0000854800 false 0000854800 2023-11-22 2023-11-22 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






Washington, D.C. 20549





Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): November 22, 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



(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 3.02 Unregistered Sales of Equity Securities.


 On November 22, 2023, the Registrant issued 10,000,000 unregistered shares of its common stock to a service provider in connection with a consultancy agreement to assist the Registrant in exploring additional markets and platforms.  No solicitation was made and no underwriting discounts were given or paid in connection with this transaction.  The Registrant believes that the issuance of its shares of common stock in connection with the transaction was exempt from registration with the Securities and Exchange Commission pursuant to Section 4(2) of the Securities Act of 1933.







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 30, 2023 TINGO GROUP, INC.
  By: /s/ Dozy Mmobuosi
    Name:  Dozy Mmobuosi
    Title: Interim Co-CEO



Nov. 22, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 22, 2023
Entity File Number 001-35850
Entity Registrant Name Tingo Group, Inc.
Entity Central Index Key 0000854800
Entity Tax Identification Number 27-0016420
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 28 West Grand Avenue
Entity Address, Address Line Two Suite 3
Entity Address, City or Town Montvale
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07645
City Area Code (201)
Local Phone Number 225-0190
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, par value $0.001 per share
Trading Symbol TIO
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

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