8-K
filed December 6, 2022, 6:59 PM ET
CIK 0000854800
M&A
confidence high
sentiment positive
materiality 0.90
Tingo Group, Inc.: M&A transaction — MICT completes Tingo acquisition; revenue run rate ~$1.2B, pre-tax income ~$650M
Tingo Group, Inc.
- Completed acquisition of 100% of Tingo Mobile Ltd for ~19.9% common stock plus convertible preferred shares.
- Annualized revenue run rate ~$1.2B and net income before tax ~$650M per Tingo's Q3 2022 10-Q.
- Tingo Mobile had $247M cash and $1.51B total assets as of Sep 30, 2022.
- Appointed Kenneth Denos (EVP, General Counsel) and John Brown to board; Darren Mercer remains CEO.
- Expects substantial Q4 2022 earnings and quarter-over-quarter growth in 2023.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth I. Denos was appointed as director at Tingo Group, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Tingo has appointed John J. Brown and Kenneth I. Denos to serve as directors of MICT’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
John J. Brown was appointed as director at Tingo Group, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
Tingo has appointed John J. Brown and Kenneth I. Denos to serve as directors of MICT’s Board of Directors.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kenneth I. Denos was appointed as Executive Vice President, General Counsel at Tingo Group, Inc..
- Action
- appointed
- Role
- Executive Vice President, General Counsel
Exact text from the filing
Other than the appointment of John J. Brown and Kenneth I. Denos as directors of MICT, and Mr. Denos as Executive Vice President, General Counsel of the Company’s new operating subsidiary, Tingo Mobile, pursuant to the Amended Agreement, there are no arrangements or understandings between MICT and any other persons.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Tingo Group, Inc.: Filed Certificate of Designations for Series A and Series B Preferred Stock with the Delaware Secretary of State, defining rights and preferences (effective 2022-11-30).
- Change
- charter amendment
- Effective
- 2022-11-30
Exact text from the filing
On November 30, 2022, the Company filed its Certificate of Designations, Preferences and Rights of Series A Preferred Stock and Certificate of Designations, Preferences and Rights of Series B Preferred Stock (the “ Certificate of Designations ”) with the Secretary of State of Delaware.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Tingo Group, Inc. completed an acquisition involving Tingo, Inc. (closed 2022-12-01).
- Action
- acquisition
- Counterparty
- Tingo, Inc.
- Closing
- 2022-12-01
Exact text from the filing
On December 1, 2022 (the “ Closing ”), pursuant to certain joinder agreements, Tingo Merger Sub, Delaware Sub, and MICT Merger Sub joined the Amended Agreement, and MICT completed the merger of Tingo Merger Sub with and into MICT Merger Sub (the “ Merger ”) and MICT Merger Sub became a wholly-owned subsidiary of the Delaware Sub, which is a wholly-owned subsidiary of MICT.
View on SEC.gov
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