UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 1122, 2023

Tingo Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-35850		27-0016420
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

28 West Grand Avenue, Suite 3
Montvale, New Jersey 07645

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 225-0190

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading symbol		Name of exchange on which registered
Common Stock, par value $0.001 per share		TIO		The NASDAQ Capital Market

Item 2.02 Results of Operations and Financial Condition.

On November 14, 2023, Tingo Group, Inc. (the “Company”), issued a press release (the “Press Release”) announcing its financial results and operational highlights for the third quarter ended September 30, 2023, and other financial information.

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

On November 13, 2023, the Company was notified (the “Notification Letter”) by the Nasdaq Listing Qualifications (“Nasdaq”) that it is not in compliance with the minimum bid price requirements set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market. Nasdaq Listing Rule 5550(a)(2) requires listed securities to maintain a minimum bid price of $1.00 per share, and Nasdaq Listing Rule 5810(c)(3)(A) provides that a failure to meet the minimum bid price requirement exists if the deficiency continues for a period of 30 consecutive business days. Based on the closing bid price of the Company’s common stock for the 30 consecutive business days prior to the date of the Notification Letter, the Company no longer meets the minimum bid price requirement. The Notification Letter has no immediate effect on the listing or trading of the Company’s common stock on the Nasdaq Capital Market and, at this time, the common stock will continue to trade on the Nasdaq Capital Market under the symbol “TIO”.

The Notification Letter provides that the Company has 180 calendar days, or until May 13, 2024, to regain compliance with Nasdaq Listing Rule 5550(a)(2). To regain compliance, the bid price of the Company’s common stock must have a closing bid price of at least $1.00 per share for a minimum of 10 consecutive business days. In the event the Company does not regain compliance by May 13, 2024, the Company may then be eligible for additional 180 days if it meets the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the bid price requirement, and will need to provide written notice of its intention to cure the deficiency during the second compliance period. If the Company does not qualify for the second compliance period or fails to regain compliance during the second compliance period, then Nasdaq will notify the Company of its determination to delist the Company’s common stock, at which point the Company will have an opportunity to appeal the delisting determination to a Hearings Panel.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 1113, 2023, Amir Ayalon, ~~notified~~who accepted the ~~Company~~position of ~~his~~Group ~~decision~~Chief toFinancial ~~resign~~Officer ason ~~the~~October ~~Company’s~~2, ~~Chief~~2023, ~~Financial~~moved ~~Officer,~~into ~~effective~~a part-time ~~immediately,~~consultancy ~~for~~role ~~personal~~due ~~reasons.~~to Ina ~~connection~~significant ~~with~~change ~~the~~in ~~resignation~~his ofpersonal circumstances. Mr. Ayalon, ~~Kenneth~~currently ~~Denos~~residing ~~and~~in ~~Dozy Mmobuosi~~Israel, ~~the~~cited ~~Company’s~~personal difficulties ~~interim~~and ~~co-Chief~~family ~~Executive~~commitments ~~Officers~~stemming ~~were~~from ~~appointed~~the asconflict in the ~~Company’s~~region, ~~interim~~which ~~co-Principal~~combined ~~Financial~~with ~~and~~associated ~~Accounting~~travel ~~Officers~~restrictions, ~~effective~~meant it was no longer ~~November~~possible ~~13,~~for ~~2023~~him to devote the time and attention required to properly fulfill his duties as Group CFO.

~~Item~~Tingo Group, 7Inc.01 ~~Regulation~~(the FD“Company”) ~~Disclosure~~has since initiated a search to recruit a permanent Group Chief Financial Officer. In the meantime, until such an appointment is made, the Company’s former long-time Chief Financial Officer and its current Chief Financial Officer for Asia Pacific, Hao (Kevin) Chen, has agreed to fill the role on an interim basis.

On November 1422, 2023, the Company’s ~~posted~~board toof ~~its website~~directors aappointed ~~presentation~~Mr ~~(the~~Chen ~~“Presentation”)~~as ~~containing~~Group ~~its~~Chief ~~financial~~Financial ~~results for the three and nine months ended September 30, 2023~~Officer. ~~The Company also held an investor conference call discussing the financial results for the three and nine months ended September 30, 2023.~~

