{"schema_version":"secwatch.filing_event.v1","accession":"0001213900-22-077988","form_type":"8-K","ticker":null,"cik":"0000854800","company_name":"Tingo Group, Inc.","filed_at":"2022-12-06T23:59:59+00:00","discovered_at":"2026-05-14T18:03:53.761343+00:00","generated_at":"2026-06-21T09:19:04.587537+00:00","sec_items":["2.01","3.02","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"positive","materiality_score":0.9,"calibrated_materiality_score":0.9,"confidence":"high","headline":"MICT completes Tingo acquisition; revenue run rate ~$1.2B, pre-tax income ~$650M","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001213900-22-077988","json":"https://secwatch.observer/filing/0001213900-22-077988.json","markdown":"https://secwatch.observer/filing/0001213900-22-077988.md","text":"https://secwatch.observer/filing/0001213900-22-077988.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/ea169705-8k_mictinc.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-21T09:19:04.587537+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"2f12852f07","claim":"Kenneth I. Denos was appointed as director at Tingo Group, Inc..","evidence_excerpt":"Tingo has appointed John J. Brown and Kenneth I. Denos to serve as directors of MICT’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"31a2fc1970","claim":"John J. Brown was appointed as director at Tingo Group, Inc..","evidence_excerpt":"Tingo has appointed John J. Brown and Kenneth I. Denos to serve as directors of MICT’s Board of Directors.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"9a43db6619","claim":"Kenneth I. Denos was appointed as Executive Vice President, General Counsel at Tingo Group, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Executive Vice President, General Counsel"}],"fact_type":"executive_change"},{"claim_id":"5a6714049d82bac3dee78c8f7709e29bd1c7a5e0","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2022-11-30"}],"fact_type":"governance_change"},{"claim_id":"4f0bf58b4f2f2b0e866271d5fea02df52ddc2b49","claim":"Tingo Group, Inc. completed an acquisition involving Tingo, Inc. (closed 2022-12-01).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/854800/000121390022077988/0001213900-22-077988-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"acquisition"},{"label":"Counterparty","value":"Tingo, Inc."},{"label":"Closing","value":"2022-12-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}