service providers, access to insurance
services and micro finance to support their value chain from 'seed to sale'.
Tingo aims to be Africa's leading Agri-Fintech player that transforms rural
farming communities to connect through our proprietary platform to meet their
complete needs from inputs, agronomy, off take and marketplace which delivers
sustainable income in an impactful way.
Global Climate Change is challenging our productivity for sustainable production
and Food Security. Social upliftment is a key area of global interest under the
United Nations Sustainable Development Goals (SDGs) and ESG impact investing.
The company's strategy and market execution provides an opportunity for Africa
to be a core focal point to solve several key areas including Food Security.
Tingo does this through its unique NWASSA service model. Tingo aims to deliver,
in a tangible and measurable way, alignment and compliance with the key UN SDGs
- Gender equality through upliftment of female entrepreneurship, financial
inclusion, poverty alleviation and zero hunger. Over 60% of rural farming
employs women in many countries in Africa. Our key goal is to empower SME Women
entrepreneurs engaged in the Agri-ecosystem to deliver true gender equality and
diversity. Tingo's rural programmes already provide services targeted at this
segment of the market. We have a measurable approach to deliver this key social
impact .
The historical business that existed in the company has now been discontinued
and the company will focus its strategy and business to the themes described
above.
Tingo has identified a number of key strategic partners and acquisitions in
Africa to accelerate its rapid expansion to become the leading Agri-Fintech
operator in Africa. A select number of investments into this segment of
Agri-tech , banking services and Fintech will provide a strong pathway to
enhance its proven activities in Nigeria across the African continent.
In 2020, Tingo posted total revenues of $594 million and EBITDA of $212 million
. Tingo has over 9 million customers that are contracted to use its services,
with over 50% using its proprietary NWASSA Agri marketplace service.
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Revenue Drivers
Tingo generates its income from the following services :
· Mobile device leasing - three year contracts
· Airtime and Data Top-ups
· NWASSA - Agri marketplace platform and transaction services
· Utilities and other bill pay services through our wallet solution
· Cross sell fees from referrals for Insurance and Lending services offered by
strategic partners
Forecast
Covid did impact the continuity of Tingo's core agri-marketplace and mobile
leasing services. The company has recommenced the three year leasing cycle from
Q2.2021 and currently forecasts Revenues to reach c$550m - $600m for 2021.
Tingo's trading is all conducted in Nigerian Naira and therefore the USD$
equivalent results are subject to fluctuations in the local currency. The
forecast is based on an exchange rate of USD$: NGN at 410.
Acquisition Benefits
The historical business conducted under iWEB Inc. was discontinued at point of
completion of the Acquisition Agreement and the Company's prime focus is
developing an Agri-Fintech business in Africa. It has a proven business model in
Nigeria (largest economy in Africa) and the expansion both within and across
Africa in the medium term will deliver significant social impact to rural
communities and in particular promote women entrepreneurship in the Agri sector.
Over 50% of employment in the Agri sector is women. The Company will utilize the
strength of the digital experience of the current business, combined with
Tingo's Agri-Fintech experience to deliver new and impactful digital financial
services which will include a unique micro-finance service solution based on
smart use of the blockchain and related technologies to deliver a sustainable
financing model to drive affordable economic growth to our target customer base
engaged in the Rural Agri- sector across Africa.
Our Business
Tingo is bundling complete digitally inclusive ecosystems that promotes
financial inclusion and delivers disruptive micro-finance solutions, empowers
societies, produces social upliftment in rural communities and opens domestic
and international opportunities.
We believe that a truly connected world will help contribute to a better global
society. The company's core focus areas are financial services/fintech and
agritech delivered through our mobile devices on our voice and data packages.
Tingo's goal is to provide a best-in-class customer experience, support the
domestic economies of its host countries and support technological and ?nancial
inclusion to end the poverty premium. Through this, Tingo hopes to deliver
attractive returns to shareholders while investing in the long-term future of
the company and its subsidiaries.
Global Climate Change is challenging our productivity for sustainable production
and Food Security. Social upliftment is a key area of global interest under the
United Nations Sustainable development Goals (SDGs) and ESG impact investing.
Tingo's strategy and market execution provides an opportunity for Africa to be a
core focal point to solve several key areas including Food Security. We do this
through our unique NWASSA service model. We aim to deliver, in a tangible and
measurable way, alignment and compliance with the key UN SDGs - Gender equality
through upliftment of female entrepreneurship, financial inclusion, poverty
alleviation and zero hunger.
ESG focused funds can measure real social impact through the goals and tracking
metrics we will demonstrate in our execution plan. Disruption of Micro Finance
through use of DeFi based stable coin and smart contracts will give such Agri
communities - capital markets driven digital finance solutions that make them
more competitive and sustainable economically, striking a good balance of
returns between Digital asset providers and Tingo as the service partner. This
innovation will deliver significant access to much needed finance at 'Grassroot'
levels delivering tangible social upliftment and GDP growth in African markets
we deliver our service to.
