TIO Tingo Group Inc

Agri-Fintech Holdings, Inc. (formerly, Tingo, Inc.), OTC Markets: TMNA (the “Company”) announced that its Board of Directors has approved the liquidation of the Company and the distribution of its holdings in Tingo Group, Inc. Nasdaq: TIO (“TIO”) to the Company’s shareholders (hereinafter, the “Distribution”). The liquidation of the Company and the resulting Distribution is expected to commence during the fourth quarter of 2023 following satisfaction of the Company’s liabilities in accordance with Nevada law. Because the Distribution would be made pro-rata to the Company’s stockholders, it will also require the effectiveness of a registration statement filed with the U.S. Securities & Exchange Commission.

The Company received its holdings in TIO, consisting of common stock, Series A convertible preferred stock (“Series A Preferred Stock”), and Series B convertible preferred stock (“Series B Preferred Stock”) in connection with its sale to TIO of Tingo Mobile Ltd., then the Company’s wholly-owned operating subsidiary (“Tingo Mobile”), on November 30, 2022. The sale was accomplished via a three-phase forward triangular merger (“Merger”). The conversion of TIO’s Series A Preferred Stock, which occurred on July 27, 2023, resulted in the completion of the second phase of the Merger. The conversion of the Series B Preferred Stock, if effected, would constitute the completion of the third and final phase of the Merger.

Based on the number of shares of TIO common stock outstanding as of the date of the Merger, if the Series B Preferred Stock are converted into TIO common stock, the Company would hold common stock of TIO equal to 75.0% of TIO’s issued and outstanding common stock. However, because the conversion of the Series B Preferred Stock will result in the Company becoming the controlling shareholder of TIO, such conversion will require approval of the TIO shareholders, in addition to the consent of Nasdaq to the change of control of TIO.

Under Nevada law, the Company will be required to satisfy any debts and accounts payable prior to the Distribution, which would also include the cost of the Company’s tax and legal advisors. In view of the foregoing, although the Company cannot guarantee the actual number of TIO securities that will ultimately be distributed to Company stockholders, the Company estimates that, following conversion of the Series B Preferred Stock, each shareholder would be expected to receive approximately one share of TIO for every three to four shares of TMNA held by them on the record date for the Distribution.

Following the Distribution, Dozy Mmobuosi, the controlling beneficial holder of the Company, is still expected to beneficially hold a majority of the voting shares of TIO and become its controlling shareholder following the distribution. Consequently, Nasdaq approval of the change of control of TIO will still be required.

Further, because the liquidation of the Company may occur prior to Nasdaq approval of a change of control of TIO, the Company intends to cause a trust to be established which will hold the Series B Preferred Stock and subsequently distribute shares of TIO common stock to Company shareholders when the Series B Preferred Stock is ultimately converted. The trust is expected to work with TIO to achieve Nasdaq approval and will terminate following the Distribution.

The Board’s decision to liquidate the Company and distribute its holding in TIO is the result of the pending expiration of a one-year grace period provided to the Company under the Investment Company Act of 1940 (“1940 Act”). Under the 1940 Act, a company holding investment securities constituting 40% or more of its unconsolidated assets may be considered a temporary investment company and not subject to the requirements of the 1940 Act for a one-year period if certain conditions are met.

About The Company

Agri-Fintech Holdings, Inc. (formerly, Tingo, Inc.) is a holding company of equity interests in Tingo Group, Inc. (Nasdaq: TIO). As a result of the Merger, the Company is considered a temporary investment company under the 1940 Act. Safe Harbor and Forward-Looking Statements

This press release contains 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.

Contacts

Corporate and Media Contacts:Agri-Fintech Holdings, Inc. (formerly, Tingo, Inc.)(385) 463-8168