Tingo Group, Inc. (NASDAQ: TIO) (“Tingo” or the “Company”) today announced that the Company intends to voluntarily terminate the listing of its common stock on the Nasdaq Stock Market (“Nasdaq”).

As previously disclosed by the Company:

On November 13, 2023, the Company was notified by Nasdaq that it was not in compliance with Nasdaq Listing Rule 5550(a)(2), the minimum bid price rule, because its common stock failed to achieve a closing bid price of $1.00 or more for 30 consecutive business days. The Notification Letter provided that the Company had 180 days, or until May 13, 2024, to regain compliance, by maintaining a closing bid price of at least $1.00 per share for a minimum of 10 business days.

On December 26, 2023, the Company filed a Form 8-K in connection with the action filed against the Company by the U.S. Securities and Exchange Commission (the “SEC”) on December 18, 2023. The Form 8-K disclosed that the Company’s previously issued financial statements for the year ended December 31, 2022, and the Forms 10-Q for the periods ended March 31, June 30, and September 30, 2023, should no longer be relied upon pending further investigation into the allegations made by the SEC (the “Investigation”). As a result of this disclosure, the Company is no longer in compliance with Nasdaq Listing Rule 5250(c)(1), which requires timely filing of all required periodic financial reports with the Commission.

On January 12, 2024, the Company was notified by Nasdaq that it was not in compliance with its 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. The Company’s audit committee reduced to two members on December 20, 2023, following the resignation of Mr. Jamal Khurshid.

Having carefully considered the above non-compliance matters together with other factors, and consulted with Nasdaq, the Company’s Board of Directors (the “Board”) has decided it is in shareholders’ best interests to file Form 25 and voluntarily delist from Nasdaq. The Board believes that such a step will allow the Company to better focus its efforts and resources towards the Investigation and the protection of shareholder value. Once the investigation has been completed, and any appropriate actions taken, the Company will consider reapplying for a listing on Nasdaq or another major stock exchange.

The Company is committed to keeping its shareholders apprised of news through the issuance of press releases and via the news & events section of its website.

About Tingo Group

Tingo Group, Inc. (Nasdaq: TIO) is a global Fintech, Agri-Fintech, food processing and commodity trading group of companies. Tingo Group’s wholly owned subsidiary, Tingo Mobile, is a leading Agri-Fintech company operating in Africa, with a comprehensive portfolio of innovative products, including a ‘device as a service’ smartphone and a value-added service platform. Tingo Group’s other Tingo business verticals include: TingoPay, a SuperApp in partnership with Visa, offering a wide range of B2C and B2B services including payment services, an e-wallet, foreign exchange and merchant services; Tingo Foods, a food processing business that processes raw foods into finished products such as rice, groundnut oil, nut products, wheat, millet and maize; and Tingo DMCC, a commodity trading platform and agricultural commodities export business. For more information visit tingogroup.com.

Disclaimer

The information in this news release includes certain information and statements about management and the Company’s board of director’s view of future events, expectations, plans and prospects that constitute forward looking statements. These statements are based upon assumptions that are subject to significant risks and uncertainties. Because of these risks and uncertainties and as a result of a variety of factors, the actual results, expectations, achievements or performance may differ materially from those anticipated and indicated by these forward-looking statements. Any number of factors could cause actual results to differ materially from these forward-looking statements as well as future results. Although the Company believes that the expectations reflected in forward looking statements are reasonable, it can give no assurance that the expectations of any forward-looking statements will prove to be correct. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those discussed and identified in public filings made with the SEC by the Company and: (i) the results of the independent review; (ii) the risk of restatement of the Company’s previously reported financial statements or the identification of one or more material weaknesses in internal control over financial reporting; (iii) costs relating to the independent review, which are likely to be material; (iv) the outcome of any legal proceedings that may be instituted against the Company, including as may result from the independent review and (v) the ability to meet stock exchange continued listing standards. Except as required by law, the Company disclaims any intention and assumes no obligation to update or revise any forward-looking statements to reflect actual results, whether as a result of new information, future events, changes in assumptions, changes in factors affecting such forward-looking statements or otherwise.

Company Contact

info@tingogroup.com

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