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Tingo Mobile, with more than nine million subscribers, is Nigeria's leading
technology and device-as-a-service platform aimed at accelerating digital
commerce, especially in the country's agritech and fintech verticals. The
company helps farmers acquire mobile phones through a unique leasing plan,
connecting them to mobile and data networks through its own virtual mobile
network. Tingo also connects farmers to markets, services, and resources via
Nwassa, its digital agritech marketplace platform that commenced operations in
2020. The company has also launched a beta version of TingoPay - a B2B and B2C
fintech app aimed at providing financial services to users inside and outside of
the agriculture value chain. Among the services offered are mobile wallets,
payment processing and access to specialist lenders, insurers, and pension
products.
We are exploring how innovative Blockchain based solutions can be used to
deliver digital stable coin to empower frictionless trade in our Agri community
in Nigeria and cross border in Africa. Our market proven model in Nigeria is our
core foundation to enable us to deliver the same service model across Africa to
become Africa's leading Agri-Fintech business powered through smartphone
technology.
The African Continental Free Trade (ACFT) plan will be a key framework to
prepare the company to be the leading intra Africa trading hub for trade flows
across Africa in the medium term when it is likely the Agreement will be
executed into tangible activity. Tingo is well positioned to easily transform
these goals of the ACFT into reality when finally implemented by the AU and
various African countries that has not signed up.
Tingo posted total revenue of $594 million in 2020 with $212 million EBITDA.
As of December 31, 2020, Tingo has 9,344,000 subscribers. The company is
confident that these figures will grow through its expansion across Africa and
natural progression of the business in Nigeria Our customers are highly engaged,
and most are dependent on Tingo Mobile for the successful running and
profitability of their farms. This has allowed us to maintain consistent
customer numbers for the last number of years
which are over 9 million.
In Nigeria, our comprehensive ecosystem which includes mobile handsets,
financial technology and digital Agri platform provides market access for
farmers and cooperatives to sell their produce at either wholesale or retail
levels achieving the best possible market price. Historically we have processed
over 500,000 transactions a day with a value of $8m USD and an average of $16
USD per transaction. These transactions cover the sale of produce (grain, corn,
yam, beans, cassava etc.), settlement, brokerage, escrow and the organization of
storage and logistics. The transactions are conducted with complete anonymity
and all payments are sent and received from Tingo Mobile wallets giving us
complete oversight of the transaction. To keep pace with the demands of an
ever-expanding population, our platform also provides an access channel for
extension services vital to developing the agricultural sector in Nigeria with
other opportunities to be rolled out into a selected number of other African
countries. This has started in Nigeria with the deployment of the Tingo App
during 2021.
We continue to focus our Company's efforts on product design and enhanced user
experience to reach more users and organizations by providing the latest mobile
phone handsets at affordable prices and expanding our area of operations to
cover the multiple everyday needs of people living in Nigeria.
Human Capital Resources
We understand that our success depends on our ability to attract, train and
retain our employees. We strive to attract, recruit, and retain employees
through competitive compensation and benefit programs, learning and development
opportunities that support career growth and advancement opportunities, and
employee engagement initiatives that foster a strong Company culture. We also
recognize the importance of keeping our employees safe. In response to the
COVID-19 pandemic, we implemented changes that we determined were in the best
interest of our employees and have followed local government orders to prevent
the spread of COVID-19.
Employees
The former business operated under iWEB Inc. has been discontinued with effect
from 15 August 2021. There are no employees in the Company other than our
executive officers. Our wholly-owned subsidiary, Tingo Mobile PLC, has
approximately 326 full-time employees and 15,600 part-time commission-based
contractors.
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Research and Development
The former business operated by iWEB Inc. has been discontinued effective
15th August 2021 and there is no ongoing Research and
Development commitments from this date.
Available Information
Our common stock is listed on the OTCQB Marketplace and trades under the symbol
"IWBB." We have submitted an application to change our trading symbol in
connection with the acquisition of Tingo and its business. Our principal
executive offices are located at 43 West 23rd Street, 2nd Floor, New York, NY,
and our telephone number is (646) 847-0144. The internet address of our
corporate website is http://tingogroup.com/.
We file annual reports, quarterly reports, current reports, proxy statements and
other information with the Securities and Exchange Commission (the "SEC") under
the Securities Exchange Act of 1934, as amended. You can inspect and obtain a
copy of our reports, proxy statements and other information filed with the SEC
at the offices of the SEC's Public Reference Room at 100 F Street N.E.,
Washington, D.C. 20549, on official business days during the hours of 10 a.m. to
3 p.m. EST. Please call the SEC at 1-800-SEC-0330 for further information on the
Public Reference Room. The SEC maintains an internet website at
http://www.sec.gov where you can access copies of most of our SEC filings.
We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K, and amendments to those reports, available free of charge
on our corporate website. The contents of our corporate website are not
incorporated into, or otherwise to be regarded as part of, this Annual Report on
Form 10-K.
Item 1A. Risk Factors
The Company operates in an environment that involves a number of risks and
uncertainties. The risks and uncertainties described in this Annual Report on
Form 10-K are not the only risks and uncertainties that we face. Additional
risks and uncertainties that presently are not considered material or are not
known to us, and therefore are not mentioned herein, may impair our business
operations. If any of the risks described in this Interim Report on Form 8-K
actually occur, our business, operating results and financial position could be
adversely affected.
An investment in our common stock involves a high degree of risk. You should
carefully consider the risks described below together with all of the other
information included in this prospectus before making an investment decision
. . .
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