Item 2.01 Completion of Acquisition or Disposition of Assets
As previously disclosed, on
Pursuant to the Acquisition Agreement, at closing, the company agreed to issue 928,000,000 Class A Common shares toTingo International , and 65,000,000 Class B Common Shares to the ClassB Shareholders ofTingo 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 shall become a wholly owned subsidiary of the company. As part of the Acquisition Agreement, prior to closing the company agreed to change its name toTingo 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
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 is 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 byTingo International and completion of the company's amendment to increase its authorized capital stock. OnAugust 15, 2021 , having completed all conditions under the Acquisition Agreement, including receipt of the financial statements from Tingo Mobile, approval of the transaction byTingo International and completion of the company's increase in authorized capital, the company closed the transaction withTingo International , and issued 928,000,000 Class A Common shares toTingo International , and 65,000,000 Class B Common Shares to the ClassB Shareholders ofTingo 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. The company is in the process of changing its name and symbol and has submitted its request toFINRA 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 this Current Report on Form 8-K. 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.
ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
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 Seller is an accredited investor, the Purchaser acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
Item 5.01 Changes in Control of Registrant
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
We issued 928,000,000 Class A Common shares to
There are no arrangements known to the Company, the operation of which may, at a subsequent date, result in a change in control of the Company.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth, as ofAugust 15, 2021 , certain information as to shares of our common stock owned by (i) each person known by us to beneficially own more than 5% of our outstanding common stock, (ii) each of our directors, and (iii) all of our executive officers and directors as a group. Unless otherwise stated, the address for each beneficial owner is at 8/6 Soi Patanakarn30 Patanakarn Road ,Suan Luang ,Bangkok, Thailand .Name and Address of Beneficial Owner Series A Common Stock
Series B Common Stock Number of Shares Percent of Number of Shares Percent of Owned Class(1)(2) Owned Class(1)(2)
Anthony Moore - - - - Zoliwe Macanda-Simbodyal - - - - Gurjinder Johal - - - - Hok Fung Wai 1,603,500 * - - Dozy Mmobuosi - - 51,000,000 78.46 % Christopher Cleverly - - - - Dakshesh Patel - - - - Adewale Adebayo - - - - Onyekachi Onubogu - - - - Leslie Kasumba - - - - Alex Lightman 14,000,000 1.3 % - - Derrick Randall - - - - All Directors and Executive Officers as a Group (12 persons) 15,603,500 14.2 % - - 5% HoldersTingo International Holdings Limited 1 StamfordPlz 263 Tresser Blvd. 9th FL Stamford, CT 06901 928,000,000 84.66 % - - Tosin Igbena 1 StamfordPlz 263 Tresser Blvd. 9th FL Stamford, CT 06901 - - 10,000,000 15.38 % Belfry Securities 1 StamfordPlz 263 Tresser Blvd. 9th FL Stamford, CT 06901 - - 4,000,000 6.15 % * Less than 1%
(1) Pursuant to Rules 13d-3 and 13d-5 of the Exchange Act, beneficial ownership
includes any shares as to which a shareholder has sole or shared voting power
or investment power, and also any shares which the shareholder has the right
to acquire within 60 days, including upon exercise of common shares purchase
options or warrants.
(2) The percent of class is based on 1,096,146,211 shares of Series A common
stock outstanding and 65,000,000 shares of Series B common stock as of August
16, 2021.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
OnAugust 16, 2021 , the Board of Directors (the "Board") ofIWeb, Inc. (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 Chairman 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.
EffectiveAugust 16, 2021 , the Board appointed: i) Mr. Dozy Mmobuosi as the Chief Executive Officer of the Company effective onAugust 16, 2021 ; and (ii)Dakshesh Patel as the Chief Financial Officer of the Company, effective onAugust 16, 2021 ; and (iii) )Derrick Randall as the Secretary, Treasurer of the Company, effective onAugust 16, 2021 , and appointedRory Bowen as Chief of Staff of the company effectiveAugust 16th2021 .
