UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange Act ~~ACT~~of OF 1934

Date of Report (Date of earliest event reported): January 212, 2024 ~~(December 29, 2023)~~

Tingo Group, ~~INC~~Inc.

(Exact ~~Name~~name of ~~Registrant~~ registrant as ~~Specified~~specified in ~~Charter~~its charter)

Delaware	001-35850	27-0016420
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(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)

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

~~Not Applicable~~N/A

(Former ~~Name~~name or ~~Former Address~~former address, if ~~Changed~~changed ~~Since Last~~since ~~Report~~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~~ ~~(see General Instruction A.2. below)~~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))

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		TIO		Nasdaq Capital Market

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. ☐

~~Item~~Securities ~~5.07.~~registered ~~Submission~~pursuant ~~of Matters~~ to aSection ~~Vote~~ 12(b) of ~~Security~~the ~~Holders.~~Act:

On December 29, 2023, Tingo Group, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “Annual Meeting”). The number of shares entitled to vote at the Annual Meeting as of November 30, 2023, the record date, was 251,952,977 shares of common stock (the “Voting Stock”). The number of shares of Voting Stock present or represented by proxy at the Annual Meeting was 142,270,983 shares. At the Annual Meeting, stockholders (i) elected three directors to serve as the Company’s directors on its board of directors (“Board”) until the 2024 annual meeting of stockholders or until their successors are duly elected and qualified, (ii) ratified the selection by the audit committee of the Brightman Almagor Zohar & Co. Certified Public Accountant, a firm in the Deloitte Global Network to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023, (iii) approved an amendment to the 2020 Equity Incentive Plan of Tingo Group Inc. to increase the total number of shares of common stock authorized to be issued pursuant to the plan from 25,000,000 shares to 30,000,000 shares, (iv) approved the Company’s 2023 Equity Incentive Plan, and (v) approved the compensation of the executive officers of Tingo Group, Inc. on an advisory basis.

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

~~Set forth~~Item ~~below~~3.01 ~~are~~Notice ~~the~~of ~~final~~Delisting ~~voting~~or ~~results~~Failure ~~for~~to ~~each~~Satisfy ofa ~~the~~Continued ~~proposals:~~Listing Rule or Standard; Transfer of Listing

~~Proposal~~On NoJanuary 12, 2024, the Company was notified (the “Notification Letter”) by the Nasdaq Listing Qualifications (“Nasdaq”) that it is not in compliance with the Nasdaq’s audit committee requirements as set forth in Listing Rule 5605, which stipulates that an audit committee must have at least three members, each of whom must be an independent director. 1The non-compliance ~~Election~~has arisen due to the resignation of ~~directors~~Mr. Jamal Khurshid from the Company’s Board of Directors and audit committee on December 20, 2023.

~~Kenneth Denos~~The Notification Letter, consistent ~~John~~with M.Listing ~~Scott~~Rule 5605(c)(4), ~~and~~states ~~Sir~~that ~~David~~Nasdaq ~~Trippier~~will ~~were~~provide ~~elected~~the Company a cure period in order to ~~serve~~regain compliance, which is defined as follows: (i) until the ~~directors~~earlier of the ~~Board.~~Company’s ~~The~~next ~~voting~~annual ~~results~~shareholders’ ~~were~~meeting asor ~~follows:~~December 20, 2024; or (ii) if the next annual shareholders’ meeting is held before June 17, 2024, then the Company must evidence compliance no later than June 17, 2024.

Name	For	Withheld
Kenneth Denos	106,529,189	19,068,642
John M. Scott	120,263,628	5,334,203
Sir David Trippier, R.D., J.P., D.L.	120,462,492	5,135,339

The Company will be included in this list of all non-compliant Nasdaq companies commencing five business days from the date of this letter.

~~Broker~~The ~~Non-Votes:~~Company ~~16,673,152~~plans to appoint a third independent director to its audit committee within the cure period and will inform Nasdaq as required.

~~Proposal~~Item No9.01 ~~2 -~~Financial ~~Ratification~~Statements ofand ~~independent registered public accounting firm~~Exhibits.

~~The stockholders~~(d) ratified the selection of Brightman Almagor Zohar & Co. to serve as the Company’s independent registered public accounting firm for the year ending December 31, 2023. The voting results were as follows:Exhibits

For	Against	Abstain	Broker Non-Votes
Exhibit No.	Description
137,141,990	5,093,809	35,184	0
99.2	Letter from Nasdaq dated January 12, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~Proposal No. 3 - 2020 equity incentive plan authorized share increase~~1

The stockholders approved an amendment to the 2020 Equity Incentive Plan of Tingo Group Inc. to increase the shares of the common stock authorized to be issued pursuant to the plan from 25,000,000 shares to 30,000,000 shares. The voting results were as follows:SIGNATURE

For		Against		Abstain		Broker Non-Votes
87,883,454		37,647,646		66,731		16,673,152

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.

Proposal No. 4 - To approve the 2023 Equity Incentive Plan of Tingo Group (the “2023 Plan”):

Date: January 17, 2024	TINGO GROUP, INC.

	By:	/s/ Kenneth Denos
		Name:	Kenneth Denos
		Title:	Chief Executive Officer

~~The stockholders approved the 2023 Equity Incentive Plan of TINGO GROUP (the “2023 Plan”). The voting results were as follows:~~2

For		Against		Abstain		Broker Non-Votes
93,592,682		31,793,688		211,461		16,673,152

Proposal No. 5 – Approval on an Advisory Basis of the Compensation of Executive Officers of the Company

The stockholders approved on an advisory basis the compensation of the executive officers of the Company. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
96,185,398		29,338,312		74,121		16,673,152

SIGNATURES

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

Dated: January 2, 2024

Tingo Group, Inc. By: /s/ Kenneth Denos Name: Kenneth Denos Title: Chief Executive Officer

Filing Compare · Tingo Group, Inc.