SCHEDULE
13D
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Tingo International Holdings, Inc.
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ |
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(b) ☐
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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Number of Shares
Beneficially Owned by
Each Reporting
Person with |
7 |
SOLE VOTING POWER
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691,208,173 |
8 |
SHARED VOTING POWER
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N/A |
9 |
SOLE DISPOSITIVE POWER
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691,208,173 |
10 |
SHARED DISPOSITIVE POWER
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N/A |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
691,208,173
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
56.31%
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14 |
TYPE OF REPORTING PERSON (See Instructions)
CO |
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SCHEDULE
13D
1 |
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
Dozy Mmobuosi
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) |
(a) ☐ |
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(b) ☐
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e)
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☐ |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Nigeria
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Number of Shares
Beneficially Owned by
Each Reporting
Person with |
7 |
SOLE VOTING POWER
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148,309,577 |
8 |
SHARED VOTING POWER
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691,203,173 |
9 |
SOLE DISPOSITIVE POWER
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148,309,577 |
10 |
SHARED DISPOSITIVE POWER
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691,208,173 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
839,512,750
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12 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
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☐ |
13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
68.39%(1)
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
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| (1) | Excludes
61,000,000 shares of Series B common stock held by one of the Reporting Persons, which shares
carry no dividend, distribution, or economic rights, but entitle the holder to 10 votes per
share and to vote along with Series A common stock on all matters. If the votes of the Series
B common stock are taken into account, the Reporting Persons would collectively hold 77.20%
of the total voting power of all securities of the Registrant entitled to vote. |
INCLUDE
BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION.
Item
1. Security and Issuer
This
amended statement on Schedule 13D relates to the disposition of shares by the way of gift of Class A common stock (the “Common
Stock”) of Tingo, Inc., a Nevada corporation (the “Company”) held by Tingo International Holdings, Inc., a
Delaware corporation controlled by Dozy Mmobuosi (“TIH”). The Common Stock was originally acquired by TIH in connection
with the sale of Tingo Mobile plc by TIH to the Company in August 2021, wherein the Company issued TIH 1,028,000,000 new shares of
Common Stock as consideration therefor. Mr. Mmobuosi thereafter acquired 10,000,000 shares of Common Stock as an award of restricted
shares pursuant to the Company’s 2021 Equity Incentive Plan (hereinafter, the “Award Shares”), acquired a further
114,820,000 shares of Common Stock from TIH and, as a shareholder of TIH, received 33,489,577 shares of Common Stock as an in-kind
dividend from TIH (hereinafter, collectively, the “Transferred Shares”). The most recent amendment concerns a transfer
by TIH of 50,000,000 shares of Common Stock to an individual. The principal
executive offices of the Company are located at 43 West 23rd Street, New York, NY 10010.
Item
2. Identity and Background
This
statement is being filed jointly by: TIH and Dozy Mmobuosi (hereafter, collectively, the “Reporting Persons”).
TIH
is a Delaware corporation that invests in controlling interests in technology-related enterprises. TIH’s principal office is located
at 1 Stamford Plaza, 263 Tresser Boulevard, Stamford, CT 06901. Mr. Mmobuosi is the principal beneficial shareholder of TIH and serves
as its principal executive officer.
Mr.
Mmobuosi is also the Chief Executive Officer of the Company. Mr. Mmobuosi’s business address is c/o the Company at 43 West 23rd
Street, 2nd Floor, New York, NY 10010. Mr. Mmobuosi is a citizen of Nigeria.
Pursuant
to General Instruction C and the instructions to Item 2 of this statement, set forth in Exhibit A is the name, business address, principal
present occupation and citizenship of Mr. Mmobuosi, who is the principal control person of TIH.