Effective
Mr. Dozy Mmobuosi, age 43,Co-founded Tingo Mobile PLC (Nigeria ) in the year 2001 and is the Group Chief Executive Officer. Dozy has vast global experience in South-East Asia, China ,United Arab Emirates ,Bulgaria, USA and theUK . An adviser to corporate clients, steering the strategy and design of business plans (investments, acquisition, and organic growth) into new global markets -across three continents he has directed significant operating growth of Tingo with over$500 million in annual revenue. In 2001 Dozy foundedFair Deal Concepts Limited , nowTingo Mobile Plc (Nigeria ). In 2002 he led the design and launch ofNigeria's first SMS Banking Solution (Flashmecash), later sold to FMCB who still use it today. From 2013 Dozy Led a team of 123 Chinese and Nigerian engineers to setup 2 mobile phone assembly facilities inNigeria (Lakowe and Lugbe). These facilities have produced over 20 million mobile devices which have been distributed acrossNigeria . Dozy is currently co-sponsoring a special purpose acquisition company, or SPAC (Africa Acquisition Corp, Inc ), targeted at acquiring a natural resources company inAfrica . Mr. Mmobuosi received a BSc in Political Science in 2001 and an MSc Economics in 2003 fromAmbrose Alli University Ekpoma, Edo State (Nigeria ). In 2007, he received a PhD in Rural Advancement from UPM Malaysia. The Board believes Mr. Mmobuosi's experience, knowledge and leadership will benefit the Company and make him a valuable member of the Board.
Dakshesh Patel , age 60, is currently Group Chief Financial Officer ofTingo International and has extensive experience in banking.Mr. Patel was formerly Chief Financial Officer of NatWest's Global Debt and Investment Banking division with 110 staff under his stewardship and structured and led the first CDO inEurope for the NatWest Corporate Debt book with two placements with a total value$10 billion . Following acquisition ofGreenwich Capital in 1996,Mr. Patel assumed responsibility for all aspects of the finance function for both the capital markets and structured finance activities.Mr. Patel at NatWest as also the Finance Director of the Global Structured Finance & Investment Banking (NatWest Markets) responsible for global team of 50 people and also served as Financial Controller, Banking & Specialised Finance (NatWest). From 1991-1994Mr. Patel was manager, leasing and tax (NatWest) where he set up new leasing unit in conjunction with business head.Mr. Patel alsoCo-founded Longbridge Capital , a finance consultancy operating inEurope ,Africa andAsia , e-Logistics, a transport management business, andYespay , a payment gateway acquired by Worldpay.Mr. Patel additionally, has worked with NBW PartnersUK where he was advising a leading global shipping group in the management of their treasury operations and as Managing Director Gerken Capital Associates, aSan Francisco based alternative asset fund manager with core focus on venture capital and private equity investment products.Mr. Patel was also Co-Founder and Board Member of eLogisticsUK where he raised$10m in VC financing to develop the initial business concept and led an MBO of the businessMr. Patel has also worked atDeloitte Haskins & Sells ,London ,Abu Dhabi , andSouthern Africa where he was lead manager responsible for major listed corporations inSouthern Africa and theAbu Dhabi Investment Authority .Mr. Patel earned a Bachelor of Arts degree in Accounting and Finance fromEaling College ,London and also has a Certification with theInstitute of Chartered Accountants inZimbabwe . The Board believesMr. Patel experience and knowledge will benefit the Company and make him a valuable member of the Board.
Dr.Christopher Cleverly , age 54, after completing a law degree atKings College London LLB, Chris was called to the Bar in 1990, following which he established Trafalgar Chambers onFleet Street , becoming "the youngest head of barristers' chambers in the last century" according to the Sunday Times. During this periodMr Cleverly was a regular presenter onChannel 4 and contributor to the other main channels, radio and newspapers. Since then he has been board member of a number of companies inUK ,India ,China andAfrica both listed on regulated exchanges and private in a number of sectors. As CEO ofMade In Africa Foundation ,Mr.Cleverly was co-architect and founder of the$1.5 billion Africa50 fund with theAfrican Development Bank which has been lead investor in a number of large scale renewable energy projects. He is also very experienced in the cryptocurrency space as CEO of blockchain payments gateway KamPay.io, advising blockchain protocol Cardano and as contributing writer to CoinTelegraph. Chris has advised a number ofUK plcs on their entrance into African markets, including negotiation of oil blocks, mineral concessions and banking licences. He also advises theUK Government on development issues and African governments on investment issues. He was awarded an Honorary Doctorate fromReading University in 2014 and has recently completed a course in Circular Economy and Sustainability Strategies at theUniversity of Cambridge Judge Business School. His portrait is held by theNational Portrait Gallery in . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
The information provided in Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference.
The board of directors and majority shareholders of the Company approved an amendment of the Company's 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.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. The financial statements of Tingo Mobile required by Item 9.01(a) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed. (b) Pro Forma Financial Information. The pro forma financial information required by Item 9.01(b) to this Current Report on Form 8-K will be filed by amendment within 71 calendar days after the date this report on Form 8-K must be filed. (d) Exhibits Exhibit No. Description
2.1 Acquisition Agreement DatedJuly 29, 2029 (1)
(1) Incorporated by reference to the Current Report on Form 8-K filed as Exhibit
2.1 on
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