~~The~~Mr. Chen, ~~full~~41, ~~text~~has more than 15 years of experience providing financial services to a variety of public and private companies, including in the ~~Press~~role ~~Release~~as Chief Financial Officer. He has a demonstrated history of working within the technology industry and is skilled in US GAAP accounting, SOX internal controls, debt and equity financing and strategic management. Prior to serving as the ~~Presentation~~Chief Financial Officer ~~are~~of ~~furnished~~Tingo Group, Inc. between November 29, 2021 and October 2, 2023, Mr Chen served as ~~Exhibits~~the 99Chief Financial Officer at Tingo Group Inc.1 Before that he served as the Chief Financial Officer and 99board member of China Rapid Finance (NYSE:XRF), a holding company operating primarily in the emergency rescue services business, which utilizes cloud and other cutting-edge technologies to provide emergency rescue services, including an app based mobile platform, cloud call centers and large data centers.2 Prior to ~~this~~that, ~~Current~~Mr. ~~Report~~Chen onserved ~~Form~~as ~~8-K~~a Senior Financial Reporting Manager to Qunar.com, a Chinese online travel platform (NASDAQ:QUNR) from 2013 to 2015 and ~~are~~served ~~incorporated~~as ~~herein~~an byAudit ~~reference~~Manager with Ernst & Young from 2008 to 2013. Mr. Chen holds a Master of Business Administration from Kellogg School of Management at Northwestern University, a Master of Economics from Shanghai University of Finance and Economics and a Bachelor of Mathematics from Shandong University. He is a Certified Public Accountant in the U.S.

~~In accordance with the General Instruction B.2 of~~The ~~Form~~Company ~~8-K the information furnished pursuant to this Item in this Current Report on Form 8-K (including Exhibits 99.1~~ and 99Mr.2) ~~shall~~Chen ~~not be~~are ~~deemed~~finalizing ~~to be “filed” for purposes of Section 18 of~~ the ~~Securities~~negotiation ~~Exchange Act~~ of ~~1934,~~Mr. asChen’s ~~amended~~employment ~~(the~~agreement ~~“Exchange Act”),~~and orwill ~~otherwise~~file subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such aagreement ~~filing~~when available.

1Mr. Chen has no family relationships with any director or executive officer of the Company. There are no arrangements between Mr. Chen and any other person pursuant to which Mr. Chen was appointed as an officer of the Company. There are no transactions to which the Company is or was a participant and in which Mr. Chen has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Information.

On November 1322, 2023, ~~the~~MICT ~~Securities~~Telematics ~~and~~LTD, ~~Exchange~~a ~~Commission~~wholly ~~announced~~owned ~~the~~subsidiary ~~temporary~~of ~~suspension,~~Tingo ~~pursuant~~Group toInc., ~~Section~~sold ~~12(k)~~2,951,618 shares of ~~the~~Micronet ~~Securities~~Ltd. which constitute ~~Exchange~~all of ~~1934~~its holdings for a total price of 4,250,330 NIS (approximately $1,100,000). The Company decided to dispose of ~~trading~~its interest in Micronet Ltd. having considered the ~~securities~~level of ~~the~~losses ~~Company.~~being ~~The~~incurred ~~temporary~~and ~~suspension~~the ~~will~~fact ~~expire~~that atthe ~~11:59~~business ~~p.m.~~is ~~(Eastern~~no ~~Standard~~longer ~~Time)~~core to the Company’s onstrategy ~~November~~following ~~28,~~the ~~2023~~acquisitions of Tingo Mobile and Tingo Foods.

According to the order, the Securities and Exchange Commission temporarily suspended trading in the Company’s securities because of questions and concerns regarding the adequacy and accuracy of publicly available information in the marketplace concerning the Company, including (1) press releases, periodic filings with the Securities and Exchange Commission—including Forms 10-K, 10-Q, and 8-K—and other publicly disseminated statements, since at least May 10, 2022, about the financial statements and business operations of its then merger acquisition target and current wholly-owned subsidiary, Tingo Mobile Ltd.; and (2) press releases, periodic filings with the Securities and Exchange Commission—including Forms 10-K, 10-Q, and 8-K—and other publicly disseminated statements, since at least February 9, 2023, about the financial statements and business operations of its wholly-owned subsidiary, Tingo Foods PLC.

~~Item 9.01 Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant to the requirements of the Securities Exchange ~~Exhibits~~Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit No.		Description
Date: November 24, 2023	TINGO GROUP, INC.
99.1		Press release, dated November 14, 2023
	By:	/s/ Dozy Mmobuosi
99.2		Presentation dated November 14, 2023
		Name:	Dozy Mmobuosi
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
		Title:	Interim Co-CEO

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: November 15, 2023	TINGO GROUP, INC.
	By:	/s/ Dozy Mmobuosi
		Name:	Dozy Mmobuosi
		Title:	Interim Co-CEO

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