None
of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding. In addition, none of the Reporting
Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Item
3. Source and Amount of Funds or Other Consideration
The
source of the consideration provided for the Common Stock was the sale of Tingo Mobile plc and the services provided to the Company and
TIH by Mr. Mmobuosi.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the shares of Common Stock reported herein in connection with the acquisition of Tingo Mobile plc by the Company, in connection with awards made pursuant to the Company’s 2021 Equity Incentive Plan. Depending upon overall market and general
economic conditions, other investment opportunities available to the Reporting Persons, the market prices of the shares of Common Stock
of the Company, the business affairs and financial condition of the Company and other factors deemed relevant to the Reporting Persons,
the Reporting Persons may endeavor to increase or decrease their position in the Company through, among other things, the purchase or
sale of Common Stock in the open market or in private transactions, on such terms and at such times as the Reporting Persons may deem
advisable.
It
is anticipated that the Reporting Persons may, from time to time, have discussions with other members of management, the board of directors,
and other stockholders of the Company. The Reporting Persons intend to monitor and evaluate the Company’s business, corporate governance
and financial performance, to monitor efforts by management to increase stockholder value and to be available to management to the extent
that the Company may benefit from the institutional experience of the Reporting Persons. The Reporting Persons also may seek in the future
to have one or more additional representatives appointed or elected to the board of directors of the Company or to propose other matters
for consideration and approval by the Company’s stockholders or board of directors. The Reporting Persons also may decide in the
future to propose a transaction whereby all or a portion of the Company be sold, and in connection therewith the Reporting Persons may
seek to participate in such transaction or seek to acquire control of the Company in a negotiated transaction or otherwise. If the Reporting
Persons or any of their affiliates should acquire control of the Company, it or its affiliates may transfer all or part of the Company
to affiliated or unaffiliated persons.
None
of the Reporting Persons currently has other plans or proposals that relate to or would result in any of the consequences listed in paragraphs
(a) through (j) of Item 4 of the Special Instructions for complying with Schedule 13D except as set forth herein or such as would occur
upon completion of the actions discussed above.
Item
5. Interests in Securities of the Issuer
(a)
The Reporting Persons beneficially own 839,512,750 shares of Common Stock
in the aggregate, which represent approximately 68.39% of the issued and outstanding shares of Common Stock of the Company.
(b)
The Reporting Persons have the power to vote, or direct the vote, and dispose
of, or direct the disposition of, 839,512,750 shares of Common Stock, which represent approximately 68.39% of the outstanding shares of
Common Stock. This calculation excludes 61,000,000 shares of Series B common stock held directly by Mr. Mmobuosi, which shares
carry no dividend, distribution, or economic rights, but entitle the holder to 10 votes per share and to vote along with Series A common
stock on all matters. If the votes of the Series B common stock are taken into account, the Reporting Persons would collectively hold
77.20% of the total voting power of all securities of the Registrant entitled to vote.
(c)
During the past 60 days, none of the Reporting Persons have purchased any shares
of the Company.
(d)
No other person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the Common Stock beneficially owned by any Reporting Person.
(e)
Not applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.
None.
Item
7. Materials to be filed as Exhibits.
Exhibit A. Joint Filing Agreement
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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TINGO
INTERNATIONAL HOLDINGS, INC. |
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By: |
/s/
Dozy Mmobuosi* |
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Name: |
Dozy
Mmobuosi |
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Title: |
CEO |
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DOZY
MMOBUOSI |
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By: |
/s/
Dozy Mmobuosi* |
EXHIBIT
A
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with all other
persons who are signatories below of a statement on Schedule 13D or any amendments thereto, with respect to the Class A common stock
of Tingo, Inc. and that this Agreement be included as an attachment to such filing.
This
Agreement may be executed in any number of counterparts each of which shall be deemed an original and all of which together shall be
deemed to constitute one and the same Agreement.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement on October 14, 2022.
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TINGO
INTERNATIONAL HOLDINGS, INC. |
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By: |
/s/
Dozy Mmobuosi* |
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Name: |
Dozy
Mmobuosi |
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Title: |
CEO |
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DOZY
MMOBUOSI |
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By: |
/s/
Dozy Mmobuosi* |